CS Disco, Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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Sep 30, 2025 · Filed Nov 5, 2025
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Notes to the Condensed Consolidated Financial Statements (unaudited)
Notes to the Condensed Consolidated Financial Statements
- Organization and Nature of Operations
CS Disco, Inc. (the “Company” or “DISCO”) has built cloud-native, AI-powered product offerings that enterprises, law firms, legal services providers, and governments use for legal hold, legal request, ediscovery, legal document review and case management in a wide variety of legal matters, ranging from litigation to investigations to compliance to diligence. The Company’s headquarters are located in Austin, Texas.
- Summary of Significant Accounting Policies
Emerging Growth Company Status
The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, which allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably opted not to use the extended transition period for complying with any new or revised financial accounting standards, and as such, the Company is required to adopt new or revised standards at the same time as other public companies. An emerging growth company may also take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including reduced reporting requirements and other exemptions.
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2024, and related disclosures, have been derived from the audited consolidated financial statements at that date but do not include all of the information required by GAAP for complete consolidated financial statements.
The unaudited condensed consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated.
Unaudited Condensed Consolidated Financial Statements
The unaudited condensed consolidated financial statements of the Company are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position, its results of operations, statements of changes in stockholders’ equity and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 20, 2025.
Risks and Uncertainties
Fluctuations in general macroeconomic conditions, including conditions resulting from fluctuations in inflation and interest rates, the imposition of tariffs in the United States and abroad, and the ongoing U.S. government shutdown, as well as the effects of global events, such as the Russia-Ukraine war and the conflict in the Middle East, have not had a material impact on the Company’s operations, but could do so in the future. The Company assessed the impact these events had on its results of operations, including, but not limited to an assessment of its allowance for credit losses, the carrying value of other long-lived assets, including goodwill and intangible assets, and the impact to revenue recognition and cost of revenue. While these events have not had a material adverse impact on the Company’s financial operations to date, the future impacts are largely unknown. The Company will continue to actively monitor the impact that these events have on the results of the Company’s business operations, and may make decisions required by federal, state or local authorities, or that are determined to be in the best interests of the Company’s employees, customers, partners, suppliers and stockholders. As a result, the Company’s estimates and judgments may change materially as new events occur or additional information becomes available to them.
Use of Estimates
The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses during the reporting period. Estimates are also used for, but not limited to, current expected credit losses, capitalization and useful life of the Company’s capitalized software development costs, useful lives of assets, accruals and contingencies, carrying value of goodwill and income taxes and deferred tax asset valuation. Numerous internal and external factors can affect estimates. Actual results could differ from those estimates and such differences could be material to the Company’s unaudited condensed consolidated financial position and results of operations.
Net Loss Per Share Attributable to Common Stockholders
Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.
Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, restricted stock awards, restricted stock units, and performance-based restricted stock units. As the Company has reported losses for all periods presented, all potentially dilutive securities are anti-dilutive, and accordingly, basic net loss per share equaled diluted net loss per share.
Cash and Cash Equivalents
The Company considers all highly liquid investments acquired with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, which can include the Company’s money market account, U.S. Treasury securities and corporate debt securities with maturities of three months or less, are measured at fair value on a recurring basis.
Short-Term Investments
The Company’s short-term investments consist of highly-rated U.S. Treasury securities and corporate debt securities with maturities of more than three months but less than one year at the date of purchase. The short-term investments have been classified as available-for-sale and are carried at the estimated fair value as determined based upon quoted market prices. The Company determines the appropriate classification of its investment securities at the time of purchase. Credit impairments for available-for-sale securities are recorded through an allowance rather than a direct write-down of the security and are recorded through a charge to the unaudited condensed consolidated statements of operations and comprehensive loss. The Company reviews available-for-sale debt securities for impairments related to credit losses and other factors each quarter. Unrealized gains or losses not related to credit impairments are recorded in accumulated other comprehensive income, a component of stockholders’ equity, until realized. There wereno impairments of short-term investments for each of the three and nine months ended September 30, 2025 and 2024.
Accounts Receivable
Accounts receivable are recorded and carried at the original invoiced amount less an allowance for credit losses. The Company determines its trade accounts receivable allowances based upon the assessment of various factors, such as: historical experience, credit quality of its customers, geographic related risks, economic conditions and other factors that may affect a customer’s ability to pay. Increases and decreases in the allowance for credit losses are included as a component of general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive loss. The Company does not have any off-balance sheet credit exposure related to its customers.
Due to the short-term nature of the Company’s receivables, the estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. The Company has provisioned $1.4 million and $3.5 million for expected losses for the three and nine months ended September 30, 2025, respectively, and $0.8 million and $2.3 million has been written off and charged against the allowance for the three and nine months ended September 30, 2025, respectively. Recoveries made by the Company were $0.8 million and $1.8 million for the three and nine months ended September 30, 2025, respectively. The allowance for credit losses related to accounts receivable was $2.1 million and $2.8 million as of September 30, 2025 and December 31, 2024, respectively. Unbilled receivables were $3.0 million and $2.5 million as of September 30, 2025 and December 31, 2024, respectively, and were included within accounts receivable on the unaudited condensed consolidated balance sheets.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, short-term investments and trade accounts receivable. The Company maintains its cash and cash equivalent and short-term investment balances in highly rated financial institutions, which at times may exceed federally insured limits or be held in foreign jurisdictions. The Company has not experienced any loss relating to cash and cash equivalents and short-term investments in these accounts. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral.
Fair Value of Financial Instruments
The Company groups its assets and liabilities measured at fair value in a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets, with valuations obtained from readily available pricing sources for market transactions involving identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
The level of the fair value hierarchy in which the fair value measurement falls is determined by the lowest level input that is significant to the fair value measurement.
The Company’s financial instruments consist principally of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued expenses. The carrying values of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued expenses are considered to approximate their respective fair values due to the short-term nature of such financial instruments. Cash equivalents and short-term investments, primarily consisting of investments in U.S. Treasury securities, corporate debt securities and money market funds, are measured at fair value on a recurring basis, and are categorized as Level 1 based on quoted prices in active markets.
The Company recognizes transfers between levels at the end of the reporting period as if the transfers occurred on the last day of the reporting period. There were no transfers during the nine months ended September 30, 2025 and the year ended December 31, 2024.
Property and Equipment, Net
Property and equipment are recorded at cost, less accumulated depreciation. Maintenance, repairs and minor replacements are charged to expense as incurred. Significant renewals and betterments are capitalized. Depreciation on property and equipment, with the exception of leasehold improvements, is recorded using the straight-line method over the estimated useful lives of the assets. Amortization on leasehold improvements is recorded using the shorter of the lease term or useful life. The estimated useful life of each asset category is as follows:
| Furniture and fixtures | 5 years |
|---|---|
| Leasehold improvements | Shorter of lease term or 5 years |
| Computer equipment | 2 years |
The Company periodically reviews the estimated useful lives of property and equipment and any changes to the estimated useful lives are recorded prospectively from the date of the change.
When property is retired or disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in the unaudited condensed consolidated statements of operations and comprehensive loss in the period of disposal.
Capitalized Software Development Costs
Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements or related to the development of product offerings are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post implementation operational stage are expensed as incurred. The Company capitalizes qualifying software development costs that are incurred during the application development stage. Capitalization of costs begins whentwo criteria are met: (i) the preliminary project stage is completed and (ii) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Costs incurred for maintenance, minor upgrades and enhancements are expensed. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred.
Capitalized costs are included in property and equipment, net on the unaudited condensed consolidated balance sheets. These costs are amortized over the estimated useful life of the software, generally four years, on a straight-line basis. Management evaluates the useful life of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The amortization of costs related to the development of product offerings is included in cost of revenue.
Purchase Price Allocation, Intangible Assets and Goodwill
The purchase price allocation for business combinations and asset acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values. The Company determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If this threshold is met, the single asset or group of assets, as applicable, is not a business. If it is not met, the Company determines whether the single asset or group of assets, as applicable, meets the definition of a business.
The excess purchase price over the fair value of assets acquired is recorded as goodwill. The Company tests goodwill for impairment annually during the fourth quarter, or whenever events or changes in circumstances indicate an impairment may have occurred. Goodwill impairment is recognized when the quantitative assessment results in the carrying value of the reporting unit exceeding its fair value, in which case an impairment charge is recorded to goodwill to the extent the carrying value exceeds the fair value, limited to the amount of goodwill. The Company did not recognize any impairment of goodwill for all periods presented.
Leases
The Company determines if an arrangement is or contains a lease at contract inception. The Company presents the operating leases in long-term assets and current and long-term liabilities in the unaudited condensed consolidated balance sheets. Finance lease assets are included in property and equipment, net, and finance lease liabilities are presented in current and long-term liabilities on the unaudited condensed consolidated balance sheets.
Right-of-use assets represent the Company’s right to use an underlying asset over the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company includes any anticipated lease incentives in the determination of lease liabilities.
The Company uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when determining its incremental borrowing rates.
Impairment of Long-Lived Assets
The Company’s long-lived assets with finite lives consist primarily of property and equipment, capitalized software development costs, operating right-of-use assets and finite lived intangible assets. Long-lived assets are reviewed for impairment whenever an event or change in circumstances indicates that the carrying amount of an asset or group of assets may not be recoverable. The impairment review includes comparison of future cash flows expected to be generated by the asset or group of assets with the associated assets’ carrying value. If the carrying value of the asset or group of assets exceeds its expected future cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent that the carrying amount of the asset exceeds its fair value. The Company recordedno impairment charges during the three and nine months ended September 30, 2025 and 2024.
Segment Information
The Company’s Chief Executive Officer is the chief operating decision maker, who reviews the Company’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates in a single reporting segment.
Revenue Recognition
Refer to Note 3, “Revenue Recognition” for the Company’s Revenue Recognition policy.
Advertising
The Company expenses advertising costs as incurred. Advertising expenses were $1.1 million and $3.0 million for the three and nine months ended September 30, 2025, respectively. Advertising expenses were $1.3 million and $3.6 million for the three and nine months ended September 30, 2024, respectively. These costs are included in sales and marketing expenses in the unaudited condensed consolidated statements of operations and comprehensive loss.
Cost of revenue consists primarily of third-party cloud infrastructure expenses incurred in connection with the Company’s customers’ use of its product offerings. Cost of revenue also includes outsourced staffing costs, amortization of capitalized software development and personnel costs from employees involved in the delivery of the Company’s product offerings. Personnel costs include salaries, benefits, bonuses, stock-based compensation and allocated overhead costs.
Research and development expenses consist primarily of personnel-related costs for the Company’s development team, including salaries, benefits, bonuses, stock-based compensation expenses and allocated overhead costs. Research and development expenses also include contractor or professional services fees, third-party cloud infrastructure expenses incurred in developing the Company’s product offerings and software services dedicated for use by the Company’s research and development organization.
Sales and marketing expenses consist primarily of personnel-related costs directly associated with the Company’s sales and marketing staff, including salaries, benefits, bonuses, commissions, stock-based compensation and allocated overhead costs. Sales and marketing expenses also include advertising costs and other expenses associated with the Company’s marketing and business development programs. In addition, sales and marketing expenses are comprised of travel-related expenses, software services dedicated for use by the Company’s sales and marketing organizations and outside services contracted for sales and marketing purposes.
General and administrative expenses consist of personnel-related costs associated with the Company’s finance, legal, human resources and administrative personnel, including salaries, benefits, bonuses, stock-based compensation and allocated overhead costs. General and administrative expenses also include external legal, accounting, professional services fees, software services dedicated for use by the Company’s general and administrative functions, insurance, allowance for credit losses and other corporate expenses.
Stock-Based Compensation
The Company measures and recognizes compensation expense for all stock-based awards (collectively referred to as stock-based compensation expense), including stock options, restricted stock awards, restricted stock units and performance-based restricted stock units granted to employees and directors, based on the estimated fair value of the awards on the date of grant. The fair value of restricted stock awards, restricted stock units and performance-based restricted stock units is determined using the fair value of the Company’s common stock on the date of grant. Forfeitures are accounted for in the period in which they occur. Stock-based compensation is recognized following the straight-line attribution method over the requisite service period for stock options, restricted stock awards and restricted stock units. Stock-based compensation is recognized under the accelerated attribution model over the requisite service period for performance-based restricted stock units.
Sales Taxes
The Company recognizes sales and other taxes collected from customers and subsequently remits the taxes to government authorities. The Company relieves the sales tax payable balances from the unaudited condensed consolidated balance sheets as cash is collected from the customer and the taxes are remitted to the appropriate tax authority.
Income Taxes
The Company accounts for income taxes in accordance with the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates that are expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. All deferred tax assets and liabilities are classified as non-current within the accompanying unaudited condensed consolidated balance sheets.
The Company recognizes the tax benefit from an uncertain tax position only if it meets the “more likely than not” threshold that the position will be sustained upon examination by the taxing authority, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes interest and penalties related to its uncertain tax positions, if any, as part of income tax expense within the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. No such interest or penalties were recognized during the periods presented. The Company hadno accruals for interest and penalties as of September 30, 2025 and December 31, 2024.
Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) (“ASU No. 2023-09”), which requires public entities to disclose on an annual basis (1) specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2024, and should be applied prospectively. Early adoption of the amendments is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of the adoption of this new standard on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU No. 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and should be applied retrospectively to all prior periods presented in the financial statements. Early adoption of the amendments is permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) (“ASU No. 2025-06”), which removes all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40 and specifies considerations around significant uncertainty associated with the development activities of the software. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, and can be applied prospectively, under a modified transition, or retrospectively to all prior periods presented in the financial statements. Early adoption of the amendments is permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.
- Revenue Recognition
Revenue is recognized, in an amount that reflects the consideration the Company expects to be entitled to over the term of the agreement, when control of the Company’s product offerings are transferred to customers.
The Company recognizes revenue through the following five-step framework in accordance with ASC 606, Revenue from Contracts with Customers:
(1) Identification of the contract, or contracts, with the customer;
(2) Identification of performance obligations in the contract;
(3) Determination of the transaction price;
(4) Allocation of the transaction price to the performance obligations in the contract;
(5) Recognition of revenue when, or as, the Company satisfies a performance obligation.
A performance obligation is a promise in a contract to transfer a distinct solution to the customer. The Company identifies performance obligations in its contracts with customers, which primarily include usage-based and subscription contracts. Usage-based contracts include fees based on usage of the Company’s platform or professional services, incurred on a time and materials basis, while subscription contracts represent the purchase of a committed data volume on the Company’s platform over a period of time. The transaction price is determined based on the amount which the Company expects to be entitled to in exchange for providing the promised services to the customer. For contracts that include multiple performance obligations, the transaction price in the contract is allocated to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized over time as performance obligations are satisfied. Variable consideration is evaluated on a contract-by-contract basis, and a constraint is applied using the facts and circumstances of the contract when applicable. On a limited basis, the Company enters into contracts whereby the consideration payable is contingent upon the conclusion of the legal matter. The Company does not recognize the revenue related to these contracts until the legal matter is resolved. During the three months ended September 30, 2025, one of the Company’s customers under such a contingent arrangement experienced a favorable resolution to the legal matter, allowing the Company to recognize $1.3 million in revenue.
The Company’s software contracts do not allow the customer to take possession of the software supporting the cloud-based platform. Customers are not entitled to any refunds.
The Company’s arrangements do not contain general rights of return. However, credits may be issued on a case-by-case basis. Amounts that have been invoiced are recorded in accounts receivable and in revenue or deferred revenue depending on whether the revenue recognition criteria have been met.
Nature of Contractual Arrangements
The Company’s revenue-generating activities directly relate to the sale and support of its legal product offerings within a single operating segment. The Company disaggregates revenue from contracts with customers based on how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company hastwo primary types of contractual arrangements: usage-based and subscription. Usage-based revenue is generated from contracts that are typically billed on a monthly basis and can be canceled withone month’s notice or are incurred on a time and materials basis. Subscription revenue is derived from contracts where customers are contractually committed to a fixed data volume over a period of time. Usage amounts above the fixed data volume are considered usage-based revenue. Subscription arrangements are billed in advance, typically on a monthly, quarterly or annual basis. Subscription revenue is recognized ratably over the life of the contract.
In the three and nine months ended September 30, 2025, usage-based revenue represented 91% and 90% of total revenue, respectively, and subscription revenue fees represented 9% and 10% of total revenue, respectively. In the three and nine months ended September 30, 2024, usage-based revenue represented 89% of total revenue and subscription revenue fees represented 11% of total revenue.
No significant judgments are required in determining whether services are considered distinct performance obligations and should be accounted for separately versus together, or to determine the stand-alone selling price.
Deferred Revenue
Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of performing the associated services. Of the $4.3 million of deferred revenue in each of the years ended December 31, 2024 and 2023, the Company recognized $3.6 million and $4.0 million as revenue during the nine months September 30, 2025 and 2024, respectively. As each of September 30, 2025 and December 31, 2024, the Company recorded $4.3 million of current deferred revenue. The Company hasno non-current deferred revenue as of September 30, 2025 and December 31, 2024.
Remaining Performance Obligations
Remaining performance obligations (“RPO”) represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. RPO exclude performance obligations from certain time and materials contracts that are billed in arrears. RPO are not necessarily indicative of future revenue growth because they do not account for consumption in excess of contracted capacity.
As of September 30, 2025, the Company expects to recognize approximately $25.4 million of revenue from RPO. The Company expects to recognize revenue of approximately $13.8 million as of September 30, 2025 from RPO over the next 12 months, with the remaining balance recognized thereafter.
Incremental Contract Costs
Incremental costs to obtain or fulfill a contract are capitalized if the expected benefit is expected to be longer than one year. These capitalized costs are amortized over the expected period of benefit, primarily based on the nature and terms of the Company’s contracts. As of September 30, 2025, capitalized incremental contract costs were $0.1 million. As of September 30, 2024, the Company recordedno capitalized incremental contract costs. These costs are included in prepaid expenses and other current assets within the unaudited condensed consolidated balance sheets. During the three and nine months ended September 30, 2025, the Company amortized anominal amount of incremental contract costs. During the three and nine months ended September 30, 2024, the Company amortizedno incremental contract costs.
Revenue by Groups of Similar Offerings and Geographic Area
The following table sets forth revenue by groups of similar offerings (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Software | $35,233 | $30,181 | $98,864 | $89,368 |
| Services | 5,686 | 6,085 | 16,814 | 18,474 |
| Total revenue | $40,919 | $36,266 | $115,678 | $107,842 |
Software is comprised of revenues related to the Company’s DISCO Hold, DISCO Request, DISCO Ediscovery, and DISCO Case Builder products. Services is comprised of revenues related to the Company’s DISCO Review business and professional services.
The Company determines the location of revenue using the billing address of each customer. The following table sets forth revenue by geographic area (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| United States | $37,584 | $33,262 | $106,666 | $98,156 |
| All other countries | 3,335 | 3,004 | 9,012 | 9,686 |
| Total revenue | $40,919 | $36,266 | $115,678 | $107,842 |
- Segment Information
The Company’s Chief Executive Officer is the chief operating decision maker, who reviews the Company’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. The chief operating decision maker uses consolidated net income to view operating trends, perform analytical comparisons and benchmark performance between periods to monitor budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating resources to the Company as a whole. Accordingly, the Company has determined that it operates in a single reporting segment. Refer to Note 3, “Revenue Recognition” to these unaudited condensed consolidated financial statements for revenue by geographic area. Further, long-lived assets outside of the United States are not significant.
Significant expenses are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Revenue | $40,919 | $36,266 | $115,678 | $107,842 |
| Cost of Revenue(1) | 10,008 | 9,740 | 29,194 | 27,880 |
| Gross Profit | 30,911 | 26,526 | 86,484 | 79,962 |
| Significant operating expenses: | ||||
| Personnel costs | 28,079 | 25,818 | 84,984 | 80,070 |
| Professional services(2) | 9,133 | 2,584 | 15,696 | 8,833 |
| Rent and facilities | 1,206 | 1,148 | 3,504 | 3,285 |
| Software expense | 3,365 | 3,216 | 9,849 | 9,254 |
| Advertising expense | 1,116 | 1,322 | 3,035 | 3,614 |
| Other segment items(3) | 2,474 | 3,315 | 8,298 | 10,499 |
| Loss from operations | (14,462) | (10,877) | (38,882) | (35,593) |
| Interest and other income, net | 937 | 1,837 | 3,499 | 5,328 |
| Income tax provision | (140) | (118) | (487) | (309) |
| Net loss attributable to common stockholders | $(13,665) | $(9,158) | $(35,870) | $(30,574) |
(1)Includes depreciation and amortization expense of$0.6 million and $1.8 million for the three and nine months ended September 30, 2025, respectively, and$0.6 million and $1.7 million for thethree and nine months ended September 30, 2024, respectively.
(2)Includes expenses related to the stockholder litigation of $7.0 million and $9.2 million for the three and nine months ended September 30, 2025, respectively, and $0.1 million and $0.7 millionfor thethree and nine months ended September 30, 2024, respectively.
(3)Other segment items include various non-significant expenses including travel, insurance, and office expenses. Other segment items also include depreciation and amortization expense of $0.3 million and $1.0 million for the three and nine months ended September 30, 2025, respectively, and $0.4 million and $1.4 million for the three and nine months ended September 30, 2024, respectively.
- Short-Term Investments
The following table represents the Company’s available-for-sale investments by major type (in thousands):
| September 30, 2025 | |||
|---|---|---|---|
| Amortized cost | Unrealized gain | Total fair value | |
| Cash equivalents: | |||
| U.S. government securities | $9,252 | $— | $9,252 |
| Short-term investments: | |||
| U.S. government securities | 81,572 | 10 | 81,582 |
| Corporate securities | 3,100 | — | 3,100 |
| Total short-term investments | 84,672 | 10 | 84,682 |
| Total level 1 debt securities | $93,924 | $10 | $93,934 |
| December 31, 2024 | |||
|---|---|---|---|
| Amortized cost | Unrealized gain | Total fair value | |
| Short-term investments: | |||
| U.S. government securities | $76,315 | $41 | $76,356 |
The Company’s cash equivalents and short-term investment instruments are classified using Level 1 inputs within the fair value hierarchy and are valued using quoted market prices with reasonable levels of price transparency. Debt securities have a weighted-average maturity of 0.23 years as of September 30, 2025.
- Property and Equipment
Property and equipment consist of the following (in thousands):
| September 30,2025 | December 31,2024 | |
|---|---|---|
| Computer equipment | $6,912 | $6,428 |
| Capitalized software development | 14,538 | 12,212 |
| Leasehold improvements | 1,137 | 1,103 |
| Furniture | 1,220 | 1,211 |
| Total property and equipment | 23,807 | 20,954 |
| Less: accumulated depreciation and amortization | (15,777) | (13,076) |
| Property and equipment, net | $8,030 | $7,878 |
As discussed in Note 2, “Summary of Significant Accounting Policies - Capitalized Software Development Costs”, the Company capitalizes costs related to the development of computer software for internal use or related to the development of product offerings and is included in capitalized software development costs within property and equipment, net on the unaudited condensed consolidated balance sheets.
Depreciation and amortization expense relating to the Company’s property and equipment was $0.8 million and $2.5 million for the three and nine months ended September 30, 2025, respectively. Depreciation and amortization expense relating to the Company’s property and equipment was $0.9 million and $2.8 million for the three and nine months ended September 30, 2024, respectively.
During the fourth quarter of the year ended December 31, 2024, the Company identified a triggering event related to the primary law finite-lived intangible assetand the capitalized software development costs associated with the integration of the primary law intangible asset into the Company’s product offerings as it was no longer probable of being completed. Impairment charges of$1.2 million were recorded against the capitalized software development related to the integration of the primary law intangible asset. Refer to Note 9, “Goodwill and Intangible Assets” regarding the details of the impairment charge.
- Leases
The Company leases office spaces under non-cancellable operating leases for its corporate headquarters in Austin, Texas and its office space in New York, New York. The Company also leases furniture under a non-cancellable finance lease. Pursuant to the corporate headquarters lease in Austin, the initial term expires on July 31, 2028, and pursuant to the lease in New York, the term expires on January 31, 2028. For each lease, the Company recognizes a right-of-use-asset and lease liability. The asset and liability are then amortized as payments are made.
Future minimum payments required under operating and financing leases, by year and in aggregate, that have initial or remaining non-cancellable lease terms in excess of one year, are as follows (in thousands):
| As of September 30, 2025 | ||
|---|---|---|
| OperatingLeases · FinanceLeases | ||
| Remainder of 2025 | $717 | $11 |
| 2026 | 2,917 | 47 |
| 2027 | 3,006 | 47 |
| 2028 | 1,397 | 28 |
| Thereafter | — | — |
| Total lease payments | $8,037 | $133 |
As of September 30, 2025, the remaining weighted average term was 2.73 years and 2.84 years for the operating leases and finance lease, respectively. As of September 30, 2025, the Company had no additional operating or finance leases with future commencement dates.
- Commitments and Contingencies
Leases and Other Commitments
See Note 7, “Leases,” to these unaudited condensed consolidated financial statements for additional detail on the Company’s operating and finance lease commitments arising from these agreements.
Additionally, the Company has contractual commitments relating to cloud platform hosting and service purchase commitments as well as computer software licenses used to facilitate company operations. These commitments, that are noncancellable and expire withinone tofour years after September 30, 2025, are as follows (in thousands):
| Purchase obligations | As of September 30, 2025 |
|---|---|
| Remainder of 2025 | $5,758 |
| 2026 | 23,651 |
| 2027 | 22,333 |
| 2028 | 22,140 |
| 2029 | 11,070 |
| Thereafter | — |
| Total | $84,952 |
Litigation
From time to time, the Company is involved in various legal proceedings arising from the normal course of business activities. 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 are 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. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties.
On September 19, 2023, a purported stockholder class action lawsuit was filed against the Company and certain of its current and former officers in the United States District Court in the Southern District of New York, alleging violations under Sections 10(b) and 20(a) of the Exchange Act. The complaint alleges that the Company made materially false or misleading statements about the factors that were driving its revenue growth between July 21, 2021 and August 11, 2022. The complaint seeks an unspecified amount of damages, interest, attorneys’ fees, expert fees, costs, and other relief as the court may deem just and proper. On December 12, 2023, the Court appointed a lead plaintiff and lead counsel. On January 8, 2024, the Court transferred the case to the United States District Court in the Western District of Texas. On March 8, 2024, the lead plaintiff filed an amended complaint. On May 10, 2024, the Company filed a motion to dismiss the amended complaint, which was fully briefed as of August 12, 2024. On January 30, 2025, the Court issued an order granting in part and denying in part the
Company’s motion to dismiss. On February 27, 2025, the Company filed a motion for reconsideration on the Court’s order denying in part the Company’s motion to dismiss, which was denied on April 9, 2025.
The Company’s policy is to expense legal fees as services are rendered in connection with legal matters, and to accrue for liabilities when losses are probable and reasonably estimable based on existing information. As of September 30, 2025, without admitting liability in connection with the matter described above, the Company has recorded a loss contingency of $15.5 million and a corresponding insurance recovery asset of $9.2 million on the unaudited condensed consolidated balance sheet. The net impact of $6.3 million is recorded within general and administrative expenses on the unaudited condensed consolidated statements of operations and comprehensive loss. The determination that the recorded insurance recovery receivable is probable of collection is based on the terms of the applicable insurance policies, estimated amounts to resolve, and communications with the insurers. While it is not feasible to predict the outcome of proceedings and exposures with certainty, the Company believes this matter should not have a material adverse effect on its consolidated financial statements.
- Goodwill and Intangible Assets
Goodwill
The carrying amount of goodwill was $5.9 million at both September 30, 2025 and December 31, 2024. No impairment of goodwill was identified during 2024, nor has any impairment of goodwill been identified during the nine months ended September 30, 2025.
Primary Law
On August 17, 2023, the Company executed afive-year $14.0 million licensing agreement with Fastcase, Inc. (“Fastcase”), whereby the Company received a perpetual license of Fastcase’s library of U.S. case law, statutes, regulations and court rules (collectively “primary law”). The Company anticipated integrating primary law into its product offerings to automate drafting of legal documents and research memos and assist lawyers in identifying potential legal claims and defenses from new and historical case law, statutes, regulations and court rulings. Fastcase will provide the Company with regular data updates during the initial term. After the initial term, the Company will have an option to renew the agreement for an additional five-year term, following which the Company will then have the option to renew the agreement for an unlimited number of successiveone-year renewal periods. The agreement will continue to automatically renew until terminated by either party with 60 days’ notice. During all renewal periods, Fastcase will continue to provide regular data updates. In accordance with ASC 350, Intangibles— Goodwill and Other, the data obtained was classified as an intangible asset.
During the fourth quarter of the year ended December 31, 2024, the Company identified a triggering event related to the primary law intangible asset, and the capitalized software development costs associated with the integration of the primary law intangible asset into the Company’s product offerings as it was no longer probable of being completed. The fair value of the primary law intangible asset and its related capitalized development costs was determined to bezero as no future cash flows were identified. The Company recorded a full non-cash impairment charge on the primary law intangible asset of$14.0 million andalso recorded a$1.2 millionnon-cash impairment charge related to all capitalized software development costs associated with the integration. The Company recordedno impairment charges in the nine months ended September 30, 2025.
Other Intangible Assets
Other intangible assets, net consisted of the following (in thousands):
| September 30, 2025 | ||||
|---|---|---|---|---|
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Amortization Period | |
| Developed technology | $900 | $(649) | $251 | 5 years |
| December 31, 2024 | ||||
|---|---|---|---|---|
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Amortization Period | |
| Developed technology | $900 | $(514) | $386 | 5 years |
| Customer relationships | 300 | (286) | 14 | 3 years |
| Total | $1,200 | $(800) | $400 | |
Other intangible asset amortization expense wasnominal and $0.1 million for the three and nine months ended September 30, 2025, respectively. Other intangible asset amortization expense was $0.1 million and $0.2 million for the three and nine months ended September 30, 2024, respectively. Amortization expense related to developed technology and customer relationships is included in cost of revenue and operating expenses, respectively, on the unaudited condensed consolidated statements of operations and comprehensive loss.
As of September 30, 2025, future amortization expense by year is expected to be as follows (in thousands):
| Amount | |
|---|---|
| Remainder of 2025 | $45 |
| 2026 | 180 |
| 2027 | 26 |
| Thereafter | — |
| Total | $251 |
- Stockholders’ Equity
Equity Incentive Plans
In December 2013, the Company adopted the Long-Term Incentive Plan (“2013 Plan”). The 2013 Plan was terminated in July 2021 in connection with the adoption of the 2021 Equity Incentive Plan (“2021 Plan”), which became effective on July 20, 2021, and no further awards will be granted under the 2013 Plan. The 2021 Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Code to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards (“RSAs”), performance-based restricted stock units (“PSUs”), restricted stock units (“RSUs”) and other forms of awards to the Company’s employees, directors and consultants, including employees and consultants of the Company’s affiliates. As of September 30, 2025,5.7 million shares remained available for future issuance under the 2021 Plan. The Company recognized total stock-based compensation expense related to equity incentive awards of $18.4 million and $16.9 million for the nine months ended September 30, 2025 and 2024, respectively.
Stock Options
Prior to becoming a public company in 2021, the Company granted options to employees, directors and consultants. The Company ceased granting options after its initial public offering in July 2021. Options were granted with an exercise price equal to the fair value of the shares on the date of grant. The maximum term of options granted under the plan is 10 years from the date of grant. Options generally vest according to afour-year vesting schedule, with 25% of the shares vesting on the first anniversary of the vesting commencement date and the remainder of the shares vesting in equal monthly installments thereafter.
The following table summarizes the stock option activity under the 2013 Plan and 2021 Plan (in thousands, except for per share amounts and years):
| Number ofshares | Weighted-averageexerciseprice pershare | Weighted-averageremainingcontractuallife (years) | Aggregateintrinsicvalue | |
|---|---|---|---|---|
| Options outstanding as of December 31, 2024 | 287 | $7.24 | 3.58 | $375 |
| Granted | — | — | ||
| Exercised | (64) | 0.57 | ||
| Forfeited and cancelled | (40) | 9.99 | ||
| Options outstanding as of September 30, 2025 | 183 | $8.98 | 3.84 | $127 |
| Options vested and exercisable as of September 30, 2025 | 183 | $8.98 | 3.84 | $127 |
Aggregate intrinsic value represents the difference between the Company’s fair value of its common stock and the exercise price of outstanding options. The aggregate intrinsic value of stock options exercised was $0.2 million during each of the nine months ended September 30, 2025 and 2024.
As of September 30, 2025, there wasno unrecognized stock-based compensation expense related to outstanding unvested stock options that are expected to vest.
Restricted Stock Awards
Prior to becoming a public company, the Company granted RSAs to certain senior employees and consultants. The Company ceased granting RSAs after its initial public offering in July 2021. The fair value of RSAs is determined using the fair value of the Company’s common stock on the date of grant. No RSAs were granted during the nine months ended September 30, 2025 and 2024. During each of the nine months ended September 30, 2025 and 2024,37,500 RSAs vested and were released from the Company’s right to repurchase. During each of the nine months ended September 30, 2025 and 2024, no RSAs were cancelled.
As of September 30, 2025, the Company had $0.2 million of unrecognized stock-based compensation related to RSAs with a weighted average remaining requisite service period of 0.25 years.
Restricted Stock Units and Performance-Based Restricted Stock Units
The fair value of RSUs and PSUs is determined using the closing market price of the Company’s common stock on the date of grant. The RSUs vest over the requisite service period, generally three years orfour years, subject to the continuous service of the individual.
In February 2025 and 2024, the Company granted PSUs for 0.9 million shares and 0.4 million shares of common stock, respectively. The PSUs vest on the satisfaction of both service-based and performance-based conditions. The PSUs have aone-year performance period based on revenue and Adjusted EBITDA targets as well as non-quantitative business-related performance criteria that will determine the total vestable shares. With respect to the PSUs granted in 2025, after the applicable performance period, one-fourth of the vestable shares will vest upon the Compensation Committee’s certification of the degree of achievement of the applicable goals, and the remaining vestable shares will vest over athree-year service period. With respect to the PSUs granted in 2024, after the applicable performance period, one-third of the vestable shares vested upon the Compensation Committee’s certification of the degree of achievement of the applicable goals, and the remaining vestable shares will vest over atwo-year service period. In February 2025, it was determined that the Company partially met the performance goals for the PSUs granted in 2024, and accordingly, these PSUs will vest at approximately 73% attainment. As of September 30, 2025,0.1 million of the PSUs granted in 2024 had vested or settled and 0.3 million of the PSUs granted in 2024 were cancelled.
The following table summarizes the RSU and PSU activity under the 2021 Plan (in thousands, except for per share amounts):
| Number ofshares | Weighted-average fair value | Aggregateintrinsicvalue | |
|---|---|---|---|
| Unvested and outstanding as of December 31, 2024 | 5,095 | $8.85 | $25,424 |
| Granted | 5,028 | 5.14 | |
| Vested | (2,005) | 9.12 | |
| Forfeited and cancelled | (658) | 7.10 | |
| Unvested and outstanding as of September 30, 2025 | 7,460 | $6.43 | $48,188 |
As of September 30, 2025, there was an estimated $40.6 million of total unrecognized stock-based compensation expense related to RSUs and PSUs with a weighted average remaining requisite service period of 2.23 years.
Employee Stock Purchase Plan
In June 2022, the Compensation Committee approved the terms of the Company’s offerings under its 2021 Employee Stock Purchase Plan (“ESPP”). Under the terms of the offering, the Company’s employees can elect to have up to 15% of their annual compensation, up to a maximum of $25,000 per year, withheld to purchase shares of the Company’s common stock for a purchase price equal to 85% of the lesser of the closing fair market value per share of the Company’s common stock on (i) the commencement date of thesix-month offering period, or (ii) the respective purchase date. The initial offering period commenced on August 1, 2022 and ended on January 31, 2023 with subsequentsix-month offering periods commencing on February 1 st and August 1 st of each year. The Company recognized $0.1 million and $0.2 million of stock-based compensation expense for the ESPP during the nine months ended September 30, 2025 and 2024, respectively. The Company distributed 0.1 million shares of the Company’s common stock through the ESPP in each of the nine months ended September 30, 2025 and 2024.
Share Repurchase Program
In March 2024, the Board of Directors authorized the repurchase of up to $20.0 million of the Company’s outstanding shares of common stock, which was completed as of June 30, 2024 under which approximately 2.6 million shares of common stock were purchased at a weighted average price of $7.66. These trades were completed through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, in accordance with applicable securities laws and other restrictions.
- Income Taxes
The Company’s income tax expense was $0.1 million and $0.5 million for the three and nine months ended September 30, 2025, respectively. The Company’s income tax expense was $0.1 million and $0.3 million for the three and nine months ended September 30, 2024, respectively. Income tax expense consists primarily of income taxes in the United Kingdom and India. Due to the Company’s history of losses in the United States, a full valuation allowance on substantially all of the Company’s deferred tax assets, including net operating loss carryforwards, deferred expenses, stock compensation and other book versus tax differences, was maintained. The Company’s effective tax rate was (1.04)% and (1.38)% of the loss before income taxes for the three and nine months ended September 30, 2025, respectively. The Company’s effective tax rate was (1.31)% and (1.02)% of the loss before income taxes for the three and nine months ended September 30, 2024, respectively. The Company’s effective tax rate is mainly affected by tax rates and relative income earned in the United Kingdom and India, state taxes and changes in the valuation allowance.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions including the immediate expensing of U.S. research and development expenditures. The OBBBA is not expected to have a material impact on the Company’s consolidated financial statements.
- Defined Contribution Plan
The Company sponsors a defined contribution retirement plan qualifying under Section 401(k) of the Internal Revenue Code of 1986. This plan covers all employees within the United States who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company made $0.4 million and $1.5 million in employer contributions to the plan during the three and nine months ended September 30, 2025, respectively. The Company made $0.4 million and $1.3 million in employer contributions to the plan during the three and nine months ended September 30, 2024, respectively.
The Company also engages in a required pension plan in the United Kingdom. As of September 30, 2025 and December 31, 2024, the liability under this plan was immaterial.
- Net Loss Per Share Attributable to Common Stockholders
The following table presents calculations for basic and diluted net loss per share (in thousands, except per share amounts):
| Three Months EndedSeptember 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net loss applicable to common stockholders basic and diluted | $(13,665) | $(9,158) | $(35,870) | $(30,574) |
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 62,094 | 59,675 | 61,320 | 60,236 |
| Net loss per share attributable to common stockholders, basic and diluted | $(0.22) | $(0.15) | $(0.58) | $(0.51) |
The following outstanding shares of common stock equivalents as of the periods presented were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been anti-dilutive (in thousands):
| As of September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Stock options | 183 | 405 |
| Unvested restricted stock awards | 13 | 63 |
| Unvested restricted stock units, including performance-based restricted stock units | 7,460 | 5,324 |
| Total | 7,656 | 5,792 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.