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This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” “estimate,” or similar expressions constitute forward-looking statements. You should read these statements carefully because they discuss future expectations, contain projections of future results of operations or financial condition or state other “forward-looking” information. These statements relate to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements. They include, but are not limited to, statements about:
•our market opportunity;
•the adoption of RAIN technology and solutions;
•our ability to compete effectively against competitors and competing technologies;
•our market share and product leadership;
•our business model, strategic plans and product-development plans;
•the impact of tariffs, trade measures, geopolitical, inflationary and other macroeconomic conditions;
•our future financial performance, including our average selling prices, or ASPs, gross margins and the dependency of our future financial performance on macroeconomic conditions or industry trends, including tariffs;
•the performance of third parties on which we rely for product development, manufacturing, assembly and testing; and our relationship with other third parties on which we rely for product distribution, sales, integration and deployment;
•our ability to adequately protect our intellectual property;
•the regulatory environment for our products and services; and
•our leadership in industry and standards-setting bodies.
Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, including those factors discussed in Part II, Item 1A (Risk Factors).
Considering the significant uncertainties and risks inherent in these forward-looking statements, you should not regard these statements as a representation or warranty by us or anyone else that we will achieve our objectives and plans in any specified time frame, or at all, or as predictions of future events. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Our Business
Our vision is a world in which every item that enterprises manufacture, transport and sell, and that people own, use and recycle, is wirelessly and ubiquitously connected to the cloud. And a world in which the ownership, history and linked information for every one of those items is seamlessly available to enterprises and people. We call our expansive vision a Boundless Internet of Things, or IoT. We design and sell a platform that enables that wireless item-to-cloud connectivity and with which we and our partners innovate IoT solutions.
Our mission is to connect every thing. We have enabled connectivity for more than 160 billion items to date, delivering item visibility, traceability and improved operational efficiencies for retailers, supply chain and logistics, or SC&L providers, grocers, restaurants and food-service providers, airlines, automobile manufacturers, healthcare companies and many more.
We are today focused on extending item connectivity from tens of billions to trillions of items and delivering item data not just to enterprises but to people, so they too can benefit from their connected items. We believe the Boundless IoT we are enabling will, in the not-too-distant future, give people ubiquitous access to cloud-based digital twins of every item, each storing the item’s history, location and linked information and helping people explore and learn about the item. We believe that that connectivity will transform the world.
We and our partner ecosystem build item-visibility solutions using products that we design and either sell or license, including silicon radios, reading systems, label production systems and intellectual property. We also offer software and cloud services, and while nascent from a standalone revenue perspective, they enable our other product offerings, and we intend to expand them as a part of our growth strategy. We sell two types of silicon radios. The first are endpoint ICs that store a serialized number to wirelessly
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identify an item. Our partners embed endpoint ICs into an item or its packaging. These ICs may also contain a cryptographic key to authenticate the item. The second are reader ICs that our partners use in embedded or finished readers to wirelessly discover, inventory and engage the endpoint ICs. Those readers may also protect an item or consumer, for example by authenticating the item as genuine or privatizing the item by rendering the endpoint IC unresponsive without the consumer first providing a password. Our reading systems comprise high-performance finished readers and gateways used primarily in autonomous reading solutions. Our label production systems enable partner products and facilitate enterprise deployments. Our software and cloud service offerings focus on solutions enablement, particularly for key enterprise customers.
We sell our products, individually or as a whole platform offering, primarily with or through our partner ecosystem. That ecosystem comprises original equipment manufacturers, or OEMs, tag service bureaus, original device manufacturers, or ODMs, systems integrators, or SIs, value-added resellers, or VARs, independent software vendors, or ISVs, and other solution partners.
Our radios follow the RAIN industry’s air-interface standard for their core reading functionality. We create partner and enterprise preference for our radios and solutions by adding differentiated features into them, supporting those features across our platform and licensing them where appropriate, to deliver solutions capabilities and performance that surpasses mix-and-match solutions built from competitor products. We have also introduced a set of compatible extensions to the RAIN industry’s air-interface standard, which we call Gen2X, that enhance the performance and protection of our solutions. The RAIN industry, on both the reader and solutions side, has broadly embraced Gen2X.
Factors Affecting Our Performance
Macroeconomic Factors
We are subject to impacts from the evolving macroeconomic environment, including uncertainty and volatility from trade measures and tariffs, military conflicts or blockades, inflation and geopolitical tensions. Because most of our revenue derives from endpoint ICs that our partners embed into or onto items, to the extent that those items are impacted, positively or negatively, by the macroeconomic environment, we are impacted as well. While the impact that the macroeconomic environment may have on our business and financial results is difficult to predict, any or all of these above factors could negatively affect our business and financial results. We continue to monitor the broader impacts of the macroeconomic situation on our business, our supply chain and our results of operations. See risk factors “Changes in global trade policies could have a material adverse effect on us.” and “Geopolitical disruptions could impact our product supply, ability to sell and/or customer or market demand.” in Part II, Item 1A. of this report for further information.
Inventory Supply
We sell most of our products, both endpoint ICs and systems, through partners and distributors, limiting our visibility to actual enterprise demand. Although we work closely with those partners and distributors to gain as accurate a view of that demand as possible, correctly forecasting demand and identifying market shifts in a timely manner remains a challenge. This challenge can be exacerbated when major end users adjust the mix of label providers from which they procure labels incorporating our endpoint ICs.
We also sometimes experience inventory overages or shortages. Inventory overages can increase expenses, expose us to product obsolescence and/or increased reserves and negatively affect our business. Inventory shortages can cause long lead times, missed opportunities, market-share losses and/or damaged customer relationships, also negatively affecting our business. For example, in 2023, macroeconomic conditions led to softness in demand and inventory overages. As another example, in 2021 and 2022, demand for our endpoint ICs increased while worldwide wafer demand also increased, leading to wafer shortfalls for many semiconductor companies, including us. These wafer shortfalls prevented us from fully meeting customer demand and, in some cases, caused customers to cancel orders, qualify alternative suppliers or purchase from our competitors.
Product Adoption and Unit Growth Rates
Enterprises have significantly adopted RAIN in retail apparel, our largest market, and SC&L, but the rate of adoption and unit growth rates have been uneven and unpredictable. From 2010 to 2025, our overall endpoint IC sales volumes increased at a 26% compounded annual growth rate; however, we have experienced declines in endpoint IC sales volumes during various periods.
Regardless of the uneven pace of retail, SC&L and other industry adoption and growth rates, we believe the long-term trend is continued RAIN adoption and growth and we intend to continue investing in developing new products and expanding our product offerings for the foreseeable future. However, we cannot predict whether historical annual growth rates are indicative of the pace of future growth.
Our systems business, at least for readers and gateways, depends significantly on large-scale deployments at discrete end users, and deployment timing causes large yearly variability in our systems revenue. For example, we generated 14% of total 2019 revenue from a gateway deployment at a large North American SC&L provider. Similarly, in second-quarter 2021, we generated 13% of our revenue from a project-based gateway deployment for RAIN-based self-checkout and loss prevention at a large Europe-based global
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retailer. While we continue generating project-based revenue, we have not seen it at comparable percentages for any annual or quarterly periods since the periods noted above.
Seasonality and Pricing
We typically negotiate pricing with most of our endpoint IC OEMs with an effective date of the first quarter of the calendar year. In the past, this negotiation typically resulted in reduced revenue and gross margins in the first quarter compared to prior periods, which then normalized in subsequent quarters as we reduced costs and adjust product mix by migrating those OEMs and end users to newer, lower-cost products. Recently, and significantly due to increasing worldwide semiconductor demand, many of our vendors and subcontractors have either increased prices, signaled future price increases or both. In response, we have notified our customers of modest, impending product price increases. If we are unable to successfully increase our prices or if our customers choose competitors' products due to our higher prices, then our product margins, operating results or both may suffer.
Endpoint IC volumes tend to be lower in the fourth quarter than in the third quarter. System sales tend to be higher in the fourth quarter and lower in the first quarter, we believe due to the availability of residual funding for capital expenditures prior to the end of many end users’ fiscal years. We saw these seasonal trends in second-half 2024 and in 2025.
We also see quarter-to-quarter revenue and gross margin variability due to macroeconomic conditions, program-launch timing and our ability to migrate OEMs and end users to newer, lower cost products. These factors, among others, may impact the seasonal trends.
Results of Operations
The following table presents our results of operations for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except percentages) 2026 2025 Change 2026 2025 Change
Revenue $ 108,371 $ 97,894 $ 10,477 $ 182,621 $ 172,171 $ 10,450
Gross profit $ 63,533 $ 56,613 $ 6,920 $ 99,992 $ 93,294 $ 6,698
Gross margin 58.6 % 57.8 % 0.8 % 54.8 % 54.2 % 0.6 %
Income (loss) from operations $ 10,504 $ 10,874 $ (370 ) $ (4,664 ) $ 1,305 $ (5,969 )
Three months ended June 30, 2026 compared with three months ended June 30, 2025
Revenue and gross profit increased, due primarily to increased endpoint IC revenue partially offset by decreased systems revenue. The endpoint IC revenue increase was driven primarily by increased shipment volumes while the systems revenue decrease was driven primarily by decreased gateway revenue. Gross margin increased from higher endpoint IC gross margin due to product mix. Income from operations decreased slightly, due primarily to increased operating expenses. The operating expense increase was due to higher research and development, sales and marketing and general and administrative costs.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Revenue and gross profit increased, due primarily to increased endpoint IC revenue partially offset by decreased systems revenue. The endpoint IC revenue increase was driven primarily by increased shipment volumes while the systems revenue decrease was driven primarily by decreased reader IC and gateway revenue. Gross margin increased from higher endpoint IC gross margin due to product mix. Loss from operations increased, due primarily to increased operating expenses. The operating expense increase was due to higher research and development, sales and marketing and general and administrative costs.
Revenue
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 Change 2026 2025 Change
Endpoint ICs $ 96,401 $ 84,619 $ 11,782 $ 159,610 $ 145,837 $ 13,773
Systems 11,970 13,275 (1,305 ) 23,011 26,334 (3,323 )
Total revenue $ 108,371 $ 97,894 $ 10,477 $ 182,621 $ 172,171 $ 10,450
We currently derive substantially all our revenue from sales of endpoint ICs, reader ICs, readers, gateways, label production systems and licensing. We sell our endpoint ICs and label production systems primarily to inlay manufacturers; our reader ICs primarily to OEMs and ODMs through distributors; and our readers and gateways to solutions providers, VARs and SIs, also primarily through distributors. We expect endpoint IC sales to represent the majority of our revenue for the foreseeable future.
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Three months ended June 30, 2026 compared with three months ended June 30, 2025
Endpoint IC revenue increased $11.8 million, due to a $16.0 million increase in shipment volumes and a $1.0 million increase in licensing revenue, partially offset by a $5.2 million decrease from lower ASP from product mix and new customer pricing that went into effect at the beginning of the year.
Systems revenue decreased $1.3 million primarily due to a $1.2 million decrease in gateway revenue and a $0.8 million decrease in label production systems revenue. These decreases were partially offset by a $0.4 million increase in reader revenue.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Endpoint IC revenue increased $13.8 million, due to a $24.0 million increase in shipment volumes and a $1.0 million increase in licensing revenue, partially offset by an $11.2 million decrease from lower ASP from product mix and new customer pricing that went into effect at the beginning of the year.
Systems revenue decreased $3.3 million primarily due to a decrease of $2.5 million in reader IC revenue and a $2.3 million decrease in gateway revenue. These decreases were partially offset by a $1.2 million increase in reader revenue.
Gross Profit and Gross Margin
Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except percentages) 2026 2025 Change 2026 2025 Change
Cost of revenue $ 44,838 $ 41,281 $ 3,557 $ 82,629 $ 78,877 $ 3,752
Gross profit 63,533 56,613 6,920 99,992 93,294 6,698
Gross margin 58.6 % 57.8 % 0.8 % 54.8 % 54.2 % 0.6 %
Cost of revenue includes costs associated with manufacturing our endpoint ICs, reader ICs, readers, gateways and label production systems, including direct materials and outsourced manufacturing costs as well as associated overhead costs such as logistics, quality control, planning and procurement. Cost of revenue also includes charges for excess and obsolescence and warranty costs. Our gross margin varies from period to period based on the endpoint IC and systems revenue mix; underlying product margins driven by changes in product mix, ASPs or costs; as well as from inventory excess and obsolescence charges.
Three months ended June 30, 2026 compared with three months ended June 30, 2025
Gross profit increased primarily due to increased endpoint IC revenue. Gross margin increased, due primarily to endpoint IC product mix, specifically a higher contribution from M800 compared to the prior-year period, partially offset by revenue mix.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Gross profit increased primarily due to increased endpoint IC revenue. Gross margin increased, due primarily to endpoint IC product mix, specifically a higher contribution from M800 compared to the prior-year period, partially offset by revenue mix.
Operating Expenses
Research and Development
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 Change 2026 2025 Change
Research and development $ 29,262 $ 24,652 $ 4,610 $ 57,986 $ 49,966 $ 8,020
Research and development expense comprises primarily personnel expenses (salaries, benefits and other employee related costs) and stock-based compensation expense for our product-development personnel; product development costs which include external consulting and service costs, prototype materials and other new-product development costs; and an allocated portion of infrastructure costs which include occupancy, depreciation and software costs. We expect research and development expense to increase in absolute dollars in future periods as we continue to focus on new product development and introductions.
Three months ended June 30, 2026 compared with three months ended June 30, 2025
Research and development expense increased $4.6 million, due primarily to increases of $2.8 million in personnel expenses due to higher headcount and higher bonus achievement compared to the prior-year period, an increase of $1.9 million in stock-based compensation expense, primarily related to increased outstanding equity grants, and an increase of $0.6 million in infrastructure costs, partially offset by a decrease of $0.7 million in product development costs, due to timing.
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Six months ended June 30, 2026 compared with six months ended June 30, 2025
Research and development expense increased $8.0 million, due primarily to increases of $5.3 million in personnel expenses due to higher headcount and higher bonus achievement compared to the prior-year period, an increase of $2.0 million in stock-based compensation expense, primarily related to increased outstanding equity grants, and an increase of $1.2 million in infrastructure costs, partially offset by a decrease of $0.6 million in product development costs, due to timing.
Sales and Marketing
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 Change 2026 2025 Change
Sales and marketing $ 9,829 $ 8,738 $ 1,091 $ 19,586 $ 16,793 $ 2,793
Sales and marketing expense comprises primarily personnel expenses (salaries, incentive sales compensation, or commission, benefits and other employee-related costs) and stock-based compensation expense for our sales and marketing personnel; travel, advertising and promotional expenses; and an allocated portion of infrastructure costs which include occupancy, depreciation and software costs.
Three months ended June 30, 2026 compared with three months ended June 30, 2025
Sales and marketing expense increased $1.1 million, due primarily to an increase of $0.7 million in stock-based compensation expense, primarily related to increased outstanding equity grants and an increase of $0.5 million in personnel expenses.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Sales and marketing expense increased $2.8 million, due to an increase of $2.8 million in stock-based compensation expense related to lower expense in the prior-year period from the retirement of our Chief Revenue Officer.
General and Administrative
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 Change 2026 2025 Change
General and administrative $ 13,404 $ 11,828 $ 1,576 $ 26,013 $ 24,224 $ 1,789
General and administrative expense comprises primarily personnel expenses (salaries, benefits and other employee related costs) and stock-based compensation expense for our executive, finance, human resources and information technology personnel; legal, accounting and other professional service fees; travel and insurance expense; and an allocated portion of infrastructure costs which include occupancy, depreciation and software costs.
Three months ended June 30, 2026 compared with three months ended June 30, 2025
General and administrative expense increased $1.6 million, due primarily to an increase of $0.8 million in stock-based compensation expense, primarily related to increased outstanding equity grants, an increase of $0.4 million in professional service costs and an increase of $0.2 million in infrastructure costs.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
General and administrative expense increased $1.8 million, due primarily to an increase of $0.9 million in stock-based compensation expense, primarily related to increased outstanding equity grants, an increase of $0.6 million in professional service costs and an increase of $0.2 million in infrastructure costs.
Amortization of Intangibles
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 Change 2026 2025 Change
Amortization of intangibles $ 534 $ 521 $ 13 $ 1,071 $ 1,006 $ 65
Three months ended June 30, 2026 compared with three months ended June 30, 2025
Amortization of intangibles was comparable for the periods.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Amortization of intangibles was comparable for the periods.
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Other Income, Net
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 Change 2026 2025 Change
Other income, net $ 2,255 $ 2,053 $ 202 $ 4,921 $ 4,113 $ 808
Other income, net, comprises primarily interest income on our short-term investments.
Three months ended June 30, 2026 compared with three months ended June 30, 2025
Other income, net, increased $0.2 million, due to increased interest income given higher invested balances.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Other income, net, increased $0.8 million, due to increased interest income given higher invested balances.
Induced Conversion Expense
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 Change 2026 2025 Change
Induced conversion expense $ — $ — $ — $ 11,938 $ — $ 11,938
Three months ended June 30, 2026 compared with three months ended June 30, 2025
There were no induced conversion expenses for the periods.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
In March 2026, we completed a privately negotiated induced conversion of $40.2 million principal amount of the 2021 Notes. We accounted for the 2021 Note Repurchase as an induced conversion in accordance with Accounting Standards Codification 470-20, Debt with Conversion and Other Options (ASC 470-20) as amended for ASU 2024-04. As a result of the induced conversion, we recorded $11.9 million in induced conversion expense, which is included in the Condensed Consolidated Statements of Operations. The induced conversion expense represents the fair value of the consideration issued upon conversion in excess of the fair value of the securities issuable under the original terms of the 2021 Notes. See Note 7 to our Condensed Consolidated financial statements included elsewhere in this report for further information.
Interest Expense
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 Change 2026 2025 Change
Interest expense $ 631 $ 1,225 $ (594 ) $ 1,404 $ 2,448 $ (1,044 )
Interest expense comprises primarily cash interest and amortization of debt issuance costs on our debt.
Three months ended June 30, 2026 compared with three months ended June 30, 2025
Interest expense decreased by $0.6 million, due primarily to decreased interest on our convertible debt, primarily from the 2021 Note Exchange transaction, which was completed in September 2025 and the 2021 Note Repurchase, which was completed in March 2026.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Interest expense decreased by $1.4 million, due primarily to decreased interest on our convertible debt, primarily from the 2021 Note Exchange transaction, which was completed in September 2025 and the 2021 Note Repurchase, which was completed in March 2026.
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Income Tax Expense
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 Change 2026 2025 Change
Income tax benefit (expense) $ 92 $ (149 ) $ 241 $ 44 $ 132 $ (88 )
We are subject to federal and state income taxes in the United States and foreign jurisdictions. Income tax benefit increased $0.2 million for the three months ended June 30, 2026 and decreased $0.1 million for the six months ended June 30, 2026 compared to the prior-year periods, due to changes in effective tax rates for each period.
On July 4, 2025, President Trump signed Public Law No. 119-21 - An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14, or “H.R.1”, into law. One key provision, applicable to us, is the treatment of domestic research and experimental expenditures, which can now be capitalized or expensed. As previously required under the Tax Cuts and Jobs Act, we capitalized research and development expenditures in the years ended December 31, 2022 through December 31, 2024. With the enactment of H.R.1, we began deducting domestic Section 174 costs in 2025.
Liquidity and Capital Resources
As of June 30, 2026, we had cash, cash equivalents and short-term investments of $133.0 million, comprising cash deposits held at major financial institutions and short-term investments in a variety of securities, including U.S. government securities, treasury bills, corporate notes and bonds, commercial paper and money market funds. As of June 30, 2026, we had working capital of $211.6 million.
Historically, we have funded our operations primarily through cash generated from operations and by issuing equity securities, convertible-debt offerings and/or borrowing under our prior senior credit facility.
We believe, based on our current operating plan, that our existing cash, cash equivalents and short-term investments will be sufficient to meet our anticipated cash needs for at least the next 12 months. Over the longer term, we plan to continue investing to enhance and extend our platform. If our available funds are insufficient to fund our future activities or execute our strategy, then we may raise additional capital through equity, equity-linked or debt financing, to the extent such funding sources are available. Alternatively, we may need to reduce expenses to manage liquidity; however, any such reductions could adversely impact our business and competitive position.
Sources of Funds
From time to time, we may explore additional financing sources and ways to reduce our cost of capital, including equity, equity-linked and debt financing. In addition, in connection with any future acquisitions, we may pursue additional financing which may be debt, equity or equity-linked financing or a combination thereof. We can provide no assurance that any additional financing will be available to us on acceptable terms.
2021 Notes
In November 2021, we issued convertible notes due 2027 in an aggregate principal amount of $287.5 million, or the 2021 Notes. The 2021 Notes are our senior unsecured obligation, bearing interest at a fixed rate of 1.125% per year, payable semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2022. The 2021 Notes are convertible into cash, shares of our common stock or a combination thereof, at our election, and will mature on May 15, 2027 unless earlier repurchased, redeemed or converted in accordance with the terms of the Indenture governing the 2021 Notes. The net proceeds from the 2021 Notes were approximately $278.4 million after initial debt issuance costs, fees and expenses.
In September 2025, we completed the 2021 Note Exchange, and in March 2026, we completed the 2021 Note Repurchase. We accounted for the 2021 Note Exchange and the 2021 Note Repurchase as induced conversions in accordance with Accounting Standards Codification 470-20, Debt with Conversion and Other Options (ASC 470-20) and in accordance with ASU 2024-04: Debt—Debt with Conversion and Other Options (Subtopic 470-20) - Induced Conversions of Convertible Debt Instruments, which we early adopted as of January 1, 2025. Refer to below discussion of 2025 Notes for further information.
For further information on the terms of this debt, please refer to Note 7 to our Condensed Consolidated Financial Statements included elsewhere in this report.
2025 Notes
In September 2025, we issued convertible notes due 2029 in an aggregate principal amount of $190.0 million, or the 2025 Notes. The 2025 Notes are our senior unsecured obligation, bearing no regular interest. The 2025 Notes are convertible into cash, shares of our common stock or a combination thereof, at our election, and will mature on September 15, 2029 unless earlier repurchased, redeemed or converted in accordance with the terms of the Indenture governing the 2025 Notes.
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The net proceeds from the 2025 Notes were approximately $183.6 million after initial debt issuance costs, fees and expenses. We used the net proceeds and cash on hand to exchange $190.0 million aggregate principal amount of the 2021 Notes for approximately $190.0 million in cash, representing the principal amount exchanged, and approximately 811,000 shares of our common stock, representing the exchange value in excess thereof, and also paid accrued and unpaid interest thereon, in individual privately negotiated transactions concurrent with the 2025 Notes offering. In addition, we used approximately $11.2 million of cash on hand to pay the cost of the capped call transactions entered into in connection with the issuance of the 2025 Notes.
For further information on the terms of this debt, please refer to Note 7 to our Condensed Consolidated Financial Statements included elsewhere in this report.
Cash Flows
The following table shows a summary of our cash flows for the periods indicated:
Six Months Ended June 30,
(in thousands) 2026 2025
Net cash provided by operating activities $ 35,584 $ 22,717
Net cash provided by (used in) investing activities 519 (31,688 )
Net cash provided by (used in) financing activities (45,643 ) 4,963
Operating Cash Flows
For the six months ended June 30, 2026, we generated $35.6 million of net cash proceeds from operating activities. These net cash proceeds were due primarily to $38.1 million of net income adjusted for non-cash items, partially offset by a $2.5 million decrease in working capital due primarily to higher inventory, partially offset by higher accounts payable and accrued compensation and employee related benefits.
Investing Cash Flows
For the six months ended June 30, 2026, we generated $0.5 million of net cash proceeds from investing activities. These net cash proceeds were due to investment maturities of $90.6 million, partially offset by investment purchases of $85.9 million and equipment purchases of $4.2 million.
Financing Cash Flows
For the six months ended June 30, 2026, we used $45.6 million of net cash from financing activities to purchase a portion of our 2021 Notes for $47.0 million and pay $1.8 million in taxes to cover RSU vesting, partially offset by proceeds of $3.2 million from stock-option exercises and our employee stock purchase plan.
Cash Requirements and Contractual Obligations
Our primary cash requirements are for operating expenses and capital expenditures. Our operating expenses have generally increased as we invest in developing products and technologies that we believe have the potential to drive long-term business growth.
Convertible Notes – As of June 30, 2026, the principal balance outstanding on the 2021 Notes and 2025 Notes is $57.3 million and $190.0 million, respectively. Refer to Note 7 to our Condensed Consolidated Financial Statements included elsewhere in this report for maturity date, stated interest rate and additional information on the Notes.
Operating Lease Obligations – Our lease portfolio comprises primarily operating leases for our office space. For additional information regarding our operating leases, see Note 11 of our Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2025.
Purchase Commitments – Purchase commitments as of June 30, 2026 total $35.8 million and consist primarily of noncancelable commitments to purchase inventory.
Off-Balance-Sheet Arrangements
Since inception, we have not had any relationships with unconsolidated entities, such as entities often referred to as structured finance or special-purpose entities, or financial partnerships that would have been established for the purpose of facilitating off-balance-sheet arrangements or for another contractually narrow or limited purpose.
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Critical Accounting Policies and Significant Estimates
We have prepared our Condensed Consolidated Financial Statements in accordance with GAAP. Our preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions 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 and assumptions. For information on our critical accounting policies and estimates, see Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of our Annual Report on Form 10-K for the year ended December 31, 2025.