[Fiscal Second Quarter 2026 Results Overview](index=1&type=section&id=Fiscal%20Second%20Quarter%202026%20Results%20Overview) SailPoint's strong fiscal Q2 2026 results, driven by SaaS ARR growth and record cash flow, led to raised full-year guidance [Executive Summary](index=1&type=section&id=Executive%20Summary) SailPoint reported strong fiscal second quarter 2026 results, surpassing all previous guidance metrics - SailPoint delivered strong Q2 results, exceeding all previously guided metrics[3](index=3&type=chunk) - The strong performance was driven by **37% year-over-year SaaS ARR growth** and record cash flow from operations[3](index=3&type=chunk) - The company is raising its guidance for the full year across all metrics due to strong demand for its identity security solutions in the AI era[3](index=3&type=chunk) [Fiscal 2026 Second Quarter Financial Highlights](index=1&type=section&id=Fiscal%202026%20Second%20Quarter%20Financial%20Highlights) For fiscal Q2 2026, SailPoint achieved a 28% year-over-year increase in total ARR to $982 million, with SaaS ARR growing 37% to $623 million, and total revenue rising 33% to $264 million Fiscal 2026 Second Quarter Financial Highlights | Metric | Q2 2026 Value | YoY Growth % | | :-------------------------------- | :-------------- | :----------- | | Total ARR | $982 million | 28% | | SaaS ARR | $623 million | 37% | | Total Revenue | $264 million | 33% | | Subscription Revenue | $248 million | 36% | | GAAP Operating Loss | $(41) million | N/A (vs $(66)M) | | Adjusted Income from Operations | $54 million | N/A (vs $21M) | | Cash Flows from Operating Activities | $50 million | N/A | | Free Cash Flow | $46 million | N/A | [Financial Outlook](index=1&type=section&id=Financial%20Outlook) SailPoint has raised its financial guidance for both the third quarter and the full fiscal year 2026, reflecting increased expectations across key metrics Q3 and FY 2026 Financial Guidance (in millions, except per share amounts and percentages) | Metric | Q3'26 Guidance | FY'26 Guidance | Prior FY'26 Guidance | | :-------------------------------- | :--------------- | :--------------- | :------------------- | | Total ARR | $1,027 to $1,031 | $1,105 to $1,115 | $1,095 to $1,105 | | Total ARR YoY growth % | 26% to 27% | 26% to 27% | 25% to 26% | | Total Revenue | $269 to $271 | $1,052 to $1,058 | $1,034 to $1,044 | | Total Revenue YoY growth % | 14% to 15% | 22% to 23% | 20% to 21% | | Adjusted Income from Operations | $42.5 to $43.5 | $177 to $181 | $161 to $166 | | Adjusted Operating Margin % | 15.7% to 16.2% | 16.7% to 17.2% | 15.4% to 16.1% | | Adjusted Earnings Per Share (Adjusted EPS) | $0.05 to $0.06 | $0.20 to $0.22 | $0.16 to $0.20 | [Company Information](index=2&type=section&id=Company%20Information) This section details SailPoint's enterprise identity security focus, non-GAAP financial measures, key business metrics, and corporate conversion information [About SailPoint](index=2&type=section&id=About%20SailPoint) SailPoint is a leader in enterprise identity security, providing a unified platform to manage and secure access for human and digital identities - SailPoint is a leader in enterprise identity security, focusing on securing human and digital identities[10](index=10&type=chunk) - The company offers a unified, intelligent, and extensible platform for identity-first security, helping enterprises manage access and defend against threats[10](index=10&type=chunk) [Non-GAAP Financial Measures](index=2&type=section&id=Non-GAAP%20Financial%20Measures) SailPoint uses non-GAAP financial measures to provide a clearer understanding of its core operating performance by excluding specific non-recurring or non-cash items - SailPoint uses non-GAAP measures (**Adjusted income from operations**, **Adjusted operating margin**, **Adjusted EPS**, **Free cash flow**, **Free cash flow margin**) to clarify and enhance understanding of past performance[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk) - These non-GAAP measures exclude items such as equity-based compensation, payroll taxes related to IPO-accelerated awards and RSUs, amortization of acquired intangible assets, and acquisition-related expenses[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - The company believes these adjustments enable comparison of underlying business performance, evaluate cost trends, and enhance comparability with other technology companies[17](index=17&type=chunk) [Definitions and Rationale](index=2&type=section&id=Definitions%20and%20Rationale) This section defines key non-GAAP financial measures and explains the rationale behind their use, detailing specific exclusions for a clearer view of core operations - Adjusted income from operations excludes equity-based compensation, payroll taxes, amortization of acquired intangibles, acquisition-related expenses, and other specific non-recurring items[11](index=11&type=chunk) - Adjusted operating margin is defined as adjusted income from operations divided by total revenue[12](index=12&type=chunk) - Adjusted EPS is calculated based on adjusted net income divided by diluted weighted average shares outstanding, with a fixed projected tax rate of **24.5% for fiscal year 2026**[13](index=13&type=chunk)[14](index=14&type=chunk) - Free cash flow is defined as net cash provided by (used in) operating activities, less cash used for purchases of property and equipment and capitalized software development costs, used as a measure of financial progress[15](index=15&type=chunk) [Specific Adjustments](index=3&type=section&id=Specific%20Adjustments) This section details the specific adjustments made to GAAP figures for non-GAAP reporting, including exclusions for equity-based compensation, payroll taxes, and acquisition-related costs - Equity-based compensation expense is excluded due to its variability and irrelevance to core operating performance[18](index=18&type=chunk) - Payroll taxes related to IPO-accelerated awards and RSUs are excluded as they are one-time or highly variable and unrelated to core operating performance[19](index=19&type=chunk)[20](index=20&type=chunk) - Amortization of acquired intangible assets and impairment of intangible assets are excluded to provide a more meaningful comparison of operating results over time[21](index=21&type=chunk) - Acquisition-related costs are excluded as they are not indicative of ongoing operating performance[22](index=22&type=chunk) - Benefit from amortization related to acquired contract acquisition costs is adjusted to reflect the full amount of commission expense, providing a consistent basis for comparison[23](index=23&type=chunk) [Limitations of Non-GAAP Measures](index=4&type=section&id=Limitations%20of%20Non-GAAP%20Measures) Non-GAAP financial measures may not be comparable across companies and should not be considered in isolation from GAAP measures due to excluded material expenses - Non-GAAP financial measures may not be directly comparable to those of other companies due to differing calculation methodologies[24](index=24&type=chunk) - These measures are not prepared in accordance with GAAP and exclude expenses that may materially impact reported financial results, thus should not be considered in isolation or as a substitute for GAAP measures[24](index=24&type=chunk) [Definitions of Certain Key Business and Other Metrics](index=4&type=section&id=Definitions%20of%20Certain%20Key%20Business%20and%20Other%20Metrics) SailPoint defines key operating metrics such as Annual Recurring Revenue (ARR) and SaaS ARR as annualized values of subscription contracts, with subscription revenue recognized ratably - Annual Recurring Revenue (ARR) is defined as the annualized value of SaaS, maintenance, term subscription, and other subscription contracts as of the measurement date[25](index=25&type=chunk) - SaaS Annual Recurring Revenue (SaaS ARR) is specifically the annualized value of SaaS contracts[26](index=26&type=chunk) - Subscription revenue includes fees for SaaS offerings, term subscriptions, maintenance and support of perpetual license solutions, and other subscription services, recognized ratably over the agreement term[28](index=28&type=chunk)[29](index=29&type=chunk) [Explanatory Note Regarding Our Corporate Conversion](index=5&type=section&id=Explanatory%20Note%20Regarding%20Our%20Corporate%20Conversion) SailPoint Parent, LP converted to SailPoint, Inc. on February 12, 2025, in connection with its IPO, affecting how company references are interpreted - SailPoint Parent, LP converted into SailPoint, Inc. on **February 12, 2025**, in connection with its IPO[30](index=30&type=chunk) - References to 'SailPoint' refer to the limited partnership before the conversion and the corporation after[30](index=30&type=chunk) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) This section disclaims forward-looking statements, which are subject to uncertainties and risks that could cause actual results to differ materially from expectations - The report contains forward-looking statements subject to uncertainties, risks, and changes in circumstances that could cause actual results to differ materially[31](index=31&type=chunk) - Key risk factors include the ability to sustain growth, attract and retain customers, deepen existing customer relationships, grow the identity security market, maintain partner relationships, and compete successfully[32](index=32&type=chunk) - Other risks involve operational complexity, brand reputation, industry conditions, market opportunity accuracy, personnel management, corporate culture, AI integration, security breaches, service disruptions, and compliance with regulations[32](index=32&type=chunk) [Condensed Consolidated Financial Statements](index=7&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents SailPoint's condensed consolidated statements of operations, balance sheets, and cash flows for the reported periods [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2026, SailPoint reported total revenue of $264.36 million, significantly reducing its GAAP operating loss to $(40.80) million and net loss to $(10.55) million Condensed Consolidated Statements of Operations (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :------------------------------------------------- | :------- | :------- | | Total Revenue | $264,359 | $198,575 | | Gross Profit | $177,806 | $123,313 | | Loss from Operations | $(40,798) | $(65,830) | | Net Loss | $(10,552) | $(87,130) | | Net Loss per Share, Basic and Diluted | $(0.02) | $(2.97) | | Weighted Average Shares Outstanding, Basic and Diluted | 555,757 | 82,703 | Condensed Consolidated Statements of Operations (Six Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :------------------------------------------------- | :------- | :------- | | Total Revenue | $494,827 | $386,231 | | Gross Profit | $305,461 | $238,803 | | Loss from Operations | $(225,763) | $(134,023) | | Net Loss | $(197,864) | $(176,306) | | Net Loss per Share, Basic and Diluted | $(0.42) | $(5.89) | | Weighted Average Shares Outstanding, Basic and Diluted | 528,355 | 82,564 | [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of July 31, 2025, total assets increased to $7.45 billion, cash and equivalents rose to $271.05 million, and total liabilities decreased to $629.80 million due to debt repayment Condensed Consolidated Balance Sheets (in thousands) | Metric | July 31, 2025 | January 31, 2025 | | :----------------------------------- | :-------------- | :--------------- | | Cash and Cash Equivalents | $271,052 | $121,293 | | Total Current Assets | $626,600 | $512,382 | | Goodwill | $5,151,668 | $5,151,668 | | Intangible Assets, net | $1,460,597 | $1,560,723 | | Total Assets | $7,445,941 | $7,411,916 | | Total Current Liabilities | $504,465 | $574,693 | | Long-Term Debt, net | $— | $1,024,467 | | Total Liabilities | $629,795 | $1,804,215 | | Total Stockholders' Equity / Partners' Deficit | $6,816,146 | $(5,588,440) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For Q2 2026, SailPoint generated $49.95 million in net cash from operating activities, a significant improvement, resulting in a $42.98 million increase in cash and equivalents Condensed Consolidated Statements of Cash Flows (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :------------------------------------------------- | :------- | :------- | | Net Cash Provided by (Used in) Operating Activities | $49,945 | $(52,797) | | Net Cash Used in Investing Activities | $(3,987) | $(3,819) | | Net Cash Provided by (Used in) Financing Activities | $(2,977) | $(415) | | Net Change in Cash, Cash Equivalents and Restricted Cash | $42,981 | $(57,031) | | Cash, Cash Equivalents and Restricted Cash, End of Period | $277,316 | $96,557 | Condensed Consolidated Statements of Cash Flows (Six Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :------------------------------------------------- | :-------- | :-------- | | Net Cash Provided by (Used in) Operating Activities | $(46,862) | $(108,183) | | Net Cash Used in Investing Activities | $(7,884) | $(11,503) | | Net Cash Provided by (Used in) Financing Activities | $207,672 | $(2,225) | | Net Change in Cash, Cash Equivalents and Restricted Cash | $152,926 | $(121,911) | | Cash, Cash Equivalents and Restricted Cash, End of Period | $277,316 | $96,557 | [Supplemental Financial Information](index=10&type=section&id=Supplemental%20Financial%20Information) This section provides detailed revenue breakdowns and comprehensive reconciliations of GAAP to non-GAAP financial measures [Supplemental Schedules: Revenue Breakdown](index=10&type=section&id=Supplemental%20Schedules%3A%20Revenue%20Breakdown) SailPoint's Q2 2026 revenue breakdown shows strong growth in SaaS and Term subscriptions, with total subscription revenue increasing 36% year-over-year Revenue Breakdown (Three Months Ended July 31, in thousands) | Revenue Type | 2025 | 2024 | % Change | | :---------------------- | :------- | :------- | :------- | | SaaS | $144,758 | $105,716 | 37 % | | Maintenance and support | $38,471 | $38,909 | (1) % | | Term subscriptions | $58,120 | $32,630 | 78 % | | Other subscription services | $6,588 | $4,556 | 45 % | | **Total subscription** | **$247,937** | **$181,811** | **36 %** | | Perpetual licenses | $430 | $22 | ** | | Services and other | $15,992 | $16,742 | (4) % | | **Total revenue** | **$264,359** | **$198,575** | **33 %** | Revenue Breakdown (Six Months Ended July 31, in thousands) | Revenue Type | 2025 | 2024 | % Change | | :---------------------- | :------- | :------- | :------- | | SaaS | $276,573 | $202,783 | 36 % | | Maintenance and support | $75,860 | $77,178 | (2) % | | Term subscriptions | $98,160 | $63,315 | 55 % | | Other subscription services | $12,667 | $8,627 | 47 % | | **Total subscription** | **$463,260** | **$351,903** | **32 %** | | Perpetual licenses | $435 | $91 | ** | | Services and other | $31,132 | $34,237 | (9) % | | **Total revenue** | **$494,827** | **$386,231** | **28 %** | [Reconciliation of GAAP to Non-GAAP Financial Measures](index=11&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Financial%20Measures) SailPoint's GAAP to non-GAAP reconciliations reveal improved adjusted profitability, with Q2 2026 adjusted operating margin at 20.4% and Adjusted EPS at $0.07 GAAP to Adjusted Gross Profit Reconciliation (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :-------------------------------- | :------- | :------- | | GAAP Gross Profit | $177,806 | $123,313 | | GAAP Gross Profit Margin | 67.3 % | 62.1 % | | Equity-based compensation expense | 2,612 | 3,215 | | Amortization of acquired intangible assets | 26,322 | 25,890 | | **Adjusted Gross Profit** | **$206,740** | **$152,418** | | **Adjusted Gross Profit Margin** | **78.2 %** | **76.8 %** | GAAP to Adjusted Income from Operations Reconciliation (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :-------------------------------- | :------- | :------- | | GAAP Income (Loss) from Operations | $(40,798) | $(65,830) | | GAAP Income (Loss) from Operations Margin | (15.4) % | (33.2) % | | Equity-based compensation expense | 48,418 | 24,390 | | Amortization of acquired intangible assets | 50,214 | 64,479 | | Amortization of acquired contract acquisition costs | (5,444) | (6,559) | | Acquisition-related expenses and Thoma Bravo monitoring fees | 1,609 | 4,714 | | **Adjusted Income (Loss) from Operations** | **$53,999** | **$21,194** | | **Adjusted Operating Margin** | **20.4 %** | **10.7 %** | GAAP to Adjusted Net Income and EPS Reconciliation (Three Months Ended July 31, in thousands, except per share amounts) | Metric | 2025 | 2024 | | :------------------------------------------------- | :------- | :------- | | GAAP Net Loss | $(10,552) | $(87,130) | | Equity-based compensation expense | 48,418 | N/A | | Amortization of acquired intangible assets | 50,214 | N/A | | Amortization of acquired contract acquisition costs | (5,444) | N/A | | Acquisition-related expenses and Thoma Bravo monitoring fees | 1,609 | N/A | | Tax effect of adjustments | (44,281) | N/A | | **Adjusted Net Income** | **$39,964** | N/A | | **Adjusted EPS, diluted** | **$0.07** | N/A | | Shares used in computing adjusted EPS, diluted | 557,878 | N/A | [Gross Profit Reconciliation](index=11&type=section&id=Gross%20Profit%20Reconciliation) This section reconciles GAAP to adjusted gross profit, detailing adjustments for equity-based compensation and amortization of acquired intangible assets GAAP to Adjusted Gross Profit Reconciliation (Six Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :-------------------------------- | :------- | :------- | | GAAP Gross Profit | $305,461 | $238,803 | | GAAP Gross Profit Margin | 61.7 % | 61.8 % | | Equity-based compensation expense | 24,204 | 6,553 | | Amortization of acquired intangible assets | 52,382 | 51,708 | | **Adjusted Gross Profit** | **$382,681** | **$297,064** | | **Adjusted Gross Profit Margin** | **77.3 %** | **76.9 %** | [Subscription Gross Profit Reconciliation](index=11&type=section&id=Subscription%20Gross%20Profit%20Reconciliation) This section reconciles GAAP to adjusted subscription gross profit, highlighting adjustments for equity-based compensation and amortization of acquired intangible assets GAAP to Adjusted Subscription Gross Profit Reconciliation (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :-------------------------------- | :------- | :------- | | GAAP Subscription Gross Profit | $177,494 | $123,323 | | GAAP Subscription Gross Profit Margin | 71.6 % | 67.8 % | | Equity-based compensation expense | 1,931 | 1,626 | | Amortization of acquired intangible assets | 26,322 | 25,844 | | **Adjusted Subscription Gross Profit** | **$205,747** | **$150,793** | | **Adjusted Subscription Gross Profit Margin** | **83.0 %** | **82.9 %** | [Operating Income Reconciliation](index=11&type=section&id=Operating%20Income%20Reconciliation) This section reconciles GAAP to adjusted income from operations, detailing adjustments for equity-based compensation, amortization, and acquisition-related expenses GAAP to Adjusted Income from Operations Reconciliation (Six Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :-------------------------------- | :-------- | :-------- | | GAAP Income (Loss) from Operations | $(225,763) | $(134,023) | | GAAP Income (Loss) from Operations Margin | (45.6) % | (34.7) % | | Equity-based compensation expense | 208,877 | 50,247 | | Amortization of acquired intangible assets | 100,125 | 128,886 | | Amortization of acquired contract acquisition costs | (11,208) | (13,304) | | Acquisition-related expenses and Thoma Bravo monitoring fees | 2,192 | 8,580 | | **Adjusted Income (Loss) from Operations** | **$77,622** | **$40,386** | | **Adjusted Operating Margin** | **15.7 %** | **10.5 %** | [Operating Expense Reconciliations](index=12&type=section&id=Operating%20Expense%20Reconciliations) This section provides detailed reconciliations of GAAP to adjusted operating expenses, including sales and marketing, research and development, and general and administrative GAAP to Adjusted Sales and Marketing Expense Reconciliation (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :-------------------------------- | :------- | :------- | | GAAP Sales and Marketing Expense | $131,289 | $119,565 | | Equity-based compensation expense | (18,203) | (8,934) | | Amortization of acquired intangible assets | (23,797) | (38,494) | | Amortization related to acquired contract acquisition costs | 5,444 | 6,559 | | Acquisition-related expenses | (1,609) | — | | **Adjusted Sales and Marketing Expense** | **$93,124** | **$78,696** | GAAP to Adjusted Research and Development Expense Reconciliation (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :-------------------------------- | :------- | :------- | | GAAP Research and Development Expense | $48,111 | $43,108 | | Equity-based compensation expense | (7,512) | (6,030) | | Amortization of acquired intangible assets | (95) | (95) | | **Adjusted Research and Development Expense** | **$40,504** | **$36,983** | GAAP to Adjusted General and Administrative Expense Reconciliation (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :-------------------------------- | :------- | :------- | | GAAP General and Administrative Expense | $39,204 | $26,470 | | Equity-based compensation expense | (20,091) | (6,211) | | Acquisition-related expenses and Thoma Bravo monitoring fees | — | (4,714) | | **Adjusted General and Administrative Expense** | **$19,113** | **$15,545** | [Free Cash Flow Reconciliation](index=12&type=section&id=Free%20Cash%20Flow%20Reconciliation) This section reconciles GAAP net cash from operating activities to free cash flow, detailing deductions for property, equipment, and capitalized software development costs GAAP to Free Cash Flow Reconciliation (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :------------------------------------------------- | :------- | :-------- | | GAAP Net Cash Provided by (Used in) Operating Activities | $49,945 | $(52,797) | | Less: Purchase of property and equipment | (962) | (889) | | Less: Capitalized software development costs | (3,025) | (2,831) | | **Free Cash Flow** | **$45,958** | **$(56,517)** | | GAAP Net Cash Provided by (Used in) Operating Activities Margin | 18.9 % | (26.6) % | | **Free Cash Flow Margin** | **17.4 %** | **(28.5) %** | GAAP to Free Cash Flow Reconciliation (Six Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :------------------------------------------------- | :-------- | :-------- | | GAAP Net Cash Provided by (Used in) Operating Activities | $(46,862) | $(108,183) | | Less: Purchase of property and equipment | (3,153) | (1,476) | | Less: Capitalized software development costs | (4,731) | (5,345) | | **Free Cash Flow** | **$(54,746)** | **$(115,004)** | | GAAP Net Cash Provided by (Used in) Operating Activities Margin | (9.5) % | (28.0) % | | **Free Cash Flow Margin** | **(11.1) %** | **(29.8) %** | [Adjusted Net Income and EPS Reconciliation](index=13&type=section&id=Adjusted%20Net%20Income%20and%20EPS%20Reconciliation) This section reconciles GAAP net loss to adjusted net income and EPS, detailing various adjustments including equity-based compensation and tax effects GAAP to Adjusted Net Income and EPS Reconciliation (Six Months Ended July 31, in thousands, except per share amounts) | Metric | 2025 | 2024 | | :------------------------------------------------- | :------- | :------- | | GAAP Net Loss | $(197,864) | $(176,306) | | Equity-based compensation expense | 208,877 | N/A | | Payroll taxes for IPO-accelerated awards and RSUs | 3,399 | N/A | | Amortization of acquired intangible assets | 100,125 | N/A | | Amortization of acquired contract acquisition costs | (11,208) | N/A | | Acquisition-related expenses and Thoma Bravo monitoring fees | 2,192 | N/A | | Tax effect of adjustments | (62,334) | N/A | | **Adjusted Net Income** | **$43,187** | N/A | | **Adjusted EPS, diluted** | **$0.08** | N/A | | Shares used in computing adjusted EPS, diluted | 556,712 | N/A |

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) [First Quarter Fiscal 2026 Results Overview](index=1&type=section&id=First%20Quarter%20Fiscal%202026%20Results%20Overview) Korn Ferry announced strong first quarter fiscal 2026 results, with fee revenue reaching $708.6 million, diluted EPS at $1.26, and adjusted diluted EPS at $1.31, demonstrating the effectiveness of its strategic approach amidst a dynamic labor and economic environment - Korn Ferry reported first quarter fee revenue of **$708.6 million**[2](index=2&type=chunk) - Diluted earnings per share was **$1.26** and adjusted diluted earnings per share was **$1.31**[2](index=2&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO Gary D. Burnison expressed satisfaction with the company's performance, attributing success to a sophisticated, holistic strategy that leverages expertise, robust IP, and relevant solutions globally. He highlighted the immense opportunity driven by diversification and demographic shifts - CEO Gary D. Burnison stated that the company's strategy is working, driving performance with a sophisticated, holistic approach[3](index=3&type=chunk) - The strategy brings together expertise, robust IP, and relevant solutions globally to address client challenges[3](index=3&type=chunk) - The CEO emphasized the immense opportunity for Korn Ferry due to its diversification strategy and demographic shifts[3](index=3&type=chunk) [Key Financial Highlights](index=1&type=section&id=Key%20Financial%20Highlights) Korn Ferry achieved significant year-over-year growth in Q1 FY'26, with fee revenue up 5% to $708.6 million, net income increasing 6% to $66.6 million, and adjusted EBITDA rising 8% to $120.4 million. Diluted EPS and adjusted diluted EPS also saw increases of 8% and 11% respectively Q1 FY'26 Key Financial Highlights (YoY Change) | Metric | Q1 FY'26 Value | YoY Change (Actual) | YoY Change (Constant Currency) | | :-------------------------------- | :---------------- | :------------------ | :----------------------------- | | Fee revenue | $708.6 million | +5% | +4% | | Net income attributable to Korn Ferry | $66.6 million | +6% | N/A | | Net income margin | 9.4% | +10bps | N/A | | Adjusted EBITDA | $120.4 million | +8% | N/A | | Adjusted EBITDA margin | 17.0% | +50bps | N/A | | Diluted earnings per share | $1.26 | +8% | N/A | | Adjusted diluted earnings per share | $1.31 | +11% | N/A | | Shares repurchased | 145,770 shares | N/A | N/A | | Value of shares repurchased | $9.9 million | N/A | N/A | [Consolidated Financial Performance](index=2&type=section&id=Consolidated%20Financial%20Performance) [Selected Consolidated Financial Results](index=2&type=section&id=Selected%20Consolidated%20Financial%20Results) Korn Ferry reported Q1 FY'26 fee revenue of $708.6 million, a 5% increase year-over-year, primarily driving a 10bps increase in net income margin to 9.4% and a 50bps increase in Adjusted EBITDA margin to 17.0%. Estimated remaining fees under existing contracts also grew to $1,674.1 million Selected Consolidated Financial Results (Q1 FY'26 vs Q1 FY'25) | Metric | Q1 FY'26 | Q1 FY'25 | | :------------------------------------------ | :------- | :------- | | Fee revenue | $708.6 | $674.9 | | Total revenue | $715.5 | $682.8 | | Estimated remaining fees under existing contracts | $1,674.1 | $1,532.6 | | Net income attributable to Korn Ferry | $66.6 | $62.6 | | Net income attributable to Korn Ferry margin | 9.4% | 9.3% | | Basic earnings per share | $1.28 | $1.19 | | Diluted earnings per share | $1.26 | $1.17 | | Adjusted EBITDA | $120.4 | $111.2 | | Adjusted EBITDA margin | 17.0% | 16.5% | | Adjusted net income attributable to Korn Ferry | $69.2 | $63.1 | | Adjusted basic earnings per share | $1.33 | $1.20 | | Adjusted diluted earnings per share | $1.31 | $1.18 | - Fee revenue in Q1 FY'26 increased by **5%** year-over-year (**4.0%** at constant currency) to **$708.6 million**[8](index=8&type=chunk) - Net income attributable to Korn Ferry margin increased by **10bps** year-over-year to **9.4%**, primarily due to increased fee revenue[8](index=8&type=chunk) - Adjusted EBITDA margin increased by **50bps** year-over-year to **17.0%**, also primarily due to increased fee revenue[9](index=9&type=chunk) [GAAP Consolidated Statements of Income](index=11&type=section&id=GAAP%20Consolidated%20Statements%20of%20Income) Korn Ferry's consolidated statements of income for Q1 FY'26 show a 4.8% increase in total revenue to $715.5 million, with operating income rising to $83.4 million. Net income attributable to Korn Ferry grew to $66.6 million, resulting in diluted EPS of $1.26 Condensed Consolidated Statements of Income (Three Months Ended July 31) | Metric (in thousands) | 2025 (unaudited) | 2024 | | :------------------------------------ | :--------------- | :----- | | Fee revenue | $708,613 | $674,946 | | Reimbursed out-of-pocket engagement expenses | $6,930 | $7,815 | | Total revenue | $715,543 | $682,761 | | Compensation and benefits | $461,411 | $451,775 | | General and administrative expenses | $63,874 | $59,999 | | Reimbursed expenses | $6,930 | $7,815 | | Cost of services | $77,194 | $67,544 | | Depreciation and amortization | $22,686 | $19,578 | | Total operating expenses | $632,095 | $606,711 | | Operating income | $83,448 | $76,050 | | Other income, net | $12,752 | $14,505 | | Interest expense, net | $(3,516) | $(3,945) | | Income before provision for income taxes | $92,684 | $86,610 | | Income tax provision | $25,250 | $22,354 | | Net income | $67,434 | $64,256 | | Net income attributable to noncontrolling interest | $(798) | $(1,652) | | Net income attributable to Korn Ferry | $66,636 | $62,604 | | Basic earnings per share | $1.28 | $1.19 | | Diluted earnings per share | $1.26 | $1.17 | | Weighted-average common shares outstanding (Basic) | 51,466 | 51,950 | | Weighted-average common shares outstanding (Diluted) | 52,368 | 52,745 | [GAAP Consolidated Balance Sheets](index=13&type=section&id=GAAP%20Consolidated%20Balance%20Sheets) As of July 31, 2025, Korn Ferry's total assets were $3,630.6 million, a decrease from April 30, 2025, primarily due to a reduction in cash and cash equivalents. Total liabilities also decreased to $1,731.8 million, while total stockholders' equity increased to $1,898.8 million Condensed Consolidated Balance Sheets (in thousands) | Metric | July 31, 2025 (unaudited) | April 30, 2025 (audited) | | :------------------------------------------ | :------------------------ | :----------------------- | | **ASSETS** | | | | Cash and cash equivalents | $684,855 | $1,006,964 | | Total current assets | $1,490,902 | $1,750,138 | | Total assets | $3,630,597 | $3,861,224 | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | Compensation and benefits payable | $266,671 | $530,473 | | Total current liabilities | $674,400 | $955,598 | | Total liabilities | $1,731,784 | $1,989,085 | | Total Korn Ferry stockholders' equity | $1,892,088 | $1,866,456 | | Total stockholders' equity | $1,898,813 | $1,872,139 | | Total liabilities and stockholders' equity | $3,630,597 | $3,861,224 | [Reconciliation of GAAP to Non-GAAP Measures](index=14&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Measures) Korn Ferry provides non-GAAP financial measures, including Adjusted EBITDA and Adjusted Net Income, to offer a clearer view of ongoing operating results by excluding integration/acquisition costs and accelerated depreciation on its Digital platform. For Q1 FY'26, Adjusted EBITDA was $120.4 million and Adjusted diluted EPS was $1.31 Reconciliation of GAAP to Non-GAAP Financial Measures (Three Months Ended July 31) | Metric (in thousands, except per share) | 2025 | 2024 | | :------------------------------------------ | :--- | :--- | | Net income attributable to Korn Ferry | $66,636 | $62,604 | | Integration/acquisition costs (1) | $1,508 | $1,076 | | Accelerated depreciation on Digital platform (2) | $1,977 | — | | Tax effect on the adjusted items (3) | $(883) | $(560) | | Adjusted net income attributable to Korn Ferry | $69,238 | $63,120 | | Diluted earnings per common share | $1.26 | $1.17 | | Adjusted diluted earnings per share | $1.31 | $1.18 | | Adjusted EBITDA | $120,394 | $111,209 | | Adjusted EBITDA margin | 17.0% | 16.5% | - Non-GAAP measures adjust for integration/acquisition costs and accelerated depreciation on the Digital platform to provide meaningful supplemental information on ongoing operating results[42](index=42&type=chunk) - Accelerated depreciation of **$2.0 million** in Q1 FY'26 is associated with the decision to sunset the Digital platform upon the introduction of the Korn Ferry Talent Suite platform, expected in Q3 FY'26[7](index=7&type=chunk) [Results by Solution](index=3&type=section&id=Results%20by%20Solution) [Consulting](index=3&type=section&id=Consulting) Consulting fee revenue increased by 1% year-over-year to $170.0 million in Q1 FY'26, driven by a 9% increase in average bill rates due to a shift towards larger, longer-duration engagements. However, Adjusted EBITDA decreased by 1.7% to $28.8 million, with the margin declining by 50bps to 17.0% Selected Consulting Data (Q1 FY'26 vs Q1 FY'25) | Metric | Q1 FY'26 | Q1 FY'25 | | :------------------------------------------ | :------- | :------- | | Fee revenue | $170.0 | $167.9 | | Total revenue | $172.7 | $170.8 | | Estimated remaining fees under existing contracts | $372.3 | $349.3 | | Ending number of consultants and execution staff | 1,550 | 1,663 | | Hours worked in thousands | 367 | 395 | | Average bill rate | $463 | $425 | | Adjusted EBITDA | $28.8 | $29.3 | | Adjusted EBITDA margin | 17.0% | 17.5% | - Consulting fee revenue increased by **1%** year-over-year, primarily due to a **9%** increase in average bill rates, reflecting a shift to larger and longer duration engagements[13](index=13&type=chunk) - Adjusted EBITDA margin for Consulting decreased by **50bps** year-over-year to **17.0%**[14](index=14&type=chunk) [Digital](index=4&type=section&id=Digital) Digital fee revenue grew 1% year-over-year to $89.2 million in Q1 FY'26, with subscription & license fee revenue increasing to $37.2 million. Adjusted EBITDA for the Digital segment rose to $27.6 million, and its margin improved by 80bps to 31.0% Selected Digital Data (Q1 FY'26 vs Q1 FY'25) | Metric | Q1 FY'26 | Q1 FY'25 | | :------------------------------------------ | :------- | :------- | | Fee revenue | $89.2 | $88.2 | | Total revenue | $89.2 | $88.2 | | Estimated remaining fees under existing contracts | $398.0 | $372.1 | | Ending number of consultants | 225 | 259 | | Subscription & License fee revenue | $37.2 | $34.1 | | Adjusted EBITDA | $27.6 | $26.6 | | Adjusted EBITDA margin | 31.0% | 30.2% | - Digital fee revenue increased by **1%** year-over-year to **$89.2 million** (down **1%** at constant currency)[17](index=17&type=chunk) - Adjusted EBITDA margin for Digital increased by **80bps** year-over-year to **31.0%**[17](index=17&type=chunk) [Executive Search](index=5&type=section&id=Executive%20Search) Executive Search reported a robust 8% year-over-year increase in fee revenue to $224.3 million in Q1 FY'26, primarily driven by a higher number of engagements billed. Adjusted EBITDA surged by 16% to $57.5 million, with the margin expanding by 190bps to 25.6% Selected Executive Search Data (Q1 FY'26 vs Q1 FY'25) | Metric | Q1 FY'26 | Q1 FY'25 | | :------------------------------------------ | :------- | :------- | | Fee revenue | $224.3 | $208.6 | | Total revenue | $226.3 | $210.4 | | Estimated remaining fees under existing contracts | $66.6 | $61.5 | | Ending number of consultants | 574 | 559 | | Average number of consultants | 567 | 551 | | Engagements billed | 3,751 | 3,448 | | New engagements | 1,596 | 1,556 | | Adjusted EBITDA | $57.5 | $49.4 | | Adjusted EBITDA margin | 25.6% | 23.7% | - Executive Search fee revenue increased by **8%** year-over-year (**6%** at constant currency) to **$224.3 million**, driven by an increase in engagements billed[22](index=22&type=chunk) - Adjusted EBITDA for Executive Search increased by **16%** year-over-year to **$57.5 million**, with the margin increasing by **190bps** to **25.6%**[23](index=23&type=chunk) [Executive Search Regional Performance](index=12&type=section&id=Executive%20Search%20Regional%20Performance) Executive Search experienced fee revenue growth across EMEA (17.0%), Asia Pacific (20.0%), and North America (3.6%) in Q1 FY'26, while Latin America saw a decline of 16.5% Executive Search Fee Revenue by Region (Q1 FY'26 vs Q1 FY'25) | Region | Q1 FY'26 Fee Revenue | Q1 FY'25 Fee Revenue | % Change | | :------------- | :------------------- | :------------------- | :------- | | North America | $139,654 | $134,752 | 3.6% | | EMEA | $53,781 | $45,981 | 17.0% | | Asia Pacific | $24,701 | $20,579 | 20.0% | | Latin America | $6,117 | $7,323 | (16.5%) | | Total Executive Search | $224,253 | $208,635 | 7.5% | - Executive Search experienced fee revenue growth in EMEA, North America, and APAC regions[22](index=22&type=chunk) [Professional Search & Interim](index=6&type=section&id=Professional%20Search%20%26%20Interim) Professional Search & Interim fee revenue increased by 10% year-over-year to $133.9 million in Q1 FY'26, primarily due to higher Interim fee revenue associated with the acquisition of Trilogy International. Adjusted EBITDA grew to $28.0 million, with the margin remaining essentially flat at 20.9% Selected Professional Search & Interim Data (Q1 FY'26 vs Q1 FY'25) | Metric | Q1 FY'26 | Q1 FY'25 | | :------------------------------------------ | :------- | :------- | | Fee revenue | $133.9 | $121.7 | | Total revenue | $135.1 | $122.7 | | Permanent Placement Fee revenue | $54.7 | $52.2 | | Interim Fee revenue | $79.2 | $69.5 | | Estimated remaining fees under existing contracts (Interim) | $93.3 | $79.4 | | Average weekly billable consultants (Interim) | 1,219 | 1,068 | | Adjusted EBITDA | $28.0 | $25.7 | | Adjusted EBITDA margin | 20.9% | 21.1% | - Professional Search & Interim fee revenue increased by **10%** year-over-year to **$133.9 million**, primarily due to higher Interim fee revenue associated with the acquisition of Trilogy International[26](index=26&type=chunk) - Adjusted EBITDA margin for Professional Search & Interim was **20.9%**, essentially flat year-over-year[27](index=27&type=chunk) [Recruitment Process Outsourcing (RPO)](index=7&type=section&id=Recruitment%20Process%20Outsourcing%20%28RPO%29) RPO fee revenue increased by 3% year-over-year to $91.3 million in Q1 FY'26, driven by new logo clients in North America. Adjusted EBITDA for RPO grew to $14.3 million, and its margin improved significantly by 160bps to 15.7% Selected Recruitment Process Outsourcing (RPO) Data (Q1 FY'26 vs Q1 FY'25) | Metric | Q1 FY'26 | Q1 FY'25 | | :------------------------------------------ | :------- | :------- | | Fee revenue | $91.3 | $88.5 | | Total revenue | $92.2 | $90.7 | | Estimated remaining fees under existing contracts | $728.8 | $656.1 | | RPO new business | $99.3 | $103.6 | | Adjusted EBITDA | $14.3 | $12.5 | | Adjusted EBITDA margin | 15.7% | 14.1% | - RPO fee revenue increased by **3%** year-over-year (**1%** at constant currency) to **$91.3 million**, primarily due to new logo clients in North America[30](index=30&type=chunk) - Adjusted EBITDA margin for RPO increased by **160bps** year-over-year to **15.7%**[31](index=31&type=chunk) [Outlook & Corporate Information](index=8&type=section&id=Outlook%20%26%20Corporate%20Information) [Q2 FY'26 Financial Outlook](index=8&type=section&id=Q2%20FY%2726%20Financial%20Outlook) Korn Ferry projects Q2 FY'26 fee revenue to be between $690 million and $710 million. Consolidated diluted earnings per share is expected to range from $1.10 to $1.16, with adjusted diluted earnings per share projected between $1.23 and $1.33 - Q2 FY'26 fee revenue is expected to be in the range of **$690 million** and **$710 million**[36](index=36&type=chunk) - Q2 FY'26 diluted earnings per share is expected to range between **$1.10** to **$1.16**[36](index=36&type=chunk) Q2 FY'26 Earnings Per Share Outlook | Metric | Low | High | | :---------------------------------------------------- | :---- | :---- | | Consolidated diluted earnings per share | $1.10 | $1.16 | | Integration/acquisition costs and accelerated depreciation on Digital platform | $0.19 | $0.23 | | Tax rate impact | $(0.06) | $(0.06) | | Consolidated adjusted diluted earnings per share | $1.23 | $1.33 | [Earnings Conference Call](index=8&type=section&id=Earnings%20Conference%20Call) Korn Ferry will host an earnings conference call on September 9, 2025, at 12:00 PM (EDT), featuring CEO Gary Burnison and other executives. The webcast and accompanying slides will be available on the investor relations section of their website - An earnings conference call will be held on September 9, 2025, at **12:00 PM (EDT)**[35](index=35&type=chunk) - The call will be hosted by CEO Gary Burnison, CFO Robert Rozek, SVP Business Development & Analytics Gregg Kvochak, and VP Investor Relations Tiffany Louder[35](index=35&type=chunk) - The conference call will be webcast and available online at ir.kornferry.com, along with earnings slides and other important information[35](index=35&type=chunk) [About Korn Ferry](index=9&type=section&id=About%20Korn%20Ferry) Korn Ferry is a global consulting firm focused on powering performance by unlocking potential in people and driving business transformation through synchronizing strategy, operations, and talent. They aim to accelerate performance, fuel growth, and inspire lasting change for clients across major industries - Korn Ferry is a global consulting firm that powers performance by unlocking potential in people and unleashing transformation across businesses[38](index=38&type=chunk) - The firm synchronizes strategy, operations, and talent to accelerate performance, fuel growth, and inspire a legacy of change[38](index=38&type=chunk) [Forward-Looking Statements](index=9&type=section&id=Forward-Looking%20Statements) This section cautions readers that statements regarding outlook, projections, goals, and future expectations are forward-looking and subject to various risks and uncertainties. These include global economic conditions, competition, labor market dynamics, regulatory changes, and technological advancements like AI, which could cause actual results to differ materially from current expectations - Statements regarding outlook, projections, goals, strategies, future plans, and expectations are forward-looking and involve risks and uncertainties[39](index=39&type=chunk) - Potential risks include global and local political/economic developments (inflation, trade wars, interest rates), labor market conditions, competition, geopolitical tensions, and changes in demand due to automation[39](index=39&type=chunk) - Korn Ferry disclaims any intention or obligation to update or revise any forward-looking statements[39](index=39&type=chunk) [Use of Non-GAAP Financial Measures](index=9&type=section&id=Use%20of%20Non-GAAP%20Financial%20Measures) Korn Ferry utilizes non-GAAP financial measures, such as Adjusted net income, Adjusted EPS, constant currency percentages, and Adjusted EBITDA, to provide supplemental information on performance. These adjustments exclude items like integration/acquisition costs and accelerated depreciation, which management believes are not indicative of ongoing operating results, facilitating more meaningful period-to-period comparisons - Non-GAAP financial measures include Adjusted net income, Adjusted basic and diluted earnings per share, constant currency percentages, and Consolidated and Executive Search Adjusted EBITDA[41](index=41&type=chunk) - These measures exclude charges like integration/acquisition costs and accelerated depreciation on the Digital platform, which management believes are not indicative of ongoing operating results[42](index=42&type=chunk) - The use of non-GAAP measures aims to provide greater transparency, facilitate historical performance comparisons, and help investors identify operating trends by excluding the impact of exchange rate changes[42](index=42&type=chunk)

[Special Note Regarding Forward-looking Statements](index=4&type=section&id=Special%20Note%20Regarding%20Forward-looking%20Statements) This section cautions investors that forward-looking statements in the 10-Q report are subject to risks, and actual results may differ [Forward-looking Statements Disclosure](index=4&type=section&id=Forward-looking%20Statements%20Disclosure) This section details forward-looking statements in the 10-Q report, emphasizing inherent risks and potential for actual results to vary - The report contains forward-looking statements regarding future results, business strategy, and technology, identifiable by words like 'anticipate,' 'expect,' 'will,' or 'would'[10](index=10&type=chunk) - Investors should not rely on these statements as predictions, as actual results may differ materially due to risks and uncertainties outlined in the 'Risk Factors' section[11](index=11&type=chunk) - Key forward-looking statements concern revenue, expenses, profitability, customer acquisition/retention, C3 AI Software usage (including C3 Agentic AI Platform, C3 AI Applications, C3 Generative AI), and market growth rates[12](index=12&type=chunk) [Selected Risks Affecting Our Business](index=6&type=section&id=Selected%20Risks%20Affecting%20Our%20Business) This section summarizes key risks that could materially affect C3.ai's business, including losses, customer dependence, competition, and evolving AI technology [Summary of Key Business Risks](index=6&type=section&id=Summary%20of%20Key%20Business%20Risks) This section outlines selected risks that could materially affect C3.ai's business, encompassing financial, operational, and technological challenges - C3.ai has a history of **losses** and expects operating expenses to increase, making future profitability uncertain[20](index=20&type=chunk)[222](index=222&type=chunk) - A substantial portion of revenue has historically come from a **limited number of customers**, posing a risk if contracts are not renewed or relationships are impaired[20](index=20&type=chunk)[226](index=226&type=chunk) - The company faces intense competition, long and unpredictable sales cycles, and risks related to the market adoption of its C3 AI Software and rapid technological changes[20](index=20&type=chunk)[235](index=235&type=chunk)[242](index=242&type=chunk) - Risks also include macroeconomic uncertainties, stringent data privacy and security regulations, potential compromises of IT systems, and issues arising from the use of AI/ML technologies[20](index=20&type=chunk)[280](index=280&type=chunk)[292](index=292&type=chunk)[317](index=317&type=chunk) [Part I. Financial Information](index=8&type=section&id=Part%20I.%20Financial%20Information) This part presents C3.ai's unaudited condensed consolidated financial statements for the period ended July 31, 2025, with detailed notes on accounting policies and performance [Item 1. Financial Statements (Unaudited)](index=8&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents C3.ai's unaudited condensed consolidated financial statements for Q1 2025, including core statements and detailed notes [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of C3.ai's financial position, detailing assets, liabilities, and equity as of July 31, 2025, and April 30, 2025 Condensed Consolidated Balance Sheets (in thousands) | Metric | July 31, 2025 | April 30, 2025 | | :----------------------------------- | :------------ | :------------- | | Total current assets | $851,113 | $904,252 | | Total assets | $968,739 | $1,025,882 | | Total current liabilities | $111,291 | $131,884 | | Total liabilities | $169,915 | $187,579 | | Total stockholders' equity | $798,824 | $838,303 | | Accumulated deficit | $(1,495,404) | $(1,378,635) | - Total assets decreased from **$1,025,882 thousand** as of April 30, 2025, to **$968,739 thousand** as of July 31, 2025[29](index=29&type=chunk) - Accumulated deficit increased from **$(1,378,635) thousand** to **$(1,495,404) thousand**, reflecting ongoing losses[29](index=29&type=chunk) [Condensed Consolidated Statements of Operations](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section presents C3.ai's financial performance, detailing revenue, expenses, and net loss for the three months ended July 31, 2025, and 2024 Condensed Consolidated Statements of Operations (in thousands) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Total revenue | $70,261 | $87,213 | | Gross profit | $26,444 | $52,166 | | Loss from operations | $(124,819) | $(72,586) | | Net loss | $(116,769) | $(62,827) | | Net loss per share (basic and diluted) | $(0.86) | $(0.50) | - Total revenue decreased by **19%** from **$87,213 thousand** in Q1 2024 to **$70,261 thousand** in Q1 2025[31](index=31&type=chunk)[184](index=184&type=chunk) - Net loss increased significantly from **$(62,827) thousand** in Q1 2024 to **$(116,769) thousand** in Q1 2025[31](index=31&type=chunk) - Net loss per share (basic and diluted) worsened from **$(0.50)** to **$(0.86)** year-over-year[31](index=31&type=chunk) [Condensed Consolidated Statements of Comprehensive Loss](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) This section details C3.ai's comprehensive loss, including net loss and other comprehensive income/loss, for the three months ended July 31, 2025, and 2024 Condensed Consolidated Statements of Comprehensive Loss (in thousands) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Net loss | $(116,769) | $(62,827) | | Other comprehensive (loss) income | $(595) | $931 | | Comprehensive loss | $(117,364) | $(61,983) | - Comprehensive loss increased from **$(61,983) thousand** in Q1 2024 to **$(117,364) thousand** in Q1 2025, primarily due to the higher net loss and an unrealized loss on marketable securities[33](index=33&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) This section outlines changes in C3.ai's stockholders' equity, including additional paid-in capital and accumulated deficit, for the period ended July 31, 2025 Changes in Stockholders' Equity (in thousands) | Metric | April 30, 2025 Balance | July 31, 2025 Balance | | :----------------------------------- | :--------------------- | :-------------------- | | Total Stockholders' Equity | $838,303 | $798,824 | | Additional Paid-In Capital | $2,216,284 | $2,294,166 | | Accumulated Deficit | $(1,378,635) | $(1,495,404) | - Total stockholders' equity decreased from **$838,303 thousand** to **$798,824 thousand**, driven by the net loss of **$(116,769) thousand**, partially offset by stock-based compensation expense of **$54,553 thousand**[35](index=35&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents C3.ai's cash flow activities from operations, investing, and financing for the three months ended July 31, 2025, and 2024 Condensed Consolidated Statements of Cash Flows (in thousands) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Net cash (used in) provided by operating activities | $(33,535) | $8,042 | | Net cash used in investing activities | $(51,171) | $(41,550) | | Net cash provided by financing activities | $1,289 | $182 | | Net decrease in cash, cash equivalents and restricted cash | $(83,417) | $(33,326) | | Cash, cash equivalents and restricted cash at end of period | $93,507 | $146,386 | - Net cash used in operating activities increased to **$(33,535) thousand** in Q1 2025 from **$8,042 thousand** provided in Q1 2024, primarily due to higher payroll and contractor costs and vendor payments[38](index=38&type=chunk)[202](index=202&type=chunk) - Net cash used in investing activities increased to **$(51,171) thousand** in Q1 2025, mainly due to purchases of marketable securities (**$206,492 thousand**) partially offset by maturities and sales (**$156,081 thousand**)[38](index=38&type=chunk)[203](index=203&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering accounting policies and specific financial items [1. Summary of Business and Significant Accounting Policies](index=13&type=section&id=1.%20Summary%20of%20Business%20and%20Significant%20Accounting%20Policies) This section outlines C3.ai's business model as an enterprise AI software provider and details its significant accounting policies - C3.ai is an enterprise AI software provider offering the C3 Agentic AI Platform, C3 AI Applications, and C3 Generative AI[40](index=40&type=chunk) - The company operates as a **single operating and reportable segment**, with the CEO as the chief operating decision maker[46](index=46&type=chunk) - New accounting standards (ASU 2023-09, ASU 2024-03, ASU 2025-05) are being evaluated for future impact, with adoption required in fiscal years 2026, 2028, and 2027 respectively[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) [2. Revenue](index=14&type=section&id=2.%20Revenue) This section details C3.ai's revenue streams, including geographical distribution and professional services, and highlights customer concentration Revenue by Geographical Region (in thousands) | Region | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | | :------------------------- | :------------------------------- | :------------------------------- | | North America | $64,408 | $77,128 | | Europe, the Middle East and Africa | $5,619 | $9,390 | | Asia Pacific | $21 | $247 | | Rest of World | $213 | $448 | | Total revenue | $70,261 | $87,213 | - The United States accounted for **91%** of revenue in Q1 2025, up from **87%** in Q1 2024, indicating increased domestic concentration[51](index=51&type=chunk) Professional Services Revenue (in thousands) | Service Type | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | | :------------------------- | :------------------------------- | :------------------------------- | | Prioritized engineering services | $8,663 | $10,649 | | Service fees | $1,297 | $3,108 | | Total professional services revenue | $9,960 | $13,757 | - Remaining performance obligations (RPO) were approximately **$223.2 million** as of July 31, 2025, with **$121.3 million** expected to be recognized in the next 12 months[59](index=59&type=chunk) - Customer concentration remains high, with three separate Customer-Entities accounting for **14%**, **13%**, and **11%** of revenue in Q1 2025[60](index=60&type=chunk) [3. Fair Value Measurements](index=16&type=section&id=3.%20Fair%20Value%20Measurements) This section details the fair value measurements of C3.ai's financial instruments, primarily cash equivalents and marketable securities Fair Value of Financial Instruments (in thousands) | Asset Type | July 31, 2025 (Total) | April 30, 2025 (Total) | | :----------------------------------- | :-------------------- | :--------------------- | | Money market funds | $50,155 | $87,872 | | Commercial paper (cash equivalents) | $7,854 | $29,122 | | U.S. treasury securities | $29,776 | $15,482 | | Certificates of deposit | $85,981 | $76,518 | | U.S. government agencies securities | $62,038 | $57,138 | | Commercial paper (marketable securities) | $135,971 | $113,787 | | Corporate debt securities | $317,191 | $315,405 | | Total cash equivalents and available-for-sale marketable securities | $688,966 | $696,339 | - The majority of financial instruments are measured at fair value using **Level 2 inputs**, based on third-party pricing services and observable market data[64](index=64&type=chunk) [4. Cash Equivalents and Marketable Securities](index=17&type=section&id=4.%20Cash%20Equivalents%20and%20Marketable%20Securities) This section provides a detailed breakdown of C3.ai's cash equivalents and available-for-sale marketable securities, including their fair values Cash Equivalents and Available-for-Sale Marketable Securities (in thousands) | Category | Amortized Cost (July 31, 2025) | Estimated Fair Value (July 31, 2025) | | :----------------------------------- | :----------------------------- | :----------------------------------- | | Cash equivalents | $58,009 | $58,009 | | Available-for-sale marketable securities | $631,029 | $630,957 | | Total | $689,038 | $688,966 | - As of July 31, 2025, the company held **$630.9 million** in available-for-sale marketable securities, with **$481.4 million** maturing within one year[67](index=67&type=chunk) - The company had **146 marketable securities** in an unrealized loss position as of July 31, 2025, totaling **$(330) thousand** in unrealized losses, but these were not deemed other-than-temporarily impaired[69](index=69&type=chunk) [5. Balance Sheet Details](index=18&type=section&id=5.%20Balance%20Sheet%20Details) This section provides detailed breakdowns of specific balance sheet accounts, including property and equipment, and accrued compensation Property and Equipment, Net (in thousands) | Category | July 31, 2025 | April 30, 2025 | | :----------------------------------- | :------------ | :------------- | | Property and equipment, gross | $105,703 | $105,055 | | Less: accumulated depreciation and amortization | $(29,103) | $(25,757) | | Property and equipment, net | $76,600 | $79,298 | Accrued Compensation and Employee Benefits (in thousands) | Category | July 31, 2025 | April 30, 2025 | | :----------------------------------- | :------------ | :------------- | | Accrued bonus | $25,277 | $37,468 | | Accrued vacation | $5,211 | $4,950 | | Accrued payroll taxes and benefits | $3,631 | $2,033 | | Accrued commissions | $6,529 | $7,244 | | ESPP contributions | $4,106 | $1,593 | | Other | $642 | $580 | | Total | $45,396 | $53,868 | - Accrued compensation and employee benefits decreased by **$8.5 million**, primarily due to a reduction in accrued bonus[74](index=74&type=chunk) [6. Commitments and Contingencies](index=20&type=section&id=6.%20Commitments%20and%20Contingencies) This section outlines C3.ai's significant contractual commitments and ongoing legal proceedings, including class action lawsuits and a trade secret dispute - As of July 31, 2025, C3.ai had non-cancellable purchase commitments of **$409.6 million** for cloud hosting and **$96.9 million** for professional services, due over the next one to five years[76](index=76&type=chunk) - The company is involved in multiple securities class action and shareholder derivative lawsuits, with new complaints filed in August 2025 related to alleged misstatements about the Executive Chairman's health and its impact on business[78](index=78&type=chunk)[79](index=79&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) - C3.ai filed a lawsuit against Enel in Italy seeking **€2.1 billion** in compensatory damages for misappropriation of trade secrets and breach of contract, with a pretrial conference scheduled for September 18, 2025[84](index=84&type=chunk) [7. Stockholders' Equity](index=22&type=section&id=7.%20Stockholders'%20Equity) This section details C3.ai's authorized common stock, including Class A and Class B shares, and their respective voting rights and conversion terms - The company has authorized **1,000,000,000 shares** of Class A common stock (one vote per share) and **3,500,000 shares** of Class B common stock (50 votes per share)[87](index=87&type=chunk) - Class B common stock can be converted to Class A at the stockholder's option or automatically upon certain events, such as six months after Mr. Siebel's death/incapacity or departure from service, or December 11, 2040[89](index=89&type=chunk) [8. Stock-Based Compensation](index=23&type=section&id=8.%20Stock-Based%20Compensation) This section details C3.ai's stock option and RSU activity, including outstanding options, unvested balances, and total stock-based compensation expense Stock Option Activity (in thousands, except per share data) | Metric | As of April 30, 2025 | As of July 31, 2025 | | :----------------------------------- | :------------------- | :------------------ | | Options Outstanding | 28,477 | 28,216 | | Weighted Average Exercise Price | $15.13 | $15.21 | | Aggregate Intrinsic Value | $195,923 | $235,602 | - Unrecognized compensation cost for stock options was **$48.0 million** as of July 31, 2025, to be recognized over an estimated weighted-average period of **2.0 years**[91](index=91&type=chunk) RSU Activity (in thousands, except per share data) | Metric | As of April 30, 2025 | As of July 31, 2025 | | :----------------------------------- | :------------------- | :------------------ | | Unvested Balance | 23,774 | 27,692 | | Weighted Average Grant Date Fair Value Per Share | $25.99 | $25.39 | - Unrecognized stock-based compensation expense for RSUs was **$651.6 million** as of July 31, 2025, to be recognized over a weighted-average period of **3.9 years**[100](index=100&type=chunk) Total Stock-Based Compensation Expense (in thousands) | Category | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Cost of subscription | $8,622 | $7,694 | | Cost of professional services | $668 | $714 | | Sales and marketing | $24,181 | $18,833 | | Research and development | $19,323 | $18,431 | | General and administrative | $11,981 | $9,011 | | Total stock-based compensation expense | $64,775 | $54,683 | [9. Income Taxes](index=26&type=section&id=9.%20Income%20Taxes) This section details C3.ai's income tax expense, primarily from foreign jurisdictions, and the maintenance of a full valuation allowance on U.S. deferred tax assets - Income tax expense was **$0.3 million** for both Q1 2025 and Q1 2024, primarily from foreign jurisdictions[106](index=106&type=chunk) - A full valuation allowance is maintained on substantially all U.S. deferred tax assets due to a history of losses[106](index=106&type=chunk) [10. Net Loss Per Share Attributable to Common Stockholders](index=26&type=section&id=10.%20Net%20Loss%20Per%20Share%20Attributable%20to%20Common%20Stockholders) This section presents the calculation of C3.ai's net loss per share, basic and diluted, for the three months ended July 31, 2025, and 2024 Net Loss Per Share (in thousands, except per share data) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Net loss attributable to common stockholders | $(116,769) | $(62,827) | | Weighted-average shares (basic and diluted) | 135,375 | 124,979 | | Basic and diluted net loss per share | $(0.86) | $(0.50) | - Basic and diluted net loss per share are the same due to the company being in a net loss position[107](index=107&type=chunk) - Potential common stock equivalents (stock options, RSUs, ESPP) were excluded from diluted EPS calculation as they were anti-dilutive[107](index=107&type=chunk)[108](index=108&type=chunk) [11. Related Party Transactions](index=27&type=section&id=11.%20Related%20Party%20Transactions) This section discloses C3.ai's related party transactions, specifically a sublease agreement with First Virtual Group, Inc., involving the Executive Chairman - C3.ai has a sublease agreement with First Virtual Group, Inc., where Thomas M. Siebel (Executive Chairman) serves as Chairman of the subtenant[109](index=109&type=chunk) - The monthly base rent for the sublease was approximately **$8,608** through September 30, 2023, increasing annually thereafter[109](index=109&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on C3.ai's financial condition and results for Q1 2025, covering business, strategy, performance factors, and liquidity [Overview](index=28&type=section&id=Overview) This section provides a high-level overview of C3.ai's business as an Enterprise AI application software company and its core offerings - C3 AI is an Enterprise AI application software company, offering the C3 Agentic AI Platform, C3 AI Applications, and C3 Generative AI[112](index=112&type=chunk)[115](index=115&type=chunk) - These solutions aim to simplify and accelerate Enterprise AI application development, deployment, and administration through a patented model-driven architecture[113](index=113&type=chunk) [How We Generate Revenue](index=28&type=section&id=How%20We%20Generate%20Revenue) This section explains C3.ai's revenue generation model, primarily through subscription sales and professional services, including a consumption-based pricing model - Revenue is primarily generated from **subscription sales (86% of total revenue in Q1 2025)**, recognized ratably or on a usage basis[114](index=114&type=chunk)[116](index=116&type=chunk) - Professional services, including prioritized engineering and service fees, accounted for **14% of total revenue** in Q1 2025[117](index=117&type=chunk) - A consumption-based pricing model was introduced in Q1 2023, allowing customers to pay based on monthly vCPU and vGPU hours after an initial production deployment phase[116](index=116&type=chunk) [Remaining Performance Obligations](index=29&type=section&id=Remaining%20Performance%20Obligations) This section details C3.ai's remaining performance obligations (RPO), including non-cancellable commitments and expected recognition timelines - Remaining performance obligations (RPO) were **$223.2 million** as of July 31, 2025, down from **$235.1 million** as of April 30, 2025[121](index=121&type=chunk) - RPO includes **$67.4 million** of non-cancellable commitments where product selection is yet to be determined[121](index=121&type=chunk) - Approximately **$121.3 million** of RPO is expected to be recognized over the next 12 months[59](index=59&type=chunk) [Go-to-Market Strategy](index=30&type=section&id=Go-to-Market%20Strategy) This section outlines C3.ai's go-to-market strategy, focusing on large customers, consumption-based pricing, and leveraging industry and cloud partners - The strategy focuses on large 'lighthouse customers' in industries like oil & gas, utilities, and aerospace, serving as proof points for broader adoption[124](index=124&type=chunk) - A consumption-based pricing model was introduced in Q1 2023 to attract new customers with smaller initial contract sizes and accelerate growth[125](index=125&type=chunk)[129](index=129&type=chunk) - The company leverages industry partners (e.g., Baker Hughes, Booz Allen Hamilton), hyperscale cloud providers (Microsoft Azure, AWS, Google Cloud), and consulting firms to expand market reach[130](index=130&type=chunk) [Key Business Metric](index=30&type=section&id=Key%20Business%20Metric) This section identifies Initial Production Deployment count as a key business metric, reflecting market penetration and customer acquisition trends - Initial Production Deployment count is a key business metric, reflecting market penetration and customer acquisition trends[132](index=132&type=chunk) - The company executed **28 initial production deployment agreements** in Q1 2025, a decrease from **52** in Q1 2024[132](index=132&type=chunk) [Factors Affecting Our Performance](index=31&type=section&id=Factors%20Affecting%20Our%20Performance) This section discusses various internal and external factors influencing C3.ai's financial performance, including customer dynamics, organizational changes, and macroeconomic conditions [Customer Acquisition, Retention, and Expansion](index=31&type=section&id=Customer%20Acquisition,%20Retention,%20and%20Expansion) This section focuses on C3.ai's strategies for growing its customer base, retaining existing clients, and expanding software usage through new applications - Focus on growing customer base, retaining existing customers, and expanding usage of C3 AI Software through new use cases and increased runtime[134](index=134&type=chunk) - The average total subscription contract value and revenue from 'lighthouse customers' as a percentage of total revenue are decreasing due to sales organization restructuring and market-partner ecosystem expansion[137](index=137&type=chunk) [Restructuring of Sales and Services Organization](index=32&type=section&id=Restructuring%20of%20Sales%20and%20Services%20Organization) This section addresses the disruptive impact of the sales and services organization restructuring and the Executive Chairman's health issues on financial performance - A restructuring of the sales and services organization in Q1 2026 had a disruptive effect on financial performance[139](index=139&type=chunk) - The Executive Chairman's unanticipated health issues also negatively impacted sales results in Q1 2026[139](index=139&type=chunk) [Appointment of Chief Executive Officer and CEO Transition](index=32&type=section&id=Appointment%20of%20Chief%20Executive%20Officer%20and%20CEO%20Transition) This section details the appointment of Stephen Ehikian as CEO, succeeding Mr. Siebel, and highlights the importance of a successful leadership transition - Stephen Ehikian was appointed CEO, succeeding Mr. Siebel (who remains Executive Chairman), effective September 1, 2025[140](index=140&type=chunk) - Successful transition and integration of the new CEO are critical for executing the business strategy[140](index=140&type=chunk) [C3 Generative AI](index=32&type=section&id=C3%20Generative%20AI) This section highlights C3 Generative AI's role in diversifying the customer base, its foundational patent, and new functionalities for enterprise AI solutions - C3 Generative AI, launched in early fiscal year 2024, offers **28 domain-specific generative AI solutions**, diversifying the customer base and market reach[142](index=142&type=chunk)[143](index=143&type=chunk) - The company was awarded a foundational U.S. patent (No. **12,111,859**) in October 2024 for its generative AI agentic technology, detailing an AI Orchestrator, autonomy, multimodal model integration, natural language summarization, traceability, and security[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk) - New functionalities include Omni-Modal Parsing at Scale, Dynamic Planning Agent with Multi-Agent Collaboration, Easy Agent and Tool Authoring, and On-the-Fly Custom Visualizations[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) [Technology Innovation](index=33&type=section&id=Technology%20Innovation) This section emphasizes C3.ai's continued investment in R&D to enhance its software, expand accounts, and attract new customers, with expected long-term spending trends - Continued investment in R&D is expected to extend C3 AI Software, expand existing accounts, and attract new customers[155](index=155&type=chunk) - Research and development spending is anticipated to remain high in the coming years but decline as a percentage of total revenue over the longer term[156](index=156&type=chunk) [Brand Awareness](index=34&type=section&id=Brand%20Awareness) This section outlines planned investments in brand awareness, market education, and thought leadership, particularly for generative AI, with anticipated long-term marketing spend trends - Significant investments in brand awareness, market education, strategic paid media, and thought leadership are planned, especially for generative AI[157](index=157&type=chunk) - Marketing spend is expected to decline as a percentage of total revenue in the long term as the brand and reputation are established[158](index=158&type=chunk) [Grow Our Go-to-Market and Partnership Ecosystem](index=34&type=section&id=Grow%20Our%20Go-to-Market%20and%20Partnership%20Ecosystem) This section highlights the expansion of strategic partnerships with major cloud providers and consulting firms to enhance market reach and accelerate Enterprise AI adoption - Expansion of strategic partners, including Microsoft, Baker Hughes, AWS, and Google, is crucial for attracting new customers and global reach[159](index=159&type=chunk) - New global alliance agreements were formed with Microsoft (September 2024) and McKinsey & Company (January 2025) to accelerate Enterprise AI adoption and transformation[160](index=160&type=chunk)[161](index=161&type=chunk) [International Expansion](index=34&type=section&id=International%20Expansion) This section details C3.ai's plans for international expansion through direct sales and strategic partners, noting the current contribution of international customers to total revenue - The company plans to continue investing in international expansion by increasing direct sales teams and leveraging strategic partners[162](index=162&type=chunk) - International customers accounted for **9% of total revenue** in Q1 2025, down from **13%** in Q1 2024[162](index=162&type=chunk) [Impact of Macroeconomic Conditions](index=35&type=section&id=Impact%20of%20Macroeconomic%20Conditions) This section addresses the adverse impact of macroeconomic conditions and geopolitical instability on C3.ai's business, potentially leading to budget rationalization and operational disruptions - Adverse macroeconomic conditions (labor shortages, inflation, high interest rates) have impacted and may continue to impact the business, leading customers to optimize consumption and rationalize budgets[163](index=163&type=chunk) - Geopolitical instability, potential government shutdowns, and trade tensions could also negatively affect operations and performance[164](index=164&type=chunk) [Components of Results of Operations](index=35&type=section&id=Components%20of%20Results%20of%20Operations) This section breaks down the various components contributing to C3.ai's results of operations, including revenue, cost of revenue, gross profit, and operating expenses [Revenue (Components)](index=35&type=section&id=Revenue%20(Components)) This section defines C3.ai's revenue components, including subscription revenue from software licenses and SaaS, and professional services revenue from consulting and engineering - Subscription revenue includes software licenses, SaaS offerings, COE support, initial production deployments, and hosting charges, with revenue recognized ratably or on a usage basis[166](index=166&type=chunk) - Professional services revenue includes consulting, training, paid implementation, and prioritized engineering services, typically recognized over time as services are performed[167](index=167&type=chunk) [Cost of Revenue (Components)](index=35&type=section&id=Cost%20of%20Revenue%20(Components)) This section details the components of C3.ai's cost of revenue, encompassing costs for subscription services and professional services, primarily payroll and third-party resources - Cost of subscription revenue primarily consists of compensation for production/support staff, third-party system integration partners, and hosting costs[168](index=168&type=chunk) - Cost of professional services revenue includes compensation for professional service and prioritized engineering personnel, and third-party system integration partners[169](index=169&type=chunk) [Gross Profit and Gross Margin (Components)](index=36&type=section&id=Gross%20Profit%20and%20Gross%20Margin%20(Components)) This section defines gross profit and gross margin, explaining how they are calculated and the factors that can cause their fluctuations - Gross profit is total revenue minus total cost of revenue; gross margin is gross profit as a percentage of total revenue[170](index=170&type=chunk) - Gross margin can fluctuate based on product mix, customer size, industry, geography, and the use of internal vs. third-party resources for professional services[170](index=170&type=chunk) [Operating Expenses (Components)](index=36&type=section&id=Operating%20Expenses%20(Components)) This section outlines C3.ai's operating expenses, including sales and marketing, R&D, and G&A, and their expected trends relative to business growth and revenue - Operating expenses include sales and marketing, research and development, and general and administrative expenses, all expected to increase with business growth[171](index=171&type=chunk) - Sales and marketing expenses are expected to remain high in the near-term due to hiring, but decline as a percentage of revenue over time[173](index=173&type=chunk) - R&D investments will continue for product innovation, with spending as a percentage of revenue anticipated to decline over a longer horizon[175](index=175&type=chunk) - General and administrative expenses are expected to increase in absolute dollars but decline as a percentage of revenue long-term due to economies of scale[177](index=177&type=chunk) [Interest Income (Components)](index=37&type=section&id=Interest%20Income%20(Components)) This section describes C3.ai's interest income, primarily derived from cash, cash equivalents, and marketable securities, and its sensitivity to market interest rates - Interest income is primarily from cash, cash equivalents, and marketable securities, fluctuating with balances and market interest rates[178](index=178&type=chunk) [Other Income (Expense), Net (Components)](index=37&type=section&id=Other%20Income%20(Expense),%20Net%20(Components)) This section details C3.ai's other income (expense), net, including foreign currency exchange gains/losses and realized gains/losses on marketable securities - Other income (expense), net, includes foreign currency exchange gains/losses and realized gains/losses on marketable securities, expected to fluctuate with exchange rates[179](index=179&type=chunk) [Provision for Income Taxes (Components)](index=37&type=section&id=Provision%20for%20Income%20Taxes%20(Components)) This section explains C3.ai's income tax provision, an estimate based on various tax rates, credits, and deductions, and the impact of a full valuation allowance - Income tax provision is an estimate based on federal, state, and foreign tax rates, adjusted for credits, deductions, and valuation allowances[180](index=180&type=chunk) - A full valuation allowance is maintained on U.S. deferred tax assets due to a history of losses[180](index=180&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) This section provides a comparative analysis of C3.ai's financial performance for the three months ended July 31, 2025, versus the prior year, across key operational metrics [Revenue (Comparison)](index=39&type=section&id=Revenue%20(Comparison)) This section compares C3.ai's subscription and professional services revenue for Q1 2025 and Q1 2024, highlighting year-over-year changes and customer contributions Revenue Comparison (in thousands) | Category | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | $ Change | % Change | | :------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Subscription | $60,301 | $73,456 | $(13,155) | (18)% | | Professional services | $9,960 | $13,757 | $(3,797) | (28)% | | Total revenue | $70,261 | $87,213 | $(16,952) | (19)% | - Subscription revenue decreased by **18% YoY**, with new customers contributing **32%** of subscription revenue in Q1 2025 (vs. **19%** in Q1 2024)[184](index=184&type=chunk) - Professional services revenue decreased by **28% YoY**, mainly due to a **$2.0 million** decrease in prioritized engineering services and a **$1.8 million** decrease in other professional services[185](index=185&type=chunk) [Cost of Revenue (Comparison)](index=39&type=section&id=Cost%20of%20Revenue%20(Comparison)) This section compares C3.ai's cost of subscription and professional services revenue for Q1 2025 and Q1 2024, detailing the primary drivers of change Cost of Revenue Comparison (in thousands) | Category | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | $ Change | % Change | | :------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Subscription | $41,481 | $33,292 | $8,189 | 25% | | Professional services | $2,336 | $1,755 | $581 | 33% | | Total cost of revenue | $43,817 | $35,047 | $8,770 | 25% | - Cost of subscription revenue increased by **25% YoY**, primarily due to higher payroll and contractor costs (**$7.1 million**) and data center costs (**$0.3 million**)[186](index=186&type=chunk) - Cost of professional services revenue increased by **33% YoY**, mainly due to higher payroll and contractor costs (**$0.5 million**)[187](index=187&type=chunk) [Gross Profit and Gross Margin (Comparison)](index=39&type=section&id=Gross%20Profit%20and%20Gross%20Margin%20(Comparison)) This section compares C3.ai's gross profit and gross margin for Q1 2025 and Q1 2024, analyzing the factors contributing to the year-over-year decline Gross Profit and Gross Margin Comparison (in thousands) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | $ Change | % Change | | :------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Gross profit | $26,444 | $52,166 | $(25,722) | (49)% | | Subscription margin | 31% | 55% | -24% | | | Professional services margin | 77% | 87% | -10% | | | Total gross margin | 38% | 60% | -22% | | - Total gross profit decreased by **49% YoY**, and total gross margin declined from **60%** to **38%**[188](index=188&type=chunk) - Subscription margin decreased due to lower subscription revenue and higher payroll/contractor costs for initial production deployment projects[189](index=189&type=chunk) - Professional services margin decreased due to a decline in prioritized engineering service projects[190](index=190&type=chunk) [Operating Expenses (Comparison)](index=41&type=section&id=Operating%20Expenses%20(Comparison)) This section compares C3.ai's sales and marketing, R&D, and G&A expenses for Q1 2025 and Q1 2024, identifying the key drivers of their year-over-year changes Operating Expenses Comparison (in thousands) | Category | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | $ Change | % Change | | :------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Sales and marketing | $62,513 | $52,125 | $10,388 | 20% | | Research and development | $64,651 | $52,927 | $11,724 | 22% | | General and administrative | $24,099 | $19,700 | $4,399 | 22% | | Total operating expenses | $151,263 | $124,752 | $26,511 | 21% | - Sales and marketing expenses increased by **20% YoY**, driven by higher payroll costs (**$15.1 million**) and increased stock-based compensation, partially offset by lower advertising (**$6.0 million**)[191](index=191&type=chunk) - Research and development expenses increased by **22% YoY**, primarily due to higher payroll and contractor costs (**$9.4 million**) and data center costs (**$1.4 million**)[192](index=192&type=chunk) - General and administrative expenses increased by **22% YoY**, mainly due to higher payroll costs (**$4.0 million**), increased stock-based compensation, and higher professional services costs (**$0.7 million**)[193](index=193&type=chunk) [Interest Income (Comparison)](index=41&type=section&id=Interest%20Income%20(Comparison)) This section compares C3.ai's interest income for Q1 2025 and Q1 2024, attributing the year-over-year decrease to prevailing interest rates and investment volume Interest Income Comparison (in thousands) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | $ Change | % Change | | :------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Interest income | $8,218 | $10,003 | $(1,785) | (18)% | - Interest income decreased by **18% YoY**, primarily due to higher prevailing interest rates on marketable securities and higher investment volume in the prior year[194](index=194&type=chunk) [Other Income (Expense), Net (Comparison)](index=41&type=section&id=Other%20Income%20(Expense),%20Net%20(Comparison)) This section compares C3.ai's other income (expense), net, for Q1 2025 and Q1 2024, highlighting the significant increase driven by foreign currency gains Other Income (Expense), Net Comparison (in thousands) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | $ Change | % Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Other income (expense), net | $132 | $28 | $104 | 371% | - Other income (expense), net, increased significantly by **371% YoY**, mainly due to higher foreign currency gains on Euro-denominated balances[195](index=195&type=chunk) [Provision for Income Taxes (Comparison)](index=42&type=section&id=Provision%20for%20Income%20Taxes%20(Comparison)) This section compares C3.ai's provision for income taxes for Q1 2025 and Q1 2024, noting the slight increase primarily from foreign and state tax expense Provision for Income Taxes Comparison (in thousands) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | $ Change | % Change | | :------------------- | :------------------------------- | :------------------------------- | :------- | :------- | | Provision for income taxes | $300 | $272 | $28 | 10% | - The provision for income taxes slightly increased by **10% YoY**, primarily related to foreign and state tax expense[196](index=196&type=chunk) [Non-GAAP Financial Measure](index=42&type=section&id=Non-GAAP%20Financial%20Measure) This section presents free cash flow as a non-GAAP measure, providing a reconciliation and evaluating C3.ai's liquidity and ability to fund future operations - Free cash flow is presented as a non-GAAP measure to evaluate liquidity and ability to fund future operations[197](index=197&type=chunk) Free Cash Flow Reconciliation (in thousands) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Net cash (used in) provided by operating activities | $(33,535) | $8,042 | | Less: Purchases of property and equipment | $(760) | $(924) | | Free cash flow | $(34,295) | $7,118 | - Free cash flow decreased significantly from **$7,118 thousand** provided in Q1 2024 to **$(34,295) thousand** used in Q1 2025[198](index=198&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses C3.ai's liquidity position, including cash, cash equivalents, and marketable securities, and discusses its ability to fund operations despite accumulated deficits - As of July 31, 2025, cash and cash equivalents were **$80.9 million**, and marketable securities were **$631.0 million**[199](index=199&type=chunk) - The company had an accumulated deficit of **$1.5 billion** as of July 31, 2025, and expects continued operating losses and negative cash flows in the near future[199](index=199&type=chunk) - Existing cash, cash equivalents, and marketable securities are believed to be sufficient for at least the next 12 months, but additional financing may be required for strategic initiatives[200](index=200&type=chunk) Cash Flow Summary (in thousands) | Category | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Net cash (used in) provided by operating activities | $(33,535) | $8,042 | | Net cash used in investing activities | $(51,171) | $(41,550) | | Net cash provided by financing activities | $1,289 | $182 | | Net decrease in cash, cash equivalents, and restricted cash | $(83,417) | $(33,326) | [Contractual Obligations and Commitments](index=44&type=section&id=Contractual%20Obligations%20and%20Commitments) This section outlines C3.ai's contractual obligations, primarily operating lease commitments and non-cancellable purchase commitments for cloud hosting and professional services - Contractual obligations primarily include operating lease commitments and non-cancellable purchase commitments for cloud hosting and professional services[206](index=206&type=chunk) - No material changes in contractual obligations and commitments since April 30, 2025, other than in the ordinary course of business[207](index=207&type=chunk) [Critical Accounting Policies and Estimates](index=44&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section discusses the critical accounting policies and estimates that require significant judgment in preparing C3.ai's financial statements - The preparation of financial statements requires significant estimates and assumptions, which could differ from actual results[208](index=208&type=chunk) - No material changes to critical accounting policies and estimates compared to the Annual Report on Form 10-K for fiscal year ended April 30, 2025[209](index=209&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses C3.ai's exposure to market risks, primarily from foreign currency and interest rate fluctuations, and addresses inflation risk [Interest Rate Risk](index=46&type=section&id=Interest%20Rate%20Risk) This section assesses C3.ai's exposure to interest rate risk on its cash, cash equivalents, and marketable securities portfolio - As of July 31, 2025, cash, cash equivalents, and marketable securities totaled **$711.9 million**[212](index=212&type=chunk) - A hypothetical **10% change** in interest rates would not have a material impact on the value of the company's cash equivalents or marketable securities portfolio[212](index=212&type=chunk) [Foreign Currency Exchange Risk](index=46&type=section&id=Foreign%20Currency%20Exchange%20Risk) This section discusses C3.ai's exposure to foreign currency exchange risk, particularly from Euro-denominated sales, and the potential impact of rate changes - Approximately **5% of sales** in Q1 2025 and **8%** in Q1 2024 were denominated in euros, exposing the company to foreign currency risk[213](index=213&type=chunk) - A hypothetical **10% change** in foreign currency exchange rates could have a material impact on the unaudited condensed financial statements[213](index=213&type=chunk) [Inflation Risk](index=46&type=section&id=Inflation%20Risk) This section addresses C3.ai's exposure to inflation risk, noting no material effect to date but potential future harm if cost increases cannot be offset - Inflation has not had a material effect on the business, results of operations, or financial condition to date[214](index=214&type=chunk) - Inability to offset higher costs from significant inflationary pressures through price increases could harm the business[214](index=214&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details management's evaluation of C3.ai's disclosure controls and internal control over financial reporting, concluding their effectiveness as of July 31, 2025 - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective at the reasonable assurance level as of July 31, 2025[215](index=215&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the period[216](index=216&type=chunk) - The effectiveness of internal controls is subject to inherent limitations, including judgment, human error, and the inability to eliminate misconduct completely[217](index=217&type=chunk) [Part II. Other Information](index=48&type=section&id=Part%20II.%20Other%20Information) This part provides additional information not covered in the financial statements, including legal proceedings, risk factors, and other disclosures [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to legal proceedings detailed in Note 6, confirming no other material litigation that would adversely affect C3.ai's business - Legal proceedings are detailed in Note 6, including securities class actions and shareholder derivative lawsuits[220](index=220&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) - The company does not believe it is probable that these cases will result in an unfavorable outcome, but a material adverse impact is possible if an unfavorable outcome occurs[83](index=83&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) This comprehensive section outlines various risks and uncertainties that could materially and adversely affect C3.ai's business, categorized by operational, international, tax, IP, and stock ownership [Risks Related to Our Business and Our Industry](index=48&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Our%20Industry) This section details risks inherent to C3.ai's business and industry, including financial performance, customer dependence, competition, and technological changes - C3.ai has a history of **losses** and expects increased operating expenses, making future profitability uncertain[222](index=222&type=chunk) - Dependence on a **limited number of customers** means non-renewal or impairment of relationships could significantly impact revenue and remaining performance obligations[226](index=226&type=chunk) - The company faces intense competition, long and unpredictable sales cycles, and risks if the market for C3 AI Software fails to grow as expected or if technological changes are not addressed[235](index=235&type=chunk)[242](index=242&type=chunk)[253](index=253&type=chunk)[254](index=254&type=chunk) - Restructuring of the sales organization and the CEO transition, along with macroeconomic uncertainties, have had and could continue to have adverse impacts[139](index=139&type=chunk)[140](index=140&type=chunk)[163](index=163&type=chunk)[259](index=259&type=chunk)[262](index=262&type=chunk)[278](index=278&type=chunk) - Stringent and evolving data privacy and security laws (e.g., GDPR, CCPA, EU AI Act) and potential security incidents pose significant compliance burdens, litigation risks, and reputational harm[280](index=280&type=chunk)[282](index=282&type=chunk)[283](index=283&type=chunk)[289](index=289&type=chunk)[292](index=292&type=chunk)[295](index=295&type=chunk)[296](index=296&type=chunk)[298](index=298&type=chunk) - Issues with AI/ML use, including flawed algorithms, biased datasets, or inaccurate outputs, could lead to reputational harm, liability, and increased regulatory scrutiny[317](index=317&type=chunk)[300](index=300&type=chunk) [Risks Related to Our International Operations](index=73&type=section&id=Risks%20Related%20to%20Our%20International%20Operations) This section outlines risks associated with C3.ai's international operations, including compliance challenges, geopolitical instability, and trade controls - International expansion subjects the company to increased business and economic risks, including challenges in recruiting, compliance with diverse laws (privacy, data protection, anti-corruption), and intellectual property protection[322](index=322&type=chunk)[326](index=326&type=chunk) - Geopolitical instability, trade protection policies, and export/import controls (e.g., U.S. export control and economic sanctions laws) could impair international competitiveness or lead to liability[323](index=323&type=chunk)[327](index=327&type=chunk)[329](index=329&type=chunk)[331](index=331&type=chunk) - Non-compliance with anti-corruption laws like the FCPA can lead to criminal/civil liability, fines, and reputational harm, especially with increased international sales and public sector engagement[332](index=332&type=chunk)[333](index=333&type=chunk)[335](index=335&type=chunk) [Risks Related to Taxes](index=76&type=section&id=Risks%20Related%20to%20Taxes) This section details tax-related risks, including potential liabilities for past sales taxes, changes in tax laws, and limitations on using net operating losses - The company may be subject to liabilities for past sales taxes, surcharges, and fees if taxing authorities challenge its nexus or product classification[336](index=336&type=chunk)[337](index=337&type=chunk) - Changes in accounting principles, tax laws (e.g., OBBBA), or administrative interpretations could increase tax liabilities[339](index=339&type=chunk)[340](index=340&type=chunk)[341](index=341&type=chunk) - The ability to use net operating losses (NOLs) and other tax attributes to offset future taxable income may be limited by Section 382 of the Code or state-level suspensions[342](index=342&type=chunk) [Risks Related to Our Intellectual Property](index=77&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) This section addresses risks concerning C3.ai's intellectual property, including infringement claims, indemnity provisions, protection failures, and open-source software use - The company is subject to intellectual property rights claims and other litigation, which can be costly, time-consuming, and divert management attention[343](index=343&type=chunk) - Indemnity provisions in agreements expose the company to substantial liability for intellectual property infringement and other losses[344](index=344&type=chunk) - Failure to protect intellectual property rights (patents, trade secrets, trademarks) could diminish brand value and allow competitors to replicate C3 AI Software[345](index=345&type=chunk) - Use of third-party open source software could lead to litigation, requirements to disclose proprietary code, or increased security risks[347](index=347&type=chunk)[348](index=348&type=chunk) [Risks Related to Ownership of Our Class A Common Stock](index=80&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Class%20A%20Common%20Stock) This section discusses risks related to C3.ai's Class A common stock, including price volatility, concentrated voting control, potential future sales, and anti-takeover provisions - The trading price of Class A common stock is volatile due to various factors, including market fluctuations, company performance, analyst coverage, and short seller reports[353](index=353&type=chunk)[356](index=356&type=chunk)[357](index=357&type=chunk) - The dual-class common stock structure concentrates voting control with Class B holders (primarily Mr. Siebel), limiting other stockholders' influence on corporate matters[358](index=358&type=chunk)[359](index=359&type=chunk) - Substantial future sales of Class A and Class B common stock by existing holders could depress the market price[361](index=361&type=chunk) - Provisions in constituent documents and Delaware law may prevent or frustrate attempts to change management or acquire a controlling interest, potentially lowering the stock price[364](index=364&type=chunk)[365](index=365&type=chunk) [General Risks](index=85&type=section&id=General%20Risks) This section covers general risks, including the failure to maintain effective internal controls, costs of legal proceedings, and potential disruptions from catastrophic events - Failure to maintain effective disclosure controls and internal control over financial reporting could impair the ability to produce timely and accurate financial statements and comply with regulations[372](index=372&type=chunk)[375](index=375&type=chunk) - Involvement in legal proceedings can result in substantial costs, divert management attention, and may not be fully covered by insurance[377](index=377&type=chunk) - Catastrophic events (natural disasters, cyberattacks, war) could disrupt business operations, impair service delivery, or lead to critical data loss[378](index=378&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=87&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section confirms no unregistered sales of equity securities or use of proceeds to report for the period - No unregistered sales of equity securities or use of proceeds to report[379](index=379&type=chunk) [Item 3. Defaults Upon Senior Securities](index=87&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms no defaults upon senior securities to report - Not applicable; no defaults upon senior securities[380](index=380&type=chunk) [Item 4. Mine Safety Disclosures](index=87&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company - Not applicable; no mine safety disclosures[381](index=381&type=chunk) [Item 5. Other Information](index=87&type=section&id=Item%205.%20Other%20Information) This section discloses Rule 10b5-1 trading arrangements adopted by directors and officers for company securities during Q1 2025 Rule 10b5-1 Trading Arrangements Adopted by Directors and Officers | Name and Position | Action | Date | Rule 10b5-1* | Total Shares of Common Stock to be Sold | Expiration Date | | :----------------------------------- | :----- | :----------- | :----------- | :-------------------------------------- | :-------------- | | Hitesh Lath, SVP and CFO | Adoption | June 11, 2025 | X | 159,031 | March 31, 2026 | | Robert Schilling, EVP and CCO | Adoption | June 18, 2025 | X | *** | March 31, 2026 | | Richard C. Levin, Director | Adoption | June 18, 2025 | X | 72,000 | June 30, 2026 | - The number of shares for Robert Schilling's plan is not yet determinable, as it covers shares released upon vesting of restricted stock unit awards[385](index=385&type=chunk) [Item 6. Exhibits](index=88&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including corporate documents, certifications, and XBRL data - Exhibits include the Amended and Restated Certificate of Incorporation and Bylaws, an Offer Letter for Robert Schilling, CEO/CFO certifications (302 and 906), and XBRL interactive data files[389](index=389&type=chunk) - Certifications under 18 U.S.C. Section 1350 (Exhibits 32.1 and 32.2) are not deemed filed with the SEC[387](index=387&type=chunk)

PART I. FINANCIAL INFORMATION [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The company's balance sheet reflects a decrease in total assets, driven by lower cash and accounts receivable, alongside an increase in goodwill from acquisitions Key Balance Sheet Data (Amounts in thousands) | Metric | July 31, 2025 | January 31, 2025 | | :------------------------------------------ | :-------------- | :--------------- | | Total Assets | $2,592,317 | $2,865,270 | | Cash and cash equivalents | $628,617 | $879,196 | | Accounts receivable, net | $269,810 | $451,131 | | Goodwill | $120,800 | $87,304 | | Total Liabilities | $926,614 | $1,019,508 | | Total Stockholders' Equity | $1,665,703 | $1,845,762 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company achieved profitability in the recent quarter and significantly reduced its net loss for the six-month period, driven by revenue growth - Total revenue increased by **14%** for the three months ended July 31, 2025, and by **10%** for the six months ended July 31, 2025, compared to the respective prior year periods[18](index=18&type=chunk) Key Operations Data (Amounts in thousands, except per share data) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Revenue | $361,728 | $316,253 | $718,352 | $651,365 | | Operating Loss | $(20,185) | $(103,349) | $(36,597) | $(152,814) | | Net Income (Loss) | $1,584 | $(86,097) | $(20,971) | $(114,833) | | Net Income (Loss) per share, diluted | $0.00 | $(0.15) | $(0.04) | $(0.20) | [Condensed Consolidated Statements of Comprehensive (Loss) Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income) Comprehensive income improved significantly year-over-year, reflecting a reduced net loss and positive impacts from other comprehensive income items Key Comprehensive Income Data (Amounts in thousands) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $1,584 | $(86,097) | $(20,971) | $(114,833) | | Other comprehensive (loss) income, net | $(4,776) | $3,365 | $29,637 | $(720) | | Comprehensive (loss) income | $(3,192) | $(82,732) | $8,666 | $(115,553) | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity decreased due to substantial stock repurchases, which were partially offset by stock-based compensation and other comprehensive income - Accumulated other comprehensive income (loss) significantly increased from **$(4,890)k** as of January 31, 2025, to **$24,747k** as of July 31, 2025, primarily due to foreign currency translation adjustments[23](index=23&type=chunk)[106](index=106&type=chunk) Key Stockholders' Equity Changes (Amounts in thousands) | Metric | Six Months Ended July 31, 2025 | | :------------------------------------ | :----------------------------- | | Balance as of January 31, 2025 | $1,845,762 | | Repurchase of Class A Common Stock | $(329,101) | | Stock-based compensation | $154,370 | | Other comprehensive income, net | $29,637 | | Net loss | $(20,971) | | Balance as of July 31, 2025 | $1,665,703 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The company generated positive operating cash flow, but a net decrease in cash resulted from significant stock repurchases and business acquisition activities - Cash provided by operating activities increased by **9.7%** year-over-year for the six months ended July 31, 2025[27](index=27&type=chunk) Key Cash Flow Data (Amounts in thousands) | Metric | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $160,589 | $146,413 | | Net cash used in investing activities | $(80,578) | $(5,893) | | Net cash used in financing activities | $(346,806) | $(260,887) | | Net decrease in cash, cash equivalents, and restricted cash | $(250,579) | $(122,365) | [Note 1. Organization and Description of Business](index=10&type=section&id=Note%201.%20Organization%20and%20Description%20of%20Business) UiPath operates an intelligent platform that unifies AI agents, robots, and people to enable scalable, flexible, and compliant business automation - UiPath Platform™ unifies AI agents, robots, and people on a single intelligent system for **scalable, flexible, and compliant automation**[29](index=29&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=10&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) The company's accounting policies, prepared under U.S. GAAP, remain consistent with the prior fiscal year and are managed as a single operating segment - Unaudited condensed consolidated financial statements are prepared in accordance with **U.S. GAAP** and SEC interim reporting regulations, with no significant changes to policies from the 2025 Form 10-K[30](index=30&type=chunk)[31](index=31&type=chunk) - The Chief Executive Officer (CODM) reviews financial information at the consolidated level, managing business activities as **one operating and reportable segment**[42](index=42&type=chunk) - The company is evaluating the impact of **ASU No. 2023-09** (Income Tax Disclosures) and **ASU No. 2024-03** (Expense Disaggregation Disclosures), effective for annual periods beginning after December 15, 2024, and December 15, 2026, respectively[45](index=45&type=chunk)[46](index=46&type=chunk) Foreign Currency Transaction Gains (Losses) (Amounts in thousands) | Period | 2025 | 2024 | | :------------------------------------ | :----- | :----- | | Three Months Ended July 31, | $8,900 | $(600) | | Six Months Ended July 31, | $(4,300) | $2,200 | [Note 3. Revenue Recognition](index=13&type=section&id=Note%203.%20Revenue%20Recognition) Revenue growth was primarily driven by the Americas and EMEA regions, with the majority of remaining performance obligations expected to be recognized within 12 months - As of July 31, 2025, remaining performance obligations totaled **$1,208.7 million**, with **65%** expected to be recognized as revenue over the next 12 months[51](index=51&type=chunk) - Amortization of deferred contract acquisition costs was **$44.2 million** for the six months ended July 31, 2025, up from **$39.4 million** in the prior year period[52](index=52&type=chunk) Revenue by Geographical Region (Three Months Ended July 31, Amounts in thousands) | Region | 2025 Amount | 2025 % of Revenue | 2024 Amount | 2024 % of Revenue | | :---------------------------- | :---------- | :---------------- | :---------- | :---------------- | | Americas | $181,081 | 50 % | $150,591 | 48 % | | Europe, Middle East, and Africa | $113,026 | 31 % | $97,989 | 31 % | | Asia-Pacific | $67,621 | 19 % | $67,673 | 21 % | | Total revenue | $361,728 | 100 % | $316,253 | 100 % | Revenue by Geographical Region (Six Months Ended July 31, Amounts in thousands) | Region | 2025 Amount | 2025 % of Revenue | 2024 Amount | 2024 % of Revenue | | :---------------------------- | :---------- | :---------------- | :---------- | :---------------- | | Americas | $342,488 | 48 % | $303,702 | 47 % | | Europe, Middle East, and Africa | $236,690 | 33 % | $202,616 | 31 % | | Asia-Pacific | $139,174 | 19 % | $145,047 | 22 % | | Total revenue | $718,352 | 100 % | $651,365 | 100 % | [Note 4. Marketable Securities](index=14&type=section&id=Note%204.%20Marketable%20Securities) The company's marketable securities portfolio, primarily in U.S. government securities, holds minor unrealized losses attributed to market conditions rather than credit risk - Unrealized losses of **$630k** as of July 31, 2025, are primarily due to changes in market conditions and are **not believed to be credit-related**[54](index=54&type=chunk)[56](index=56&type=chunk) Marketable Securities Summary (As of July 31, 2025, Amounts in thousands) | Type | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | | :-------------------------------- | :------------- | :--------------------- | :---------------------- | :------------------- | | Treasury bills and U.S. government securities | $792,532 | $— | $(539) | $791,993 | | Corporate bonds | $87,145 | $— | $(90) | $87,055 | | Commercial paper | $14,974 | $— | $(1) | $14,973 | | Total marketable securities | $894,651 | $— | $(630) | $894,021 | [Note 5. Fair Value Measurement](index=15&type=section&id=Note%205.%20Fair%20Value%20Measurement) The majority of the company's financial assets are valued using observable market inputs (Level 1), with a smaller portion relying on unobservable inputs - **Level 3 assets**, such as convertible bonds of private companies and contingent consideration liability, rely on **unobservable inputs** for valuation[58](index=58&type=chunk) Fair Value Hierarchy of Financial Assets (As of July 31, 2025, Amounts in thousands) | Category | Level 1 | Level 2 | Level 3 | Total | | :-------------------------------- | :-------- | :-------- | :-------- | :-------- | | Money market funds | $183,542 | $— | $— | $183,542 | | Treasury bills and U.S. government securities | $791,993 | $— | $— | $791,993 | | Corporate bonds | $— | $87,055 | $— | $87,055 | | Commercial paper | $— | $14,973 | $— | $14,973 | | Other investments carried at fair value | $— | $— | $13,375 | $13,375 | | Total Financial Assets | $975,535 | $102,028 | $13,375 | $1,090,938 | [Note 6. Business Acquisition](index=16&type=section&id=Note%206.%20Business%20Acquisition) The acquisition of Peak AI Limited for $40.1 million aims to integrate specialized technology and customer relationships, resulting in $28.0 million of goodwill - Acquired Peak AI Limited on March 7, 2025, for **$40.1 million**, consisting of **$30.3 million** initial cash and **$9.8 million** in deferred and contingent consideration[60](index=60&type=chunk)[61](index=61&type=chunk) - The acquisition generated **$28.0 million in goodwill**, representing expected synergies and acquired skilled workforce[61](index=61&type=chunk) Identifiable Intangible Assets Acquired (Amounts in thousands) | Asset Type | Fair Value | Estimated Useful Life (years) | | :------------------------ | :--------- | :-------------------------- | | Customer relationships | $9,228 | 3.0 | | Developed technology | $6,447 | 5.0 | | Trade names and trademarks | $506 | 3.0 | | Total | $16,181 | | [Note 7. Intangible Assets and Goodwill](index=16&type=section&id=Note%207.%20Intangible%20Assets%20and%20Goodwill) Goodwill increased substantially to $120.8 million due to the Peak AI acquisition, while net intangible assets stood at $21.6 million - Goodwill increased from **$87.3 million** as of January 31, 2025, to **$120.8 million** as of July 31, 2025, primarily due to the acquisition of Peak AI (**$28.0 million**) and foreign currency translation effects (**$5.5 million**)[65](index=65&type=chunk) - Amortization of acquired intangible assets was **$3.7 million** for the six months ended July 31, 2025[63](index=63&type=chunk) Intangible Assets, Net (As of July 31, 2025, Amounts in thousands) | Asset Type | Intangible Assets, Net | Weighted Average Remaining Useful Life (years) | | :------------------------ | :--------------------- | :--------------------------------------------- | | Developed technology | $11,724 | 3.3 | | Customer relationships | $8,813 | 2.6 | | Trade names and trademarks | $472 | 2.7 | | Other intangibles | $595 | 6.1 | | Total | $21,604 | | [Note 8. Operating Leases](index=17&type=section&id=Note%208.%20Operating%20Leases) The company's operating lease commitments for real estate and vehicles have increased, with total future undiscounted payments amounting to $110.8 million - As of July 31, 2025, the weighted-average remaining lease term is **9.6 years**, and the weighted-average discount rate is **7.6%**[67](index=67&type=chunk) - Total operating lease liabilities as of July 31, 2025, are **$79.3 million**, with future undiscounted payments totaling **$110.8 million**[67](index=67&type=chunk) Lease Costs (Amounts in thousands) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease cost | $5,314 | $4,086 | $8,691 | $7,562 | | Short-term lease cost | $696 | $1,024 | $1,356 | $2,147 | | Variable lease cost | $711 | $411 | $1,649 | $934 | | Total | $6,721 | $5,521 | $11,696 | $10,643 | [Note 9. Condensed Consolidated Balance Sheet Components](index=19&type=section&id=Note%209.%20Condensed%20Consolidated%20Balance%20Sheet%20Components) Detailed balance sheet components show significant increases in other current assets, net property and equipment, and accrued liabilities Prepaid Expenses and Other Current Assets (Amounts in thousands) | Metric | July 31, 2025 | January 31, 2025 | | :-------------------------------- | :-------------- | :--------------- | | Prepaid expenses and service credits | $57,453 | $65,334 | | Other current assets | $52,938 | $20,942 | | Total | $110,391 | $86,276 | Property and Equipment, Net (Amounts in thousands) | Metric | July 31, 2025 | January 31, 2025 | | :------------------------ | :-------------- | :--------------- | | Property and equipment, gross | $84,471 | $72,400 | | Less: accumulated depreciation | $(42,926) | $(39,660) | | Property and equipment, net | $41,545 | $32,740 | Accrued Expenses and Other Current Liabilities (Amounts in thousands) | Metric | July 31, 2025 | January 31, 2025 | | :------------------------------------ | :-------------- | :--------------- | | Accrued expenses | $38,470 | $16,005 | | Deferred consideration for business acquisition | $8,000 | $— | | Contingent consideration for business acquisition | $1,545 | $— | | Total | $145,856 | $83,923 | [Note 10. Commitments and Contingencies](index=20&type=section&id=Note%2010.%20Commitments%20and%20Contingencies) The company faces various commitments and contingencies, including ongoing litigation, significant tax audits, and non-cancelable purchase obligations - The Fiscal Year 2025 Workforce Restructuring was completed during the three months ended July 31, 2025, incurring **$4.4 million** in restructuring costs for the six-month period[80](index=80&type=chunk)[81](index=81&type=chunk) - Ongoing litigation includes the **2023 Securities Action** (claims of misstatements in 2021-2022, with some claims dismissed) and the **2024 Securities Action** (claims of misstatements in 2023-2024, with the amended complaint dismissed but leave to refile)[84](index=84&type=chunk)[86](index=86&type=chunk)[88](index=88&type=chunk) - Tax audits include a **$14.3 million** VAT assessment paid and appealed in Romania, an estimated possible loss of **$13.0 million** for an ongoing Romanian VAT audit, and a preliminary inquiry for **$45.6 million** GST in India[92](index=92&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk) - Non-cancelable purchase obligations totaled **$356.2 million** as of July 31, 2025, primarily for hosting services and software[99](index=99&type=chunk) [Note 11. Stockholders' Equity](index=23&type=section&id=Note%2011.%20Stockholders'%20Equity) Stockholders' equity activities were highlighted by an expanded stock repurchase program and a significant increase in accumulated other comprehensive income - The board authorized an additional **$500.0 million** for Class A common stock repurchases on August 30, 2024, bringing the total authorization to **$1.0 billion**[100](index=100&type=chunk) - The company repurchased **30.2 million shares** of Class A common stock for **$329.1 million** during the six months ended July 31, 2025[103](index=103&type=chunk) - **5.0 million shares** of Class B common stock beneficially owned by CEO Daniel Dines were converted into Class A common stock on March 13, 2025[105](index=105&type=chunk) Changes in Accumulated Other Comprehensive Income (Loss) (Six Months Ended July 31, Amounts in thousands) | Metric | 2025 | 2024 | | :------------------------------------ | :----- | :----- | | Balance as of January 31, | $(4,890) | $8,825 | | Other comprehensive income (loss), net of tax | $29,637 | $(720) | | Balance as of July 31, | $24,747 | $8,105 | [Note 12. Equity Incentive Plans and Stock-Based Compensation](index=24&type=section&id=Note%2012.%20Equity%20Incentive%20Plans%20and%20Stock-Based%20Compensation) The company recorded $154.4 million in stock-based compensation expense for the six-month period under its various equity incentive plans - As of July 31, 2025, **229.8 million shares** of Class A common stock are reserved under the 2021 Plan, and **32.7 million shares** under the ESPP[107](index=107&type=chunk)[110](index=110&type=chunk) Unrecognized Stock-Based Compensation Expense (As of July 31, 2025, Amounts in thousands) | Award Type | Unrecognized Compensation Expense | Weighted-Average Remaining Period | | :------------------------------------ | :-------------------------------- | :------------------------------ | | Stock options | $70,000 | 1.9 years | | Restricted Stock Units (RSUs) | $349,700 | 2.2 years | | Performance Stock Units (PSUs) | $6,300 | 2.7 years | | Employee Stock Purchase Plan (ESPP) | $1,900 | 0.4 years | Total Stock-Based Compensation Expense by Function (Amounts in thousands) | Functional Area | Three Months Ended July 31, 2025 | Six Months Ended July 31, 2025 | | :------------------------------------ | :------------------------------- | :----------------------------- | | Cost of subscription services revenue | $3,682 | $7,556 | | Sales and marketing | $23,402 | $46,988 | | Research and development | $36,087 | $70,682 | | General and administrative | $12,477 | $24,055 | | Total | $78,006 | $154,367 | [Note 13. Income Taxes](index=26&type=section&id=Note%2013.%20Income%20Taxes) The company maintains a full valuation allowance on U.S. and Romania deferred tax assets and is assessing the impact of new international tax regulations - A **full valuation allowance** is maintained on U.S. and Romania deferred tax assets, with a reasonable possibility of reversal within the next **6 to 18 months**[126](index=126&type=chunk) - Gross unrecognized tax benefits totaled **$1.6 million** as of July 31, 2025, with a liability of **$0.9 million**[127](index=127&type=chunk) - The company anticipates a Qualified Domestic Minimum Top-up Tax (QDMTT) of **$1.9 million** in Romania for the current fiscal year due to OECD Pillar Two rules. The One Big Beautiful Bill Act (OBBBA) is **not expected to have a significant impact** on the consolidated tax position[130](index=130&type=chunk)[133](index=133&type=chunk) Provision for Income Taxes and Effective Tax Rate | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Provision for income taxes | $1,743k | $3,828k | $4,570k | $7,608k | | Effective tax rate | 52.4% | (4.7)% | (27.9)% | (7.1)% | [Note 14. Net Income (Loss) Per Share](index=28&type=section&id=Note%2014.%20Net%20Income%20(Loss)%20Per%20Share) The company's diluted earnings per share improved to $0.00 for the quarter and showed a reduced loss per share for the six-month period Net Income (Loss) Per Share, Diluted | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Class A common stock | $0.00 | $(0.15) | $(0.04) | $(0.20) | | Class B common stock | $0.00 | $(0.15) | $(0.04) | $(0.20) | Anti-Dilutive Common Stock Equivalents Excluded (Amounts in thousands) | Type | Three Months Ended July 31, 2025 | Six Months Ended July 31, 2025 | | :------------------------------------ | :------------------------------- | :----------------------------- | | Unvested RSUs | 10,610 | 27,239 | | Outstanding stock options | 2,198 | 8,870 | | Shares issuable under ESPP | 416 | 900 | | Total | 13,224 | 37,570 | [Note 15. Related Party Transactions](index=29&type=section&id=Note%2015.%20Related%20Party%20Transactions) The company incurred expenses for the business use of an aircraft owned by its CEO, Daniel Dines - UiPath incurred **$0.9 million** in expenses for the business use of an aircraft owned by CEO Daniel Dines for the six months ended July 31, 2025, compared to none in the prior year period[137](index=137&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's transition to an AI-powered platform, detailing revenue growth, improved margins, and key performance metrics like ARR [Overview](index=30&type=section&id=Overview) - UiPath has evolved from a Robotic Process Automation (RPA) tool to an **AI-powered automation platform**, unifying AI agents, robots, and people on a single intelligent system[140](index=140&type=chunk)[141](index=141&type=chunk) - The Fiscal Year 2025 Workforce Restructuring was completed during the three months ended July 31, 2025, aimed at **streamlining the organization and prioritizing AI investments**[147](index=147&type=chunk) Business Highlights (Amounts in millions) | Metric | Three Months Ended July 31, 2025 | Six Months Ended July 31, 2025 | | :------------------------------------ | :------------------------------- | :----------------------------- | | Revenue | $361.7 (+14% YoY) | $718.4 (+10% YoY) | | ARR (as of July 31, 2025) | N/A | $1,723.4 (+11% YoY) | | Gross Margin | 82% (vs 80% in 2024) | 82% (vs 82% in 2024) | | Cash flow from operations | N/A | $160.6 (vs $146.4 in 2024) | [Key Performance Metric](index=31&type=section&id=Key%20Performance%20Metric) - Annualized Renewal Run-rate (ARR) is the key performance metric used to measure the ability to **acquire and expand relationships** with subscription customers[149](index=149&type=chunk) - ARR growth of **11%** was driven **26%** by new customers and **74%** by existing customers[149](index=149&type=chunk) ARR-Related Data (As of July 31, Amounts in thousands) | Metric | 2025 | 2024 | | :------------------------------------ | :----------- | :----------- | | ARR | $1,723,401 | $1,550,605 | | Incremental ARR (12 months ended) | $172,796 | $242,701 | | Customers with ARR ≥ $1 million | 320 | 293 | | Percent of current period revenue (ARR ≥ $1 million) | 47 % | 43 % | | Customers with ARR ≥ $100 thousand | 2,432 | 2,163 | | Percent of current period revenue (ARR ≥ $100 thousand) | 87 % | 83 % | | Dollar-based net retention rate | 108 % | 115 % | [Components of Results of Operations](index=32&type=section&id=Components%20of%20Results%20of%20Operations) - Revenue is derived from software licenses (point-in-time recognition), subscription services (ratable recognition for maintenance, support, and SaaS), and professional services (recognized as rendered)[152](index=152&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) - Cost of subscription services revenue is expected to **increase in absolute dollars** due to SaaS business growth and increased cloud-based deployments, potentially impacting gross margin due to higher hosting fees[158](index=158&type=chunk) - Sales and marketing and general and administrative expenses are expected to **decrease as a percentage of revenue** over the longer term, while research and development expenses are expected to **increase in absolute dollars** due to continued investment in new technology and platform enhancements[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk) - The company maintains a **full valuation allowance** on U.S. federal and state and Romania deferred tax assets, with a reasonable possibility of reversal within **6 to 18 months**[167](index=167&type=chunk) [Results of Operations - Three Months Ended July 31, 2025 and 2024](index=35&type=section&id=Results%20of%20Operations%20-%20Three%20Months%20Ended%20July%2031,%202025%20and%202024) - Gross margin increased to **82%** from 80%, primarily driven by increased subscription services revenue and margin[172](index=172&type=chunk) - Sales and marketing expense decreased by **$28.0 million (-14%)**, mainly due to a **$30.7 million** decrease in personnel-related expenses, including reduced stock-based compensation and salary expenses[173](index=173&type=chunk)[174](index=174&type=chunk) - General and administrative expense decreased by **$10.6 million (-17%)**, primarily due to a **$6.2 million** decrease in personnel-related expenses and reductions in other taxes and software costs[176](index=176&type=chunk) Revenue Comparison (Three Months Ended July 31, Amounts in thousands) | Revenue Type | 2025 | 2024 | Change | Change % | | :-------------------------- | :----- | :----- | :----- | :------- | | Licenses | $112,161 | $112,251 | $(90) | — % | | Subscription services | $238,363 | $194,673 | $43,690 | 22 % | | Professional services and other | $11,204 | $9,329 | $1,875 | 20 % | | Total revenue | $361,728 | $316,253 | $45,475 | 14 % | [Results of Operations - Six Months Ended July 31, 2025 and 2024](index=40&type=section&id=Results%20of%20Operations%20-%20Six%20Months%20Ended%20July%2031,%202025%20and%202024) - Gross margin remained relatively constant at **82%**[184](index=184&type=chunk) - Sales and marketing expense decreased by **$48.5 million (-13%)**, primarily due to a **$51.9 million** decrease in personnel-related expenses[185](index=185&type=chunk) - Research and development expense increased by **$9.1 million (+5%)**, driven by a **$15.1 million** increase in personnel-related expenses, partially offset by decreased hosting and software services costs[186](index=186&type=chunk) - General and administrative expense decreased by **$19.5 million (-15%)**, mainly due to an **$11.4 million** decrease in personnel-related expenses, a **$4.4 million** decrease in other taxes, and a **$2.4 million** decrease in charitable donations[187](index=187&type=chunk)[188](index=188&type=chunk) Revenue Comparison (Six Months Ended July 31, Amounts in thousands) | Revenue Type | 2025 | 2024 | Change | Change % | | :-------------------------- | :----- | :----- | :----- | :------- | | Licenses | $240,447 | $252,379 | $(11,932) | (5)% | | Subscription services | $455,666 | $379,804 | $75,862 | 20 % | | Professional services and other | $22,239 | $19,182 | $3,057 | 16 % | | Total revenue | $718,352 | $651,365 | $66,987 | 10 % | [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) - As of July 31, 2025, principal sources of liquidity included **$1,522.6 million** in cash, cash equivalents, and marketable securities[192](index=192&type=chunk) - Net cash used in financing activities was primarily driven by **$329.1 million** in repurchases of Class A common stock under the stock repurchase program[203](index=203&type=chunk) - Material cash requirements include working capital, employee compensation, tax withholdings, operating lease liabilities (**$79.3 million** total), and non-cancelable purchase commitments (**$356.2 million**)[205](index=205&type=chunk)[207](index=207&type=chunk) - Management believes existing liquidity and customer payments will be **sufficient to fund anticipated cash requirements** for the next 12 months and the long term[195](index=195&type=chunk) Cash Flows Summary (Six Months Ended July 31, Amounts in thousands) | Activity | 2025 | 2024 | | :------------------------------------ | :----------- | :----------- | | Net cash provided by operating activities | $160,589 | $146,413 | | Net cash used in investing activities | $(80,578) | $(5,893) | | Net cash used in financing activities | $(346,806) | $(260,887) | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's exposure to interest rate and foreign currency exchange risks is not expected to have a material impact on its financial statements - A hypothetical **10% change in interest rates** would not have a material impact on the condensed consolidated financial statements for the six months ended July 31, 2025[213](index=213&type=chunk) - For the six months ended July 31, 2025, approximately **52% of revenues** and **40% of expenses** were denominated in non-U.S. dollar currencies, resulting in net foreign currency transaction losses of **$4.3 million**[214](index=214&type=chunk) - A hypothetical **10% change in foreign currency exchange rates** would amount to a **$34.1 million** translation impact for the six months ended July 31, 2025[214](index=214&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, following the implementation of a new ERP system during the quarter - Disclosure controls and procedures were **effective at a reasonable assurance level** as of July 31, 2025[217](index=217&type=chunk) - A **new ERP system** was implemented during the three months ended July 31, 2025, leading to updated processes and control activities, with ongoing assessment for effectiveness[218](index=218&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 10 for a detailed description of the company's current legal proceedings - Current legal proceedings are described in detail in **Note 10, Commitments and Contingencies—Litigation**[221](index=221&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - **No material changes** to the risk factors previously disclosed in the 2025 Form 10-K[223](index=223&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities and continued its stock repurchase program, with $180.3 million remaining available - **No recent unregistered sales** of equity securities[224](index=224&type=chunk) - As of July 31, 2025, approximately **$180.3 million remained available** for repurchase under the stock repurchase program[225](index=225&type=chunk) Class A Common Stock Repurchase Activity (Three Months Ended July 31, 2025, Amounts in thousands, except per share data) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :----------- | :------------------------------- | :--------------------------- | | May 1 - 31 | — | $— | | June 1 - 30 | — | $— | | July 1 - 31 | 8,276 | $12.08 | | Total | 8,276 | | [Item 3. Defaults Upon Senior Securities](index=47&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms that the company has not experienced any defaults upon senior securities - **No defaults** upon senior securities[227](index=227&type=chunk) [Item 4. Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are **not applicable**[228](index=228&type=chunk) [Item 5. Other Information](index=48&type=section&id=Item%205.%20Other%20Information) This section discloses that several directors and officers adopted Rule 10b5-1 trading plans during the quarter - CFO Ashim Gupta adopted a Rule 10b5-1 trading plan on July 10, 2025, to sell up to **808,292 Class A shares** through April 8, 2026[229](index=229&type=chunk) - CEO Daniel Dines, through IceVulcan Investments Limited, adopted a Rule 10b5-1 trading plan on July 11, 2025, to sell up to **5,000,000 Class A shares** through April 17, 2026[229](index=229&type=chunk) - Chief Accounting Officer Hitesh Ramani adopted a Rule 10b5-1 trading plan on July 14, 2025, to sell up to **75,000 Class A shares** through July 13, 2026[229](index=229&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report, including officer certifications and XBRL data files - Exhibits include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2), XBRL Taxonomy Extension Documents (101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE), and the Cover Page Interactive Data File (104)[230](index=230&type=chunk) [Signatures](index=50&type=section&id=Signatures) This section contains the official signature block confirming the report's submission by the Chief Financial Officer and Chief Operating Officer - The report is signed by **Ashim Gupta, Chief Financial Officer and Chief Operating Officer**, on behalf of UiPath, Inc[233](index=233&type=chunk)

PART I [Business](index=5&type=section&id=Item%201.%20Business) Cantaloupe, Inc. is a global leader in self-service commerce solutions, with a pending acquisition by 365 Retail Markets, LLC - Cantaloupe, Inc. is a global technology leader powering self-service commerce, offering micro-payment processing, self-checkout kiosks, mobile ordering, connected POS systems, and enterprise cloud software[15](index=15&type=chunk) Customer and Device Metrics (as of June 30) | Metric | 2025 | 2024 | Change (YoY) | | :----------------- | :----- | :----- | :----------- | | Active Customers | 34,896 | 31,466 | +11% | | Active Devices | 1.28M | 1.22M | +5% | - On June 15, 2025, Cantaloupe entered into an agreement to be acquired by 365 Retail Markets, LLC in an all-cash transaction for **$11.20 per share** of common stock, expected to close in the second half of calendar year 2025[19](index=19&type=chunk)[21](index=21&type=chunk) - The company's revenue streams consist of subscription, transaction processing, and equipment sales, with the majority derived from subscription and transaction fees[17](index=17&type=chunk) - Key growth opportunities include maximizing growth in existing customers, capitalizing on cashless and mobile payment trends globally, expanding into micro markets and smart stores, and further penetrating international and adjacent markets[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its pending merger, economic conditions, supply chain, competition, cybersecurity, and financial covenants - The pending merger with 365 Retail Markets, LLC poses risks including business disruptions, uncertainty for employees, potential adverse impact on stock price if not consummated, and significant transaction costs[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[76](index=76&type=chunk) - General economic conditions, including inflation, elevated interest rates, supply chain disruptions, and geopolitical conflicts, could adversely affect business by reducing consumer spending and impacting the company's ability to purchase devices[81](index=81&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk)[85](index=85&type=chunk) - The company's success depends on its ability to develop new products and services to address rapidly evolving market and technological changes, with failure to do so materially affecting the business[86](index=86&type=chunk)[87](index=87&type=chunk) - Substantially all service contracts with customers are terminable with thirty days' notice, making consistent demand and customer satisfaction critical to financial success[88](index=88&type=chunk) - Cybersecurity threats, system breaches, and failures of processing systems could adversely affect reputation, business, and results of operations, potentially leading to significant remedial expenses, fines, and litigation[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - Failure to comply with financial covenants under the **$100 million 2025 Credit Facility** could result in an event of default, accelerating outstanding indebtedness and materially impacting liquidity and financial position[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) [Unresolved Staff Comments](index=26&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The company reported no unresolved staff comments from the SEC - There are no unresolved staff comments[135](index=135&type=chunk) [Cybersecurity](index=26&type=section&id=Item%201C.%20Cybersecurity.) Cantaloupe maintains a robust cybersecurity program with continuous monitoring, penetration testing, and CISO oversight, adhering to industry best practices - Cantaloupe's cybersecurity program safeguards information assets by monitoring threats, developing controls, and undergoing annual third-party reviews for PCI DSS and AICPA SOC compliance[136](index=136&type=chunk)[137](index=137&type=chunk) - The program includes routine external and internal penetration testing, an Incident Management Policy (IMP), and Incident Response Plan (IRP) to detect, respond to, and recover from security incidents[138](index=138&type=chunk)[139](index=139&type=chunk) - Cybersecurity oversight is led by the CISO, who reports to the CTO and the Board of Directors, possessing over **20 years of experience** and industry-recognized certifications (CISSP, CISM, PCI ISA & PCIP)[140](index=140&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk) [Properties](index=27&type=section&id=Item%202.%20Properties.) Cantaloupe leases its headquarters and other facilities, deeming them adequate for current and future operational needs - Cantaloupe's headquarters are in Malvern, Pennsylvania, and it leases other facilities in Atlanta, Georgia, Denver, Colorado (sub-leased), and River Falls, Wisconsin[143](index=143&type=chunk)[144](index=144&type=chunk) - The company believes its existing facilities are sufficient for current and future needs[143](index=143&type=chunk) [Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings.) Cantaloupe is involved in routine litigation and accrues for loss contingencies, with no material pending legal proceedings reported - The company is a party to litigation and other proceedings arising in the ordinary course of business, with accruals made for probable and estimable loss contingencies[145](index=145&type=chunk) - As of the filing date, there are no material pending legal or governmental proceedings other than routine litigation incidental to the business[146](index=146&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to Cantaloupe, Inc. - Mine Safety Disclosures are not applicable to the company[147](index=147&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=31&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) Cantaloupe's common stock trades on NASDAQ, with no cash dividends declared, and its shareholder return is benchmarked against market indices - Cantaloupe's common stock is traded on The NASDAQ Global Market under the symbol "CTLP"[148](index=148&type=chunk) Stockholder and Dividend Information (as of Sep 2, 2025 / June 30, 2025) | Metric | Amount | | :-------------------------------- | :----------- | | Common Stock Holders of Record | 436 | | Preferred Stock Holders of Record | 203 | | Outstanding Common Stock (Sep 2, 2025) | 73,368,777 shares | | Accumulated Unpaid Preferred Dividends (June 30, 2025) | $19.4 million | | Preferred Stock Liquidation Preference (June 30, 2025) | $23.3 million | - No cash dividends have been declared on the company's common stock or preferred stock to date[149](index=149&type=chunk) 5-Year Cumulative Total Return (Indexed to $100 at June 30, 2020) | Index | Jun-20 | Jun-21 | Jun-22 | Jun-23 | Jun-24 | Jun-25 | | :----------------------------- | :----- | :----- | :----- | :----- | :----- | :----- | | Cantaloupe, Inc. | $100 | $169 | $80 | $114 | $94 | $157 | | US Small-Cap Russell 2000® Index | $100 | $160 | $119 | $131 | $142 | $151 | | S&P 500 Information Technology Index | $100 | $141 | $121 | $168 | $238 | $271 | [Reserved](index=29&type=section&id=Item%206.%20%5BReserved%5D.) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Cantaloupe reported strong FY2025 revenue growth, increased net income and Adjusted EBITDA, driven by transaction and subscription fees, with a pending merger Key Financial and Operational Highlights (FY2025 vs. FY2024) | Metric | FY2025 | FY2024 | Change (YoY) | | :-------------------------------- | :------- | :------- | :----------- | | Total Revenues | $302.5M | $268.6M | +13% | | Transaction Fees Revenue | $179.5M | $156.2M | +15% | | Subscription Fees Revenue | $83.6M | $75.3M | +11% | | Equipment Sales Revenue | $39.4M | $37.1M | +6.3% | | Total Dollar Volume of Transactions | $3.4B | $3.0B | +13% | | Active Devices | 1.28M | 1.22M | +5% | | Active Customers | 34,896 | 31,466 | +11% | | Net Income | $64.5M | $12.0M | +437.5% | | Adjusted EBITDA | $46.7M | $34.0M | +37.6% | - The company's revenue breakdown for FY2025 was approximately **59% from transaction fees**, **28% from subscription fees**, and **13% from equipment sales**[159](index=159&type=chunk) - Significant product launches and initiatives in FY2025 included Suites (stadiums/venues), a modernized Seed vending management system, AdVantage digital advertising program, Smart Store self-service retail solutions, Engage Pulse card readers for amusement, and the Go Micro micro market kiosk[163](index=163&type=chunk) - Cantaloupe acquired SB Software, a UK-based vending and coffee management business, enhancing its operational capabilities and market reach in Europe[163](index=163&type=chunk) - The company amended its credit facilities in January 2025, establishing a new 2025 Credit Facility with a total borrowing capacity of **$100 million**, comprising a **$40 million term loan**, a **$30 million revolving credit**, and a **$30 million delayed draw term loan**[163](index=163&type=chunk) Gross Profit and Margin (FY2025 vs. FY2024) | Metric | FY2025 | FY2024 | Change (YoY) | | :-------------------------------- | :------- | :------- | :----------- | | Total Gross Profit | $112.1M | $95.9M | +17.0% | | Total Gross Margin | 37.1% | 35.7% | +1.4 pp | | Adjusted Gross Profit (non-GAAP) | $123.8M | $102.7M | +20.6% | | Adjusted Gross Margin (non-GAAP) | 40.9% | 38.2% | +2.7 pp | Cash Flow Summary (FY2025 vs. FY2024) | Cash Flow Activity | FY2025 | FY2024 | Change (YoY) | | :-------------------------------- | :------- | :------- | :----------- | | Net cash provided by operating activities | $20.3M | $27.7M | -$7.4M | | Net cash used in investing activities | $28.1M | $18.6M | +$9.5M | | Net cash provided by (used in) financing activities | $0.1M | -$1.1M | +$1.2M | [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) Cantaloupe faces interest rate risk on its variable-rate debt, with a 100 basis point SOFR increase impacting interest expense by $0.4 million - The company is exposed to interest rate risk on its **$39.0 million** outstanding borrowings under the 2025 Credit Facility, which has variable interest rates (SOFR-based), where a **100 basis point increase in SOFR** would result in a **$0.4 million change in interest expense**[219](index=219&type=chunk) - Excess cash is invested in highly liquid money market funds that earn a floating rate of interest, and the market risk for these investments is not material[220](index=220&type=chunk) - Cantaloupe also faces foreign currency exchange rate risks on its cash investments, inventory, accounts payable, and accounts receivable, but holds no freestanding derivative instruments[220](index=220&type=chunk) [Financial Statements and Supplementary Data](index=45&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section presents Cantaloupe's audited consolidated financial statements, with unqualified opinions from Deloitte & Touche LLP and BDO US, P.C., and detailed financial disclosures - Deloitte & Touche LLP issued an unqualified opinion on the consolidated financial statements for the years ended June 30, 2025 and 2024, and on the effectiveness of internal control over financial reporting as of June 30, 2025[227](index=227&type=chunk)[228](index=228&type=chunk) - BDO US, P.C. issued an unqualified opinion on the consolidated financial statements for the year ended June 30, 2023[237](index=237&type=chunk) - A critical audit matter identified by Deloitte was the determination of performance obligations within revenue contracts, requiring significant auditor judgment[232](index=232&type=chunk)[233](index=233&type=chunk) Consolidated Balance Sheet Highlights (as of June 30, in thousands) | Metric | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Total Assets | $381,858 | $335,568 | | Total Liabilities | $128,107 | $151,102 | | Total Shareholders' Equity | $251,031 | $181,746 | Consolidated Statements of Operations Highlights (Year ended June 30, in thousands) | Metric | 2025 | 2024 | 2023 | | :-------------------------------- | :------- | :------- | :------- | | Total Revenues | $302,548 | $268,596 | $243,641 | | Operating Income | $22,330 | $14,169 | $760 | | Net Income | $64,533 | $11,993 | $633 | | Basic EPS | $0.87 | $0.16 | $0.00 | | Diluted EPS | $0.86 | $0.15 | $0.00 | Consolidated Statements of Cash Flows Highlights (Year ended June 30, in thousands) | Cash Flow Activity | 2025 | 2024 | 2023 | | :-------------------------------- | :------- | :------- | :------- | | Net cash provided by operating activities | $20,340 | $27,745 | $14,192 | | Net cash used in investing activities | $(28,135) | $(18,636) | $(51,865) | | Net cash provided by (used in) financing activities | $42 | $(1,058) | $20,475 | | Cash and cash equivalents at end of year | $51,146 | $58,920 | $50,927 | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=87&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) Cantaloupe dismissed BDO USA P.C. and appointed Deloitte & Touche LLP as its auditor, with no disagreements reported despite prior material weaknesses - Cantaloupe dismissed BDO USA P.C. and appointed Deloitte & Touche LLP as its independent registered public accounting firm on October 10, 2023[434](index=434&type=chunk)[438](index=438&type=chunk) - There were no disagreements with BDO on accounting principles, financial statement disclosure, or auditing scope/procedure[435](index=435&type=chunk) - BDO's reports for FY2023 did not contain adverse or qualified opinions, but did note material weaknesses in internal control over financial reporting[436](index=436&type=chunk)[437](index=437&type=chunk) - The company did not consult Deloitte on any accounting, auditing, or financial reporting issues prior to their appointment[439](index=439&type=chunk) [Controls and Procedures](index=87&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that Cantaloupe's disclosure controls and internal control over financial reporting were effective as of June 30, 2025, with an unqualified attestation report - The company's disclosure controls and procedures were deemed effective as of June 30, 2025[441](index=441&type=chunk) - Management concluded that Cantaloupe maintained effective internal control over financial reporting as of June 30, 2025, based on the COSO framework[445](index=445&type=chunk) - Deloitte & Touche LLP issued an unqualified attestation report on the effectiveness of the company's internal control over financial reporting[446](index=446&type=chunk) - There were no material changes in the company's internal controls over financial reporting during the fourth quarter of fiscal year 2025[447](index=447&type=chunk) [Other Information](index=92&type=section&id=Item%209B.%20Other%20Information.) During the fiscal quarter ended June 30, 2025, none of Cantaloupe's directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading plans - No Rule 10b5-1 trading plans were adopted, modified, or terminated by directors or executive officers during the fiscal quarter ended June 30, 2025[448](index=448&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=92&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This item is not applicable to Cantaloupe, Inc. - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[448](index=448&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=93&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) This section details Cantaloupe's Board of Directors, executive officers, and corporate governance practices, including committee structures and a Code of Conduct - The Board of Directors includes Douglas G. Bergeron (Chairman), Lisa P. Baird, Ian Harris, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling, Ravi Venkatesan (CEO), and Shannon S. Warren[449](index=449&type=chunk)[450](index=450&type=chunk)[452](index=452&type=chunk)[454](index=454&type=chunk)[456](index=456&type=chunk)[459](index=459&type=chunk)[463](index=463&type=chunk)[466](index=466&type=chunk)[469](index=469&type=chunk)[471](index=471&type=chunk) - Key executive officers include Ravi Venkatesan (CEO), Scott Stewart (CFO), Jeffrey Dumbrell (CRO), Gaurav Singal (CTO), Anna Novoseletsky (CLCO & General Counsel), and Jared Grachek (CAO)[469](index=469&type=chunk)[474](index=474&type=chunk)[475](index=475&type=chunk)[478](index=478&type=chunk)[479](index=479&type=chunk)[480](index=480&type=chunk)[481](index=481&type=chunk) - The company has a Code of Business Conduct and Ethics applicable to all directors, officers, and employees, and an Insider Trading Policy to ensure compliance with securities laws[484](index=484&type=chunk)[487](index=487&type=chunk) - The Board has four standing committees: Audit & Risk, Compensation, Nominating & Corporate Governance, and Finance, with Ms. Shannon S. Warren identified as an "audit committee financial expert" and chairing the Audit and Risk Committee[485](index=485&type=chunk)[486](index=486&type=chunk) - Certain Section 16(a) reports for RSU grants to directors and executive officers were filed late due to an administrative error[483](index=483&type=chunk) [Executive Compensation](index=95&type=section&id=Item%2011.%20Executive%20Compensation.) Cantaloupe's executive compensation links pay to performance and shareholder value, with FY2025 bonuses based on Adjusted EBITDA and Revenue, and a CEO to median pay ratio of 12:1 - The company's compensation philosophy emphasizes attracting and retaining key executives, pay-for-performance, and aligning management's interests with long-term shareholder value, with a significant focus on equity awards[493](index=493&type=chunk)[494](index=494&type=chunk) FY2025 Annual Bonus Performance Metrics and Achievement | Metric | Weighting | Goal Objective | Actual Achieved | Percent Achieved | | :----------------------------- | :-------- | :------------- | :-------------- | :--------------- | | Adjusted EBITDA ($) | 40% | $47,800,000 | $46,740,000 | 93.4% | | Revenue ($) | 25% | $315,000,000 | $302,548,000 | 0% | | Monthly Recurring Revenue Growth (%) | 20% | 15% | 11% | 82.2% | | Board Discretion (%) | 15% | N/A | N/A | 120% | | **Total Corporate Percent Achieved** | | | | **71.8%** | - The estimated ratio of the annual total compensation of the CEO (**$957,707**) to the median employee (**$80,000**) for fiscal year 2025 is **12:1**[534](index=534&type=chunk)[535](index=535&type=chunk) - The Compensation Committee engaged Aon's Human Capital Solutions practice as its executive compensation consultant, determining Aon to be independent[497](index=497&type=chunk)[500](index=500&type=chunk) Potential Payments Upon Change of Control (Merger Scenario) | Named Executive Officer | Cash ($) | Equity ($) | Total ($) | | :---------------------- | :--------- | :--------- | :-------- | | Ravi Venkatesan | 1,350,000 | 1,866,538 | 3,216,538 | | Scott Stewart | 1,032,000 | 869,781 | 1,901,781 | | Jeffrey Dumbrell | 416,000 | 869,781 | 1,285,781 | | Gaurav Singal | 373,118 | 153,776 | 526,894 | | Anna Novoseletsky | 450,000 | 340,090 | 790,090 | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=111&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters.) Hudson Executive Capital LP, BlackRock, Inc., and Oakland Hills BV are major beneficial owners of Cantaloupe's common stock, with directors and officers holding 7.3% Beneficial Ownership of Common Stock (as of September 2, 2025) | Name of Beneficial Owner | Number of Shares Beneficially Owned | Percent of Class | | :-------------------------- | :---------------------------------- | :--------------- | | Hudson Executive Capital LP | 9,319,372 | 12.7% | | BlackRock, Inc. | 4,423,558 | 6.0% | | Oakland Hills BV | 3,667,000 | 5.0% | | All 5% Shareholders | 17,409,930 | 23.7% | | All directors and executive officers as a group (13 persons) | 5,364,197 | 7.3% | - As of September 2, 2025, there were **385,782 shares of Series A Preferred Stock** outstanding, with no directors or executive officers beneficially owning more than **5%** of this class[557](index=557&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=112&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence.) Cantaloupe's Audit and Risk Committee reviews related-party transactions, and the Board assesses director independence, confirming key directors' independent judgment - The Audit and Risk Committee reviews and approves all related-party transactions exceeding **$120,000**, ensuring terms are no less favorable than those available to unaffiliated third parties[558](index=558&type=chunk)[559](index=559&type=chunk) - The Board determined that Mr. Passilla and Mr. Harris are independent directors, concluding that their relationships would not interfere with their independent judgment[561](index=561&type=chunk)[562](index=562&type=chunk) - The company paid Optimized Payments, Inc. **$0.2 million** for payments analytics and advisory services in both fiscal years 2025 and 2024[561](index=561&type=chunk) [Principal Accounting Fees and Services](index=113&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services.) Cantaloupe incurred audit fees from Deloitte & Touche LLP and BDO USA, P.C., with additional audit-related fees for specific services, but no tax or other fees Principal Accounting Fees (in thousands) | Fee Type | Auditor | FY2025 (Estimated) | FY2024 | | :-------------------- | :-------- | :----------------- | :------- | | Audit Fees | Deloitte | $2,393 | $2,641 | | Audit Fees (Consent) | BDO | $250 | $375 | | Audit-Related Fees | Deloitte | $153 | $30 | | Audit-Related Fees | BDO | $50 | $0 | | Tax Fees | Deloitte | $0 | $0 | | Tax Fees | BDO | $0 | $0 | | All Other Fees | Deloitte | $0 | $0 | | All Other Fees | BDO | $0 | $0 | PART IV [Exhibits, Financial Statement Schedules](index=115&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules.) This section lists all exhibits and financial statement schedules, including the Merger Agreement, organizational documents, and various credit and employment agreements - The exhibits include the Agreement and Plan of Merger with 365 Retail Markets, LLC, Amended and Restated Articles of Incorporation, Second Amended and Restated Bylaws, and various credit and payment solutions agreements[572](index=572&type=chunk)[573](index=573&type=chunk) - Other significant exhibits cover stock incentive plans, employment agreements for executives, the Insider Trading Policy, auditor consents from Deloitte & Touche LLP and BDO USA, P.C., and certifications from the CEO and CFO[572](index=572&type=chunk)[573](index=573&type=chunk) [Form 10-K Summary](index=117&type=section&id=Item%2016.%20Form%2010-K%20Summary.) This item is not applicable to the report - Form 10-K Summary is not applicable[575](index=575&type=chunk)

Contact: Holly Schoenfeldt Director of Marketing 210.308.1268 hschoenfeldt@usfunds.com Exhibit 99.1 For Immediate Release SAN ANTONIO–September 8, 2025–U.S. Global Investors, Inc. (NASDAQ: GROW) (the "Company"), a registered investment advisory firm1 with deep expertise in global markets and specialized sectors from gold mining to airlines, today announced a net loss of $334,000, or $0.03 per share, for the fiscal year ended June 30, 2025, compared to net income of $1.3 million, or $0.09 per share, during t ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year 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 0-13928 U.S. GLOBAL INVESTORS, INC. (Exact name of registrant as specified in its charter) Texas 74-1598370 (State or othe ...

Part I - Financial Information This section covers ChargePoint's unaudited financial statements and management's discussion of financial condition and operations [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) This section presents ChargePoint's unaudited financial statements, including balance sheets, operations, equity, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20July%2031%2C%202025%20and%20January%2031%2C%202025%20%28unaudited%29) This statement details ChargePoint's assets, liabilities, and equity as of July 31, 2025, and January 31, 2025 Condensed Consolidated Balance Sheet Summary (in thousands) | Metric | July 31, 2025 (in thousands) | January 31, 2025 (in thousands) | Change (in thousands) | Percentage Change | | :-------------------------------- | :----------------------------- | :------------------------------ | :-------------------- | :---------------- | | **Assets** | | | | | | Cash and cash equivalents | $194,123 | $224,571 | $(30,448) | -13.56% | | Accounts receivable, net | $96,014 | $95,906 | $108 | 0.11% | | Inventories | $212,407 | $209,262 | $3,145 | 1.50% | | Total current assets | $533,425 | $566,574 | $(33,149) | -5.85% | | Goodwill | $222,155 | $207,540 | $14,615 | 7.04% | | Total assets | $870,254 | $898,175 | $(27,921) | -3.11% | | **Liabilities & Equity** | | | | | | Accounts payable | $72,470 | $64,050 | $8,420 | 13.15% | | Deferred revenue (current) | $115,096 | $105,017 | $10,079 | 9.60% | | Total current liabilities | $319,977 | $293,746 | $26,231 | 8.93% | | Debt, noncurrent | $309,414 | $297,092 | $12,322 | 4.15% | | Total liabilities | $799,539 | $760,704 | $38,835 | 5.10% | | Total stockholders' equity | $70,715 | $137,471 | $(66,756) | -48.56% | | Accumulated deficit | $(2,014,738) | $(1,891,438) | $(123,300) | 6.52% | - Total assets decreased by **3.11%** from January 31, 2025, to July 31, 2025, primarily driven by a decrease in cash and cash equivalents[15](index=15&type=chunk) - Total liabilities increased by **5.10%**, with noncurrent debt increasing by **4.15%**[15](index=15&type=chunk) - Total stockholders' equity decreased significantly by **48.56%**, and the accumulated deficit grew by **6.52%** to **$2,014.7 million**[15](index=15&type=chunk)[33](index=33&type=chunk) [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20July%2031%2C%202025%20and%202024%20%28unaudited%29) This statement outlines ChargePoint's revenues, costs, and net loss for the three and six months ended July 31, 2025 and 2024 Condensed Consolidated Statements of Operations Summary (in thousands) | Metric | Three months ended July 31, 2025 (in thousands) | Three months ended July 31, 2024 (in thousands) | Change (in thousands) | YoY Change | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | Change (in thousands) | YoY Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | :--------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | :--------- | | **Revenue** | | | | | | | | | | Networked Charging Systems | $50,421 | $64,146 | $(13,725) | -21.4% | $102,480 | $129,520 | $(27,040) | -20.9% | | Subscriptions | $39,896 | $36,191 | $3,705 | 10.2% | $77,916 | $69,636 | $8,280 | 11.9% | | Other | $8,273 | $8,202 | $71 | 0.9% | $15,834 | $16,426 | $(592) | -3.6% | | Total revenue | $98,590 | $108,539 | $(9,949) | -9.2% | $196,230 | $215,582 | $(19,352) | -9.0% | | **Gross Profit** | $30,728 | $25,585 | $5,143 | 20.1% | $58,714 | $49,195 | $9,519 | 19.3% | | **Operating Expenses** | | | | | | | | | | Research and development | $36,479 | $36,510 | $(31) | -0.1% | $69,989 | $72,562 | $(2,573) | -3.5% | | Sales and marketing | $25,033 | $36,699 | $(11,666) | -31.8% | $51,225 | $71,698 | $(20,473) | -28.6% | | General and administrative | $28,193 | $15,122 | $13,071 | 86.4% | $50,317 | $34,819 | $15,498 | 44.5% | | **Net Loss** | $(66,179) | $(68,874) | $2,695 | -3.9% | $(123,300) | $(140,673) | $17,373 | -12.4% | | **Net loss per share - Basic and Diluted** | $(2.85) | $(3.22) | $0.37 | -11.5% | $(5.34) | $(6.61) | $1.27 | -19.2% | - Total revenue decreased by **9.2%** for the three months and **9.0%** for the six months ended July 31, 2025, primarily due to a significant decline in Networked Charging Systems revenue[17](index=17&type=chunk) - Subscriptions revenue showed positive growth, increasing by **10.2%** for the three months and **11.9%** for the six months, partially offsetting the decline in systems revenue[17](index=17&type=chunk) - Despite the revenue decrease, gross profit increased by **20.1%** for the three months and **19.3%** for the six months, indicating improved margins[17](index=17&type=chunk) - Net loss improved (decreased) by **3.9%** for the three months and **12.4%** for the six months, leading to an improvement in basic and diluted net loss per share[17](index=17&type=chunk) [Condensed Consolidated Statements of Comprehensive Loss](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss%20for%20the%20Three%20and%20Six%20Months%20Ended%20July%2031%2C%202025%20and%202024%20%28unaudited%29) This statement presents ChargePoint's net loss and other comprehensive income or loss for the periods presented Condensed Consolidated Statements of Comprehensive Loss Summary (in thousands) | Metric | Three months ended July 31, 2025 (in thousands) | Three months ended July 31, 2024 (in thousands) | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net loss | $(66,179) | $(68,874) | $(123,300) | $(140,673) | | Foreign currency translation adjustment | $1,206 | $2,047 | $21,318 | $(27) | | Other comprehensive income (loss) | $1,206 | $2,047 | $21,318 | $(27) | | Comprehensive loss | $(64,973) | $(66,827) | $(101,982) | $(140,700) | - The comprehensive loss for the six months ended July 31, 2025, significantly improved to **$(101.98 million)** from **$(140.70 million)** in the prior year, largely due to a positive foreign currency translation adjustment of **$21.32 million**[20](index=20&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20for%20the%20Three%20and%20Six%20Months%20Ended%20July%2031%2C%202025%20and%202024%20%28unaudited%29) This statement details changes in ChargePoint's stockholders' equity, including common stock and accumulated deficit Condensed Consolidated Statements of Stockholders' Equity Summary (in thousands) | Metric | January 31, 2025 (in thousands) | July 31, 2025 (in thousands) | Change (in thousands) | | :-------------------------- | :------------------------------ | :--------------------------- | :-------------------- | | Common Stock (Shares) | 22,805,115 | 23,357,878 | 552,763 | | Additional Paid-In Capital | $2,054,340 | $2,089,566 | $35,226 | | Accumulated Other Comprehensive Loss | $(25,433) | $(4,115) | $21,318 | | Accumulated Deficit | $(1,891,438) | $(2,014,738) | $(123,300) | | Total Stockholders' Equity | $137,471 | $70,715 | $(66,756) | - Total stockholders' equity decreased by **$66.76 million** from January 31, 2025, to July 31, 2025, primarily due to the net loss of **$(123.30 million)**, partially offset by additional paid-in capital from stock plans and other comprehensive income[23](index=23&type=chunk) - The number of common shares issued and outstanding increased from **22,805,115** to **23,357,878**, reflecting issuances under stock plans and ESPP purchases[23](index=23&type=chunk) - A **1-for-20 reverse stock split** became effective on July 28, 2025, retroactively adjusting all share and per-share data[23](index=23&type=chunk)[38](index=38&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20July%2031%2C%202025%20and%202024%20%28unaudited%29) This statement summarizes ChargePoint's cash flows from operating, investing, and financing activities for the six months ended July 31, 2025 and 2024 Condensed Consolidated Statements of Cash Flows Summary (in thousands) | Cash Flow Activity | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | Change (in thousands) | YoY Change | | :--------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | :--------- | | Net cash used in operating activities | $(39,120) | $(113,706) | $74,586 | -65.6% | | Net cash used in investing activities | $(2,358) | $(7,301) | $4,943 | -67.7% | | Net cash provided by financing activities | $8,089 | $6,926 | $1,163 | 16.8% | | Net decrease in cash, cash equivalents, and restricted cash | $(30,448) | $(114,147) | $83,699 | -73.3% | - Net cash used in operating activities significantly decreased by **65.6%** to **$(39.12 million)** for the six months ended July 31, 2025, compared to the prior year, primarily due to a lower net loss and favorable changes in operating assets and liabilities[25](index=25&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk) - Net cash used in investing activities decreased by **67.7%**, mainly due to lower purchases of property and equipment[25](index=25&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk) - Net cash provided by financing activities increased by **16.8%**, driven by proceeds from common stock issuance under employee equity plans and changes in driver funds[25](index=25&type=chunk)[226](index=226&type=chunk)[227](index=227&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20%28unaudited%29) This section provides detailed explanations of ChargePoint's accounting policies, financial items, and other significant financial information [1. Description of Business and Basis of Presentation](index=13&type=section&id=1.%20Description%20of%20Business%20and%20Basis%20of%20Presentation) This note describes ChargePoint's core business, financial condition, and the basis for preparing its financial statements - ChargePoint designs, develops, and markets networked EV charging system infrastructure and cloud-based software services (ChargePoint Platform) for managing charging systems and enabling EV charging sessions[30](index=30&type=chunk) - The Company has incurred net operating losses and negative cash flows from operations since inception, with an accumulated deficit of **$2,014.7 million** as of July 31, 2025[33](index=33&type=chunk) - A **1-for-20 reverse stock split** became effective on July 28, 2025, retroactively adjusting all share and per-share data[38](index=38&type=chunk) [2. Summary of Significant Accounting Policies](index=14&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines key accounting principles used in ChargePoint's financial statements, including revenue recognition and segment reporting - Revenue from Networked Charging Systems is recognized upon shipment, while subscriptions revenue (ChargePoint Platform, Assure, CPaaS) is recognized over time on a straight-line basis[61](index=61&type=chunk)[65](index=65&type=chunk) - One customer accounted for **11%** of total accounts receivable, net, as of July 31, 2025, and **11%** of total revenue for the three months ended July 31, 2025[45](index=45&type=chunk) - The Company operates as one operating segment, with the CEO using consolidated net income or loss to measure performance[47](index=47&type=chunk) [3. Goodwill and Intangible Assets](index=19&type=section&id=3.%20Goodwill%20and%20Intangible%20Assets) This note details the composition and changes in ChargePoint's goodwill and other intangible assets, including amortization Goodwill and Intangible Assets Summary (in thousands) | Metric | January 31, 2025 (in thousands) | July 31, 2025 (in thousands) | Change (in thousands) | | :-------------------- | :------------------------------ | :--------------------------- | :-------------------- | | Goodwill | $207,540 | $222,155 | $14,615 | | Customer relationships (net) | $58,353 | $58,378 | $25 | | Developed technology (net) | $7,822 | $6,752 | $(1,070) | | Total Intangible Assets (net) | $66,175 | $65,130 | $(1,045) | - Goodwill increased by **$14.6 million** from January 31, 2025, to July 31, 2025, primarily due to foreign exchange fluctuations[73](index=73&type=chunk) Amortization Expense (in thousands) | Amortization Expense | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Amortization expense | $3,178 | $3,028 | $6,219 | $6,051 | [4. Composition of Certain Financial Statement Items](index=20&type=section&id=4.%20Composition%20of%20Certain%20Financial%20Statement%20Items) This note breaks down specific financial statement items like inventories, prepaid expenses, property and equipment, and deferred revenue Selected Financial Statement Items (in thousands) | Item | July 31, 2025 (in thousands) | January 31, 2025 (in thousands) | Change (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------ | :-------------------- | | Inventories | $212,407 | $209,262 | $3,145 | | Prepaid expense and other current assets | $30,481 | $36,435 | $(5,954) | | Property and equipment, net | $29,713 | $35,361 | $(5,648) | | Accrued and other current liabilities | $132,411 | $124,679 | $7,732 | | Deferred revenue | $250,297 | $239,215 | $11,082 | Revenue by Geography (in thousands) | Revenue by Geography | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | United States | $76,846 | $76,818 | $151,720 | $155,633 | | Rest of World | $21,744 | $31,721 | $44,510 | $59,949 | | Total revenue | $98,590 | $108,539 | $196,230 | $215,582 | - Revenue from the Rest of World decreased significantly by **31.4%** for the three months and **25.8%** for the six months ended July 31, 2025, while U.S. revenue remained relatively stable[81](index=81&type=chunk) - Remaining performance obligations totaled **$264.8 million** as of July 31, 2025, with **46%** expected to be recognized over the next twelve months[85](index=85&type=chunk) [5. Restructuring](index=22&type=section&id=5.%20Restructuring) This note describes ChargePoint's restructuring activities, including workforce reductions and associated costs and liabilities - The September 2024 Reorganization resulted in a reduction of approximately **249 employees** (**15%** of global workforce) and incurred **$9.8 million** in employee severance and related costs in Q3 fiscal year 2025[87](index=87&type=chunk) - The January 2024 Reorganization involved a **12%** workforce reduction (**223 employees**) and incurred **$9.9 million** in severance and **$2.7 million** in facility exit costs in Q4 fiscal year 2024[89](index=89&type=chunk) - As of July 31, 2025, restructuring liabilities related to the September 2024 Reorganization were fully disbursed, while **$1.1 million** remained for the January 2024 Reorganization and **$0.2 million** for the September 2023 Reorganization[88](index=88&type=chunk)[90](index=90&type=chunk)[93](index=93&type=chunk) [6. Debt](index=23&type=section&id=6.%20Debt) This note details ChargePoint's debt obligations, including convertible notes and revolving credit facilities, with terms and fair values Debt Instruments Summary (in thousands) | Debt Instrument | July 31, 2025 (in thousands) | January 31, 2025 (in thousands) | Change (in thousands) | | :-------------------- | :----------------------------- | :------------------------------ | :-------------------- | | 2028 Convertible Notes (Gross) | $326,042 | $312,750 | $13,292 | | 2028 Convertible Notes (Carrying Amount) | $309,414 | $297,092 | $12,322 | | Estimated fair value (Level 2) | $251,000 | $233,000 | $18,000 | - The gross amount of 2028 Convertible Notes increased by **$13.3 million** due to the election of PIK Interest during the six months ended July 31, 2025[94](index=94&type=chunk)[108](index=108&type=chunk) - The 2028 Convertible Notes have an effective interest rate of approximately **10.0%** as of July 31, 2025[110](index=110&type=chunk) - The Company has a **$150.0 million** 2027 Revolving Credit Facility, with no borrowings or letters of credit outstanding as of July 31, 2025[112](index=112&type=chunk)[117](index=117&type=chunk) [7. Commitments and Contingencies](index=27&type=section&id=7.%20Commitments%20and%20Contingencies) This note discloses ChargePoint's legal proceedings, including class action and derivative lawsuits, and its operating lease liabilities - The Company is involved in class action litigation alleging violations of federal securities laws and premature revenue recognition, with a Second Amended Complaint filed on July 22, 2025[121](index=121&type=chunk) - Derivative actions have been filed against the Board of Directors and former officers, alleging breach of fiduciary duties, currently stayed pending resolution of the class action[122](index=122&type=chunk) - The Company has non-cancellable operating lease liabilities totaling **$18.1 million** as of July 31, 2025, with **$4.9 million** due in the current portion[131](index=131&type=chunk) [8. Common Stock](index=29&type=section&id=8.%20Common%20Stock) This note provides information on ChargePoint's common stock, including shares outstanding and ATM facility termination - As of July 31, 2025, there were **23,357,878 shares** of Common Stock issued and outstanding[132](index=132&type=chunk) - The 2022 At-the-Market (ATM) Facility, which permitted sales of up to **$500.0 million** of Common Stock, was terminated on July 11, 2025, and the associated Shelf Registration Statement expired on July 12, 2025[133](index=133&type=chunk)[134](index=134&type=chunk) [9. Common Stock Warrants](index=29&type=section&id=9.%20Common%20Stock%20Warrants) This note details the number of common stock warrants outstanding and any related activity during the reporting periods - As of July 31, 2025, there were **1,724,971 warrants** outstanding, classified as equity, with no warrant activity during the six months ended July 31, 2025 and 2024[135](index=135&type=chunk) [10. Equity Plans and Stock-based Compensation](index=30&type=section&id=10.%20Equity%20Plans%20and%20Stock-based%20Compensation) This note outlines ChargePoint's equity compensation plans and the associated stock-based compensation expense Stock-based Compensation Expense (in thousands) | Expense Category | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Cost of revenue | $1,251 | $1,526 | $2,474 | $2,610 | | Research and development | $9,174 | $10,731 | $17,788 | $19,033 | | Sales and marketing | $2,876 | $4,463 | $5,955 | $9,905 | | General and administrative | $4,915 | $2,049 | $9,862 | $8,820 | | Total stock-based compensation expense | $18,216 | $18,769 | $36,079 | $40,368 | - Total stock-based compensation expense decreased by **3.0%** for the three months and **10.6%** for the six months ended July 31, 2025, compared to the prior year[137](index=137&type=chunk) - As of July 31, 2025, unrecognized stock-based compensation expense was **$76.1 million**, expected to be recognized over a weighted-average period of **2.1 years**[137](index=137&type=chunk) [11. Income Taxes](index=31&type=section&id=11.%20Income%20Taxes) This note provides details on ChargePoint's income tax provisions, effective tax rates, and deferred tax assets and liabilities - The effective income tax rate was **(1.8)%** for the three months and **(1.5)%** for the six months ended July 31, 2025[147](index=147&type=chunk) - The Company maintains a full valuation allowance on its net domestic deferred tax assets, as it is more likely than not that these assets will not be realized[148](index=148&type=chunk) - The estimated impact of the One Big Beautiful Bill Act (OBBBA) has been reflected in the tax provision but is not expected to materially impact the effective tax rate due to the valuation allowance position[149](index=149&type=chunk) [12. Basic and Diluted Net Loss per Share](index=32&type=section&id=12.%20Basic%20and%20Diluted%20Net%20Loss%20per%20Share) This note presents the calculation of basic and diluted net loss per share, including weighted average common shares outstanding Basic and Diluted Net Loss per Share Summary | Metric | Three months ended July 31, 2025 | Three months ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net loss | $(66,179) | $(68,874) | $(123,300) | $(140,673) | | Weighted average common shares outstanding | 23,196,534 | 21,376,634 | 23,076,430 | 21,271,738 | | Net loss per share - Basic and Diluted | $(2.85) | $(3.22) | $(5.34) | $(6.61) | - Net loss per share improved to **$(2.85)** for the three months and **$(5.34)** for the six months ended July 31, 2025, compared to **$(3.22)** and **$(6.61)** respectively in the prior year[150](index=150&type=chunk) - Potentially dilutive common share equivalents, including convertible notes, options, RSUs, warrants, and ESPP shares, were excluded from diluted EPS calculation due to their anti-dilutive effect[150](index=150&type=chunk) [13. Subsequent Event](index=33&type=section&id=13.%20Subsequent%20Event) This note discloses significant events after the reporting period, including new capital raising initiatives - On September 8, 2025, ChargePoint entered into a new At-the-Market (ATM) sales agreement (2025 ATM Facility) to sell up to **$150 million** of Common Stock[151](index=151&type=chunk) - A new registration statement on Form S-3 will be filed to facilitate offers of up to **$400 million** of various securities, including Common Stock[151](index=151&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on ChargePoint's financial condition, operational results, liquidity, and capital resources [Overview](index=34&type=section&id=Overview) This overview introduces ChargePoint's business model, history of operating losses, and the impact of a recent reverse stock split - ChargePoint designs, develops, and markets networked EV charging system infrastructure and cloud-based services, targeting commercial, fleet, and residential verticals[154](index=154&type=chunk)[156](index=156&type=chunk) - The Company has incurred net operating losses and negative cash flows from operations since its inception in 2007, with an accumulated deficit of **$2,014.7 million** as of July 31, 2025[157](index=157&type=chunk) - A **1-for-20 reverse stock split** was effected on July 28, 2025, retroactively adjusting all share and per share amounts[158](index=158&type=chunk) [Key Factors Affecting Operating Results](index=35&type=section&id=Key%20Factors%20Affecting%20Operating%20Results) This section discusses factors influencing ChargePoint's performance, including EV adoption, market competition, and government incentives - Revenue growth is tied to EV adoption, which is volatile and influenced by macroeconomic factors like interest rates, inflation, and geopolitical events[159](index=159&type=chunk)[160](index=160&type=chunk) - Intense competition in the EV charging market, including a shift towards disaggregated hardware and software solutions, poses a risk to market share[163](index=163&type=chunk) - Government incentives for EVs and charging infrastructure are crucial, but the 'One Big Beautiful Bill Act' ended certain tax credits, potentially reducing demand[166](index=166&type=chunk)[167](index=167&type=chunk) [Results of Operations and Its Components](index=37&type=section&id=Results%20of%20Operations%20and%20Its%20Components) This section analyzes ChargePoint's revenue, cost of revenue, gross profit, and operating expenses for the reported periods Revenue by Category (in thousands) | Revenue Category | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | YoY Change | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | YoY Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | | Networked Charging Systems | $50,421 | $64,146 | -21.4% | $102,480 | $129,520 | -20.9% | | Subscriptions | $39,896 | $36,191 | 10.2% | $77,916 | $69,636 | 11.9% | | Other | $8,273 | $8,202 | 0.9% | $15,834 | $16,426 | -3.6% | | Total Revenue | $98,590 | $108,539 | -9.2% | $196,230 | $215,582 | -9.0% | - Networked Charging Systems revenue decreased by over **20%** for both the three and six-month periods due to lower volume[173](index=173&type=chunk) - Subscriptions revenue increased by over **10%** for both periods, driven by growth in ChargePoint Platform and Assure subscriptions[174](index=174&type=chunk) Cost of Revenue and Gross Profit (in thousands) | Expense Category | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | YoY Change | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | YoY Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | | Cost of Networked Charging Systems Revenue | $46,492 | $59,234 | -21.5% | $95,130 | $120,300 | -20.9% | | Cost of Subscriptions Revenue | $15,534 | $18,558 | -16.3% | $30,900 | $36,300 | -14.9% | | Cost of Other Revenue | $5,836 | $5,162 | 13.1% | $11,486 | $9,787 | 17.4% | | Gross Profit | $30,728 | $25,585 | 20.1% | $58,714 | $49,195 | 19.3% | | Gross Margin | 31.2% | 23.6% | 7.6 pp | 29.9% | 22.8% | 7.1 pp | - Gross profit and gross margin increased significantly, primarily due to higher subscription revenue as a percentage of total revenue and improved subscription margins[185](index=185&type=chunk) Operating Expenses (in thousands) | Operating Expense | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | YoY Change | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | YoY Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | :-------------------------------------------- | :-------------------------------------------- | :--------- | | Research and development | $36,479 | $36,510 | -0.1% | $69,989 | $72,562 | -3.5% | | Sales and marketing | $25,033 | $36,699 | -31.8% | $51,225 | $71,698 | -28.6% | | General and administrative | $28,193 | $15,122 | 86.4% | $50,317 | $34,819 | 44.5% | - Sales and marketing expenses decreased substantially (**31.8%** for 3 months, **28.6%** for 6 months) due to personnel reductions, lower stock-based compensation, and reduced bad debt and marketing expenses[191](index=191&type=chunk)[192](index=192&type=chunk) - General and administrative expenses increased significantly (**86.4%** for 3 months, **44.5%** for 6 months) due to non-recurring operating expenses and higher stock-based compensation[195](index=195&type=chunk)[196](index=196&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) This section examines ChargePoint's ability to meet financial obligations, including cash position, debt, and future capital raising plans - ChargePoint's primary liquidity sources are cash and cash equivalents, sales to customers, and debt financing[206](index=206&type=chunk) - As of July 31, 2025, cash and cash equivalents and restricted cash totaled **$194.5 million**, down from **$225.0 million** on January 31, 2025[208](index=208&type=chunk) - The Company believes its current cash and sales will satisfy working capital and capital requirements for at least the next twelve months[208](index=208&type=chunk) - The 2028 Convertible Notes have a principal amount of **$300.0 million** (amended in Oct 2023) and the 2027 Revolving Credit Facility provides up to **$150.0 million**, with no outstanding borrowings as of July 31, 2025[209](index=209&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk) - A new 2025 ATM Facility for up to **$150.0 million** and a new **$400.0 million** S-3 Shelf Registration Statement are planned to raise additional capital[215](index=215&type=chunk) [Critical Accounting Policies and Estimates](index=47&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights ChargePoint's significant accounting policies and estimates that require management's judgment - There have been no material changes to critical accounting policies and estimates compared to those disclosed in the Annual Report on Form 10-K for the year ended January 31, 2025[230](index=230&type=chunk) [Recent Accounting Pronouncements](index=47&type=section&id=Recent%20Accounting%20Pronouncements) This section discusses recently issued accounting standards updates and their potential impact on ChargePoint's financial statements - The Company is assessing the impact of recently issued ASUs, including ASU No. 2023-09 (Income Tax Disclosures), ASU No. 2024-03 (Disaggregation of Income Statement Expenses), ASU 2024-04 (Induced Conversions of Convertible Debt Instruments), and ASU 2025-05 (Measurement of Credit Losses for Accounts Receivable and Contract Assets)[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk)[231](index=231&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses ChargePoint's exposure to interest rate and foreign currency risks and its strategies for managing them - ChargePoint is exposed to interest rate risk on its cash and cash equivalents, which are primarily invested in money market funds, with a focus on capital preservation and liquidity[232](index=232&type=chunk) - The Company faces foreign currency risk from revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro, British Pound, Canadian Dollar, and Indian Rupee[233](index=233&type=chunk)[374](index=374&type=chunk) - ChargePoint does not currently use financial instruments to hedge foreign currency exchange risk but may consider doing so if international operations become more significant[235](index=235&type=chunk)[374](index=374&type=chunk) [Item 4. Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of ChargePoint's disclosure controls and reports no material changes in internal control over financial reporting - ChargePoint's disclosure controls and procedures were evaluated and deemed effective at the reasonable assurance level as of July 31, 2025[237](index=237&type=chunk) - There have been no changes in internal control over financial reporting during the quarter ended July 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[238](index=238&type=chunk) Part II - Other Information This section provides additional information, including legal proceedings, risk factors, and other required disclosures [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 7 for details on legal proceedings, including class action and derivative lawsuits, and the Company's defense stance - The Company is involved in class action lawsuits alleging violations of federal securities laws and premature revenue recognition[121](index=121&type=chunk)[241](index=241&type=chunk) - Derivative actions have also been filed against the Board and former officers, alleging breach of fiduciary duties[122](index=122&type=chunk)[241](index=241&type=chunk) - ChargePoint intends to vigorously defend these lawsuits and is currently unable to predict the outcome or estimate the potential loss[124](index=124&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) This section details various risks that could adversely affect ChargePoint's business, financial condition, and operating results [Summary of Principal Risks Associated with ChargePoint's Business](index=49&type=section&id=Summary%20of%20Principal%20Risks%20Associated%20with%20ChargePoint's%20Business) This summary highlights ChargePoint's key business risks, including its early-stage market, history of losses, and growth management challenges - ChargePoint operates in an early-stage EV market, has a history of losses and negative cash flows, and expects significant expenses and continuing losses[244](index=244&type=chunk) - Success is highly dependent on continued EV adoption and the ability to manage growth effectively amidst intense competition and supply chain disruptions[244](index=244&type=chunk) - Risks include inability to anticipate market demand, reliance on third-party channel partners, adverse economic conditions, and potential cyber-attacks or security incidents[244](index=244&type=chunk) [Risks Related to ChargePoint's Business](index=52&type=section&id=Risks%20Related%20to%20ChargePoint's%20Business) This section details risks specific to ChargePoint's operations, such as ongoing losses, competition, supply chain reliance, and international expansion - ChargePoint has a history of net losses and negative cash flows, with an accumulated deficit of **$2,014.7 million** as of July 31, 2025, and expects this to continue[247](index=247&type=chunk) - Failure to effectively manage growth in the rapidly evolving EV mobility industry, including improving operational and financial controls, could adversely affect business performance[248](index=248&type=chunk)[249](index=249&type=chunk) - The Company faces intense competition from various players in the EV charging market, including manufacturers of non-networked systems, software providers, and auto OEMs, which could lead to market share decrease[254](index=254&type=chunk)[257](index=257&type=chunk) - Reliance on a limited number of suppliers and contract manufacturers for charging stations increases risks of supply interruptions, increased costs, and delays[273](index=273&type=chunk)[274](index=274&type=chunk) - International expansion, particularly in Europe, exposes ChargePoint to additional tax, compliance, market, and operational risks[285](index=285&type=chunk) [Risks Related to the EV Market](index=66&type=section&id=Risks%20Related%20to%20the%20EV%20Market) This section outlines risks from the evolving EV market, including dependence on EV adoption, government incentives, and technological changes - ChargePoint's future growth is highly dependent on the continuing adoption of EVs, which is a rapidly evolving and volatile market influenced by consumer perceptions, competition, and macroeconomic factors[309](index=309&type=chunk) - The reduction or elimination of government rebates, tax credits, and other financial incentives for EVs and charging stations could significantly reduce demand and adversely impact financial results[313](index=313&type=chunk)[315](index=315&type=chunk) - Rapid technological changes in EV and battery technologies, along with evolving industry standards (e.g., NACS), require continuous product development and innovation, which could incur substantial costs and risk market acceptance delays[318](index=318&type=chunk)[319](index=319&type=chunk)[334](index=334&type=chunk) [Risks Related to ChargePoint's Technology, Intellectual Property and Infrastructure](index=68&type=section&id=Risks%20Related%20to%20ChargePoint's%20Technology%2C%20Intellectual%20Property%20and%20Infrastructure) This section addresses risks concerning ChargePoint's technology, including IP protection, product defects, open-source software, and cybersecurity - Failure to adequately protect its core technology and intellectual property through patents, trade secrets, and contractual agreements could result in competitors copying products and a decrease in revenue[322](index=322&type=chunk) - ChargePoint may need to defend against intellectual property infringement claims, which can be time-consuming and expensive, potentially leading to substantial damages or redesigns[328](index=328&type=chunk)[330](index=330&type=chunk) - Undetected defects, errors, or bugs in hardware or software could damage reputation, reduce market adoption, and expose the Company to product liability claims[335](index=335&type=chunk)[337](index=337&type=chunk) - Reliance on open-source software may pose risks, including potential requirements to disclose proprietary source code or face litigation[340](index=340&type=chunk)[341](index=341&type=chunk)[342](index=342&type=chunk) - Cyber-attacks, service disruptions, or security incidents affecting ChargePoint's IT systems or third-party data centers could lead to data breaches, service interruptions, and reputational damage[292](index=292&type=chunk)[293](index=293&type=chunk)[296](index=296&type=chunk)[347](index=347&type=chunk) [Customer-Related Risks](index=73&type=section&id=Customer-Related%20Risks) This section covers risks associated with ChargePoint's customer base, such as data privacy, support quality, and subscription renewal rates - Inability to leverage customer data in all geographic locations, particularly due to data privacy regulations like GDPR, could negatively impact research and development efforts[349](index=349&type=chunk) - Failure to maintain high-quality customer support, including for its Assure warranty program and international operations, could adversely affect reputation, business, and financial results[350](index=350&type=chunk)[351](index=351&type=chunk) - ChargePoint's business depends on customers renewing their subscription services; a decline in renewals or failure to add more stations would adversely affect operating results[354](index=354&type=chunk)[355](index=355&type=chunk) [Financial, Tax and Accounting-Related Risks](index=74&type=section&id=Financial%2C%20Tax%20and%20Accounting-Related%20Risks) This section details financial risks, including internal control weaknesses, quarterly fluctuations, tax law changes, and foreign currency volatility - ChargePoint previously identified and remediated material weaknesses in internal control over financial reporting, but future weaknesses could lead to material misstatements or failure to meet reporting obligations[357](index=357&type=chunk)[358](index=358&type=chunk)[359](index=359&type=chunk) - Financial condition and operating results are likely to fluctuate quarterly due to factors like sales timing, service costs, new product introductions, and economic conditions[360](index=360&type=chunk)[362](index=362&type=chunk) - Changes to U.S. tax laws (e.g., Tax Cuts and Jobs Act of 2017) or exposure to additional income tax liabilities, especially with international expansion, could adversely affect profitability[363](index=363&type=chunk)[364](index=364&type=chunk)[366](index=366&type=chunk) - The ability to utilize net operating loss and tax credit carryforwards is conditioned on attaining profitability and generating taxable income, and may be limited by ownership changes under Section 382 and 383 of the Code[369](index=369&type=chunk)[370](index=370&type=chunk)[371](index=371&type=chunk) - Foreign currency exchange rate fluctuations, particularly with the British Pound, Euro, Canadian Dollar, and Indian Rupee, could materially and adversely affect results of operations[373](index=373&type=chunk)[374](index=374&type=chunk) [Risks Related to Legal Matters and Regulations](index=78&type=section&id=Risks%20Related%20to%20Legal%20Matters%20and%20Regulations) This section outlines legal and regulatory risks, encompassing litigation, data protection laws, ESG compliance, and environmental health and safety - ChargePoint is subject to various types of litigation, including product liability, consumer protection, and intellectual property claims, which may exceed insurance coverage and harm its reputation[376](index=376&type=chunk) - Privacy concerns and evolving data protection laws (e.g., GDPR, CCPA) could limit service adoption, lead to regulatory investigations, and incur significant fines or liabilities[377](index=377&type=chunk)[378](index=378&type=chunk)[380](index=380&type=chunk) - Increasing sustainability and ESG regulations (e.g., California's Climate Corporate Data Accountability Act, EU's Corporate Sustainability Reporting Directive) will incur significant compliance costs and could damage brand reputation if not met[382](index=382&type=chunk)[383](index=383&type=chunk)[384](index=384&type=chunk) - Compliance with anti-corruption (FCPA, Anti-Bribery Act) and export control laws is critical; violations could lead to substantial fines, penalties, and reputational harm[385](index=385&type=chunk)[386](index=386&type=chunk) - Existing and future environmental health and safety laws could increase compliance and operating costs, with failure to comply potentially resulting in substantial fines[387](index=387&type=chunk)[388](index=388&type=chunk) [Risks Related to Ownership of ChargePoint's Securities](index=81&type=section&id=Risks%20Related%20to%20Ownership%20of%20ChargePoint's%20Securities) This section addresses risks for investors, including potential stock dilution, debt covenants, lack of dividends, stock price volatility, and reverse stock split impact - Future sales of Common Stock, including through the 2025 ATM Facility or conversions of the 2028 Convertible Notes, could dilute existing stockholders' ownership and reduce stock price[390](index=390&type=chunk)[391](index=391&type=chunk)[392](index=392&type=chunk) - The 2027 Revolving Credit Facility imposes restrictive covenants that may limit business flexibility and access to capital, with potential for acceleration of debt upon default[393](index=393&type=chunk)[394](index=394&type=chunk) - ChargePoint has never paid cash dividends and does not anticipate doing so in the foreseeable future, making capital appreciation the sole source of gain for stockholders[399](index=399&type=chunk) - The price of ChargePoint's Common Stock is subject to wide fluctuations due to operating results, market conditions, and other factors, potentially leading to substantial losses for purchasers[401](index=401&type=chunk) - The recent **1-for-20 reverse stock split**, while addressing NYSE listing requirements, could adversely affect market price and liquidity, and potentially have an antitakeover effect[414](index=414&type=chunk)[415](index=415&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=89&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section states no unregistered sales of equity securities or issuer purchases occurred during the reporting period - No unregistered sales of equity securities occurred during the period[424](index=424&type=chunk) - No issuer purchases of equity securities occurred during the period[425](index=425&type=chunk) [Item 3. Defaults Upon Senior Securities](index=89&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section indicates that there were no defaults upon senior securities during the reporting period - Not applicable, indicating no defaults upon senior securities[426](index=426&type=chunk) [Item 4. Mine Safety Disclosures](index=89&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to ChargePoint's operations - Not applicable, indicating no mine safety disclosures[427](index=427&type=chunk) [Item 5. Other Information](index=89&type=section&id=Item%205.%20Other%20Information) This section reports on securities trading plans for executive officers and directors, noting no new adoptions, modifications, or terminations - None of ChargePoint's directors or executive officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended July 31, 2025[428](index=428&type=chunk) [Item 6. Exhibits](index=90&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including certifications, XBRL documents, and corporate governance documents - Exhibits include certifications from the CEO and CFO (31.1+, 31.2+, 32.1**, 32.2**), the Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (3.1), and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104.0)[431](index=431&type=chunk)

Exhibit 99.1 FOR IMMEDIATE RELEASE Casey's General Stores, Inc. One SE Convenience Blvd Ankeny, IA 50021 Casey's Announces First Quarter Results Ankeny, IA, September 8, 2025 - Casey's General Stores, Inc. ("Casey's" or the "Company") (Nasdaq: CASY) one of the leading convenience store chains in the United States, today announced financial results for the three months ended July 31, 2025. Earnings | | | | Three Months Ended July 31, | | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | Net income (in ...

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 July 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34700 CASEY'S GENERAL STORES, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Iowa 42-0935283 (I.R.S. Employer Id ...