← Back to TTD filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, our business strategy (including anticipated trends and developments in, and management plans for, our business and the markets in which we operate), financial results, the impact of macroeconomic uncertainty on our business, operations, and the markets and communities in which we, our clients, and partners operate, results of operations, revenues, operating expenses, taxes, capital expenditures including share repurchases, sales and marketing initiatives and competition. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “suggests,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These statements are not guarantees of future performance; they reflect our current views with respect to future events and are based on assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.
We discuss many of these risks in Part II of this Quarterly Report on Form 10-Q in greater detail under the heading “Risk Factors” and in other filings we make from time to time with the Securities and Exchange Commission (the “SEC”). Also, these forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q, which are inherently subject to change and involve risks and uncertainties. Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made. Given these uncertainties, investors should not place undue reliance on these forward-looking statements.
Investors should read this Quarterly Report on Form 10-Q and the documents that we reference in this report and have filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
References to “Notes” are notes included in our unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.
Overview
We are a global leader in advertising technology. We empower ad buyers to create, manage and optimize digital advertising campaigns across ad formats, channels and devices. Our platform’s depth, AI capabilities and rich ecosystem of inventory, publisher and data partner integrations enable superior reach and decisioning for clients. In addition to the primary capabilities provided by our self-service platform, our enterprise APIs equip our clients with the ability to customize and expand platform functionality.
Since our founding in 2009, we have been committed to building a more transparent and objective advertising ecosystem and enabling more expressive and data-driven campaigns through pioneering technology innovations.
Our clients are advertising agencies, advertisers and other service providers for agencies or advertisers, with whom we enter into ongoing MSAs. We generate revenue by charging our clients a platform fee generally based on a percentage of our clients’ total spend on our platform and from providing value-added services and data to support their advertising campaigns.
20
Table of Contents
Executive Summary
Highlights
Three Months Ended June 30, Six Months Ended June 30,
Dollars Change Dollars Change
2026 2025 $ % 2026 2025 $ %
(in thousands, except percentages)
Revenue $ 715,057 $ 694,039 $ 21,018 3 % $ 1,403,914 $ 1,310,060 $ 93,854 7 %
Net income $ 64,394 $ 90,129 $ (25,735) (29) % $ 104,391 $ 140,807 $ (36,416) (26) %
Adjusted EBITDA(1) $ 241,279 $ 270,755 $ (29,476) (11) % $ 447,345 $ 478,630 $ (31,285) (7) %
___________
(1) To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, we present Adjusted EBITDA, which is a Non-GAAP financial measure. Additional information can be found in “— Non-GAAP Financial Measures” below, including reconciliations of Adjusted EBITDA to the corresponding GAAP measure of net income.
Trends, Opportunities and Challenges
Since our founding, we have focused on developing the most sophisticated, rich and objective platform for buyers of advertising. The growing digitization of media, fragmentation of audiences and ongoing lack of transparency in the advertising technology ecosystem have increased the complexity of advertising, and thereby increased the need for an ad buying platform that users can trust. Our platform delivers valuable insights and results to clients without the conflict of interest and lack of objectivity that come with also selling owned advertising inventory. We believe our continued success relies on further developing our platform’s programmatic capabilities while expanding access to advertising inventory, value-added services and data to support our clients’ advertising campaigns.
We believe that our key opportunities include (i) our ongoing global expansion, (ii) continuing development of our omnichannel ad inventory (including in channels such as CTV and other video, mobile, audio and others, including potentially in any new inventory sources that may arise with the advent of AI), (iii) continuing development, optimization and adoption of the data usage, measurement and targeting capabilities provided by our platform, which create a natural flywheel in our business, (iv) the adoption and utilization of third-party data, in particular, retail data, and first-party data by our clients, and (v) continuing development and incorporation of AI in our platform and related offerings.
We believe that growth of the programmatic advertising market is important for our ability to grow our business. Adoption of programmatic advertising by advertisers allows us to acquire new clients and grow revenue from existing clients. Although our clients include some of the largest advertising agencies and advertisers in the world, we believe there is significant room for us to expand our business relationships with these clients to gain a larger portion of their advertising spend through our platform. We also believe that the industry trends noted above will lead to advertisers adopting programmatic advertising through platforms such as ours. Accordingly, we see a significant market opportunity across advertisers and agencies with which we do not yet do business.
Similarly, the adoption of programmatic advertising by inventory owners and content providers allows us to expand the volume and type of advertising inventory we present to our clients. For example, we have expanded our CTV, audio and other advertising offerings through our integrations with supply-side partners and publishers. In addition, we have expanded our efforts to improve the efficiency and transparency of complex open internet supply channels.
Our recent growth has been largely driven by expanding our share of spend by our existing clients and adding new clients. Our clients include some of the largest advertising agencies and advertisers in the world, and we believe there is significant room for us to expand further within these clients, including room to expand the aperture of clients we support across the mid-market. As a result, future revenue growth depends, in large part, upon our ability to retain our existing clients and to gain a larger amount of their spend through our platform in a highly competitive advertising market. This includes our ability to differentiate to clients our platform’s overall value from competitors’ platforms that may offer artificially low prices, which are enabled by inherent conflicts of interest and a lack of objectivity that come with also selling advertising inventory. We believe that we offer differentiated offerings with superior value to new and existing clients.
21
Table of Contents
Our future growth will also depend on our ability to continue innovating and improving the technology underlying our platform and related offerings and enhancing their functionality, including the development of new or improved value-added services or the inclusion of additional data, and driving continual and increased adoption of such value-added services and data by our clients.
We remain focused on operating efficiently while investing in significant opportunities to contribute toward long-term growth. We anticipate that our platform operations and technology and development operating expenses will continue to increase as we invest in platform operations for our hosting capabilities as well as technology and development to enhance our platform and related offerings, including our continued focus on the development and incorporation of AI. We also aim for balanced investments in sales and marketing activities in order to acquire new clients and reinforce our relationships with existing clients. In addition, we expect to continue making disciplined investments in our infrastructure, including our information technology, financial and administrative systems and controls to support our growing operations.
We believe the markets outside of the United States, and in particular across Europe and Asia in markets such as the U.K., Germany, France, China, Japan, India and Australia, offer opportunities for growth. We intend to make balanced investments in our platform and our team to capitalize on the opportunity in international markets.
We believe that these investments will contribute to our long-term growth, although they may negatively impact profitability in the near term.
Our business model has allowed us to grow significantly over the long term, and we believe that our operating leverage enables us to support future long-term growth profitably.
Macroeconomic Uncertainty
Changes in interest rates, foreign currency exchange rates, trade policies and practices, inflation and other geopolitical developments have resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services in various industries, including those provided by our clients, while also disrupting supply chains, sales channels and advertising and marketing activities for an unknown period of time until economic activity normalizes. In addition, due to high demand for hosting infrastructure components, their prices have become increasingly inelastic and the cost for such components has been rising. As a result of the current uncertainty in economic activity, we are unable to predict the size and duration of the impact on our revenue and our results of operations. The extent of the impact of these macroeconomic factors on our operational and financial performance will depend on a variety of factors, and the duration and extent of geopolitical and global economic disruption and their respective impacts on our clients, partners, industry and employees, all of which are uncertain at this time and cannot be accurately predicted. See “Item 1A. Risk Factors” in Part II. Other Information for further discussion of the adverse impacts of macroeconomic uncertainty on our business.
22
Table of Contents
Results of Operations for the Three and Six Months Ended June 30, 2026 Compared with the Three and Six Months Ended June 30, 2025
The following tables set forth our condensed consolidated results of operations for the periods presented.
Three Months Ended June 30,
2026 2025
(in thousands) (% of Revenue) (in thousands) (% of Revenue)
Revenue $ 715,057 100 % $ 694,039 100 %
Operating expenses:
Platform operations 184,333 26 % 150,980 22 %
Sales and marketing 174,404 24 % 161,131 23 %
Technology and development 140,742 20 % 134,251 19 %
General and administrative 114,001 16 % 130,900 19 %
Total operating expenses 613,480 86 % 577,262 83 %
Income from operations 101,577 14 % 116,777 17 %
Other expense (income):
Total other income, net (11,514) (2) % (16,424) (2) %
Income before income taxes 113,091 16 % 133,201 19 %
Provision for income taxes 48,697 7 % 43,072 6 %
Net income $ 64,394 9 % $ 90,129 13 %
Six Months Ended June 30,
2026 2025
(in thousands) (% of Revenue) (in thousands) (% of Revenue)
Revenue $ 1,403,914 100 % $ 1,310,060 100 %
Operating expenses:
Platform operations 366,303 26 % 293,819 22 %
Sales and marketing 346,583 25 % 313,874 24 %
Technology and development 283,462 20 % 266,653 20 %
General and administrative 239,342 17 % 264,485 20 %
Total operating expenses 1,235,690 88 % 1,138,831 87 %
Income from operations 168,224 12 % 171,229 13 %
Other expense (income):
Total other income, net (23,825) (2) % (37,741) (3) %
Income before income taxes 192,049 14 % 208,970 16 %
Provision for income taxes 87,658 6 % 68,163 5 %
Net income $ 104,391 7 % $ 140,807 11 %
_______________
Note: Percentages may not sum due to rounding.
Revenue
Revenue increased by $21 million, or 3%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was primarily due to an increase in gross spend on our platform, which was primarily driven by more overall advertising campaigns executed by new clients, partially offset by a decrease in gross spend from existing clients. The increase in revenue was also driven by a higher proportion of revenue earned from client spend due to increased pricing associated with value-added services, as well as the continued evolution of certain value-added services and data offerings, including changes to the use of supplier-provided components within those offerings, which resulted in the recognition of certain costs in platform operations rather than as reductions to revenue. These increases were partially offset by volume and other discounts in connection with joint business plans and other strategic partnerships in an effort to drive future growth.
23
Table of Contents
Revenue increased by $94 million, or 7%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was primarily due to an increase in gross spend on our platform, which was primarily driven by more overall advertising campaigns executed by new and existing clients and increased application of and changes in the mix of revenue-generating value-added services. The increase in revenue was also driven by a higher proportion of revenue earned from client spend due to increased pricing associated with value-added services; the continued evolution of certain value-added services and data offerings, including changes to the use of supplier-provided components within those offerings, which resulted in the recognition of certain costs in platform operations rather than as reductions to revenue; and higher utilization of our value-added services. These increases were partially offset by volume and other discounts in connection with joint business plans and other strategic partnerships in an effort to drive future growth.
Enhancements to our platform and the value-added services available to clients, including from Kokai and other features, and increased pricing associated with value-added services, enabled both our clients and us to capture increased value and drove higher utilization of our value-added services.
Revenue earned from our clients’ gross spend on our platform may fluctuate from period to period based on the types of services rendered and the extent to which our platform’s value-added services and data are utilized by clients; our client and channel mix; changes in our platform or related offerings; pricing; volume and other discounts; and the amount of certain costs of supplier-provided components of value-added services and data recorded as reductions to revenue versus as expenses in platform operations. We expect that our revenue earned from our clients’ gross spend will fluctuate in the future pursuant to these factors, especially as our platform evolves and we introduce new and enhanced platform features and related offerings that may be adopted by our clients, expand our omnichannel capabilities, continue to enter into joint business plans and other strategic partnerships, extend our reach to more CTV and other inventory and add additional clients whose businesses may have different underlying business models.
Platform Operations
Platform operations expense increased by $33 million, or 22%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was primarily due to increases of $18 million in costs from supplier-provided components of value-added services and data, $8 million in hosting costs and $3 million in personnel costs. The increase in costs from supplier provided-components of value-added services and data was primarily attributable to the continued evolution of certain value-added services and data offerings, including changes to the use of supplier-provided components within those offerings, which resulted in the recognition of certain costs in platform operations rather than as reductions to revenue. The increase in hosting costs was primarily attributable to support costs relating to the increased use of our platform to query ad opportunities and purchase ad impressions while leveraging the AI and machine learning capabilities of our platform; investment in new data centers to support the continued growth of our platform; and increased use of features by our technical teams in support of our platform. The increase in hosting costs was partially offset by a gain on the sale of computing and networking equipment in connection with a normal-course decommissioning of certain data center assets as well as a change in the estimated useful lives of certain other data center computing and networking equipment. Refer to Note 2 - Basis of Presentation and Summary of Significant Accounting Policies for additional information. The increase in personnel costs was primarily due to headcount growth.
Platform operations expense increased by $72 million, or 25%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was primarily due to increases of $31 million in hosting costs, $26 million in costs from supplier-provided components of value-added services and data and $7 million in personnel costs. The increase in hosting costs was primarily attributable to support costs relating to the increased use of our platform to query ad opportunities and purchase ad impressions while leveraging the AI and machine learning capabilities of our platform; investment in new data centers to support the continued growth of our platform; and increased use of features by our technical teams in support of our platform. The increase in hosting costs was partially offset by a gain on the sale of computing and networking equipment in connection with a normal-course decommissioning of certain data center assets as well as a change in the estimated useful lives of certain other data center computing and networking equipment. Refer to Note 2 - Basis of Presentation and Summary of Significant Accounting Policies for additional information. The increase in costs from supplier provided-components of value-added services and data was primarily attributable to the continued evolution of certain value-added services and data offerings, including changes to the use of supplier-provided components within those offerings, which resulted in the recognition of certain costs in platform operations rather than as reductions to revenue. The increase in personnel costs was primarily due to headcount growth.
We expect platform operations expense will fluctuate period to period, including as a percentage of revenue. We expect to experience an increased volume of queries per second (“QPS”) and media impressions purchased through our
24
Table of Contents
platform and invest in our hosting capabilities, including to support new technical features and functionality of our platform and related offerings and our growing AI and machine learning capabilities, subject to rising prices for data center components. We expect to invest in hiring and retaining top talent to support our clients while balancing platform support needs with other strategic priorities. Platform operations expense also may vary due to the amount of certain costs of supplier-provided components of value-added services and data recorded as platform operations expense versus as reductions to revenue.
Sales and Marketing
Sales and marketing expense increased by $13 million, or 8%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was primarily due to increases of $11 million in personnel costs and $3 million in marketing costs. The increase in personnel costs was primarily due to an increase in incentive compensation driven by changes in incentive plan structure, salary increases in connection with regular merit and promotion cycles and an increase in headcount to support our sales efforts and to continue to develop and maintain relationships with our clients. The increase in marketing costs was primarily due to an increase from marketing events.
Sales and marketing expense increased by $33 million, or 10%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was primarily due to increases of $29 million in personnel costs and $4 million in marketing costs. The increase in personnel costs was primarily due to an increase in incentive compensation driven by changes in incentive plan targets and structure, commissionable headcount growth and gross spend growth; salary increases in connection with regular merit and promotion cycles; and an increase in headcount to support our sales efforts and to continue to develop and maintain relationships with our clients. The increase in marketing costs was primarily due to an increase from marketing events.
We expect sales and marketing expense will fluctuate in future periods, including as a percentage of revenue, as we expect to make disciplined investments in hiring, retaining and incentivizing top talent while balancing other needs across our business to optimize for our strategic priorities.
Technology and Development
Technology and development expense increased by $6 million, or 5%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was due to increases of $4 million in personnel costs and $2 million in third-party costs. The increase in personnel costs was primarily attributable to headcount growth to maintain and support further development of our platform and related offerings as well as salary increases in connection with regular merit and promotion cycles. The increase in third-party costs was primarily attributable to increased use of AI software tools to support our development efforts.
Technology and development expense increased by $17 million, or 6%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was due to increases of $14 million in personnel costs and $3 million in third-party costs. The increase in personnel costs was primarily attributable to headcount growth to maintain and support further development of our platform and related offerings as well as salary increases in connection with regular merit and promotion cycles. The increase in third-party costs was primarily attributable to increased use of AI software tools to support our development efforts.
We expect technology and development expense will fluctuate in future periods, including as a percentage of revenue, as we optimize our investments in the development of our platform and related offerings to support additional platform features and functionality, including AI and machine learning, the anticipated increase in advertising inventory and data suppliers and the anticipated increase in volume of QPS on our platform. We expect to invest in hiring and retaining top talent as well as utilizing other development tools, such as AI, to optimize for our business and focus development on offerings that support efficient and scalable growth.
General and Administrative
General and administrative expense decreased by $17 million, or 13%, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily due to a $20 million decrease in stock-based compensation, partially offset by an increase of $3 million in personnel costs. The decrease in stock-based compensation was primarily due to a $19 million decrease relating to the CEO Performance Option, which was fully recognized by the
25
Table of Contents
end of the first quarter of 2026. The increase in personnel costs was primarily attributable to salary increases in connection with regular merit and promotion cycles as well as increased headcount to support our growth.
General and administrative expense decreased by $25 million, or 10%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, primarily due to a $36 million decrease in stock-based compensation, partially offset by an increase of $11 million in personnel costs. The decrease in stock-based compensation was primarily due to a $38 million decrease relating to the CEO Performance Option driven by the graded-vesting attribution method, under which more expense is recognized earlier in the option’s life. The increase in personnel costs was primarily attributable to increased headcount to support our growth as well as salary increases in connection with regular merit and promotion cycles.
Excluding the prior impact of the CEO Performance Option, we expect general and administrative expense will fluctuate period to period, including as a percentage of revenue, as we make disciplined investments in corporate infrastructure. We expect general and administrative expenses will also fluctuate based upon various litigation, regulatory and governance matters. We expect to invest in hiring and retaining top talent while optimizing for our business and strategic priorities.
Total Other Income, Net
Total other income, net, decreased by $5 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The decrease was primarily due to lower interest income on our cash and cash equivalents and short-term investments primarily driven by lower amounts invested and falling portfolio interest rates as well as foreign currency transaction losses driven by changes in foreign currency exchange rates against the U.S. Dollar, partially offset by gains on foreign currency forwards.
Total other income, net, decreased by $14 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The decrease was primarily due to lower interest income on our cash and cash equivalents and short-term investments primarily driven by lower amounts invested and falling portfolio interest rates as well as foreign currency transaction losses driven by changes in foreign currency exchange rates against the U.S. Dollar, partially offset by gains on foreign currency forwards.
Provision for Income Taxes
The U.S. federal statutory tax rate was 21% for the three and six months ended June 30, 2026 and 2025.
The provision for income taxes increased by $6 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was primarily due to tax detriments associated with employee stock-based awards, compared to tax benefits associated with employee stock-based awards in the three months ended June 30, 2025, partially offset by lower pre-tax profitability.
The provision for income taxes increased by $19 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was primarily due to tax detriments associated with employee stock-based awards, compared to tax benefits associated with employee stock-based awards in the six months ended June 30, 2025, partially offset by lower pre-tax profitability.
Liquidity and Capital Resources
As of June 30, 2026, we had working capital of $2.0 billion, which included $1.1 billion in cash and cash equivalents, $92 million of which was held by our international subsidiaries, and $362 million in short-term investments in marketable securities. Additionally, as of June 30, 2026, we had $745 million available under our Revolving Facility (refer to “— Credit Facility” below). For the six months ended June 30, 2026, we generated $545 million in cash flows from operating activities.
We believe our existing cash and cash equivalents, cash flow from operations, and our undrawn available balance under our Revolving Facility (refer to “— Credit Facility” below) will be sufficient to meet our working capital requirements and investments we make from time to time for at least the next 12 months. We believe our existing cash and cash equivalents, short-term investments and cash flow from operations will be sufficient to fund our share repurchase program. Further, we have a shelf registration statement on Form S-3 on file with the SEC (the “Shelf Registration”),
26
Table of Contents
which permits us to issue equity securities and equity-linked securities from time to time, subject to certain limitations. The Shelf Registration is intended to provide us with additional flexibility to access capital markets for general corporate purposes, subject to market conditions and our capital needs. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in “Item 1A. Risk Factors” within this Quarterly Report on Form 10-Q.
In the future, we may attempt to raise additional capital through the sale of equity securities or through equity-linked or debt-financing arrangements. If we raise additional funds by issuing equity or equity-linked securities, the ownership of our existing stockholders will be diluted. If we raise additional financing by incurring additional indebtedness, we may be subject to increased fixed payment obligations and could also be subject to additional restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business. Any future indebtedness we incur may result in terms that could be unfavorable to equity investors.
There can be no assurance that we will be able to raise additional capital. The inability to raise capital would adversely affect our ability to achieve our business objectives. In addition, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected. We are closely monitoring the effect that current macroeconomic factors may have on our working capital requirements.
Credit Facility
On June 15, 2021, we and a syndicate of banks, led by JPMorgan Chase Bank, N.A., as agent, entered into a Loan and Security Agreement (the “Credit Facility”). The Credit Facility consisted of a $450 million revolving loan facility, with a $20 million sublimit for swingline borrowings and a $15 million sublimit for the issuance of letters of credit. Under certain circumstances, we had the right to increase the Credit Facility by an amount not to exceed $300 million.
On December 17, 2021, we amended the Credit Facility to expand the process for issuing letters of credit and the related invoicing, particularly with respect to letters of credit not denominated in U.S. Dollars. On February 9, 2023, we further amended the Credit Facility (as amended, the “Amended Credit Facility”) to transition from a variable interest rate based on the London Interbank Offered Rate (“LIBOR”) to a variable interest rate based on the Secured Overnight Financing Rate (“SOFR”).
On April 14, 2026, we entered into an amended and restated loan and security agreement, among us, as borrower, and a syndicate of banks, led by JPMorgan Chase Bank, N.A., as agent and arranger (the “Restated Loan and Security Agreement”), which amends and restates the terms of our Amended Credit Facility (as so amended and restated, the “Revolving Facility”). Pursuant to the terms of the Restated Loan and Security Agreement, the Revolving Facility consists of a $750 million revolving loan facility, with a $100 million sublimit for the issuance of letters of credit and a $75 million sublimit for swingline borrowings. Under certain circumstances, including receipt of additional lender commitments, we have the right to increase the Revolving Facility by an additional amount not to exceed $750 million.
Outstanding letters of credit under the Amended Credit Facility continued in full and unchanged subsequent to the execution of the Restated Loan and Security Agreement. No outstanding debt balance existed under the Amended Credit Facility at the time of the execution of the Restated Loan and Security Agreement. We paid immaterial accrued interest and fees upon execution of the Restated Loan and Security Agreement. The Revolving Facility has a scheduled maturity of April 14, 2031, at which time all outstanding amounts become due and payable, subject to certain extension mechanics set forth in the Restated Loan and Security Agreement.
As of June 30, 2026, we did not have an outstanding debt balance under the Revolving Facility. Availability under the Revolving Facility was $745 million as of June 30, 2026, which is net of outstanding letters of credit of $5 million. As of June 30, 2026, we were in compliance with all covenants.
For additional information regarding the Amended Credit Facility and the Restated Loan and Security Agreement, refer to Note 6—Debt.
27
Table of Contents
Share Repurchase Program
In February 2023, our board of directors approved a share repurchase program to repurchase our Class A common stock. The share repurchase program, which has no expiration date, is designed to help offset the impact of future share dilution from employee stock issuances. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases determined at our discretion, depending on market conditions and corporate needs. Open market repurchases are structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares under this authorization. This program does not obligate us to acquire any particular amount of Class A common stock, and may be modified, suspended or terminated at any time at the discretion of our board of directors.
As of December 31, 2025, $150 million remained available and authorized for repurchases. In February 2026, an additional $350 million was authorized under this program, bringing the total amount available for future repurchases to $500 million. During the three months ended June 30, 2026, we repurchased and subsequently retired 3 million shares of our Class A common stock for an aggregate repurchase amount of $59 million. During the six months ended June 30, 2026, we repurchased and subsequently retired 10 million shares of our Class A common stock for an aggregate repurchase amount of $233 million. The aggregate repurchase amounts for the three and six months ended June 30, 2026, included immaterial amounts relating to the 1% excise tax on share repurchases, net of share issuances, from the Inflation Reduction Act of 2022 (“IRA”). As of June 30, 2026, $269 million remained available and authorized for repurchases.
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 $ 545,399 $ 456,446
Net cash provided by (used in) investing activities $ 164,919 $ (346,155)
Net cash used in financing activities $ (245,514) $ (583,367)
Operating Activities
Our cash flows from operating activities are primarily influenced by growth in our operations, increases or decreases in collections from our clients and related payments to our suppliers for Supplier Components. We typically pay suppliers in advance of collections from our clients. Our collection and payment cycles can vary from period to period. In addition, we expect seasonality to impact cash flows from operating activities on a sequential quarterly basis during the year.
For the six months ended June 30, 2026, cash provided by operating activities of $545 million resulted primarily from net income adjusted for noncash items of $418 million and a net increase from our operating assets and liabilities of $127 million. The net increase from our operating assets and liabilities was due to a $548 million decrease in accounts receivable and a $60 million decrease in prepaid expenses and other assets, partially offset by a $428 million decrease in accounts payable, a $36 million decrease in operating lease liabilities and a $17 million decrease in accrued expenses and other liabilities. The decrease in accounts receivable was due to the timing and seasonality of cash receipts from clients. The decrease in prepaid expenses and other assets was primarily due to a reduction in income taxes receivable driven by the current tax provision, net of tax payments, and the receipt of a tax refund. The decrease in accounts payable was due to the timing and seasonality of payments for Supplier Components. The decrease in operating lease liabilities was primarily due to rent payments. The decrease in accrued expenses and other liabilities was primarily due to the timing and seasonality of payments for certain personnel costs and a reduction of the liability relating to the ESPP due to the purchase of shares in accordance with the plan.
For the six months ended June 30, 2025, cash provided by operating activities of $456 million resulted primarily from net income adjusted for noncash items of $470 million and a net decrease from our operating assets and liabilities of $14 million. The net decrease from our operating assets and liabilities was due to a $32 million decrease in operating lease liabilities, a $24 million decrease in accrued expenses and other liabilities, a $20 million decrease in accounts payable and
28
Table of Contents
an $18 million increase in prepaid expenses and other assets, partially offset by an $80 million decrease in accounts receivable. The decrease in operating lease liabilities was due primarily to rent payments. The decrease in accrued expenses and other liabilities was primarily due to tax payments against the prior year income tax liability and a reduction of the liability relating to the ESPP due to the purchase of shares in accordance with the plan, partially offset by the timing of payment for certain personnel costs. The decrease in accounts payable was due to the timing and seasonality of payments to suppliers for Supplier Components. The increase in prepaid expenses and other assets was primarily due to estimated tax payments, partially offset by the current tax provision and the timing of payment for employee engagement costs, including for travel and in-person events that occurred in the first quarter of 2025. The decrease in accounts receivable was due to the timing and seasonality of cash receipts from clients.
Investing Activities
Our primary investing activities consist of investing in short-term marketable securities, capital expenditures for property and equipment for the expansion of facilities to support our hosting capabilities as well as capital expenditures to develop our software in support of enhancing our platform and related offerings. Our capital expenditures and other investment activity may fluctuate based on liquidity needs and investment priorities, such as for hosting capabilities, platform development and repurchases of our Class A common stock in financing activities. Capital expenditures to support our hosting capabilities are also subject to rising prices for data center components, the timing, extent and duration of which cannot be predicted. From time to time, we may engage in sales of certain long-lived assets based upon business needs and market factors.
For the six months ended June 30, 2026, cash provided by investing activities of $165 million primarily resulted from $283 million of net maturities and sales of short-term investments and $16 million of proceeds from the sale of property and equipment, partially offset by $126 million to purchase property and equipment and $7 million of investments in capitalized software.
For the six months ended June 30, 2025, we used $346 million of cash in investing activities, consisting of $232 million of net purchases of short-term investments, $104 million to purchase property and equipment, $6 million of investments in capitalized software and $4 million for the acquisition of certain assets accounted for as a business combination.
Financing Activities
For the six months ended June 30, 2026, we used $246 million of cash in financing activities, consisting of $241 million of cash paid for repurchases of our Class A common stock and $21 million of taxes paid for restricted stock settlements, partially offset by $12 million of proceeds from our ESPP and $5 million of proceeds from stock option exercises.
For the six months ended June 30, 2025, we used $583 million of cash in financing activities, consisting of $647 million of cash paid for repurchases of our Class A common stock and $57 million of taxes paid for restricted stock settlements, partially offset by $74 million of proceeds from short-term borrowings, $32 million of proceeds from our ESPP and $14 million of proceeds from stock option exercises.
Off-Balance Sheet Arrangements
We do not have any relationships with other entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities that have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We did not have any off-balance sheet arrangements at June 30, 2026 other than the indemnification agreements described below.
Contractual Obligations
Our principal commitments consist of non-cancelable operating leases for our various office and hosting facilities and other contractual commitments consisting of obligations primarily for our hosting services, hardware providers, data-related service providers and providers of software as a service. In certain cases, the terms of the lease agreements provide for rental payments on a graduated basis.
29
Table of Contents
The following table summarizes our non-cancelable contractual obligations as of June 30, 2026 (in thousands):
Payments Due by Period
Remainder of 2026 2027 and Thereafter Total
Operating lease commitments $ 44,519 $ 717,712 $ 762,231
Other contractual commitments 53,418 123,475 176,893
Total $ 97,937 $ 841,187 $ 939,124
In the ordinary course of business, we enter into agreements in which we may agree to indemnify clients, suppliers, vendors, lessors, business partners, lenders, stockholders and other parties with respect to certain matters, including losses resulting from claims of intellectual property infringement, damages to property or persons, business losses or other liabilities. Generally, these indemnity and defense obligations relate to our own business operations, obligations and acts or omissions. However, under some circumstances, we agree to indemnify and defend contract counterparties against losses resulting from their own business operations, obligations and acts or omissions, or the business operations, obligations and acts or omissions of third parties. These indemnity provisions generally survive termination or expiration of the agreements in which they appear. In addition, we have entered into indemnification agreements with our directors, executive officers and other officers that will require us to indemnify them against liabilities that may arise by reason of their status or service as directors, officers or employees. In the ordinary course of business, demands have been made upon us to provide indemnification under such agreements, but we are not aware of any claims that could have a material effect on our condensed consolidated financial statements. Accordingly, no material amounts have been recorded at June 30, 2026.
Non-GAAP Financial Measures
In addition to our GAAP results, we consider certain non-GAAP financial measures, including Adjusted EBITDA as described below. Management believes that Adjusted EBITDA allows investors to evaluate the Company’s performance using one of the same key operating measures as used by management and securities analysts.
This Non-GAAP financial measure is supplemental to our GAAP measures, and this non-GAAP financial measure should not be considered in isolation of, as a replacement for or as superior to corresponding, similarly captioned, GAAP measures.
Adjusted EBITDA
We use Adjusted EBITDA to evaluate our financial performance, operational efficiency and profitability and for certain financial and operational decision-making purposes, including annual budgeting and evaluating the effectiveness of business strategies. We define Adjusted EBITDA as net income before depreciation and amortization expense; stock-based compensation expense; interest income, net; and provision for income taxes. Adjusted EBITDA is influenced primarily by fluctuations in our revenue and operating expenses, except for the income and expenses it excludes. Fluctuations impacting revenue and operating expenses are described above in “—Results of Operations”.
We believe Adjusted EBITDA helps identify underlying trends in our business that could be masked by the effect of the income and expenses that it excludes. Adjusted EBITDA is frequently used by investors and securities analysts to measure a company’s operating performance. However, Adjusted EBITDA should not be considered as an alternative to net income, income from operations or any other measure of financial performance calculated and presented in accordance with GAAP. Limitations of Adjusted EBITDA include, for example:
•Adjusted EBITDA does not reflect: (1) changes in, or cash requirements for, our working capital needs or contractual obligations, (2) the potentially dilutive impact of stock-based compensation, which will continue for the foreseeable future and represent recurring expense and a key part of our compensation strategy, (3) interest income earned from cash and cash equivalents and short-term investments or interest expense relating to our Amended Credit Facility or (4) tax payments that may represent a reduction in cash available to us;
•Although depreciation and amortization expense are non-cash expenses, the assets that are depreciated or amortized — such property and equipment and capitalized software development costs — may have to be
30
Table of Contents
replaced or expanded in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or expansions; and
•Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
The following table presents a reconciliation of net income, the most comparable GAAP measure, to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income $ 64,394 $ 90,129 $ 104,391 $ 140,807
Add back (deduct):
Depreciation and amortization expense 30,140 26,704 61,571 50,689
Stock-based compensation expense 109,556 128,885 218,602 257,138
Interest income, net (11,508) (18,035) (24,877) (38,167)
Provision for income taxes 48,697 43,072 87,658 68,163
Adjusted EBITDA $ 241,279 $ 270,755 $ 447,345 $ 478,630
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
We believe that the assumptions and estimates associated with the evaluation of revenue recognition criteria, including the determination of revenue recognition as net versus gross in our revenue arrangements such as whether supplier-provided components of value-added services and data should be recognized as reductions to revenue or expenses recorded in platform operations; stock-based compensation expense; and income taxes, including the realizability of deferred tax assets, have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. Refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, for a complete discussion of our critical accounting estimates. There have been no material changes to these critical accounting policies or estimates since our Annual Report on Form 10-K for the year ended December 31, 2025.
The realization of our deferred tax assets is dependent primarily on the generation of future taxable income. In considering the need for a valuation allowance, we consider our historical, as well as future, projected taxable income along with other objectively verifiable evidence, both positive and negative. Objectively verifiable evidence includes our realization of tax attributes, assessment of tax credits and utilization of net operating loss carryforwards during the year. This assessment requires significant judgment. In June 2026, the State of California enacted Senate Bill 122 that, among other changes, extended annual limitations on research and development credits, which may limit or delay the realizability of deferred tax assets related to research and development credits in California. Based on current estimates and our evaluation of positive and negative, objectively verifiable evidence to date, as of June 30, 2026, no valuation allowance has been recorded against deferred tax assets relating to California research and development credits. Actual results may differ from our estimates, and we will continue to evaluate the realizability of these deferred tax assets in future periods. Deferred tax assets related to California research and development credits, for tax return purposes, were approximately $37 million at June 30, 2026.
In addition to the critical accounting estimates described above, we also periodically evaluate other estimates including the estimated useful lives of our long-lived assets. As a result of an analysis we completed in the second quarter of 2026, we changed the estimated useful lives of certain of our data center computing and networking equipment to better reflect the estimated periods during which these assets will remain in service, as we expect longer refresh cycles for these assets. The estimated useful lives of certain computing and networking equipment that previously were 3 years were increased to 4 years. This change is accounted for prospectively effective April 1, 2026. For the full fiscal year 2026,
31
Table of Contents
beginning from April 1, 2026, we expect the change in useful lives to reduce depreciation expense in platform operations by approximately $14 million based on affected computing and networking equipment placed into service as of March 31, 2026. Refer to Note 2 - Basis of Presentation and Summary of Significant Accounting Policies - Use of Estimates - Change in Accounting Estimate for further information regarding this change.
Recently Issued Accounting Pronouncements
Refer to Note 2—Basis of Presentation and Summary of Significant Accounting Policies of our condensed consolidated financial statements.