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Item 2 — Management's Discussion and Analysis
Ccc Intelligent Solutions Holdings Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements included herein. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” as set forth elsewhere in this Quarterly Report on Form 10-Q.
Unless otherwise indicated or the context otherwise requires, references to “CCC,” the “Company,” “we,” “us,” “our” and other similar terms refer to CCC Intelligent Solutions Holdings Inc. and its consolidated subsidiaries.
Business Overview
Founded in 1980, CCC is a leading Software as a Service (“SaaS”) and Artificial Intelligence (“AI”) platform provider for the multi-trillion-dollar insurance economy powering operations for insurers, repairers, automakers, part suppliers, and more. CCC cloud technology connects more than 35,000 businesses digitizing mission-critical workflows, commerce, and customer experiences. A trusted leader in AI, customer experience, network and workflow management, CCC delivers technology that turns crucial moments into intelligent experiences, with the goal of shaping a world where life just works.
Our business has been built upon two foundational pillars: automotive insurance claims and automotive collision repair. For decades we have delivered leading software solutions to both the insurance and repair industries, including pioneering Direct Repair Programs (“DRP”) in the United States (“U.S.”) beginning in 1992. DRP connects auto insurers and collision repair shops to create business value for both parties, and requires digital tools to facilitate interactions and manage partner programs. Insurer-to-shop DRP connections have created a strong network effect for CCC’s platform, as insurers and repairers both benefit by joining the largest network to maximize opportunities. This has led to a virtuous cycle in which more insurers on the platform drives more value for the collision shops on the platform, and vice versa.
We believe we have become a leading insurance and repair SaaS and AI provider in the U.S. by increasing the depth and breadth of our SaaS offerings over many years. Our insurance solutions help insurance carriers manage mission-critical workflows across the claims lifecycle, while building intelligent experiences for their customers. Our software integrates seamlessly with both legacy and modern systems and enables insurers to rapidly innovate on our platform. Our repair solutions help collision repair facilities achieve better performance throughout the collision repair cycle by digitizing processes to drive business growth, streamline operations, and improve repair quality. We have more than 300 insurers on our network, connecting with more than 30,500 repair facilities through our multi-tenant cloud platform. We believe our software is the architectural backbone of insurance DRP systems and is a primary driver of material revenue for our collision repair shop customers and a source of material efficiencies for our insurance carrier customers.
Our platform is designed to solve the “many-to-many” problem faced by the insurance economy. There are numerous internally and externally developed insurance software solutions in the market today, with the vast majority of applications focused on insurance-only use cases and not on serving the broader insurance ecosystem. We have prioritized building a leading network around our automotive insurance and collision repair pillars to further digitize interactions and maximize value for our customers. We have tens of thousands of companies on our platform that participate in the insurance economy, including insurers, repairers, parts suppliers, and automotive manufacturers. Our solutions create value for each of these parties by enabling them to connect to our vast network to collaborate with other companies, streamline operations, and reduce processing costs and dollars lost through claims management inefficiencies, or claims leakage. Expanding our platform has added new layers of network effects, further accelerating the adoption of our software solutions.
We have processed more than $2 trillion of historical data across our network, allowing us to build proprietary data assets that leverage insurance claims, vehicle repair, automotive parts and other vehicle-specific information. We believe we are uniquely positioned to provide data-driven insights, analytics, and AI-enhanced workflows that strengthen our solutions and improve business outcomes for our customers. Our AI solutions streamline existing insurance and repair processes including vehicle damage detection, claim triage, claim handling, repair estimating, intelligent claim review, and claim subrogation. We deliver real-world AI with more than 125 U.S. insurers and more than 15,000 U.S. collision repairers actively using AI-powered solutions in production environments.
One of the primary obstacles facing the insurance economy is increasing complexity which is driven by technological advancements, supply-chain disruption, social inflation, medical inflation, and Internet-of-Things (“IOT”) data. We believe digitization plays a critical role in managing this growing complexity while meeting consumer expectations. Our technology investments are focused on digitizing complex processes and interactions across our ecosystem, and we believe we are well positioned to power the insurance economy of the future with our data, network, and platform.
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While our position in the insurance economy is grounded in the automotive insurance sector, the largest Property & Casualty (“P&C”) insurance sector in the U.S. representing nearly half of P&C Direct Written Premium (“DWP”), we believe our integrations and cloud platform are capable of driving innovation across the broader insurance economy. Our customers are increasingly looking for CCC to expand its solutions to other parts of their business where they can benefit from our technology, service, and partnership. In response, we are investing in new solutions that we believe will enable us to digitize the entire automotive claims lifecycle, and over time expand into adjacencies including other insurance lines. For example, CCC’s acquisition of EvolutionIQ, Inc. (“EvolutionIQ”) in January 2025 added claims solutions in disability and workers’ compensation insurance lines to CCC’s solution suite.
We have strong customer relationships in the end-markets we serve, and these relationships are a key component of our success given the long-term nature of our contracts and the interconnectedness of our network. We have customer agreements with more than 300 insurers (including carriers, self-insurers and other entities processing insurance claims), including 27 of the top 30 automotive insurance carriers and 9 of the top 15 disability insurance carriers in the U.S., based on DWP, and hundreds of regional carriers. We have more than 35,000 total customers, including more than 30,500 automotive collision repair facilities (including repairers and other entities that estimate damaged vehicles), more than 6,500 parts and diagnostics suppliers, 14 of the top 15 automotive manufacturers based on vehicles in operation, and numerous other companies that participate in the insurance economy.
Key Performance Measures and Operating Metrics
In addition to our GAAP and non-GAAP financial measures, we rely on Software Net Dollar Retention Rate (“Software NDR”) and Software Gross Dollar Retention Rate (“Software GDR”) to measure and evaluate our business and to make strategic decisions. Software NDR and Software GDR may not be comparable to or calculated in the same way as other similarly titled measures used by other companies.
Software NDR
We believe that Software NDR provides our management and our investors with insight into our ability to retain and grow revenue from our existing customers, as well as their potential long-term value to us. We also believe the results shown by this metric reflect the stability of our revenue base, which is one of our core competitive strengths. We calculate Software NDR by dividing (a) annualized software revenue recorded in the last month of the measurement period, for example, March for a quarter ending March 31, for unique billing accounts that generated revenue during the corresponding month of the prior year by (b) annualized software revenue as of the corresponding month of the prior year. The calculation includes changes for these billing accounts, such as changes in the solutions purchased, changes in pricing and transaction volume, but does not reflect revenue for new customers added. The calculation excludes: (a) changes in estimates related to the timing of one-time revenue and other revenue, including professional services, and (b) annualized software revenue for smaller customers with annualized software revenue below the threshold of $100,000 for carriers and $4,000 for shops. The customers that do not meet the revenue threshold are small carriers and shops that tend to have different buying behaviors, with a narrower solution focus, and different tenure compared to our core customers (excluded small carriers and shops represent less than 5% of total revenue within these sales channels). Our Software NDR includes carriers and shops who subscribe to our auto physical damage solutions, and carriers who subscribe to our claims synthesis and claims guidance solutions, which account for most of the Company’s revenue, and excludes revenue from smaller emerging solutions with international subsidiaries or other ecosystem solutions, such as parts suppliers and other automotive manufacturers, and also excludes CCC casualty solutions which are largely usage and professional service based.
Quarter Ended 2026 2025
Software NDR March 31 107% 107%
June 30 107% 107%
September 30 105%
December 31 106%
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Software GDR
We believe that Software GDR provides our management and our investors with insight into the value our solutions provide to our customers as represented by our ability to retain our existing customer base. We believe the results shown by this metric reflect the strength and stability of our revenue base, which is one of our core competitive strengths. We calculate Software GDR by dividing (a) annualized software revenue recorded in the last month of the measurement period in the prior year, reduced by annualized software revenue for unique billing accounts that are no longer customers as of the current period end by (b) annualized software revenue as of the corresponding month of the prior year. The calculation reflects only customer losses and does not reflect customer expansion or contraction for these billing accounts and does not reflect revenue for new customer billing accounts added. Our Software GDR calculation represents our annualized software revenue that is retained from the prior year and demonstrates that the vast majority of our customers continue to use our solutions and renew their subscriptions. The calculation excludes: (a) changes in estimates related to the timing of one-time revenue and other revenue, including professional services, and (b) annualized software revenue for smaller customers with annualized software revenue below the threshold of $100,000 for carriers and $4,000 for shops. The customers that do not meet the revenue threshold are small carriers and shops that tend to have different buying behaviors, with a narrower solution focus, and different tenure compared to our core customers (excluded small carriers and shops which represent less than 5% of total revenue within these sales channels). Our Software GDR includes carriers and shops who subscribe to our auto physical damage solutions, and carriers who subscribe to our claims synthesis and claims guidance solutions, which account for most of the Company’s revenue, and excludes revenue from smaller emerging solutions with international subsidiaries or other ecosystem solutions, such as parts suppliers and other automotive manufacturers, and excludes CCC casualty solutions which are largely usage and professional service based.
Quarter Ended 2026 2025
Software GDR March 31 98% 99%
June 30 98% 99%
September 30 99%
December 31 99%
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Results of Operations
Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025
Three Months Ended June 30,
(dollar amounts in thousands, except share and per share data) 2026 2025 $ %
Revenues $ 285,931 $ 260,451 $ 25,480 9.8%
Cost of revenues, exclusive of amortization of acquired technologies 70,925 62,067 8,858 14.3%
Amortization of acquired technologies 4,368 4,368 — 0.0%
Cost of revenues(1) 75,294 66,435 8,859 13.3%
Gross profit 210,637 194,016 16,621 8.6%
Operating expenses:
Research and development(1) 52,990 59,929 (6,939 ) -11.6%
Selling and marketing(1) 43,499 43,475 24 0.1%
General and administrative(1) 48,003 47,630 373 0.8%
Amortization of intangible assets 18,512 18,512 — 0.0%
Total operating expenses 163,004 169,546 (6,542 ) -3.9%
Operating income 47,633 24,470 23,163 94.7%
Other (expense) income:
Interest expense (20,359 ) (17,836 ) (2,523 ) 14.1%
Interest income 743 1,220 (477 ) -39.1%
Other income (expense) —Net 2,567 (2,057 ) 4,624 NM
Total other expense (17,049 ) (18,673 ) 1,624 -8.7%
Pretax income 30,584 5,797 24,787 427.6%
Income tax (provision) benefit (9,797 ) 7,163 (16,960 ) NM
Net income attributable to CCC Intelligent Solutions Holdings Inc. common stockholders $ 20,787 $ 12,960 $ 7,827 60.4%
Net income per share attributable to common stockholders:
Basic $ 0.04 $ 0.02
Diluted $ 0.04 0.02
Weighted-average shares used in computing net income per share attributable to common stockholders:
Basic 573,413,846 637,578,033
Diluted 584,920,956 660,622,703
NM—Not Meaningful
(1) Includes stock-based compensation expense as follows (in thousands):
Three Months Ended June 30,
2026 2025
Cost of revenues $ 2,257 $ 4,110
Research and development 11,886 14,535
Sales and marketing 8,272 12,522
General and administrative 7,971 14,808
Total stock-based compensation expense $ 30,386 $ 45,975
Revenues
Revenues increased by $25.5 million to $285.9 million, or 9.8%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The Company’s software subscription revenues accounted for $274.0 million and $250.6 million, or 96% of total revenue, during the three months ended June 30, 2026 and 2025, respectively.
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The increase in revenue was primarily a result of approximately 7% growth from existing customer upgrades and expanding solution offerings to these existing customers and approximately 2% growth from new customers.
Cost of Revenues
Cost of revenues increased by $8.9 million to $75.3 million, or 13.3%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
Cost of Revenues, exclusive of amortization of acquired technologies
Cost of revenues, exclusive of amortization of acquired technologies, increased by $8.9 million to $70.9 million, or 14.3%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily due to a $5.1 million increase in information technology (“IT”) related costs, a $1.8 million increase in third-party fees and direct costs associated with revenue growth, and a $2.8 million increase in personnel-related costs, partially offset by a $1.9 million decrease in stock-based compensation expense.
Amortization of Acquired Technologies
Amortization of acquired technologies was $4.4 million for the three months ended June 30, 2026 and three months ended June 30, 2025.
Gross Profit
Gross profit increased by $16.6 million to $210.6 million, or 8.6%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Our gross profit margin was 73.7% for the three months ended June 30, 2026, compared to 74.5% for the three months ended June 30, 2025. The increase in gross profit was due to increased software subscription revenues and economies of scale resulting from fixed cost arrangements.
Research and Development
Research and development expense decreased by $6.9 million to $53.0 million, or 11.6%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease was primarily due to a $3.6 million increase in the amount of capitalized time on platform and customer solution enhancements and a $2.6 million decrease in stock-based compensation expense.
Selling and Marketing
Selling and marketing was relatively flat at $43.5 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The immaterial change primarily reflected offsetting movements, including a $4.2 million decrease in stock-based compensation and a $4.1 million increase in personnel-related costs.
General and Administrative
General and administrative expense increased by $0.4 million to $48.0 million, or 0.8%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily due to a $2.8 million increase in personnel-related costs, a $2.5 million increase in professional service costs and a $1.5 million increase in IT related costs, mostly offset by a $6.8 million decrease in stock-based compensation.
Amortization of Intangible Assets
Amortization of intangible assets was $18.5 million for the three months ended June 30, 2026 and 2025.
Interest Expense
Interest expense increased by $2.5 million to $20.4 million, or 14.1%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was due to the interest incurred on an additional $300 million term loan as part of the Fifth Amendment to the 2021 Credit Agreement entered into in December 2025, partially offset by lower variable interest rates during the three months ended June 30, 2026 as compared to the variable interest rates during the three months ended June 30, 2025.
Interest Income
Interest income decreased by $0.5 million to $0.7 million, or 39.1%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, due to lower average balances on interest earning deposits and money market funds during the three months ended June 30, 2026 compared to the balances during the three months ended June 30, 2025.
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Other Income (Expense)—Net
We recognized other income—Net of $2.6 million for the three months ended June 30, 2026 compared to other expense—Net of $2.1 million for the three months ended June 30, 2025. The income recognized during the three months ended June 30, 2026 was primarily due to the decrease in the fair value of derivative instrument liabilities, driven by the fair value of the Company’s three interest rate swap agreements. The expense recognized during the three months ended June 30, 2025 was primarily due to the increase in the fair value of derivative instruments, driven by the fair value of the Company's three interest rate swap agreements entered into during the three months ended June 30, 2025.
Income Tax (Provision) Benefit
The Company recognized an income tax provision of $9.8 million and an income tax benefit of $7.2 million for the three months ended June 30, 2026 and 2025, respectively. The income tax provision during the three months ended June 30, 2026 was primarily due to the Company's pre-tax book income, as well as the tax impact related to stock-based compensation expense. The income tax benefit for the three months ended June 30, 2025 was primarily due to the Company’s year-to-date pre-tax book loss and the annual effective tax rate impact related to stock based compensation.
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Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025
Six Months Ended June 30,
(dollar amounts in thousands, except share and per share data) 2026 2025 $ %
Revenue $ 567,205 $ 512,016 $ 55,189 10.8%
Cost of revenue, exclusive of amortization of acquired technologies 138,952 124,271 14,681 11.8%
Amortization of acquired technologies 8,737 8,737 — 0.0%
Cost of revenues(1) 147,689 133,008 14,681 11.0%
Gross profit 419,516 379,008 40,508 10.7%
Operating expenses:
Research and development(1) 105,514 121,692 (16,178 ) -13.3%
Selling and marketing(1) 82,917 91,772 (8,855 ) -9.6%
General and administrative(1) 97,611 114,748 (17,137 ) -14.9%
Amortization of intangible assets 37,024 37,024 — 0.0%
Total operating expenses 323,066 365,236 (42,170 ) -11.5%
Operating income 96,450 13,772 82,678 600.3%
Other (expense) income:
Interest expense (40,659 ) (34,763 ) (5,896 ) 17.0%
Interest income 1,685 3,168 (1,483 ) -46.8%
Other income (expense)—Net 6,533 (7,154 ) 13,687 NM
Total other expense (32,441 ) (38,749 ) 6,308 -16.3%
Pretax income (loss) 64,009 (24,977 ) 88,986 NM
Income tax (provision) benefit (27,805 ) 20,516 (48,321 ) NM
Net income (loss) including non-controlling interest 36,204 (4,461 ) 40,665 NM
Less: accretion of redeemable non-controlling interest - (1,276 ) 1,276 100.0%
Net income (loss) attributable to CCC Intelligent Solutions Holdings Inc. Common Stockholders $ 36,204 $ (5,737 ) $ 41,941 NM
Net income (loss) per share attributable to common stockholders:
Basic $ 0.06 $ (0.01 )
Diluted $ 0.06 $ (0.01 )
Weighted-average shares used in computing net income per share attributable to common stockholders:
Basic 580,442,460 637,207,185
Diluted 596,340,210 637,207,185
(1) Includes stock-based compensation expense as follows (in thousands):
Six Months Ended June 30,
2026 2025
Cost of revenues $ 4,281 $ 6,795
Research and development 23,175 32,136
Sales and marketing 16,357 25,650
General and administrative 18,445 42,442
Total stock-based compensation expense $ 62,258 $ 107,023
Revenues
Revenues increased by $55.2 million to $567.2 million, or 10.8%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The Company’s software subscription revenues accounted for $544.1 million and $493.1 million, or 96% of total revenue, during the six months ended June 30, 2026 and 2025, respectively.
The increase in revenue was primarily a result of approximately 8% growth from existing customer upgrades and expanding solution offerings to these existing customers and approximately 2% growth from new customers.
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Cost of Revenues
Cost of revenues increased by $14.7 million to $147.7 million, or 11.0% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
Cost of Revenues, exclusive of amortization of acquired technologies
Cost of revenues, exclusive of amortization of acquired technologies, increased by $14.7 million to $139.0 million, or 11.8%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily due to an $8.4 million increase in IT related costs and a $5.1 million increase in personnel-related costs.
Amortization of Acquired Technologies
Amortization of acquired technologies was $8.7 million for the six months ended June 30, 2026 and six months ended June 30, 2025.
Gross Profit
Gross profit increased by $40.5 million to $419.5 million, or 10.7%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Our gross profit margin was 74.0% for the six months ended June 30, 2026, compared to 74.0% for the six months ended June 30, 2025. The increase in gross profit was due to increased software subscription revenues and economies of scale resulting from fixed cost arrangements.
Research and Development
Research and development expense decreased by $16.2 million to $105.5 million, or 13.3%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease was primarily due to a $9.0 million decrease in stock-based compensation expense, a $5.0 million decrease in IT related costs and a $4.1 million increase in the amount of capitalized time on platform and customer solution enhancements, partially offset by a $2.9 million increase in personnel related costs.
Selling and Marketing
Selling and marketing expense decreased by $8.9 million to $82.9 million, or 9.6%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease was due to a $9.3 million decrease in stock-based compensation, partially offset by a $0.2 million increase in personnel related costs.
General and Administrative
General and administrative expense decreased by $17.1 million to $97.6 million, or 14.9%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease was primarily due to a $24.0 million decrease in stock-based compensation, partially offset by a $4.6 million increase in personnel related costs and $3.4 million increase in IT related costs.
Amortization of Intangible Assets
Amortization of intangible assets was $37.0 million for the six months ended June 30, 2026 and 2025.
Interest Expense
Interest expense increased by $5.9 million to $40.7 million, or 17.0%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was due to the interest incurred on an additional $300 million term loan as part of the Fifth Amendment to the 2021 Credit Agreement entered into in December 2025, partially offset by lower variable interest rates during the six months ended June 30, 2026 as compared to the same period in the prior year.
Interest Income
Interest income decreased by $1.5 million to $1.7 million, or 46.8%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, due to lower average balances on interest-earning deposits and money market funds during the six months ended June 30, 2026 as compared to the same period in the prior year.
Other Income (Expense)—Net
We recognized other income—net of $6.5 million for the six months ended June 30, 2026 compared to other expense—net of $7.2 million for the six months ended June 30, 2025. The income recognized during the six months ended June 30, 2026 was primarily due to the decrease in the fair value of derivative instrument liabilities, driven by the fair value of the Company’s three interest rate
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swap agreements. The expense recognized during the six months ended June 30, 2025 was primarily due to the increase in the fair value of derivative instruments, driven by the fair value of the Company's three interest rate swap agreements entered into during the six months ended June 30, 2025.
Income Tax (Provision) Benefit
The Company recognized an income tax provision of $27.8 million and an income tax benefit of $20.5 million for the six months ended June 30, 2026 and 2025, respectively. The income tax provision during the six months ended June 30, 2026 was primarily due to the Company's pre-tax book income, as well as the tax impact related to stock-based compensation expense. The income tax benefit for the six months ended June 30, 2025 was primarily due to the Company’s pre-tax book loss and the annual effective tax rate impact related to stock based compensation.
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we believe that Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share, and Free Cash Flow, which are each non-GAAP measures, are useful in evaluating our operational performance. We use this non-GAAP financial information to evaluate our ongoing operations and for internal planning, budgeting and forecasting purposes and setting management bonus programs. We believe that non-GAAP financial information, when taken collectively with GAAP measures, may be helpful to investors in assessing our operating performance and comparing our performance with competitors and other comparable companies, which may present similar non-GAAP financial measures to investors. Our computation of these non-GAAP measures may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate these measures in the same fashion. We endeavor to compensate for the limitation of the non-GAAP measure presented by also providing the most directly comparable GAAP measure and a description of the reconciling items and adjustments to derive the non-GAAP measure. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures on a supplemental basis.
Adjusted Gross Profit
We believe that Adjusted Gross Profit, as defined below, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results. Adjusted Gross Profit is defined as gross profit, adjusted for amortization of acquired technologies and stock-based compensation and related employer payroll tax, which are not indicative of our recurring core business operating results. Adjusted Gross Profit Margin is defined as Adjusted Gross Profit divided by Revenue.
The following table reconciles Gross Profit to Adjusted Gross Profit for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, Six Months Ended June 30,
(amounts in thousands, except percentages) 2026 2025 2026 2025
Gross Profit $ 210,637 $ 194,016 $ 419,516 $ 379,008
Amortization of acquired technologies 4,368 4,368 8,737 8,737
Stock-based compensation and related employer payroll tax 2,267 4,137 4,649 7,238
Adjusted Gross Profit $ 217,272 $ 202,521 $ 432,902 $ 394,983
Gross Profit Margin 74 % 74 % 74 % 74 %
Adjusted Gross Profit Margin 76 % 78 % 76 % 77 %
Adjusted Operating Expenses
We believe that Adjusted Operating Expenses, as defined below, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results. Adjusted Operating Expenses is defined as operating expenses adjusted for amortization of intangible assets, stock-based compensation expense and related employer payroll tax, costs associated with the acquisition and integration of completed and potential mergers and acquisitions (“M&A”), costs related to equity transactions, including secondary offerings, litigation expenses (proceeds), net for matters in which we are the plaintiff and related antitrust matters and debt refinancing costs.
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The following table reconciles operating expenses to Adjusted Operating Expenses for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, Six Months Ended June 30,
(dollar amounts in thousands) 2026 2025 2026 2025
Operating expenses $ 163,004 $ 169,546 $ 323,066 $ 365,236
Amortization of intangible assets (18,512 ) (18,512 ) (37,024 ) (37,024 )
Stock-based compensation expense and related employer payroll tax (28,268 ) (42,121 ) (60,954 ) (104,939 )
M&A and integration costs (507 ) (348 ) (507 ) (7,967 )
Equity transaction costs, including secondary offerings — (165 ) — (452 )
Litigation proceeds, net — (125 ) — 3,665
Debt refinancing costs — — — (3,119 )
Adjusted Operating Expenses $ 115,717 $ 108,275 $ 224,581 $ 215,400
Adjusted Operating Income
We believe that Adjusted Operating Income, as defined below, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results. Adjusted Operating Income is defined as operating income (loss) adjusted for amortization of intangible assets and acquired technologies, stock-based compensation expense and related employer payroll tax, costs associated with the acquisition and integration of completed and potential M&A, costs related to equity transactions, including secondary offerings, litigation expenses (proceeds), net, and debt refinancing costs.
The following table reconciles operating income (loss) to Adjusted Operating Income for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, Six Months Ended June 30,
(dollar amounts in thousands) 2026 2025 2026 2025
Operating income $ 47,633 $ 24,470 $ 96,450 $ 13,772
Amortization of intangible assets 18,512 18,512 37,024 37,024
Amortization of acquired technologies—Cost of revenue 4,368 4,368 8,737 8,737
Stock-based compensation expense and related employer payroll tax 30,535 46,258 65,603 112,177
M&A and integration costs 507 348 507 7,967
Equity transaction costs, including secondary offerings — 165 — 452
Litigation proceeds, net — 125 — (3,665 )
Debt refinancing costs — — — 3,119
Adjusted Operating Income $ 101,555 $ 94,246 $ 208,321 $ 179,583
Adjusted EBITDA
We believe that Adjusted EBITDA, as defined below, is useful in evaluating our operational performance distinct and apart from financing costs, certain expenses and non-operational expenses. Adjusted EBITDA is defined as net income (loss) adjusted for interest, taxes, amortization of intangible assets and acquired technologies, depreciation, stock-based compensation expense and related employer payroll tax, costs associated with the acquisition and integration of completed and potential M&A, litigation expenses (proceeds), net, debt refinancing costs, costs related to equity transactions, including secondary offerings, change in fair value of derivative instruments, and income from derivative instruments. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenue.
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The following table reconciles net income (loss) to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, Six Months Ended June 30,
(dollar amounts in thousands) 2026 2025 2026 2025
Net income (loss) $ 20,787 $ 12,960 $ 36,204 $ (4,461 )
Interest expense 20,359 17,836 40,659 34,763
Interest income (743 ) (1,220 ) (1,685 ) (3,168 )
Income tax provision (benefit) 9,797 (7,163 ) 27,805 (20,516 )
Amortization of intangible assets 18,512 18,512 37,024 37,024
Amortization of acquired technologies—Cost of revenue 4,368 4,368 8,737 8,737
Depreciation and amortization of software, equipment and property 2,001 2,231 4,020 4,495
Depreciation and amortization of software, equipment and property—Cost of revenue 11,913 11,548 23,288 22,878
Stock-based compensation expense and related employer payroll tax 30,535 46,258 65,603 112,177
M&A and integration costs 507 348 507 7,967
Litigation proceeds, net — 125 — (3,665 )
Debt refinancing costs — — — 3,119
Equity transaction costs, including secondary offerings — 165 — 452
Change in fair value of derivative instruments (3,110 ) 2,640 (7,505 ) 8,381
Expense (Income) from derivative instruments 552 (492 ) 1,021 (989 )
Adjusted EBITDA $ 115,478 $ 108,116 $ 235,678 $ 207,194
Adjusted EBITDA Margin 40 % 42 % 42 % 40 %
Adjusted Net Income and Adjusted Earnings Per Share
We believe that Adjusted Net Income, as defined below, and Adjusted Earnings Per Share are useful in evaluating our operational performance distinct and apart from financing costs, certain expenses and non-operational expenses. Adjusted Net Income is defined as net income (loss) adjusted for the after-tax effects of amortization of intangible assets and acquired technologies, stock-based compensation expense and related employer payroll tax, costs associated with the acquisition and integration of completed and potential M&A, litigation expenses (proceeds), net for matters in which we are the plaintiff and related antitrust matters, debt refinancing costs, costs related to equity transactions, including secondary offerings and the change in fair value of derivative instruments.
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The following table reconciles net income (loss) to Adjusted Net Income and Adjusted Earnings per Share for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, Six Months Ended June 30,
(dollar amounts in thousands) 2026 2025 2026 2025
Net income (loss) $ 20,787 $ 12,960 $ 36,204 $ (4,461 )
Amortization of intangible assets 18,512 18,512 37,024 37,024
Amortization of acquired technologies—Cost of revenue 4,368 4,368 8,737 8,737
Stock-based compensation expense and related employer payroll tax 30,535 46,258 65,603 112,177
M&A and integration costs 507 348 507 7,967
Litigation proceeds, net — 125 — (3,665 )
Debt refinancing costs — — — 3,119
Equity transaction costs, including secondary offerings — 165 — 452
Change in fair value of derivative instruments (3,110 ) 2,640 (7,505 ) 8,381
Tax effect of adjustments (10,319 ) (26,521 ) (12,481 ) (56,394 )
Adjusted Net Income $ 61,280 $ 58,855 $ 128,089 $ 113,337
Adjusted Net Income Per Share attributable to common stockholders:
Basic $ 0.11 $ 0.09 $ 0.22 $ 0.18
Diluted $ 0.10 $ 0.09 $ 0.21 $ 0.17
Weighted average shares outstanding:
Basic 573,413,846 637,578,033 580,442,460 637,207,185
Diluted 584,920,956 660,622,703 596,340,210 666,130,181
Free Cash Flow
We believe that Free Cash Flow, as defined below, provides meaningful supplemental information regarding our ability to generate cash and fund our operations and capital expenditures. Free Cash Flow is defined as net cash provided by operating activities less cash used for the purchases of software, equipment, and property.
The following table reconciles net cash provided by operating activities to Free Cash Flow for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, Six Months Ended June 30,
(dollar amounts in thousands) 2026 2025 2026 2025
Net cash provided by operating activities $ 101,574 $ 43,056 $ 159,035 $ 101,548
Purchases of software, equipment, and property (19,126 ) (15,703 ) (35,002 ) (30,549 )
Free Cash Flow $ 82,448 $ 27,353 $ 124,033 $ 70,999
Liquidity and Capital Resources
We have financed our operations with cash flows from operations. The Company generated $159.0 million of cash flows from operating activities during the six months ended June 30, 2026. As of June 30, 2026, the Company had cash and cash equivalents of $115.9 million, a working capital surplus of $118.4 million and an accumulated deficit totaling $1,759.5 million. As of June 30, 2026, the Company had $1,284.5 million aggregate principal outstanding on its term loan.
We believe that our existing cash and cash equivalents, our cash flows from operating activities and our borrowing capacity under our 2021 Revolving Credit Facility will be sufficient to fund our operations, fund required long-term debt repayments and meet our commitments for capital expenditures for at least the next twelve months.
Although we are not currently a party to any material definitive agreement regarding potential investments in, or acquisitions of, complementary businesses, applications or technologies, we may enter into these types of arrangements, which could reduce our cash and cash equivalents or require us to seek additional equity or debt financing. Additional funds from financing arrangements may not be available on terms favorable to us or at all.
Debt
Our debt capital structure remained stable during the second quarter of 2026. As of June 30, 2026, we had $1,284.5 million outstanding under our senior secured term loan (“Term Loan”), compared to $1,291.0 million as of December 31, 2025. The small reduction reflects principal payments of approximately $3.3 million made during the first two quarters of 2026. We did not incur any
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new borrowings in 2026. The Term Loan, which matures in January 2032, is part of our 2021 Credit Agreement and requires only modest quarterly payments (approximately $13 million per year) until maturity. We also have a $250.0 million revolving credit facility under the 2021 Credit Agreement that was undrawn at June 30, 2026, providing approximately $249.0 million of additional liquidity net of outstanding letters of credit. Our nearest significant debt maturity is the 2021 Revolving Credit Facility’s expiration in September 2029 (subject to a springing maturity in June 2028 if the Term Loan balance remains above $234.0 million at that time), giving us a long-dated maturity profile.
The interest rates on our Term Loan and any 2021 Revolving Credit Facility borrowings are variable and tied to market rates (Secured Overnight Financing Rate ("SOFR) or base rate) plus an applicable margin. We have proactively managed our floating interest rate exposure by using interest rate swaps to effectively fix the rate on $750.0 million of our Term Loan at approximately 3.94% through July 2027. These actions helped keep our weighted-average interest rate for the quarter ended June 30, 2026 at about 5.7%, slightly lower than the weighted-average interest rate of 6.4% in the same period last year, despite higher debt levels. The weighted-average interest rate represents the average rate on our outstanding borrowings during the period is calculated based on actual interest incurred and time-weighted average principal balances. A portion of our debt remains unhedged and subject to interest rate fluctuations, so we continue to monitor interest rate trends and consider additional risk management strategies as needed to contain our borrowing costs.
We believe our current liquidity position and cash flow generation are sufficient to meet our ongoing debt service obligations and other funding requirements. At June 30, 2026, we held $115.9 million in cash and cash equivalents, and the full capacity of our $250.0 million 2021 Revolving Credit Facility (minus letters of credit) remained available, bolstering our liquidity. Our indebtedness is secured by substantially all of our assets and is governed by customary affirmative, negative, and financial covenants. We were in full compliance with all covenants as of June 30, 2026. Notably, the 2021 Credit Agreement’s springing financial covenant (a first lien net leverage ratio test) did not apply at quarter-end because utilization of the Revolver was below the 35% threshold. We will continue to manage our capital structure prudently, balancing the use of cash for debt reduction, strategic opportunities, and shareholder returns as conditions warrant.
For further details of our long-term debt obligations and related terms, refer to Note 14, “Long-Term Debt,” in the Notes to Condensed Consolidated Financial Statements of this Form 10-Q, and to the “Long-Term Debt” disclosure in our Annual Report on Form 10-K for the year ended December 31, 2025.
Cash Flows
The following table provides a summary of cash flow data for the six months ended June 30, 2026 and 2025:
Six Months Ended June 30,
(dollar amounts in thousands) 2026 2025
Net cash provided by operating activities $ 159,035 $ 101,548
Net cash used in investing activities (35,002 ) (445,682 )
Net cash (used in) provided by financing activities (119,492 ) 167
Net effect of exchange rate change 124 37
Change in cash and cash equivalents $ 4,665 $ (343,930 )
Net cash provided by operating activities was $159.0 million for the six months ended June 30, 2026. Net cash provided by operating activities consists of a net income of $36.2 million, adjusted for $137.9 million of non-cash items, partially offset by a $10.3 million decrease in working capital and a $4.8 million decrease in other operating assets and liabilities. Significant non-cash adjustments include stock-based compensation expense of $62.3 million, depreciation and amortization of $73.1 million and deferred income taxes of $7.5 million, partially offset by a change in fair value of derivative instruments of $7.5 million. The change in working capital was primarily a result of a decrease in accounts payable of $10.8 million due to the timing of suppliers' payments.
Net cash used in investing activities was $35.0 million for the six months ended June 30, 2026. Net cash used in investing activities was due to $35.0 million of capitalized internally developed software projects and purchases of software, equipment, and property.
Net cash used in financing activities was $119.5 million for the six months ended June 30, 2026. Net cash used in financing activities was primarily due to $100.2 million for repurchases of common stock, $18.0 million of payments for employee tax liabilities related to the net share settlement of employee equity awards and $6.5 million of principal payments of long-term debt.
Recent Accounting Pronouncements
See Note 2 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations.
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Critical Accounting Estimates
Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses and related disclosures. Our estimates are based on our historical experience, trends and various other assumptions that we believe are reasonable under the circumstances, the results of which 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 judgments and estimates under different assumptions or conditions and any such differences may be material.
There have been no material changes to our critical accounting estimates as compared to the critical accounting policies and estimates disclosed in our audited consolidated financial statements and notes thereto for the year ended December 31, 2025, in our Annual Report on Form 10-K.