AVPT

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part I, Item 2 of this Quarterly Report) (“MD&A”) summarizes (and is intended to help the reader understand) the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The MD&A should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report”) and our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report. Second Quarter 2026 Business Highlights ■ Total annual recurring revenue (“ARR”) increased 27% year-over-year to $465.1 million as of June 30, 2026; adjusted for FX, total ARR increased 24% year-over-year; ■ Total revenue increased 22% year-over-year to $124.5 million for the three months ended June 30, 2026, 21% on a constant currency basis; ■ SaaS revenue increased 27% year-over-year to $98.5 million for the three months ended June 30, 2026, 26% on a constant currency basis; ■ Released the third annual State of AI report, finding that organizations lack the trust layer required to scale AI safely, as governance gaps, deployment delays, and AI-generated data are compounding the challenge; and ■ Announced new advancements to the AvePoint Confidence Platform that extend the connected layer of governance, security, recovery, and backup controls that sits across an organization’s data to agentic AI, new enterprise applications, and new multicloud infrastructure. Overview AvePoint is a global provider of modern data protection, enabling organizations to secure, govern, and operationalize data at scale across major cloud ecosystems. Customers rely on the AvePoint Confidence Platform to reduce risk, improve operational efficiency, and accelerate digital transformation as they adopt cloud collaboration and artificial intelligence (“AI”)-driven advanced tools and workflows. As organizations embed AI into core business processes, data becomes both a strategic asset and a growing source of risk. AI can amplify the impact of poor data hygiene, including sensitive data exposure, compliance failures, and operational disruption. Enterprises increasingly require a modern data foundation where data is discoverable, classified, governed, protected, and recoverable by design. Our solutions are designed to address four pervasive and interconnected enterprise data challenges: ■ Legacy and fragmented data that limits visibility, governance, and AI readiness; ■ Overexposed data that increases security, privacy, and regulatory risk; ■ Digital sprawl that drives operational complexity and rising total cost of ownership; and ■ Data loss and interruption, which threaten business continuity and organizational resilience. By addressing these challenges through an integrated platform, we enable organizations to reduce risk, lower complexity, and accelerate time-to-value from their data. 30 Table of Contents Part I Item 2 Key Business Metric Our management reviews the following key business metric to measure our performance, identify trends affecting our business, formulate business plans, make strategic decisions, and effectively allocate resources. We believe that both management and investors benefit from referring to this metric to evaluate progress against our growth strategies and gain additional transparency into performance trends. June 30, 2026 2025 Total ARR ($ in mil) $ 465.1 $ 367.6 Annual Recurring Revenue We believe ARR further enables measurement of our business performance, is an important metric for financial forecasting, and better enables us to make strategic business decisions. We calculate ARR as the annualized sum of contractually obligated Annual Contract Value (“ACV”) from SaaS and term license and support sources from all active customers at the end of a reporting period. As of June 30, 2026 and June 30, 2025, total ARR was $465.1 million and $367.6 million, respectively, representing growth of 27% year over year, and 24% when adjusted for FX. Growth in ARR is driven by both new customer acquisitions and the expansion of existing customer relationships. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or replace these items. ARR is not a forecast of future revenue, and the active contracts used in calculating ARR may or may not be extended or renewed by our customers. 31 Table of Contents Part I Item 2 Components of Results of Operations Revenue We generate revenue from three primary sources: SaaS, term license and support, and services. We consider SaaS and term license and support revenues to be recurring. SaaS revenues are generated from our cloud-based solutions. Term license and support revenues are generated from the sales of on-premise or hybrid licenses, which include a distinct support component. Both SaaS and term license and support revenues are primarily billed annually. SaaS and term license and support are generally sold per user license or based upon the amount of data protected. SaaS revenue is recognized ratably over the term of the contract. For term license and support revenue, the license component is generally recognized upfront at the point in time when the software is made available to the customer to download and use, and the support component is recognized ratably over the term of the contract. Included in term license and support revenues are maintenance revenues tied to previously sold legacy perpetual licenses. Services revenue includes revenue generated from implementation, training, consulting, license customization and managed services. These revenues are recognized by applying a measure of progress, such as labor hours, to determine the percentage of completion of each contract. These offerings are not inherently recurring in nature and as such are subject to more period-to-period volatility than other elements of our business. Services revenue from managed services are recognized ratably or on a straight-line basis over the contract term. Cost of Revenue Cost of SaaS and cost of term license and support consists of all direct costs to deliver and support our SaaS and term license and support products, including salaries, benefits, stock-based compensation and related expenses, overhead, third-party hosting fees related to our cloud services, and depreciation and amortization. We recognize these expenses as they are incurred. We expect that these costs will increase in absolute dollars but may fluctuate as a percentage of SaaS and term license and support revenue from period to period. Cost of services consists of salaries, benefits, stock-based compensation and related expenses for our services organization, overhead, technology necessary to service our customers, and depreciation and amortization. We recognize these expenses as they are incurred. Gross Profit and Gross Margin Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of revenue. Gross profit has been and will continue to be affected by various factors, including the mix of our revenue, the costs associated with third-party cloud-based hosting services for our cloud-based subscriptions, and the extent to which we expand our customer support and services organizations. We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors but should increase in the long term as SaaS revenue continues to increase as a percentage of total revenue. Sales and Marketing Sales and marketing expenses consist primarily of personnel-related expenses for sales, marketing and customer success personnel, stock-based compensation expense, sales commissions, marketing programs, travel-related expenses, overhead costs, depreciation and amortization. We focus our sales and marketing efforts on creating sales leads and establishing and promoting our brand. Incremental sales commissions for new customer contracts are deferred and amortized ratably over the estimated period of our relationship with such customers. We plan to continue our investment in sales and marketing by hiring additional sales and marketing personnel, executing our go-to-market strategy globally, and building our brand awareness. 32 Table of Contents Part I Item 2 General and Administrative General and administrative expenses consist primarily of personnel-related expenses for finance, legal and compliance, human resources, and IT personnel, as well as stock-based compensation expense, external professional services, overhead costs, other administrative functions, depreciation and amortization. Research and Development Research and development expenses consist primarily of personnel-related expenses incurred for our engineering and product and design teams, as well as stock-based compensation expense, overhead costs, depreciation and amortization. We have a geographically dispersed research and development presence in the United States, China, Singapore and Vietnam. We believe this provides a strategic advantage, allowing us to invest efficiently in both new product development and increasing our existing product capabilities. We believe delivering expanding product functionality is critical to enhancing the success of existing customers while new product development further reinforces our breadth of software solutions. Other Income (Expense), net Other income (expense), net, consists primarily of realized gains/losses for securities, foreign currency remeasurement gains/losses, and fair value adjustments on earn-out and warrant liabilities. Income Taxes We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Tax laws, regulations, administrative practices, principles, and interpretations in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions. The foreign jurisdictions in which we operate have different statutory tax rates than those of the United States. Accordingly, our effective tax rate could be affected by the relative proportion of foreign to domestic income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, applicability of any valuation allowances, and changes in tax laws in jurisdictions in which we operate. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We evaluated the impact of the OBBBA in the current quarter and recorded the related income tax effects in the condensed consolidated financial statements. 33 Table of Contents Part I Item 2 Results of Operations The below period-to-period comparisons of operating results are not necessarily indicative of results for future periods. Comparison of Three Months Ended June 30, 2026 and June 30, 2025 Revenue The components of AvePoint’s revenue during the three months ended June 30, 2026 and 2025 were as follows: Three Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) Revenue: SaaS $ 98,511 $ 77,317 $ 21,194 27.4 % Term license and support 10,245 10,215 30 0.3 % Services 15,739 14,486 1,253 8.6 % Total revenue $ 124,495 $ 102,018 $ 22,477 22.0 % Total revenue increased 22.0% to $124.5 million for the three months ended June 30, 2026, primarily due to an increase in SaaS revenue, which increased 27.4% to $98.5 million and was driven by strong customer demand for our SaaS solutions. SaaS represented 79% of total revenue, up from 76% of total revenue in the prior year. The growth in total revenue was also due to an increase in services revenue, which grew 8.6% to $15.7 million. Services revenue is expected to fluctuate as the services generally are not recurring in nature. Revenue by geographic region for the three months ended June 30, 2026 and 2025 was as follows: Three Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) North America $ 48,711 $ 39,571 $ 9,140 23.1 % EMEA 40,299 31,822 8,477 26.6 % APAC 35,485 30,625 4,860 15.9 % Total $ 124,495 $ 102,018 $ 22,477 22.0 % For the three months ended June 30, 2026, North America revenue increased 23.1% to $48.7 million, primarily driven by a 26.9%, or $8.7 million, increase in SaaS revenue. EMEA revenues increased 26.6% to $40.3 million, driven by a 28.2%, or $8.2 million, increase in SaaS revenue. APAC revenues increased 15.9% to $35.5 million, primarily driven by a 27.0%, or $4.3 million, increase in SaaS revenue, as well as a 6.3% or $0.8 million increase in services revenue. On a constant currency basis, EMEA revenues increased 24.2%, while EMEA SaaS revenues increased 25.6%. On a constant currency basis, APAC revenues increased 15.8%, while APAC SaaS revenues increased 27.3%. 34 Table of Contents Part I Item 2 Non-GAAP Financial Measures In addition to our financial results determined in accordance with GAAP, we disclose non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, non-GAAP operating income and non-GAAP operating margin. We believe these non-GAAP measures aid investors by providing additional insight into our operational performance and into trends affecting our business. Management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance. Non-GAAP operating income and non-GAAP operating margin should not be considered as an alternative to operating income, operating margin or any other performance measures derived in accordance with GAAP as measures of performance. Non-GAAP operating income and non-GAAP operating margin should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Cost of Revenue, Gross Profit, and Gross Margin Cost of revenue, gross profit, and gross margin during the three months ended June 30, 2026 and 2025 were as follows: Three Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) Cost of revenue: SaaS $ 17,760 $ 14,023 $ 3,737 26.6 % Term license and support 388 536 (148 ) (27.6 )% Services 15,341 11,920 3,421 28.7 % Total cost of revenue $ 33,489 $ 26,479 $ 7,010 26.5 % Gross profit 91,006 75,539 15,467 20.5 % Gross margin 73.1 % 74.0 % — — GAAP cost of revenue $ 33,489 $ 26,479 $ 7,010 26.5 % Stock-based compensation expense (380 ) (399 ) 19 (4.8 )% Amortization of acquired intangible assets (342 ) (399 ) 57 (14.3 )% Non-GAAP cost of revenue $ 32,767 $ 25,681 $ 7,086 27.6 % Non-GAAP gross profit 91,728 76,337 15,391 20.2 % Non-GAAP gross margin 73.7 % 74.8 % — — Cost of revenue increased 26.5% to $33.5 million for the three months ended June 30, 2026, primarily driven by a $3.5 million increase from higher aggregate hosting costs resulting from increased SaaS revenue and a $2.7 million increase in personnel costs. 35 Table of Contents Part I Item 2 Operating Expenses Sales and Marketing Sales and marketing expenses during the three months ended June 30, 2026 and 2025 were as follows: Three Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) Sales and marketing $ 45,542 $ 35,773 $ 9,769 27.3 % Percentage of revenue 36.6 % 35.1 % — — GAAP sales and marketing $ 45,542 $ 35,773 $ 9,769 27.3 % Stock-based compensation expense (3,152 ) (2,842 ) (310 ) 10.9 % Amortization of acquired intangible assets (137 ) (147 ) 10 (6.8 )% Non-GAAP sales and marketing $ 42,253 $ 32,784 $ 9,469 28.9 % Non-GAAP percentage of revenue 33.9 % 32.1 % — — Sales and marketing expenses increased 27.3% to $45.5 million for the three months ended June 30, 2026, primarily driven by a $7.0 million increase in personnel costs and a $1.3 million increase in marketing spend. General and Administrative General and administrative expenses during the three months ended June 30, 2026 and 2025 were as follows: Three Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) General and administrative $ 18,677 $ 19,712 $ (1,035 ) (5.3 )% Percentage of revenue 15.0 % 19.3 % — — GAAP general and administrative $ 18,677 $ 19,712 $ (1,035 ) (5.3 )% Stock-based compensation expense (4,276 ) (5,580 ) 1,304 (23.4 )% Non-GAAP general and administrative $ 14,401 $ 14,132 $ 269 1.9 % Non-GAAP percentage of revenue 11.6 % 13.9 % — — General and administrative expenses decreased 5.3% to $18.7 million for the three months ended June 30, 2026, primarily driven by a $1.3 million decrease in stock-based compensation expense. 36 Table of Contents Part I Item 2 Research and Development Research and development expenses during the three months ended June 30, 2026 and 2025 were as follows: Three Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) Research and development $ 16,563 $ 12,960 $ 3,603 27.8 % Percentage of revenue 13.3 % 12.7 % — — GAAP research and development $ 16,563 $ 12,960 $ 3,603 27.8 % Stock-based compensation expense (1,764 ) (2,322 ) 558 (24.0 )% Non-GAAP research and development $ 14,799 $ 10,638 $ 4,161 39.1 % Non-GAAP percentage of revenue 11.9 % 10.4 % — — Research and development expenses increased 27.8% to $16.6 million for the three months ended June 30, 2026, primarily driven by a $2.6 million increase in personnel costs and a $0.5 million increase in training and professional development. Income Tax Provision Income tax (benefit) expense during the three months ended June 30, 2026 and 2025 was as follows: Three Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) Income tax (benefit) expense $ (15,559 ) $ 3,961 $ (19,520 ) (492.8 )% Our income tax benefit for the three months ended June 30, 2026 was $15.6 million, compared to a tax expense of $4.0 million for the three months ended June 30, 2025. The effective tax rate was (129.5)% for the three months ended June 30, 2026, compared to 57.8% for the three months ended June 30, 2025. The change in effective tax rates was primarily due to the mix of pre-tax income results by jurisdictions taxed at different rates, partial release of U.S. valuation allowance, foreign inclusions and stock-based compensation. Based on an assessment of all available positive and negative evidence, including our historical levels of income, expectations of future taxable income, future reversals of existing taxable temporary differences, and ongoing tax-planning strategies, management concluded that it was more likely than not that these deferred tax assets would be realized. During the three months ended June 30, 2026, the Company recorded an income tax benefit of $15.6 million, primarily attributable to a $19.9 million release of the valuation allowance on certain deferred tax assets, partially offset by tax expense associated with stock-based compensation activity and other discrete items. The Company continues to maintain valuation allowances against certain deferred tax assets in U.S. state and foreign jurisdictions. 37 Part I Item 2 Comparison of Six Months Ended June 30, 2026 and June 30, 2025 Revenue The components of our revenue during the six months ended June 30, 2026 and 2025 were as follows: Six Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) Revenue: SaaS $ 191,893 $ 146,259 $ 45,634 31.2 % Term license and support 19,564 23,400 (3,836 ) (16.4 )% Services 30,280 25,423 4,857 19.1 % Total revenue $ 241,737 $ 195,082 $ 46,655 23.9 % Total revenue increased 23.9% to $241.7 million for the six months ended June 30, 2026, primarily due to an increase in SaaS revenue, which increased 31.2% to $191.9 million, and represented 79% of total revenue, up from 75% of total revenue in the prior year. The increase in SaaS revenue, which was driven by strong customer demand for our SaaS solutions, was partially offset by an expected decrease in term license and support revenues. The growth in total revenue was also due to an increase in services revenue, which grew 19.1% to $30.3 million. Services revenue is expected to fluctuate as the services generally are not recurring in nature. Revenue by geographic region for the six months ended June 30, 2026 and 2025 was as follows: Six Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) North America $ 92,876 $ 76,023 $ 16,853 22.2 % EMEA 78,745 61,306 17,439 28.4 % APAC 70,116 57,753 12,363 21.4 % Total $ 241,737 $ 195,082 $ 46,655 23.9 % For the six months ended June 30, 2026, North America revenue increased 22.2% to $92.9 million, driven by a 29.2%, or $18.2 million, increase in SaaS revenue, partially offset by a $1.4 million decrease in term license and support revenues. EMEA revenues increased 28.4% to $78.7 million, primarily driven by a 33.3%, or $18.0 million increase in SaaS revenue. APAC revenues increased 21.4% to $70.1 million, primarily driven by a 31.7%, or $9.4 million, increase in SaaS revenue and a 23.2% or $4.9 million increase in services revenue, partially offset by a $1.9 million decrease in term license and support revenues. On a constant currency basis, EMEA revenues increased 21.3%, while EMEA SaaS revenues increased 25.8%. On a constant currency basis, APAC revenues increased 18.9%, while APAC SaaS revenues increased 29.3%. 38 Table of Contents Part I Item 2 Non-GAAP Financial Measures In addition to our financial results determined in accordance with GAAP, we disclose non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, non-GAAP operating income and non-GAAP operating margin. We believe these non-GAAP measures aid investors by providing additional insight into our operational performance and into trends affecting our business. Management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance. Non-GAAP operating income and non-GAAP operating margin should not be considered as an alternative to operating income, operating margin or any other performance measures derived in accordance with GAAP as measures of performance. Non-GAAP operating income and non-GAAP operating margin should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Cost of Revenue, Gross Profit, and Gross Margin Cost of revenue, gross profit, and gross margin during the six months ended June 30, 2026 and 2025 were as follows: Six Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) Cost of revenue: SaaS $ 34,522 $ 26,560 $ 7,962 30.0 % Term license and support 669 1,100 (431 ) (39.2 )% Services 30,171 22,718 7,453 32.8 % Total cost of revenue $ 65,362 $ 50,378 $ 14,984 29.7 % Gross profit 176,375 144,704 31,671 21.9 % Gross margin 73.0 % 74.2 % — — GAAP cost of revenue $ 65,362 $ 50,378 $ 14,984 29.7 % Stock-based compensation expense (717 ) (741 ) 24 (3.2 )% Amortization of acquired intangible assets (687 ) (732 ) 45 (6.1 )% Non-GAAP cost of revenue $ 63,958 $ 48,905 $ 15,053 30.8 % Non-GAAP gross profit 177,779 146,177 31,602 21.6 % Non-GAAP gross margin 73.5 % 74.9 % — — Cost of revenue increased 29.7% to $65.4 million for the six months ended June 30, 2026, primarily driven by a $7.3 million increase from higher aggregate hosting costs resulting from increased SaaS revenue and a $6.2 million increase in personnel costs. 39 Table of Contents Part I Item 2 Operating Expenses Sales and Marketing Sales and marketing expenses during the six months ended June 30, 2026 and 2025 were as follows: Six Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) Sales and marketing $ 87,552 $ 70,295 $ 17,257 24.5 % Percentage of revenue 36.2 % 36.0 % — — GAAP sales and marketing $ 87,552 $ 70,295 $ 17,257 24.5 % Stock-based compensation expense (5,467 ) (5,168 ) (299 ) 5.8 % Amortization of acquired intangible assets (274 ) (280 ) 6 (2.1 )% Non-GAAP sales and marketing $ 81,811 $ 64,847 $ 16,964 26.2 % Non-GAAP percentage of revenue 33.8 % 33.2 % — — Sales and marketing expenses increased 24.5% to $87.6 million for the six months ended June 30, 2026, primarily driven by a $13.3 million increase in personnel costs and a $1.1 million increase in marketing spend. General and Administrative General and administrative expenses during the six months ended June 30, 2026 and 2025 were as follows: Six Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) General and administrative $ 35,549 $ 38,379 $ (2,830 ) (7.4 )% Percentage of revenue 14.7 % 19.7 % — — GAAP general and administrative $ 35,549 $ 38,379 $ (2,830 ) (7.4 )% Stock-based compensation expense (7,281 ) (10,334 ) 3,053 (29.5 )% Non-GAAP general and administrative $ 28,268 $ 28,045 $ 223 0.8 % Non-GAAP percentage of revenue 11.7 % 14.4 % — — General and administrative expenses decreased 7.4% to $35.5 million for the six months ended June 30, 2026, primarily driven by a $3.1 million decrease in stock-based compensation expense. 40 Table of Contents Part I Item 2 Research and Development Research and development expenses during the six months ended June 30, 2026 and 2025 were as follows: Six Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) Research and development $ 30,323 $ 25,649 $ 4,674 18.2 % Percentage of revenue 12.5 % 13.1 % — — GAAP research and development $ 30,323 $ 25,649 $ 4,674 18.2 % Stock-based compensation expense (3,377 ) (4,520 ) 1,143 (25.3 )% Non-GAAP research and development $ 26,946 $ 21,129 $ 5,817 27.5 % Non-GAAP percentage of revenue 11.1 % 10.8 % — — Research and development expenses increased 18.2% to $30.3 million for the six months ended June 30, 2026 , primarily driven by a $2.9 million increase in personnel costs, a $0.6 million increase in software maintenance expense, and a $0.6 million increase in training and professional development. Income Tax Provision Income tax (benefit) expense during the six months ended June 30, 2026 and 2025 was as follows: Six Months Ended June 30, Change 2026 2025 Amount % (in thousands, except percentages) Income tax (benefit) expense $ (14,272 ) $ 5,268 $ (19,540 ) (370.9 )% AvePoint’s income tax benefit for the six months ended June 30, 2026 was $14.3 million, compared to a tax expense of $5.3 million for the six months ended June 30, 2025. The effective tax rate was (50.0)% for the six months ended June 30, 2026, compared to 44.9% for the six months ended June 30, 2025. The change in effective tax rates was primarily due to the mix of pre-tax income results by jurisdictions taxed at different rates, certain jurisdictions with separate tax expense calculated, foreign inclusions and stock-based compensation. Based on an assessment of all available positive and negative evidence, including our historical levels of income, expectations of future taxable income, future reversals of existing taxable temporary differences, and ongoing tax-planning strategies, management concluded that it was more likely than not that these deferred tax assets would be realized. During the six months ended June 30, 2026, the Company recorded an income tax benefit of $14.3 million, primarily attributable to a $19.9 million release of the valuation allowance on certain deferred tax assets, partially offset by tax expense associated with stock-based compensation activity and other discrete items. The Company continues to maintain valuation allowances against certain deferred tax assets in U.S. state and foreign jurisdictions. 41 Part I Item 2 Non-GAAP Operating Income and Non-GAAP Operating Margin The following table presents a reconciliation of non-GAAP operating income from the most comparable GAAP measure, operating income, for the periods presented: Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 (in thousands, except percentages) GAAP operating income $ 10,224 $ 7,094 $ 22,951 $ 10,381 GAAP operating margin 8.2 % 7.0 % 9.5 % 5.3 % Add: Stock-based compensation 9,572 11,143 16,842 20,763 Amortization of acquired intangible assets 479 546 961 1,012 Non-GAAP operating income $ 20,275 $ 18,783 $ 40,754 $ 32,156 Non-GAAP operating margin 16.3 % 18.4 % 16.9 % 16.5 % Non-GAAP operating income and non-GAAP operating margin are non-GAAP financial measures that our management uses to assess our overall performance. We define non-GAAP operating income as GAAP operating income plus stock-based compensation and the amortization of acquired intangible assets and expenses related to the secondary listing on the SGX-ST and the discontinuation of our participation in the Fund. We define non-GAAP operating margin as non-GAAP operating income divided by revenue. We believe non-GAAP operating income and non-GAAP operating margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as these metrics eliminate the effects of stock-based compensation, and of acquired intangible assets, which are unrelated to current operations and are neither comparable to the prior period nor predictive of future results. The elimination of the effect of variability caused by stock-based compensation expense and the amortization of acquired intangible assets, both of which are non-cash expenses, provides a better representation as to our overall operating performance. We use non-GAAP financial measures (a) to evaluate our historical and prospective financial performance and trends as well as our performance relative to our peers, (b) to set and approve spending budgets, (c) to allocate resources, (d) to measure operational profitability and the accuracy of forecasting, and (e) to assess financial discipline over operational expenditures. GAAP operating margin for the three months ended June 30, 2026 and 2025 was 8.2% and 7.0%, respectively. Non-GAAP operating margin for the three months ended June 30, 2026 and 2025 was 16.3% and 18.4%, respectively. The year-over-year decrease in non-GAAP operating margin was primarily attributable to our plan to increase investments across the business in 2026. GAAP operating margin for the six months ended June 30, 2026 and 2025 was 9.5% and 5.3%, respectively. Non-GAAP operating margin for the six months ended June 30, 2026 and 2025 was 16.9% and 16.5%, respectively. Liquidity and Capital Resources As of June 30, 2026, we had $417.3 million in cash and cash equivalents and no outstanding debt. Our short-term liquidity needs primarily include working capital for sales and marketing, research and development, and continued innovation. We have letters of credit issued in the amount of $1.2 million as security for operating leases, and $5.4 million as security for customer contingency agreements. Our long-term capital requirements will depend on many factors, including our growth rate, levels of revenue, the expansion of sales and marketing activities, market acceptance of our platform, the results of business initiatives, and the timing of new product introductions. See “Note 10 – Commitments and Contingencies” in Part I, Item 1 “Financial Statements” of this Quarterly Report for more information regarding the purchase commitments. 42 Table of Contents Part I Item 2 We also maintain a loan and security agreement (the “Loan Agreement”), dated November 3, 2023, with HSBC Bank USA, National Association, (“HSBC”), as lender, for a revolving line of credit of up to $30.0 million with an accordion feature that provides up to $20.0 million of additional borrowing capacity we may draw upon at our request. The line bears interest at a rate equal to term SOFR plus 3.0% to 3.3% depending on the Consolidated Total Leverage Ratio (as defined in the Loan Agreement). The line carries an unused fee equal to 0.5%. The line will mature on November 3, 2026. We are required to maintain a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Loan Agreement) as well as a maximum Consolidated Total Leverage Ratio, tested by HSBC each quarter. Pursuant to the Loan Agreement, we pledged, assigned and granted HSBC a security interest in all shares of our subsidiaries, future proceeds, and assets as security for our obligations under the Loan Agreement. As of June 30, 2026, we are compliant with all covenants and had no borrowings outstanding under the Loan Agreement. We believe that our existing cash and cash equivalents and our cash flows from operating activities will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months. We also maintain available borrowing capacity under our Loan Agreement through its expiration date to provide additional liquidity. In the future, we may attempt to raise additional capital through equity or debt financing. The sale of additional equity would be dilutive to our stockholders. Additional debt financing could result in increased debt service obligations and more restrictive financial and operational covenants. Cash Flows The following table sets forth a summary of AvePoint’s cash flows for the periods indicated. Six Months Ended June 30, 2026 2025 (in thousands) Net cash provided by operating activities $ 40,202 $ 20,765 Net cash used in investing activities (3,432 ) (18,184 ) Net cash (used in) provided by financing activities (99,686 ) 134,646 Operating Activities Net cash provided by operating activities for the six months ended June 30, 2026 was $40.2 million, reflecting AvePoint’s net income of $42.8 million, adjusted for non-cash items of $5.3 million and net cash outflows of $7.9 million from changes in operating assets and liabilities. The primary drivers of non-cash items were stock-based compensation and was partially offset by foreign currency remeasurement gains. The drivers of changes in operating assets and liabilities are seasonal in nature. These drivers are related to a decrease in accounts receivable due primarily to the timing of customer invoices and an increase in deferred revenue, offset by an increase in prepaid expenses and other current assets primarily related to prepaid software maintenance and subscription, a decrease in accrued expenses primarily due to accrued bonuses, commissions and payroll taxes. Net cash provided by operating activities for the six months ended June 30, 2025 was $20.8 million, reflecting AvePoint’s net income of $6.5 million, adjusted for non-cash items of $32.8 million and net cash outflows of $18.5 million from changes in operating assets and liabilities. The primary driver of non-cash items was stock-based compensation which reflects ongoing compensation and foreign currency remeasurement losses. The drivers of changes in operating assets and liabilities are seasonal in nature. These drivers are related to a decrease in accounts receivable due primarily to the timing of customer invoices and a decrease in prepaid expenses and other current assets primarily related to prepaid rent, an increase in deferred revenue, offset by a decrease in accrued expenses primarily due to accrued bonuses, commissions and payroll taxes. Investing Activities Net cash used in investing activities for the six months ended June 30, 2026 was $3.4 million. It primarily consisted of $2.5 million of purchases of property and equipment, and $1.0 million from the capitalization of internal use software. Net cash used in investing activities for the six months ended June 30, 2025 was $18.2 million. It primarily consisted of $14.9 million cash paid in business acquisitions, $2.5 million of purchases of property and equipment, and $0.8 million from the capitalization of internal use software. 43 Table of Contents Part I Item 2 Financing Activities Net cash used in financing activities for the six months ended June 30, 2026 was $99.7 million, primarily consisting of $110.3 million in repurchases of common stock under the previously announced Share Repurchase Program that authorizes us to repurchase up to $150 million of our common shares (the “Share Repurchase Program”), partially offset by $12.5 million of proceeds from the exercise of stock options. Net cash provided by financing activities for the six months ended June 30, 2025 was $134.6 million, primarily consisting of $157.7 million of proceeds from the exercises of warrants and $8.0 million of proceeds from the exercise of stock options, partially offset by $19.0 million in repurchases of common stock under the Share Repurchase Program and $12.1 million in the repurchase of the noncontrolling interest in MaivenPoint Pte. Ltd. Indebtedness Credit Facility We maintain a line of credit under the Loan Agreement with HSBC, as lender. See “Note 7 - Line of Credit” in Part I, Item 1 “Financial Statements” of this Quarterly Report for more information. The Loan Agreement provides for a revolving line of credit of up to $30.0 million and an additional $20.0 million accordion feature for additional capital we may draw upon at our request. Borrowings under the line currently bear interest at a rate equal to term SOFR plus 3.0% to 3.3% depending on the Consolidated Total Leverage Ratio (as defined in the Loan Agreement). The line carries an unused fee at a rate equal to 0.5%. Any proceeds of borrowings under the Loan Agreement will be used for general corporate purposes. On a consolidated basis with our subsidiaries, we are required to maintain a minimum Consolidated Fixed Charge Coverage Ratio as well as a maximum Consolidated Total Leverage Ratio, tested by HSBC each quarter. Pursuant to the Loan Agreement, we pledged, assigned, and granted HSBC a security interest in all shares of our subsidiaries, future proceeds, and certain assets as security for our obligations under the Loan Agreement. Our line of credit under the Loan Agreement will mature on November 3, 2026. To date, we are in compliance with all covenants under the Loan Agreement. We have not at any time borrowed under the Loan Agreement. The description of the Loan Agreement is qualified in its entirety by the full text of the form of such agreement, a copy of which is referenced as an exhibit to our Annual Report. Leasing Activities We are obligated under various non-cancelable operating leases for office space. The initial terms of the leases expire on various dates through 2032. As of June 30, 2026, the commitments related to these operating leases is $29.2 million, of which $11.7 million is due in the next twelve months. Operating Segment Information We operate in one segment. Our products and services are sold throughout the world, through direct and indirect sales channels. Our chief operating decision maker (the “CODM”) is our Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a global basis. The CODM does not receive discrete financial information about asset allocation or profitability by product or geography. See the section titled “Notes to Condensed Consolidated Financial Statements” (Part I, Item 1 of this Quarterly Report) under the sub-heading “Note 16 – Segment Information” for more information. 44 Table of Contents Part I Item 2 Critical Accounting Policies and Estimates Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on the reported revenue generated and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that our management believes are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. While our significant accounting policies are described in more detail in the section titled “Notes to Condensed Consolidated Financial Statements” (Part I, Item 1 of this Quarterly Report), we believe the following critical accounting policies and estimates are most important to understanding and evaluating our reported financial results. Revenue Recognition We derive revenue from three primary sources: SaaS, term license and support, and services. Many of our contracts with customers include multiple performance obligations. Judgement is required in determining whether each performance obligation is distinct. Our products and services generally do not require a significant amount of integration or interdependency; therefore, our products and services are generally not combined. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation within each contract. We use judgment in determining the SSP for products and services. For substantially all performance obligations except term licenses, we are able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Term licenses are sold only as a bundled arrangement that includes the rights to a term license and support. In determining the SSP of license and support in a term license arrangement, we utilize observable inputs and consider the value relationship between support and term license when compared to the value relationship between support and perpetual licenses, the average economic life of our products, and software renewals rates. Using a combination of the relative fair value method, or the residual value method the SSP of the performance obligations in an arrangement is allocated to each performance obligation within a sales arrangement. 45 Table of Contents Part I Item 2 Economic Conditions, Challenges, and Risks The markets for software and cloud-based services are dynamic and highly competitive. Our competitors are developing new software while also deploying competing cloud-based services for consumers and businesses. Customer preferences evolve rapidly, and choices in hardware, products, and devices can and do influence how users access services in the cloud, and in some cases, the user’s choice of which suite of cloud-based services to use. We must continue to evolve and adapt to keep pace with this changing environment. The investments we are making in infrastructure, research and development, marketing, and geographic expansion will continue to increase our operating costs and may decrease our operating margins. Our success is highly dependent on our ability to attract and retain qualified employees. We hire a mix of university and industry talent worldwide. We compete for talented individuals globally by offering an exceptional working environment, broad customer reach, scale in resources, the ability to grow one’s career across many different products and businesses, and competitive compensation and benefits. Additionally, the demand for our software and services is correlated to global macroeconomic and geopolitical factors, which remain dynamic and where the outcomes and consequences are not possible to predict, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. These in turn could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations. Our international operations provide a significant portion of our total revenues and expenses. Many of these revenues and expenses are denominated in currencies other than the U.S. dollar. As a result, changes in foreign exchange rates may significantly affect revenue and expenses. Refer to the section titled “Risk Factors” (Part I, Item 1A of our Annual Report) for a discussion of these factors and other risks. Seasonality Our quarterly revenue fluctuates and does not necessarily grow sequentially when measuring any one fiscal quarter’s revenue against another. Historically, our first quarter has been our lowest revenue quarter and the fourth quarter has been our highest revenue quarter, however those results are not necessarily indicative of future quarterly revenue or full year results. Additionally, the timing of new product and service introductions can significantly impact revenue. Lastly, the mix of revenues in any given quarter can cause fluctuations in our reported results, due to differing revenue recognition principles. Recently Issued and Adopted Accounting Pronouncements For information about recent accounting pronouncements, see “Note 2 - Summary of Significant Accounting Policies” in Part I, Item 1 “Financial Statements” of this Quarterly Report. 46 Table of Contents Part I Item 3