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OneSpan Reports Third Quarter 2026 Financial Results

businesswire.com

OneSpan Reports Third Quarter 2026 Financial Results BOSTON--( BUSINESS WIRE)--OneSpan Inc. (NASDAQ: OSPN) today reported financial results for the third quarter ended September 30, 2026.

“We delivered an excellent third quarter, highlighted by 16% subscription revenue growth and a 12% increase in operating income,” stated OneSpan CEO Victor Limongelli. “We have continued to improve our execution in both our Cybersecurity business and our Digital Agreements business; we are doing so while also investing to strengthen our competitive position and support longer-term growth.”

Third Quarter 2026 Financial Highlights

Recent Business Highlights

Financial Outlook

OneSpan is updating its previously issued financial guidance to reflect increases in its software and services revenue, ARR, and Adjusted EBITDA expectations. For the Full Year 2026, the Company expects:

Conference Call Details

In conjunction with this announcement, OneSpan Inc. will host a conference call today, October 29, 2026, at 4:30 p.m. ET. During the conference call, Mr. Victor Limongelli, CEO, and Mr. Jorge Martell, CFO, will discuss OneSpan’s results for the third quarter 2026.

A live webcast of the conference call will be accessible from the OneSpan investor relations website at investors.onespan.com. Shortly after the conclusion of the call, a replay of the webcast will be available on the same website.

Participants can pre-register for the webcast by clicking on this registration link.

1

An explanation of the use of Non-GAAP financial measures is included below under the heading “Non-GAAP Financial Measures.” A reconciliation of each Non-GAAP financial measure to the most directly comparable GAAP financial measure has also been provided in the tables below. We are not providing a reconciliation of Adjusted EBITDA guidance to GAAP net income, the most directly comparable GAAP measure, because we are unable to predict certain items included in GAAP net income without unreasonable efforts.

2

ARR is calculated as the approximate annualized value of our customer recurring contracts as of the measurement date. These include subscription, term-based license, and maintenance and support contracts and exclude one-time fees. To the extent that we are negotiating a renewal with a customer within 90 days after the expiration of a recurring contract, we continue to include that revenue in ARR if we are actively in discussion with the customer for a new recurring contract or renewal and the customer has not notified us of an intention to not renew. See our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 for additional information describing how we define ARR, including how ARR differs from GAAP revenue.

3

NRR is defined as the approximate year-over-year growth in ARR from the same set of customers at the end of the prior year period.

About OneSpan

OneSpan helps organizations build secure, seamless, and trusted digital experiences through two solution portfolios: Cybersecurity and Digital Agreements. Our cybersecurity solutions protect identities, secure mobile apps, and safeguard access through advanced high-assurance authentication, threat intelligence, fraud prevention, and robust mobile app protection, defending users, devices, and applications against sophisticated attacks. Our digital agreement solutions streamline agreement workflows with secure e-signatures, identity verification, and smart digital forms, built to enable speed, compliance and exceptional customer experiences. Trusted by leading global enterprises, including more than 60% of the world’s 100 largest banks, OneSpan processes over 100 million digital agreements and billions of secure authentication transactions across more than 120 countries each year.

For more information, visit our website, explore our blog, or follow us on LinkedIn or YouTube.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable U.S. securities laws, including statements regarding our 2026 financial guidance; our planned availability dates for the DigipassONE Authenticate Free Trial and the general availability of DigipassONE Verify; expectations regarding our products and product innovations, including with respect to DigipassONE and our Digital Agreements business; and our general goals and expectations regarding our operational or financial performance in the future. Forward-looking statements may be identified by words such as "seek", "believe", "plan", "estimate", "anticipate", “expect", "intend", "continue", "outlook", "may", "will", "should", "could", or "might", and other similar expressions. These forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could materially affect our business and financial results include, but are not limited to: our ability to attract new customers and retain and expand sales to existing customers; our ability to successfully develop and market new product offerings and product enhancements; changes in customer requirements; the potential effects of technological changes; the loss of one or more large customers; difficulties enhancing and maintaining our brand recognition; competition; lengthy sales cycles; unintended costs and consequences of our cost reduction and restructuring actions, including higher than anticipated restructuring charges, disruption to our operations, litigation or regulatory actions, or employee turnover; challenges retaining key employees and successfully hiring and training qualified new employees; security breaches or cyber-attacks; real or perceived malfunctions or errors in our products; interruptions or delays in the performance of our products and solutions; reliance on third parties for certain products and data center services; our ability to effectively manage third party partnerships, acquisitions, divestitures, alliances, or joint ventures; economic recession, inflation, tariffs or trade disputes, and political instability; claims that we have infringed the intellectual property rights of others; changing laws, government regulations or policies; pressures on price levels; component shortages; delays and disruption in global transportation and supply chains; impairment of goodwill or amortizable intangible assets causing a significant charge to earnings; actions of activist stockholders; and exposure to increased economic and operational uncertainties from operating a global business, as well as other factors described in the “Risk Factors” section of our most recent Annual Report on Form 10-K, as updated by the “Risk Factors” section of our subsequent Quarterly Reports on Form 10-Q (if any). Our filings with the Securities and Exchange Commission and other important information can be found in the Investor Relations section of our website at investors.onespan.com. We do not have any intent, and disclaim any obligation, to update the forward-looking information to reflect events that occur, circumstances that exist or changes in our expectations after the date of this press release, except as required by law.

Unless otherwise noted, references in this press release to “OneSpan”, “Company”, “we”, “our”, and “us” refer to OneSpan Inc. and its subsidiaries.

OneSpan Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Revenue

Product and license

$

31,505

$

27,712

$

95,187

$

97,189

Services and other

32,380

29,344

95,111

83,076

Total revenue

63,885

57,056

190,298

180,265

Cost of goods sold

Product and license

6,114

7,030

21,505

24,044

Services and other

9,036

8,023

27,061

23,160

Total cost of goods sold

15,150

15,053

48,566

47,204

Gross profit

48,735

42,003

141,732

133,061

Operating costs

Sales and marketing

13,999

11,391

39,752

34,353

Research and development

9,907

8,796

28,891

26,168

General and administrative

14,811

12,152

37,725

33,478

Amortization of intangible assets

775

741

2,248

1,982

Write-off of assets

—

—

314

—

Restructuring and other related charges

—

696

—

1,165

Total operating costs

39,492

33,776

108,930

97,146

—

Operating income

9,243

8,227

32,802

35,915

Interest (expense) income, net

(80

)

388

(253

)

1,812

Other income (expense), net

292

(208

)

(47

)

(886

)

Income before income taxes

9,455

8,407

32,502

36,841

Provision for income taxes

1,657

1,893

6,358

7,480

Net income

$

7,798

$

6,514

$

26,144

$

29,361

Net income per share

Basic

$

0.21

$

0.17

$

0.70

$

0.77

Diluted

$

0.20

$

0.17

$

0.68

$

0.76

Weighted average common shares outstanding

Basic

37,121

38,136

37,313

38,149

Diluted

39,039

38,768

38,399

38,845

OneSpan Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

September 30,

December 31,

2026

2025

ASSETS

Current assets

Cash and cash equivalents

$

51,393

$

70,499

Accounts receivable, net of allowances of $990 at September 30, 2026 and $1,227 at December 31, 2025

41,842

55,999

Inventories, net

11,102

10,466

Prepaid expenses

7,176

7,044

Contract assets

15,636

18,269

Other current assets

11,446

9,936

Total current assets

138,595

172,213

Property and equipment, net

24,911

22,234

Operating lease right-of-use assets

7,641

7,356

Goodwill

127,687

103,840

Intangible assets, net of accumulated amortization

14,131

9,741

Deferred income taxes

58,902

54,733

Equity investment

11,834

11,834

Other assets

15,535

15,751

Total assets

$

399,236

$

397,702

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable

$

11,556

$

13,726

Deferred revenue

57,439

71,641

Accrued wages and payroll taxes

16,489

13,553

Short-term income taxes payable

2,008

3,079

Dividend payable

1,402

671

Other accrued expenses

14,036

11,859

Deferred compensation

26

42

Total current liabilities

102,956

114,571

Long-term deferred revenue

1,802

2,539

Long-term lease liabilities

6,162

6,139

Deferred income taxes

898

988

Revolving credit facility

5,000

—

Other long-term liabilities

1,618

1,622

Total liabilities

118,436

125,859

Commitments and contingencies

Stockholders' equity

Preferred stock: 500 shares authorized, none issued and outstanding at September 30, 2026 and December 31, 2025

—

—

Common stock: $0.001 par value per share; 75,000 shares authorized; 42,288 and 42,091 shares issued; 36,819 and 37,361 shares outstanding at September 30, 2026 and December 31, 2025, respectively

37

37

Additional paid-in capital

137,844

128,651

Treasury stock, at cost: 5,469 and 4,730 shares at September 30, 2026 and December 31, 2025, respectively

(68,884

)

(60,521

)

Retained earnings

220,578

209,821

Accumulated other comprehensive loss

(8,775

)

(6,145

)

Total stockholders' equity

280,800

271,843

Total liabilities and stockholders' equity

$

399,236

$

397,702

OneSpan Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

Nine Months Ended September 30,

2026

2025

Cash flows from operating activities:

Net income

$

26,144

$

29,361

Adjustments to reconcile net income from operations to net cash provided by operations:

Depreciation and amortization of intangible assets

9,937

7,152

Write-off of assets and restructuring related charges

314

709

Loss on disposal of asset

8

27

Deferred tax benefit

(32

)

(2,716

)

Stock-based compensation

10,802

9,601

Provision for (recovery of) credit losses

19

(303

)

Changes in operating assets and liabilities, net of the effects from acquisition:

Accounts receivable, net

15,126

32,702

Inventories, net

(953

)

909

Contract assets

2,546

(7,758

)

Accounts payable

(2,318

)

(3,935

)

Income taxes payable

(1,114

)

4,763

Accrued expenses

1,077

(2,198

)

Deferred compensation

(16

)

(166

)

Deferred revenue

(16,092

)

(22,030

)

Other assets and liabilities

(886

)

767

Net cash provided by operating activities

44,562

46,885

Cash flows from investing activities:

Additions to property and equipment

(9,526

)

(6,018

)

Additions to intangible assets

(177

)

(54

)

Cash paid for acquisition of business, net of cash acquired

(34,553

)

(13,943

)

Net cash used in investing activities

(44,256

)

(20,015

)

Cash flows from financing activities:

Dividends paid

(14,680

)

(13,878

)

Payment of debt issuance costs

—

(1,739

)

Borrowings from credit facility

5,000

—

Tax payments for restricted stock issuances

(1,608

)

(4,409

)

Repurchase of common stock

(8,297

)

(6,297

)

Net cash used in financing activities

(19,585

)

(26,323

)

Effect of exchange rate changes on cash

173

1,676

Net (decrease) increase in cash

(19,106

)

2,223

Cash, cash equivalents, and restricted cash, beginning of period

70,499

83,331

Cash, cash equivalents, and restricted cash, end of period

$

51,393

$

85,554

Operating Segments

We report our financial results under the following two lines of business, which are our reportable operating segments: Cybersecurity and Digital Agreements.

Segment operating income (loss) consists of the revenues generated by a segment, less the direct costs of revenue, sales and marketing, research and development expenses, general and administrative expenses, restructuring and other related charges, and amortization of intangible assets expense that are incurred directly by a segment. Sales and marketing and research and development expenses were determined to be significant segment expenses. Unallocated corporate costs include costs related to administrative functions that are performed in a centralized manner that are not directly attributable to a particular segment.

Segment and consolidated operating results (unaudited):

Three Months Ended September 30, 2026

(In thousands, except percentages)

Cybersecurity

Digital

Agreements

Corporate

and Other

Total

Revenue

$

44,886

$

18,999

$

—

$

63,885

Cost of goods sold

10,291

4,859

—

15,150

Gross profit

34,595

14,140

—

48,735

Gross margin

77

%

74

%

*

76

%

Sales and marketing

9,117

3,375

1,507

13,999

Research and development

6,174

2,815

918

9,907

Other segment items (1)(3)

768

1,015

13,803

15,586

Operating income (loss) (2)(4)

18,536

6,935

(16,228

)

9,243

Interest (expense) income, net

(80

)

Other income (expense), net

292

Income before income taxes

$

9,455

Three Months Ended September 30, 2025

(In thousands, except percentages)

Cybersecurity

Digital

Agreements

Corporate

and Other

Total

Revenue

$

40,322

$

16,734

$

—

$

57,056

Cost of goods sold

10,325

4,728

—

15,053

Gross profit

29,997

12,006

—

42,003

Gross margin

74

%

72

%

*

74

%

Sales and marketing

7,202

3,443

746

11,391

Research and development

5,689

2,917

190

8,796

Other segment items (1)(3)

431

1,487

11,671

13,589

Operating income (loss) (2)(4)

16,675

4,159

(12,607

)

8,227

Interest (expense) income, net

388

Other income (expense), net

(208

)

Income before income taxes

$

8,407

Nine Months Ended September 30, 2026

(In thousands, except percentages)

Cybersecurity

Digital

Agreements

Corporate and

Other

Total

Revenue

$

134,362

$

55,936

$

—

$

190,298

Cost of goods sold

33,969

14,597

—

48,566

Gross profit

100,393

41,339

—

141,732

Gross margin

75

%

74

%

*

74

%

Sales and marketing

26,503

10,125

3,124

39,752

Research and development

18,429

8,699

1,763

28,891

Other segment items (1)(3)

2,320

3,326

34,641

40,287

Operating income (loss) (2)(4)

53,141

19,189

(39,528

)

32,802

Interest (expense) income, net

(253

)

Other income (expense), net

(47

)

Income before income taxes

$

32,502

Nine Months Ended September 30, 2025

(In thousands, except percentages)

Cybersecurity

Digital

Agreements

Corporate

and Other

Total

Revenue

$

132,270

$

47,995

$

—

$

180,265

Cost of goods sold

33,365

13,839

—

47,204

Gross profit

98,905

34,156

—

133,061

Gross margin

75

%

71

%

*

74

%

Sales and marketing

21,402

10,313

2,638

34,353

Research and development

15,966

9,510

692

26,168

Other segment items (1)(3)

902

3,930

31,793

36,625

Operating income (loss) (2)(4)

60,635

10,403

(35,123

)

35,915

Interest (expense) income, net

1,812

Other income (expense), net

(886

)

Income before income taxes

$

36,841

*Percentage not meaningful.

(1)

Cybersecurity other segment items includes general and administrative expense and amortization of intangibles for the three months ended September 30, 2026, and general and administrative expense, write-off of assets, and amortization of intangibles for the nine months ended September 30, 2026. Cybersecurity other segment items includes general and administrative expense and restructuring and other related charges for the three and nine months ended September 30, 2025.

(2)

Cybersecurity operating income includes $1.1 million and $2.8 million of total amortization and depreciation expense for the three and nine months ended September 30, 2026, respectively. Cybersecurity operating income includes $0.4 million and $0.7 million of total amortization and depreciation expense for the three and nine months ended September 30, 2025, respectively.

Cybersecurity operating income does not include any restructuring and other related charges for the three and nine months ended September 30, 2026. Cybersecurity operating income includes less than $0.1 million and $0.3 million of restructuring and other related charges for the three and nine months ended September 30, 2025, respectively.

(3)

Digital Agreements other segment items includes general and administrative expense and amortization of intangibles for the three and nine months ended September 30, 2026. Digital Agreements other segment items includes general and administrative expense and restructuring and other related charges for the three and nine months ended September 30, 2025.

(4)

Digital Agreements operating income includes $2.1 million and $6.4 million of total amortization and depreciation expense for the three and nine months ended September 30, 2026, respectively. Digital Agreements operating income includes $1.9 million and $5.5 million of total amortization and depreciation expense for the three and nine months ended September 30, 2025, respectively.

Digital Agreements operating income does not include any restructuring and other related charges for the three and nine months ended September 30, 2026.

Digital Agreements operating income includes less than $0.1 million and $0.2 million of restructuring and other related charges for the three and nine months ended September 30, 2025, respectively.

Revenue by major products and services (unaudited):

Effective January 1, 2026, we have revised our presentation of revenue by major products and services to better align with how we manage the business and our strategic focus on growing recurring revenues. Accordingly, term maintenance revenue is now included within subscription revenue. As a result, subscription revenue now consists primarily of subscription licenses sold for on-premises software, the related maintenance and support revenue, and SaaS revenue. Additionally, maintenance revenue associated with perpetual licenses and professional services is now presented together, which reflects the steady decline in perpetual license arrangements. These changes are presentation-only and have no impact on total revenue, operating income, or cash flows, and prior-period results have been updated for comparability.

Three Months Ended September 30,

2026

2025

(In thousands)

Cybersecurity

Digital

Agreements

Cybersecurity

Digital

Agreements

Subscription (1)

$

32,515

$

18,978

$

27,691

$

16,705

Perpetual maintenance and services

1,920

21

2,901

29

Hardware products

10,451

—

9,730

—

Total Revenue

$

44,886

$

18,999

$

40,322

$

16,734

Nine Months Ended September 30,

2026

2025

(In thousands)

Cybersecurity

Digital

Agreements

Cybersecurity

Digital

Agreements

Subscription (1)

$

95,026

$

55,855

$

87,345

$

47,874

Perpetual maintenance and services

6,859

81

10,116

121

Hardware products

32,477

—

34,809

—

Total Revenue

$

134,362

$

55,936

$

132,270

$

47,995

(1)

Cybersecurity subscription revenue during the three and nine ended months September 30, 2025 includes $6.6 million and $17.6 million, respectively, of term maintenance that has been reclassified from maintenance and services to align with the revised presentation of revenue described above. Digital Agreements subscription revenue during the three and nine months ended September 30, 2025 includes less than $0.1 million for all periods related to the reclassification from maintenance and services to align with the revised presentation of revenue.

Non-GAAP Financial Measures

We report financial results in accordance with GAAP. We also evaluate our performance using certain non-GAAP financial metrics, namely Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Net Income Per Diluted Share. Our management believes that these measures, when taken together with the corresponding GAAP financial metrics, provide useful supplemental information regarding the performance of our business, as further discussed in the descriptions of each of these non-GAAP metrics below.

These non-GAAP financial measures are not measures of performance under GAAP and should not be considered in isolation or as alternatives or substitutes for the most directly comparable financial measures calculated in accordance with GAAP. While we believe that these non-GAAP financial measures are useful for the purposes described below, they have limitations associated with their use, since they exclude items that may have a material impact on our reported results and may be different from similar measures used by other companies. Additional information about the non-GAAP financial measures and reconciliations to their most directly comparable GAAP financial measures appear below.

Adjusted EBITDA

We define Adjusted EBITDA as net income before interest, taxes, depreciation, amortization, long-term incentive compensation and related payroll tax expense, restructuring and other related charges, and certain non-recurring items, including acquisition related costs, rebranding costs, and non-routine shareholder matters. We use Adjusted EBITDA as a simplified measure of performance for use in communicating our performance to investors and analysts and for comparisons to other companies within our industry. As a performance measure, we believe that Adjusted EBITDA presents a view of our operating results that is most closely related to serving our customers. By excluding interest, taxes, depreciation, amortization, long-term incentive compensation and related payroll tax expense, restructuring costs, and certain other non-recurring items, we are able to evaluate performance without considering decisions that, in most cases, are not directly related to meeting our customers’ requirements and were either made in prior periods (e.g., depreciation, amortization, long-term incentive compensation and related payroll tax expense, non-routine shareholder matters), deal with the structure or financing of the business (e.g., interest, one-time strategic action costs, restructuring costs, impairment charges) or reflect the application of regulations that are outside of the control of our management team (e.g., taxes). In addition, removing the impact of these items helps us compare our core business performance with that of our competitors.

Reconciliation of Net Income to Adjusted EBITDA

(in thousands, unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

2026

2025

2026

2025

Net income

$

7,798

$

6,514

$

26,144

$

29,361

Interest expense (income), net

80

(388

)

253

(1,812

)

Provision for income taxes

1,657

1,893

6,358

7,480

Depreciation and amortization of intangible assets (1)

3,371

2,566

9,937

7,152

Long-term incentive compensation and related payroll tax expense (2)

5,519

3,627

11,122

10,553

Restructuring and other related charges (3)

—

1,001

—

1,535

Other non-recurring items (4)

830

2,322

3,345

3,939

Adjusted EBITDA

$

19,255

$

17,535

$

57,159

$

58,208

(1)

Includes cost of sales depreciation and amortization expense directly related to delivering cloud subscription revenue of $2.1 million and $6.2 million for the three and nine months ended September 30, 2026, respectively, and $1.3 million and $3.7 million for the three and nine months ended September 30, 2025, respectively. Costs are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.

(2)

Long-term incentive compensation and related payroll tax expense includes stock-based compensation and related payroll tax expense, and cash incentive grants awarded to employees located in jurisdictions where we do not issue stock-based compensation due to tax, regulatory or similar reasons. The immaterial expense associated with these cash incentive grants was less than $0.1 million for the three and nine months ended September 30, 2026 and 2025.

(3)

Costs are recorded in "Services and other cost of goods sold" and "Restructuring and other related charges," respectively, on the condensed consolidated statements of operations.

Includes restructuring and other related charges of $0.4 million for the three and nine months ended September 30, 2025, respectively, that are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.

(4)

For the three months ended September 30, 2026 and 2025, other non-recurring items consist of $0.8 million and $2.3 million, respectively, of fees related to non-recurring acquisition projects.

For the nine months ended September 30, 2026 and 2025, other non-recurring items consist of $3.3 million and $3.9 million, respectively, of fees related to non-recurring acquisition projects.

Non-GAAP Net Income and Non-GAAP Net Income Per Diluted Share

We define Non-GAAP Net Income and Non-GAAP Net Income Per Diluted Share as net income or net income per diluted share, as applicable, before the consideration of long-term incentive compensation expenses, the amortization of intangible assets, restructuring costs, and certain other non-recurring items. We use these measures to assess the impact of our performance excluding items that can significantly impact the comparison of our results between periods and the comparison to competitor results.

We exclude long-term incentive compensation and related payroll tax expense because our long-term incentives generally reflect the use of restricted stock unit grants or cash incentive grants, including incentives directly tied to the performance of the business, while other companies may use different forms of incentives that have different cost impacts, which makes comparison difficult. We exclude amortization of intangible assets as we believe the amount of such expense in any given period may not be correlated directly to the performance of the business operations and that such expenses can vary significantly between periods as a result of new acquisitions, the full amortization of previously acquired intangible assets, or the write down of such assets due to an impairment event. However, we note that intangible assets contribute to current and future revenue, and related amortization expense will recur in future periods until expired or written down.

We also exclude certain non-recurring items including one-time strategic action costs and non-recurring shareholder matters, as these items are unrelated to the operations of our core business. By excluding these items, we are better able to compare the operating results of our underlying core business from one reporting period to the next.

We use a long-term projected non-GAAP tax rate of 20% for the purpose of determining our Non-GAAP Net Income and Non-GAAP Net Income Per Diluted Share to provide better consistency across interim reporting periods. We will assess the appropriate non-GAAP tax rate on a regular basis, which could be subject to change for a variety of reasons, including the rapidly evolving global tax environment, significant changes in our geographic earnings mix, or other changes to our strategy or business operations.

Reconciliation of Net Income to Non-GAAP Net Income

(in thousands, except per share data)

(unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

Net income

$

7,798

$

6,514

$

26,144

$

29,361

Provision for income taxes

1,657

1,893

6,358

7,480

Income before income taxes

9,455

8,407

$

32,502

$

36,841

Long-term incentive compensation and related payroll tax expense (1)

5,519

3,627

11,122

10,553

Amortization of intangible assets (2)

1,176

741

3,283

1,982

Restructuring and other related charges (3)

—

1,001

—

1,535

Other non-recurring items (4)

830

2,322

3,345

3,939

Non-GAAP net income before income taxes

16,980

16,098

50,252

54,850

Non-GAAP provision for income taxes (5)

(3,396

)

(3,220

)

(10,050

)

(10,970

)

Non-GAAP net income

$

13,584

$

12,878

$

40,202

$

43,880

Non-GAAP net income per share, diluted

$

0.35

$

0.33

$

1.05

$

1.13

Weighted-average shares used to compute non-GAAP net income per share, diluted

39,039

38,768

38,399

38,845

(1)

Long-term incentive compensation and related payroll tax expense includes stock-based compensation and related employer payroll tax expense, and cash incentive grants awarded to employees located in jurisdictions where we do not issue stock-based compensation due to tax, regulatory or similar reasons. The immaterial expense associated with these cash incentive grants was less than $0.1 million for the three and nine months ended September 30, 2026 and 2025.

(2)

Includes cost of sales amortization expense directly related to delivering cloud subscription revenue of $0.4 million and $1.0 million for the three and nine months ended September 30, 2026, respectively. There was no amortization expense included in cost of sales for the three and nine months ended September 30, 2025. Costs are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.

(3)

Costs are recorded in "Services and other cost of goods sold" and "Restructuring and other related charges," respectively, on the condensed consolidated statements of operations.

Includes restructuring and other related charges of $0.4 million for the three and nine months ended September 30, 2025, respectively. These charges are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.

(4)

For the three months ended September 30, 2026 and 2025, other non-recurring items consist of $0.8 million and $2.3 million, respectively, of fees related to non-recurring acquisition projects. For the nine months ended September 30, 2026 and 2025, other non-recurring items consist of $3.3 million and $3.9 million, respectively, of fees related to non-recurring acquisition projects.

(5)

We use a long-term projected non-GAAP tax rate of 20% for the purpose of determining our Non-GAAP Net Income and Non-GAAP Net Income Per Diluted Share to provide better consistency across interim reporting periods.

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