Arteris, Inc.

Previous wording

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current wording

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Previous wording

As of June 30, 2026, we had 364 employees and offices in eleven locations in the United States, France, China, South Korea, Japan, Taiwan and Poland. For the three months ended June 30, 2026, we generated revenue of $24.1 million, net loss of $14.1 million, and net loss per share, basic and diluted of $0.30. As of June 30, 2026, we had Annual Contract Value (as defined below) and Annual Contract Value plus royalties of $90.9 million and $99.5 million, respectively. During the three months ended June 30, 2026, we had 26 Confirmed Design Starts (as defined below).

Current wording

As of September 30, 2026, we had 373 employees and offices in eleven locations in the United States, France, China, South Korea, Japan, Taiwan and Poland. For the three months ended September 30, 2026, we generated revenue of $25.8 million, net loss of $11.2 million, and net loss per share, basic and diluted, of $0.23. As of September 30, 2026, we had Annual Contract Value (as defined below) and Annual Contract Value plus royalties of $94.4 million and $103.8 million, respectively. During the three months ended September 30, 2026, we had 22 Confirmed Design Starts (as defined below).

Previous wording

Our revenue from period to period can be impacted by the terms of the agreements we enter into with our customers. As a result of how these contracts are structured and the revenue is recognized, our revenue in the three and six months ended June 30, 2026 may not be comparable to future periods if we do not enter into similar contractual agreements. Further, a meaningful percentage of our revenue is generated through royalty payments. Because the time between a new license agreement win and the customer’s end product being sold can be substantial, with sales of the end product being subject to a number of factors outside our control, our revenue from royalties is difficult to predict. As a result of the foregoing, revenue may fluctuate significantly from period to period and any increase or decrease in such revenue may not be indicative of future period-to-period increases or decreases.

Current wording

Our revenue from period to period can be impacted by the terms of the agreements we enter into with our customers. As a result of how these contracts are structured and the revenue is recognized, our revenue in the three and nine months ended September 30, 2026 may not be comparable to future periods if we do not enter into similar contractual agreements. Further, a meaningful percentage of our revenue is generated through royalty payments. Because the time between a new license agreement win and the customer’s end product being sold can be substantial, with sales of the end product being subject to a number of factors outside our control, our revenue from royalties is difficult to predict. As a result of the foregoing, revenue may fluctuate significantly from period to period and any increase or decrease in such revenue may not be indicative of future period-to-period increases or decreases.

Previous wording

In order to address rapid technological developments and expand our offerings, we have invested significantly in our research and development efforts. These investments, which continue to include growth in engineering headcount, have resulted in substantially increased research and development expenses. As we continue to invest in our technology and new product design efforts, we anticipate research and development expense will continue to increase on an absolute basis and as a percentage of revenue in the near term. In the medium to longer term, however, while we expect to increase our research and development expense on an absolute basis, we expect this expense to reduce as a percentage of revenue.

Current wording

In order to address rapid technological developments and expand our offerings, we have invested significantly in our research and development efforts. These investments, which continue to include growth in engineering headcount, have resulted in substantially increased research and development expenses. As we continue to invest in our technology and new product design efforts, we anticipate research and development expense will continue to increase on an absolute basis. In the medium to longer term, however, while we expect to increase our research and development expense on an absolute basis, we expect this expense to reduce as a percentage of revenue.

Previous wording

We believe our products’ global footprint provides us with the opportunity to enter new markets and accelerate our growth. For the six months ended June 30, 2026, 58.4% of our revenue was derived from sales to customers outside of the United States and 23.2% of our revenue was derived from customers located in China. For 2025, 60.3% of our revenue was derived from sales to customers outside of the United States and 24.5% of our revenue was derived from customers located in China. While we believe operating internationally has beneficially impacted our results of operations, we are subject to inherent risks attributed to operating in a global economy. Further, our international operations have been, and may in the future continue to be, subject to restrictive government regulations. For example, U.S. export regulations, including regulations announced on October 7, 2022 (as further amended), that impose broad end-use and other restrictions on doing business with certain customers and facilities in China that develop or produce semiconductor chips or manufacturing equipment, may limit or adversely impact our ability to license or support our products to entities in or doing business with certain advanced AI or “supercomputer” design companies, foundries and manufacturers of assemblies and components in China. As a result of these restrictions, our customers may experience changes to or delays in their design projects, and we may face challenges to maintain our revenue and/or our revenue may decrease. Additionally, changes in legislation and regulation as well as the implementation of executive orders and other actions in the United States and other countries, including new trade policies and the imposition of tariffs, may increase costs or make it more difficult to export our products to certain countries.

Current wording

We believe our products’ global footprint provides us with the opportunity to enter new markets and accelerate our growth. For the nine months ended September 30, 2026, 56.3% of our revenue was derived from sales to customers outside of the United States and 21.9% of our revenue was derived from customers located in China. For 2025, 60.3% of our revenue was derived from sales to customers outside of the United States and 24.5% of our revenue was derived from customers located in China. While we believe operating internationally has beneficially impacted our results of operations, we are subject to inherent risks attributed to operating in a global economy. Further, our international operations have been, and may in the future continue to be, subject to restrictive government regulations. For example, U.S. export regulations, including regulations announced on October 7, 2022 (as further amended), that impose broad end-use and other restrictions on doing business with certain customers and facilities in China that develop or produce semiconductor chips or manufacturing equipment, may limit or adversely impact our ability to license or support our products to entities in or doing business with certain advanced AI or “supercomputer” design companies, foundries and manufacturers of assemblies and components in China. As a result of these restrictions, our customers may experience changes to or delays in their design projects, and we may face challenges to maintain our revenue and/or our revenue may decrease. Additionally, changes in legislation and regulation as well as the implementation of executive orders and other actions in the United States and other countries, including new trade policies and the imposition of tariffs, may increase costs or make it more difficult to export our products to certain countries.

Previous wording

We define Annual Contract Value (ACV) for an individual customer agreement as the total fixed fees under the agreement divided by the number of years in the agreement term. Our total ACV is the aggregate ACVs for all our customers as measured at a given point in time. Total fixed fees include licensing, support and maintenance and other fixed fees under IP licensing or software licensing agreements but exclude variable revenue derived from licensing agreements with customers, particularly royalties. ACV was $90.9 million and $63.9 million as of June 30, 2026 and 2025, respectively. In addition, total ACV plus royalties was $99.5 million and $69.1 million as of June 30, 2026 and 2025, respectively. ACV plus royalties is calculated based on ACV and the trailing-twelve-months variable royalties and other revenue. We monitor ACV to measure our success and believe the increase in the number shows our progress in expanding our customers’ adoption of our platform. We believe ACV provides investors with useful information to assess the strength and trajectory of our business as growth demonstrates the expansion of customer adoption of our platform. ACV fluctuates due to a number of factors, including the timing, duration and dollar amount of customer contracts.

Current wording

We define Annual Contract Value (ACV) for an individual customer agreement as the total fixed fees under the agreement divided by the number of years in the agreement term. Our total ACV is the aggregate ACVs for all our customers as measured at a given point in time. Total fixed fees include licensing, support and maintenance and other fixed fees under IP licensing or software licensing agreements but exclude variable revenue derived from licensing agreements with customers, particularly royalties. ACV was $94.4 million and $69.4 million as of September 30, 2026 and 2025, respectively. In addition, total ACV plus royalties was $103.8 million and $74.9 million as of September 30, 2026 and 2025, respectively. ACV plus royalties is calculated based on ACV and the trailing-twelve-months variable royalties and other revenue. We monitor ACV to measure our success and believe the increase in the number shows our progress in expanding our customers’ adoption of our platform. We believe ACV provides investors with useful information to assess the strength and trajectory of our business as growth demonstrates the expansion of customer adoption of our platform. ACV fluctuates due to a number of factors, including the timing, duration and dollar amount of customer contracts.

Previous wording

We define Confirmed Design Starts as when customers confirm their commencement of new semiconductor designs using our interconnect IP and notify us. Confirmed Design Starts is a metric management uses to assess the activity level of our customers in terms of the number of new semiconductor designs that are started using our interconnect IP in a given period. Our interconnect IP and NoC interface IP customer base contributed to a total of 26 and 25 design starts during the three months ended June 30, 2026 and 2025, respectively. We believe that the number of Confirmed Design Starts is an important indicator of the growth of our business and future royalty revenue trends.

Current wording

We define Confirmed Design Starts as when customers confirm their commencement of new semiconductor designs using our interconnect IP and notify us. Confirmed Design Starts is a metric management uses to assess the activity level of our customers in terms of the number of new semiconductor designs that are started using our interconnect IP in a given period. Our interconnect IP and NoC interface IP customer base contributed to a total of 22 and 23 design starts during the three months ended September 30, 2026 and 2025, respectively. We believe that the number of Confirmed Design Starts is an important indicator of the growth of our business and future royalty revenue trends.

Previous wording

The RPO amount is intended to provide visibility into future revenue streams. We expect RPO to fluctuate up or down from period to period for several reasons, including variations in amounts, timing, and duration of customer contracts, as well as the timing of billing cycles for each contract. Our RPO was $134.9 million and $99.3 million as of June 30, 2026 and 2025, respectively.

Current wording

The RPO amount is intended to provide visibility into future revenue streams. We expect RPO to fluctuate up or down from period to period for several reasons, including variations in amounts, timing, and duration of customer contracts, as well as the timing of billing cycles for each contract. Our RPO was $135.5 million and $104.7 million as of September 30, 2026 and 2025, respectively.

Previous wording

Application Engineering Support Services are integral and fundamental to the customer’s ability to derive its intended benefit from the IP. Besides Application Engineering Support Services, support and maintenance services also consist of a stand-ready obligation to provide technical support and software updates over the support term. Generally, the first year of technical support and software updates are bundled with and into the license fee with a customer option to renew additional years of support throughout the license term. However, we typically continue to provide technical support and software updates throughout the license term even if the customer does not renew these services in subsequent years, making the license term and support and maintenance term co-terminus.

Current wording

Application Engineering Support Services are integral and fundamental to the customer’s ability to derive its intended benefit from the IP. Besides Application Engineering Support Services, support and maintenance services also consist of a stand-ready obligation to provide technical support and software updates over the support term. Generally, the first year of technical support and software updates is bundled with and into the license fee with a customer option to renew additional years of support throughout the license term. However, we typically continue to provide technical support and software updates throughout the license term even if the customer does not renew these services in subsequent years, making the license term and support and maintenance term co-terminus.

Previous wording

Our hardware security verification software product arrangements provide customers the right to software licenses, software updates and technical support. The software licenses are time-based licenses with terms generally ranging from one to three years and generally provide the customer with limited rights to receive certain quantities of licensed software. In addition to the licenses, the arrangements also include: support and maintenance services, provided by Application Engineering Support Services, which includes providing frequent updates and upgrades to maintain the utility of the software due to rapid changes in technology. Updates are generally made available throughout the entire term of the arrangement. The updates provide continued access to evolving technology as customers’ designs migrate to more advanced nodes and as customers’ technological requirements evolve. We concluded that our hardware security verification software product licenses are not distinct from our obligation to provide unspecified software updates to the licensed software throughout the license term. Such updates represent inputs to a single, combined performance obligation, commencing upon the later of the arrangement effective date or transfer of control to the software license, leading to ratable recognition of the related license revenue over the contract term.

Current wording

Our hardware security verification software product arrangements provide customers the right to software licenses, software updates and technical support. The software licenses are time-based licenses with terms generally ranging from one to three years and generally provide the customer with limited rights to receive certain quantities of licensed software. In addition to the licenses, the arrangements also include support and maintenance services, provided by Application Engineering Support Services, which include frequent updates and upgrades to maintain the utility of the software due to rapid changes in technology. Updates are generally made available throughout the entire term of the arrangement. The updates provide continued access to evolving technology as customers’ designs migrate to more advanced nodes and as customers’ technological requirements evolve. We concluded that our hardware security verification software product licenses are not distinct from our obligation to provide unspecified software updates to the licensed software throughout the license term. Such updates represent inputs to a single, combined performance obligation, commencing upon the later of the arrangement effective date or transfer of control of the software license, leading to ratable recognition of the related license revenue over the contract term.

Previous wording

Research and development (R&D) expenses: R&D expenses consist primarily of salaries and associated personnel-related costs, including employer payroll taxes, facilities expenses associated with research and development activities, third-party project-related expenses connected with the development of our intellectual property which are expensed as incurred, stock-based compensation expense and other allocated costs. We expect R&D expenses to increase in absolute terms over the long term, and as a percentage of revenue in the short term. We expect R&D expenses to decrease as a percentage of revenue as certain new products are launched in the medium to long term.

Current wording

Research and development (R&D) expenses: R&D expenses consist primarily of salaries and associated personnel-related costs, including employer payroll taxes, facilities expenses associated with research and development activities, third-party project-related expenses connected with the development of our intellectual property which are expensed as incurred, stock-based compensation expense and other allocated costs. We expect R&D expenses to increase in absolute terms over the long term.

Previous wording

Sales and marketing (S&M) expenses: S&M expenses consist primarily of salaries, commissions, travel and other costs associated with S&M activities, including employer payroll taxes, as well as advertising, trade show participation, public relations and other marketing activities, stock-based compensation expense and other allocated costs. We expect S&M expenses to increase in absolute terms but decrease as a percentage of revenue due to productivity improvements of our sales processes.

Current wording

Sales and marketing (S&M) expenses: S&M expenses consist primarily of salaries, commissions, travel and other costs associated with S&M activities, including employer payroll taxes, as well as advertising, trade show participation, public relations and other marketing activities, stock-based compensation expense and other allocated costs. We expect S&M expenses to increase in absolute terms over the long term.

Previous wording

Acquisition-related costs: Acquisition-related costs include advisory, legal, accounting, valuation, other professional or consulting fees as well as integration costs incurred towards our acquisitions. Acquisition-related costs also include changes in the fair value of the contingent consideration related to our acquisition of Cycuity.

Current wording

Acquisition-related costs: Acquisition-related costs include advisory, legal, accounting, valuation, other professional or consulting fees as well as integration costs incurred towards our acquisitions. Acquisition-related costs also include change in the fair value of the contingent consideration related to our acquisition of Cycuity.

Previous wording

Revenue from licensing, support and maintenance increased by $5.7 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily due to the addition of new customers, new license arrangements with existing customers, and revenue for hardware security verification products that were introduced as part of the Cycuity acquisition. Growth in our variable royalty revenue was primarily due to an increase in product sales by certain existing customers, and the addition of new customers. The increase in professional services and other revenue during the three months ended June 30, 2026 was primarily due to revenue generated from hardware security verification services performed under contract with the U.S. government, a significant portion of which was delivered by third-party subcontractors. These subcontractor arrangements were introduced as part of the Cycuity acquisition and, as a result, there was no comparable revenue from such services during the three months ended June 30, 2025.

Current wording

Revenue from licensing, support and maintenance increased by $6.5 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase was primarily due to new license arrangements with existing customers, the addition of new customers and revenue for hardware security verification products that were introduced as part of the Cycuity acquisition. Growth in our variable royalty revenue was primarily due to an increase in product sales by certain existing customers and the addition of new customers. The increase in professional services and other revenue during the three months ended September 30, 2026 was primarily due to revenue generated from hardware security verification services performed under contract with the U.S. government, a significant portion of which was delivered by third-party subcontractors. These subcontractor arrangements were introduced as part of the Cycuity acquisition and, as a result, there was no comparable revenue from such services during the three months ended September 30, 2025.

Previous wording

Cost of revenue increased by $1.9 million, or 107%, for the three months ended June 30, 2026 from $1.7 million for the three months ended June 30, 2025. The increase in cost of revenue was primarily due to the use of third-party subcontractors fulfilling our U.S. government contracts, which were acquired as part of the Cycuity acquisition. We also incurred higher employee-related expenses, mainly driven by increased headcount of our application engineers.

Current wording

Cost of revenue increased by $1.7 million, or 95%, to $3.5 million for the three months ended September 30, 2026 from $1.8 million for the three months ended September 30, 2025. The increase in cost of revenue was primarily due to higher employee-related expenses, which were mainly driven by increased headcount of our application engineers and the use of third-party subcontractors fulfilling our U.S. government contracts, which were acquired as part of the Cycuity acquisition.

Previous wording

R&D expenses increased by $4.6 million, or 38%, to $16.8 million for the three months ended June 30, 2026 from $12.2 million for the three months ended June 30, 2025. The increase in R&D expenses was primarily due to higher investments in enhancing our existing products and developing next generation products. We incurred higher employee-related costs of $2.4 million due to increased headcount to support the growth of our business and from our acquisition of Cycuity, including stock-based compensation expense. We also incurred increased employer payroll taxes associated with the vesting of equity awards in certain jurisdictions of $1.0 million, higher professional fees of $0.3 million and higher amortization expense of $0.3 million recorded from our acquisition of Cycuity.

Current wording

R&D expenses increased by $3.8 million, or 30%, to $16.4 million for the three months ended September 30, 2026 from $12.6 million for the three months ended September 30, 2025. The increase in R&D expenses was primarily due to higher investments in enhancing our existing products and developing next generation products. We incurred higher employee-related costs of $2.9 million reflecting increased headcount to support the growth of our business and from our acquisition of Cycuity, as well as higher stock-based compensation expense including a one-time modification expense of $0.8 million for certain stock-based awards. We also incurred increased employer payroll taxes associated with the vesting of equity awards in certain jurisdictions of $0.3 million and higher amortization expense of $0.3 million related to intangible assets recorded from our acquisition of Cycuity.

Previous wording

S&M expenses increased by $3.1 million, or 48%, to $9.4 million for the three months ended June 30, 2026 from $6.3 million for the three months ended June 30, 2025. The increase in S&M expenses was primarily due to higher employee-related costs of $2.4 million due to increased headcount to support the growth of our business and from our acquisition of Cycuity, including stock-based compensation expense, as well as higher employer payroll taxes associated with the vesting of equity awards in certain jurisdictions. We also incurred higher amortization expense of $0.3 million related to intangible assets recorded from our acquisition of Cycuity.

Current wording

S&M expenses increased by $2.9 million, or 43%, to $9.8 million for the three months ended September 30, 2026 from $6.9 million for the three months ended September 30, 2025. The increase in S&M expenses was primarily due to higher employee-related costs of $2.4 million due to increased headcount to support the growth of our business and from our acquisition of Cycuity, including stock-based compensation expense, as well as higher employer payroll taxes associated with the vesting of equity awards in certain jurisdictions. We also incurred higher amortization expense of $0.3 million related to intangible assets recorded from our acquisition of Cycuity, higher marketing costs of $0.1 million and higher professional fees of $0.1 million.

Previous wording

G&A expenses increased by $1.6 million, or 35%, to $6.1 million for the three months ended June 30, 2026 from $4.5 million for the three months ended June 30, 2025. The increase in G&A expenses was primarily due to higher employee-related costs of $1.1 million, including stock-based compensation expense, mainly driven by increased headcount to support the growth of our business and from our acquisition of Cycuity. We also incurred higher professional fees of $0.2 million.

Current wording

G&A expenses increased by $2.4 million, or 50%, to $7.3 million for the three months ended September 30, 2026 from $4.9 million for the three months ended September 30, 2025. The increase in G&A expenses was primarily due to higher employee-related costs of $2.4 million, mainly driven by increased headcount to support the growth of our business and from our acquisition of Cycuity, as well as higher stock-based compensation expense including a one-time modification expense of $1.5 million for certain stock-based awards.

Previous wording

Acquisition-related costs for the six months ended June 30, 2026 include a change in the fair value of the contingent consideration related to our acquisition of Cycuity of $2.1 million and professional fees including advisory, legal, accounting, valuation, other professional or consulting fees and integration costs associated with the acquisition of Cycuity of $0.7 million.

Current wording

Acquisition-related costs for the three months ended September 30, 2026 include professional fees including advisory, legal, accounting, valuation, other professional or consulting fees and integration costs associated with the acquisition of Cycuity of $0.1 million.

Previous wording

Other income (expense), net decreased by $0.2 million, or 27%, to $0.6 million for the three months ended June 30, 2026, from $0.8 million for the three months ended June 30, 2025. The decrease in other income (expense), net was primarily due to foreign currency exchange.

Current wording

Other income (expense), net increased by $0.5 million, or 72%, to $1.1 million for the three months ended September 30, 2026, from $0.6 million for the three months ended September 30, 2025. The increase in other income (expense), net was primarily due to higher interest income earned on our cash and cash equivalents and available-for-sale investments, partially offset by foreign currency exchange.

Previous wording

Loss from equity method investment was zero for the three months ended June 30, 2026 as the carrying value associated with the equity method investment in Transchip was zero as of June 30, 2026. Loss from equity method investment was $0.8 million for the three months ended June 30, 2025.

Current wording

Loss from equity method investment was zero for the three months ended September 30, 2026 as the carrying value associated with the equity method investment in Transchip was zero as of September 30, 2026. Loss from equity method investment was $0.5 million for the three months ended September 30, 2025.

Previous wording

The provision for income taxes remained relatively flat for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Current wording

The provision for income taxes was $0.8 million for the three months ended September 30, 2026 compared to $0.4 million for the three months ended September 30, 2025. The increase was primarily due to higher foreign withholding taxes in the current period and differences in discrete benefits recognized in the prior period.

Previous wording

Revenue from licensing, support and maintenance increased by $9.7 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily due to the addition of new customers, new license arrangements with existing customers, and revenue for hardware security verification products that were introduced as part of the Cycuity acquisition. Growth in our variable royalty revenue was primarily due to an increase in product sales by certain existing customers, and the addition of new customers. The increase in professional services and other revenue during the six months ended June 30, 2026 was primarily due to revenue generated from hardware security verification services performed under contract with the U.S. government, a significant portion of which was delivered by third-party subcontractors. These subcontractor arrangements were introduced as part of the Cycuity acquisition and, as a result, there was no comparable revenue from such services during the six months ended June 30, 2025.

Current wording

Revenue from licensing, support and maintenance increased by $16.1 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase was primarily due to new license arrangements with existing customers, the addition of new customers and revenue for hardware security verification products that were introduced as part of the Cycuity acquisition. Growth in our variable royalty revenue was primarily due to an increase in product sales by certain existing customers and the addition of new customers. The increase in professional services and other revenue during the nine months ended September 30, 2026 was primarily due to revenue generated from hardware security verification services performed under contract with the U.S. government, a significant portion of which was delivered by third-party subcontractors. These subcontractor arrangements were introduced as part of the Cycuity acquisition and, as a result, there was no comparable revenue from such services during the nine months ended September 30, 2025.

Previous wording

Cost of revenue increased by $3.6 million, or 110%, to $6.9 million for the six months ended June 30, 2026 from $3.3 million for the six months ended June 30, 2025. The increase in cost of revenue was primarily due to the use of third-party subcontractors fulfilling our U.S. government contracts, which were acquired as part of the Cycuity acquisition. We also incurred higher employee-related expenses, mainly driven by increased headcount of our application engineers.

Current wording

Cost of revenue increased by $5.3 million, or 105%, to $10.3 million for the nine months ended September 30, 2026 from $5.0 million for the nine months ended September 30, 2025. The increase in cost of revenue was primarily due to higher employee-related expenses, mainly driven by increased headcount of our application engineers and the use of third-party subcontractors fulfilling our U.S. government contracts, which were acquired as part of the Cycuity acquisition.

Previous wording

R&D expenses increased by $7.2 million, or 30%, to $31.2 million for the six months ended June 30, 2026 from $24.0 million for the six months ended June 30, 2025. The increase in R&D expenses was primarily due to higher investments in enhancing our existing products and developing next generation products. We incurred higher employee-related costs of $4.5 million due to increased headcount to support the growth of our business and from our acquisition of Cycuity, including stock-based compensation expense. We also incurred increased employer payroll taxes associated with the vesting of equity awards in certain jurisdictions of $1.2 million, higher professional fees of $0.6 million and higher amortization expense of $0.5 million recorded from our acquisition of Cycuity.

Current wording

R&D expenses increased by $11.0 million, or 30%, to $47.7 million for the nine months ended September 30, 2026 from $36.7 million for the nine months ended September 30, 2025. The increase in R&D expenses was primarily due to higher investments in enhancing our existing products and developing next generation products. We incurred higher employee-related costs of $7.4 million reflecting increased headcount to support the growth of our business and from our acquisition of Cycuity, as well as higher stock-based compensation expense including a one-time modification expense of $0.8 million for certain stock-based awards. We also incurred increased employer payroll taxes associated with the vesting of equity awards in certain jurisdictions of $1.5 million, higher professional fees of $0.7 million, higher amortization expense of $0.7 million related to intangible assets recorded from our acquisition of Cycuity and higher depreciation expense of $0.2 million.

Previous wording

S&M expenses increased by $5.1 million, or 39%, to $17.9 million for the six months ended June 30, 2026 from $12.9 million for the six months ended June 30, 2025. The increase in S&M expenses was primarily due to higher employee-related costs of $3.8 million due to increased headcount to support the growth of our business and from our acquisition of Cycuity, including stock-based compensation expense, as well as increased employer payroll taxes associated with the vesting of equity awards in certain jurisdictions. We also incurred higher amortization expense of $0.6 million related to intangible assets recorded from our acquisition of Cycuity, as well as higher travel and in-person sales event related costs of $0.3 million.

Current wording

S&M expenses increased by $8.0 million, or 41%, to $27.7 million for the nine months ended September 30, 2026 from $19.7 million for the nine months ended September 30, 2025. The increase in S&M expenses was primarily due to higher employee-related costs of $6.3 million due to increased headcount to support the growth of our business and from our acquisition of Cycuity, including stock-based compensation expense, as well as increased employer payroll taxes associated with the vesting of equity awards in certain jurisdictions. We also incurred higher amortization expense of $0.9 million related to intangible assets recorded from our acquisition of Cycuity, higher travel and in-person sales event related costs of $0.4 million and higher marketing expenses of $0.2 million.

Previous wording

G&A expenses increased by $2.7 million, or 30%, to $11.5 million for the six months ended June 30, 2026 from $8.8 million for the six months ended June 30, 2025. The increase in G&A expenses was primarily due to higher employee-related costs of $2.0 million, including stock-based compensation expense, mainly driven by increased headcount to support the growth of our business and increased headcount from our acquisition of Cycuity. We also incurred higher professional fees of $0.3 million, primarily related to post-acquisition activities in connection with the Cycuity acquisition.

Current wording

G&A expenses increased by $5.1 million, or 37%, to $18.8 million for the nine months ended September 30, 2026 from $13.7 million for the nine months ended September 30, 2025. The increase in G&A expenses was primarily due to higher employee-related costs of $4.4 million, mainly driven by increased headcount to support the growth of our business and from our acquisition of Cycuity, as well ashigher stock-based compensation expense including a one-time modification expense of $1.5 million for certain stock-based awards. We also incurred higher professional fees of $0.2 million, primarily related to post-acquisition activities in connection with the Cycuity acquisition.

Previous wording

Acquisition-related costs for the three months ended June 30, 2026 include a change in the fair value of the contingent consideration related to our acquisition of Cycuity of $2.1 million and professional fees including advisory, legal, accounting, valuation, other professional or consulting fees and integration costs associated with the acquisition of Cycuity of $0.1 million.

Current wording

Acquisition-related costs for the nine months ended September 30, 2026 include a change in the fair value of the contingent consideration related to our acquisition of Cycuity of $2.1 million and professional fees including advisory, legal, accounting, valuation, other professional or consulting fees and integration costs associated with the acquisition of Cycuity of $0.8 million.

Previous wording

Interest expense remained relatively flat for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current wording

Interest expense remained relatively flat for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Previous wording

Other income (expense), net decreased by $0.3 million or 18%, to $1.2 million for the six months ended June 30, 2026, from $1.5 million for the six months ended June 30, 2025. The decrease in other income (expense), net was primarily related to foreign currency exchange, as well as lower interest income earned on our available-for-sale investments.

Current wording

Other income (expense), net increased by $0.2 million, or 9%, to $2.3 million for the nine months ended September 30, 2026, from $2.1 million for the nine months ended September 30, 2025. The increase in other income (expense), net was primarily related to higher interest income earned on our cash and cash equivalents, which were partially offset by foreign currency exchange as well as lower interest income earned on our available-for-sale investments.

Previous wording

Loss from equity method investment increased by $1.4 million or 87%, to $3.0 million for the six months ended June 30, 2026 from $1.6 million for the six months ended June 30, 2025. The increase in loss from equity method investment was primarily due to our share of Transchip’s stock-based compensation expense recognized during the three months ended March 31, 2026. As of June 30, 2026, there was no carrying value associated with the equity method investment in Transchip.

Current wording

Loss from equity method investment increased by $0.9 million, or 44%, to $3.0 million for the nine months ended September 30, 2026 from $2.1 million for the nine months ended September 30, 2025. The increase in loss from equity method investment was primarily due to our share of Transchip’s increase in operating expenses recognized during the three months ended March 31, 2026. As of September 30, 2026, there was no carrying value associated with the equity method investment in Transchip.

Previous wording

The provision for (benefit from) income taxes for the six months ended June 30, 2026 was a benefit of $3.0 million, compared to an expense of $1.1 million for the six months ended June 30, 2025. The decrease in income tax expense for the period ended June 30, 2026, compared to the period ended June 30, 2025, was primarily driven by the income tax benefit from the partial valuation allowance release associated with the intangible assets acquired from Cycuity during the three months ended March 31, 2026, which were partially offset by a change in the forecasted geographic mix of worldwide earnings which are taxed at different statutory tax rates.

Current wording

The provision for (benefit from) income taxes for the nine months ended September 30, 2026 was a benefit of $2.2 million, compared to an expense of $1.5 million for the nine months ended September 30, 2025. The decrease in income tax expense for the period ended September 30, 2026, compared to the period ended September 30, 2025, was primarily driven by the income tax benefit from the partial valuation allowance release associated with the intangible assets acquired from Cycuity during the three months ended March 31, 2026, which was partially offset by a change in the forecasted geographic mix of worldwide earnings which are taxed at different statutory tax rates.

Previous wording

Since inception, we have financed operations primarily from payments received from our customers, the net proceeds from the sale of our common stock in the IPO as well as the net proceeds from the private issuance of our convertible preferred stock and common stock. As of June 30, 2026, we had $122.1 million in cash and cash equivalents and short-term investments of which $4.9 million was held by our foreign subsidiaries. In addition, as of June 30, 2026, we also had $1.2 million in long-term investments.

Current wording

Historically, we have financed operations primarily from payments received from our customers, the net proceeds from the sale of our common stock in the IPO as well as the net proceeds from the open market sales agreement described below. As of September 30, 2026, we had $104.2 million in cash and cash equivalents and short-term investments, of which $4.7 million was held by our foreign subsidiaries. In addition, as of September 30, 2026, we also had $16.1 million in long-term investments.

Previous wording

In December 2025, we filed a Registration Statement on Form S-3 covering the offering of up to $200.0 million of common stock, preferred stock, debt securities, warrants and units, which was declared effective by the SEC in December 2025 (the S-3 Registration Statement). In December 2025, we also entered into an Open Market Sales Agreement (the Sales Agreement) with Jefferies LLC as sales agent to sell shares of our common stock, from time to time, with aggregate gross sales proceeds of up to $75.0 million pursuant to the S-3 Registration Statement as an “at-the-market” offering under the Securities Act (the 2025 ATM Offering Program). During the three months ended June 30, 2026, we utilized the 2025 ATM Offering Program and sold 2,041,487 shares of common stock for gross proceeds of $73.8 million, before deducting commissions and offering-related costs of $2.3 million. Net proceeds of $71.5 million from these sales were recorded in additional paid-in capital within stockholders’ equity. During the six months ended June 30, 2026, we utilized the 2025 ATM Offering Program and sold 2,111,123 shares of common stock at an average price of $35.53 per share for gross proceeds of $75.0 million, before deducting commissions and offering-related costs of $3.0 million, thereby fully exhausting the aggregate amount of common stock that may be sold pursuant to the Sales Agreement. Net proceeds of $72.0 million from these sales were recorded in additional paid-in capital within stockholders’ equity.

Current wording

In December 2025, we filed a Registration Statement on Form S-3 covering the offering of up to $200.0 million of common stock, preferred stock, debt securities, warrants and units, which was declared effective by the SEC in December 2025 (the S-3 Registration Statement). In December 2025, we also entered into an Open Market Sales Agreement (the Sales Agreement) with Jefferies LLC as sales agent to sell shares of our common stock, from time to time, with aggregate gross sales proceeds of up to $75.0 million pursuant to the S-3 Registration Statement as an “at-the-market” offering under the Securities Act (the 2025 ATM Offering Program). During the nine months ended September 30, 2026, we utilized the 2025 ATM Offering Program and sold 2,111,123 shares of common stock at an average price of $35.53 per share for gross proceeds of $75.0 million, before deducting commissions and offering-related costs of $3.0 million, thereby fully exhausting the aggregate amount of common stock that may be sold pursuant to the Sales Agreement. Net proceeds of $72.0 million from these sales were recorded in additional paid-in capital within stockholders’ equity.

Previous wording

For the six months ended June 30, 2026, net cash provided by operating activities was $2.1 million, primarily due to our net loss of $22.0 million, adjusted for non-cash charges of $15.0 million and $9.2 million changes in operating assets and liabilities. Non-cash charges primarily consisted of stock-based compensation of $11.9 million, loss from our equity method investment of $3.0 million, depreciation and amortization of $2.9 million, and change in fair value of contingent consideration liability of $2.1 million, partially offset by deferred income taxes due to release of a portion of valuation allowance as a result of our business combination of $4.1 million, amortization of deferred income of $0.6 million and net accretion of discounts on available-for-sale securities of $0.1 million. The drivers of the changes in operating assets and liabilities were a $10.1 million increase in deferred revenue, and a $5.4 million decrease in accounts receivable, partially offset by a $2.9 million decrease in accrued expenses and other liabilities, a $2.5 million increase in prepaid expense and other assets, and a $0.8 million decrease in accounts payable.

Current wording

For the nine months ended September 30, 2026, net cash provided by operating activities was $0.4 million, attributable to a net loss of $33.2 million, adjusted for non-cash charges of $25.4 million and $8.2 million changes in operating assets and liabilities. Non-cash charges primarily consisted of stock-based compensation of $21.0 million, depreciation and amortization of $4.3 million loss from our equity method investment of $3.0 million and change in fair value of contingent consideration liability of $2.1 million, partially offset by deferred income taxes due to release of a portion of valuation allowance as a result of our business combination of $4.1 million, and amortization of deferred income of $0.9 million. The drivers of the changes in operating assets and liabilities were a $13.3 million increase in deferred revenue, and a $0.1 million increase in accounts payable, partially offset by a $3.1 million increase in prepaid expense and other assets, $1.7 million decrease in accrued expenses and other liabilities and a $0.4 million increase in accounts receivable.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2026 was $16.4 million, primarily attributable to $11.2 million of payments for business combination, net of $3.9 million of cash acquired, purchases of available-for-sale securities of $16.3 million and purchases of property and equipment of $0.9 million, partially offset by proceeds from maturities of available-for-sale securities of $12.0 million.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2026 was $36.2 million, primarily attributable to purchases of available-for-sale securities of $44.2 million, payments for business combination of $11.2 million, net of $3.9 million of cash acquired and purchases of property and equipment of $1.3 million, partially offset by proceeds from maturities of available-for-sale securities of $20.5 million.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2026 was $73.6 million, primarily attributable to sales of common stock through the 2025 ATM Offering Program, net of commissions and offering-related costs of $72.5 million, proceeds from exercise of stock options of $1.0 million and proceeds from employee stock purchase plan of $0.6 million, partially offset by principal payments of vendor financing arrangements of $0.7 million.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2026 was $72.9 million, primarily attributable to sales of common stock through the 2025 ATM Offering Program, net of commissions of $73.1 million, proceeds from exercise of stock options of $1.2 million and proceeds from employee stock purchase plan of $0.6 million, partially offset by principal payments under vendor financing arrangements of $1.1 million and payments ofoffering-related costs of$1.1 million related to the 2025 ATM Offering Program.

Previous wording

We are an emerging growth company, as defined in the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act for the adoption of certain accounting standards until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. See Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in the notes to our consolidated financial statements included on our 2025 Form 10-K. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Current wording

We are an emerging growth company, as defined in the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act for the adoption of certain accounting standards until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. See Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in the notes to our consolidated financial statements included in our 2025 Form 10-K. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.