BigBear.ai Holdings, Inc.

Previous wording

•Results of Operations: This section provides a discussion of our results of operations for the three and the six months ended June 30, 2026 and June 30, 2025.

Current wording

•Results of Operations: This section provides a discussion of our results of operations for the three and the nine months ended September 30, 2026 and September 30, 2025.

Previous wording

On December 31, 2025, the Company completed the acquisition of Ask Sage, Inc. (“Ask Sage” or the “Ask Sage Acquisition”), a secure, multi-modal generative AI platform designed for government and enterprise use. Of the total purchase consideration of $272.1 million, $267.6 million was paid in cash at or around the time of closing and $4.5 million was held back to cover any post-closing downward adjustments to the purchase price, which was settled in the three months ended June 30, 2026.

Current wording

On December 31, 2025, the Company completed the acquisition of Ask Sage, Inc. (“Ask Sage” or the “Ask Sage Acquisition”), a secure, multi-modal generative AI platform designed for government and enterprise use. Of the total purchase consideration of $272.1 million, $267.6 million was paid in cash at or shortly after the time of closing and $4.5 million was held back to cover any post-closing downward adjustments to the purchase price, which was settled in the three months ended June 30, 2026.

Previous wording

Net increase in fair value of derivatives consists of fair value remeasurements of the 2029 Convertible Notes Conversion Option, 2026 Convertible Notes Conversion Option, PIPE warrants, RDO warrants, and IPO private warrants.

Current wording

Net (decrease) increase in fair value of derivatives consists of fair value remeasurements of the 2029 Convertible Notes Conversion Option, 2026 Convertible Notes Conversion Option, PIPE warrants, RDO warrants, and IPO private warrants.

Previous wording

Income tax expense consists of income taxes related to federal and state jurisdictions in which we conduct business.

Current wording

Income tax (benefit) expense consists of income taxes related to federal and state jurisdictions in which we conduct business.

Previous wording

Revenues increased by $4.3 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 primarily due to the inclusion of Ask Sage during three months ended June 30, 2026.

Current wording

Revenues increased by $10.4 million during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 primarily due to the inclusion of Ask Sage during three months ended September 30, 2026.

Previous wording

Cost of revenues as a percentage of total revenues decreased to 67% for the three months ended June 30, 2026 as compared to 75% for the three months ended June 30, 2025. The decrease in cost of revenue as a percentage of total revenue was driven by the inclusion of higher margin Ask Sage revenues during three months ended June 30, 2026 as compared to three months ended June 30, 2025.

Current wording

Cost of revenues as a percentage of total revenues decreased to 69% for the three months ended September 30, 2026 as compared to 78% for the three months ended September 30, 2025. The decrease in cost of revenue as a percentage of total revenue was driven by the inclusion of higher margin Ask Sage revenues during three months ended September 30, 2026 as compared to three months ended September 30, 2025.

Previous wording

SG&A expenses as a percentage of total revenues for the three months ended June 30, 2026 increased to 87% as compared to 66% for the three months ended June 30, 2025. The year-over-year increases include Ask Sage’s headcount and operating expenses not present in three months ended June 30, 2025, as well as significant investments in sales, marketing and other initiatives during three months ended June 30, 2026.

Current wording

SG&A expenses as a percentage of total revenues for the three months ended September 30, 2026 decreased to 72% as compared to 76% for the three months ended September 30, 2025. The year-over-year increases include Ask Sage’s headcount and operating expenses not present in three months ended September 30, 2025, as well as significant investments in sales, marketing and other initiatives during three months ended September 30, 2026.

Previous wording

Research and development expenses increased by $3.2 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase in research and development expenses was driven by higher headcount and fewer projects qualifying for software capitalization compared to three months ended June 30, 2025. During the three months ended June 30, 2025, $1 million of research and development costs were capitalized compared to $0 for the three months ended June 30, 2026.

Current wording

Research and development expenses increased by $2.0 million during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The increase in research and development expenses was driven by higher headcount and fewer projects qualifying for software capitalization compared to three months ended September 30, 2025. During the three months ended September 30, 2025, $1.0 million of research and development costs were capitalized compared to zero for the three months ended September 30, 2026.

Previous wording

Restructuring charges decreased by $1.5 million during three months ended June 30, 2026 as compared to three months ended June 30, 2025. Restructuring charges consist of employee separation costs related to strategic cost saving initiatives to better align our organization and cost structure and improve the affordability of our products and services as well as employee separation costs associated with strategic changes in certain key leadership roles.

Current wording

Restructuring charges decreased by $0.6 million during three months ended September 30, 2026 as compared to three months ended September 30, 2025. Restructuring charges consist of employee separation costs related to strategic cost saving initiatives to better align our organization and cost structure and improve the affordability of our products and services as well as employee separation costs associated with strategic changes in certain key leadership roles.

Previous wording

Transaction expenses for the three months ended June 30, 2026 consist of diligence, legal and other related expenses associated with the Ask Sage and CargoSeer acquisitions.

Current wording

Transaction expenses for the three months ended September 30, 2026 consist of diligence, legal and other related expenses associated with evaluating other acquisition opportunities.

Previous wording

The increase in interest income is primarily related to a higher average cash and investment balances during three months ended June 30, 2026 versus comparative periods resulting from cash raised through at-the-money equity issuances, and includes interest earned from our investments in debt securities.

Current wording

The decrease in interest income is primarily related to lower average cash and investment balances during three months ended September 30, 2026 versus the three months ended September 30, 2025

Previous wording

The net increase in fair value of derivatives of $0.5 million for the three months ended June 30, 2026 consists of fair value remeasurements of the 2026 Notes Conversion Option, IPO private warrants, and the 2025 RDO warrants. The net increase in fair value of derivatives of $135.8 million for the three months ended June 30, 2025 consists of fair value remeasurements of the 2029 Notes Conversion Option, 2026 Notes Conversion Option, IPO private warrants, and the 2025 RDO warrants.

Current wording

The net decrease in fair value of derivatives of $4.2 million for the three months ended September 30, 2026 consists of fair value remeasurements of the 2026 Notes Conversion Option, IPO private warrants, and the 2025 RDO warrants. The net decrease in fair value of derivatives of $26.1 million for the three months ended September 30, 2025 consists of fair value remeasurements of the 2029 Notes Conversion Option, 2026 Notes Conversion Option, IPO private warrants, and the 2025 RDO warrants.

Previous wording

The change in other income during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 is primarily driven by foreign exchange losses and management fees on our debt securities portfolio.

Current wording

The change in other income during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 is primarily driven by lower foreign exchange losses.

Previous wording

The effective tax rate for the three months ended June 30, 2026 and the three months ended June 30, 2025 are consistent. The effective tax rate for the three months ended June 30, 2026 and June 30, 2025 differs from the U.S. federal income tax rate of 21.0% primarily due to state and local income taxes, permanent differences between book and taxable income, certain discrete items, and the change in valuation allowance. The benefit for three months ended June 30, 2026 and 2025 primarily relates to state minimum taxes offset by income tax benefit derived from our United Kingdom entity.

Current wording

The effective tax rate for three months ended September 30, 2026 and 2025 differs from the U.S. federal income tax rate of 21.0% primarily due to state and local income taxes, permanent differences between book and taxable income, certain discrete items and the change in valuation allowance. The benefit for three months ended September 30, 2026 and 2025 primarily relates to state minimum taxes offset by income tax benefit derived from our United Kingdom entity and to the change in valuation allowance as a result of the Ask Sage acquisition.

Previous wording

Revenues increased by $4.0 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 primarily due to the inclusion of Ask Sage offset by lower volume on the Army programs and significant one time contracts that contributed revenues during the six months ended June 30, 2025, that did not recur during the six months ended June 30, 2026..

Current wording

Revenues increased by $14.4 million during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 primarily due to the inclusion of Ask Sage offset by lower volume on the Army programs and significant one time contracts that contributed revenues during the nine months ended September 30, 2025, that did not recur during the nine months ended September 30, 2026.

Previous wording

Cost of revenues as a percentage of total revenues was 67% and 77% for the six months ended June 30, 2026 and 2025, respectively. The decrease in cost of revenue as a percentage of total revenue was driven by the inclusion of higher margin Ask Sage revenues during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The decrease in total dollars of cost of revenues was primarily due to lower volume on Army programs during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Current wording

Cost of revenues as a percentage of total revenues was 67% and 77% for the nine months ended September 30, 2026 and 2025, respectively. The decrease in cost of revenue as a percentage of total revenue was driven by the inclusion of higher margin Ask Sage revenues during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025.

Previous wording

SG&A expenses as a percentage of total revenues for the six months ended June 30, 2026 increased to 86% as compared to 66% for the six months ended June 30, 2025. The year-over-year increase is driven by increased asset amortization from the Ask Sage acquisition, increased legal and proxy expenses related to our special stockholder meeting and establishing our new Retail Voting Program and increased sales and marketing expenses resulting from partnerships and expanding our growth team.

Current wording

SG&A expenses as a percentage of total revenues for the nine months ended September 30, 2026 increased to 80% as compared to 69% for the nine months ended September 30, 2025. SG&A expenses increased $22.9 million during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 driven by increased asset amortization from the Ask Sage acquisition, increased legal and proxy expenses related to our special stockholder meeting and establishing our new Retail Voting Program and increased sales and marketing expenses resulting from partnerships and expanding our growth team.

Previous wording

Research and development expenses increased by $4.5 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase in research and development expenses was driven by higher headcount and fewer projects qualifying for software capitalization compared to the six months ended June 30, 2025. During the six months ended June 30, 2025, $2.6 million of research and development costs were capitalized compared to $0 for the six months ended June 30, 2026.

Current wording

Research and development expenses increased by $6.5 million during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The increase in research and development expenses was driven by higher headcount and fewer projects qualifying for software capitalization compared to the nine months ended September 30, 2025. During the nine months ended September 30, 2025, $3.7 million of research and development costs were capitalized compared to zero for the nine months ended September 30, 2026.

Previous wording

Restructuring charges decreased by $3.2 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Restructuring charges consist of employee separation costs related to strategic cost saving initiatives to better align our organization and cost structure and improve the affordability of our products and services as well as employee separation costs associated with strategic changes in certain key leadership roles.

Current wording

Restructuring charges decreased by $3.8 million during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. Restructuring charges consist of employee separation costs related to strategic cost saving initiatives to better align our organization and cost structure and improve the affordability of our products and services as well as employee separation costs associated with strategic changes in certain key leadership roles.

Previous wording

Transaction expenses for the six months ended June 30, 2026 consist of diligence, legal and other related expenses associated with the Ask Sage and CargoSeer acquisitions, as well as costs associated with evaluating other acquisition opportunities. There were no transaction expenses for the six months ended June 30, 2025.

Current wording

Transaction expenses for the nine months ended September 30, 2026 consist of diligence, legal and other related expenses associated with the Ask Sage and CargoSeer acquisitions, as well as costs associated with evaluating other acquisition opportunities. There were no transaction expenses for the nine months ended September 30, 2025.

Previous wording

During the three months ended June 30, 2025, the Company recognized a non-cash goodwill impairment charge of $70.6 million, driven by a change in forecast.

Current wording

During the nine months ended September 30, 2025, the Company recognized a non-cash goodwill impairment charge of $70.6 million, driven by a change in short and long-term forecasts during the second quarter of 2025.

Previous wording

Interest expense during the six months ended June 30, 2026 and 2025 consists primarily of interest expense, debt issuance discount amortization, commitment fees and debt issuance cost amortization under our Convertible Notes. See the Liquidity and Capital Resources section below for more information. The change in interest expense during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 is primarily due to a lower average principal balance on the 2029 Convertible Notes due to the conversion of the remaining balance during the six months ended June 30, 2026.

Current wording

Interest expense during the nine months ended September 30, 2026 and 2025 consists primarily of interest expense, debt issuance discount amortization, commitment fees and debt issuance cost amortization under our Convertible Notes. See the Liquidity and Capital Resources section below for more information. The change in interest expense during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 is primarily due to a lower average principal balance on the 2029 Convertible Notes due to the conversion of the remaining balance during the nine months ended September 30, 2026.

Previous wording

The increase in interest income is primarily related to a higher average cash and investment balances during the six months ended June 30, 2026 compared to comparative periods resulting from cash raised through at-the-money equity issuances, and includes interest earned from our investments in debt securities.

Current wording

The increase in interest income is primarily related to higher average cash and investment balances during the nine months ended September 30, 2026 compared to comparative periods resulting from cash raised through at-the-market equity issuances, and includes interest earned from our investments in debt securities.

Previous wording

The net increase in fair value of derivatives of $20.6 million for the six months ended June 30, 2026 includes fair value remeasurements of the 2026 Notes Conversion Option, IPO private warrants, and the 2025 RDO warrants, as well as the remeasurement of 2029 Notes Conversion Option immediately prior to conversion. The decrease of $148.5 million is due to a decrease in the stock price between June 30, 2025 and June 30, 2026.

Current wording

The net increase in fair value of derivatives of $16.4 million for the nine months ended September 30, 2026 includes fair value remeasurements of the 2026 Notes Conversion Option, IPO private warrants, and the 2025 RDO warrants, as well as the remeasurement of 2029 Notes Conversion Option immediately prior to conversion. The net increase in fair value of derivatives for the nine months ended September 30, 2025 was largely driven by an increase in share price from $4.45 as of December 31, 2024 to $6.52 as of September 30, 2025.

Previous wording

Loss on extinguishment of debt during the six months ended June 30, 2026 and 2025 relates to the write-off of the unamortized debt issuance costs and discount on the 2029 Convertible Notes that were voluntarily converted by noteholders.

Current wording

Loss on extinguishment of debt during the nine months ended September 30, 2026 and 2025 relates to the write-off of the unamortized debt issuance costs and discount on the 2029 Convertible Notes that were voluntarily converted by noteholders.

Previous wording

The change in other expense, net during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 is primarily driven by foreign exchange losses and management fees on our debt securities portfolio.

Current wording

The change in other expense, net during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 is primarily driven by lower foreign exchange losses.

Previous wording

The effective tax rate for the six months ended June 30, 2026 and 2025 differs from the U.S. federal income tax rate of 21.0% primarily due to state and local income taxes, permanent differences between book and taxable income, certain discrete items and the change in valuation allowance. The benefit for the six months ended June 30, 2026 and 2025 primarily relates to state minimum taxes offset by income tax benefit derived from our United Kingdom entity and to the change in valuation allowance as a result of the Ask Sage acquisition.

Current wording

The effective tax rate for the nine months ended September 30, 2026 and 2025 differs from the U.S. federal income tax rate of 21.0% primarily due to state and local income taxes, permanent differences between book and taxable income, certain discrete items and the change in valuation allowance. The benefit for the nine months ended September 30, 2026 and 2025 primarily relates to state minimum taxes offset by income tax benefit derived from our United Kingdom entity and to the change in valuation allowance as a result of the Ask Sage acquisition.

Previous wording

The Company uses Adjusted EBITDA to evaluate its operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. Adjusted EBITDA is a financial measure not calculated in accordance with GAAP. Adjusted EBITDA is defined as net loss adjusted for interest expense, interest income, income tax expense, depreciation and amortization, equity-based compensation and associated employer payroll taxes, net increase in fair value of derivatives, restructuring charges, non-recurring strategic initiatives, non-recurring litigation, transaction expenses, non-recurring integration costs, goodwill impairment, and loss on extinguishment of debt. Non-GAAP financial performance measures are used to supplement the financial information presented on a GAAP basis. This non-GAAP financial measure should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis. Because not all companies use identical calculations, our presentation of non-GAAP measures may not be comparable to other similarly titled measures of other companies.

Current wording

The Company uses Adjusted EBITDA to evaluate its operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. Adjusted EBITDA is a financial measure not calculated in accordance with GAAP. Adjusted EBITDA is defined asnet (loss) income adjusted for interest expense, interest income, income tax (benefit) expense, depreciation and amortization, equity-based compensation and associated employer payroll taxes, net increase in fair value of derivatives, restructuring charges, non-recurring strategic initiatives, non-recurring litigation, transaction expenses, non-recurring integration costs, goodwill impairment, and loss on extinguishment of debt. Non-GAAP financial performance measures are used to supplement the financial information presented on a GAAP basis. This non-GAAP financial measure should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis. Because not all companies use identical calculations, our presentation of non-GAAP measures may not be comparable to other similarly titled measures of other companies.

Previous wording

In April 2023, the Company filed an automatic shelf registration statement on Form S-3 (the “2023 Shelf Registration Statement”) with the SEC registering an indeterminate amount of its common stock, preferred stock, warrants, rights, and units (collectively, “Company securities”), which the SEC declared effective on April 21, 2023. Pursuant to the Company’s controlled equity offering agreement (the “Controlled Equity Offering Agreement”) dated as of May 10, 2024, with Cantor Fitzgerald & Co. (“Cantor”), as sales agent, under an “at the market” offering program (the “ATM Program”)the Company agreed to pay commissions to Cantor as its sales agent for their service with respect to the sales of common stock through the ATM Program.

Current wording

In April 2023, the Company filed an automatic shelf registration statement on Form S-3 (the “2023 Shelf Registration Statement”) with the SEC registering an indeterminate amount of its common stock, preferred stock, warrants, rights, and units (collectively, “Company securities”), which the SEC declared effective on April 21, 2023. Pursuant to the Company’s controlled equity offering agreement (the “Controlled Equity Offering Agreement”) dated as of May 10, 2024, with Cantor Fitzgerald & Co. (“Cantor”), as sales agent, under an “at the market” offering program (the “2024 ATM Program”)the Company agreed to pay commissions to Cantor as its sales agent for their service with respect to the sales of common stock through the 2024 ATM Program.

Previous wording

As of June 30, 2026, no capacity remained available under the ATM programs.

Current wording

As of September 30, 2026, 100 million shares remained available under the 2026 ATM program and no capacity remained available under the 2024 ATM Program.

Previous wording

Net proceeds from the ATM Program not utilized to fund ongoing operating cash flows are invested in U.S. Treasury notes and corporate bonds. These debt securities are classified as available for sale and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive (loss) income. In order to ensure ongoing cash availability to fund operating expenditures and growth initiatives, maturities of individual AFS investments occur monthly and are reinvested if those funds are not required to supplement operating liquidity requirements. AFS investments do not have maturities that exceed 24 months from acquisition. The Company’s investment policy requires that AFS investments not explicitly or implicitly guaranteed by the U.S. Government be issued by institutions highly rated by major rating agencies and have a long history of no credit losses. The investment policy also limits the concentration of AFS investments within a given sector and/or with any individual issuer. AFS investments are not callable prior to contractual maturity.

Current wording

Net proceeds from the ATM Programs not utilized to fund ongoing operating cash flows are invested in U.S. Treasury notes and corporate bonds. These debt securities are classified as available for sale and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive (loss) income. In order to ensure ongoing cash availability to fund operating expenditures and growth initiatives, maturities of individual AFS investments occur monthly and are reinvested if those funds are not required to supplement operating liquidity requirements. AFS investments do not have maturities that exceed 24 months from acquisition. The Company’s investment policy requires that AFS investments not explicitly or implicitly guaranteed by the U.S. Government be issued by institutions highly rated by major rating agencies and have a long history of no credit losses. The investment policy also limits the concentration of AFS investments within a given sector and/or with any individual issuer. AFS investments are typically not callable prior to contractual maturity.

Previous wording

On December 19, 2024, the Company entered into privately negotiated exchange agreements (each, an “Exchange Agreement”) with a limited number of holders of the Company’s existing 2026 Convertible Notes, to exchange the existing convertible notes for new senior secured convertible notes due 2029 (the “2029 Convertible Notes”, together with the 2026 Convertible Notes, the “Convertible Notes”). The Company exchanged (the “Exchange Transaction”) approximately$182.3 million principal amount of the 2026 Convertible Notes for$182.3 million in aggregate principal amount of the Company’s 2029 Convertible Notes and approximately $0.4 million in cash, with such cash payment representing the accrued and unpaid interest on such then existing Convertible Notes. The 2029 Convertible Notes bear interest at a rate of (i) 6.0% per annum, if interest is paid in cash and (ii) 7.0% per annum, if we elect, subject to certain conditions, to pay interest in kind with shares of our common stock. To the extent that certain liquidity conditions of us and our subsidiaries are not satisfied as of the last business day of any calendar month, then with respect to the period applicable to the interest payment date immediately following the month in which such liquidity condition is not satisfied, the interest rate will be (i) 9.00% per annum, if interest is paid in cash and (ii) 10.00% per annum, if we elect, subject to certain conditions, to pay interest in kind with shares of our common stock (it being understood that such increased rate shall apply solely for such six-month period applicable to such interest payment date). The initial conversion rate is 281.4491 shares of common stock per $1,000 principal amount of 2029 Convertible Notes, which represents an initial conversion price of $3.55 per share of the Company’s common stock. The conversion rate and the conversion price are subject to adjustments. The exchange was accounted for as an extinguishment of the 2026 Convertible Notes and the 2029 Convertible Notes were recognized at fair value, which approximated the carrying amount of the principal balances exchanged.

Current wording

On December 19, 2024, the Company entered into privately negotiated exchange agreements (each, an “Exchange Agreement”) with a limited number of holders of the Company’s existing 2026 Convertible Notes, to exchange the existing convertible notes for new senior secured convertible notes due 2029 (the “2029 Convertible Notes”, together with the 2026 Convertible Notes, the “Convertible Notes”). The Company exchanged (the “Exchange Transaction”) approximately $182.3 million principal amount of the 2026 Convertible Notes for$182.3 million in aggregate principal amount of the Company’s 2029 Convertible Notes and approximately $0.4 million in cash, with such cash payment representing the accrued and unpaid interest on such then existing Convertible Notes. The 2029 Convertible Notes bear interest at a rate of (i) 6.0% per annum, if interest is paid in cash and (ii) 7.0% per annum, if we elect, subject to certain conditions, to pay interest in kind with shares of our common stock. To the extent that certain liquidity conditions of us and our subsidiaries are not satisfied as of the last business day of any calendar month, then with respect to the period applicable to the interest payment date immediately following the month in which such liquidity condition is not satisfied, the interest rate will be (i) 9.00% per annum, if interest is paid in cash and (ii) 10.00% per annum, if we elect, subject to certain conditions, to pay interest in kind with shares of our common stock (it being understood that such increased rate shall apply solely for such six-month period applicable to such interest payment date). The initial conversion rate is 281.4491 shares of common stock per $1,000 principal amount of 2029 Convertible Notes, which represents an initial conversion price of $3.55 per share of the Company’s common stock. The conversion rate and the conversion price are subject to adjustments. The exchange was accounted for as an extinguishment of the 2026 Convertible Notes and the 2029 Convertible Notes were recognized at fair value, which approximated the carrying amount of the principal balances exchanged.

Previous wording

During the six months ended June 30, 2025, $57.7 million of the 2029 Convertible Notes were voluntarily converted by noteholders following the Exchange Transaction. These conversions resulted in the issuance of 16.7 million shares of common stock.

Current wording

During the nine months ended September 30, 2025, $57.7 million of the 2029 Convertible Notes were voluntarily converted by noteholders following the Exchange Transaction. These conversions resulted in the issuance of 16.7 million shares of common stock.

Previous wording

For the six months ended June 30, 2026, net cash used in operating activities was $40.2 million. Net loss before deducting depreciation, amortization and other non-cash items was $24.1 million and was further impacted by an unfavorable change in net working capital of $16.1 million. The unfavorable change in net working capital was largely driven by an increase in accounts payable of $5.0 million, a decrease in contract liabilities of $4.5 million, an increase in accounts receivable of $8.9 million, and an increase in contract assets of $0.2 million.

Current wording

For the nine months ended September 30, 2026, net cash used in operating activities was $49.8 million. Net loss before deducting depreciation, amortization and other non-cash items was $32.1 million and was further impacted by an unfavorable change in net working capital of $17.7 million. The unfavorable change in net working capital was largely driven by an increase in accounts receivable of $18.4 million and prepaid expenses and other assets of $6.4 million, offset by an increase in contract liabilities of $6.5 million and accounts payable of $2.0 million.

Previous wording

For the six months ended June 30, 2025, net cash used in operating activities was $10.5 million. Net loss before deducting depreciation, amortization and other non-cash items was $23.9 million and was further impacted by a favorable change in net working capital of $13.4 million which partially offset operating cash outflows during this period. The favorable change in net working capital was largely driven by a decrease in accounts receivable of $10.3 million, an increase in accrued expenses of $4.8 million, an increase in other liabilities of $1.8 million, an increase in contract liabilities of $1.9 million, and a decrease in contract assets of $0.2 million. These were partially offset by a decrease in accounts payable of $5.0 million and an increase in prepaid expenses and other assets of $0.6 million.

Current wording

For the nine months ended September 30, 2025, net cash used in operating activities was $20.1 million. Net loss before deducting depreciation, amortization and other non-cash items was $34.7 million and was further impacted by a favorable change in net working capital of $14.6 million which partially offset operating cash outflows during this period. The favorable change in net working capital was largely driven by a decrease in accounts receivable of $14.2 million, an increase in accrued expenses of $6.5 million, an increase in other liabilities of $0.2 million, an increase in contract liabilities of $1.0 million, and a decrease in contract assets of $1.3 million. These were partially offset by a decrease in accounts payable of $2.9 million and an increase in prepaid expenses and other assets of $3.1 million.

Previous wording

For the six months ended June 30, 2026, net cash used in investing activities was $10.3 million, primarily consisting of proceeds from the maturities of debt security investments of $0.5 million, cash paid for the acquisitions of Ask Sage and CargoSeer of $10.2 million, and purchases of property, plant and equipment of $0.6 million.

Current wording

For the nine months ended September 30, 2026, net cash provided by investing activities was $40.2 million, primarily consisting of net proceeds from the purchase and maturities of investments in debt securities of $51.3 million, cash paid for the acquisitions of Ask Sage and CargoSeer of $10.2 million, and purchases of property and equipment of $0.9 million.

Previous wording

For the six months ended June 30, 2025, net cash used in investing activities was $2.8 million, primarily consisting of capitalized software development costs of $2.7 million.

Current wording

For the nine months ended September 30, 2025, net cash used in investing activities was $262.9 million, primarily consisting of purchases of investments in debt securities of $258.7 million and capitalized software development costs of $3.8 million.

Previous wording

For the six months ended June 30, 2026, net cash used in financing activities was $4.2 million, primarily consisting of deferred purchase consideration payment related to the Ask Sage acquisition of $4.5 million, payments of taxes related to net share settlement of equity awards of $1.3 million offset by the proceeds from the exercise of options of $0.1 million.

Current wording

For the nine months ended September 30, 2026, net cash used in financing activities was $4.5 million, primarily consisting of deferred purchase consideration payment related to the Ask Sage acquisition of $4.5 million, payments of taxes related to net share settlement of equity awards of $1.6 million offset by the proceeds from the issuance of common stock under our ESPP of $1.6 million.

Previous wording

For the six months ended June 30, 2025, net cash provided by financing activities was $354.8 million, primarily consisting of the net proceeds from the exercise of the 2024 PIPE warrants and 2024 RDO warrants of $64.7 million and proceeds of $294.8 million from the issuance of common stock under our ATM Program. These cash inflows were partially offset by payment of debt issuance costs to third parties in connection with the Exchange Transaction of $4.7 million, payment of transaction costs in connection with the ATM of $5.3 million, and payment of taxes related to net share settlement of equity awards of $1.7 million.

Current wording

For the nine months ended September 30, 2025, net cash provided by financing activities was $690.1 million, primarily consisting of the net proceeds from the exercise of the 2024 PIPE warrants and 2024 RDO warrants of $64.7 million and gross proceeds of $637.1 million from the issuance of common stock under our 2024 ATM Program. These cash inflows were partially offset by payment of debt issuance costs to third parties in connection with the Exchange Transaction of $4.7 million, payment of transaction costs in connection with the ATM of $8.3 million, and payment of taxes related to net share settlement of equity awards of $2.0 million.

Previous wording

For the critical accounting estimates used in preparing our condensed consolidated financial statements, we make assumptions and judgments that can have a significant impact on revenue and expenses in ourcondensed consolidated statements of operations and comprehensive loss, as well as, on the value of certain assets and liabilities on our condensed consolidated balance sheets. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe are reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.

Current wording

For the critical accounting estimates used in preparing our condensed consolidated financial statements, we make assumptions and judgments that can have a significant impact on revenue and expenses in ourcondensed consolidated statements of operations and comprehensive (loss) income, as well as, on the value of certain assets and liabilities on our condensed consolidated balance sheets. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe are reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.