CCC Intelligent Solutions Holdings Inc.
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 29, 2026
CCC$7.68+0.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001193125-26-324993
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-29.
0001193125-26-437061
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 114 previous paragraphs and 118 current paragraphs.
71 unchanged; 36 reworded; 10 added; 7 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Pending Take-Private Merger
Current report
On October 14, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mozart Parent, LLC (“Parent”), and Mozart Merger Sub (DE), Inc., a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
Current report
At the effective time of the Merger, each issued and outstanding share of the Company’s common stock, other than certain excluded shares specified in the Merger Agreement, will be converted into the right to receive $7.75 in cash, without interest and subject to applicable withholding taxes. The Company’s board of directors unanimously approved the Merger Agreement, with respect to all directors present, and resolved to recommend that the Company’s stockholders adopt the Merger Agreement.
Current report
The consummation of the Merger is subject to customary closing conditions, including adoption of the Merger Agreement by the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote thereon, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the absence of any law, injunction or order prohibiting the consummation of the Merger. The Merger is not subject to a financing condition and is expected to close in the first quarter of 2027. Upon completion of the Merger, the Company’s common stock will no longer be listed on The Nasdaq Stock Market LLC, and the Company will become a privately held company.
Current report
Cost of revenues increased by $1.9 million to $76.1 million, or 2.6%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025.
Current report
Selling and marketing expense decreased by $6.2 million to $38.0 million, or 14.0%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This decrease was primarily due to a $2.7 million decrease in stock-based compensation, a $2.0 million decrease in personnel-related costs, and a $1.1 million decrease in professional service costs.
Current report
General and administrative expense increased by $3.7 million to $51.0 million, or 7.9%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase was primarily due to a $3.7 million increase in professional service costs, a $2.3 million increase in personnel-related costs, and a $1.4 million increase in IT related costs, partially offset by a $2.6 million decrease in stock-based compensation and a $1.1 million decrease in other business taxes.
Current report
Cost of revenues increased by $16.6 million to $223.8 million, or 8.0% for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.
Current report
Amortization of acquired technologies was $13.1 million for the nine months ended September 30, 2026 and nine months ended September 30, 2025.
Current report
Amortization of intangible assets was $55.5 million for the nine months ended September 30, 2026 and 2025.
Removed paragraphs (7)
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
Amortization of Acquired Technologies
Previous report
Amortization of acquired technologies was $8.7 million for the six months ended June 30, 2026 and six months ended June 30, 2025.
Previous report
Amortization of intangible assets was $37.0 million for the six months ended June 30, 2026 and 2025.
Reworded paragraphs (36)
Previous wording
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.
Current wording
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, 15 of the top 15 automotive manufacturers based on vehicles in operation, and numerous other companies that participate in the insurance economy.
Previous wording
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.
Current wording
Revenues increased by $27.0 million to $294.1 million, or 10.1%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The Company’s software subscription revenues accounted for $281.5 million and $256.7 million, or 96% of total revenue, during the three months ended September 30, 2026 and 2025, respectively.
Previous wording
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.
Current wording
Cost of revenues, exclusive of amortization of acquired technologies, increased by $1.9 million to $71.7 million, or 2.8%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase was primarily due to a $2.4 million increase in personnel-related costs and a $1.0 million increase in third-party fees and direct costs associated with revenue growth, partially offset by a $2.1 million decrease in depreciation expense.
Previous wording
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.
Current wording
Gross profit increased by $25.0 million to $218.0 million, or 13.0%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. Our gross profit margin was 74.1% for the three months ended September 30, 2026, compared to 72.2% for the three months ended September 30, 2025. The increase in gross profit was due to increased software subscription revenues and economies of scale resulting from fixed cost arrangements.
Previous wording
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.
Current wording
Research and development expense increased by $0.1 million to $53.0 million, or 0.2%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase was primarily due to a $2.9 million increase in personnel-related costs and a $1.2 million increase in information technology ("IT") related costs, partially offset by a $2.5 million decrease in stock-based compensation expense and a $1.6 million increase in the amount of capitalized time on platform and customer solution enhancements.
Previous wording
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.
Current wording
Interest expense increased by $2.8 million to $20.9 million, or 15.5%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase was primarily 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.
Previous wording
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.
Current wording
Interest income increased by $0.3 million to $1.4 million, or 28.2%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily reflecting higher interest earned on interest-bearing deposits and money market funds during the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
Previous wording
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.
Current wording
We recognized other income—Net of $2.1 million for the three months ended September 30, 2026 compared to other income—Net of $0.5 million for the three months ended September 30, 2025. The income recognized during the three months ended September 30, 2026 was primarily due to the increase in the fair value of derivative instrument assets, driven by the fair value of the Company’s three interest rate swap agreements. The income recognized during the three months ended September 30, 2025 was primarily due to the increase in the fair value of derivative instruments of the Company's three interest rate swap agreements entered into during the three months ended September 30, 2025.
Previous wording
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.
Current wording
The Company recognized an income tax provision of $9.7 million and $15.4 million for the three months ended September 30, 2026 and 2025, respectively. The income tax provision during the three months ended September 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, partially offset by the tax impact related to estimated research and development credits. The income tax provision during the three months ended September 30, 2025 was primarily due to the Company’s pre-tax book income, as well as the tax impact related to stock-based compensation expense, partially offset by the tax impact related to estimated research and development credits.
Previous wording
Comparison of thesix months ended June 30, 2026 to the six months ended June 30, 2025
Current wording
Comparison of thenine months ended September 30, 2026 to the nine months ended September 30, 2025
Previous wording
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.
Current wording
Revenues increased by $82.2 million to $861.3 million, or 10.5%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The Company’s software subscription revenues accounted for $825.6 million and $749.8 million, or 96% of total revenue, during the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
Cost of revenues, exclusive of amortization of acquired technologies, increased by $16.6 million to $210.7 million, or 8.6%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase was primarily due to an $8.6 million increase in IT related costs, a $7.5 million increase in personnel-related costs, a $3.8 million increase in third-party fees and direct costs associated with revenue growth, partially offset by a decrease of $2.4 million in stock-based compensation and a decrease of $1.7 million in depreciation expense.
Previous wording
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.
Current wording
Gross profit increased by $65.5 million to $637.5 million, or 11.5%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. Our gross profit margin was 74.0% for the nine months ended September 30, 2026, compared to 73.4% for the nine months ended September 30, 2025. The increase in gross profit was due to increased software subscription revenues and economies of scale resulting from fixed cost arrangements.
Previous wording
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.
Current wording
Research and development expense decreased by $16.1 million to $158.6 million, or 9.2%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease was primarily due to a $11.5 million decrease in stock-based compensation expense, a $5.7 million increase in the amount of capitalized time on platform and customer solution enhancements, and a $3.7 million decrease in IT related costs partially offset by a $5.9 million increase in personnel related costs.
Previous wording
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.
Current wording
Selling and marketing expense decreased by $15.0 million to $120.9 million, or 11.1%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease was due to a $12.0 million decrease in stock-based compensation and a $1.8 million decrease in personnel-related costs.
Previous wording
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.
Current wording
General and administrative expense decreased by $13.4 million to $148.7 million, or 8.3%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease was primarily due to a $26.6 million decrease in stock-based compensation, partially offset by a $6.9 million increase in personnel related costs and $4.8 million increase in IT related costs.
Previous wording
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.
Current wording
Interest expense increased by $8.7 million to $61.6 million, or 16.4%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase was primarily 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.
Previous wording
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.
Current wording
Interest income decreased by $1.2 million to $3.1 million, or 27.9%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, due to lower average balances on interest-earning deposits and money market funds during the nine months ended September 30, 2026 as compared to the same period in the prior year.
Previous wording
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 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.
Current wording
September 30, 2026 was primarily due to the increase in the fair value of derivative instruments, driven by the fair value increase of the Company’s three interest rate swap agreements. The expense recognized during the nine months ended September 30, 2025 was primarily due to the change in fair value and decrease in income of derivative instruments during the nine months ended September 30, 2025.
Previous wording
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.
Current wording
The Company recognized an income tax provision of $37.5 million and an income tax benefit of $5.1 million for the nine months ended September 30, 2026 and 2025, respectively. The income tax provision during the nine months ended September 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 during the nine months ended September 30, 2025 was primarily due to the Company’s pre-tax book loss, as well as the tax rate impact of non-deductible stock-based compensation expense.
Previous wording
The following table reconciles Gross Profit to Adjusted Gross Profit for the three and six months ended June 30, 2026 and 2025:
Current wording
The following table reconciles Gross Profit to Adjusted Gross Profit for the three and nine months ended September 30, 2026 and 2025:
Previous wording
The following table reconciles operating expenses to Adjusted Operating Expenses for the three and six months ended June 30, 2026 and 2025:
Current wording
The following table reconciles operating expenses to Adjusted Operating Expenses for the three and nine months ended September 30, 2026 and 2025:
Previous wording
The following table reconciles operating income (loss) to Adjusted Operating Income for the three and six months ended June 30, 2026 and 2025:
Current wording
The following table reconciles operating income (loss) to Adjusted Operating Income for the three and nine months ended September 30, 2026 and 2025:
Previous wording
The following table reconciles net income (loss) to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:
Current wording
The following table reconciles net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025:
Previous wording
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:
Current wording
The following table reconciles net income (loss) to Adjusted Net Income and Adjusted Earnings per Share for the three and nine months ended September 30, 2026 and 2025:
Previous wording
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:
Current wording
The following table reconciles net cash provided by operating activities to Free Cash Flow for the three and nine months ended September 30, 2026 and 2025:
Previous wording
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.
Current wording
We have financed our operations with cash flows from operations. The Company generated $259.5 million of cash flows from operating activities during the nine months ended September 30, 2026. As of September 30, 2026, the Company had cash and cash equivalents of $202.9 million, a working capital surplus of $218.1 million and an accumulated deficit totaling $1,729.1 million. As of September 30, 2026, the Company had $1,281.2 million aggregate principal outstanding on its term loan.
Previous wording
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.
Current wording
Although we are not currently a party to any material definitive agreement regarding potential investments in, or acquisitions of, complementary businesses, applications or technologies, subject to the restrictions in the Merger Agreement, which limit, among other things, certain acquisitions, investments, capital expenditures and incurrences of indebtedness without Parent’s prior written consent, 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.
Previous wording
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 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.
Current wording
Our debt capital structure remained stable during the third quarter of 2026. As of September 30, 2026, we had $1,281.2 million outstanding under our senior secured term loan (“Term Loan”), compared to $1,291.0 million as of December 31, 2025. The reduction reflects approximately $10 million of principal repayments made during the first nine months of 2026, consisting of quarterly payments of approximately $3.3 million made in each of the first three quarters of the year. We did not incur any 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 September 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.
Previous wording
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.
Current wording
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 September 30, 2026 at about 5.8%, slightly lower than the weighted-average interest rate of 6.4% in the same period last year. The weighted-average interest rate represents the average rate on our outstanding borrowings during the period and 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.
Previous wording
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.
Current wording
We believe our current liquidity position and cash flow generation are sufficient to meet our ongoing debt service obligations and other funding requirements. At September 30, 2026, we held $202.9 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 September 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. While the Merger is pending, our use of cash, including for strategic opportunities and share repurchases, is subject to the restrictions in the Merger Agreement.
Previous wording
The following table provides a summary of cash flow data for the six months ended June 30, 2026 and 2025:
Current wording
The following table provides a summary of cash flow data for the nine months ended September 30, 2026 and 2025:
Previous wording
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.
Current wording
Net cash provided by operating activities was $259.5 million for the nine months ended September 30, 2026. Net cash provided by operating activities consists of a net income of $66.4 million, adjusted for $216.5 million of non-cash items, partially offset by a $23.1 million decrease in working capital. Significant non-cash adjustments include stock-based compensation expense of $93.8 million, depreciation and amortization of $110.8 million and deferred income taxes of $17.9 million, partially offset by a change in fair value of derivative instruments of $10.0 million. The change in working capital was primarily a result of a decrease in deferred revenue of $17.9 million due to the timing of revenue recognition.
Previous wording
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.
Current wording
Net cash used in investing activities was $53.0 million for the nine months ended September 30, 2026 due to $53.0 million of capitalized internally developed software projects and purchases of software, equipment, and property.
Previous wording
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.
Current wording
Net cash used in financing activities was $114.9 million for the nine months ended September 30, 2026 primarily due to $100.2 million for repurchases of common stock, $18.6 million of payments for employee tax liabilities related to the net share settlement of employee equity awards, and $9.8 million of principal payments of long-term debt, partially offset by proceeds received related to the exercise of stock options of $9.3 million.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
We recognized other income—net of $8.6 million for the nine months ended September 30, 2026 compared to other expense—net of $6.7 million for the nine months ended September 30, 2025. The income recognized during the nine months ended