Sprout Social, Inc.
A maker of social media management software, Sprout Social helps businesses and agencies plan, schedule, and reply to posts across networks like Facebook, Instagram, X, LinkedIn, and TikTok from one dashboard. Founded in 2010 in a windowless Chicago office by Justyn Howard and three co-founders, the company picked its name to capture the idea of helping brands grow their online presence. Its leafy logo is a nod to that "sprout" image of nurturing social connections.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report. This discussion contains forward-look…
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving 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 under Part I—Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and in other parts of this Quarterly Report. See "Cautionary Note Regarding Forward-Looking Statements." Overview Sprout Social is a centralized software platform that enables organizations to manage, analyze and act on their presence across social media and related digital channels. Customers use Sprout Social as a system of record for social media and to help realize business value from that channel. Currently, tens of thousands of customers across more than 100 countries rely on our platform. Introduced in 2011, our cloud software brings together social messaging, data and workflows in a unified system of record, intelligence and action, and processes more than two billion social interactions per day. In 2026, we introduced Trellis, our proprietary artificial intelligence (“AI”) agent, which is designed to analyze social media data and generate insights for customers. Operating across major networks, including X (formerly known as Twitter), Facebook, Instagram, TikTok, Snapchat, Pinterest, LinkedIn, Google, Reddit, Glassdoor and YouTube, and commerce platforms Facebook Shops, Shopify and WooCommerce, we provide organizations with a centralized platform to manage their social media efforts across stakeholders and business functions. Virtually every aspect of business has been impacted by social media, from marketing, sales, commerce and public relations to customer service, product and strategy, creating a need for an entirely new category of software. We offer our customers a centralized, secure platform to manage this broad, complex channel effectively across their organization. We generate revenue primarily from subscriptions to our social media management platform under a software-as-a-service model. Our subscriptions can range from monthly to one-year or multi-year arrangements and are generally non-cancellable during the contractual subscription term. Subscription revenue is recognized ratably over the contract terms beginning on the date the product is made available to customers, which typically begins on the commencement date of each contract. We also generate revenue from professional services related to our platform provided to certain customers, which is generally recognized at the time these services are provided to the customer. This revenue has historically represented approximately 1% of our revenue and is expected to be immaterial for the foreseeable future. Our tiered subscription-based model allows our customers to choose among four core plans to meet their needs. Each plan is licensed on a per user per month basis at prices dependent on the level of features offered. Additional product modules, which offer increased functionality depending on a customer’s needs, can be purchased by the customer on a per user per month basis. We generated revenue of $123.8 million and $111.8 million during the three months ended June 30, 2026 and 2025, respectively, representing growth of 11%. We generated revenue of $245.3 million and $221.1 million during the six months ended June 30, 2026 and 2025, respectively, representing growth of 11%. In the six months ended June 30, 2026, software subscriptions contributed 99% of our revenue. We generated net losses of $3.1 million and $12.0 million during the three months ended June 30, 2026 and 2025, respectively, which included stock-based compensation expense of $15.9 million and $20.2 million, respectively. We generated net losses of $9.4 million and $23.2 million during 24 the six months ended June 30, 2026 and 2025, respectively, which included stock-based compensation expense of $34.0 million and $40.0 million, respectively. Recent Developments Workforce Reduction Plan On July 8, 2026, our board of directors approved a workforce reduction plan (the "Plan") designed to streamline our organizational structure and align our cost base with our strategic priorities, including our ongoing investments in AI-powered social intelligence. As part of the Plan, we will reduce our workforce by approximately 20%, or approximately 260 employees. During the three months ended June 30, 2026, we incurred $0.8 million of restructuring and related expenses, consisting primarily of costs incurred in anticipation of the Plan. We estimate that we will incur total pre-tax restructuring charges of approximately $18.0 million to $20.0 million in connection with the Plan, consisting primarily of cash expenditures related to employee severance payments and benefits. We expect to recognize substantially all of these charges in the third quarter of 2026, and expect to substantially complete the Plan by the end of the third quarter of 2026, subject to local law and consultation requirements. The charges that we expect to incur in connection with the Plan are estimates and are subject to a number of assumptions. Actual results may differ materially from these estimates. We may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the Plan. Macroeconomic and Geopolitical Conditions As a company with a global footprint, we are subject to risks and exposures caused by significant events and their macroeconomic impacts, including, but not limited to, geopolitical instability and uncertainty, fluctuations in inflation, interest rates and currency exchange rates, volatility in the capital markets, tariffs and trade tensions, and related market uncertainty. We continuously monitor the direct and indirect impacts, and the potential for future impacts, of these circumstances on our business and financial results, as well as the overall global economy and geopolitical landscape. Our current and prospective customers are impacted by these macroeconomic conditions to varying degrees. Potentially as a result of these various macroeconomic impacts on our current and prospective customers, we periodically have experienced more measured buying behavior by current and prospective customers and lengthening of the average sales cycle for certain types of customers and sales (including sales to prospective customers and expansion sales to current customers), which have contributed to a slowdown in our revenue growth as compared to historical levels. We believe macroeconomic uncertainty could persist, and as a result, we expect that some or all of these negative trends may emerge or recur during future quarters. Acquisition of NewsWhip Group Holdings Limited On July 30, 2025, we completed the acquisition of all of the outstanding voting shares of NewsWhip Group Holdings Limited (“NewsWhip”). NewsWhip’s proprietary real-time media monitoring and predictive analytics provide insights into emerging trends and narratives, and allowed us to enter the public relations and crisis monitoring space. Consideration for the acquisition of NewsWhip consisted of an upfront cash payment of $52.3 million, subject to adjustment for cash, indebtedness and working capital, deferred consideration of $3.2 million and up to $10.0 million of an earnout, which is contingent upon NewsWhip’s achievement of financial performance metrics through June 30, 2027. We funded the upfront cash payment with cash on hand and $32 million of borrowings under the Facility (as defined 25 below). Refer to Note 11 - “Business Combinations” of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion. The purchase price allocation as of the date of acquisition was finalized in the second quarter of 2026. We have included the financial results of NewsWhip in our unaudited condensed consolidated financial statements from the date of acquisition. The impact of NewsWhip’s financial results following the date of acquisition were not significant to our consolidated financial statements. Key Factors Affecting Our Performance Acquiring new customers We are focused on continuing to organically grow our customer base by increasing demand for our platform and penetrating our addressable market. Our growth strategy includes an increased focus on the larger enterprise market. For the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, while our total number of customers decreased, our number of customers contributing $30,000 or more in annualized recurring revenue (“ARR”) and $50,000 or more in ARR increased. In addition, as we continue to focus on expanding our enterprise customer base, we have experienced and expect to continue to experience longer and more expansive average sale cycles and increased pricing pressure, which may be exacerbated by the macroeconomic and geopolitical factors described above. We expect these trends to continue as we remain focused on our most sophisticated prospects and customers. Expanding within our current customer base We believe that there is a substantial opportunity for organic growth within our existing customer base. Customers often begin by purchasing a small number of user subscriptions and then expand over time, increasing the number of users or social profiles, as well as purchasing additional product modules. Customers may then expand use-cases between various departments to drive collaboration across their organizations. Our sales and customer success efforts include encouraging organizations to expand use-cases to more fully realize the value from the broader adoption of our platform throughout an organization. We intend to continue to invest in enhancing awareness of our brand, creating additional uses for our products and developing more products, features and functionality of existing products, which we believe are vital to achieving increased adoption of our platform. In recent years, we have increased our focus on expanding our customers’ use of our platform over time. Sustaining product and technology innovation Our success is dependent on our ability to sustain product and technology innovation and maintain the competitive advantage of our proprietary technology. We continue to invest resources to enhance the capabilities of our platform by introducing new products, features and functionality of existing products, either through acquisition or internal development. International expansion We see international expansion as a meaningful opportunity to grow our platform. Revenue generated from non-U.S. customers during the six months ended June 30, 2026 was approximately 26% of our total revenue. We have teams in Ireland, Canada, the United Kingdom, Singapore, Australia, the Philippines and Poland to support our growth internationally. We believe global demand for our platform and offerings will continue to increase as awareness of our platform in international markets grows. We will continue supporting our international operations and will evaluate opportunities to invest in local sales, customer support and customer success resources in select markets as appropriate. 26 Key Business Metrics We review the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. For purposes of the below metrics, we define ARR as the annualized revenue run-rate of subscription agreements from all customers as of the last date of the specified period, and we define a customer as a unique account, multiple accounts containing a common non-personal email domain, or multiple accounts governed by a single agreement or entity. Beginning in the third quarter of 2025, the metrics below include NewsWhip customers. Number of customers contributing $30,000 or more in ARR We define number of customers contributing $30,000 or more in ARR as those on a paid subscription plan that had $30,000 or more in ARR as of a period end. We view the number of customers that contribute $30,000 or more in ARR as a measure of our ability to scale with our customers and attract larger organizations. We believe this represents potential for future growth, including expanding within our current customer base. Over time, larger customers have constituted a greater share of our revenue. As of June 30, 2026 2025 Number of customers contributing $30,000 or more in ARR 3,926 3,538 Number of customers contributing $50,000 or more in ARR We define number of customers contributing $50,000 or more in ARR as those on a paid subscription plan that had $50,000 or more in ARR as of a period end. We view the number of customers that contribute $50,000 or more in ARR as a measure of our ability to scale with our largest customers and attract more sophisticated organizations. We believe this represents potential for future growth, including expanding within our current customer base. Over time, our largest customers have constituted a greater share of our revenue. As of June 30, 2026 2025 Number of customers contributing $50,000 or more in ARR 2,127 1,826 Components of our Results of Operations Revenue Subscription We generate revenue primarily from subscriptions to our social media management platform under a software-as-a-service model. Our subscriptions can range from monthly to one-year or multi-year arrangements and are generally non-cancellable during the contractual subscription term. Subscription revenue is recognized ratably over the contract terms beginning on the date our product is made available to customers, which typically begins on the commencement date of each contract. Our customers do not have the right to take possession of the online software solution. We also generate a small portion of our subscription revenue from third-party resellers. 27 Professional Services We sell professional services consisting of, but not limited to, implementation fees, specialized training, one-time reporting services and recurring periodic reporting services. Professional services revenue is generally recognized at the time these services are provided to the customer. This revenue has historically represented approximately 1% of our revenue and is expected to be immaterial for the foreseeable future. Cost of Revenue Subscription Cost of revenue primarily consists of expenses related to hosting our platform and providing support to our customers. These expenses comprise fees paid to data providers, hosted data center costs and personnel costs directly associated with cloud infrastructure, customer success and customer support, including salaries, benefits, bonuses and allocated overhead. These costs also include depreciation expense and amortization expense related to acquired developed technologies that directly benefit sales. Overhead associated with facilities and information technology is allocated to cost of revenue and operating expenses based on headcount. Although we expect our cost of revenue to increase in absolute dollars as our business and revenue grows, we expect it to remain stable as a percentage of our revenue over time. Professional Services and Other Cost of professional services primarily consists of expenses related to our professional services organization and comprise personnel costs, including salaries, benefits, bonuses and allocated overhead. Gross Profit and Gross Margin Gross margin is calculated as gross profit as a percentage of total revenue. Our gross margin may fluctuate from period to period based on revenue earned, the timing and amount of investments made to expand our hosting capacity, our customer support and professional services teams and in hiring additional personnel, and the impact of acquisitions. We expect our gross profit and gross margin to increase as our business grows over time. Operating Expenses Research and Development Research and development expenses primarily consist of personnel costs, including salaries, benefits and allocated overhead. Research and development expenses also include depreciation expense and other expenses associated with product development. We expect to continue investing in research and development as we focus on developing new features and enhancements to our plan offerings. Due to the recent reduction in our workforce, we expect the dollar amount of our research and development costs to remain relatively flat or decrease in the near term, excluding one-time items. We expect our research and development expenses to decrease as a percentage of revenue over time. Refer to Note 12 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion of the Plan. Sales and Marketing Sales and marketing expenses primarily consist of personnel costs directly associated with our sales and marketing department, online advertising expenses, as well as allocated overhead, including depreciation expense. Sales force commissions and bonuses are considered incremental costs of obtaining a contract with a customer. Sales commissions are earned and recorded at contract commencement for both new customer contracts and expansion of contracts with existing customers. 28 Sales commissions are deferred and amortized on a straight-line basis over the expected period of benefit, which we have determined to be five years. Due to the recent reduction in our workforce, we expect the dollar amount of our sales and marketing costs to decrease in the near term, excluding one-time items. We expect that our sales and marketing expenses will decrease as a percentage of total revenue over time as we continue to scale our business and drive operating efficiencies. General and Administrative General and administrative expenses primarily consist of personnel expenses associated with our finance, legal, human resources and other administrative employees. Our general and administrative expenses also include professional fees for external legal, accounting and other consulting services, amortization of intangible assets, depreciation and amortization expense, as well as allocated overhead. We expect the dollar amount of our general and administrative expenses to remain relatively flat in the near term, and to decrease as a percentage of revenue over time as we benefit from greater operational scale and efficiency. Interest Income (Expense), Net Interest income (expense), net consists primarily of interest expense related to the Facility (as defined below) and is offset by interest income earned on our cash and investment balances. Other Expense, Net Other expense, net consists of foreign currency transaction gains and losses. Income Tax Provision The income tax provision consists of current and deferred taxes for our United States and foreign jurisdictions. We have historically reported a taxable loss in our most significant jurisdiction, the United States, and have a full valuation allowance against our deferred tax assets related to domestic operations, except for those from our acquisition of NewsWhip in 2025, which do not have a valuation allowance, and certain deferred tax assets related to foreign operations. We expect this trend to continue for the foreseeable future. 29 Results of Operations The following tables set forth information comparing the components of our results of operations in dollars and as a percentage of total revenue for the periods presented. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Revenue Subscription $ 121,877 $ 111,110 $ 241,897 $ 219,790 Professional services and other 1,970 668 3,447 1,277 Total revenue 123,847 111,778 245,344 221,067 Cost of revenue(1) Subscription 27,159 24,551 54,594 49,024 Professional services and other 600 383 1,156 748 Total cost of revenue 27,759 24,934 55,750 49,772 Gross profit 96,088 86,844 189,594 171,295 Operating expenses Research and development(1) 26,643 24,587 53,590 47,816 Sales and marketing(1) 47,416 48,152 95,962 95,604 General and administrative(1) 24,698 26,420 48,557 51,392 Total operating expenses 98,757 99,159 198,109 194,812 Loss from operations (2,669) (12,315) (8,515) (23,517) Interest expense (618) (409) (1,285) (923) Interest income 843 946 1,594 1,841 Other expense, net (291) 356 (454) 188 Loss before income taxes (2,735) (11,422) (8,660) (22,411) Income tax expense 354 563 765 794 Net loss $ (3,089) $ (11,985) $ (9,425) $ (23,205) _______________ (1)Includes stock-based compensation expense as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Cost of revenue $ 555 $ 684 $ 1,129 $ 1,430 Research and development 5,374 6,405 $ 11,299 $ 12,611 Sales and marketing 4,514 6,089 $ 9,524 $ 12,025 General and administrative 5,421 6,988 $ 12,059 $ 13,895 Total stock-based compensation $ 15,864 $ 20,166 $ 34,011 $ 39,961 30 Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (as a percentage of total revenue) Revenue Subscription 98 % 99 % 99 % 99 % Professional services and other 2 % 1 % 1 % 1 % Total revenue 100 % 100 % 100 % 100 % Cost of revenue Subscription 22 % 22 % 22 % 22 % Professional services and other — % — % — % — % Total cost of revenue 22 % 22 % 23 % 23 % Gross profit 78 % 78 % 77 % 77 % Operating expenses Research and development 22 % 22 % 22 % 22 % Sales and marketing 38 % 43 % 39 % 43 % General and administrative 20 % 24 % 20 % 23 % Total operating expenses 80 % 89 % 81 % 88 % Loss from operations (2) % (11) % (3) % (11) % Interest expense — % — % (1) % — % Interest income 1 % 1 % 1 % 1 % Other expense, net — % — % — % — % Loss before income taxes (2) % (10) % (4) % (10) % Income tax expense — % 1 % — % — % Net loss (2) % (11) % (4) % (10) % Note: Certain amounts may not sum due to rounding 31 Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025 Revenue Three Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Revenue Subscription $ 121,877 $ 111,110 $ 10,767 10 % Professional services and other 1,970 668 1,302 195 % Total revenue $ 123,847 $ 111,778 $ 12,069 11 % Percentage of Total Revenue Subscription 98 % 99 % Professional services and other 2 % 1 % The increase in subscription revenue was primarily driven by increased revenue from our highest tier customers. The number of customers contributing $30,000 or more in ARR grew 11% versus the prior year and the number of customers contributing $50,000 or more in ARR grew 16% versus the prior year. The increase in new customers within the highest tiers was primarily driven by prioritizing our customer success and growth resources towards these customers. Cost of Revenue and Gross Margin Three Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Cost of revenue Subscription $ 27,159 $ 24,551 $ 2,608 11 % Professional services and other 600 383 217 57 % Total cost of revenue 27,759 24,934 2,825 11 % Gross profit $ 96,088 $ 86,844 $ 9,244 11 % Gross margin Total gross margin 78 % 78 % The increase in cost of subscription revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily due to the following: Change (in thousands) Data provider fees $ 1,870 Hosting fees 606 Amortization of intangible assets 420 Other (288) Subscription cost of revenue $ 2,608 32 Fees paid to our data providers increased due to higher costs of third-party data utilized in our platform. Hosting fees increased due to additional costs associated with the expansion of our highest tier customers and increased utilization of computing and storage needs. The increase in the amortization expense of intangible assets was driven by the acquired developed technology recognized as part of the NewsWhip acquisition. Refer to Note 11 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion. Operating Expenses Research and Development Three Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Research and development $ 26,643 $ 24,587 $ 2,056 8 % Percentage of total revenue 22 % 22 % The increase in research and development expense for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily due to the following: Change (in thousands) Personnel costs $ 2,610 Stock-based compensation expense (1,031) Other 477 Research and development $ 2,056 Personnel costs increased primarily as a result of an increase in headcount as we continued to grow our research and development teams to drive our technology innovation through the development and maintenance of our platform. Headcount in the research and development organization increased 18% compared to the same period in the prior year. The decrease in stock-based compensation expense was driven by equity award forfeitures and lower grant values. Sales and Marketing Three Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Sales and marketing $ 47,416 $ 48,152 $ (736) (2) % Percentage of total revenue 38 % 43 % 33 The decrease in sales and marketing expense for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily due to the following: Change (in thousands) Stock-based compensation expense $ (1,575) Sales commission expense 1,718 Other (879) Sales and marketing $ (736) The decrease in stock-based compensation expense was driven by equity award forfeitures and lower grant values. Sales commission expense increased due to year-over-year sales growth. The decrease in other was primarily driven by various marketing initiatives. General and Administrative Three Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) General and administrative $ 24,698 $ 26,420 $ (1,722) (7) % Percentage of total revenue 20 % 24 % The decrease in general and administrative expense for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily due to the following: Change (in thousands) Stock-based compensation expense $ (1,567) Loss on lease termination (1,175) Change in fair value of contingent consideration (355) Restructuring and related costs 816 Amortization of intangible assets 695 Other (136) General and administrative $ (1,722) The decrease in stock-based compensation expense was driven by equity award forfeitures and lower grant values. The loss on lease termination was incurred in April 2025 following an amendment to our Chicago office lease agreement, which resulted in the early termination of one floor of the leased space. Changes in fair value of contingent consideration were driven by revised revenue estimates utilized in estimating the NewsWhip earnout liability. Refer to Note 10 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion. Restructuring and related costs consist of preliminary expenses incurred in anticipation of the Plan. Refer to Note 12 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion. The increase in the amortization expense of intangible assets was primarily driven by the intangible assets recognized as part of the NewsWhip acquisition. 34 Interest Income, Net Three Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Interest income (expense), net $ 225 $ 537 $ (312) (58) % Percentage of total revenue — % — % The decrease in interest income, net was driven by higher interest expense as a result of a higher balance on the Facility as compared to the same period in 2025, and lower interest income attributable to maturity of the remaining marketable securities in the second quarter of 2025. Other Expense, Net Three Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Other expense, net $ (291) $ 356 $ (647) n/m(1) Percentage of total revenue — % — % _________________ (1)Calculated metric is not meaningful. The change in other expense, net was primarily driven by foreign exchange transaction losses. Income Tax Expense Three Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Income tax expense $ 354 $ 563 $ (209) (37) % Percentage of total revenue — % 1 % The change in income tax expense was partly driven by a tax benefit related to deferred tax liabilities associated with the NewsWhip acquisition, partially offset by an increase in state income tax expense. 35 Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Revenue Six Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Revenue Subscription $ 241,897 $ 219,790 $ 22,107 10 % Professional services and other 3,447 1,277 2,170 170 % Total revenue $ 245,344 $ 221,067 $ 24,277 11 % Percentage of Total Revenue Subscription 99 % 99 % Professional services and other 1 % 1 % The increase in subscription revenue was primarily driven by increased revenue from our highest tier customers. The number of customers contributing $30,000 or more in ARR grew 11% versus the prior year and the number of customers contributing $50,000 or more in ARR grew 16% versus the prior year. The increase in new customers within the highest tiers was primarily driven by prioritizing our customer success and growth resources towards these customers. Cost of Revenue and Gross Margin Six Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Cost of revenue Subscription $ 54,594 $ 49,024 $ 5,570 11 % Professional services and other 1,156 748 408 55 % Total cost of revenue 55,750 49,772 5,978 12 % Gross profit $ 189,594 $ 171,295 $ 18,299 11 % Gross margin Total gross margin 77 % 77 % 36 The increase in cost of subscription revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to the following: Change (in thousands) Data provider fees $ 3,745 Hosting fees 1,247 Amortization of intangible assets 840 Personnel costs 731 Restructuring and related costs (416) Other (577) Subscription cost of revenue $ 5,570 Fees paid to our data providers increased due to higher costs of third-party data utilized in our platform. Hosting fees increased due to additional costs associated with the expansion of our highest tier customers and increased utilization of computing and storage needs. The increase in personnel costs was partially driven by additional headcount resulting from the NewsWhip acquisition in July 2025. The increase in the amortization expense of intangible assets was driven by the acquired developed technology recognized as part of the NewsWhip acquisition. Refer to Note 11 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion. In February 2025, we initiated a restructuring plan with the primary focus on our Sales and Customer Experience teams, which resulted in restructuring costs during the six months ended June 30, 2025. Operating Expenses Research and Development Six Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Research and development $ 53,590 $ 47,816 $ 5,774 12 % Percentage of total revenue 22 % 22 % The increase in research and development expense for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to the following: Change (in thousands) Personnel costs $ 5,905 Stock-based compensation expense (1,312) Other 1,181 Research and development $ 5,774 Personnel costs increased primarily as a result of an increase in headcount as we continued to grow our research and development teams to drive our technology innovation through the development and maintenance of our platform. Headcount in the research and development organization increased 18% compared to the same period in the prior year. The decrease in stock-based compensation expense was driven by equity award forfeitures and lower grant values. 37 Sales and Marketing Six Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Sales and marketing $ 95,962 $ 95,604 $ 358 — % Percentage of total revenue 39 % 43 % The increase in sales and marketing expense for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to the following: Change (in thousands) Sales commission expense $ 3,455 Personnel costs 2,149 Stock-based compensation expense (2,501) Restructuring and related costs (2,285) Other (460) Sales and marketing $ 358 Sales commission expense increased due to year-over-year sales growth. Personnel costs increased primarily as a result of an increase in headcount as we continued to expand our sales teams to grow our customer base. The decrease in stock-based compensation expense was driven by equity award forfeitures and lower grant values. In February 2025, we initiated a restructuring plan with the primary focus on our Sales and Customer Experience teams, which resulted in restructuring costs during the six months ended June 30, 2025. The decrease in other was primarily driven by various marketing initiatives. General and Administrative Six Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) General and administrative $ 48,557 $ 51,392 $ (2,835) (6) % Percentage of total revenue 20 % 23 % 38 The decrease in general and administrative expense for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to the following: Change (in thousands) Stock-based compensation expense $ (1,836) Loss on lease termination (1,175) Bad debt expense (1,165) Change in fair value of contingent consideration (848) Personnel costs 2,147 Amortization of intangible assets 1,391 Restructuring and related costs 816 Other (2,165) General and administrative $ (2,835) The decrease in stock-based compensation expense was driven by equity award forfeitures and lower grant values. The loss on lease termination was incurred in April 2025 following an amendment to our Chicago office lease agreement, which resulted in the early termination of one floor of the leased space. Changes in fair value of contingent consideration were driven by revised revenue estimates utilized in estimating the NewsWhip earnout liability. Refer to Note 10 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion. Personnel costs increased as we continued to invest in our finance, legal and other administrative functions to support the Company’s growth. The increase in the amortization expense of intangible assets was primarily driven by the intangible assets recognized as part of the NewsWhip acquisition. Restructuring and related costs consist of preliminary expenses incurred in anticipation of the Plan. Refer to Note 12 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion. The decrease in other was partially driven by lower overhead costs and other expenses due to the April 2025 early partial lease termination. 39 Interest Income, Net Six Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Interest income (expense), net $ 309 $ 918 $ (609) (66) % Percentage of total revenue — % — % The decrease in interest income, net was driven by higher interest expense as a result of a higher balance on the Facility as compared to the same period in 2025, and lower interest income attributable to maturity of the remaining marketable securities in the second quarter of 2025. Other Expense, Net Six Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Other expense, net $ (454) $ 188 $ (642) n/m(1) Percentage of total revenue — % — % _________________ (1)Calculated metric is not meaningful. The change in other expense, net was primarily driven by foreign exchange transaction losses. Income Tax Expense Six Months Ended June 30, Change 2026 2025 Amount % (dollars in thousands) Income tax expense $ 765 $ 794 $ (29) (4) % Percentage of total revenue — % — % Income tax expense for the periods presented was primarily driven by foreign income tax expense. Non-GAAP Financial Measures In addition to our results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe the following non-GAAP measures are useful in evaluating our operating performance. We use the below non-GAAP financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance by excluding certain items that may not be indicative of our business, operating results or future outlook. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including 40 companies in our industry, may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business. Non-GAAP Gross Profit We define non-GAAP gross profit as GAAP gross profit, excluding stock-based compensation expense, amortization expense associated with the acquired developed technology from the Tagger Media, Inc. (“Tagger”) and NewsWhip acquisitions, and restructuring and related charges. We believe non-GAAP gross profit provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as it eliminates the effect of stock-based compensation, amortization expense and restructuring and related charges, which are often unrelated to overall operating performance. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Reconciliation of Non-GAAP gross profit (dollars in thousands) Gross profit $ 96,088 $ 86,844 $ 189,594 $ 171,295 Stock-based compensation expense 555 684 1,129 1,430 Amortization of acquired developed technology 1,125 705 2,250 1,410 Restructuring and related charges — — — 416 Non-GAAP gross profit $ 97,768 $ 88,233 $ 192,973 $ 174,551 Non-GAAP Operating Income We define non-GAAP operating income as GAAP loss from operations, excluding stock-based compensation expense, amortization expense associated with the acquired intangible assets from the Tagger and NewsWhip acquisitions, restructuring and related charges, non-cash losses from lease terminations, acquisition-related expenses and changes in the fair value of contingent consideration. We believe non-GAAP operating income provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as it eliminates the effect of stock-based compensation, amortization expense, restructuring and related charges, non-cash losses from lease terminations, acquisition-related expenses and changes in the fair value of contingent consideration, which are often unrelated to overall operating performance. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Reconciliation of Non-GAAP operating income (dollars in thousands) Loss from operations $ (2,669) $ (12,315) $ (8,515) $ (23,517) Stock-based compensation expense 15,864 20,166 34,011 39,961 Amortization of acquired intangible assets 2,328 1,213 4,656 2,426 Restructuring and related charges 816 — 816 2,731 Loss on lease termination — 1,175 — 1,175 Acquisition-related expenses — 90 — 90 Change in fair value of contingent consideration (355) — (848) — Non-GAAP operating income $ 15,984 $ 10,329 $ 30,120 $ 22,866 41 Non-GAAP Net Income We define non-GAAP net income as GAAP net loss, excluding stock-based compensation expense, amortization expense associated with the acquired intangible assets from the Tagger and NewsWhip acquisitions, restructuring and related charges, non-cash losses from lease terminations, acquisition-related expenses and changes in the fair value of contingent consideration. We believe non-GAAP net income provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this non-GAAP financial measure eliminates the effect of stock-based compensation, amortization expense, restructuring and related charges, non-cash losses from lease terminations, acquisition-related expenses and changes in the fair value of contingent consideration, which are often unrelated to overall operating performance. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Reconciliation of Non-GAAP net income (dollars in thousands) Net loss $ (3,089) $ (11,985) $ (9,425) $ (23,205) Stock-based compensation expense 15,864 20,166 34,011 39,961 Amortization of acquired intangible assets 2,328 1,213 4,656 2,426 Restructuring and related charges 816 — 816 2,731 Loss on lease termination — 1,175 — 1,175 Acquisition-related expenses — 90 — 90 Change in fair value of contingent consideration (355) — (848) — Non-GAAP net income $ 15,564 $ 10,659 $ 29,210 $ 23,178 Non-GAAP Net Income per Share We define non-GAAP net income per share as GAAP net loss per share attributable to common shareholders, basic and diluted, excluding stock-based compensation expense, amortization expense associated with the acquired intangible assets from the Tagger and NewsWhip acquisitions, restructuring and related charges, non-cash losses from lease terminations, acquisition-related expenses and changes in the fair value of contingent consideration. We believe non-GAAP net income per share provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this non-GAAP financial measure eliminates the effect of stock-based compensation, amortization expense, restructuring and related charges, non-cash losses from lease terminations, acquisition-related expenses and changes in the fair value of contingent consideration, which are often unrelated to overall operating performance. 42 Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Reconciliation of Non-GAAP net income per share Net loss per share attributable to common shareholders, basic and diluted $ (0.05) $ (0.21) $ (0.16) $ (0.40) Stock-based compensation expense per share 0.27 0.35 0.57 0.69 Amortization of acquired intangible assets 0.04 0.02 0.08 0.04 Restructuring and related charges 0.01 — 0.01 0.05 Loss on lease termination — 0.02 — 0.02 Acquisition-related expenses — — — — Change in fair value of contingent consideration (0.01) — (0.01) — Non-GAAP net income per share $ 0.26 $ 0.18 $ 0.49 $ 0.40 Liquidity and Capital Resources As of June 30, 2026, our principal sources of liquidity were cash and cash equivalents of $119.9 million and net accounts receivable of $78.1 million. Historically, we have generated losses from operations as evidenced by our accumulated deficit. However, we have generated positive cash flows from operations for the last five fiscal years, from 2021 to 2025. For the six months ended June 30, 2026 and 2025, we also generated positive cash flows from operations. We may experience greater than anticipated operating losses in the short- and long-term due to macroeconomic, financial, geopolitical and other factors that are beyond our control. The impact of these factors on our customers and our operations going forward remains uncertain, and we continue to proactively monitor our liquidity position. We primarily finance our operations through cash flows from operating activities, available cash and line of credit borrowings. In August 2023, we borrowed $75 million under the Facility in connection with the Tagger acquisition, and in July 2025, we borrowed $32 million under the Facility in connection with the NewsWhip acquisition. Our principal uses of cash in recent periods have been to fund operations, pay for acquisitions, pay down our Facility and invest in capital expenditures. We believe our existing cash and cash equivalents will be sufficient to meet our operating and capital needs for at least the next 12 months. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash and investment balances and potential future equity or debt transactions. Our future capital requirements will depend on many factors, including our subscription growth rate, subscription renewal activity, billing frequency, the impact of macroeconomic and geopolitical conditions on our customers and our operations, the timing and extent of spending to support our research and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings, the continuing market acceptance of our product, and the successful implementation of cost reduction measures (such as the Plan). We have in the past, and may in the future, enter into arrangements to acquire or invest in complementary businesses, products and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us, or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations, our business, results of operations and financial condition could be adversely affected. While we expect that the Plan and the majority of the related cash expenditures will be substantially complete by the end of the third quarter of 2026, we may incur additional costs not currently contemplated due to events that may occur, or that are associated with, the Plan. Additionally, we may not achieve the expected benefits of these cost reduction measures and other cost reduction plans on the anticipated timeline, or at all, which could otherwise accelerate our liquidity needs. 43 Credit Agreement On August 1, 2023, we entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, the banks and other financial institutions or entities party thereto as lenders and MUFG Bank, LTD. as administrative agent and collateral agent. The Credit Agreement provides for a $100 million senior secured revolving credit facility (the “Facility”), maturing on August 1, 2028. Borrowings under the Facility may be used to finance acquisitions and other investments permitted under the terms of the Credit Agreement, to pay related fees and expenses and for general corporate purposes. On April 4, 2025, we entered into the First Amendment to Credit Agreement (the “Amendment”, and the Credit Agreement as amended thereby, the “Amended Credit Agreement”) which, among other things, extended the maturity date of the Facility from August 1, 2028 to April 4, 2030 and revised the manner in which the applicable interest rate is determined from a liquidity based determination to a leverage based determination. In addition, the Amendment removed the minimum liquidity and annual recurring revenue covenants contained in the Credit Agreement and replaced them with financial covenants as to (i) maximum Consolidated Senior Net Leverage Ratio and (ii) minimum Consolidated Interest Coverage Ratio (each as defined in the Amended Credit Agreement). As of June 30, 2026, we were in compliance with such financial covenants in the Amended Credit Agreement and expect to be in compliance with such financial covenants for the next 12 months. Pursuant to the Amended Credit Agreement, borrowings under the Facility may be designated as SOFR Loans or ABR Loans (each as defined in the Amended Credit Agreement), subject to certain terms and conditions under the Amended Credit Agreement, and bear interest at a rate of either (i) SOFR (subject to a 1.0% floor), plus 0.10%, plus a margin ranging from 2.25% to 2.75% based on our Consolidated Senior Net Leverage Ratio or (ii) ABR (subject to a 2.0% floor) plus a margin ranging from 1.25% to 1.75% based on our Consolidated Senior Net Leverage Ratio. For the six months ended June 30, 2026, the borrowings under the Facility were designated as SOFR Loans. The Facility also includes a quarterly commitment fee on the unused portion of the Facility of 0.30% or 0.35% based on our Consolidated Senior Net Leverage Ratio. The Amended Credit Agreement includes customary conditions to credit extensions, covenants, and customary events of default, including restrictions on our ability to incur liens, incur indebtedness, make or hold investments, execute certain change of control transactions, business combinations or other fundamental changes to its business, dispose of assets, make certain types of restricted payments, including dividends and other distributions to stockholders, enter into certain related party transactions, or amend or terminate certain contracts, subject to customary exceptions. As of June 30, 2026, we had an outstanding balance of $32.5 million under the Amended Credit Agreement. Refer to Note 5 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion. Share Repurchase Program On May 7, 2026, we announced that our board of directors authorized a share repurchase program (the “Share Repurchase Program”) under which we may repurchase up to $50 million of our Class A common stock. The Share Repurchase Program authorizes us to repurchase our Class A common stock from time to time in the open market, in privately negotiated transactions, through block purchases, through Rule 10b5-1 trading plans, or by any combination of such methods, all in accordance with applicable securities laws and regulations. The timing and amount of any repurchase will be determined by our management at our discretion and will depend on a variety of factors, including but not limited to the market price of our Class A common stock, general business and market conditions, alternative investment opportunities and funding considerations. The Share Repurchase Program does not obligate us to repurchase any particular amount of Class A common stock, has no set termination date and may be modified, suspended or discontinued at any time at the discretion of our board of directors. 44 As of June 30, 2026, no shares have been repurchased under the share repurchase program. Cash Flows The following table summarizes our cash flows for the periods presented: Six Months Ended June 30, 2026 2025 (in thousands) Net cash provided by operating activities $ 33,684 $ 23,194 Net cash (used in) provided by investing activities (1,720) 1,485 Net cash used in financing activities (7,298) (9,542) Net increase in cash, cash equivalents and restricted cash $ 24,666 $ 15,137 Operating Activities Our largest source of operating cash is cash collections from our customers for subscription services. Our primary uses of cash from operating activities are for personnel costs across the sales and marketing and research and development departments, fees paid to data providers and hosting costs. We have generated positive cash flows from operating activities for each fiscal year since 2021. For the six months ended June 30, 2026 and 2025, we also generated positive cash flows from operating activities. Net cash provided by operating activities during the six months ended June 30, 2026 was $33.7 million, which resulted from a net loss of $9.4 million adjusted for non-cash charges of $55.8 million and net cash outflow of $12.7 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $34.0 million of stock-based compensation expense, $14.4 million for amortization of deferred contract acquisition costs, which were primarily commissions, $6.7 million of depreciation and intangible asset amortization expense, a $0.8 million change in the fair value of contingent consideration and $0.8 million of amortization of right-of-use (“ROU”) operating lease assets. The net cash outflow from changes in operating assets and liabilities was primarily the result of a $15.4 million increase in deferred commissions due to the addition of new customers and expansion of the business, an $11.8 million decrease in deferred revenue, a $3.8 million decrease in accounts payable and accrued expenses, a $2.2 million increase in prepaid expenses and other assets, and a $1.3 million decrease in operating lease liabilities. These outflows were primarily offset by a $21.8 million decrease in accounts receivable. Net cash provided by operating activities during the six months ended June 30, 2025 was $23.2 million, which resulted from a net loss of $23.2 million adjusted for non-cash charges of $59.7 million and net cash outflow of $13.3 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $40.0 million of stock-based compensation expense, $10.9 million for amortization of deferred contract acquisition costs, which were primarily commissions, $4.6 million of depreciation and intangible asset amortization expense, a $1.2 million loss on lease termination and $0.7 million of amortization of ROU operating lease assets. The net cash outflow from changes in operating assets and liabilities was primarily the result of a $15.1 million increase in deferred commissions due to the addition of new customers and expansion of the business, a $7.6 million decrease in deferred revenue, a $3.2 million decrease in accounts payable and accrued expenses and a $2.1 million decrease in operating lease liabilities. These outflows were primarily offset by a $14.5 million decrease in accounts receivable and a $0.2 million decrease in prepaid expenses and other assets. Investing Activities Net cash used in investing activities for the six months ended June 30, 2026 was $1.7 million, which consisted of $1.7 million in purchases of fixed assets, primarily capitalized software costs. 45 Net cash provided by investing activities for the six months ended June 30, 2025 was $1.5 million, which was primarily due to $3.8 million in proceeds from the maturities of marketable securities, partially offset by $2.3 million in purchases of fixed assets, primarily capitalized software costs and computer equipment. Financing Activities Net cash used in financing activities for the six months ended June 30, 2026 was $7.3 million, driven by $7.5 million in repayments of the Facility and $0.4 million in payments related to employee withholding taxes as a result of the net settlement of stock-based awards, partially offset by $0.6 million in proceeds from purchases under our employee stock purchase plan. Net cash used in financing activities for the six months ended June 30, 2025 was $9.5 million, driven by $10.0 million in repayments of the Facility and $0.5 million in issuance costs related to the Amended Credit Agreement, partially offset by $0.9 million in proceeds from purchases under our employee stock purchase plan. Contractual Obligations As of June 30, 2026, we have $32.5 million outstanding under the Amended Credit Agreement, which matures on April 4, 2030. Refer to Note 5 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion. In connection with our acquisition of NewsWhip in July 2025, we are required to make post-closing earnout payments, which are contingent upon NewsWhip’s achievement of financial performance metrics through June 30, 2027. As of June 30, 2026, the total estimated liability associated with the contingent consideration was $8.0 million. Refer to Note 10 and 11 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion. As of June 30, 2026, we have non-cancellable contractual obligations related primarily to operating leases and minimum guaranteed purchase commitments for data and services. As of June 30, 2026, the total obligation for operating leases was $16.0 million, of which $3.6 million is expected to be paid in the next twelve months. As of June 30, 2026, our purchase commitment for primarily data and services was $74.8 million, of which $53.1 million is expected to be paid in the next twelve months. Refer to Note 3 and 7 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for more information regarding these obligations. Recent Accounting Pronouncements Refer to Note 1 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for more information. Critical Accounting Policies and Estimates Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates. Our significant accounting policies are discussed in Note 1 in the Notes to Consolidated Financial Statements as of and for the year ended December 31, 2025 included in our Annual Report on Form 10-K 46 for the year ended December 31, 2025, filed with the SEC on February 27, 2026. There have been no significant changes to these policies during the six months ended June 30, 2026. 47
Interest Rate Risk We had cash and cash equivalents totaling $119.9 million as of June 30, 2026, the majority of which was invested in money market accounts and money market funds. In recent periods, we have also had marketable securities which were invested in investment-grade…
Interest Rate Risk We had cash and cash equivalents totaling $119.9 million as of June 30, 2026, the majority of which was invested in money market accounts and money market funds. In recent periods, we have also had marketable securities which were invested in investment-grade corporate bonds. Such interest-earning instruments carry a degree of interest rate risk with respect to the interest income generated. Additionally, certain of these cash investments are maintained at balances beyond Federal Deposit Insurance Corporation (“FDIC”) coverage limits or are not insured by the FDIC. Accordingly, there may be a risk that we will not recover the full principal of our cash investments. To date, fluctuations in interest income have not been significant. Because these accounts are highly liquid, we do not have material exposure to market risk. Our cash is held for working capital purposes. We do not enter into investments for trading or speculative purposes. As of June 30, 2026, we had $32.5 million in secured indebtedness outstanding under the Amended Credit Agreement. The revolving line of credit bears interest at a rate of either (i) SOFR (subject to a 1.0% floor), plus 0.10%, plus a margin ranging from 2.25% to 2.75% based on the Company’s Consolidated Senior Net Leverage Ratio or (ii) ABR (subject to a 2.0% floor) plus a margin ranging from 1.25% to 1.75% based on the Company’s Consolidated Senior Net Leverage Ratio. Refer to Note 5 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report). We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our financial statements. Foreign Currency Exchange Risk We are not currently subject to significant foreign currency exchange risk as our U.S. and international sales are predominantly denominated in U.S. dollars. However, we have some foreign currency risk related to a small amount of sales denominated in Canadian dollars, Euros and British pounds. Sales denominated in foreign currencies reflect the prevailing U.S. dollar exchange rate on the date of invoice for such sales. Decreases in the relative value of the U.S. dollar to these foreign currencies may negatively affect revenue and other operating results as expressed in U.S. dollars. We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to the applicable foreign currencies would have a material effect on operating results. We have not engaged in the hedging of foreign currency transactions to date. However, as our international operations expand, our foreign currency exchange risk may increase. If our foreign currency exchange risk increases in the future, we may evaluate the costs and benefits of initiating a foreign currency hedge program in connection with non-U.S. dollar denominated transactions. 48
Read original filing text →See Note 7 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for information regarding certain legal proceedings in which we are involved, which is incorporated by reference into this Part II, Item 1.
See Note 7 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for information regarding certain legal proceedings in which we are involved, which is incorporated by reference into this Part II, Item 1.
Read original filing text →Other than the risk factors set forth below, there have been no material changes from the risk factors disclosed in our Annual Report (under the heading “Risk Factors”) in response to Part 1, Item 1A of the Form 10-K. We cannot guarantee that our share repurchase program will be…
Other than the risk factors set forth below, there have been no material changes from the risk factors disclosed in our Annual Report (under the heading “Risk Factors”) in response to Part 1, Item 1A of the Form 10-K. We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also affect the trading price of our stock and increase its volatility and could materially impact our liquidity. Our board of directors (the “Board”) has approved a share repurchase program to repurchase up to $50 million of our Class A common stock from time to time in the open market, in privately negotiated transactions, through block purchases, through Rule 10b5-1 trading plans, or by any combination of such methods (the “Share Repurchase Program”). Although the Board has authorized the Share Repurchase Program, such authorization does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. The actual timing, manner, price and total amount of future repurchases will depend on a variety of factors, including business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, restrictions under the terms of our Amended Credit Agreement and other considerations. Our Share Repurchase Program is subject to significant market timing and valuation risks that could result in suboptimal capital allocation and adverse impacts on shareholder value. We may repurchase shares at prices that subsequently prove to have been excessive relative to the intrinsic value of our stock, particularly during periods of market volatility or when our stock price is trading at elevated multiples. Market conditions, investor sentiment, and macroeconomic and geopolitical factors beyond our control can cause substantial fluctuations in our stock price, making it difficult to determine optimal timing and pricing for repurchases. Our repurchase decisions are based on management's assessment of various factors, including stock price, market conditions, available cash, and alternative investment opportunities, but these assessments may prove incorrect. The Share Repurchase Program may be modified, suspended, or terminated at any time, and we cannot guarantee that the program will be fully consummated or that it will enhance long-term stockholder value. The Share Repurchase Program could affect the trading price of our stock and increase its volatility, and any announcement of a termination of this program may result in a decrease in the trading price of our stock. In addition, the Share Repurchase Program could materially diminish our cash and cash equivalents and marketable securities and adversely impact our overall liquidity position. Our workforce reduction plan may not achieve the anticipated benefits and could adversely affect our business, results of operations and financial condition. In July 2026, our Board approved the Plan to streamline our organizational structure and align our cost base with our strategic priorities, including our ongoing investments in AI-powered social intelligence. The Plan involves a reduction of approximately 20% of our workforce, or approximately 260 employees. We estimate that we will incur total pre-tax restructuring charges of approximately $18.0 million to $20.0 million in connection with the Plan, consisting primarily of cash expenditures related to employee severance payments and benefits. These estimates are preliminary, and we may incur charges 50 that are materially higher than currently anticipated due to factors that are beyond our control, including the outcome of any required consultations or proceedings with employee representative bodies, governmental authorities or other third parties in certain jurisdictions, as well as potential legal claims by affected employees. There can be no assurance that the Plan will achieve the expected cost savings, operational efficiencies or organizational benefits on the anticipated timeline, or at all. The Plan may result in unintended consequences, including loss of institutional knowledge and expertise, reduced productivity, disruption to ongoing projects and customer relationships, and delays in our product development roadmap. We may further discover that, despite the savings realized from the Plan, we may require additional capital to continue expanding our business, and we may be unable to obtain such capital on acceptable terms, if at all. If we are unable to successfully implement the Plan and realize the anticipated benefits, or if we incur costs materially in excess of our current estimates, our business, our results of operations and financial condition could be materially and adversely affected. The Plan may also impair our ability to attract, retain and motivate qualified employees, including key personnel and highly skilled technical talent, as remaining employees may experience decreased morale, increased uncertainty and higher voluntary attrition, and our reputation as an employer of choice may be diminished. In addition, the workforce reduction could disrupt our product development, customer experience and strategic initiatives, including our investments in AI-powered social intelligence, which could compromise our pace of innovation, platform reliability and customer retention.
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