Klaviyo, Inc.

1. Organization and Business Description

Klaviyo, Inc. (the “Company” or “Klaviyo”) is a technology company that provides a cloud-based, software-as-a-service (“SaaS”) platform that enables consumer-focused businesses to capture, store, analyze, and use their first-party data to create and deliver personalized consumer experiences across digital channels. The Company’s platform combines proprietary data, action, and intelligence layers to unify customer data and support real-time activation across multiple use cases, including marketing, customer service, analytics, and data management.

The Company’s platform includes marketing automation capabilities that allow customers to orchestrate campaigns across multiple channels, including email, text messaging, WhatsApp messaging, and mobile push. The Company also offers a marketing agent, Composer, customer service solutions, including Customer Agent, Customer Hub and Helpdesk, as well as a data driven Personalization solution and data platform functionality via its Advanced Klaviyo Data Platform.

The Company generates revenue through the sale of subscriptions that provide customers access to its platform. Subscription plans are tiered based on the number of consumer profiles stored on the Company’s platform and the number of emails, text messages, and WhatsApp messages sent as well as customer tickets and conversations through Klaviyo Service.

The Company is headquartered in Boston, Massachusetts and was incorporated in the state of Delaware on September 14, 2012. The Company has several wholly-owned subsidiaries in the United States and international jurisdictions.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”).

Unaudited Interim Condensed Consolidated Financial Statements

The accompanying Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2026 and 2025, and the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025, and the related notes to such interim condensed consolidated financial statements are unaudited.

These unaudited condensed consolidated financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been omitted. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 10, 2026. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position for the periods presented. The results for the interim periods presented are not necessarily indicative of future results or results for the full fiscal year or for any other period.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the allowance for doubtful accounts, determination of revenue recognition under ASC 606, Revenue from Contracts with Customers (“ASC 606”), estimated benefit period of deferred contract acquisition costs, estimated life of prepaid marketing expense, and historical valuation of common stock and stock-based compensation.

The Company evaluates estimates based on historical and anticipated results, trends, and various other assumptions. The Company assesses these estimates on a regular basis; however, actual results could differ from these estimates.

Significant Accounting Policies

Our significant accounting policies are detailed in Note 2. Summary of Significant Accounting Policies of the audited annual consolidated financial statements for the fiscal year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 10, 2026. There have been no material changes to our significant accounting policies since the fiscal year ended December 31, 2025.

Shopify Collaboration Agreement

On July 28, 2022, the Company entered into a collaboration agreement with Shopify Inc. and certain of its affiliates (collectively, “Shopify”) to form a strategic relationship for the purposes of creating greater interoperability between the Klaviyo and Shopify platforms and forming a strategic product, distribution, and marketing relationship. Shopify became a related party upon execution of this agreement.

The Company determined that Shopify is a vendor and not a customer, as the collaboration agreement is a services contract under which the Company is receiving marketing services from Shopify in exchange for payments under the revenue sharing agreement. The revenue sharing agreement is a mechanism for Shopify to be compensated for the customer acquisition and marketing services Shopify is providing to the Company. Shopify is not a reseller or distributor of our platform, nor does Shopify provide any services on the Company’s behalf. Fees paid under the revenue share agreement are recognized as a component of selling and marketing expense in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the three and nine months ended September 30, 2026, the Company incurred $9.3 million and$27.3 million, respectively, related to fees paid under the revenue sharing agreement. During the three and nine months ended September 30, 2025, the Company incurred $8.3 million and $24.3 million, respectively, related to fees paid under the revenue sharing agreement. As of September 30, 2026 and December 31, 2025, the Company had$3.1 million and $3.0 million in accrued expenses owed to Shopify for fees payable under the revenue sharing agreement, respectively. As of September 30, 2026 and December 31, 2025, the Company had animmaterial amount and $3.0 million, respectively, in accounts payable owed to Shopify for fees payable under the revenue sharing agreement.

During the three and nine months ended September 30, 2026, the Company capitalized prepaid marketing expense of $8.1 million and $24.3 million, respectively, related to the vested warrants issued as consideration for the collaboration agreement. During thethree and nine months ended September 30, 2025, the Company capitalized prepaid marketing expense of $8.1 million and $24.3 million, respectively, related to the vested warrants issued as consideration for the collaboration agreement. For the three and nine months ended September 30, 2026, the Company recorded marketing expense of $13.2 million and $39.6 million, respectively, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as a component of selling and marketing expense related to the amortization of the prepaid marketing expense. For thethree and nine months ended September 30, 2025, the Company recorded marketing expense of $13.2 million and $39.6 million in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as a component of selling and marketing expense related to the amortization of the prepaid marketing expense. As of September 30, 2026 and December 31, 2025, the Company’s prepaid marketing expense was $117.5 million and $132.8 million, respectively. As of September 30, 2026, there was $149.9 million of unrecognized marketing expense related to the warrants that will be recognized over 2.8 years. See Note 10. Common Stock and Stockholders’ Equity for further discussion of the warrants.

Stock-Based Compensation

The Company recognizes stock-based compensation on awards granted under stock compensation plans, which are described in more detail in Note 11. Stock-Based Compensation.

The Company measures stock-based compensation awards, including stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”), based on the estimated fair value of the awards on the date of grant. Stock-based compensation expense is recorded for awards issued to employees and non-employees at fair value with a corresponding increase in additional paid-in capital. Forfeitures for all types of awards are recognized when they occur.

RSUs granted under the Company’s 2015 Stock Incentive Plan (the “2015 Plan”) are subject to both service-based and performance-based vesting conditions, whereby the performance condition is satisfied upon occurrence of a liquidity event. Upon the effectiveness of the Company’s registration statement on Form S-1 filed with the SEC in connection with its IPO in September 2023, the performance condition was satisfied and cumulative compensation cost was recognized using the accelerated attribution method. Compensation costs continue to be recognized under this method as the RSUs vest over the remaining service period. Generally, 2015 Plan awards vest or are exercisable into shares of Series B common stock and are immediately reclassified to shares of Series A common stock based upon the employee’s conversion election made at the time of the Company’s IPO. The fair value of each RSU grant is calculated based on the estimated fair value of the Company’s common stock on the date of grant, or, if modified, the date of modification.

RSUs granted under the Company’s 2023 Stock Option and Incentive Plan (the “2023 Plan”) are for shares of Series A common stock and are subject to service-based vesting conditions only. Compensation costs related to these awards are recognized using the straight-line method over the service period of the award. The fair value of each RSU grant is based on the fair value of the Company’s Series A common stock on the date of grant, or, if modified, the date of modification.

The Company has granted PSUs under the 2023 Plan that are for shares of Series A common stock and are subject to service-based and performance-based vesting conditions. Compensation costs related to these awards are recognized using the graded vesting attribution method over the requisite service period when it becomes probable that the performance target will be achieved. The fair value of each PSU grant subject to service-based and performance-based vesting conditions is based on the fair value of the Company’s Series A common stock on the date of grant, or, if modified, the date of modification.

The Company has additionally granted PSUs under the 2023 Plan that are for shares of Series A common stock and are subject to service-based and market-based vesting conditions. Compensation costs related to these awards are recognized using the graded vesting attribution method over the requisite service period. The fair value of each PSU grant subject to service-based and market-based vesting conditions is estimated using a Monte Carlo simulation as of the date of the grant.

Rights granted to employees to purchase shares of Series A common stock under the Company’s 2023 Employee Stock Purchase Plan (the “ESPP”) are subject to service-based vesting conditions only. Compensation costs related to the ESPP are recognized using the straight-line method over the service period of the award. The fair value of the estimated shares of Series A common stock to be purchased is computed as the sum of (a)15% purchase discount off the grant date quoted trading price of the Company’s Series A common stock and (b) the fair value of the look-back feature of the Company’s Series A common stock on the grant date, which consists of a call option on 85% of a share of Series A common stock and a put option on 15% of a share of Series A common stock.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with a remaining maturity of three months or less when purchased to be cash equivalents. As of September 30, 2026 and December 31, 2025, the Company had cash equivalents of $484.2 million and $325.9 million, respectively, in money market funds.

As of September 30, 2026 and December 31, 2025, the Company had a current restricted cash balance of $0.7 million and $0.7 million, respectively. Restricted cash as of September 30, 2026 and December 31, 2025 related to the Company’s required collateral to fund payroll and credit card obligations in its Australian entity as well as collateral required to be held as a result of the Company’s office lease in Australia. Restricted cash is included in current assets for obligations that expire within one year and is included in non-current assets for assets that expire more than one year from the balance sheet date.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the Consolidated Balance Sheets to the total of the amounts reported in the Consolidated Statements of Cash Flow (in thousands):

As of September 30, 2026, $150.0 million of the $705.4 million cash and cash equivalents detailed above was held in a high yield notice deposit account requiring 31 days’ notice for withdrawal.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. The new guidance requires additional disclosure related to the disaggregation of income statement expense categories. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The adoption of this standard only impacts annual and quarterly disclosures and is not expected to have a material impact on the Company's consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. The new guidance amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-06 on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The new guidance is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. ASU 2025-11 is effective for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 on its interim condensed consolidated financial statements and related disclosures.

There are no other new accounting pronouncements that have been issued that could have a material impact on the Company’s financial position or results of operations.

3. Revenue Recognition

Deferred Revenue

The change in deferred revenue reflects billings during the period for which the performance obligation was not satisfied prior to the end of the period, partially offset by revenues recognized during the period. The following table summarizes the changes in the balance of deferred revenue during the periods presented (in thousands):

For the three and nine months ended September 30, 2026, revenue recognized from amounts included in deferred revenue at the beginning of the period was $103.0 million and $101.4 million, respectively. For the three and nine months ended September 30, 2025, revenue recognized from amounts included in deferred revenue from the beginning of the period was $71.0 million and $63.2 million, respectively.

Remaining Performance Obligations

Remaining performance obligations represents the amount of contracted future revenue that has not yet been recognized, including deferred revenue. As of September 30, 2026, the Company’s remaining performance obligations are $352.1 million, of which $313.0 million is expected to be recognized within the next twelve months and $39.1 million is expected to be recognized during a period greater than twelve months.

Accounts Receivable

Accounts receivable are shown net of an allowance for doubtful accounts of $2.3 million and $2.3 million as of September 30, 2026 and December 31, 2025, respectively.

4. Fair Value Measurements

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis at the periods indicated below, by level within the fair value hierarchy (in thousands):

As of September 30, 2026 and December 31, 2025, certain of the Company’s cash equivalents were held in money market funds. The Company’s investments in money market funds are classified within Level 1 of the fair value hierarchy as they are valued using quoted market prices in active markets.

As of September 30, 2026 and December 31, 2025, the Company’s carrying amounts of financial instruments, including cash, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short-term maturities.

5. Property and Equipment, Net

Property and equipment consist of the following (in thousands):

Depreciation and amortization expense related to property and equipment, inclusive of amortization expense associated with capitalized internal-use software development costs, was approximately $7.5 million and $21.2 million for the three and nine months ended September 30, 2026, respectively, and $4.4 million and $13.1 million for the three and nine months ended September 30, 2025, respectively. On January 31, 2025, the Company amended the lease agreement for its corporate headquarters located in Boston, Massachusetts which, among other things, extended the term of the lease to March 2033. Under the Company’s accounting policy, the useful life of leasehold improvements is the lesser of the lease term and the useful life of the asset. As such, the extension of the lease represents a change in estimate of the useful life of the leasehold improvements within the corporate headquarters. The Company accounted for this change in the useful lives as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections, which were recorded prospectively upon execution of the lease amendment. This change in estimate resulted in a reduction of $0.8 million and $3.0 million in depreciation expense for the three and nine months ended September 30, 2026, respectively, and $1.8 million and $4.2 million in depreciation expense for the three and nine months ended September 30, 2025, respectively, and an immaterial impact on basic and diluted net income (loss) per share attributable to Series A and Series B common stockholders.

During the three months ended September 30, 2026 and 2025, the Company capitalized $5.6 million and $6.4 million of internal-use software development costs, respectively. During the nine months ended September 30, 2026 and 2025, the Company capitalized $15.5 million and $19.2 million of internal-use software development costs, respectively. The Company recorded amortization expense associated with its capitalized internal-use software development costs of $4.1 million and $2.3 million for the three months ended September 30, 2026 and 2025, respectively, and $11.3 million and $5.9 million for the nine months ended September 30, 2026 and 2025, respectively. Amortization expense is included in cost of revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

6. Accrued Expenses

The following table presents components of accrued expenses (in thousands):

7. Commitments and Contingencies

Contractual Obligations and Commitments

The Company has material long-term non-cancelable contractual obligations outstanding with various service providers. Future minimum payments under the Company’s non-cancelable purchase commitments as of September 30, 2026 and December 31, 2025, were $775.7 million and $929.2 million, respectively.

Legal Matters

From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the course of its business, including but not limited to claims brought by its customers in connection with commercial disputes and litigation arising from employee and ex-employee related matters. The Company is not presently subject to any pending or threatened litigation, individually or taken together, for which it is reasonably possible to have a material effect on its consolidated financial position or results of operations.

Guarantees and Indemnification Obligations

In the ordinary course of business, the Company enters into agreements with its customers that include commercial provisions with respect to licensing, infringement, indemnification, and other common provisions. The Company does not, in the ordinary course of business, agree to indemnification obligations for the Company under its contracts with customers except for intellectual property infringement claims related to the Company’s services. Based on historical experience and information known at September 30, 2026 and December 31, 2025, the Company has not incurred any costs for guarantees or indemnities.

8. Leases

The components of lease expense are as follows (in thousands):

Supplemental balance sheet information related to the Company’s operating leases is as follows (in thousands):

Supplemental cash flow information and non-cash activity related to the Company’s leases are as follows (in thousands):

Other information related to leases is as follows:

Future undiscounted annual cash flows for the Company’s operating leases as of September 30, 2026 are as follows (in thousands):

The table above does not include options to extend lease terms that are not reasonably certain of being exercised or leases signed but not yet commenced as of September 30, 2026.

9. Income Taxes

The Company computes its provision for interim periods by applying its estimated annual effective tax rate to its anticipated net income (loss) and adjustments for discrete items in the period. The Company’s effective tax rates for the three months ended September 30, 2026 and 2025, and the nine months ended September 30, 2026 and 2025 differ from the U.S. federal statutory income tax rate of 21% due to changes in pre-tax income (loss) and the valuation allowance in the U.S. The Company’s effective tax rate was 65.9% and 30.6% for the three months ended September 30, 2026 and 2025, respectively, and the Company's effective tax rate was 84.3% and (1.4)% for the nine months ended September 30, 2026 and 2025, respectively. The current period tax expense reflects an increase in foreign operations.

Deferred income taxes reflect the impact of carryforwards and temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. The carryforwards and temporary differences give rise to a significant portion of the Company’s deferred tax assets and liabilities. The Company continues to maintain a valuation allowance against its deferred tax assets in the U.S.

The Organization for Economic Cooperation and Development (“OECD”) introduced an international tax framework that provides for a global minimum tax of 15% for large multinational companies. The framework and guidance do not have a material impact on our effective rates for income taxes or cash taxes paid, due to the safe harbor relief during the transition period. We continue to closely monitor developments.

10. Common Stock and Stockholders’ Equity

Common Stock Warrants

On July 28, 2022, the Company granted warrants to purchase up to 15,743,174 shares of Series B common stock in connection with the collaboration agreement and strategic partnership with Shopify as compensation for marketing services.

The following table summarizes the warrants activity during the nine months ended September 30, 2026:

During the three and nine months ended September 30, 2026,344,383 and 1,033,147 warrants vested, respectively. The Company hasno vested but not exercised warrants outstanding as of September 30, 2026. During the three and nine months ended September 30, 2025,344,383 and 1,033,147 warrants vested, respectively.

Share Repurchase Authorization

On March 2, 2026, the Company announced that its board of directors (the “Board of Directors”) authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may repurchase up to $500.0 million of its issued and outstanding shares of Series A common stock with no expiration date. Repurchases under the Share Repurchase Program may be made from time to time in the open market, through privately negotiated transactions or other means, including pursuant to 10b5-1 plans, or any combination of the foregoing, and in compliance with applicable securities laws and other applicable requirements. As part of the Share Repurchase Program, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a third-party investment bank (the “Dealer”) to repurchase $100.0 million of shares of its Series A common stock. Under the ASR Agreement, on March 3, 2026, the Company paid the Dealer $100.0 million and received an initial delivery of 4,307,869 shares of Series A common stock at a price of $18.87 per share. The shares received upon initial delivery were recorded as treasury stock, resulting in a reduction to stockholders’ equity. The remaining portion to be repurchased pursuant to the ASR Agreement represented a forward contract indexed to the Company’s own stock.

On April 10, 2026, the Company received a delivery of 1,039,238 shares of Series A common stock at a price of $16.40 from the Dealer as final settlement of the ASR Agreement. The shares received upon final settlement were recorded as treasury stock, resulting in a reduction to stockholders’ equity. In total, the Company repurchased approximately 5,347,107 shares of Series A common stock under the ASR Agreement at $19.14 per share, which represents the volume-weighted average share price of the Company's Series A common stock during the term less a discount.

For the three and nine months ended September 30, 2026, pursuant to non-overlapping 10b5-1 plans entered into with third-party investment banks, the Company had repurchased 8,764,094 and 23,896,851 shares of Series A common stock at a weighted average price of $17.08 and $16.19 per share, respectively. The shares repurchased were recorded as treasury stock, resulting in a reduction of stockholders’ equity. As of September 30, 2026 approximately $13.1 million remained available for repurchase under the Share Repurchase Program.

For the three and nine months ended September 30, 2026, the share repurchases under the ASR and 10b5-1 plans resulted in an estimated excise tax liability of $1.5 million and $4.9 million, respectively, which was recorded as a cost of the repurchase transactions and reflected as a reduction to stockholders’ equity and an increase to accrued expenses.

11. Stock-Based Compensation

Equity Incentive Plans

The Company has outstanding awards issued under the 2015 Plan and the 2023 Plan. Both plans provide for the grant of various types of stock-based compensation awards including, but not limited to, RSUs, PSUs, Incentive Stock Options ("ISOs), Non-Qualified Stock Options ("NSOs"), and Restricted Stock Awards ("RSAs"). During the three and nine months ended September 30, 2026, the Company granted RSUs and PSUs under the 2023 Plan. During the three and nine months ended September 30, 2025, the Company solely granted RSUs under the 2023 Plan. As of September 30, 2026, the Company’s authorized common stock includes 90,198,764 shares of Series A common stock reserved for issuance of equity awards under the 2023 Plan, of which 57,259,462 shares are available for future grants.

Restricted Stock Units

During the three and nine months ended September 30, 2026, the Company granted RSUs to employees under the 2023 Plan. RSUs granted under the 2023 Plan vest upon the satisfaction of service-based vesting conditions only. Generally, the service-based vesting condition requires the grantee to remain an eligible participant, as that term is defined in the 2023 Plan, for a period of 3 years or 4 years. Generally, RSUs vest quarterly over a 3 year period or vest 25% after 1 year, with the remainder vesting quarterly over the following 3 years.

Performance Stock Units

During the three and nine months ended September 30, 2026, the Company granted 328,767 and 1,237,854 PSUs under the 2023 Plan that will vest upon achievement of specified market-based vesting conditions tied to the trading price of the Company's Series A common stock and continuous service through the applicable vesting dates. These PSUs will vest in up tothree tranches overtwo totwo years, six months measurement periods. Each tranche of PSUs will vest only if the average closing market trading price of the Company’s Series A common stock over a period ofsixty consecutive calendar days during the applicable measurement period equals or exceeds a specified dollar value. The stock price targets for tranches 1 through 3 are $30.00, $50.00, and $75.00 per share, respectively, subject to proportionate adjustment in the event of any stock split or other similar change in the Company’s capital stock. The fair value of these PSUs is estimated on the grant date using a Monte Carlo simulation model and stock-based compensation cost is recognized using the graded vesting attribution method over the requisite service period. The aggregate fair value of these PSUs granted during the three and nine months ended September 30, 2026 was $0.7 million and $5.4 million, respectively. During the three and nine months ended September 30, 2026, the Company recognized $1.3 million and $2.3 million, respectively, of stock-based compensation expense related to these PSUs.

During the nine months ended September 30, 2026, the Company granted 26,737 PSUs under the 2023 Plan that will vest upon achievement of a specified financial performance target and are subject to continuous service throughout the applicable vesting date. These PSUs include aone-year performance period within aone-year vesting period. The fair value of these PSUs is the closing price of the Company's Series A common stock on the grant date of the award and stock-based compensation cost is recognized, using the graded vesting attribution method over the requisite service period, when it becomes probable that the performance target will be achieved. The aggregate fair value of these PSUs granted during the nine months ended September 30, 2026 was $0.5 million. As of September 30, 2026, the Company has determined that achievement of the performance target is not yet probable. Accordingly, no compensation expense has been recognized related to these PSUs during the nine months ended September 30, 2026.

During the nine months ended September 30, 2026, the Company additionally granted 1,193,238 PSUs under the 2023 Plan that will vest in up tofour tranches over afive-year measurement period, subject to the achievement of specified performance targets tied to the trading price of the Company’s Series A common stock and continuous service through the applicable vesting date. Each tranche of PSUs will vest only if the trading price of the Company’s Series A common stock closes at or above a specified dollar value for a period of at least sixty consecutive calendar days during the applicable measurement period. The stock price targets for tranches 1 through 4 are $40.00, $55.00, $70.00, and $85.00 per share, respectively, subject to proportionate adjustment in the event of any stock split or other similar change in the Company’s capital stock. The fair value of these PSUs is estimated on the grant date using a Monte Carlo simulation model and stock-based compensation cost is recognized using the graded vesting attribution method over the requisite service period. The aggregate fair value of these PSUs granted during the nine months ended September 30, 2026 was $19.0 million. During the three and nine months ended September 30, 2026, the Company recognized $2.1 million and $6.0 million of stock-based compensation expense related to these PSUs, respectively.

Employee Stock Purchase Plan

On August 24, 2023, the Board of Directors adopted the ESPP. As of September 30, 2026, the Company reserved 13,402,580 shares of Series A common stock for issuance pursuant to purchase rights granted to the Company’s eligible employees under the ESPP. During the three and nine months ended September 30, 2026, the Company recognized stock-based compensation expense related to the ESPP of $1.1 million and $4.5 million, respectively. During the three and nine months ended September 30, 2025, the Company recognized stock-based compensation expense related to the ESPP of $1.8 million and $4.5 million, respectively. As of September 30, 2026, $2.6 million of unrecognized stock-based compensation expense related to the ESPP is expected to be recognized on a straight-line basis over the subsequent 0.9 years.

During the nine months ended September 30, 2026, the Company issued 309,821 shares of Series A common stock under the ESPP. During the nine months ended September 30, 2025, the Company issued 275,800 shares of Series A common stock under the ESPP.

Modifications

On April 14, 2026, the ESPP was amended to shift the offering and purchase period dates following the completion of the offering and purchase period ending on June 30, 2026. The new offering commenced on September 1, 2026 following a suspension of the plan from the previous offering, with 12-month offering periods beginning March 1 and September 1 of each year, or the next trading date thereafter. The shift was accounted for as a modification of the original award resulting in animmaterial incremental stock-based compensation cost which will be recognized using the straight-line method over the modified offering period of the award.

During the nine months ended September 30, 2026, the Company modifiedone executive's stock-based awards to accommodate their employment transition by changing the timing of the service-based condition of 76,065 RSUs. This resulted in incremental stock-based compensation expense of which $0.3 million and $0.7 million was recognized during the three and nine months ended September 30, 2026, respectively.

During the three and nine months ended September 30, 2025, the Company modifiedone employee's stock-based awards to accommodate their employment transition by changing the timing of the service-based vesting condition of 121,969 RSUs. This resulted in incremental stock-based compensation expense of $1.4 million which was recognized over the remainder of the modified service period ending on December 31, 2025. Of that incremental stock-based compensation expense, $0.5 million was recognized during the three and nine months ended September 30, 2025.

During the nine months ended September 30, 2025, the Company provided seventeen terminated employees with accelerated vesting on the service-based vesting condition of 40,003 RSUs and recorded incremental stock-based compensation expense of $1.1 million resulting from the modifications.

Stock-Based Compensation Expense

Stock-based compensation included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows (in thousands):

12. Earnings Per Share

Basic net income (loss) per share attributable to Series A and Series B common stockholders is computed by dividing the net income (loss) by the number of weighted-average outstanding common shares. Diluted net income (loss) per share attributable to Series A and Series B common stockholders is determined by giving effect to all potential common equivalents during the reporting period, unless including them yields an antidilutive result. The Company considers its warrants, Investment Option, RSUs, PSUs, stock options, and ESPP shares as potential common equivalents. The Company uses the treasury stock method for calculating any potential dilutive effect of its potential common equivalents, but excluded them from the computation of diluted earnings per share attributable to common stockholders for the three and nine months ended September 30, 2025 as the Company was in a net loss position and their effect was antidilutive.

The rights, including the liquidation and dividend rights, of the holders of Series A and Series B common stock are identical, except with respect to voting and conversion. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each series of common stock and the resulting basic and diluted net income (loss) per share attributable to common stockholders are, therefore, the same for both Series A and Series B common stock on both an individual and combined basis.

The following table presents the calculation of basic and diluted net income (loss) per share attributable to Series A and Series B common stockholders for the three and nine months ended September 30, 2026 and 2025 (in thousands, except share and per share data):

The following table summarizes the potential common shares excluded from the computation of diluted net income (loss) per share:

13. Related Party Transactions

In July 2026, the Company purchased services from Vercel Inc., a related party to a member of the Board of Directors. As of September 30, 2026, the Company purchased services in the aggregate of approximately $0.5 million, of which $0.4 million was included within prepaid expenses within the Condensed Consolidated Balance Sheets and $0.1 million was included within general and administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

14. Segment Information and Geographic Data

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Co-Chief Executive Officer, Andrew Bialecki. The Company has determined that it operates inone operating segment andone reportable segment as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The key measure of segment profit or loss that the CODM uses to make operating decisions, allocate resources and evaluate financial performance is the Company’s consolidated net income (loss), as reported in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Net income (loss) is used to plan and forecast for future periods, design and implement key marketing strategies, expand into new markets, and launch new products. Significant expense categories regularly provided to the CODM are those disclosed in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Disaggregation of Revenue

Revenue by geographic area, based on the location of the Company’s customers, was as follows (in thousands):

(1) Other than the United States, no other individual country accounted for 10% or more of total revenue for any of the periods presented.

(2) Asia-Pacific

(3) Europe, the Middle East and Africa

(4) Other than the United Kingdom, no other individual country accounted for 10% or more of total revenue for any of the periods presented.

Disaggregation of Long-lived Assets

Long-lived assets consist of property and equipment and ROU assets. Long-lived assets by geographical region are as follows (in thousands):

(1) Asia-Pacific

(2) Europe, the Middle East and Africa

(3) No other country in this geographic region represented more than 10% of the Company’s long-lived assets for the periods presented

15. Acquisition of Intangible Assets

On August 4, 2026, the Company executed an asset assignment, waiver and release agreement with Agency AI, Inc. (“Agency”) to acquire from Agency all rights, titles, and interests to specific proprietary software and intellectual property as well as an assembled workforce comprised of Agency employees. This transaction closed on August 7, 2026. Total consideration consisted of $15.0 million paid at closing and up to $2.0 million in deferred consideration in the form of wind-down costs to be paid during the three months ended December 31, 2026. As of September 30, 2026, the Company estimates total wind-down costs of $2.0 million will be incurred by the end of the wind-down period. As of September 30, 2026, no wind-down costs have been paid by the Company, and the costs are recorded as Accrued Expenses. Any future adjustment to these costs will be recorded as an increase or decrease to the carrying value of the acquired assets. Additionally, $0.3 million of acquisition costs were included as a component of the consideration and capitalized as part of the assets acquired.

The Company allocated the total cost of the acquisition, inclusive of direct costs associated with the acquisition, to the net assets acquired based upon their relative fair values as of the acquisition date as determined by management. The following table presents the allocation of the purchase price to the net assets acquired based upon relative fair value (in thousands, except useful life data):

The Company recognized $17.3 million of identifiable intangible assets consisting of $16.0 million of developed technology recorded within Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets and $1.3 million of assembled workforce recorded within Other non-current assets on the Condensed Consolidated Balance Sheets. These intangible assets are amortized on a straight-line basis over their estimated useful lives, which has a total weighted-average amortization period of 0.83 years. Amortization of developed technology is recorded entirely within research and development, while amortization of assembled workforce is recorded within research and development, selling and marketing, and general and administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The acquired assets, net consisted of the following (in thousands):

16. Restructuring Costs

During the three months ended September 30, 2026, the Company implemented a restructuring plan that resulted in a reduction of approximately 3% of the Company’s full time workforce. The Company’s restructuring actions were intended to achieve operational efficiencies primarily driven by productivity gains across the Company. Restructuring costs consist primarily of employee severance and related benefits. During the three months ended September 30, 2026, $3.4 million ofrestructuring costs were recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), of which $2.3 million were recorded in research and development expenses and $1.1 million were recorded in cost of revenue, selling and marketing, and general and administrative expenses. As of September 30, 2026, there were $3.4 million of unpaid restructuring costs included within accrued expenses in the accompanying Condensed Consolidated Balance Sheets.

During the three months ended September 30, 2025, the Company implemented a restructuring plan that resulted in a reduction of approximately 3% of the Company’s full time workforce. The Company’s restructuring actions were intended to improve operational efficiencies. Restructuring costs consist primarily of employee severance and related benefits. During the three months ended September 30, 2025, $4.2 million ofrestructuring costs were recorded in research and development expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). As of September 30, 2025, there were $0.8 million of unpaid restructuring costs included within accrued expenses in the accompanying Condensed Consolidated Balance Sheets.

17. Subsequent Events

On November 4, 2026, the Company announced that the Board of Directors authorized a new share repurchase program pursuant to which the Company may repurchase up to $300.0 million of its issued and outstanding shares of Series A common stock. This share repurchase program is distinct from the Company's previous share repurchase program which, as of the date of this filing, has been fully completed. Repurchases under the program may be made from time to time in the open market, through privately negotiated transactions or other means, including pursuant to 10b5-1 plans, or any combination of the foregoing, and in compliance with applicable securities laws and other applicable requirements. The new $300.0 million share repurchase program does not have a time limit, does not obligate the Company to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice.