Grindr Inc.

Previous wording

Grindr Inc.’s (“Grindr”, “we”, “us”, “our” or the “Company”) mission is to build the Global Gayborhood in Your Pocket™, and, through our success, to make a world where the lives of our global LGBTQ community are free, equal, and just. We manage and operate the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world. We had 14.6 million Average MAUs and 1.2 million Average Paying Users for the three months ended March 31, 2025, as compared to 13.7 million Average MAUs and 1.0 million Average Paying Users for the three months ended March 31, 2024. Through gayborhood expansion initiatives, we are developing new products for users to engage with the Grindr platform, which include new partnership-based digital versions of services typically found in physical gayborhoods. Our social impact division, Grindr for Equality, advances human rights, health, and safety for millions of lesbian, gay, bisexual, transgender, and queer (“LGBTQ”) people in partnership with organizations in every region of the world.

Current wording

Grindr Inc.’s (“Grindr”, “we”, “us”, “our” or the “Company”) mission is to build the Global Gayborhood in Your Pocket™, and, through our success, to make a world where the lives of our global LGBTQ community are free, equal, and just. We manage and operate the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world. We had 14.9 million Average MAUs and 1.2 million Average Paying Users for the three months ended June 30, 2025, as compared to 14.1 million Average MAUs and 1.1 million Average Paying Users for the three months ended June 30, 2024. We had 14.7 million Average MAUs and 1.2 million Average Paying Users for the six months ended June 30, 2025, as compared to 13.9 million Average MAUs and 1.0 million Average Paying Users for the six months ended June 30, 2024. Through gayborhood expansion initiatives, we are developing new products for users to engage with the Grindr platform, which include new partnership-based digital versions of services typically found in physical gayborhoods. Our social impact division, Grindr for Equality, advances human rights, health, and safety for millions of lesbian, gay, bisexual, transgender, and queer (“LGBTQ”) people in partnership with organizations in every region of the world.

Previous wording

The Grindr mobile application is free to download and provides certain services and features to Grindr’s users at no cost. We also offer a variety of additional controls and features for users who enroll in our paid subscriptions and add-on products. A substantial portion of our revenue is from direct revenue, representing 85.2% and 85.4% of total revenue for the three months ended March 31, 2025 and 2024, respectively. Direct revenue is derived from users in the form of subscription fees, providing our users access to a variety of features for the period of their subscription. Our current subscription offerings are Grindr XTRA and Grindr Unlimited. We utilize a freemium model to drive increased user acquisition, subscriber conversions, and monetization on the Grindr platform. We also offer premium add-ons on a pay-per-use, or a-la-carte, basis. Leveraging strong brand awareness and our significant user network stemming from our first mover advantage in the gay, bisexual, transgender, and queer (“GBTQ”) social networking industry, our historical growth in number of users has been driven primarily by word-of-mouth referrals and other organic means.

Current wording

The Grindr mobile application is free to download and provides certain services and features to Grindr’s users at no cost. We also offer a variety of additional controls and features for users who enroll in our paid subscriptions and add-on products. A substantial portion of our revenue is from direct revenue, representing 83.4% and 84.9% of total revenue for the three months ended June 30, 2025 and 2024, respectively, and 84.3% and 85.2% of total revenue for the six months ended June 30, 2025 and 2024, respectively. Direct revenue is derived from users in the form of subscription fees, providing our users access to a variety of features for the period of their subscription. Our current subscription offerings are Grindr XTRA and Grindr Unlimited. We utilize a freemium model to drive increased user acquisition, subscriber conversions, and monetization on the Grindr platform. We also offer premium add-ons on a pay-per-use, or a-la-carte, basis. Leveraging strong brand awareness and our significant user network stemming from our first mover advantage in the gay, bisexual, transgender, and queer (“GBTQ”) social networking industry, our historical growth in number of users has been driven primarily by word-of-mouth referrals and other organic means.

Previous wording

In addition to our revenue generated from subscription fees and premium add-ons, we also generate indirect revenue, representing 14.8% and 14.6% of total revenue for the three months ended March 31, 2025 and 2024, respectively. Indirect revenue includes both first-party and third-party advertising. We provide advertisers with the opportunity to directly reach the GBTQ community, a group with significant global purchasing power and economic potential. We have attracted advertisers from a diverse array of industries, including healthcare, entertainment, gaming, travel, and consumer goods. We offer our partners a diverse range of advertising opportunities to advertisers, including in-app banners, full-screen interstitials, and other customized units, typically sold on a cost per mille (“CPM”) basis. Additionally, we contract with a variety of third-party advertising platforms to market and sell digital advertising inventory available on the Grindr platform. We will continue to evaluate opportunities to increase advertising inventory by both enhancing and differentiating our advertising offerings in addition to scaling our advertising volume.

Current wording

In addition to our revenue generated from subscription fees and premium add-ons, we also generate indirect revenue, representing 16.6% and 15.1% of total revenue for the three months ended June 30, 2025 and 2024, respectively, and 15.7% and 14.8% of total revenue for the six months ended June 30, 2025 and 2024, respectively. Indirect revenue includes both first-party and third-party advertising. We provide advertisers with the opportunity to directly reach the GBTQ community, a group with significant global purchasing power and economic potential. We have attracted advertisers from a diverse array of industries, including healthcare, entertainment, gaming, travel, and consumer goods. We offer our partners a diverse range of advertising opportunities to advertisers, including in-app banners, full-screen interstitials, and other customized units, typically sold on a cost per mille (“CPM”) basis. Additionally, we contract with a variety of third-party advertising platforms to market and sell digital advertising inventory available on the Grindr platform. We will continue to evaluate opportunities to increase advertising inventory by both enhancing and differentiating our advertising offerings in addition to scaling our advertising volume.

Previous wording

We generated $93.9 million and $75.3 million of revenue for the three months ended March 31, 2025 and 2024, respectively, representing a period-over-period growth of 24.7%. We had 1.2 million and 1.0 million Average Paying Users, for the three months ended March 31, 2025 and 2024, respectively, representing a period-over-period growth of 15.5%.

Current wording

We had 1.2 million and 1.1 million Average Paying Users, for the three months ended June 30, 2025 and 2024, respectively, and we had 1.2 million and 1.0 million Average Paying Users, for the six months ended June 30, 2025 and 2024, respectively, representing a period-over-period growth of 16.0% and 15.9% as compared to the three-month and six-month periods in 2024, respectively.

Previous wording

While we have users in over 190 countries and territories, our core markets are currently North America and Europe, from which we derived 84.0% and 84.4% of our total revenues for the three months ended March 31, 2025 and 2024, respectively. We intend to grow our user base and revenues by continuing to introduce new and innovative products and services to all of our users across the globe.

Current wording

While we have users in over 190 countries and territories, our core markets are currently North America and Europe, from which we derived 84.0% and 84.6% of our total revenues for the six months ended June 30, 2025 and 2024, respectively. We intend to grow our user base and revenues by continuing to introduce new and innovative products and services to all of our users across the globe.

Previous wording

In July 2023, the Communications Workers of America AFL-CIO (“CWA”) filed an election petition with the National Labor Relations Board (“NLRB”) seeking to hold a representation election for certain classifications of our employees. CWA subsequently filed several unfair labor practice charges against us with the NLRB, including a request for injunctive relief under Sec. 10(j) of the National Labor Relations Act. Regarding the election petition, the NLRB conducted a secret mail-ballot election and held partial vote counts in November and December 2023. As of the date of filing of this Quarterly Report, the NLRB has not completed tallying all the votes from the election as there are numerous outstanding challenged ballots. In addition, on November 1, 2024, the local regional office of NLRB issued a complaint on the unfair labor practice charges, which is scheduled for a hearing in May 2025. This complaint is the first step in the administrative process and is not a finding of any wrongdoing, nor is it a decision or ruling of the NLRB.

Current wording

In July 2023, the Communications Workers of America AFL-CIO (“CWA”) filed an election petition with the National Labor Relations Board (“NLRB”) seeking to hold a representation election for certain classifications of our employees. CWA subsequently filed several unfair labor practice charges against us with the NLRB, including a request for injunctive relief under Sec. 10(j) of the National Labor Relations Act. Regarding the election petition, the NLRB conducted a secret mail-ballot election and held partial vote counts in November and December 2023. As of the date of filing of this Quarterly Report, the NLRB has not completed tallying all the votes from the election as there are numerous outstanding challenged ballots. In addition, on November 1, 2024, the local regional office of NLRB issued a complaint on the unfair labor practice charges, and a hearing commenced in May 2025 and is currently ongoing. This complaint is the first step in the administrative process and is not a finding of any wrongdoing, nor is it a decision or ruling of the NLRB.

Previous wording

•Net income (loss) of $27.0 million and $(9.4) million, respectively. The change for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was $36.4 million, or 387.2%. This resulted in a net income (loss) margin of 28.8% and (12.5)%, respectively.

Current wording

•Net income of $16.6 million and net loss $22.4 million, respectively. The change for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, was $39.0 million, or 174.1%. This resulted in a net income margin of 16.0% and net loss margin 27.2%, respectively.

Previous wording

•Adjusted EBITDA of $40.7 million and $31.6 million, respectively. The increase for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was $9.1 million, or 28.8%. This resulted in an Adjusted EBITDA margin of 43.3% and 41.9%, respectively. See“—Non-GAAP Financial Measures—Adjusted EBITDA”below for more details on the calculations and reconciliations.

Current wording

•Adjusted EBITDA of $45.2 million and $36.9 million, respectively. The increase for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, was $8.3 million, or 22.5%. This resulted in an Adjusted EBITDA margin of 43.4% and 44.9%, respectively. See“—Non-GAAP Financial Measures—Adjusted EBITDA”below for more details on the calculations and reconciliations.

Previous wording

We acquire new users through investments in generating brand awareness, as well as through word of mouth from existing users and others. We convert these users to Paying Users by offering premium features that maximize the probability of developing meaningful connections, improve the user experience, and provide more control over the experience. For the three months ended March 31, 2025 and 2024, our Average Paying Users were 1.2 million and 1.0 million, respectively, representing an increase of 15.5% period-over-period. We grow Paying Users by acquiring new users and converting new and existing users to purchasers of one of our subscription plans or our add-on offerings. As we scale and our community grows larger, we seek to facilitate more meaningful interactions as a result of the wider selection of potential connections. This in turn increases our product value and can increase conversion to one of our paid products. Our revenue growth depends on growth in Paying Users. While we believe we are in the early days of our opportunity, at some point we may face challenges increasing our Paying Users, including competition from alternative products and services and lower adoption of certain product features.

Current wording

We acquire new users through investments in generating brand awareness, as well as through word of mouth from existing users and others. We convert these users to Paying Users by offering premium features that maximize the probability of developing meaningful connections, improve the user experience, and provide more control over the experience. For the three months ended June 30, 2025 and 2024, our Average Paying Users were 1.2 million and 1.1 million, respectively, representing an increase of 16.0% period-over-period. We grow Paying Users by acquiring new users and converting new and existing users to purchasers of one of our subscription plans or our add-on offerings. As we scale and our community grows larger, we seek to facilitate more meaningful interactions as a result of the wider selection of potential connections. This in turn increases our product value and can increase conversion to one of our paid products. Our revenue growth depends on growth in Paying Users. While we believe we are in the early days of our opportunity, at some point we may face challenges increasing our Paying Users, including competition from alternative products and services and lower adoption of certain product features.

Previous wording

Key investment areas for us include continuing to expand and enhance our team as well as enhancing our platform and increasing the value we provide our users. Part of our efforts are focused on introducing new products, improving pricing and packaging, and localizing our products in international markets. We are also harnessing artificial intelligence and machine learning, which we refer to as AI/ML, along with prioritizing security and privacy, and improving matching capabilities for successful connections.

Current wording

Key investment areas for us include continuing to expand and enhance our team as well as enhancing our platform and increasing the value we provide our users. Part of our efforts are focused on introducing new products, improving pricing and packaging, and localizing our products in international markets. We are also harnessing artificial intelligence and machine learning, which we refer to as AI/ML, along with prioritizing security and privacy, and improving matching capabilities for successful connections. As part of these ongoing efforts, we are building a full-stack foundation that we refer to as Grindr AI (“gAI”), consisting of a model layer, customer architecture layer, and a application layer, in order to deliver a differentiated, high impact user experience.

Previous wording

Our business relies on our ability to attract and retain talent, including, but not limited to, engineers, data scientists, product designers and product managers. As of March 31, 2025, we had 146 employees globally, 142 of which were full-time employees. In 2024 we expanded and enhanced our team with new employees and contractors. In doing so, we significantly grew the size of our engineering team, including the addition of a dedicated contractor team in Colombia consisting of 24 full-time engineers as of March 31, 2025. We will continue to selectively supplement immediate capacity and product development needs with contractors, particularly in supporting our engineering function. By building a performance-driven culture, we want to unleash Grindr’s and each of our employees’ full potential. In 2025, we intend to continue to focus on adding talent at a measured pace, especially in applied science, data engineering, and artificial intelligence and machine learning. We believe that many people want to work at a company committed to creating a world that is fair, equal, and just for the global LGBTQ community and that aligns with their personal values, and therefore our ability to recruit and retain talent is aided by our mission and brand reputation. We compete for talent within the technology industry.

Current wording

Our business relies on our ability to attract and retain talent, including, but not limited to, engineers, data scientists, product designers and product managers. As of June 30, 2025, we had 146 employees globally, 143 of which were full-time employees. In 2025, we continue to expand and enhance our team with new employees and contractors. In doing so, we significantly grew the size of our engineering team, including the expansion of a dedicated contractor team in Colombia. We will continue to selectively supplement immediate capacity and product development needs with contractors, particularly in supporting our engineering function. By building a performance-driven culture, we want to unleash Grindr’s and each of our employees’ full potential. We intend to continue to focus on adding talent at a measured pace, especially in applied science, data engineering, and artificial intelligence and machine learning. We believe that many people want to work at a company committed to creating a world that is fair, equal, and just for the global LGBTQ community and that aligns with their personal values, and therefore our ability to recruit and retain talent is aided by our mission and brand reputation. We compete for talent within the technology industry.

Previous wording

The Grindr platform has MAUs in over 190 countries and territories. Our international revenue represents 41.2% and 42.4% of total revenue for the three months ended March 31, 2025 and 2024, respectively. We vary our pricing to align with relative value to local purchasing power and competitors. Our international business typically earns revenue in local currencies. In addition, some of the platforms we work with utilize internally generated foreign exchange rates that may differ from other foreign exchange rates, which could impact our results of operations.

Current wording

The Grindr platform has MAUs in over 190 countries and territories. Our international revenue represents 42.0% and 41.9% of total revenue for the three months ended June 30, 2025 and 2024, respectively. We vary our pricing to align with relative value to local purchasing power and competitors. Our international business typically earns revenue in local currencies. In addition, some of the platforms we work with utilize internally generated foreign exchange rates that may differ from other foreign exchange rates, which could impact our results of operations.

Previous wording

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Current wording

Three and Six Months Ended June 30, 2025 Compared to Three and Six Months Ended June 30, 2024

Previous wording

Revenue for the three months ended March 31, 2025 and 2024, was $93.9 million and $75.3 million, respectively. The increase in revenue period-over-period was $18.6 million, or 24.7%.

Current wording

Revenue for the three months ended June 30, 2025 and 2024, was $104.2 million and $82.3 million, respectively. The increase in revenue period-over-period was $21.9 million, or 26.6%.

Previous wording

For three months ended March 31, 2025 and 2024, direct revenue was $80.1 million and $64.4 million, respectively. The increase in direct revenue of $15.7 million, or 24.4%, was driven by the period-over-period increases in both ARPPU of $1.61 and Average Paying Users of 157 thousand. Period-over-period growth for revenue was driven by enhanced paywall optimizations and merchandising strategies, which strengthened subscription adoption across our XTRA and Unlimited tiers, and fueled continued demand for our premium add-ons. Weekly Unlimited was introduced late in the first quarter of 2024 and there is a continued period-over-period growth of our weekly XTRA subscription offering which benefited from the international rollout of our Recommendations: More Quality Profiles features. Our shorter duration weekly products gave our users lower priced options for both XTRA and Unlimited subscriptions. ARPPU increased by 7.6%, or $1.61, to $22.86 for the three months ended March 31, 2025, from $21.25 for the three months ended March 31, 2024. Our ARPPU increased as a result of improved product mix, with higher revenue generated by subscription products with higher average monthly-equivalent price, such as weekly Unlimited. We expect ARPPU to fluctuate in the near-term as we continue to test different subscription options across different price points and focus on generating more Paying Users. For the three months ended March 31, 2025, Average Paying Users increased by 157 thousand, from 1.0 million for the three months ended March 31, 2024, to 1.2 million for the three months ended March 31, 2025.

Current wording

For three months ended June 30, 2025 and 2024, direct revenue was $86.9 million and $69.9 million, respectively. The increase in direct revenue of $17.0 million, or 24.3%, was driven by the period-over-period increases in both ARPPU of $1.57 and Average Paying Users of 169 thousand. Period-over-period growth for revenue was driven by enhanced paywall optimizations and merchandising strategies, which strengthened subscription adoption across our XTRA and Unlimited tiers, and fueled continued demand for our premium add-ons. Weekly Unlimited was introduced late in the first quarter of 2024 and there is a continued period-over-period growth of our weekly XTRA subscription. We continue to strengthen our subscription offerings as we enhanced our Recommendations features and made further merchandising and paywall optimizations. Our shorter duration weekly products gave our users lower priced options for both XTRA and Unlimited subscriptions. ARPPU increased by 7.1%, or $1.57, to $23.65 for the three months ended June 30, 2025, from $22.08 for the three months ended June 30, 2024. Our ARPPU increased as a result of improved product mix, with higher revenue generated by subscription products with higher average monthly-equivalent price, such as weekly Unlimited. We expect ARPPU to fluctuate in the near-term as we continue to test different subscription options across different price points and focus on generating more Paying Users. For the three months ended June 30, 2025, Average Paying Users increased by 169 thousand, from 1.1 million for the three months ended June 30, 2024, to 1.2 million for the three months ended June 30, 2025.

Previous wording

For three months ended March 31, 2025 and 2024, indirect revenue was $13.9 million and $11.0 million, respectively. The increase in indirect revenue of $2.9 million, or 26.4%, was primarily driven by introducing new ad formats, further optimizing and improving our ad tech, and onboarding new third-party advertising partners.

Current wording

For three months ended June 30, 2025 and 2024, indirect revenue was $17.3 million and $12.4 million, respectively. The increase in indirect revenue of $4.9 million, or 39.5%, was primarily driven by onboarding new third-party advertising partners and increased momentum in our international geographies.

Previous wording

Revenue from North America increased by $12.3 million, or 27.0%, for the three months ended March 31, 2025, to $57.8 million as compared to $45.5 million for the three months ended March 31, 2024. During this same period, revenue from Europe increased by $3.0 million, or 16.8%, to $21.1 million in the three months ended March 31, 2025, as compared to $18.1 million in the three months ended March 31, 2024. Revenue from the remainder of the world increased by $3.3 million, or 27.8%, to $15.0 million in the three months ended March 31, 2025, as compared to $11.7 million in the three months ended March 31, 2024.

Current wording

Revenue from North America increased by $25.3 million, or 26.5%, for the six months ended June 30, 2025, to $121.0 million as compared to $95.6 million for the six months ended June 30, 2024. During this same period, revenue from Europe increased by $7.7 million, or 20.3%, to $45.5 million in the six months ended June 30, 2025, as compared to $37.8 million in the six months ended June 30, 2024. Revenue from the remainder of the world increased by $7.4 million, or 30.7%, to $31.7 million in the six months ended June 30, 2025, as compared to $24.3 million in the six months ended June 30, 2024.

Previous wording

Cost of revenue for the three months ended March 31, 2025 and 2024, was $24.5 million and $19.6 million, respectively. The $4.9 million increase, or 25.0%, was primarily due to growth in distribution fees of $3.6 million (consistent with direct revenue growth), and increased infrastructure costs of $1.0 million.

Current wording

Cost of revenue for the three months ended June 30, 2025 and 2024, was $27.4 million and $21.0 million, respectively. The $6.4 million increase, or 30.5%, was primarily due to growth in distribution fees of $3.9 million (consistent with direct revenue growth), and increased infrastructure costs of $1.9 million.

Previous wording

Selling, general and administrative expense for the three months ended March 31, 2025 and 2024, was $30.2 million and $26.6 million, respectively. The $3.6 million increase, or 13.5%, was primarily due to an increase in personnel related expenses of $4.5 million from the increased headcount, including an increase in stock-based compensation expense of $2.3 million. In addition, there was an increase of $0.8 million for advertising expenses. This is partially offset by decreases in professional, legal and contractors fees of $1.8 million.

Current wording

Selling, general and administrative expense for the six months ended June 30, 2025 and 2024, was $66.7 million and $51.4 million, respectively. The $15.3 million increase, or 29.8%, was primarily due to an increase in personnel related expenses of $10.7 million from the increased stock-based compensation expense of $9.1 million. In addition, there was an increase of $1.8 million in marketing expenses and an increase of $0.8 million in professional, legal and contractors fees.

Previous wording

Product development expense for the three months ended March 31, 2025 and 2024, was $10.3 million and $5.7 million, respectively. The $4.6 million increase, or 80.7%, was primarily due to an increase in contractor fees of $2.0 million to support the engineering function while we continue to scale our team and an increase in personnel related expenses of $2.8 million from the increased headcount, including an increase in stock-based compensation expense of $0.8 million.

Current wording

Product development expense for the three months ended June 30, 2025 and 2024, was $12.9 million and $7.8 million, respectively. The $5.1 million increase, or 65.4%, was primarily due to an increase in contractor fees of $2.3 million to support the engineering function while we continue to scale our team and an increase in personnel related expenses of $2.7 million from the increased headcount, including an increase in stock-based compensation expense of $2.0 million.

Previous wording

Depreciation and amortization for the three months ended March 31, 2025 and 2024, was $3.5 million and $4.1 million, respectively. The $0.6 million decrease, or 14.6%, was primarily due to acquired intangibles amortization from an acquisition in June 2020. There was a $0.9 million decrease due to customer relationship intangibles that were amortized under an accelerated amortization schedule, with higher amounts expensed in 2024.

Current wording

Depreciation and amortization for the three months ended June 30, 2025 and 2024, was $3.1 million and $4.2 million, respectively. The $1.1 million decrease, or 26.2%, was primarily due to acquired intangibles amortization from an acquisition in June 2020. There was a $1.3 million decrease due to customer relationship intangibles that were amortized under an accelerated amortization schedule, with higher amounts expensed in 2024, customer relationship intangibles were fully amortized in June 2025.

Previous wording

Interest expense, net for the three months ended March 31, 2025 and 2024, was $3.9 million and $7.2 million, respectively. The $3.3 million decrease, or 45.8%, was primarily due to a decrease in interest expense of $1.9 million from lower debt balances and lower interest rates. Additionally, the decrease is due to an increase of interest income of $1.4 million primarily from an increased balance in our investment in U.S. treasury bills.

Current wording

Interest expense, net for the three months ended June 30, 2025 and 2024, was $3.6 million and $6.7 million, respectively. The $3.1 million decrease, or 46.3%, was primarily due to a decrease in interest expense of $1.4 million from lower debt balances and lower interest rates. Additionally, the decrease is due to an increase of interest income of $1.7 million primarily from an increased balance in our investment in U.S. treasury bills.

Previous wording

Income tax provision for the three months ended March 31, 2025 and 2024, was $4.6 million and $2.7 million, respectively. The $1.9 million increase, or 70.4%, was primarily due to the mark-to-market warrant liability adjustment, and Section 162(m) officer compensation.

Current wording

Income tax provision for the three months ended June 30, 2025 and 2024, was $4.7 million and $5.0 million, respectively. The $0.3 million decrease, or 6.0%, was primarily due to the mark-to-market warrant liability adjustment, and Section 162(m) officer compensation.

Previous wording

Our effective tax rates in fiscal 2025 and future periods may fluctuate, as a result of changes in our forecasts where losses cannot be benefited due to the existence of valuation allowances on our deferred tax assets; changes in actual results versus our estimates; or changes in tax laws, regulations, accounting principles, or interpretations thereof.

Current wording

Our effective tax rates in fiscal 2025 and future periods may fluctuate, as a result of changes in actual results versus our estimates; or changes in tax laws, regulations, accounting principles, or interpretations thereof.

Previous wording

Net income (loss) for the three months ended March 31, 2025 and 2024, was a net income of $27.0 million and a net loss of $9.4 million, respectively. Net income (loss) changed by $36.4 million mainly due to a $18.6 million increase in revenue and $28.6 million change in the fair value change of warrant liability.

Current wording

Net income (loss) for the three months ended June 30, 2025 and 2024, was a net income of $16.6 million and a net loss of $22.4 million, respectively. Net income (loss) changed by $39.0 million mainly due to a $21.9 million increase in revenue and $35.1 million change in the fair value change of warrant liability.

Previous wording

Our management uses this measure internally to evaluate the performance of our business and this measure is one of the primary metrics by which management and other employees are compensated. We exclude the above items as some are non-cash in nature and others may not be representative of normal operating results. While we believe that Adjusted EBITDA and Adjusted EBITDA Margin are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared and presented in accordance with U.S. GAAP.

Current wording

Our management uses these measures internally to evaluate the performance of our business and these measures are among of the primary metrics by which management and other employees are compensated. We exclude the above items as some are non-cash in nature and others may not be representative of normal operating results. While we believe that Adjusted EBITDA and Adjusted EBITDA Margin are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared and presented in accordance with U.S. GAAP.

Previous wording

The following table presents the reconciliation of net income (loss) to Adjusted EBITDA for the three months ended March 31, 2025 and 2024:

Current wording

The following table presents the reconciliation of net income (loss) to Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024:

Previous wording

We define free cash flow as net cash provided by operating activities less capitalized software development costs and purchases of property and equipment. Free cash flow is an indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after capitalized software development costs and purchases of property and equipment, that can be used to repay debt obligations and/or for strategic initiatives. Free cash flow conversion is calculated by dividing free cash flow for a period by Adjusted EBITDA for the same period.

Current wording

Free cash flow is an indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after capitalized software development costs and purchases of property and equipment, that can be used to repay debt obligations and/or for strategic initiatives. We define free cash flow as net cash provided by operating activities less capitalized software development costs and purchases of property and equipment. Free cash flow conversion is calculated by dividing free cash flow for a period by Adjusted EBITDA for the same period. Free cash flow and free cash flow conversion do not represent our residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.

Previous wording

The following table presents the reconciliation of net cash provided by operating activities to free cash flow for the three months ended March 31, 2025 and 2024:

Current wording

The following table presents the reconciliation of net cash provided by operating activities to free cash flow for the three and six months ended June 30, 2025 and 2024:

Previous wording

Cash Flows for the Three Months Ended March 31, 2025 and 2024

Current wording

Cash Flows for the Six Months Ended June 30, 2025 and 2024

Previous wording

During the three months ended March 31, 2025, our operations provided $23.8 million of cash, which was primarily attributable to our net income, adjusted for non-cash items, including $3.5 million in depreciation and amortization, and $10.9 million in stock-based compensation, partially offset by a $9.9 million gain in fair value of warrant liability, and the cash flow impact from a change in operating asset and liabilities of $8.7 million, primarily from a $1.3 million decrease in accrued expenses and other current liabilities due to timing of payments and a $3.7 million increase in account receivables due to increase in direct revenue and indirect revenue during the year.

Current wording

During the six months ended June 30, 2025, our operations provided $61.3 million of cash, which was primarily attributable to our net income of $43.7 million, adjusted for non-cash items, including $27.5 million in stock-based compensation and $6.5 million in depreciation and amortization, partially offset by $9.9 million gain in fair value of warrant liability, and the cash flow impact from a change in operating asset and liabilities of $8.4 million, primarily from

Previous wording

During the three months ended March 31, 2024, our operations provided $20.4 million of cash, which was primarily attributable to our net loss of $9.4 million, adjusted for non-cash items, including $4.1 million in depreciation and amortization, and $18.7 million in loss in fair value change in warrant liability and, partially offset by the cash flow impact from a change in operating asset and liabilities of $1.0 million, primarily from $2.4 million increase in accrued expenses and other current liabilities due to timing of payments, offset by a $1.5 million increase in account receivables due to increase in direct and indirect revenue during the period.

Current wording

During the six months ended June 30, 2024, our operations provided $36.3 million of cash, which was primarily attributable to our net loss of $31.8 million, adjusted for non-cash items, which include $53.8 million in loss in fair value of warrant liability, stock-based compensation of $15.6 million, and $8.4 million in depreciation and amortization, partially offset by a decrease in net working capital of $9.3 million, primarily from $5.7 million increase in account receivables due to increase in direct revenue and indirect revenue during the year.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2025, consisted primarily of additions to capitalized software of $0.5 million.

Current wording

Net cash used in investing activities for the six months ended June 30, 2025, consisted primarily of additions to capitalized software of $1.2 million.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2024, consisted primarily of additions to capitalized software of $1.0 million.

Current wording

Net cash used in investing activities for the six months ended June 30, 2024, consisted primarily of additions to capitalized software of $2.5 million.

Previous wording

Net cash provided in financing activities for the three months ended March 31, 2025, was $173.6 million, was primarily due to proceeds from the exercise of warrants of $314.1 million. We announced the redemption of all our outstanding warrants in January 2025, which resulted in a significant amount of our warrants being exercised prior to their redemption in February 2025. The proceeds from the exercise of warrants were partially offset by payments for the repurchases of common stock under our stock repurchase program of $132.0 million, payments to tax authorities for employee equity awards of $5.4 million and principal payments of debt of $3.8 million.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2025, which was $1.9 million, was due to proceeds from the exercise of warrants of $314.1 million. We announced the redemption of all our outstanding warrants in January 2025, which resulted in a significant amount of our warrants being exercised prior to their redemption in February 2025. The proceeds from the exercise of warrants were offset by payments for the repurchases of common stock under our stock repurchase program of $290.7 million, principal payments of debt of $7.5 million, and payments to tax authorities for employee equity awards of $15.4 million.

Previous wording

Net cash used in financing activities for the three months ended March 31, 2024, was $26.1 million, which consisted primarily of consisted primarily of principal payments of debt of $25.8 million and payments to tax authorities for employee equity awards of $1.3 million.

Current wording

Net cash used in financing activities for the six months ended June 30, 2024, was $45.5 million, which consisted primarily of consisted primarily of principal payments of debt of $43.3 million and payments to tax authorities for employee equity awards of $3.9 million.

Previous wording

As of March 31, 2025, we had cash and cash equivalents of $255.9 million. We believe that our cash and cash equivalents, cash flows generated by operations, and borrowings under our revolving credit facility will be sufficient to meet our working capital and capital expenditure needs for the next twelve months.

Current wording

As of June 30, 2025, we had cash and cash equivalents of $120.8 million. We believe that our cash and cash equivalents, cash flows generated by operations, and borrowings under our revolving credit facility will be sufficient to meet our working capital and capital expenditure needs for the next twelve months.

Previous wording

In November 2023, we refinanced our existing credit facility with a $300.0 million term loan and $50.0 million revolving credit facility. We entered into a credit agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other lenders party thereto (the “2023 Credit Agreement”) that governs the term loan and revolving credit facility. We borrowed the full amount of the $300.0 million term loan and $44.4 million under the revolving credit facility upon closing of the new credit agreement and used the proceeds and cash on hand to repay in full all outstanding obligations under, and terminate, our prior credit agreement with Fortress Credit Corp. As of March 31, 2025, $278.3 million was outstanding under the term loan and $11.6 million was outstanding under the revolving credit facility. We have the option to request that lenders increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $100.0 million, subject to the terms of the 2023 Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.

Current wording

In November 2023, we refinanced our existing credit facility with a $300.0 million term loan and $50.0 million revolving credit facility. We entered into a credit agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other lenders party thereto (the “2023 Credit Agreement”) that governs the term loan and revolving credit facility. We borrowed the full amount of the $300.0 million term loan and $44.4 million under the revolving credit facility upon closing of the new credit agreement and used the proceeds and cash on hand to repay in full all outstanding obligations under, and terminate, our prior credit agreement with Fortress Credit Corp. As of June 30, 2025, $274.5 million was outstanding under the term loan and $11.6 million was outstanding under the revolving credit facility. We have the option to request that lenders increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $100.0 million, subject to the terms of the 2023 Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.

Previous wording

The term loan will amortize on a quarterly basis at 1.25% of the aggregate principal amount outstanding as of the initial closing date of the 2023 Credit Agreement, until the final maturity date on November 28, 2028. Any borrowings under the revolving credit facility may be repaid, in whole or in part, at any time and from time to time without any other premium or penalty, and any amounts repaid under the revolving credit facility may be reborrowed, in each case, until the maturity date on November 28, 2028.

Current wording

The term loan will amortize on a quarterly basis at 1.25% of the aggregate principal amount outstanding as of the initial closing date of the 2023 Credit Agreement, until the final maturity date on November 28, 2028. The Senior Term Loan Facility may also be prepaid, in whole or in part, at any time and from time to time, without prepayment premiums. Any borrowings under the revolving credit facility may be repaid, in whole or in part, at any time and from time to time without any other premium or penalty, and any amounts repaid under the revolving credit facility may be reborrowed, in each case, until the maturity date on November 28, 2028.

Previous wording

Mandatory prepayments are required under the revolving credit facility when borrowings and letter of credit usage exceed the aggregate revolving commitments of all lenders. Mandatory prepayments are also required under the term loan in connection with (i) certain asset dispositions and casualty events, in each case, to the extent the proceeds of such dispositions or casualty events exceed certain individual and aggregate thresholds and are not reinvested, and (ii) unpermitted debt transactions. For the three months ended March 31, 2025, we were not required to make any mandatory repayments.

Current wording

Mandatory prepayments are required under the revolving credit facility when borrowings and letter of credit usage exceed the aggregate revolving commitments of all lenders. Mandatory prepayments are also required first, under the Senior Term Loan Facility, and then, under the Senior Revolving Facility in connection with (i) certain asset dispositions and casualty events, in each case, to the extent the proceeds of such dispositions or casualty events exceed certain individual and aggregate thresholds and are not reinvested, and (ii) unpermitted debt transactions. For the three and six months ended June 30, 2025, we were not required to make any mandatory repayments.