You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and related notes included elsewhere in this annual report. This discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section of this annual report captioned “Item 3. Key Information—D. Risk Factors” and in other parts of this annual report. Our fiscal year ends on December 31. A.Operating Results Overview Agora, Inc. is the holding company of two independent divisions operating under the Agora and Shengwang brands. Agora is a pioneer and global leader in Real-Time Engagement PaaS that operates in the United States, as well as other international markets outside the United States and China. Shengwang is a pioneer and leading Real-Time Engagement PaaS provider in the China market. We provide developers simple-to-use, highly customizable and widely compatible application programming interfaces, or APIs, to embed real-time engagement functionalities—such as video, voice, chat, live streaming and conversational AI—into their applications without the need to develop the technology or build the underlying infrastructure themselves. The real-time data transmission is handled by our Software-Defined Real-Time Network, or SD-RTN, which is a virtual network overlay on top of the public internet. Using our proprietary algorithms, the SD-RTN continuously monitors and optimizes data transmission paths through the network to minimize latency and packet loss, enabling high-quality real-time engagement across millions of concurrent end users. Since the establishment of our Agora business headquartered in Santa Clara, California and our Shengwang business headquartered in Shanghai, China, both in 2014, developers around the world have used our APIs to create use cases and experiences that far exceed our imagination. We take pride in having a developer-centric business model and have cultivated a large and engaged developer community with more than one million accumulated registered applications as of December 31, 2025. These applications power more than 200 use cases in a wide range of industries, including social and entertainment, education, live shopping, IoT, enterprise collaboration, financial services and healthcare. Advancements in large language models have expanded our addressable market. Beyond enabling real-time engagement among human users, our products enable voice-based real-time interaction between users and AI agents. In March 2025, we launched our conversational AI engine, empowering developers to build voice AI agents that converse with humans naturally. Our conversational AI engine has been adopted in various scenarios, including customer service, online learning and tutoring, and smart devices such as companionship toys. With the performance of large language models and our conversational AI capabilities continuing to improve, we expect their adoption across use cases to ramp up. We believe we are well-positioned to capture the enormous market opportunities from conversational AI with our advanced audio and video processing technology, global real-time network infrastructure, strong brand names among developers, and dedication to innovation. Our business employs a freemium model, offering 10,000 free minutes of real-time engagement per month per account, to encourage adoption and innovation by developers and proliferation of real-time engagement use cases. As usage exceeds the allotted free minutes, we charge developers based on usage and they become our customers. Our active customers, defined as customers from whom we generate more than US$100 of revenue during the preceding 12 months, excluding customers of Easemob business, reached 2,085 and 1,876 for Agora and Shengwang, respectively, as of December 31, 2025. As our customers succeed, we share in their success through our usage-based revenue model. We believe a useful indicator of the increased activity from our customers is our Dollar-Based Net Retention Rate. The Dollar-Based Net Retention Rate of Agora was 93%, 95%, and 109% for 2023, 2024 and 2025, respectively. The Dollar-Based Net Retention Rate of Shengwang was 82%, 79%, and 89% for 2023, 2024 and 2025, respectively, excluding the revenues from certain end-of-sale products and Easemob’s CEC business. Our total revenues decreased by 5.9% from US$141.5 million in 2023 to US$133.3 million in 2024, and grew by 5.9% to US$141.1 million in 2025. We recorded net loss of US$87.2 million and US$42.7 million in 2023 and 2024, respectively, and net income of US$9.5 million in 2025. Factors Affecting Our Performance 61 Product and Market Leadership We are committed to delivering market-leading products to continue to build and maintain credibility with the global developer community. We believe we must maintain our technology, product and market leadership position and the strength of our brand to drive further revenue growth. We intend to continue to invest in our engineering capabilities and marketing activities to maintain our strong competitive position and brand perception among the developer community when it comes to real-time-engagement technology providers. As a result, our results of operations may reflect high levels of sustained investments to drive increased developer adoption and usage. Acquiring New Customers We are focused on growing the number of developers that use our platform. Our operating results and growth prospects will depend in part on our ability to attract new developers and convert them into paying customers as well as active customers. Our self-service model allows us to more efficiently leverage our investments in sales and marketing activities. In order to maintain the efficiency of our customer acquisition, we must maintain and expand our grassroots developer outreach and targeted sales efforts to larger organizations that could benefit from our products, in the form of conference and events and other sales and marketing initiatives, which will all require significant investments before realizing revenue growth resulting from such investments. We believe that by investing in our brand and developer relationships, we can continuously drive awareness and attract more customers to our platform. Expanding Usage of Existing Customers We believe that there are significant opportunities for growth with many of our existing customers. Many customers adopt our products through self-managed deployments and often significantly expand their usage over time. In order for us to continue to expand usage within our existing customer base, we will need to maintain engineering-level customer support and continue to introduce new products and features as well as innovative new use cases that are tailored to our customers’ needs. Given our usage-based revenue model, we depend on the success of our customers and their applications. We quantify our expansion across existing customers through our Dollar-Based Net Retention Rate. Our Dollar-Based Net Retention Rate reflects adoption and usage within our customers, as our revenue is primarily driven by the customers’ usage of our video and voice products, while removing the impact of currency translations which we do not believe reflect our core operating performance. Dollar-Based Net Retention Rate may fluctuate as a result of several factors, including the level of penetration within our customer base, expansion of products and features, the mix of use cases and products adopted by our customers, fluctuations in the usage of our customers’ applications by their end users and our ability to retain our customers. Innovation and Enhancement of Our Platform We are dedicated to empowering our customers through technology. We believe that our market leadership relies on our research and development and technological capabilities and our ability to recruit the best talents in this area. We continue to invest resources to enhance the capabilities of our platform and release product updates in order to meet our customers’ evolving demands. We believe that the more developers and other third parties use our platform and integrate it with third-party applications, the more we become the ubiquitous platform for real-time engagement. We will need to expend additional resources to continue to introduce new products, features and functionality, new use cases and adjacent functions to existing use cases, and to continue to support the integration efforts of third parties that enhance the value of our platform. At the same time, we will further expand our research and development capabilities by investing in our research and development team, recruiting and retaining industry leading developers. Our results of operation may be affected by the level of investment we make to further grow our research and development capabilities. International Growth A component of our growth strategy involves the further expansion of our operations and customer base worldwide. The majority of our revenue in 2023, 2024 and 2025 was generated from customers operating primarily in the PRC and United States. We expect to continue to expand our international go-to-market and collaboration efforts with ecosystem partners in other global markets in the future. Although the expansion of the reach of our platform and our global sales efforts will add increased complexity and costs to our business, we can create use case revenue synergies where we can leverage the experience we learned while developing certain use cases in a region to accelerate adoption in another region. Additionally, we can create use case cost synergies where we no longer need to re-invest into developing a use case in a region if there is already an existing use case that we have previously developed in another region. Effect of Currency Translations As a result of our international operations, we are exposed to the impacts of currency translation. Our reporting and functional currency is the U.S. dollar. The functional currency of our subsidiaries and the Former VIE in the PRC, which generate the majority 62 of our revenue, is the Renminbi. The financial statements of our entities using functional currencies other than the U.S. dollar are translated to the U.S. dollar. Revenue and expense items are translated at average exchange rates prevailing during the fiscal year. As a result, as the Renminbi depreciates or appreciates against the U.S. dollar, our revenue presented in U.S. dollars will be negatively or positively affected. Key Operating and Financial Metrics The following table sets forth the key financial and operating metrics we use for the years indicated. Year Ended December 31, 2023 2024 2025 Dollar-Based Net Retention Rate: Agora 93% 95% 109% Shengwang(1) 82% 79% 89% Active customers: Agora 1,683 1,723 2,085 Shengwang(2) 1,835 1,979 1,876 (1)excluding the revenues from certain end-of-sale products and Easemob’s CEC business (2)excluding customers of Easemob business Dollar-Based Net Retention Rate Our ability to drive growth and generate incremental revenue depends, in part, on our ability to maintain and grow our relationships with existing customers and to increase their usage of our platform. An important way in which we track our performance in this area is by measuring the Dollar-Based Net Retention Rate for our existing customers. Our Dollar-Based Net Retention Rate increases when our customers increase usage of a product, extend usage of a product to new applications or adopt a new product. Our Dollar-Based Net Retention Rate decreases when our customers cease or reduce usage of a product or when we lower prices. Our Dollar-Based Net Retention Rate measures our ability to increase revenue generated from our existing customer base. To calculate Dollar-Based Net Retention Rate for a given 12 month period, we first identify all customers in the prior 12 month period, then calculate the quotient from dividing the revenue generated from such customers in the given 12 month period by the revenue generated from the same group of customers in the prior 12 month period. We calculate our Dollar-Based Net Retention Rate on a 12 month-over-12 month basis because our revenue is subject to fluctuations from quarter to quarter. Active Customers We believe that our ability to expand our customer base is an important indicator of market acceptance of our platform, the growth of our business and future business opportunities. We define an active customer at the end of any particular period as an organization or individual developer from which we generated more than US$100 of revenue during the preceding 12 months. We count customers based on unique customer account identifiers. Generally, one software application uses the same customer account identifier throughout its life cycle while one account may be used for multiple applications. In each of the periods presented, revenue from active customers represented substantially all of our revenue. Components of Our Results of Operations Revenue We derive substantially all of our revenue from usage-based fees earned from customers using video, voice, and other products. A majority of the minutes used by our customers are for voice products, but we generate a majority of our revenue from usage of video products, which we sell for a higher price given the higher bandwidth cost and technical sophistication required. Our product mix is impacted by the relative contribution of various use cases. We expect that product and use case mix and their impact on revenue will vary from period to period. Generally, customers enter into 12-month contracts and are invoiced monthly in arrears based on usage. We offer tiered, volume-based discounts to our largest customers, in some cases in return for some level of minimum revenue commitment. Cost of Revenue and Gross Margin Our cost of revenue consists primarily of the costs of bandwidth purchased from network operators and cloud providers, data center co- location costs, depreciation of servers and network equipment, sales and other taxes and personnel costs for customer solutions and services employees. 63 Our gross profit is equal to our total revenues less cost of revenues. Our gross profit as a percentage of our total revenues is referred to as gross margin. Our gross margin has been and will continue to be affected by a number of factors, including the timing and extent of our investments in our operations, our ability to manage our bandwidth, co-location and server costs and the extent to which we periodically choose to pass on the cost savings from lower pricing and higher utilization to our customers in the form of lower prices as well as our efforts to drive greater usage of our products through attractive pricing. Operating Expenses The most significant components of our operating expenses are personnel costs, which consist of salaries, benefits, bonuses, and share- based compensation. We also incur other non-personnel costs related to our general overhead expenses. •Research and Development. Our research and development expenses consist primarily of personnel costs for research and development personnel, third-party software testing services and an allocation of general overhead expenses. Except for immaterial capitalized internal-use software development costs in 2023, 2024 and 2025, all development costs have been expensed as incurred. We believe that continued investment in our products is important for our future growth, and we expect to continue to focus our research and development efforts on improving the quality of the end-user experience, adding new features and functionalities to our products and introducing new products. We expect our research and development expenses to continue to increase in absolute dollars for the foreseeable future. Although these expenses may fluctuate as a percentage of total revenues from period to period, over the longer term, we expect research and development expenses to decline as a percentage of revenue as we scale our business. •Sales and Marketing. Our sales and marketing expenses consist primarily of advertising-related expenditures, marketing costs related to our developer conferences and event, personnel costs of our sales and marketing team and an allocation of our general overhead expenses. Our go-to market strategy is focused on building developer community and enthusiasm for our products. We also employ more targeted sales efforts focused on large potential customers with proven use cases that could benefit from our products. We plan to continue investing in sales and marketing by increasing our sales and marketing headcount, expanding our sales channels, building our brand awareness and sponsoring additional marketing events. We expect our sales and marketing expenses to continue to increase in absolute dollars for the foreseeable future as we expand our sales and marketing efforts and continue to build our brand, although these expenses may fluctuate as a percentage of our total revenues from period to period depending on the timing of these expenses and, over the longer term, we expect them to decline as a percentage of revenue as we scale our business. •General and Administrative. Our general and administrative expenses consist primarily of personnel costs for our accounting, finance, legal, human resources and administrative support personnel and executives. General and administrative expenses also include costs related to current expected credit loss, legal and other professional services fees and an allocation of our general overhead expenses. We expect to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and increased expenses for insurance, investor relations and professional services. We expect our general and administrative expenses to continue to increase in absolute dollars for the foreseeable future. Although these expenses may fluctuate as a percentage of our total revenues from period to period, over the long term, we expect general and administrative expense to gradually decline as a percentage of revenue as we scale our business. Taxation Cayman Islands The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments. Hong Kong Our subsidiary, ShengWang HongKong Limited (previously known as Agora IO Hongkong Limited), is incorporated in Hong Kong and is subject to Hong Kong profit tax at the rate of 8.25% for profit of up to HK$2.0 million and 16.5% for the remainder of taxable income. Hong Kong does not impose a withholding tax on dividends. PRC 64 Our subsidiaries and the Former VIE in the PRC are companies incorporated under PRC law and, as such, are subject to PRC enterprise income tax on their taxable income in accordance with the relevant PRC income tax laws. Under the EIT Law, the standard enterprise income tax rate is 25%. Entities qualifying as High and New Tech Enterprises enjoy a preferential tax rate of 15%. Enterprises recognized as Software Enterprises enjoy a tax holiday consisting of a two-year exemption commencing from their first profitable calendar year and a 50% reduction in ordinary tax rate for the following three calendar years. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. Shanghai Dayin, Zhaoyan and Shanghai Shengwang has been accredited as a software enterprise company. It qualifies for the tax holiday during which they are entitled to an exemption from EIT for two years commencing from their first profit-making year of operation and the 50% reduction of EIT for the following three years. The software enterprise qualification is subject to an annual assessment. Shanghai Dayin obtained its High and New Tech Enterprise certificate in 2025 and is entitled to preferential EIT rate of 15% for the years of 2025, 2026 and 2027. Zhaoyan renewed its High and New Tech Enterprise certificate in 2024 and is entitled to preferential EIT rate of 15% for the year of 2024. Shanghai Shengwang obtained its High and New Tech Enterprise certificate in 2023 and is entitled to preferential EIT rate of 15% for the years of 2023, 2024 and 2025. Beijing Shengwang Technology Co., Ltd. (“Beijing Shengwang”) obtained its high-tech enterprise certificate in 2024 and is entitled to preferrential tax rate of 15% for the years of 2024, 2025 and 2026. As a Cayman Islands holding company, we may receive dividends from our PRC subsidiaries. Pursuant to the EIT Law, a 10% withholding tax is generally levied on dividends declared by companies in China to their non-resident enterprise investors. A lower withholding tax rate of 5% is applicable for direct foreign investors incorporated in Hong Kong with at least 25% equity interest in the PRC company and meeting the relevant conditions or requirements pursuant to the tax arrangement between mainland China and Hong Kong S.A.R. The equity holders of our PRC operating subsidiaries who are incorporated in Hong Kong may be able to benefit from the 5% withholding tax rate for the dividends received from PRC subsidiaries, if they satisfy the conditions prescribed under STA Circular 81 and other relevant tax rules and regulations. However, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future, require us to provide relevant materials and to cooperate with the investigations, and we may be required to recover taxes and to assume the liabilities for deferred tax payment. If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC EIT Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. United States Our subsidiary in California, United States is subject to U.S. federal corporate tax and California corporate franchise tax on its taxable income as reported in its statutory financial statements and adjusted in accordance with relevant U.S. tax laws. The applicable U.S. federal corporate tax rate is 21%, the California corporate franchise tax rate is 8.84% in 2023, 2024 and 2025. United Kingdom Our subsidiary in the United Kingdom is subject to the UK corporate income tax rate of 25%. Singapore Our subsidiary in Singapore is subject to the corporate income tax rate of 17% for the years ended December 31, 2023, 2024 and 2025. India Our subsidiary in India is subject to the India corporate income tax rate of 25.17%. Results of Operations The following tables set forth our results of operations in 2023, 2024 and 2025 and express the relationship of certain line items as a percentage of total revenues for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results. 65 Year ended December 31, 2023 2024 2025 US$ % US$ % US$ % (in US$ thousands, except for percentages) Real-time engagement service revenues 133,098 94.0 127,624 95.8 137,971 97.8 Real-time engagement on-premise solution and other revenues 8,440 6.0 5,632 4.2 3,086 2.2 Total revenues 141,538 100.0 133,256 100.0 141,057 100.0 Cost of revenues (52,063) (36.8) (47,809) (35.9) (47,393) (33.6) Gross profit 89,475 63.2 85,447 64.1 93,664 66.4 Operating expenses: Research and development expenses (77,666) (54.9) (80,344) (60.3) (55,459) (39.3) Sales and marketing expenses (33,958) (24.0) (27,220) (20.4) (26,352) (18.7) General and administrative expenses (34,976) (24.7) (32,772) (24.6) (22,670) (16.1) Total operating expenses (146,600) (103.6) (140,336) (105.3) (104,481) (74.1) Other operating income 1,729 1.2 1,578 1.2 1,407 1.0 Impairment of goodwill (31,928) (22.6) — — — — Loss from operations (87,324) (61.7) (53,311) (40.0) (9,410) (6.7) Exchange (loss) gain (151) (0.1) 168 0.1 1,623 1.2 Interest expense (20) — (253) (0.2) (36) — Losses from extinguishment of convertible note (1,230) (0.9) — — — — Interest income 18,836 13.3 16,941 12.7 15,051 10.7 Investment (loss) income (18,526) (13.1) (3,328) (2.5) 1,457 1.0 Other income 1,649 1.2 793 0.6 1,198 0.8 (Loss) income before income taxes (86,766) (61.3) (38,990) (29.3) 9,883 7.0 Income taxes (422) (0.3) (258) (0.2) (323) (0.2) Losses from equity in affiliates (31) — (3,479) (2.6) (32) — Net (loss) income (87,219) (61.6) (42,727) (32.1) 9,528 6.8 Comparison of Years Ended December 31, 2024 and 2025 Revenue Year ended December 31, Change 2024 2025 US$ % (in US$ thousands, except for percentages) Revenues of Agora 64,503 74,866 10,363 16.1 Revenues of Shengwang 68,753 66,191 (2,562) (3.7) Total revenues 133,256 141,057 7,801 5.9 The increase in total revenues in 2025 was attributable to the increase in revenues of Agora in 2025, primarily due to our business expansion and usage growth in sectors such as live shopping. The decrease in the revenues of Shengwang in 2025 primarily due to a decrease in revenues of RMB 47.4 million ($6.6 million) due to the end-of-sale of certain products, which was offset partially by the increase in revenues from certain sectors such as social and entertainment and Internet of Things. Cost of Revenues and Gross Margin Year ended December 31, Change 2024 2025 US$ % (in US$ thousands, except for percentages) Cost of revenues 47,809 47,393 (416) (0.9) Percentage of total revenues 35.9% 33.6% — — The decrease in cost of revenues in 2025 was attributable to the end-of-sale of certain products, which was offset partially by the increase in bandwidth usage and server costs. Gross margin in 2025 was 66.4%, an increase of 2.3% from 64.1% in 2024 mainly due to the end-of-sale of certain low-margin product. Research and Development Expenses 66 Year ended December 31, Change 2024 2025 US$ % (in US$ thousands, except for percentages) Research and development expenses 80,344 55,459 (24,885) (31.0) Percentage of total revenues 60.3% 39.3% — — Of the decrease in research and development expenses, as the Company optimized its global workforce, US$13.8 million was due to share-based compensation, and US$11.2 million was due to a decrease in personnel costs. Sales and Marketing Expenses Year ended December 31, Change 2024 2025 US$ % (in US$ thousands, except for percentages) Sales and marketing expenses 27,220 26,352 (868) (3.2) Percentage of total revenues 20.4% 18.7% — — The decrease in sales and marketing expenses was primarily due to a decrease in personnel costs as the Company optimized its global workforce. General and Administrative Expenses Year ended December 31, Change 2024 2025 US$ % (in US$ thousands, except for percentages) General and administrative expenses 32,772 22,670 (10,102) (30.8) Percentage of total revenues 24.6% 16.1% — — Of the decrease in general and administrative expenses, as the Company optimized its global workforce, US$4.7 million was due to the decrease in allowance for current expected credit loss, mainly as a result of improved customer credit conditions and collection outcomes, and US$3.2 million was due to the decrease in share-based compensation. Interest Income The US$1.9 million decrease in interest income was primarily due to the decrease in average interest rate. Investment Loss (Income) Investment income in 2025 was $1.5 million, compared to investment loss of $3.3 million in 2024, US$7.3 million was primarily due to the fair value increase in an equity investment, which was partially offset by the decrease in the impairment losses of US$2.5 million on investments in certain private companies. Other Income The US$0.4 million increase in other income was primarily due to the increase of income of incentive payments from a depositary bank. Losses from Equity in Affiliates The US$3.4 million increase in losses from equity in affiliates was primarily due to an impairment loss on an investment in certain private company of US$4.1 million in 2024, which was nil in 2025. Comparison of Years Ended December 31, 2023 and 2024 See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Comparison of Years Ended December 31, 2023 and 2024” beginning on page 86 of our Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on April 15, 2025 (Securities Act File No. 001-39340) incorporated by reference into this annual report. Recent Accounting Policies See Note 2 to the audited consolidated financial statements included elsewhere in this annual report for additional information regarding recent accounting pronouncements. 67 B.Liquidity and Capital Resources The following table shows our cash, short-term bank deposits, short-term financial products issued by banks, short-term investments, accounts receivable and working capital as of the dates indicated: As of December 31, 2023 2024 2025 (in US$ thousands) Cash and cash equivalents 36,894 27,083 75,446 Short-term bank deposits 86,924 168,327 84,460 Short-term financial products issued by banks 84,853 71,464 55,000 Short-term investments 7,983 2,787 4,583 Accounts receivable, net 34,668 30,952 24,867 Working capital(1) 204,535 269,715 203,315 (1) Working capital is defined as current assets less current liabilities. As of December 31, 2025, our cash and cash equivalents include cash in bank, money market funds and time deposits placed with banks which have original maturities of three months or less at the time of purchase and are readily convertible to known amounts of cash. We intend to increase our capital expenditures to support the growth in our business and operations. We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs for at least the next 12 months. In February 2022, our Board has authorized a share repurchase program under which we may repurchase up to US$200 million of the Class A ordinary shares in the form of American depositary shares over the next 12 months, subject to relevant rules under the Securities Exchange Act of 1934, as amended, and our insider trading policy. In each of February 2023, 2024, 2025 and 2026, our board of directors authorized the extension of the foregoing share repurchase program for another 12 months, respectively, with all other terms remaining unchanged. As of December 31, 2025 and March 31, 2026, we had repurchased US$143.1 million of ADSs and US$156.2 million of ADSs, respectively, under the share repurchase program. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. We may seek to raise additional funds at any time through equity, equity-linked or debt financing arrangements. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in “Item 3. Key Information—D. Risk Factors.” We may not be able to secure additional financing to meet our operating requirements on acceptable terms, or at all. Source of Liquidity Since our inception, we have financed our operations and capital expenditures primarily through cash flows generated by operations and private sales of equity securities. From our inception in 2013 through December 31, 2025, we have raised US$590.8 million of equity capital, net of share and option repurchases, in connection with such financings. Cash Flow The following table sets forth a summary of our cash flows for the periods indicated. Year Ended December 31, 2023 2024 2025 (in US$ thousands) Net cash (used in) provided by operating activities (13,611) (14,129) 27,233 Net cash provided by (used in) investing activities 56,643 (38,049) 13,314 Net cash (used in) provided by financing activities (52,368) 45,994 4,992 Net (decrease) increase in cash, cash equivalents and restricted cash (10,140) (6,346) 44,818 Net Cash (Used in) Provided by Operating Activities Net cash provided by operating activities was US$27.2 million in 2025, as a result of net income of US$9.5 million, a US$7.6 million decrease in prepayments and other current assets, which primarily due to the decrease of interests receivable, a US$5.6 million increase in share-based compensation expenses, US$4.0 million in allowance for current expected credit losses, US$3.4 million in amortization of land use right, a US$2.4 million decrease in accounts receivable, US$2.1 million in amortization of right-of-use asset and interest on lease liabilities and US$2.0 million in depreciation. This was partially offset by a US$3.1 million decrease in accounts payable, a US$2.7 million increase in other non-current assets and a US$2.2 million decrease in operating lease liabilities. Net cash used in operating activities was US$14.1 million in 2024, as a result of net loss of US$42.7 million, a US$13.9 million increase in prepayments and other current assets, which primarily due to the increase of interests receivable, a US$5.9 million 68 decrease in accrued expenses and other liabilities and a US$5.0 million increase in accounts receivable. This was partially offset by a US$22.7 million increase in share-based compensation expenses, US$8.7 million in allowance for current expected credit losses, US$5.9 million decrease in other non- current assets, US$3.5 million in losses from equity in affiliates, US$3.5 million in depreciation and amortization, US$3.4 million in amortization of land use right, US$3.3 million in investment loss and US$2.6 million in amortization of right-of-use asset and interest on lease liabilities. Net cash used in operating activities was US$13.6 million in 2023, as a result of net loss of US$87.2 million, a US$9.1 million increase in accounts receivable, which primarily resulted from the growth of our business and the timing of cash receipts from customers, a US$7.3 million decrease in other non-current assets, a US$4.2 million decrease in accrued expenses and other liabilities, and a US$2.6 million decrease in operating lease liabilities. This was partially offset by a US$31.9 million increase in impairment of goodwill, US$24.6 million increase in share-based compensation expenses, US$19.8 million increase in impairment of long-term investments, US$7.1 million in depreciation and amortization, US$7.0 million in allowance for current expected credit losses, US$3.2 million in amortization of land use right, US$3.2 million increase in accounts payable, US$2.9 million in amortization of right-of-use asset and interest on lease liabilities and US$1.4 million in amortization of intangible assets. Net Cash (Used in) Provided by Investing Activities Our primary investing activities have consisted of purchases of property and equipment, construction in progress in relation to the headquarters project, short-term investments and long- term investments to support our overall business growth. Purchases of servers, network equipment and other hardware may vary from period-to-period due to timing of our expansion of our operations. Net cash provided by investing activities was US$13.3 million in 2025. This was attributable to US$204.3 million in proceeds from maturity of short-term bank deposits, and US$144.9 million in proceeds from maturity of short-term financial products issued by banks, offset in part by US$184.0 million in purchase of long-term bank deposits, US$65.3 million in purchase of short-term financial products issued by banks, US$61.0 million in purchase of short-term bank deposits and US$31.9 million in purchase of construction in progress for the headquarters project. Net cash used in investing activities was US$38.0 million in 2024. This was attributable to US$70.4 million in purchase of short-term financial products issued by banks, US$68.3 million in purchase of short-term bank deposits, US$61.4 million in purchase of long-term financial products issued by banks, US$35.5 million in purchase of long-term bank deposits and US$35.2 million in purchase of construction in progress for the headquarters project, offset in part by, US$130.0 million in proceeds from maturity of short-term bank deposits and US$105.4 million in proceeds from maturity of short-term financial products issued by banks. Net cash provided by investing activities was US$56.6 million in 2023. This was attributable to US$467.1 million in proceeds from maturity of short-term bank deposits, and US$17.5 million in proceeds from maturity of short-term financial products issued by banks, offset in part by US$219.4 million in purchase of short-term bank deposits, US$29.9 million in purchase of short-term financial products issued by banks, US$143.1 million in purchase of long-term bank deposits, US$20.0 million in purchase of long-term financial products issued by banks and US$10.8 million in purchase of construction in progress for the headquarters project. Net Cash (Used in) Provided by Financing Activities Net cash provided by financing activities was US$5.0 million in 2025, primarily due to US$32.4 million in proceeds from long-term borrowings for headquarters project, offset in part by US$27.7 million in repurchase of Class A ordinary shares. Net cash provided by financing activities was US$46.0 million in 2024, primarily due to US$35.8 million in proceeds from long-term borrowings for headquarters project and US$20.4 million in deposit received in relation to headquarters project, offset in part by US$11.1 million in repurchase of Class A ordinary shares. Net cash used in financing activities was US$52.4 million in 2023, primarily due to US$62.9 million in repurchase of Class A ordinary shares, offset in part by US$10.9 million in proceeds from long-term borrowings. Material Cash Requirements Our material cash requirements as of December 31, 2025 and any subsequent interim period primarily include working capital needs, capital expenditures, operating lease obligations, purchase commitments and capital commitments. Our capital expenditures were US$11.7 million, US$37.8 million and US$33.6 million in 2023, 2024 and 2025, respectively. Our capital expenditures were mainly used for purchases of construction in progress for the headquarters project, servers, network equipment and other hardware. We will continue to make capital expenditures to meet the expected growth of our business. 69 The following table sets forth the details of our material cash requirements (other than capital expenditure) as of December 31, 2025. Payment Due by Total Less than one year One to three years (in US$ thousands) Operating lease commitments 2,391 1,991 400 Contractual purchase obligations 44,596 44,596 — Total 46,987 46,587 400 We intend to fund our existing and future material cash requirements with our existing cash balance, bank borrowings and other financing alternatives. We will continue to make cash commitments, including capital expenditures to support the short-term and/or long- term growth of our business. We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We do not have retained or contingent interests in assets transferred. We have not entered into contractual arrangements that support the credit, liquidity or market risk for transferred assets. We do not have obligations that arise or could arise from variable interests held in an unconsolidated entity, or obligations related to derivative instruments that are both indexed to and classified in our own equity, or not reflected in the statement of financial position. Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2025. Inflation To date, inflation in China and other regions in which we operate has not materially impacted our results of operations. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation. To the extent that we operate in a more diverse range of countries and regions, the risk of inflation on our operations is minimized. If inflation were a significant factor in our financial performance, certain operating costs and expenses may increase. Holding Company Structure Agora, Inc. is a holding company with no material operations of its own. We conduct our operations through our subsidiary in the United States, and our subsidiaries and the Former VIE before the termination of the Former VIE structure in the PRC and our other international subsidiaries. As a result, our ability to pay dividends depends on dividends paid by Agora Lab, Shanghai Dayin and our international subsidiaries. If Agora Lab, Shanghai Dayin or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiaries in the PRC are permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, the Former VIE and our subsidiaries in the PRC are required to set aside at least 10% of their respective after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of their respective registered capital. In addition, each of our subsidiaries in the PRC and the Former VIE may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Our subsidiaries in the PRC have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. Off-balance Sheet Arrangement We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. Transfer of Funds and Other Assets Under relevant PRC laws and regulations at the time, we did not hold any ownership interest in the Former VIE. Consequently, we were permitted to remit funds to the Former VIE only through loans rather than capital contributions, and to receive funds from the Former VIE in the form of service fees rather than dividends. In 2023 and 2024, we did not make any loans to the Former VIEs. The Former VIEs fund their operations primarily using cash provided by operating and financing activities. 70 As of December 31, 2025, Agora, Inc. had made cumulative capital contributions of US$325.2 million to our PRC subsidiary through intermediate holding companies, and were accounted as long-term investments of Agora, Inc. These funds have been used by our PRC subsidiaries for their operations. In 2023 and 2024, the former VIEs transferred US$$48.6 million and US$45.3 million, respectively, to our PRC subsidiaries as payment of service fees. As of December 31, 2024, the aggregated payment of service fees from the former VIEs to our PRC subsidiaries amounted to US$263.2 million. As of December 31, 2024, the outstanding balance of service fees owed by the former VIEs to our PRC subsidiaries amounted to US$13.0 million. The fees pertain to the research and development services between the former VIEs and our wholly foreign-owned subsidiaries in China under the VIE agreements, as well as technical consulting services between the former VIEs and our other PRC subsidiaries. Cash flow between Agora, Inc., its subsidiaries, and the consolidated Former VIEs in 2023 and 2024 is summarized as follows. There were no other assets transferred between Agora, Inc., its subsidiaries, and the consolidated Former VIEs in 2023, 2024 and 2025 except as disclosed below. For the year Ended December 31, 2023 2024 (in US$ thousands) Payment of service fees from the Former VIEs to our PRC subsidiaries 48,587 45,273 Payment of research and development consulting fees from Primary Beneficiary of the Former VIEs to the Former VIEs 17,327 — Cash transferred from Agora, Inc. to Other Subsidiaries — 6,829 Cash transferred from Other Subsidiaries to Primary Beneficiary of the Former VIEs 23,103 30,277 Cash transferred from Other Subsidiaries to Agora, Inc. 50,692 — Cash transferred from Primary Beneficiary of the Former VIEs to Other Subsidiaries 19,016 26,878 Investors in our securities should note that to the extent cash in the business is in the PRC or a PRC entity, the funds may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of Agora, Inc., or its subsidiaries by the PRC government to transfer cash. Our PRC subsidiaries are permitted to pay dividends to their shareholders, and eventually to Agora, Inc., only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Such payment of dividends by entities registered in China is subject to limitations, which could result in limitations on the availability of cash to fund dividends or make distributions to holders of our securities. For example, our PRC subsidiaries are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. For details about the applicable PRC regulations and rules relating to such cash transfers through our Group and the associated risks, see “—D. Risk Factors—Risks Related to Doing Business in China—We may rely on dividends, loans and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of our PRC operating subsidiaries to make payments to us could adversely affect our ability to conduct our business” and “—D. Risk Factors—Risks Related to Doing Business in China—We are subject to restrictions on currency exchange.” For the purpose of illustration, the below table reflects the hypothetical taxes that might be required to be paid within China, assuming that (i) we have taxable earnings, and (ii) we determine to pay a dividend in the future. Taxation Scenario(1) Preferential Tax and Treaty Rates (Scenario A) Statutory Tax and Treaty Rates (Scenario B) Hypothetical pre-tax earnings 100% 100% Tax on earnings at preferential rate (Scenario A, 15%) or statutory rate (Scenario B, 25%)(2) (15)% (25)% Net earnings available for distribution 85% 75% Amounts to be distributed as dividend from Shanghai Dayin, the WFOE 85% 75% Withholding tax at standard rate of 10%(3) (8.5)% (7.5)% Net distribution to Parent/Shareholders 76.5% 67.5% (1)For purposes of this example, the tax calculation has been simplified. The hypothetical book pre-tax earnings amount, not considering timing differences, is assumed to equal taxable income in China. (2)Certain of our subsidiaries qualify for a 15% preferential income tax rate in China. However, such rate is subject to qualification, is temporary in nature, and may not be available in a future period when distributions are paid. For purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective. (3)The PRC Enterprise Income Tax Law imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise, or FIE, to its immediate holding company outside of China. A lower withholding income tax rate of 5% is applied if the FIE’s immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with China, subject to a qualification review at the time of the distribution. For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied. 71 C.Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Research and Development” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” D.Trend Information Other than as disclosed in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year of 2025 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition. E.Critical Accounting Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our judgments and estimates on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements. For a detailed discussion of our significant accounting policies and related judgments, see “Notes to Consolidated Financial Statements—Note 2 Principal Accounting Policies”. Current Expected Credit Loss Prior to January 1, 2021, for accounts receivable we recorded allowance for specifically identified non-recoverable receivable amounts. Starting from January 1, 2021, we make estimates of expected credit and collectability trends for the allowance for credit losses based upon assessment of various factors, including historical collection trends, the age of the accounts receivable balances, the customer’s risk characteristics, current economic conditions, and other factors that may affect its ability to collect from the customers. We also provide specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected. Determining appropriate allowance for accounts receivable is an inherently uncertain process and ultimate losses may vary from the current estimates. We regularly update the allowance estimates as new facts become known and events occur that may impact the settlement or recovery of losses. The allowances are maintained at a level we deem appropriate to adequately provide for current expected credit losses at the balance sheet date after incorporating the impact of externally sourced macroeconomic forecasts. However, changes in these estimates and assumptions could materially affect the accounts receivable provision.