DOMO, INC.

Condensed Consolidated Balance Sheets

Condensed Consolidated Balance Sheets (Continued)

(1)Includes certain assets and liabilities held for sale. See Note 3, "Assets and Liabilities Held for Sale" for more further details and information.

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Comprehensive Loss

Condensed Consolidated Statements of Stockholders' Deficit

(in thousands, except share amounts)

Condensed Consolidated Statements of Stockholders' Deficit (Continued)

(in thousands, except share amounts)

Condensed Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Cash Flows (Continued)

Notes to Condensed Consolidated Financial Statements

1. Overview and Basis of Presentation

Description of Business and Basis of Presentation

Domo, Inc. (the Company) provides a cloud-based platform that digitally connects everyone from the CEO to the frontline employee with all the data, systems and people in an organization, giving them access to real-time data and insights and allowing them to put data to work for everyone so they can multiply their impact on the business. The Company is incorporated in Delaware. The Company's headquarters is located in American Fork, Utah and the Company has subsidiaries in the United Kingdom, Australia, Japan, Hong Kong, Singapore, New Zealand, Canada, Spain, and India.

The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on January 31.

Unaudited Condensed Consolidated Financial Statements

The accompanying condensed consolidated balance sheet as of July 31, 2026, and the condensed consolidated statements of operations, comprehensive loss, and stockholders' deficit for the three and six months ended July 31, 2025 and 2026 and condensed consolidated statements of cash flows for the six months ended July 31, 2025 and 2026 are unaudited. The unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments necessary to state fairly the Company's financial position as of July 31, 2026, its results of operations for the three and six months ended July 31, 2025 and 2026 and condensed consolidated statements of cash flows for the six months ended July 31, 2025 and 2026. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the three-month and six-month periods are also unaudited. The results of operations for the three and six months ended July 31, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending January 31, 2027 or for any other future year or interim period.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended January 31, 2026, included in the Company's Annual Report on Form 10-K.

Liquidity and Going Concern

The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred recurring losses from operations, including a net loss of $23.8 million for the six months ended July 31, 2026, and has an accumulated deficit of $1,570.7 million and a total stockholders' deficit of $187.3 million as of July 31, 2026. The Company's credit facility, which is secured by substantially all of the Company's assets, contains financial covenants that include a minimum annualized recurring revenue covenant and a minimum trailing twelve month consolidated EBITDA covenant, each tested quarterly, and a minimum liquidity covenant tested monthly. As of April 30, 2026, the Company was not in compliance with the minimum annualized recurring revenue covenant, and as of July 31, 2026 the Company remained out of compliance with that covenant. As a result, the lenders had the right to declare the outstanding balance of $138.3 million of principal and $8.6 million related to the Second PIK amendment fee immediately due and payable and the related term loan and associated fees were classified as a current liability as of April 30, 2026. The term loan and associated fees continued to be classified as a current liability as of July 31, 2026. The Company had cash and cash equivalents of $25.1 million as of July 31, 2026, which would not be sufficient to repay the term loan upon any such

1. Overview and Basis of Presentation (Continued)

acceleration. As such, substantial doubt exists about the Company's ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued.

In connection with the covenant noncompliance described above, the Company entered into a forbearance agreement with its lenders, under which the lenders agreed to forbear from exercising their rights and remedies with respect to the noncompliance and certain other specified and anticipated defaults during a limited forbearance period, subject to certain conditions. The forbearance does not waive the underlying default and does not change the classification of the term loan, which remains a current liability, and upon its expiration the lenders may exercise their rights and remedies, including acceleration. See Note 12, "Debt," for further details. The forbearance period is contingent on the Company's pursuit and completion of a strategic transaction, including the Company's entry into a definitive purchase agreement by July 31, 2026 and the completion of a transaction no later than November 30, 2026.

On July 22, 2026, the Company entered into a definitive Purchase Agreement with Progress for the Asset Sale. The transaction was unanimously approved by the Company's board of directors and by the holders of a majority of the voting power of the Company's outstanding capital stock, who delivered a written consent adopting the Purchase Agreement on July 22, 2026. No further approval of the Company's stockholders is required to complete the transaction. Completion of the transaction remains subject to the satisfaction or waiver of certain closing conditions, as set forth in the Purchase Agreement. The Purchase Agreement contains no financing condition. The transaction is expected to close by the end of September 2026 and no later than November 30, 2026.

Management's plans to mitigate the going concern condition described above are focused on completing the Asset Sale. The completion of the Asset Sale depends on factors outside the Company's control, and there can be no assurance that any of these plans will be entered into or completed on acceptable terms, or at all. Accordingly, management has concluded that these plans do not alleviate the substantial doubt about the Company's ability to continue as a going concern.

The condensed consolidated financial statements do not include any adjustments to the carrying amounts or classification of assets and liabilities that might be necessary if the Company were unable to continue as a going concern.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. Actual results could differ from those estimates. The Company’s estimates and judgments include the determination of standalone selling prices for the Company’s services, which are used to determine revenue recognition for arrangements with multiple performance obligations; the amortization period for deferred contract acquisition costs; valuation of the Company’s stock-based compensation and related service period; useful lives of fixed assets; the fair value of warrants; capitalization and estimated useful life of internal-use software; the incremental borrowing rate used to calculate the present value of capitalized leases; evaluation for impairment of long-lived and intangible assets including goodwill; and the allowance for doubtful accounts and expected credit losses.

Foreign Currency

The functional currencies of the Company’s foreign subsidiaries are the respective local currencies. The cumulative effect of translation adjustments arising from the use of differing exchange rates from period to period is included in accumulated other comprehensive income within the condensed consolidated balance sheets. Changes in the cumulative foreign translation adjustment are reported in the condensed consolidated statements of stockholders’ deficit and the condensed consolidated statements of comprehensive loss. Transactions denominated in currencies other than the functional currency are remeasured at the end of the period and when the related receivable or payable is settled, which may result in transaction gains or losses. Foreign currency transaction gains and losses are included in other expense, net in the condensed consolidated statements of operations. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period, and equity balances are translated using historical exchange rates.

1. Overview and Basis of Presentation (Continued)

Segment Information

The Company operates asone operating segment. The Company’s chief operating decision maker (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. This financial information primarily includes consolidated GAAP and non-GAAP measures of profit and loss as well as certain consolidated balance sheet and cash flow measures. The measures most consistent with GAAP used by the CODM are consolidated net income (loss) and operating cash provided by (used in) operating activities. As a result of the CODM being regularly provided these measures on a consolidated basis, any significant financial segment information is inherently reflected in the Company's consolidated financial statements and related notes.

2. Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and money market funds. The fair value of cash equivalents approximated their carrying value as of January 31, 2026 and July 31, 2026.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount (net of allowance), do not require collateral, and do not bear interest. The Company’s payment terms generally provide that customers pay within 30 days of the invoice date.

Included in accounts receivable are unbilled receivables, which are amounts that have not yet been invoiced to the customers as of the balance sheet date but are contractually owed to the Company from its customers.

The Company maintains an allowance for doubtful accounts and expected credit losses for amounts the Company does not expect to collect. In establishing the required allowance, management considers historical losses, current market conditions, customers’ financial condition and credit quality, the age of the receivables, and current payment patterns. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Contract Acquisition Costs

Contract acquisition costs, net are stated at cost net of accumulated amortization and primarily consist of deferred sales commissions, which are considered incremental and recoverable costs of obtaining a contract with a customer. Contract acquisition costs for initial contracts are deferred and then amortized on a straight-line basis over the period of benefit, which the Company has determined to be approximately four years. The period of benefit is determined by taking into consideration contractual terms, expected customer life, changes in the Company's technology and other factors. Contract acquisition costs for renewal contracts are not commensurate with contract acquisition costs for initial contracts and are recorded as expense when incurred if the period of benefit is one year or less. If the period of benefit is greater than one year, costs are deferred and then amortized on a straight-line basis over the period of benefit, which the Company has determined to betwo years. Contract acquisition costs related to professional services and other performance obligations with a period of benefit of one year or less are recorded as expense when incurred. Amortization of contract acquisition costs is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations.

Amortization expense related to contract acquisition costs was $4.6 million and $4.8 million for the three months ended July 31, 2025 and 2026, respectively, and $9.1 million and $9.7 million for the six months ended July 31, 2025 and 2026, respectively. There wasno impairment charge in relation to contract acquisition costs for the periods presented.

Property and Equipment, Net

Property and equipment, net, are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets or over the related lease terms (if shorter). Repairs and maintenance costs are expensed as incurred.

The estimated useful lives of property and equipment are as follows:

Leases

At the inception of a contract, the Company determines whether the contract is or contains a lease. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (ROU) assets and lease liabilities. The Company has elected the short-term leases practical expedient which allows any leases with a term of 12 months or less to be considered short-term and thus not have an ROU asset or lease liability recognized on the balance sheet.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As these leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate incurred to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The operating lease ROU asset also includes any lease payments made in advance of lease expense and excludes lease incentives and initial direct costs incurred. Certain lease terms include options to terminate or extend the lease for periods ofone tothree years. The Company does not include these optional periods in its minimum lease terms or in the determination of the ROU assets and lease liabilities associated with these leases unless the options are reasonably certain to be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. ROU assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets.

The Company has lease agreements with lease and non-lease components which the Company has elected to account for as a single lease component. On the lease commencement date, the Company establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are depreciated over the lease term to operating expense.

Capitalized Internal-Use Software Costs

The Company capitalizes certain costs related to development of its platform incurred during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Maintenance and training costs are also expensed as incurred. Capitalized costs are included in property and equipment.

Capitalized internal-use software is amortized generally as subscription cost of revenue, with a smaller portion related to operations amortized as research and development within operating expenses. All capitalized internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill and indefinite-lived intangible assets are not amortized, but rather tested for impairment at least annually on November 1 or more often if and when circumstances indicate that the carrying value may not be recoverable. Finite-lived intangible assets are amortized over their useful lives.

Goodwill is tested for impairment based on reporting units. The Company periodically reevaluates the business and has determined that it continues to operate inone segment, which is also considered the sole reporting unit. Therefore, goodwill is tested for impairment at the consolidated level.

The Company reviews its long-lived assets, including property and equipment, finite-lived intangible assets, and ROU assets for impairment whenever an event or change in facts and circumstances indicates that their carrying amounts may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount exceeds the undiscounted cash flows, the assets are determined to be impaired and an impairment charge is recognized as the amount by which the carrying amount exceeds fair value.

There wasno goodwill acquired andno impairment charges for goodwill during the periods presented.

Assets and Liabilities Held for Sale

The Company classifies long-lived assets or disposal groups to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; (2) the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; (3) an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; (4) the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the asset or disposal group beyond one year; (5) the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Company initially measures a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of sale. The Company assesses the fair value of a long-lived asset or disposal group less any costs to sell each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale.

Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, the Company ceases depreciation and reports long-lived assets and the assets and liabilities of the disposal group, if material, in the line items assets held for sale and liabilities held for sale, respectively in the Company's condensed consolidated balance sheet. On July 22, 2026, we entered into and announced the Asset Sale to Progress which met the held for sale criteria on that date. As the separate presentation of substantially all assets and certain liabilities would not be meaningful to financial statement users, we have continued to present all assets and liabilities in their usual categories on the balance sheet and noted those that include assets and liabilities held for sale. See Note 3, "Assets and Liabilities Held for Sale" for further details and information.

Discontinued Operations

A disposal group is classified as a discontinued operation when the following criteria are met: (1) the disposal group is a component of an entity; (2) the component of the entity meets the held-for-sale criteria in accordance with our policy described above; and (3) the component of the entity represents a strategic shift in the entity's operating and financial results. Alternatively, if a business meets the criteria for held for sale on the acquisition date, the business is accounted for as a discontinued operation. The Asset Sale did not result in the Company's operations meeting the criteria for discontinued operations. The operations being disposed as part of the Asset Sale were not clearly distinguishable from the rest of the Company.

Revenue Recognition

The Company derives revenue primarily from subscription revenue, which consists of consumption-based agreements and subscription-based agreements for its cloud-based platform. The Company also sells professional services. Revenue is recognized when control of these services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those services, net of sales taxes.

For sales through channel partners, the Company considers the channel partner to be the end customer for the purposes of revenue recognition as the Company's contractual relationships with channel partners do not depend on the sale of the Company's services to their customers and payment from the channel partner is not contingent on receiving payment from their customers. The Company's contractual relationships with channel partners do not allow returns, rebates, or price concessions.

Pricing is generally fixed at contract inception and therefore, the Company's contracts do not contain a significant amount of variable consideration.

Revenue recognition is determined through the following steps:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, performance obligations are satisfied

Subscription Revenue

Subscription revenue primarily consists of fees paid by customers to access the Company’s cloud-based platform, including support services, through both consumption-based agreements and subscription-based agreements. The majority of these agreements have multi-year contractual terms and a smaller percentage have annual contractual terms. Consumption-based agreements utilize a tiered pricing structure for an annual purchase commitment based upon an estimated volume of usage. Revenue from the annual purchase commitment in consumption-based agreements is recognized ratably over the related contractual term of the contract. Amounts for the annual purchase commitments do not carry over beyond each annual commitment period. Revenue for subscription-based agreements is a function of customers, platform tier, number of users, price per user, and transaction and data volumes. Revenue for subscription-based agreements is also recognized ratably over the related contractual term beginning on the date that the platform is made available to a customer. Access to the platform represents a series of distinct services as the Company continually provides access to and fulfills its obligation to the end customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. The Company recognizes revenue ratably because the customer receives and consumes the benefits of the platform throughout the contract period. The Company's contracts are generally non-cancelable.

Professional Services and Other Revenue

Professional services revenue consists of implementation services sold with new subscriptions as well as professional services sold separately. Other revenue includes training and education. Professional services arrangements are billed in advance, and revenue from these arrangements is recognized as the services are provided, generally based on hours incurred. Training and education revenue is also recognized as the services are provided.

Contracts with Multiple Performance Obligations

Most of the Company's contracts with new customers contain multiple performance obligations, generally consisting of subscriptions and professional services. For these contracts, individual performance obligations are accounted for separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are determined based on historical standalone selling prices, taking into consideration overall pricing objectives, market conditions and other factors, including contract value, customer demographics, platform tier, and the number and types of users within the contract.

Deferred Revenue

The Company's contracts are typically billed annually in advance. Deferred revenue includes amounts collected or billed in excess of revenue recognized. Deferred revenue is recognized as revenue as the related performance obligations are satisfied. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as a current liability and the remaining portion is recorded as a noncurrent liability.

Cost of Revenue

Cost of subscription revenue consists primarily of third-party hosting services and data center capacity; employee-related costs directly associated with cloud infrastructure and customer support personnel, including salaries, benefits, bonuses and stock-based compensation; amortization expense associated with capitalized software development costs; depreciation expense associated with computer equipment and software; certain fees paid to various third parties for the use of their technology and services; and allocated overhead. Allocated overhead includes items such as information technology infrastructure, rent, and employee benefit costs.

Cost of professional services and other revenue consists primarily of employee-related costs associated with these services, including stock-based compensation; third-party consultant fees; and allocated overhead.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense was $2.6 million and $1.0 million for the three months ended July 31, 2025 and 2026, respectively, and $5.1 million and $2.3 million for the six months ended July 31, 2025 and 2026, respectively.

Insurance Recovery

The Company maintains insurance coverage for its business and operations. Insurance related to property, equipment, automobile, and general liability, is subject to a deductible or deductibles. If a claim arises and a potential insurance recovery becomes probable, the recovery is evaluated separately from the related loss. The recovery is recognized up to the amount of the loss once the recovery of the claim is deemed probable and any recovery in excess of the loss is a gain contingency and is not recognized until realized. The Company does not net insurance recoveries against the related claim liability as the claim liability is determined without regard to any anticipated recovery from third parties.

During the three months ended July 31, 2026, the Company received $2.0 million in insurance proceeds for a claim related to certain losses incurred. The Company recognized the recovery within operating expenses, in the same line items in which the related losses were originally recorded, offsetting a cumulative loss that exceeded the amount recovered. No gain was recognized in connection with this recovery.

Research and Development

Research and development expenses consist primarily of employee-related costs for the design and development of the Company's platform, contractor costs to supplement staff levels, third-party web services, consulting services, and allocated overhead. Research and development expenses, other than software development costs qualifying for capitalization, are expensed as incurred.

Stock-Based Compensation

The Company has granted stock-based awards, consisting of stock options and restricted stock units, to its employees, certain consultants and members of its board of directors. The Company records stock-based compensation based on the grant date fair value of the awards, which include restricted stock units and stock options, and generally recognizes the fair value of those awards as expense using the straight-line method over the requisite service period of the award.

For awards subject to market conditions, the fair value is determined using a Monte Carlo simulation model, which requires the use of various estimates, corresponding to the length of time remaining in the performance period. Stock-based compensation expense for awards with market conditions is recognized over the requisite service period using the accelerated attribution method and is not reversed if the market condition is not met.

Stock-based compensation expense related to purchase rights issued under the 2018 Employee Stock Purchase Plan, as amended (ESPP) is based on the Black-Scholes option-pricing model fair value of the estimated number of awards as of the beginning of the offering period. Stock-based compensation expense is recognized using the straight-line method over the offering period.

The Company accounts for income taxes in accordance with the liability method of accounting for income taxes. Under this method, the Company recognizes a liability or asset for the deferred income tax consequences of all temporary differences between the tax basis of assets and liabilities and their reported amounts in the condensed consolidated financial statements that will result in taxable or deductible amounts in future years when the reported amounts of the assets and liabilities are recovered or settled. These deferred income tax assets or liabilities are measured using the enacted tax rates that will be in effect when the differences are expected to affect taxable income.

Valuation allowances are provided when it is more-likely-than-not that some or all of the deferred income tax assets may not be realized. In assessing the need for a valuation allowance, the Company has considered its historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of its deferred tax assets, the Company has a full valuation allowance for domestic net deferred tax assets, including net operating loss carryforwards, and tax credits related primarily to research and development. Realization of its deferred tax assets is dependent primarily upon future U.S. taxable income.

Tax positions are recognized in the condensed consolidated financial statements when it is more-likely-than-not the position will be sustained upon examination by the tax authorities. The Company’s policy for recording interest and penalties related to income taxes, including uncertain tax positions, is to record such items as a component of the provision for income taxes.

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. Cash denominated in currencies other than the United States dollar represented 24% and 33% of total cash and cash equivalents as of January 31, 2026 and July 31, 2026, respectively.

The Company maintains its cash accounts with financial institutions where, at times, deposits exceed federal insured limits. The Company may invest its excess cash in money market funds, certificates of deposit, or in short-term investments consisting of highly-rated debt securities.

No single customer accounted for more than 10% of revenue for the three and six months ended July 31, 2025 and 2026 or more than 10% of accounts receivable as of January 31, 2026 and July 31, 2026.

The Company is primarily dependent upon third parties in order to meet the uptime and performance requirements of its customers. Any disruption of or interference with the Company's use of these third parties would impact operations.

Net Loss per Share

The Company computes net loss per share using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock share equally in the Company’s net losses.

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period increased by common shares that could be issued upon conversion or exercise of other outstanding securities to the extent those additional common shares would be dilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net loss per share by application of the treasury stock method. During periods when the Company is in a net loss position, basic net loss per share is the same as diluted net loss per share as the effects of potentially dilutive securities are anti-dilutive.

Recent Accounting Pronouncements

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, which requires disaggregated disclosures of relevant income statement expenses to improve financial reporting by enhancing transparency in the notes to the financial statements, specifically regarding expense categories. For public business entities, this ASU is effective for annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2024-03.

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, which removes developmental stage-based framework and replaces them with a more principles-based model. Under this ASU, capitalization of internal-use software costs begins when management authorizes commits to funding the project and it is probable that the project will be completed and the software will be used as intended. ASU 2025-06 also aligns disclosure requirements with those in ASC 360-10 for property, plant, and equipment. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-06.

In November 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Improvements to Interim Disclosure Requirements. The amendments in this Update clarify disclosure requirements for interim financial statements. The amendments can be applied on either a prospective or retrospective basis. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.

3. Assets and Liabilities Held for Sale

Asset Purchase Agreement

On July 22, 2026, Domo, Inc., a Delaware corporation (the Company), and Progress Software Corporation, a Delaware corporation (Progress), entered into an Asset Purchase Agreement (the Purchase Agreement), pursuant to which Progress has agreed to acquire substantially all of the assets and employees, excluding the Company’s net operating loss (NOL) carryforwards, and assume certain liabilities of the Company including its operating business, technology platform, customer contracts, intellectual property, vendor relationships, foreign subsidiaries, and other assets and obligations related to the business for $400 million in cash, subject to certain purchase price adjustments. The transaction will be effected through the transfer of the equity interests of certain of the Company's subsidiaries, including its principal operating subsidiary and certain foreign subsidiaries, together with a transfer of assets held directly by the Company. The purchase price is subject to a downward adjustment to the extent the cash acquired at closing is less than $25.0 million, and to an adjustment for any certain indebtedness of the business or the acquired assets that remains outstanding and is not repaid at or prior to closing, as well as customary post-closing adjustments.

On August 24, 2026, the Company filed a definitive information statement on Schedule 14C with the Securities and Exchange Commission and commenced mailing it to stockholders of record as of July 22, 2026. Under the Asset Purchase

3. Assets and Liabilities Held for Sale (Continued)

Agreement, the closing may not occur until at least 20 calendar days after that mailing. No further action by the Company's stockholders is required.

The Company's net operating loss carryforwards and certain other assets are excluded from the transaction and will be retained by the Company. The Company's existing credit facility is not being assumed by Progress. The Company will repay the credit facility in full at the closing of the Asset Sale.

The Company does not intend to liquidate following the closing, but expects to continue as a publicly traded company under a new name and ticker. The Purchase Agreement may be terminated under special circumstances, and in certain of those circumstances the Company would be required to pay Progress a termination fee of $13.5 million.

Assets and Liabilities Held for Sale

The Company evaluated the criteria for classification of the assets and liabilities to be sold as held for sale and concluded that those criteria were met as of July 22, 2026. However, because they represent substantially all of the Company's net assets, the Company does not present them as a single held-for-sale line item on the condensed consolidated balance sheet, as that presentation would not provide meaningful information to financial statement users. Instead, the Company continues to

3. Assets and Liabilities Held for Sale (Continued)

present all of its assets and liabilities within their normal balance sheet classifications and provides the disclosures below regarding the assets and liabilities subject to sale.

The following table summarizes the carrying amounts of the major classes of assets and liabilities to be sold and assumed as part of the Asset Sale.

The Purchase Agreement specifies assets and liabilities that are excluded from the Asset Sale and retained by the Company. Retained assets include the Company's net operating loss carryforwards and other tax attributes, insurance policies, assets of certain foreign retained entities, and certain other assets detailed in the Purchase Agreement and disclosure schedules. Retained liabilities include the Company's term loan and related warrant liabilities, accrued payroll and commissions, liabilities of certain foreign retained entities, and certain other liabilities related to the retained assets and other contracts and matters identified in the Purchase Agreement and disclosure schedules.

4. Cash and Cash Equivalents

The amortized cost and estimated fair value of the Company’s cash and cash equivalents as of January 31, 2026 and July 31, 2026 were as follows (in thousands):

4. Cash and Cash Equivalents (Continued)

5. Fair Value Measurements

Assets Measured at Fair Value on a Recurring Basis

Financial instruments recorded at fair value in the financial statements are categorized as follows:

•Level 1: Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

•Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3: Unobservable inputs reflecting management's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The following tables summarize the assets measured at fair value on a recurring basis as of January 31, 2026 and July 31, 2026 by level within the fair value hierarchy (in thousands):

5. Fair Value Measurements (Continued)

Level 3 instruments consisted of a liability related to warrants to purchase Class B common stock, which were issued in connection with the credit facility. See Note 12, "Debt" for further details surrounding this issuance. The warrant liability was recorded at fair value upon issuance and is remeasured at each subsequent quarterly period end date as long as the warrants are outstanding. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement, and are recognized in other income (expense), net in the condensed consolidated statements of operations.

The changes in the fair value of the warrant liability were as follows (in thousands):

The value of the warrant liabilities are estimated using the Black-Scholes option-pricing model with the following assumptions:

During the three and six months ended July 31, 2025 and 2026, the Company had no transfers between levels of the fair value hierarchy of its assets and liabilities measured at fair value.

Fair Value of Other Financial Instruments

The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, accounts payable, accrued liabilities, and other liabilities approximate fair value due to their short-term maturities and are excluded from the fair value tables above.

6. Property and Equipment

Property and equipment, net consisted of the following (in thousands):

Depreciation and amortization expense related to property and equipment was $2.2 million and $2.2 million for the three months ended July 31, 2025 and 2026, respectively, and $4.3 million and $4.7 million for the six months ended July 31, 2025 and 2026, respectively.

The Company capitalized $3.0 million and $2.0 million in software development costs during the three months ended July 31, 2025 and 2026, respectively, and $6.0 million and $4.2 million during the six months ended July 31, 2025 and 2026, respectively. Amortization of capitalized software development costs was $1.6 million and $1.7 million for the three months ended July 31, 2025 and 2026, respectively, and $3.3 million and $3.7 million for the six months ended July 31, 2025 and 2026, respectively.

7. Intangible Assets

Intangible assets consisted of the following (in thousands):

Amortization expense related to intangible assets was $0.2 million and $0.1 million for the three months ended July 31, 2025 and 2026, respectively, and $0.3 million and $0.3 million for the six months ended July 31, 2025 and 2026. The patents were acquired and are being amortized over a weighted-average remaining useful life of approximately 1.3 years. Intellectual property excluding patents is being amortized over a remaining useful life of 2.5 years.

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

Short-term Payable Financing

From time to time the Company has entered into short-term payable financing agreements pursuant to which the counterparty assumes responsibility for payables for approximately 30-60 days to designated suppliers at the discretion of the Company.

9. Leases

The Company leases office space under non-cancelable operating leases with various expiration dates through 2028. These leases require monthly lease payments that may be subject to annual increases throughout the lease term.

Components of lease expense are summarized as follows (in thousands):

Lease term and discount rate information are summarized as follows:

9. Leases (Continued)

Maturities of lease liabilities as of July 31, 2026 were as follows (in thousands):

Cash paid for operating leases was $1.1 million and $2.2 million during the three months ended July 31, 2025 and 2026, respectively, and $2.7 million and $4.8 million during the six months ended July 31, 2025 and 2026, respectively, and was included in net cash used in operating activities in the condensed consolidated statements of cash flows.

The Company has entered into sublease agreements with various expiration dates through 2027. Under these agreements, the Company expects to receive sublease income of approximately $1.1 million as of July 31, 2026.

10. Deferred Revenue and Performance Obligations

Deferred Revenue

Significant changes in the Company's deferred revenue balance for the six months ended July 31, 2026 were as follows (in thousands):

Unbilled Receivables

The timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences result in unbilled receivables. Unbilled receivables are recorded when there is an unconditional right to payment and invoicing has not yet occurred. As of January 31, 2026 and July 31, 2026, unbilled receivables were $2.8 million and $3.6 million, respectively. Unbilled receivables are included in accounts receivable, net on the Company's condensed consolidated balance sheets.

Transaction Price Allocated to Remaining Performance Obligations

Transaction price allocated to remaining performance obligations represents the remaining amount of revenue the Company expects to recognize from existing non-cancelable contracts, whether billed or unbilled. As of July 31, 2026, approximately $387.6 million of revenue was expected to be recognized from remaining performance obligations for subscription contracts. The Company expects to recognize approximately $214.4 million of this amount during thetwelve months following July 31, 2026, with the balance recognized thereafter. As of July 31, 2026, approximately $23.2 million of revenue was expected to be recognized from remaining performance obligations for professional services and other contracts, $17.0 million of which is expected to be recognized during thetwelve months following July 31, 2026, and the balance recognized thereafter.

11. Geographic Information

Revenue by geographic area is determined by the billing address of the customer. The following table sets forth revenue by geographic area (in thousands):

Other than the United States, no other individual country exceeded 10% of total revenue for the three and six months ended July 31, 2025 and 2026. As of July 31, 2026, substantially all of the Company’s property and equipment was located in the United States.

12. Debt

Credit Facility

The Company has a credit facility that permits up to $125.3 million in term loan borrowings, all of which had been drawn as of July 31, 2026. The credit facility is secured by substantially all of the Company's assets.

In February 2024, the Company entered into an amendment to the credit facility which extended the maturity date for the outstanding loan from April 1, 2025 to April 1, 2026 and made certain modifications to the financial covenants. In conjunction with this amendment, the Company issued 189,036 fully-vested warrants to purchase shares of its Class B common stock. These warrants have an exercise price of $0.01 per share and expire on February 17, 2028.

In August 2024, the Company entered into an amendment to the credit facility which refinanced the existing term loans, extended the maturity date from April 1, 2026 to August 19, 2028, revised interest amounts payable in cash and payable in kind, and made certain modifications to the financial covenants. Furthermore, certain lenders participating in the credit facility were paid in full for their portion of the principal, PIK interest, and amendment fee and were replaced by new lenders who refinanced those amounts. The Company paid and subsequently refinanced the $7.0 million closing fee associated with the credit facility, resulting in no net impact to its cash balance. Additionally, the $5.0 million amendment fee from the August 2020 amendment plus $2.3 million of accrued PIK interest, totaling $7.3 million, was refinanced as the Second PIK Amendment Fee per the August 2024 amendment. The Second PIK Amendment Fee accrues interest at a rate of 9.5% per year and is due upon maturity, along with the related capitalized interest. Also in conjunction with this amendment, the Company issued 1,022,918 fully-vested warrants to purchase shares of its Class B common stock. These warrants have an exercise price of $0.01 per share and expire on August 19, 2028.

The credit facility requires interest-only payments on a portion of the accrued interest until the maturity date. This payable portion of the interest accrues on the outstanding principal of the term loan and is due in cash on a monthly basis, which, as of July 31, 2026, accrued at a floating rate equal to the greater of (1)8.0% and (2) Adjusted Term SOFR. Adjusted Term SOFR is defined as the greater of (a)2.5% and (b) three-month term SOFR. In the event that SOFR is unavailable, interest will accrue at a floating rate equal to the greater of (1)7.0% and (2) the Alternate Base Rate plus 2.75% per year. The Alternate Base Rate is defined as the greatest of (a) the Prime Rate (b) Federal Funds Effective Rate plus 0.5% and (c) Adjusted Term SOFR plus 1.0%. The Federal Funds Effective rate is defined as the rate published by the Federal Reserve System as the overnight rate, or, if such rate is not so published, the average of the quotations for the day for such transaction

12. Debt (Continued)

received by Administrative Agent from three Federal funds brokers. As of July 31, 2026, the cash interest rate was approximately 6.6%. In addition to the 6.6% cash interest rate, a fixed rate equal to 5.0% per year accrues on the outstanding principal of the term loan. This capitalized portion of the interest is added to the principal amount of the outstanding term loan on a monthly basis and is due upon maturity. During the three months ended July 31, 2025 and 2026, $1.7 million and $1.7 million of interest was capitalized, respectively, and $3.3 million and $3.4 million of interest was capitalized during the six months ended July 31, 2025 and 2026, respectively.

The credit facility also requires payment upon maturity of the $7.3 million Second PIK amendment fee, plus capitalized interest, as mentioned above per the August 2024 amendment. The amendment fee accrues interest at a rate of 9.5% per year. Due to the long-term nature of the Second PIK Amendment Fee, it was recorded at present value as an increase to other liabilities, noncurrent and an increase to debt issuance costs. The liability will be accreted to its full value over the term of the loan, with such accretion recorded as interest expense in other expense, net in the condensed consolidated statements of operations. Debt issuance costs are presented as an offset to the outstanding principal balance of the term loan on the condensed consolidated balance sheets and are being amortized as interest expense in other expense, net in the condensed consolidated statements of operations over the term of the loan using the effective interest rate method.

Warrants issued in connection with the credit facility were recorded as an increase to other accrued liabilities with a corresponding increase to debt issuance costs, which is included in long-term debt on the Company's condensed consolidated balance sheets. Related interest expense is recognized in other expense, net in the condensed consolidated statements of operations using the effective interest method. See Note 14, "Stockholders' Deficit" for further details and outstanding balances regarding Class B common stock warrants.

The balances in long-term debt as of January 31, 2026 consisted of the following (in thousands):

The credit facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict the Company's ability to dispose of assets, make material changes to the nature, control or location of the business, merge with or acquire other entities, incur indebtedness or encumbrances, make distributions to holders of the Company's capital stock, make certain investments or enter into transactions with affiliates. In addition, the Company is required to comply with a minimum annualized recurring revenue covenant, (as defined by the credit facility) tested quarterly. The credit facility defines annualized recurring revenue asfour times the Company's aggregate revenue for the immediately preceding quarter (net of recurring discounts and discounts for periods greater thanone year) less the annual contract value of any customer contracts pursuant to which the Company was advised during such quarter would not be renewed at the end of the current term plus the annual contract value of existing customer contract increases during such quarter. The Company is also required to comply with a minimum trailing 12-month consolidated EBITDA covenant (as defined by the credit facility), which is tested quarterly, and adhere to a monthly minimum liquidity covenant (as defined by the credit facility) that requires unrestricted cash on a consolidated basis of $25.0 million deposited in pledged accounts located in the United States. Noncompliance with these covenants, or the occurrence of certain other events specified in the credit facility, could result in an event of default under the loan agreement. If an event of default has occurred and the Company is unable to obtain a waiver, any outstanding principal, interest and fees could become immediately due and payable. The Company was in compliance with the covenant terms of the credit facility on January 31, 2026. As of April 30, 2026, the Company was not in compliance with the minimum annualized recurring revenue covenant, and as of July 31, 2026 the Company remained out of compliance with that covenant. The Company is in compliance with its minimum trailing 12-month consolidated EBITDA covenant. This noncompliance gives the lenders the right to accelerate repayment, and the Company has not obtained a waiver or amendment that cures the noncompliance or extends the repayment date by more than twelve months from the balance sheet date. As a result, the related long-term debt and associated Second PIK amendment fee continue to be classified as current liabilities. As described below, the Company subsequently entered into a forbearance agreement with its lenders with respect to this noncompliance.

12. Debt (Continued)

The balances in current debt as of July 31, 2026 consisted of the following (in thousands):

Effective June 12, 2026, the Company entered into a forbearance agreement with its lenders and agents, under which the lenders agreed to forbear from exercising their rights and remedies with respect to the noncompliance described above and certain other specified and anticipated defaults during a forbearance period. The forbearance agreement does not waive the underlying defaults and does not change the stated interest rate, principal, or the maturity of the term loan. The forbearance period ends on the earliest of specified events, including the Company's failure to enter into a definitive agreement for a sale of the Company by July 31, 2026, the failure to consummate such a transaction by November 30, 2026, the failure to maintain $10.0 million of unrestricted cash on a consolidated basis deposited in pledged accounts located in the United States, and the occurrence of other events of default. The forbearance agreement also requires the net proceeds of a qualifying sale transaction to be applied to repay the term loan in full. Upon expiration of the forbearance period the lenders may exercise their rights and remedies, including acceleration.

On July 22, 2026, prior to the July 31, 2026 deadline described above, the Company entered into a definitive asset purchase agreement for a qualifying sale transaction. As a result, the forbearance period is anticipated to continue to its November 30, 2026 date. See Note 3, "Assets and Liabilities Held for Sale" for further details regarding the Asset Sale.

The Company evaluated the forbearance agreement and concluded that it represented a modification, rather than an extinguishment, of the term loan. Accordingly, no gain or loss was recognized. In connection with the forbearance agreement, the Company paid fees of approximately $5.9 million in cash upon effectiveness, of which, $5.8 million was paid to lenders and is being referred to as the "Forbearance Fee." The Forbearance Fee was recorded as an increase to debt issuance costs against the carrying amount of the term loan and is recognized over the remaining life of the debt. As a result of the modification, the maturity date of the debt was adjusted to be November 30, 2026, which is the earliest date at which the lenders would be able to call the debt. All remaining debt issuance costs, along with the Second PIK Amendment Fee, are being amortized over this period.

The Company incurred interest expense of $5.1 million and $7.4 million for the three months ended July 31, 2025 and 2026, respectively, and $9.9 million and $12.3 million for the six months ended July 31, 2025 and 2026, respectively.

13. Commitments and Contingencies

Litigation

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

The Company is involved in legal proceedings from time to time arising in the normal course of business. Management believes that the outcome of these proceedings will not have a material impact on the Company's financial condition, results of operations, or liquidity.

Warranties and Indemnification

The Company’s subscription services are generally warranted to perform materially in accordance with the terms of the applicable customer service order under normal use and circumstances. Additionally, the Company’s arrangements generally include provisions for indemnifying customers against liabilities if its subscription services infringe a third party’s intellectual

13. Commitments and Contingencies (Continued)

property rights. Furthermore, the Company may also incur liabilities if it breaches the security or confidentiality obligations in its arrangements. To date, the Company has not incurred significant costs and has not accrued a liability in the accompanying condensed consolidated financial statements as a result of these obligations.

The Company has entered into service-level agreements with some of its customers defining levels of uptime reliability and performance and permitting those customers to receive credits for prepaid amounts related to unused subscription services if the Company fails to meet certain of the defined service levels. In very limited instances, the Company allows customers to early terminate their agreements if the Company repeatedly or significantly fails to meet those levels. If the Company repeatedly or significantly fails to meet contracted upon service levels, a contract may require a refund of prepaid unused subscription fees. To date, the Company has not experienced any significant failures to meet defined levels of uptime reliability and performance as set forth in its agreements and, as a result, the Company has not accrued any liabilities related to these agreements in the condensed consolidated financial statements.

Other Purchase Commitments

The Company has also entered into certain non-cancelable contractual commitments related to cloud infrastructure services in the ordinary course of business. There have been no material changes in these commitments as disclosed in the Annual Report on Form 10-K.

14. Stockholders' Deficit

Preferred Stock

The Company's Board of Directors has the authority, without further action by the Company's stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, and privileges thereof, including voting rights. As of January 31, 2026 and July 31, 2026, no shares of preferred stock were issued and outstanding.

Common Stock

The Company hastwo classes of common stock, Class A and Class B. Each share of Class A common stock is entitled to 40 votes per share and is convertible at any time intoone share of Class B common stock. Each share of Class A common stock will convert automatically intoone share of Class B common stock upon any transfer, whether or not for value. Each share of Class B common stock is entitled toone vote per share. Holders of Class A common stock and Class B common stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law or the Company's certificate of incorporation. Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of Class A common stock and Class B common stock are entitled to receive dividends, if any, as may be declared by the Company's board of directors.

At January 31, 2026 and July 31, 2026, there were 3,263,659 shares of Class A common stock authorized, issued and outstanding.

At January 31, 2026 and July 31, 2026, there were 500,000,000 shares of Class B common stock authorized. At January 31, 2026 and July 31, 2026, there were 39,186,549 and 43,772,502 shares of Class B common stock issued and outstanding, respectively.

On September 6, 2024, the Company entered into a Controlled Equity Offering SM Sales Agreement (Sales Agreement) with Cantor Fitzgerald & Co. (Cantor). Pursuant to the Sales Agreement, the Company may sell, from time to time up to an aggregate of $150.0 million of our Class B common stock through an “at-the-market” offering defined in Rule 415 under the Securities Act. The Company will pay Cantor a commission equal to 3.0% of the gross proceeds from the sale of shares of its Class B common stock under the Sales Agreement. The $150.0 million of Class B common stock that may be offered, issued and sold under the Sales Agreement is included in the $300.0 million of securities that may be offered, issued and sold by the Company under its registration statement on Form S-3 that was effective on September 20, 2024. No shares have been sold pursuant to the Sales Agreement to date.

14. Stockholders' Deficit (Continued)

Class B Common Stock Warrants

In connection with a line of credit signed in July 2016, the Company issued warrants to purchase 3,333 shares of its Class B common stock, which were exercisable at $34.35 per share. These warrants expired in July 2026 and were no longer outstanding as of July 31, 2026.

In connection with the credit facility, the Company issued warrants to purchase shares of Class B common stock. As of July 31, 2026, there were 1,211,954 shares of Class B common stock subject to issuance under outstanding warrants, which are exercisable at $0.01 per share. These warrants have expiration dates in 2028.

15. Equity Incentive Plans

In April 2011, the Company established the 2011 Equity Incentive Plan (2011 Plan), which was amended in September 2011 to provide for the issuance of stock options and other stock-based awards. In June 2018, the Company adopted the 2018 Equity Incentive Plan (2018 Plan). The 2018 Plan provides for the grant of incentive and nonstatutory stock options, restricted stock, RSUs, stock appreciation rights, performance units, and performance shares to employees, consultants, and members of the Company's board of directors.

The number of shares available for issuance under the 2018 Plan includes an annual increase on the first day of each fiscal year equal to the least of: (1)3,500,000 shares; (2)5% of the outstanding shares of Class A and Class B common stock as of the last day of the immediately preceding fiscal year; and (3) such other amount as the Company's board of directors may determine no later than the last day of the immediately preceding year. During the six months ended July 31, 2026, the number of shares available for grant under the 2018 Plan was increased by 2,122,510 shares. As of July 31, 2026, there were 245,883 shares available for grant under the 2018 Plan.

In connection with the IPO, the 2011 Plan was terminated. With the establishment of the 2018 Plan, the Company no longer grants equity-based awards under the 2011 Plan and any shares that expire, terminate, are forfeited or repurchased by the Company, or are withheld by the Company to cover tax withholding obligations, under the 2011 Plan, will become available for future grant under the 2018 Plan.

The Company recognized stock-based compensation expense related to its equity incentive plans as follows (in thousands):

Stock Options

Stock options typically vest over afour-year period and have a term often years from the date of grant. There wereno stock options granted during the three and six months ended July 31, 2025 and the three and six months ended July 31, 2026.

The following table sets forth the outstanding common stock options and related activity for the six months ended July 31, 2026:

The aggregate intrinsic value of options exercised was $0 million during both the three and six months ended July 31, 2025 and 2026, as there wereno options exercised during either the three and six months ended July 31, 2025 and 2026. The intrinsic value represents the excess of the market closing price of the Company's common stock on the date of exercise over the exercise price of each option. The intrinsic value of options as of July 31, 2026 is based on the market closing price of the Company's Class B common stock on that date.

As of July 31, 2026, all outstanding stock options were vested and exercisable and stock-based compensation expense related to all outstanding stock options has been recognized.

Restricted Stock Units

Restricted stock units (RSUs) granted under the Plan primarily vest and settle upon the satisfaction of a service-based condition. The service-based condition for these awards is generally satisfied over three orfour years with a cliff vesting period ofone ortwo years and quarterly vesting thereafter. RSUs include performance-based restricted stock units (PSUs), which are subject to a market condition and settle upon the satisfaction of a service-based condition. Disclosures related to RSU activity include the impact of PSUs.

During the year ended January 31, 2026, the Company granted its chief executive officer 450,000 PSUs that contain both a market and service-based condition. The PSUs are separated into four tranches, which are all eligible to vest on theone-year anniversary of the grant date and upon the Company's Class B common stock achieving various stock price hurdles based on a 30-trading day average closing price. The grant date fair values, and in part, the requisite service periods, were determined by a Monte Carlo simulation model. Stock-based compensation related to these PSUs will be recognized over the requisite service period and expire on thefour-year anniversary of the grant date. In the event that the stock price hurdle is not met for any given tranche within four years of the grant date, those respective awards are forfeited entirely.

The details of this award are summarized as follows:

The following table sets forth the outstanding RSUs and related activity for the six months ended July 31, 2026:

As of July 31, 2026, there was $37.0 million of unrecognized stock-based compensation expense related to outstanding RSUs which is expected to be recognized over a weighted-average period of 2.4 years.

Pursuant to the Purchase Agreement dated July 22, 2026, the Company is permitted to accelerate the vesting of any Company equity awards outstanding as of the date of the Purchase Agreement, effective as of immediately prior to closing, subject to the employee's continuous service to the Company at the date of acceleration. On August 11, 2026, the Company's Compensation Committee approved the accelerated vesting of RSUs as of the closing date held by employees, who are not party to Change in Control Severance Agreements that would have otherwise vested through March 20, 2027. As a result, approximately 1.0 million shares of the Company's Class B common stock will vest upon the acceleration.

Employee Stock Purchase Plan

In June 2018, the Company's board of directors adopted the ESPP. The number of shares of Class B common stock available for issuance under the ESPP increases on the first day of each fiscal year equal to the least of: (1)1,050,000 shares of Class B common stock, (2)1.5% of the outstanding shares of Class A and Class B common stock of the Company on the last day of the immediately preceding fiscal year, and (3) such other amount as the administrator of the ESPP may determine on or before the last day of the immediately preceding year. During the six months ended July 31, 2026, the number of shares available under the ESPP was increased by 636,753 shares. As of July 31, 2026, there were 1,361,993 shares available under the ESPP.

The ESPP generally provides for consecutive overlapping 12-month offering periods comprisingtwo six-month purchase periods. The offering periods are scheduled to start on the first trading day on or after April 1 and October 1 of each year. The ESPP is intended to qualify as a tax-qualified plan under Section 423 of the Internal Revenue Code and permits participants to elect to purchase shares of Class B common stock through payroll deductions of up to 25% of their eligible compensation. Under the ESPP, a participant may purchase a maximum of 300 shares during each purchase period.

Amounts deducted and accumulated by the participant will be used to purchase shares of Class B common stock at the end of each purchase period. The purchase price of the shares will be 85% of the lower of the fair market value of Class B common stock on the first trading day of each offering period or the fair market value of Class B common stock on the applicable exercise date. If the fair market value of a share of Class B common stock on the exercise date of an offering period is less than it was on the first trading day of that offering period, participants automatically will be withdrawn from that offering period following their purchase of shares on the exercise date and will be re-enrolled in a new offering period. Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares of Class B common stock. Participation ends automatically upon termination of employment.

As of July 31, 2026, a total of approximately 185,147 shares were issuable to employees based on estimated shares available and contribution elections made under the ESPP. Estimated shares available were estimated assuming that the plan will be increased by an amount approximating 1.5% of shares outstanding as of January 31, 2026. As of July 31, 2026, total unrecognized stock-based compensation related to the ESPP was $0.3 million, which is expected to be recognized over a weighted-average period of 0.4 years.

Subsequent to July 31, 2026, the board of directors approved the current ESPP purchase period to end on September 1, 2026. Amounts deducted and accumulated by the participant were used to purchase 0.1 million shares of Class B common stock on this date. As of September 1, 2026, the plan is suspended and no re-enrollment will take place for a new offering period.

16. Income Taxes

The Company calculated the year-to-date income tax provision by applying the estimated annual effective tax rate to the year-to-date pre-tax income for each applicable jurisdiction and adjusted for discrete tax items in the period. The Company's tax expense was $0.2 million and $0.1 million for the three months ended July 31, 2025 and 2026, respectively, and $0.4 million and $0.5 million for the six months ended July 31, 2025 and 2026, respectively. The income tax for these periods was primarily attributable to foreign and state taxes.

For the periods presented, the difference between the U.S. statutory rate and the Company's effective tax rate is primarily due to the full valuation allowance on its U.S. tax assets. The effective tax rate is also impacted by earnings realized in foreign jurisdictions.

17. Net Loss Per Share

The Company computes net loss per share using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock share equally in the Company’s net losses.

The following table sets forth the calculation of basic and diluted net loss per share during the periods presented (in thousands, except per share amounts):

17. Net Loss Per Share (Continued)

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 for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The weighted-average impact of potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive was as follows (in thousands):