You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and the related notes included in Item 1 “Financial Statements” in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the sections titled “Risk Factors” and “Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. OVERVIEW Our Mission is to actively connect people to their next great opportunity. ZipRecruiter is a two-sided marketplace for work. We generate substantially all of our revenue from fees paid by employers to post jobs and access other features in our marketplace. We offer our employers flat rate pricing on terms typically ranging from a day to a year, or performance-based pricing, such as cost-per-click, to align with each employer’s hiring needs. ZipRecruiter is free to use for job seekers. Job seekers come to ZipRecruiter in search of their next opportunity. After establishing a profile, job seekers are able to apply to jobs with a single click. Our artificial intelligence-powered platform curates jobs and helps job seekers discover new opportunities and stand out to employers. As our matching technology learns more about job seekers’ preferences and attributes, our technology offers increasingly higher quality matches between job seekers and employers. We plan to continue to invest aggressively in our marketplace to improve functionality and drive growth for the foreseeable future. We have made significant investments in our business to expand our employer and job seeker footprints, increase their engagement and enhance our datasets and machine learning. For the three months ended June 30, 2026, our revenue was $118.1 million and we generated net income of $43.4 million and Adjusted EBITDA of $14.6 million. For the three months ended June 30, 2025, our revenue was $112.2 million, and we had a net loss of $9.5 million and Adjusted EBITDA of $9.3 million. For the six months ended June 30, 2026, our revenue was $225.6 million and we generated net income of $38.7 million and Adjusted EBITDA of $24.3 million. For the six months ended June 30, 2025, our revenue was $222.3 million, and we had a net loss of $22.3 million and Adjusted EBITDA of $15.3 million. Adjusted EBITDA is a financial measure not presented in accordance with GAAP. For a definition of Adjusted EBITDA, an explanation of our management’s use of this measure and a reconciliation of net income (loss) to Adjusted EBITDA, see the section titled “Key Operating Metrics and Non-GAAP Financial Measures.” 25 Table of Contents KEY OPERATING METRICS AND NON-GAAP FINANCIAL MEASURES In addition to the measures presented in our consolidated financial statements, we use the following key operating metrics and non-GAAP financial measures to identify trends affecting our business, formulate business plans, and make strategic decisions: March 31,2025 June 30,2025 September 30,2025 December 31,2025 March 31,2026 June 30,2026 Quarterly Paid Employers 63,466 66,302 66,959 59,104 63,329 70,721 Revenue per Paid Employer $ 1,734 $ 1,693 $ 1,717 $ 1,889 $ 1,698 $ 1,669 Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands, except percentages) Adjusted EBITDA $ 14,556 $ 9,343 $ 24,256 $ 15,277 Adjusted EBITDA margin 12 % 8 % 11 % 7 % Quarterly Paid Employers We quantify the revenue-generating customer base as the number of Paid Employers in our marketplace. The Quarterly Paid Employer metric includes all actively recruiting employers (or entities acting on behalf of employers) on a paying subscription plan or performance marketing campaign for at least one day in a given quarter. Paid Employers excludes employers from our third-party sites or other indirect channels, employers who are not actively recruiting and employers on free trials. This group of employers excluded from our Paid Employer count does not contribute a significant amount of revenue. In the quarter ended June 30, 2026, Quarterly Paid Employers increased 12% when compared to the quarter ended March 31, 2026. We saw strong growth in both new and returning customers as our products continue to improve. Revenue per Paid Employer We evaluate Revenue per Paid Employer as a key indicator of our efforts to increase value provided to employers in our marketplace. We define Revenue per Paid Employer as total company revenue in a given period divided by Quarterly Paid Employers in the same period. In the quarter ended June 30, 2026, Revenue per Paid Employer decreased when compared to the quarter ended March 31, 2026. We experienced an influx of new and returning Paid Employers, some of which only contributed revenue for a portion of the quarter, driving down Revenue per Paid Employer in the quarter ended June 30, 2026. 26 Table of Contents Adjusted EBITDA and Adjusted EBITDA Margin We define Adjusted EBITDA as our net income (loss) before interest expense, gain on debt extinguishment, other income (expense), net, income tax expense (benefit), and depreciation and amortization, adjusted to eliminate stock-based compensation expense. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period. We believe Adjusted EBITDA and Adjusted EBITDA margin are helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance. Adjusted EBITDA is not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. Our Adjusted EBITDA and Adjusted EBITDA margin fluctuate from quarter to quarter depending on a variety of factors including, but not limited to, our investments in research and development, sales and marketing, headcount and our ability to generate revenue. 27 Table of Contents The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for each of the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Net income (loss) $ 43,425 $ (9,506) $ 38,687 $ (22,337) Stock-based compensation 7,368 12,612 15,738 27,239 Depreciation and amortization 3,050 3,393 5,928 6,369 Interest expense 6,686 7,401 14,132 14,793 Gain on debt extinguishment (59,262) — (59,262) — Other (income) expense, net (3,144) (4,953) (6,564) (10,308) Income tax expense (benefit) 16,433 396 15,597 (479) Adjusted EBITDA $ 14,556 $ 9,343 $ 24,256 $ 15,277 The following tables present net income (loss) margin and Adjusted EBITDA margin for each of the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands, except percentages) Revenue $ 118,061 $ 112,232 $ 225,608 $ 222,297 Net income (loss) 43,425 (9,506) 38,687 (22,337) Net income (loss) margin 37 % (8) % 17 % (10) % Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands, except percentages) Revenue $ 118,061 $ 112,232 $ 225,608 $ 222,297 Adjusted EBITDA 14,556 9,343 24,256 15,277 Adjusted EBITDA margin 12 % 8 % 11 % 7 % Impact of Macroeconomic Conditions The labor market remains subdued, with lower hiring demand from employers, at least in part due to effects of a variety of global business and macroeconomic factors, including inflationary pressures, elevated borrowing costs, cybersecurity incidents, changes in laws, regulations and administrative policy, including those that impact trade agreements and tariffs, and the impacts of the wars in Ukraine and the Middle East. Despite the continued uncertainty in the labor market, we had a higher number of Quarterly Paid Employers in our marketplace during the quarter ended June 30, 2026 compared to the quarter ended June 30, 2025. Additionally, in the three and six months ended June 30, 2026, we delivered $118.1 million and $225.6 million in revenue, respectively, a 5% and 1% increase compared to the three and six months ended June 30, 2025, respectively. 28 Table of Contents Components of Our Results of Operations Revenue We generate revenue primarily from fees paid by employers to post and distribute jobs in our marketplace, as well as multiple sites managed by Job Distribution Partners, which are third-party sites who have a relationship with us and advertise from our marketplace, and includes job boards, search engines, social networks, talent communities and resume services. Our subscription revenue consists of time-based job posting plans, upsells which complement or expand visibility and prominence to job posting plans, and resume database plans. We offer job posting plans with terms typically ranging from a day to a year on a flat rate subscription basis to access our marketplace, where customers may create and manage job postings and review incoming candidate applications. We recognize revenue ratably over the subscription period beginning on the date the subscription service is made available to the customer. Our nonrefundable subscriptions are typically subject to renewal at the end of the subscription term. Our upsell services complement or expand visibility to job posting plans and are typically sold on a subscription basis. Upsell services revenue is recognized ratably over the term of the agreement beginning on the date the upsell services are made available to the customer. Additionally, upsell services include job posting enhancements which are applied to individual job postings. Such services enhance job postings by providing customers with a temporary boost in the prominence of their job postings, expanding visibility to job postings by inviting highly qualified potential candidates to apply to the job, or highlighting key attributes of job postings to make them stand out to job seekers. Revenue from job posting enhancements is recognized as the customer uses the enhancements on its job postings. Resume database plans allow our customers to search and view resumes and revenue is recognized ratably over the subscription period. Performance-based revenue is recognized when a candidate clicks on a job distributed by ZipRecruiter on behalf of a customer. For performance-based revenue, our customers pay an amount per click usually capped at a contractual maximum per job recruitment campaign. For a description of our revenue accounting policies, see Note 2 – Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or the 2025 Form 10-K. Cost of Revenue and Gross Profit Cost of Revenue Cost of revenue consists of third-party hosting fees, credit card processing fees, personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for customer support employees, partner revenue share amounts, job distribution costs from performance-based revenue, and amortization of capitalized software costs associated with our marketplace technology to provide services for our customers. In addition, we allocate a portion of overhead costs, such as rent, IT costs, supplies, and depreciation and amortization, to cost of revenue based on headcount. We expect cost of revenue to increase or decrease in absolute dollars in direct correlation to revenue in future periods due to payment processing fees, third-party hosting fees, personnel-related costs to support additional transaction volume, and amortization expense associated with our capitalized internal-use software and development cost. We expect our cost of revenue as a percentage of revenue to remain relatively flat from year to year but may vary from quarter to quarter as a percentage of our revenue due to the timing and extent of these expenses. 29 Table of Contents Gross Profit and Gross Margin Our gross profit may fluctuate from period to period. Such fluctuations may be influenced by our revenue, timing and amount of investments to expand hosting capacity, our continued investments in our support teams, and the amortization expense associated with our capitalized internal-use software and development cost. We expect our gross margin to remain relatively flat from year to year but may vary from quarter to quarter as a percentage of our revenue due to the timing and extent of these expenses. Costs and Operating Expenses Sales and Marketing Marketing and advertising expense includes advertising, online lead generation, customer and industry events, and candidate acquisition. Other sales and marketing expense consists of personnel-related costs (including salaries, sales commissions, bonuses, benefits, and stock-based compensation) for our sales and marketing employees, marketing activities, and related allocated overhead costs. We allocate a portion of overhead costs, such as rent, IT costs, supplies, and depreciation and amortization, to sales and marketing expense based on headcount. Sales and marketing costs are expensed as incurred. We expect that sales and marketing expenses will decrease or increase on an absolute dollar basis as we adjust our highly variable sales and marketing spend budget throughout economic cycles to conserve or reallocate spend where we see the greatest returns. Additionally, sales and marketing expenses may vary from period to period as a percentage of revenue for the foreseeable future as we constantly measure the expected returns of specific sales and marketing initiatives and adjust spend levels up or down accordingly. This discipline has been a key aspect of our strong financial performance through a wide range of macroeconomic conditions. We expect that these expenses will continue to be our largest operating expense category for the foreseeable future as we continue to invest in our sales and marketing efforts over time. Research and Development Research and development expense consists of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for our research and development employees, amortization of capitalized software costs associated with the development of internal databases, candidate insights, reporting that supports our marketplace technology and the cost of certain third-party service providers. We allocate a portion of overhead costs, such as rent, IT costs, supplies, and depreciation and amortization, to research and development expenses based on headcount. Research and development costs, other than software development costs qualifying for capitalization, are expensed as incurred. We believe continued investments in research and development are important to attain our strategic objectives. This expense may vary as a percentage of total revenue for the foreseeable future as we continue to invest in research and development activities related to ongoing improvements to, and maintenance of, our marketplace, expansion of our services, as well as other research and development programs, including the hiring of engineering, product development, and design employees to support these efforts. General and Administrative General and administrative expense consists of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for employees in our executive, finance, human resource and administrative departments, and fees for third-party professional services, including consulting, legal and accounting services. In addition, we allocate a portion of overhead costs, such as rent, IT costs, supplies, and depreciation and amortization, to general and administrative expense based on headcount. 30 Table of Contents Total Other Income (Expense), Net Total other income (expense), net is comprised of interest expense, gain on debt extinguishment, and other income (expense), net, as detailed below. Interest expense consists of interest costs associated with our outstanding borrowings, undrawn fees associated with our expired credit facility, and amortization of issuance costs for our expired credit facility and senior unsecured notes. Gain on debt extinguishment represents the gain recognized from the repurchase of a portion of our outstanding senior unsecured notes. Other income (expense), net consists primarily of interest income recognized on cash, cash equivalents and marketable securities, gains and losses from foreign currency exchange transactions, and realized gains and losses recognized on sales of available-for-sale debt securities. We have foreign currency exposure primarily related to personnel-related expenses that are denominated in currencies other than the U.S. Dollar, principally the Canadian Dollar, British Pound and the Israeli New Shekel. Income Tax Expense (Benefit) We are subject to federal and state income taxes in the United States, as well as several international jurisdictions. The effective tax rate for the three and six months ended June 30, 2026 differed from the U.S. federal statutory rate of 21% primarily due to tax detriments relating to the settlement of restricted stock units, certain non-deductible expenses including limitations on the amount of deductible officer compensation, and state taxes, partially offset by net tax benefits from research and development tax credits. The effective tax rate for the three and six months ended June 30, 2025 differed from the U.S. federal statutory rate of 21% primarily due to tax detriments relating to the settlement of restricted stock units, certain non-deductible expenses including limitations on the amount of deductible officer compensation, state taxes, and net tax benefits from research and development tax credits. 31 Table of Contents Results of Operations The following table sets forth our consolidated results of operations for each of the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Revenue(1) $ 118,061 $ 112,232 $ 225,608 $ 222,297 Cost of revenue(2) 12,589 11,963 24,563 23,618 Gross profit 105,472 100,269 201,045 198,679 Operating expenses Sales and marketing(2) 58,936 58,065 113,945 116,533 Research and development(2) 26,372 32,095 52,453 65,361 General and administrative(2) 16,026 16,771 32,057 35,116 Total operating expenses 101,334 106,931 198,455 217,010 Income (loss) from operations 4,138 (6,662) 2,590 (18,331) Other income (expense) Interest expense (6,686) (7,401) (14,132) (14,793) Gain on debt extinguishment 59,262 — 59,262 — Other income (expense), net 3,144 4,953 6,564 10,308 Total other income (expense), net 55,720 (2,448) 51,694 (4,485) Income (loss) before income taxes 59,858 (9,110) 54,284 (22,816) Income tax expense (benefit) 16,433 396 15,597 (479) Net income (loss) $ 43,425 $ (9,506) $ 38,687 $ (22,337) ____________ (1)Revenue was comprised as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Subscription $ 89,919 $ 87,803 $ 171,486 $ 173,168 Performance-based 28,142 24,429 54,122 49,129 Total revenue $ 118,061 $ 112,232 $ 225,608 $ 222,297 (2)Includes stock-based compensation expense as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Cost of revenue $ 67 $ 112 $ 133 $ 240 Sales and marketing 1,131 2,186 2,545 4,615 Research and development 3,234 5,950 6,838 13,398 General and administrative 2,936 4,364 6,222 8,986 Total stock-based compensation $ 7,368 $ 12,612 $ 15,738 $ 27,239 32 Table of Contents Comparison of the Three and Six Months Ended June 30, 2026 and 2025 Revenue Three Months Ended June 30, Six Months Ended June 30, 2026 2025 $ Change % Change 2026 2025 $ Change % Change (in thousands, except percentages) Total revenue $ 118,061 $ 112,232 $ 5,829 5 % $ 225,608 $ 222,297 $ 3,311 1 % Revenue increased by $5.8 million, or 5%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Despite the continued uncertainty in the labor market, we had a higher number of Quarterly Paid Employers in our marketplace during the quarter ended June 30, 2026 compared to the quarter ended June 30, 2025. Performance-based revenue increased by $3.7 million, or 15%, and subscription revenue increased by $2.1 million, or 2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. We saw an overall increase in employer spending on our marketplace products and services during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. We believe our products and services continued to improve, providing more value for employers of all sizes by offering solutions with leading matching technology to help employers identify and recruit standout candidates. Revenue increased by $3.3 million, or 1%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Performance-based revenue increased by $5.0 million, or 10%, while subscription revenue decreased by $1.7 million, or 1%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Despite the continued uncertainty in the labor market, we saw an overall increase in employer spending on our marketplace products and services during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. We believe our products and services continued to improve, providing more value for employers of all sizes by offering solutions with leading matching technology to help employers identify and recruit standout candidates. Cost of Revenue and Gross Margin Three Months Ended June 30, Six Months Ended June 30, 2026 2025 $ Change % Change 2026 2025 $ Change % Change (in thousands, except percentages) Cost of revenue $ 12,589 $ 11,963 $ 626 5 % $ 24,563 $ 23,618 $ 945 4 % Gross margin 89 % 89 % 89 % 89 % Cost of revenue increased $0.6 million, or 5%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Gross margin was 89% for both the three months ended June 30, 2026 and June 30, 2025, reflecting our continued commitment to operational efficiencies and maintaining costs proportionate to revenue. Cost of revenue increased $0.9 million, or 4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Gross margin was 89% for both the six months ended June 30, 2026 and June 30, 2025, reflecting our continued commitment to operational efficiencies and maintaining costs proportionate to revenue. 33 Table of Contents Sales and Marketing Three Months Ended June 30, Six Months Ended June 30, 2026 2025 $ Change % Change 2026 2025 $ Change % Change (in thousands, except percentages) Sales and marketing $ 58,936 $ 58,065 $ 871 2 % $ 113,945 $ 116,533 $ (2,588) (2) % Percentage of revenue 50 % 52 % 51 % 52 % Sales and marketing expenses increased by $0.9 million, or 2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily driven by a $3.0 million increase in marketing and advertising spend as we deployed marketing dollars towards campaigns we believe will drive a strong return on investment and a $0.6 million increase in travel and entertainment expenses. The increase was partially offset by a $1.5 million decrease in personnel-related costs for our sales and marketing employees, corresponding with lower headcount in the current-year period. Stock-based compensation expense for our sales and marketing employees also decreased by $1.1 million corresponding with a lower grant date fair value of equity awards recognized as expense in the current period as well as lower headcount. Sales and marketing expenses decreased by $2.6 million, or 2%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a $4.2 million decrease in personnel-related costs for our sales and marketing employees, corresponding with lower headcount in the current-year period. Stock-based compensation expense for our sales and marketing employees also decreased by $2.1 million corresponding with a lower grant date fair value of equity awards recognized as expense in the current period as well as lower headcount. The decrease was partially offset by a $4.2 million increase in marketing and advertising spend as we deployed marketing dollars towards campaigns we believe will drive a strong return on investment. Research and Development Three Months Ended June 30, Six Months Ended June 30, 2026 2025 $ Change % Change 2026 2025 $ Change % Change (in thousands, except percentages) Research and development $ 26,372 $ 32,095 $ (5,723) (18) % $ 52,453 $ 65,361 $ (12,908) (20) % Percentage of revenue 22 % 29 % 23 % 29 % Research and development expenses decreased by $5.7 million, or 18%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by a $2.7 million decrease in stock-based compensation expense for our research and development employees corresponding with lower headcount in the current-year period as well as a lower grant date fair value of equity awards recognized as expense in the current period. Personnel-related costs for our research and development employees also decreased by $2.2 million, primarily driven by lower headcount. Research and development expenses decreased by $12.9 million, or 20%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by a $6.6 million decrease in stock-based compensation expense for our research and development employees corresponding with a lower grant date fair value of equity awards recognized as expense in the current period as well as lower headcount in the current-year period. Personnel-related costs for our research and development employees also decreased by $5.2 million, primarily driven by lower headcount. 34 Table of Contents General and Administrative Three Months Ended June 30, Six Months Ended June 30, 2026 2025 $ Change % Change 2026 2025 $ Change % Change (in thousands, except percentages) General and administrative $ 16,026 $ 16,771 $ (745) (4) % $ 32,057 $ 35,116 $ (3,059) (9) % Percentage of revenue 14 % 15 % 14 % 16 % General and administrative expenses decreased by $0.7 million, or 4%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by a $1.4 million decrease in stock-based compensation expense for our general and administrative employees corresponding with a lower grant date fair value of equity awards recognized as expense in the current period and lower headcount in the current period. General and administrative expenses decreased by $3.1 million, or 9%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by a $2.7 million decrease in stock-based compensation expense for our general and administrative employees corresponding with a lower grant date fair value of equity awards recognized as expense in the current period and lower headcount in the current period. Personnel-related costs for our general and administrative employees also decreased by $1.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by lower headcount. 35 Table of Contents Total Other Income (Expense), Net Three Months Ended June 30, Six Months Ended June 30, 2026 2025 $ Change % Change 2026 2025 $ Change % Change (in thousands, except percentages) Total other income (expense), net $ 55,720 $ (2,448) $ 58,168 * $ 51,694 $ (4,485) $ 56,179 * ____________ *Change not meaningful due to the impact of the gain on debt extinguishment for the three and six months ended June 30, 2026. Total other income (expense), net increased by $58.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by a $59.3 million gain on debt extinguishment recognized from the repurchase of a portion of our outstanding senior unsecured notes. The increase was partially offset by a $1.4 million decrease related to income accretion for our marketable securities purchased at a discount. Total other income (expense), net increased by $56.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by a $59.3 million gain on debt extinguishment recognized from the repurchase of a portion of our outstanding senior unsecured notes. The increase was partially offset by a $2.6 million decrease related to income accretion for our marketable securities purchased at a discount. Income Tax Expense (Benefit) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 $ Change % Change 2026 2025 $ Change % Change (in thousands, except percentages) Income tax expense (benefit) $ 16,433 $ 396 $ 16,037 * $ 15,597 $ (479) $ 16,076 * Effective tax rate 27.5 % (4.3) % 28.7 % 2.1 % ____________ *Change not meaningful due to higher pre-tax income for the three and six months ended June 30, 2026. Income tax expense (benefit) increased by $16.0 million and $16.1 million for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 respectively. The increase was primarily driven by changes in pretax results in each period, including the current period $59.3 million pre-tax gain on debt extinguishment tax affected at the standard U.S. federal and state statutory tax rates. Liquidity and Capital Resources As of June 30, 2026, we had cash, cash equivalents and marketable securities totaling $173.8 million and restricted cash of $2.3 million. We have financed our operations and capital expenditures primarily through cash generated from operations, sales of shares of common and preferred stock and from our senior unsecured notes, bank loans, and convertible notes. 36 Table of Contents We believe our existing cash, cash equivalents, marketable securities, and cash flow from operations will be sufficient to meet our working capital requirements for at least the next 12 months. To the extent existing cash, cash equivalents, marketable securities, and cash from operations are insufficient to fund future activities, we may need to raise additional funds. 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 the incurrence of 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 assurances that we will be able to raise additional capital. The inability to raise capital could adversely affect our ability to achieve our business objectives. Credit Facility In April 2021, we entered into a $250.0 million credit facility agreement with a syndicate of banks. In July 2024, we entered into a supplement to the credit facility agreement which increased the aggregate revolving commitments available under the credit facility from $250.0 million to $290.0 million. The credit facility expired on its maturity date of April 30, 2026, and we elected not to renew it. At the time of expiration, there were no outstanding borrowings under the credit facility. Letters of credit previously issued against the credit facility remain outstanding and are cash collateralized by a $2.3 million restricted deposit. Senior Unsecured Notes On January 12, 2022, we issued an aggregate principal amount of $550.0 million senior unsecured notes due 2030, or the Notes, in a private placement. The Notes were issued pursuant to an indenture dated as of January 12, 2022, or the Indenture. Pursuant to the Indenture, the Notes will mature on January 15, 2030 and bear interest at a rate of 5% per year. Interest on the Notes is payable semi-annually in arrears on January 15 and July 15 of each year. The Indenture contains certain customary negative covenants, including, but not limited to, limitations on the incurrence of debt, limitations on liens, limitations on consolidations or mergers, and limitations on asset sales. The Indenture also contains customary events of default. At any time prior to January 15, 2030, we have the option, at our sole discretion, to redeem all or a portion of the Notes subject to the payment of certain premiums, make-whole provisions, and accrued and unpaid interest. In addition, we may, at any time and from time to time, seek to retire or purchase our outstanding debt through open-market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, which, if completed, could involve the use of cash, in amounts that may be material, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors that could materially affect our liquidity. Upon the occurrence of a change of control triggering event, we must offer to repurchase the Notes at a repurchase price equal to 101% of the aggregate principal amount to be repurchased, and any accrued and unpaid interest. In June 2026, we repurchased $294.6 million of aggregate principal amount of the Notes for a total repurchase price of $232.8 million (plus accrued and unpaid interest to, but excluding, the applicable closing date) via separate, privately negotiated repurchase agreements entered into with certain holders of our Notes. As a result of the repurchases, we retired over half of our outstanding Notes due in 2030 at 37 Table of Contents a discount to par value, resulting in $255.4 million of aggregate principal amount of our Notes outstanding as of June 30, 2026. For more information on the Notes, please see Note 11 – Debt to our audited consolidated financial statements in the 2025 Form 10-K. Share Repurchase Program Our board of directors has authorized us to repurchase up to $750.0 million of outstanding shares of our common stock, with no fixed expiration. We may, at any time and from time to time, seek to repurchase shares of common stock through open market or privately negotiated transactions, block purchases, or pursuant to one or more Rule 10b5-1 plans which, if completed, could involve the use of cash, in amounts that may be material, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors that could materially affect our liquidity. During the six months ended June 30, 2026, we repurchased 3.5 million shares of our Class A common stock for an aggregate purchase price of $9.4 million under our share repurchase program through open market purchases. Approximately $111.8 million remains available for future repurchases of our common stock under our share repurchase program as of June 30, 2026. For more information, see Note 9 – Share Repurchase Program to our condensed consolidated financial statements included in this report. Investments As of June 30, 2026, we held $105.4 million in total investments, consisting of money market mutual funds and available-for-sale debt securities. These investments are included within cash and cash equivalents and marketable securities within our condensed consolidated balance sheets. During the three months ended June 30, 2026, a significant amount of our investments held at March 31, 2026 matured to fund the repurchases of the Notes. Our remaining investments consist of money market mutual funds and available-for-sale debt securities, which are included within cash and cash equivalents and marketable securities within our condensed consolidated balance sheets. During the three and six months ended June 30, 2026, we continued to manage our excess cash reserves by investing primarily in money market mutual funds and also in highly rated debt securities. The primary objectives in investing our excess cash reserves are to preserve capital, provide sufficient liquidity to satisfy both operational cash flow requirements and potential strategic investment opportunities, and to obtain a reasonable or market rate of return on investments. We consider all of our investments as 38 Table of Contents available for use in current operations, including those with maturity dates beyond one year, and therefore classify these securities within current assets in our condensed consolidated balance sheets. For more information, see Note 5 – Financial Instruments to our condensed consolidated financial statements included in this report. Cash Flows The following table summarizes our cash flows for the periods presented (in thousands): Six Months Ended June 30, 2026 2025 Net cash provided by operating activities $ 11,921 $ 634 Net cash provided by investing activities 173,409 68,491 Net cash used in financing activities (241,292) (84,101) Net decrease in cash, cash equivalents, and restricted cash $ (55,962) $ (14,976) Operating Activities The primary source of operating cash inflows is cash collected from our customers for our services. Our primary uses of cash from operating activities are for personnel-related expenditures, marketing costs and third-party costs incurred to support our marketplace. For the six months ended June 30, 2026, cash provided by operating activities was $11.9 million resulting from our net income of $38.7 million, adjusted by non-cash items of $20.1 million and a net decrease of $6.7 million in our operating assets and liabilities. The non-cash items primarily resulted from a $59.3 million gain on debt extinguishment and $1.7 million in amortization and accretion of marketable securities, partially offset by $15.9 million related to the change in our deferred income taxes primarily driven by the utilization of carried forward tax losses resulting from the taxable gain on debt extinguishment, $15.7 million for stock-based compensation expense, $5.9 million pertaining to amortization of intangible assets and depreciation, and $1.0 million pertaining to non-cash lease expense. The decrease of $6.7 million related to changes in our operating assets and liabilities was primarily driven by a $7.0 million decrease in accrued interest, a $1.5 million increase in other assets, a $1.3 million increase in accounts receivable, a $1.2 million decrease in our operating lease liabilities, and a $1.2 million increase in prepaid expenses and other assets, partially offset by a $3.4 million increase in our accounts payable and accrued expenses and other liabilities, a $1.3 million increase in deferred revenue, and a $0.7 million decrease in deferred commissions. For the six months ended June 30, 2025, cash provided by operating activities was $0.6 million resulting from our net loss of $22.3 million, adjusted by non-cash charges of $24.0 million and a net decrease of $1.0 million in our operating assets and liabilities. The non-cash charges primarily resulted from $27.2 million for stock-based compensation expense, $6.4 million pertaining to amortization of intangible assets and depreciation, and $2.0 million pertaining to non-cash lease expense, partially offset by $9.2 million related to the change in our deferred tax assets driven by our current year capitalization of research costs from a tax perspective and $4.1 million in amortization and accretion of marketable securities. The decrease of $1.0 million related to changes in our operating assets and liabilities was primarily driven by a $2.8 million increase in accounts receivable and a $2.1 million decrease in our operating lease liabilities, partially offset by a $1.9 million increase in our accounts payable and accrued expenses and other liabilities, a $0.9 million increase in deferred revenue, a $0.7 million decrease in other assets, and a $0.4 million decrease in deferred commissions. 39 Table of Contents Investing Activities For the six months ended June 30, 2026, cash provided by investing activities was $173.4 million resulting from $239.3 million received from paydowns, maturities and redemptions of marketable securities and $1.3 million received from sales of marketable securities, partially offset by $62.9 million used in purchases of marketable securities and $3.9 million capitalized for software development costs. For the six months ended June 30, 2025, cash provided by investing activities was $68.5 million resulting from $342.2 million received from paydowns, maturities and redemptions of marketable securities and $1.0 million received from sales of marketable securities, partially offset by $270.1 million used in purchases of marketable securities and $4.0 million capitalized for software development costs. Financing Activities For the six months ended June 30, 2026, cash used in financing activities was $241.3 million which consisted of $229.7 million for the repurchases of the Notes, $9.5 million for the repurchase of common stock, and $2.4 million for the net settlement of taxes on equity awards, partially offset by $0.3 million of proceeds from the exercise of stock options. For the six months ended June 30, 2025, cash used in financing activities was $84.1 million which consisted of $84.1 million used for the repurchase of common stock and $4.1 million for the net settlement of taxes on equity awards, partially offset by $2.4 million of proceeds from the exercise of stock options and $1.7 million of proceeds from the issuance of stock under the employee stock purchase plan. Obligations and Other Commitments See the 2025 Form 10-K for our future minimum commitments related to certain software service agreements. Through June 30, 2026, we did not have any relationships with unconsolidated organizations or financial partnerships, such 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. Critical Accounting Policies and Estimates Management’s discussion and analysis of financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. 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. On an ongoing basis, we evaluate our estimates and assumptions, including, but not limited to, those related to revenue recognition, stock-based compensation, and income taxes. We base our estimates on historical experience and on various other estimates and assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates and assumptions. Our significant accounting policies are discussed in Note 2 – Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies to our condensed consolidated financial statements included in this report. There have been no changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates discussed in the 2025 Form 10-K. 40 Table of Contents Recent Accounting Pronouncements See Note 2 – Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies to our condensed consolidated financial statements included in this report for more information.