GRID DYNAMICS HOLDINGS, INC.
For the period ended Sep 30, 2026. Filed Oct 30, 2026.
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Sep 30, 2026 · Filed Oct 30, 2026
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Notes to Condensed Consolidated Financial Statements
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 —Nature of operations and summary of significant accounting policies
Grid Dynamics Holdings, Inc. (the “Company”) is a leading provider of enterprise artificial intelligence (“AI”) and digital transformation services, primarily serving Fortune 1000 corporations. The Company provides consulting, engineering, and operational services designed to enable customers to build and deploy large-scale digital platforms. The Company’s core service offerings encompass distributed systems architecture, real-time data analytics, machine learning, natural language processing, and cloud platform engineering. Additionally, the Company offers specialized services in Internet of Things (“IoT”), edge computing, and digital engagement. The Company’s headquarters and principal place of business is in San Ramon, California.
The following is a summary of critical accounting policies consistently applied in the preparation of the accompanying unaudited condensed consolidated financial statements. A full description of our significant accounting policies is provided in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (“SEC”) on March 5, 2026.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of the Company’s management, necessary for the fair presentation of the results of operations for the interim periods. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 5, 2026.
Principles of consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries that are directly or indirectly owned or controlled. Intercompany transactions and balances have been eliminated upon consolidation.
The Company provides services to its customers utilizing its own personnel as well as personnel from subcontractors. One of the subcontractors (the “Affiliate”) exclusively supports and performs services on behalf of the Company and its customers. The Company had no ownership in the Affiliate as of September 30, 2026. The Company is required to apply accounting standards which address how a business enterprise should evaluate whether it has a controlling financial interest in a variable interest entity (“VIE”) through means other than voting rights and accordingly should determine whether or not to consolidate the entity. The Company has determined that it is required to consolidate the Affiliate because the Company has the power to direct the VIE’s most significant activities and is the primary beneficiary of the Affiliate. The assets and liabilities of the Affiliate primarily consist of inter-company balances and transactions, all of which have been eliminated in consolidation. There was minimal activity in the Affiliate during the three and nine months ended September 30, 2026.
Use of estimates
The preparation of the unaudited condensed consolidated financial statements in accordance with the U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company evaluates its estimates on an ongoing basis including allowance for credit losses, determination of fair value, useful lives and recoverability of intangible assets and goodwill, valuation of stock-based compensation and contingent consideration payable, determination of provision for income taxes, deferred tax assets and liabilities and uncertain tax positions. The Company builds its estimates on historical data and assumptions as well as forward-looking expectations that the Company believes to be reasonable under current conditions and circumstances. Actual results could differ from these estimates and such differences could be material.
Allowance for credit losses
The Company maintains an allowance for credit losses against accounts receivable and unbilled receivables for the expected credit losses over the contractual life of the receivables. The allowance is estimated using loss rates applied to receivables pooled by customer industry, based on historical loss experience, adjusted for current conditions and reasonable and supportable forecasts about future economic conditions. Receivables that do not share risk characteristics with a pool are assessed individually. As of September 30, 2026 and December 31, 2025, the Company recorded $4.4 million and $3.7 million of allowance for credit losses, respectively.
Accumulated other comprehensive income/(loss)
Accumulated other comprehensive income/(loss) consists of changes in the cumulative foreign currency translation adjustments, unrealized gains and losses on designated cash flow hedges, and actuarial gains and losses on the Company’s defined benefit pension plans. Actuarial gains and losses are initially deferred in accumulated other comprehensive income/(loss) and amortized into net periodic benefit cost in future periods to the extent they exceed the corridor threshold under ASC 715, Compensation — Retirement Benefits(Topic 715). The Company recognizes the overfunded or underfunded status of its defined benefit plans as an asset or liability in its consolidated balance sheets.
Prior period reclassifications
Certain amounts on the unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of stockholders’ equity, unaudited condensed consolidated statements of cash flows, and certain verticals classifications in prior periods have been reclassified to conform with the current period presentation.
Recently issued accounting pronouncements
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s Accounting Standards Codification (“ASC”). The Company will adopt these changes according to the various timetables the FASB specifies. There were no recently adopted accounting pronouncements that had a material impact on the Company’s consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This update establishes specific guidance for the recognition, measurement, and presentation of government grants received by business entities. The amendments are effective for annual reporting periods beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted as of the beginning of an annual reporting period. The Company is currently evaluating the timing of adoption and the impact of this standard on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Accounting for Internal-Use Software Costs. The update simplifies the accounting for internal-use software by eliminating the project stage framework and replacing it with a new capitalization threshold based on whether significant development uncertainty exists. Under the new guidance, costs cannot be capitalized if the software involves novel technological innovations or if significant performance requirements remain undefined or subject to revision. The amendment is effective for annual periods beginning after December 15, 2027, with early adoption permitted using a prospective, modified, or retrospective transition approach. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures, as well as the available transition methods.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring more detailed information about the types of expenses included in certain expense captions presented in the consolidated statements of income. Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. The new guidance is effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027 on a prospective or retrospective basis, with an early adoption permitted. The Company’s annual reporting requirements relating to this ASU will be effective for fiscal year 2027. The Company is in the process of analyzing the impact of the ASU on related disclosures.
The Company does not believe any other new accounting pronouncements issued by the FASB that have not become effective will have a material impact on its consolidated financial statements.
Note 2 —Acquisitions
On May 19, 2026, the Company acquired Ekumen Inc., CR77 SRL, and Gethen GmbH (collectively referred to as “Ekumen”) for a purchase price of $18.3 million, including cash paid at closing of $16.8 million and contingent consideration with an acquisition-date fair value of $1.6 million. The maximum amount of potential contingent cash consideration is $2.5 million, subject to attainment of certain revenue and gross margin metrics within 12 months. Ekumen is a Buenos Aires-based Robotics and Physical AI Product Engineering group with more than 13 years of experience delivering industrial robotics solutions for leading companies across the Americas, Spain, and Germany. This acquisition significantly expanded the Company’s capabilities to design, build and deploy production-grade robotic systems and agentic AI for enterprise customers.
Assets acquired and liabilities assumed
The following table summarizes the fair values of the assets acquired and liabilities assumed as of September 30, 2026.
The estimated fair values are provisional and are subject to subsequent adjustments as additional information is obtained during the applicable measurement period. The primary provisional amounts include certain working capital accounts that are not yet finalized. During the three months ended September 30, 2026, the Company recorded measurement-period adjustments to the provisional purchase price allocation, which increased goodwill by $0.6 million. The Company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date.
| Ekumen | |
|---|---|
| (in thousands) | |
| Cash and cash equivalents | $2,725 |
| Accounts receivable(1) | 1,553 |
| Prepaid expenses and other current assets | 81 |
| Intangible assets | 10,156 |
| Goodwill(2) | 8,354 |
| Property and equipment, and other noncurrent assets | 52 |
| Total assets acquired | $22,921 |
| Accounts payable, accrued expenses and other current liabilities | $(1,885) |
| Deferred taxes | (2,704) |
| Total liabilities assumed | $(4,589) |
| Purchase price allocation | $18,332 |
(1)The estimated fair values of accounts receivable equaled their gross contractual amounts due as of the acquisition date.
(2)The goodwill recognized as a result of the Ekumen acquisition is primarily attributed to the value the Company expects to achieve through growth opportunities globally as well as the assembled workforce acquired. The goodwill is not deductible for income tax purposes.
The estimated fair value, useful lives and amortization methods of identifiable intangible assets as of the date of acquisition updated for any changes during the nine months ended September 30, 2026 are as follows:
| Ekumen | ||
|---|---|---|
| Fair Value | Useful Life | |
| (dollars in thousands) | ||
| Customer relationships | $9,590 | 8 years |
| Trade name | 566 | 3 years |
| Total identified intangible assets | $10,156 | |
Effect on operating results
During the three and nine months ended September 30, 2026, net income from Ekumen since the date of acquisition was not material. Pro forma results of operations have not been presented for Ekumen because the effect of the acquisition on the Company’s unaudited condensed consolidated financial statements was not material.
Note 3 —Fair value
Estimates of fair value of financial instruments not carried at fair value on a recurring basis are generally subjective in nature, and are determined as of a specific point in time based on the characteristics of the financial instruments and relevant market information. The Company’s financial assets and liabilities are generally short-term in nature; therefore, the carrying value of these items approximates their fair value. The following table summarizes certain fair value information as of September 30, 2026 and December 31, 2025 for financial assets and liabilities measured at fair value on a recurring basis, as well as estimated fair values of certain other financial assets and liabilities not measured on a recurring basis:
| Fair Value Hierarchy | |||||
|---|---|---|---|---|---|
| Balance | Estimated Fair Value | Level 1 | Level 2 | Level 3 | |
| (in thousands) | |||||
| Financial Assets: | |||||
| Cash equivalents: | |||||
| Money market funds | $241,337 | $241,337 | $241,337 | $— | $— |
| Long-term investments: | |||||
| Non-marketable equity securities(1) | $1,250 | ||||
| Financial Liabilities: | |||||
| Contingent consideration payable | $1,622 | $1,622 | $— | $— | $1,622 |
| Foreign exchange derivative liabilities | $642 | $642 | $— | $642 | $— |
| Financial Assets: | |||||
| Cash equivalents: | |||||
| Money market funds | $271,513 | $271,513 | $271,513 | $— | $— |
| Foreign exchange derivative assets | $196 | $196 | $— | $196 | $— |
| Long-term investments: | |||||
| Non-marketable equity securities(1) | $1,250 | ||||
| Financial Liabilities: | |||||
| Contingent consideration payable | $3,370 | $3,370 | $— | $— | $3,370 |
(1)Equity securities that do not have readily determinable fair value and are measured at cost.
Contingent consideration payable
The fair value of contingent consideration payable is determined using the Monte-Carlo model, which is primarily based on projected financial results of acquired business adjusted to market risk assumptions, probability of achievement of performance targets set in purchase agreements and respective discount rates. Even though there is significant judgment involved, the Company believes its estimates and assumptions are reasonable. Changes in financial projections, discount rates, timing and amount of specific milestone estimates, as well as probability assumptions related to achieving the various performance milestones, would result in a change in the fair value of the recorded contingent consideration payable. Such changes, if any, are recorded in Other income, net in the unaudited condensed consolidated statement of income.
In February 2026, the Company amended the earnout arrangement associated with the acquisition of Mobile Computing completed in October 2024. Pursuant to the amendment, the earnout consideration attributable to the initial performance period was settled at $1.8 million, which was paid in February 2026. The remaining maximum aggregate earnout consideration of $1.0 million is subject to an additional performance period ending December 31, 2026, based on the revenue performance of the acquired business.
During the three months ended June 30, 2026, the Company completed the acquisition of Ekumen pursuant to which the Company committed to make a cash earnout payment subject to attainment of specific performance targets within a period ending May 19, 2027.
The following table presents the weighted average discount rates for risk-free performance targets and time value used to determine fair values of contingent consideration payable for Ekumen and Mobile Computing as of September 30, 2026:
| Ekumen | Mobile Computing | |
|---|---|---|
| Weighted average discount rate for risk-free performance targets | 13.3% | 8.5% |
| Discount rate for credit risk and time value | 1.5% | 1.8% |
The Company records short-term contingent consideration payable in Accrued expenses and other current liabilitiesin its unaudited condensed consolidated balance sheet. A reconciliation of the beginning and ending balances of Level 3 acquisition-related contingent consideration payable using significant unobservable inputs for the nine months ended September 30, 2026 is as follows:
| Amount | |
|---|---|
| (in thousands) | |
| Contingent consideration payable as of January 1, 2026 | $3,370 |
| Acquisition date fair value of contingent consideration payable — Ekumen | 1,555 |
| Payment of contingent consideration — JUXT | (370) |
| Payment of contingent consideration — Mobile Computing | (1,750) |
| Change in fair value of contingent consideration payable included in Other income, net — Mobile Computing | (1,183) |
| Contingent consideration payable as of September 30, 2026 | $1,622 |
Note 4 —Property and equipment, net
Property and equipment, net consisted of the following:
| EstimatedUsefulLife · As of | |||
|---|---|---|---|
| September 30,2026 · December 31,2025 | |||
| (in years) · (in thousands) | |||
| Computers and equipment | 2-6 | $19,849 | $19,111 |
| Software | 3-5 | 1,726 | 1,388 |
| Furniture and fixtures | 3-10 | 1,702 | 1,763 |
| Leasehold improvements | 2-8 | 1,559 | 1,580 |
| Office equipment | 2-5 | 853 | 779 |
| Vehicles | 5 | 126 | 129 |
| $25,815 | $24,750 | ||
| Less: Accumulated depreciation and amortization | (19,734) | (18,334) | |
| $6,081 | $6,416 | ||
| Capitalized software development costs | 2 | $36,079 | $29,348 |
| Less: Accumulated amortization | (25,213) | (18,098) | |
| $10,866 | $11,250 | ||
| Property and equipment, net | $16,947 | $17,666 | |
Note 5 —Intangible assets, net
Intangible assets, net consisted of the following:
| EstimatedUsefulLife · As of | |||
|---|---|---|---|
| September 30,2026 · December 31,2025 | |||
| (in years) · (in thousands) | |||
| Customer relationships | 8-12 | $63,241 | $53,875 |
| Tradenames | 2-10 | 7,563 | 7,012 |
| Acquired software | 2.5 | 995 | 995 |
| Non-compete agreements | 2 | 584 | 584 |
| $72,383 | $62,466 | ||
| Less: Accumulated amortization | (26,723) | (20,858) | |
| Intangible assets, net | $45,660 | $41,608 | |
Based on the carrying value of the Company’s existing intangible assets as of September 30, 2026, the estimated amortization expense for the future years is as follows:
| Amount | |
|---|---|
| (in thousands) | |
| 2026 (excluding nine months ended September 30, 2026) | $2,076 |
| 2027 | 7,867 |
| 2028 | 7,721 |
| 2029 | 7,089 |
| 2030 | 7,001 |
| Thereafter | 13,906 |
| Total | $45,660 |
Note 6 —Accrued expenses and other current liabilities
The components of accrued expenses and other current liabilities were as follows:
| As of | ||
|---|---|---|
| September 30,2026 | December 31, 2025 | |
| (in thousands) | ||
| Accrued expenses | $6,439 | $6,131 |
| Accrued income taxes | 5,732 | 2,159 |
| Value added tax payable | 2,388 | 1,514 |
| Refund liability | 943 | 1,081 |
| Contingent consideration payable, current | 67 | 3,370 |
| Other liabilities | 2,258 | 2,353 |
| Total accrued expenses and other current liabilities | $17,827 | $16,608 |
Note 7 —Debt
Revolving Credit Facility — On March 15, 2022, the Company entered into a Credit Agreement (as amended, the “Credit Agreement”) by and among the Company, as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders. The Credit Agreement provides for a secured multi-currency revolving loan facility with an initial aggregate principal amount of up to $30.0 million, with a $10.0 million letter of credit sub-limit. The Company may increase the size of the revolving loan facility up to $50.0 million, subject to certain conditions and additional commitments from existing and/or new lenders. On May 20, 2025, the Credit Agreement was amended to extend its maturity to March 15, 2028.
At the Company’s option, borrowings under the Credit Agreement accrue interest at a per annum rate based on either (i) the base rate plus a margin ranging from 1.0% to 1.5%, (ii) an adjusted term Secured Overnight Financing Rate (“SOFR”) or adjusted the Euro Interbank Offer Rate (“EURIBOR”) (based on one, three or six-month interest periods) plus a margin ranging from 2.0% to 2.5%, or (iii) an adjusted daily simple SOFR rate (or SONIA rate in the case of loans denominated in pounds sterling, or SARON rate in the case of loans denominated in Swiss francs), plus a margin ranging from 2.0% to 2.5%, in each case, with the applicable margin determined based on the Company’s consolidated total leverage ratio. The Company is also obligated to pay other closing fees, administration fees, commitment fees and letter of credit fees customary for a credit facility of this size and type.
The Company’s obligations under the Credit Agreement are required to be guaranteed by certain of its domestic subsidiaries meeting materiality thresholds set forth in the Credit Agreement. Such obligations, including the guaranties, are secured by substantially all of the personal property of the Company and the Company’s subsidiary guarantors.
The Credit Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its subsidiaries to, among other things, incur debt, grant liens, undergo certain fundamental changes, make investments and acquisitions, make certain restricted payments, dispose of assets, enter into certain transactions with affiliates, and enter into burdensome agreements, in each case, subject to limitations and exceptions set forth in the Credit Agreement. The Company is also required to maintain compliance with a consolidated total leverage ratio, determined in accordance with the terms of the Credit Agreement. As of September 30, 2026, the Company was in compliance with all covenants contained in the Credit Agreement.
As of September 30, 2026 and December 31, 2025, the Company didnot have any outstanding debt under the Credit Agreement.
Note 8 —Revenues
Disaggregation of revenues
The tables below present disaggregated revenues from contracts with customer by customer location, industries and contract-types. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of its revenues and cash flows are affected by industry, market and other economic factors. The Company has a single reportable segment for the three and nine months ended September 30, 2026 and 2025.
The following table shows the disaggregation of the Company’s revenues by major customer location. Revenues are attributed to geographic regions based upon location of the customer served irrespective of the location billed, or the location of the delivery center performing the work. Substantially all of the revenue in our North America region relates to operations in the United States.
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Customer Location · (in thousands) | ||||
| North America | $79,584 | $71,925 | $225,233 | $215,695 |
| Europe | 26,375 | 22,829 | 76,046 | 62,647 |
| Other | 8,335 | 9,409 | 25,279 | 27,331 |
| Revenues | $114,294 | $104,163 | $326,558 | $305,673 |
The following table shows the disaggregation of the Company’s revenues by main vertical markets:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Vertical · (in thousands) | ||||
| Technology, Media and Telecom | $36,964 | $28,579 | $102,080 | $77,369 |
| Retail | 31,065 | 27,412 | 87,488 | 87,412 |
| Finance | 25,700 | 25,623 | 74,890 | 76,037 |
| CPG/Manufacturing(1) | 12,479 | 12,451 | 35,823 | 34,904 |
| Healthcare and Pharma | 2,072 | 2,422 | 6,335 | 7,383 |
| Other | 6,014 | 7,676 | 19,942 | 22,568 |
| Revenues | $114,294 | $104,163 | $326,558 | $305,673 |
(1)CPG stands for Consumer Packaged Goods.
The following table shows the disaggregation of the Company’s revenues by contract types:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Contract Type · (in thousands) | ||||
| Time-and-material | $107,098 | $96,448 | $303,164 | $282,693 |
| Fixed-fee | 7,196 | 7,121 | 23,394 | 21,166 |
| Other revenues | — | 594 | — | 1,814 |
| Revenues | $114,294 | $104,163 | $326,558 | $305,673 |
Contract balances
A contract asset is a right to consideration that is conditional upon factors other than the passage of time. A contract liability, or deferred revenue, consists of advance payments and billings in excess of revenues recognized.
The Company’s contract balances as of the below dates were as follows:
| As of | |||
|---|---|---|---|
| September 30,2026 | December 31, 2025 | December 31, 2024 | |
| (in thousands) | |||
| Trade receivables, net: | |||
| Billed receivables | $84,712 | $71,260 | $64,754 |
| Unbilled receivables | $11,254 | $8,225 | $4,617 |
| Contract liabilities in Accrued expenses and other current liabilities | $871 | $1,469 | $2,690 |
As of September 30, 2026, December 31, 2025 and 2024, the Company didnot have contract assets recorded in its condensed consolidated balance sheets.
During the three and nine months ended September 30, 2026, the Company recognized $0.6 million and $1.0 million of revenues, respectively, that were included in Accrued expenses and other current liabilities at December 31, 2025. During the three and nine months ended September 30, 2025, the Company recognized $0.3 million and $2.6 million of revenues, respectively, that were included in Accrued expenses and other current liabilities at December 31, 2024.
Remaining performance obligations
ASC Topic 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of September 30, 2026. This disclosure is not required for:
1)contracts with an original duration of one year or less, including contracts that can be terminated for convenience without a substantive penalty,
2)contracts for which the Company recognizes revenues based on the right to invoice for services performed,
3)variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with ASC 606-10-25-14(b), for which the criteria in ASC 606-10-32-40 have been met, or
4)variable consideration in the form of a sales-based or usage-based royalty promised in exchange for a license of intellectual property.
All of our performance obligations met one or more of these exemptions as of September 30, 2026.
Customer concentration
The following table shows the amount of revenue derived from each customer exceeding 10% of the Company’s revenues:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Customer 1 | 17.9% | 16.4% | 17.5% | 15.3% |
The following table shows the number of customers exceeding 10% of the Company’s billed and unbilled receivables balances:
| As of | ||
|---|---|---|
| September 30,2026 | December 31,2025 | |
| Billed receivables | 2 | 1 |
| Unbilled receivables | 2 | 2 |
Transactions with related parties
During the three and nine months ended September 30, 2026 and 2025, the Company conducted transactions with a number of companies affiliated with the members of the Company’s Board of Directors. As a result, during the three and nine months ended September 30, 2026, the Company recorded revenues from related parties of $8.1 million and $24.4 million, respectively. During the same periods of 2025, the Company recorded revenues from related parties of $8.1 million and $22.3 million, respectively. As of September 30, 2026 and December 31, 2025, billed receivables from related parties were $5.4 million and $4.6 million, respectively. Unbilled receivables from related parties as of September 30, 2026 and December 31, 2025 were $0.4 million and $0.3 million, respectively.
Note 9 —Leases
A major part of the Company’s lease obligations is for office real estate. The Company may also lease corporate apartments, cars and office equipment. Payments on some of our leases may depend on index or rate, including Consumer Price Index. Such payments are included in the calculation of lease liability and assets at the commencement dates, all future changes are accounted as variable payments similar to other variable payments, such as common area maintenance, property and other taxes, utilities and insurance that are based on the lessor’s cost.
The Company’s leases have remaining lease terms ranging from 0.2 to 4.8 years as of September 30, 2026. Certain lease agreements may include the option to extend or terminate before the end of the contractual term and are often non-cancelable or cancellable only by the payment of penalties. The Company includes these options in the lease term when it is reasonably certain that they will be exercised.
As of September 30, 2026 and December 31, 2025, the Company had no finance leases.
Operating lease expense is recorded on a straight-line basis over the lease term. During the three and nine months ended September 30, 2026 and 2025, lease costs were as follows:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands) | ||||
| Operating lease cost | $1,774 | $1,555 | $4,971 | $4,493 |
| Variable lease cost | 372 | 229 | 728 | 479 |
| Short-term lease cost | 205 | 334 | 727 | 763 |
| Total lease cost | $2,351 | $2,118 | $6,426 | $5,735 |
Supplemental information related to operating lease transactions is as follows:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands) | ||||
| Lease liability payments | $1,745 | $1,533 | $5,115 | $4,369 |
| Lease right-of-use assets obtained in exchange for liabilities | $71 | $— | $2,988 | $3,118 |
| Non-cash net increase/(decrease) in lease assets due to lease modifications | $283 | $(74) | $67 | $1,787 |
| Non-cash net (increase)/decrease in lease liability due to lease modifications | $(283) | $74 | $(67) | $(1,669) |
Weighted average remaining lease term and discount rate as of September 30, 2026 and December 31, 2025 were as follows:
| As of | ||
|---|---|---|
| September 30,2026 | December 31,2025 | |
| Weighted average remaining lease term, in years | 3.4 | 3.7 |
| Weighted average discount rate | 7.7% | 7.6% |
As of September 30, 2026, operating lease liabilities will mature as follows:
| Lease Payments | |
|---|---|
| (in thousands) | |
| 2026 (excluding nine months ended September 30, 2026) | $2,022 |
| 2027 | 5,750 |
| 2028 | 4,109 |
| 2029 | 3,224 |
| 2030 | 2,369 |
| Thereafter | 301 |
| Total lease payments | 17,775 |
| Less: imputed interest | (2,199) |
| Total | $15,576 |
There were no lease agreements signed with related parties as of September 30, 2026 and December 31, 2025.
The Company does not have finance lease agreements that had not yet commenced.
Note 10 —Income taxes
The Company recorded income tax expense of $5.2 million and $1.9 million for the three months ended September 30, 2026 and 2025, respectively. The Company’s effective tax rate was 45.8% and 62.3% for the third quarter of 2026 and 2025, respectively. The Company recorded income tax expense of $7.9 million and $3.5 million for the nine months ended September 30, 2026 and 2025, respectively. The Company’s effective tax rate was 51.0% and 27.4% during the nine months ended September 30, 2026 and 2025, respectively.
The change in the effective tax rate for the three months ended September 30, 2026, as compared to the same period in 2025, was attributable mainly to an increase in pre-tax book income in 2026 that reduced the impact of permanent adjustments related to equity compensation and executive compensation. The change in the effective tax rate for the nine months ended September 30, 2026, as compared to the same period in 2025, was attributable mainly to higher non-taxable income in the prior year, higher tax expense for stock-based compensation in the current year, and additional prior year state tax expense in the current year.
On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act includes certain changes to the U.S. tax law applicable to the Company in 2026. These changes include provisions allowing accelerated tax deductions for qualified property and research expenditures, including immediate expensing for qualifying domestic research expenditures, and revisions to the U.S. taxation of profits derived from international operations. The Act did not have a material impact on the Company's consolidated financial statements for the three and nine months ended September 30, 2026.
Note 11 —Stockholders’ equity
Stock-based compensation expense
Employee stock-based compensation cost recognized in the unaudited condensed consolidated statements of income was as follows:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands) | ||||
| Cost of revenues | $376 | $529 | $1,219 | $1,663 |
| Engineering, research, and development | 293 | 560 | 1,037 | 2,372 |
| Sales and marketing | 808 | 939 | 2,527 | 3,885 |
| General and administrative | 3,832 | 4,328 | 13,409 | 15,896 |
| Total stock-based compensation | $5,309 | $6,356 | $18,192 | $23,816 |
Stock Options
2018 Stock Plan
Stock option activity under the Company’s 2018 Stock Plan is set forth below:
| Number of Options | Weighted Average Exercise Price | Aggregate Intrinsic Value (in thousands) | Weighted Average Contractual Term (in years) | |
|---|---|---|---|---|
| Options outstanding as of January 1, 2026 | 1,240,525 | $3.54 | $6,811 | |
| Options exercised | (12,795) | $3.54 | ||
| Options outstanding as of September 30, 2026 | 1,227,730 | $3.54 | $5,328 | 2.3 |
| Options vested and exercisable as of September 30, 2026 | 1,227,730 | $3.54 | $5,328 | 2.3 |
As of September 30, 2026, the Company fully recognized stock-based compensation costs related to 2018 Stock Plan options.
2020 Equity Incentive Plan
As of September 30, 2026,5.0 million shares were available for grant under 2020 Equity Incentive Plan, as amended (“2020 Plan”).
Stock option activity under the Company’s 2020 Plan is set forth below:
| Number of Options | Weighted Average Exercise Price | Aggregate Intrinsic Value (in thousands) | Weighted Average Contractual Term (in years) | |
|---|---|---|---|---|
| Options outstanding as of January 1, 2026 | 2,502,500 | $12.61 | $833 | |
| Options exercised | (2,500) | $7.50 | ||
| Options forfeited | (29,386) | $12.06 | ||
| Options expired | (292,557) | $12.03 | ||
| Options outstanding as of September 30, 2026 | 2,178,057 | $12.70 | $29 | 4.7 |
| Options vested and exercisable as of September 30, 2026 | 2,098,172 | $12.74 | $29 | 4.6 |
The Company elected the policy to account for forfeitures upon occurrence. The total unrecognized compensation expenses related to 2020 Stock Plan options as of September 30, 2026 were $0.4 million to be expensed on a straight-line basis over the remaining 0.6 years.
Restricted Stock Units (“RSUs”)
RSUs granted do not participate in earnings or dividends, and do not have voting rights until vested.
The following table summarizes activity of the Company’s RSUs for the nine months ended September 30, 2026:
| Number of Shares | Weighted Average Grant Date Fair Value | |
|---|---|---|
| Unvested awards as of January 1, 2026 | 1,225,283 | $14.30 |
| Awards granted | 1,182,200 | $8.10 |
| Awards vested and released | (521,164) | $14.68 |
| Awards forfeited | (88,162) | $10.86 |
| Unvested awards as of September 30, 2026 | 1,798,157 | $10.28 |
The total unrecognized compensation expenses related to 2020 Stock Plan RSUs as of September 30, 2026 were $14.1 million to be expensed on a straight-line basis over 2.2 years.
Performance Stock Units (“PSUs”)
The following table summarizes activity of the Company’s PSUs for the nine months ended September 30, 2026:
| Number of Shares | Weighted Average Grant Date Fair Value | |
|---|---|---|
| Unvested awards as of January 1, 2026(1) | 1,769,358 | $15.84 |
| Awards granted | 697,500 | $9.66 |
| Performance achievement adjustment | 132,037 | $11.12 |
| Modifier adjustments rTSR | (207,551) | $— |
| Modifier adjustments rCAGR | 38,211 | $17.89 |
| Awards vested and released | (1,080,953) | $16.21 |
| Awards forfeited | (28,820) | $14.77 |
| Unvested awards as of September 30, 2026(2) | 1,319,782 | $14.37 |
(1)Reported at the estimated performance adjustment of 206% for the tranches based on performance for the year ended December 31, 2025 and 131% for the remaining tranches.
(2)Reported at the estimated performance achievement of 141% for the tranches based on expected performance for the year ending December 31, 2026 and 100% for the remaining tranches.
The total estimated unrecognized compensation expenses related to 2020 Stock Plan PSUs as of September 30, 2026 were $5.9 million to be expensed over 1.0 years.
Stock Repurchase Program
On October 23, 2025, the Board of Directors authorized a share repurchase program of up to $50.0 million of the Company’s common stock. The Company accounts for treasury stock under the cost method and reports it as a reduction of stockholders’ equity in the consolidated balance sheets.
During the three and nine months ended September 30, 2026, the Company repurchased 0.9 million and 5.3 million shares of common stock for $6.7 million and $35.5 million, respectively, in cash. These shares are held as treasury stock. Accordingly, as of September 30, 2026, $12.5 million remained available for future repurchases under the program.
Note 12 —Earnings per share
The following table sets forth the computation of basic and diluted earnings per share as follows:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands, except per share data) | ||||
| Numerator for basic and diluted income per share | ||||
| Net income | $6,164 | $1,177 | $7,543 | $9,362 |
| Denominator: | ||||
| Weighted-average shares outstanding – basic | 80,722 | 84,695 | 82,547 | 84,467 |
| Net effect of dilutive stock options and restricted stock units | 1,172 | 1,144 | 1,029 | 2,273 |
| Weighted-average shares outstanding – diluted | 81,894 | 85,839 | 83,576 | 86,740 |
| Income per share | ||||
| Basic | $0.08 | $0.01 | $0.09 | $0.11 |
| Diluted | $0.08 | $0.01 | $0.09 | $0.11 |
The following table represents the number of share equivalents outstanding during the period that were excluded from the calculation of diluted net income per share attributable to common stockholders because including them would have had an anti-dilutive effect.
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands) | ||||
| Stock options to purchase common stock | 2,312 | 1,637 | 2,386 | 1,403 |
| Restricted stock units | 563 | 1,195 | 1,211 | 217 |
| Performance stock units | 296 | 603 | 556 | 593 |
| Total | 3,171 | 3,435 | 4,153 | 2,213 |
Note 13 —Segment and geographic information
Operating segments are components of the Company for which separate financial information is available and is regularly reviewed and evaluated by the chief operating decision maker (“CODM”) to assess performance of each operating segment and to allocate resources. The Company’s CODM is the Chief Executive Officer (“CEO”).
The Company operates as a single operating segment engaged in delivery of various software development and hosting services to customers across itsfive main industry-based verticals: Retail; Finance; Technology, Media and Telecom (“TMT”); CPG/Manufacturing; and Healthcare and Pharma. The Company derives revenues from multiple locations; however, North America continues to be its main sales market.
The Company’s determination that it operates as a single segment is based on the financial information regularly reviewed by the CODM. The CODM assesses core operating performance and allocates operating and capital resources of the Company based on gross profit, income/(loss) from operations and net income/(loss) that are also reported on the unaudited condensed consolidated statements of income. All three metrics are used to analyze budget-to-actual variances on a monthly and quarterly basis and to decide on the allocation of operating and capital resources to a single segment or new acquisitions. Additionally, the CODM reviews operating expenses, including cost of revenues, engineering, research, and development, sales and marketing, general and administrative expenses and trade receivables at the consolidated level to manage the Company’s operations. The Company does not generate, analyze and evaluate any discrete financial information for individual verticals or sales markets as of the reporting date. The CODM does not evaluate operating performance using asset or liability information.
Geographic Information
The following table presents revenues by customer location for the three and nine months ended September 30, 2026 and 2025. The Company attributes customers to respective countries based upon the location of the customer served.
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands) | ||||
| United States | $79,425 | $71,925 | $224,833 | $215,607 |
| United Kingdom | 14,396 | 11,715 | 40,482 | 33,536 |
| India | 4,507 | 3,955 | 13,364 | 9,512 |
| Poland | 3,961 | 3,650 | 11,596 | 10,542 |
| Other | 12,005 | 12,918 | 36,283 | 36,476 |
| Total Revenues | $114,294 | $104,163 | $326,558 | $305,673 |
Long-lived assets include property and equipment, net of accumulated depreciation and amortization. Physical locations and values of the Company’s long-lived assets are summarized below:
| As of | ||
|---|---|---|
| September 30,2026 | December 31,2025 | |
| (in thousands) | ||
| Poland | $5,677 | $5,672 |
| Ukraine | 2,284 | 2,174 |
| Serbia | 1,901 | 2,375 |
| United States | 1,659 | 1,491 |
| Armenia | 1,335 | 1,364 |
| Moldova | 1,260 | 1,329 |
| Other | 2,831 | 3,261 |
| Total | $16,947 | $17,666 |
Note 14 —Commitments and contingencies
Legal Matters
The Company is subject to legal proceedings and claims that arise in the ordinary course of its business. Management evaluates each claim and provides for potential loss when the claim is probable to be paid and reasonably estimable. While adverse decisions in certain of these litigation matters, claims and administrative proceedings could have a material effect on a particular period’s results of operations, subject to the uncertainties inherent in estimating future costs for contingent liabilities, management believes that any future accruals with respect to these currently known contingencies would not have a material effect on the financial condition, liquidity or cash flows of the Company. There were no material amounts required to be reflected in these unaudited condensed consolidated financial statements related to contingencies.
Note 15 —Subsequent events
The Company performed its subsequent event procedures through October 29, 2026, the date these unaudited condensed consolidated financial statements were issued.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.