Backblaze, Inc.
For the period ended Mar 31, 2026. Filed May 4, 2026.
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Mar 31, 2026 · Filed May 4, 2026
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization and Description of Business
Description of Business
Backblaze, Inc. and its subsidiaries (collectively, “Backblaze” or the “Company”) is a high-performance storage cloud platform, designed to help businesses and consumers store, use, and protect their data. The Company delivers its services through the Backblaze Storage Cloud platform, a purpose-built, web-scale software architecture operating on commodity hardware. Backblaze’s offerings include B2 Cloud Storage, an Infrastructure-as-a-Service (“IaaS”) solution, and Computer Backup, a Software-as-a-Service (“SaaS”) solution.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 10, 2026 (the “Annual Report”). In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include normal recurring adjustments necessary for fair presentation. The results of operations for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.
Reclassifications
To conform to the current period’s presentation, foreign exchange loss of$0.1 million that was previously included in “General and administrative” operating expenses is now included within “Other income (expense), net” in the condensed consolidated statement of operations and comprehensive loss for thethree months ended March 31, 2025. This reclassification had no impact on total net loss and comprehensive loss.
Emerging Growth Company
The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company will maintain its EGC status until the fifth anniversary of the Company’s initial public offering. The Company intends to use the extended transition period for any other new or revised accounting standards during the period in which it remains an EGC. As a result, our Annual Report on Form 10-K for the year ending December 31, 2026 will no longer reflect any reduced disclosure requirements as an emerging growth company.
Significant accounting policies
The Company’s significant accounting policies are disclosed in the Company’s audited consolidated financial statements and related notes thereto included in the Annual Report.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. Such estimates and assumptions include the costs to be capitalized as internal-use software, which include determining whether projects will result in new or additional functionality, the useful lives of other long-lived assets, impairment considerations for long-lived assets, the incremental borrowing rate for lease agreements, lease and non-lease component allocation, estimates related to variable consideration, the expected period of benefit of deferred contract acquisition costs, and accounting for income taxes, including estimates for deferred tax assets, valuation allowance, and uncertain tax positions. The Company bases its estimates on historical experience and on assumptions that management considers reasonable. Future actual results could differ materially from these estimates.
During the second quarter of 2025, the Company completed a study on the useful lives of its property and equipment. Effective April 1, 2025, the estimated lives of (i) data center equipment, which includes hard drives, and (ii) machinery and equipment, which includes servers and other infrastructure equipment, were extended on a prospective basis from a range of 3 to 5 years to a uniform 6 years. The reassessment was based on historical data and continuous improvements made to the efficiency and durability of the Company’s storage infrastructure.
The change in estimate reduced depreciation expense and increased net income by approximately $0.9 million for the three months ended March 31, 2026, resulting in an increase of $0.02 per basic and diluted share. The Company expects an additional reduction in depreciation expense and increase in net income of approximately $2.8 million for the remainder of the year ending December 31, 2026 as a result of this change in estimate.
Comprehensive Loss
The Company does not have any components of other comprehensive income recorded within the condensed consolidated financial statements and therefore does not separately present a statement of comprehensive income in the condensed consolidated financial statements.
Income Taxes
The Company is subject to U.S. federal and state income taxes as a corporation. The Company’s tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate adjusted for the effect of discrete items arising in that quarter. The effective tax rate for each of thethree months ended March 31, 2026 and 2025 waszero as the Company has incurred continuous operating losses.
Concentrations and Risks and Uncertainties
Credit risk. Financial instruments that potentially subject the Company to credit risk primarily consist of cash, cash equivalents, accounts receivable, marketable securities, and unbilled receivables.
The Company maintains its cash, cash equivalents, and marketable securities with high-quality financial institutions that have investment-grade credit ratings. Although these institutions are considered to be financially sound, deposits may exceed the amounts insured or guaranteed by the Federal Deposit Insurance Corporation, which could subject the Company to risk of loss in the event of the failure of any such financial institution.
The Company is also exposed to credit risk related to accounts receivable and unbilled receivables from customers. The Company does not have separate collateral requirements to support financial instruments subject to credit risk.
Concentration of vendors. The Company acquires infrastructure equipment from third-party vendors. Vendors may have limited sources of equipment and supplies, which may expose the Company to potential supply-chain and service disruptions that could harm the Company’s business.
The following tables present concentrations of vendors and customers that accounted for more than 10% related to the Company’s cash disbursements, accounts payable, and accounts receivable.
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Cash disbursement concentration | ||
| Number of vendors | 2 | 2 |
| Total cash disbursements represented by vendors listed above | 23% | 27% |
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Accounts payable concentration | ||
| Number of vendors | 4 | 2 |
| Total accounts payable balance represented by vendors listed above | 54% | 23% |
| Accounts receivable concentration | ||
| Number of customers | 2 | 2 |
| Total accounts receivable balance represented by customers listed above | 33% | 38% |
New Accounting Standards Adopted
In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” This standard allows entities to apply a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company adopted ASU 2025-05 effective January 1, 2026 and elected the practical expedient. The adoption did not have a material impact on the Company's consolidated financial statements.
Recently Issued Accounting Pronouncements
In September 2025, the FASB issued ASU 2025-06,“Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This standard updates the recognition model for internal-use software by eliminating the project stage framework and requiring capitalization once projects are approved and completion is probable, and also clarifies related disclosure requirements. This ASU is effective for all entities fiscal years beginning after December 15, 2027, including interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard.
In November 2024, the FASB issued ASU 2024-03, “Income Statement (Subtopic 220-40) - Reporting Comprehensive Income - Expense Disaggregation Disclosures.” The ASU requires disclosure of specified information about certain costs and expenses, including (i) certain amounts already required to be disclosed in the same disclosure as the other disaggregation requirements, (ii) a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (iii) the total amount of selling expenses and an entity’s definition of such expenses. For public companies, this ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 on either a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 for public companies and is effective for fiscal years beginning after December 15, 2025 for non-public business entities. In accordance with our EGC status, the Company will implement the standard on a prospective basis beginning with its annual reporting period ending December 31, 2026. The Company does not expect ASU 2023-09 to have a material impact on its consolidated financial statements.
Note 3. Revenues
Disaggregation of Total Revenue
The following table presents the Company’s total revenue disaggregated by product (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| B2 Cloud Storage | $22,428 | $18,048 |
| Computer Backup | 16,238 | 16,565 |
| Total revenue | $38,666 | $34,613 |
The following table presents the Company’s total revenue disaggregated by timing of revenue recognition (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Consumption-based arrangements | $21,739 | $17,413 |
| Subscription-based arrangements | 16,801 | 17,108 |
| Point in time arrangements | 126 | 92 |
| Total revenue | $38,666 | $34,613 |
Total revenue by geographic area, based on the location of the Company’s customers, was as follows (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| United States | $28,013 | $25,381 |
| United Kingdom | 1,959 | 1,752 |
| Canada | 1,623 | 1,654 |
| Other | 7,071 | 5,826 |
| Total revenue | $38,666 | $34,613 |
Earned, Unbilled Revenue
As of March 31, 2026 and December 31, 2025, the Company had $4.0 million and $3.7 million, respectively, of unbilled accounts receivable included within other current assets in the condensed consolidated balance sheets.
Deferred Revenue
The following table presents information regarding the Company’s total deferred revenue (in thousands):
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Deferred revenue | $36,312 | $35,897 |
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Total revenue recognized, included in each deferred revenue balance at the beginning of each respective period | $12,321 | $12,224 |
Deferred revenue represents the invoiced portion of the Company’s contract liabilities for which the related performance obligations are still outstanding. The Company’s remaining performance obligations (“RPOs”) include deferred revenue as well as future committed revenue under existing customer contracts.
The following table presents the Company’s RPOs (in millions):
| Within 1 Year | Over 1 Year | Total | |
|---|---|---|---|
| As of March 31, 2026 | $42.9 | $33.6 | $76.5 |
| As of December 31, 2025(1) | $39.5 | $30.7 | $70.2 |
(1) Effective January 1, 2026, the Company has included contracts with an original duration of one year or less in the above RPOs disclosure. To conform to current period disclosure, the Company has similarly included short-term contracts in the comparative disclosure as of December 31, 2025 resulting in an increase of $4.0 million from amounts previously disclosed.
Deferred Contract Costs
The following tables present the Company’s deferred contract costs and amortization of deferred contract costs (in thousands):
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Deferred contract costs for marketing affiliates | $244 | $335 |
| Deferred contract costs for sales commission | $3,500 | $2,639 |
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Amortization of deferred contract costs related to marketing affiliates | $127 | $295 |
| Amortization of deferred contract costs related to sales commission | $182 | $98 |
Note 4. Marketable Securities
Fair Values and Gross Unrealized Gains and Losses on Held-to-Maturity Investments
The amortized cost, gross unrealized gains and losses, fair values, and net carrying value of interest-bearing securities, by type of security, were as follows (in thousands):
| Amortized Cost · Gross Unrealized · Fair Value · Net Carrying Value | |||||
|---|---|---|---|---|---|
| Gains · Losses | |||||
| As of March 31, 2026 · (in thousands) | |||||
| Cash equivalents | |||||
| Money market funds | $12,057 | $— | $— | $12,057 | $12,057 |
| Total cash equivalents | $12,057 | $— | $— | $12,057 | $12,057 |
| Investments | |||||
| U.S. treasury securities | $9,448 | $— | $(5) | $9,443 | $9,448 |
| Corporate debt securities | 9,761 | — | (6) | 9,755 | 9,759 |
| Total investments | $19,209 | $— | $(11) | $19,198 | $19,207 |
| Amortized Cost · Gross Unrealized · Fair Value · Net Carrying Value | |||||
|---|---|---|---|---|---|
| Gains · Losses | |||||
| As of December 31, 2025 · (in thousands) | |||||
| Cash equivalents | |||||
| Money market funds | $8,729 | $— | $— | $8,729 | $8,729 |
| Total cash equivalents | $8,729 | $— | $— | $8,729 | $8,729 |
| Investments | |||||
| U.S. treasury securities | $9,461 | $12 | $— | $9,473 | $9,461 |
| Corporate debt securities | 12,740 | 4 | — | 12,744 | 12,738 |
| Total investments | $22,201 | $16 | $— | $22,217 | $22,199 |
Scheduled Maturities
The amortized cost and fair value of the Company’s held-to-maturity investments as of March 31, 2026, by contractual maturity, are shown below.
| As of March 31, 2026 | Amortized Cost | Fair Value |
|---|---|---|
| (in thousands) | ||
| Within one year | $19,209 | $19,198 |
| After one year through five years | — | — |
| After 5 years through 10 years | — | — |
| After 10 years | — | — |
| Total investments | $19,209 | $19,198 |
Aging of Unrealized Losses
As of March 31, 2026, certain securities were in an immaterial unrealized loss position for less than twelve months. There wereno securities in an unrealized loss position as of December 31, 2025.
Note 5. Fair Value Measurements
The following table presents the level within the fair value hierarchy at which the Company’s held-to-maturity investments are measured (in thousands):
| As of March 31, 2026 | Level 1 | Level 2 | Other(1) | Total |
|---|---|---|---|---|
| Cash equivalents | ||||
| Money market funds | $— | $— | $12,057 | $12,057 |
| Investments | ||||
| U.S. treasury securities | 9,443 | — | — | 9,443 |
| Corporate debt securities | — | 9,755 | — | 9,755 |
| Total | $9,443 | $9,755 | $12,057 | $31,255 |
| As of December 31, 2025 | Level 1 | Level 2 | Other(1) | Total |
|---|---|---|---|---|
| Cash equivalents | ||||
| Money market funds | $— | $— | $8,729 | $8,729 |
| Investments | ||||
| U.S. treasury securities | 9,473 | — | — | 9,473 |
| Corporate debt securities | — | 12,744 | — | 12,744 |
| Total | $9,473 | $12,744 | $8,729 | $30,946 |
(1) Investments in money market funds measured at fair value using the net asset value per share practical expedient are not subject to hierarchy level classification disclosure. The Company invests in money market funds that seek to maintain a stable net asset value. These investments include commingled funds that comprise high-quality short-term securities representing liquid debt and monetary instruments where the redemption value is likely to be the fair value. Redemption is permitted daily without written notice.
There were no transfers between levels of the fair value hierarchy during the three months ended March 31, 2026 and the year ended December 31, 2025, respectively. There wereno material assets or liabilities that were measured at fair value on a non-recurring basis as of March 31, 2026 or December 31, 2025 other than those disclosed in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report.
Note 6. Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Data center equipment | $99,452 | $95,958 |
| Leased and financed data center equipment(1) | 70,757 | 66,569 |
| Computer equipment | 2,193 | 2,286 |
| Leasehold improvements | 259 | 181 |
| Construction-in-progress | 134 | 89 |
| Total property and equipment | 172,795 | 165,083 |
| Less: accumulated depreciation and amortization | (111,490) | (107,773) |
| Total property and equipment, net | $61,305 | $57,310 |
(1) The net book value of the Company’s equipment under finance lease agreements and lease financing obligations was $49.4 million and $45.7 million as of March 31, 2026 and December 31, 2025, respectively.
The following table presents property and equipment, net and operating lease right-of-use assets by geographic region (in thousands):
| March 31,2026 | December 31, 2025 | |
|---|---|---|
| United States | $68,188 | $67,193 |
| Canada | 2,836 | 2,871 |
| The Netherlands | 11,684 | 9,959 |
| Total property and equipment, net and operating lease right-of-use assets | $82,708 | $80,023 |
Note 7. Capitalized Internal-Use Software, Net
Capitalized internal-use software, net consisted of the following (in thousands):
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Developed software | $71,859 | $68,837 |
| General and administrative software | 144 | 144 |
| Total capitalized internal-use software | 72,003 | 68,981 |
| Less: accumulated amortization | (31,146) | (28,156) |
| Total capitalized internal-use software, net | $40,857 | $40,825 |
Amortization expense of capitalized internal-use software included in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Cost of revenue(1) | $2,988 | $2,446 |
| General and administrative | 2 | 2 |
| Total amortization expense of capitalized internal-use software | $2,990 | $2,448 |
(1) Includes $0.1 million of restructuring charges for the three months ended March 31, 2026 related to our 2025 Restructuring and Transformation Plan. See Note 14 for further information.
As of March 31, 2026, future amortization expense is expected to be as follows (in thousands):
| Year Ending December 31, | |
|---|---|
| Remainder of 2026 | $9,111 |
| 2027 | 11,539 |
| 2028 | 9,894 |
| 2029 | 6,962 |
| 2030 | 2,758 |
| Thereafter | 593 |
| Total | $40,857 |
Note 8. Leases
Finance Leases
The Company generally enters into finance lease arrangements to obtain hard drives and other infrastructure equipment for its data center operations. The terms of these agreements generally range from three tofive years and certain of these arrangements have optional renewals to extend the term of the lease generally at a fixed price. Finance leases are generally secured by the underlying leased equipment. The Company’s finance leases have original lease periods expiring between
2026 and 2031. Financing lease right-of-use assets are included in property and equipment, net in the Company’s condensed consolidated balance sheets.
Operating Leases
The Company leases data center spaces and office space under non-cancelable operating leases with various expiration dates. Certain lease agreements include renewal options to extend the lease term at a price to be determined upon exercise. These options are not reasonably certain to be exercised and therefore are not factored in the determination of lease payments. Contingent rental payments are generally not included in the Company’s lease agreements. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company's leases have original lease periods expiring between 2026 and 2033.
Summary of Lease Information
The weighted average remaining lease terms and discount rates as of March 31, 2026 and December 31, 2025 were as follows:
| March 31, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Operating leases | Finance Leases(1) | Operating leases | Finance Leases(1) | |
| Remaining lease term | 5.3 years | 2.7 years | 5.4 years | 2.5 years |
| Discount rate | 6.9% | 12.9% | 6.9% | 12.6% |
(1) Includes lease financing obligation costs.
The following table presents the components of lease expense (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Finance lease costs | ||
| Depreciation expense(1) | $2,336 | $2,840 |
| Interest expense | $1,099 | $755 |
| Lease financing obligation costs | ||
| Depreciation expense(1) | $213 | $609 |
| Interest expense | $13 | $98 |
| Operating lease costs | ||
| Rental expense related to lease components | $1,645 | $1,186 |
| Rental expense related to non-lease components(2) | 1,232 | 1,100 |
| Variable lease costs | 908 | 1,092 |
| Total operating lease costs | $3,785 | $3,378 |
| Total included in cost of revenue | $3,744 | $3,186 |
| Total included in general and administrative expense | $41 | $192 |
(1) Substantially all of the depreciation expense on assets acquired through the Company’s finance leases and lease financing obligations is included in cost of revenue in its condensed consolidated statements of operations and comprehensive loss.
(2) Non-lease components represent non-tangible utilities and services associated with the Company’s co-location lease agreements and are not recorded on the Company’s condensed consolidated balance sheets. The Company used judgment and third-party data in determining the stand-alone price for allocating consideration to lease and non-lease components under these lease agreements, such as the price of utilities as compared to its tangible data center footprint within each facility.
The following table presents supplemental cash flow information relating to the Company’s leases (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Operating cash flows | ||
| Cash paid for interest on finance lease and lease financing obligations | $1,111 | $829 |
| Cash paid for operating lease liabilities | $2,227 | $1,241 |
| Non-cash items | ||
| Equipment acquired through finance leases | $6,907 | $7,513 |
The future minimum commitments for finance leases and lease financing obligations as of March 31, 2026 were as follows (in thousands):
| Year Ending December 31, | Finance leases | Lease financing obligations | Total |
|---|---|---|---|
| Remainder of 2026 | $14,443 | $339 | $14,782 |
| 2027 | 15,631 | — | 15,631 |
| 2028 | 7,808 | — | 7,808 |
| 2029 | 6,854 | — | 6,854 |
| 2030 | 1,653 | — | 1,653 |
| Thereafter | 123 | — | 123 |
| Total future minimum lease and financing commitments | 46,512 | 339 | 46,851 |
| Less imputed interest | (8,032) | (11) | (8,043) |
| Total finance lease and lease financing obligation liabilities | $38,480 | $328 | $38,808 |
As of March 31, 2026, the Company's future minimum obligations for operating leases and non-cancellable contractual commitments related to non-lease components were as follows (in thousands):
| Year Ending December 31, | Operating leases | Non-lease components | Total |
|---|---|---|---|
| Remainder of 2026 | $4,535 | $3,226 | $7,761 |
| 2027 | 5,586 | 3,063 | 8,649 |
| 2028 | 5,246 | 3,069 | 8,315 |
| 2029 | 4,149 | 2,552 | 6,701 |
| 2030 | 3,163 | 1,351 | 4,514 |
| Thereafter | 5,525 | 108 | 5,633 |
| Total future minimum operating lease commitments | 28,204 | $13,369 | $41,573 |
| Less imputed interest | (4,658) | ||
| Total liability | $23,546 | ||
In June 2025, we amended an existing lease for a data center facility to (i) extend the non-cancellable term of the original lease and (ii) expand into additional infrastructure designed to support multiple-storage offerings. The extension of the original lease commenced in June 2025. The expansion is expected to commence in the second quarter of 2026 and includes a non-cancellable lease term of approximately seven years. The undiscounted future lease payments associated with this expansion are approximately $17.5 million.
Note 9. Commitments and Contingencies
Contractual Commitments
Other non-cancellable commitments relate mainly to service agreements to support the Company’s operations. As of March 31, 2026, the Company had non-cancelable purchase commitments of $1.9 million, $2.3 million, $0.8 million, and $0.1 million payable for these commitments during the remainder of the year ending December 31, 2026 and the years ending December 31, 2027, 2028, and 2029 respectively.
401(k) Plan
The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company contrib uted $0.5 million to the 401(k) plan for each of the three months ended March 31, 2026 and 2025.
Legal Matters
The Company is involved from time to time in various claims and legal actions arising in the ordinary course of business. Where appropriate, the Company establishes accruals for matters that are both probable and reasonably estimable and generally maintains insurance to cover certain types of litigation claims, subject to policy limits, retentions and deductibles, and other factors. As of March 31, 2026, the Company was not subject to any claims that are expected to have a material adverse effect on its financial position, results of operations, or cash flows. Nonetheless, the outcome of litigation is inherently uncertain, any such matters, individually or in the aggregate, could result in adverse impacts on the Company, including defense and settlement costs, diversion of management resources, and other factors.
Indemnification
The Company enters into indemnification provisions under agreements with other parties from time to time in the ordinary course of business. These agreements may require the Company to indemnify and defend the indemnified party against third-party claims arising from the Company’s activities or from any breaches of representations or warranties made by the Company. To date, the Company has not incurred any material costs or losses in connection with such indemnification obligations. However, it is not possible to reasonably estimate the maximum potential amount under these indemnification agreements due to the unique facts and circumstances of each arrangement. As a result, the Company has not recorded any liabilities related to these obligations in its condensed consolidated financial statements as of the periods presented.
Note 10. Debt
The Company has a credit agreement (the “Credit Agreement”) with Citizens Bank, N.A. (the “Lender”), which includes a senior secured revolving credit facility with a total borrowing capacity of up to $20.0 million (the “Revolving Credit Facility”) for general corporate purposes and working capital needs. The Revolving Credit Facility includes a sub-limit of up to $3.0 million for the issuance of letters of credit. As of March 31, 2026, the Company hadno outstanding borrowings andno letters of credit under the Revolving Credit Facility and $20.0 million remained available for borrowing. The fair value (level 2 of the fair value hierarchy described in Note 5) of this debt instrument approximates the carrying value as borrowings under this debt instrument are based on a current variable market interest rate.
The Credit Agreement contains customary restrictive financial and operating covenants, including limitations on our ability to incur additional indebtedness, pay dividends, make certain investments, sell assets, repurchase shares up to $10.0 million in any fiscal year and engage in other specified transactions. The Credit Agreement also requires the Company to comply with the following financial covenants on a quarterly basis: (i) a minimum liquidity of $10.0 million held on deposit with the Lender, over which the Company retains control and considers as cash and cash equivalents, (ii) a minimum consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) threshold, and (iii) a maximum total leverage ratio of 2.75 to 1.00, which is calculated based on consolidated EBITDA.
The Credit Agreement defines consolidated EBITDA on a trailing four fiscal quarter basis and includes specified adjustments and exclusions. As a result, EBITDA as defined under the Credit Agreement may differ materially from Adjusted EBITDA as presented elsewhere in this report. For example, the calculation of EBITDA under the Credit Agreement includes exceptions and caps related to adjustments for (i) restructuring and other strategic initiatives, (ii) legal settlements, (iii) completed acquisitions, and (iv) all other non-cash and non-specified non-recurring charges. As of March 31, 2026, the Company was in compliance with the covenants under the Credit Agreement.
On April 30, 2026, the Company entered into an amendment to the Credit Agreement. The amendment, among other things, (i) extends the maturity date from June 4, 2027 to June 4, 2028, (ii) resets the option that allows the Company to extend the maturity date by one year, subject to certain conditions, and (iii) modifies certain negative covenants, including increasing the limit on share repurchases from up to $10.0 million to up to $15.0 million per fiscal year and increasing the limit on permitted acquisitions to up to $20.0 million of cash consideration.
Note 11. Stockholders’ Equity
Share Repurchase Program
In August 2025, the Company’s Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $10.0 million of its Class A common stock through August 1, 2026. The program is intended to offset dilution resulting from stock-based compensation. Repurchases are to be funded from the proceeds of employee stock option exercises and from employee contributions under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”).
During the three months ended March 31, 2026, the Company repurchased a total of 189,229 shares of its Class A common stock for $0.8 million. As of March 31, 2026, approximately $7.2 million remained available for repurchases under the program.
Note 12. Stock-Based Compensation
Restricted Stock Units (“RSUs”)
RSUs granted under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and the 2024 New Employee Equity Incentive Plan (the “Inducement Plan”) generally vest based on continued service up to afour-year period for employees and over aone-year period, for non-employee directors and consultants.
RSU activity for thethree months ended March 31, 2026 was as follows:
| RSUs | Weighted-average grant date fair value per unit | |
|---|---|---|
| RSUs unvested as of December 31, 2025 | 4,609,077 | $6.44 |
| Granted | 3,497,158 | $4.16 |
| Vested | (1,161,649) | $5.35 |
| Forfeited | (231,099) | $6.50 |
| RSUs unvested as of March 31, 2026 | 6,713,487 | $5.44 |
As of March 31, 2026, total unrecognized compensation cost related to RSUs was $33.3 million, which will be recognized over a weighted-average period of 2.4 years.
In April 2026, the Compensation Committee approved the issuance of RSUs totaling 553,420, which vest over athree-year service period. The Company expects to recognize approximately $2.0 million of stock-based compensation expense on a straight-line basis over the vesting period.
Performance-based RSUs (“PSUs”)
PSUs granted under the 2021 Plan vest based on the Company’s achievement of predefined operational performance targets and continued service through the requisite service period, measured over aone-year performance period. PSUs are subject toone-year cliff vesting and are settled in shares of the Company’s Class A common stock. The number of PSUs earned will range from 0% to 150% of the initial award. Compensation expense is recognized over the requisite service period based on the grant-date fair value of the awards and the estimated number of PSUs expected to vest. The Company revises its estimate of the achievement of performance conditions at each reporting period, with cumulative catch-up adjustments recorded in the period of change.
PSU activity for thethree months ended March 31, 2026 was as follows:
| PSUs | Weighted-average grant date fair value per unit | |
|---|---|---|
| PSUs unvested as of December 31, 2025 | — | $— |
| Granted | 128,205 | $3.56 |
| Vested | — | $— |
| Forfeited | — | $— |
| PSUs unvested as of March 31, 2026 | 128,205 | $3.56 |
As of March 31, 2026, total unrecognized compensation cost related to PSUs was $0.4 million, which will be recognized over a weighted-average period of 0.9 years.
In April 2026, the Compensation Committee approved the issuance of 754,275 PSUs, which vest based on the achievement of predefined operational performance targets over aone-year performance period and continued service over athree-year service period. The Company expects to recognize approximately $2.7 million of stock-based compensation expense over the requisite service period, based on the grant-date fair value and estimated number of PSUs expected to vest.
Bonus Plan
The Company maintains an annual bonus program under which bonus awards are contingent upon the achievement of corporate performance targets and individual performance objectives, and are generally settled in RSUs issued under the Company’s 2021 Plan. Bonus amounts represent fixed monetary values that are settled in a variable number of RSUs based on the Company’s stock price at the date of settlement. Participants must remain employed with the Company through the payout date to maintain eligibility for bonus awards. The requisite service period for these awards begins on the date the Compensation Committee approves the bonus plan and ends on the payout date. The 2026 bonus plan will be settled in cash for a limited number of executives and offshore contracted employees. The expense for cash-based bonus is excluded from stock-based compensation expense.
In February 2026, the Compensation Committee approved the issuance of RSUs with an aggregate grant-date fair value of approximately $4.1 million based on actual performance against the targets set in the bonus plan for the year ended December 31, 2025. Upon issuance,689,790 RSUs vested and were settled on a net share basis with a fair value of $2.6 million.
Pursuant to the bonus plans, the Company recognized $2.0 million and $1.1 million in stock-based compensation during the three months ended March 31, 2026 and 2025, respectively, of which the Company capitalized $0.3 million and $0.1 million in each period for the development of internal-use software.
Stock Options
Stock options granted under the equity plans generally vest based on continued service over four years and expireten years from the date of grant.
A summary of stock option activity under the Company’s equity plans and related information is as follows (in thousands, except share, price and year data):
| Outstandingstockoptions | Weighted-averageexercisePrice | Weighted-averageremainingcontractuallife (years) | Aggregateintrinsicvalue | |
|---|---|---|---|---|
| Balance as of December 31, 2025 | 4,498,025 | $8.42 | ||
| Options granted | — | $— | ||
| Options exercised | (129,084) | $2.66 | ||
| Options canceled | (131,046) | $11.49 | ||
| Balance as of March 31, 2026 | 4,237,895 | $8.50 | 4.13 | $1,271 |
| Vested and exercisable as of March 31, 2026 | 4,237,895 | $8.50 | 4.13 | $1,271 |
The intrinsic value of options exercised for the three months ended March 31, 2026 and 2025 was $0.3 million and $1.5 million, respectively. As of March 31, 2026, there was no unrecognized compensation cost, as all outstanding options were fully vested.
2021 ESPP
Stock-based compensation under the 2021 ESPP was $0.6 million and $0.5 million for the three months ended March 31, 2026 and 2025, respectively, of which the Company capitalized $0.1 million for each period, for the development of internal-use software.
As of March 31, 2026, the total unrecognized stock-based compensation expense related to the 2021 ESPP was $2.0 million and is expected to be recognized over a weighted average period of 0.7 years.
Total Stock-Based Compensation Expense
Stock-based compensation expense included in the condensed consolidated statements of operations and comprehensive loss was as follows (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Cost of revenue | $458 | $420 |
| Research and development | 2,881 | 3,467 |
| Sales and marketing | 1,643 | 1,797 |
| General and administrative | 1,919 | 1,675 |
| Total stock-based compensation expense | $6,901 | $7,359 |
During thethree months ended March 31, 2026 and 2025, the Company capitalized $0.9 million and $0.7 million, respectively, of stock-based compensation expense for the development of internal-use software.
Note 13. Net Loss per Share Attributable to Common Stockholders
Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive common stock equivalents during the period. For purposes of this calculation, the Company’s stock options, share purchase rights pursuant to the Company’s 2021 ESPP, shares issuable under the Company’s bonus plans, and unvested RSUs and PSUs are considered to be potential common stock equivalents, but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.
The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Numerator: | ||
| Net loss and comprehensive loss attributable to common stockholders | $(6,147) | $(9,324) |
| Denominator for basic and diluted net loss per share: | ||
| Weighted average common shares outstanding, basic and diluted | 59,290,195 | 54,060,249 |
| Net loss per share attributable to common stockholders – basic and diluted | $(0.10) | $(0.17) |
Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been antidilutive. The weighted average potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented are as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| RSUs | 4,176,317 | 2,287,700 |
| PSUs | 1,869 | — |
| Stock options | 2,900,518 | 3,960,307 |
| Shares issuable pursuant to the 2021 ESPP | 1,335,819 | 1,401,770 |
| Bonus Plan | 707,924 | 190,995 |
Note 14. Restructuring
2025 Restructuring and Transformation Plan
In November 2025, the Company initiated a restructuring and transformation plan designed primarily to improve the effectiveness and efficiency of its sales and marketing functions in support of its go-to-market objectives (the “2025 Restructuring and Transformation Plan”). The 2025 Restructuring and Transformation Plan includes the redesign and implementation of new strategies and processes, organizational realignment and reallocation of resources, and other corporate actions.
Restructuring costs related to the 2025 Restructuring and Transformation Plan for the three months ended March 31, 2026 and from the inception of the plan through March 31, 2026 were as follows (in thousands):
| Three Months Ended March 31, 2026 | From Inception Through March 31, 2026 | |
|---|---|---|
| Workforce reduction | $486 | $1,456 |
| Impairment loss on right-of-use asset(1) | — | 901 |
| Other transformation costs | 1,705 | 2,372 |
| Total restructuring costs | $2,191 | $4,729 |
(1) The impairment loss relates to the Company’s exit from its corporate headquarters facility.
The following table presents the restructuring costs as reported in the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 (in thousands):
| Restructuring Costs | |
|---|---|
| Cost of revenue | $237 |
| Research and development | 155 |
| Sales and marketing | 1,401 |
| General and administrative | 398 |
| Total | $2,191 |
The following table presents the stock-based compensation costs related to our restructuring activity as reported in the condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2026 (in thousands):
| Stock-based Compensation | |
|---|---|
| Sales and marketing | $66 |
| General and administrative | 123 |
| Total | $189 |
As of March 31, 2026, the Company expects to incur additional charges of approximately $2.1 million to $4.3 million through the first quarter of 2027, at which time the 2025 Restructuring and Transformation Plan is expected to be completed. These charges include estimated employee termination expenses of approximately $0.1 million to $0.2 million, and other business transformation costs.
The following table summarizes liabilities incurred under the 2025 Restructuring and Transformation Plan that are included in accounts payable and accrued expenses and other current liabilities on the consolidated balance sheet (in thousands):
| Workforce Reduction | Transformation | Total | |
|---|---|---|---|
| Balance as of December 31, 2025 | $510 | $165 | $675 |
| Charges incurred | 486 | 1,705 | 2,191 |
| Noncash charges | (118) | (218) | (336) |
| Cash payments during the period | (611) | (1,037) | (1,648) |
| Balance as of March 31, 2026 | $267 | $615 | $882 |
2024 Restructuring Plan
In November 2024, management approved a restructuring plan intended to improve the Company’s cost structure and operating efficiency (the “2024 Restructuring Plan”). The 2024 Restructuring Plan included an involuntary reduction in headcount of approximately 12% of the Company’s workforce. In addition, as part of the 2024 Restructuring Plan, the
Company reduced its footprint at its corporate headquarters. The 2024 Restructuring Plan was substantially completed as of December 31, 2024.
The 2024 Restructuring Plan resulted in total restructuring charges of $4.9 million, which were recognized in the fourth quarter of 2024, and primarily consisted of employee severance and benefits in connection with the workforce reduction, which amounted to $3.9 million. The Company also recorded an impairment charge of $0.9 million to its operating right-of-use assets related to the lease of the Company’s corporate headquarters and $0.1 million of professional services fees related to the execution of the Company’s 2024 Restructuring Plan.
No restructuring charges were recognized under the 2024 Restructuring Plan during the three months ended March 31, 2026 and 2025.
Note 15. Segment Reporting
The Company operates inone operating and reportable segment, which derives revenue from the services operating on its storage platform. The Company’schief operating decision maker (the “CODM”)is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.
Measure of Segment Assets
The CODM reviews asset information on a consolidated basis; accordingly, the measure of segment assets is total consolidated assets as reported on the consolidated balance sheet.
Measure of Segment Profit or Loss
The key GAAP measure of segment profit or loss utilized by the CODM is consolidated net income (loss), which is presented on the consolidated statements of operations and comprehensive loss, and is used to monitor budget versus actual results.
Significant Segment Expenses
The CODM also evaluates operating performance using adjusted research and development, adjusted sales and marketing, and adjusted general and administrative (collectively, “adjusted operating expenses”) that we define as each respective GAAP expense category excluding stock-based compensation expense, depreciation and amortization, restructuring costs, and other non-recurring charges. These adjusted operating expense measures provide the CODM with greater transparency into the underlying trends in our business by facilitating period-to-period comparisons of our ongoing cost structure, excluding the impact of certain non-cash or non-recurring items that may not be indicative of our operating performance. These measures are intended to assist in forecasting and budgeting, in order to inform resource-allocation decisions. The table below presents each adjusted operating expense as well as the items excluded from each adjusted measure for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Revenue | $38,666 | $34,613 |
| Adjusted cost of revenue | 7,929 | 7,293 |
| Adjusted research and development | 8,210 | 8,330 |
| Adjusted sales and marketing | 7,282 | 7,426 |
| Adjusted general and administrative | 5,102 | 5,212 |
| Depreciation | 3,750 | 5,251 |
| Amortization(1) | 2,843 | 2,513 |
| Stock-based compensation(2) | 6,712 | 7,359 |
| Restructuring costs | 2,191 | — |
| Other segment items(3) | 794 | 553 |
| Net loss and comprehensive loss | $(6,147) | $(9,324) |
(1) $0.1 million of amortization expense for the three months ended March 31, 2026 is classified as restructuring charges in the table above.
(2) $0.2 million of stock-based compensation expense for the three months ended March 31, 2026 is classified as restructuring charges in the table above.
(3) Other segment items include investment income, interest expense, foreign exchange (gain) loss, impairment of long-lived assets, and income tax provision.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.