[Executive Summary & Company Overview](index=1&type=section&id=Executive%20Summary%20%26%20Company%20Overview) Ark Restaurants experienced a Q3 2025 decline in EBITDA and a net loss, primarily due to litigation and asset impairment, despite strong performance from other restaurant locations [Third Quarter 2025 Highlights](index=1&type=section&id=Third%20Quarter%202025%20Highlights) Q3 2025 saw a decline in EBITDA and a net loss, driven by Bryant Park litigation and Sequoia asset impairment, though other restaurant operations performed well - **EBITDA** for the quarter was **$1,791,000**, a decrease from the prior year, largely due to over **$800,000** in litigation expenses for Bryant Park operations[3](index=3&type=chunk) - Net income (loss) was negatively impacted by a non-cash impairment of assets at the Sequoia restaurant in Washington D.C., where future cash flow no longer supports the book value[3](index=3&type=chunk) - Operations at the New York-New York Hotel and Casino in Las Vegas, Rustic Inn in Florida, and Robert in NYC increased cash flow or performed better than last year, with the rest of the portfolio meeting expectations[3](index=3&type=chunk) - The Company's Balance Sheet remains strong, supporting future growth[3](index=3&type=chunk) [About Ark Restaurants Corp.](index=4&type=section&id=About%20Ark%20Restaurants%20Corp.) Ark Restaurants Corp. operates a diverse portfolio of 16 restaurants and bars, 12 fast food concepts, and catering services across key US markets - Ark Restaurants owns and operates **16 restaurants and bars**, **12 fast food concepts**, and catering operations[25](index=25&type=chunk) - Primary operating locations include New York City, Florida, Washington, DC, Las Vegas, Nevada, and the Gulf Coast of Alabama[25](index=25&type=chunk) - Las Vegas operations include four restaurants within the New York-New York Hotel & Casino Resort, room service, banquet facilities, employee dining room, six food court concepts, and one restaurant within the Planet Hollywood Resort and Casino[25](index=25&type=chunk) [Financial Performance Analysis](index=1&type=section&id=Financial%20Performance%20Analysis) The company reported a significant decline in revenues and profitability for both the 13-week and 39-week periods, impacted by divested properties, same-store sales decreases, and asset impairments [Consolidated Financial Results Overview](index=1&type=section&id=Consolidated%20Financial%20Results%20Overview) Consolidated results show a substantial decline in revenues and profitability for both periods, influenced by divested properties, same-store sales, and asset impairments - Total revenues decreased for both the 13-week and 39-week periods, with a portion of the decline attributable to the exclusion of revenues from El Rio Grande and the Tampa Food Court[5](index=5&type=chunk)[6](index=6&type=chunk) - Company-wide same store sales, excluding divested properties, decreased by **7.4%** for the 13 weeks and **3.3%** for the 39 weeks, mainly due to reduced catering and a la carte revenue at Bryant Park Grill[7](index=7&type=chunk) - Adjusted EBITDA saw a substantial decline, and the company reported a net loss attributable to Ark Restaurants Corp. for both periods, contrasting with net income in the prior year[8](index=8&type=chunk)[9](index=9&type=chunk)[10](index=10&type=chunk) [Revenue Performance](index=1&type=section&id=Revenue%20Performance) Total revenues decreased for both the 13-week and 39-week periods, primarily due to the exclusion of divested properties Total Revenues (in thousands) | Period | June 28, 2025 | June 29, 2024 | YoY Change | | :--------------------------------------- | :-------------- | :-------------- | :--------- | | 13 Weeks Ended | $43,715 | $50,396 | -13.26% | | 13 Weeks Ended (Excl. El Rio Grande & Tampa Food Court) | N/A | $48,105 | N/A | | 39 Weeks Ended | $128,428 | $140,139 | -8.36% | | 39 Weeks Ended (Excl. El Rio Grande & Tampa Food Court) | $127,454 | $133,763 | -4.72% | - No revenues for El Rio Grande and the Tampa Food Court are included in the 13 weeks ended June 28, 2025. The prior year's comparable period included **$1,026,000** and **$1,265,000**, respectively, from these locations[5](index=5&type=chunk) - For the 39 weeks ended June 28, 2025, no revenues for El Rio Grande are included, and Tampa Food Court revenues were **$974,000**. The prior year included **$2,373,000** (El Rio Grande) and **$4,003,000** (Tampa Food Court)[6](index=6&type=chunk) [Profitability Metrics](index=1&type=section&id=Profitability%20Metrics) Key profitability metrics, including adjusted EBITDA and net income, experienced significant declines for both reporting periods Profitability Metrics (in thousands, except per share amounts) | Metric | 13 Weeks Ended June 28, 2025 | 13 Weeks Ended June 29, 2024 | 39 Weeks Ended June 28, 2025 | 39 Weeks Ended June 29, 2024 | | :--------------------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | EBITDA, as adjusted | $1,791 | $3,375 | $2,479 | $5,625 | | Net Income (Loss) Attributable to Ark Restaurants Corp. | $(3,454) | $640 | $(9,548) | $561 | | Basic EPS | $(0.96) | $0.18 | $(2.65) | $0.16 | | Diluted EPS | $(0.96) | $0.18 | $(2.65) | $0.15 | - The 39 weeks ended June 28, 2025, net income (loss) includes a full valuation allowance related to deferred tax assets in the amount of **$4,799,000**[10](index=10&type=chunk) [Balance Sheet Snapshot](index=1&type=section&id=Balance%20Sheet%20Snapshot) The balance sheet provides a snapshot of the company's cash and debt positions as of June 28, 2025 Balance Sheet Snapshot (as of June 28, 2025) | Metric | Amount | | :---------------------- | :------------- | | Cash and cash equivalents | $12,325,000 | | Total outstanding debt | $3,859,000 | [Same Store Sales](index=1&type=section&id=Same%20Store%20Sales) Company-wide same-store sales decreased, primarily attributed to declines at Bryant Park Grill due to a landlord dispute - Excluding revenues related to El Rio Grande and the Tampa Food Court, Company-wide same store sales decreased **7.4%** for the 13 weeks ended June 28, 2025, compared to the prior year[7](index=7&type=chunk) - Excluding revenues related to El Rio Grande and the Tampa Food Court, Company-wide same store sales decreased **3.3%** for the 39 weeks ended June 28, 2025, compared to the prior year[7](index=7&type=chunk) - These decreases were primarily attributable to declines in both catering and a la carte revenue at the Bryant Park Grill due to negative publicity from the landlord dispute[7](index=7&type=chunk) [Non-GAAP Financial Information](index=4&type=section&id=Non-GAAP%20Financial%20Information) The company utilizes EBITDA as a non-GAAP financial measure to provide additional insight into its financial performance and liquidity, aligning with industry practices - EBITDA is a non-GAAP financial measure used to enhance the overall understanding of the Company's past financial performance and liquidity[27](index=27&type=chunk) - The use of EBITDA is common in the restaurant sector as a measure of both performance and liquidity[27](index=27&type=chunk) - Investors should not consider EBITDA in isolation or as a substitute for GAAP measures such as net income (loss), operating income (loss), or cash flows from operating activities[27](index=27&type=chunk) [Key Operational and Strategic Developments](index=2&type=section&id=Key%20Operational%20and%20Strategic%20Developments) This section details significant operational and strategic events, including a major lease dispute, credit facility amendments, and asset impairments [Bryant Park Lease Dispute](index=2&type=section&id=Bryant%20Park%20Lease%20Dispute) Ark Restaurants is engaged in ongoing litigation over the non-renewal of leases for its Bryant Park properties, posing a material adverse effect risk - Leases for Bryant Park Grill & Cafe and The Porch at Bryant Park expired on April 30, 2025, and March 31, 2025, respectively[12](index=12&type=chunk) - The Company filed a complaint in New York State Supreme Court on March 28, 2025, alleging a defective bid process, award to a lower bidder, and violation of its right of first lease[13](index=13&type=chunk) - A motion for a preliminary injunction to enjoin eviction was denied on April 24, 2025, and the Company has filed a notice of appeal[13](index=13&type=chunk) - The Bryant Park Grill & Cafe and The Porch at Bryant Park collectively accounted for **$19.7 million (15.4%)** and **$23.3 million (16.7%)** of total revenues for the 39 weeks ended June 28, 2025, and June 29, 2024, respectively[15](index=15&type=chunk) - Failure to prevail in these actions or renew leases on favorable terms could have a material adverse effect on the Company's business, financial condition, and results of operations[16](index=16&type=chunk) [Credit Facility Amendment](index=3&type=section&id=Credit%20Facility%20Amendment) Ark Restaurants amended its Credit Agreement, extending the maturity date to June 1, 2028, and adjusting key financial covenants - The Second Amended and Restated Credit Agreement with Bank Hapoalim B.M. was amended on May 29, 2025[17](index=17&type=chunk) - The maturity date of the Credit Agreement was extended to June 1, 2028[17](index=17&type=chunk) - The maximum permitted obligations outstanding under the Credit Agreement were reduced from **$30,000,000** to **$20,000,000**[17](index=17&type=chunk) - The minimum tangible net worth covenant was increased from **$22,000,000** to **$28,000,000**, and the annual net income covenant was removed[17](index=17&type=chunk) [Asset Impairments](index=3&type=section&id=Asset%20Impairments) The company recognized significant impairment charges for ROU and long-lived assets at Sequoia, alongside a goodwill impairment triggered by stock price decline and lease uncertainty - Additional impairment charges of **$2,940,000** (ROU assets) and **$1,760,000** (long-lived assets) were recognized for the Sequoia property during the 13 weeks ended June 28, 2025, due to lower-than-expected operating results[18](index=18&type=chunk) - Previously, impairment charges of **$1,561,000** (ROU) and **$939,000** (long-lived assets) were recognized for Sequoia during the 13 weeks ended June 29, 2024[18](index=18&type=chunk) - A non-cash goodwill impairment charge of **$3,440,000** was recognized during the 39 weeks ended June 28, 2025[21](index=21&type=chunk) - The goodwill impairment was triggered by a decline in the Company's stock price and continued uncertainty related to the Bryant Park Grill & Cafe and The Porch at Bryant Park leases[21](index=21&type=chunk) [Lease Terminations and Closures](index=3&type=section&id=Lease%20Terminations%20and%20Closures) Ark Restaurants successfully terminated its Tampa Food Court lease, resulting in a significant gain, and permanently closed its El Rio Grande property with an associated loss - The Company agreed to terminate its lease for the food court at The Hard Rock Hotel and Casino in Tampa, FL, on November 26, 2024, vacating the premises on December 15, 2024[19](index=19&type=chunk) - In connection with the Tampa Food Court lease termination, the Company received a termination payment of **$5,500,000** and recorded a gain, net of expenses, of **$5,235,000**[19](index=19&type=chunk) - The El Rio Grande property closed permanently on January 3, 2025, after the Company advised the landlord of lease termination in October 2024[22](index=22&type=chunk) - A loss of **$876,000** related to the closure of El Rio Grande was recorded during the year ended September 28, 2024[22](index=22&type=chunk) [Supplemental Information](index=4&type=section&id=Supplemental%20Information) This section provides details on the upcoming conference call and important legal disclaimers regarding forward-looking statements and non-GAAP measures [Conference Call & Webcast Information](index=4&type=section&id=Conference%20Call%20%26%20Webcast%20Information) Ark Restaurants will host a conference call and webcast on August 12, 2025, to discuss its third-quarter financial results, with replay options available - Ark Restaurants will host a conference call on August 12, 2025, at 11:00 a.m. Eastern Time to review results and discuss other topics[23](index=23&type=chunk) - The call can be accessed via toll-free dial-in (1-877-407-4018) or a live webcast[23](index=23&type=chunk)[24](index=24&type=chunk) - A replay will be available approximately three hours after the call until Tuesday, August 19, 2025[24](index=24&type=chunk) [Legal Disclaimers](index=4&type=section&id=Legal%20Disclaimers) The report includes standard cautionary statements regarding forward-looking information and clarifies the use and limitations of non-GAAP financial measures - The news release contains forward-looking statements subject to unknown risks and uncertainties that may cause actual results to differ materially[26](index=26&type=chunk) - The Company disclaims any intention or obligation to update or revise any forward-looking statements[26](index=26&type=chunk) - EBITDA is a non-GAAP financial measure, and investors should not consider it in isolation or as a substitute for GAAP measures[27](index=27&type=chunk) [Financial Statements](index=5&type=section&id=Financial%20Statements) This section presents the company's detailed consolidated financial statements, including statements of operations and EBITDA reconciliation [Consolidated Condensed Statements of Operations](index=5&type=section&id=Consolidated%20Condensed%20Statements%20of%20Operations) Detailed consolidated condensed statements of operations are presented for the 13- and 39-week periods, outlining revenues, expenses, and net income (loss) Consolidated Condensed Statements of Operations (in thousands, except per share amounts) | | | 13 Weeks Ended | | 13 Weeks Ended | | 39 Weeks Ended | | 39 Weeks Ended | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 | | TOTAL REVENUES | $ | 43,715 | $ | 50,396 | $ | 128,428 | $ | 140,139 | | COSTS AND EXPENSES: | | | | | | | | | | Food and beverage cost of sales | | 12,060 | | 13,304 | | 35,650 | | 37,512 | | Payroll expenses | | 15,280 | | 17,479 | | 46,103 | | 49,969 | | Occupancy expenses | | 5,444 | | 6,261 | | 17,128 | | 18,368 | | Other operating costs and expenses | | 6,038 | | 6,305 | | 17,422 | | 18,233 | | General and administrative expenses | | 2,822 | | 2,690 | | 9,292 | | 9,151 | | Depreciation and amortization | | 964 | | 1,033 | | 2,443 | | 3,181 | | Gain on closure of El Rio Grande | | (178) | | — | | (173) | | — | | Gain on termination of Tampa Food Court lease | | — | | — | | (5,235) | | — | | Impairment losses on right-of-use and long-lived assets | | 4,700 | | 2,500 | | 4,700 | | 2,500 | | Goodwill impairment | | — | | — | | 3,440 | | — | | Total costs and expenses | | 47,130 | | 49,572 | | 130,770 | | 138,914 | | OPERATING INCOME (LOSS) | | (3,415) | | 824 | | (2,342) | | 1,225 | | OTHER (INCOME) EXPENSE: | | | | | | | | | | Interest expense, net | | 90 | | 138 | | 294 | | 448 | | Other income | | — | | — | | — | | (26) | | Gain on sale of condominiums | | (391) | | — | | (391) | | — | | Gain on forgiveness of PPP Loans | | — | | — | | — | | (285) | | Total other (income) expense, net | | (301) | | 138 | | (97) | | 137 | | INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES | | (3,114) | | 686 | | (2,245) | | 1,088 | | Provision (benefit) for income taxes | | 81 | | (213) | | 5,019 | | (202) | | CONSOLIDATED NET INCOME (LOSS) | | (3,195) | | 899 | | (7,264) | | 1,290 | | Net income attributable to non-controlling interests | | (259) | | (259) | | (2,284) | | (729) | | NET INCOME (LOSS) ATTRIBUTABLE TO ARK RESTAURANTS CORP. | $ | (3,454) | $ | 640 | $ | (9,548) | $ | 561 | | NET INCOME (LOSS) ATTRIBUTABLE TO ARK RESTAURANTS CORP. PER COMMON SHARE: | | | | | | | | | | Basic | $ | (0.96) | $ | 0.18 | $ | (2.65) | $ | 0.16 | | Diluted | $ | (0.96) | $ | 0.18 | $ | (2.65) | $ | 0.15 | | WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | | | | | | | | | | Basic | | 3,605 | | 3,604 | | 3,605 | | 3,604 | | Diluted | | 3,605 | | 3,627 | | 3,605 | | 3,628 | [EBITDA Reconciliation](index=5&type=section&id=EBITDA%20Reconciliation) This section provides a reconciliation of income (loss) before provision (benefit) for income taxes to EBITDA and adjusted EBITDA, detailing specific adjustments for non-cash items, gains, and impairment losses EBITDA Reconciliation (in thousands) | EBITDA Reconciliation: | | | | | | | | | :--------------------------------------- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | | June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 | | Income (loss) before provision (benefit) for income taxes | $ (3,114) | $ 686 | $ (2,245) | $ 1,088 | | Depreciation and amortization | 964 | 1,033 | 2,443 | 3,181 | | Interest expense, net | 90 | 138 | 294 | 448 | | EBITDA | $ (2,060) | $ 1,857 | $ 492 | $ 4,717 | | EBITDA, adjusted: | | | | | | | | | EBITDA (as defined) | $ (2,060) | $ 1,857 | $ 492 | $ 4,717 | | Non-cash stock-based compensation activity | (21) | (723) | 60 | (578) | | Gain on closure of El Rio Grande | (178) | — | (173) | — | | Gain on termination of Tampa Food Court lease, net of non controlling interests | — | — | (3,365) | — | | Impairment losses on right-of-use and long-lived assets | 4,700 | 2,500 | 4,700 | 2,500 | | Goodwill impairment | — | — | 3,440 | — | | Gain on sale of condominiums | (391) | — | (391) | — | | Gain on forgiveness of PPP Loans | — | — | — | (285) | | Net income attributable to non-controlling interests | (259) | (259) | (2,284) | (729) | | EBITDA, as adjusted | $ 1,791 | $ 3,375 | $ 2,479 | $ 5,625 |

PART I—FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited financials show Gaia, Inc. with increased assets and revenues, a narrowed net loss, and higher cash from financing activities [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$147.0 million** by June 30, 2025, driven by a rise in cash and equity from a stock offering Condensed Consolidated Balance Sheets (in thousands) | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $23,492 | $15,742 | | **Total assets** | **$146,981** | **$141,217** | | **Total current liabilities** | $43,437 | $41,834 | | **Total liabilities** | **$48,390** | **$47,204** | | **Total equity** | **$98,591** | **$94,013** | | **Total liabilities and equity** | **$146,981** | **$141,217** | - Cash and cash equivalents increased significantly to **$13.9 million** as of June 30, 2025, from **$5.9 million** at the end of 2024[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Revenues grew **12.7%** in Q2 and **12.3%** in H1 2025, driven by member growth and ARPU, leading to improved gross margins Key Operating Results (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | **Revenues, net** | $24,632 | $21,856 | $48,472 | $43,169 | | **Gross profit** | $21,347 | $18,471 | $42,252 | $36,651 | | **Loss from operations** | $(2,196) | $(1,993) | $(3,210) | $(2,847) | | **Net loss attributable to common shareholders** | $(1,801) | $(2,193) | $(2,815) | $(3,238) | | **Diluted loss per share** | $(0.07) | $(0.09) | $(0.11) | $(0.14) | [Condensed Consolidated Statements of Changes in Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity increased to **$98.6 million** by June 30, 2025, primarily due to a **$7.0 million** common stock offering, despite net losses - In the first half of 2025, the company issued **1,600,000 shares** of common stock in a public offering, raising net proceeds of approximately **$7.0 million**[13](index=13&type=chunk)[32](index=32&type=chunk) - The accumulated deficit increased from **$(90.4) million** at the end of 2024 to **$(93.2) million** at June 30, 2025, due to net losses incurred during the period[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operations was **$3.6 million**, with a **$6.9 million** boost from financing, leading to an **$8.1 million** increase in cash Summary of Cash Flows (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $3,582 | $3,855 | | **Net cash used in investing activities** | $(2,434) | $(12,520) | | **Net cash provided by financing activities** | $6,916 | $6,358 | | **Net change in cash and cash equivalents** | $8,064 | $(2,307) | | **Cash and cash equivalents, end of period** | $13,924 | $5,459 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail Gaia's global digital video subscription service, revenue policies, discontinuation of transactional courses, a **$7.0 million** stock offering, and its single reportable segment - The company operates a global digital video subscription service with over **10,000 titles**, with **90%** being exclusive content, organized into four primary channels[18](index=18&type=chunk)[19](index=19&type=chunk) - On March 7, 2025, the Board voted to discontinue its stand-alone business unit selling transactional courses, now presented as discontinued operations[23](index=23&type=chunk) - In February 2025, the company sold **1,600,000 shares** of Class A common stock, resulting in net proceeds of **$7.0 million**[32](index=32&type=chunk) - The company has one reportable segment, with the United States accounting for approximately **60%** of revenue for the six months ended June 30, 2025[47](index=47&type=chunk)[50](index=50&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) H1 2025 revenue grew **12.3%** from member growth and ARPU, improving gross margin and strengthening liquidity via a **$7.0 million** stock offering [Results of Operations](index=20&type=section&id=Results%20of%20Operations) Revenues grew **12.7%** in Q2 and **12.3%** in H1 2025, driven by member growth and ARPU, leading to improved gross margins Revenue and Gross Profit Comparison (in thousands) | Metric | Q2 2025 | Q2 2024 | % Change | Six Months 2025 | Six Months 2024 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenues, net** | $24,632 | $21,856 | 12.7% | $48,472 | $43,169 | 12.3% | | **Gross profit** | $21,347 | $18,471 | 15.6% | $42,252 | $36,651 | 15.3% | | **Gross profit margin** | 86.7% | 84.5% | +2.2pp | 87.2% | 84.9% | +2.3pp | - The increase in revenues for both the three and six-month periods was primarily driven by an increase in member count and improvements in Average Revenue Per User (ARPU) due to price increases[66](index=66&type=chunk)[71](index=71&type=chunk) - Selling and operating expenses increased by **11.4%** in Q2 and **13.4%** in H1 2025 compared to the prior year, primarily due to higher marketing expenses[69](index=69&type=chunk)[73](index=73&type=chunk) [Liquidity and Capital Resources](index=21&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity strengthened with a **$13.9 million** cash balance, supported by operating cash flow and a **$7.0 million** stock offering, with **$10.0 million** available credit - As of June 30, 2025, the company's cash balance was **$13.9 million**[78](index=78&type=chunk) - Budgeted content and capital expenditures for the remainder of 2025 are expected to be between **$11.0 million** and **$13.0 million**, to be funded with cash flows from operations[77](index=77&type=chunk) - In February 2025, the company raised net proceeds of **$7.0 million** from a Class A common stock offering[84](index=84&type=chunk) - The company has a revolving credit facility of up to **$10.0 million** with KeyBank, with no outstanding borrowings as of June 30, 2025[79](index=79&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Gaia, Inc. is exempt from providing market risk disclosures - The company is a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item[93](index=93&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Based on an evaluation as of June 30, 2025, the CEO and CFO concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level[94](index=94&type=chunk) - No changes occurred in the company's internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[95](index=95&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - None[97](index=97&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) Risk Factors are incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2024 - The company incorporates by reference the Risk Factors included in its Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 10, 2025[98](index=98&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities - None[99](index=99&type=chunk) [Defaults Upon Senior Securities](index=26&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[100](index=100&type=chunk) [Other Information](index=26&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q2 2025 - No director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" during the three months ended June 30, 2025[101](index=101&type=chunk) [Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL data files - Exhibits filed include certifications from the Principal Executive Officer and Principal Financial Officer pursuant to SEC rules and the Sarbanes-Oxley Act, as well as Inline XBRL documents[103](index=103&type=chunk)

Part I - Financial Information This section presents the unaudited condensed consolidated financial statements and management's analysis of financial condition and results [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements and related notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20March%2031%2C%202025%20and%20June%2030%2C%202025) This section presents the company's financial position, detailing assets, liabilities, and equity at specific dates | Metric | March 31, 2025 (in thousands) | June 30, 2025 (in thousands) | Change (in thousands) | | :--- | :--- | :--- | :--- | | Total Assets | $910,071 | $930,782 | +$20,711 | | Total Liabilities | $463,329 | $469,902 | +$6,573 | | Total Equity | $446,742 | $460,880 | +$14,138 | | Cash and cash equivalents | $44,392 | $31,196 | -$13,196 | | Accounts receivables, net | $78,623 | $81,482 | +$2,859 | | Inventory, net | $18,350 | $23,892 | +$5,542 | | Goodwill | $383,146 | $394,668 | +$11,522 | | Intangible assets, net | $258,582 | $263,745 | +$5,163 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20-%20for%20the%20three%20months%20ended%20June%2030%2C%202024%20and%202025) This section presents the company's financial performance, detailing revenues, expenses, and net loss | Metric | Three Months Ended June 30, 2024 (in thousands) | Three Months Ended June 30, 2025 (in thousands) | Change (in thousands) | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $75,430 | $104,121 | +$28,691 | +38.0% | | Gross Profit | $39,648 | $56,481 | +$16,833 | +42.5% | | Loss from Operations | $(18,235) | $(2,039) | +$16,196 | -88.8% | | Net Loss | $(22,312) | $(10,234) | +$12,078 | -54.1% | | Net Loss Attributable to Common Stockholders | $(22,337) | $(10,234) | +$12,103 | -54.2% | | Net Loss Per Share (Basic and Diluted) | $(0.21) | $(0.08) | +$0.13 | -61.9% | [Condensed Consolidated Statements of Comprehensive (Loss) Income](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income%20-%20for%20the%20three%20months%20ended%20June%2030%2C%202024%20and%202025) This section reports the total change in equity from non-owner sources, including net loss and foreign currency translation adjustments | Metric | Three Months Ended June 30, 2024 (in thousands) | Three Months Ended June 30, 2025 (in thousands) | Change (in thousands) | | :--- | :--- | :--- | :--- | | Net loss attributable to common stockholders | $(22,337) | $(10,234) | +$12,103 | | Foreign currency translation adjustment | $418 | $22,519 | +$22,101 | | Comprehensive (loss) income | $(21,919) | $12,285 | +$34,204 | [Condensed Consolidated Statement of Changes in Stockholders' Equity](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Stockholders'%20Equity%20-%20for%20the%20periods%20April%201%2C%202024%20through%20June%2030%2C%202024%20and%20April%201%2C%202025%20through%20June%2030%2C%202025) This section details changes in the company's equity over specific periods, including net loss, foreign currency adjustments, and stock-based compensation | Metric | April 1, 2025 (in thousands) | June 30, 2025 (in thousands) | Change (in thousands) | | :--- | :--- | :--- | :--- | | Total Stockholder's Equity (beginning of period) | $446,742 | $446,742 | - | | Net loss attributable to common stockholders | - | $(10,234) | $(10,234) | | Foreign currency translation adjustment | - | $22,519 | +$22,519 | | Stock-based compensation | - | $1,853 | +$1,853 | | Total Stockholder's Equity (end of period) | $446,742 | $460,880 | +$14,138 | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20-%20for%20the%20three%20months%20ended%20June%2030%2C%202024%20and%202025) This section outlines the company's cash inflows and outflows from operating, investing, and financing activities over specific periods | Metric | Three Months Ended June 30, 2024 (in thousands) | Three Months Ended June 30, 2025 (in thousands) | Change (in thousands) | | :--- | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(7,615) | $4,721 | +$12,336 | | Net cash provided by (used in) investing activities | $19,637 | $(11,822) | -$31,459 | | Net cash used in financing activities | $(89,470) | $(6,769) | +$82,701 | | Net decrease in cash and cash equivalents, and restricted cash | $(78,271) | $(13,145) | +$65,126 | | Cash and cash equivalents, and restricted cash at end of the period | $31,393 | $35,643 | +$4,250 | [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the condensed consolidated financial statements, covering significant accounting policies, business combinations, debt, equity, and other financial instruments [Note 1 - Description of the Company and Basis of Presentation](index=13&type=section&id=NOTE%201%20-%20DESCRIPTION%20OF%20THE%20COMPANY%20AND%20BASIS%20OF%20PRESENTATION) This note describes Powerfleet, Inc. as a global AIoT solutions provider and details recent acquisitions - Powerfleet, Inc. is a global provider of Artificial Intelligence-of-Things ("AIoT") solutions for managing high-value enterprise assets[23](index=23&type=chunk) - The company completed the acquisition of MiX Telematics on April 2, 2024, and Fleet Complete on October 1, 2024, with their financial results included in the consolidated statements for the three months ended June 30, 2025[24](index=24&type=chunk)[25](index=25&type=chunk) [Note 2 - Use of Estimates](index=13&type=section&id=NOTE%202%20-%20USE%20OF%20ESTIMATES) This note explains the critical role of management's estimates and assumptions in financial reporting - Management's estimates and assumptions are critical for financial reporting, particularly in areas such as business combinations, allowance for credit losses, income taxes, impairment of intangible assets (including goodwill), capitalized software development costs, and market-based stock-based compensation[27](index=27&type=chunk)[28](index=28&type=chunk) [Note 3 - Acquisition](index=14&type=section&id=NOTE%203%20-%20ACQUISITION) This note details the acquisition of Fleet Complete, including consideration transferred, funding, and goodwill recognition - The FC Acquisition of Fleet Complete was consummated on October 1, 2024, for an estimated fair value of consideration transferred of **$189,950 thousand**[29](index=29&type=chunk)[30](index=30&type=chunk) | Consideration Component | October 1, 2024 (in thousands) | | :--- | :--- | | Fair value of Powerfleet common stock transferred | $21,343 | | Cash consideration to former shareholders | $16,225 | | Repayment of Fleet Complete's existing debt | $152,382 | | Total fair value of consideration | $189,95

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 10-Q ————————— (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission File Number: 001-39080 POWERFLEET, INC. (Exact name of registrant as specified in its charter) Delaware 83-4366463 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41477 Biohaven Ltd. (Exact name of registrant as specified in its charter) British Virgin Islands Not applicable (State or other jurisdiction of incorporation or ...

PART I. FINANCIAL INFORMATION [Item 1. Condensed Interim Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Interim%20Financial%20Statements) This section presents the unaudited condensed financial statements for JAWS MUSTANG ACQUISITION CORPORATION, including the balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with detailed notes explaining the company's organization, accounting policies, related party transactions, commitments, and fair value measurements [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheets (Unaudited) | ASSETS | June 30, **2025** | December 31, **2024** | | :--- | :--- | :--- | | Cash | **$38,297** | **$319,207** | | Prepaid expenses | **$22,971** | **$18,910** | | Total Current Assets | **$61,268** | **$338,117** | | Cash held in Trust Account | **$1,049,122** | **$1,035,353** | | TOTAL ASSETS | **$1,110,390** | **$1,373,470** | | **LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT** | | | | Accrued expenses | **$1,395,847** | **$1,391,149** | | Advance from related parties | **$1,485,000** | **$1,485,000** | | Total Current Liabilities | **$2,880,847** | **$2,876,149** | | Promissory notes - related party | **$1,400,000** | **$1,400,000** | | Working capital loan - related party | **$500,000** | **$500,000** | | Warrant liabilities | **$1,116,750** | **$1,116,750** | | Total Liabilities | **$5,897,597** | **$5,892,899** | | Class A ordinary shares subject to possible redemption | **$1,049,122** | **$1,035,353** | | Total Shareholders' Deficit | **$(5,836,329)** | **$(5,554,782)** | | TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | **$1,110,390** | **$1,373,470** | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Unaudited Condensed Statements of Operations | Item | Three Months Ended June 30, **2025** | Three Months Ended June 30, **2024** | Six Months Ended June 30, **2025** | Six Months Ended June 30, **2024** | | :--- | :--- | :--- | :--- | :--- | | General and administrative expenses | **$138,996** | **$272,570** | **$281,547** | **$906,450** | | Loss from operations | **$(138,996)** | **$(272,570)** | **$(281,547)** | **$(906,450)** | | Interest earned on cash and investments held in trust account | **$6,945** | **$147,343** | **$13,769** | **$321,819** | | Change in fair value of warrant liabilities | **$372,250** | **$4,467,000** | **$0** | **$(2,233,500)** | | Other income (loss), net | **$379,195** | **$4,614,343** | **$13,769** | **$(1,911,681)** | | Net income (loss) | **$240,199** | **$4,341,773** | **$(267,778)** | **$(2,818,131)** | | Basic and diluted net income (loss) per share, Class A ordinary shares redeemable shares | **$0.01** | **$0.16** | **$(0.01)** | **$(0.10)** | | Basic and diluted net income (loss) per share, non redeemable Class A and Class B ordinary shares | **$0.01** | **$0.16** | **$(0.01)** | **$(0.10)** | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Unaudited Condensed Statements of Changes in Shareholders' Deficit | Item | December 31, **2024** | March 31, **2025** | June 30, **2025** | | :--- | :--- | :--- | :--- | | Balance — Shareholders' Deficit | **$(5,554,782)** | **$(6,069,583)** | **$(5,836,329)** | | Accretion for Class A ordinary shares subject to possible redemption | - | **$(6,824)** | **$(6,945)** | | Net loss (income) | **$(507,977)** | **$(507,977)** | **$240,199** | Unaudited Condensed Statements of Changes in Shareholders' Deficit (Prior Year) | Item | January 1, **2024** | March 31, **2024** | June 30, **2024** | | :--- | :--- | :--- | :--- | | Balance — Shareholders' Deficit | **$(6,432,250)** | **$(13,816,631)** | **$(9,697,200)** | | Accretion for Class A ordinary shares subject to possible redemption | - | **$(224,477)** | **$(222,342)** | | Net loss (income) | **$(7,159,904)** | **$(7,159,904)** | **$4,341,773** | [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Unaudited Condensed Statements of Cash Flows (Six Months Ended June 30) | Cash Flow Activity | **2025** | **2024** | | :--- | :--- | :--- | | Net loss | **$(267,778)** | **$(2,818,131)** | | Net cash used in operating activities | **$(280,910)** | **$(382,900)** | | Net cash provided by investing activities | **$0** | **$7,537,572** | | Net cash used in financing activities | **$0** | **$(7,302,572)** | | Net Change in Cash | **$(280,910)** | **$(147,900)** | | Cash - Beginning of the period | **$319,207** | **$178,119** | | Cash - End of the period | **$38,297** | **$30,219** | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=7&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) - The Company is a blank check company incorporated on **October 19, 2020**, for the purpose of effecting a Business Combination with one or more businesses[22](index=22&type=chunk) - The Company consummated its IPO on **February 4, 2021**, selling **103,500,000** units at **$10.00** per unit, generating gross proceeds of **$1,035,000,000**[25](index=25&type=chunk) - Simultaneously with the IPO, the Company sold **11,350,000 Private Placement Warrants** to Mustang Sponsor LLC for **$22,700,000**[26](index=26&type=chunk) - Following the IPO, **$1,035,000,000** was placed in a Trust Account and invested in U.S. government securities[28](index=28&type=chunk) - The deadline to complete a Business Combination has been extended multiple times, most recently to **September 4, 2025**, with potential for further extensions until **December 4, 2026**[38](index=38&type=chunk)[39](index=39&type=chunk) - In connection with extension votes, significant Class A ordinary shares were redeemed: **$1,032,028,964 on Feb 1, 2023**; **$7,662,572 on Feb 2, 2024**; and **$15,111,008 on Nov 26, 2024**[34](index=34&type=chunk)[37](index=37&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) - As of **June 30, 2025**, the Company had operating cash of **$38,297** and a working capital deficit of **$2,819,579**, raising substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated[44](index=44&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The unaudited interim condensed financial statements are prepared in accordance with U.S. GAAP and SEC rules, with certain information condensed or omitted for interim reporting[51](index=51&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity due to redemption rights outside the Company's control[58](index=58&type=chunk) - Public Warrants and Private Placement Warrants are classified as liabilities and measured at fair value, with changes recognized in the unaudited condensed statements of operations[66](index=66&type=chunk) - The Company is an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States; its tax provision was **zero** for the periods presented[68](index=68&type=chunk) - Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding; warrants are not considered dilutive[69](index=69&type=chunk)[70](index=70&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=21&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) - The Company sold **103,500,000** Units at **$10.00** per Unit, each consisting of one Class A ordinary share and one-fourth of one Public Warrant[76](index=76&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=21&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) - The Sponsor purchased **11,350,000 Private Placement Warrants** at **$2.00** per warrant, generating **$22,700,000**[77](index=77&type=chunk) - Proceeds from Private Placement Warrants were added to the Trust Account and will be used to fund Public Share redemption if a Business Combination is not completed[77](index=77&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=21&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) - The Sponsor acquired **25,875,000 Founder Shares** (Class B ordinary shares) for **$25,000**[78](index=78&type=chunk) - On **February 6, 2024**, the Sponsor converted **25,500,000** Class B ordinary shares into Class A ordinary shares[80](index=80&type=chunk) - The Company pays an affiliate of the Sponsor a monthly fee of **$10,000** for administrative services[81](index=81&type=chunk) - Working Capital Loans from related parties totaled **$500,000** outstanding as of **June 30, 2025** and **December 31, 2024**, which are non-interest bearing and convertible into warrants[82](index=82&type=chunk)[84](index=84&type=chunk) - Promissory notes from related parties (August **2023** Note, March **2024** Note, October **2024** Note) totaled **$1,400,000** outstanding as of **June 30, 2025** and **December 31, 2024**, all non-interest bearing[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) - An advance from a related party of **$1,485,000** was made by the Sponsor on **October 2, 2024**, for expenses[90](index=90&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=24&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants are entitled to registration rights[91](index=91&type=chunk) - The initial deferred underwriting fee of **$36,225,000** has been fully waived by BofA Securities, Goldman Sachs & Co. LLC, and Credit Suisse Securities (USA) LLC, resulting in **no deferred underwriting fees payable** as of **June 30, 2025**[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - The Company has a cost-sharing agreement, making it responsible for **55.4%** of expenses from agreed-upon third-party advisors for a Business Combination, with **$747,900** accrued as of **June 30, 2025**[96](index=96&type=chunk) [NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION](index=26&type=section&id=NOTE%207.%20CLASS%20A%20ORDINARY%20SHARES%20SUBJECT%20TO%20POSSIBLE%20REDEMPTION) - As of **June 30, 2025** and **December 31, 2024**, there were **89,480** Class A ordinary shares issued and outstanding subject to possible redemption, presented as temporary equity[97](index=97&type=chunk) [NOTE 8. SHAREHOLDERS' DEFICIT](index=26&type=section&id=NOTE%208.%20SHAREHOLDERS'%20DEFICIT) - The Company is authorized to issue **1,000,000** preference shares, but **none** were issued or outstanding as of **June 30, 2025** and **December 31, 2024**[98](index=98&type=chunk) - As of **June 30, 2025** and **December 31, 2024**, there were **25,589,480** Class A ordinary shares issued and outstanding (including **89,480** redeemable and **25,500,000** non-redeemable)[99](index=99&type=chunk) - As of **June 30, 2025** and **December 31, 2024**, there were **375,000** Class B ordinary shares issued and outstanding[100](index=100&type=chunk) - Class B ordinary shares automatically convert into Class A ordinary shares at the time of a Business Combination, ensuring Founder Shares equal **20%** of total outstanding ordinary shares post-IPO and equity-linked securities[103](index=103&type=chunk) [NOTE 9. WARRANT LIABILITIES](index=28&type=section&id=NOTE%209.%20WARRANT%20LIABILITIES) - As of **June 30, 2025** and **December 31, 2024**, there were **11,350,000 Private Placement Warrants** and **25,875,000 Public Warrants** outstanding, exercisable for a total of **37,225,000** Class A ordinary shares[104](index=104&type=chunk) - Public Warrants become exercisable on the later of **30 days** after a Business Combination or **one year** from the IPO closing, and expire **five years** from Business Combination completion or earlier upon redemption/liquidation[104](index=104&type=chunk) - The Company may redeem warrants at **$0.01** per warrant if the Class A ordinary share closing price equals or exceeds **$18.00** for **20 trading days** within a **30-day period**[107](index=107&type=chunk)[110](index=110&type=chunk) - The Company may redeem warrants at **$0.10** per warrant if the Class A ordinary share closing price equals or exceeds **$10.00** for **20 trading days** within a **30-day period**, with holders able to exercise on a cashless basis[108](index=108&type=chunk)[111](index=111&type=chunk) - Public Warrants may expire worthless if the Company fails to complete a Business Combination within the Combination Period[108](index=108&type=chunk) [NOTE 10. FAIR VALUE MEASUREMENTS](index=31&type=section&id=NOTE%2010.%20FAIR%20VALUE%20MEASUREMENTS) - The Company uses a fair value hierarchy (**Level 1, 2, 3**) to classify assets and liabilities based on observable and unobservable inputs[113](index=113&type=chunk)[116](index=116&type=chunk) - Public Warrants were valued using publicly listed trading prices (**Level 1 or 2**); they transferred from **Level 1 to Level 2** during **Q1 2024**, back to **Level 1** in **Q2 2024**, and to **Level 2** in **Q2 2025** due to limited trade volume[114](index=114&type=chunk)[117](index=117&type=chunk) - Private Placement Warrants are valued equivalently to Public Warrants but are classified as **Level 2** due to not being actively traded[115](index=115&type=chunk)[117](index=117&type=chunk) Warrant Liabilities Fair Value (June 30, **2025** & December 31, **2024**) | Description | Level | June 30, **2025** | December 31, **2024** | | :--- | :--- | :--- | :--- | | Warrant Liability – Public Warrants | **2** | **$776,250** | **$776,250** | | Warrant Liability – Private Placement Warrants | **2** | **$340,500** | **$340,500** | [NOTE 11. SEGMENT REPORTING](index=32&type=section&id=NOTE%2011.%20SEGMENT%20REPORTING) - The Company operates as a single reportable segment, with the Chief Executive Officer identified as the Chief Operating Decision Maker (CODM)[119](index=119&type=chunk) - The CODM reviews key metrics such as Trust Account balance, cash, general and administrative expenses, and interest earned on the Trust Account to assess performance and allocate resources[120](index=120&type=chunk)[121](index=121&type=chunk) [NOTE 12. SUBSEQUENT EVENTS](index=33&type=section&id=NOTE%2012.%20SUBSEQUENT%20EVENTS) - No subsequent events requiring adjustment or disclosure were identified up to the date the unaudited condensed financial statements were issued[123](index=123&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations, highlighting its status as a blank check company, recent delisting, extension of the Business Combination deadline, and the primary drivers of its net income/loss, liquidity, and going concern considerations [Overview](index=34&type=section&id=Overview) - The Company is a blank check company formed to effect a Business Combination[127](index=127&type=chunk) - The Company was delisted from NYSE American on **November 1, 2024**, and its securities are now quoted on the OTC Pink Open Market[130](index=130&type=chunk)[131](index=131&type=chunk) - The Business Combination deadline was extended to **September 4, 2025**, with the possibility of further monthly extensions until **December 4, 2026**[133](index=133&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) - The Company has not generated operating revenues to date; its income is primarily non-operating interest income from the Trust Account[134](index=134&type=chunk) Net Income (Loss) Summary | Period | Net Income (Loss) **2025** | Net Income (Loss) **2024** | | :--- | :--- | :--- | | Three months ended June 30 | **$240,199** | **$4,341,773** | | Six months ended June 30 | **$(267,778)** | **$(2,818,131)** | - Key factors affecting net income/loss include general and administrative expenses, interest earned on the Trust Account, and changes in the fair value of warrant liabilities[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) - Following the IPO and private placement, **$1,035,000,000** was placed in the Trust Account[139](index=139&type=chunk) Cash Position (June 30, **2025**) | Item | Amount | | :--- | :--- | | Cash held in Trust Account | **$1,049,122** | | Operating cash | **$38,297** | - Cash used in operating activities for the six months ended **June 30, 2025**, was **$280,910**[140](index=140&type=chunk) - The Company relies on loans from its Sponsor or affiliates to fund working capital deficiencies and transaction costs, including **$500,000** outstanding under working capital loans and **$1,400,000** under promissory notes as of **June 30, 2025**[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) [Going Concern](index=38&type=section&id=Going%20Concern) - The Company's liquidity condition raises substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated by **September 4, 2025** (or up to **December 4, 2026** with all extensions)[148](index=148&type=chunk)[149](index=149&type=chunk) - If a Business Combination is not completed by the deadline, there will be a mandatory liquidation and dissolution of the Company[149](index=149&type=chunk) [Off-Balance Sheet Arrangements](index=38&type=section&id=Off-Balance%20Sheet%20Arrangements) - The Company has **no off-balance sheet arrangements** as of **June 30, 2025**[150](index=150&type=chunk) [Contractual Obligations](index=38&type=section&id=Contractual%20Obligations) - The Company has a monthly fee of **$10,000** payable to an affiliate of an executive officer for administrative services[151](index=151&type=chunk) - All deferred underwriting fees, initially **$36,225,000**, have been waived by the underwriters, resulting in **no deferred fees payable**[152](index=152&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) [Critical Accounting Policies and Estimates](index=40&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - Ordinary shares subject to possible redemption are classified as temporary equity and adjusted to redemption value at each reporting period[156](index=156&type=chunk)[157](index=157&type=chunk) - Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding, with accretion for redeemable shares excluded[158](index=158&type=chunk) - Public and Private Placement Warrants are recognized as derivative liabilities at fair value, with changes in fair value recognized in the unaudited condensed statements of operations[159](index=159&type=chunk)[160](index=160&type=chunk) [Recent Accounting Standards](index=40&type=section&id=Recent%20Accounting%20Standards) - Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the Company's unaudited condensed financial statements[161](index=161&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The Company assesses its market and interest rate risk, concluding that it has no material exposure due to its investment strategy in short-term U.S. government securities or money market funds - As of **June 30, 2025**, the Company was **not subject to any material market or interest rate risk**[162](index=162&type=chunk) - Net proceeds from the IPO, including amounts in the Trust Account, are invested in short-term U.S. government securities or money market funds[162](index=162&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) The Company's management, including the CEO and CFO, evaluated the effectiveness of its disclosure controls and procedures, concluding they were effective as of June 30, 2025, with no material changes in internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were **effective** as of **June 30, 2025**[164](index=164&type=chunk) - There were **no material changes** in the Company's internal control over financial reporting during the most recent fiscal quarter[165](index=165&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The Company reports that there are no legal proceedings to disclose - **No legal proceedings** to report[168](index=168&type=chunk) [Item 1A. Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) The Company refers to the risk factors detailed in its Annual Report on Form 10-K and confirms no material changes to these risks as of the current report date - **No material changes** to the risk factors disclosed in the Company's Annual Report on Form 10-K[169](index=169&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The Company states that there were no unregistered sales of equity securities or use of proceeds to report during the period - **No unregistered sales** of equity securities or use of proceeds to report[170](index=170&type=chunk) [Item 3. Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reports no defaults upon senior securities - **No defaults** upon senior securities to report[171](index=171&type=chunk) [Item 4. Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company states that there are no mine safety disclosures - **No mine safety disclosures** to report[171](index=171&type=chunk) [Item 5. Other Information](index=42&type=section&id=Item%205.%20Other%20Information) The Company reports that there is no other information to disclose - **No other information** to report[172](index=172&type=chunk) [Item 6. Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with or incorporated by reference into the Quarterly Report on Form 10-Q, including certifications and XBRL documents Exhibits Filed | No. | Description of Exhibit | | :--- | :--- | | **3.1** | Amended and Restated Memorandum and Articles of Association (**1**) | | **3.2** | Amendment to Amended and Restated Memorandum and Articles of Association (**2**) | | **31.1*** | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules **13a-14(a)** | | **31.2*** | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules **13a-14(a)** | | **32.1**** | Certification of Principal Executive Officer Pursuant to **18** U.S.C. Section **1350** | | **32.2**** | Certification of Principal Financial Officer Pursuant to **18** U.S.C. Section **1350** | | **101.INS*** | Inline XBRL Instance Document | | **101.SCH*** | Inline XBRL Taxonomy Extension Schema Document | | **101.CAL*** | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | **101.DEF*** | Inline XBRL Taxonomy Extension Definition Linkbase Document | | **101.LAB*** | Inline XBRL Taxonomy Extension Label Linkbase Document | | **101.PRE*** | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | **104**** | Cover Page Interactive Data File | PART III. SIGNATURE [Signature](index=44&type=section&id=Signature) The report is officially signed by the Chief Financial Officer of JAWS MUSTANG ACQUISITION CORPORATION, affirming its submission in accordance with Exchange Act requirements - The report was signed by **Michael Reidler**, Chief Financial Officer of JAWS MUSTANG ACQUISITION CORPORATION, on **August 11, 2025**[181](index=181&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to Commission File Number: 0-18415 Isabella Bank Corporation (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organ ...

[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q) This section details ZipRecruiter, Inc.'s Form 10-Q filing, including its classification, registered securities, and outstanding common stock - ZipRecruiter, Inc. filed its Quarterly Report on Form 10-Q for the period ended **June 30, 2025**[2](index=2&type=chunk) - The registrant is a large accelerated filer and is not a shell company[4](index=4&type=chunk)[5](index=5&type=chunk) - As of **August 4, 2025**, **74,088,830** shares of Class A common stock and **13,029,486** shares of Class B common stock were outstanding[5](index=5&type=chunk) Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |---|---|---| | Class A common stock, $0.00001 par value per share | ZIP | New York Stock Exchange | [Note Regarding Forward-Looking Statements](index=3&type=section&id=NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section clarifies that the report contains forward-looking statements subject to risks and uncertainties, with no obligation for future updates - The Quarterly Report on Form 10-Q contains forward-looking statements regarding future operating results, financial position, business strategy, market growth, and objectives[9](index=9&type=chunk) - These statements are based on current expectations and projections but are subject to numerous risks, uncertainties, and assumptions, including those detailed in the 'Risk Factors' section, which could cause actual results to differ materially[11](index=11&type=chunk)[12](index=12&type=chunk) - The company undertakes no obligation to update these forward-looking statements after the filing date, except as required by law[13](index=13&type=chunk) [Summary of Risk Factors](index=5&type=section&id=SUMMARY%20OF%20RISK%20FACTORS) This section summarizes key risks including economic fluctuations, intense competition, reliance on employer subscriptions, talent retention, and stock market volatility - The business is significantly affected by fluctuations in general economic conditions, with potential for delayed, short-lived, or uneven economic recovery impacting demand for services[16](index=16&type=chunk) - Intense competition could lead to market share loss, adversely affecting business, operating results, and financial condition[16](index=16&type=chunk) - Future success depends on employers purchasing and renewing or upgrading subscriptions and performance-based services; any decline could harm future operating results[16](index=16&type=chunk) - The company's success relies heavily on its ability to attract and retain talented employees, including senior management and key personnel[16](index=16&type=chunk) - Market volatility may affect the value of Class A common stock and could subject the company to litigation[17](index=17&type=chunk) [Part I - Financial Information](index=7&type=section&id=Part%20I%20-%20Financial%20Information) This part presents the unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures - Part I includes the unaudited condensed consolidated financial statements for the periods ended **June 30, 2025 and 2024**[18](index=18&type=chunk) - It also covers Management's Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk, and Controls and Procedures[6](index=6&type=chunk) [Item 1. Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents ZipRecruiter, Inc.'s unaudited condensed consolidated financial statements, encompassing balance sheets, statements of operations, comprehensive income, equity changes, and cash flows, along with explanatory notes on accounting policies and financial instruments [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20and%20December%2031%2C%202024) This section presents the company's financial position, highlighting changes in assets, liabilities, and stockholders' equity between December 2024 and June 2025 - Total assets decreased from **$664.1 million** at **December 31, 2024**, to **$592.4 million** at **June 30, 2025**[19](index=19&type=chunk) - Total stockholders' equity shifted from a positive **$13.4 million** at **December 31, 2024**, to a deficit of **$(65.9) million** at **June 30, 2025**[19](index=19&type=chunk) Condensed Consolidated Balance Sheets (in thousands) | | June 30, 2025 | December 31, 2024 | |---|---|---| | **Assets** | | | | Cash and cash equivalents | $203,456 | $218,432 | | Marketable securities | $217,711 | $287,449 | | Total current assets | $459,679 | $543,673 | | Total assets | $592,398 | $664,060 | | **Liabilities and Stockholders' Equity (Deficit)** | | | | Total current liabilities | $83,746 | $81,594 | | Long-term borrowings, net | $544,207 | $543,649 | | Total liabilities | $658,266 | $650,630 | | Total stockholders' equity (deficit) | $(65,868) | $13,430 | | Total liabilities and stockholders' equity (deficit) | $592,398 | $664,060 | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section details the company's financial performance, showing revenue, gross profit, and net income (loss) for the three and six months ended June 30, 2025 and 2024 - Revenue decreased by **9%** for the three months ended **June 30, 2025**, and by **10%** for the six months ended **June 30, 2025**, compared to the prior year periods[21](index=21&type=chunk) - The company reported a net loss of **$(9.5) million** for Q2 2025 and **$(22.3) million** for H1 2025, compared to net income of **$7.0 million** and **$0.5 million** in the respective prior year periods[21](index=21&type=chunk) Condensed Consolidated Statements of Operations (in thousands, except per share amounts) | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |---|---|---|---|---| | Revenue | $112,232 | $123,658 | $222,297 | $245,897 | | Gross profit | $100,269 | $110,715 | $198,679 | $219,633 | | Income (loss) from operations | $(6,662) | $9,423 | $(18,331) | $8,517 | | Net income (loss) | $(9,506) | $7,014 | $(22,337) | $509 | | Net income (loss) per share (Basic) | $(0.10) | $0.07 | $(0.24) | $0.01 | | Net income (loss) per share (Diluted) | $(0.10) | $0.07 | $(0.24) | $0.00 | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section presents the company's comprehensive income (loss), including net income (loss) and other comprehensive income (loss), for the three and six months ended June 30, 2025 and 2024 - Total comprehensive income (loss) for the three months ended **June 30, 2025**, was **$(9.5) million**, a decrease from **$7.0 million** in the prior-year period[22](index=22&type=chunk) - For the six months ended **June 30, 2025**, total comprehensive loss was **$(22.4) million**, compared to comprehensive income of **$0.4 million** in the prior-year period[22](index=22&type=chunk) Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands) | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |---|---|---|---|---| | Net income (loss) | $(9,506) | $7,014 | $(22,337) | $509 | | Other comprehensive income (loss), net of tax | $25 | $16 | $(47) | $(64) | | Total comprehensive income (loss) | $(9,481) | $7,030 | $(22,384) | $445 | [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section outlines changes in stockholders' equity (deficit), reflecting the impact of net loss, stock repurchases, and stock-based compensation for the periods presented - Total stockholders' equity (deficit) decreased from **$13.4 million** at **December 31, 2024**, to a deficit of **$(65.9) million** at **June 30, 2025**[24](index=24&type=chunk) - Repurchase and retirement of common stock amounted to **$(27.5) million** for the three months ended **March 31, 2025**, and **$(32.6) million** for the three months ended **June 30, 2025**[24](index=24&type=chunk) - Stock-based compensation contributed **$14.8 million** and **$13.0 million** to additional paid-in capital for the two quarters of **2025**, respectively[24](index=24&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section presents the company's cash flow activities, detailing changes in operating, investing, and financing cash flows for the six months ended June 30, 2025 and 2024 - Net cash provided by operating activities significantly decreased from **$23.9 million** in H1 2024 to **$0.6 million** in H1 2025[29](index=29&type=chunk) - Net cash provided by investing activities shifted from a use of **$(15.4) million** in H1 2024 to a provision of **$68.5 million** in H1 2025, primarily due to marketable securities activities[29](index=29&type=chunk) - Net cash used in financing activities increased from **$(19.9) million** in H1 2024 to **$(84.1) million** in H1 2025, driven by higher common stock repurchases[29](index=29&type=chunk) Condensed Consolidated Statements of Cash Flows (in thousands) | | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |---|---|---| | Net cash provided by operating activities | $634 | $23,897 | | Net cash provided by (used in) investing activities | $68,491 | $(15,361) | | Net cash used in financing activities | $(84,101) | $(19,891) | | Net decrease in cash and cash equivalents | $(14,976) | $(11,355) | | Cash and cash equivalents, End of period | $203,456 | $271,688 | [Notes to the Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the condensed consolidated financial statements, covering the company's organization, accounting policies, net income per share, recent acquisition, revenue recognition, financial instruments, accrued expenses, debt, commitments, share repurchase program, stock-based compensation, income taxes, and subsequent events [1. Organization and Description of Business](index=13&type=section&id=1.%20Organization%20and%20Description%20of%20Business) This note describes ZipRecruiter, Inc.'s incorporation, business model as a two-sided marketplace, and its wholly owned subsidiaries - ZipRecruiter, Inc. was incorporated in Delaware on **June 29, 2010**, operating as a two-sided marketplace connecting employers and job seekers[32](index=32&type=chunk) - The Company includes its wholly owned subsidiaries: ZipRecruiter Israel Ltd., ZipRecruiter UK Ltd., ZipRecruiter Canada Ltd., and Poplar Technologies Ltd[32](index=32&type=chunk) [2. Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies](index=13&type=section&id=2.%20Basis%20of%20Presentation%2C%20Principles%20of%20Consolidation%2C%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note details the basis of financial statement presentation, consolidation principles, significant accounting policies, and the impact of new accounting pronouncements - Unaudited condensed consolidated financial statements are prepared in conformity with U.S. GAAP for interim financial information, with certain disclosures condensed or omitted[33](index=33&type=chunk) - The Company operates as a single operating segment, with the CEO reviewing consolidated financial information for performance assessment and resource allocation[43](index=43&type=chunk)[44](index=44&type=chunk) - Foreign countries accounted for less than **2%** of revenue for the three and six months ended **June 30, 2025 and 2024**[47](index=47&type=chunk) - In **October 2024**, the Company entered into a lease agreement for its new corporate headquarters, commencing in Q2 2025, resulting in **$6.4 million** in non-cash operating lease liabilities and right-of-use assets[52](index=52&type=chunk) - New accounting pronouncements (ASU 2023-09 and ASU 2024-03) related to income tax and expense disaggregation disclosures are being evaluated for future impact[55](index=55&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) [3. Net Income (Loss) Per Share](index=16&type=section&id=3.%20Net%20Income%20(Loss)%20Per%20Share) This note provides the calculation of basic and diluted net income (loss) per share, including the treatment of potentially dilutive common stock equivalents - Potentially dilutive common stock equivalents of **10.8 million** (Q2 2025) and **11.2 million** (H1 2025) were excluded from diluted EPS computation due to their anti-dilutive effect[61](index=61&type=chunk) Net Income (Loss) Per Share (Basic and Diluted, in thousands, except per share amounts) | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |---|---|---|---|---| | Net income (loss) | $(9,506) | $7,014 | $(22,337) | $509 | | Basic EPS | $(0.10) | $0.07 | $(0.24) | $0.01 | | Diluted EPS | $(0.10) | $0.07 | $(0.24) | $0.00 | | Basic Weighted Average Shares | 90,569 | 99,171 | 94,297 | 99,066 | | Diluted Weighted Average Shares | 90,569 | 103,045 | 94,297 | 103,208 | [4. Acquisitions](index=17&type=section&id=4.%20Acquisitions) This note details the acquisition of Breakroom in July 2024, including the purchase price, recognized goodwill, intangible assets, and related amortization expense - On **July 23, 2024**, ZipRecruiter acquired **100%** of Breakroom, a UK-based employee review platform, for **$13.3 million** (**$12.4 million** cash, **$0.9 million** liability)[62](index=62&type=chunk) - The acquisition resulted in **$6.8 million** in goodwill and **$6.2 million** in identifiable intangible assets (developed technology **$5.8 million**, trade names **$0.4 million**)[63](index=63&type=chunk) - Amortization expense for these finite-lived intangible assets was **$0.5 million** for the three months ended **June 30, 2025**, and **$1.0 million** for the six months ended **June 30, 2025**[63](index=63&type=chunk) [5. Revenue Information](index=18&type=section&id=5.%20Revenue%20Information) This note disaggregates revenue by stream, showing subscription and performance-based revenue, and notes a change in the estimated customer life for deferred commissions - Subscription revenue decreased by **9%** for Q2 2025 and **10%** for H1 2025 YoY[65](index=65&type=chunk) - Performance-based revenue decreased by **10%** for Q2 2025 and **7%** for H1 2025 YoY[65](index=65&type=chunk) - In **April 2025**, the estimated expected customer life for deferred commissions was adjusted from three years to four years, with an immaterial financial impact[67](index=67&type=chunk) Revenue Streams (in thousands) | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |---|---|---|---|---| | Subscription revenue | $87,803 | $96,427 | $173,168 | $192,988 | | Performance-based revenue | $24,429 | $27,231 | $49,129 | $52,909 | | Total revenue | $112,232 | $123,658 | $222,297 | $245,897 | [6. Financial Instruments](index=19&type=section&id=6.%20Financial%20Instruments) This note provides fair value measurements for financial assets, details the fair value of senior unsecured notes, and outlines the maturity profile of available-for-sale debt securities - The aggregate fair value of senior unsecured notes due 2030 was approximately **$459.3 million** as of **June 30, 2025**, and **$496.4 million** as of **December 31, 2024**[76](index=76&type=chunk) - As of **June 30, 2025**, **$214.4 million** of available-for-sale debt securities are due within **1 year**, and **$19.6 million** are due after **1 year** through **5 years**[78](index=78&type=chunk) Fair Value Measurements of Financial Assets (as of June 30, 2025, in thousands) | | Amortized Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Balance Sheet Classification | |---|---|---|---|---|---| | **Level 1:** | | | | | | | Cash | $170,417 | $— | $— | $170,417 | Cash and Cash Equivalents | | Money market mutual funds | $16,769 | $— | $— | $16,769 | Cash and Cash Equivalents | | U.S. treasury securities | $106,090 | $1 | $(12) | $106,079 | Marketable Securities | | **Level 2:** | | | | | | | Commercial paper | $39,277 | $— | $— | $39,277 | Cash and Cash Equivalents / Marketable Securities | | Certificates of deposit | $112 | $— | $— | $112 | Marketable Securities | | Corporate notes and obligations | $64,617 | $12 | $(13) | $64,616 | Cash and Cash Equivalents / Marketable Securities | | Asset-backed securities | $23,876 | $24 | $(3) | $23,897 | Marketable Securities | | **Total** | **$421,158** | **$37** | **$(28)** | **$421,167** | **$203,456 (Cash), $217,711 (Marketable Securities)** | [7. Accrued Expenses](index=21&type=section&id=7.%20Accrued%20Expenses) This note details the composition of accrued expenses, showing a slight decrease in total accrued expenses and shifts between compensation and marketing accruals - Total accrued expenses remained relatively stable, decreasing slightly from **$43.5 million** at **December 31, 2024**, to **$43.1 million** at **June 30, 2025**[83](index=83&type=chunk) - Accrued marketing increased by **$3.4 million**, while accrued compensation and benefits decreased by **$3.4 million**[83](index=83&type=chunk) Accrued Expenses (in thousands) | | June 30, 2025 | December 31, 2024 | |---|---|---| | Accrued compensation and benefits | $14,991 | $18,415 | | Accrued marketing | $14,341 | $10,956 | | Accrued commissions | $4,031 | $3,913 | | Accrued partner expenses | $1,109 | $1,204 | | Accrued refunds and customer liabilities | $2,133 | $1,982 | | Other accrued expenses | $6,481 | $7,023 | | Total accrued expenses | $43,086 | $43,493 | [8. Debt](index=22&type=section&id=8.%20Debt) This note describes the company's debt structure, including the increased credit facility, outstanding senior unsecured notes, and related interest expense - The credit facility was increased from **$250.0 million** to **$290.0 million** in **July 2024**, with a maturity date of **April 30, 2026**[85](index=85&type=chunk) - As of **June 30, 2025**, the Company had no amounts outstanding under its credit facility and **$286.6 million** available[85](index=85&type=chunk) - Senior unsecured Notes of **$550.0 million** principal amount were issued in **January 2022**, maturing **January 15, 2030**, with a **5%** annual interest rate[86](index=86&type=chunk) - Interest expense related to the Notes was **$7.2 million** for Q2 2025 and **$14.3 million** for H1 2025, with an effective interest rate of **5.4%**[88](index=88&type=chunk) [9. Commitments and Contingencies](index=22&type=section&id=9.%20Commitments%20and%20Contingencies) This note addresses the company's legal proceedings and claims arising in the ordinary course of business, and its indemnification arrangements - The Company is subject to various legal proceedings and claims that arise in the ordinary course of business[89](index=89&type=chunk) - No liability has been accrued for indemnification arrangements as the likelihood of incurring a payment obligation is neither probable nor reasonably estimable[92](index=92&type=chunk) [10. Share Repurchase Program](index=23&type=section&id=10.%20Share%20Repurchase%20Program) This note details the share repurchase program, including the authorized amount, shares repurchased, remaining availability, and subsequent additional authorization - The board of directors authorized the Company to repurchase up to **$650.0 million** of outstanding common stock[93](index=93&type=chunk) - During the six months ended **June 30, 2025**, the Company repurchased **14.9 million** shares of Class A common stock for **$83.9 million**[94](index=94&type=chunk) - Approximately **$39.2 million** remained available for future repurchases under the Program as of **June 30, 2025**[95](index=95&type=chunk) - In **August 2025**, the board authorized an additional **$100.0 million**, increasing the total authorization to **$750.0 million**[110](index=110&type=chunk) [11. Stock-Based Compensation](index=23&type=section&id=11.%20Stock-Based%20Compensation) This note presents stock-based compensation expense by functional area, details the decrease in total compensation, and mentions the suspension of the Employee Stock Purchase Plan - Total stock-based compensation decreased by **$3.0 million** (**19%**) for Q2 2025 and **$6.9 million** (**20%**) for H1 2025 YoY[96](index=96&type=chunk) - As of **June 30, 2025**, total unrecognized stock-based compensation expense for unvested RSUs was **$84.4 million**, expected to be recognized over a weighted average period of **1.3 years**[104](index=104&type=chunk) - The Employee Stock Purchase Plan (ESPP) was suspended following the completion of the purchase of shares for the offering period that ended **February 14, 2025**[100](index=100&type=chunk) Stock-Based Compensation Expense (in thousands) | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |---|---|---|---|---| | Cost of revenue | $112 | $161 | $240 | $334 | | Sales and marketing | $2,186 | $2,595 | $4,615 | $5,427 | | Research and development | $5,950 | $8,447 | $13,398 | $17,907 | | General and administrative | $4,364 | $4,386 | $8,986 | $10,497 | | Total stock-based compensation | $12,612 | $15,589 | $27,239 | $34,165 | [12. Income Taxes](index=25&type=section&id=12.%20Income%20Taxes) This note details income tax expense (benefit) and effective tax rates, explaining deviations from the statutory rate and the anticipated impact of the One Big Beautiful Bill Act - The effective tax rate for H1 2025 was **2.1%**, significantly lower than **88.1%** in H1 2024, primarily due to a decrease in income before income taxes[105](index=105&type=chunk)[160](index=160&type=chunk) - The One Big Beautiful Bill Act (OBBBA), enacted **July 4, 2025**, is anticipated to reduce income taxes payable and change deferred tax assets, but its impacts are not included in the current financial statements[108](index=108&type=chunk) Income Tax Expense (Benefit) and Effective Tax Rate | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |---|---|---|---|---| | Income tax expense (benefit) | $396 | $647 | $(479) | $3,769 | | Effective tax rate | (4.3)% | 8.4% | 2.1% | 88.1% | | Statutory federal income tax rate | 21% | 21% | 21% | 21% | [13. Subsequent Events](index=25&type=section&id=13.%20Subsequent%20Events) This note discloses subsequent events, specifically the board's authorization of an additional **$100.0 million** for the share repurchase program in August 2025 - In **August 2025**, the Company's board of directors authorized an additional **$100.0 million** for the share repurchase program, increasing the aggregate authorization to **$750.0 million**[110](index=110&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on ZipRecruiter's financial condition and results of operations, discussing key operating metrics, macroeconomic impacts, revenue and expense components, and a detailed comparison of financial performance, liquidity, capital resources, and critical accounting policies [Overview](index=26&type=section&id=OVERVIEW) This overview describes ZipRecruiter's business model as a two-sided marketplace, its strategic investments in functionality, and key financial highlights for the reporting periods - ZipRecruiter operates as a two-sided marketplace connecting employers and job seekers, generating revenue primarily from employer fees for job postings and other features[112](index=112&type=chunk) - The company plans to continue aggressive investment in its marketplace to improve functionality and drive growth, focusing on expanding employer/job seeker footprints, increasing engagement, and enhancing datasets and machine learning[114](index=114&type=chunk) Financial Highlights (in millions) | Period | Revenue | Net Income (Loss) | Adjusted EBITDA | |---|---|---|---| | Three Months Ended June 30, 2025 | $112.2 | $(9.5) | $9.3 | | Three Months Ended June 30, 2024 | $123.7 | $7.0 | $27.8 | | Six Months Ended June 30, 2025 | $222.3 | $(22.3) | $15.3 | | Six Months Ended June 30, 2024 | $245.9 | $0.5 | $48.6 | [Key Operating Metrics and Non-GAAP Financial Measures](index=26&type=section&id=KEY%20OPERATING%20METRICS%20AND%20NON-GAAP%20FINANCIAL%20MEASURES) This section presents key operating metrics such as Quarterly Paid Employers and Revenue per Paid Employer, along with non-GAAP financial measures like Adjusted EBITDA and its margin - Quarterly Paid Employers increased **4%** sequentially in Q2 2025, while Revenue per Paid Employer decreased sequentially[119](index=119&type=chunk)[121](index=121&type=chunk) - Adjusted EBITDA and margin decreased significantly YoY for both the three and six months ended **June 30, 2025**[117](index=117&type=chunk)[125](index=125&type=chunk) Key Operating Metrics | Metric | March 31, 2024 | June 30, 2024 | September 30, 2024 | December 31, 2024 | March 31, 2025 | June 30, 2025 | |---|---|---|---|---|---|---| | Quarterly Paid Employers | 71,572 | 70,458 | 65,222 | 57,833 | 63,466 | 66,302 | | Revenue per Paid Employer | $1,708 | $1,755 | $1,795 | $1,920 | $1,734 | $1,693 | Adjusted EBITDA and Margin (in thousands, except percentages) | Period | Adjusted EBITDA | Adjusted EBITDA Margin | |---|---|---| | Three Months Ended June 30, 2025 | $9,343 | 8% | | Three Months Ended June 30, 2024 | $27,849 | 23% | | Six Months Ended June 30, 2025 | $15,277 | 7% | | Six Months Ended June 30, 2024 | $48,629 | 20% | [Impact of Macroeconomic Conditions](index=28&type=section&id=Impact%20of%20Macroeconomic%20Conditions) This section discusses how macroeconomic conditions, including reduced hiring demand and labor market uncertainty, impacted Quarterly Paid Employers and revenue in Q2 2025 - Lower Quarterly Paid Employers and Revenue per Paid Employer in Q2 2025 compared to the prior-year period were primarily due to reduced demand for hiring and continued uncertainty in the labor market[126](index=126&type=chunk) - Revenue for Q2 2025 decreased **9%** YoY, reflecting lower hiring levels due to economic uncertainty and volatile trade policies[126](index=126&type=chunk) [Components of Our Results of Operations](index=28&type=section&id=Components%20of%20Our%20Results%20of%20Operations) This section breaks down the components of the company's results of operations, including revenue, cost of revenue, operating expenses, interest, other income, and income tax expense [Revenue](index=28&type=section&id=Revenue) Revenue is primarily generated from employer fees for job postings, with subscription revenue recognized ratably and performance-based revenue recognized upon candidate engagement - Revenue is generated primarily from fees paid by employers to post and distribute jobs in the marketplace, as well as through Job Distribution Partners[127](index=127&type=chunk) - Subscription revenue includes time-based job posting plans, upsells, and resume database plans, recognized ratably over the subscription period[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk) - Performance-based revenue is recognized when a candidate clicks on or applies to a job, typically capped at a contractual maximum per job recruitment campaign[131](index=131&type=chunk) [Cost of Revenue and Gross Profit](index=29&type=section&id=Cost%20of%20Revenue%20and%20Gross%20Profit) Cost of revenue comprises hosting fees, processing fees, personnel, partner share, and amortization, with both cost of revenue and gross margin expected to remain relatively flat as a percentage of revenue - Cost of revenue consists of third-party hosting fees, credit card processing fees, personnel-related costs for customer support, partner revenue share, job distribution costs, and amortization of capitalized software[133](index=133&type=chunk) - Cost of revenue is expected to increase or decrease in absolute dollars in direct correlation to revenue, while cost of revenue as a percentage of revenue is expected to remain relatively flat year-over-year[134](index=134&type=chunk) - Gross margin is expected to remain relatively flat year-over-year but may vary from quarter to quarter due to the timing and extent of expenses[135](index=135&type=chunk) [Costs and Operating Expenses](index=30&type=section&id=Costs%20and%20Operating%20Expenses) This section details the company's operating expenses, including sales and marketing, research and development, and general and administrative costs [Sales and Marketing](index=30&type=section&id=Sales%20and%20Marketing) Sales and marketing expenses, comprising personnel, advertising, and overhead, are highly variable and represent the largest operating expense category - Sales and marketing expense includes personnel-related costs, marketing activities (advertising, online lead generation, events, candidate acquisition), and allocated overhead costs[136](index=136&type=chunk) - These expenses are highly variable and adjusted throughout economic cycles to optimize spend, and are expected to remain the largest operating expense category[137](index=137&type=chunk) [Research and Development](index=30&type=section&id=Research%20and%20Development) Research and development expenses, including personnel and software amortization, are crucial for marketplace improvements, service expansion, and talent acquisition - Research and development expense consists of personnel-related costs for R&D employees, amortization of capitalized software, and third-party service provider costs[138](index=138&type=chunk) - Continued investments in R&D are important for strategic objectives, including ongoing improvements to the marketplace, expansion of services, and hiring engineering/product talent[139](index=139&type=chunk) [General and Administrative](index=30&type=section&id=General%20and%20Administrative) General and administrative expenses cover personnel, professional services, and overhead, with continued investment expected in corporate infrastructure as a public company - General and administrative expense includes personnel-related costs for executive, finance, human resource, and administrative departments, fees for third-party professional services, and allocated overhead[140](index=140&type=chunk) - The company expects to continue investing in corporate infrastructure and incur additional expenses associated with operating as a public company[141](index=141&type=chunk) [Interest Expense](index=30&type=section&id=Interest%20Expense) Interest expense includes costs from outstanding borrowings, credit facility fees, and amortization of issuance costs for debt instruments - Interest expense consists of interest costs associated with outstanding borrowings, undrawn fees for the credit facility, and amortization of issuance costs for the credit facility and senior unsecured notes[142](index=142&type=chunk) [Other Income (Expense), Net](index=31&type=section&id=Other%20Income%20(Expense)%2C%20Net) Other income (expense), net primarily includes interest income, foreign currency gains/losses, and realized gains/losses on debt securities, with foreign currency exposure mainly from international personnel expenses - Other income (expense), net primarily includes interest income from cash, cash equivalents, and marketable securities, gains and losses from foreign currency exchange transactions, and realized gains and losses on sales of available-for-sale debt securities[143](index=143&type=chunk) - Foreign currency exposure is primarily related to personnel-related expenses denominated in Canadian Dollar, British Pound, and Israeli New Shekel[143](index=143&type=chunk) [Income Tax Expense (Benefit)](index=31&type=section&id=Income%20Tax%20Expense%20(Benefit)) The effective tax rate deviates from the U.S. federal statutory rate due to factors such as RSU settlements, non-deductible expenses, state taxes, and R&D tax credits - The effective tax rate for the three and six months ended **June 30, 2025 and 2024**, differed from the U.S. federal statutory rate of **21%** primarily due to tax detriments from RSU settlements, non-deductible expenses, state taxes, and net tax benefits from research and development tax credits[144](index=144&type=chunk) [Results of Operations (Comparison)](index=32&type=section&id=Results%20of%20Operations) This section provides a comparative analysis of the company's financial performance, detailing changes in revenue, cost of revenue, operating expenses, other income, and income tax for the periods presented [Revenue (Comparison)](index=32&type=section&id=Revenue%20(Comparison)) Revenue decreased due to fewer Quarterly Paid Employers and lower Revenue per Paid Employer, reflecting reduced hiring demand and labor market uncertainty - Revenue decreased primarily due to a lower number of Quarterly Paid Employers and lower Revenue per Paid Employer, reflecting reduced demand for hiring and continued uncertainty in the labor market[147](index=147&type=chunk)[148](index=148&type=chunk) - Subscription revenue decreased by **9%** for the three months and **10%** for the six months ended **June 30, 2025**, while performance-based revenue decreased by **10%** and **7%** respectively[147](index=147&type=chunk)[148](index=148&type=chunk) Revenue Comparison (in thousands, except percentages) | Period | 2025 Revenue | 2024 Revenue | $ Change | % Change | |---|---|---|---|---| | Three Months Ended June 30 | $112,232 | $123,658 | $(11,426) | (9)% | | Six Months Ended June 30 | $222,297 | $245,897 | $(23,600) | (10)% | [Cost of Revenue and Gross Margin (Comparison)](index=33&type=section&id=Cost%20of%20Revenue%20and%20Gross%20Margin%20(Comparison)) Cost of revenue decreased due to lower partner revenue share and hosting fees, while gross margin remained stable at **89%** for the six months ended June 30, 2025 - Cost of revenue decreased primarily due to a **$0.7 million** decrease in partner revenue share for Q2 2025 and a **$1.2 million** decrease in partner revenue share and **$0.8 million** in third-party hosting fees for H1 2025[150](index=150&type=chunk)[151](index=151&type=chunk) - Gross margin remained stable at **89%** for the six months ended **June 30, 2025**, reflecting continued commitment to operational efficiencies[151](index=151&type=chunk) Cost of Revenue and Gross Margin Comparison (in thousands, except percentages) | Period | 2025 Cost of Revenue | 2024 Cost of Revenue | $ Change | % Change | 2025 Gross Margin | 2024 Gross Margin | |---|---|---|---|---|---|---| | Three Months Ended June 30 | $11,963 | $12,943 | $(980) | (8)% | 89% | 90% | | Six Months Ended June 30 | $23,618 | $26,264 | $(2,646) | (10)% | 89% | 89% | [Sales and Marketing (Comparison)](index=34&type=section&id=Sales%20and%20Marketing%20(Comparison)) Sales and marketing expenses increased due to higher advertising spend, partially offset by lower personnel-related costs and stock-based compensation - Sales and marketing expenses increased due to higher marketing and advertising spend (**$7.5 million** for Q2, **$13.4 million** for H1), partially offset by lower personnel-related costs and stock-based compensation[153](index=153&type=chunk)[154](index=154&type=chunk) Sales and Marketing Expense Comparison (in thousands, except percentages) | Period | 2025 Expense | 2024 Expense | $ Change | % Change | 2025 % of Revenue | 2024 % of Revenue | |---|---|---|---|---|---|---| | Three Months Ended June 30 | $58,065 | $51,464 | $6,601 | 13% | 52% | 42% | | Six Months Ended June 30 | $116,533 | $106,157 | $10,376 | 10% | 52% | 43% | [Research and Development (Comparison)](index=34&type=section&id=Research%20and%20Development%20(Comparison)) Research and development expenses decreased primarily due to lower stock-based compensation from reduced headcount, partially offset by increased amortization from the Breakroom acquisition - R&D expenses decreased primarily due to lower stock-based compensation (**$2.5 million** for Q2, **$4.5 million** for H1) from reduced headcount, partially offset by increased amortization from the Breakroom acquisition[155](index=155&type=chunk)[156](index=156&type=chunk) Research and Development Expense Comparison (in thousands, except percentages) | Period | 2025 Expense | 2024 Expense | $ Change | % Change | 2025 % of Revenue | 2024 % of Revenue | |---|---|---|---|---|---|---| | Three Months Ended June 30 | $32,095 | $33,310 | $(1,215) | (4)% | 29% | 27% | | Six Months Ended June 30 | $65,361 | $69,386 | $(4,025) | (6)% | 29% | 28% | [General and Administrative (Comparison)](index=35&type=section&id=General%20and%20Administrative%20(Comparison)) General and administrative expenses showed immaterial fluctuations for both the three and six months ended June 30, 2025, compared to the prior year periods - General and administrative expenses showed immaterial fluctuations for both the three and six months ended **June 30, 2025**, compared to the prior year periods[157](index=157&type=chunk) General and Administrative Expense Comparison (in thousands, except percentages) | Period | 2025 Expense | 2024 Expense | $ Change | % Change | 2025 % of Revenue | 2024 % of Revenue | |---|---|---|---|---|---|---| | Three Months Ended June 30 | $16,771 | $16,518 | $253 | 2% | 15% | 13% | | Six Months Ended June 30 | $35,116 | $35,573 | $(457) | (1)% | 16% | 14% | [Total Other Income (Expense), Net (Comparison)](index=35&type=section&id=Total%20Other%20Income%20(Expense)%2C%20Net%20(Comparison)) Total other income (expense), net showed immaterial fluctuations for both the three and six months ended June 30, 2025, compared to the prior year periods - Immaterial fluctuations were observed in total other income (expense), net for both the three and six months ended **June 30, 2025**, compared to the prior year periods[158](index=158&type=chunk) Total Other Income (Expense), Net Comparison (in thousands, except percentages) | Period | 2025 Amount | 2024 Amount | $ Change | % Change | |---|---|---|---|---| | Three Months Ended June 30 | $(2,448) | $(1,762) | $(686) | 39% | | Six Months Ended June 30 | $(4,485) | $(4,239) | $(246) | 6% | [Income Tax Expense (Benefit) (Comparison)](index=35&type=section&id=Income%20Tax%20Expense%20(Benefit)%20(Comparison)) Income tax expense (benefit) decreased significantly, primarily attributable to a decrease in income before income taxes for the periods presented - Income tax expense (benefit) decreased significantly, primarily attributable to a decrease in income before income taxes[159](index=159&type=chunk)[160](index=160&type=chunk) Income Tax Expense (Benefit) Comparison (in thousands, except percentages) | Period | 2025 Amount | 2024 Amount | $ Change | % Change | |---|---|---|---|---| | Three Months Ended June 30 | $396 | $647 | $(251) | (39)% | | Six Months Ended June 30 | $(479) | $3,769 | $(4,248) | (113)% | [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's liquidity and capital resources, including cash, credit facility availability, and the sufficiency of funds to meet working capital requirements - As of **June 30, 2025**, the company had **$421.2 million** in cash, cash equivalents, and marketable securities, with **$286.6 million** available in unused borrowing capacity under its credit facility[161](index=161&type=chunk) - Existing cash, cash equivalents, marketable securities, and cash flow from operations are believed sufficient to meet working capital requirements for at least the next **12 months**[162](index=162&type=chunk) - The company may need to raise additional funds through equity or debt financings, which could dilute existing stockholders or impose restrictive covenants[162](index=162&type=chunk) [Credit Facility](index=36&type=section&id=Credit%20Facility) This section details the increased credit facility, its availability, compliance with covenants, and the collateralization of the company's assets - The credit facility agreement was increased from **$250.0 million** to **$290.0 million** in **July 2024**, with a maturity date of **April 30, 2026**[163](index=163&type=chunk) - As of **June 30, 2025**, the Company had no amounts outstanding under its credit facility and was in compliance with financial covenants, with **$286.6 million** available[166](index=166&type=chunk) - The credit facility is collateralized by substantially all of the company's assets and includes customary events of default and restrictive covenants[164](index=164&type=chunk)[165](index=165&type=chunk) [Senior Unsecured Notes](index=37&type=section&id=Senior%20Unsecured%20Notes) This section describes the **$550.0 million** senior unsecured notes issued in January 2022, their maturity, interest rate, governing covenants, and redemption provisions - The company issued **$550.0 million** aggregate principal amount of senior unsecured notes in **January 2022**, maturing **January 15, 2030**, bearing interest at **5%** per year[167](index=167&type=chunk) - The indenture governing the notes contains certain customary negative covenants and events of default[168](index=168&type=chunk) - The company has the option to redeem the notes early and must offer to repurchase them upon a change of control triggering event[169](index=169&type=chunk) [Share Repurchase Program](index=37&type=section&id=Share%20Repurchase%20Program) This section details the share repurchase program, including the authorized amount, shares repurchased, remaining availability, and subsequent additional authorization - As of **June 30, 2025**, the board of directors authorized repurchases up to **$650.0 million** of common stock, with approximately **$39.2 million** remaining available[171](index=171&type=chunk)[172](index=172&type=chunk) - During the six months ended **June 30, 2025**, the company repurchased **14.9 million** shares of Class A common stock for **$83.9 million**[171](index=171&type=chunk) - In **August 2025**, the board authorized an additional **$100.0 million** for the program, increasing the aggregate authorization to **$750.0 million**[172](index=172&type=chunk) [Investments](index=37&type=section&id=Investments) The company invests excess cash in highly rated debt securities and money market funds to preserve capital, provide liquidity, and obtain reasonable returns, totaling **$250.8 million** as of June 30, 2025 - The company invests excess cash reserves primarily in highly rated debt securities and money market mutual funds, with objectives to preserve capital, provide liquidity, and obtain reasonable returns[173](index=173&type=chunk) - As of **June 30, 2025**, total investments were **$250.8 million**, consisting of money market mutual funds and available-for-sale debt securities, classified within current assets[174](index=174&type=chunk) [Cash Flows](index=38&type=section&id=Cash%20Flows) This section summarizes the company's cash flow activities, detailing net cash provided by (used in) operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 Summary of Cash Flows (in thousands) | | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |---|---|---| | Net cash provided by operating activities | $634 | $23,897 | | Net cash provided by (used in) investing activities | $68,491 | $(15,361) | | Net cash used in financing activities | $(84,101) | $(19,891) | | Net decrease in cash and cash equivalents | $(14,976) | $(11,355) | [Operating Activities](index=38&type=section&id=Operating%20Activities) Net cash provided by operating activities significantly decreased to **$0.6 million** in H1 2025, primarily due to a net loss adjusted by non-cash charges and changes in operating assets and liabilities - Net cash provided by operating activities was **$0.6 million** for the six months ended **June 30, 2025**, a significant decrease from **$23.9 million** in the prior-year period[178](index=178&type=chunk)[179](index=179&type=chunk) - The H1 2025 operating cash flow resulted from a net loss of **$22.3 million**, adjusted by **$24.0 million** in non-cash charges (stock-based compensation, D&A, non-cash lease expense) and a **$1.0 million** net decrease in operating assets and liabilities[178](index=178&type=chunk) [Investing Activities](index=38&type=section&id=Investing%20Activities) Net cash provided by investing activities shifted to **$68.5 million** in H1 2025, driven by marketable securities paydowns, maturities, and redemptions, partially offset by purchases and capitalized software costs - Net cash provided by investing activities was **$68.5 million** for the six months ended **June 30, 2025**, a shift from **$(15.4) million** used in the prior-year period[180](index=180&type=chunk)[181](index=181&type=chunk) - This change was driven by **$342.2 million** from marketable securities paydowns/maturities/redemptions and **$1.0 million** from sales, partially offset by **$270.1 million** in purchases and **$4.0 million** capitalized for software development costs[180](index=180&type=chunk) [Financing Activities](index=39&type=section&id=Financing%20Activities) Net cash used in financing activities increased to **$84.1 million** in H1 2025, primarily due to higher common stock repurchases and tax withholdings on equity awards - Net cash used in financing activities increased to **$84.1 million** for the six months ended **June 30, 2025**, from **$19.9 million** in the prior-year period[182](index=182&type=chunk)[183](index=183&type=chunk) - The increase was primarily due to **$84.1 million** used for common stock repurchases and **$4.1 million** for tax withholdings on net settlement of equity awards, partially offset by proceeds from stock option exercises and the employee stock purchase plan[182](index=182&type=chunk) [Obligations and Other Commitments](index=39&type=section&id=Obligations%20and%20Other%20Commitments) The company reported no relationships with unconsolidated organizations or financial partnerships for off-balance sheet arrangements through June 30, 2025 - The company did not have any relationships with unconsolidated organizations or financial partnerships for off-balance sheet arrangements through **June 30, 2025**[184](index=184&type=chunk) [Critical Accounting Policies and Estimates](index=39&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The preparation of financial statements involves management estimates and assumptions, with no changes to critical accounting policies and estimates reported since the 2024 Form 10-K - The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts, including revenue recognition, stock-based compensation, and income taxes[185](index=185&type=chunk) - There have been no changes to critical accounting policies and estimates compared to those discussed in the **2024 Form 10-K**[186](index=186&type=chunk) [Recent Accounting Pronouncements](index=39&type=section&id=Recent%20Accounting%20Pronouncements) Information regarding recent accounting pronouncements is provided in Note 2 to the condensed consolidated financial statements - Information on recent accounting pronouncements is provided in Note 2 to the condensed consolidated financial statements[187](index=187&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses ZipRecruiter's exposure to market risks, primarily focusing on changes in interest rates and foreign currency exchange rates, and assesses their potential impact on financial statements [Interest Rate Risk](index=40&type=section&id=Interest%20Rate%20Risk) The company is exposed to interest rate risk from its floating-rate credit facility and investments, though a hypothetical **10%** change would not materially impact financial statements - The company is subject to interest rate risk from its credit facility (floating rate) and investments, but a hypothetical **10%** change in interest rates would not materially impact financial statements[189](index=189&type=chunk) - Senior unsecured notes are carried at amortized cost, so interest rate fluctuations do not impact financial statements, though their fair value will generally fluctuate with interest rates[190](index=190&type=chunk) - A hypothetical increase of **100 basis points** in interest rates would result in a **$0.4 million** decrease in the fair value of the investment portfolio as of **June 30, 2025**[191](index=191&type=chunk) [Foreign Currency Risk](index=40&type=section&id=Foreign%20Currency%20Risk) The company is exposed to foreign currency risk primarily from expenses denominated in Canadian Dollar, British Pound, and Israeli New Shekel, with a hypothetical **10%** change having an immaterial impact - The company is exposed to fluctuations in foreign exchange risk primarily related to expenses denominated in Canadian Dollar, British Pound, and Israeli New Shekel[192](index=192&type=chunk) - A hypothetical **10%** change in foreign currency exchange rates would not have a material impact on the condensed consolidated financial statements[192](index=192&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details management's evaluation of the effectiveness of ZipRecruiter's disclosure controls and procedures and reports on any changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=41&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025 - Management, with the participation of the principal executive and financial officers, concluded that disclosure controls and procedures were effective at the reasonable assurance level as of **June 30, 2025**[193](index=193&type=chunk) [Changes in Internal Control Over Financial Reporting](index=41&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) No material changes in internal control over financial reporting were identified during the quarter ended June 30, 2025 - There were no changes in internal control over financial reporting identified during the quarter ended **June 30, 2025**, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting[194](index=194&type=chunk) [Part II - Other Information](index=41&type=section&id=Part%20II%20-%20Other%20Information) This part includes disclosures on legal proceedings, comprehensive risk factors, unregistered sales of equity securities, defaults, mine safety, other information, and a list of exhibits - Part II includes disclosures on legal proceedings, comprehensive risk factors, unregistered sales of equity securities, defaults upon senior securities, mine safety disclosures, other information, and a list of exhibits[6](index=6&type=chunk) [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to disclosures in Note 9 regarding legal matters, indicating the company is subject to various legal proceedings and claims in the ordinary course of business - The company is subject to various legal proceedings and claims that arise in the ordinary course of business[196](index=196&type=chunk) - Refer to the disclosure under the heading 'Legal Matters' in Note 9 – Commitments and Contingencies for details on legal proceedings[196](index=196&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) This section details comprehensive risks and uncertainties that could materially affect ZipRecruiter's business, financial condition, operating results, and future prospects, categorized into operational, legal, regulatory, and stock ownership risks - Investing in Class A common stock involves a high degree of risk, and investors should carefully consider all risks described in this section[197](index=197&type=chunk) - Risks include those related to business operations (e.g., economic conditions, competition, software performance), legal and regulatory compliance (e.g., data privacy, AI regulation), and ownership of Class A common stock (e.g., market volatility, dual class structure)[198](index=198&type=chunk)[204](index=204&type=chunk)[208](index=208&type=chunk)[258](index=258&type=chunk)[329](index=329&type=chunk)[330](index=330&type=chunk) [Risk Related to Our Business](index=42&type=section&id=Risk%20Related%20to%20Our%20Business) This section outlines business-related risks, including impacts from economic conditions, intense competition, and the critical importance of software performance - The business is significantly affected by fluctuations in general economic conditions, with potential for adverse impacts from economic downturns or volatility[198](index=198&type=chunk)[201](index=201&type=chunk) - Intense competition from established and emerging technology companies (including AI-driven solutions) poses a risk to market share and profitability[204](index=204&type=chunk)[205](index=205&type=chunk) - Reliance on complex software means proper performance is critical; failures could harm reputation, market share, and lead to liability claims[208](index=208&type=chunk) [Operational Risks](index=42&type=section&id=Operational%20Risks) Operational risks include vulnerability to economic conditions, intense competition, software failures, dependence on employer renewals, talent retention, search engine reliance, quarterly fluctuations, brand reputation, scaling challenges, new product development, partner relationships, seasonality, AWS reliance, and geopolitical risks from Israeli operations - The business is significantly affected by fluctuations in general economic conditions, including inflation, interest rates, and global conflicts, which can reduce demand for hiring services[198](index=198&type=chunk)[200](index=200&type=chunk) - Intense competition from well-established online job sites and newer entrants utilizing emerging technologies like AI could lead to market share loss[204](index=204&type=chunk)[205](index=205&type=chunk) - The marketplace functions on highly technical and complex software; failures, errors, or inability to scale technical infrastructure could adversely affect reputation, market share, and user experience[208](index=208&type=chunk)[209](index=209&type=chunk) - Future success depends on employers purchasing and renewing or upgrading subscriptions and performance-based services; any decline could harm future operating results[214](index=214&type=chunk)[215](index=215&type=chunk) - The business depends largely on the ability to attract and retain talented employees, including senior management and key personnel, for executing business strategy[220](index=220&type=chunk) - Reliance on internet search engines and other channels for traffic means modifications to their methodologies or declining search result page rankings could reduce user growth[223](index=223&type=chunk) - Quarterly results may fluctuate significantly due to various factors, including economic conditions, competition, and seasonal variations, making future results difficult to predict[225](index=225&type=chunk)[226](index=226&type=chunk) - The company's success depends on its ability to maintain the value and reputation of the ZipRecruiter brand, which can be harmed by negative publicity or ineffective marketing[227](index=227&type=chunk) - Failure to effectively scale the business or manage workforce realignments (e.g., layoffs) could adversely affect business, operating results, and financial condition[228](index=228&type=chunk)[230](index=230&type=chunk) - Inability to provide successful enhancements, new products, services, and features that keep pace with technological change and market demands could adversely affect the business[232](index=232&type=chunk) - The growth of the marketplace depends in part on strategic relationships with Job Distribution Partners and Job Acquisition Partners; loss of these relationships could impair competitiveness[235](index=235&type=chunk)[236](index=236&type=chunk) - The business is seasonal, with hiring activity tending to decelerate in the fourth quarter, which can make forecasting difficult[240](index=240&type=chunk) - The company relies on Amazon Web Services (AWS) and other service providers; any disruption of service or material change to arrangements could adversely affect the business[248](index=248&type=chunk) - Risks associated with having operations and employees located in Israel, including political, economic, and military conditions, could materially and adversely affect business and operations[253](index=253&type=chunk) [Legal and Regulatory Risks](index=54&type=section&id=Legal%20and%20Regulatory%20Risks) Legal and regulatory risks encompass security breaches, evolving data privacy laws (GDPR, CCPA), new AI regulations, potential impacts from the Chevron doctrine reversal, payment fraud, international expansion challenges, intellectual property protection, and adverse tax laws - Security breaches, hacking, phishing attacks, or other data privacy/security incidents could harm reputation, reduce demand, disrupt operations, and incur significant legal costs or liabilities[254](index=254&type=chunk)[255](index=255&type=chunk) - Changes in laws or regulations relating to data privacy, protection, collection, storage, processing, transfer, or use of personal data, the use of AI, or consumer protection, or non-compliance, could adversely affect the business[258](index=258&type=chunk)[259](index=259&type=chunk) - The EU GDPR, UK GDPR, DPA, CCPA, and CPRA impose stringent data protection requirements and significant penalties for noncompliance[260](index=260&type=chunk)[261](index=261&type=chunk) - New regulations on AI Technologies (e.g., New York City, Utah, Colorado, Texas, California, EU AI Act) could increase compliance costs and impact operations[262](index=262&type=chunk)[264](index=264&type=chunk) - The U.S. Supreme Court's reversal of the Chevron doctrine could lead to increased challenges to existing agency regulations, potentially impacting consumer protection, advertising, privacy, and AI regulatory regimes[282](index=282&type=chunk) - Payment and fraud risks, including bad actors using the marketplace for unlawful conduct or unauthorized use of payment information, could harm reputation and lead to liability[286](index=286&type=chunk) - Expansion of international operations could subject the company to additional costs and risks, including compliance with foreign laws, currency fluctuations, and political instability[288](index=288&type=chunk) - Failure or inability to protect intellectual property rights, or claims by others of infringement, could diminish brand value, weaken competitive position, and adversely affect the business[296](index=296&type=chunk)[298](index=298&type=chunk) - Adverse tax laws or regulations, including the Inflation Reduction Act's excise tax on stock repurchases, could be enacted or applied, increasing service costs and adversely impacting the business[303](index=303&type=chunk)[306](index=306&type=chunk) [Other Risks Related to Our Business](index=66&type=section&id=Other%20Risks%20Related%20to%20Our%20Business) Other business risks include catastrophic events, substantial indebtedness and restrictive debt covenants, challenges from M&A activities, the need for additional capital, public company compliance burdens, and adverse impacts from currency exchange rate fluctuations - The business is subject to the risk of earthquakes, fire, power outages, floods, public health crises, and other catastrophic events, as well as man-made problems like terrorism, which could cause damage or interruption[307](index=307&type=chunk) - Indebtedness of **$550.0 million** could adversely affect liquidity, limit additional financing, and increase vulnerability to adverse economic, industry, and competitive conditions[308](index=308&type=chunk) - Covenants in debt agreements may restrict operations, and failure to comply could result in an event of default and acceleration of substantially all indebtedness[315](index=315&type=chunk)[316](index=316&type=chunk) - Merger and acquisition activities could require significant management attention, disrupt the business, dilute stockholder value, consume resources, and adversely affect operating results[317](index=317&type=chunk)[318](index=318&type=chunk) - Additional capital may be required to support business growth and objectives, and if unavailable on reasonable terms, could result in stockholder dilution or restrictive covenants[320](index=320&type=chunk) - The requirements of being a public company, including maintaining adequate internal control over financial and management systems, may strain resources and divert management's attention[321](index=321&type=chunk) - Fluctuations in currency exchange rates could harm operating results and financial condition, as the company does not engage in currency hedging activities[328](index=328&type=chunk) [Risks Related to the Ownership of Our Class A Common Stock](index=71&type=section&id=Risks%20Related%20to%20the%20Ownership%20of%20Our%20Class%20A%20Common%20Stock) Risks related to Class A common stock ownership include market volatility, concentrated voting control due to the dual-class structure, potential impacts from the share repurchase program, the absence of future dividends, and anti-takeover provisions - Market volatility, influenced by economic conditions, industry performance, and company-specific factors, may affect the value of Class A common stock and could subject the company to litigation[329](index=329&type=chunk) - The dual class structure of common stock (Class B has twenty votes per share) concentrates voting control with pre-listing stockholders, limiting other stockholders' ability to influence corporate matters[330](index=330&type=chunk)[332](index=332&type=chunk) - The dual class structure may adversely affect the trading market for Class A common stock due to opposition from stockholder advisory firms and large institutional investors[334](index=334&type=chunk) - The share repurchase program could affect the price of Class A common stock and increase volatility, and may be suspended or terminated at any time, potentially resulting in a decrease in trading price[335](index=335&type=chunk)[336](index=336&type=chunk) - The company does not intend to pay dividends for the foreseeable future, requiring investors to rely on sales of their Class A common stock after price appreciation as the only way to realize future gains[339](index=339&type=chunk) - Provisions in charter documents and under Delaware law could make an acquisition of the company more difficult and may limit attempts by stockholders to replace or remove current management[340](index=340&type=chunk)[341](index=341&type=

PART I - FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Unaudited Q2 2025 statements show 6% revenue growth, a widened net loss, decreased total assets, and lower operating cash flow [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $90,476 | $100,452 | | Accounts receivable, net | $383,403 | $424,814 | | Total current assets | $512,962 | $575,546 | | TOTAL ASSETS | $675,220 | $739,519 | | **Liabilities & Equity** | | | | Accounts payable | $361,369 | $386,602 | | Total current liabilities | $388,743 | $418,810 | | TOTAL LIABILITIES | $431,936 | $462,256 | | Retained earnings | $134,691 | $149,385 | | TOTAL STOCKHOLDERS' EQUITY | $243,284 | $277,263 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $71,095 | $67,267 | $134,920 | $133,968 | | Gross profit | $44,483 | $42,107 | $82,720 | $83,384 | | Operating loss | $(5,461) | $(3,985) | $(17,364) | $(9,510) | | Net income (loss) | $(5,208) | $1,971 | $(14,694) | $(483) | | Diluted EPS | $(0.11) | $0.04 | $(0.31) | $(0.01) | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Six Months Ended June 30, Cash Flow Summary (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $30,526 | $36,238 | | Net cash used in investing activities | $(128) | $(5,870) | | Net cash used in financing activities | $(41,188) | $(35,356) | | **Net decrease in cash and cash equivalents** | **$(10,790)** | **$(4,988)** | - Cash used in financing activities for the six months ended June 30, 2025, was primarily driven by **$43.6 million** in treasury stock purchases, partially offset by proceeds from stock option exercises and the ESPP[23](index=23&type=chunk)[150](index=150&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - As of June 30, 2025, two buyers accounted for **38%** and **12%** of the Company's accounts receivable, indicating significant customer concentration[31](index=31&type=chunk) - The Company has a **$110.0 million** revolving credit facility which remained undrawn as of June 30, 2025[47](index=47&type=chunk)[51](index=51&type=chunk) - The share repurchase program was extended to December 31, 2026, with an additional **$100 million** authorization in May 2025. As of June 30, 2025, **$96.8 million** remains available for repurchases[63](index=63&type=chunk) Revenue by Geographic Area (in thousands) | Region | H1 2025 | H1 2024 | | :--- | :--- | :--- | | United States | $77,487 | $80,391 | | EMEA | $42,877 | $40,478 | | APAC | $11,640 | $10,801 | | Rest of the world | $2,916 | $2,298 | | **Total** | **$134,920** | **$133,968** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reports Q2 2025 revenue up 6%, but wider losses and declining Adjusted EBITDA due to increased expenses, focusing on SPO and customer retention [Business Highlights and Strategy](index=27&type=section&id=Business%20Highlights%20and%20Strategy) Key Financial Highlights (in thousands) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $71,095 | $67,267 | $134,920 | $133,968 | | Operating loss | $(5,461) | $(3,985) | $(17,364) | $(9,510) | | Net income (loss) | $(5,208) | $1,971 | $(14,694) | $(483) | | Adjusted EBITDA | $14,213 | $21,078 | $22,670 | $36,134 | - The net dollar-based retention rate was **102%** for the trailing twelve months ended June 30, 2025, a decrease from 108% for the same period ended June 30, 2024[99](index=99&type=chunk) - Supply Path Optimization (SPO) continues to be a major growth driver, representing over **55%** of total activity for the three months ended June 30, 2025[100](index=100&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) - Revenue for Q2 2025 increased by **6%** YoY to **$71.1 million**, driven by impressions processed, new revenue streams, and customer growth. The number of publishers served increased to approximately **1,960** from **1,800** YoY[118](index=118&type=chunk)[119](index=119&type=chunk) - Cost of revenue per million impressions processed decreased by approximately **17%** in Q2 2025 compared to Q2 2024, despite an absolute increase in data center and depreciation costs[121](index=121&type=chunk) - Operating expenses for Q2 2025 increased across all categories (Technology & Development, Sales & Marketing, General & Administrative) primarily due to higher personnel costs from increased headcount[126](index=126&type=chunk)[128](index=128&type=chunk)[130](index=130&type=chunk) - Other income (expense), net, decreased by **$6.0 million** in Q2 2025 compared to Q2 2024. The prior year period included **$4.0 million** in income from the Google Privacy Sandbox initiative, while the current period reflected a loss from foreign exchange rate fluctuations[133](index=133&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, the company had **$117.6 million** in cash, cash equivalents, and marketable securities[139](index=139&type=chunk) - During the six months ended June 30, 2025, the company repurchased **3,853,342 shares** of Class A common stock for an aggregate price of **$43.6 million**[140](index=140&type=chunk) - Net cash provided by operating activities decreased to **$30.5 million** in H1 2025 from **$36.2 million** in H1 2024, influenced by a net loss and changes in working capital, particularly decreases in accounts receivable and accounts payable[143](index=143&type=chunk)[145](index=145&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are foreign currency fluctuations, particularly INR, with minimal exposure to interest rate and inflation risks - The company's primary market risks are related to foreign currency fluctuations, particularly with the Indian Rupee (INR), British Pound (GBP), and Euro (EUR)[158](index=158&type=chunk) - A hypothetical **10%** change in the U.S. Dollar to Indian Rupee exchange rate could result in a **$1.2 million** change in operating loss for the six months ended June 30, 2025[158](index=158&type=chunk) - Interest rate risk is considered minimal as the investment portfolio has a relatively short maturity. The company had no amounts outstanding under its variable-rate credit facility as of June 30, 2025[157](index=157&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Management concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective at a reasonable assurance level[160](index=160&type=chunk) - No changes occurred during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[161](index=161&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to have a material adverse effect on its business or financial condition - As of the report date, the company is not involved in any legal proceedings that management believes would have a material adverse effect on the business[165](index=165&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) Key risk factors include high dependency on advertising demand, potential stock price volatility from share repurchases, and evolving global data privacy laws - The company's revenue is highly dependent on overall advertising demand, which can be adversely affected by macroeconomic factors like economic volatility, recession fears, and inflation[167](index=167&type=chunk) - The share repurchase program, extended to **$275.0 million** through December 2026, is not guaranteed to be completed and could increase stock price volatility or diminish cash reserves[170](index=170&type=chunk) - The company faces significant risks from a complex and evolving global regulatory framework for data privacy, including the CCPA in California, GDPR in Europe, and new state-level laws like Washington's My Health My Data Act, which could increase compliance costs and legal exposure[171](index=171&type=chunk)[177](index=177&type=chunk)[182](index=182&type=chunk)[188](index=188&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2025, the company repurchased 3,514,342 shares of Class A common stock under its publicly announced repurchase program at varying prices Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | April 2025 | 299,300 | $10.00 | | May 2025 | 2,481,542 | $11.35 | | June 2025 | 733,500 | $12.06 | | **Total** | **3,514,342** | | [Item 5. Other Information](index=50&type=section&id=Item%205.%20Other%20Information) In Q2 2025, several executive officers adopted Rule 10b5-1 trading plans for future sales of company securities - During Q2 2025, **four executive officers** adopted Rule 10b5-1 trading plans to sell shares of common stock, primarily related to RSU vesting and ESPP shares[195](index=195&type=chunk)

[Report Overview](index=2&type=section&id=Report%20Overview) This section provides an overview of forward-looking statements, associated risks, and important additional information regarding participant disclosures [Forward-Looking Statements and Risk Factors](index=2&type=section&id=Forward-Looking%20Statements%20and%20Risk%20Factors) This report contains forward-looking statements, with actual results potentially differing significantly from expectations due to uncertainties like transaction completion, debt repayment, capital allocation, macroeconomic conditions, and competition - Forward-looking statements are based on management's beliefs and assumptions, and actual results may differ materially from projections[3](index=3&type=chunk) - Risks and uncertainties include the termination or inability to complete D&B and JANA transactions, debt repayment, capital allocation strategies, changes in macroeconomic conditions, competition, and proxy contests[4](index=4&type=chunk) [Important Additional Information and Participants in Solicitation](index=3&type=section&id=Important%20Additional%20Information%20and%20Participants%20in%20Solicitation) Cannae plans to file a proxy statement for its 2025 Annual Meeting of Shareholders, encouraging careful review, with director and officer holdings disclosed in SEC filings as solicitation participants - Cannae will file a Schedule 14A proxy statement, encouraging shareholders to read it carefully for important information, available on the SEC website and company's official website[6](index=6&type=chunk) - Company directors and officers are considered 'participants' in the 2025 Annual Meeting proxy solicitation, with their interests in Cannae disclosed in 2024 proxy statements, Form 10-K/A, and Form 10-K SEC filings[7](index=7&type=chunk) [Shareholder Letter and Strategic Highlights](index=4&type=section&id=Shareholder%20Letter%20and%20Strategic%20Highlights) This section highlights Cannae's shareholder returns, strategic updates on key investments like Dun & Bradstreet, Black Knight Football, Alight, and JANA Partners [Cannae Holdings, Inc. (General Highlights)](index=4&type=section&id=Cannae%20Holdings%2C%20Inc.%20%28General%20Highlights%29) Cannae returned **$149 million** to shareholders through buybacks and increased dividends by **25%** in Q2 and through August 8, 2025, narrowing its stock discount to NAV and appointing new independent directors Cannae Holdings, Inc. Shareholder Returns and Market Performance | Metric | Q2 2025 & YTD August 8 | Change/Status | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Shares Repurchased | **7.6 million shares** | Approx. **11.9%** of outstanding shares | | Repurchase Amount | **$149 million** | | | Dividend Growth | **25%** | **$0.15 per share** (payable Sep 30, 2025) | | Total Shareholder Returns Since May 2021 | **$887 million** | Repurchased **43%** of outstanding shares, paid **$38 million** in quarterly dividends | | Stock Discount to NAV (August 8, 2025) | **26.6%** | Near three-year low, significantly down from nearly **40%** at start of 2025 | - Cannae appointed two independent directors with extensive investment and governance experience[13](index=13&type=chunk) - To fund share repurchases, Cannae borrowed an additional **$40 million** on its margin loan, expected to be repaid upon completion of the Dun & Bradstreet transaction[13](index=13&type=chunk) [Dun & Bradstreet (D&B) Update](index=4&type=section&id=Dun%20%26%20Bradstreet%20%28D%26B%29%20Update) The sale of Dun & Bradstreet, Cannae's largest asset, is expected to close in Q3 2025, generating **$630 million** in cash proceeds primarily for share repurchases, margin loan repayment, and future quarterly dividends - The sale of Dun & Bradstreet, Cannae's largest asset, is expected to close in the **third quarter of 2025**[13](index=13&type=chunk) D&B Transaction Proceeds and Allocation | Item | Amount | | :-------------------------------- | :-------------------------------- | | Total Cash Proceeds | **$630 million** | | Pre-transaction sale of **10 million DNB shares** | **$90 million** | | Cash at Closing | **$540 million** | | **Expected Use of Proceeds ($501 million):** | | | Share Repurchases | At least **$300 million** | | Repayment of Existing Margin Loan | **$141 million** | | Reserved for Future Quarterly Dividends | **$60 million** | [Black Knight Football (BKFC) Update](index=4&type=section&id=Black%20Knight%20Football%20%28BKFC%29%20Update) Black Knight Football completed **$130 million** in financing, with AFC Bournemouth achieving a record Premier League finish, double-digit revenue growth, and significant player transfer profits, while FC Lorient was promoted to Ligue 1 and Hibernian FC qualified for European competition - BKFC completed **$130 million** in financing, with Cannae investing **$50 million**[13](index=13&type=chunk) - AFC Bournemouth (AFCB) achieved a club-record **9th place** finish in the 2024-25 Premier League season with **56 points**, and double-digit revenue growth in fiscal year 2025[13](index=13&type=chunk) - AFCB generated nearly **$120 million** in transfer fees from the sales of Dean Huijsen and Milos Kerkez, realizing **$81 million** in profit after initial purchase prices[13](index=13&type=chunk) - FC Lorient successfully promoted back to Ligue 1, finishing **first** in Ligue 2 with **71 points**[13](index=13&type=chunk) - Hibernian FC finished **third** in the 2024/2025 Scottish Premiership, their best result since the 2020/21 season, qualifying for European competition[13](index=13&type=chunk) - Black Knight Football acquired a majority stake in Moreirense FC, a Portuguese Primeira Liga club known for developing world-class players and attracting South American talent, crucial for BKFC's player development pathway[14](index=14&type=chunk) [Alight Update](index=5&type=section&id=Alight%20Update) Alight's Q2 2025 revenue decreased by **1.9%** year-over-year, but adjusted EBITDA grew **21%** with a **460 basis point** margin expansion, while free cash flow significantly improved despite a large net loss due to goodwill impairment Alight Q2 2025 Financial Highlights (Year-over-Year) | Metric | Q2 2025 | Q2 2024 | Change | Change Rate | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Revenue | **$528 million** | **$538 million** | **-$10 million** | **-1.9%** | | Net Loss from Continuing Operations | **$1.073 billion** | | | | | *Includes Goodwill Impairment* | ***$983 million*** | | | | | Adjusted EBITDA | **$127 million** | **$105 million** | **+$22 million** | **+21%** | | Adjusted EBITDA Margin | **24.1%** | **19.5%** | **+460 basis points** | | | Free Cash Flow (H1 2025) | **$102 million** | **$26 million** | **+$76 million** | **+292%** | - Alight repurchased **$20 million** of common stock this quarter, with **$241 million** remaining under its share repurchase authorization[19](index=19&type=chunk) [JANA Partners Update](index=5&type=section&id=JANA%20Partners%20Update) Cannae expects to complete the acquisition of JANA's remaining equity in Q3 2025, involving a **$67.5 million** cash payment, increasing its total stake to **50%**, and a **$30 million** capital injection into JANA funds - The acquisition of the remaining equity in JANA is expected to close in the **third quarter of 2025**[19](index=19&type=chunk) - Upon closing, Cannae will pay **$67.5 million** in cash, acquire an additional **30%** ownership (totaling **50%**), and inject **$30 million** into JANA funds[19](index=19&type=chunk) [Detailed Portfolio Updates](index=6&type=section&id=Detailed%20Portfolio%20Updates) This section provides in-depth updates on Cannae's key portfolio companies, including Alight and Black Knight Football, detailing their financial performance, strategic initiatives, and market positions [Alight, Inc. (Detailed)](index=6&type=section&id=Alight%2C%20Inc.%20%28Detailed%29) Alight, a leading cloud-based human capital technology provider, saw Q2 revenue slightly decline but adjusted EBITDA and free cash flow significantly improve, despite a net loss from goodwill impairment, while securing new clients and reaffirming its adjusted EBITDA and free cash flow guidance - Alight is a global leader in cloud-based human capital technology and services, serving numerous large organizations and **35 million people**[20](index=20&type=chunk) Alight Q2 2025 Financial Performance (Unaudited, in millions USD) | Metric | June 30, 2025 | June 30, 2024 | Change | Change Rate | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Total Revenue | **528.0** | **538.0** | **-10.0** | **-1.9%** | | Net Loss from Continuing Operations | **(1,073.0)** | **(4.0)** | **(1,069.0)** | **-26725%** | | *Goodwill Impairment* | ***983.0*** | | | | | Adjusted EBITDA from Continuing Operations | **127.0** | **105.0** | **+22.0** | **+21.0%** | | Adjusted EBITDA Margin | **24.1%** | **19.5%** | **+460 basis points** | | | Free Cash Flow (H1 2025) | **102.0** | **26.0** | **+76.0** | **+292.3%** | - New or expanded client relationships were secured this quarter with Thermo Fisher Scientific, Highmark Health, Reinsurance Group of America, and Trinity Industries[24](index=24&type=chunk) Alight Contracted Revenue | Year | Amount (billions USD) | Percentage of Projected Revenue | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | 2025 | **2.2** | **95%** | | 2026 | **1.7** | | | 2027 | **1.2** | | - A new partnership with Goldman Sachs Asset Management was announced to enhance Alight's wealth solutions offerings[25](index=25&type=chunk) - Alight repurchased **$20 million** in stock this quarter, with **$241 million** remaining under its repurchase authorization as of quarter-end; in July 2025, Alight's Board declared a **$0.04 per share** quarterly dividend[26](index=26&type=chunk) Alight 2025 Guidance Update | Metric | New Guidance | Status | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Revenue | **$2.28 billion to $2.33 billion** | Lowered | | Adjusted EBITDA | **$620 million to $645 million** | Reaffirmed | | Free Cash Flow | **$250 million to $285 million** | Reaffirmed | - Cannae holds **40.5 million shares** of Alight Class A common stock, representing approximately **8%** of Alight's outstanding shares, with a total value of approximately **$154 million** as of August 8, 2025[27](index=27&type=chunk) [Black Knight Football (Detailed)](index=7&type=section&id=Black%20Knight%20Football%20%28Detailed%29) Black Knight Football (BKFC) is building a global network of football clubs to achieve operational synergies, accelerate player development, and enhance financial performance, expanding its global footprint with the acquisition of a majority stake in Moreirense FC - Black Knight Football Club (BKFC) is dedicated to building a global network of world-class football clubs, players, and real estate assets to achieve operational synergies, accelerate player development, and enhance financial performance[28](index=28&type=chunk) - As of August 8, 2025, Cannae has invested or committed to invest **$249 million** in Black Knight Football, representing approximately a **44%** ownership interest[36](index=36&type=chunk) [Black Knight Football Club (Overall)](index=7&type=section&id=Black%20Knight%20Football%20Club%20%28Overall%29) BKFC acquired a majority stake in Moreirense FC, entering Portugal's top league to leverage its talent development, and also purchased AFC Bournemouth's Vitality Stadium for future expansion and fan experience improvements - BKFC acquired a majority stake in Moreirense FC, a Portuguese Primeira Liga club, entering Europe's seventh-largest league known for developing elite talent and world-class players[29](index=29&type=chunk) - Portugal is an ideal destination for South American players, especially Brazilians, to adapt to European play due to language advantages and no restrictions on non-EU players[29](index=29&type=chunk) - BKFC acquired AFC Bournemouth's home ground, Vitality Stadium, creating conditions for future stadium expansion and enhanced fan experience[30](index=30&type=chunk) [AFC Bournemouth](index=7&type=section&id=AFC%20Bournemouth) AFC Bournemouth achieved a club-record **9th place** finish in the 2024/25 Premier League, with a **$630 million** valuation, double-digit revenue growth, and **$81 million** profit from player transfers - AFC Bournemouth achieved a club-record **9th place** finish in the 2024/25 Premier League with **56 points**, and matched its best FA Cup performance by reaching the quarter-finals[31](index=31&type=chunk) - The club debuted on Sportico's list of the **50 most valuable football clubs globally**, ranking **48th** with a **$630 million** valuation and **$203 million** in revenue for fiscal year 2023/24[32](index=32&type=chunk) - Total revenue for the 2024/25 season achieved double-digit growth for the second consecutive year[32](index=32&type=chunk) - Generated nearly **$120 million** in transfer fees from the sales of Dean Huijsen and Milos Kerkez, realizing **$81 million** in profit after initial purchase prices[33](index=33&type=chunk) [FC Lorient](index=7&type=section&id=FC%20Lorient) FC Lorient secured promotion back to Ligue 1, finishing **first** in Ligue 2 with **71 points** after a strong performance in the latter half of the season - FC Lorient successfully promoted back to Ligue 1, finishing **first** in Ligue 2 with **71 points**[34](index=34&type=chunk) [Hibernian FC (Hibs)](index=7&type=section&id=Hibernian%20FC%20%28Hibs%29) Hibernian FC achieved its best Scottish Premiership finish since 2020/21, securing **third place** in the 2024/25 season and qualifying for the Europa League qualifiers - Hibernian FC finished **third** in the 2024/25 Scottish Premiership, their best result since the 2020/21 season, qualifying for the Europa League qualifiers[35](index=35&type=chunk) - From mid-December to season-end, the club lost only **3** of **25** matches across all competitions, winning **16** and remaining unbeaten in **22**[35](index=35&type=chunk) [Financial Statements](index=9&type=section&id=Financial%20Statements) This section presents Cannae's financial performance through its Second Quarter and Year-to-Date Statements of Operations and Balance Sheets, detailing net losses, expenses, assets, and liabilities [Second Quarter Statements of Operations](index=9&type=section&id=Second%20Quarter%20Statements%20of%20Operations) For the three months ended June 30, 2025, Cannae's net loss attributable to common stockholders significantly widened to **$238.8 million** from **$155 million** year-over-year, driven by increased personnel costs, other operating expenses, and a substantial rise in losses from unconsolidated affiliates Second Quarter Statements of Operations (in millions USD, except per share data) | Metric | Q2 2025 | Q2 2024 | Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Total Operating Revenue | **110.2** | **118.0** | **(7.8)** | | Total Operating Expenses | **171.1** | **141.0** | **30.1** | | Operating Loss | **(60.9)** | **(23.0)** | **(37.9)** | | Net Loss Recognized | **(76.2)** | **(145.9)** | **69.7** | | Equity in (Losses) Earnings of Unconsolidated Affiliates | **(95.7)** | **(14.6)** | **(81.1)** | | Net Loss from Continuing Operations | **(229.5)** | **(148.9)** | **(80.6)** | | Net Loss Attributable to Cannae Holdings, Inc. Common Stockholders | **(238.8)** | **(155.0)** | **(83.8)** | | Net Loss Per Share (Basic) | **(3.93)** | **(2.49)** | **(1.44)** | | Weighted Average Shares Outstanding (Basic) | **60.8** | **62.2** | **(1.4)** | [Year-to-Date Statements of Operations](index=10&type=section&id=Year-to-Date%20Statements%20of%20Operations) For the six months ended June 30, 2025, Cannae's net loss attributable to common stockholders expanded to **$351.8 million** from **$244.9 million** year-over-year, primarily due to increased personnel costs, wider operating losses, and a shift from earnings to losses in unconsolidated affiliates Year-to-Date Statements of Operations (in millions USD, except per share data) | Metric | H1 2025 | H1 2024 | Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Total Operating Revenue | **213.4** | **228.7** | **(15.3)** | | Total Operating Expenses | **295.7** | **292.3** | **3.4** | | Operating Loss | **(82.3)** | **(63.6)** | **(18.7)** | | Net Loss Recognized | **(69.0)** | **(141.0)** | **72.0** | | Equity in (Losses) Earnings of Unconsolidated Affiliates | **(97.6)** | **3.0** | **(100.6)** | | Net Loss from Continuing Operations | **(268.2)** | **(224.0)** | **(44.2)** | | Net Loss from Discontinued Operations (Net of Tax) | **(87.3)** | **(22.8)** | **(64.5)** | | Net Loss Attributable to Cannae Holdings, Inc. Common Stockholders | **(351.8)** | **(244.9)** | **(106.9)** | | Net Loss Per Share (Basic) | **(5.72)** | **(3.68)** | **(2.04)** | | Weighted Average Shares Outstanding (Basic) | **61.5** | **66.5** | **(5.0)** | [Balance Sheets](index=11&type=section&id=Balance%20Sheets) As of June 30, 2025, total assets decreased to **$1.7858 billion** from **$2.2289 billion** at December 31, 2024, primarily due to reduced cash, investments in unconsolidated affiliates, and reclassification of assets held for sale, while total liabilities slightly increased and total equity significantly declined Balance Sheet Highlights (in millions USD) | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Cash and Cash Equivalents | **66.7** | **131.5** | **(64.8)** | | Assets of Discontinued Operations Held for Sale | **528.0** | — | **528.0** | | Investments in Unconsolidated Affiliates | **629.9** | **764.9** | **(135.0)** | | Total Assets | **1,785.8** | **2,228.9** | **(443.1)** | | Total Current Liabilities | **224.5** | **146.5** | **78.0** | | Notes Payable (Current) | **106.7** | **61.0** | **45.7** | | Total Liabilities | **429.1** | **413.6** | **15.5** | | Retained Earnings | **200.1** | **567.1** | **(367.0)** | | Treasury Stock | **(838.6)** | **(724.7)** | **(113.9)** | | Total Equity | **1,356.7** | **1,815.3** | **(458.6)** | [Non-GAAP Financial Information and Reconciliations](index=12&type=section&id=Non-GAAP%20Financial%20Information%20and%20Reconciliations) This section explains the use of non-GAAP financial measures and provides detailed reconciliations for Alight's adjusted EBITDA and free cash flow, offering supplementary insights into core operational performance [Use of Non-GAAP Financial Information](index=12&type=section&id=Use%20of%20Non-GAAP%20Financial%20Information) Cannae provides non-GAAP financial metrics like adjusted EBITDA, contracted revenue, and free cash flow to offer investors and rating agencies supplementary information for comparing period-over-period performance and evaluating core operational results - The company provides non-GAAP financial measures such as adjusted EBITDA, contracted revenue, and free cash flow to offer useful supplementary information, assisting investors and rating agencies in evaluating affiliate performance, operational trends, and period-over-period results[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) [Alight Non-GAAP Reconciliations](index=12&type=section&id=Alight%20Non-GAAP%20Reconciliations) This section defines and reconciles Alight's key non-GAAP metrics, including adjusted EBITDA, which excludes non-cash and non-recurring operational impacts, and free cash flow, which measures cash generated from operations less capital expenditures - Cannae accounts for its investment in Alight using the equity method, recognizing its proportionate share of Alight's net earnings or losses in its consolidated operating results[44](index=44&type=chunk) [Adjusted EBITDA Reconciliation](index=13&type=section&id=Adjusted%20EBITDA%20Reconciliation) Alight's adjusted EBITDA from continuing operations significantly improved to **$127 million** in Q2 2025 from **$105 million** in Q2 2024, despite a net loss of **$1.073 billion** from continuing operations, including **$983 million** in goodwill impairment Alight Net Loss from Continuing Operations to Adjusted EBITDA Reconciliation (in millions USD) | Metric | Q2 2025 | Q2 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net Loss from Continuing Operations | **(1,073.0)** | **(4.0)** | | EBITDA from Continuing Operations | **(954.0)** | **130.0** | | Adjusted EBITDA from Continuing Operations | **127.0** | **105.0** | | Revenue | **528.0** | **538.0** | | Adjusted EBITDA Margin from Continuing Operations | **24.1%** | **19.5%** | - The Q2 2025 net loss included a **$983 million** non-cash goodwill impairment charge related to the company's Health Solutions reporting unit[47](index=47&type=chunk) [Free Cash Flow Reconciliation](index=13&type=section&id=Free%20Cash%20Flow%20Reconciliation) Alight's free cash flow from continuing operations significantly increased to **$102 million** for the six months ended June 30, 2025, compared to **$26 million** in the prior year period, primarily driven by a substantial rise in cash provided by operating activities Alight Cash Flow from Continuing Operations to Free Cash Flow Reconciliation (in millions USD) | Metric | H1 2025 | H1 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Cash Provided by Operating Activities from Continuing Operations | **159.0** | **93.0** | | Capital Expenditures | **(57.0)** | **(67.0)** | | Free Cash Flow | **102.0** | **26.0** | [Corporate Information](index=14&type=section&id=Corporate%20Information) This section provides essential corporate details for Cannae Holdings, Inc., including its management team, board of directors, earnings call information, auditors, transfer agent, investor relations contacts, and NYSE listing [Corporate Information Details](index=14&type=section&id=Corporate%20Information%20Details) This section provides key corporate information for Cannae Holdings, Inc., including its management team, board members, Q2 2025 earnings call details, independent auditor, transfer agent, investor relations contacts, and NYSE stock listing - Management team members include Ryan R. Caswell (Chief Executive Officer), Bryan D. Coy (Chief Financial Officer), Peter T. Sadowski (Chief Legal Officer), Michael L. Gravelle (General Counsel and Corporate Secretary), and Brett A. Correia (Chief Accounting Officer)[50](index=50&type=chunk) - The Q2 2025 earnings conference call is scheduled for August 11, 2025, at 5:00 PM ET, with domestic and international dial-in numbers and a webcast replay available[50](index=50&type=chunk)[51](index=51&type=chunk) - Board of Directors members include Douglas K. Ammerman (Chairman) and William P. Foley, II (Vice Chairman)[52](index=52&type=chunk)[53](index=53&type=chunk) - The company's common stock is listed on the New York Stock Exchange under the ticker symbol **CNNE**[53](index=53&type=chunk) - Independent auditor is Grant Thornton LLP, and the transfer agent is Continental Stock Transfer & Trust[54](index=54&type=chunk) - Investor Relations contact is Jamie Lillis of Solebury Strategic Communications[56](index=56&type=chunk)