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You should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and the notes to those financial statements included elsewhere in this Quarterly Report on Form 10-Q (the “Report”). This information should also be read in conjunction with the information contained in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026, including the audited consolidated financial statements and notes included therein as of and for the year ended December 31, 2025 (“2025 Form 10-K”). This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide material information relevant to an assessment of the Company’s financial condition and results of operations, including an evaluation of the amounts and certainty of cash flows from operations and from outside sources. This MD&A is designed to focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. This includes descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on management’s assessment to have a material impact on future operations.
Overview
Ondas Inc. (together with its subsidiaries, the “Company,” “Ondas,” “we,” “us,” or “our”) is a defense, security, and critical infrastructure technology company organized around two business units: Ondas Autonomous Systems Inc. (“OAS”) and Ondas Capital Inc. (“Ondas Capital”). Through these business units, we develop and commercialize autonomous systems, and strategic investment and partnership initiatives that support the scaling and adoption of mission-critical solutions for governments and industrial customers.
•OAS focuses on autonomous and unmanned aerial and ground systems and integrated mission solutions for defense, homeland security, public safety, and other critical infrastructure and industrial end markets. Through its product company subsidiaries, OAS develops, commercializes, and delivers integrated capabilities across Counter-Unmanned Aerial System (“CUAS”), aerial Intelligence, Surveillance, and Reconnaissance (“ISR”), and Unmanned Ground Vehicle (“UGV”) applications.
•Ondas Capital supports our growth strategy through strategic investments, partnerships, and capital formation initiatives intended to accelerate technology development, expand market access, and enhance long-term value creation across the Ondas platform.
We manage these business units as distinct operating platforms aligned to complementary end markets and customer requirements. Our approach is designed to combine advanced autonomy, secure communications, and integrated operating capabilities to help customers improve situational awareness, operational resilience, and safety and security outcomes in complex, regulated, and often contested environments.
The Company deconsolidated Ondas Networks Inc. (“Ondas Networks”) effective January 16, 2026 and no longer includes the assets, liabilities, and results of operations of Ondas Networks in its consolidated financial statements subsequent to that date. Additionally, our results of operations for the three and six months ended June 30, 2026 have been affected by recent acquisitions. For additional information, see Note 5, Goodwill and Acquisitions – of Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
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Results of Operations
Comparison of Results for the Three Months Ended June 30, 2026 and 2025
Revenue, net for the three months ended June 30, 2026 and 2025 is as follows:
Three Months Ended June 30,
(dollars in thousands) 2026 2025 $ Change % Change
Product revenue $ 43,446 $ 3,605 $ 39,841 1105.16 %
Service revenue 23,603 2,489 21,114 848.29 %
Development revenue 16,723 - 16,723 100.00 %
Ondas Networks revenue - 179 (179 ) -100.00 %
Total revenues, net $ 83,772 $ 6,273 $ 77,499 1235.44 %
Revenue, net increased $77.5 million to $83.8 million for the three months ended June 30, 2026 from $6.3 million for the three months ended June 30, 2025. The increase in revenue is primarily attributed to revenue growth generated by companies acquired since June 30, 2025 of $70.0 million, including $21.8 million from Sentry CS Ltd and $13.2 million from Omnisys Ltd. The remaining increase is primarily attributed to an increase of $6.8 million at Airobotics, of which approximately $5.2 million relates to product sales and approximately $1.6 million relates to service revenue from sales of our Optimus System™ and Iron Drone Raider™.
Cost of goods sold increased to $47.6 million for the three months ended June 30, 2026, from $2.9 million for the three months ended June 30, 2025. The $44.7 million increase was primarily due to activity from companies acquired since June 30, 2025 and the increase in Airobotics revenues discussed above, in addition to increased labor and material costs.
Gross margin percentage decreased to 43% for the three months ended June 30, 2026, compared to 53% for the three months ended June 30, 2025. The 10% decrease in gross margin percentage is primarily due to the amortization of capitalized intellectual property.
General and administrative expenses (“G&A”) increased $121.9 million, or 2006%, to $128.0 million for the three months ended June 30, 2026, from $6.1 million for the three months ended June 30, 2025. This increase is primarily due to an increase of $60.3 million in stock-based compensation for awards granted since June 30, 2025, an increase of $26.7 million in software costs, an increase of $7.2 million in professional fees and consulting costs, of which $4.4 million related to legal, accounting and due diligence fees associated with the acquisitions completed during the year. The remaining increase is primarily related to general and administrative expense attributable to companies acquired since June 30, 2025.
Sales and marketing expenses (“S&M”) increased $18.6 million, or 822%, to $20.9 million for the three months ended June 30, 2026, from $2.3 million for the three months ended June 30, 2025. This increase is primarily due to an increase of $14.5 million related to S&M attributable to companies acquired since June 30, 2025, of which $7.1 million relates to amortization and depreciation of acquired assets, and an increase of $2.0 million related to increased stock-based compensation for awards granted since June 30, 2025. The remaining increase is primarily attributable to increases in human resource costs, including benefits, from increased headcount and increased marketing and advertising costs from increased attendance at trade shows and other marketing events.
Research and development expenses (“R&D”) increased $26.8 million, or 631%, to $31.0 million for the three months ended June 30, 2026, from $4.2 million for the three months ended June 30, 2025. This increase is primarily due to an increase of $21.1 million related to R&D attributable to companies acquired since June 30, 2025, of which $7.0 million relates to amortization and depreciation of acquired assets, and an increase of $3.4 million related to increased stock-based compensation for awards granted since June 30, 2025. The remaining increase is primarily attributable to increases in human resource costs, including benefits, from increased headcount.
The Company recorded $19.2 million of expense for the three months ended June 30, 2026, related to the change in fair value of contingent consideration based on changes in the significant unobservable inputs used in the valuation of the contingent consideration liabilities, which may include projected revenue, probability of achieving performance and milestone targets, discount rates, and the expected timing of payments. The Company’s contingent consideration liabilities consist of earn-out and milestone payment arrangements related to business combinations.
Total other income, net increased $45.7 million, to $44.2 million for the three months ended June 30, 2026, from total other expense, net of $1.5 million for the three months ended June 30, 2025. Total other income, net increased primarily as a result of an increase of approximately $27.6 million in interest and dividend income and realized and unrealized gains on investments, and the net gain of $15.2 million related to the change in fair value of our warrant liability.
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The Company recorded an income tax benefit of $29.1 million for the three months ended June 30, 2026, and an income tax provision of $0 for the three months ended June 30, 2025. The 2026 income tax benefit is related to current-year tax losses. The benefit was recognized because the associated deferred tax assets are expected to be realized through the reversal of existing deferred tax liabilities.
Net loss increased $78.9 million, to $89.7 million for the three months ended June 30, 2026, from a net loss of $10.8 million for the three months ended June 30, 2025. For the three months ended June 30, 2026, the Company attributed $1.5 million of net loss to noncontrolling interests (“NCI”), related to the subsidiaries in which we acquired less than 100% ownership during the fourth quarter of 2025. These subsidiaries incurred operating losses due to early-stage operating performance.
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Comparison of Results for the Six Months Ended June 30, 2026 and 2025
Revenue, net for the six months ended June 30, 2026 and 2025 is as follows:
For the Six Months Ended June 30,
(dollars in thousands) 2026 2025 $ Change % Change
Product revenue $ 81,813 $ 6,829 $ 74,984 1098.02 %
Service revenue 32,926 3,286 29,640 902.01 %
Development revenue 19,155 - 19,155 100.00 %
Ondas Networks revenue - 407 (407 ) -100.00 %
Total revenue, net $ 133,894 $ 10,522 $ 123,372 1172.51 %
Revenue, net increased $123.4 million to $133.9 million for the six months ended June 30, 2026 from $10.5 million for the six months ended June 30, 2025. The increase in revenue is primarily attributed to revenue growth generated by companies acquired since June 30, 2025 of $104.6 million, including $37.6 million from Sentry CS Ltd, $16.5 million from Bird Aerosystems Ltd, and $13.2 million from Omnisys Ltd. The remaining increase is primarily attributed to an increase of $18.2 million at Airobotics, of which approximately $13.1 million relates to product sales and approximately $5.1 million relates to service revenue from sales of our Optimus System™ and Iron Drone Raider™.
Cost of goods sold increased to $73.1 million for the six months ended June 30, 2026, from $5.7 million for the six months ended June 30, 2025. The $67.4 million increase was primarily due to activity from companies acquired since June 30, 2025 and the increase in Airobotics revenues discussed above, in addition to increased labor and material costs.
Gross margin percentage decreased to 45% for the six months ended June 30, 2026 compared to 46% for the six months ended June 30, 2025.
G&A increased $159.3 million, or 1,329%, to $171.3 million for the six months ended June 30, 2026, from $12.0 million for the six months ended June 30, 2025. This increase is primarily due to an increase of $73.2 million in stock-based compensation for awards granted since June 30, 2025, an increase of $41.6 million in software costs, an increase of $14.7 million in professional fees and consulting costs, of which $10.3 million related to legal, accounting and due diligence fees associated with the acquisitions completed during the year. The remaining increase is primarily related to general and administrative expense attributable to companies acquired since June 30, 2025.
S&M increased $26.7 million, or 568%, to $31.4 million for the six months ended June 30, 2026, from $4.7 million for the six months ended June 30, 2025. This increase is primarily due to an increase of $19.2 million related to S&M attributable to companies acquired since June 30, 2025, of which $8.9 million relates to amortization and depreciation of acquired assets, and an increase of $3.6 million related to increased stock-based compensation for awards granted since June 30, 2025. The remaining increase is primarily attributable to increases in human resource costs, including benefits, from increased headcount and increased marketing and advertising costs from increased attendance at trade shows and other marketing events.
R&D increased $36.8 million, or 478%, to $44.5 million for the six months ended June 30, 2026, from $7.7 million for the six months ended June 30, 2025. This increase is primarily due to an increase of $25.4 million related to R&D attributable to companies acquired since June 30, 2025, of which $5.3 million relates to amortization and depreciation of acquired assets, and an increase of $5.9 million related to increased stock-based compensation for awards granted since June 30, 2025. The remaining increase is primarily attributable to increases in human resource costs, including benefits, from increased headcount and the reallocation of amortization of acquired developed technology intangibles from G&A to R&D.
The Company recorded $19.2 million of expense for the six months ended June 30, 2026, related to the change in fair value of contingent consideration based on changes in the significant unobservable inputs used in the valuation of the contingent consideration liabilities, which may include projected revenue, probability of achieving performance and milestone targets, discount rates, and the expected timing of payments. The Company’s contingent consideration liabilities consist of earn-out and milestone payment arrangements related to business combinations.
Total other income, net increased $453.7 million to $448.4 million for the six months ended June 30, 2026, from total other expense, net of $5.3 million for the six months ended June 30, 2025. Total other income, net increased primarily as a result of the net gain of $404.8 million related to the change in fair value of our warrant liability, a net gain of $51.5 million related to the deconsolidation of Ondas Networks, and an increase of approximately $37.4 million in interest and dividend income and realized and unrealized gains on investments, partially offset by a loss on acquisition of Indo Earth Moving Ltd. of approximately $46.2 million.
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The Company recorded an income tax benefit of $28.8 million for the six months ended June 30, 2026, and an income tax provision of $0 for the six months ended June 30, 2025. The 2026 income tax benefit is related to current-year tax losses. The benefit was recognized because the associated deferred tax assets are expected to be realized through the reversal of existing deferred tax liabilities.
Net income increased $296.5 million to $271.6 million for the six months ended June 30, 2026, from a net loss of $24.9 million for the six months ended June 30, 2025. For the six months ended June 30, 2026, the Company attributed $3.1 million of net loss to noncontrolling interests (“NCI”), related to the subsidiaries in which we acquired less than 100% ownership during the fourth quarter of 2025. These subsidiaries incurred operating losses due to early-stage operating performance.
Non-GAAP Measures
As required by the rules of the SEC, we provide a reconciliation of our non-GAAP financial measures to the most directly comparable U.S. GAAP measures. These reconciliations are set forth in the tables below.
We believe that adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA") is a useful supplemental measure for evaluating our operating performance and period to period trends because it eliminates the impact of items that primarily reflect our capital structure, tax position, non-cash accounting charges, acquisition-related transaction costs, and other items that management does not consider indicative of ongoing operating performance. Adjusted EBITDA should be considered in addition to, and not as a substitute for, net income (loss) and other measures prepared in accordance with U.S. GAAP. Adjusted EBITDA removes the effects of interest and financing-related items, depreciation and amortization, income taxes, stock-based compensation and expense, acquisition-related expenses, change in fair value of contingent consideration and other acquisition related obligations, and other non-operating gains and losses. Management believes that excluding these items enhances comparability across periods and facilitates analysis of underlying operating trends.
Adjusted Cash Operating Expense is a non-GAAP financial measure that represents total operating expenses excluding depreciation, amortization of intangible assets, acquisition-related expenses, change in fair value of contingent consideration and other acquisition related obligations, and stock-based compensation and expense. The most directly comparable U.S. GAAP measure to Adjusted Cash Operating Expense is total operating expenses. Management believes Adjusted Cash Operating Expense provides useful supplemental information by isolating recurring, cash-based operating costs and facilitating meaningful period-to-period comparisons. Management uses this measure for internal cost management, budgeting, and to evaluate operating trends exclusive of non-cash accounting charges. Adjusted Cash Operating Expense should be considered in addition to, and not as a substitute for, total operating expenses prepared in accordance with U.S. GAAP.
Beginning in the period ended June 30, 2026, the Company revised its calculation of Adjusted EBITDA and Adjusted Cash Operating Expense to exclude changes in the fair value of contingent consideration and other acquisition related obligations. These amounts reflect periodic remeasurement adjustments required under U.S. GAAP and are primarily driven by changes in estimates and assumptions related to future earn-out payments. Management believes excluding these acquisition-related fair value adjustments improves period-to-period comparability and provides investors with additional insight into the Company's operating performance. This revision did not affect any previously reported Adjusted EBITDA or Adjusted Cash Operating Expense amounts because no gains or losses related to changes in the fair value of contingent consideration were recognized in the prior periods presented. In connection with this change, the Company renamed 'Cash Operating Expense' to 'Adjusted Cash Operating Expense'. The revised caption is intended to more clearly communicate the measure as a management-defined non-GAAP performance measure that excludes specified cash and noncash expenses and does not represent all operating expenses requiring cash settlement.
Also beginning in the period ended June 30, 2026, the Company introduced Adjusted Gross Profit and Adjusted Gross Margin. Adjusted Gross Profit is a non-GAAP financial measure that represents gross profit excluding amortization of acquisition-related intangible assets and stock-based compensation and expense included in cost of goods sold. Adjusted Gross Margin is a non-GAAP financial measure that represents Adjusted Gross Profit as a percentage of revenue. The most directly comparable U.S. GAAP measures to Adjusted Gross Profit and Adjusted Gross Margin are gross profit and gross margin (gross profit as a percentage of revenue), respectively. Management believes these measures provide investors with additional insight into the underlying profitability of the Company's products and services, operating performance and period-to-period trends. Comparative prior-period amounts have been presented on a consistent basis.
Management uses Adjusted EBITDA, Adjusted Cash Operating Expense, Adjusted Gross Profit, and Adjusted Gross Margin together with U.S. GAAP results, in making operating and planning decisions and in evaluating the Company's ongoing performance. Other companies may calculate similarly titled non-GAAP measures differently, and therefore our non-GAAP measures may not be comparable to measures used by other companies.
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Three months ended June 30, For the six months ended June 30,
(dollars in thousands) 2026 2025 2026 2025
Net income (loss) $ (89,696 ) $ (10,751 ) $ 271,555 $ (24,885 )
Depreciation 934 189 1,603 370
Amortization of intangible assets 18,641 1,055 24,263 2,117
Acquisition-related expenses (1) 4,414 - 10,258 -
Stock-based compensation and expense 69,094 2,179 88,753 3,751
Change in fair value of contingent consideration 19,234 - 19,234 -
Provision for (benefit from) income taxes (29,053 ) - (28,807 ) -
Other (income) expense, net (2) (44,197 ) 1,501 (448,365 ) 5,326
Adjusted EBITDA $ (50,629 ) $ (5,827 ) $ (61,506 ) $ (13,321 )
(1)Acquisition-related expenses include legal, accounting, and other due diligence costs incurred in connection with completed or pending acquisitions.
(2)Other (income) expense, net includes interest and dividend income, unrealized gain and losses on investments, interest expense, foreign exchange gain and loss, the change in the fair value of government grant liabilities and warrant liability, and other income (expense), net included on the Company’s unaudited Condensed Consolidated Statements of Operations.
For the three months ended June 30, For the six months ended June 30,
(dollars in thousands) 2026 2025 2026 2025
Total operating expenses $ 199,077 $ 12,582 $ 266,406 $ 24,380
Depreciation (571 ) (189 ) (1,043 ) (370 )
Amortization of intangible assets (13,963 ) (1,055 ) (19,585 ) (2,117 )
Acquisition-related expenses (1) (4,414 ) - (10,258 ) -
Change in fair value of contingent consideration (19,234 ) - (19,234 ) -
Stock-based compensation and expense (67,651 ) (1,986 ) (86,148 ) (3,424 )
Adjusted Cash Operating Expenses $ 93,244 $ 9,352 $ 130,138 $ 18,469
(1)Acquisition-related expenses include legal, accounting, and other due diligence costs incurred in connection with completed or pending acquisitions.
For the three months ended June 30, For the six months ended June 30,
(dollars in thousands) 2026 2025 2026 2025
Revenue $ 83,772 $ 6,273 $ 133,894 $ 10,522
Cost of goods sold 47,641 2,941 73,105 5,701
Gross profit (GAAP) $ 36,131 $ 3,332 $ 60,789 $ 4,821
Amortization of acquisition-related intangible assets 4,678 - 4,678 -
Stock-based compensation and expense 1,443 193 2,604 327
Adjusted Gross Profit (Non-GAAP) $ 42,252 $ 3,525 $ 68,071 $ 5,148
Gross margin (GAAP) 43.1 % 53.1 % 45.4 % 45.8 %
Adjusted Gross Margin (Non-GAAP) 50.4 % 56.2 % 50.8 % 48.9 %
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For the three months ended March 31
(dollars in thousands) 2026 2025
Revenue 50,122 4,248
Cost of goods sold 25,464 2,760
Gross profit (GAAP) $ 24,658 $ 1,488
Amortization of acquisition-related intangible assets - -
Stock-based compensation and expense 1,161 134
Adjusted Gross Profit (Non-GAAP) $ 25,819 $ 1,622
Gross margin (GAAP) 49.2 % 35.0 %
Adjusted Gross Margin (Non-GAAP) 51.5 % 38.2 %
Summary of (Uses) and Sources of Cash
Six months ended June 30,
(dollars in thousands) 2026 2025
Net cash used in operating activities $ (137,379 ) $ (15,063 )
Net cash used in investing activities (763,055 ) (306 )
Net cash provided by financing activities 971,401 53,921
Increase in cash, cash equivalents, and restricted cash 70,967 38,552
Effect of exchange rate on cash 1,052 -
Cash, cash equivalents, and restricted cash, beginning of period 594,359 29,999
Cash, cash equivalents, and restricted cash, end of period $ 666,378 $ 68,551
The principal use of cash in operating activities for the six months ended June 30, 2026, was to fund the Company’s current expenses primarily related to operating activities necessary to allow us to service and support customers for the six months ended June 30, 2026.
The increase in cash flows used in operating activities of $122.3 million primarily relates to an increase in net income of $296.4 million, of which approximately $329.5 million related to non-cash charges and credits, which primarily includes gains and losses on investments, acquisitions, and deconsolidation of subsidiary; change in fair value of warrant liability; amortization of debt discount and issuance costs; depreciation and amortization; and stock-based compensation; combined with changes in operating assets and liabilities resulting in a cash outflow of approximately $89.2 million for the six months ended June 30, 2026.
The increase in cash flows used in investing activities of $762.7 million primarily relates to an increase of $689.8 million in purchases of short-term investments, net of maturities of $66.5 million and cash proceeds from sale of short-term investments of $5.7 million; $45.2 million in cash paid, net of cash acquired, for acquisitions; $10 million in purchases of long-term equity investments; $7.0 million relating to deconsolidation of subsidiary cash; and $8.8 million increase in cash paid for other tangible and intangible assets.
The increase in cash provided by financing activities of $917.5 million primarily relates to the increase in net proceeds of approximately $916.4 million received from the sale of common stock and warrants, net of issuance costs during the six months ended June 30, 2026, combined with an increase in proceeds of approximately $2.3 million from the exercise of stock options and warrants during the six months ended June 30, 2026, offset by an increase of approximately $1.2 million in net cash outflow related to debt transactions.
Liquidity and Capital Resources
As of June 30, 2026, the Company had a strong liquidity position, including $666.0 million of cash, cash equivalents, and restricted cash, $727.0 million of short-term investments, and working capital of approximately $1.4 billion. Subsequent to June 30, 2026, the Company completed the acquisitions of High Point UAS, LLC and Cyberhawk Holdings Limited, which included $322.3 million of cash consideration funded from existing cash balances. Refer to Note 18 - Subsequent Events of Item 1, "Financial Statements" of this Quarterly Report on Form 10-Q. Notwithstanding this use of cash resources, management believes the Company has sufficient liquidity to fund its operations and planned capital expenditures for at least the next twelve months and the foreseeable future. While the Company has incurred losses since inception and historically funded operations through equity and debt financings, management does not believe additional financing is required to support near-term operating needs based on current plans.
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As of June 30, 2026, the Company had an accumulated deficit of $93.7 million. At that date, the Company had net long-term borrowings outstanding of approximately $4.1 million and short-term borrowings of approximately $1.6 million, including accrued interest.
In 2025, the Company raised net proceeds of approximately $829.5 million from the sale of common stock and warrants, $30.8 million from the exercise of stock options and warrants, $1.2 million from the exercise of warrants in OAS, and $0.9 million from the issuance of convertible notes in Ondas Networks (collectively, the “2025 Offerings”). In January 2026, the Company raised approximately $1 billion in gross proceeds from the sale of common stock and warrants.
While the Company currently has significant liquidity, it may seek additional capital to support strategic initiatives, accelerate growth opportunities, or enhance financial flexibility. Although the Company does not currently anticipate the need for additional financing to support near-term operations, future capital requirements could increase depending on the timing and scale of growth initiatives, market conditions, or other strategic factors. In addition, the Company may be required to make cash payments in future periods related to contingent earn-out and milestone arrangements; however, the timing and amount of any such payments are contingent on the achievement of specified operational or financial targets and are not currently expected to impact near-term liquidity.
Off-Balance Sheet Arrangements
As of June 30, 2026, we had no off-balance sheet arrangements.
Critical Accounting Estimates
Management’s discussion and analysis of financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses, as well as related disclosures. We base our estimates and judgments on historical experience and other assumptions that we believe to be reasonable at the time and under the circumstances, and we evaluate these estimates and judgments on an ongoing basis. Information concerning our critical accounting policies with respect to these items is available in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our 2025 Form 10-K. Except for the addition of contingent consideration related to the business combinations completed during the six months ended June 30, 2026, there have been no significant changes in our critical accounting estimates since the filing of the 2025 Form 10-K.
Valuation of contingent consideration liabilities. Certain contingent consideration obligations, including earn-out and milestone payment arrangements associated with business combinations, are measured at fair value on a recurring basis and remeasured at each reporting date until the contingency is resolved. Changes in fair value of these liabilities are recognized within "change in fair value of contingent consideration" in the condensed consolidated statements of operations and may cause variability in our results of operations.
The valuation of these liabilities requires significant judgment because certain inputs are not directly observable in the market and are therefore classified as Level 3 measurements. We estimate the fair value of the contingent consideration liabilities primarily using scenario-based methods or Monte Carlo simulation models, depending on the terms and structure of the contingent consideration liability. These valuation methods require assumptions regarding projected performance targets, the probability of achieving the specified targets, the timing of expected payments, discount rates, and volatility assumptions. Changes in these assumptions could materially affect our results of operations.
Recent Accounting Pronouncements and SEC Rules
There have been no material changes to our significant accounting policies as summarized in Note 2 of our 2025 Form 10-K. We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying condensed consolidated financial statements.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report, as well as information included in oral statements or other written statements made or to be made by us, contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are neither historical facts nor assurances of future performance. These forward-looking statements are based on our current, reasonable expectations and assumptions, which expectations and assumptions are subject to risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in our 2025 Form 10-K, which was filed with the SEC on March 30, 2026. Given these risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, except as required by law.