MITEK SYSTEMS INC

Previous wording

•Revenue for the three months ended June 30, 2025 was $45.7 million, an increase of 2% compared to revenue of $45.0 million in the three months ended June 30, 2024.

Current wording

•Revenue for the three months ended December 31, 2025 was $44.2 million, an increase of 19% compared to revenue of $37.3 million in the three months ended December 31, 2024.

Previous wording

•Net income was $2.4 million, or $0.05 per diluted share, during the three months ended June 30, 2025, compared to net income of $0.2 million, or $0.00 per diluted share, during the three months ended June 30, 2024.

Current wording

•Net income was $2.8 million, or $0.06 per diluted share, during the three months ended December 31, 2025, compared to net loss of $4.6 million, or $0.10 per diluted share, during the three months ended December 31, 2024.

Previous wording

•Cash provided by operating activities was $35.9 million for the nine months ended June 30, 2025, compared to cash provided by operating activities of $10.6 million for the nine months ended June 30, 2024.

Current wording

•Cash provided by operating activities was $8.0 million for the three months ended December 31, 2025, compared to cash provided by operating activities of $0.6 million for the three months ended December 31, 2024.

Previous wording

•We added new patents to our portfolio during the three months ended June 30, 2025, bringing our total number of issued patents to 107 as of June 30, 2025. In addition, we had 21 patent applications outstanding as of June 30, 2025.

Current wording

•We added new patents to our portfolio during the three months ended December 31, 2025, bringing our total number of issued patents to 111 as of December 31, 2025. In addition, we had 26 patent applications outstanding as of December 31, 2025.

Previous wording

Total revenue increased $0.8 million, or 2%, to $45.7 million in the three months ended June 30, 2025 compared to $45.0 million in the three months ended June 30, 2024. Software and hardware revenue decreased $3.2 million, or 14%, to $19.5 million in the three months ended June 30, 2025 compared to $22.7 million in the three months ended June 30, 2024. This decrease is primarily due to lower multi-year term license renewals of our Mobile Deposit® software products, partially offset by an increase in sales of our standalone biometrics products in the three months ended June 30, 2025 compared to the same period in 2024. Services and other revenue increased $3.9 million, or 18%, to $26.2 million in the three months ended June 30, 2025 compared to $22.3 million in the three months ended June 30, 2024. This increase is primarily due to higher revenue from our HooYu, MiVIP, Mobile Verify®, Mobile Deposit®, and Check Fraud Defender products in the three months ended June 30, 2025 compared to the same period in 2024.

Current wording

Total revenue increased $7.0 million, or 19%, to $44.2 million in the three months ended December 31, 2025 compared to $37.3 million in the three months ended December 31, 2024. Software license revenue increased $1.9 million, or 16%, to $13.9 million in the three months ended December 31, 2025 compared to $12.0 million in the three months ended December 31, 2024. This increase is primarily due to an increase in revenue from our standalone biometrics ID Live products in the three months ended December 31, 2025 compared to the same period in 2024. SaaS, maintenance and other revenue increased $5.1 million, or 20%, to $30.3 million in the three months ended December 31, 2025 compared to $25.3 million in the three months ended December 31, 2024. This increase is primarily due to an increase in transaction volume from our MiVIP and Check Fraud Defender products in the three months ended December 31, 2025 compared to the same period in 2024.

Previous wording

Cost of revenue includes personnel costs related to billable services and software support, direct costs associated with our hardware products, hosting costs, and the costs of royalties for third party products embedded in our products. Cost of revenue increased $0.5 million, or 8%, to $7.0 million in the three months ended June 30, 2025 compared to $6.5 million in the three months ended June 30, 2024. The increase in cost of revenue is primarily due to an increase in transactional SaaS revenue during the three months ended June 30, 2025 compared to the same period in 2024.

Current wording

Cost of revenue includes personnel costs related to billable services and software support, hosting costs, and the costs of royalties for third party products embedded in our products. Cost of revenue increased $2.5 million, or 41%, to $8.4 million in the three months ended December 31, 2025 compared to $5.9 million in the three months ended December 31, 2024. The increase in cost of revenue is primarily due to an increase in SaaS revenue as well as increased investment in our SaaS products and increases in service intensive customer work with more personnel costs directly supporting our customers during the three months ended December 31, 2025 compared to the same period in 2024.

Previous wording

Selling and marketing expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with sales and marketing personnel. Selling and marketing expenses also include non-billable costs of professional services personnel, advertising expenses, product promotion costs, trade shows, and other brand awareness programs. Selling and marketing expenses increased $0.8 million, or 7%, to $11.1 million in the three months ended June 30, 2025 compared to $10.4 million in the three months ended June 30, 2024. The increase in selling and marketing expense is primarily due to higher personnel-related costs, partially offset by lower other costs in the three months ended June 30, 2025 compared to the same period in 2024.

Current wording

Selling and marketing expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with sales and marketing personnel. Selling and marketing expenses also include non-billable costs of professional services personnel, advertising expenses, product promotion costs, trade shows, and other brand awareness programs. Selling and marketing expenses decreased $1.5 million, or 16%, to $8.1 million in the three months ended December 31, 2025 compared to $9.7 million in the three months ended December 31, 2024. The decrease in selling and marketing expense is primarily due to a re-allocation of headcount to focus on service intensive customer work and lower stock-based compensation expense associated with roles that have exited the organization in the three months ended December 31, 2025 compared to the same period in 2024.

Previous wording

Research and development expenses include payroll, employee benefits, stock-based compensation, third party contractor expenses, and other headcount-related costs associated with software engineering and mobile capture science. Research and development expenses decreased $1.0 million, or 10%, to $9.0 million in the three months ended June 30, 2025 compared to $10.0 million in the three months ended June 30, 2024. The decrease in research and development expenses is primarily due to lower personnel-related and other costs in the three months ended June 30, 2025 compared to the same period in 2024.

Current wording

Research and development expenses include payroll, employee benefits, stock-based compensation, third party contractor expenses, and other headcount-related costs associated with software engineering and mobile capture science. Research and development expenses decreased $0.9 million, or 11%, to $7.4 million in the three months ended December 31, 2025 compared to $8.3 million in the three months ended December 31, 2024. The decrease in research and development expenses is primarily due to lower stock-based compensation expense due to continued realignment of headcount toward platform-level capabilities including reversal of expense for roles that exited the organization as part of this realignment and increases in capitalized software development costs commensurate with the realignment of priorities to these platform-level capabilities in the three months ended December 31, 2025 compared to the same period in 2024.

Previous wording

General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with finance, legal, administration, and information technology functions, as well as third party legal, accounting, and other administrative costs. General and administrative expenses decreased $1.4 million, or 11%, to $11.3 million in the three months ended June 30, 2025 compared to $12.6 million in the three months ended June 30, 2024. The decrease in general and administrative expenses is primarily due to lower executive transition costs, lower audit, accounting and tax fees and lower third-party and professional fees, partially offset by higher personnel-related costs as we replaced full-time consultants with full-time employees during the three months ended June 30, 2025 compared to the same period in 2024.

Current wording

General and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated with finance, legal, administration, and information technology functions, as well as third party legal, accounting, and other administrative costs. General and administrative expenses decreased $0.8 million, or 7%, to $11.1 million in the three months ended December 31, 2025 compared to $11.9 million in the three months ended December 31, 2024. The decrease in general and administrative expenses is primarily due to lower bad debt expense, lower executive transition costs, lower audit and accounting fees, and lower third-party and professional fees, partially offset by higher personnel-related costs during the three months ended December 31, 2025 compared to the same period in 2024.

Previous wording

Amortization and acquisition-related costs include amortization of intangible assets, adjustments recorded due to changes in the fair value of contingent consideration, and other costs associated with acquisitions. Amortization and acquisition-related costs decreased $0.2 million, or 5%, to $3.6 million in the three months ended June 30, 2025 compared to $3.8 million in the three months ended June 30, 2024. The decrease in amortization and acquisition-related costs is primarily due to a decrease in amortization expense of intangible assets from previous acquisitions that were fully amortized prior to the three months ended June 30, 2025 compared to the same period in 2024.

Current wording

Amortization of acquired intangibles and acquisition-related costs include amortization of intangible assets, adjustments recorded due to changes in the fair value of contingent consideration, and other costs associated with acquisitions. Amortization and acquisition-related costs decreased $0.4 million, or 10%, to $3.3 million in the three months ended December 31, 2025 compared to $3.7 million in the three months ended December 31, 2024. The decrease in amortization and acquisition-related costs is primarily due to a decrease in amortization expense of intangible assets from previous acquisitions that were fully amortized prior to the three months ended December 31, 2025 compared to the same period in 2024.

Previous wording

Restructuring costs consist of employee severance obligations and other related costs. Restructuring costs were $0.8 million in the nine months ended June 30, 2025 related to a restructuring that occurred in the first quarter of fiscal 2025. Restructuring costs were $1.6 million in the nine months ended June 30, 2024 and related to expenses incurred to relocate employees.

Current wording

Restructuring costs consist of employee severance obligations and other related costs. Restructuring costs were $0.5 million in the three months ended December 31, 2025 and related to a restructuring that occurred in the first quarter of fiscal 2026. Restructuring costs were $0.8 million in the three months ended December 31, 2024 and related to a restructuring that occurred in the first quarter of fiscal 2025.

Previous wording

Interest expense includes the amortization of debt discount and issuance costs and coupon interest accrued on the 2026 Notes and Amended Credit Agreement (as defined below). Interest expense was $7.3 million for nine months ended June 30, 2025 and consisted of $6.4 million of amortization of debt discount and issuance costs and $0.9 million of interest incurred. Interest expense was $6.9 million for nine months ended June 30, 2024 and consisted of $6.0 million of amortization of debt discount and issuance costs and $0.9 million of interest incurred. As we amortize the debt discount and issuance costs using the effective interest method, amortization expense increases over the term of the agreement.

Current wording

Interest expense includes the amortization of debt discount and issuance costs and coupon interest accrued on our 0.75% convertible senior notes due 2026 (the “2026 Notes”) and Amended Credit Agreement (as defined below). Interest expense was $2.5 million for the three months ended December 31, 2025 and consisted of $2.2 million of amortization of debt discount and issuance costs and $0.3 million of interest incurred. Interest expense was $2.4 million for the three months ended December 31, 2024 and consisted of $2.1 million of amortization of debt discount and issuance costs and $0.3 million of interest incurred. As we amortize the debt discount and issuance costs using the effective interest method, amortization expense increases over the term of the agreement.

Previous wording

Other income (expense), net includes interest income net of amortization and net realized gains or losses on our marketable securities portfolio, and foreign currency transactional gains or losses. Other income (expense), net increased $0.4 million, or 26%, to $1.8 million of income in the three months ended June 30, 2025 compared to $1.4 million of income in the three months ended June 30, 2024. The increase was primarily due to higher foreign currency exchange transactional gains, partially offset by a loss on extinguishment related to our Amended Credit Agreement, in the three months ended June 30, 2025 as compared to the same period in 2024.

Current wording

Other income (expense), net includes interest income net of amortization and net realized gains or losses on our marketable securities portfolio, and foreign currency transactional gains and losses. Other income (expense), net increased $0.9 million, or 166%, to $1.5 million of income in the three months ended December 31, 2025 compared to $0.6 million of income in the three months ended December 31, 2024. The increase was primarily due to lower foreign currency exchange transactional losses and higher other income in the three months ended December 31, 2025 as compared to the same period in 2024.

Previous wording

For the three months ended June 30, 2025, we recorded an income tax provision of $0.7 million which yielded an effective tax rate of 24%. For the three months ended June 30, 2024, we recorded an income tax benefit of $0.4 million which yielded an effective tax rate of 236%. The difference between the U.S. federal statutory tax rate and our effective tax rate for the three months ended June 30, 2025 and 2024 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, as well as the impact of stock-based compensation, and federal, state and foreign research and development credits on the tax provision.

Current wording

For the three months ended December 31, 2025, we recorded an income tax provision of $1.6 million which yielded an effective tax rate of 37%. For the three months ended December 31, 2024, we recorded an income tax benefit of $0.3 million which yielded an effective tax rate of 6%. The difference between the U.S. federal statutory tax rate and our effective tax rate for the three months ended December 31, 2025 was primarily due to a mix of worldwide income, the impact of non-deductible executive compensation, as well as the impact of the global intangible low-taxed income inclusion and federal, state and foreign research and development credits on the tax provision.

Previous wording

Cash generated from operations and proceeds from the issuance of the 2026 Notes (as defined below) have historically been our primary sources of liquidity to fund operations and investments to grow our business. Our additional sources of liquidity include available cash balances and the Amended Credit Agreement (as defined below). On June 30, 2025, we had $175.4 million in cash and cash equivalents and investments compared to $141.8 million on September 30, 2024, an increase of $33.6 million, or 24%. In summary, our cash flows from continuing operations were as follows (amounts in thousands):

Current wording

Cash generated from operations and proceeds from the issuance of the 2026 Notes (as defined below) have historically been our primary sources of liquidity to fund operations and investments to grow our business. Our additional sources of liquidity include available cash balances and the Amended Credit Agreement (as defined below). On December 31, 2025, we had $191.8 million in cash and cash equivalents and investments compared to $196.5 million on September 30, 2025, a decrease of $4.7 million, or 2%. In summary, our cash flows from continuing operations were as follows (amounts in thousands):

Previous wording

Cash flows related to operating activities are dependent on net income, adjustments to net income and changes in working capital. Net cash provided by operating activities during the nine months ended June 30, 2025 was $35.9 million and resulted primarily from net non-cash charges of $25.1 million, net income of $6.9 million, and by unfavorable changes in operating assets and liabilities of $3.8 million. Net cash provided by operating activities during the nine months ended June 30, 2024 was $10.6 million and resulted primarily from a net loss of $5.3 million and by unfavorable changes in operating assets and liabilities of $12.4 million, partially offset by non-cash charges of $28.3 million. The increase in cash inflows from operating activities of $25.3 million during the nine months ended June 30, 2025 compared to nine months ended June 30, 2024 was primarily due to net income, a related increase in income taxes payable and the timing of income tax payments in the nine months ended June 30, 2025.

Current wording

Cash flows related to operating activities are dependent on net income, adjustments to net income and changes in working capital. Net cash provided by operating activities during the three months ended December 31, 2025 was $8.0 million and resulted primarily from net non-cash charges of $9.3 million and net income of $2.8 million, partially offset by unfavorable changes in operating assets and liabilities of $4.0 million. Net cash provided by operating activities during the three months ended December 31, 2024 was $0.6 million and resulted primarily from net non-cash charges of $10.5 million, partially offset by a net loss of $4.6 million and by unfavorable changes in operating assets and liabilities of $5.4 million. The increase in cash inflows from operating activities of $7.5 million during the three months ended December 31, 2025 compared to three months ended December 31, 2024 was primarily due to the increase in net income.

Previous wording

Net cash used in investing activities was $0.2 million during the nine months ended June 30, 2025, which consisted primarily of net maturities of investments of $0.7 million, partially offset by capital expenditures of $0.5 million. Net cash provided by investing activities was $27.8 million during the nine months ended June 30, 2024, which consisted primarily of net sales and maturities of investments of $29.0 million partially offset by capital expenditures of $1.2 million. The decrease in cash inflows from investing activities of $28.0 million during the nine months ended June 30, 2025 compared to nine months ended June 30, 2024 was primarily due to a decrease in net maturities of investments.

Current wording

Net cash provided by investing activities was $24.4 million during the three months ended December 31, 2025, which consisted primarily of net maturities of investments of $25.8 million, partially offset by capital expenditures of $1.4 million. Net cash provided by investing activities was $0.8 million during the three months ended December 31, 2024, which consisted primarily of net sales and maturities of investments of $1.2 million, partially offset by capital expenditures of $0.3 million. The increase in cash inflows from investing activities of $23.6 million during the three months ended December 31, 2025 compared to three months ended December 31, 2024 was primarily due to an increase in net maturities of investments in anticipation of the payment of our 2026 Notes in the second fiscal quarter of 2026.

Previous wording

Net cash used in financing activities was $3.1 million during the nine months ended June 30, 2025, primarily due to repurchases and retirements of Common Stock of $3.3 million, payment of debt issuance costs of $0.2 million, and principal payments on other borrowings of $0.1 million, partially offset by $0.5 million of net proceeds from the issuance of Common Stock under our equity plans. Net cash used in financing activities was $12.9 million during the nine months ended June 30, 2024, primarily due to repurchases and retirements of Common Stock of $10.0 million, the payment of $4.6 million of acquisition-related contingent consideration, and payment of debt issuance costs of $0.3 million, partially offset by $1.0 million of net proceeds from the issuance of equity plan Common Stock and $1.2 million of proceeds from other borrowings. The decrease in cash outflows from financing activities during the nine months ended June 30, 2025 was primarily due to higher repurchases and retirements of Common Stock and the payment of acquisition-related consideration, partially offset by proceeds from other borrowings in the nine months ended June 30, 2024.

Current wording

Net cash used in financing activities was $11.5 million during the three months ended December 31, 2025, primarily due to repurchases and retirements of Common Stock of $10.0 million and payment of tax withholding obligations related to net share settlements of equity awards of $2.0 million, partially offset by proceeds on other borrowings of $0.4 million. Net cash used in financing activities was $3.1 million during the three months ended December 31, 2024, primarily due to repurchases and retirements of Common Stock of $3.3 million, partially offset by $0.2 million of net proceeds from the issuance of equity plan Common Stock. The increase in cash outflows from financing activities during the three months ended December 31, 2025 was primarily due to higher repurchases and retirements of Common Stock and the payment of tax withholding obligations related to net share settlements of equity awards in the three months ended December 31, 2025.

Previous wording

In February 2021, the Company issued $155.3 million aggregate principal amount of the 2026 Notes (including the Additional Notes, as defined below). The 2026 Notes are senior unsecured obligations of the Company. The 2026 Notes were issued pursuant to an Indenture, dated February 5, 2021 (the “Indenture”), between the Company and UMB Bank, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the 2026 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the 2026 Notes become automatically due and payable. The Company granted the initial purchasers of the 2026 Notes (collectively, the “Initial Purchasers”) a 13-day option to purchase up to an additional $20.25 million aggregate principal amount of the 2026 Notes (the “Additional Notes”), which was exercised in full. The 2026 Notes were purchased in a transaction that was completed on February 5, 2021. As of June 30, 2025, the Company was in compliance with the covenants in the Indenture.

Current wording

In February 2021, the Company issued $155.3 million aggregate principal amount of the 2026 Notes (including the Additional Notes, as defined below). The 2026 Notes were issued pursuant to an Indenture, dated February 5, 2021 (the “Indenture”), between the Company and UMB Bank, National Association, as trustee. The Indenture included customary covenants and sets forth certain events of default after which the 2026 Notes could be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the 2026 Notes became automatically due and payable. The Company granted the initial purchasers of the 2026 Notes (collectively, the “Initial Purchasers”) a 13-day option to purchase up to an additional $20.3 million aggregate principal amount of the 2026 Notes (the “Additional Notes”), which was exercised in full. As of December 31, 2025, the Company was in compliance with the covenants in the Indenture.

Previous wording

The net proceeds from this offering were approximately $149.7 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses related to the offering. The 2026 Notes will mature on February 1, 2026, unless earlier redeemed, repurchased or converted. The 2026 Notes bear interest from February 5, 2021 at a rate of 0.750% per year payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021. The 2026 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding August 1, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of the Company’s Common Stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Common Stock on such trading day and the conversion rate on such trading day; and (3) upon the occurrence of certain corporate events or distributions on the Common Stock. On or after August 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of the 2026 Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash and, if applicable at the Company’s election, shares of Common Stock, based on the applicable conversion rate(s); provided that the Company will be required to settle conversions solely in cash unless and until the Company (i) receives stockholder approval to increase the number of authorized shares of the Common Stock and (ii) reserves such amount of shares of the Common Stock for future issuance as required pursuant to the indenture that will govern the 2026 Notes. The conversion rate for the 2026 Notes will initially be 47.9731 shares of the Common Stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $20.85 per share of the Common Stock. The initial conversion price of the 2026 Notes represents a premium of approximately 37.5% to the $15.16 per share last reported sale price of the Common Stock on February 2, 2021. The conversion rate is subject to adjustment under certain circumstances in acco…

Excerpt shortened here; the source contains the full paragraph.

Current wording

After August 1, 2025, the 2026 Notes were convertible at the option of the holders at any time prior to the close of business on the maturity date. The net proceeds from this offering were approximately $149.7 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses related to the offering. The Company used a portion of the net proceeds from the offering to pay the cost of the Notes Hedge (as defined below), after such cost was partially offset by the proceeds from the Warrant Transactions (as defined below).

Previous wording

In connection with the issuance of the 2026 Notes, we entered into transactions for convertible notes hedge (the “Notes Hedge”) and warrants (the “Warrant Transactions”). The Notes Hedge was entered into with Bank of America, N.A., Jefferies International Limited and Goldman Sachs & Co. LLC, and provided the Company with the option to acquire, on a net settlement basis, approximately 7.4 million shares of Common Stock at a strike price of $20.85, which is equal to the number of shares of Common Stock that notionally underlie and corresponds to the conversion price of the 2026 Notes. The cost of the Notes Hedge was $33.2 million. The Notes Hedge will expire on February 1, 2026, equal to the maturity date of the 2026 Notes. The Notes Hedge is expected to reduce the potential equity dilution upon conversion of the 2026 Notes if the daily volume-weighted average price per share of our Common Stock exceeds the strike price of the Notes Hedge.

Current wording

In connection with the issuance of the 2026 Notes, the Company entered into transactions for convertible notes hedge (the “Notes Hedge”) with Bank of America, N.A., Jefferies International Limited and Goldman Sachs & Co. LLC (the “Option Counterparties”). The Notes Hedge provided the Company with the option to acquire, on a net settlement basis, approximately 7.4 million shares of Common Stock at a strike price of $20.85, which is equal to the number of shares of Common Stock that notionally underlie and correspond to the conversion price of the 2026 Notes. The Company also entered into Warrant Transactions with the Option Counterparties relating to the same number of shares of the Common Stock, subject to customary anti-dilution adjustments. The strike price of the Warrant Transactions is $26.53 per share, which represents a 75.0% premium to the last reported sale price of the Common Stock on the Nasdaq Capital Market on February 2, 2021, and is subject to certain adjustments under the terms of the Warrant Transactions.

Previous wording

In addition, the Warrant Transactions provided us with the ability to acquire up to 7.4 million shares of our Common Stock. The Warrant Transactions will expire ratably during the 80 trading days commencing on and including May 1, 2026 and may be settled in net shares of Common Stock or net cash at the Company’s election. We received $23.9 million in cash proceeds from the Warrant Transactions. As a result of the Warrant Transactions, the Company is required to recognize incremental dilution of earnings per share to the extent the average share price is over $26.53 for any fiscal quarter.

Current wording

As a result of the Warrant Transactions, the Company is required to recognize incremental dilution of earnings per share to the extent the average share price is over $26.53 for any fiscal quarter. During the three months ended December 31, 2025, there was no dilution of earnings per share. The Warrant Transactions expire over a period of 80 trading days commencing on May 1, 2026 and may be settled in net shares of Common Stock or net cash at the Company’s election. Upon initial sale, the Warrant Transactions were recorded as an increase in additional paid-in capital within stockholders’ equity of $23.9 million. As of December 31, 2025, the Warrant Transactions had not been exercised and remained outstanding.

Previous wording

The Amended Credit Agreement provides for, among other things, (i) the establishment of a delayed draw term loan (the “Term Loan”) in an aggregate principal amount of up to $75.0 million that may be drawn prior to February 28, 2026 for the sole purpose of paying amounts outstanding under the 2026 Notes due February 1, 2026 and customary fees and expenses in connection therewith, (ii)

Current wording

The Amended Credit Agreement provides for, among other things, (i) the establishment of a delayed draw term loan (the “Term Loan”) in an aggregate principal amount of up to $75.0 million that may be drawn prior to February 28, 2026 for the sole purpose of paying amounts outstanding under the 2026 Notes due February 1, 2026 and customary fees and expenses in connection therewith, (ii) a revolving line of credit (the “Revolving Line”) whereby the Company may borrow up to $25.0 million with an additional $15.0 million to be advanced under the Revolving Line at the sole discretion of the Bank. On January 21, 2026, the Company borrowed $50.0 million under its Term Loan. The Term Loan and Revolving Line are secured on a first priority basis by the Company’s assets.

Previous wording

The Amended Credit Agreement requires the Company to maintain a net leverage ratio of no more than 2.50 to 1.00 and if the Company consummates a permitted acquisition during the trailing twelve-month period, the net leverage ratio may not exceed 2.75 to 1.00. As of June 30, 2025, the Company’s net leverage ratio was 1.20 to 1.00 and as such the Company was in compliance with the net leverage ratio covenant of the Amended Credit Agreement. There are no outstanding borrowings under the Amended Credit Agreement as of June 30, 2025.

Current wording

The Amended Credit Agreement requires the Company to maintain a net leverage ratio of no more than 2.50 to 1.00 and if the Company consummates a permitted acquisition during the trailing twelve-month period, the net leverage ratio may not exceed 2.75 to 1.00. As of December 31, 2025, the Company was in compliance with the net leverage ratio covenant of the Amended Credit Agreement. There are no outstanding borrowings under the Amended Credit Agreement as of December 31, 2025.

Previous wording

The Company has certain loan agreements with Spanish government agencies. These agreements have repayment periods of five to twelve years and bear no interest. As of June 30, 2025, $2.7 million was outstanding under these agreements and $0.3 million and $2.4 million is recorded in other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets. As of September 30, 2024, $2.7 million was outstanding under these agreements and approximately $0.3 million and $2.4 million is recorded in other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets.

Current wording

The Company has certain loan agreements with Spanish government agencies. These agreements have repayment periods of five to twelve years and bear interest rates ranging from 0% to 3.72%. As of December 31, 2025, $4.8 million was outstanding under these agreements and $0.3 million and $4.5 million are recorded in other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets. As of September 30, 2025, $4.3 million was outstanding under these agreements and approximately $0.3 million and $4.0 million is recorded in other current liabilities and other non-current liabilities, respectively, in the condensed consolidated balance sheets.

Previous wording

The Company made no purchases during the three months ended June 30, 2025. The Company made purchases of $3.3 million, or 369,978 shares, during the nine months ended June 30, 2025 at an average price of $8.99 per share and subsequently retired the shares. The Company made purchases of $10.0 million, or 819,623 shares, during each of the three and nine months ended June 30, 2024 at an average price of $12.25 per share and subsequently retired the shares.

Current wording

The Company made purchases of $10.0 million, or 1,078,333 shares, during the three months ended December 31, 2025 at an average price of $9.27 per share and subsequently retired the shares. The Company made purchases of $3.3 million, or 363,378 shares, during the three months ended December 31, 2024 at an average price of $8.99 per share and subsequently retired the shares. Total purchases made under the share repurchase program since inception were $39.0 million as of December 31, 2025, and the repurchased shares were retired.

Previous wording

During the period beginning July 1, 2025 through August 6, 2025, the Company made purchases of $1.5 million, or 163,794 shares at an average price of $9.06 per share.

Current wording

During the period beginning January 1, 2026 through February 4, 2026, the Company made purchases of $7.2 million, or 705,638 shares at an average price of $10.26 per share. On February 5, 2026, the Board of Directors of the Company approved a new share repurchase program, authorizing the Company to repurchase up to $50.0 million of its Common Stock. The new share repurchase program will become effective at the completion of the Company’s 2024 share repurchase program and will remain effective for a period of up to two years.

Previous wording

All securities for which maturity or sale is expected within one year are classified as “current” on the condensed consolidated balance sheets. All other securities are classified as “long-term” on the condensed consolidated balance sheets. At June 30, 2025, we had $39.9 million of our available-for-sale securities classified as current and $8.3 million of our available-for-sale securities classified as long-term. At September 30, 2024, we had $36.9 million of our available-for-sale securities classified as current and $11.4 million of our available-for-sale securities classified as long-term.

Current wording

At December 31, 2025, we had investments of $16.7 million, designated as available-for-sale debt securities, which consisted of commercial paper, corporate issuances, and government securities, carried at fair value as determined by quoted market prices for identical or similar assets, with unrealized gains and losses, net of tax, and reported as a separate component of stockholders’ equity. All securities for which maturity or sale is expected within one year are classified as “current” on the condensed consolidated balance sheets. All other securities are classified as “long-term” on the condensed consolidated balance sheets. At December 31, 2025, we had $15.0 million of our available-for-sale securities classified as current and $1.7 million of our available-for-sale securities classified as long-term. At September 30, 2025, we had $38.9 million of our available-for-sale securities classified as current and $3.5 million of our available-for-sale securities classified as long-term.

Previous wording

We had working capital of $27.1 million at June 30, 2025 compared to $142.9 million at September 30, 2024. The decrease in working capital is the result of reclassifying the 2026 Notes of $150.0 million to current liabilities at June 30, 2025 as the 2026 Notes mature on Feb 1, 2026. Our material cash requirements include repayment of the 2026 Notes as well as those related to leases as described in Note 10. “Leases” of the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q. Based on our current operating plan we believe the current cash and cash equivalents, cash received from proceeds under the Amended Credit Agreement, and cash expected to be generated from operations will be adequate to satisfy our working capital needs for at least the next twelve months from the date the financial statements are filed for the foreseeable future.

Current wording

We had working capital of $36.0 million at December 31, 2025 compared to $39.5 million at September 30, 2025. Our material cash requirements include repayment of the 2026 Notes as well as those related to leases as described in Note 10. “Leases” of the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q. Based on our current operating plan we believe the current cash and cash equivalents, cash received from proceeds under the Amended Credit Agreement, and cash expected to be generated from operations will be adequate to satisfy our material cash requirements as well as our working capital needs for at least the next twelve months from the date the financial statements are filed for the foreseeable future.