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BLACKLINE, INC.

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

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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, 2025 · Filed Nov 7, 2025

BL$26.97+4.2%Stored close · as of Nov 9, 2026

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Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 –The Company

BlackLine, Inc. and its subsidiaries (the “Company” or “BlackLine”) provide intelligent financial accounting solutions delivered primarily as Software as a Service (“SaaS”). The Company’s solutions enable its customers to address various aspects of their critical processes, including financial close & consolidation, intercompany accounting, and invoice-to-cash.

The Company is a holding company and conducts its operations through its wholly-owned subsidiary, BlackLine Systems, Inc. (“BlackLine Systems”).

The Company is headquartered in Woodland Hills, California. The Company has other local offices in Pleasanton, California and New York, New York, as well as international office locations in Australia, Canada, France, Germany, India, Japan, Poland, Romania, Singapore, and the United Kingdom.

Note 2 –Basis of Presentation, Significant Accounting Policies, and Recently-Issued Accounting Pronouncements

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission (“SEC”) on February 21, 2025. The unaudited condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the unaudited condensed consolidated financial statements. The unaudited condensed consolidated balance sheet at December 31, 2024 was derived from audited financial statements, but does not include all disclosures required by GAAP. The operating results for the quarter and nine months ended September 30, 2025 are not necessarily indicative of the results expected for the full year ending December 31, 2025.

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

On an ongoing basis, management evaluates its estimates, primarily those related to determining the stand-alone selling price for separate deliverables in the Company’s subscription revenue arrangements, allowance for doubtful accounts, cancellations and credits, fair value of assets and liabilities assumed in a business combination, recoverability of goodwill and long-lived assets, useful lives associated with long-lived assets and right-of-use assets, income taxes, contingencies, fair value of the 0.00% Convertible Senior Notes due in 2026 and 1.00% Convertible Senior Notes due in 2029, redemption value of redeemable non-controlling interest, and the valuation and assumptions underlying stock-based compensation. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances. Actual results could differ from those estimates.

The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company at September 30, 2025 and through the date of this report. The accounting matters assessed included, but were not limited to, the allowance for credit losses and the carrying value of goodwill and other long-lived assets. While there was not a material impact to the Company’s unaudited condensed consolidated financial statements for the quarter and nine months ended September 30, 2025, the Company’s future assessment of these accounting matters and other factors could result in material impacts to the Company’s consolidated financial statements in future reporting periods.

Significant accounting policies

The Company’s significant accounting policies are detailed in “Note 2 - Basis of Presentation, Significant Accounting Policies, and Recently-Issued Accounting Pronouncements” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Except for the adoption of the policy related to derivative instruments discussed in “Note 6 - Balance Sheet Components”, there have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2025.

Recently-adopted accounting pronouncements

There have been no recently-adopted accounting pronouncements since the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Recently-issued accounting pronouncements not yet adopted

In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2025-06, Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software(“ASU 2025-06”). ASU 2025-06 removes all references to prescriptive and sequential software development stages. ASU 2025-06 requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose. For public business entities, ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures. The Company does not intend to early adopt.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses(“ASU 2024-03”), and in January 2025, the FASB issued Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date("ASU 2025-01"). ASU 2024-03 requires public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements. For public business entities, ASU 2024-03, as clarified by ASU 2025-01, is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within those annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company is currently evaluating the impact that the standard will have on the disclosures within its consolidated financial statements. The Company does not intend to early adopt.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. For public business entities, it is effective for annual periods beginning after December 15, 2024. The adoption of this standard only impacts annual disclosures and is not expected to have a material impact on the Company’s consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets(“ASU 2025-05”), which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets under Accounting Standards Codification 606, Revenue from Contracts with Customers. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. For public business entities, ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption of ASU 2025-05 is permitted. The Company does not expect ASU 2025-05 to have a material impact on the Company’s consolidated financial statements. The Company does not intend to early adopt.

Note 3 –Segment Information

Management has determined that the Company hasone operating and reportable segment. The Company provides subscription and support services that consist of a cloud-based platform designed to unify, automate, and streamline accounting and finance operations, and also provides professional services that consist of implementation and consulting services. The technology used in the subscription and support services is based on a single software platform that is deployed to and implemented by customers. The Company manages the business activities on a consolidated basis, and operating segments have not been aggregated. The accounting policies for the operating segment are consistent with those discussed in “Note 2 - Basis of Presentation, Significant Accounting

Policies, and Recently-Issued Accounting Pronouncements” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The Company’s Chief Operating Decision Maker (“CODM”) assesses performance for the operating segment and decides how to allocate resources based on the review of net income. The CODM uses net income, among other measures, for budgeting and resource allocation purposes. Expenses significant to the segment were determined to be cost of revenues, sales and marketing expenses, research and development expenses, general and administrative expenses, interest expense, and the provision for income taxes, all of which are presented in the unaudited condensed consolidated statements of operations for the quarters and nine months ended September 30, 2025 and 2024. During the quarter and nine months ended September 30, 2025, other significant expenses included depreciation expense of $8.1 million and $24.0 million, respectively, as well as amortization expense of $3.5 million and $10.6 million, respectively. During the quarter and nine months ended September 30, 2024, other significant expenses include depreciation expense of $7.7 million and $22.6 million, respectively, as well as amortization expense of $5.2 million and $15.6 million, respectively.

The Company’s intra-entity sales are eliminated upon consolidation. The Company disaggregates its revenue from contracts with customers by geographic location, as it believes it best depicts how the nature, amount, timing, and uncertainty of its revenues and cash flows are affected by economic factors.

The following table sets forth the Company’s revenues by geographic region (in thousands):

Quarter Ended September 30,Nine Months Ended September 30,
2025202420252024
United States$122,755$116,897$358,383$341,140
International55,53549,012158,863142,736
$178,290$165,909$517,246$483,876

No countries outside the United States (“U.S.”) represented 10% or more of total revenues.

The measure of segment assets is reported in the unaudited condensed consolidated balance sheets as total consolidated assets. The following table sets forth the Company’s long-lived assets, which consist of property and equipment, net, and operating lease right-of-use assets by geographic region (in thousands):

September 30,2025December 31,2024
United States$14,575$18,399
International22,37016,213
$36,945$34,612

Note 4 –Redeemable Non-Controlling Interest

In September 2018, the Company entered into an agreement with Japanese Cloud Computing and M30 LLC (the “Investors”) to engage in the investment, organization, management, and operation of BlackLine K.K. that is focused on the sale of the Company's products in Japan. The Company initially contributed approximately $4.5 million in cash in exchange for 51% of the outstanding common stock of BlackLine K.K. and subsequently invested a further $2.3 million, maintaining the Company's majority ownership of 51%. As the Company continues to control a majority stake in BlackLine K.K., the entity has been consolidated.

All of the common stock held by the Investors is callable by the Company or puttable by the Investors upon certain contingent events. Should the call or put option be exercised, the redemption value will be determined based upon a prescribed formula derived from the discrete revenues of BlackLine K.K. and the Company, and may be settled, at the Company’s discretion, with Company stock or cash. As a result of the put right available to the Investors in the future, the redeemable non-controlling interest in BlackLine K.K. is classified outside of permanent equity in the Company’s consolidated balance sheets, and the balance is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest's share of earnings, or its estimated redemption value. The resulting changes in the estimated redemption amount are recorded within retained earnings or, in the absence of retained earnings, additional paid-in capital.

Under the original terms of the agreement with Investors, all of the common stock was callable or puttable with an exercise date of January 1, 2026 (the “Exercise Date”). The Company and the Investors signed an agreement dated October 11, 2025, moving the Exercise Date to January 1, 2029.

Activity in the redeemable non-controlling interest was as follows (in thousands):

Quarter Ended September 30,Nine Months Ended September 30,
2025202420252024
Balance at beginning of period$35,000$32,068$36,483$30,063
Net income attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)1,6493202,7061,282
Foreign currency translation(72)23112726
Adjustment to redeemable non-controlling interest1,677(2,989)(1,062)(1,741)
Balance at end of period$38,254$29,630$38,254$29,630

Note 5 –Intangible Assets and Goodwill

The carrying value of intangible assets was as follows (in thousands):

September 30, 2025
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Trade name$15,977$(15,977)$—
Developed technology137,718(89,992)47,726
Customer relationships26,779(26,206)573
Defensive patent2,333(1,735)598
$182,807$(133,910)$48,897
December 31, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Trade name$15,977$(15,977)$—
Developed technology137,718(80,284)57,434
Customer relationships26,779(25,528)1,251
Defensive patent2,333(1,498)835
$182,807$(123,287)$59,520

The following table represents the changes in goodwill (in thousands):

Balance at December 31, 2024$448,965
Additions from acquisitions—
Balance at September 30, 2025$448,965

Note 6 –Balance Sheet Components

Investments in Marketable Securities

Investments in marketable securities, which are presented within current assets in the unaudited condensed consolidated balance sheets, consisted of the following (in thousands):

September 30, 2025
AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFair Value
Marketable securities
U.S. treasury securities$186,876$163$—$187,039
Commercial paper197,240——197,240
$384,116$163$—$384,279

The Company hadno marketable securities at December 31, 2024.

The Company’s marketable securities at September 30, 2025 have a contractual maturity of less than one year. All of the Company’s available-for-sale securities are available for use in current operations and are categorized as current assets. Refer to “Note 7 - Fair Value Measurements” for additional information.

The Company recognized accretion on its marketable securities of $3.1 million and $8.5 million in interest income for the quarter and nine months ended September 30, 2025, respectively. The Company recognized accretion on its marketable securities in interest income, and also recognized net gains and losses related to maturities of marketable securities that were reclassified from accumulated other comprehensive loss in interest income of $2.9 million and $18.1 million for the quarter and nine months ended September 30, 2024, respectively.

Net gains and losses are determined using the specific identification method. During the quarter and nine months ended September 30, 2025, the Company had no sales of marketable securities, and therefore, no related realized gains or losses were recognized in the unaudited condensed consolidated statements of operations. During the quarter and nine months ended September 30, 2024, there were nominal realized gains and losses related to sales of marketable securities recognized in the Company's unaudited condensed consolidated statements of operations.

There wereno marketable securities in a continuous loss position for greater than or less than 12 months at September 30, 2025.

The Company's marketable securities are considered to be of high credit quality and accordingly, there wasno allowance for credit losses related to marketable securities at September 30, 2025.

Other Assets

Deferred customer contract acquisition costs are included in other assets in the unaudited condensed consolidated balance sheets and totaled $86.6 million and $86.1 million at September 30, 2025 and December 31, 2024, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities were comprised of the following (in thousands):

September 30,2025December 31,2024
Accrued salaries and employee benefits$35,431$41,833
Accrued income and other taxes payable14,02411,297
Accrued restructuring costs2,049—
Other accrued expenses and current liabilities24,11718,444
$75,621$71,574

Derivative Instruments

The Company uses foreign currency forward contracts with an approximate maturity of one month to mitigate foreign currency exchange rate fluctuations on certain foreign currency-denominated monetary assets. Under ASC 815, Derivatives and Hedging, these transactions are not designated as hedging instruments.

The fair value of the forward contracts, estimated based on prevailing exchange rates of the various hedged currencies at the end of the period, is reported as either prepaid and other current assets or accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheets. At September 30, 2025, the total gross notional amount of forward contracts was $40.8 million. Refer to “Note 7 - Fair Value Measurements” for additional information on the fair value classification of the forward contracts.

For the quarter ended September 30, 2025, the net gain from the forward contracts was $0.4 million, and for the nine months ended September 30, 2025, the net loss from the forward contracts was $0.9 million, both of which were recorded in general and administrative expenses.

Cash flows from the settlement of the forward contracts are classified as operating activities in the unaudited condensed statements of cash flows.

Note 7 –Fair Value Measurements

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis by level, within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands):

September 30, 2025
Level 1Level 2Level 3Total
Cash equivalents
Money market funds$344,729$—$—$344,729
Marketable securities
U.S. treasury securities187,039——187,039
Commercial paper—197,240—197,240
Total assets$531,768$197,240$—$729,008
Liabilities
Foreign currency forward contracts$—$68$—$68
Total liabilities$—$68$—$68
December 31, 2024
Level 1Level 2Level 3Total
Cash equivalents
Money market funds$809,906$—$—$809,906
Total assets$809,906$—$—$809,906

The Company classified the marketable debt securities as available-for-sale debt securities at the time of purchase and reevaluated such classification at each balance sheet date. The valuation techniques used to measure the fair values of instruments that were classified as Level 1 were derived from quoted market prices for identical instruments in active markets. The valuation techniques used to measure the fair values of Level 2 instruments were derived from broker reports that utilized quoted market prices for similar instruments.

Foreign currency forward contracts are classified within the Level 2 value hierarchy, as the valuation inputs are not actively traded, and the valuation inputs are based on quoted market prices for similar instruments, including currency spot and forward rates.

Note 8 –Convertible Senior Notes

2029 Notes

At September 30, 2025, the Company had $675.0 million aggregate principal amount of the 1.00% 2029 Notes (the “2029 Notes” and, together with the 2026 Notes (as defined below), the “Notes”) outstanding. The 2029 Notes consisted of the following (in thousands):

September 30,2025December 31,2024
Liability:
Principal$675,000$675,000
Unamortized debt issuance costs(9,597)(11,494)
Net carrying amount$665,403$663,506

The effective interest rate of the 2029 Notes, excluding the conversion option, was 1.40% at September 30, 2025.

The Company carries the 2029 Notes at face value less unamortized debt issuance costs in the unaudited condensed consolidated balance sheets and presents the fair value for disclosure purposes only. The estimated fair value was determined based on the actual bids and offers of the 2029 Notes in an over-the-counter market on the last trading day of the period. The estimated fair value of the 2029 Notes, based on a market approach at September 30, 2025, was approximately $651.7 million, which represents a Level 2 valuation.

During the quarter ended September 30, 2025, the Company recognized $0.6 million of interest expense related to the amortization of debt issuance costs and $1.7 million of coupon interest expense. During the quarter ended September 30, 2024, the Company recognized $0.6 million of interest expense related to the amortization of debt issuance costs and $1.7 million of coupon interest expense.

During the nine months ended September 30, 2025, the Company recognized $1.9 million of interest expense related to the amortization of debt issuance costs and $5.1 million of coupon interest expense. During the nine months ended September 30, 2024, the Company recognized $0.9 million of interest expense related to the amortization of debt issuance costs and $2.4 million of coupon interest expense.

The 2029 Notes were not convertible at September 30, 2025. It is the Company’s current intent to settle conversions of the 2029 Notes through “combination settlement”, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount in shares, cash, or a combination for any further value.

In connection with the offering of the 2029 Notes, the Company entered into privately-negotiated capped call transactions (the “2029 Capped Calls” and together with the 2026 Capped Calls (as defined below), the “Capped Calls”). There have been no changes to the condition of the 2029 Notes since December 31, 2024, and the 2029 Capped Calls were unchanged and still outstanding at September 30, 2025.

2026 Notes

At September 30, 2025, the Company had $230.2 million aggregate principal amount of the 0.00% 2026 Notes (the “2026 Notes”) outstanding. The 2026 Notes consisted of the following (in thousands):

September 30,2025December 31,2024
Liability:
Principal$230,196$230,196
Unamortized debt issuance costs(389)(1,027)
Net carrying amount(1)$229,807$229,169

(1)Net carrying amount at September 30, 2025 presented within total current liabilities in the unaudited condensed consolidated balance sheets.

The effective interest rate of the 2026 Notes, excluding the conversion option, was 0.37% at September 30, 2025.

The Company carries the 2026 Notes at face value less unamortized debt issuance costs in the unaudited condensed consolidated balance sheets and presents the fair value for disclosure purposes only. The estimated fair value was determined based on the actual bids and offers of the 2026 Notes in an over-the-counter market on the last trading day of the period. The estimated fair value of the 2026 Notes, based on a market approach at September 30, 2025, was approximately $224.0 million, which represents a Level 2 valuation.

During the quarters ended September 30, 2025 and 2024, the Company recognized interest expense related to the amortization of debt issuance costs of $0.2 million and $0.2 million, respectively.

During the nine months ended September 30, 2025 and 2024, the Company recognized interest expense related to the amortization of debt issuance costs of $0.6 million and $2.0 million, respectively.

The 2026 Notes were not convertible at September 30, 2025. It is the Company’s current intent to settle conversions of the 2026 Notes through “combination settlement”, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount in shares, cash, or a combination for any further value.

In connection with the offering of the 2026 Notes, the Company entered into privately-negotiated capped call transactions (the “2026 Capped Calls”). There have been no changes to the condition of the 2026 Notes since December 31, 2024, and the 2026 Capped Calls were unchanged and still outstanding at September 30, 2025.

Note 9 –Restructuring Costs

Fiscal 2025 Restructuring Programs

On March 4, 2025, the Company announced a restructuring program that reduced its global workforce by approximately 7%, or 130 total positions, and in September 2025, the Company approved additional workforce reductions of 25 positions, including the planned closure of selected facilities (the “Fiscal 2025 restructuring programs”).

During the quarter and nine months ended September 30, 2025, the Company recorded $2.3 million and $8.6 million, respectively, for one-time termination benefits related to the Fiscal 2025 restructuring programs, which occurred in the US and various international locations. The charges were recorded pursuant to ASC 420, Exit or Disposal Obligations.

The liability for the Fiscal 2025 restructuring programs was included in accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheets, and the following tables summarize the related activity for the quarter and nine months ended September 30, 2025 (in thousands):

Accrual balance at June 30, 2025$1,582
Restructuring charges2,267
Cash payments(1,800)
Accrual balance at September 30, 2025$2,049
Accrual balance at December 31, 2024$—
Restructuring charges8,610
Cash payments(6,561)
Accrual balance at September 30, 2025$2,049

The Company anticipates additional charges related to these actions for employee termination benefits and other exit costs. All of the actions are part of an ongoing organizational alignment as the Company continues to focus on key strategic priorities and enhancements to its operational efficiency through global talent optimization. The Company expects to have substantially completed the planned actions during the first quarter of fiscal 2026.

Note 10 –Stockholders’ Equity

Stock-based compensation expense

Stock-based compensation expense was as follows (in thousands):

Quarter Ended September 30,Nine Months Ended September 30,
2025202420252024
Cost of revenues$3,423$2,803$9,845$7,738
Sales and marketing7,0516,74519,99519,168
Research and development4,1953,60511,9969,955
General and administrative8,7259,47024,78927,050
$23,394$22,623$66,625$63,911

For the quarters ended September 30, 2025 and 2024, stock-based compensation capitalized as an asset was $1.3 million and $1.2 million, respectively.

For the nine months ended September 30, 2025 and 2024, stock-based compensation capitalized as an asset was $3.5 million and $3.3 million, respectively.

Stock options - service-only vesting conditions

The following table summarizes activity for awards that contain service-only vesting conditions (in thousands):

Outstanding at December 31, 20241,237
Granted—
Exercised(250)
Forfeited/canceled(233)
Outstanding at September 30, 2025754

Restricted stock units - service-only vesting conditions

The following table summarizes activity for restricted stock units that contain service-only vesting conditions (in thousands):

Nonvested at December 31, 20242,811
Granted2,066
Vested(930)
Forfeited/canceled(432)
Nonvested at September 30, 20253,515

Restricted stock units - performance and service conditions

The following table summarizes activity for restricted stock units with performance and service vesting conditions with grant dates established (in thousands):

Nonvested at December 31, 2024198
Granted248
Performance adjustment(97)
Vested(101)
Forfeited/canceled(30)
Nonvested at September 30, 2025218

The following table summarizes activity for restricted stock units with performance and service vesting conditions with no grant dates established (in thousands):

Nonvested at December 31, 2024244
Granted (legal grant with no grant date established)154
Granted (accounting grant date established)(171)
Forfeited/canceled(11)
Nonvested at September 30, 2025216

Restricted stock units - market and service conditions

The following table summarizes activity for restricted stock units with market and service-based conditions (in thousands):

Nonvested at December 31, 2024202
Granted208
Vested—
Forfeited/canceled(33)
Nonvested at September 30, 2025377

Common Stock Repurchases

On November 17, 2024, the Company's Board of Directors (the “Board”) authorized the repurchase of up to $200 million of the Company’s common stock. On September 4, 2025, the Board approved an increase to the Company’s stock buyback program of an additional $200 million, for a total overall authorization to repurchase up to

$400 million of the Company’s common stock. The Board also approved the elimination of the expiration date of the program, which was previously set to expire on March 31, 2027.

The Company repurchased and retired approximately 2.1 million shares of common stock for $113.0 million during the quarter ended September 30, 2025, and 3.9 million shares for $201.8 million during the nine months ended September 30, 2025. At September 30, 2025, $198.2 million of buyback capacity remained under this program.

Note 11 –Income Taxes

In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date income, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate of 21% primarily as a result of non-deductible officer compensation, stock-based compensation shortfalls, foreign taxes, and changes in the Company’s valuation allowance for income taxes.

For the quarters ended September 30, 2025 and 2024, the Company recorded $4.7 million and $2.1 million in income tax expense, respectively. For the nine months ended September 30, 2025 and 2024, the Company recorded $15.5 million and $7.3 million in income tax expense, respectively. The increase in income tax expense for the quarter and nine months ended September 30, 2025 compared to the quarter and nine months ended September 30, 2024, resulted primarily from non-deductible officer compensation and stock-based compensation shortfalls, along with changes in the mix of profitable foreign jurisdictions, partially offset by the release of existing valuation allowance with respect to BlackLine K.K. deferred tax assets in the quarter ended September 30, 2025.

On July 4, 2025, the legislation formally titled “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” and commonly referred to as the “One Big Beautiful Bill” (“OBBB”) was enacted. The OBBB adjusted a number of provisions affecting businesses, including the immediate expensing of domestic research and development costs, limitations on deductions for interest expense, and accelerated fixed asset depreciation. The OBBB provisions did not have a material impact on the Company’s effective tax rate but several timing provisions are expected to result in significant 2025 cash tax savings.

Note 12 –Net Income per Share

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts):

Quarter Ended September 30,Nine Months Ended September 30,
2025202420252024
Basic net income per share
Numerator:
Net income attributable to BlackLine, Inc.$5,285$17,238$19,632$104,757
Denominator:
Weighted average shares61,15762,25062,03561,958
Basic net income per share attributable to BlackLine, Inc.$0.09$0.28$0.32$1.69
Diluted net income per share
Numerator:
Net income attributable to BlackLine, Inc.$5,285$17,238$19,632$104,757
Interest expense, net of taxes992,3983545,499
Gain on extinguishment of convertible senior notes, net of taxes———(62,147)
Net income attributable to BlackLine, Inc. for diluted calculation$5,384$19,636$19,986$48,109
Denominator:
Weighted average shares61,15762,25062,03561,958
Dilutive effect of securities655477588679
Dilutive effect of convertible senior notes1,38511,2431,38510,494
Shares used to calculate diluted net income per share63,19773,97064,00873,131
Diluted net income per share attributable to BlackLine, Inc.$0.09$0.27$0.31$0.66

The Company computes basic earnings per share attributable to BlackLine, Inc. using the weighted average number of common shares outstanding. The Company computes diluted earnings per share attributable to BlackLine, Inc. using the weighted average number of common shares outstanding plus the effect of potentially dilutive shares, which is based on the weighted-average shares of common stock underlying stock options and unvested stock awards using the treasury stock method, and the effect of the convertible senior notes using the if-converted method. For the quarter and nine months ended September 30, 2025, diluted earnings per share attributable to BlackLine, Inc. excludes the impact of the 2029 Notes as their inclusion would have been antidilutive.

The weighted average impact of potentially dilutive securities that were excluded from the diluted per share calculations because they were anti-dilutive were as follows (in thousands):

Quarter Ended September 30,Nine Months Ended September 30,
2025202420252024
Stock options - service-only vesting conditions292491383397
Restricted stock units - service-only vesting conditions1,1782,6531,4452,170
Restricted stock units - performance and service conditions1397310649
Restricted stock units - market and service conditions377202316137
Total shares excluded from net income per share1,9863,4192,2502,753

The denominator for diluted net income per share attributable to BlackLine, Inc. does not include any effect from the Capped Calls as this effect would be anti-dilutive. In the event of conversion of the Notes, shares delivered to the Company under the Capped Calls would offset the dilutive effect of the shares that the Company would issue under the Notes. Refer to “Note 8 - Convertible Senior Notes” for additional information on the Notes and the related Capped Calls.

Note 13 –Commitments and Contingencies

Litigation—From time to time, the Company may become subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company is not currently a party to any legal proceedings, nor is it aware of any pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows, or financial condition should such litigation be resolved unfavorably.

Indemnification—In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of its breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has it been sued in connection with these indemnification arrangements. At September 30, 2025 and December 31, 2024, the Company has not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements was not probable or reasonably estimable.

Note 14 –Unearned Revenue and Performance Obligations

Revenue totaling $302.8 million and $283.5 million was recognized during the nine months ended September 30, 2025 and 2024, respectively, that was previously included in the deferred revenue balance at December 31, 2024 and 2023, respectively.

Contracted but unrecognized revenue was $964.1 million at September 30, 2025, of which the Company expects to recognize approximately 55% over the next 12 months and the remainder thereafter.

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