Sprinklr, Inc.

1. Organization and Description of Business

Description of Business

Founded in 2009, Sprinklr, Inc. and its subsidiaries (“Sprinklr” or the “Company”) provide a Unified Customer Experience Management (“Unified-CXM”) platform designed to help organizations manage customer interactions across multiple channels and teams. Our artificial intelligence (“AI”)-native platform enables customer-facing teams, from Customer Service to Marketing, to collaborate across internal silos, communicate with customers across digital and traditional channels, and leverage AI to deliver improved customer experiences at scale.

The Company was incorporated in Delaware in 2011 and is headquartered in New York, New York with 20 operating subsidiaries globally.

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for the fair presentation of the Company’s condensed consolidated financial information. The results of operations for the three and six months ended July 31, 2026 are not necessarily indicative of the results to be expected for the year ending January 31, 2027 or for any other interim period or for any other future year. In May 2026, the Company entered into an asset purchase agreement of certain technology and intellectual property. The aggregate consideration paid is not considered material to the Company’s consolidated financial statements.

The accompanying interim unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended January 31, 2026 in the Company’s Annual Report on Form 10-K (the “2026 10-K”) filed with the SEC on March 19, 2026.

Principles of Consolidation

The condensed consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain prior-period amounts have been reclassified to conform to the current-period presentation, as described below:

•During the first quarter of fiscal year 2027, the Company changed the presentation of its share repurchase activity within stockholders’ equity from accumulated deficit to additional paid‑in capital. Prior-period balances have been recast to conform to the current-period presentation. This change represents a reclassification within equity only and does not affect total stockholders’ equity, net income, or cash flows.

•Beginning in the first quarter of fiscal year 2027, prepaid expenses and other current assets have been combined with other non-current assets, and accrued expenses and other current liabilities have been combined with other liabilities to conform to current-period presentation in the condensed consolidated statements of cash flows.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including contingent assets and liabilities, as of the balance sheet date. Estimates and assumptions also affect the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions in the accompanying condensed consolidated financial statements include, but are not limited to, those related to the determination of principal versus agent and variable consideration in our revenue contracts, fair value assumptions for stock-based compensation, capitalization of internal-use software costs, period of benefit for capitalized costs to obtain customer contracts, useful lives of long-lived assets, valuation of intangible assets, and allowance for credit losses, among others. The Company evaluates its estimates and assumptions on an ongoing basis, using historical experience and other factors that it believes are reasonable, and adjusts them when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions.

Summary of Significant Accounting Policies

There have been no significant changes to the Company’s significant accounting policies, other than the update described below, as of and for the six months ended July 31, 2026, as compared to those described in the 2026 10-K.

Costs to Obtain Customer Contracts

Incremental and recoverable costs to obtain customer contracts, including sales commissions and fees paid to third parties, are capitalized when they are expected to be recovered. These costs are amortized on a straight-line basis over the estimated period of benefit, which is determined based on factors such as contract duration, customer relationship trends, technology lifecycle, and other relevant factors. We assess the expected period of benefit annually, considering such factors. As a result of our most recent assessment, which reflected improved customer retention, the expected period of benefit for incremental costs to acquire new and upsell agreements increased from five years tosix years. This change in accounting estimate was effective February 1, 2026 and is accounted for prospectively. As a result of this change, amortization expense, which is reported in sales and marketing expenses, was lower by $0.5 million and $1.0 million for the three and six months ended July 31, 2026, respectively. The period of benefit for contract renewals continues to be based on the renewal contract’s duration.

We periodically evaluate deferred contract costs for impairment. During the three and six months ended July 31, 2026, impairment expense was $1.0 million and $1.8 million, respectively, as compared to $0.8 million and $2.1 million for three and six months ended July 31, 2025, respectively.

Concentration of Risk and Significant Customers

The Company’s financial instruments that are potentially subject to credit risk consist primarily of cash, cash equivalents, and accounts receivable. Although the Company deposits its cash with multiple financial institutions, its deposits generally exceed federally insured limits.

To manage credit risk related to accounts receivable, the Company maintains an allowance for credit losses, which is estimated on a pooled basis for receivables that share similar risk characteristics. The Company determines its allowance using a loss-rate method based on historical experience, current conditions, and reasonable and supportable forecasts. Receivables that do not share similar risk characteristics with a pool are evaluated individually. The allowance is reviewed at each reporting date and adjusted as necessary. Receivables are written off when collection efforts are exhausted and amounts are deemed uncollectible. Recoveries of amounts previously written off are recorded as a reduction of the allowance. Changes in the allowance are recognized in the provision for credit losses and reported in sales and marketing expenses in the consolidated statements of operations.

The Company’s accounts receivable at July 31, 2026 are derived from customers located primarily in North America and Asia (which includes the Middle East). No single customer accounted for more than 10% of total revenue during the three and six months ended July 31, 2026 and 2025.

In addition, the Company relies upon third-party hosted infrastructure partners globally to serve customers and operate certain aspects of its services, such as environments for development testing, training, sales demonstrations, and production usage. Given this, any disruption of or interference at the Company’s hosted infrastructure partners would impact the Company’s operations and could adversely impact its business.

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (the “FASB”) issued ASU 2025-05, Financial Instruments—Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), introducing a practical expedient whereby, when developing reasonable and supportable forecasts as part of estimating expected credit losses, entities may elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The Company adopted ASU 2025-05 during fiscal year 2027, and the adoption did not have a material impact on its consolidated financial statements or related disclosures.

Recently Issued Accounting Pronouncements Pending Adoption

In November 2024 and January 2025, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses (“ASU 2024-03”), and ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Clarifying the Effective Date (“ASU 2025-01”), respectively. These ASUs require new financial statement disclosures disaggregating prescribed expense categories within relevant income statement expense captions. ASU 2024-03 and ASU 2025-01 will be effective for fiscal years beginning after December 15,

2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of these standards on its disclosures in the consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), removing all references to prescriptive and sequential software development stages throughout Subtopic 350-40 and requiring certain disclosures for capitalized internal-use software, regardless of how those costs are presented in the financial statements. ASU 2025-06 is effective for the Company’s annual period beginning fiscal year 2029, on a prospective, modified transition or retrospective transition basis, and early adoption is permitted. The Company is currently evaluating the impact that ASU 2025-06 will have on its consolidated financial statements and disclosures therein.

3. Revenue Recognition

The Company generates revenues primarily from (i) subscription fees, which consist primarily of fees for accessing its proprietary Unified-CXM platform and related stand-ready services; and (ii) professional services fees, which include fixed-fee arrangements for implementation and managed services associated with the Unified-CXM Platform. For managed services, the Company’s consultants work alongside customers’ teams to support their CXM goals and include platform configuration, ongoing education, and ad-hoc support.

Costs to Obtain Customer Contracts

Capitalized costs to obtain customer contracts as of July 31, 2026 were $183.0 million, with $68.2 million classified as current (included in prepaid expenses and other current assets) and $114.8 million classified as non-current (included in other non-current assets). As of January 31, 2026, capitalized costs were $173.0 million, with $63.1 million classified as current and $109.9 million classified as non-current.

During the three months ended July 31, 2026 and 2025, the Company amortized costs to obtain customer contracts of $20.6 million and $13.0 million, respectively. During the six months ended July 31, 2026 and 2025, the Company amortized costs to obtain customer contracts of $38.6 million and $25.0 million, respectively.

Deferred Revenue

Deferred revenue consists primarily of customer billings made in advance of the related performance obligations being satisfied. The Company recognized revenue of $261.4 million for the six months ended July 31, 2026 that was included in the deferred revenue balance at the beginning of the period.

The Company receives payments from customers based on contractually established billing schedules. Contract assets represent revenue recognized in excess of amounts billed. As of July 31, 2026 and January 31, 2026, contract assets were $14.0 million and $10.6 million, respectively, and were included in prepaid expenses and other current assets.

Remaining Performance Obligation

Remaining performance obligation (“RPO”) represents contracted revenue that has not yet been recognized and includes both deferred revenues and amounts that will be invoiced and recognized in future periods. As of July 31, 2026, the Company’s RPO was $1,026.8 million, of which $614.1 million is expected to be recognized as revenue over the next 12 months, with the remaining balance to be recognized thereafter. As of January 31, 2026, RPO was $986.5 million, of which $618.8 million was expected to be recognized as revenue over the next 12 months.

Disaggregation of Revenues

The Company disaggregates revenue by geographic region, as it believes that this presentation best reflects how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. Refer to Note 14, Segment and Geographic Information, for revenue by geographic location.

4. Marketable Securities

The following is a summary of available-for-sale marketable securities, excluding those securities classified within cash and cash equivalents on the condensed consolidated balance sheets:

As of July 31, 2026 and January 31, 2026, the contractual maturities of available-for-sale marketable securities did not exceed 12 months. Interest income from cash, cash equivalents, and marketable securities was $4.0 million and $8.1 million for the three and six months ended July 31, 2026, respectively, and $5.8 million and $10.9 million for the three and six months ended July 31, 2025, respectively.

There were 58 and 27 debt securities in an unrealized loss position as of July 31, 2026 and January 31, 2026, respectively. The estimated fair value of these debt securities, for which an allowance for credit losses has not been recorded, was $182.2 million and $125.7 million as of July 31, 2026 and January 31, 2026, respectively. There wereno expected credit losses recorded against the Company’s investment securities as of July 31, 2026 and January 31, 2026.

As of July 31, 2026 and January 31, 2026, for fixed income securities that were in unrealized loss positions, the Company has determined that (i) it does not have the intent to sell any of these investments and (ii) it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis. In addition, as of July 31, 2026, the Company anticipates that it will recover the amortized cost basis of such fixed income securities before maturity.

Unrealized losses on the Company’s debt securities are not considered to be credit-related based upon an analysis that considered the extent to which the fair value is less than the amortized basis of a security, adverse conditions specifically related to the security, changes to credit rating of the instrument subsequent to Company purchase, and the strength of the underlying collateral, if any.

Refer to Note 5, Fair Value Measurements, for information about the Company’s fair value hierarchy for short-term marketable securities.

5. Fair Value Measurements

The following tables present information about the Company’s financial assets that have been measured at fair value on a recurring basis as of July 31, 2026 and January 31, 2026, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value:

The Company classifies its highly liquid money market funds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its commercial paper, corporate and municipal debt securities, U.S. government and agency securities, and certificates of deposit within Level 2 because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security, which may not be actively traded.

The Company’s primary objective when investing excess cash is preservation of capital, hence the Company’s marketable securities consist primarily of U.S. government and agency securities, high credit quality corporate debt securities, and commercial paper. The Company has classified and accounted for its marketable securities as available-for-sale securities, as it may sell these securities at any time for use in the Company’s current operations or for other purposes, even prior to maturity.

The Company regularly reviews changes in the credit ratings of its debt securities and monitors relevant economic conditions to assess the risk of expected credit losses. As discussed in Note 4, Marketable Securities, as of July 31, 2026 and January 31, 2026, the maturities of available-for-sale marketable securities did not exceed 12 months; therefore, there wereno securities in an unrealized loss position for more than 12 months. The Company has not recorded any impairments in the periods presented.

6. Balance Sheet Components

Cash, Cash Equivalents, and Restricted Cash

The following table reconciles cash, cash equivalents, and restricted cash from the condensed consolidated balance sheets to amounts reported in the condensed consolidated statements of cash flows:

(1)Consists primarily of collateral for letters of credit issued in lieu of deposits on certain leases and customer contracts.

Allowance for Credit Losses

Changes in the allowance for credit losses for the periods presented were as follows:

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

Depreciation and Amortization

Accumulated amortization associated with capitalized internal-use software was $64.1 million and $57.1 million as of July 31, 2026 and January 31, 2026, respectively. Accumulated depreciation and amortization associated with fixed assets was $28.6 million and $27.6 million as of July 31, 2026 and January 31, 2026, respectively.

Depreciation and amortization expense consisted of the following:

The Company capitalized internal-use software costs, including stock-based compensation, of $5.5 million and $5.1 million for the three months ended July 31, 2026 and 2025, respectively, and $10.4 million and $8.8 million for the six months ended July 31, 2026 and 2025, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

(1)Includes $0.7 million and $0.8 million of accrued employee contributions under the Company’s 2021 Employee Stock Purchase Plan (“ESPP”) at July 31, 2026 and January 31, 2026, respectively.

7. Leases

The Company leases corporate office space under non-cancelable operating leases with various expiration dates. The Company did not have any finance leases during the three and six months ended July 31, 2026 and 2025.

The components of lease expense were as follows:

The weighted average remaining lease term and discount rate were as follows:

The maturities of lease liabilities under non-cancelable operating leases, net of lease incentives, were as follows:

8. Commitments and Contingencies

Cash Collateral Agreements

The Company maintains cash collateral agreements in lieu of letters of credit for certain leases and customer contracts. As of July 31, 2026 and January 31, 2026, approximately $8.7 million and $8.5 million, respectively, is outstanding under these cash collateral agreements, which is classified as restricted cash and reported within prepaid expenses and other current assets ($1.3 million and $2.1 million, respectively) and other non-current assets ($7.4 million and $6.4 million, respectively) on the condensed consolidated balance sheets.

Legal Matters

From time to time, the Company, various subsidiaries, and certain current and former officers and directors may be named as defendants in various lawsuits, claims, investigations, and proceedings arising from the normal course of business. The Company also may become involved with contract issues and disputes with customers. With respect to litigation in general, based on the Company’s experience, management believes that the amount of damages claimed in a case are not a meaningful indicator of the potential liability. Claims, suits, investigations, and proceedings are inherently uncertain and it is not possible to predict the ultimate outcome of cases.

The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel, and other information and events pertaining to a particular matter. In management’s opinion, resolution of all current matters is not expected to have a material adverse impact on the Company’s consolidated results of operations, cash flows or financial position. However, if an unfavorable ruling were to occur in any specific period, there exists the possibility of a material adverse impact on the results of operations for that period. At July 31, 2026, the Company had no provision for liability related to the litigation discussed below.

On March 18, 2025, a stockholder derivative action was filed in the U.S. District Court for the Southern District of New York, captioned Coffey v. Thomas, et al., Case No. 1:25-cv-02242 (the“Coffey Action”). On March 26, 2025, a second stockholder derivative action was filed in the U.S. District Court for the Southern District of New York, captioned Figurella v. Thomas, et al., Case No. 1:25-cv-02513 (the “Figurella Action”), asserting claims substantially similar to those alleged in the Coffey Action. On April 29, 2025, the Coffey Action was voluntarily dismissed. On April 30, 2025, a third stockholder derivative action was filed in the U.S. District Court for the Southern District of New York, captioned Newman v. Thomas, et al., Case No. 1:25-cv-03591 (the “Newman Action”), asserting claims substantially similar to those alleged in the Coffey Action and Figurella Action. On May 2, 2025, the Court consolidated the Figurella Action and Newman Action under the caption In re Sprinklr, Inc. Derivative Litigation, Case No. 1:25-cv-02513, appointed co-lead counsel for plaintiffs, and ordered the parties to submit a proposal regarding further proceedings by July 1, 2025. On June 20, 2025, the Court entered an order granting the parties’ stipulation to stay the derivative action pending either (i) the dismissal of the Securities Action, (ii) the filing of defendants’ answer in the Securities Action, or (iii) in the event the parties no longer consent to the stay. On May 6, 2026, the Court entered an order granting the plaintiffs’ stipulation to dismiss the actions without prejudice. The derivative complaints named the Company as a nominal defendant and purported to bring claims on behalf of the Company against certain of the Company’s current and former directors and officers for alleged violations of the federal securities laws and breaches of their fiduciary duties, among other claims, in relation to substantially the same factual allegations as those made in the Securities Action. The derivative complaints primarily sought to recover for the Company compensatory damages, restitution, and equitable relief in the form of certain corporate governance reforms.

Other Contractual Commitments

Other contractual commitments consist primarily of non-cancelable minimum guaranteed purchase commitments for various data, hosting, and software services, which the Company may renew as part of the normal course of business. The Company also has agreements in place related to its operating leases that impact its cash requirements. See Note 7, Leases, for additional information. There were no significant changes in the Company’s material cash requirements as compared to the material cash requirements from known contractual and other obligations described in the 2026 10-K.

9. Stockholders’ Equity

Cancellation of Treasury Shares

On April 29, 2026, the Company’s board of directors (the “Board”) approved the cancellation of all shares of its stock previously held in treasury. As a result, a total of 14,130,784 treasury shares with a carrying value of $23.8 million were cancelled, reducing the Company’s treasury stock balance tozero. The carrying value of the cancelled shares was reclassified from treasury stock and recorded as a decrease to additional paid-in capital.

Share Repurchase Program

On June 4, 2025, the Company announced that the Board had authorized and approved a share repurchase plan (the “2025 Share Repurchase Program”), which authorized the Company to periodically repurchase up to $150 million of its Class A common stock through June 30, 2026. During the third quarter of fiscal year 2026, the Company completed the full purchase authorization of $150 million under the 2025 Share Repurchase Program, and all of the shares repurchased under the 2025 Share Repurchase Plan were returned to the Company’s authorized but unissued share reserve.

During the three and six months ended July 31, 2025, the Company repurchased 16,494,694 shares of its Class A common stock associated with the 2025 Share Repurchase Program for an aggregate cost of $140.4 million, including commissions.

On March 11, 2026, the Company announced that the Board had authorized and approved a share repurchase plan (the “2026 Share Repurchase Program”), which authorized the Company to periodically repurchase up to $200 million of its Class A common stock through March 15, 2027. Under the 2026 Share Repurchase Program, on March 13, 2026, the Company entered into a variable tenor accelerated share repurchase agreement (“ASR Agreement”) with Citibank, N.A. (“Citibank”) to repurchase an aggregate of $125 million of the Company’s Class A common stock. Upon the completion of the ASR Agreement, the Company will have a remaining authorization to purchase up to an additional $75 million of the Company’s Class A common stock at the Company’s discretion through March 15, 2027, subject to market conditions and other factors. Repurchases under the 2026 Share Repurchase Program are expected to be funded using cash on hand, cash equivalents, and marketable securities.

Pursuant to the terms of the ASR Agreement, the Company paid Citibank $125 million in cash on March 16, 2026 and received an initial delivery of 17,123,288 shares of the Company’s Class A common stock. These shares were returned to the Company’s authorized but unissued share reserve and recorded as a reduction to the Company’s additional paid-in-capital. The initial delivery represented 80% of the $125 million aggregate amount divided by the Company’s Class A common stock price of $5.84 at the time of execution.

The final number of shares to be delivered for the full $125 million repurchase will be based on the volume-weighted average price (“VWAP”) of the Company’s Class A common stock during the pricing period, subject to a reference price adjustment. Upon final settlement, the Company will receive or deliver the additional number of shares.

The forward contract of the ASR Agreement meets the criteria for equity classification in accordance with Accounting Standards Codification 815, Derivatives and Hedging, at inception, and the Company expects equity classification to remain appropriate through final settlement. As such, the full $125 million was recorded as a reduction of stockholders’ equity at inception. The initial delivery of shares resulted in an immediate reduction of 17,123,288 shares from the outstanding shares used to calculate the weighted-average common shares outstanding for both basic and diluted earnings per share. The remaining shares expected to be delivered under the forward contract were excluded from the computation of diluted earnings per share because their effect would be anti-dilutive. The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR Agreement may be accelerated, extended, or terminated early by Citibank, and various acknowledgments, representations, and warranties made by the parties to one another.

The Company’s share repurchases are subject to the one percent excise tax enacted by the Inflation Reduction Act of 2022 (the “IRA”). The excise tax is calculated based on the net number of shares repurchased during the year, which is equal to shares repurchased less any shares issued as a result of option exercises, restricted stock unit (“RSU”) vesting, or employee stock purchase plan (“ESPP”) purchases. Excise taxes are recorded as an adjustment to additional paid-in-capital. The Company recorded a reversal of excise taxes of $0.1 million and excise taxes of $0.7 million during the three and six months ended July 31, 2026, respectively, and recorded excise taxes of $1.0 million during both the three and six months ended July 31, 2025.

Subsequent to the end of the reporting period, on September 1, 2026, the final settlement under the ASR Agreement resulted in the Company receiving an additional 4,995,125 shares of Class A common stock based on the final reference price of $5.65. These additional shares were returned to the Company’s authorized but unissued share reserve and recorded as a reduction to additional paid-in-capital on the settlement date. As of September 1, 2026, a total of 22,118,413 shares of Class A common stock were repurchased, completing the repurchases under the ASR Agreement. In connection with the final settlement, no additional cash consideration was paid by the Company.

10. Stock-Based Compensation

Equity Incentive Plans

The Sprinklr, Inc. 2011 Equity Incentive Plan (the “2011 Plan”) provided certain equity grants to the Company’s employees, directors, consultants, and service providers. The 2011 Plan was terminated as to future awards in June 2021 when the Sprinklr, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) became effective, although it continues to govern the terms of any equity grants that remain outstanding under the 2011 Plan.

The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs, performance-based stock units (“PSUs”), and other forms of awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates, as permitted by law.

In June 2021, the Company also adopted its ESPP, under which employees can purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the Class A common stock on (i) the first trading day of each offering period and (ii) the last trading day of each related offering period.

Summary of Stock Option Activity

A summary of the Company’s stock option activity for the six months ended July 31, 2026 is as follows:

Summary of Restricted Stock Unit Activity

A summary of the Company’s RSU activity for the six months ended July 31, 2026 is as follows:

Summary of Performance-Based Stock Units Activity

A summary of the Company’s PSU activity for the six months ended July 31, 2026 is as follows:

From November 2024 through November 2025, the Company granted 3,528,649 PSUs to its executives (the “2024 and 2025 PSUs”). Seventy-five percent of the 2024 and 2025 PSUs are associated with a market condition relating to total shareholder return (“Market Condition PSUs”), andtwenty-five percent are associated with a performance condition based on the achievement of an internal metric calculated from revenue and non-GAAP operating income growth over an approximately three-year period (“Performance Condition PSUs”). Each of the Market Condition PSUs and Performance Condition PSUs will vest between zero and 200% depending on the achievement level of the respective market and performance conditions. If the market or performance conditions are not met by their respective achievement dates in fiscal year 2028, the associated awards will not vest and will be cancelled. In addition to the market and performance conditions discussed above, certain 2025 PSUs also include an extended service period beyond the performance condition achievement dates for the shares to vest.

As of July 31, 2026, it was deemed probable that the performance conditions associated with the 2024 and 2025 PSUs will be met by their respective achievement dates, such that 100% of the 2024 and 2025 PSUs will vest. The compensation expense associated with the Market Condition PSUs is recognized based on the grant-date fair value calculation, regardless of the ultimate total shareholder return outcome.

Summary of Stock-Based Compensation Expense

Stock-based compensation expense included in operating results was classified as follows:

11. Net Income Per Share

The Company hastwo classes of common stock: Class A and Class B. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Since the liquidation and dividend rights are identical, undistributed earnings are allocated on a proportionate basis to each class of common stock. As a result, the basic and diluted net income per share attributable to common stockholders are the same for both Class A and Class B common stock, on both an individual and combined basis.

Basic net income per share is computed by dividing net income attributable to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted net income per share is calculated by giving effect to all potential dilutive common stock equivalents, which includes stock options, RSUs, PSUs, and other awards.

The following table sets forth the computation of basic and diluted net income per share:

Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:

12. Income Taxes

The Company computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recorded in the period. During the three months ended July 31, 2026 and 2025, the Company recorded an income tax provision of $5.6 million and $11.1 million, respectively. During the six months ended July 31, 2026 and 2025, the Company recorded an income tax provision of $17.7 million and $17.9 million, respectively.

During the three and six months ended July 31, 2026, the Company’s effective tax rate differed from the U.S. federal statutory tax rate primarily due to the impact of non-deductible items, state taxes, and foreign tax rate differential on non-U.S. income. During the three and six months ended July 31, 2026, the Company also recorded discrete income tax expense related to the impact of non-deductible stock-based compensation of $2.9 million and $6.8 million, respectively, and withholding tax of $0.9 million and $2.1 million, respectively, and changes in uncertain tax positions for certain of the Company’s non-U.S. entities of $(2.7) million and $(0.4) million, respectively. During the three and six months ended July 31, 2025, the Company’s effective tax rate differed from the U.S. federal statutory tax rate primarily due to the impact of non-deductible items, stock-based compensation, and foreign tax rate differential on non-U.S. income. During the three and six months ended July 31, 2025, the Company also recorded discrete income tax expense related to impacts of non-deductible stock-based compensation of $1.5 million and $4.5 million, respectively, and withholding tax of $1.9 million and $3.5 million, respectively.

The Company monitors the realizability of its deferred tax assets taking into account all relevant factors at each reporting period. As of July 31, 2026, based on the relevant weight of positive and negative evidence, including cumulative taxable income over the past three years, which is objective and verifiable, and consideration of its expected future taxable earnings, the Company concluded that it is more likely than not that its deferred tax assets are realizable.

The IRA was signed into law on August 16, 2022. The bill was meant to address the high inflation rate in the U.S. through various climate, energy, healthcare, and other incentives. These incentives are meant to be paid for by the tax provisions included in the IRA, such as a 15 percent corporate minimum tax, an excise tax on stock buybacks, additional Internal Revenue Service funding to improve taxpayer compliance, and other items. During the three and six months ended July 31, 2026, the Company paid $0.8 million in excise taxes associated with the Company’s share repurchase programs. As of July 31, 2026, the Company has accrued $0.7 million in excise taxes associated with the 2026 Share Repurchase Program. During the three and six months ended July 31, 2025, the Company paid $1.9 million of excise taxes associated with the share repurchase program that the Board had authorized and approved in 2024. As of July 31, 2025, the Company had accrued $1.0 million of excise taxes associated with the 2025 Share Repurchase Program.

13. Restructuring Charges

In February 2025, the Company implemented an approved plan for restructuring its global workforce by approximately 12% to help position the Company for long-term success by realigning employee costs with the current business and freeing up capital for incremental investments. The majority of the associated costs, including severance, benefits, and the acceleration of equity awards, were incurred in the first half of fiscal year 2026.

Changes in the restructuring liability for the periods presented are set forth in the table below:

(1) Restructuring costs shown in the table above do not include related stock-based compensation expense of $0.9 million for the six months ended July 31, 2025. There wasno related stock-based compensation expense for the six months ended July 31, 2026. Stock-based compensation expense associated with the Company’s restructuring plans is included in restructuring on the consolidated statements of operations. The reversal of restructuring costs for the six months ended July 31, 2026 was attributable to the favorable resolution of certain restructuring-related liabilities and insurance recoveries.

Restructuring liabilities are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

14. Segment and Geographic Information

The Company operates asone operating and reportable segment, reflecting the manner in which its operations are managed and the criteria used by the chief operating decision maker (“CODM”), who is the Chief Executive Officer. The CODM evaluates performance, develops strategy, and allocates resources based on net income as reported in the Company’s condensed consolidated statements of operations. The Company’sone segment provides enterprise solutions that enable organizations to conduct marketing, advertising, research, customer care, sales, and engagement across modern channels, such as social media, messaging, chat, and text, through its Unified-CXM platform.

The CODM assesses operating performance and makes resource allocation decisions on a global basis using net income, considering both historical results and forecasts for future periods. Segment assets are the total assets reported in the Company’s condensed consolidated balance sheets. Significant segment expenses regularly provided to the CODM are the consolidated operating expenses presented in the Company’s condensed consolidated statements of operations. No supplemental expense or asset information beyond what is disclosed in these condensed consolidated financial statements is regularly provided to the CODM.

Other segment items included in condensed consolidated net income, such as depreciation and amortization, interest income, and provision (benefit) for income taxes, are presented in the condensed consolidated statements of operations or in the notes to unaudited condensed consolidated financial statements. The accounting policies of the Company’s reportable segment are consistent with its consolidated accounting policies.

The following table summarizes the revenue by region based on the shipping address of customers who have contracted to use the Company’s Unified-CXM platform:

The U.S. was the only country that represented more than 10% of the Company’s revenues, comprising $101.9 million and $103.3 million in the three months ended July 31, 2026 and 2025, respectively, and $206.2 million and $213.0 million for the six months ended July 31, 2026 and 2025, respectively.