Yext, Inc.
For the period ended Oct 31, 2025. Filed Dec 8, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Oct 31, 2025 · Filed Dec 8, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-07-31; filed 2025-09-08.
0001614178-25-000119
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-10-31; filed 2025-12-08.
0001628280-25-055819
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 130 previous paragraphs and 132 current paragraphs.
91 unchanged; 34 reworded; 6 added; 4 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Cost of revenue was $29.2 million for the three months ended October 31, 2025, compared to $26.2 million for the three months ended October 31, 2024, an increase of $3.0 million or 11%. The increase was primarily driven by a $0.9 million increase in personnel-related costs reflecting higher headcount. In addition, data centers costs increased $0.7 million, and asset impairment charges of $1.1 million were recognized during the three months ended October 31, 2025 in connection with subleasing a floor of our corporate headquarters.
Current report
Research and development expense was $22.6 million for the three months ended October 31, 2025, compared to $21.1 million for the three months ended October 31, 2024, an increase of $1.5 million or 7%. The increase was primarily driven by a $1.1 million increase in stock-based compensation expense largely due to awards granted in connection with the acquisition of Places Scout. In addition, asset impairment charges of $0.9 million were recognized during the three months ended October 31, 2025 in connection with subleasing a floor of our corporate headquarters. The increase was offset by a $1.1 million decrease in costs associated with the acquisition of Hearsay recognized during the three months ended October 31, 2024, primarily related to the incentive pool.
Current report
Nine Months Ended October 31, 2025 Compared to Nine Months Ended October 31, 2024
Current report
Recent Changes in Non-GAAP Metrics
Current report
Beginning with the three months ended October 31, 2025, we revised our definitions of Non-GAAP net income (loss) and Adjusted EBITDA to include adjustments for asset impairment charges associated with subleasing a floor of our corporate offices, as well as strategic transaction costs related to third-party costs incurred for Michael Walrath’s, Yext’s Chief Executive Officer and Chairman on the Board of Directors, non-binding proposal to acquire all outstanding shares. We believe these changes provide investors with a view of continuing core operations without the effects of these items, which may vary for reasons unrelated to overall operating performance.
Current report
We have recast our results on the same basis for the prior comparative periods presented, although the effects in those periods remain unchanged as no strategic transaction costs or asset impairments occurred.
Removed paragraphs (4)
Previous report
(1)ARR as of July 31, 2025, is inclusive of Hearsay's results.
Previous report
Cost of revenue was $28.1 million for the three months ended July 31, 2025, compared to $22.3 million for the three months ended July 31, 2024, an increase of $5.8 million or 26%. The increase was primarily driven by a $2.3 million increase in amortization expense from acquired intangible assets largely related to the acquisition of Hearsay, as well as a $0.5 million increase in royalties and integration fees. In addition, personnel-related costs increased $0.6 million and data centers costs increased $0.9 million.
Previous report
Six Months Ended July 31, 2025 Compared to Six Months Ended July 31, 2024
Previous report
Net cash used in investing activities of $1.2 million for the six months ended July 31, 2024 reflected capital expenditures.
Reworded paragraphs (34)
Previous wording
Cost of revenue consists primarily of employee-related costs, including personnel-related costs, which mainly consist of salaries and wages, and stock-based compensation expense. Cost of revenue also includes fees associated with our Publisher Network application provider arrangements, the nature of which may be unpaid, fixed, or variable, and are unpaid with many of our larger providers, as well as the costs associated with our data centers. In addition, cost of revenue includes depreciation expense, which includes amounts allocated based on employee headcount, as well as amounts related to certain capitalized software development costs incurred in connection with additional functionality to our platform. Cost of revenue also includes amortization expense, which includes amounts related to intangible assets arising from acquisitions and lease expenses associated with our office spaces, which are allocated based on employee headcount. In addition, cost of revenue includes professional related costs and software expense, which relates to licenses, professional services, and other costs associated with software for use in the operations of our business, which is also allocated based on employee headcount.
Current wording
Cost of revenue consists primarily of employee-related costs, including personnel-related costs, which mainly consist of salaries and wages, and stock-based compensation expense. Cost of revenue also includes fees associated with our Publisher Network application provider arrangements, the nature of which may be unpaid, fixed, or variable, and are unpaid with many of our larger providers, as well as the costs associated with our data centers. In addition, cost of revenue includes depreciation expense, which includes amounts allocated based on employee headcount, as well as amounts related to certain capitalized software development costs incurred in connection with additional functionality to our platform. Cost of revenue also includes amortization expense, which includes amounts related to intangible assets arising from acquisitions, as well as lease expenses and asset impairments associated with our office spaces, which are allocated based on employee headcount. In addition, cost of revenue includes professional related costs and software expense, which relates to licenses, professional services, and other costs associated with software for use in the operations of our business, which is also allocated based on employee headcount.
Previous wording
Sales and marketing expenses. Sales and marketing expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense. Personnel-related costs mainly consist of salaries and wages and costs of obtaining revenue contracts. Sales and marketing expenses also include lease expenses associated with our office spaces, as well as software expense, each of which are allocated based on employee headcount. In addition, sales and marketing expenses include amortization expense, which includes amounts related to intangible assets arising from acquisitions, as well as costs related to advertising and conferences and brand awareness events.
Current wording
Sales and marketing expenses. Sales and marketing expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense. Personnel-related costs mainly consist of salaries and wages and costs of obtaining revenue contracts. Sales and marketing expenses also include lease expenses and asset impairments associated with our office spaces, as well as software expense, each of which are allocated based on employee headcount. In addition, sales and marketing expenses include amortization expense, which includes amounts related to intangible assets arising from acquisitions, as well as costs related to advertising and conferences and brand awareness events.
Previous wording
Research and development expenses. Research and development expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense. Personnel-related costs mainly consist of salaries and wages. Capitalized software development costs related to additional functionality to our platform are excluded from research and development expenses as they are capitalized as a component of property and equipment, net and depreciated to cost of revenue over the term of their useful life. Research and development expenses also include data centers costs associated with pre-production costs for testing and quality assurance, as well as lease expenses associated with our office spaces, and software expense, each of which are allocated based on employee headcount.
Current wording
Research and development expenses. Research and development expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense. Personnel-related costs mainly consist of salaries and wages. Capitalized software development costs related to additional functionality to our platform are excluded from research and development expenses as they are capitalized as a component of property and equipment, net and depreciated to cost of revenue over the term of their useful life. Research and development expenses also include data centers costs associated with pre-production costs for testing and quality assurance, as well as lease expenses and asset impairments associated with our office spaces, and software expense, each of which are allocated based on employee headcount.
Previous wording
General and administrative expenses. General and administrative expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense for our finance and accounting, human resources, information technology and legal support departments. Personnel-related costs mainly consist of salaries and wages. General and administrative expenses also include lease expenses associated with our office spaces, as well as software expense, each of which are allocated based on employee headcount. In addition, general and administrative expenses include other professional related costs which include acquisition-related costs, as well as fair value adjustments related to contingent consideration.
Current wording
General and administrative expenses. General and administrative expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense for our finance and accounting, human resources, information technology and legal support departments. Personnel-related costs mainly consist of salaries and wages. General and administrative expenses also include lease expenses and asset impairments associated with our office spaces, as well as software expense, each of which are allocated based on employee headcount. In addition, general and administrative expenses include other professional related costs which include acquisition-related costs, as well as fair value adjustments related to contingent consideration.
Previous wording
Total revenue was $222.6 million for the six months ended July 31, 2025, compared to $193.9 million for the six months ended July 31, 2024, an increase of $28.7 million or 15%. The increase was entirely driven by the inclusion of Hearsay’s revenue as a result of the acquisition which was completed on August 1, 2024. For both the six months ended July 31, 2025 and 2024, revenue recognized from subscription and associated support to our platform was 93%, while revenue recognized from professional services was 7%.
Current wording
Total revenue was $112.0 million for the three months ended October 31, 2025, compared to $114.0 million for the three months ended October 31, 2024, a decrease of $2.0 million or 2%. For both the three months ended October 31, 2025 and 2024, revenue recognized from subscription and associated support to our platform was 94%, while revenue recognized from professional services was 6%.
Previous wording
Revenue for the three months ended July 31, 2025, included a positive impact from foreign currency exchange rates of approximately $1.2 million, using a constant currency basis. We calculate constant currency by translating our current period results for entities reporting in currencies other than U.S. Dollars (“USD”) into USD at the average monthly exchange rates in effect during the comparative period, as opposed to the average monthly exchange rates in effect during the current period.
Current wording
Revenue for the three months ended October 31, 2025, included a positive impact from foreign currency exchange rates of approximately $0.3 million, using a constant currency basis. We calculate constant currency by translating our current period results for entities reporting in currencies other than U.S. Dollars (“USD”) into USD at the average monthly exchange rates in effect during the comparative period, as opposed to the average monthly exchange rates in effect during the current period.
Previous wording
Revenue attributable to direct customers was $186.0 million for the six months ended July 31, 2025, compared to $156.7 million for the six months ended July 31, 2024, an increase of $29.3 million, or 19%. The increase was entirely driven by the inclusion of Hearsay’s revenue as a result of the acquisition which did not exist in the comparative period. Revenue attributable to third-party reseller customers was $36.6 million for the six months ended July 31, 2025, compared to $37.2 million for the six months ended July 31, 2024, a decrease of $0.6 million or 1%, primarily due to customer attrition.
Current wording
Revenue attributable to direct customers was $93.3 million for the three months ended October 31, 2025, compared to $95.5 million for the three months ended October 31, 2024, a decrease of $2.2 million, or 2%. The decrease was driven primarily by customer attrition. Revenue attributable to third-party reseller customers was $18.7 million for the three months ended October 31, 2025 compared to $18.5 million for the three months ended October 31, 2024, remaining relatively consistent.
Previous wording
Gross margin was 75.2% for the three months ended July 31, 2025, compared to 77.2% for the three months ended July 31, 2024 as reflected in the discussion above.
Current wording
Gross margin was 73.9% for the three months ended October 31, 2025, compared to 77.0% for the three months ended October 31, 2024 as reflected in the discussion above.
Previous wording
Sales and marketing expense was $68.3 million for the six months ended July 31, 2025, compared to $85.2 million for the six months ended July 31, 2024, a decrease of $16.9 million or 20%. The decrease was primarily driven by employee-related costs, as personnel-related costs decreased $9.9 million and stock-based compensation expense decreased $2.8 million, reflecting lower headcount. In addition, conferences and events decreased $2.5 million and advertising costs decreased $2.0 million. These decreases were offset by a $3.4 million increase in amortization expense primarily related to acquired intangible assets from the Hearsay acquisition.
Current wording
Sales and marketing expense was $34.0 million for the three months ended October 31, 2025, compared to $43.7 million for the three months ended October 31, 2024, a decrease of $9.6 million or 22%. The decrease was primarily driven by employee-related costs as personnel-related costs decreased $6.6 million and stock-based compensation expense decreased $1.7 million, reflecting lower headcount. In addition, advertising costs decreased $0.9 million. The decrease was offset by asset impairment charges of $1.0 million recognized during the three months ended October 31, 2025 in connection with subleasing a floor of our corporate headquarters.
Previous wording
General and administrative expense amounted to a $0.1 million benefit for the three months ended July 31, 2025, compared to $22.6 million of expense for the three months ended July 31, 2024, a decrease of $22.7 million. The benefit recorded for the three months ended July 31, 2025 was driven by a $23.4 million decrease in the fair value of contingent consideration pertaining to the Hearsay acquisition. See Note 6 "Fair Value of Financial Instruments" to our condensed consolidated financial statements for additional information. In addition, professional related costs decreased $1.8 million mainly due to acquisition-related costs related to Hearsay included in our results for the three months ended July 31, 2024. This was offset by a $1.8 million increase in stock-based compensation expense, largely due to awards granted to certain executives including performance-based restricted stock units.
Current wording
General and administrative expense was $18.4 million for the three months ended October 31, 2025, compared to $33.4 million for the three months ended October 31, 2024, a decrease of $15.0 million or 45%. The decrease was primarily driven by the acquisition of Hearsay on August 1, 2024, which resulted in $9.4 million of costs associated with the incentive pool being incurred during the three months ended October 31, 2024, as well as changes in the fair value of contingent consideration of $4.9 million. See Note 6 "Fair Value of Financial Instruments" to our condensed consolidated financial statements for additional information on contingent consideration. In addition, professional related costs decreased $0.7 million largely due to acquisition-related costs related to Hearsay included in our results for the three months ended October 31, 2024. The decrease was offset by asset impairment charges of $0.8 million recognized during the three months ended October 31, 2025 in connection with subleasing a floor of our corporate headquarters.
Previous wording
See Note 12" Income Taxes" to our condensed consolidated financial statements for additional information on our (provision for) benefit from income taxes.
Current wording
See Note 12" Income Taxes" to our condensed consolidated financial statements for additional information on our provision for income taxes.
Previous wording
Total revenue was $113.1 million for the three months ended July 31, 2025, compared to $97.9 million for the three months ended July 31, 2024, an increase of $15.2 million or 16%. The increase was entirely driven by the inclusion of Hearsay’s revenue as a result of the acquisition which was completed on August 1, 2024. For both the three months ended July 31, 2025 and 2024, revenue recognized from subscription and associated support to our platform was 93%, while revenue recognized from professional services was 7%.
Current wording
Total revenue was $334.6 million for the nine months ended October 31, 2025, compared to $307.9 million for the nine months ended October 31, 2024, an increase of $26.7 million or 9%. The increase was entirely driven by the inclusion of Hearsay’s revenue as a result of the acquisition which was completed on August 1, 2024. During the nine months ended October 31, 2025 and 2024, revenue recognized from subscription and associated support to our platform was 94%, while revenue recognized from professional services was 6%, compared to 93% and 7%, respectively.
Previous wording
Revenue for the six months ended July 31, 2025, included a positive impact from foreign currency exchange rates of approximately $1.8 million, using a constant currency basis. We calculate constant currency by translating our current period results for entities reporting in currencies other than USD into USD at the average monthly exchange rates in effect during the comparative period, as opposed to the average monthly exchange rates in effect during the current period.
Current wording
Revenue for the nine months ended October 31, 2025, included a positive impact from foreign currency exchange rates of approximately $2.1 million, using a constant currency basis. We calculate constant currency by translating our current period results for entities reporting in currencies other than USD into USD at the average monthly exchange rates in effect during the comparative period, as opposed to the average monthly exchange rates in effect during the current period.
Previous wording
Revenue attributable to direct customers was $94.5 million for the three months ended July 31, 2025, compared to $79.3 million for the three months ended July 31, 2024, an increase of $15.3 million, or 19%. The increase was entirely driven by the inclusion of Hearsay’s revenue as a result of the acquisition which was completed on August 1, 2024. Revenue attributable to third-party reseller customers was $18.6 million for both the three months ended July 31, 2025 and July 31, 2024, remaining relatively consistent.
Current wording
Revenue attributable to direct customers was $279.2 million for the nine months ended October 31, 2025, compared to $252.2 million for the nine months ended October 31, 2024, an increase of $27.1 million, or 11%. The increase was entirely driven by the inclusion of Hearsay’s revenue as a result of the acquisition which was completed on August 1, 2024. Revenue attributable to third-party reseller customers was $55.3 million for the nine months ended October 31, 2025, compared to $55.7 million for the nine months ended October 31, 2024, remaining relatively consistent.
Previous wording
Cost of revenue was $55.2 million for the six months ended July 31, 2025, compared to $43.8 million for the six months ended July 31, 2024, an increase of $11.3 million or 26%. The increase was primarily driven by a $4.8 million increase in amortization expense related to acquired intangible assets largely related to the acquisition of Hearsay, as well as $1.3 million related to royalties and integration fees. In addition, personnel-related costs increased $1.5 million and data center costs increased $1.4 million.
Current wording
Cost of revenue was $84.4 million for the nine months ended October 31, 2025, compared to $70.1 million for the nine months ended October 31, 2024, an increase of $14.3 million or 20%. The increase was primarily driven by a $5.1 million increase in amortization expense related to acquired intangible assets largely related to the acquisition of Hearsay, as well as $1.2 million related to royalties and integration fees. In addition, personnel-related costs increased $2.4 million reflecting higher headcount, data center costs increased $2.0 million, and asset impairment charges of $1.1 million were recognized during the nine months ended October 31, 2025, in connection with subleasing a floor of our corporate headquarters.
Previous wording
Gross margin was 75.2% for the six months ended July 31, 2025, compared to 77.4% for the six months ended July 31, 2024 as reflected in the discussion above.
Current wording
Gross margin was 74.8% for the nine months ended October 31, 2025, compared to 77.2% for the nine months ended October 31, 2024 as reflected in the discussion above.
Previous wording
Sales and marketing expense was $32.1 million for the three months ended July 31, 2025, compared to $42.0 million for the three months ended July 31, 2024, a decrease of $9.9 million or 24%. The decrease was primarily driven by employee-related costs as personnel-related costs decreased $5.8 million and stock-based compensation expense decreased $2.5 million, reflecting lower headcount. In addition, advertising costs decreased $1.3 million, and conferences and events decreased $1.0 million. These decreases were offset by a $1.7 million increase in amortization expense primarily related to acquired intangible assets primarily from the Hearsay acquisition.
Current wording
Sales and marketing expense was $102.3 million for the nine months ended October 31, 2025, compared to $128.9 million for the nine months ended October 31, 2024, a decrease of $26.6 million or 21%. The decrease was primarily driven by employee-related costs, as personnel-related costs decreased $16.6 million and stock-based compensation expense decreased $4.5 million, reflecting lower headcount. In addition, advertising costs decreased $2.9 million and conferences and events decreased $2.3 million. These decreases were offset by a $3.6 million increase in amortization expense primarily related to acquired intangible assets from the Hearsay acquisition, and asset impairment charges of $1.0 million recognized during the nine months ended October 31, 2025, in connection with subleasing a floor of our corporate headquarters.
Previous wording
Research and development expense was $45.2 million for the six months ended July 31, 2025, compared to $35.6 million for the six months ended July 31, 2024, an increase of $9.6 million or 27%. The increase was primarily driven by employee-related costs, as personnel-related costs increased $5.2 million reflecting higher headcount, and stock-based compensation expense increased $1.6 million, largely due to awards granted in connection with the acquisition of Places Scout. In addition, software expense increased $0.8 million.
Current wording
Research and development expense was $67.9 million for the nine months ended October 31, 2025, compared to $56.7 million for the nine months ended October 31, 2024, an increase of $11.2 million or 20%. The increase was primarily driven by employee-related costs, as personnel-related costs increased $4.1 million reflecting higher headcount, and stock-based compensation expense increased $2.7 million, largely due to awards granted in connection with the acquisition of Places Scout. In addition, software expense increased $0.8 million, and asset impairment charges of $0.9 million were recognized during the nine months ended October 31, 2025, in connection with subleasing a floor of our corporate headquarters.
Previous wording
General and administrative expense was $23.1 million for the six months ended July 31, 2025, compared to $42.2 million for the six months ended July 31, 2024, a decrease of $19.1 million or 45%. The decrease was primarily driven by changes in the fair value of contingent consideration pertaining to the Hearsay acquisition of $21.6 million. See Note 6 "Fair Value of Financial Instruments" to our condensed consolidated financial statements for additional information. This was offset an by a $2.4 million increase in stock-based compensation expense, largely due to awards granted to certain executives including performance-based restricted stock units.
Current wording
General and administrative expense was $41.5 million for the nine months ended October 31, 2025, compared to $75.6 million for the nine months ended October 31, 2024, a decrease of $34.1 million or 45%. The decrease was primarily driven by the acquisition of Hearsay on August 1, 2024, which resulted in $9.4 million of costs associated with the incentive pool being incurred during the nine months ended October 31, 2024, as well as changes in the fair value of contingent consideration of $26.5 million. See Note 6 "Fair Value of Financial Instruments" to our condensed consolidated financial statements for additional information on contingent consideration. This was offset by a $2.8 million increase in stock-based compensation expense, largely due to awards granted to certain executives including performance-based restricted stock units, and asset impairment charges of $0.8 million recognized during the nine months ended October 31, 2025, in connection with subleasing a floor of our corporate headquarters.
Previous wording
See Note 12" Income Taxes" to our condensed consolidated financial statements for additional information on our (provision for) benefit from income taxes.
Current wording
See Note 12" Income Taxes" to our condensed consolidated financial statements for additional information on our provision for income taxes.
Previous wording
Net income was $26.8 million and $27.5 million for the three and six months ended July 31, 2025, respectively and net loss was $4.1 million and $7.9 million for the three and six months ended July 31, 2024, respectively.
Current wording
Net income was $6.1 million and $33.7 million for the three and nine months ended October 31, 2025, respectively and net loss was $12.8 million and $20.7 million for the three and nine months ended October 31, 2024, respectively.
Previous wording
Non-GAAP net income (loss) is a financial measure that is not calculated in accordance with GAAP. We define non-GAAP net income (loss) as our GAAP net income (loss) as adjusted to exclude the effects of stock-based compensation expense, acquisition-related costs, amortization of acquired intangibles, and the related income tax effect of these adjustments. Acquisition-related costs include transaction and related costs, subsequent fair value movements in contingent consideration, and compensation arrangements. We believe non-GAAP net income (loss) provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of our results of operations. We also believe non-GAAP net income (loss) is useful in evaluating our operating performance compared to that of other companies in our industry, as it eliminates the effects of stock-based compensation, acquisition-related costs, and amortization of acquired intangibles, which may vary for reasons unrelated to overall operating performance.
Current wording
Non-GAAP net income (loss) is a financial measure that is not calculated in accordance with GAAP. We define non-GAAP net income (loss) as our GAAP net income (loss) as adjusted to exclude the effects of stock-based compensation expense, acquisition-related costs, amortization of acquired intangibles, asset impairments, and strategic transaction costs, and the related income tax effect of these adjustments. Acquisition-related costs include transaction and related costs, subsequent fair value movements in contingent consideration, and compensation arrangements. Strategic transaction costs relate to third-party costs incurred for Michael Walrath’s, Yext’s Chief Executive Officer and Chairman on the Board of Directors, non-binding proposal to acquire all outstanding shares. We believe non-GAAP net income (loss) provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of our results of operations. We also believe non-GAAP net income (loss) is useful in evaluating our operating performance compared to that of other companies in our industry, as it eliminates the effects of stock-based compensation, acquisition-related costs, amortization of acquired intangibles, asset impairments, and strategic transaction costs, which may vary for reasons unrelated to overall operating performance.
Previous wording
Beginning in fiscal year 2026, we utilized a projected tax rate of 23.5% in our computation of the non-GAAP income tax provision which was updated to 25.5% in the second quarter of fiscal 2026. This compares to a projected tax rate of 25% in fiscal year 2025. Our estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that we believe materially impact the estimated annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenue and expenses and other significant events. Our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities.
Current wording
Beginning in fiscal year 2026, we utilized a projected tax rate of 23.5% in our computation of the non-GAAP income tax provision which was subsequently updated to 25.5% in the second quarter of fiscal 2026. This compares to a projected tax rate of 25% in fiscal year 2025. Our estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that we believe materially impact the estimated annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenue and expenses and other significant events. Our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities.
Previous wording
Adjusted EBITDA is a non-GAAP financial measure that we believe offers a useful view of overall operations used to assess the performance of core business operations and for planning purposes. We define Adjusted EBITDA as GAAP net income (loss) before (1) interest income (expense), net, (2) (provision for) benefit from income taxes, (3) depreciation and amortization, (4) other income (expense), net, (5) stock-based compensation expense, and (6) acquisition-related costs. The most directly comparable GAAP financial measure to Adjusted EBITDA is GAAP net income (loss). Users should consider the limitations of using Adjusted EBITDA, including the fact that this measure does not provide a complete measure of our operating performance. Adjusted EBITDA is not intended to purport to be an alternate to GAAP net income (loss) as a measure of operating performance.
Current wording
Adjusted EBITDA is a non-GAAP financial measure that we believe offers a useful view of overall operations used to assess the performance of core business operations and for planning purposes. We define Adjusted EBITDA as GAAP net income (loss) before (1) interest income (expense), net, (2) (provision for) benefit from income taxes, (3) depreciation and amortization, (4) other income (expense), net, (5) stock-based compensation expense, (6) acquisition-related costs, (7) asset impairments, and (8) strategic transaction costs. The most directly comparable GAAP financial measure to Adjusted EBITDA is GAAP net income (loss). Users should consider the limitations of using Adjusted EBITDA, including the fact that this measure does not provide a complete measure of our operating performance. Adjusted EBITDA is not intended to purport to be an alternate to GAAP net income (loss) as a measure of operating performance.
Previous wording
Our non-GAAP financial measures may be limited in their usefulness because they do not present the full economic effect of the expenses mentioned above. We compensate for these limitations by providing a reconciliation of our non-GAAP financial measures to the most closely related GAAP financial measures. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view non-GAAP net income (loss) and Adjusted EBITDA in conjunction with GAAP net income (loss).
Current wording
Our non-GAAP financial measures may be limited in their usefulness because they do not present the full economic effect of the aforementioned items. We compensate for these limitations by providing a reconciliation of our non-GAAP financial measures to the most closely related GAAP financial measures. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view non-GAAP net income (loss) and Adjusted EBITDA in conjunction with GAAP net income (loss).
Previous wording
As of July 31, 2025, our principal sources of liquidity were cash and cash equivalents of $178.8 million. We believe our existing cash and cash equivalents, will be sufficient to meet our projected operating requirements for at least the next 12 months. Our cash flows, including net cash used in or provided by operating activities, may vary significantly from quarter to quarter, due to the timing of billings, cash collections and lease payments, significant marketing events and related expenses, acquisitions, and other factors.
Current wording
As of October 31, 2025, our principal sources of liquidity were cash and cash equivalents of $139.9 million. We believe our existing cash and cash equivalents, will be sufficient to meet our projected operating requirements for at least the next 12 months. Our cash flows, including net cash used in or provided by operating activities, may vary significantly from quarter to quarter, due to the timing of billings, cash collections and lease payments, significant marketing events and related expenses, acquisitions, and other factors.
Previous wording
In connection with the May 2025 Credit Agreement, the Company incurred original issue discount costs of $1.0 million and debt issuance costs of $0.7 million. These costs will be amortized to interest expense over the term of the Term Loan Facilities using the effective interest method.
Current wording
In connection with the May 2025 Credit Agreement, we incurred original issue discount costs of $1.0 million and debt issuance costs of $0.7 million. These costs will be amortized to interest expense over the term of the Term Loan Facilities using the effective interest method.
Previous wording
As of July 31, 2025, the Company was in compliance with all debt covenants.
Current wording
As of October 31, 2025, we were in compliance with all debt covenants.
Previous wording
In March 2022, our Board of Directors authorized a $100.0 million share repurchase program of our common stock which was increased by an additional $50.0 million in September 2023 and an additional $50.0 million in March 2025. During the six months ended July 31, 2025, 6,840,320 shares were purchased and as of July 31, 2025, approximately $36.7 million remains available for future purchases, exclusive of commissions paid on the repurchase of shares.
Current wording
In March 2022, our Board of Directors authorized a $100.0 million share repurchase program of our common stock which was increased by an additional $50.0 million in September 2023 and an additional $50.0 million in March 2025. During the nine months ended October 31, 2025, 8,538,862 shares were purchased and as of October 31, 2025, approximately $22.3 million remains available for future purchases, exclusive of commissions paid on the repurchase of shares.
Previous wording
Net cash provided by operating activities of $46.1 million for the six months ended July 31, 2025 reflected our net income of $27.5 million, adjusted by non-cash charges including stock-based compensation expense of $25.6 million, depreciation and amortization expense of $13.6 million, including $8.2 million related to the amortization of acquired intangibles, and $4.7 million related to the amortization of operating lease right-of-use assets. These non-cash charges were offset by $21.6 million related to adjustments in contingent consideration. In addition, there were positive adjustments resulting from changes in accounts receivable of $47.3 million, mainly due to the timing of billing and cash collections during the period, as well as changes in other long term assets of $6.8 million, and costs to obtain revenue contracts of $7.0 million. These increases were offset by changes in unearned revenue of $46.5 million, other long term liabilities of $11.1 million, prepaid expenses and other current assets of $2.0 million and operating lease liabilities of $7.0 million.
Current wording
Net cash provided by operating activities of $26.3 million for the nine months ended October 31, 2025 reflected our net income of $33.7 million, adjusted by non-cash charges including stock-based compensation expense of $38.0 million, depreciation and amortization expense of $20.3 million, as well as amortization of operating lease right-of-use assets of $7.1 million, and asset impairment charges of $3.8 million. These non-cash charges were offset by $25.9 million related to adjustments in contingent consideration. In addition, there were positive adjustments resulting from changes in accounts receivable of $49.8 million, mainly due to the timing of billing and cash collections during the period, as well as changes in other long term assets of $6.5 million, and costs to obtain revenue contracts of $9.2 million. These increases were offset by changes in unearned revenue of $77.4 million, accounts payable, accrued expense and other current liabilities of $17.5 million, other long term liabilities of $11.6 million, and operating lease liabilities of $10.6 million.
Previous wording
Net cash provided by operating activities of $27.7 million for the six months ended July 31, 2024 reflected our net loss of $7.9 million, adjusted by non-cash charges including stock-based compensation expense of $24.4 million, depreciation and amortization expense of $5.8 million, and amortization of operating lease right-of-use assets of $4.3 million. In addition, there were positive adjustments resulting from changes in accounts receivable of $62.0 million, mainly due to the timing of billing and cash collections during the period, as well as changes in costs to obtain revenue contracts of $7.6 million. These increases were offset by changes in unearned revenue of $56.4 million, as well as changes in accounts payable, accrued expenses and other current liabilities of $4.6 million, operating lease liabilities of $5.7 million, and prepaid expenses and other current assets of $3.2 million.
Current wording
Net cash provided by operating activities of $11.9 million for the nine months ended October 31, 2024 reflected our net loss of $20.7 million, adjusted by non-cash charges including stock-based compensation expense of $37.1 million, depreciation and amortization expense of $12.1 million, including $3.5 million related to the amortization of acquired intangibles, as well as $6.5 million related to the amortization of operating lease right-of-use assets. In addition, there were positive adjustments resulting from changes in accounts receivable of $55.3 million, mainly due to the timing of billing and cash collections during the period, as well as changes in costs to obtain revenue contracts of $10.5 million and $7.2 million in accounts payable, accrued expenses and other current liabilities. These increases were partially offset by changes in unearned revenue of $89.1 million, and operating lease liabilities of $8.3 million.
Previous wording
Net cash used in investing activities of $19.9 million for the six months ended July 31, 2025 reflected cash outflows of $18.8 million related to cash paid, net of cash acquired, in the acquisition of Places Scout, as well as capital expenditures of $1.1 million.
Current wording
Net cash used in investing activities of $20.5 million for the nine months ended October 31, 2025 reflected cash outflows of $18.8 million related to cash paid, net of cash acquired, in the acquisition of Places Scout, as well as capital expenditures of $1.7 million.
Previous wording
Net cash provided by financing activities of $40.7 million for the six months ended July 31, 2025 reflected proceeds from debt issuance of $99.0 million related to the May 2025 Credit Agreement, and $1.6 million of net proceeds from employee stock purchase plan withholdings. This was offset by $45.4 million associated with repurchases of common stock as part of our share repurchase program, as well as $14.0 million associated with payments for taxes related to the net share settlement of stock-based compensation awards.
Current wording
Net cash provided by financing activities of $10.1 million for the nine months ended October 31, 2025 reflected proceeds from debt issuance of $99.0 million related to the May 2025 Credit Agreement, and $2.1 million of net proceeds from employee stock purchase plan withholdings. This was offset by $59.8 million associated with repurchases of common stock as part of our share repurchase program, as well as $18.5 million associated with payments for taxes related to the net share settlement of stock-based compensation awards, and deferred acquisition payments of $13.5 million made in connection with the Hearsay acquisition.
Previous wording
Net cash used in financing activities of $2.0 million for the six months ended July 31, 2024 was primarily related to $3.8 million in cash outflows associated with payments for taxes related to the net share settlement of stock-based compensation awards. This was offset by net proceeds from employee stock purchase plan withholdings of $1.8 million.
Current wording
Net cash used in financing activities of $13.2 million for the nine months ended October 31, 2024 was primarily related to cash outflows of $9.0 million associated with payments for taxes related to the net share settlement of stock-based compensation awards, as well as $6.8 million associated with repurchases of common stock as part of our share repurchase program. This was partially offset by net proceeds from employee stock purchase plan withholdings of $2.2 million.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Net cash used in investing activities of $91.2 million for the nine months ended October 31, 2024 reflected cash outflows of $89.4 million related to cash paid, net of cash acquired, in the acquisition of Hearsay, as well as capital expenditures of $1.8 million.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Research and development expense was $23.4 million for the three months ended July 31, 2025, compared to $18.6 million for the three months ended July 31, 2024, an increase of $4.8 million or 26%. The increase was primarily driven by employee-related costs as personnel-related costs increased $1.9 million reflecting higher headcount, and stock-based compensation expense increased $1.2 million largely due to awards granted in connection with the acquisition of Places Scout. In addition, software expense increased $0.4 million.