Remitly Global, Inc.
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
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FY2025 · Filed Feb 18, 2026
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Notes to Consolidated Financial Statements
- Organization and Description of Business
Description of Business
Remitly Global, Inc. (the “Company” or “Remitly”) was incorporated in the State of Delaware in October 2018 and is headquartered in Seattle, Washington, with various other global office locations. Remitly was founded and incorporated in the State of Delaware in 2011 under the name of Remitly, Inc., which is now a wholly-owned subsidiary of Remitly Global, Inc.
Remitly is a trusted provider of financial services that transcend borders. With a footprint spanning more than 175 countries, Remitly has built one of the world’s leading global money movement platforms, trusted by millions of customers. Remitly continues to evolve beyond a remittance company into a diversified, cross-border financial services provider, serving both consumers and businesses across a growing set of use cases.
Unless otherwise expressly stated or the context otherwise requires, the terms “Remitly” and the “Company” within these notes to the consolidated financial statements refer to Remitly Global, Inc. and its wholly-owned subsidiaries.
- Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding financial reporting.
Principles of Consolidation
The consolidated financial statements include the accounts of Remitly Global, Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Reclassification in Statements of Cash Flows
These consolidated financial statements and notes have been prepared consistently, with the exception of the reclassification of certain prior year amounts within the Company’s Consolidated Statements of Cash Flows. Beginning in the fourth quarter of 2025, the Company changed the presentation of certain cash activity related to customer funds assets and liabilities, which is comprised of disbursement prefunding, customer funds receivable, customer liabilities, and trade settlement liability included within the line item ‘Accrued expenses and other current liabilities’ on the Consolidated Balance Sheets. Certain components of this activity were reclassified from cash flows from operating activities to cash flows from financing activities, reflected within the line item ‘Net change in customer funds assets and liabilities’ on the Consolidated Statements of Cash Flows. This change resulted in a decrease in cash flows from operating activities of $85.1 million for the year ended December 31, 2024 and an increase of $120.4 million for the year ended December 31, 2023, offset by a corresponding change in cash flows from financing activities for both years presented. The Company has conformed the prior period Consolidated Statements of Cash Flows to the current period presentation to enhance transparency and provide comparability. This reclassification did not affect the Company’s Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income (Loss), Consolidated Balance Sheets, or Consolidated Statements of Shareholders’ Equity.
Use of Estimates
The preparation of the accompanying consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported and disclosed within the consolidated financial statements and accompanying notes. These estimates and assumptions include, but are not limited to, revenue recognition including the treatment of sales incentive programs, reserves for transaction losses, allowance for credit losses, stock-based compensation expense, the carrying value of operating lease right-of-use assets and operating lease liabilities, the recoverability of deferred tax assets, capitalization of software development costs, goodwill, and intangible assets. The key assumptions applied for the value of the intangible assets include revenue growth rates for a hypothetical market participant, selected discount rates, as well as migration curves for developed technology. The Company bases its estimates on historical experience and on assumptions that management considers reasonable. Actual results could differ from these estimates and assumptions, and these differences could be material to the consolidated financial statements.
Concentration of Credit Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, disbursement prefunding, restricted cash, and customer funds receivable. The Company maintains cash, cash equivalents, and restricted cash balances that may exceed the insured limits by the Federal Deposit Insurance Corporation. In addition, the Company funds its international operations using accounts with institutions in the major countries where its subsidiaries operate. The Company also prefunds amounts which are held by its disbursement partners, which are typically located in India, Mexico, and the Philippines. The Company has not experienced any significant losses on its deposits of cash and cash equivalents, disbursement prefunding, restricted cash, or customer funds receivable in the years ended December 31, 2025, 2024, and 2023.
For the years ended December 31, 2025, 2024, and 2023, no individual customer represented 10% or more of total revenues or customer funds receivable.
Foreign Currency Translation
The functional currencies of the Company’s international subsidiaries include, but are not limited to, the Canadian dollar, Euro, and British pound. The functional currency of the Company’s international subsidiaries including, but not limited to, Poland, Nicaragua, and Israel is the U.S. dollar. The results of operations for the Company’s international subsidiaries, with functional currencies other than the U.S. dollar, are translated from the local currency into U.S. dollars using the average exchange rates during each period. All assets and liabilities are translated using exchange rates at the end of each period. All equity transactions and certain assets are translated using historical rates. The consolidated financial statements are presented in U.S. dollars.
Cash and Cash Equivalents
The Company holds its cash and cash equivalents with financial institutions throughout the world, which management assesses to be of high credit quality. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents, so long as the Company has legal title to such amounts held in these accounts. Amounts that are held in accounts for which the Company does not have legal title to are recorded separately on the Consolidated Balance Sheets, typically as disbursement prefunding balances. Cash and cash equivalents primarily consist of cash on hand and various deposit accounts, including accounts held in the Company’s name for the benefit of the Company’s customers for which the Company has control.
Restricted Cash
The Company has relationships with certain payment processors that are responsible for processing the Company’s incoming customer payments. These processors require the Company to maintain certain restricted cash balances as collateral throughout the term of the processor arrangement. In addition, the Company may be required to maintain restricted cash as a result of other contractual arrangements with vendors and partners. Restricted cash is classified within ‘Prepaid expenses and other current assets’ and ‘Other noncurrent assets, net’ on the Consolidated Balance Sheets, based on the contractual terms.
Disbursement Prefunding
The Company maintains relationships with disbursement partners in various countries. These partners are responsible for disbursing funds to recipients. The Company may maintain prefunding balances with these disbursement partners so that they are able to fulfill customer requests. The Company is exposed to the risk of loss in the event the Company’s disbursement partners fail, for any reason, to disburse funds to recipients according to the Company’s instructions. However, historical losses for the disbursement funding accounts have not been material.
The Company does not earn interest on these balances. The balances are not compensating balances and are not legally restricted.
Customer Funds Receivable, Net
When customers fund their transactions using credit cards or debit cards, there is a clearing period before the cash is received by the Company from the payment processors of usually one business day. Similarly, when customers provide bank information and authorization for the Company to receive funds via electronic funds transfer, the transactions are submitted via batch and received in cash usually in one to three business days. These card and electronic funds are treated as a receivable from the bank until the cash is received by the Company. The Company’s Reserve for Transaction Losses, which includes fraud losses, is further discussed in Note 16. Commitments and Contingencies.
Consumer Receivables
Through Remitly Flex, the Company allows customers to fund and send cross-border transactions now and pay later via a no-interest, flexible payment option. When customers use Remitly Flex, the Company advances the cross-border amount on behalf of the customer and establishes a receivable for the customer’s outstanding amount for repayment of the advance by the customer to retain eligibility for future advances. Customers are required to repay Remitly Flex receivables in full within 30 days of the transaction in order to retain eligibility for future advances, or up to 90 days if the customers enroll in a monthly subscription fee program. Remitly Flex receivables are recorded in ‘Customer funds receivable, net’ until collected and classified as held for investment as the Company has the intent and ability to hold the investment for the foreseeable future, or until maturity or payment is received. Consumer receivables, net are further discussed in Note 4. Consumer Receivables.
Collectability of Customer Funds Receivable
Under the current expected credit loss (“CECL”) model, the Company evaluates the collectability of its customer funds receivable on a number of factors, including historical losses, aging, payment processor risks, specific customer repayment trends, and forecasted losses. Consumer receivables are short-term, low-dollar balances, and originate from a homogenous pool of customers, and the Company applies a pooled aging-based method to estimate expected losses. The allowance for credit losses related to customer funds receivable, inclusive of consumer receivables, was not material as of both December 31, 2025 and December 31, 2024.
Business Combinations and Asset Acquisitions
The Company evaluates acquisitions to determine if they meet the definition of a business. If the acquisition does meet the definition of a business, it is accounted for as a business combination. For a business combination, assets acquired and liabilities assumed are generally recorded at their fair value at the date of acquisition. Any excess of the fair value of consideration transferred for the business, over the fair values of the identifiable assets acquired and liabilities assumed, is recognized as goodwill.
Acquisitions that do not meet the criteria to be accounted for as a business combination are accounted for as an asset acquisition. In an asset acquisition, the cost of the acquisition, including transaction costs, is allocated to the acquired assets and assumed liabilities based upon their relative fair values as of the acquisition date, and no goodwill is recognized.
Transaction costs related to business combinations are expensed as incurred and included in ‘General and administrative expenses’ within the Consolidated Statements of Operations. Transaction costs primarily include external legal, accounting, valuation, and due diligence costs, as well as advisory and other professional services fees necessary to integrate acquired businesses.
Goodwill
Goodwill represents the excess of the purchase price over the acquisition-date fair value of net assets, including the amount assigned to identifiable intangible assets, acquired in a business combination. The Company evaluates goodwill for impairment annually on October 31 or whenever events or changes in circumstances make it more likely than not that impairment may have occurred. The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount. The Company considers factors in performing a qualitative assessment, including, but not limited to, general macroeconomic conditions, industry and market conditions, company financial performance, changes in strategy, and other relevant entity-specific events. If the Company elects to bypass the qualitative assessment or does not pass the qualitative assessment, a quantitative assessment is performed. The quantitative assessment compares the carrying value to the fair value of goodwill, with the difference representing an impairment loss. Based on the results of qualitative assessment performed, the Company did not recognize any impairment losses on its goodwill during the periods presented herein.
Intangible Assets
Intangible assets with finite lives primarily consist of developed technology, customer relationships, and trade names acquired through business combinations or asset acquisitions. Intangible assets acquired through business combinations are recorded at their respective estimated acquisition-date fair value and amortized over their estimated useful lives. Other intangible assets acquired through asset acquisitions are recorded at their respective cost. Intangible assets are amortized using a method that reflects the pattern in which the economic benefits of the intangible asset are expected to be realized over their estimated useful lives, or straight lined if not materially different. Intangible asset lives are periodically reviewed, assessed, and adjusted as necessary based on changes in facts and circumstances that could impact estimated remaining useful lives.
Long-Lived Assets
The Company assesses potential impairments to its long-lived assets when events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If any indicators of impairment are present, the Company tests recoverability. The carrying value of a long-lived asset or asset group is not recoverable if the carrying value exceeds the sum of the estimated undiscounted future cash flows expected to be generated from the use and eventual disposition of the asset or asset group. If the estimated undiscounted future cash flows do not exceed the asset or asset group’s carrying amount, then an impairment loss is recorded, measured as the amount by which the carrying amount of a long-lived asset or asset group exceeds its estimated fair value. During the years ended December 31, 2025, 2024, and 2023, impairments of long-lived assets were not material.
Fair Value of Financial Instruments
The Company establishes the fair value of its certain assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value within the consolidated financial statements on a recurring basis. The carrying values of certain financial instruments, including cash equivalents, disbursement prefunding, customer funds receivable including consumer receivables, accounts payable, accrued expenses and other current liabilities, customer liabilities, short-term debt, and long-term debt approximate their respective fair values due to their short-term nature.
Fair value principles require disclosures regarding the manner in which fair value is determined for assets and liabilities and establishes a three-tiered fair value hierarchy into which these assets and liabilities must be grouped, based upon significant levels of inputs as follows:
Level 1 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.
Level 3 Inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.
Derivative Instruments
The Company manages certain exposure to foreign currency exchange risk using foreign exchange contracts such as short duration foreign exchange swap contracts. The foreign exchange contracts are not designated as hedging instruments and the Company does not enter into derivative instruments for speculative purposes.
The Company accounts for foreign exchange contracts under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, which requires that they are initially and subsequently measured at fair value. The Company records its foreign exchange contracts within‘Prepaid expenses and other current assets’ or‘Accrued expenses and other current liabilities’on the Consolidated Balance Sheets. Changes in the fair value of foreign exchange contracts—both realized and unrealized—are recognized in earnings as a component of‘Revenue’ within the Consolidated Statements of Operations. Cash flows related to foreign exchange contracts are classified as operating activities on the Consolidated Statements of Cash Flows, consistent with their role in managing foreign currency exchange risk associated with revenue-producing activities.
As of December 31, 2025, the notional value of the Company’s outstanding foreign exchange contracts classified as derivative instruments was $25.0 million. The fair values of the related derivative assets and liabilities were not material. No material gains or losses on derivative instruments were recorded during the year ended December 31, 2025. No derivative instruments were outstanding as of December 31, 2024 or 2023, and no gains or losses on derivative instruments were recorded during the years ended December 31, 2024 or 2023.
Property and Equipment, Net
Property and equipment is stated at cost, less accumulated depreciation and amortization.
Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets as follows:
| Estimated Useful Lives | |
| Capitalized internal-use software | 3 years |
|---|---|
| Computer and office equipment | 3 years |
| Furniture and fixtures | 5 years |
| Leasehold improvements | Lesser of useful life or remaining lease term |
When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included within the Consolidated Statements of Operations in the period of disposition. Maintenance and repairs that do not improve or extend the lives of the respective assets are charged to expense in the period incurred.
Capitalized Internal-Use Software Costs
The Company capitalizes internal and external direct costs incurred related to obtaining or developing internal-use software. Costs incurred during the application development stage are capitalized and are amortized using the straight-line method over the estimated useful life of the software. Costs related to planning and other preliminary project activities and post-implementation activities are expensed as incurred.
Leases
A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company’s lease commitments consist primarily of real estate property, used for office space, under various noncancellable operating leases that expire between 2026 and 2032. The majority of the leases contain renewal options and provisions for increases in rental rates based on a predetermined schedule or an agreed upon index. If, at lease inception, the Company considers the exercise of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the right-of-use (“ROU”) asset and lease liability.
The Company determines if an arrangement is or contains a lease at inception by evaluating various factors, including if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration and other facts and circumstances. Lease classification is determined at the lease commencement date.
ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The lease liability is recognized at the commencement date based on the present value of lease payments over the lease term. The ROU asset is initially measured at cost, which is based on the lease liability adjusted for lease prepayments, plus any initial direct costs incurred less any lease incentives received or expected to be received. As presented on the Consolidated Balance Sheets, the ROU asset and lease liability amounts are reduced by tenant improvement allowances which are deemed to be reasonably certain of collection. As the rate implicit in most of its leases is not readily determinable, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. When the Company’s lease terms include options to extend or terminate the lease and it is reasonably certain that the Company will exercise that option, the Company considers the option in determining the classification and measurement of the lease. The Company utilized certain practical expedients and policy elections available under the lease accounting standard. The Company has elected to combine lease and non-lease components as a single lease component for its real estate leases. The Company also elected not to recognize ROU assets and lease liabilities on its Consolidated Balance Sheets for leases that have a lease term of twelve months or less. The Company recognizes lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term.
Lease expense for operating leases is recognized on a straight-line basis over the lease term, which is the noncancellable term adjusted for any renewal and termination options that are considered reasonably certain. Operating leases are included in ‘Operating lease right-of-use assets,’ ‘Operating lease liabilities,’ and ‘Operating lease liabilities, noncurrent’ on the Consolidated Balance Sheets.
During the years ended December 31, 2025, 2024, and 2023, the Company did not have any material finance leases.
Customer Liabilities
The Company recognizes transactions processed from customers but not yet disbursed to recipients as ‘Customer liabilities’ on the accompanying Consolidated Balance Sheets. Customer liabilities are typically funds in-transit and the duration is typicallyone totwo days. The Reserve for Transaction Losses, which includes disbursement losses, is further discussed in Note 16. Commitments and Contingencies.
Trade Settlement Liabilities
The Company’s trade settlement liability represents the total of disbursement postfunding liabilities and book overdrafts owed to its disbursement partners. Disbursement postfunding liabilities are created when the sum of customer transactions related to a specific account held with a disbursement partner are in excess of funds on deposit for the respective account. Book overdrafts are created when the sum of outstanding disbursements related to a bank account or series of accounts to which the Company has legal title are in excess of funds on deposit. Trade settlement liabilities are included within ‘Accrued expenses and other current liabilities’ on the Consolidated Balance Sheets. Refer to Note 17. Accrued Expenses & Other Current Liabilities for the trade settlement liabilities balances. The Company’s policy is to report the change in trade settlement liabilities as a financing activity within ‘Net change in customer funds assets and liabilities’ on the Consolidated Statements of Cash Flows based on the underlying nature of the transactions.
Refer to Note 3. Revenue for information related to the Company’s revenue recognition policy.
Transaction expenses include fees paid to disbursement partners for paying funds to the recipient, provisions for transaction losses, and fees paid to payment processors for funding transactions. Transaction expenses also include chargebacks, fraud prevention, fraud management tools, and compliance tools. The Company establishes reserves for transaction losses based on historical trends and any specific risks identified in processing customer transactions. This reserve is included in ‘Accrued expenses and other current liabilities’on the Consolidated Balance Sheets. Refer to Note 16. Commitments and Contingencies for a rollforward of the Company’s reserve for transaction losses for the years ended December 31, 2025 and 2024.
Customer Support and Operations
Customer support and operations expenses consist primarily of personnel-related expenses associated with the Company’s customer support and operations organization, including salaries, benefits, and stock-based compensation expense, as well as third-party costs for customer support services, and travel and related office expenses. This includes the Company’s customer service teams which directly support the Company’s customers, consisting of online support and call centers, and other costs incurred to support the Company’s customers, including related telephony costs to support these teams, customer protection and risk teams, investments in tools to effectively service the Company’s customers, and increased customer self-service capabilities. Customer support and operations expenses also include corporate communication costs and professional services fees.
Marketing
Marketing expenses consist primarily of advertising costs used to attract new customers, including branding-related expenses. Marketing expenses also include personnel-related expenses associated with the Company’s marketing organization staff, including salaries, benefits, and stock-based compensation expense; promotions; costs for software subscription services dedicated for use by the Company’s marketing functions; and outside services contracted for marketing purposes.
Advertising
Advertising expenses are charged to operations as incurred and are included as a component of ‘Marketing expenses’ within the Consolidated Statements of Operations. Advertising expenses totaled $255.1 million, $225.4 million, and $181.3 million during the years ended December 31, 2025, 2024, and 2023, respectively.
Technology and Development
Technology and development expenses consist primarily of personnel-related expenses for employees involved in the research, design, development, and maintenance of both new and existing products and services, including salaries, benefits, and stock-based compensation expense. Technology and development expenses also include professional services fees and costs for software subscription services dedicated for use by the Company’s technology and development teams, as well as other company-wide technology tools. Technology and development expenses also include product and engineering teams used to support the development of both internal infrastructure and internal-use software, to the extent such costs do not qualify for capitalization. Technology and development costs are generally expensed as incurred and do not include software development costs which qualify for capitalization as internal-use software. The amortization of internal-use software costs which were capitalized in accordance with ASC 350-40, Intangibles - Goodwill and Other-Internal-Use Software, is included in ‘Depreciation and amortization’ within the Consolidated Statements of Operations.
General and Administrative
General and administrative expenses consist primarily of personnel-related expenses for the Company’s finance, legal, compliance, human resources, facilities, administrative personnel, and other leadership functions, including salaries, benefits, and stock-based compensation expense. General and administrative expenses also include professional services fees, software subscriptions, facilities, indirect taxes, credit losses, and other corporate expenses, including acquisition and integration expenses. Such expenses primarily include external legal, accounting, valuation, and due diligence costs, and advisory and other professional services fees necessary to integrate acquired businesses.
Stock-Based Compensation
Equity Incentive Plans and Employee Stock Purchase Plans
The Company grants equity awards under its equity incentive plan, as well as its employee stock purchase plan.
Equity Plans
In 2011, the Company adopted the Equity Incentive Plan (as amended, the “2011 Plan”), which provided for the issuance of up to 43,899,677 incentive stock options, nonqualified stock options, restricted common stock, restricted stock units (“RSUs”), and stock appreciation rights to employees, directors, officers, and consultants of the Company.
In 2021, the Company adopted the Remitly Global, Inc. 2021 Equity Incentive Plan (as amended, the “2021 Plan,” and together with the 2011 Plan, the “Plan”) as a successor to the 2011 Plan. The 2021 Plan authorizes the issuance of incentive stock options, nonqualified stock options, restricted common stock, RSUs, stock appreciation rights, and performance and stock bonus awards. Pursuant to the 2021 Plan, incentive stock options may be granted only to Company employees. The Company may grant all other types of awards to its employees, directors, and consultants. The 2021 Plan is administered by the Company’s board of directors or its talent and compensation committee, which determines the terms of the grants, including exercise price, number of equity awards granted, and vesting schedule. The 2021 Plan provided for the initial issuance of up to 25,000,000 shares of common stock, plus any reserved shares not issued or forfeited shares that were subject to outstanding grants under the 2011 Plan. A total of 25,552,736 shares were initially reserved for issuance under the 2021 Plan. Beginning in January 2022, the number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 of each year through 2031 by the number of shares equal to 5% of the aggregate number of outstanding shares of all classes of common stock as of the immediately preceding December 31, or a lesser number as may be determined by the Company’s board of directors.
In addition, in 2021, the Company adopted the Remitly Global, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) to enable eligible employees to purchase shares of common stock with accumulated payroll deductions at a discount. The ESPP provided for the initial issuance of up to 3,500,000 shares of common stock. Beginning in January 2022, the number of shares reserved for issuance and sale under the ESPP will increase automatically on January 1 of each year through 2031 by the number of shares equal to 1% of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31, or a lesser number as may be determined by the Company’s talent and compensation committee, or by the Company’s board of directors acting in place of the talent and compensation committee. Subject to stock splits, recapitalizations, or similar events, no more than 35,000,000 shares of common stock may be issued over the term of the ESPP. The ESPP is intended to qualify under Section 423 of the Code, provided that the administrator may adopt sub-plans under the ESPP designed to be outside of the scope of Section 423 for participants who are non-U.S. residents.
Fair Value Assumptions
The Company measures stock-based compensation expense for both stock options granted under its equity incentive plans, and purchase rights issued under its ESPP, by calculating the estimated fair value of each employee and nonemployee award at the grant date or modification date by applying the Black-Scholes option pricing model (the “model”). The model utilizes the fair market value of the Company’s common stock at the measurement date, the expected or contractual term of the option, the expected stock price volatility, risk-free interest rate, and expected dividend yield of the common stock. Stock-based compensation for RSUs is measured based on the fair market value of the Company’s common stock on the date of grant. The fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the NASDAQ.
Expected term. The Company calculates the expected term based on the average period the options are expected to remain outstanding using the simplified method, generally calculated as the midpoint of the requisite service period and the contractual term of the award.
Expected volatility. The Company bases its estimate of expected volatility on the historical volatility of the Company’s common stock, as well as the historical volatility of comparable companies from a representative peer group selected based on industry, financial, and market capitalization data.
Risk-free interest rate. The risk-free interest rate used in the model is based on the implied yield currently available for the U.S. Treasury securities at maturity with an equivalent term.
Expected dividend yield. The Company’s expected dividend yield iszero as it hasnot declared nor paid any dividends during the years ended December 31, 2025, 2024, or 2023 and does not currently expect to do so in the future.
Stock-based Compensation Expense Recognition
Stock-based compensation expense is generally recognized on a straight-line basis over the requisite service period, which is typically the vesting period of the respective award; however, in some instances, the vesting percentages differ throughout the service period. In all instances, the amount of compensation cost recognized at any date is at least equal to the portion of the grant-date value of the award that is legally vested. Forfeitures are recognized in the period in which they occur.
Stock Options
Stock options granted under the Plan generally vest over a period fromtwo years tofour years from the vesting commencement date on a monthly basis with or without aone-year cliff or, for nonemployees, ratably on a monthly basis over a shorter period, depending upon anticipated duration of services. Other vesting terms are determined by the Company’s board of directors or its talent and compensation committee. All options granted under the Plan are exercisable for up toten years from the grant date, subject to vesting. In the event of termination of service, options will generally remain exercisable, to the extent vested, forthree months following the termination of service.
Restricted Stock Units
The Company grants RSUs to employees and directors with service-based vesting conditions. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period ofone year and continued vesting quarterly thereafter. The grant-date fair value of these RSUs will be recognized over the requisite service period.
Employee Stock Purchase Plan
The ESPP provides for offering periods during which eligible employees can participate in the ESPP and be granted the right to purchase shares. Prior to September 2025, offering periods commenced on March 1 and September 1, with each offering period consisting offour six-month purchase periods, for a total of a 24-month offering period. In September 2025, the Company implemented a new offering structure under which each new offering period consists oftwo six-month purchase periods, for a total of a 12-month offering period. The ESPP includes a rollover feature for the purchase price if the Company's stock price at the end of the purchase period is less than the Company's stock price on the first day of the offering period. If this rollover feature is triggered, a new 12-month offering period begins. No offering periods may last longer than 27 months. The grant date for accounting purposes is generally the first date of each offering period and expense is recognized over the requisite service period, which is considered to be the offering period.
Eligible employees can contribute up to 15% of their eligible compensation, subject to limitations provided for in the ESPP, and purchase the common stock at a purchase price per share equal to 85% of the lesser of the fair market value of the common stock on (i) the offering date, which is defined as the first business day of the offering period, or (ii) the purchase date, which is the final business day of the purchase period.
Share Repurchase
Share repurchases may be made through a variety of methods, which may include open market transactions, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. When repurchased shares are retired, the excess of the purchase price over par value is recorded to‘Additional paid-in capital’ on the Consolidated Balance Sheets.
Net Income (Loss) Per Share Attributable to Common Stockholders
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted income per share is computed by dividing net income attributable to common shares by the weighted-average number of shares of common stock outstanding including the dilutive effect of all potential shares of common stock as determined under the treasury stock method. Dilutive common shares primarily include outstanding stock options, unvested RSUs, and ESPP related shares. In periods when the Company reports a net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items are anti-dilutive.
Income Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included within the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes deferred tax assets to the extent that these assets are believed more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, cumulative historic losses, projected future taxable income, tax planning strategies, and results of recent operations.
Due to cumulative losses in the U.S. during the prior three years, and based on all available positive and negative evidence, the Company does not believe it is more likely than not that its U.S. deferred tax assets will be realized as of December 31,2025. Accordingly, the Company has provided a full valuation allowance for U.S. deferred tax assets, which includes net operating loss carryforwards, capitalized research costs, and tax credits related primarily to research and development. When considering its historical earnings trend and anticipated future earnings, the Company believes there is a reasonable possibility that sufficient positive evidence may become available where the Company will release all or a portion of the valuation allowance in a future period. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded.
Tax benefits for uncertain tax positions are based upon management’s evaluation of the information available at the reporting date. The Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The benefit for positions meeting the recognition threshold is measured as the largest benefit more likely than not of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The Company’s policy is to recognize interest and penalties related to income taxes as a component of provision for income taxes.
Indirect Taxes
The Company is subject to indirect taxation in various states and foreign jurisdictions in which it conducts business. The Company continually evaluates those jurisdictions in which indirect tax obligations exist to determine whether a loss is probable and the amount can be estimated. Determination of whether a loss is probable, and an estimate can be made, is a complex undertaking and takes into account the judgment of management, third-party research, and the potential outcome of negotiation and interpretations by regulators and courts, among other information. Such assessments include consideration of management’s evaluation of domestic and international tax laws and regulations, external legal advice, and the extent to which they may apply to the Company’s business and industry. The Company’s assessment of probability includes consideration of recent inquiries with, or actions taken by, regulators and courts, potential or actual self-disclosure, and applicability of tax rules.
As a result of this assessment, management has recorded an estimated liability within ‘Accrued expenses and other current liabilities’on the Consolidated Balance Sheets. The Company’s estimate is based on the totality of factors including applicability of the tax rules, correspondence with tax authorities including payments made, and tax analysis and documentation supporting the Company’s positions.
Although the Company believes its indirect tax estimates and associated liabilities are reasonable, the final determination of indirect tax audits or settlements could be materially different than the amounts recorded.
Severance and Other Related Expenses
The Company records severance-related expenses based on the applicable accounting guidance and whether the severance relates to an ongoing benefit arrangement or relates to a one-time involuntary benefit arrangement. Ongoing benefit arrangements, including statutorily required notice periods, are recorded when both probable of being paid and estimable. One-time involuntary benefit arrangements and other associated costs are generally recognized when a liability is incurred. The Company also evaluates whether these costs are associated with restructuring activities. Severance costs are expensed within the appropriate costs and expenses component within our Consolidated Statements of Operations and associated accruals are recorded within ‘Accrued expenses and other current liabilities’ on the Consolidated Balance Sheets.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign), and (3) income tax expense or benefit from continuing operations (separated by federal, state, and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. The Company adopted this new guidance on a retrospective basis effective January 1, 2025. Refer to Note 14. Income Taxes for additional information.
Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disclosure of disaggregated income statement expenses based on their natural classification. The guidance is effective for fiscal years beginning after December 15, 2026. Early adoption is permitted. ASU 2024-03 may be applied on a prospective basis, and retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance to its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which is intended to modernize the recognition and capitalization framework to reflect current software development practices. The amendments in ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this new guidance to its consolidated financial statements and related disclosures.
There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable. The Company does not believe any of these accounting pronouncements have had, or will have, a material impact on the consolidated financial statements or disclosures.
- Revenue
The Company’s primary source of revenue is generated from its global money movement product. Revenue is earned from transaction fees charged to customers and the foreign exchange spreads earned between the foreign exchange rate offered to customers and the foreign exchange rate on the Company's currency purchases. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for services provided, when control of these services is transferred to the Company’s customers, which is the time the funds have been delivered to the intended recipient. The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers, which includes the following steps:
(1)identification of the contract with a customer;
(2)identification of the performance obligations in the contract;
(3)determination of the transaction price;
(4)allocation of the transaction price to the performance obligations in the contract; and
(5)recognition of revenue when, or as, the Company satisfies a performance obligation.
For the Company’s global money movement product, customers engage the Company to perform one integrated service—collect the customer’s money and deliver funds to the intended recipient in the currency requested. Payment is generally due from the customer upfront upon initiation of a transaction, when the customer simultaneously agrees to the Company’s terms and conditions.
Revenue is derived from each transaction and varies based on the funding method chosen by the customer, the size of the transaction, the currency to be ultimately disbursed, the rate at which the currency was purchased, the disbursement method chosen by the customer, and the country to which the funds are transferred. The Company’s contract with customers can be terminated by the customer without a termination penalty up until the time the funds have been delivered to the intended recipient. Therefore, the Company’s contracts are defined at the transaction level and do not extend beyond the service already provided.
The Company’s global money movement product comprises of a single performance obligation to complete transactions for the Company’s customers. Using compliance and risk assessment tools, the Company performs a transaction risk assessment on individual transactions to determine whether a transaction should be accepted. When the Company accepts a transaction and processes the designated payment method of the customer, the Company becomes obligated to its customer to complete the payment transaction, at which time a receivable is recorded, along with a corresponding customer liability. None of the Company’s contracts contain a significant financing component.
The Company recognizes transaction revenue on a gross basis as it is the principal for fulfilling payment transactions. As the principal to the transaction, the Company controls the service of completing payments for its customers. The Company bears primary responsibility for the fulfillment of the payment service, is the merchant of record, contracts directly with its customers, controls the product specifications, and defines the value proposition of its services. The Company is also responsible for providing customer support. Further, the Company has full discretion over determining the fee charged to its customers, which is independent of the cost it incurs in instances where it may utilize payment processors or other financial institutions to perform services on its behalf. These fees paid to payment processors and other financial institutions are recognized as‘Transaction expenses’ within the Consolidated Statements of Operations. The Company does not have any capitalized contract acquisition costs.
Sales Incentives
The Company provides sales incentives to customers in a variety of forms, including promotions, discounts, and other sales incentives. Evaluating whether a sales incentive is a payment to a customer requires judgment. Sales incentives determined to be consideration payable to a customer or paid on behalf of a customer are accounted for as reductions to revenue, up to the point where net historical cumulative revenue, at the customer level, is reduced to zero. Those additional incentive costs that would have caused the customer level revenue to be negative are classified as advertising expenses and are included as a component of ‘Marketing expenses’ within the Consolidated Statements of Operations. In addition, referral credits given to a referrer are classified as ‘Marketing expenses,’ as these incentives are paid in exchange for a distinct service.
The following table presents the Company’s sales incentives for the years ended December 31, 2025, 2024, and 2023:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| Reduction to revenue | $46,388 | $37,842 | $32,584 |
| Marketing expenses(1) | 29,583 | 20,695 | 18,974 |
| Total sales incentives | $75,971 | $58,537 | $51,558 |
(1)Sales incentives that are charged to marketing expenses are included in ‘Advertising expenses’ as disclosed in Note 2. Basis of Presentation and Summary of Significant Accounting Policies.
Revenue by Geography
The following table presents the Company’s revenue disaggregated by primary geographical location for the years ended December 31, 2025, 2024, and 2023, attributed to the country in which the sending customer is located:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| United States | $1,083,109 | $825,772 | $631,746 |
| Canada | 163,793 | 141,063 | 113,310 |
| Rest of world | 388,245 | 297,128 | 199,229 |
| Total revenue | $1,635,147 | $1,263,963 | $944,285 |
- Consumer Receivables
Consumer receivables represent outstanding amounts advanced to customers for cross-border payments processed through Remitly Flex. These receivables are interest free and are generally due in full within 30 days of the transaction in order to retain eligibility for future advances, or up to 90 days if customers enroll in a monthly subscription fee program.
The following table presents an aging analysis of the amortized cost of consumer receivables by delinquency status as of December 31, 2025, and 2024:
| December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Current | $25,288 | $1,894 |
| 1 - 30 days past due | 1,932 | 276 |
| 31 - 60 days past due | 1,111 | 120 |
| 61 - 90 days past due | 723 | — |
| 91+ days past due | 552 | — |
| Total amortized cost | $29,606 | $2,290 |
Consumer receivables are charged off when they are over 120 days past due and the Company has no reasonable expectation of recovery. When consumer receivables are charged off, the Company reduces the related allowance for credit losses. While the Company expects collections at that point to be unlikely, the Company may recover amounts from the respective consumers. Any subsequent recoveries following charge-off are credited to ‘General and administrative expenses’ on the Consolidated Statements of Operations in the period they were recovered.
The allowance for credit losses, charge-offs, and recoveries related to consumer receivables, as well as for other components of customer funds assets, were each not material for the years ended December 31, 2025, 2024, and 2023.
- Prepaid Expenses & Other Current Assets
Prepaid expenses and other current assets consisted of the following as of December 31, 2025 and 2024:
| December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Prepaid expenses | $17,229 | $22,529 |
| Payment card receivable | 14,755 | 11,677 |
| Tax receivable | 5,202 | 3,250 |
| Other | 8,549 | 9,062 |
| Total prepaid expenses and other current assets | $45,735 | $46,518 |
- Property and Equipment
Property and equipment, net consisted of the following as of December 31, 2025 and 2024:
| December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Capitalized internal-use software | $56,690 | $39,627 |
| Computer and office equipment | 11,929 | 8,440 |
| Furniture and fixtures | 7,510 | 2,853 |
| Leasehold improvements | 29,597 | 8,720 |
| Projects in process | 731 | 7,672 |
| Total gross property and equipment | 106,457 | 67,312 |
| Less: Accumulated depreciation and amortization | (44,936) | (35,746) |
| Property and equipment, net | $61,521 | $31,566 |
Depreciation and amortization expense related to property and equipment was $16.7 million, $11.9 million, and $8.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. During the year ended December 31, 2025, the Company disposed of fully depreciated property and equipment with an associated accumulated depreciation balance of $7.2 million. The amount of disposals of fully depreciated property and equipment assets during the years ended December 31, 2024 and 2023 werenot material.
Capitalized Internal-Use Software Costs
The following table presents the Company’s capitalized internal-use software, including amortization expense recognized, for the years ended December 31, 2025, 2024, and 2023:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| Total capitalized internal-use software costs(1) | $17,063 | $16,432 | $9,379 |
| Stock-based compensation costs capitalized to internal-use software | 4,674 | 4,728 | 3,132 |
| Amortization expense(2) | 11,429 | 8,066 | 4,529 |
(1)Amounts are inclusive of stock-based compensation costs capitalized to internal-use software as denoted within the table.
(2)Amounts are included within ‘Depreciation and amortization’ on the Consolidated Statements of Operations.
Geographical Information
The following table presents the Company’s long-lived assets based on geography, which consist of property and equipment, net and operating lease right-of-use assets for the years ended December 31, 2025 and 2024:
| December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| United States | $53,816 | $30,141 |
| Poland | 6,793 | 507 |
| Israel | 2,570 | 4,245 |
| Rest of world | 10,794 | 9,675 |
| Total long-lived assets | $73,973 | $44,568 |
- Business Combinations
There were no significant acquisitions accounted for as business combinations or divestitures completed in the years ended December 31, 2025 or 2024.
Acquisition Completed in 2023
The Company completed its acquisition of Rewire (O.S.G.) Research and Development Ltd. (“Rewire”) on January 5, 2023 by acquiring all outstanding equity interests of Rewire in exchange for cash and equity consideration, described below. The acquisition of Rewire allowed the Company to accelerate its opportunity to differentiate the remittance experience with complementary products, by bringing together its remittance businesses in new geographies, along with a strong team that is culturally aligned with the Company.
The acquisition met the criteria to be accounted for as a business combination in accordance with ASC 805, Business Combinations. This method required, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date and that the difference between the fair value of the consideration paid for the acquired entity and the fair value of the net assets acquired be recorded as goodwill, which is not amortized but is tested at least annually for impairment.
Consideration Transferred
The acquisition-date fair value of consideration transferred for the acquisition totaled $77.9 million, as follows:
| (in thousands) | Amount |
|---|---|
| Cash paid to selling shareholders | $56,398 |
| Equity issued to selling shareholders, including replacement of equity awards attributable to pre-combination services | 7,216 |
| Holdback liability to be settled in cash and Company equity | 11,899 |
| Effective settlement of pre-existing net receivable owed to the Company | 2,401 |
| Total consideration transferred | $77,914 |
The fair value of equity was determined based on the closing price of the Company’s common stock immediately prior to acquisition, and includes 694,918 shares issued in Company common stock, inclusive of 104,080 shares which are subject to service-based vesting conditions over atwo-year period. Approximately $0.6 million of these proceeds were accounted for as pre-combination expense, and included within the total consideration transferred noted above, with the remaining $0.9 million to be recognized as post-combination share-based compensation expense over the requisite service period. The equity issued excluded 133,309 shares and restricted stock units held back and not legally issued at the acquisition date, as further discussed below.
Approximately $11.9 million of the cash and equity proceeds were held back to satisfy any necessary adjustments, including without limitation, indemnification claims related to general representations and warranties, and any net working capital adjustments. As of the acquisition date, the majority of this holdback was expected to be settled in cash, with the remainder in 133,309 shares of Company common stock and restricted stock units. Such amounts were subject to a 15-month holdback period, net of any amounts necessary to satisfy all unsatisfied or disputed claims for indemnification and net working capital adjustments. As of the acquisition date, this represented approximately $10.4 million in cash and $1.5 million in equity, as discussed above, issuable at the end of the holdback period in the Company’s common stock, subject to the aforementioned adjustments. Refer to the discussion below regarding the settlement of the holdback consideration during the year ended December 31, 2024.
Included in consideration transferred is the settlement of a pre-existing net receivable owed to the Company by Rewire, which was effectively settled and became intercompany arrangements as of the closing of the transaction. Excluding the impact of the outstanding net receivable owed to the Company by Rewire, the Company would have paid $2.4 million more for the business at closing, and therefore the GAAP purchase price reflects an increase in that amount. The settlement of pre-existing relationships between the Company and Rewire did not result in any material gain or loss. The change in the pre-existing receivable to an intercompany receivable has been considered as a noncash activity reflected within the operating activities of the Consolidated Statements of Cash Flows.
Holdback Liability
The holdback of cash and equity proceeds discussed above was recorded at its acquisition-date fair value and was classified as a liability within ‘Other noncurrent liabilities’ on the Consolidated Balance Sheets at the acquisition date. The portion of the holdback settled in Company shares was recorded at its fair value through its settlement date, with changes recorded to earnings. The estimated fair value of the portion of the holdback liability settled in equity used both observable and unobservable inputs, specifically considering the price of the Company’s common stock, as well as the probability of payout at the end of the holdback period, and was considered a Level 3 measurement, as defined in ASC 820, Fair Value Measurement.
During the years ended December 31, 2024 and 2023, the Company recorded $0.2 million and $1.1 million, respectively, to reflect the change in the fair value of the holdback liability, recorded within ‘General and administrative expenses’ on the Consolidated Statements of Operations.
In April 2024, the holdback liability discussed above was settled with a cash payment of $10.3 million and with $2.8 million of equity consideration, consisting of 131,507 shares of the Company’s common stock and restricted stock units. The holdback settlement was adjusted for immaterial post-closing net purchase price adjustments identified during the year ended December 31, 2024.
There was no remaining holdback liability recorded as of December 31, 2025.
Fair Value of Assets Acquired and Liabilities Assumed
The identifiable assets acquired and liabilities assumed of Rewire were recorded at their preliminary fair values as of the acquisition date and consolidated with those of the Company. Assigning fair market values to the assets acquired and liabilities assumed at the date of an acquisition requires the use of significant judgments regarding estimates and assumptions. The fair values of intangible assets were estimated using inputs classified as Level 3 under the income and cost approaches, including the multi-period excess earnings method for developed technology. The key assumptions in applying the income approach used in valuing the identified intangible assets include revenue growth rates for a hypothetical market participant, selected discount rates, as well as migration curves for developed technology. The following table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed based on their acquisition-date fair values:
| (in thousands) | Purchase Price Allocation |
|---|---|
| Cash, cash equivalents, and restricted cash | $15,465 |
| Disbursement prefunding | 6,016 |
| Customer funds receivable, net | 3,423 |
| Prepaid expenses and other assets, net | 1,187 |
| Intangible assets | |
| Trade name | 1,000 |
| Customer relationships | 8,500 |
| Developed technology | 12,000 |
| Goodwill | 54,940 |
| Customer liabilities | (3,075) |
| Advance for future deposits | (2,550) |
| Other assumed indebtedness | (16,234) |
| Other liabilities, net | (2,758) |
| Total consideration transferred | $77,914 |
As of December 31, 2023, the valuation of assets acquired and liabilities assumed of Rewire was complete.
The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributable to the revenue and cost synergies expected to arise from the acquisition through continued geographic expansion and product differentiation, along with the acquired workforce of Rewire. Goodwill is deductible for income tax purposes. The acquisition did not change the Company’sone operating segment.
Acquired Receivables
The fair value of the financial assets acquired include ‘Disbursement prefunding’ and ‘Customer funds receivable, net,’ with a fair value of $6.0 million and $3.4 million, respectively, as disclosed above. The Company has collected substantially all of these receivables.
Transaction Costs
Transaction costs incurred during the year ended December 31, 2025 werenot material. Transaction costs totaled $0.2 million and $2.1 million, which included $0.2 million and $1.1 million for the change in the fair value of the holdback liability, during the years ended December 31, 2024 and 2023, respectively. Transaction costs are primarily related to the Company’s aforementioned acquisition of Rewire.
Other Disclosures
The results of operations of Rewire are included within the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) since the date of the acquisition.
- Goodwill and Intangible Assets
Goodwill
The goodwill recorded on the Consolidated Balance Sheets as of December 31, 2025 and 2024 was attributable to the acquisition of Rewire, completed within the year ended December 31, 2023, including measurement period adjustments, as described further in Note 7. Business Combinations. There wereno adjustments to goodwill during the years ended December 31, 2025 or 2024.
Intangible Assets
The components of identifiable intangible assets as of December 31, 2025 and 2024 were as follows:
| December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted-Average Estimated Remaining Useful Life (in years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted-Average Estimated Remaining Useful Life (in years) |
| Trade name | $1,000 | $(1,000) | $— | 0.0 | $1,000 | $(667) | $333 | 1.0 |
| Customer relationships | 8,500 | (6,375) | 2,125 | 1.0 | 8,500 | (4,250) | 4,250 | 2.0 |
| Developed technology | 12,000 | (12,000) | — | 0.0 | 12,000 | (6,120) | 5,880 | 1.0 |
| Total | $21,500 | $(19,375) | $2,125 | $21,500 | $(11,037) | $10,463 | ||
The acquired identified intangible assets have estimated useful lives ranging from three tofour years. Amortization expense for intangible assets was $8.3 million, $6.2 million, and $4.9 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Expected future intangible asset amortization as of December 31, 2025 was as follows:
| (in thousands) | Amount |
|---|---|
| 2026 | 2,125 |
| Total | $2,125 |
- Fair Value Measurements
The Company’s derivative instruments are classified as Level 2 because it uses quoted forward spot rates at the end of the applicable periods, which are corroborated by market-based pricing. Refer to Note 2. Basis of Presentation and Summary of Significant Accounting Policies for additional information. There were no other financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2025 or 2024.
The carrying values of certain financial instruments, including cash equivalents, disbursement prefunding, customer funds receivable including consumer receivables, accounts payable, accrued expenses and other current liabilities, customer liabilities, short-term debt, and long-term debt, approximate their respective fair values due to their short-term nature. If consumer receivables were measured at fair value in the financial statements, they would be classified as Level 3. All other financial instruments would be classified as Level 2.
- Debt
Secured Revolving Credit Facility
2025 Revolving Credit Facility
In June 2025, Remitly Global, Inc. and Remitly, Inc., a wholly-owned subsidiary of Remitly Global, Inc., as co-borrowers, entered into a credit agreement (the “2025 Revolving Credit Facility”) with certain lenders and JPMorgan Chase Bank, N.A. acting as administrative agent and collateral agent. The 2025 Revolving Credit Facility has a revolving commitment of $550.0 million (including a $200.0 million letter of credit sub-facility). The 2025 Revolving Credit Facility replaced the existing 2021 Revolving Credit Facility, which is further discussed below. Proceeds under the 2025 Revolving Credit Facility are primarily used to support prefunding of customer flows within the Company’s global money movement product and also for general corporate purposes. As part of the 2025 Revolving Credit Facility, the Company capitalized $3.1 million of new debt issuance costs within ‘Other noncurrent assets, net’ on the Consolidated Balance Sheets, which are amortized to interest expense over the term of the 2025 Revolving Credit Facility.
The 2025 Revolving Credit Facility permits borrowings in the form of (a) alternate base rate loans, (b) term benchmark loans, and (c) swingline loans and has a maturity date of June 24, 2030. Borrowings under the 2025 Revolving Credit Facility accrue interest at a floating rate per annum equal to, at the Company’s option, (1) the Alternate Base Rate (defined in the 2025 Revolving Credit Facility as the rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the New York Federal Reserve Bank Rate in effect on such day plus 0.50% and (c) the Term SOFR Rate for an interest period of one month plus 1.00% (subject to a floor of 1.00%) plus 0.50% per annum) or (2) the Term SOFR Rate (subject to a floor of 0.00%) plus 1.50% per annum. Such interest is payable (a) with respect to loans bearing interest based on the Alternate Base Rate, the last day of each March, June, September, and December, (b) with respect to any term benchmark loan, at the end of each applicable interest period, but in no event less frequently than three months, and (c) with respect to any swingline loan, the day the loan is required to be repaid. In addition, an unused commitment fee, which accrues at a rate per annum equal to 0.25% of the unused portion of the revolving commitments, is payable on the fifteenth business day of each January, April, July, and October. Unused commitment fees were not material during the year ended December 31, 2025.
The 2025 Revolving Credit Facility contains customary conditions to borrowing, events of default, and covenants, including covenants that restrict the ability to dispose of certain assets, merge with other entities, incur certain indebtedness, grant liens, pay dividends or make other distributions to holders of the Company’s capital stock, make investments, enter into restrictive agreements, or engage in certain transactions with affiliates. Financial covenants in the 2025 Revolving Credit Facility include a requirement to maintain a net leverage ratio of no greater than 4.50:1.00, which is tested quarterly. The Company was in compliance with all financial covenants under the 2025 Revolving Credit Facility as of December 31, 2025.
The obligations under the 2025 Revolving Credit Facility are guaranteed by the material domestic subsidiaries of Remitly Global, Inc., subject to customary exceptions, and are secured by substantially all of the assets of the borrowers and guarantors thereunder, subject to customary exceptions. Amounts of borrowings under the 2025 Revolving Credit Facility may fluctuate depending on transaction volumes and seasonality.
As of December 31, 2025, the Company had $155.0 million outstanding borrowings under the 2025 Revolving Credit Facility with a weighted-average interest rate of 7.25%. As of December 31, 2025, the Company had unused borrowing capacity of$323.2 million under the 2025 Revolving Credit Facility, and $71.8 million in issued, but undrawn, standby letters of credit.
2021 Revolving Credit Facility
On September 13, 2021, Remitly Global, Inc. and Remitly, Inc., a wholly-owned subsidiary of Remitly Global, Inc., as co-borrowers, entered into a credit agreement (the “2021 Revolving Credit Facility”) with certain lenders and JPMorgan Chase Bank, N.A. acting as administrative agent and collateral agent. The 2021 Revolving Credit Facility, as amended in and prior to December 2023, had a revolving commitment of $325.0 million(including a$60.0 million letter of credit sub-facility). In connection with the 2025 Revolving Credit Facility, all obligations under the 2021 Revolving Credit Facility were paid in full and the agreement was terminated.
The 2021 Revolving Credit Facility had a maturity date of September 13, 2026. Borrowings under the 2021 Revolving Credit Facility, as amended, accrued interest at a floating rate per annum equal to, at the Company’s option, (1) the Alternate Base Rate (defined in the 2021 Revolving Credit Facility as the rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect for such day plus 0.50%, and (c) the Adjusted Term SOFR Rate for an interest period of one month plus 1.00% (subject to a floor of 1.00%) plus 0.50% per annum) or (2) the Adjusted Term SOFR Rate (subject to a floor of 0.00%) plus 1.50% per annum.
The 2021 Revolving Credit Facility contained customary conditions to borrowing, events of default, and covenants, including covenants that restricted the ability to dispose of assets, merge with other entities, incur indebtedness, grant liens, pay dividends or make other distributions to holders of its capital stock, make investments, enter into restrictive agreements, or engage in transactions with affiliates. As of December 31, 2024, financial covenants in the 2021 Revolving Credit Facility included (1) a requirement to maintain a minimum Adjusted Quick Ratio of 1.50:1.00, which is tested quarterly and (2) a requirement to maintain a minimum liquidity of $100.0 million, which is tested quarterly. The Company was in compliance with all financial covenants under the 2021 Revolving Credit Facility as of December 31,2024.
The obligations under the 2021 Revolving Credit Facility were guaranteed by the material domestic subsidiaries of Remitly Global, Inc., subject to customary exceptions, and were secured by substantially all of the assets of the borrowers and guarantors thereunder, subject to customary exceptions. Amounts of borrowings under the 2021 Revolving Credit Facility fluctuated depending on transaction volumes and seasonality.
As of December 31, 2024, the Company had no outstanding borrowings under the 2021 Revolving Credit Facility. As of December 31, 2024, the Company had unused borrowing capacity of $277.3 million under the 2021 Revolving Credit Facility, and $48.2 million in issued, but undrawn, standby letters of credit.
Advance for Future Deposits
As part of the acquisition of Rewire, the Company assumed short-term indebtedness of Rewire that represents an advance for future deposits from Rewire’s amended agreement with one of its financial partners (the “Amendment” and the “Depositor,” respectively), entered into in October 2021. The Depositor made an advance payment to Rewire with respect to future deposits (the “Advance for Future Deposits”), with an original amount of 9.0 million Israeli shekel, approximately $2.8 million, which was transferred as an advance under the Amendment. As of December 31, 2025, the Advance for Future Deposits has a maturity date of November 2026 and provides for automatic extensions upon maturity. As of December 31, 2025 and 2024, the Company had $2.8 million and $2.5 million outstanding under the Amendment, respectively, which was recorded within ‘Short-term debt’ on the Consolidated Balance Sheets. The change in the outstanding balance is driven by the change in the foreign exchange conversion rate. The Advance for Future Deposits bears a floating interest rate of 1.4% plus Israeli Prime per annum, paid on a monthly basis. The Israeli Prime rate is defined as the Bank of Israel rate plus 1.5%. As of December 31, 2025 and 2024, the weighted-average interest rate was 7.40% and 7.35%, respectively.
Assumed Debt of Rewire
As part of the acquisition of Rewire, the Company assumed the amounts due on a revolving credit line that Rewire had entered into in 2021 and the amounts due on a bridge loan that Rewire had entered into in 2022. The total outstanding amounts were repaid during the year ended December 31, 2023, along with certain other acquired indebtedness, subsequent to the Company’s acquisition of Rewire and were included within the Consolidated Statements of Cash Flows as a financing activity.
- Net Income (Loss) Per Common Share
The following table presents the calculation of basic and diluted net income (loss) per share attributable to common stockholders for the periods indicated. Basic net income (loss) per share is calculated using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is calculated using the weighted-average number of shares of common stock outstanding including the dilutive effect of all potential shares of common stock as determined under the treasury stock method. Dilutive common shares primarily include outstanding stock options, unvested RSUs, and ESPP related shares. In periods when the Company reported a net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items were anti-dilutive.
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands, except share and per share data) | 2025 | 2024 | 2023 |
| Numerator: | |||
| Net income (loss) attributable to common stockholders | $67,933 | $(36,978) | $(117,840) |
| Denominator: | |||
| Weighted-average shares used in computing net income (loss) per share attributable to common stockholders: | |||
| Basic | 205,833,196 | 194,646,436 | 180,818,399 |
| Effect of dilutive securities | 11,736,700 | — | — |
| Diluted | 217,569,896 | 194,646,436 | 180,818,399 |
| Net income (loss) per share attributable to common stockholders: | |||
| Basic | $0.33 | $(0.19) | $(0.65) |
| Diluted | $0.31 | $(0.19) | $(0.65) |
The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive:
| As of December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Stock options outstanding | — | 8,240,251 | 10,801,396 |
| RSUs outstanding | 9,881,815 | 23,886,131 | 23,555,665 |
| ESPP | 568,761 | 2,005,433 | 791,226 |
| Shares subject to repurchase | — | — | 8,657 |
| Unvested common stock, subject to service-based vesting conditions, issued in connection with acquisition(1) | — | 52,040 | 104,080 |
| Equity issuable in connection with acquisition(1) | — | — | 133,309 |
| Total | 10,450,576 | 34,183,855 | 35,394,333 |
(1)Refer to Note 7. Business Combinations for further discussion of equity issued or to be issued in connection with the Rewire acquisition.
- Common Stock
As of December 31, 2025, the Company has authorized 725,000,000 shares of common stock with a par value of $0.0001 per share. Each holder of a share of common stock is entitled toone vote for each share held at all meetings of stockholders and is entitled to receive dividends whenever funds are legally available and when declared by the Company’s board of directors. No dividends have been declared or paid by the Company during the years ended December 31, 2025, 2024, and 2023.
Pledge 1% Stock Donation
In July 2021, the Company’s board of directors approved the reservation of up to 1,819,609 shares of common stock that the Company may issue to or for the benefit of a 501(c)(3) nonprofit foundation or a similar charitable organization pursuant to the Company’s Pledge 1% commitment, in installments overten years.
During each of the years ended December 31, 2025, 2024, and 2023, the Company donated 181,961 shares of its common stock to the Remitly Foundation, a donor advised fund at Rockefeller Philanthropy Advisors. For the years ended December 31, 2025, 2024, and 2023, the Company recorded a charge of $3.3 million, $2.6 million, and $4.6 million, respectively, to ‘General and administrative expenses’ on the Consolidated Statements of Operations.
Share Repurchase
In July 2025, the Company’s board of directors approved a share repurchase program that provides for the repurchase of up to an aggregate $200.0 million of the Company’s outstanding common stock. The share repurchase program does not expire and may be suspended, discontinued, or modified at any time without notice, at the Company’s discretion. Any share repurchases under the Company’s share repurchase program may be made through open market transactions, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions.
During the year ended December 31, 2025, in accordance with its share repurchase program, the Company repurchased and retired an aggregate 1,484,066 shares of its common stock for $23.9 million, which was recorded to ‘Additional paid in capital’ on the Consolidated Balance Sheets. As of December 31, 2025, a total of $176.1 million remained available for future repurchases of the Company’s common stock under the share repurchase program. There wereno share repurchases during the years ended December 31, 2024 or 2023.
- Stock-Based Compensation
Shares Available for Issuance
As of December 31,2025, 17,226,859 and 7,997,937 awards remained available for issuance under the 2021 Plan and the ESPP, respectively.
Stock Options
The following is a summary of the Company’s stock option activity during the year ended December 31, 2025:
| Stock Options | ||||
|---|---|---|---|---|
| (in thousands, except share and per share data) | Number of Options Outstanding | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value(1) |
| Balances as of January 1, 2025 | 8,240,251 | $4.58 | 4.78 | $148,247 |
| Exercised | (3,539,841) | 2.71 | 60,809 | |
| Forfeited | (12,440) | 7.43 | ||
| Balances as of December 31, 2025 | 4,687,970 | 5.98 | 4.43 | 36,639 |
| Vested and exercisable as of December 31, 2025 | 4,687,970 | 5.98 | 4.43 | 36,639 |
| Vested and expected to vest as of December 31, 2025 | 4,687,970 | $5.98 | 4.43 | $36,639 |
(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company’s common stock.
No stock options were granted during the years ended December 31, 2025, 2024, or 2023.
The following is a summary of the Company’s stock option activity during the years ended December 31, 2025, 2024, and 2023:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| Aggregate grant-date fair value of options vested | $4,053 | $14,125 | $9,406 |
| Aggregate intrinsic value of options exercised | 60,809 | 32,263 | 69,472 |
Restricted Stock Units (“RSUs”)
RSU activity during the year ended December 31, 2025 was as follows:
| Number of Shares | Weighted-Average Grant-Date Fair Value Per Share | |
|---|---|---|
| Unvested at January 1, 2025 | 23,886,131 | $15.81 |
| Granted | 8,989,792 | 19.46 |
| Vested | (8,415,296) | 15.27 |
| Cancelled/forfeited | (3,189,487) | 16.33 |
| Unvested at December 31, 2025 | 21,271,140 | $17.48 |
The following is a summary of the Company’s RSU activity during the years ended December 31, 2025, 2024, and 2023:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands, except per share data) | 2025 | 2024 | 2023 |
| Weighted-average grant-date fair value per share of RSUs granted | $19.46 | $16.45 | $17.48 |
| Aggregate grant-date fair value of RSUs vested | 128,502 | 125,307 | 113,024 |
Employee Stock Purchase Plan (“ESPP”)
A new 24-month ESPP offering period commenced on March 1, 2025. Beginning in September 2025, the Company implemented a new offering structure under which a new 12-month ESPP offering period commences on March 1 and September 1 of each fiscal year with the first 12-month ESPP offering period commencing on September 1, 2025. The ESPP plan includes a rollover feature for the purchase price if the Company's stock price at the end of the purchase period is less than the Company's stock price on the first day of the offering period. If this rollover feature is triggered, a new offering period begins. This feature was triggered on February 29, 2024 and August 30, 2024, resulting in incremental stock-based compensation expense of $1.7 million and $4.5 million, respectively. The rollover feature had an immaterial impact for all other periods presented. The incremental stock-based compensation expense is recognized over each new offering period.
The fair value of the ESPP offerings, including those described above, were estimated using the Black-Scholes option-pricing model as of the respective offering dates, using the following assumptions. These assumptions represent the grant-date fair value inputs for new offerings which commenced during the years ended December 31, 2025, 2024, and 2023, as well as updated valuation information as of the modification date for any offerings for which a modification occurred during the periods presented herein:
| Years Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Risk-free interest rates | 3.79% to 4.26% | 3.84% to 5.20% | 4.81% to 5.40% |
| Expected term | 0.5 to 2.0 years | 0.5 to 2.0 years | 0.5 to 2.0 years |
| Volatility | 43.8% to 49.1% | 39.3% to 61.3% | 47.8% to 65.2% |
| Dividend rate | —% | —% | —% |
Stock-Based Compensation Expense
Stock-based compensation expense for stock options, RSUs, and the ESPP included within the Consolidated Statements of Operations, net of amounts capitalized to internal-use software, as described in Note 6. Property and Equipment, was as follows for the years ended December 31, 2025, 2024, and 2023:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| Customer support and operations | $1,575 | $1,158 | $1,404 |
| Marketing | 17,271 | 17,609 | 16,165 |
| Technology and development | 93,158 | 84,381 | 74,967 |
| General and administrative | 43,110 | 48,989 | 44,431 |
| Total | $155,114 | $152,137 | $136,967 |
As of December 31, 2025, the total unamortized compensation cost related to all non-vested equity awards, including options and RSUs, was $279.0 million, which will be amortized over a weighted-average remaining requisite service period of approximately 2.4 years. As of December 31, 2025, the total unrecognized compensation expense related to the ESPP was $4.4 million, which is expected to be amortized over the next 0.7 years.
- Income Taxes
The components of income (loss) before provision for income taxes were as follows for the years ended December 31, 2025, 2024, and 2023:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| United States | $54,557 | $(42,708) | $(74,776) |
| Foreign | 17,071 | 12,457 | (37,162) |
| Income (loss) before provision for income taxes | $71,628 | $(30,251) | $(111,938) |
The components of the provision for income taxes were as follows for the years ended December 31, 2025, 2024, and 2023:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| Current tax benefit (expense): | |||
| Federal | $(172) | $(197) | $— |
| State | (1,344) | (418) | (376) |
| Foreign | (4,551) | (5,562) | (6,365) |
| Total current tax benefit (expense) | (6,067) | (6,177) | (6,741) |
| Deferred tax benefit (expense): | |||
| Federal | — | — | — |
| State | — | — | — |
| Foreign | 2,372 | (550) | 839 |
| Total deferred tax benefit (expense) | 2,372 | (550) | 839 |
| Provision for income taxes | $(3,695) | $(6,727) | $(5,902) |
A reconciliation at the applicable federal statutory rate to the Company’s effective income tax rate were as follows for the years ended December 31, 2025, 2024, and 2023:
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (dollars in thousands) · 2025 · 2024 · 2023 | ||||||
| U.S. federal tax at statutory rate | $15,042 | 21.00% | $(6,353) | 21.00% | $(23,507) | 21.00% |
| State and local income tax, net of federal income tax effect(1) | 1,050 | 1.47% | 302 | (1.00)% | 300 | (0.27)% |
| Foreign tax effects: | ||||||
| Israel | ||||||
| Tax charges from integration of acquired companies | — | —% | — | —% | 16,631 | (14.86)% |
| Stock-based compensation | (4,082) | (5.70)% | 2,360 | (7.80)% | 2,315 | (2.07)% |
| Withholding taxes | 2,973 | 4.15% | — | —% | 168 | (0.15)% |
| Change in valuation allowance | — | —% | — | —% | (6,387) | 5.71% |
| Other | (689) | (0.96)% | (315) | 1.04% | (715) | 0.64% |
| Poland | ||||||
| Stock-based compensation | 831 | 1.16% | 727 | (2.40)% | 656 | (0.59)% |
| Change in valuation allowance | 2,107 | 2.94% | 1,142 | (3.78)% | 901 | (0.80)% |
| Research and development incentive | (2,541) | (3.55)% | (1,353) | 4.47% | (901) | 0.80% |
| Other | 19 | 0.03% | 110 | (0.36)% | (400) | 0.36% |
| United Kingdom | ||||||
| Stock-based compensation | 182 | 0.25% | (557) | 1.84% | (1,328) | 1.19% |
| Other | 211 | 0.29% | 71 | (0.24)% | 55 | (0.05)% |
| Canada | ||||||
| Research and development incentive | (834) | (1.16)% | — | —% | — | —% |
| Withholding taxes | 318 | 0.44% | 705 | (2.33)% | 194 | (0.17)% |
| Other | 728 | 1.02% | 25 | (0.08)% | 180 | (0.16)% |
| Other foreign jurisdictions | 1,209 | 1.69% | 437 | (1.44)% | 1,222 | (1.09)% |
| Effect of cross-border tax laws: | ||||||
| Base erosion and anti-abuse tax | 3,377 | 4.71% | 3,612 | (11.94)% | — | —% |
| Global Intangible Low-Taxed Income (“GILTI”) | 1,735 | 2.42% | — | —% | — | —% |
| IRC Section 367(a) gain | — | —% | 988 | (3.27)% | — | —% |
| Tax credits: | ||||||
| Research tax credits | (9,542) | (13.32)% | (11,483) | 37.96% | (18,277) | 16.33% |
| Changes in valuation allowances | (3,519) | (4.91)% | 20,170 | (66.68)% | 62,272 | (55.63)% |
| Nontaxable or nondeductible items: | ||||||
| Stock-based compensation | (6,002) | (8.38)% | (5,437) | 17.97% | (20,711) | 18.50% |
| Tax charges from integration of acquired companies | — | —% | — | —% | (9,255) | 8.27% |
| Other | 68 | 0.09% | (109) | 0.36% | 385 | (0.34)% |
| Changes in unrecognized tax benefits | 885 | 1.24% | 948 | (3.13)% | 3,075 | (2.75)% |
| Other | 169 | 0.24% | 737 | (2.43)% | (971) | 0.86% |
| Provision for income taxes and effective tax rate | $3,695 | 5.16% | $6,727 | (22.24)% | $5,902 | (5.27)% |
(1) Maryland, New York, New York City, Pennsylvania, and Texas make up the majority (greater than 50 percent) of the tax effect in this category
As of December 31, 2025, the Company has U.S. net operating loss (“NOL”) carryforwards of $191.9 million, which substantially do not expire, and state NOL carryforwards of $162.0 million, which begin to expire between 2028 and 2045. NOL carryforwards are subject to further possible limitation should a change in ownership of the Company occur, as defined by Internal Revenue Code (“IRC”) Section 382. As of December 31, 2025, the Company has foreign NOL carryforwards of $14.7 million, of which $3.2 million will begin to expire in 2030.
As of December 31, 2025, the Company had U.S. federal research and development credit carryforwards of $46.5 million, which begin to expire in 2041, U.S. state research and development credit carryforwards of $0.9 million, which do not expire, and foreign research and development credit carryforwards of $4.3 million, which will begin to expire in 2029, but which may also be used to satisfy payroll tax liabilities in the future.
The Organization for Economic Cooperation and Development released Pillar Two model rules defining a 15% global minimum tax for multinational corporations. Many countries in which the Company operates have enacted Pillar Two. Pillar Two rules apply to the Company beginning in the Company’s fiscal year 2025. Pillar Two is not expected to materially impact the Company’s effective tax rate or cash flows for fiscal year 2025. New legislation or guidance could change the Company’s current assessment.
The total income tax benefit related to stock-based compensation expense and stock option exercises was $8.6 million, $3.0 million, and $2.9 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The components of income taxes paid (net of refunds) were as follows:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| Federal | $200 | $510 | $— |
| State | 41 | 1,752 | 503 |
| Foreign | 2,481 | 897 | 4,802 |
| Total income taxes paid (net of refunds) | $2,722 | $3,159 | $5,305 |
Income taxes paid (net of refunds) exceeded 5% of total income taxes paid (net of refunds) in the following jurisdictions:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| State: | |||
| New York City | $(325) | $661 | * |
| New York | * | 174 | * |
| Foreign: | |||
| Ireland | 798 | 1,259 | $521 |
| United Kingdom | 635 | (1,219) | 1,273 |
| Canada | (630) | 705 | 2,170 |
| Brazil | 519 | * | * |
| Philippines | 422 | * | * |
| Australia | 310 | 247 | 606 |
| India | 151 | * | * |
*Jurisdiction below the threshold for the period presented.
The tax effects of the temporary differences and carryforwards that give rise to deferred tax assets were as follows:
| As of December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Deferred tax assets: | ||
| Net operating loss carryforwards | $54,614 | $59,255 |
| Accrued expenses | 4,463 | 775 |
| Stock-based compensation | 23,785 | 18,475 |
| Operating lease liabilities | 5,425 | 1,064 |
| Capitalized research costs | 69,563 | 85,835 |
| Intangible assets | 11,081 | 11,667 |
| Research tax credits | 39,246 | 29,634 |
| Other | 3,529 | 4 |
| Gross deferred tax assets | 211,706 | 206,709 |
| Deferred tax liabilities: | ||
| Fixed assets | (8,647) | (3,660) |
| Operating lease right-of-use assets | (531) | (727) |
| Gross deferred tax liabilities | (9,178) | (4,387) |
| Valuation allowance(1) | (197,519) | (199,831) |
| Net deferred tax assets(2) | $5,009 | $2,491 |
(1) The Company maintains a full valuation allowance against the U.S. net deferred tax assets, as it believes that these deferred tax assets do not meet the more likely than not threshold.
(2)The net deferred tax asset as of December 31, 2025 and 2024 was recorded within ‘Other noncurrent assets, net’ on the Company’s Consolidated Balance Sheets.
The net change in the total valuation allowance was a decrease of $2.3 million, an increase of $25.0 million, and an increase of $73.4 million for the years ended December 31, 2025, 2024, and 2023, respectively. The change in valuation allowance as of December 31, 2025 was primarily related to the deduction of previously capitalized costs under IRC Section 174 and the utilization of U.S. federal and state net operating losses, offset by an increase in certain credit carryforwards. The change in valuation allowance as of December 31, 2024 and 2023 was primarily related to an increase in capitalized costs under IRC Section 174 and certain credit carryforwards, offset by the utilization of U.S. federal and state net operating losses. The following represents the changes in the Company’s valuation allowance for the years ended December 31, 2025, 2024, and 2023:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| Beginning balance | $199,831 | $174,863 | $101,446 |
| Charged to net income | (2,312) | 24,968 | 67,030 |
| Charged to other accounts | — | — | 6,387 |
| Ending balance | $197,519 | $199,831 | $174,863 |
The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and internationally. As of December 31, 2025, tax years 2012 through 2021, and 2023 through 2025 remain open for examination by taxing authorities. The Company’s 2022 federal tax return was audited by the Internal Revenue Service, with no adjustments.
The calculation of the Company’s tax obligations involves dealing with uncertainties in the application of complex tax laws and regulations. ASC 740, Income Taxes, provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company has assessed its income tax positions and recorded tax benefits for all years subject to examination, based upon its evaluation of the facts, circumstances and information available at each period end. For those tax positions where the Company has determined there is a greater than 50% likelihood that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is determined there is a less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized.
The following represents the changes in the Company’s unrecognized income tax benefits for the years ended December 31, 2025, 2024, and 2023:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| Beginning balance | $19,544 | $15,578 | $— |
| Increases related to tax positions taken during the current year | 2,428 | 3,157 | 11,438 |
| Increases (decreases) related to tax positions taken during prior years | (1,261) | 809 | 4,140 |
| Ending balance | $20,711 | $19,544 | $15,578 |
As of December 31, 2025, the Company had unrecognized tax benefits of $20.7 million, of which $8.3 million would impact the annual effective tax rate if recognized. The remainder of the unrecognized tax benefits would not affect the effective tax rate due to the valuation allowances recorded against deferred tax assets. As of December 31, 2025, $5.6 million of uncertain tax positions were recorded within ‘Other noncurrent liabilities’ on the Consolidated Balance Sheets, and $15.1 million were recorded as a reduction in deferred tax assets, of which $12.5 million are subject to valuation allowance.
The Company recognizes interest and, if applicable, penalties for any uncertain tax positions. Interest and penalties are recorded as a component of income tax expense. In the years ended December 31, 2025, 2024, and 2023, the Company didnot have material accrued interest or penalties associated with any unrecognized tax benefits.
15.401(k) Defined Contribution Plan
The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all domestic employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. The Company makes discretionary matching contributions that are funded in the following year. The Company matches 50% of the first 4% of compensation that a participant contributes to the 401(k) plan. In addition, as part of the acquisition of Rewire, the Company inherited various employer sponsored contribution savings plans. The Company’s contributions were not material for the years ended December 31, 2025, 2024, and 2023.
- Commitments and Contingencies
Guarantees and Indemnification
In the ordinary course of business to facilitate sales of its services, the Company has entered into agreements with, among others, suppliers and partners that include guarantees or indemnity provisions. The Company also enters into indemnification agreements with its officers and directors, and the Company’s amended and restated certificate of incorporation and amended and restated bylaws include similar indemnification obligations to its officers and directors. To date, there have beenno claims under any indemnification provisions; therefore, no such amounts have been accrued as of December 31, 2025 or 2024.
Litigation and Loss Contingencies
Litigation
From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business, including intellectual property claims, labor and employment claims, threatened claims, breach of contract claims, and other matters. The Company operates in a complex legal and regulatory environment and its operations are subject to various U.S. and foreign laws, rules, and regulations. From time to time, the Company is also subject to inquiry, examinations, or enforcement actions from various of its regulators. The Company accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. As of December 31, 2025, the Company was involved in certain intellectual property and trademark disputes in certain jurisdictions; any potential loss related to those disputes cannot currently be reasonably estimated and any impact is expected to be immaterial.
Although the results of litigation and claims are inherently unpredictable, the Company does not believe that there was a reasonable possibility that it had incurred a material loss with respect to such loss contingencies as of December 31, 2025 and 2024.
Purchase Commitments
The Company routinely enters into marketing and advertising contracts, software subscriptions or other service arrangements, including cloud infrastructure arrangements, and compliance-application related arrangements that contractually obligate us to purchase services, including minimum service quantities, unless given notice of cancellation based on the applicable terms of the agreements. Most contracts are typically cancellable within a period of less than one year, although some of the larger software or cloud service subscriptions require multi-year commitments. The purchase commitments presented in the table below include amounts that are fixed with noncancellable minimum purchase terms with remaining terms in excess of one year. Obligations under contracts that are cancellable or with terms of twelve months or less are excluded.
As of December 31, 2025, the future minimum payments under the purchase commitments were as follows:
| (in thousands) | Amount |
|---|---|
| 2026 | $30,442 |
| 2027 | 30,831 |
| 2028 | 26,625 |
| 2029 | 28,542 |
| 2030 and thereafter | 17,500 |
| Total future minimum payments | $133,940 |
Reserve for Transaction Losses
The table below summarizes the Company’s reserve for transaction losses for the years ended December 31, 2025 and 2024:
| Years Ended December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Beginning balance | $3,585 | $3,359 |
| Provisions for transaction losses | 86,021 | 58,155 |
| Losses incurred, net of recoveries | (84,166) | (57,929) |
| Ending balance | $5,440 | $3,585 |
- Accrued Expenses & Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
| December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Trade settlement liability(1) | $34,884 | $33,946 |
| Accrued transaction expense | 34,673 | 21,949 |
| Accrued marketing expense | 17,307 | 19,258 |
| Accrued salary, benefits, and related taxes | 12,996 | 11,704 |
| Accrued taxes and taxes payable | 9,772 | 5,888 |
| Reserve for transaction losses | 5,440 | 3,585 |
| ESPP employee contributions | 5,099 | 4,043 |
| Accrued interest expense | 2,342 | 488 |
| Other | 19,435 | 15,791 |
| Total accrued expenses and other current liabilities | $141,948 | $116,652 |
(1) The trade settlement liability amount represents the total of disbursement postfunding liabilities and book overdrafts owed to the Company’s disbursement partners. Refer to Note 2. Basis of Presentation and Summary of Significant Accounting Policies within the notes to consolidated financial statements for further discussion.
- Leases
The Company leases office space in all of its locations under noncancellable operating leases with various expiration dates through 2032.
The components of lease expense, lease term, and discount rate for operating leases were as follows:
| Years Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Operating lease expense (in thousands) | $8,268 | $7,664 | $6,409 |
| Weighted-average remaining lease term (in years) | 5.2 | 3.4 | 2.2 |
| Weighted-average discount rate | 6.1% | 6.4% | 5.4% |
Supplemental cash flow information related to leases was as follows:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| Cash payments, net included in the measurement of operating lease liabilities – operating cash flows(1) | $(12,148) | $7,072 | $5,415 |
(1)Amount for the year ended December 31, 2025 includes receipt of certain tenant improvement allowances, which exceeded cash lease payments.
The following table represents the maturity of lease liabilities as of December 31, 2025:
| (in thousands) | Amount |
|---|---|
| 2026 | $8,980 |
| 2027 | 9,005 |
| 2028 | 6,961 |
| 2029 | 6,202 |
| 2030 and thereafter | 14,851 |
| Total lease payments | 45,999 |
| Less: Tenant improvement allowance | (5,348) |
| Less: Imputed interest | (6,350) |
| Present value of operating lease liabilities | $34,301 |
- Supplemental Cash Flow Information
The supplemental disclosures of cash flow information for the years ended December 31, 2025, 2024 and 2023 consisted of the following:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| Supplemental disclosure of cash flow information: | |||
| Cash paid for interest | $5,478 | $2,551 | $1,653 |
| Supplemental disclosure of noncash investing and financing activities: | |||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $5,164 | $9,512 | $5,954 |
| Unpaid property and equipment purchases in accounts payable and accrued expenses and other current liabilities | 5,284 | 4,841 | 152 |
| Stock-based compensation expense capitalized to internal-use software | 4,674 | 4,728 | 3,132 |
| Settlement of equity amounts previously held back for acquisition consideration | — | 2,783 | — |
| Amounts held back for acquisition consideration | — | — | 11,899 |
| Issuance of common stock for acquisition consideration | — | — | 6,635 |
| Settlement of preexisting net receivable in exchange for net assets acquired in business combination | — | — | 2,401 |
| Issuance of common stock, subject to service-based vesting conditions, in connection with acquisition | — | — | 581 |
| Vesting of early exercised options | — | 48 | 377 |
- Segment Reporting
Segment and Geographic Information
The Company determines operating segments based on how its chief operating decision maker (“CODM”) manages the business, makes operating decisions around the allocation of resources, and evaluates operating performance. The Company’s CODM is its Chief Executive Officer, who reviews the Company’s operating results on a consolidated basis. The Company operates asone operating segment. Based on the information provided to the Company’s CODM, the Company believes that the nature, amount, timing, and uncertainty of its revenue and how it is affected by economic factors are most appropriately depicted through the Company’s primary geographical locations. Revenues recorded by the Company are substantially all from the Company’s single performance obligation which are earned from similar services for which the nature of associated fees and the related revenue recognition models are substantially the same. Refer to Note 3. Revenue and Note 6. Property and Equipment for information related to the Company’s geographic information for revenue and long-lived assets, respectively.
Segment Income (Loss) and Performance Measurement
The Company’s CODM is provided the financial performance of the Company'sone operating segment showing net income (loss) as the primary measure of segment profitability. Net income (loss) reflects revenue generated and expenses incurred for the business. The CODM uses this measure to evaluate the operational efficiency and profitability of the Company, to make strategic decisions about capital allocation, and to assess whether the Company is meeting its financial targets. The CODM does not evaluate the performance of itsone operating segment using asset information.
The Company’s CODM is regularly provided results comparing actual performance against budgeted targets and prior periods. This measure aligns with how resources are managed and allocated within the Company’sone operating segment business.
Significant Segment Expenses
On a regular basis, the Company’s CODM is provided certain significant segment expenses, which include advertising expense and stock-based compensation expense, in addition to those significant segment expenses reported within the Consolidated Statements of Operations.
The following table reconciles the significant segment expenses regularly provided to the Company’s CODM for the years ended December 31, 2025, 2024, and 2023, to the primary measure of segment profitability, net income (loss):
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| Revenue | $1,635,147 | $1,263,963 | $944,285 |
| Significant segment expenses: | |||
| Transaction expenses | (549,480) | (431,604) | (329,113) |
| Customer support and operations, excluding stock-based compensation expense(1) | (99,651) | (82,760) | (81,117) |
| Marketing, excluding stock-based compensation expense and advertising expense(1)(2) | (70,528) | (60,750) | (36,940) |
| Technology and development, excluding stock-based compensation expense(1) | (220,749) | (185,436) | (144,972) |
| General and administrative, excluding stock-based compensation expense(1) | (182,019) | (146,868) | (134,941) |
| Advertising expense | (255,104) | (225,440) | (181,312) |
| Stock-based compensation expense, net | (155,114) | (152,137) | (136,967) |
| Other segment disclosures: | |||
| Depreciation and amortization | (25,034) | (18,054) | (13,118) |
| Interest income | 7,699 | 8,077 | 7,447 |
| Interest expense | (7,612) | (3,241) | (2,352) |
| Provision for income taxes | (3,695) | (6,727) | (5,902) |
| Other segment income (expense), net(3) | (5,927) | 3,999 | (2,838) |
| Net income (loss) | $67,933 | $(36,978) | $(117,840) |
(1) The significant segment expenses reported within the Consolidated Statements of Operations are presented in this table excluding stock-based compensation expense. Stock-based compensation expense is presented separately as an additional significant segment expense and is regularly provided to the CODM. Refer to Note 13. Stock-Based Compensation for tabular disclosure of amounts included within other significant segment expenses, stock-based compensation expense, net of amounts capitalized to internal-use software, as described in Note 6. Property and Equipment.
(2) The significant segment expense reported within the Consolidated Statements of Operations is presented in this table excluding advertising expense. Advertising expense is presented separately as an additional significant segment expense and is regularly provided to the CODM. Advertising expense is included in Marketing expense as described in Note 2. Basis of Presentation and Summary of Significant Accounting Policies.
(3) Other segment income (expense) includes Other income (expense), net, which is described in Note 2. Basis of Presentation and Summary of Significant Accounting Policies.
There were no unusual items or other significant noncash items for the years ended December 31, 2025, 2024, or 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.