Alkami Technology Inc

02/26/2026 | Press release | Distributed by Public on 02/26/2026 07:34

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Refer to "Special Note Regarding Forward-Looking Statements" elsewhere in this Annual Report on Form 10-K.
Unless the context otherwise requires, all references in this report to the "Company," "Alkami," "we," "us" and "our" refer to Alkami Technology, Inc., a Delaware corporation, and its consolidated subsidiaries taken as a whole.
A discussion regarding our financial condition and results of operation for the fiscal year ended December 31, 2025, compared to the fiscal year ended December 31, 2024, is presented below. A discussion regarding our financial condition and results of operations for fiscal year ended December 31, 2024, compared to the fiscal year ended December 31, 2023, can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025.
Overview
Alkami is a cloud-based digital sales and service platform provider. We inspire and empower community, regional and super-regional financial institutions ("FIs") to compete with large, technologically advanced and well-resourced banks in the United States. Our solution, the Alkami Digital Sales & Service Platform, consisting of the Alkami Digital Banking Platform, Onboarding & Account Opening, and Data & Marketing, allows FIs to onboard, engage and grow new users, accelerate revenues and meaningfully improve operational efficiency, all with the support of a proprietary, true cloud-based, multi-tenant architecture. We cultivate deep relationships with our clients through long-term, subscription-based contractual arrangements, aligning our growth with our clients' success and generating an attractive unit economic model.
Alkami was founded to help level the playing field for FIs. Since then, our vision has been to create a platform that combines premium technology and fintech solutions in one integrated ecosystem, delivered as a software-as-a-service ("SaaS") solution and providing our clients' account holders with a single point of access to all things digital. We have invested significant resources to build a technology stack that prioritized innovation velocity and speed-to-market given the importance of product depth and functionality in winning and retaining clients. In October 2020, we acquired ACH Alert, LLC ("ACH Alert") to pursue adjacent product opportunities, such as fraud prevention and to expand our addressable market. In April 2022, we acquired Segmint, Inc. ("Segmint"), a leading cloud-based financial data analytics and transaction data cleansing provider. In March 2025, we acquired Fin Technologies, Inc., dba MANTL ("MANTL"), to provide onboarding, account opening, and loan origination solutions that allow FIs to acquire commercial, business and retail customers through a variety of channels for deposit account and loan types.
During 2024, we established a new subsidiary in India to support potential future operational needs. While our presence in India has grown since 2024, these operations remain immaterial to our consolidated financial statements as of December 31, 2025.
Our domain expertise in retail and business banking has enabled us to develop a suite of products tailored to address key challenges faced by FIs. Due to our architecture, adding products through our single code base is fast, simple and cost-effective. The key differentiators of the Alkami Digital Sales & Service Platform include:
•User experience: Personalized and seamless digital experience across user interaction points, including desktop, mobile, chat and SMS, establishing durable connections between FIs and their customers or members.
•Integrations: Scalability and extensibility driven by more than 300 real-time integrations to back-office systems and third-party fintech solutions as of December 31, 2025, including core systems, payment cards, mortgages, bill pay, electronic documents, money movement, personal financial management and account opening.
•Deep data capabilities: Data synchronized and stored from back-office systems and third-party fintech solutions and synthesized into meaningful insights, targeted content, and other areas of monetization.
The Alkami Digital Banking Platform allows us to offer an end-to-end set of software solutions. Our typical relationship with an FI begins with a set of core functional components, which can expand over time to include a rounded suite of products across onboarding and account opening, marketing, data insights, account management, payments and receivables, admin, risk and reporting, business and commercial banking, retail banking, financial analytics, and extensibility.
We primarily go to market through an internal sales force. Given the long-term nature of our Alkami Digital Banking Platform contracts, a typical sales cycle can range from approximately three to 12 months, with the subsequent implementation timeframe generally ranging from six to 12 months depending on the depth of integration.
We derive our Alkami Digital Banking Platform revenues almost entirely from multi-year contracts that are based on an average contract life of approximately 70 months as of December 31, 2025. We predominantly employ a per-registered-user pricing model, with incremental fees above certain contractual client minimum commitments for each licensed solution. In these cases, our pricing is tiered, with per-registered-user discounts applied as clients achieve higher levels of customer or member penetration, incentivizing our clients to internally market and promote digital engagement.
To support our growth and capitalize on our market opportunity, we have increased our operating expenses across all aspects of our business. In research and development, we continue to focus on innovation and bringing novel capabilities to our platform, extending our product
depth. Similarly, we continue to expand our sales and marketing organization focusing on new client wins, cross-selling opportunities and client renewals.
For the years ended December 31, 2025, 2024, and 2023, our total revenues were $443.6 million, $333.8 million, and $264.8 million, respectively, representing a growth rate of 32.9% from 2024 to 2025 and 26.1% from 2023 to 2024. SaaS subscription revenues, as further described below, represented 95.0%, 95.6%, and 95.3% of total revenues for the years ended December 31, 2025, 2024, and 2023, respectively. We incurred net losses of $47.7 million, $40.8 million, and $62.9 million for the years ended December 31, 2025, 2024, and 2023, respectively, largely due to significant continued investment in sales, marketing, product development and post-sales client activities.
Recent Developments
Merger with MANTL. On March 17, 2025, the Company consummated its previously announced merger with MANTL, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated February 27, 2025, with MANTL surviving as a wholly owned subsidiary of the Company. MANTL provides onboarding and account opening solutions that allow FIs to acquire commercial, business and retail customers through a variety of channels for many deposit account types. The aggregate consideration paid in exchange for all of the outstanding equity interests of MANTL was approximately $375 million, net of cash acquired. Approximately $9.1 million of the consideration was placed into escrow to secure certain post-closing indemnification obligations in the Merger Agreement. See Note 3 to the Notes to the Consolidated Financial Statements for additional details.
Third Amendment to Amended and Restated Credit Agreement.In connection with the acquisition of MANTL, on February 27, 2025, the Company entered into a Third Amendment (the "Third Amendment") to its Amended and Restated Credit Agreement dated as of April 29, 2022 (as amended, the "Amended Credit Agreement"), which, among other things, extended the maturity date of the Revolving Facility (as defined below), increased the amount of the Revolving Facility commitment, extended the Financial Covenant Trigger Date (as defined therein), reduced the applicable interest rate margins, permitted the acquisition of MANTL pursuant to the terms of the Merger Agreement, permitted certain convertible indebtedness and equity derivative transactions, subject to certain restrictions, and modified certain covenants. See Note 8 to the Notes to the Consolidated Financial Statements for additional information.
Issuance of Convertible Senior Notes.On March 13, 2025, the Company issued $345 million principal amount of its 1.50% Convertible Senior Notes due 2030 (the "2030 Convertible Notes" or "Notes"). The Notes were issued pursuant to, and are governed by, an indenture (the "Indenture"), dated as of March 13, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $45 million principal amount of Notes. The Notes issued on March 13, 2025 include $45 million principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option. See Note 8 to the Notes to the Consolidated Financial Statements.
Factors Affecting our Operating Results
Growing our FI Client Base. A key part of our strategy is to grow our FI client base. As of December 31, 2025, we served 301 FIs through the Alkami Digital Banking Platform and over 960 clients when including unique clients only subscribing to one or a combination of ACH Alert, Segmint, or MANTL products. Each of our digital banking client wins is a competitive takeaway, and as such, our historical ability to grow our client base has been a function of product depth, technological excellence and a sales and marketing function able to match our solutions with the strategic objectives of our clients. Our future success will significantly depend on our ability to continue to grow our FI client base through competitive wins.
Deepening Client Customer or Member Penetration. We primarily generate revenues through a per-registered-user pricing model. Once we onboard a client, our ability to help drive incremental client customer or member digital adoption translates to additional revenues with very limited additional spend. Our FI clients are incentivized to market and encourage digital account sign-up based on identifiable improvement in customer engagement, as well as discounts received based on certain levels of customer or member penetration. We expect to continue to support digital adoption by client customers or members through continued investments in new products and platform enhancements. Our future success will depend on our ability to continue to deepen client customer or member penetration.
Expanding our Product Suite. Product depth is a key determinant in winning new clients. In a replacement market, we win based on our ability to bring a product suite to market that is superior to the incumbent, as well as to our broader competition. Of equal importance is the ability to cohesively deliver a deep product suite with as little friction as possible to the client customer or member. The depth of our product suite is a function of technology and platform partnerships. Our platform model with more than 300 integrations as of December 31, 2025 enables us to deliver thousands of configurations aligned with the digital platform strategies adopted by our clients. We expect our future success in winning new clients to be partially driven by our ability to continue to develop and deliver new, innovative products to FI clients in a timely manner. Furthermore, expanding our product suite expands our Revenue per Registered User ("RPU") potential. For additional information regarding RPU, see "Key Business Metrics."
Client Renewals. Our model and the stability of our revenue base is, in part, driven by our ability to renew our clients. In addition to extending existing relationships, renewals provide an opportunity to grow minimum contract value, as over the course of a contract term our clients often grow, or their needs evolve. Client renewals are also an important lever in driving our long-term gross margin targets, as we generally achieve approximately 70% gross margin upon renewal. We had 30 client renewals in the year ended December 31, 2025. We expect client renewals to continue to play a key role in our future success.
Continued Leadership in Innovation. Our ability to maintain a differentiated platform and offering is dependent upon our pace of innovation. Our single code base, built on a multi-tenant infrastructure and combined with continuous software delivery enables us to bring new, innovative products to market quickly and positions us with what we believe is market-leading breadth in terms of product offerings and feature sets. We remain committed to investing in our platform, notably through our research and development spend, which was 26.7% of our revenues for the year ended December 31, 2025. Our future success will depend on our continued leadership in innovation.
Components of Results of Operations
Revenues
We derive substantially all of our revenues from SaaS subscription services charged for the use of our digital sales and service solution. Our client relationships are predominantly based on multi-year contracts for the Alkami Digital Banking Platform that have had an average contract life of approximately 70 months as of December 31, 2025. Subscription services are recognized over time on a ratable basis over the client agreement term beginning on the date our solution is made available to our client. The promised consideration may include fixed or variable amounts. Our clients with enterprise license contracts are invoiced on an agreed upon monthly rate throughout the contract term, which may include fixed monthly or annual rate escalations. Fixed dollar or percentage escalations that are not based on registered users are considered part of the fixed transaction price and recognized on a straight-line basis over the SaaS subscription period evenly. The majority of our client contracts are based on registered users, which we invoice monthly a contractual minimum fee for each licensed solution. In addition, we invoice monthly an additional subscription fee for the number of registered users using each solution and the number of bill-pay and certain other transactions those registered users conduct through our Digital Banking Platform in excess of their contractual client minimum commitments. Our pricing is tiered, with per-registered-user discounts applied as clients achieve higher levels of customer or member penetration, incentivizing our clients to internally market our products and promote digital engagement. Variable consideration earned for subscription fees in excess of contractual minimums is recognized as revenues in the month of actual usage. SaaS subscription services also include annual and monthly charges for maintenance and support services, which are recognized on a straight-line basis over the contract term.
We receive implementation and other upfront fees for the implementation, configuration and integration of our Digital Banking Platform. We typically invoice these services as a fixed price per contract. These fees are not distinct from the underlying licensed SaaS subscription services. As a result, we recognize the resulting revenues on a straight-line basis over the client's initial agreement term for our licensed SaaS solutions, commencing upon launch.
Occasionally, our clients request custom development and other professional services, which we provide. These are generally one-time requests and involve unique, non-standard features, functions, conversions, or integrations that are intended to enhance or modify their licensed SaaS solutions. We recognize revenues at the point in time the services are transferred to the client.
The following disaggregates our revenues for the years ended December 31, 2025, 2024, and 2023 by major source:
Year ended December 31,
2025 2024 2023
(in thousands)
SaaS subscription services $ 421,674 $ 319,243 $ 252,348
Implementation services 12,596 7,604 8,488
Other services 9,369 7,002 3,995
Total revenues $ 443,639 $ 333,849 $ 264,831
See Note 5 of the Notes to the Consolidated Financial Statements for additional detail.
Cost of Revenues and Gross Margin
Cost of revenues is comprised primarily of salaries and other personnel-related costs, including employee benefits, bonuses, stock-based compensation, travel, and related costs for employees supporting SaaS subscription, implementation and other services. This includes the costs of our implementation, client support, development personnel responsible for maintaining and releasing updates to our Platform, as well as third-party cloud-based hosting services. Cost of revenues also includes the direct costs of bill-pay services and other third-party intellectual property included in our solutions, the amortization of acquired technology, the amortization of capitalized internal use software, and depreciation.
We capitalize certain personnel costs directly related to the implementation of our solutions to the extent those costs are recoverable from future revenues. We amortize the costs for an implementation once revenue recognition commences. The amortization period is typically five to seven years, which represents the expected period of client benefit. Other costs not directly recoverable from future revenues are expensed in the period incurred.
We intend to continue to increase our investments in our implementation, client support teams and technology infrastructure to serve our clients and support our growth. We expect cost of revenues to continue to grow in absolute dollars as we grow our business, but to vary as a percentage of revenues from period to period as a function of the utilization of implementation and support personnel and the extent to which we recognize fees from bill-pay services and other third-party functionality integrated into our solutions. Our gross margin for the years ended December 31, 2025, 2024, and 2023 was 57.8%, 58.9%, and 54.4%, respectively.
The major components of cost of revenues are represented in the following table as percentages of revenues for the years ended December 31, 2025, 2024, and 2023, respectively:
Year ended December 31,
(Cost component as a % of revenue) 2025 2024 2023
Third-party hosting services 5.2 % 5.9 % 7.5 %
Direct costs of bill-pay and other third-party intellectual property 18.9 % 18.2 % 17.4 %
Implementation and client support teams 8.9 % 9.6 % 12.7 %
Development team (maintenance and updates) 2.9 % 3.6 % 3.3 %
Amortization 4.4 % 2.2 % 2.5 %
Stock-based compensation 1.9 % 1.6 % 2.1 %
Depreciation - % - % 0.1 %
Operating Expenses
Research and Development. Research and development costs consist primarily of personnel-related costs for our engineering, information technology and product employees, including salaries, bonuses, other incentive-related compensation, employee benefits and stock-based compensation. In addition, we also include third-party contractor expenses, software development and testing tools, allocated corporate expenses and other expenses related to developing new solutions and upgrading and enhancing existing solutions. We expect research and development costs to increase as we expand our platform with new features and functionality, as well as enhance the existing Alkami Digital Sales & Service Platform.
Sales and Marketing. Sales and marketing expenses consist primarily of personnel-related costs of our sales, marketing and our client success employees, including salaries, bonuses, commissions, other incentive-related compensation, employee benefits and stock-based compensation. Sales and marketing expenses also include travel and related costs, outside consulting fees and marketing programs, including lead generation, costs of our annual client conference, advertising, trade shows and other event expenses. We expect sales and marketing expenses will continue to increase as we expand our direct sales teams to pursue our market opportunity.
General and Administrative. General and administrative expenses consist primarily of personnel-related costs for our executive, finance, legal, human resources, information technology, security and compliance and other administrative employees, including salaries, bonuses, commissions, other incentive-related compensation, employee benefits and stock-based compensation. General and administrative expenses also include accounting, auditing and legal professional services fees, secondary offering related expenses, stockholder matters related expenses, travel and other unallocated corporate-related expenses, such as the cost of our facilities, employee relations, corporate telecommunication and software. We expect that general and administrative expenses will continue to increase as we scale our business and as we incur costs associated with being a publicly traded company, including legal, audit, business insurance and consulting fees. However, we expect that general and administrative expenses will decrease as a percentage of revenue over the long term.
Acquisition-Related Expenses. Acquisition-related expenses are primarily related to insurance, legal, consulting and professional fees incurred for the acquisition of MANTL.
Amortization of Acquired Intangibles. Amortization of acquired intangibles represents the amortization of intangible assets recorded in connection with our business acquisitions, which are amortized on a straight-line basis over the estimated useful lives of the related assets.
Loss on Impairment of Intangible Assets. Loss on impairment of intangible assets related to the impact of the acquisition of MANTL to certain historical developed technology, customer relationships and capitalized developed software assets.
Non-operating Income (Expense)
Non-operating income (expense) consists primarily of interest income from our cash balances, interest expense from borrowings under our Revolving Facility and 2030 Convertible Notes, amortization of debt discount and deferred debt costs, unrealized gains or losses on marketable securities and realized gains on sales of marketable securities.
(Benefit from) Provision for Income Taxes
Our effective tax rate differs from the statutory tax rate primarily due to the impact of the valuation allowance against our deferred tax assets and state tax expense. As a result of our valuation allowance, (benefit from) provision for income taxes consists primarily of state income taxes and deferred taxes related to the tax amortization of acquired goodwill, offset by a deferred tax benefit attributable to the partial release of the Company's pre-existing valuation allowance related to the MANTL business combination. See Notes 3 and 10 of the Notes to the Consolidated Financial Statements for further information.
Results of Operations
The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this filing. The following table presents our selected consolidated statements of operations data for the years ended December 31, 2025, 2024, and 2023.
Year ended December 31,
($ in thousands, except share and per share amounts) 2025 2024 2023
Revenues $ 443,639 $ 333,849 $ 264,831
Cost of revenues(1)(2)
187,040 137,219 120,720
Gross profit 256,599 196,630 144,111
Operating expenses(2):
Research and development 118,396 96,211 84,661
Sales and marketing 80,141 59,765 48,557
General and administrative 100,892 83,650 72,900
Acquisition-related expenses 3,463 195 263
Amortization of acquired intangibles 5,688 1,435 1,435
Loss on impairment of intangible assets 1,655 - -
Total operating expenses 310,235 241,256 207,816
Loss from operations
(53,636) (44,626) (63,705)
Non-operating income (expense):
Interest income 4,160 4,560 8,095
Interest expense (9,486) (461) (7,384)
Gain on financial instruments - - 534
Loss on extinguishment of debt - - (409)
Loss before income taxes
(58,962) (40,527) (62,869)
(Benefit from) provision for income taxes (11,310) 308 44
Net loss
$ (47,652) $ (40,835) $ (62,913)
(1) Includes amortization of acquired technology of $16.6 million, $5.4 million, and $5.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.
(2) Includes stock-based compensation expenses as follows:
Year ended December 31,
($ in thousands) 2025 2024 2023
Cost of revenues $ 8,260 $ 5,366 $ 5,584
Research and development 22,510 17,279 15,995
Sales and marketing 13,535 9,049 7,220
General and administrative 35,793 27,743 22,432
Total stock-based compensation expenses $ 80,098 $ 59,437 $ 51,231
The following table presents our reconciliation of GAAP net loss to adjusted EBITDA for the periods indicated.
Year ended December 31,
($ in thousands) 2025 2024 2023
Net loss $ (47,652) $ (40,835) $ (62,913)
(Benefit from) provision for income taxes (11,310) 308 44
Gain on financial instruments - - (534)
Interest expense (income), net 5,326 (4,099) (711)
Depreciation and amortization 26,912 10,508 10,631
Stock-based compensation expense 80,098 59,437 51,231
Secondary offering related expenses(1)
- 1,337 -
Acquisition-related expenses 3,463 195 263
Loss on extinguishment of debt - - 409
Loss on impairment of intangible assets 1,655 - -
Stockholder matters related expenses(2)
599 - -
Adjusted EBITDA(3)
$ 59,091 $ 26,851 $ (1,580)
(1) Pursuant to the requirements of the Fourth Amended and Restated Investors' Rights Agreement, dated as of September 24, 2020, by and among the Company and the investors listed therein, the Company incurred secondary offering related expenses on behalf of the Selling Stockholders related to the offerings closed on August 12, 2024 and November 8, 2024.
(2) Stockholder matters related expenses consist primarily of legal, consulting, advisory fees, and other related costs to stockholder matters that are outside of the ordinary course of our business. We believe such expenses do not have a direct correlation to the operation of our business and may vary in size depending on timing, nature, and resolution of such stockholder matters.
(3) Adjusted EBITDA is a non-GAAP financial measure and should not be considered an alternative to GAAP net loss as a measure of operating performance or as a measure of liquidity. For additional information regarding adjusted EBITDA, see "Key Business Metrics."
Key Business Metrics
Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure and should not be considered an alternative to GAAP net loss as a measure of operating performance or as a measure of liquidity. We define adjusted EBITDA as net loss before (benefit from) provision for income taxes; gain on financial instruments; interest expense (income), net; depreciation and amortization; stock-based compensation expense; secondary offering related expenses; acquisition-related expenses; loss on extinguishment of debt; loss on impairment of intangible assets; and stockholder matters related expenses. We believe adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations.
Annual Recurring Revenue (ARR). We calculate ARR by aggregating annualized recurring revenue related to SaaS subscription services recognized in the last month of the reporting period, as well as the next 12 months of expected implementation services revenues in the last month of the reporting period. We believe ARR provides important information about our future revenue potential, our ability to acquire new clients, and our ability to maintain and expand our relationship with existing clients.
Registered Users. We define a registered user as an individual or business related to an account holder of an FI client on our digital banking platform and has access as of the last day of the reporting period presented. We exclude individuals or businesses that solely use the products and services of our acquisitions. We price our digital banking platform based on the number of registered users, so as the number of registered users of our digital banking platform increases, our ARR grows. We believe growth in the number of registered users provides important information about our ability to expand market adoption of our digital banking platform and its associated software products, and therefore to grow revenues over time.
Revenue per Registered User (RPU).We calculate RPU by dividing ARR as of the last day of the reporting period by the number of registered users as of the last day of the reporting period. We believe RPU provides important information about our ability to grow the number of software products adopted by new clients over time, as well as our ability to expand the number of software products that our existing clients add to their contracts with us over time.
Comparison of the years ended December 31, 2025 and 2024
Revenues
Year ended December 31,
Change
($ in thousands) 2025 2024 $ %
Revenues $ 443,639 $ 333,849 $ 109,790 32.9 %
December 31,
2025 2024
Annual Recurring Revenue (ARR) $ 480,346 $ 355,874 $ 124,472 35.0 %
Registered Users 22,406 19,984 2,422 12.1 %
Revenue per Registered User (RPU) $ 21.44 $ 17.81 $ 3.63 20.4 %
Revenues increased $109.8 million, or 32.9%, for 2025 compared to 2024.
The increase of $109.8 million in revenues for the year ended December 31, 2025 was primarily driven by an increase of $102.4 million in SaaS subscription services revenues due to user growth on our Digital Banking Platform, new client implementations, and selling additional solutions to existing clients as well as a $5.0 million increase in implementation services revenues. The revenue contribution from the MANTL acquisition was $34.9 million for the year ended December 31, 2025.
Cost of Revenues
Year ended December 31,
Change
($ in thousands) 2025 2024 $ %
Cost of revenues $ 187,040 $ 137,219 $ 49,821 36.3 %
Percentage of revenues 42.2 % 41.1 % 1.1 % 2.7 %
Cost of revenues increased $49.8 million, or 36.3%, for 2025 compared to 2024. The increase in cost of revenues was primarily driven by $22.9 million in higher costs of our third-party partners where we resell their solutions as part of the digital platform, an $12.1 million increase in personnel-related costs (which includes stock-based compensation of $2.9 million, of which $1.0 million was related to certain unvested equity awards settled in cash in conjunction with the acquisition of MANTL), an $11.2 million increase in amortization of intangible assets, primarily related to the acquisition of MANTL, and $3.5 million in higher hosting costs. We generated a gross margin of 57.8% for 2025 compared to a gross margin of 58.9% for 2024. The driver for the decrease in gross margin for the year ended December 31, 2025 compared to the same period in 2024 is primarily related to the increased amortization of intangible assets included in cost of revenues due to the acquisition of MANTL.
Operating Expenses
Year ended December 31,
Change
($ in thousands) 2025 2024 $ %
Research and development $ 118,396 $ 96,211 $ 22,185 23.1 %
Sales and marketing 80,141 59,765 20,376 34.1 %
General and administrative 100,892 83,650 17,242 20.6 %
Acquisition-related expenses 3,463 195 3,268 1675.9 %
Amortization of acquired intangibles 5,688 1,435 4,253 296.4 %
Loss on impairment of intangible assets 1,655 - 1,655 100.0 %
Total operating expenses $ 310,235 $ 241,256 $ 68,979 28.6 %
Percentage of revenues 69.9 % 72.3 %
Research and Development
Research and development expenses increased $22.2 million, or 23.1%, for 2025 compared to 2024, primarily due to a $20.4 million increase in personnel-related costs (which includes stock-based compensation of $5.2 million) associated with headcount growth, $1.5 million in higher hosting costs, and $1.3 million in higher software costs. These expenses were partially offset by an increase of $1.3 million in capitalized development costs.
Sales and Marketing
Sales and marketing expenses increased $20.4 million, or 34.1%, for 2025 compared to 2024. The increase was primarily due to an $15.5 million increase in personnel-related costs (which includes stock-based compensation of $4.5 million) associated with headcount growth in our sales and marketing teams. In addition, we incurred $1.4 million in higher travel costs for our sales team, $1.3 million in higher consulting costs, and $1.0 million in higher costs related to industry conferences and trade shows.
General and Administrative
General and administrative expenses increased $17.2 million, or 20.6%, for 2025 compared to 2024. The increase was primarily due to a $14.6 million increase in personnel-costs (which includes stock-based compensation of $8.1 million) associated with headcount growth and higher software costs of $2.2 million.
Acquisition-related expenses
Acquisition-related expenses increased $3.3 million for 2025 compared to 2024 primarily related to insurance, legal, consulting, and professional fees incurred for the acquisition of MANTL.
Amortization of Acquired Intangibles
Amortization of acquired intangibles was $5.7 million and $1.4 million for the years ended December 31, 2025 and 2024 respectively. Amortization of acquired intangibles increased for the years ended December 31, 2025 compared to 2024, primarily due to the acquisition of intangible assets as part of the acquisition of MANTL in March 2025 and related additional amortization.
Loss on Impairment of Intangible Assets
Loss on impairment of intangible assets was $1.7 million for the year ended December 31, 2025, related to impairment of certain historical developed technology intangible assets, customer relationship intangible assets, and capitalized developed software assets (included in property and equipment, net on the consolidated balance sheets) as a result of the acquisition of MANTL.
Non-Operating Income (Expense)
Non-operating expense increased $9.4 million for 2025 compared to 2024, primarily due to a $9.4 million increase in net interest expense related to the 2030 Convertible Notes and Revolving Facility.
(Benefit from) Provision for Income Taxes
The Company recorded a benefit from income taxes of $11.3 million and a provision for income taxes of $0.3 million for the years ended December 31, 2025 and 2024 respectively, resulting in an effective tax rate of 19.2% and (0.8)% for 2025 and 2024, respectively.
The Company's effective tax rates for the years ended December 31, 2025 and 2024 differ from the statutory tax rate primarily due to the impact of the valuation allowance against its deferred tax assets and state tax expense, offset by a deferred tax benefit attributable to the partial release of the Company's pre-existing valuation allowance related to the MANTL business combination.
The acquisition of MANTL resulted in the recognition of a net deferred tax liability of $12.6 million. See Note 3 of the Notes to the
Consolidated Financial Statements for further information. Prior to the business combination, MANTL had a full valuation allowance on its net deferred tax assets. The net deferred tax liability generated from the business combination is considered an additional source of income to support the realizability of the Company's pre-existing deferred tax assets. As a result, the Company released a portion of the pre-existing valuation allowance against the deferred tax assets and recorded a provisional deferred tax benefit of $12.0 million.
Liquidity and Capital Resources
As of December 31, 2025, we had $99.1 million in cash and cash equivalents and marketable securities, and an accumulated deficit of $523.9 million. Our net losses have been driven by our investments in developing our Digital Sales & Service Platform, expanding our sales, marketing and implementation organizations, and scaling our administrative functions to support our rapid growth.
We funded the acquisition of MANTL through the issuance of the 2030 Convertible Notes, borrowings on our revolving facility under the Amended Credit Agreement (the "Revolving Facility"), and cash from our balance sheet.
We have financed our operations primarily through cash generated from the sale of SaaS subscription services. Our future capital requirements will depend on many factors, including revenue growth and costs incurred to support client usage and growth in our client base, increased research and development expenses to support the growth of our business and related infrastructure, increased general and administrative expenses associated with being a publicly traded company, investments in office facilities and other capital expenditure requirements and any potential future acquisitions or other strategic transactions.
We believe that our existing cash resources, including our Revolving Facility, will be sufficient to finance our continued operations, growth strategy, planned capital expenditures and the additional expenses we expect to incur as a public company for the short term (at least the next 12 months) and longer term (beyond the next 12 months). We may, from time to time, seek to raise additional capital to support our growth, including fund acquisitions, as we did with the issuance of the 2030 Convertible Notes to fund, in part, the acquisition of MANTL. Any equity financing we may undertake could be dilutive to our existing stockholders, and any additional debt financing we may undertake could require debt service and financial and operational requirements that could adversely affect our business.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
Year ended December 31,
(in thousands) 2025 2024
Net cash provided by operating activities $ 42,906 $ 18,597
Net cash (used in) provided by investing activities $ (397,594) $ 23,041
Net cash provided by financing activities $ 323,786 $ 11,794
Net Cash Provided by Operating Activities
During the year ended December 31, 2025, net cash provided by operating activities was $42.9 million, which consisted of a net loss of $47.7 million, adjusted by non-cash charges of $94.1 million, and net cash outflows from the change in net operating assets and liabilities of $3.5 million. The non-cash charges were primarily comprised of depreciation and amortization expense of $26.9 million, stock-based compensation expense of $76.2 million (exclusive of $3.9 million of stock-based compensation expense for unvested equity awards settled in cash related to MANTL acquisition), loss on impairment of intangible assets of $1.7 million, and net other non-cash charges of $1.1 million, partially offset by deferred taxes of $11.8 million. The net cash outflows from the change in our net operating assets and liabilities were primarily due to an $12.3 million increase in deferred costs, an $11.3 million increase in accounts receivable, and a $9.4 million increase in prepaid expenses and other assets, partially offset by a $19.7 million increase in accounts payable and accrued liabilities, and a $9.7 million increase in deferred revenues.
During the year ended December 31, 2024, net cash provided by operating activities was $18.6 million, which consisted of a net loss of $40.8 million, adjusted by non-cash charges of $69.2 million, and net cash outflows from the change in net operating assets and liabilities of $9.8 million. The non-cash charges were primarily comprised of depreciation and amortization expense of $10.5 million, stock-based compensation expense of $59.4 million, partially offset by accrued interest on marketable securities of $1.1 million. The net cash outflows from the change in our net operating assets and liabilities were primarily due to an $8.6 million increase in deferred costs, $4.0 million increase in prepaid expenses and other assets, and a $3.2 million increase in accounts receivable, partially offset by a $3.3 million increase in accounts payable and accrued liabilities, and a $2.7 million increase in deferred revenues.
Net Cash (Used in) Provided by Investing Activities
During the year ended December 31, 2025, net cash used in investing activities was $397.6 million, primarily consisting of $375.5 million related to our acquisition of MANTL, $45.2 million for the purchase of marketable securities, $7.1 million related to capitalized software development costs and capital expenditures related to updates for computer and other equipment of $1.5 million, partially offset by $31.8 million in proceeds from sales, maturities, and redemptions of marketable securities.
During the year ended December 31, 2024, net cash provided by investing activities was $23.0 million, primarily consisting of $71.3 million in proceeds from sales, maturities, and redemptions of marketable securities, partially offset by $40.4 million for the purchase of marketable securities, $6.7 million related to capitalized software development costs, and capital expenditures related to updates for computer and other
equipment of $1.2 million.
Net Cash Provided by Financing Activities
For the year ended December 31, 2025, net cash provided by financing activities was $323.8 million, which was primarily due to proceeds of $335.5 million from the issuance of the 2030 Convertible Notes, proceeds of $60.0 million from revolver loan borrowings, $5.3 million in proceeds from issuances under the Employee Stock Purchase Plan ("ESPP"), and $3.7 million in proceeds from the exercise of stock options to purchase 0.5 million shares of our common stock, partially offset by $45.0 million of payments on the revolving loan, $33.9 million paid for the Capped Calls, and $1.9 million of debt issuance costs paid.
For the year ended December 31, 2024, net cash provided by financing activities was $11.8 million, which was primarily due to proceeds of $20.2 million from stock option exercises to purchase 2.6 million shares of common stock and proceeds from issuances under the ESPP of $4.7 million, partially offset by payments for taxes related to net settlement of equity awards of $12.8 million and debt issuance costs of $0.4 million.
Debt Transactions
On February 27, 2025, the Company entered into the Third Amendment and subsequently borrowed $60 million on the Revolving Facility during March 2025, with the proceeds used for the acquisition of MANTL. As of December 31, 2025, $15 million remained outstanding on the Revolving Facility. Refer to Note 8 of the Notes to the Consolidated Financial Statements for more information regarding the Amended Credit Agreement.
On March 13, 2025, the Company issued $345 million 2030 Convertible Notes. The Notes were issued pursuant to, and are governed by, an indenture (the "Indenture"), dated as of March 13, 2025, between the Company and the Trustee. In connection with the issuance of the 2030 Convertible Notes, the Company entered into the Capped Calls. Refer to Note 8 of the Notes to the Consolidated Financial Statements for more information regarding the 2030 Convertible Notes and Capped Calls.
Total interest expense, including commitment fees and unused line fees, was $9.5 million, $0.5 million and $7.4 million for the years ended December 31, 2025, 2024, and 2023, respectively. Interest expense related to the 2030 Convertible Notes and Revolving Facility was $5.8 million and $2.8 million for the year ended December 31, 2025, respectively.
In conjunction with closing the Amended and Restated Credit Agreement in 2022, First Amendment in 2023, Second Amendment in 2024, and Third Amendment in March 2025, we incurred issuance costs of $0.9 million, $0.3 million, $0.4 million, and $0.9 million, respectively, which were deferred and scheduled to be amortized over the remaining term of the agreement. In conjunction with the issuance of the 2030 Convertible Notes, the Company recognized an original issue discount of $9.5 million and debt issuance costs of $0.9 million, which were capitalized as components of the carrying amount and included in Convertible senior notes, net in the consolidated balance sheets. See Note 8 to the Notes to the Consolidated Financial Statements for additional information.
Unamortized discounts and debt issuance costs totaled $10.0 million and $0.5 million as of December 31, 2025 and 2024, respectively. Amortization expense related to unamortized discounts and debt issuance costs (included in interest expense in the consolidated statements of operations) totaled $2.0 million, $0.2 million, and $0.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Off-Balance Sheet Arrangements
During the periods presented, we did not have, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Contractual Obligations and Commitments
The Company believes it has sufficient liquidity to fund its operations and meet its short-term and long-term obligations. The Company's material future obligations include the contractual and purchase commitments described below.
We have material future purchase commitments for services, which are legally binding and that specify all significant terms including price and/or quantity. Total future commitments for these obligations over the next five years is $77.5 million. Of this amount, $44.4 million is due within the next 12 months. Refer to Note 13 of the Notes to the Consolidated Financial Statements for further details.
Additionally, we have operating leases for real estate and equipment that include future minimum payments with initial terms of one year or more. Total future operating lease payments at December 31, 2025 are $23.2 million. Within the next 12 months, operating lease payments are expected to be $2.8 million. Refer to Note 14 of the Notes to the Consolidated Financial Statements for further details.
Critical Accounting Policies and Significant Judgments and Estimates
In preparing our consolidated financial statements in conformity with U.S. GAAP, we must make decisions that impact the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgments based on our understanding and analysis of relevant circumstances, historical experience, and actuarial valuations. Actual amounts could differ from those estimated at the time the consolidated financial statements are prepared.
Our most significant accounting policies, including Revenue Recognition and Business Combinations, are described in Note 2 of the Notes to the Consolidated Financial Statements. Some of those significant accounting policies require us to make difficult, subjective, or complex judgments, or estimates. An accounting estimate is considered to be critical if it meets both of the following criteria: (i) the estimate requires assumptions about matters that are highly uncertain at the time the accounting estimate is made, and (ii) different estimates reasonably could have been used, or changes in the estimate that are reasonably likely to occur from period to period may have a material impact on the presentation of our financial condition, changes in financial condition, or results of operations. Our most critical accounting estimates include the following:
Revenue Recognition
The Company derives substantially all of its revenues from SaaS subscription services charged for the use of its digital sales and service solutions. SaaS subscription services are generally recognized as revenue over the term of the contract as a series of distinct SaaS services bundled into a single performance obligation.
Clients are typically charged a one-time, upfront implementation fee and recurring annual and monthly access fees for the use of the Company's Digital Sales and Service solution. Implementation and integration of the digital sales and service platform is complex, and the Company has determined that the one-time, upfront services are not distinct from the related SaaS subscription services. In determining whether implementation services are distinct from subscription services, the Company considered various factors including the significant level of integration, interdependency, and interrelation between the implementation and subscription service, as well as the inability of the clients' personnel or other service providers to perform significant portions of the services. As a result, the Company defers any upfront fees associated with implementation services and recognizes such amounts over time on a ratable basis as one performance obligation with the underlying subscription revenue commencing when the client goes live on the platform, which corresponds with the date the client obtains access to the Company's digital sales and service solution and begins to benefit from the service.
The Company's performance obligation for the SaaS series of services includes standing ready over the term of the contract to provide access to all of the clients' users and process any transactions initiated by those users. The Company primarily invoices clients each month for the contracted minimum number of registered users with an additional amount for users in excess of those minimums. The Company recognizes variable consideration related to registered user counts in excess of the contractual minimum amounts each month in the period in which the uncertainty is resolved, to the extent it is probable that a significant reversal will not occur. SaaS subscription revenues also include annual and monthly charges for maintenance and support services that are recognized over the subscription term. In certain enterprise license arrangements, customers are provided unlimited access to the Company's SaaS platform over the contractual term without minimum user tiers or excess usage pricing. These arrangements represent a stand-ready obligation to provide continuous access over the contract term and are accounted for as a series of distinct services satisfied over time. Total fixed consideration specified in the contract, including fixed annual escalators, is recognized ratably over the contractual term, regardless of the timing of invoicing.
Business Combinations
Our acquisitions are accounted for using the acquisition method of business combinations accounting. We recognize the consideration transferred (i.e., purchase price) in a business combination as well as the acquired business' identifiable assets, liabilities, and any non-controlling interests at their acquisition date fair value. The excess of the consideration transferred over the fair value of the identifiable assets, liabilities, and non-controlling interest, is recorded as goodwill in our consolidated financial statements. Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. We use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Our estimates are inherently uncertain and subject to refinement. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to our preliminary estimates to goodwill; provided that we are within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. We use all available information to estimate fair values. We typically engage outside appraisal firms to assist in the fair value determination of identifiable intangible assets and any other significant assets or liabilities.
Recently Issued Accounting Pronouncements
See Note 2 of the Notes to the Consolidated Financial Statements for a discussion of recent accounting pronouncements and future application of accounting standards.
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