Rimini Street, Inc. (RMNI)

CIK: 0001635282. SIC: 7389 Services-Business Services, NEC. Latest 10-K as of: 2026-02-19.

SIC breadcrumb: Services > Business Services > SIC 7389 Services-Business Services, NEC

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1635282. Latest filing source: 0001635282-26-000014.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-19. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001635282.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001635282.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001635282-26-000042.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-04-30. Report date: 2026-03-31.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) includes forward-looking statements. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “anticipate,” assume,” “believe,” budget,” “continue,” “could,” “currently,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “goal,” “potential,” “predict,” “project,” “reflect,” “results,” “seem,” “seek,” “should,” “will,” “would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, but are not limited to, information concerning:

•our ability to attract new clients or retain and/or sell additional products or services to existing clients;

•our ability to achieve and maintain an adequate rate of revenue growth;

•cost of revenue, including changes in costs associated with our efforts to grow and the results of any efforts to manage costs to align with current revenue expectations and the expansion of our offerings;

•the effects of increased intense competition in our industry and our ability to compete effectively;

•our ability to successfully educate the market regarding the advantages of our support and managed services for enterprise resource planning (ERP) software and to sell the products and services comprising our “Rimini Smart Path™” solutions portfolio, including but not limited to our Agentic AI ERP solutions;

•our intentions with respect to our pricing model and expectations of client savings relative to use of other providers;

•the evolution of the ERP software management and support landscape facing our clients and prospects;

•estimates of our total addressable market;

•the effects of seasonal trends on our results of operations, including the contract renewal cycles for vendor-supplied software support and managed services;

•the effects of the efforts of enterprise software vendors to sell upgrades or migrations to cloud-based versions of their enterprise software on our results of operations;

•our ability to scale our operations quickly enough to meet our clients’ changing needs or decrease our costs adequately in response to changing client demand;

•risks arising from incorporating artificial intelligence (“AI”) technologies into our products or services or any deficiencies associated with AI technologies used by us or by our third-party vendors and service providers;

•our ability to maintain, protect, and enhance our brand;

•the loss of one or more members of our management team and our ability to attract and retain additional qualified technical, sales and marketing personnel;

•our ability to expand our marketing and sales capabilities;

•our ability to avoid interruptions to, or degraded performance of, our services and the impact of interruptions or performance problems on our operations;

•our ability to defend against cybersecurity threats, protect the confidential information of our employees and clients and comply with data protection and privacy regulations;

•our expectations regarding new product offerings, innovation solutions, partnerships and alliance programs and our ability to develop and maintain strategic partnerships;

•our ability to expand internationally and the risks associated with global operations;

•the continuing impact of the July 2025 Settlement Agreement, among us, our President, Chief Executive Officer and Chairman of the Board, Mr. Seth Ravin, and certain affiliates of Oracle Corporation relating to the Rimini II litigation and our Wind Down of support services for Oracle PeopleSoft software products;

•our successful completion of the Wind Down by July 31, 2028 to comply with the Settlement Agreement and our expectations as to future period revenue loss and costs incurred related to the Wind Down;

•the impact of macro-economic trends, including inflation and changes in foreign exchange rates, as well as general financial, economic, regulatory and political conditions affecting the industry in which we operate and the industries in which our clients operate;

•our ability to generate significant capital through our operations or to raise additional capital necessary to fund and expand our operations and invest in new services and products;

•our business plan and our ability to effectively secure and manage our growth and associated investments;

•risks relating to retention rates, including our ability to accurately forecast retention rates;

•our ability to protect our intellectual property;

•our ability to maintain an effective system of internal control over financial reporting;

•changes in laws or regulations, including tax laws or unfavorable outcomes of tax positions we take;

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•tariff costs, including those imposed by the United States government and the potential for retaliatory trade measures by affected countries;

•our ability to realize benefits from our net operating losses;

•any negative impact of environmental, social and governance (“ESG”) matters on our reputation or business and the exposure of our business to additional costs or risks from our reporting on such matters;

•the impact of the debt service obligations and financial and operational covenants under our amended and restated credit agreement dated as of April 30, 2024, as amended (our “Credit Facility”) on our business and related interest rate risk;

•our need and ability to raise equity or debt financing on favorable terms; our ability to generate cash flows from operations to help fund increased investment in our growth initiatives and the sufficiency of our cash and cash equivalents to meet our liquidity requirements;

•the volatility of our stock price;

•the amount and timing of repurchases, if any, under our stock repurchase program and our ability to enhance stockholder value through such program or any other actions to provide value to stockholders;

•our ability to maintain our good standing with the United States government and international governments and capture new contracts with governmental entities/agencies;

•the occurrence of catastrophic events, including terrorism and geopolitical actions that may disrupt our business or that of our current and prospective clients;

•future acquisitions of, or investments in, complementary companies, products, subscriptions or technologies;

•the expected impact of reductions in our workforce during the last and current fiscal year; and

•other risks and uncertainties, including those discussed under “Risk Factors” in Part I, Item 1A of this Report.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those referred to under “Risk Factors” in Part I, Item 1A of this Report. Moreover, we operate in very competitive and rapidly changing markets in which new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable when made, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements in this Report are made as of the date of the filing, and except as required by law, we disclaim and do not undertake any obligation to update or revise publicly any forward-looking statements in this Report. You should read this Report and the documents that we reference in this Report and have filed with the United States Securities and Exchange Commission (the “SEC”) as exhibits with the understanding that our actual future results, levels of activity and performance, as well as other events and circumstances, may be materially different from what we expect.

Overview

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and the related notes to those statements included in Part I, Item 1 of this Report, and our Audited Consolidated Financial Statements for the year ended December 31, 2025, included in Part II, Item 8 of our 2025 Form 10-K.

Certain figures, such as interest rates and other percentages included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated based on such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our Unaudited Condensed Consolidated Financial Statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

Rimini Street, Inc. was formed in the State of Nevada in 2005 and, through a merger in 2017 with a public company, became Rimini Street, Inc., a Delaware corporation, trading on the Nasdaq Global Market under the ticker symbol “RMNI.”

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Rimini Street, Inc. and its subsidiaries (referred to as “Rimini Street”, the “Company”, “we” and “us”) are global providers of end-to-end third-party enterprise software support, managed services and Agentic AI ERP innovation solutions.

Our mission is to enable our clients to better control their IT roadmap by offering a comprehensive portfolio of unified software support services and related ERP solutions – designed to be funded within existing budgets – to accelerate the vision of Transformation without Disruption,™ empowering clients to put technology to work to produce more efficient business outcomes to provide a competitive advantage and facilitate growth.

We founded Rimini Street to disrupt and redefine the enterprise software support market by developing and delivering new solutions that filled an unmet need in the enterprise software market: an alternative to software vendor support. We became and remain the leading independent software support provider for enterprise software based on both the number of active clients supported and recognition by industry analyst firms.

As our reputation for technical capability, value, ingenuity, responsiveness and reliability has grown over the past twenty years, clients and prospects have asked us to expand the scope of our support, product and service offerings to meet other current and evolving needs and opportunities relate

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Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-02-19. Report date: 2025-12-31.

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Rimini Street, Inc. was formed in the State of Nevada in 2005 and, through a merger in 2017 with a public company, became Rimini Street, Inc., a Delaware corporation (referred to as the “Company”, “we” and “us”), trading on the Nasdaq Global Market under the ticker symbol “RMNI”. References to “management” or “management team” refer to the officers of the Company.

A discussion regarding our financial condition and results of operations for fiscal 2025 compared to fiscal 2024 is presented below. A discussion regarding our financial condition and results of operations for fiscal 2024 compared to fiscal 2023 that are not in this Report can be found under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 27, 2025, which discussion is hereby incorporated by reference and is available on the SEC’s website at sec.gov.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and the related notes to those statements included in Item 8 of this Report. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” in Item 1A and elsewhere in this Report. See also “Cautionary Note Regarding Forward-Looking Statements” contained in this Report.

Certain figures, such as interest rates and other percentages included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our Consolidated Financial Statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

Overview

Rimini Street, Inc. and its subsidiaries are collectively global providers of end-to-end third-party enterprise software support, managed services and Agentic AI ERP innovation solutions.

Our mission is to enable our clients to better control their IT roadmap by offering a comprehensive portfolio of unified software support services and related ERP solutions – designed to be funded within existing budgets – to accelerate the vision of Transformation without Disruption,™ empowering clients to put technology to work to produce more efficient business outcomes to provide a competitive advantage and facilitate growth.

We founded Rimini Street to disrupt and redefine the enterprise software support market by developing and delivering new solutions that filled an unmet need in the enterprise software market: an alternative to software vendor support. We became and remain the leading independent software support provider for enterprise software based on both the number of active clients supported and recognition by industry analyst firms.

As our reputation for technical capability, value, ingenuity, responsiveness and reliability has grown over the past twenty years, clients and prospects have asked us to expand the scope of our support, product and service offerings to meet other current and evolving needs and opportunities related to their enterprise software. As a result, we began expanding our solutions portfolio (our “Solutions Portfolio”) to provide a wider array of support for enterprise software – including an expanded list of supported software through our Rimini Custom program; managed services for Workday, Dayforce and ServiceNow; and new solutions for security, interoperability, observability and consulting.

We believe that our current and prospective clients often seek to reduce the number of IT vendors to allow more manageable governance, with a desire to select vendors who can provide a wider scope of IT services and become true trusted partners.

We also understand that clients and client prospects increasingly face shrinking IT budgets, driving a further need to obtain efficiencies and savings across their entire enterprise software landscape while meeting expectations of continued new innovation to remain competitive in their respective industries – doing more with less.

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To address these evolving needs and to service what we believe is a significantly expanded addressable market opportunity, we have developed a proprietary operating model for enterprise software, the Rimini Smart Path.

The Rimini Smart Path methodology applies a portfolio of solutions to transform how businesses support and optimize their software portfolio so they can innovate with new technologies, such as agentic artificial intelligence (AI). It has three steps: Support Optimize Innovate. We believe that by following the Rimini Smart Path, IT and business leaders can transform how they support and optimize their enterprise software portfolio to maximize return on their software investments, save on software support costs and improve operational performance. In our experience, these measures unlock the ability to innovate within existing IT budgets, including by investing in AI solutions such as Rimini Agentic UX, which was initially launched in December 2025 in partnership with ServiceNow® as an intelligent user experience layer powered by AI and deployed across existing enterprise software systems for process automation, AI-enabled productivity and enterprise visibility.

As of December 31, 2025, we employed over 1,980 professionals and supported over 3,100 active clients globally, including approximately 78 Fortune 500 companies and 20 Fortune Global 100 companies across a broad range of industries. We define an active client as a distinct entity, such as a company, an educational or government institution, or a business unit of a company that purchases our support, products or services. For example, we count as two separate active client instances in circumstances where we provide support for two different products to the same entity. We market and sell our services globally, primarily through our direct sales force, and have wholly-owned subsidiaries in Australia, Brazil, Canada, UAE (Dubai), France, Germany, Hong Kong, India, Indonesia (Foreign Trade Representative Office), Israel, Japan, Korea, Malaysia, Mexico, Netherlands, New Zealand, Poland, Singapore, Sweden, Taiwan, the United Kingdom and the United States. For a discussion on our competitors, refer to “Competition” (Part I, Item 1 of this Report).

We believe our subscription-based revenue provides a strong foundation for, and visibility into, future period results. We generated revenue of $421.5 million and $428.8 million for the years ended December 31, 2025 and 2024, respectively, representing a year-over-year decrease of 2%. We have a history of losses, and as of December 31, 2025, we had an accumulated deficit of $201.4 million. We recorded net income of $37.1 million and a net loss of $36.3 million for the years ended December 31, 2025 and 2024, respectively. We generated approximately 46% of our revenue in the United States and approximately 54% of our revenue from our international business for the year ended December 31, 2025.

Since our inception, we have financed our operations through cash collected from clients and net proceeds from equity financings and borrowings.

We intend to continue investing for long-term revenue growth and profitability. We have invested and expect to continue investing in expanding our ability to market, sell and provide our current and future products and services to clients globally. We also expect to continue investing in the development and improvement of new and existing enterprise software support, products, and services to address current and evolving client needs.

Our Business Model

Enterprise software support, products and services is one of the largest categories of overall global IT spending. We believe that for mission-critical ERP, CRM and related enterprise software, the costs associated with failure, downtime, security exposure and maintaining the tax, legal and regulatory compliance of these core software systems have also increased. We also believe organizations are increasingly creating more complex IT environments that are a mixture of multiple technologies, business models and vendors, including traditional license and subscription license software solutions, deployed across the client’s system and cloud computing providers (hybrid IT environments), and consisting of proprietary and non-proprietary open-source software, all from a multitude of different technology vendors. As a result, we believe that licensees often view software support as a mandatory cost of doing business.

The majority of our revenue through December 31, 2025, was generated from our support solutions.

In a traditional licensing model, the customer typically procures a perpetual software license and pays for the license in a single upfront fee (“perpetual license”), and base software support services can be optionally procured from the software vendor for an annual fee that is typically 20–23% of the total cost of the software license. In a newer subscription-based licensing model, such as software as a service (“SaaS”), the customer generally pays for the usage of the software on a monthly or annual basis (“subscription license”). Under a subscription license, the product license and a base level of software support are generally bundled together as a single purchase, and the base level of software support is not procured separately nor is it an optional purchase.

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When we provide our support solutions for a traditional software license, we generally offer our clients service for a fee that we believe is equal to approximately 50% of the annual fees charged by the software vendor for their base support. When providing supplemental software support for a perpetual license, where the client procures our support service in addition to retaining the software vendor’s base support, we generally offer our clients service for a fee that we believe is equal to approximately 25% of the annual fees charged by the software vendor for their base support. We also offer a special support service, Rimini Street Extra Secure Support, available to clients that require a more rigorous level of security background checks and/or government security clearance for engineers accessing a client’s system than our standard employment security background check and requirements. Clients may be asked to pay an additional fee for Rimini Street Extra Secure Support.

We offer a breadth of enterprise software support, products and services through our Solutions Portfolio that are designed to meet specific client needs and to provide what we believe is exceptional value and return for the fees charged. For more details about our Solutions Portfolio, please see Item 1 “Business” included in Part I of this Report. For information regarding our invoicing practices for non-subscription-based services, see Note 2 (Revenue Recognition - Other Services) to the Consolidated Financial Statements included in Part II, Item 8 of this Report.

Key Business Metrics

Number of clients

Since the founding of our Company, we have made the expansion of our client base a priority. We believe that our ability to expand our client base is an indicator of the growth of our business, the success of our sales and marketing activities, and the value that our services bring to our clients. We define an active client as a distinct entity, such as a company, an educational or government institution, or a business unit of a company that purchases our services to support a specific product. For example, we count as two separate active clients when support for two different products is being provided to the same entity. As of December 31, 2025 and 2024, we had approximately 3,100 and 3,080 active clients, respectively.

We define a unique client as a distinct entity, such as a company, an educational or government institution or a subsidiary, division or business unit of a company that purchases one or more of our support, products or services. We count as two separate unique clients when two separate subsidiaries, divisions or business units of an entity purchase our products or services. As of December 31, 2025 and 2024, we had over 1,560 and 1,570 and unique clients, respectively.

The increase in our active client counts is attributable to a combination of new unique client wins as well as to cross-sales of new support, products and services to existing clients. While we saw strong unique client wins throughout the year, we did lose some clients with a single product line, which resulted in a decline in our ending unique client count. As noted previously, we intend to focus future growth on both new and existing clients who more broadly adopt our enterprise software products and services.

Annualized subscription revenue

We recognize subscription revenue on a daily basis. We define annualized subscription revenue as the amount of subscription revenue recognized during a quarter and multiplied by four. This gives us an indication of the revenue that can be earned in the following 12-month period from our existing client base assuming no cancellations or price changes occur during that period.

Our annualized subscription revenue was approximately $411 million and $415 million as of December 31, 2025 and 2024, respectively. Our annualized subscription revenue calculated as of December 31, 2025 and 2024, respectively, excluded one-time subscription revenue recognized due to client terminations, as noted under the heading “Results of Operations,” below. Excluding subscription revenue from support for Oracle PeopleSoft products, our annualized subscription revenue was $396 million and $384 million as of December 31, 2025 and 2024, respectively.

Subscription revenue, which excludes any non-recurring revenue, was $400 million and $413 million for the years ended December 31, 2025 and 2024, respectively. Excluding subscription revenue from support for Oracle PeopleSoft products, our subscription revenue was $380 million and $382 million as of December 31, 2025 and 2024, respectively.

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Revenue retention rate

A key part of our business model is the recurring nature of our revenue. As a result, it is important that we retain clients after the completion of the non-cancelable portion of the support period. We believe that our revenue retention rate provides insight into the quality of our products and services and the value that our products and services provide our clients.

We define revenue retention rate as the actual subscription revenue (dollar-based) recognized in a 12-month period from clients that existed on the day prior to the start of the 12-month period divided by our annualized subscription revenue as of the day prior to the start of the 12-month period. Our revenue retention rate was 88% and 88% for each of the years ended December 31, 2025 and 2024, respectively.

Gross margin

We derive revenue through the sale of our enterprise software products and services. All the costs incurred in providing these products and services are recognized as part of the cost of revenue. The cost of revenue includes all direct product line expenses, as well as the expenses incurred by our shared services organization which supports all product lines.

We define gross profit as the difference between revenue and the costs incurred in providing the software products and services. Gross margin is the ratio of gross profit divided by revenue. Our gross margin was approximately 60.4% and 60.9% for the years ended December 31, 2025 and 2024, respectively. Our gross profit margin declined for the year ended December 31, 2025 compared to the year ended December 31, 2024 due to a change in our revenue mix as evidenced by a decline in revenue attributable to services for Oracle PeopleSoft products and other subscription revenue, which was offset, in part, by an increase in professional services revenue.

Factors Affecting Our Operating Performance

Wind down of services for Oracle PeopleSoft products and Rimini II litigation settlement

In July 2024, we announced our plan to wind down services for Oracle PeopleSoft products and began the Wind Down project. The Wind Down includes our Rimini Support, Rimini Manage and Rimini Consult services for Oracle PeopleSoft products.

On July 7, 2025, we and our President, Chief Executive Officer and Chairman of the Board, Mr. Ravin, entered into a settlement agreement with affiliates of Oracle Corporation relating to the Rimini II litigation. Under the terms of this agreement, we are required to complete the Wind Down no later than by the end of the Wind Down Period (July 31, 2028). As we provide services for Oracle PeopleSoft products to clients globally, the Wind Down process is expected to take place over the Wind Down Period, but both the pace of revenue reduction and the final date that the Company will receive revenue from the discontinued services is unknown as of the date of this Report. We expect significant reductions in revenue related to services for Oracle PeopleSoft products over the course of the Wind Down Period. Please refer to Note 9 to our Consolidated Financial Statements, included in Part II, Item 8 of this Report, for additional information regarding our litigation with Oracle, including the Rimini II litigation.

Adoption of our enterprise software products and services

We believe the existing market for independent enterprise software support services is underserved. We are a global provider of enterprise software products and services, the leading third-party support provider for Oracle and SAP software products, and a Salesforce partner. We also believe the existing market for our other enterprise software products and services is underserved, and that we have unique products and services that can meet client needs in the marketplace. For example, we provide security, interoperability and compatibility products and services with the Rimini Protect and Rimini Connect solutions.

We also believe that our total addressable market for our enterprise software products and services is substantially larger than our current client base and the products and services we currently offer. As a result, we believe we have the opportunity to expand our global client base and to further increase adoption of our software products and services within and across existing clients. However, as the demand for independent (versus software vendor) enterprise software support services as well as our other software products and services is still emerging, it is difficult for us to predict the timing of when and if widespread acceptance will occur.

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Sales cycle

We sell our services to our clients primarily through our direct sales organization. Our sales cycle, depending on the product or service, typically ranges from six months to a year from when a prospective client is initially engaged.

The variability in our sales cycle for software support services is impacted by whether software vendors or other current software support providers are able to convince our potential clients to upgrade or migrate from their existing ERP software. For potential clients who choose not to upgrade or migrate, variability in our sales cycle can also result from potential clients choosing to renew their software support contract with the existing vendor or procure or renew supplemental support services from the existing vendor, respectively. Another driver of our sales cycle variability is any announcement by a software vendor of their discontinuation, reduction or limitation of support services for a particular software product or release for which we continue to offer a competing support service. In addition, our sales cycle variability for software support is impacted by vendor discounts provided by software vendors to retain existing clients or attract potential clients.

Global economic uncertainty

We have experienced some clients not renewing our services due to the adverse impact on their businesses from current global economic uncertainty, as well as by the economic disruption continuing to be caused by current military conflicts, and recent political and trade turmoil between the U.S. and other countries, amongst other geopolitical challenges. While we do not physically operate in some of these countries where conflict is occurring, we do have operations in Israel. These global events, together with inflationary pressures, have negatively impacted the global economy.

Uncertainty regarding changes continuing to be made in laws and regulations by the current U.S. administration, changing interest rates, along with uncertainty about U.S. trade policies, particularly when pertaining to treaties, tariffs and other limitations on international trade, are causing economic and geopolitical uncertainty. Despite these macroeconomic and geopolitical pressures, we expect to continue to be able to market, sell and provide our current and future products and services to clients in non-sanctioned countries globally. We also expect to continue investing in the development and improvement of new and existing products and services to address client needs. Further, although our operations are influenced by general economic conditions, we do not believe the impacts of the economic disruptions described above had a significant net impact on our revenue or results of operations during the year ended December 31, 2025.

The extent to which inflation, interest rate changes and continuing global economic and geopolitical uncertainty impact our business going forward, however, will depend on numerous evolving factors we cannot reliably predict and that are beyond our control, including continued governmental and business actions in response to increasing global economic and geopolitical uncertainty. As such, the effects of rising inflation, interest rate changes and other negative impacts on the global economy may not be fully reflected in our financial results until future periods. Refer to “Risk Factors” (Part II, Item 1A of this Report) for a discussion of these factors and other risks.

Key Components of Consolidated Statements of Operations

Revenue. We currently derive significant portion of our revenue from subscription-based contracts for software services. Revenue from these contracts is recognized ratably on a straight-line basis over the applicable service period.

Cost of revenue. Cost of revenue includes salaries, benefits and stock-based compensation expenses associated with our technical support and service delivery organizations, as well as allocated overhead and non-personnel expenses such as outside services, professional fees and travel-related expenses. Allocated overhead includes overhead costs for depreciation of equipment, facilities (consisting of leasehold improvements and rent) and technical operations (including costs for compensation of our personnel and costs associated with our infrastructure). We recognize expenses related to our technical support and service delivery organizations as they are incurred. All other costs include royalties paid for the use of products or services resold or licensed to clients, which were provided by other vendors.

Sales and marketing expenses. Sales and marketing expenses consist primarily of personnel costs for our sales, marketing and business development employees and executives, amortization expense associated with capitalized sales commissions, sales commissions that do not qualify for capitalization, travel-related expenses, outside services and allocated overhead.

General and administrative expenses. General and administrative expenses consist primarily of personnel costs for our administrative, legal, human resources, finance and accounting employees and executives. These expenses also include non-

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employee expenses, such as travel-related expenses, outside services, legal, auditing and other professional fees, and general corporate expenses, along with an allocation of our general overhead expenses.

Reorganization costs. These costs consist primarily of severance costs associated with reorganization activities that occurred in 2025 and 2024.

Litigation costs and related recoveries, net. Litigation costs and benefits consist of legal settlements and third-party professional fees to defend against litigation claims. Any settlements paid to or received from other parties are recorded as litigation settlement.

Interest expense. Interest expense is incurred under our 2024 Credit Facility (as defined below) and other debt obligations. The components of interest expense include the amount of interest payable in cash at the stated interest rate, interest that is payable in kind through additional borrowings, make-whole applicable premium, and accretion of debt discounts and issuance costs using the effective interest method. Interest expense also includes payments incurred or received as a result of the interest rate swap agreement.

Other income, net. Other income, net consists primarily of gains or losses on foreign currency transactions and interest income.

Income taxes. The provision for income taxes is based on the amount of our taxable income and enacted federal, state and foreign tax rates, as adjusted for allowable credits and deductions. Our provision for income taxes consists primarily of foreign taxes for the periods presented, as our taxable income for U.S. federal and state purposes is offset by net operating losses. In assessing the realizability of deferred tax assets, we considered whether it is more likely than not that some portion or all of the deferred tax assets would not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We considered the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

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Results of Operations

Comparison of Years ended December 31, 2025 and 2024

Our consolidated statements of operations for the years ended December 31, 2025 and 2024 are presented below (in thousands): 

Variance

2025

2024

Amount

Percent

Revenue

$

421,536 

$

428,753 

$

(7,217)

(1.7)%

Cost of revenue:

Employee compensation and benefits

100,306 

105,647 

(5,341)

(5.1)%

Engineering consulting costs

27,929 

26,225 

1,704 

6.5%

Administrative allocations (1)

18,046 

16,267 

1,779 

10.9%

All other costs

20,654 

19,592 

1,062 

5.4%

Total cost of revenue

166,935 

167,731 

(796)

(0.5)%

Gross profit

254,601 

261,022 

(6,421)

(2.5)%

Gross margin

60.4%

60.9%

Operating expenses:

Sales and marketing

151,569 

149,736 

1,833 

1.2%

General and administrative

69,997 

73,084 

(3,087)

(4.2)%

Reorganization costs

4,491 

5,737 

(1,246)

(21.7)%

Litigation costs and related recoveries, net

(31,365)

64,593 

(95,958)

(148.6)%

Total operating expenses

194,692 

293,150 

(98,458)

(33.6)%

Operating income (loss)

59,909 

(32,128)

92,037 

(286.5)%

Non-operating expenses:

Interest expense

(6,151)

(6,305)

154 

(2.4)%

Other income, net

1,873 

1,790 

83 

4.6%

Income before income taxes

55,631 

(36,643)

92,274 

(251.8)%

Income taxes

(18,533)

371 

(18,904)

(5,095.4)%

Net income (loss)

$

37,098 

$

(36,272)

$

73,370 

(202.3)%

_____________________

(1)Includes the portion of costs for information technology, security services and facilities costs that are allocated to cost of revenue. In our Consolidated Financial Statements, such costs are allocated between cost of revenue, sales and marketing, and general and administrative expenses based primarily on relative headcount, except for facilities which is based on occupancy.

Revenue. Revenue decreased from $428.8 million for the year ended December 31, 2024 to $421.5 million for the year ended December 31, 2025, a decrease of $7.2 million or 2%. The decline was due, in part, to a reduction of our Oracle PeopleSoft and other subscription clients of $12.9 million. The decline in our subscription revenue was offset, in part, by an increase of our professional services of $5.8 million. Included in our subscription revenue was $2.1 million and $5.4 million for the year ended December 31, 2025 and 2024, respectively, related to separate one-time revenue recognition for two different client terminations.

On a regional basis, United States revenue declined from $210.0 million for fiscal 2024 to $193.0 million for fiscal 2025, a decline of $17.0 million or 8%, while international revenue grew from $218.8 million for fiscal 2024 to $228.5 million for fiscal 2025, an increase of $9.7 million or 4%.

We are required by the terms of our 2025 Settlement Agreement with Oracle to complete our previously-announced Wind Down of support and services for Oracle PeopleSoft products no later than July 31, 2028. The percentage of revenue derived from support and services which we provide solely for Oracle PeopleSoft products was approximately 5% and 8% of our total revenue for the years ended December 31, 2025 and 2024, respectively.

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Cost of revenue. Total cost of revenue decreased from $167.7 million for the year ended December 31, 2024 to $166.9 million for the year ended December 31, 2025, a decline of $0.8 million or 0.5%. This decline was due to a decrease in our costs for employee compensation and benefits of $5.3 million, offset by an increase in administrative allocations of $1.8 million, an increase in outside engineering costs of $1.7 million and an increase of $1.1 million related to all other costs.

The $5.3 million decrease in cost of revenue attributable to employee compensation and benefits for the year ended December 31, 2025 was primarily due to a 6% reduction in the average number of employees in 2025 compared to 2024.

Gross Profit. Gross profit decreased from $261.0 million for the year ended December 31, 2024 to $254.6 million for the year ended December 31, 2025, a decline of $6.4 million or 2%. Gross margin for the year ended December 31, 2024 was 60.9% compared to 60.4% for the year ended December 31, 2025. Our revenue for the year ended December 31, 2025 declined by $7.2 million or 2% compared to the year ended December 31, 2024. Total cost of revenue for the year ended December 31, 2025 decreased by $0.8 million, or 0.5%, compared to the year ended December 31, 2024. Given that the decrease in the cost of revenue was 0.5% was less than our decline in revenue of 2%, we realized a decline of 50 basis points in our gross margin for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Sales and marketing expenses. As a percentage of our revenue, sales and marketing expenses have increased from 35% for the year ended December 31, 2024 to 36% for the year ended December 31, 2025. In dollar terms, sales and marketing expenses increased from $149.7 million for the year ended December 31, 2024 to $151.6 million for the year ended December 31, 2025, an increase of $1.8 million or 1%. This increase was primarily due to (i) a $2.7 million increase in employee compensation and benefits, (ii) a $2.4 million increase in administrative allocated costs and (iii) a $0.8 million increase of other costs. These costs increases were offset by (iv) a $3.6 million decrease in travel and entertainment costs, primarily related to a sales training event held in January 2024 not held in 2025 and (v) a $0.9 million net decline for advertising, marketing and promotional costs and trade shows.

The $2.7 million increase in employee compensation and benefits for the year ended December 31, 2025 was primarily due to increases in stock-based compensation expense of $1.8 million, bonus expense of $1.4 million, salaries and wages of $0.8 million, offset, in part, by a decline in commissions of $1.6 million and other benefits of $0.2 million.

We expect to incur higher sales and marketing expenses associated with supporting the growth of our business as we continue to bring to market our new solutions and partnerships.

General and administrative. General and administrative expenses decreased from $73.1 million for the year ended December 31, 2024 to $70.0 million for the year ended December 31, 2025, a decline of $3.1 million or 4.2%. The decrease was primarily due to (i) an increase of administrative allocations of $4.2 million, (ii) a reduction of outside professional fees of $1.7 million, (iii) a reduction in contract labor costs of $0.6 million and (iv) a reduction of recruiting costs of $0.3 million. These favorable variances were offset, in part, by (v) an increase in employee compensation and benefits of $1.2 million, (vi) an increase of rent costs of $0.6 million and an increase related to all other costs of $1.0 million, primarily related to bad debt expense.

The $1.2 million increase attributable to employee compensation and benefits for the year ended December 31, 2025 was primarily due to an increase in bonus expense of $2.0 million and other benefits of $0.4 million, offset by a decrease in salaries and wages of $0.6 million and stock-based compensation expense of $0.6 million.

Reorganization costs. We recognized reorganization costs of $5.7 million for the year ended December 31, 2024 compared to $4.5 million for the year ended December 31, 2025. These costs were primarily related to severance costs associated with our reorganization plans. We may incur additional reorganization costs during 2026 as we continue to optimize our cost structure in areas where opportunities exist to streamline our operations.

Litigation costs and related recoveries, net. For the years ended December 31, 2025 and 2024, litigation costs and related recoveries, net consist of the following (in thousands):

2025

2024

Change

Litigation settlement

$

(36,196)

$

58,512 

$

(94,708)

Professional fees and other costs of litigation

4,831 

6,081 

(1,250)

Litigation costs, net of related insurance recoveries

$

(31,365)

$

64,593 

$

(95,958)

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Litigation settlement changed from an expense of $58.5 million for the year ended December 31, 2024 to a litigation settlement benefit of $36.2 million for the year ended December 31, 2025. In September 2024, the District Court issued its order on Oracle’s motion for attorneys’ fees and taxable costs and awarded Oracle approximately $58.5 million in attorneys’ fees and costs, which we recorded during the year ended December 31, 2024. In July 2025, in accordance with the terms of the Settlement Agreement, we received from Oracle approximately $37.9 million of the $58.5 million in attorneys’ fees and costs and $0.2 million of interest that we previously paid to Oracle in late 2024. This loss recovery was recognized as litigation settlement income of $36.2 million and interest income of $1.7 million during the year ended December 31, 2025. While we expect to incur professional fees and other costs associated with the settled litigation in the future throughout the Wind Down Period, it is our expectation that those costs will continue to decrease from our historical spend.

Professional fees and other defense costs associated with litigation decreased from $6.1 million for the year ended December 31, 2024 to $4.8 million for the year ended December 31, 2025, a decrease of $1.3 million. This decrease was primarily due to the timing of when litigation costs relating to the Rimini II litigation were incurred. Please refer to Note 9 to our Consolidated Financial Statements, included in Part II, Item 8 of this Report, for additional information regarding our litigation with Oracle.

Interest expense. Interest expense decreased from $6.3 million for the year ended December 31, 2024 to $6.2 million for the year ended December 31, 2025, a decline of $0.2 million. Interest expense related to our term loan decreased $0.3 million due primarily to lowering interest rates as the effective interest rate was 8.8% for the year ended December 31, 2024 compared to an effective interest rate of 8.0% for the year ended December 31, 2025. In addition, interest incurred for finance leases and other items declined $0.2 million during the year ended December 31, 2025. These declines were offset, in part, by an increase of interest expense of $0.3 million related to our revolving line of credit as we borrowed funds for seven months during the year ended December 31, 2025 compared to three months during year ended December 31, 2024.

Other income, net. For the year ended December 31, 2024, we had other income, net of $1.8 million as compared to other income, net of $1.9 million for the year ended December 31, 2025, an increase of $0.1 million. For the year ended December 31, 2024, other income, net of $1.8 million was comprised of gains from cash equivalents and investments of $3.6 million which were offset, in part, by foreign exchange losses of $1.2 million and other costs of $0.6 million. For the year ended December 31, 2025, net other income of approximately $1.9 million was comprised of gains and interest income from cash equivalents of $4.8 million which were offset significantly by foreign exchange losses of approximately $2.5 million and other costs of $0.4 million.

Income taxes. Income taxes changed from tax benefit of $0.4 million for the year ended December 31, 2024 to a tax expense of $18.5 million for the year ended December 31, 2025, a change of $18.9 million or 5,095%. This was primarily due to an increase of income before taxes of $92.3 million in the current year period compared to the prior year period.

Liquidity and Capital Resources

Overview

As of December 31, 2025, our primary source of cash is collections from client billings. Other customary sources of cash have historically included proceeds from interest income earned on cash and cash equivalents and short-term investments, sales and maturities of short-term investments and proceeds from our 2024 Credit Facility. Our primary uses of cash are for general business expenses, capital expenditures and repayments of borrowings on our 2024 Credit Facility. Other customary uses of cash have included purchases of short-term investments and our stock repurchase program, from time to time.

As of December 31, 2025, we had a working capital deficit of $47.0 million and an accumulated deficit of $201.4 million. We recorded net income of $37.1 million for the year ended December 31, 2025 and a net loss of $36.3 million for the year ended December 31, 2024, respectively.

Credit Facility

On April 30, 2024, we refinanced our $90 million five-year term loan (the “Original Credit Facility”), which had an outstanding principal balance of $70.9 million, with our 2024 Credit Facility, a five-year senior secured credit facility consisting of a $75.0 million term loan and a $35.0 million revolving line of credit. As of December 31, 2025, we had outstanding term loan borrowings of $69.4 million. On February 4, 2026, we repaid $5.0 million on our term loan principal balance. As of December 31, 2025, there were no outstanding borrowings on the revolving line of credit under our 2024 Credit

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Facility. Therefore, we had net available borrowing capacity of $35.0 million under our revolving line of credit as of December 31, 2025.

We have a choice of interest rates under the 2024 Credit Facility between (a) SOFR and (b) Base Rate, in each case plus an applicable margin. The applicable margin remains the same as the Original Credit Facility and is based on our Consolidated Total Leverage Ratio (as defined in the 2024 Credit Facility) and whether we elect SOFR (ranging from 2.75% to 3.50%) or a Base Rate (ranging from 1.75% to 2.5%). Interest on the unused portion of the revolving credit line is at rates of between 25 to 40 basis points, depending on our Consolidated Total Leverage Ratio. Annual minimum principal payments over the five-year term for the 2024 Credit Facility are 5%, 5%, 7.5%, 7.5%, and 10%, respectively, with the remaining balance due at the end of the original term.

The 2024 Credit Facility contains certain financial covenants, including a minimum fixed charge coverage ratio greater than 1.25, a total leverage ratio less than 3.75, and a minimum liquidity balance of at least $20 million in U.S. cash. We believe that we are in compliance with these financials covenants for the year ended December 31, 2025.

Please refer to Note 5 to the Consolidated Financial Statements included in Part II, Item 8 of this Report for information regarding our 2024 Credit Facility.

A key component of our business model requires that substantially all clients prepay us annually for the services we will provide over the following year or longer. As a result, we typically collect cash from our clients in advance of when the related service costs are incurred, which resulted in deferred revenue of $268.7 million that is included in current liabilities as of December 31, 2025. Therefore, we believe that working capital deficit is not as meaningful in evaluating our liquidity since the costs of fulfilling our commitments to provide services to clients are currently limited to approximately 39.6% of the related deferred revenue based on our gross profit percentage of 60.4% for the year ended December 31, 2025.

Assuming that our operations are not significantly impacted by rising inflation, continued interest rate changes, other global economic or geopolitical uncertainties, or the litigation matters as disclosed in Note 9 to our Consolidated Financial Statements included in Part II, Item 8 of this Report, we believe that cash and cash equivalents of $120.0 million as of December 31, 2025, plus future cash flows from operating activities and our 2024 Credit Facility, will be sufficient to meet our anticipated cash needs including working capital requirements, planned capital expenditures and our contractual obligations for at least twelve months from the issuance date of our financial statements. Our future capital requirements depend on many factors, including client growth, number of employees, expansion of sales and marketing activities, and the introduction of new and enhanced services offerings. We may also enter into arrangements to acquire or invest in complementary businesses, services, technologies, or intellectual property rights in the future. We may choose to seek additional debt or equity financing to support these long-term capital requirements. In an economic downturn, we may also be unable to raise capital through debt or equity financings on terms acceptable to us or at all. Covenants in our 2024 Credit Facility could also have consequences on our operations, including restricting or delaying our ability to obtain additional financing, potentially limiting our ability to adjust to rapidly changing market conditions or respond to business opportunities. Additionally, in challenging and uncertain economic environments, we cannot predict when macroeconomic uncertainty may arise, whether or when such circumstances may improve or worsen or what impact such circumstances could have on our business and our liquidity requirements.

Cash Flows Summary

Presented below is a summary of our cash flow activities for the years ended December 31, 2025 and 2024 (in thousands):

2025

2024

Change

Net cash provided by (used in):

Operating activities

$

60,221 

$

(38,849)

$

99,070 

Investing activities

(4,571)

6,448 

(11,019)

Financing activities

(26,601)

14,016 

(40,617)

Effect of foreign currency on cash

2,829 

(8,245)

11,074 

Net change in cash, cash equivalents and restricted cash

$

31,878 

$

(26,630)

$

58,508 

Cash Flows from Operating Activities

Our primary source of operating cash is collections from client billings. A key component of our business model generally requires that customers prepay us annually for the services we will provide over the following year or longer. As a

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result, we collect cash in advance of the date when the vast majority of the related services are provided. Our primary uses of operating cash are for employee-related expenditures, outsourced labor, marketing activities, computer supplies, software and licenses, litigation and leased facilities.

For the years ended December 31, 2025 and 2024, cash flows provided by and used in operating activities amounted to $60.2 million and $38.8 million, respectively.

For the year ended December 31, 2025, cash flows provided by operating activities of $60.2 million consisted of net income of $37.1 million adjusted for non-cash expenses, net of $31.9 million, and unfavorable changes in operating assets and liabilities, net of $8.7 million. Included in the net income for the year ended December 31, 2025 was the receipt of $37.9 million of litigation settlement proceeds in July 2025. The unfavorable changes in operating assets and liabilities were driven by an increase in prepaid expenses due to the timing of payments for software licensing, trade show events and insurance, an increase in accounts receivable driven by stronger billings year over year, as well as an increase in deferred contract costs due to higher commission plan achievement as a result of the improved billings. These uses of cash were offset by an increase in deferred revenue driven by the increased billings year over year and an increase in accrued compensation and other accruals.

For the year ended December 31, 2024, cash flows utilized by operating activities of $38.8 million consisted of a net loss of $36.3 million adjusted for non-cash expenses, net of $8.6 million and unfavorable changes in operating assets and liabilities, net of $11.2 million. The primary reason for the net loss for the year ended December 31, 2024 was due to the District Court awarding Oracle $58.2 million for attorneys’ fees and $0.3 million in costs on September 23, 2024. In addition, we incurred interest expense of $0.2 million associated with the Oracle award during the three months ended December 31, 2024. We paid $58.5 million to Oracle in October 2024 and then later paid interest of $0.2 million in November 2024. These payments had a significant impact on our operating cash flows for the year ended December 31, 2024, resulting in us utilizing operating funds for the year ended December 31, 2024.

For further information regarding our legal matters, please see Note 9 to our Consolidated Financial Statements included in Part II, Item 8 of this Report for a discussion of developments in our litigation with Oracle.

Cash Flows from Investing Activities

For the year ended December 31, 2025, cash flows used in investing activities of $4.6 million were driven by capital expenditures for leasehold improvements, furniture, fixtures and equipment, and computer supplies as we continued to invest in our business infrastructure and geographic locations, primarily in Korea and Brazil.

For the year ended December 31, 2024, cash provided by investing activities of $6.4 million consisted of proceeds from sales and maturities of short-term investments offset by investment purchases and capital expenditures.

Cash Flows from Financing Activities

For the year ended December 31, 2025, cash used in financing activities of $26.6 million was attributable to principal payments related to our 2024 Credit Facility, payments to repurchase shares of Common Stock and finance lease payments offset, in part, by proceeds from stock options exercises.

For the year ended December 31, 2024, cash provided by financing activities of $14.0 million was attributable to receiving proceeds from our 2024 Credit Facility’s revolving line of credit and term loan offset by principal payments on our 2024 Credit Facility and finance lease payments.

Effect of Foreign Currency Translation and Foreign Subsidiaries

The effect of foreign currency translation was favorable for $2.8 million and unfavorable for $8.2 million for the years ended December 31, 2025 and 2024, respectively. For the year ended December 31, 2025, the favorable foreign currency impact was related to the local currencies in our foreign subsidiaries strengthening against the U.S. dollar during the year ended December 31, 2025. As of December 31, 2025, we had cash and cash equivalents of $56.8 million in our foreign subsidiaries.

Our foreign subsidiaries and branches are dependent on our U.S.-based parent company for continued funding. We currently do not intend to repatriate any amounts that have been invested overseas back to the U.S.-based parent. The imposition of the Transition Tax set forth in the U.S. Tax Cuts and Jobs Act of 2017 may reduce or eliminate U.S. federal deferred taxes on the unremitted earnings of our foreign subsidiaries. However, we may still be liable for withholding taxes,

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state taxes, or other income taxes that might be incurred upon the repatriation of foreign earnings. We have not made any provision for additional income taxes on undistributed earnings of our foreign subsidiaries.

Share Repurchase Program

In 2022, the Board of Directors authorized a share repurchase program, which was extended in 2025 to terminate on June 1, 2029, authorizing us to repurchase up to $50.0 million of our outstanding shares, subject to compliance with our 2024 Credit Facility. As of December 31, 2025, there is $36.7 million available for repurchase. For further information regarding our share repurchase program, please see Note 6 to our Consolidated Financial Statements included in Part II, Item 8 of this Report.

Contractual Obligations

The following table summarizes our contractual obligations on an undiscounted basis as of December 31, 2025 and the period in which each contractual obligation is due (in thousands):

Year Ending December 31:

2026

2027

2028

2029

2030

Thereafter

Total

Credit Facility:

Principal payments term loan

$

4,688 

$

5,625 

$

6,562 

$

52,500 

$

— 

$

— 

$

69,375 

Lease obligations:

Operating

6,608 

4,350 

4,041 

3,003 

2,209 

10,995 

31,206 

Purchase commitments

4,775 

1,486 

1,504 

1,518 

1,294 

2,627 

13,204 

Other contracts

247 

15 

— 

— 

— 

— 

262 

Total

$

16,318 

$

11,476 

$

12,107 

$

57,021 

$

3,503 

$

13,622 

$

114,047 

On February 4, 2026, the Company made a voluntary prepayment of $5.0 million on the term loan principal balance.

Off-Balance Sheet Arrangements

During the periods presented, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, which were established for the purpose of facilitating off-balance sheet arrangements.

Critical Accounting Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, as well as the reported revenue and expenses during the reporting periods. These items are monitored and analyzed for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from these estimates under different assumptions or conditions.

With respect to our significant accounting policies that are described in Note 2 to our Consolidated Financial Statements included in Item 8 of this Report, we believe that the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

Income Taxes and Valuation of Deferred Tax Assets

We account for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Significant judgment is required in determining income tax benefit or expense and in evaluating uncertainties under ASC 740. Deferred taxes are recorded for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are established when it is determined

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that it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company’s deferred tax assets are primarily the result of U.S. federal net operating loss carryforwards (“NOLs”) and tax credit carryforwards.

The realization of deferred tax assets is dependent upon our ability to generate sufficient future taxable income during the periods in which those temporary differences become deductible, prior to the expiration of the tax attributes. The evaluation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in our financial statements or tax returns and forecasting future profitability.

We assessed the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize existing deferred tax assets within the applicable expiration period. While we believe that we have utilized a reasonable method to determine our deferred tax assets and the related release of our valuation allowance, should factors and conditions differ materially from those used by us, the actual realization of deferred tax assets could differ materially from the reported amounts.

Loss Contingencies

We are subject to various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If some amount within a range of probable loss appears to be a better estimate than any other amount within the range, we accrue that amount. Alternatively, when no amount within a range of probable loss appears to be a better estimate than any other amount, we accrue the lowest amount in the range. If we determine that a loss is reasonably possible and the range of the loss is estimable, then we disclose the range of the possible loss if the upper end of the range is material. If we cannot estimate the range of loss, we will disclose the reason why it cannot estimate the range of loss, if there is a reasonable possibility that the amount of loss may be material. We regularly evaluate currently available information to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed.

Recent Accounting Pronouncements

Please see Note 2 to our Consolidated Financial Statements included in Part II, Item 8 of this Report for information related to new accounting pronouncements.