Form 8-K

8-K — ASURE SOFTWARE INC

Accession: 0001628280-26-051077

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0000884144

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — asur-20260730.htm (Primary)

EX-99.1 (a20260730exhibit991.htm)

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GRAPHIC (asuresoftware.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: asur-20260730.htm · Sequence: 1

asur-20260730

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2026

ASURE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware 1-34522 74-2415696

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

405 Colorado Street, Suite 1800 Austin, Texas

78701

(Address of principal executive offices) (Zip Code)

512-437-2700

(Registrant’s Telephone Number, including Area Code)

None

(Former address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value ASUR

The Nasdaq Capital Market

Series A Junior Participating Preferred Share Purchase Rights N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 2.02. Results of Operations and Financial Condition

On July 30, 2026, Asure Software, Inc. (the “Company”) issued a press release announcing its financial results for its second quarter ended June 30, 2026 (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02 of this Current Report (including the press release furnished as an exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1

Press Release issued by Asure Software, Inc. dated July 30, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ASURE SOFTWARE, INC.

Dated: July 30, 2026 By: /s/ John Pence

Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

EX-99.1

Filename: a20260730exhibit991.htm · Sequence: 2

Document

Exhibit 99.1

Asure Announces Second Quarter 2026 Results

Second Quarter 2026 Revenues of $37.1 Million up 23% year over year

Recurring Revenue of $34.0 Million up 19% year over year

AUSTIN, TX – July 30, 2026 – Asure Software, Inc. (Nasdaq: ASUR), a leading provider of cloud-based Human Capital Management software solutions, today reported results for the second quarter ended June 30, 2026.

Second Quarter 2026 Financial Highlights*

•Revenue of $37.1 million, up 23% from $30.1 million

•Recurring revenue of $34.0 million, up 19% from $28.6 million

•Net loss of $4.4 million versus a net loss of $6.1 million

•EBITDA(1) of $4.6 million versus $1.4 million

•Adjusted EBITDA(1) of $7.7 million versus $5.2 million

•Gross profit of $25.1 million versus $19.9 million

•Non-GAAP gross profit(1) of $27.1 million (margin of 73%) versus $21.9 million (margin of 73%)

First Half 2026 Financial Highlights*

•Revenue of $79.9 million, up 23% from prior year first half

•Recurring revenue of $71.7 million, up 16% from prior year first half

•Net loss of $3.8 million versus a net loss of $8.5 million in the prior year first half

•EBITDA(1) of $14.0 million versus $5.6 million in the prior year first half

•Adjusted EBITDA(1) of $20.1 million versus $12.6 million in the prior year first half

•Gross profit of $55.5 million versus $44.5 million in the prior year first half

•Non-GAAP gross profit(1) of $59.4 million (margin of 74%) versus $48.1 million (margin of 74%) in prior year first half

*Financial metrics are compared to second quarter and the first half of the prior year respectively.

Recent Business Highlights

•Announced the expansion of its partnership with Foodservice Restaurant Partners Group’s (“FRPG”) FRPG Restaurant Rewards, one of the nation’s largest Group Purchasing Organizations serving independent restaurant operators. The expanded agreement strengthens Asure’s distribution within FRPG’s network, which spans 20 states and 3,000 members, and is expected to further position the Company to capture market share in the large and underserved independent restaurant segment.

(1) This financial measure is not calculated in accordance with GAAP and is defined on page 3 of this press release. A reconciliation of this non-GAAP measure to the most applicable GAAP measure begins on page 10 of this release.

Management Commentary

"We are very pleased to deliver another solid quarter of revenue growth for the second quarter of 2026 with revenues increasing 23% from a year ago to $37.1 million. The contributors to our success this quarter were broad based across business lines and during the quarter we experienced improved organic growth as well as increased gross margins versus the prior year period. We also continue to experience improving attach rates with our products and the launch of AsureWorks® has continued its positive trends with a healthy pipeline of deals," said Asure Chairman and CEO Pat Goepel.

"As we look to the second half of 2026, we remain focused on increasing product attach rates with our clients, continuing to advance our AI capabilities while building on our sales and marketing efforts to further our growth trend. Given the investments we have made and the business trends we experienced in the first half of the year, we believe we are in a strong position to achieve our growth and profitability goals for 2026."

Third Quarter 2026 and Full Year 2026 Revenue Guidance Ranges

The Company provides guidance for the third quarter of 2026 and full year 2026 based on the Company’s year-to-date results and recent business trends.

Guidance for 2026

Guidance Range Q3-2026 FY-2026

Revenue $ 38.0 M – 40.0 M $ 159.0 M – 163.0 M

Adjusted EBITDA(1)

$ 8.0 M – 10.0 M 24% – 25%

Management uses GAAP, non-GAAP and adjusted measures when planning, monitoring, and evaluating the Company’s performance. The primary purpose of using non-GAAP and adjusted measures is to provide supplemental information that may prove useful to investors and to enable investors to evaluate the Company’s results in the same way management does.

Management believes that supplementing GAAP disclosures with non-GAAP and adjusted disclosures provides investors with a more complete view of the Company’s operational performance and allows for meaningful period-to-period comparisons and analysis of trends in the Company’s business. Further, to the extent that other companies use similar methods in calculating adjusted financial measures, the provision of supplemental non-GAAP and adjusted information can allow for a comparison of the Company’s relative performance against other companies that also report non-GAAP and adjusted operating results.

Management has not provided a reconciliation of guidance of GAAP to non-GAAP or adjusted disclosures because management is unable to predict the nature and materiality of non-recurring expenses without unreasonable effort.

Management’s projections are based on management’s current beliefs and assumptions about the Company's business, and the industry and the markets in which it operates; there are known and unknown risks and uncertainties associated with these projections. There can be no assurance that our actual results will not differ from the guidance set forth above. The Company assumes no obligation to update publicly any forward-looking statements, including its 2026 earnings guidance, whether as a result of new information, future events or otherwise. Please refer to the “Use of Forward-Looking Statements” disclosures on page 5 of this press release as well as the risk factors in our quarterly and annual reports on file with the Securities and Exchange Commission for more information about risk that affect our business and industry.

(1) This financial measure is not calculated in accordance with GAAP and is defined on page 4 of this press release. A reconciliation of this non-GAAP measure to the most applicable GAAP measure begins on page 11 of this release.

Conference Call Details

Asure management will host a conference call on Thursday, July 30, 2026, at 3:30 pm Central (4:30 pm Eastern). Asure Chairman and CEO Pat Goepel and CFO John Pence will participate in the conference call followed by a question-and-answer session. The conference call will be broadcast live and available for replay via the investor relations section of the Company’s website. Analysts may participate on the conference call by dialing 877-407-9219 or 201-689-8852.

About Asure Software, Inc.

Asure (Nasdaq: ASUR) provides cloud-based Human Capital Management (HCM) software solutions that assist organizations of all sizes in streamlining their HCM processes. Asure's suite of HCM solutions includes HR, payroll, time and attendance, benefits administration, payroll tax management, and talent management. The company's approach to HR compliance services incorporates AI technology to enhance scalability and efficiency while prioritizing client interactions. For more information, please visit www.asuresoftware.com.

Non-GAAP and Adjusted Financial Measures

This press release includes information about non-GAAP gross profit, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin. These non-GAAP and adjusted financial measures are measurements of financial performance that are not prepared in accordance with U.S. generally accepted accounting principles and computational methods may differ from those used by other companies. Non-GAAP and adjusted financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with the Company’s Condensed Consolidated Financial Statements prepared in accordance with GAAP. Non-GAAP and adjusted financial measures are reconciled to GAAP in the tables set forth in this release and are subject to reclassifications to conform to current period presentations.

Non-GAAP gross profit differs from gross profit in that it excludes amortization, share-based compensation, and one-time items.

Non-GAAP sales and marketing expense differs from sales and marketing expense in that it excludes share-based compensation and one-time items.

Non-GAAP general and administrative expense differs from general and administrative expense in that it excludes share-based compensation and one-time items.

Non-GAAP research and development expense differs from research and development expense in that it excludes share-based compensation and one-time items.

EBITDA differs from net income (loss) in that it excludes items such as interest, income taxes, depreciation, and amortization. Asure is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort.

Adjusted EBITDA differs from EBITDA in that it excludes share-based compensation, other income (expense), net and one-time expenses. Asure is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort.

All adjusted and non-GAAP measures presented as “margin” are computed by dividing the applicable adjusted financial measure by total revenue.

Specifically, as applicable to the respective financial measure, management is adjusting for the following items when calculating non-GAAP and adjusted financial measures as applicable for the periods presented. No additional adjustments have been made for potential income tax effects of the adjustments based on the Company’s current and anticipated de minimis effective federal tax rate, resulting from the Company’s continued losses for federal tax purposes and its tax net operating loss balances.

Share-Based Compensation Expenses. The Company’s compensation strategy includes the use of share-based compensation to attract and retain employees and executives. It is principally aimed at aligning their interests with those of our stockholders and at long-term employee retention, rather than to motivate or reward operational performance for any particular period. Thus, share-based compensation expense varies for reasons that are generally unrelated to operational decisions and performance in any particular period.

Depreciation. The Company excludes depreciation of fixed assets. Also included in the expense is the depreciation of capitalized software costs.

Amortization of Purchased Intangibles. The Company views amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s research and development efforts, trade names, customer lists and customer relationships, and acquired lease intangibles, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangibles is a static expense, one that is not typically affected by operations during any particular period.

Interest Expense, Net. The Company excludes accrued interest expense, the amortization of debt discounts and deferred financing costs.

Income Taxes. The Company excludes income taxes, both at the federal and state levels.

One-Time Expenses. The Company’s adjusted financial measures exclude the following costs to normalize comparable reporting periods, as these are generally non-recurring expenses that do not reflect the ongoing operational results. These items are typically not budgeted and are infrequent and unusual in nature.

Settlements, Penalties and Interest. The Company excludes legal settlements, including separation agreements, penalties and interest that are generally one-time in nature and not reflective of the operational results of the business.

Acquisition and Transaction Related Costs. The Company excludes these expenses as they are transaction costs and expenses that are generally one-time in nature and not reflective of the underlying operational results of our business. Examples of these types of expenses include legal, accounting, regulatory, other consulting services, severance and other employee costs.

Other non-recurring Expenses. The Company excludes these as they are generally non-recurring items that are not reflective of the underlying operational results of the business and are generally not anticipated to recur. Some examples of these types of expenses, historically, have included write-offs or impairments of assets, demolition of office space and cybersecurity consultants.

Other (Expense) Income, Net. The Company’s adjusted financial measures exclude Other (Expense) Income, Net because it includes items that are not reflective of the underlying operational results of the business, such as loan forgiveness, adjustments to contingent liabilities and credits earned as part of the CARES Act, passed by Congress in the wake of the coronavirus pandemic.

Use of Forward-Looking Statements

This press release contains certain statements made by management that may constitute “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements about our financial results may include expected or projected U.S GAAP and other operating and non-operating results. The words “believe,” “may,” “will,” “estimate,” “projects,” “anticipate,” “intend,” “expect,” “should,” “plan,” and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements include statements we make regarding our operating performance, future results of operations and financial position, revenue growth, earnings or other projections. We have based these forward-looking statements largely on our current expectations and projections about future events and 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. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions, over many of which we have no control. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make. The risks and uncertainties referred to above include—but are not limited to—risks associated with breaches of our security measures; possible fluctuations in our financial and operating results; potential financing needed to meet future capital requirements; access to additional capital; volatility and weakness in bank and capital markets; the financial and other impact of any previous and future acquisitions; privacy concerns and laws and other regulations that may limit the effectiveness of our applications; inability to adopt new or correctly interpret existing money service and money transmitter business status; risk of our software and solutions not functioning adequately; interruptions, delays or changes in our services or our Web hosting; significant costs as a result of operating as a public company; economic and governmental interruptions to supply chains; risks related to weaknesses in internal control; the inability to continue to release timely updates for changes in laws; the inability to develop new and improved versions of our services and technological developments; customer’s nonrenewal of their agreements and other similar changes; the exposure of market, interest, credit and liquidity risk on client funds held in trust; our operations in highly competitive markets; risks that our clients could have insufficient funds, limitations in the ability to transmit ACH transactions; the nature of our business model; impairment of intangible assets; litigation and any related claims, negotiations and settlements, including with respect to intellectual property matters or industry-specific regulations; market demand of our Software-as-a-Service offerings; adverse effects to our business a result of claims, lawsuits, and other proceedings; adverse material effects caused by advancements and adoption of artificial intelligence; issues in the use of artificial intelligence in our HCM products and services; adverse changes to financial accounting standards to us; intellectual property risks associated with the use of open source software; failures of our service providers; factors affecting our deferred tax assets and ability to value and utilize them; inability to maintain third-party licensed software; evolving regulation of the Internet, changes in the infrastructure underlying the Internet or interruptions in Internet services; the expiration of Employee Retention Tax Credits (“ERTC”) and the impact of recent regulatory and other measures by governmental authorities-regarding ERTC claims and the corresponding cash collections of existing receivables; our ability to hire, retain and motivate employees and manage our growth; potential enactment of adverse tax laws, regulation, political, economic and social factors; potential sales of a substantial number of shares of our common stock along with its volatility; and risks associated with potential equity-related transactions including dividends, rights under the stockholder plan to discourage certain actions and other impacts as a result of actions of our stockholders.

Please review the Company’s risk factors in its annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026.

The forward-looking statements, including the financial guidance and 2026 outlook, contained in this press release represent the judgment of the Company as of the date of this press release, and the Company expressly disclaims any intent, obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations with regard to these forward looking statements or any change in events, conditions or circumstances on which any such statements are based. © 2026 Asure Software, Inc. All rights reserved.

ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

June 30, 2026 December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 19,679 $ 25,244

Accounts receivable, net of allowance for credit losses of $9,717 and $7,206 at June 30, 2026 and December 31, 2025, respectively

13,120 15,859

Inventory 2,048 2,826

Prepaid expenses and other current assets 8,059 6,329

Total current assets before funds held for clients 42,906 50,258

Funds held for clients 178,915 228,111

Total current assets 221,821 278,369

Property and equipment, net 31,515 27,810

Goodwill 115,759 115,759

Intangible assets, net 83,526 87,911

Operating lease assets, net 5,164 6,028

Other assets, net 20,093 15,542

Total assets $ 477,878 $ 531,419

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current portion of notes payable $ 6,665 $ 4,344

Accounts payable 2,035 2,174

Accrued compensation and benefits 4,731 4,723

Lease liabilities, current 1,909 1,956

Other accrued liabilities 6,481 6,422

Deferred revenue 6,730 11,622

Total current liabilities before client fund obligations 28,551 31,241

Client fund obligations 179,836 228,482

Total current liabilities 208,387 259,723

Long-term liabilities:

Deferred revenue 1,185 1,909

Deferred tax liability 3,869 3,264

Notes payable, net of current portion 62,234 63,282

Lease liabilities, noncurrent 4,070 5,221

Other liabilities 370 224

Total long-term liabilities 71,728 73,900

Total liabilities 280,115 333,623

Stockholders’ equity:

Preferred stock, $0.01 par value; 1,500 shares authorized; none issued or outstanding

— —

Common stock, $0.01 par value; 44,000 shares authorized; 28,824 and 28,076 shares issued, 28,824 and 28,076 shares outstanding at June 30, 2026 and December 31, 2025, respectively

288 281

Treasury stock at cost, zero(1) shares at June 30, 2026 and December 31, 2025

— —

Additional paid-in capital 522,060 517,432

Accumulated deficit (324,170) (320,352)

Accumulated other comprehensive income (loss) (415) 435

Total stockholders’ equity 197,763 197,796

Total liabilities and stockholders’ equity $ 477,878 $ 531,419

(1) The aggregate Treasury stock of prior repurchases of our own common stock was retired and subsequently issued effective January 1, 2024. See the Condensed Consolidated

Statement of Changes in Stockholders' Equity for the impact of this transaction.

ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share amounts)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Revenue:

Recurring $ 33,958 $ 28,596 $ 71,715 $ 61,783

Professional services, hardware and other 3,155 1,528 8,155 3,195

Total revenue 37,113 30,124 79,870 64,978

Cost of sales 12,058 10,213 24,345 20,459

Gross profit 25,055 19,911 55,525 44,519

Operating expenses:

Sales and marketing 9,098 8,149 17,862 16,535

General and administrative 12,099 10,968 24,847 22,868

Research and development 1,565 1,273 3,222 3,302

Amortization of intangible assets 4,689 4,173 9,661 8,481

Total operating expenses 27,451 24,563 55,592 51,186

Income (loss) from operations (2,396) (4,652) (67) (6,667)

Interest income 168 277 354 448

Interest expense (1,753) (809) (3,499) (1,260)

Other income, net — (96) — 92

Income (loss) from operations before income taxes (3,981) (5,280) (3,212) (7,387)

Income tax expense 462 843 606 1,134

Net income (loss) (4,443) (6,123) (3,818) (8,521)

Other comprehensive income (loss):

Unrealized gain (loss) on marketable securities (262) 228 (850) 670

Comprehensive income (loss) $ (4,705) $ (5,895) $ (4,668) $ (7,851)

Basic and diluted earnings (loss) per share

Basic $ (0.15) $ (0.22) $ (0.13) $ (0.31)

Diluted $ (0.15) $ (0.22) $ (0.13) $ (0.31)

Weighted average basic and diluted shares

Basic 28,749 27,237 28,586 27,100

Diluted 28,749 27,237 28,586 27,100

ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Six Months Ended June 30,

2026 2025

Cash flows from operating activities:

Net loss $ (3,818) $ (8,521)

Adjustments to reconcile loss to net cash provided by operations:

Depreciation and amortization 14,072 12,155

Amortization of operating lease assets 899 740

Amortization of debt financing costs and discount 653 537

Non-cash interest expense 158 309

Net accretion of discounts on available-for-sale securities (116) (236)

Provision for expected losses 14 20

Provision for deferred income taxes 606 1,134

Loss on extinguishment of debt — 103

Net realized gains on sales of available-for-sale securities (1,803) (1,310)

Share-based compensation 4,281 3,754

Gain on disposals of long-term assets — (7)

Changes in operating assets and liabilities:

Accounts receivable 2,726 4,512

Inventory 778 53

Prepaid expenses and other assets (4,443) (1,462)

Operating lease right-of-use assets — 21

Accounts payable (138) 232

Accrued expenses and other long-term obligations (104) (624)

Lease liabilities (968) (825)

Deferred revenue (5,617) (5,434)

Net cash provided by operating activities 7,180 5,151

Cash flows from investing activities:

Acquisition of intangible assets (4,721) (6,346)

Purchases of property and equipment (472) (393)

Software capitalization costs (6,789) (6,470)

Purchases of available-for-sale securities (23,752) (12,304)

Proceeds from sales and maturities of available-for-sale securities 12,529 7,699

Net cash used in investing activities (23,205) (17,814)

Cash flows from financing activities:

Proceeds from notes payable, net of issuance costs — 57,982

Payments of notes payable — (5,000)

Debt extinguishment costs — (100)

Payments made on amounts due for the acquisition of intangible assets (449) (1,280)

Net proceeds from (settlements for) common stock transactions (91) 1,034

Net change in client fund obligations (48,647) 20,461

Net cash provided by (used in) financing activities (49,187) 73,097

Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents (65,212) 60,434

Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period 164,703 145,712

Cash, cash equivalents, restricted cash and restricted cash equivalents, end of period $ 99,491 $ 206,146

ASURE SOFTWARE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

Six Months Ended June 30,

2026 2025

Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the Condensed Consolidated Balance Sheets

Cash and cash equivalents $ 19,679 $ 66,000

Restricted cash and restricted cash equivalents included in funds held for clients 79,812 140,146

Total cash, cash equivalents, restricted cash, and restricted cash equivalents $ 99,491 $ 206,146

Supplemental information:

Cash paid for interest $ 3,160 $ 498

Non-cash investing and financing activities:

Acquisition of intangible assets $ 167 $ 1,884

Notes payable issued for acquisitions $ 622 $ 1,150

Shares issued for acquisitions $ 445 $ —

ASURE SOFTWARE, INC.

RECONCILIATION OF NON-GAAP AND ADJUSTED FINANCIAL MEASURES

(unaudited)

(in thousands) Q2-26 Q1-26 Q4-25 Q3-25 Q2-25 Q1-25 Q4-24 Q3-24

Revenue(1)

$ 37,113 $ 42,757 $ 39,311 $ 36,252 $ 30,124 $ 34,854 $ 30,792 $ 29,304

Gross Profit to non-GAAP Gross Profit

Gross Profit $ 25,055 $ 30,470 $ 27,213 $ 23,142 $ 19,911 $ 24,608 $ 20,928 $ 19,704

Gross Margin 67.5 % 71.3 % 69.2 % 63.8 % 66.1 % 70.6 % 68.0 % 67.2 %

Share-based Compensation 35 42 46 46 46 44 44 44

Depreciation 1,604 1,434 1,419 1,795 1,378 1,369 1,190 1,232

Amortization - intangibles 365 363 362 365 370 50 50 50

One-time expenses

Settlements, penalties & interest 14 8 224 2 46 29 25 2

Acquisition and transaction costs — — 182 50 — 167 221 367

Other non-recurring expenses — — — 1 106 — 84 —

Non-GAAP Gross Profit $ 27,073 $ 32,317 $ 29,446 $ 25,401 $ 21,857 $ 26,267 $ 22,542 $ 21,399

Non-GAAP Gross Margin 72.9 % 75.6 % 74.9 % 70.1 % 72.6 % 75.4 % 73.2 % 73.0 %

Sales and Marketing Expense to non-GAAP Sales and Marketing Expense

Sales and Marketing Expense $ 9,098 $ 8,764 $ 7,991 $ 9,043 $ 8,149 $ 8,386 $ 6,945 $ 6,680

Share-based Compensation 311 305 276 323 332 322 251 269

Depreciation 7 1 1 1 1 1 — 1

One-time expenses

Settlements, penalties & interest 39 33 174 57 40 51 78 (5)

Acquisition and transaction costs — — 70 68 30 30 9 68

Other non-recurring expenses — — — 1,361 164 — 52 —

Non-GAAP Sales and Marketing Expense $ 8,741 $ 8,425 $ 7,470 $ 7,233 $ 7,582 $ 7,982 $ 6,555 $ 6,347

General and Administrative Expense to non-GAAP General and Administrative Expense

General and Administrative Expense $ 12,099 $ 12,748 $ 11,308 $ 11,655 $ 10,968 $ 11,900 $ 9,940 $ 10,378

Share-based Compensation 1,707 1,709 1,593 1,499 1,419 1,407 1,081 1,187

Depreciation 275 290 284 254 261 244 269 264

One-time expenses

Settlements, penalties & interest 94 262 (494) 449 365 492 142 377

Acquisition and transaction costs 391 446 258 427 812 491 282 371

Other non-recurring expenses 435 44 3 20 189 136 220 253

Non-GAAP General and Administrative Expense $ 9,197 $ 9,997 $ 9,664 $ 9,006 $ 7,922 $ 9,130 $ 7,946 $ 7,926

Research and Development Expense to non-GAAP Research and Development Expense

Research and Development Expense $ 1,565 $ 1,657 $ 1,123 $ 1,174 $ 1,273 $ 2,029 $ 2,103 $ 1,973

Share-based Compensation 78 94 103 99 94 90 87 90

Depreciation 59 13 1 1 (1) 1 — —

One-time expenses

Settlements, penalties & interest 33 — 67 17 33 9 21 —

Acquisition and transaction costs — — — — — 91 153 195

Other non-recurring expenses — — — — 35 — 29 —

Non-GAAP Research and Development Expense $ 1,395 $ 1,550 $ 952 $ 1,057 $ 1,112 $ 1,838 $ 1,813 $ 1,688

(1)Note that first quarters are seasonally strong as recurring year-end W2/ACA revenue is recognized in this period.

ASURE SOFTWARE, INC.

RECONCILIATION OF NON-GAAP AND ADJUSTED FINANCIAL MEASURES (cont.)

(unaudited)

(in thousands) Q2-26 Q1-26 Q4-25 Q3-25 Q2-25 Q1-25 Q4-24 Q3-24

Revenue(1)

$ 37,113 $ 42,757 $ 39,311 $ 36,252 $ 30,124 $ 34,854 $ 30,792 $ 29,304

GAAP Net Loss to Adjusted EBITDA

GAAP Net Loss $ (4,443) $ 625 $ 757 $ (5,362) $ (6,123) $ (2,398) $ (3,204) $ (3,901)

Interest expense, net 1,585 1,560 1,659 1,716 532 280 211 109

Income taxes 462 144 (849) 367 843 291 499 170

Depreciation 1,945 1,738 1,705 2,050 1,640 1,614 1,460 1,497

Amortization - intangibles 5,054 5,335 5,397 5,132 4,543 4,358 4,482 4,345

EBITDA $ 4,603 $ 9,402 $ 8,669 $ 3,903 $ 1,435 $ 4,145 $ 3,448 $ 2,220

EBITDA Margin 12.4 % 22.0 % 22.1 % 10.8 % 4.8 % 11.9 % 11.2 % 7.6 %

Share-based Compensation 2,131 2,150 2,018 1,967 1,891 1,863 1,463 1,591

One Time Expenses

Settlements, penalties & interest 180 303 (29) 525 484 581 266 375

Acquisition and transaction costs 391 446 510 545 842 779 665 1,001

Other non-recurring expenses 435 44 3 1,382 494 136 385 253

Other expense (income), net — — 192 (220) 96 (188) 2 —

Adjusted EBITDA $ 7,740 $ 12,345 $ 11,363 $ 8,102 $ 5,242 $ 7,316 $ 6,229 $ 5,440

Adjusted EBITDA Margin 20.9 % 28.9 % 28.9 % 22.3 % 17.4 % 21.0 % 20.2 % 18.6 %

(1)Note that first quarters are seasonally strong as recurring year-end W2/ACA revenue is recognized in this period.

Investor Relations Contact

Patrick McKillop

Vice President, Investor Relations

617-335-5058

patrick.mckillop@asuresoftware.com

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