Unity Software Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
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Notes to Condensed Consolidated Financial Statements
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UNITY SOFTWARE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- Accounting Policies
Basis of Presentation and Consolidation
We prepared the accompanying unaudited condensed consolidated financial statements in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") and applicable rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. The condensed consolidated financial statements include the accounts of Unity Software Inc., its wholly owned subsidiaries, and entities consolidated under the voting interest model. We have eliminated all intercompany balances and transactions. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, all adjustments, which include normal recurring adjustments necessary for a fair presentation, have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year or other periods. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our 2025 Annual Report on Form 10-K.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. For us, these estimates are used for, but not limited to, revenue recognition, contingent liabilities, the measurement of liabilities for uncertain tax positions and deferred tax assets and liabilities, the measurement of liabilities for future payments related to employee separation, the fair value of stock-based compensation, the fair value of redeemable noncontrolling interests, the fair value and useful lives of long-lived assets, and the fair value of equity investments where we use the measurement alternative. Actual results could differ from those estimates, and such differences could be material to our financial position and results of operations.
We evaluate intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. In March 2026, we announced we would sunset the ironSource Ads Network, one of our monetization networks, effective April 30, 2026, and we began the process of exiting our Supersonic game publishing business. Due to this event, we evaluated the long-lived assets associated with those businesses and determined that the undiscounted cash flows were less than the carrying value of the asset group.
As a result, during the first quarter of 2026 we recorded $279 million of impairment charges, including $227 million within cost of revenue, and $47 million within sales and marketing expense. These impairment charges reduced our Intangible assets, net by $271 million, including $225 million in "Developed technology" and $46 million in "Customer relationships". The fair values of these assets were determined using a combined discounted cash flow analysis and market approach.
Furthermore, as a result of this evaluation, we revised our estimates of the remaining useful lives for certain assets within the asset group, fromtwo tothree years down toone totwo years, effective April 1, 2026. These assets are primarily included in “Intangible assets, net” on our consolidated balance sheets, and are “developed technology” within intangible assets. The shortened useful lives are due to the shortened remaining time that Unity intends to operate these related businesses, as discussed in the above announcement. The effect of this change in estimate for the three months ended September 30, 2026, was an increase in amortization expense and decrease in operating income of approximately $3 million, a reduction in net income of approximately $2 million, a decrease in our basic net income per
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share of approximately $0.01 per share, andno change to the diluted net income per share. The effect of this change in estimate for the nine months ended September 30, 2026, was an increase in amortization expense and decrease in operating income of approximately $6 million, an increase in net loss of approximately $4 million, and an increase in our basic and diluted net loss per share of approximately $0.01 per share.
Sale of Supersonic Business
As of June 30, 2026, we classified certain assets and liabilities associated with our Supersonic business as held-for-sale in connection with our strategic decision to exit the Supersonic business. We subsequently completed the sale of our Supersonic business on August 4, 2026. Proceeds from the sale were $38.0 million net of direct expenses incurred as part of the sale, and subject to certain post-close adjustments. This resulted in a gain on sale of business of $4.5 million for the three and nine months ended September 30, 2026, recorded primarily within general and administrative expense.
The assets sold consisted primarily of developed technology and customer relationship intangible assets, accounts receivable, and an allocated portion of goodwill associated with the Supersonic business. Upon classification as held-for-sale, the related long-lived assets ceased being depreciated or amortized. The liabilities sold primarily included publisher payables, accrued expenses, and other operating liabilities directly associated with Supersonic.
In connection with the held-for-sale classification, we evaluated the recoverability of long-lived assets within the Supersonic disposal group and subsequently measured the disposal group at the lower of its carrying amount and fair value less cost to sell. As a result of this evaluation, we recognized no impairment charges during the three and nine months ended September 30, 2026.
The following table summarizes the major classes of assets and liabilities which were classified as held-for-sale, and sold on August 4, 2026 (in thousands):
| As of | |
|---|---|
| August 4, 2026 | |
| Accounts receivable, net | $19,212 |
| Prepaid expenses and other | 866 |
| Property and equipment, net | 175 |
| Goodwill | 10,697 |
| Intangible assets, net | 21,992 |
| Assets held-for-sale | $52,942 |
| Accounts payable | $36 |
| Accrued expenses and other | 3,092 |
| Publisher payables | 14,928 |
| Other long-term liabilities | 1,453 |
| Liabilities held-for-sale | $19,509 |
Employee Separation and Restructuring Costs
In connection with our ongoing restructuring efforts, we incurred incremental employee separation costs and other non-employee charges of approximately $51 million in the nine months ended September 30, 2026, mainly related to the planned closure of Unity France. The majority of these incremental charges were recorded within research and development. As of September 30, 2026, we have accrued $24 million of these incremental employee separation costs, primarily in "Accrued expenses and other" on our condensed consolidated balance sheets.
In the nine months ended September 30, 2025, we incurred incremental employee separation costs of approximately $23 million, primarily within sales and marketing and research and development.
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Additionally, for the nine months ended September 30, 2025 we incurred $16 million of other restructuring costs, primarily related to office closures.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued a new Accounting Standards Update ("ASU 2024-03") amending the existing disclosure requirement for expenses within Statement of Operations, primarily requiring more disaggregated disclosure for certain costs and expenses on an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted, and can be applied on either a prospective or retroactive basis. We are currently evaluating ASU 2024-03 to determine its impact on our expense disclosures.
In September 2025, the FASB issued a new Accounting Standards Update ("ASU 2025-06") amending existing internal-use software guidance, changing the timing and thresholds for capitalizing these software costs. ASU 2025-06 is effective for annual and interim reporting periods beginning after December 15, 2027, with early adoption permitted and can be applied on either a prospective, modified, or retrospective basis. We are currently evaluating ASU 2025-06 to determine its impact on our financial statements.
- Revenue
The following table presents our revenue disaggregated by source, which also have similar economic characteristics (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Create Solutions | $165,070 | $152,359 | $479,335 | $456,519 |
| Grow Solutions | 457,022 | 318,256 | 1,197,463 | 890,040 |
| Total revenue | $622,092 | $470,615 | $1,676,798 | $1,346,559 |
The following table presents our revenue disaggregated by geography, based on the invoice address of our customers (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| United States | $144,463 | $130,741 | $428,656 | $379,396 |
| Greater China (1) | 157,444 | 90,458 | 372,573 | 239,235 |
| EMEA (2) | 184,715 | 147,953 | 508,659 | 441,262 |
| APAC (3) | 122,528 | 89,359 | 330,807 | 252,735 |
| Other Americas (4) | 12,942 | 12,104 | 36,103 | 33,931 |
| Total revenue | $622,092 | $470,615 | $1,676,798 | $1,346,559 |
(1) Greater China includes China, Hong Kong, and Taiwan.
(2)Europe, the Middle East, and Africa ("EMEA")
(3)Asia-Pacific, excluding Greater China ("APAC")
(4)Canada and Latin America ("Other Americas")
Accounts Receivable, Net
Accounts receivable are recorded at the original invoiced amount, net of allowances for uncollectible amounts. We estimate losses on uncollectible amounts based on expected losses, including our historical experience of actual losses. The estimated losses on uncollectible amounts are recorded in general and administrative expense on our condensed consolidated statements of operations. As of
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September 30, 2026 and December 31, 2025, the allowance for uncollectible amounts was $9.3 million and $10.9 million, respectively.
Sales Commissions
Sales commissions that have a benefit beyond one year are capitalized and amortized on a straight-line method over the expected period of benefit, which is generally three years. As of September 30, 2026, capitalized commissions, net of amortization, included in prepaid expenses and other and other assets were $3.7 million and $1.8 million, respectively. As of December 31, 2025, capitalized commissions, net of amortization, included in prepaid expenses and other and other assets were $5.4 million and $2.8 million, respectively.
During the three and nine months ended September 30, 2026, we recorded amortization costs of $1.5 million and $4.7 million, respectively, in sales and marketing expenses, as compared to $1.7 million and $5.5 million during the three and nine months ended September 30, 2025, respectively. We didnot incur any impairment losses for the three and nine months ended September 30, 2026 and 2025.
Contract Balances and Remaining Performance Obligations
Contract assets (unbilled receivables), primarily included in accounts receivable, net, are recorded when revenue is earned in advance of customer billing schedules. Unbilled receivables totaled $16.8 million and $15.8 million as of September 30, 2026 and December 31, 2025, respectively. The long term portion of those unbilled receivables was included in other long-term assets on our consolidated balance sheets, and was not material as of September 30, 2026 and December 31, 2025.
Contract liabilities (deferred revenue) relate to payments received in advance of performance under the contract. Revenue recognized during the nine months ended September 30, 2026 that was included in the deferred revenue balances at January 1, 2026 was $200 million.
Additionally, we have performance obligations associated with commitments in customer contracts to perform in the future that had not yet been recognized in our consolidated financial statements. For contracts with original terms that exceed one year, those commitments not yet recognized as of September 30, 2026, were $597 million and relate primarily to Create Solutions subscriptions, Enterprise Support, and Strategic Partnerships. These commitments generally extend over the nextone tofive years and we expect to recognize approximately $292 million or 49% of this revenue during the next 12 months.
- Financial Instruments
Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities.
Level 2—Valuations based on quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration.
Level 3—Valuations based on unobservable inputs reflecting our own assumptions used to measure assets and liabilities at fair value. These valuations require significant judgment.
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The following table summarizes, by major security type, our cash, cash equivalents, and restricted cash that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands):
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Fair Value (1) | ||
| Cash | $533,863 | $708,788 |
| Level 1: | ||
| Restricted cash and cash equivalents: | ||
| Restricted cash | $5,030 | $8,461 |
| Money market funds | 551,182 | 469,017 |
| Time deposits | 1,561,394 | 878,035 |
| Total restricted cash and cash equivalents | $2,117,606 | $1,355,513 |
| Total cash, cash equivalents, and restricted cash | $2,651,469 | $2,064,301 |
(1) Due to the highly liquid nature of our investments, amortized cost approximates fair value.
Nonrecurring Fair Value Measurements
We hold equity investments in certain unconsolidated entities without a readily determinable fair value. These investments represent less than a 20% voting interest in each of the entities, and we do not have significant influence over or control of the entities. We use the measurement alternative to account for adjustments to these investments for observable transactions for the same or similar investments of the same issuer in any given quarter. If we determine an impairment has occurred, the investment is written down to the estimated fair value. As of September 30, 2026 and December 31, 2025, such equity investments totaled $20.0 million and $35.0 million, respectively. We recorded a $15.0 million impairment charge related to the wind down of a single investment, during the nine months ended September 30, 2026. No other adjustments to the carrying value of these equity investments were recorded during the three and nine months ended September 30, 2026, and 2025.
- Investment in Unity China
The results of Unity China, of which third-party investors hold a 20.5% ownership interest, are included in our condensed consolidated financial statements. Under certain conditions we may be required to repurchase the third-party interest in Unity China. The redeemable noncontrolling interests in Unity China are recorded as temporary equity on our condensed consolidated balance sheet.
The following table presents the changes in redeemable noncontrolling interests (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Balance at beginning of period | $266,727 | $240,697 | $252,637 | $230,627 |
| Net income (loss) attributable to redeemable noncontrolling interests | 336 | (434) | 1,843 | 654 |
| Accretion for redeemable noncontrolling interests | 2,982 | 3,410 | 7,756 | 8,001 |
| Foreign currency translation and foreign exchange adjustments for redeemable noncontrolling interests | 3,234 | 1,487 | 11,043 | 5,878 |
| Balance at end of period | $273,279 | $245,160 | $273,279 | $245,160 |
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- Leases
We have operating leases for offices, which have remaining lease terms of up toeleven years.
Components of lease expense were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Operating lease expense | $7,269 | $8,661 | $21,143 | $24,233 |
| Variable lease expense | 864 | 1,680 | 3,419 | 4,254 |
| Sublease income | (2,505) | (1,148) | (5,821) | (2,661) |
| Total lease expense | $5,628 | $9,193 | $18,741 | $25,826 |
Supplemental balance sheet information related to leases was as follows (in thousands, except weighted-average figures):
| As of | |||
|---|---|---|---|
| Classification | September 30, 2026 | December 31, 2025 | |
| Operating lease assets | Other assets | $59,144 | $62,207 |
| Current operating lease liabilities | Accrued expenses and other | $27,991 | $28,421 |
| Long-term operating lease liabilities | Other long-term liabilities | 52,819 | 60,961 |
| Total operating lease liabilities | $80,810 | $89,382 | |
As of September 30, 2026 and December 31, 2025, our operating leases had a weighted-average remaining lease term of 4.2 years and 3.8 years, respectively, and a weighted-average discount rate of 5.7% and 5.0%, respectively.
As of September 30, 2026, our lease liabilities were as follows (in thousands):
| Operating Leases | |
|---|---|
| Gross lease liabilities | $90,959 |
| Less: imputed interest | 10,149 |
| Present value of lease liabilities | $80,810 |
- Borrowings
Convertible Notes
In February 2025, we issued an aggregate of $690 million principal amount of 0% convertible senior notes due 2030 (the "2030 Notes"). Proceeds from the issuance of the 2030 Notes were $677 million, net of debt issuance costs and the cash was used to purchase capped call transactions, and repurchase convertible notes as discussed below. The debt issuance costs are amortized to interest expense using the straight-line method, which approximates the effective interest method.
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As of September 30, 2026, we had $2.2 billion of unsecured convertible notes outstanding including $690 million of the 2030 Notes, $1.0 billion issued in November 2022 (the "2027 Notes"), $558 million issued in November 2021 (the "2026 Notes", together with the 2027 Notes and 2030 Notes, the "Notes"), in “Current portion of convertible notes” and "Convertible notes" on our consolidated balance sheets. The table below summarizes the principal and unamortized debt issuance costs and other material features of the Notes (in thousands):
| Carrying Amount as of | |||||||
|---|---|---|---|---|---|---|---|
| Conversion Rate per$1,000 Principal · Initial Conversion Price · Maturities · Stated Interest Rates · September 30, 2026 · December 31, 2025 | |||||||
| Convertible notes: | |||||||
| Principal – 2026 Notes | 3.2392 | $308.72 | 2026 | 0.0% | $557,724 | $557,724 | |
| Principal – 2027 Notes | 20.4526 | $48.89 | 2027 | 2.0% | 1,000,000 | 1,000,000 | |
| Principal – 2030 Notes | 27.6656 | $36.15 | 2030 | 0.0% | 690,000 | 690,000 | |
| Unamortized debt issuance costs, net | (9,279) | (12,374) | |||||
| Net carrying amount | $2,238,445 | $2,235,350 | |||||
- We entered into capped call transactions in connection with the 2026 and 2030 Notes. The cap price of the capped call transactions relating to the 2026 Notes and 2030 Notes was initially $343.02 and $47.74, respectively, subject to certain adjustments under the terms of the capped call transactions. See below "--Capped Call Transactions."
Interest on the Notes is payable semi-annually in arrears. The combined interest expense on the Notes related to regular interest and the amortization of debt issuance cost was $6.0 million and $18.1 million for the three and nine months ended September 30, 2026, respectively, and $6.1 million and $18.0 million for the three and nine months ended September 30, 2025, respectively.
As of September 30, 2026 and December 31, 2025, the estimated fair value of the 2030 Notes was approximately $931 million and $1.0 billion, respectively, the estimated fair value of the 2027 Notes was approximately $1.1 billion and $1.2 billion, respectively, and the estimated fair value of the 2026 Notes was approximately $555 million and $540 million, respectively. The fair value of the 2027 Notes was based on a combination of a discounted cash flow and Black-Scholes option-pricing model. The fair value of the 2030 Notes and 2026 Notes was based on quoted prices as of that date.
The 2027 Notes may be converted at the election of the holders thereof at any time prior to maturity. On August 15, 2026, the 2026 Notes became convertible at the election of the holders thereof and remain convertible until the second scheduled trading day immediately preceding the maturity thereof. The 2030 Notes are convertible at the option of the respective holders thereof if a conversion condition applicable to such series of Notes is triggered. During the three and nine months ended September 30, 2026, none of the conversion conditions of the 2030 Notes were triggered, and the 2030 Notes were not convertible as of September 30, 2026.
Any conversion of the 2026 Notes on or after August 15, 2026, will be satisfied in cash up to the principal amount of the 2026 Notes plus shares of our common stock for any premium above par. Any such conversion of the 2027 Notes and 2030 Notes described above may be satisfied at our election with either cash, shares of our common stock, or a combination of cash and shares of our common stock. The conversion rates for the Notes are subject to customary adjustments for certain events as described in the relevant indenture governing the Notes.
The Notes are subject to additional terms. In connection with certain corporate events, as described in the indentures governing the Notes, we will increase the conversion rate for a holder of the applicable series of Notes who elects to convert those Notes in connection with the event. Additionally, upon the occurrence of certain corporate events and subject to certain exceptions, as described in the indenture governing the applicable series of Notes, holders of those Notes may require us to repurchase all or a portion of those Notes at a price equal to 100% of the principal amount to be repurchased, plus any accrued and unpaid interest to date. The 2026 Notes and 2030 Notes are also redeemable at our option if
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certain conditions are met, as described in the indentures governing the 2026 Notes and 2030 Notes respectively.
As of September 30, 2026, no holders of the Notes have exercised the conversion rights.
Convertible Note Repurchase
During the first quarter of 2025, and the first quarter of 2024, the Company repurchased in privately negotiated transactions and extinguished a portion of the 2026 Notes, with a total principal balance of $688 million and $480 million, respectively. The aggregate repurchase price for these notes was $642 million and $415 million, respectively, resulting in pre-tax gains of $42.7 million and $61.4 million, respectively, net of the write-off of unamortized issuance costs. These gains were included in Interest income and other income (expense), net, in the condensed consolidated statement of operations.
Capped Call Transactions
We entered into capped call transactions, to reduce the potential dilutive effect of the 2026 Notes (the "2026 Capped Call Transactions"), and 2030 Notes (the "2030 Capped Call Transactions", together with the 2026 Capped Call Transactions, the "Capped Call Transactions"), in connection with their pricing. The 2026 Capped Call Transactions, and the 2030 Capped Call Transactions, had net costs of $48.1 million and $44.4 million, respectively, with call options totaling approximately 5.6 million and 19.1 million shares of our common stock, and with expiration dates ranging from September 18, 2026 to November 12, 2026, and January 15, 2030 to March 13, 2030, respectively. The strike price of the 2026 Capped Call Transactions and the 2030 Capped Call Transactions are $308.72 and $36.15, respectively, and the cap prices are initially $343.02 and $47.74 per share, respectively, subject to adjustments in certain circumstances. The Capped Call Transactions are freestanding, are considered separately exercisable from the 2026 Notes and 2030 Notes, and meet the conditions for equity classification.
- Commitments and Contingencies
The following table summarizes our non-cancelable contractual commitments as of September 30, 2026 (in thousands):
| Total | Remainder of 2026 | 2027‑2028 | 2029‑2030 | Thereafter | |
|---|---|---|---|---|---|
| Operating leases (1) | $104,453 | $8,824 | $53,433 | $20,332 | $21,864 |
| Purchase commitments (2) | 1,390,256 | 109,548 | 870,846 | 409,862 | — |
| Convertible note principal and interest (3) | 2,277,724 | 567,724 | 1,020,000 | 690,000 | — |
| Equity investments (4) | 100,000 | — | 100,000 | — | — |
| Total | $3,872,433 | $686,096 | $2,044,279 | $1,120,194 | $21,864 |
(1) Operating leases consist of obligations for real estate, including leases that are not yet commenced or reflected on our consolidated balance sheet with future minimum lease payments of $13.5 million. These leases will commence in 2026 and 2027, with lease terms of approximatelytwo toeleven years.
(2)Consists of purchase commitments with original terms greater than one year. The substantial majority of these commitments are related to agreements with our data center hosting providers.
(3)Convertible notes due 2026, 2027, and 2030. See Note 6, "Borrowings," above for further discussion.
(4)Consists of a binding obligation to acquire $100 million of shares in AppsFlyer, subject to certain closing conditions and adjustments. We expect to complete this purchase by the end of 2027.
Legal Matters
In the normal course of business, we are party to various legal disputes that we believe are of the type common to companies engaged in our lines of business, including but not limited to commercial disputes, employment issues, tax disputes and disputes involving claims by third parties that our activities infringe their Intellectual Property ("IP") rights, as well as regulatory investigations or inquiries. Legal proceedings and regulatory investigations or inquiries are often complex, may require the expenditure of
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significant funds and other resources, and the outcomes of such proceedings are inherently uncertain, with material adverse outcomes possible. IP claims generally involve the demand by a third-party that we cease the use or sale of the allegedly infringing products, processes or technologies and/or pay damages or royalties for past, present and future use of the allegedly infringing IP. These disputes may involve highly complex and technical issues, the outcome of which is inherently uncertain. Moreover, from time to time, we pursue litigation to assert our IP rights. Regardless of the merit or resolution of any such litigation, complex IP litigation is generally costly and diverts the efforts and attention of our management and technical personnel.
Contingency Assessment
We are currently engaged in a number of legal actions in the ordinary course of our business; however, we do not believe, based on currently available facts and circumstances, that the final outcome of any pending legal proceedings, ongoing regulatory investigations or tax disputes, taken individually or as a whole, will have a material adverse effect on our condensed consolidated financial statements. However, lawsuits may involve complex questions of fact and law and may require the expenditure of significant funds and other resources to defend. The results of litigation, regulatory investigations or tax disputes are inherently uncertain, and material adverse outcomes are possible. From time to time, we may enter into confidential discussions regarding the potential settlement of such lawsuits. Any settlement of pending litigation could require us to incur substantial costs and other ongoing expenses.
We accrue a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. We also disclose material contingencies when we believe a loss is not probable but reasonably possible. Legal costs related to such potential losses are expensed as incurred. In addition, recoveries are shown as a reduction in legal costs in the period in which they are realized. With respect to our outstanding matters, based on current knowledge, we believe that the resolution of such matters will not, either individually or in the aggregate, have a material adverse effect on our business or our condensed consolidated financial statements.
Indemnifications
In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees, and other parties with respect to certain matters. Indemnification may include losses from our breach of such agreements, services we provide, or third-party intellectual property infringement claims. These indemnifications may survive termination of the underlying agreement, and the maximum potential amount of future indemnification payments may not be subject to a cap. As of September 30, 2026, we have not incurred any material costs as a result of such obligations and we have not accrued any material liabilities related to such obligations in the accompanying condensed consolidated financial statements.
Letters of Credit
We had $5.0 million and $8.5 million of secured letters of credit outstanding as of September 30, 2026 and December 31, 2025, respectively. These primarily relate to our office space leases and are fully collateralized by certificates of deposit which we record in restricted cash as "Other assets" and "Prepaid expenses and other" on our condensed consolidated balance sheets.
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- Stock‑Based Compensation
Stock-based compensation expense is as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Cost of revenue | $4,972 | $9,111 | $19,926 | $28,084 |
| Research and development | 32,379 | 46,061 | 113,894 | 147,706 |
| Sales and marketing | 9,227 | 17,894 | 36,679 | 57,063 |
| General and administrative | 17,455 | 18,902 | 50,647 | 59,509 |
| Total stock-based compensation expense | $64,033 | $91,968 | $221,146 | $292,362 |
Stock Options
A summary of our stock option, including price-vested options ("PVO"), activity is as follows:
| Options Outstanding | |||
|---|---|---|---|
| StockOptionsOutstanding | Weighted-AverageExercisePrice | Weighted-AverageRemainingContractualTerm (In Years) | |
| Balance as of December 31, 2025 | 12,474,347 | $25.39 | 4.40 |
| Exercised | (2,284,315) | $18.25 | |
| Forfeited, cancelled, or expired | (709,142) | $64.72 | |
| Balance as of September 30, 2026 | 9,480,890 | $24.17 | 4.02 |
Restricted Stock Units
A summary of our restricted stock units ("RSU"), including price-vested units ("PVU"), and performance-based restricted stock units ("PSU"), activity is as follows:
| Unvested RSUs | ||
|---|---|---|
| Number ofShares | Weighted-AverageGrant-DateFair Value | |
| Unvested as of December 31, 2025 | 24,927,722 | $25.18 |
| Granted | 14,366,286 | $23.40 |
| Vested | (8,097,823) | $25.29 |
| Forfeited | (6,135,025) | $23.94 |
| Unvested as of September 30, 2026 | 25,061,160 | $24.43 |
Price-Vested Options and Price-Vested Units
The vesting for each of the PVOs and PVUs is subject to the fulfillment of both a service period that extends up tofour andthree years, respectively, and the achievement of a stock price hurdle during the relevant performance period that extends up tosix andfive years, respectively. The fair value of each PVO and PVU award is estimated using a Monte Carlo simulation that uses assumptions determined on the date of grant. No outstanding options or units, which had not already met their price hurdle in a prior period, attained their price hurdle in 2026.
Performance-Based Restricted Stock Units
Starting in the first quarter of 2025, we have periodically issued PSUs to certain executives as part of their compensation. The vesting for each PSU is subject to the fulfillment of both a service period of
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three years, and the level of achievement of certain performance goals (revenue and EBITDA metrics), over three annual performance periods ("tranche"). These goals are set as a range of target outcomes, in the first quarter of each year, and can be attained at a rate between 0% and 200%, based on where in the range the final results fall. The fair value of each PSU is estimated separately for each tranche of the award, using the closing price of Unity's common stock on the grant date. The grant date is the later of the day the performance goals are set for that tranche, or the date the units were issued. The expense is the fair value of the award multiplied by the expected attainment of the related performance goals as of the balance sheet date, recognized ratably for each tranche over the period between the grant date, and the end of the service period. The expense is adjusted each period for any changes in the expected attainment of the performance goals.
Fair Value Assumptions
The calculated grant-date fair value of stock options, PVUs, and PVOs granted, were estimated using the Black-Scholes option-pricing model for stock options, and a Monte Carlo simulation for the PVUs and PVOs, with the following assumptions:
| Three Months Ended September 30, · Nine Months Ended September 30, | |||
|---|---|---|---|
| 2026 | 2026 | 2025 | |
| Expected dividend yield | — | — | — |
| Risk-free interest rate | 4.3% | 4.3% | 4.1% |
| Expected volatility | 76.2% | 76.2% | 69.5% |
| Expected term (in years) | 5.00 | 5.00 | 6.25 |
| Fair value of underlying common stock | $45.45 | $45.45 | $24.72 |
Employee Stock Purchase Plan
The fair value of shares offered under our Employee Stock Purchase Plan ("ESPP") was determined on the grant date using the Black-Scholes option pricing model. The following table summarizes the assumptions used and the resulting grant-date fair values of our ESPP:
| Three Months Ended September 30, | Nine Months Ended September 30, | |
|---|---|---|
| 2025 | 2025 | |
| Expected dividend yield | — | — |
| Risk-free interest rate | 4.0% | 4.0% - 4.3% |
| Expected volatility | 72.4% | 72.4% - 73.4% |
| Expected term (in years) | 0.50 | 0.50 |
| Grant-date fair value per share | $14.03 | $9.26 - $14.03 |
Additional information related to the ESPP is provided below (in thousands, except per share amounts):
| Three Months Ended September 30, · Nine Months Ended September 30, | |||
|---|---|---|---|
| 2025 | 2026 | 2025 | |
| Shares issued under the ESPP | 438,133 | 558,351 | 1,132,006 |
| Weighted-average price per share issued | $20.14 | $15.49 | $16.49 |
During 2025, we suspended the ESPP program, effective in the first quarter of 2026. As a result of the suspension, no new offering periods have commenced after March 2, 2026.
- Income Taxes
Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, we update the estimated annual
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effective tax rate and make a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to volatility due to several factors, including variability in accurately predicting our pre-tax income or loss and the mix of jurisdictions to which they relate, intercompany transactions, changes in how we do business, and tax law developments.
Our effective tax rate for the three and nine months ended September 30, 2026 and 2025 differs from the U.S. federal statutory tax rate of 21% primarily due to the need to record a valuation allowance on U.S. losses and tax expense on foreign earnings and losses taxed at different rates.
The realization of deferred tax assets is dependent upon the generation of sufficient taxable income of the appropriate character in future periods. We regularly assess the ability to realize our deferred tax assets and establish a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. In performing this assessment with respect to each jurisdiction, we review all available positive and negative evidence. Primarily due to our history of losses, we believe that it is more likely than not that the deferred tax assets of our U.S. federal, U.S. state, and certain foreign jurisdictions will not be realized and we have maintained a full valuation allowance against such deferred tax assets.
As of September 30, 2026, we had $187.8 million of gross unrecognized tax benefits, of which $36.2 million would impact the effective tax rate, if recognized. It is reasonably possible that the amount of unrecognized tax benefits as of September 30, 2026 could increase or decrease significantly as the timing of the resolution, settlement, and closure of audits is highly uncertain. We believe that we have adequately provided for any reasonably foreseeable outcome related to our tax audits and that any settlement will not have a material impact on our financial condition and operating results at this time.
- Net Income (Loss) per Share of Common Stock
Basic net income (loss) per share is calculated using our weighted-average outstanding shares of common stock, including the impact of the redeemable noncontrolling interest from our China JV. Diluted net income (loss) per share is calculated using our weighted-average outstanding common stock including the dilutive effect of convertible notes using the if-converted method, and the dilutive effect of stock awards as determined under the treasury stock method. Stock awards include outstanding stock options, PVOs, RSUs, PVUs, PSUs, and ESPP units. Potential dilutive shares of common stock are excluded from the computation of diluted net income (loss) per share, if the impact of including them would have been antidilutive.
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The following table shows the calculation of basic and diluted net income (loss) per share (in thousands):
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Net income (loss) attributable to Unity Software Inc. | $121,229 | $(126,362) | $(249,987) | $(312,802) |
| Accretion for redeemable noncontrolling interests | (2,982) | — | (7,756) | — |
| Net income (loss) attributable to common stockholders of Unity Software Inc. | $118,247 | $(126,362) | $(257,743) | $(312,802) |
| Weighted-average shares used in computation of basic net income (loss) per share | 441,557 | 424,296 | 437,930 | 417,919 |
| Basic net income (loss) per share attributable to common stockholders of Unity Software Inc. | $0.27 | $(0.30) | $(0.59) | $(0.75) |
| Net income (loss) attributable to common stockholders of Unity Software Inc. | $118,247 | $(126,362) | $(257,743) | $(312,802) |
| Increase from forgone financing costs on dilutive convertible notes, net of tax | 4,686 | — | — | — |
| Diluted net income (loss) attributable to common stockholders of Unity Software Inc. | $122,933 | $(126,362) | $(257,743) | $(312,802) |
| Weighted-average shares used in computation of basic net income (loss) per share | 441,557 | 424,296 | 437,930 | 417,919 |
| Convertible notes | 41,348 | — | — | — |
| Stock options and PVOs | 3,780 | — | — | — |
| Unvested RSUs, PVUs, and PSUs | 11,480 | — | — | — |
| Weighted-average shares used in computation of diluted net income (loss) per share | 498,165 | 424,296 | 437,930 | 417,919 |
| Diluted net income (loss) per share attributable to common stockholders of Unity Software Inc. | $0.25 | $(0.30) | $(0.59) | $(0.75) |
The following table presents the total number of potentially dilutive common stock, which were excluded from the computation of diluted net income (loss) per share since their effect would have been antidilutive, outstanding as of the end of each period (in thousands):
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Convertible notes | — | 41,348 | 41,348 | 41,348 |
| Stock options and PVOs | 1,529 | 14,395 | 9,481 | 14,395 |
| Unvested RSUs, PVUs, and PSUs | 3,443 | 28,301 | 25,061 | 28,301 |
- Segment Information
We haveone reportable segment, software solutions. See "Revenue Recognition" in Note 1 of our 2025 Annual Report on Form 10-K, for detailed information regarding our products and services.
Our chief operating decision maker is the chief executive officer, who on a consolidated basis, assesses the performance of, drives improvements in, and decides how to allocate resources in the reportable segment, based on multiple measures of performance including consolidated net income, adjusted EBITDA, adjusted gross margin, and adjusted EPS. As such, consolidated net income, which is
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reported and reconciled with all significant segment expenses on our consolidated statement of operations, is the measure that is most consistent with GAAP, while adjusted EBITDA, adjusted gross margin, and adjusted EPS are additional measures of our segment profitability.
The measure of segment assets is reported on the balance sheet as total consolidated assets. We do not have material intra-entity sales or transfers.
- Subsequent Event
In October 2026, we entered into an agreement to purchase, and completed the purchase of, a minority, equity interest in a private company for $100 million. We are still evaluating the accounting for this transaction.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.