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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 10-Q

_____________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40936

_____________________________

Informatica Inc.

_____________________________

(Exact name of registrant as specified in its charter)


Delaware									61-1999534
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

2100 Seaport Boulevard Redwood City, California									94063
(Address of Principal Executive Offices)									(Zip Code)

(650) 385-5000

Registrant's telephone number, including area code

_____________________________

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	INFA	The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The registrant had outstanding 264,313,265 shares of Class A common stock and 44,049,523 shares of Class B-1 common stock as of October 28, 2025.

Table of Contents

TABLE OF CONTENTS


Part I. Financial Information		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	48

Part II. Other Information		50
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	94
Item 3.	Defaults Upon Senior Securities	94
Item 4.	Mine Safety Disclosures	94
Item 5.	Other Information	94
Item 6.	Exhibits	95
Signatures		96

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report” or “report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. The forward-looking statements in this report, other than the statements regarding the Merger (as defined below) with Salesforce (as defined below), do not assume the consummation of the Merger unless specifically stated otherwise. Forward-looking statements contained in this Report include, but are not limited to, statements about:

•the occurrence of any event, change, or other circumstances that could delay or prevent closing of the Merger (as defined below) or give rise to the termination of the Merger Agreement (as defined below);

•our ability to attract and retain customers;

•the possible harm caused by adverse economic, industry and market conditions in the United States and globally, including due to interest rate volatility, shifting foreign exchange rates, tariffs, and geopolitical disruptions;

•the possible harm caused by a security breach or incident, significant disruption of service, or loss of or unauthorized access to users’ data;

•our expectations and management of future growth;

•the possible harm caused by customers terminating or failing to renew their subscription or maintenance contracts;

•our future financial performance, including trends in revenue, costs of revenue, gross profit or gross margin, and operating expenses;

•our ability to transition our customers to subscription- and cloud-based offerings;

•the effect of legal and regulatory changes, including those related to data localization and transfer;

•our ability to attract and retain key personnel and highly qualified personnel;

•the impact of our restructurings and related charges on our business, results of operations and financial condition;

•our ability to effectively train and incentivize our sales force;

•our ability to respond to technological changes and evolving industry standards;

•our ability to maintain, protect, and enhance our intellectual property;

•our ability to successfully identify, acquire, and integrate companies and assets;

•our ability to upsell and cross-sell within our existing customer base;

•our ability to prevent serious errors or defects in our products and services;

•the demand for our platform, cloud-based solutions or data management solutions in general;

•our ability to compete successfully in competitive markets;

•our ability to protect our brand;

•our ability to successfully execute our go-to-market strategy;

•our ability to manage our international operations;

•our ability to build and maintain relationships with strategy partners;

•our ability to achieve or maintain profitability;

•our expectations regarding cost savings and expenses;

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•our ability to manage our outstanding indebtedness;

•our ability to offer high-quality customer support;

•plans regarding our stock repurchase authorization;

•the impact of interest rate or foreign currency exchange rates upon our financial performance, operations, and cash flows;

•our expectations regarding new product launch dates;

•the distribution of Class A common stock by certain of our stockholders; and

•the increased requirements associated with being a public company, including reporting, governance and internal controls, and related expenses.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Report.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Report to reflect events or circumstances after the date of this Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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Part I - Financial Information

Item 1. Financial Statements

INFORMATICA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value data)

(Unaudited)


	September 30,		December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	1,349,474	$	912,460
Short-term investments	122,675		319,951
Accounts receivable, net of allowances of $3,249 and $6,618, respectively	328,237		509,826
Contract assets, net	54,742		60,343
Prepaid expenses and other current assets	190,223		184,939
Total current assets	2,045,351		1,987,519
Property and equipment, net	135,576		138,999
Operating lease right-of-use-assets	50,417		48,438
Goodwill	2,386,626		2,326,831
Customer relationships intangible asset, net	484,757		550,404
Other intangible assets, net	4,275		5,681
Deferred tax assets	20,909		18,267
Other assets	168,719		203,393
Total assets	$	5,296,630	$	5,279,532
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	21,222	$	27,155
Accrued liabilities	49,951		57,696
Accrued compensation and related expenses	111,516		148,248
Current operating lease liabilities	13,519		13,686
Current portion of long-term debt	18,750		18,750
Income taxes payable	2,196		5,815
Deferred revenue	729,046		819,367
Total current liabilities	946,200		1,090,717
Long-term operating lease liabilities	40,077		37,771
Long-term deferred revenue	9,613		13,910
Long-term debt, net	1,778,891		1,790,401
Deferred tax liabilities	5,371		7,828
Long-term income taxes payable	31,349		24,276
Other liabilities	36,559		7,315
Total liabilities	2,848,060		2,972,218
Commitments and contingencies (Note 14)
Stockholders’ equity:
Class A common stock; $0.01 par value per share; 2,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 264,301 and 259,485 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	2,644		2,596
Class B-1 common stock; $0.01 par value per share; 200,000 shares authorized as of September 30, 2025 and December 31, 2024; 44,050 shares issued and outstanding as of September 30, 2025 and December 31, 2024	440		440
Class B-2 common stock; $0.00001 par value per share; 200,000 shares authorized as of September 30, 2025 and December 31, 2024; 44,050 shares issued and outstanding as of September 30, 2025 and December 31, 2024	—		—
Additional paid-in-capital	3,767,726		3,670,371
Accumulated other comprehensive loss	(24,209)		(67,383)
Accumulated deficit	(1,298,031)		(1,298,710)
Total stockholders’ equity	2,448,570		2,307,314
Total liabilities and stockholders’ equity	$	5,296,630	$	5,279,532

See accompanying notes to condensed consolidated financial statements

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INFORMATICA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Revenues:
Subscription revenue	$	320,661	$	287,934	$	891,705	$	804,238
Maintenance and professional services	118,500		134,547		358,697		407,475
Total revenues	439,161		422,481		1,250,402		1,211,713
Cost of revenues:
Subscription costs	53,426		48,768		160,777		142,978
Maintenance and professional services costs	26,999		31,894		80,906		100,273
Amortization of acquired technology	540		947		1,609		3,008
Total cost of revenues	80,965		81,609		243,292		246,259
Gross profit	358,196		340,872		1,007,110		965,454
Operating expenses:
Research and development	85,356		80,316		255,569		239,204
Sales and marketing	139,539		133,517		437,142		418,403
General and administrative	47,296		44,707		144,855		144,115
Amortization of intangible assets	25,139		29,845		74,940		93,302
Restructuring	—		1,554		—		6,808
Total operating expenses	297,330		289,939		912,506		901,832
Income from operations	60,866		50,933		94,604		63,622
Interest income	13,751		14,829		40,011		42,001
Interest expense	(29,749)		(36,345)		(88,758)		(113,775)
Other income (expense), net	4,185		(14,011)		(30,300)		(6,825)
Income (loss) before income taxes	49,053		15,406		15,557		(14,977)
Income tax expense (benefit)	45,055		29,391		14,868		(15,154)
Net income (loss)	$	3,998	$	(13,985)	$	689	$	177
Net income (loss) per share attributable to Class A and Class B-1 common stockholders:
Basic	$	0.01	$	(0.05)	$	0.00	$	0.00
Diluted	$	0.01	$	(0.05)	$	0.00	$	0.00
Weighted-average shares used in computing net income (loss) per share:
Basic	306,268		303,954		303,976		300,606
Diluted	314,515		303,954		310,528		313,363

See accompanying notes to condensed consolidated financial statements.

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INFORMATICA INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Net income (loss)	$	3,998	$	(13,985)	$	689	$	177
Other comprehensive (loss) income, net of taxes:
Change in foreign currency translation adjustment, net of tax (expense) benefit of $(1,916), $(115), $(2,630), and $123	(15,978)		35,389		84,994		10,057
Available-for-sale debt securities:
Change in unrealized gain (loss), net of tax (expense) benefit of $(19), $(71), $2, and $(39)	57		216		(7)		119
Available-for-sale debt securities, net change	57		216		(7)		119
Cash flow hedges:
Change in unrealized (loss) gain, net of tax (expense) benefit of $(802), $95, $(352), and $(37)	(2,457)		(290)		(1,078)		111
Less: reclassification adjustment for amounts included in net income (loss), net of tax benefit (expense) of $116, $(58), $280, and $(157)	355		(177)		857		(479)
Cash flow hedge, net change	(2,102)		(467)		(221)		(368)

Change in fair value of cross currency swap contracts, net of tax benefit of $—, $—, $—, and $—	1,164		—		(41,592)		—
Total other comprehensive (loss) income, net of tax effect	(16,859)		35,138		43,174		9,808

Total comprehensive (loss) income, net of tax effect	$	(12,861)	$	21,153	$	43,863	$	9,985

See accompanying notes to condensed consolidated financial statements.

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INFORMATICA INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Three Months Ended September 30, 2025
	Class A Common Stock			Class B-1 Common Stock			Class B-2 Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balances, June 30, 2025	260,595	$	2,607	44,050	$	440	44,050	$	—	$	3,690,869	$	(7,350)	$	(1,302,029)	$	2,384,537
Stock-based compensation	—	—		—	—		—	—		69,608		—		—		69,608
Issuance of shares under employee stock purchase plan	545	5		—	—		—	—		8,608		—		—		8,613
Shares withheld related to net share settlement of equity awards	(1,049)	(10)		—	—		—	—		(25,919)		—		—		(25,929)
Issuance of shares under equity plans	4,210	42		—	—		—	—		24,560		—		—		24,602
Net income	—	—		—	—		—	—		—		—		3,998		3,998
Other comprehensive loss	—	—		—	—		—	—		—		(16,859)		—		(16,859)
Balances, September 30, 2025	264,301	$	2,644	44,050	$	440	44,050	$	—	$	3,767,726	$	(24,209)	$	(1,298,031)	$	2,448,570


	Three Months Ended September 30, 2024
	Class A Common Stock			Class B-1 Common Stock			Class B-2 Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balances, June 30, 2024	258,810	$	2,589	44,050	$	440	44,050	$	—	$	3,664,821	$	(47,700)	$	(1,294,334)	$	2,325,816
Stock-based compensation	—	—		—	—		—	—		66,000		—		—		66,000
Issuance of shares under employee stock purchase plan	560	6		—	—		—	—		11,464		—		—		11,470
Shares withheld related to net share settlement of equity awards	(927)	(9)		—	—		—	—		(22,119)		—		—		(22,128)
Issuance of shares under equity plans	2,817	28		—	—		—	—		5,357		—		—		5,385
Net loss	—	—		—	—		—	—		—		—		(13,985)		(13,985)
Other comprehensive income	—	—		—	—		—	—		—		35,138		—		35,138
Balances, September 30, 2024	261,260	$	2,614	44,050	$	440	44,050	$	—	$	3,725,523	$	(12,562)	$	(1,308,319)	$	2,407,696

See accompanying notes to condensed consolidated financial statements.

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INFORMATICA INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Nine Months Ended September 30, 2025
	Class A Common Stock			Class B-1 Common Stock			Class B-2 Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balances, December 31, 2024	259,485	$	2,596	44,050	$	440	44,050	$	—	$	3,670,371	$	(67,383)	$	(1,298,710)	$	2,307,314
Stock-based compensation	—	—		—	—		—	—		200,178		—		—		200,178
Issuance of shares under employee stock purchase plan	1,467	14		—	—		—	—		23,178		—		—		23,192
Shares withheld related to net share settlement of equity awards	(3,474)	(34)		—	—		—	—		(74,500)		—		—		(74,534)
Repurchases of common stock	(4,879)	(49)		—	—		—	—		(99,951)		—		—		(100,000)
Issuance of shares under equity plans	11,702	117		—	—		—	—		48,450		—		—		48,567
Payments for dividends related to Class B-2 shares	—	—		—	—		—	—		—		—		(10)		(10)
Net income	—	—		—	—		—	—		—		—		689		689
Other comprehensive income	—	—		—	—		—	—		—		43,174		—		43,174
Balances, September 30, 2025	264,301	$	2,644	44,050	$	440	44,050	$	—	$	3,767,726	$	(24,209)	$	(1,298,031)	$	2,448,570


	Nine Months Ended September 30, 2024
	Class A Common Stock			Class B-1 Common Stock			Class B-2 Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balances, December 31, 2023	250,874	$	2,510	44,050	$	440	44,050	$	—	$	3,540,502	$	(22,370)	$	(1,308,484)	$	2,212,598
Stock-based compensation	—	—		—	—		—	—		195,571		—		—		195,571
Issuance of shares under employee stock purchase plan	1,496	15		—	—		—	—		25,252		—		—		25,267
Shares withheld related to net share settlement of equity awards	(3,293)	(33)		—	—		—	—		(98,786)		—		—		(98,819)
Issuance of shares under equity plans	12,183	122		—	—		—	—		62,984		—		—		63,106
Payments for dividends related to Class B-2 shares	—	—		—	—		—	—		—		—		(12)		(12)
Net income	—	—		—	—		—	—		—		—		177		177
Other comprehensive income	—	—		—	—		—	—		—		9,808		—		9,808
Balances, September 30, 2024	261,260	$	2,614	44,050	$	440	44,050	$	—	$	3,725,523	$	(12,562)	$	(1,308,319)	$	2,407,696

See accompanying notes to condensed consolidated financial statements.

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INFORMATICA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2025		2024

Operating activities:
Net income	$	689	$	177
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	10,071		9,977
Non-cash operating lease costs	9,845		10,927
Stock-based compensation	200,178		195,600
Deferred income taxes	(5,030)		167
Amortization of intangible assets and acquired technology	76,549		96,310
Amortization of debt issuance costs	2,930		2,723
Amortization of investment discount, net of premium	(2,112)		(4,070)
Debt refinancing costs	—		1,366
Changes in operating assets and liabilities:
Accounts receivable	190,746		218,567
Prepaid expenses and other assets	31,376		8,473
Accounts payable and accrued liabilities	(65,153)		(95,483)
Income taxes payable	(8,854)		(57,909)
Deferred revenue	(113,778)		(123,833)
Net cash provided by operating activities	327,457		262,992
Investing activities:
Purchases of property and equipment	(6,491)		(2,337)
Purchases of investments	(261,198)		(393,933)
Maturities of investments	460,400		350,432
Sales of investments	7,929		—
Other	—		1,878
Net cash provided by / (used in) investing activities	200,640		(43,960)
Financing activities:
Payment of debt	(14,063)		(16,035)
Payment of debt refinancing costs	—		(1,349)
Proceeds from issuance of debt	—		1,971
Proceeds from issuance of common stock under employee stock purchase plan	23,192		25,267
Payments for dividends related to Class B-2 shares	(10)		(12)
Payments for repurchases of common stock	(101,346)		—
Payments for taxes related to net share settlement of equity awards	(74,534)		(98,819)
Proceeds from issuance of shares under equity plans	48,567		63,106
Net cash used in financing activities	(118,194)		(25,871)
Effect of foreign exchange rate changes on cash and cash equivalents	27,111		6,969
Net increase in cash and cash equivalents	437,014		200,130
Cash and cash equivalents at beginning of period	912,460		732,443
Cash and cash equivalents at end of period	$	1,349,474	$	932,573
Supplemental disclosures:
Cash paid for interest	$	90,742	$	111,892
Cash paid for income taxes, net of refunds	$	28,697	$	42,588
Non-cash investing and financing activities:
Purchases of property and equipment recorded in accounts payable and accrued liabilities	$	105	$	370

See accompanying notes to condensed consolidated financial statements.

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Description of Business

Informatica Inc. (the “Company” or “Informatica”) delivers an industry leading artificial intelligence (“AI”) enabled data management products on a cloud native platform that connects, manages, and unifies data across multi-vendor, multi-cloud and hybrid systems at enterprise scale. The platform enables the Company’s customers to accurately track and understand their data, allowing them to create 360-degree customer experiences, automate data operations across enterprise-wide business processes, and pursue holistic data-driven digital strategies by harnessing the power of the cloud. The Company’s platform includes a suite of interoperable data management products that leverage the shared services and metadata of the underlying platform, including products for Data Catalog, Data Integration & Engineering, API & Application Integration, Data Quality and Observability, Master Data Management, Customer and Business 360 Applications, Governance, Access and Privacy, and Data Marketplace. The Company was incorporated as a Delaware corporation on June 4, 2021. Unless the context otherwise requires, references to “Informatica” and the “Company” mean Informatica Inc. and its consolidated subsidiaries for all periods presented.

Proposed Transaction with Salesforce

On May 26, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Salesforce, Inc., a Delaware corporation (“Salesforce”) and Phoenix I Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Salesforce (“Merger Sub”). Pursuant to the terms of the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Salesforce (the “Merger”), and Merger Sub will cease to exist.

At the effective time of the Merger (the “Effective Time”), (a) each issued and outstanding share of Class A common stock, $0.01 par value per share (“Class A common stock”) and Class B-1 common stock, $0.01 par value per share (“Class B-1 common stock”) (other than any of the shares described in the next sentence) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $25.00 per share in cash, without interest (the “Class A and Class B-1 Merger Consideration”), and (b) each issued and outstanding share of Class B-2 common stock, $0.00001 par value per share, of the Company issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $0.0000100115 per share in cash, without interest (the “Class B-2 Merger Consideration” and together with the Class A and Class B-1 Merger Consideration, the “Merger Consideration”). However, the Merger Consideration will not be paid, nor will any distribution be made, in respect of any shares of the Company’s Class A common stock or Class B-1 common stock owned immediately prior to the Effective Time by (1) the Company (including the Company’s treasury shares), Merger Sub, Salesforce or any direct or indirect wholly owned subsidiary of Salesforce, which at the Effective Time will automatically be cancelled without any conversion thereof, and (2) stockholders or beneficial owners of shares of the Company’s common stock who have neither voted in favor of the Merger nor consented thereto in writing and who have properly and timely demanded appraisal for such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”, and such shares, the “Dissenting Shares”). At the Effective Time, holders of any Dissenting Shares will be entitled only to such rights as are granted by the DGCL. From and after the Effective Time, all shares of the Company’s common stock shall cease to be issued and outstanding and shall automatically be cancelled and retired and shall cease to exist. As a result of the Merger, the Company will cease to be a publicly-traded company.

The Merger Agreement and Merger Consideration have been approved by the boards of directors of both Salesforce and the Company. The Merger Agreement and the Merger also have been approved by EvomLux S.à.r.l., Ithaca L.P. (together, “Permira”) and Canada Pension Plan Investment (“CPP Investments”) (each a "Sponsor" and together the “Sponsors"), which together hold a majority of the outstanding shares of Class A common stock and Class B-1 common stock. As a result, no further approval of the Company’s stockholders is required under applicable law, the Company’s amended and restated certificate of incorporation or the Merger Agreement to adopt the Merger Agreement. The Merger is expected to close in the fourth quarter of Salesforce's fiscal year 2026 or early in Salesforce’s fiscal year 2027, which begins on February 1, 2026,

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

subject to the receipt of required regulatory clearances and satisfaction of other customary closing conditions set forth in the Merger Agreement.

The Merger Agreement contains certain customary termination rights for the Company and Salesforce and provides that a termination fee of $253 million will be payable by the Company to Salesforce upon termination of the Merger Agreement under certain circumstances, including where Salesforce terminates the Merger Agreement as a result of the Company’s breach of the Merger Agreement following receipt of a bona fide acquisition proposal that has not been withdrawn at least three business days prior to the date of such termination, and within 12 months of such termination, the Company enters into a definitive agreement providing for an acquisition proposal or consummates an acquisition proposal. In certain circumstances, a regulatory termination fee of $363 million will be payable by Salesforce to the Company in the event that the Merger Agreement is terminated due to the failure to obtain certain required regulatory approvals.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on May 28, 2025, and incorporated by reference herein.

In connection with the pending Merger, the Company incurred $2.1 million and $14.1 million of costs in general and administrative expense in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2025, including professional services and financial advisory fees.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements include those of the Company and its subsidiaries, after elimination of all intercompany accounts and transactions. The Company has prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”).

The Company previously presented Subscriptions and Perpetual license revenues and cost of revenues separately on its condensed consolidated statement of operations. Because revenue and costs for perpetual licenses are no longer material for current or past periods due to transition to a cloud-only, consumption-driven strategy, the Company has combined these amounts and has retrospectively adjusted past periods for comparative purposes. The Company continues to renew its maintenance contracts related to the perpetual licenses sold in prior periods and recognize maintenance revenue which is presented as a part of Maintenance and professional services on its condensed consolidated statement of operations.

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2025 and the results of operations for the three and nine months ended September 30, 2025. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

Segment Reporting

The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information. As such, the Company has determined that it has one operating segment which is also their reportable segment. The CODM uses consolidated net income to measure segment profit or loss, allocate resources and assess performance. The CODM reviews and utilizes function expenses (cost of revenues, research and development, sales and marketing, and general and administrative) at the consolidated level to manage the Company's operations. Other segment items included in consolidated net income are interest

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

income, interest expense, other (expense) income, net, and income tax expense (benefit), which are reflected in the condensed consolidated statements of operations.

Use of Estimates

The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP, which require management to make certain estimates, judgments, and assumptions in the evaluation of terms and conditions in customer revenue contracts, including the assessment of performance obligations, and the realizability of deferred tax assets. Management believes the estimates, judgments, and assumptions upon which it relies are reasonable based on information available at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. Any material differences between these estimates and actual results will impact the Company’s unaudited condensed consolidated financial statements. The Company assesses these estimates on a regular basis, however actual results could differ from estimates due to risks and uncertainties.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are discussed in “Note 2. Basis of Presentation and Summary of Significant Accounting Policies” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 25, 2025. There have been no material changes to these policies during the three and nine months ended September 30, 2025.

Recent Accounting Pronouncements Not Yet Adopted

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements - Codification Amendments in Responses to the SEC's Disclosure Update and Simplification Initiative. The amendments clarify or improve disclosure and presentation requirements on various disclosure areas, including the statement of cash flows, earnings per share, debt, and equity. The amendments will align the requirements in the FASB ASC with the SEC's regulations. The amendments in this ASU will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will not be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited. The Company is currently evaluating the impact of this standard.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company for the fiscal year ending December 31, 2025. The Company is currently evaluating the impact of this standard.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses,” which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the footnotes to the financial statements for both annual and interim periods. This ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard.

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Cash, Cash Equivalents, and Investments

The following table summarizes the Company’s cash, cash equivalents and investments as of September 30, 2025 and December 31, 2024 (in thousands).


	September 30,		December 31,
	2025		2024

Cash	$	621,352	$	286,543
Cash equivalents:
Time deposits	101,789		146,779
Money market funds	589,294		476,147
Commercial paper	13,244		2,991
U.S government securities	23,795		—
Total cash equivalents	728,122		625,917
Total cash and cash equivalents	$	1,349,474	$	912,460
Short-term investments:
Time deposits	50,100		225,103
Commercial paper	39,531		45,194
Corporate debt securities	16,341		31,593
U.S. government securities	16,703		18,061
Total short-term investments	$	122,675	$	319,951
Long-term investments(i):
Corporate debt securities	5,842		—
U.S. government agency securities	—		13,594
Total long-term investments	$	5,842	$	13,594

Total cash, cash equivalents and investments	$	1,477,991	$	1,246,005

_____________

(i)Included in other assets on the condensed consolidated balance sheets.

See Note 5. Fair Value Measurements of the Notes to Condensed Consolidated Financial Statements of this Report for further information regarding the fair value of the Company’s financial instruments.

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Available-For-Sale Debt Securities

The following table summarizes the Company’s available-for-sale debt securities as of September 30, 2025 (in thousands).


	September 30, 2025
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value

U.S. government securities	$	40,491	$	7	$	—	$	40,498
Corporate debt securities	22,114		69		—		22,183
Commercial paper	52,766		10		(1)		52,775
Total	$	115,371	$	86	$	(1)	$	115,456

The following table summarizes the Company’s available-for-sale debt securities as of December 31, 2024 (in thousands).


	December 31, 2024
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value

U.S. government securities	$	18,047	$	14	$	—	$	18,061
U.S. government agency securities	13,598		—		(4)		13,594
Corporate debt securities	31,551		44		(2)		31,593
Commercial paper	48,145		42		(2)		48,185
Total	$	111,341	$	100	$	(8)	$	111,433

There were no realized gains or losses related to available-for-sale debt securities for the three months ended September 30, 2025 and an immaterial realized loss related to available-for-sale debt securities for the nine months ended September 30, 2025. As of September 30, 2025, the fair value of the Company’s available-for-sale debt securities with contractual maturity of one year or less from the condensed consolidated balance sheet date was $109.6 million.

As of September 30, 2025, the gross unrealized losses that have been in a continuous unrealized loss position for less than 12 months were immaterial, which were related to $26.9 million of available-for-sale debt securities. There were no gross unrealized losses that have been in a continuous unrealized loss position for more than 12 months.

The Company did not recognize any credit losses related to the Company’s debt securities during the three and nine months ended September 30, 2025. Unrealized losses related to available-for-sale debt securities are due to interest rate fluctuations as opposed to credit quality. The Company does not intend to sell these investments. In addition, it is more likely than not that the Company will not be required to sell them before recovery of the amortized cost basis, which may be at maturity.

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5. Fair Value Measurements

The Company uses a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based on whether the inputs to those valuation techniques are observable or unobservable. The three levels of fair value hierarchy are set forth below. The Company’s assessment of the hierarchy level of the assets or liabilities measured at fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Level 1 Quoted prices in active markets for identical assets or liabilities.

Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. The Company does not have any assets or liabilities classified as Level 3.

Fair Value Measurement of Financial Assets and Liabilities on a Recurring Basis

The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and indicates the fair value hierarchy of the valuation (in thousands):


	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Time deposits(i)	$	151,889	$	151,889	$	—	$	—
Money market funds(ii)	589,294		589,294		—		—
Commercial paper(i)	52,775		—		52,775		—
Corporate debt securities(iii)(iv)	22,183		—		22,183		—
U.S. government securities(i)	40,498		—		40,498		—
Total cash equivalents and investments	856,639		741,183		115,456		—
Cross currency swap contracts(v)	4,114		—		4,114		—
Total assets	$	860,753	$	741,183	$	119,570	$	—
Liabilities:
Foreign currency derivatives(vi)	$	2,748	$	—	$	2,748	$	—
Cross currency swap contracts(vi)	29,559		—		29,559		—
Total liabilities	$	32,307	$	—	$	32,307	$	—

__________

(i)Included in cash equivalents and short-term investments on the condensed consolidated balance sheets.

(ii)Included in cash equivalents on the condensed consolidated balance sheets.

(iii)Included in short-term investments on the condensed consolidated balance sheets.

(iv)Included in other assets on the condensed consolidated balance sheets.

(v)Included in prepaid expenses and other current assets and other assets on the condensed consolidated balance sheets.

(vi)Included in accrued liabilities and other liabilities on the condensed consolidated balance sheets.

There were no transfers between Level 1, Level 2 and Level 3 categories during the three and nine months ended September 30, 2025.

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 2024 and indicates the fair value hierarchy of the valuation (in thousands):


	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Time deposits(i)	$	371,882	$	371,882	$	—	$	—
Money market funds(ii)	476,147		476,147		—		—
Commercial paper(i)	48,185		—		48,185		—
Corporate debt securities(iii)	31,593		—		31,593		—
U.S. government and U.S. government agency securities(iii)(iv)	31,655		—		31,655		—
Total cash equivalents and investments	959,462		848,029		111,433		—
Cross currency swap contracts(iv)	16,147		—		16,147		—
Total assets	$	975,609	$	848,029	$	127,580	$	—
Liabilities:
Foreign currency derivatives(v)	2,205		—		2,205		—
Total liabilities	$	2,205	$	—	$	2,205	$	—

(i)Included in cash equivalents and short-term investments on the condensed consolidated balance sheets.

(ii)Included in cash equivalents on the condensed consolidated balance sheets.

(iii)Included in short-term investments on the condensed consolidated balance sheets.

(iv)Included in prepaid expenses and other current assets and other assets on the condensed consolidated balance sheets.

(v)Included in accrued liabilities and other liabilities on the condensed consolidated balance sheets.

Note 6. Goodwill and Intangible Assets

Goodwill

The following table presents the changes in the carrying amount of the goodwill for the nine months ended September 30, 2025 (in thousands):


	Amount
Ending balance as of December 31, 2024	$	2,326,831
Foreign currency translation adjustment	59,795
Ending Balance as of September 30, 2025	$	2,386,626

Goodwill represents the excess of consideration paid over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations.

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets

The carrying amounts of the intangible assets other than goodwill as of September 30, 2025 and December 31, 2024 are as follows (in thousands):


	September 30, 2025						December 31, 2024
	Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Customer relationships	$	2,163,265	$	(1,678,508)	$	484,757	$	2,153,972	$	(1,603,568)	$	550,404
Other intangible assets:
Acquired developed and core technology	880,865		(876,590)		4,275		880,662		(874,981)		5,681
Total intangible assets, net	$	3,044,130	$	(2,555,098)	$	489,032	$	3,034,634	$	(2,478,549)	$	556,085

The Company amortizes its intangible assets over their remaining estimated useful life using cash flow projections, revenue projections, or the straight-line method. Total amortization expense related to intangible assets was $25.7 million and $30.8 million for the three months ended September 30, 2025 and 2024, respectively. Total amortization expense related to intangible assets was $76.5 million and $96.3 million for the nine months ended September 30, 2025 and 2024, respectively.

The allocation of the amortization of intangible assets for the periods indicated below is as follows (in thousands):


	Three Months Ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Cost of revenues	$	540	$	947	$	1,609	$	3,008
Operating expenses	25,139		29,845		74,940		93,302
Total amortization of intangible assets	$	25,679	$	30,792	$	76,549	$	96,310

Certain intangible assets are recorded in foreign currencies; and therefore, the gross carrying amount and accumulated amortization are subject to foreign currency translation adjustments.

As of September 30, 2025, the amortization expense related to identifiable intangible assets in future periods is expected to be as follows (in thousands):


	Customer Relationships Intangible Asset		Other Intangible Assets		Total Intangible Assets

Remaining 2025	$	25,166	$	540	$	25,706
2026	87,511		1,459		88,970
2027	75,926		718		76,644
2028	65,965		562		66,527
2029	57,265		351		57,616
Thereafter	172,924		645		173,569
Total expected amortization expense	$	484,757	$	4,275	$	489,032

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7. Borrowings

Long term debt consists of the following (in thousands):


	September 30, 2025		December 31, 2024

Dollar term loan	$	1,809,375	$	1,823,437
Less: Discount on term loan	(4,324)		(5,265)
Less: Debt issuance costs	(7,410)		(9,021)
Total debt, net of discount and debt issuance costs	1,797,641		1,809,151
Less: Current portion of long-term debt	(18,750)		(18,750)
Long-term debt, net of current portion	$	1,778,891	$	1,790,401

As of September 30, 2025, the Company had an outstanding dollar term loan for a carrying amount of $1,797.6 million and a fair value, based on Level 2 inputs related to fair market value, of $1,815.0 million. As of December 31, 2024, the Company had an outstanding dollar term loan for a carrying amount of $1,809.2 million and a fair value, based on Level 2 inputs related to fair market value, of $1,834.8 million.

Credit Facilities

The Company has a credit agreement with JPMorgan Chase Bank, N.A., as agent, for a syndicate of lenders (the “Credit Agreement”). Under the Credit Agreement, the Company borrowed $1.9 billion of dollar term loans (the “Term Facility”) and obtained $250.0 million of commitments under a Revolving Credit Facility (the “Revolving Credit Facility” and, together with the Term Facility, the “Credit Facilities”).

The Term Facility matures on October 29, 2028 and is repayable in quarterly installments of 0.25% of the initial principal amount thereof, with the remaining amount due at maturity. The Revolving Credit Facility matures on October 29, 2026.

The Company may prepay all or part of the Credit Facilities at any time. Subject to certain exceptions and limitations, the Company is required to prepay the Term Facility with the net proceeds of certain occurrences, such as the incurrences of indebtedness not permitted to be incurred under the Credit Agreement, credit sale and leaseback transactions and asset sales. The agreement also requires mandatory prepayments of the Term Facility with excess cash flow as specified in the terms of the Credit Agreement.

On June 11, 2024, the Company refinanced the Credit Agreement with Amendment No. 2 (the “Amendment”), with JPMorgan Chase Bank, N.A., as agent, for a syndicate of lenders. The Amendment reduced the applicable margin from 2.75% to 2.25% and eliminated the previous credit spread adjustment effective June 11, 2024. The Amendment is predominantly accounted for as a modification. The loss on any extinguished debt within the syndicate was immaterial. The Company incurred transaction fees of approximately $1.4 million during the second quarter of 2024, which were recorded as a component of Other income (expense), net on the Condensed Consolidated Statements of Operations. Other than the foregoing, the material terms of the Credit Agreement remain unchanged.

Effective June 11, 2024, the borrowings under the Term Facility bear interest, at the Company’s option, either at (i) Term SOFR1 plus the applicable margin of 2.25% or (ii) the base rate plus 1.25%. The base rate is defined as the highest of (a) the Federal Funds Rate plus one half of 1%, (b) the rate of interest in effect for such day as published by the Wall Street Journal as the “prime rate,” and (c) Adjusted Term SOFR Rate for a one-month interest period plus 1.00%; provided that the base rate shall not be less than 1.00% per annum. Term SOFR is subject to a “floor” of 0% per annum. The Term Facility was issued with 0.125% of original issue discount.

1 Term Secured Overnight Financing Rate ("SOFR") is SOFR based on the interest period selected

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Effective June 11, 2024, the Revolving Credit Facility accrues interest at a per annum rate based on either, at the Company’s election, (i) Term SOFR plus the applicable margin for Term SOFR loans ranging between 2.00% and 2.50% based on the Company’s total net first lien leverage ratio or (ii) the base rate plus an applicable margin ranging between 1.00% and 1.50% based on the Company’s total net first lien leverage ratio.

No amounts were outstanding under the Revolving Credit Facility as of September 30, 2025 and December 31, 2024. There were $1.4 million and $1.4 million of utilized letters of credit under the Revolving Credit Facility at September 30, 2025 and December 31, 2024, respectively.

The Company guarantees the obligations under the Credit Agreement. All obligations under the Credit Agreement are secured by a perfected lien or security interest in substantially all of the Company’s and the guarantors’ tangible and intangible assets. The Credit Agreement also provides for a borrowing facility of $15.0 million, which is available on a same day basis and a letter of credit facility of $30.0 million. The Credit Agreement also includes an uncommitted incremental facility subject to compliance with certain leverage tests and borrowing limits.

Accrued interest is payable (i) quarterly in arrears with respect to base rate loans, (ii) at the end of each interest rate period (or at each three-month interval in the case of loans with interest periods greater than 3 months) with respect to Term SOFR loans, (iii) the date of any repayment or prepayment, and (iv) at maturity (whether by acceleration or otherwise). The Company is also obligated to pay other customary closing fees, arrangement fees, administrative fees, commitment fees, and letter of credit fees. Under the Credit Agreement, a commitment fee is payable on the daily unutilized amount under the Revolving Credit Facility at a per annum rate ranging from 0.35% to 0.25% depending on the Company’s total net first lien leverage ratio.

The Credit Agreement requires that, as of the last day of any fiscal quarter if on such date the aggregate principal amount of all (a) revolving loans, (b) swingline loans, and (c) letter of credit obligations (in excess of $15 million) exceed 35% of the revolving loan commitments, the total net first lien leverage ratio cannot exceed 6.25 to 1.00. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement. Under certain circumstances, a default interest rate equal to 2.00% above the then-applicable interest rate will apply during the existence of an event of default under the Credit Agreement. The Company was in compliance with all covenants under the Credit Agreement as of September 30, 2025.

The Credit Agreement, among other things, limits the ability of the Company and its restricted subsidiaries to incur or guarantee additional indebtedness; pay dividends or make distributions or redeem or repurchase capital stock; prepay, redeem or repurchase certain subordinated debt; make certain loans or investments; create liens; merge or consolidate with another company or transfer or sell assets; enter into restrictions affecting the ability of certain restricted subsidiaries to make distributions, loans or advances to the Company or its restricted subsidiaries; and engage in transactions with affiliates. These covenants are subject to a number of important limitations and exceptions, which are described in the Credit Agreement.

Future minimum principal payments

Future minimum principal payments on the Term Facility as of September 30, 2025 are as follows (in thousands):


Remaining 2025	4,688
2026	18,750
2027	18,750
2028	1,767,187
Total	$	1,809,375

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 8. Disaggregation of Revenue, Deferred Revenue, Remaining Performance Obligations, and Credit Risk

The following table presents the disaggregation of revenue by revenue type, consistent with how the Company evaluates its financial performance, for the three and nine months ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Revenues:
Cloud subscription(i)	$	230,397	$	175,809	$	640,263	$	488,669
Self-managed subscription support and other(i)	38,839		46,627		121,299		144,126
Maintenance(ii)	100,275		115,309		306,403		349,469
Total revenue recognized over time	369,511		337,745		1,067,965		982,264
Self-managed subscription license recognized at a point in time(i)(iii)	51,425		65,498		130,143		171,443
Total subscription and maintenance revenue	420,936		403,243		1,198,108		1,153,707
Professional services(ii)	18,225		19,238		52,294		58,006
Total revenues	$	439,161	$	422,481	$	1,250,402	$	1,211,713

(i) Included in Subscription revenue on the condensed consolidated statements of operations.

(ii) Included in Maintenance and Professional services revenue on the condensed consolidated statements of operations.

(iii) The Company previously presented Perpetual license revenue separately. Because revenue for perpetual licenses are not material for current or past periods due to the transition to a cloud-only, consumption-driven strategy, the Company has combined these amounts into Self-managed subscription license recognized at a point in time and retrospectively adjusted past periods for comparative purposes.

Revenue recognized over time refers to ratable recognition over the contractual term. Revenue recognized at a point in time refers to recognition upon the later of when the software license is made available or the contractual term commences. Professional services are recognized as services are provided.

Revenue by geographic location for the three and nine months ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

North America	$	287,846	$	284,011	$	829,006	$	814,131
EMEA	110,565		96,077		299,911		271,442
Asia Pacific	32,340		33,831		98,104		97,793
Latin America	8,410		8,562		23,381		28,347
Total revenues	$	439,161	$	422,481	$	1,250,402	$	1,211,713

In the three months ended September 30, 2025 and 2024, the Company’s revenue from customers in the United States was $272.0 million and $261.7 million, respectively. In the nine months ended September 30, 2025 and 2024, the Company’s revenue from customers in the United States was $779.5 million and $760.1 million, respectively. No foreign country represented 10% or more of the Company’s total revenue during the three and nine months ended September 30, 2025 and 2024, respectively.

Deferred Revenue

As of September 30, 2025 and December 31, 2024, deferred revenue was $738.7 million and $833.3 million, respectively.

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The amount of revenues recognized during the three and nine months ended September 30, 2025 that were included in the opening deferred revenue balance as of January 1, 2025 was approximately $170.2 million and $740.2 million, respectively. The amount of revenues recognized during the three and nine months ended September 30, 2024 that were included in the opening deferred revenue balance as of January 1, 2024 were approximately $158.2 million and $678.7 million, respectively.

Remaining Performance Obligations from Customer Contracts

As of September 30, 2025, the Company’s remaining performance obligations were $1.80 billion. The Company expects to recognize approximately 64% of its remaining performance obligations at September 30, 2025 as revenues over the next twelve months and the remainder over the next two to three years.

Concentrations of Credit Risk and Credit Evaluations

No customer accounted for more than 10% of revenue during the three and nine months ended September 30, 2025 and 2024. At September 30, 2025 and December 31, 2024, no customer accounted for more than 10% of the accounts receivable balance.

Note 9. Capitalized Costs to Obtain a Contract

Capitalized costs to obtain contracts consist primarily of sales commissions and related payroll taxes (together “deferred commissions”). The changes in the capitalized costs to obtain a contract for the nine months ended September 30, 2025 were as follows (in thousands):


	Amount
Ending balance as of December 31, 2024	$	249,207
Additions, net	51,094
Commissions amortized	(69,094)
Revaluation	5,372
Ending balance as of September 30, 2025	$	236,579

As of September 30, 2025, $88.8 million of deferred commissions balance was included in prepaid expenses and other current assets and $147.8 million of deferred commissions balance was included in other assets in the condensed consolidated balance sheet.

Note 10. Derivative Financial Instruments

The Company’s earnings and cash flows are subject to market risks as a result of foreign currency exchange rate and interest rate fluctuations. The Company uses derivative financial instruments to manage its exposure to foreign currency exchange rate and interest rate fluctuations which is inherent to its ongoing business operations. The Company and its subsidiaries do not enter into derivative contracts for speculative purposes.

Foreign Exchange Forward Contracts

The Company enters into foreign exchange forward contracts in an attempt to reduce the impact of foreign currency exchange rate fluctuations and designates these contracts as cash flow hedges at inception. The objective is to reduce the volatility of forecasted cash flows and expenses caused by movements in foreign currency exchange rates, in particular the Indian rupee. The Company is currently using foreign exchange forward contracts to hedge the anticipated foreign currency expenses of its subsidiary in India.

The Company recognizes in earnings amounts related to its designated cash flow hedges accumulated in other comprehensive income during the same period in which the corresponding underlying hedged transaction affects earnings. As of September 30, 2025, a net unrealized loss of approximately $1.8 million accumulated in other comprehensive (loss) income is expected to be reclassified into earnings within the next twelve months.

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company has forecasted the amount of its anticipated foreign currency expenses based on its historical performance and projected financial plan. As of September 30, 2025, the remaining open foreign exchange contracts, carried at fair value, are hedging Indian rupee expenses and have a maturity of twelve months or less. These foreign exchange contracts mature monthly as the foreign currency denominated expenses are paid and any gain or loss is offset against operating expense. Once the hedged item is recognized, the cash flow hedge is de-designated and subsequent changes in value are recognized in other (expense) income, net, to offset changes in the value of the resulting non-functional currency monetary assets or liabilities.

The notional amounts of these foreign exchange forward contracts in U.S. dollar equivalents were to buy $95.3 million and $94.0 million of Indian rupees as of September 30, 2025 and December 31, 2024, respectively.

Cross-Currency Swap Contracts

In October 2024, the Company entered into float-to-float cross-currency swap contracts with an aggregate notional amount of €300 million. The cross-currency swap contracts are designated as net investment hedges and are used to hedge a portion of the Company's net investment in its European operations with the objective of protecting the U.S. dollar value of our net investments in the European foreign operations due to movements in foreign currency. Gains and losses on net investment hedges are recorded in other comprehensive (loss) income and will remain there until either the sale or substantially complete liquidation of the hedged operations. The components excluded from the assessment of effectiveness are recognized in interest expense, net on the condensed consolidated statement of operations. The Company performed quantitative testing at inception and results proved that the hedge relationship was highly effective. The Company, on quarterly basis, performs qualitative testing validating that hedge relationship remains highly effective, unless quantitative testing is required.

During the term of the cross-currency swap contracts, the Company receives interest payments in U.S. dollars at a variable rate of 1-month SOFR +2.2500% and make interest payments in Euros at an average variable rate of 1-month EURIBOR +2.3055%. The maturity date of the cross-currency swap contracts is October 2027, whereby, the Company receives U.S. dollars from and pays Euros to the contract counterparties and will settle the cross-currency swap contracts on a net settlement basis. The fair value of the cross-currency swap contracts was a $25.4 million net liability as of September 30, 2025 and a $16.1 million asset as of December 31, 2024.

Balance Sheet Hedges

Balance Sheet hedges consist of cash flow hedge contracts that have been de-designated and non-designated balance sheet hedges. These foreign exchange contracts are carried at fair value and either did not or no longer qualify for hedge accounting treatment and are not designated as hedging instruments. Changes in the value of the foreign exchange contracts are recognized in other (expense) income, net and offset the foreign currency gain or loss on the underlying net monetary assets or liabilities. The notional amounts of foreign currency purchase contracts open in U.S. dollar equivalents were to buy $12.1 million and $11.8 million of Indian rupees at September 30, 2025 and December 31, 2024, respectively. There were no open foreign currency contracts to sell at September 30, 2025 and December 31, 2024, respectively.

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table reflects the fair value amounts for designated and non-designated hedging instruments at September 30, 2025 and December 31, 2024 (in thousands):


	September 30, 2025				December 31, 2024
	Fair Value Derivative Assets(i)		Fair Value Derivative Liabilities(ii)		Fair Value Derivative Assets(i)		Fair Value Derivative Liabilities(ii)
Designated hedging instruments
Foreign currency forward contracts	$	—	$	2,351	$	—	$	2,059
Cross currency swap contracts	4,114		29,559		16,147		—
Non-designated hedging instruments
Foreign currency forward contracts	—		397		—		146
Total fair value of hedging instruments	$	4,114	$	32,307	$	16,147	$	2,205

_____________

(i)Included in prepaid expenses and other current assets, and other assets on the condensed consolidated balance sheets.

(ii)Included in accrued liabilities and other liabilities on the condensed consolidated balance sheets.

The Company presents its derivative assets and derivative liabilities at gross fair values in the condensed consolidated balance sheets. However, under the master netting agreements with the respective counterparties of the foreign exchange contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. The derivatives held by the Company are not subject to any credit contingent features negotiated with its counterparties. The Company is not required to pledge nor is entitled to receive cash collateral related to the above contracts. As of September 30, 2025 and December 31, 2024, there were no derivative assets or liabilities that were net settled under the master netting agreements.

The Company evaluates prospectively as well as retrospectively the effectiveness of its hedge programs using statistical analysis.

The before-tax effects of derivative instruments designated as cash flow hedges on the accumulated other comprehensive loss and condensed consolidated statements of operations for the periods indicated below are as follows (in thousands):


	Three Months Ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

(Loss) gain related to foreign exchange forward contracts	$	(3,259)	$	(385)	$	(1,430)	$	148
Amount of (loss) gain recognized in other comprehensive (loss) income	$	(3,259)	$	(385)	$	(1,430)	$	148

(Loss) gain included in cost of service revenue	$	(104)	$	53	$	(251)	$	147
(Loss) gain included in operating expenses (primarily research and development)	(367)		182		(886)		489
Amount of (loss) gain related to foreign exchange forward contracts reclassified from accumulated other comprehensive (loss) income into income	$	(471)	$	235	$	(1,137)	$	636

Gains recognized in interest expense, net, in the condensed consolidated statements of operations for the portion of the net investment hedges excluded from the assessment of hedge effectiveness were $1.8 million for

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the three months ended September 30, 2025 and $4.9 million for the nine months ended September 30, 2025. There was none for the three and nine months ended September 30, 2024.

The before-tax loss recognized in other (expense) income, net for non-designated foreign currency forward contracts for the periods indicated below are as follows (in thousands):


	Three Months Ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Loss recognized in other (expense) income, net	$	(340)	$	(42)	$	(273)	$	(73)

See Note 5. Fair Value Measurements, and Note 14. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements of this Report for a further discussion.

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Stockholders Equity

Common and Preferred Stock

The rights of the holders of Class A common stock and Class B-1 common stock are identical in all respects, except that Class B-1 common stock will not vote on the election or removal of directors. The holders of Class B-2 common stock have no participating rights (voting or otherwise), except for the right to vote on the election or removal of directors and will be entitled to a nominal annual dividend of CAD$15,000 in the aggregate.

Equity Incentive Plans

The Company’s equity incentive plans are administered by the Compensation Committee. The Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”) and most recently amended and restated the 2015 Plan in October 2021.

Under the 2015 Plan, the Company issued equity awards in the form of options to acquire shares of the Company. The options are not intended to qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code. The term of the options granted under this plan is ten years with a vesting requirement of continued employment through the applicable vesting date, and in certain cases attainment of performance criteria (“performance-based options”). In connection with the adoption of the 2021 Plan (as defined below), the 2015 Plan was terminated with respect to future awards. The 2015 Plan continues to govern awards that were granted prior to the effectiveness of the 2021 Plan.

In October 2021, the Company’s Compensation Committee adopted, and its stockholders approved, the 2021 Equity Incentive Plan (the "2021 Plan"), which became effective in connection with the initial public offering in 2021 (the “IPO”). As of September 30, 2025, a total of approximately 90.9 million shares of the Company’s Class A common stock has been reserved for issuance under the 2021 Plan. In addition, the shares reserved for issuance under the 2021 Plan includes any shares subject to awards granted under the 2015 Plan that, after the date the 2015 Plan was terminated, are cancelled, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest (provided that the maximum number of shares that may be added to the 2021 Plan pursuant to this provision is 26,288,211 shares).

Option Awards

The following table summarizes the option award activity for the nine months ended September 30, 2025 (in thousands, except share price, fair value and term):


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
	Total	Service based	Performance- based
Outstanding at December 31, 2024	12,201	7,759	4,442	$	17.66	4.78	$	100,945
Exercised	(3,118)	(2,496)	(622)	$	15.57
Forfeited or expired	(179)	(67)	(112)	$	19.23
Outstanding at September 30, 2025	8,904	5,196	3,708	$	18.35	4.35	$	58,432

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”)

The Company issues RSUs to employees and directors under the 2021 Plan. RSUs vest upon the satisfaction of a service-based vesting condition only. The service-based condition for the majority of the employee awards is generally satisfied pro-rata over two to four years.

The Company also issues PSUs to employees under the 2021 Plan. PSUs that are granted are subject to vesting based on certain performance metrics or on attainment of specified stock prices, measured over the performance period. The PSU awards granted to employees under the 2021 Plan typically vest over 3 years and are subject to forfeiture in whole if employment terminates, or in whole or in part, if specified vesting conditions are not satisfied in each case prior to vesting. PSUs are not considered issued or outstanding common stock until they vest.

The following table summarizes RSU and PSU activity and related information during the nine months ended September 30, 2025 under the 2021 Plan (in thousands, except share price):


	Number of Shares	Weighted-Average Grant Date Fair Value

Unvested and outstanding as of December 31, 2024	14,057	$	23.73
Granted	12,831	17.79
Vested	(8,584)	22.39
Forfeited	(1,310)	24.51
Unvested and outstanding as of September 30, 2025	16,994	$	19.87

As of September 30, 2025, the total unrecognized stock-based compensation expense related to the RSUs and PSUs outstanding was $268.4 million and is expected to be recognized over the remaining weighted-average vesting period of 1.71 years.

Employee Stock Purchase Plan (“ESPP”)

In October 2021, the Company’s Compensation Committee approved the ESPP, which became effective in connection with the IPO. The ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. As of September 30, 2025, a total of 17.1 million shares of the Company’s Class A common stock has been reserved for issuance under the ESPP.

Under the ESPP, eligible employees are able to acquire shares of Class A common stock by accumulating funds through payroll deductions. Offering periods are generally twelve months long and begin on March 1 and September 1 of each year. The purchase price for shares of the Company’s Class A common stock purchased under the ESPP is 85% of the lesser of the fair market value of the Company’s Class A common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the applicable offering period. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the first date of the offering period.

As of September 30, 2025, the total unrecognized stock-based compensation expense related to the ESPP was $4.4 million and is expected to be recognized over the remaining offering period.

Summary of Assumptions for ESPP

The following table summarizes the weighted-average assumptions used in estimating the fair value of the ESPP for the offering periods during the nine months ended September 30, 2025 and 2024 using the Black-Scholes pricing model:

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
ESPP:
Expected term (in years)	0.5 - 1.0	0.5 - 1.0	0.5 - 1.0	0.5 - 1.0
Expected volatility	38.8% - 41.7%	32.5% - 38.5%	38.8% - 44.3%	32.5% - 43.5%
Risk-free interest rate	3.8% - 4.0%	4.4% - 4.8%	3.8% - 4.3%	4.4% - 5.3%
Expected dividend rate	—%	—%	—%	—%
Fair value of common stock	$24.94	$24.41	$18.60 - $24.94	$24.41 - $32.46

Share Repurchase

On February 10, 2025, the Company’s Board of Directors (the “Board”) approved a new share repurchase authorization which enables the Company to repurchase up to an additional $400 million of its Class A common stock through privately-negotiated purchases with individual holders or in the open market, bringing the aggregate authorized repurchase amount to $800 million.

During the nine months ended September 30, 2025, the Company repurchased 4.9 million shares at a weighted average price of $20.48 per share for a total amount of $100.0 million. There were no stock repurchases pending settlement and no stock repurchases pending retirement as of September 30, 2025. There were no repurchases for the nine months ended September 30, 2024. Under the terms of the Merger Agreement, Salesforce’s prior written approval is required for the Company to repurchase shares under the previously-approved program pending the completion of the transaction.

Stock Compensation

The stock-based compensation for all equity awards for the periods indicated below are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of revenues	$	7,956	$	8,946	$	24,070	$	26,422
Research and development	22,000		18,390		61,461		52,883
Sales and marketing	21,826		20,694		63,703		60,657
General and administrative	17,826		17,970		50,944		55,638
Total stock-based compensation	$	69,608	$	66,000	$	200,178	$	195,600

Note 12. Income Taxes

The Company computes its income tax provision for interim periods by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss from recurring operations and adjusting for discrete tax items arising in that quarter. The Company's income tax expense was $45.1 million on pretax income of $49.1 million for the three months ended September 30, 2025 and income tax expense of $14.9 million on pretax income of $15.6 million for the nine months ended September 30, 2025, which resulted in an effective tax rate of 92% and 96%, respectively. The Company’s effective tax rate differs from the U.S. statutory rate of 21% primarily due to an increase in its valuation allowance and to a lesser extent from foreign income taxed at different rates and non-deductible stock-based compensation.

The Company’s income tax expense was $29.4 million on pretax income of $15.4 million for the three months ended September 30, 2024 and income tax benefit of $15.2 million on pretax losses of $15.0 million for the nine months ended September 30, 2024, which resulted in an effective tax rate of 191% and 101%, respectively. The Company’s estimated annual effective tax rate differs from the U.S. statutory rate of 21% primarily due to an increase in its valuation allowance and to a lesser extent from foreign income taxed at different rates and non-deductible stock-based compensation.

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ASC 740, Accounting for Income Taxes, provides for the recognition of deferred tax assets if realization of such assets is more likely than not. In assessing the need for a valuation allowance as of September 30, 2025, the Company considered all available evidence both positive and negative, including potential for prudent and feasible tax planning strategies. As a result of this analysis for the nine months ended September 30, 2025, management believes it is more likely than not that the Company’s deferred tax assets, after recorded valuation allowances for its U.S. Federal and State deferred tax assets, and operating loss carryforwards in certain non-U.S. jurisdictions, will be realized.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, making significant changes to the U.S. tax code, including revisions to provisions originally introduced by the Tax Cuts and Jobs Act of 2017. Among other changes, the legislation allows immediate expensing of U.S.-based research and development costs under Internal Revenue Code §174 beginning for the tax year ending December 31, 2025, which reduced the Company’s current year income tax expense. The Company has considered the impact of the tax bill in the tax results for the three months ended September 30, 2025.

Note 13. Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income (loss)	$	3,998	$	(13,985)	$	689	$	177

Weighted-average shares used in computing net income (loss) per share:
Basic	306,268		303,954		303,976		300,606
Effect of dilutive securities	8,247		—		6,551		12,757
Diluted	314,515		303,954		310,528		313,363
Net income (loss) per share attributable to Class A and Class B-1 common stockholders:
Basic	$	0.01	$	(0.05)	$	0.00	$	0.00
Diluted	$	0.01	$	(0.05)	$	0.00	$	0.00

The following potentially dilutive securities were excluded from the computation of diluted net income (loss) per share calculations for the periods presented because the impact of including them would have been anti-dilutive (in thousands):


	Three months ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Stock options outstanding	44	3,698	216	29
RSUs	81	3,446	442	171
PSUs	—	1,469	—	—
ESPP	5	52	37	54

Note 14. Commitments and Contingencies

Long-Term Purchase Obligations

As of September 30, 2025, the Company had long-term purchase obligations of approximately $160.2 million, primarily related to multi-year contracts with third party vendors for cloud services related to its subscription services and software as a service commitments. The expected payments under these

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

commitments total approximately $108.2 million and $52.0 million over the next 1 year and 1-3 years, respectively.

Merger Contingencies

In connection with the pending Merger (as defined in Note 1. Organization and Description of Business), the Company could incur additional liabilities of approximately $40.0 million that are subject to the consummation of the Merger. The contingent liabilities pertain to certain retention bonuses, which will become payable upon consummation of the Merger.

Warranties

The Company generally provides product warranties. These are not separate performance obligations and are outside the scope of ASC 606. To date, the Company’s product warranty expense and obligations have not been material.

The Company’s customer agreements generally include certain provisions for indemnifying the customer against losses, expenses, liabilities, and damages that may be awarded against the customer in the event the Company’s product is found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party. The agreements generally limit the scope of and remedies for such indemnification obligations in a variety of industry-standard respects, including but not limited to certain time and scope limitations and a right to replace an infringing product with a non-infringing product.

The Company believes its internal development processes and other policies and practices limit its exposure related to these indemnification provisions. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. To date, the Company has not had to reimburse any of its customers for any losses related to these indemnification provisions, and no material claims against the Company are outstanding as of September 30, 2025 and December 31, 2024. The Company cannot determine the maximum amount of potential future payments, if any, related to such indemnification provisions due to the limited and infrequent history of prior indemnification claims.

As permitted under Delaware law, the Company has agreements whereby the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was serving, at the Company’s request, in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director and officer insurance coverage that reduces the Company’s exposure and enables the Company to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.

The Company accrues for loss contingencies when available information indicates that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated.

Litigation

The Company is a party to various legal proceedings and claims arising from the normal course of its business activities, including proceedings and claims related to employment and intellectual property related matters.

The Company reviews the status of each matter and records a provision for a liability when it is considered both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed quarterly and adjusted as additional information becomes available. If both of the criteria are not met, the Company assesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a material loss may be incurred, the Company discloses the estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made.

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INFORMATICA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Litigation is subject to inherent uncertainties. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on the Company’s financial position and results of operation for the period in which the unfavorable outcome occurred, and potentially in future periods.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Report and our audited consolidated financial statements and the related notes and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the year ended December 31, 2024 included in the Annual Report on Form 10-K for the year ended December 31, 2024 and filed with the SEC on February 25, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Information Regarding Forward-Looking Statements” included elsewhere in this Report.

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Proposed Transaction with Salesforce

On May 26, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Salesforce, Inc., a Delaware corporation (“Salesforce”) and Phoenix I Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Salesforce (“Merger Sub”). Pursuant to the terms of the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will be merged with and into us, with us continuing as the surviving corporation and as a wholly-owned subsidiary of Salesforce (the “Merger”), and Merger Sub will cease to exist.

At the effective time of the Merger (the “Effective Time”), (a) each issued and outstanding share of Class A common stock, $0.01 par value per share (“Class A common stock”) and Class B-1 common stock, $0.01 par value per share (“Class B-1 common stock”) (other than any of the shares described in the next sentence) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $25.00 per share in cash, without interest (the “Class A and Class B-1 Merger Consideration”), and (b) each issued and outstanding share of Class B-2 common stock, $0.00001 par value per share, of our issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $0.0000100115 per share in cash, without interest (the “Class B-2 Merger Consideration” and together with the Class A and Class B-1 Merger Consideration, the “Merger Consideration”). However, the Merger Consideration will not be paid, nor will any distribution be made, in respect of any shares of our Class A common stock or Class B-1 common stock owned immediately prior to the Effective Time by (1) us (including our treasury shares), Merger Sub, Salesforce or any direct or indirect wholly owned subsidiary of Salesforce, which at the Effective Time will automatically be cancelled without any conversion thereof, and (2) stockholders or beneficial owners of shares of our common stock who have neither voted in favor of the Merger nor consented thereto in writing and who have properly and timely demanded appraisal for such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”, and such shares, the “Dissenting Shares”). At the Effective Time, holders of any Dissenting Shares will be entitled only to such rights as are granted by the DGCL. From and after the Effective Time, all shares of our common stock shall cease to be issued and outstanding and shall automatically be cancelled and retired and shall cease to exist. As a result of the Merger, we will cease to be a publicly-traded company.

The Merger Agreement and Merger Consideration have been approved by the boards of directors of both Salesforce and us. The Merger Agreement and the Merger also have been approved by EvomLux S.à.r.l., Ithaca L.P. (together, “Permira”) and Canada Pension Plan Investment (“CPP Investments”) (each a "Sponsor" and together the “Sponsors"), which together hold a majority of the outstanding shares of Class A common stock and Class B-1 common stock. As a result, no further approval of our stockholders is required under applicable law, our amended and restated certificate of incorporation or the Merger Agreement to adopt the Merger Agreement. The Merger is expected to close in the fourth quarter of Salesforce's fiscal year 2026 or early in Salesforce’s fiscal year 2027, which begins on February 1, 2026, subject to the receipt of required regulatory clearances and satisfaction of other customary closing conditions set forth in the Merger Agreement.

The Merger Agreement contains certain customary termination rights for us and Salesforce and provides that a termination fee of $253 million will be payable by us to Salesforce upon termination of the Merger Agreement under certain circumstances, including where Salesforce terminates the Merger Agreement as a result of our breach of the Merger Agreement following receipt of a bona fide acquisition proposal that has not been withdrawn at least three business days prior to the date of such termination, and within 12 months of such termination, we enter into a definitive agreement providing for an acquisition proposal or consummates an acquisition proposal. In certain circumstances, a regulatory termination fee of $363 million will be payable by Salesforce to us in the event that the Merger Agreement is terminated due to the failure to obtain certain required regulatory approvals.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 of our Current Report on Form 8-K filed on May 28, 2025, and incorporated by reference herein.

Overview

We have pioneered a new category of software, the Intelligent Data Management Cloud (“IDMC”). IDMC is our artificial intelligence (“AI”) powered platform that connects, manages, and unifies data across any public cloud or hybrid cloud environment, empowering enterprises to modernize and advance their data strategies.

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We generate revenues from the sale of subscriptions for our software products, maintenance agreements supporting perpetual licenses mainly sold in prior periods, and professional services. We have grown our subscription revenue to $891.7 million and $804.2 million for the nine months ended September 30, 2025 and 2024, respectively.

We previously presented Subscriptions and Perpetual license revenues separately on our condensed consolidated statement of operations. Because revenues for perpetual licenses are not material for current or past periods due to our transition to a cloud-only, consumption-driven strategy, we combined these amounts and have retrospectively adjusted past periods for comparative purposes. We continue to renew our maintenance contracts related to the perpetual licenses sold in prior periods and recognize maintenance revenue which is presented as a part of Maintenance and professional services on our condensed consolidated statement of operations.

Our products can be subscribed to as individually distinct product families or together as an integrated platform to support complex data management needs and mission critical workloads. Our products are subscribed through contracts primarily with a one-, two- or three-year term, with an average contract term of approximately two years for the quarter ending September 30, 2025. Substantially all of our subscription customers pay us annual fees in advance at the start of each contract year. We recognize revenue from our cloud subscription on a ratable basis over the contract term. We generally recognize the majority of the revenue from our self-managed subscription-based licenses at the start of the contract term. The remaining portion of self-managed subscription fees attributable to related support services are generally recognized on a ratable basis over the contract term.

We use a consumption-based pricing model to provide customers greater flexibility regarding use and consumption of a broad array of our cloud subscription offerings. The consumption-based pricing model is based on Informatica Processing Units (“IPUs”), which is an innovative way to measure the consumption of our cloud-based services, or Master Data Management (“MDM”) records. Under the consumption-based model, customers pre-purchase a maximum number of IPUs to be consumed per month, or MDM records to be managed, over the subscription term.

In the first quarter of 2023, we introduced a variation of the IPU consumption-based pricing model called Flex IPUs. Under this model, customers pre-purchase a number of Flex IPUs to be consumed per year of the subscription term. Additional fees are charged for incremental IPUs consumed above the annual maximum, if the customer’s usage requires it.

Our maintenance revenues consist of recurring maintenance fees related to perpetual licenses mainly sold in prior periods. Our recurring maintenance fees grant our customers access to software updates and support for our perpetual license products.

We generate professional services revenues through one-time fees associated with implementation, education, and consulting services related to our software products. We recognized $358.7 million and $407.5 million of maintenance and professional services revenues during the nine months ended September 30, 2025 and 2024, respectively.

We market and sell our subscription products primarily through our global direct sales team, which is enhanced by our relationships and collaboration with our partners that include global system integrators such as Deloitte and Accenture, hyperscale cloud platform providers such as AWS, Microsoft Azure, Google Cloud and Oracle Cloud, and other channel partners such as value added resellers and distributors. Our sales organization consists of marketing, sales development, inside sales, and field sales personnel. It is generally organized by region, customer size and certain industry verticals. Cloud hyperscalers help us amplify our commercial reach when we jointly engage in cloud modernization efforts. In addition, our global system integrator partners provide implementation services for our products for customers as part of their support of broader, overall cloud modernization initiatives.

Historically, we have focused our selling efforts on executives such as chief information officers (“CIO”) and chief data officers (“CDO”) who are often making decisions to subscribe to our products for their most important business initiatives. CIOs adopt our platform as part of their analytics and AI projects, cloud migration journey, application modernization efforts, and business 360 initiatives. CDOs utilize our products as part of their overall data governance, access, and security strategies in order to democratize data access for everyone across the company.

We employ a “land and expand” model to increase sales to our existing customer base. Once customers have purchased IPUs to utilize our products—for example, Data Integration—they often identify additional use

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cases for our software and expand their use of our products accordingly. For example, as a customer seeks to expand the distribution of data-centric reports powered by our data integration solutions to a broader set of internal or external users, enhanced levels of data quality and control may be required, prompting subscription to our Data Quality and Data Governance families of products. We also market our cloud subscription to our large installed base of perpetual license maintenance and self-managed subscription license customers, enabling them to advance their cloud modernization efforts to migrate existing processes and net new workloads from costly-to-maintain on-premises IT infrastructure to lower-cost cloud architecture. In 2023, we released PowerCenter Cloud Edition to accelerate and automate much of the migration effort associated with modernizing from on-premises PowerCenter to IDMC and in 2025, we announced a timeline for the end of standard support for our on-premises PowerCenter offering. To date, we have signed agreements to migrate approximately 16.6% of that installed base maintenance and self-managed on-premises revenue to our cloud solution.

Purchasing patterns for our products have followed quarterly and seasonal trends that we expect to continue. We typically sell a substantial portion of our cloud services in the last month of each quarter, and demand for our products and professional services are generally highest in the fourth quarter and lowest in the first quarter of each year.

Factors Affecting Our Performance

We believe that the growth of our business and our future success are dependent upon many factors, including those described below, as well as the proposed acquisition by Salesforce. While each of these factors presents significant opportunities for us, these factors also pose important challenges that we must successfully address in order to sustain the growth of our business and improve our results of operations.

Continued Adoption of our Cloud Subscription Offerings. Our success will largely depend on customers’ continued uptake of our cloud subscription offerings. Our success will also largely depend on the value businesses place on data management as part of their overall digital transformation initiatives and the timing and willingness of businesses to move their data and workloads to the cloud. As companies from all industries continue to shift to cloud-based services, we believe demand for our platform and cloud subscription offerings will increase. A large majority of our subscription products were architected to be deployed natively in public, private, or hybrid cloud environments. In addition, we assist our customers with migrations of their Informatica self-managed data integration, data quality and MDM installations to our corresponding cloud solutions. Our future growth will depend in part on our ability to develop new market-leading cloud subscription offerings to expand the offerings in our platform.

New Customer Acquisition. Our future growth depends in part on our ability to acquire new customers. Our ability to attract new customers will depend in part on our ability to continue to compete effectively against a variety of different vendors who offer existing data management products, as well as our ability to convert companies into paying customers who are using custom-built solutions. Additionally, we will continue to rely on our sales and marketing team to effectively and efficiently identify and engage with prospective customers, increase brand awareness, and drive adoption of our products. We also have a business development team for our go-to-market strategy that is focused on growing adoption of our products by targeting key business personnel adjacent to technical roles.

Expansion Within our Customer Base. Our business depends, in part, on our ability to expand within our large existing customer base by adding new products, addressing cloud modernization initiatives, and growing with our customers’ overall data footprint. We have successfully expanded our existing customers’ adoption of our platform through upselling and cross-selling, as evidenced by our Cloud Subscription NRR (as defined below in Key Business Metrics), which was 120% and 126% at the Global Parent Level (as defined below in Key Business Metrics) for the nine months ended September 30, 2025 and 2024, respectively. We continuously focus on increasing the value our customers derive from our platform and often become a strategic vendor to them in the process.

Retention of Existing Customers. Our business also depends, in part, on our ability to retain our existing customer base. We typically enjoy a high customer renewal rate, which we attribute to the fact that our products are embedded in mission-critical applications, as well as the fact that we have an expansive product portfolio and world-class customer success organization. For example, as of September 30, 2025 and 2024, our

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maintenance renewal rate1 was 93% and 94%, respectively. We intend to continue investing in our products and customer success organization to maintain these favorable retention rates.

Investment in Partner Go-to-Market Efforts. Our business and results of operations will also be significantly affected by our success in strengthening our relationships with strategic partners, including cloud hyperscalers; cloud partners; global system integrators (“GSI”); and other channel partners such as regional system integrators, value-added resellers and distributors. We believe further developing these key strategic relationships will help us scale and enhance co-selling of our products and services with these partners. Many of our GSI partners have built Centers of Excellence inside their Data and AI practices and have staffed them with Informatica IDMC skilled resources and many have also built solutions which include Informatica in the standard architecture. These developments have helped to expand our footprint with our largest partners and to be recommended more often and in more customer accounts. We plan to continue to strengthen and expand our network of strategic partners to increase sales to both new and existing customers and offer new and existing products on partner marketplaces. We believe that investing in sales enablement and co-selling efforts with our strategic partners will broaden our distribution footprint globally and extend and improve our engagement with a broad set of prospective customers.

Global Macroeconomic Factors. Uncertainty in the macroeconomic environment, including interest rate volatility, shifting foreign exchange rates, and geopolitical pressures, including the war in Ukraine and the conflicts in the Middle East, and associated global economic conditions, including international trade regulations and tariffs, have resulted in volatility in credit, equity, and foreign currency markets. These macroeconomic conditions have and are likely to continue to adversely affect the buying patterns of our customers and prospective customers, including the length of sales cycles, our overall pipeline and pipeline conversion rates, and our revenue growth expectations. For example, beginning in the second quarter of 2022, and continuing through 2025, we have experienced an impact from the current macroeconomic environment as prospective and existing customers applied elevated levels of scrutiny to purchasing decisions that adversely impacted the ability to close new business. We experienced these headwinds at an increasing magnitude beginning in the third quarter of 2022, and we expect some or all of the global macroeconomic factors will continue to impact our operations.

Refer to the section titled “Risk Factors” for further discussion of the possible impact of the global macroeconomic factors on our business.

Key Business Metrics and Non-GAAP Financial Measure

We review a number of operating and financial metrics, including the following unaudited key business metrics and non-GAAP financial measure to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.


	September 30,
	2025			2024

	(in thousands, except percentages)
Cloud Subscription Annual Recurring Revenue	$	968,623		$	747,811
Self-managed Subscription Annual Recurring Revenue	374,492			471,030
Maintenance Annual Recurring Revenue on Perpetual Licenses	404,708			462,935
Total Annual Recurring Revenue	$	1,747,823		$	1,681,776

Cloud Subscription Net Retention Rate (Global Parent level)	120		%	126		%

1 We compute the maintenance renewal rate by assessing the annual value of maintenance contracts for perpetual licenses that expire or have an anniversary date within the current quarter (denominator) and compare this to the annual renewed value or amount not cancelled for that set of contracts, including price uplifts, if any, realized on renewed contracts (numerator). The maintenance renewal rate includes the impact from customer churn from modernizations due to migration to cloud offerings. We typically allow for a grace period of up to six months past the original contract expiration quarter during which we engage in the renewal process before we report the contract as lost/inactive. This grace-period renewal amount has been an immaterial portion over the last three years. If there is an actual cancellation for a maintenance contract, we count that amount as removed from the numerator in that period. If a customer cancels a maintenance contract and migrates the underlying product to one of our cloud subscription, this loss of maintenance would be counted as a cancellation and reduce our maintenance renewal rate.

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Key Business Metrics

Annual Recurring Revenue

Annual Recurring Revenue (“ARR”) represents the expected annual billing amounts from all active maintenance and subscription agreements. ARR is calculated based on the contract Monthly Recurring Revenue (“MRR”) multiplied by 12. MRR is calculated based on the accounting adjusted total contract value divided by the number of months of the agreement based on the start and end dates of each contracted line item. The aggregate ARR calculated at the end of each reported period represents the value of all contracts that are active as of the end of the period, including those contracts that have expired but are still under negotiation for renewal. We typically allow for a grace period of up to 6 months past the original contract expiration quarter during which we engage in the renewal process before we report the contract as lost /inactive. This grace-period ARR amount has been approximately 2% or less of the reported ARR in each period presented. If there is an actual cancellation of an ARR contract, we remove that ARR value at that time.

We believe ARR is an important metric for understanding our business since it tracks the annualized cash value collected over a 12-month period for all of our recurring contracts, irrespective of whether it is a maintenance contract on a perpetual license, a ratable cloud contract, or a self-managed term-based subscription license. ARR should be viewed independently of total revenue and deferred revenue related to our subscription and services contracts and is not intended to be combined with or to replace either of those items.

Cloud Subscription Annual Recurring Revenue

Cloud Subscription Annual Recurring Revenue (“Cloud Subscription ARR”) represents the portion of ARR that is attributable to our hosted cloud contracts.

We believe that Cloud Subscription ARR is a helpful metric for understanding our business since it represents the approximate annualized cash value collected over a 12-month period for all of our recurring Cloud contracts. Cloud Subscription ARR should be viewed independently of cloud subscription revenue and deferred revenue related to our subscription contracts and is not intended to be combined with or to replace either of those items.

Self-managed Subscription Annual Recurring Revenue

Self-managed Subscription Annual Recurring Revenue ("Self-Managed Subscription ARR") represents the portion of ARR that is attributable to our self-managed subscription contracts.

We believe that Self-Managed Subscription ARR is a helpful metric for understanding our business since it represents the approximate annualized cash value collected over a 12-month period for all of our recurring self-managed subscription contracts. Self-Managed Subscription ARR should be viewed independently of subscription revenue and deferred revenue related to our subscription contracts and is not intended to be combined with or to replace either of those items. As we continue to shift our focus from perpetual to cloud, we expect Self-managed Subscription ARR will decrease in future quarters.

Maintenance Annual Recurring Revenue

Maintenance Annual Recurring Revenue (“Maintenance ARR”) represents the portion of ARR only attributable to our maintenance contracts.

We believe that Maintenance ARR is a helpful metric for understanding our business since it represents the approximate annualized cash value collected over a 12-month period for all our maintenance contracts. Maintenance ARR includes maintenance contracts supporting our perpetual licenses. Maintenance ARR should be viewed independently of maintenance revenue and deferred revenue related to our maintenance contracts and is not intended to be combined with or to replace either of those items. As we continue to shift our focus from perpetual to cloud, we expect Maintenance ARR will decrease in future quarters.

Cloud Subscription Net Retention Rate

Cloud Subscription Net Retention Rate (“Cloud Subscription NRR”) compares the contract value for Cloud Subscription ARR from the same set of customers at the end of a period compared to the prior year. We treat divisions, segments, or subsidiaries of a company as one customer when defining the Global Parent level. Global Parent customers are determined using Dun & Bradstreet GDUNS identifiers. To calculate our Cloud Subscription NRR for a particular period, we first establish the Cloud Subscription ARR value at the end of the

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prior year period. We subsequently measure the Cloud Subscription ARR value at the end of the current period from the same cohort of customers. Cloud Subscription NRR is then calculated by dividing the aggregate Cloud Subscription ARR in the current period by the prior year period. An increase in the Cloud Subscription NRR occurs as a result of price increases on existing contracts, higher consumption of existing products, and sales of additional new subscription products to existing customers exceeding losses from subscription contracts due to price decreases, usage decreases and cancellations. We believe Cloud Subscription NRR is an important metric for understanding our business since it measures the rate at which we are able to sell additional products into our cloud subscription customer base.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP in the United States, we believe the following non-GAAP measure is useful in evaluating our operating performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as tools for comparison. A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business.

Adjusted EBITDA

We define adjusted EBITDA as GAAP net (loss) income as adjusted for income tax benefit (expense), interest income, interest expense, debt refinancing costs, other income (expense) net, stock-based compensation-related charges, including employer payroll tax-related items on employee stock transactions, amortization of intangibles, facility impairment, expenses associated with restructuring efforts, expenses associated with acquisitions, sponsor-related costs and depreciation. We believe adjusted EBITDA is an important metric for understanding our business to assess our relative profitability adjusted for balance sheet debt levels.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

	(in thousands)
GAAP net (loss) income	$	3,998	$	(13,985)	$	689	$	177
Income tax benefit	45,055		29,391		14,868		(15,154)
Interest income	(13,751)		(14,829)		(40,011)		(42,001)
Interest expense	29,749		36,345		88,758		113,775
Debt refinancing costs	—		—		—		1,366
Other expense (income), net	(4,185)		14,011		30,300		5,459
Stock-based compensation-related charges	72,812		67,401		206,314		200,078
Amortization of intangibles	25,679		30,792		76,549		96,310
Facility impairment	—		—		624		—
Restructuring	—		1,554		—		6,808
Acquisition-related costs	2,092		364		14,120		7,569
Sponsor-related costs	—		—		176		773
Depreciation	3,383		3,745		9,988		9,816
Adjusted EBITDA	$	164,832	$	154,789	$	402,375	$	384,976

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Components of Results of Operations

Subscription Revenues

Subscription Revenues. Subscription revenues consist of revenues from customers from cloud subscription, self-managed subscription licenses, self-managed subscription support and other. We previously presented Subscriptions and Perpetual license revenues separately on our condensed statement of operations. Because revenue for perpetual licenses are not material for current or past periods due to our transition to a cloud-only, consumption-driven strategy, we combined these amounts and have retrospectively adjusted past periods for comparative purposes. Revenues from our cloud subscription are recognized over time on a ratable basis over the contract term beginning on the date that the service is made available to the customer or on the date the contractual term commences, if later. The Company’s cloud subscription include cloud functionalities and, for most products, also a secure agent that is installed in a customer’s environment, either on their third-party cloud infrastructure or on a customer’s premises. The secure agent performs tasks and enables secure communication behind a customer’s firewall with the cloud functionalities. For these products, customers are not able to use either the cloud functionalities or secure agent for their intended purpose on their own without use of the other component. The cloud functionalities and secure agent are accounted for together as a single performance obligation because we have concluded that the cloud functionalities and secure agent are highly interdependent and interrelated based on the significant two-way dependency between the components. The majority of the revenues expected over the term of our self-managed subscription licenses is recognized at a point in time upon transfer of control of the license to the customer. Support and other services sold with self-managed subscription licenses are recognized over time on a ratable basis over the contract term beginning on the date the service is made available to the customer. In general, new subscription contracts are typically one to three years in length, with an average contract duration of approximately two years. However, we have experienced and expect to continue to experience a reduction in contract duration for self-managed subscription license renewals, which would reduce the amount of revenue that we recognize upfront on renewal transactions. Our subscription software fees are typically billed annually in advance in equal installments across the term of the contracts for both cloud and self-managed subscriptions.

Maintenance and Professional Services Revenues

Maintenance Revenues. Maintenance revenue, which consists of fees for ongoing support and product updates mainly for our previously sold perpetual licenses, is recognized ratably over the term of the contract, typically one year. Maintenance contracts are generally billed annually in advance. We expect our maintenance revenues to gradually decrease over time as we have ceased actively selling new perpetual licenses and our customers are expected to transition over time to our subscription-based licensing model and adopt our cloud subscription offerings.

Professional Services Revenues. Professional services revenues consist of non-recurring fees associated with implementation, education, and consulting services related to our software products. Consulting revenues are primarily related to configuration, installation, and implementation of our products. These services are generally performed on a time-and-materials basis and, accordingly, revenues are recognized as the services are performed. Consulting services, if included as part of the software arrangement, generally do not entail significant modification or customization of the software and hence, such services are not considered essential to the functionality of the software. Education service revenues are generated from classes offered at our headquarters, sales and training offices, customer locations, and online. Revenues are recognized as the classes are delivered or when the subscription period ends. We believe that our consulting and education services organization facilitates the adoption of our service offerings, helps us to secure larger subscription revenue contracts, and supports our customers' success. We expect professional services revenues to continue to decrease as a result of our strategy to shift more of our customers' implementation and support work to our professional services partners.

Cost of Revenues

Cost of Subscription Revenues. Cost of subscription revenues consists primarily of fees paid to third-party vendors for cloud services related to our subscription services, fees paid to third parties for software used by us to deliver, monitor and secure our subscription products, salaries, stock-based compensation, and other

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internal personnel-related expenses to operate and secure our hosting infrastructure; and royalties paid to postal authorities for address data and other vendors that provide content for our data-as-a-service offerings. In addition, these expenses include costs which are personnel-related expenses from our IT, Facilities and Procurement functions and expenses related to occupancy and enterprise systems allocated based on headcount (“Shared Costs”).

Cost of Maintenance and Professional Services Revenues. Our cost of service revenues is a combination of costs of maintenance, consulting and education services revenues. Our cost of maintenance revenues consists primarily of costs associated with customer service salaries, stock-based compensation and other personnel-related expenses, and royalty fees for maintenance related to third-party software providers. Cost of consulting revenues consists primarily of salaries, stock-based compensation and other personnel-related expenses, subcontractor costs and travel, entertainment, Shared Costs, and other expenses. Cost of education services revenues consists primarily of the costs of providing education classes and materials at our headquarters, sales and training offices and customer locations.

Amortization of Acquired Technology. Amortization of acquired technology is the amortization of technologies recorded primarily as a result of the 2015 transaction where the Company was taken private by our Sponsors (the “2015 Privatization Transaction”) and, to a lesser extent, from business acquisitions and acquired technology licenses.

Operating Expenses

Research and Development

Our research and development expenses consist primarily of salaries and other personnel-related expenses, stock-based compensation, outside services, travel expenses, Shared Costs, software expenses associated with the development of new products, enhancement and localization of existing cloud products, and quality assurance and development of documentation for our products. Research and development costs are generally expensed as incurred in accordance with ASC 730, Research and Development. Software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased, or Marketed, and under ASC 350-40, Internal-Use Software, were not material to our condensed consolidated financial statements for the nine months ended September 30, 2025 and 2024. With our cloud-only, consumption-driven strategy, we intend to further focus our research and development efforts on our cloud subscription offerings. We expect this to lead to cost savings in research and development expense as a percentage of total revenues.

Sales and Marketing

Our sales and marketing expenses consist primarily of salaries and other personnel-related expenses, including commissions and bonuses, stock-based compensation, costs of public relations, seminars, marketing programs, lead generation, travel and entertainment, trade shows, software expenses, outside services and Shared Costs. With our cloud-only, consumption-driven strategy, we intend to further focus our go-to-market efforts on our cloud subscription offerings. We expect this to lead to cost savings in sales and marketing expense as a percentage of total revenues.

General and Administrative

Our general and administrative expenses consist primarily of salaries, stock-based compensation, and other personnel-related expenses for finance, human resources, legal, and general management, as well as professional service expenses associated with recruiting, legal, tax and accounting services, travel expenses and Shared Costs. We expect our general and administrative expenses to continue to increase in absolute dollars for the foreseeable future but may vary as a percentage of total revenues.

Amortization of Intangible Assets

Amortization of intangible assets is the amortization of customer relationships, and trade names and trademarks recorded as a result of the 2015 Privatization Transaction and, to a lesser extent, acquired through business acquisitions.

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Restructuring

Restructuring charges include our reorganization activities. On November 1, 2023, we announced a plan to reduce our workforce by approximately 500 employees, representing approximately 10% of the then-current global workforce, and reduce our global real estate footprint (the “November Plan”).

Interest Income (Expense) and Other Income (Expense), Net

Interest income (expense) and other income (expense), net consists primarily of interest expense, interest income earned on our cash, cash equivalents, investments, unrealized foreign exchange gain and loss on monetary assets and liabilities, debt refinancing costs, foreign exchange transaction gains and losses and rental income.

Income Taxes

We use the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes. Under this method, income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the Company’s condensed consolidated financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of currently enacted tax laws. We evaluate the realization of deferred tax assets based on all available evidence and establish a valuation allowance to reduce deferred tax assets when it is more likely than not that they will not be realized.

Results of Operations

The following table sets forth our condensed consolidated statement of operations data for the periods indicated (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Revenues:
Subscription revenue	$	320,661	$	287,934	$	891,705	$	804,238
Maintenance and professional services	118,500		134,547		358,697		407,475
Total revenues	439,161		422,481		1,250,402		1,211,713
Cost of revenues:
Subscription costs	53,426		48,768		160,777		142,978
Maintenance and professional services costs	26,999		31,894		80,906		100,273
Amortization of acquired technology	540		947		1,609		3,008
Total cost of revenues	80,965		81,609		243,292		246,259
Gross profit	358,196		340,872		1,007,110		965,454
Operating expenses:
Research and development	85,356		80,316		255,569		239,204
Sales and marketing	139,539		133,517		437,142		418,403
General and administrative	47,296		44,707		144,855		144,115
Amortization of intangible assets	25,139		29,845		74,940		93,302
Restructuring	—		1,554		—		6,808
Total operating expenses	297,330		289,939		912,506		901,832
Income from operations	60,866		50,933		94,604		63,622
Interest income	13,751		14,829		40,011		42,001
Interest expense	(29,749)		(36,345)		(88,758)		(113,775)
Other income (expense), net	4,185		(14,011)		(30,300)		(6,825)
Income (loss) before income taxes	49,053		15,406		15,557		(14,977)
Income tax expense (benefit)	45,055		29,391		14,868		(15,154)
Net income (loss)	$	3,998	$	(13,985)	$	689	$	177

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The following table presents certain financial data for the periods indicated as a percentage of total revenues:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024


Revenues:
Subscription revenue	73	%	68	%	71	%	66	%
Maintenance and professional services	27		32		29		34
Total revenues	100		100		100		100
Cost of revenues:
Subscription costs	12		12		13		12
Maintenance and professional services costs	6		7		6		8
Amortization of acquired technology	—		—		—		—
Total cost of revenues	18		19		19		20
Gross profit	82		81		81		80
Operating expenses:
Research and development	19		19		20		20
Sales and marketing	32		32		35		35
General and administrative	11		11		12		12
Amortization of intangible assets	6		7		6		8
Restructuring	—		—		—		1
Total operating expenses	68		69		73		76
Income from operations	14		12		8		4
Interest income	3		4		3		4
Interest expense	(7)		(9)		(7)		(9)
Other income (expense), net	1		(3)		(2)		(1)
Income (loss) before income taxes	11		4		2		(2)
Income tax expense (benefit)	10		7		1		(2)
Net income (loss)	1		(3)		1		—

Revenues

The following table sets forth, for the periods indicated, our revenues (in thousands, except percentages):


	Three Months Ended September 30,				Percent Change		Nine Months Ended September 30,				Percent Change
	2025		2024				2025		2024
Cloud subscription(i)	$	230,397	$	175,809	31	%	$	640,263	$	488,669	31	%
Self-managed subscription support and other(i)	38,839		46,627		(17)	%	121,299		144,126		(16)	%
Maintenance(ii)	100,275		115,309		(13)	%	306,403		349,469		(12)	%
Total revenue recognized over time	369,511		337,745		9	%	1,067,965		982,264		9	%
Self-managed subscription license recognized at a point in time(i)(iii)	51,425		65,498		(21)	%	130,143		171,443		(24)	%
Total subscription and maintenance revenue	420,936		403,243		4	%	1,198,108		1,153,707		4	%
Professional services(ii)	18,225		19,238		(5)	%	52,294		58,006		(10)	%
Total revenues	439,161		422,481		4	%	1,250,402		1,211,713		3	%

(i) Included in Subscription revenue on the condensed consolidated statements of operations.

(ii) Included in Maintenance and Professional services revenue on the condensed consolidated statements of operations.

(iii) We previously presented Perpetual license revenue separately. Because revenue for perpetual licenses are not material for current or past periods due to our transition to a cloud-only, consumption-driven strategy, we have combined these amounts into Self-managed subscription license recognized at a point in time and retrospectively adjusted past periods for comparative purposes.

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or the contractual term commences. Professional services are recognized as services are provided. As we continue the shift to our cloud-only, consumption-driven strategy, we are presenting revenue on this basis to demonstrate the timing of revenue recognition related to each component of total revenues.

Total revenues increased to $439.2 million during the three months ended September 30, 2025 compared to $422.5 million for the three months ended September 30, 2024. The increase in total revenues of $16.7 million (or 4%) is primarily due to a 11% increase in subscription revenues, partially offset by a 12% decrease in maintenance and professional service revenues.

Total revenues increased to $1,250.4 million during the nine months ended September 30, 2025 compared to $1,211.7 million for the nine months ended September 30, 2024. The increase in total revenues of $38.7 million (or 3%) is primarily due to a 11% increase in subscription revenues, partially offset by a 12% decrease in maintenance and professional service revenues.

Total subscription revenues increased to $320.7 million (or 73% of total revenues) during the three months ended September 30, 2025 from $287.9 million (or 68% of total revenues) for the three months ended September 30, 2024. The increase in subscription revenues of $32.8 million (or 11%) is primarily due to a 31% increase in cloud subscription revenue, partially offset by a 21% decrease in self-managed license recognized at a point in time and a 17% decrease in self-managed subscription support and other revenues.

Total subscription revenues increased to $891.7 million (or 71% of total revenues) during the nine months ended September 30, 2025 from $804.2 million (or 66% of total revenues) for the nine months ended September 30, 2024. The increase in subscription revenues of $87.5 million (or 11%) is primarily due to a 31% increase in cloud subscription revenue, partially offset by a 24% decrease in self-managed license recognized at a point in time and a 16% decrease in self-managed subscription support and other revenues.

Total maintenance and professional services revenues decreased to $118.5 million (or 27% of total revenues) during the three months ended September 30, 2025 from $134.5 million (or 32% of total revenues) for the three months ended September 30, 2024. The decrease in maintenance and professional services revenue of $16.0 million (or 12%) is primarily due to a 13% decrease in maintenance revenue and a 5% decrease in professional services revenue.

Total maintenance and professional services revenues decreased to $358.7 million (or 29% of total revenues) during the nine months ended September 30, 2025 from $407.5 million (or 34% of total revenues) for the nine months ended September 30, 2024. The decrease in maintenance and professional services revenue of $48.8 million (or 12%) is primarily due to a 12% decrease in maintenance revenue and a 10% decrease in professional services revenue.

Total revenue recognized over time

Our revenues recognized over time increased to $369.5 million (or 84% of total revenues) for the three months ended September 30, 2025 from $337.7 million (or 80% of total revenues) for the three months ended September 30, 2024. The increase in revenues recognized over time of $31.8 million (or 9%) is primarily due to an 31% increase in cloud subscription revenue, offset by the 17% decrease in self-managed subscription support and other revenues and a 13% decrease in maintenance revenues.

Our revenues recognized over time increased to $1,068.0 million (or 85% of total revenues) for the nine months ended September 30, 2025 from $982.3 million (or 81% of total revenues) for the nine months ended September 30, 2024. The increase in revenues recognized over time of $85.7 million (or 9%) is primarily due to a 31% increase in cloud subscription revenue, offset by the 16% decrease in self-managed subscription support and other revenues and a 12% decrease in maintenance revenues.

Our cloud subscription revenues increased to $230.4 million (or 52% of total revenues) for the three months ended September 30, 2025 from $175.8 million (or 42% of total revenues) for the three months ended September 30, 2024. The increase in cloud subscription revenues of $54.6 million (or 31%) was due to an increase in our cloud subscription customers and continued expansion within existing cloud customers.

Our cloud subscription revenues increased to $640.3 million (or 51% of total revenues) for the nine months ended September 30, 2025 from $488.7 million (or 40% of total revenues) for the nine months ended September 30, 2024. The increase in cloud services revenues of $151.6 million (or 31%) was due to an increase in our cloud subscription customers and continued expansion within existing cloud customers.

Our self-managed subscription support and other revenues decreased to $38.8 million (or 9% of total revenues) for the three months ended September 30, 2025 from $46.6 million (or 11% of total revenues) for the

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three months ended September 30, 2024. The decrease in self-managed subscription support and other revenues of $7.8 million (or 17%) was primarily driven by our continued shift from self-managed subscription licenses to cloud services as part of our cloud only, consumption driven strategy.

Our self-managed subscription support and other revenues decreased to $121.3 million (or 10% of total revenues) for the nine months ended September 30, 2025 from $144.1 million (or 12% of total revenues) for the nine months ended September 30, 2024. The decrease in self-managed subscription support and other revenues of $22.8 million (or 16%) was primarily driven by our continued shift from self-managed subscription licenses to cloud services as part of our cloud only, consumption driven strategy.

We expect self-managed subscription support and other revenues to decrease gradually in dollar value and as a percentage of total revenue due to the continued migrations from self-managed subscription licenses to our cloud subscription offerings.

Our maintenance revenues decreased to $100.3 million (or 23% of total revenues) for the three months ended September 30, 2025 from $115.3 million (or 27% of total revenues) for the three months ended September 30, 2024. The decrease of $15.0 million (or 13%) was due to non-renewals of legacy maintenance contracts for on-premise licenses, including migrations from perpetual licenses to our cloud subscription offerings, partially offset by price uplifts upon renewal.

Our maintenance revenues decreased to $306.4 million (or 25% of total revenues) for the nine months ended September 30, 2025 from $349.5 million (or 29% of total revenues) for the nine months ended September 30, 2024. The decrease of $43.1 million (or 12%) was due to non-renewals of legacy maintenance contracts for on-premise licenses, including migrations from perpetual licenses to our cloud subscription offerings, partially offset by price uplifts upon renewal.

We expect maintenance revenues to continue to decrease gradually in dollar value and as a percentage of total revenue due to the cessation of sales of perpetual licenses, continued migrations from perpetual licenses to our cloud subscription offerings and customers not renewing due to no longer having a use case.

Total revenues recognized at a point in time

Our self-managed subscription license recognized at a point in time decreased to $51.4 million (or 12% of total revenues) for the three months ended September 30, 2025 from $65.5 million (or 16% of total revenues) for the three months ended September 30, 2024. The decrease in self-managed subscription license revenues of $14.1 million (or 21%) was primarily driven by our continued shift from self-managed subscription licenses to cloud services as part of our cloud only, consumption driven strategy.

Our self-managed subscription license recognized at a point in time decreased to $130.1 million (or 10% of total revenues) for the nine months ended September 30, 2025 from $171.4 million (or 14% of total revenues) for the nine months ended September 30, 2024. The decrease in self-managed subscription license revenues of $41.3 million (or 24%) was primarily driven by our continued shift from self-managed subscription licenses to cloud services as part of our cloud only, consumption driven strategy.

We continue to expect self-managed subscription license revenues to decrease, with the cloud subscription revenues increasing as a percentage of total revenues, driven by our cloud only, consumption driven strategy.

Professional services

Professional services revenues decreased to $18.2 million (or 4% of total revenues) for the three months ended September 30, 2025 compared to $19.2 million (or 5% of total revenues) for the three months ended September 30, 2024. The decrease of $1.0 million (or 5%) in professional services revenues was primarily due to our strategic shift to have third party providers perform an increasing share of our customers’ implementation work.

Professional services revenues decreased to $52.3 million (or 4% of total revenues) for the nine months ended September 30, 2025 compared to $58.0 million (or 5% of total revenues) for the nine months ended September 30, 2024. The decrease of $5.7 million (or 10%) in professional services revenues was primarily due to our strategic shift to have third party providers perform an increasing share of our customers’ implementation work.

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Cost of Revenues

The following table sets forth, for the periods indicated, our cost of revenues (in thousands, except percentages):


	Three Months Ended September 30,						Percent Change		Nine Months Ended September 30,						Percent Change
	2025			2024					2025			2024
Cost of subscription revenues	$	53,426		$	48,768		10	%	$	160,777		$	142,978		12	%
Cost of maintenance and professional services revenues	26,999			31,894			(15)	%	80,906			100,273			(19)	%
Amortization of acquired technology	540			947			(43)	%	1,609			3,008			(47)	%
Total cost of revenues	$	80,965		$	81,609		(1)	%	$	243,292		$	246,259		(1)	%
Cost of subscription revenues, as a percentage of subscription revenues	17		%	17		%			18		%	18		%
Cost of maintenance and professional services revenues, as a percentage of maintenance and professional service revenues	23		%	24		%			23		%	25		%

Cost of Subscription Revenues

Cost of subscription revenues increased to $53.4 million (or 17% of subscription revenues) for the three months ended September 30, 2025 compared to $48.8 million (or 17% of subscription revenues) for the three months ended September 30, 2024. The increase of $4.6 million (or 10%) for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to a $4.8 million increase in fees paid to third-party vendors for hosting services related to our subscription services, and a $1.3 million increase in salaries and other personnel-related expenses, partially offset by $1.5 million decrease in software and other expenses.

Cost of subscription revenues increased to $160.8 million (or 18% of subscription revenues) for the nine months ended September 30, 2025 compared to $143.0 million (or 18% of subscription revenues) for the nine months ended September 30, 2024. The increase of $17.8 million (or 12%) for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to a $14.3 million increase in fees paid to third-party vendors for hosting services related to our subscription services, a $4.6 million increase in salaries and other personnel-related expenses, and a $2.4 million increase in Shared Costs and other expenses, partially offset by a $1.5 million decrease in software and equipment cost, a $1.2 million decrease in royalty costs, and a $0.8 million decrease in outside services.

Cost of Maintenance and Professional Services Revenues

Cost of maintenance and professional services revenues decreased to $27.0 million (or 23% of maintenance and professional services revenues) during the three months ended September 30, 2025 compared to $31.9 million (or 24% of maintenance and professional services revenues) during the three months ended September 30, 2024. The decrease of $4.9 million (or 15%) in cost of maintenance and professional services revenues during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to a $2.8 million decrease in salaries and other personnel-related expenses from a decrease in headcount, a $1.1 million decrease in Shared Costs, and a $1.0 million decrease in stock-based compensation.

Cost of maintenance and professional services revenues decreased to $80.9 million (or 23% of maintenance and professional services revenues) during the nine months ended September 30, 2025 compared to $100.3 million (or 25% of maintenance and professional services revenues) during the nine months ended September 30, 2024. The decrease of $19.4 million (or 19%) in cost of maintenance and professional services revenues during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to a $11.0 million decrease in salaries and other personnel-related expenses primarily from a decrease in headcount, a $3.8 million decrease in Shared Costs, a $2.9 million decrease in stock-based compensation, and a $1.7 million decrease in software and other expenses.

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Amortization of Acquired Technology

Amortization of acquired technology decreased to $0.5 million (or 0% of total revenues) for the three months ended September 30, 2025 from $0.9 million (or 0% of total revenues) for the three months ended September 30, 2024. The decrease of $0.4 million (or 43%) in amortization of acquired technology for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to a decrease in the amortization of acquired technology largely associated with the 2015 Privatization Transaction, as some components of the technology became fully amortized.

Amortization of acquired technology decreased to $1.6 million (or 0% of total revenues) for the nine months ended September 30, 2025 from $3.0 million (or 0% of total revenues) for the nine months ended September 30, 2024. The decrease of $1.4 million (or 47%) in amortization of acquired technology for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to a decrease in the amortization of acquired technology largely associated with the 2015 Privatization Transaction, as some components of the technology became fully amortized.

Operating Expenses

Research and Development

The following table sets forth, for the periods indicated, our research and development expenses (in thousands, except percentages):


	Three Months Ended September 30,				Percent Change		Nine Months Ended September 30,				Percent Change
	2025		2024				2025		2024
Research and development	$	85,356	$	80,316	6	%	$	255,569	$	239,204	7	%

Research and development expenses increased to $85.4 million (or 19% of total revenues) for the three months ended September 30, 2025 compared to $80.3 million (or 19% of total revenues) for the three months ended September 30, 2024. The increase of $5.1 million (or 6%) in research and development expenses during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to a $3.6 million increase in stock-based compensation, a $1.1 million increase in software and equipment expense, and a $0.8 million increase in salaries and other personnel-related expenses, partially offset by a $0.4 million decrease in outside services.

Research and development expenses increased to $255.6 million (or 20% of total revenues) for the nine months ended September 30, 2025 compared to $239.2 million (or 20% of total revenues) for the nine months ended September 30, 2024. The increase of $16.4 million (or 7%) in research and development expenses during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to a $8.6 million increase in stock-based compensation, a $4.7 million increase in salaries and other personnel-related expenses, a $2.3 million increase in software and equipment expense, and a $1.2 million increase in Shared Costs and other expenses, partially offset by a $0.4 million decrease in outside services.

Sales and Marketing

The following table sets forth, for the periods indicated, our sales and marketing expenses (in thousands, except percentages):


	Three Months Ended September 30,				Percent Change		Nine Months Ended September 30,				Percent Change
	2025		2024				2025		2024
Sales and marketing	$	139,539	$	133,517	5	%	$	437,142	$	418,403	4	%

Sales and marketing expenses increased to $139.5 million (or 32% of total revenues) during the three months ended September 30, 2025 compared to $133.5 million (or 32% of total revenues) during the three months ended September 30, 2024. The increase of $6.0 million (or 5%) in sales and marketing expenses for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was

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primarily due to a $4.0 million increase in salaries and other personnel-related expenses, a $1.1 million increase in stock-based compensation, and a $0.9 million increase in outside services and other expenses.

Sales and marketing expenses increased to $437.1 million (or 35% of total revenues) during the nine months ended September 30, 2025 compared to $418.4 million (or 35% of total revenues) during the nine months ended September 30, 2024. The increase of $18.7 million (or 4%) in sales and marketing expenses for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to a $10.8 million increase in salaries and other personnel-related expenses, a $3.0 million increase in stock-based compensation, a $1.9 million increase in marketing expenses, a $1.7 million increase in Shared Costs, and a $1.3 million increase in outside services and other expenses.

General and Administrative

The following table sets forth, for the periods indicated, our general and administrative expenses (in thousands, except percentages):


	Three Months Ended September 30,				Percent Change		Nine Months Ended September 30,				Percent Change
	2025		2024				2025		2024
General and administrative	$	47,296	$	44,707	6	%	$	144,855	$	144,115	1	%

General and administrative expenses increased to $47.3 million (or 11% of total revenues) during the three months ended September 30, 2025 compared to $44.7 million (or 11% of total revenues) during the three months ended September 30, 2024. The increase of $2.6 million (or 6%) in general and administrative expenses for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to a a $1.8 million increase in salaries and other personnel-related expenses, and a $0.8 million increase in bad debt and other expenses.

General and administrative expenses decreased to $144.9 million (or 12% of total revenues) during the nine months ended September 30, 2025 compared to $144.1 million (or 12% of total revenues) during the nine months ended September 30, 2024. The increase of $0.8 million (or 1%) in general and administrative expenses for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to a $3.9 million increase in outside services, a $3.5 million increase in salaries and other personnel-related expenses, and a $1.5 million increase in Shared Costs and other expenses, partially offset by a $4.7 million decrease in stock-based compensation and a $3.4 million decrease in bad debt expense.

Other Operating Expenses

The following table sets forth, for the periods indicated, our amortization of intangible assets and restructuring charges (in thousands, except percentages):


	Three Months Ended September 30,				Percent Change		Nine Months Ended September 30,				Percent Change
	2025		2024				2025		2024
Amortization of intangible assets	$	25,139	$	29,845	(16)	%	$	74,940	$	93,302	(20)	%
Restructuring	—		1,554		(100)	%	—		6,808		(100)	%

Amortization of intangible assets decreased to $25.1 million (or 6% of revenues) during the three months ended September 30, 2025 compared to $29.8 million (or 7% of revenues) during the three months ended September 30, 2024. The decrease of $4.7 million (or 16%) in amortization of intangible assets for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was a result of the amortization of our intangible assets primarily from the 2015 Privatization Transaction, as some of the components of the intangible assets became fully amortized.

Amortization of intangible assets decreased to $74.9 million (or 6% of revenues) during the nine months ended September 30, 2025 compared to $93.3 million (or 8% of revenues) during the nine months ended September 30, 2024. The decrease of $18.4 million (or 20%) in amortization of intangible assets for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was a result of

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the amortization of our intangible assets primarily from the 2015 Privatization Transaction, as some of the components of the intangible assets became fully amortized.

Restructuring costs decreased by $1.6 million (or 100%) to $0.0 million (or 0% of revenues) during the three months ended September 30, 2025 compared to $1.6 million during the three months ended September 30, 2024.

Restructuring costs decreased by $6.8 million (or 100%) to $0.0 million (or 0% of revenues) during the nine months ended September 30, 2025 compared to $6.8 million during the nine months ended September 30, 2024. The remaining charges for the November Plan were incurred in the first quarter of 2024. There were no restructuring charges for the current quarter.

Interest Income (Expense) and Other (Expense) Income, Net

The following table sets forth, for the periods indicated, our interest and other (expense) income, net (in thousands, except percentages):


	Three Months Ended September 30,				Percent Change		Nine Months Ended September 30,				Percent Change
	2025		2024				2025		2024
Interest income	$	13,751	$	14,829	(7)	%	$	40,011	$	42,001	(5)	%
Interest expense	(29,749)		(36,345)		(18)	%	(88,758)		(113,775)		(22)	%
Other income (expense), net	4,185		(14,011)		(130)	%	(30,300)		(6,825)		344	%
Interest and other expense, net	$	(11,813)	$	(35,527)	(67)	%	$	(79,047)	$	(78,599)	1	%

The change in interest and other expense, net, of $23.7 million (or 67%) for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to a $18.2 million increase in other income (expense) from unrealized foreign exchange gains due to the general appreciation of the US dollar and a $6.6 million decrease in interest expense primarily due to lower interest rates, partially offset by a $1.1 million decrease in interest income.

The change in interest and other expense, net, of $0.4 million (or 1%) for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was due to a $25.0 million decrease in interest expense primarily due to lower interest rates, partially offset by a $23.4 million increase in other income (expense) primarily due to from unrealized foreign exchange losses due to the general depreciation of the US dollar and a $2.0 million decrease in interest income.

Income Tax Expense (Benefit)

The following table sets forth, for the periods indicated, our provision for income taxes (in thousands, except percentages):


	Three Months Ended September 30,						Percent Change		Nine Months Ended September 30,						Percent Change
	2025			2024					2025			2024
Income tax expense (benefit)	$	45,055		$	29,391		53	%	$	14,868		$	(15,154)		(198)	%
Effective tax rate	92		%	191		%			96		%	101		%

Our income tax expense was $45.1 million and $29.4 million for the three months ended September 30, 2025 and 2024, respectively. Our income tax expense was $14.9 million and income tax benefit was $15.2 million for the nine months ended September 30, 2025 and 2024, respectively. The income tax provision has fluctuated primarily due to seasonality of the pretax income or losses incurred from period to period, change in our valuation allowance, fluctuations in stock-based compensation deductions and to a lesser extent the impact of different tax rates on foreign income.

In assessing the need for a valuation allowance as of September 30, 2025, we considered all available evidence both positive and negative, including potential for prudent and feasible tax planning strategies. We continue to evaluate the need for the valuation allowance quarterly, considering factors such as sustained profitability, changes in market conditions, and strategic initiatives that may impact our future taxable income.

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On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, making significant changes to the U.S. tax code, including revisions to provisions originally introduced by the Tax Cuts and Jobs Act of 2017. Among other changes, the legislation allows immediate expensing of U.S.-based research and development costs under Internal Revenue Code §174, beginning for the tax year ending December 31, 2025, which reduced our current year income tax expense. We considered the impact of the tax bill in the tax results for the three months ended September 30, 2025.

Liquidity and Capital Resources

Since our inception, we have financed our operations primarily through cash flows from operations and debt financing. As of September 30, 2025 and December 31, 2024, respectively, we had $1,472.1 million and $1,232.4 million in available cash, cash equivalents, and short-term investments. Our cash and cash equivalents and short-term investments primarily consist of bank account balances, short-term time deposits, highly liquid money market funds and available-for-sale debt securities. We believe that our existing cash and cash equivalents, short term investments, cash flows generated by operations and the Revolving Credit Facility will be sufficient to meet our working capital and capital expenditure requirements for at least the next twelve months. However, we may be required to raise or desire additional funds for selective purposes, such as acquisitions or other investments in complementary businesses, products, or technologies, and may raise such additional funds through equity or debt financing or from other sources.

The Company has a credit agreement with JPMorgan Chase Bank, N.A., as agent, for a syndicate of lenders. Under the Credit Agreement, the Company borrowed $1.9 billion of dollar term loans and obtained $250.0 million of commitments under a Revolving Credit Facility.

Effective June 11, 2024, the borrowings under the Term Facility bear interest, at the Company’s option, either at (i) Term SOFR plus the applicable margin of 2.25% or (ii) the base rate plus 1.25%. The base rate is defined as the highest of (a) the Federal Funds Rate plus one half of 1%, (b) the rate of interest in effect for such day as published by the Wall Street Journal as the “prime rate,” and (c) Term SOFR Rate for a one-month interest period plus 1.00%; provided that the base rate shall not be less than 1.00% per annum. Term SOFR is subject to a “floor” of 0% per annum. The Term Facility was issued with 0.125% of original issue discount.

Our primary sources of cash are from cash and cash equivalents, short-term investments, the collection of accounts receivable from our customers and the Revolving Credit Facility. Our uses of cash include payroll and payroll-related expenses and business operating expenses such as hosting services costs, marketing programs, travel, professional services, facilities and related costs, servicing our borrowings, and debt principal payments. Other uses of cash include the purchase of property and equipment and to acquire businesses and technologies to expand our product offerings. We believe cash generated from operations will be sufficient to meet working capital needs and to service our borrowings.

Approximately one-third of our cash, cash equivalents and short-term investments are held by our foreign subsidiaries.

The following table summarizes our cash flows for the periods indicated (in thousands):


	Nine Months Ended September 30,
		2025		2024
Net cash provided by operating activities		$	327,457	$	262,992
Net cash provided by / (used in) investing activities		200,640		(43,960)
Net cash used in financing activities		(118,194)		(25,871)

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Operating Activities: Cash provided by operating activities for the nine months ended September 30, 2025 was $327.5 million. Our net income for the nine months ended September 30, 2025 was $0.7 million, adjusted for non-cash charges, primarily consisting of $200.2 million of stock-based compensation expense, $87.4 million of depreciation and amortization, $9.9 million of non-cash operating lease cost and $5.0 million of deferred income taxes. Additional fluctuations of cash resulted from changes in operating assets and liabilities. The main drivers of the changes in operating assets and liabilities were a $113.8 million decrease in deferred revenue, a $65.2 million decrease in accounts payable and accrued liabilities due to timing of payments and payment of our lease obligations, and a $8.9 million decrease in income tax payable due to the timing of tax payments. This was partially offset by a $190.8 million decrease in accounts receivables due to the timing of collections and a $31.4 million decrease in prepaid expenses and assets associated with the growth in our operations.

Cash provided by operating activities for the nine months ended September 30, 2024 was $263.0 million. Our net income for the nine months ended September 30, 2024 was $0.2 million, adjusted for non-cash charges of $313.0 million and a net cash outflow of $50.2 million provided by changes in our operating assets and liabilities.

Investing Activities: Net cash provided by investing activities for the nine months ended September 30, 2025 was $200.6 million primarily due to a cash inflow consisting of $460.4 million in maturities of investments and $7.9 million in sale of investments; partially offset by a cash outflow of $261.2 million in purchases of investments and $6.5 million for purchases of property and equipment.

Net cash used in investing activities for the nine months ended September 30, 2024 was $44.0 million primarily due to a cash outflow in purchases of investments and purchases of property and equipment; partially offset by a cash inflow consisting of maturities of investments and other.

We acquire property and equipment in our normal course of business. The amount and timing of these purchases and the related cash outflows in future periods depend on a number of factors, including the hiring of employees, the rate of upgrade of computer hardware and software used in our business, as well as our business outlook.

We have used cash to acquire businesses and technologies that enhance and expand our product offerings, and we anticipate that we will continue to do so in the future. Due to the nature of these transactions, it is difficult to predict the amount and timing of such cash requirements to complete such transactions. We may be required to raise additional funds to complete future acquisitions. In addition, we may be obligated to pay certain variable and deferred earn-out payments based upon achievement of certain performance targets.

Financing Activities: Net cash used in financing activities for the nine months ended September 30, 2025 was $118.2 million primarily due to $101.4 million in repurchases of common stock, $74.5 million payments for taxes related to net share settlement of restricted stock units and $14.1 million payment of debt. These cash outflows were partially offset by $48.6 million in proceeds from the issuance of shares upon exercise of stock options and $23.2 million of proceeds from issuance of common stock under the ESPP.

Net cash used in financing activities for the nine months ended September 30, 2024 was $25.9 million driven by payment for taxes related to net share settlement of restricted stock units, payment of debt and payment of debt refinancing costs. These cash outflows were partially offset by proceeds from the issuance of shares upon exercise of stock options and proceeds from issuance of common stock under the ESPP.

Debt

Credit Facilities

The Company has a credit agreement with JPMorgan Chase Bank, N.A., as agent, for a syndicate of lenders. Under the Credit Agreement, the Company incurred $1.9 billion of dollar term loans and obtained $250.0 million of commitments under the Revolving Credit Facility.

The Credit Agreement requires that, as of the last day of any fiscal quarter if on such date the aggregate principal amount of all revolving loans, swingline loans and letter of credit obligations (in excess of $15 million) exceed 35% of the revolving loan commitments, the total net first lien leverage ratio cannot exceed 6.25 to 1.00.

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Accrued interest on the Credit Facilities is payable quarterly in arrears with respect to base rate loans, at the end of each interest rate period (or at each three- month interval in the case of loans with interest periods greater than three months) with respect to the loans, the date of any repayment or prepayment, and at maturity (whether by acceleration or otherwise).

The Credit Agreement contains certain customary affirmative and negative covenants. As of September 30, 2025, we were in compliance with all such covenants.

Contractual and Lease Obligations

There were no material changes outside of the ordinary course of business in our contractual and lease obligations for the nine months ended September 30, 2025 from the contractual and lease obligations disclosed in our Annual Report on Form 10-K.

Proposed Transaction with Salesforce

On May 26, 2025, we entered into the Merger Agreement with Salesforce. We have agreed to various covenants and agreements, including, among others, agreements to conduct our business in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time absent consent from Salesforce. Outside of certain limited exceptions, we may not take, authorize, commit, resolve, or agree to do certain actions without Salesforce’s consent, including, among other things:

•acquiring businesses and disposing of significant assets;

•incurring expenditures above specified thresholds; and

•issuing additional debt facilities

We do not believe these restrictions will prevent us from meeting our ongoing costs of operations, working capital needs, or capital expenditure requirements.

Critical Accounting Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP which requires us to make estimates, judgments and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these assumptions, judgments, and estimates are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses during the periods presented. Any material differences between these estimates and actual results will impact our condensed consolidated financial statements. On a regular basis, we evaluate our estimates, judgments, and assumptions and make changes accordingly.

There have been no material changes to our critical accounting policies and estimates as compared to those described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report on Form 10-K, filed with the SEC on February 25, 2025.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Sensitivity

Our investment objective is to conserve capital and maintain liquidity to support our operations; therefore, we generally invest in highly liquid securities, consisting primarily of debt securities, bank deposits, money market funds, and time deposits. Such fixed and floating interest-earning instruments carry a degree of interest rate risk. Fixed income securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. Due to the primarily short-term nature of our investment portfolio, we do not believe a hypothetical quarter point increase or decrease in interest rates would have a material effect on the fair market value of our portfolio. Therefore, we do not expect our operating results or cash flows to be materially affected by a sudden change in interest rates.

As of September 30, 2025, we had long-term debt outstanding with a carrying value of $1.8 billion. A hypothetical change in interest rate of 0.25% will increase or decrease interest expense by approximately $4.5 million a year. See Note 7. Borrowings, in the Notes to our Condensed Consolidated Financial Statements. Borrowings under our debt facilities bear interest at a variable market rate.

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Foreign Currency Exchange Risk

Our condensed consolidated results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Historically, our revenue contracts have been denominated in mainly U.S. dollars and also local currency. Our outstanding debt obligations are denominated in U.S. dollars. Our expenses are generally denominated in the currencies in which our operations are located. We currently have cash flow hedges for our Indian Rupee expense exposure that we hedge on a rolling twelve-month basis. These exposures are hedged with non-deliverable forward contracts. In the event our foreign sales and expenses increase, our operating results may be affected by foreign currency exchange rate fluctuations, which can affect our operating income or loss. The effect of a hypothetical 10% increase in the value of all applicable foreign currencies relative to the U.S. dollar would have had approximately a $18.1 million positive impact to operating income for the nine months ended September 30, 2025.

Foreign Exchange Forward Contracts

In order to reduce the impact of earnings volatility associated with foreign currency fluctuations, we enter into foreign currency forward contracts on our largest foreign currency exposure. The forward contracts represent obligations to purchase foreign currencies at a predetermined exchange rate to fund a portion of our expenses that are denominated in foreign currencies. We recognize in earnings amounts related to our cash flow hedges accumulated in other comprehensive (loss) income during the same period in which the corresponding underlying hedged transaction affects earnings. We have forecasted the amount of our anticipated foreign currency expenses based on our historical performance and projected financial plan.

As of September 30, 2025, our remaining open foreign exchange contracts, carried at fair value, are hedging Indian rupee expenses and typically have a maturity of approximately twelve months or less. These foreign exchange contracts mature monthly as the foreign currency denominated expenses are paid and any gain or loss is offset against operating expense. Once the hedged item is recognized, the cash flow hedge is de-designated and subsequent changes in value are recognized in other (expense) income, net to offset changes in the value of the resulting non-functional currency monetary assets or liabilities. The notional amounts of these foreign exchange forward contracts in U.S. dollar equivalents were to buy $95.3 million worth of Indian rupees using exchange rates as of September 30, 2025.

Cross-Currency Swap Contracts

In October 2024, we entered into float-to-float cross-currency swap contracts with an aggregate notional amount of €300 million. The cross-currency swap contracts are designated as net investment hedges and are used to hedge a portion of our net investment in its European operations with the objective of protecting the U.S. dollar value of our net investments in the European foreign operations due to movements in foreign currency. The cross-currency swap contracts provides for us to receive monthly interest payments in U.S. dollars at a float rate and to make Euro interest payments at a float rate. The risk management objective of entering into such agreements is to manage foreign currency risk relating to net investments in certain European subsidiaries denominated in Euros.

Recent Accounting Pronouncements

For recent accounting pronouncements, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the

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company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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Part II - Other Information

Item 1. Legal Proceedings

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would have a material adverse effect on our business, financial condition, results of operations or cash flows. Future litigation may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. See Note 14. Commitments and Contingencies in the Notes to our Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Report, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and the related notes thereto, before making a decision to invest in our Class A common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, including as a result of the potential Merger with Salesforce, may also become factors that affect us. If any of the risks occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.

Risk Factor Summary

Our business is subject to numerous risks and uncertainties that you should consider. These risks include, but are not limited to, the following:

•Failure to complete, or delays in completing, the proposed transaction with Salesforce could materially and adversely affect our results of operations and our stock price.

•Uncertainty about the Merger may adversely affect relationships with our customers, partners, suppliers, and employees, whether or not the Merger is completed.

•If we are unable to attract and retain customers, our future results of operations could be harmed.

•Our business and revenue have been adversely affected and could in the future be adversely affected by macroeconomic factors in the global economy, including those related to interest rate volatility, shifting foreign exchange rates, tariffs, and geopolitical disruptions.

•A security breach or incident may compromise the integrity of our products, create service outages for our hosted products, or allow unauthorized access to our network or our customers’ data, harm our reputation, create additional liability and adversely impact our financial results.

•We have experienced strong subscription revenue growth in recent periods, and our recent growth rates may not be indicative of our future growth.

•If our existing customers terminate or do not renew their subscriptions or maintenance contracts, or renew for shorter durations, it could have an adverse effect on our business and results of operations.

•If we do not successfully manage our strategy and business model transition for our cloud- and subscription-based offerings, including our consumption-based model, our business may become more difficult to predict and our results of operations may be adversely affected.

•Legal and regulatory changes in jurisdictions in which we do business, including regulations relating to localization and transfer of personal and other regulated types of data, and changes in the manner in which those laws and regulations are interpreted and enforced, could impose additional costs on the operation of our products and services, require changes in their functionality, or reduce customer demand.

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•The loss of our key personnel, unexpected sales force personnel turnover or decrease in sales force productivity, or the inability to attract and retain additional skilled personnel could adversely affect our ability to grow our company successfully and may negatively impact our results of operations.

•If we are unable to successfully respond to technological advances and evolving industry standards, we could experience a reduction in our future product sales, which would cause our revenues to decline.

•Our current research and development efforts, including the introduction of new products, the integration of acquired products, and the enhancements of existing products, may not be successful or result in significant revenue, cost savings or other benefits in the near future, if at all.

Risks Related to Our Potential Merger with Salesforce

Failure to complete, or delays in completing, the potential Merger with Salesforce could materially and adversely affect our results of operations and our stock price.

On May 26, 2025, we entered into the Merger Agreement with Salesforce pursuant to which, if all of the conditions to closing under the Merger Agreement are satisfied or waived, we will merge with a subsidiary of Salesforce and become a wholly-owned subsidiary of Salesforce. Consummation of the Merger is subject to certain closing conditions and a number of the conditions are not within our control, and may prevent, delay or otherwise materially adversely affect the completion of the transaction. We cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that we will be able to successfully consummate the Merger as currently contemplated under the Merger Agreement or at all. Risks related to the failure of the Merger to be consummated include, but are not limited to, the following:

•we would not realize any or all of the potential benefits of the Merger, including any synergies that could result from combining our financial and proprietary resources with those of Salesforce;

•under some circumstances, we may be required to pay a termination fee to Salesforce of $253 million;

•we will remain liable for significant transaction costs, including legal, accounting, financial advisory and other costs relating to the Merger regardless of whether the Merger is consummated;

•the trading price of our Class A common stock may decline to the extent that the current market price for our stock reflects a market assumption that the Merger will be completed;

•the attention of our management may have been diverted to the Merger;

•we could be subject to litigation related to any failure to complete the Merger;

•the potential loss of key personnel during the pendency of the Merger as employees and other service providers may experience uncertainty about their future roles with us following completion of the Merger; and

•under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger, which restrictions could adversely affect our ability to conduct our business as we otherwise would have done if we were not subject to these restrictions.

The occurrence of any of these events individually or in combination could materially and adversely affect our results of operations, financial condition, and our stock price.

Uncertainty about the Merger may adversely affect relationships with our customers, suppliers, and employees, whether or not the Merger is completed.

In response to the announcement of the Merger, our existing or prospective customers or suppliers may:

•delay, defer, or cease purchasing products or services from, or providing products or services to, us or the combined company;

•delay or defer other decisions concerning us or the combined company; or

•otherwise seek to change the terms on which they do business with us or the combined company.

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Any such delays or changes to terms could materially harm our business or, if the Merger is completed, the business of the combined company.

In addition, as a result of the Merger, our current and prospective employees could experience uncertainty about their future with us or the combined company. As a result, key employees may depart because of issues relating to such uncertainty or a desire not to remain with Salesforce following the completion of the Merger.

Losses of customers, employees or other important strategic relationships could have a material adverse effect on our business, operating results, and financial condition. Such adverse effects could also be exacerbated by a delay in the completion of the Merger for any reason.

The ability to complete the Merger is subject to the receipt of consents and approvals from government entities, which may impose conditions that could have an adverse effect on us or the combined company or could cause either party to abandon the Merger.

Completion of the Merger is conditioned upon, among other things, the receipt of certain regulatory approvals in countries where the Company and/or Salesforce does business. In deciding whether to grant antitrust approvals, these regulatory agencies will consider the effect of the Merger on competition. The regulatory agencies may condition their approval of the Merger on Salesforce’s or our agreement to various requirements, limitations, or costs, or require divestitures or place restrictions on the conduct of Salesforce’s business following the Merger. If we and Salesforce agree to these requirements, limitations, costs, divestitures, or restrictions, the ability to realize the anticipated benefits of the Merger may be impaired. We cannot provide any assurance that we or Salesforce will obtain the necessary approvals. In addition, these requirements, limitations, costs, divestitures, or restrictions may result in the delay or abandonment of the Merger.

The Merger Agreement contains provisions that could discourage or deter a potential competing acquirer that might be willing to pay more to effect a business combination with us.

Unless and until the Merger Agreement is terminated in accordance with its terms, subject to certain specified exceptions, we are not permitted to solicit, initiate, induce or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an alternative transaction proposal or to engage in discussions or negotiations with third parties regarding any alternative transaction proposal. Such restrictions could discourage or deter a third party that may be willing to pay more than Salesforce for the outstanding capital stock of the Company from considering or proposing such an acquisition of the Company.

Lawsuits may be filed against us and the members of our board of directors arising out of the Merger, which may delay or prevent the Merger.

Stockholder complaints and other complaints may be filed against us, our board of directors, Salesforce, Salesforce's board of directors, and others in connection with the transactions contemplated by the Merger Agreement. The outcome of litigation is uncertain, and we may not be successful in defending against any such claims. Such lawsuits could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business, result in substantial costs to us, and otherwise adversely affect our business, results of operations, and financial condition.

Risks Related to Our Business and Industry

If we are unable to attract and retain customers, our future results of operations could be harmed.

The success of our business depends on our ability to attract and retain customers. To do so, we must persuade decision makers at enterprises and other organizations that our products offer significant advantages over those of our competitors. Other factors, many of which are out of our control, have impacted or may in the future impact our ability to attract and retain customers, including:

•our failure to generate sufficient awareness and demand for our products;

•our failure to meet sales targets for net new subscription business including our cloud offerings;

•our failure to migrate on-premise products to cloud subscription offerings;

•potential customers’ commitments to existing vendors;

•potential customers’ greater familiarity and/or comfort with our competitors’ products;

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•real or perceived switching costs;

•real or perceived complexity deploying our products;

•our failure to help our customers successfully deploy and use our products;

•our failure to satisfy customer demand for new features, products and services;

•our failure to expand sales via additional new products with existing customers;

•potential customers’ failure to appreciate the benefits of our platform relative to their existing data management products;

•our competitors’ product offerings and pricing strategies being considered favorable to ours;

•our failure to expand, retain, motivate and align our sales and marketing personnel;

•our failure to develop or expand relationships with existing sales partners or to attract new sales partners;

•the adoption of new, or amendment of existing, laws, rules and regulations that negatively impact the utility of our products;

•the perceived risk, commencement or outcome of litigation against us; and

•deteriorating general economic conditions.

If our efforts to attract and retain customers are not successful, our revenue and rate of revenue growth may decline, we may not be able to achieve, or successfully sustain, profitability, our business may become more difficult to predict, and our future results of operations could be materially harmed.

Our business and revenue have been adversely affected and could in the future be adversely affected by global macroeconomic factors, including those related to interest rate volatility, shifting foreign exchange rates, tariffs, and geopolitical disruptions.

Continuing concerns over economic and business prospects in the United States and throughout the world, including impacts related to interest rate volatility, shifting foreign exchange rates, tariffs, boycotts, and geopolitical disruptions have contributed to increased volatility and diminished expectations for the global economy. Uncertainty regarding actual or anticipated actions by the current U.S. administration, and actual or anticipated responsive actions from other world actors, could exacerbate these concerns. For example, the recent imposition by the U.S. government of trade measures, including tariffs, sanctions or other restrictions on goods exported from, or imported into, the United States, or countermeasures or boycotts imposed by other countries in response to such U.S. government trade measures, could adversely affect global economic conditions, our operations, or our ability to sell our products globally, which could adversely affect our operating results and financial condition. The uncertainties relating to these trade measures and countermeasures and their potential effects may more significantly or immediately cause our current or prospective customers to stop or delay making new investments in technologies such as our products. As a global company, we are subject to the risks arising from adverse changes in the domestic and global economies. In addition, uncertainty in the macroeconomic environment and associated global economic conditions have resulted in volatility in credit, equity, and foreign currency markets. In prior periods, fluctuations in foreign currency exchange rates have negatively affected, and in the future could negatively affect our revenues from time to time. Such macroeconomic conditions have in the past and may in the future adversely affect the buying patterns of our customers and prospective customers, including the length of sales cycles, our overall pipeline and pipeline conversion rates, and our revenue growth expectations. In addition, we have experienced, and could experience in the future, delays in payments or cancellations from our customers experiencing weakness in their business as a result of the macroeconomic environment and associated global economic conditions, which could increase our credit risk exposure or adversely impact our cash flows and harm our financial condition. For example, starting in 2022, we experienced increased customer scrutiny and ROI thresholds on investments, resulting in the lengthening of many sales cycles and volatility in pipeline conversion rates. If macroeconomic or geopolitical conditions continue to deteriorate or if an economic recovery is delayed, slows or is uneven, our overall results of operations could be adversely affected, we may not be able to grow at the rates we have experienced in the past and we could fail to meet the expectations of investors.

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The full extent of the impact of current macroeconomic factors, including those related to interest rate volatility, foreign exchange rates, tariffs, and geopolitical disruptions, on our operational and financial performance remains uncertain and will depend on many factors outside of our control. Due to our subscription-based business model, the effects of any such factors may not be fully reflected in our results of operations until future periods. To the extent these factors adversely affect our business, results of operations, and financial condition, this may also have the effect of heightening many of the other risks described in this section.

A security breach or incident may compromise the integrity of our products, create service outages for our hosted products, or allow unauthorized access to our network or our customers’ data, harm our reputation, create additional liability and adversely impact our financial results.

We make significant efforts to implement cybersecurity risk management processes that maintain the security and integrity of our product source code and the computer systems that are used to develop and host our products. However, the threats to computer systems, networks and data security are increasingly diverse and sophisticated. In addition to traditional computer “hackers,” ransomware attacks, malicious code (such as viruses and worms), employee error, theft or misuse, and denial of service attacks, sophisticated nation-state and nation-state supported actors now engage in intrusions and attacks (including advanced persistent threat intrusions), and fundamental software vulnerabilities add to the risks to our products and computer systems, including our internal network and service providers' systems, and the information they store and process. These risks and threats are heightened by the fact that many of our employees and service providers work remotely. Like all cloud service providers and organizations, our cloud software and enterprise networks could be affected by breaches and incidents caused by cybersecurity attacks and other sources. The impact of such an incident could disrupt the proper functioning of our products, create a service outage for our cloud services, cause errors in the output of our customers’ work, allow unauthorized access to, or use, disclosure, loss, acquisition, modification, unavailability, destruction or other processing of, sensitive, proprietary or confidential information of ours or our customers, and cause other destructive outcomes.

If any actual or perceived cybersecurity attack or security breach or incident affecting us or our products or services were to occur, our services could be delayed or interrupted, our reputation may suffer, customers may stop buying our products and services, we could face claims, lawsuits and other proceedings by governmental and private actors, could face fines and other potential liability, and could find it necessary or appropriate to expend significant capital and other resources to alleviate problems caused by the cybersecurity attack or security breach or incident, and our business, renewal rates, results of operations and financial condition could be negatively affected. We and our service providers may face difficulties or delays in identifying, remediating and otherwise responding to any cybersecurity attack or other security breach or incident.

In addition, as we continue to devote more resources to evaluate our computer systems, networks and products for security vulnerabilities, the cost of addressing these vulnerabilities and otherwise working to prevent security breaches and incidents could reduce our operating margins. If we do not address security vulnerabilities or otherwise provide adequate security features in our products and services, customers may delay or stop purchasing our products and services. Furthermore, we expect the risks related to computer system, network or security incidents to increase as we continue to develop our products and services, which may store, transmit and process our customers’ sensitive, proprietary or confidential data, including personal or identifying information.

We use open source and other third-party libraries and applications, which may be subject to security vulnerabilities that affect our products, services or operations. These providers historically announce security vulnerabilities in their products and libraries from time to time, which our operations and development teams monitor and evaluate for impact to our products and services. We expect these third-party providers to continue testing and making similar announcements. These announced vulnerabilities have caused our security, operations, development and customer success personnel to invest unplanned time and resources in investigation, patching, documentation, and customer communications.

We also engage third-party vendors and service providers to store and otherwise process some of our and our customers’ data, including sensitive and personal information. Our vendors and service providers may also be the targets of cyberattacks, malicious software, phishing schemes, fraud and other means of effectuating security breaches and incidents. Our ability to monitor our vendors and service providers’ data security is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, or misuse, disclosure, loss, acquisition, modification, unavailability, destruction or

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other processing of, our and our customers’ data, including sensitive and personal information. There have been and may continue to be significant supply chain attacks, and we cannot guarantee that our or our third-party providers' systems and networks have not been breached or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our systems and networks or the systems and networks of third parties that support us and our products and services.

In addition, we have acquired a number of companies, products, services and technologies and may continue to do so in the future. As a result, we may inherit additional IT security issues when we integrate these acquisitions. Throughout our history, our self-managed products have accrued historical potential security vulnerabilities. As we migrate these products and underlying features and components to our cloud platform, many of these vulnerabilities are addressed, but some may persist. These potential vulnerabilities are reviewed according to our risk-based process that considers the residual risk based on compensating controls and other factors. Within our self-managed products, some existing vulnerabilities may become more impactful over time and some vulnerabilities may be newly discovered along with the normal course of security vulnerability disclosure. These vulnerabilities may require significant unplanned engineering effort and cost to resolve and redistribute to customers who remain on the self-managed version of our software.

Further, we have incorporated artificial intelligence ("AI") technologies into our platform, and intend to continue to do so in the future. Our use of AI technologies may create additional cybersecurity risks or increase cybersecurity risks, including risks of security breaches and incidents. Further, AI technologies may be used in connection with certain cybersecurity attacks, resulting in heightened risks of security breaches and incidents.

Techniques used to sabotage or obtain unauthorized access to computers systems or networks are constantly evolving and, in some instances, are not identified until launched against a target. Attackers continuously evolve their methods of attack, including by utilizing AI for adversarial purposes. Geopolitical tensions and conflicts may also increase these risks. We and our service providers may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventative measures. Further, we cannot assure that any limitations of liability provisions in our customer and user agreements, contracts with third-party vendors and service providers or other contracts would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matter. We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms, if at all, or will be available in sufficient amounts, if at all, to cover claims related to a security incident or breach, or that the insurer will not deny coverage as to any future claim. The successful assertion of claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation.

We have experienced strong subscription revenue growth in recent periods, and our recent growth rates may not be indicative of our future growth.

We have experienced strong subscription revenue growth in recent periods. As we increase our total subscription revenue in any given period, higher year-over-year increases in the absolute value of new subscription revenue are required to maintain the same percentage growth rate. As a result, our current subscription revenue growth rates have declined in the past and may decline in future periods, may not be indicative of our future subscription revenue growth rates, may be adversely impacted by foreign exchange rates, and we may not be able to sustain revenue growth consistent with recent history, or at all. We believe our ability to continue to increase our subscription revenue depends on a number of factors, including, but not limited to:

•our ability to attract and retain subscription customers;

•our ability to expand within our existing subscription customer basis;

•our ability to continue to expand customer adoption of our platform;

•our ability to compete effectively against a variety of different vendors who offer data management products;

•continued growth of cloud-based services; and

•our ability to continue to develop new products to expand the offerings in our platform.

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If we are unable to achieve any of these requirements, our subscription revenue growth may decline, and our business and results of operations would be adversely affected.

If our existing customers terminate or do not renew their subscription or maintenance contracts, or renew for shorter durations, it could have an adverse effect on our business and results of operations.

We expect to derive a significant portion of our Subscription ARR from our existing subscription customer base. As a result, achieving a high renewal rate of our subscriptions is critical to our business. Our customers typically have no contractual obligation to renew their subscriptions after the completion of their then current subscription term, which is typically one to three years, and certain of our customers have a right to terminate during the subscription term. Our customers’ renewal rates may decline or fluctuate, and termination rates may increase or fluctuate, as a result of a number of factors, including their lack of satisfaction with our platform or our customer support, their failure to utilize all of the IPUs purchased in their original agreement, our products’ inability to integrate with new and changing technologies, the perception of frequent or severe subscription outages, delays or lags in our product uptime or latency, and a mismatch in the pricing of our products and competing offerings.

Even if our customers renew their subscriptions, they may renew for shorter subscription terms than we anticipate, they may not expand the usage of our products at the rate we are expecting, or they may insist on other renewal terms that are less economically beneficial to us. For example, in recent periods, we have experienced lower average duration of self-managed subscription renewals. We cannot be certain that our customers will renew or expand their subscriptions nor can we be certain that our customers will not terminate their subscriptions in whole or in part. If our customers terminate or do not renew their subscriptions, or renew on less favorable terms, our revenue may grow more slowly than expected or decline, our subscription renewal rate and subscription net retention rate may decline, and we may not accurately predict future revenue from existing customers.

Achieving a high renewal rate on our maintenance contracts is important to our business. During the nine months ended September 30, 2025 and 2024, maintenance revenue represented 23% and 29% of our total revenue respectively. We have experienced, and expect to continue to experience, a decline in maintenance revenue. Our customers have no contractual obligation to renew their maintenance contracts after the completion of their then current contract term, which is typically one to three years, and certain of our customers have a right to terminate during the term. Our customers’ renewal rates may decline or fluctuate, and termination rates may increase or fluctuate, as a result of a number of factors, including the change in our business model to move away from self-managed licenses in favor of cloud subscription offerings, customers’ dissatisfaction with our products or our customer support, our products’ inability to integrate with new and changing technologies, or our product pricing versus competing offerings.

Even if our customers renew their maintenance, they may renew for shorter terms than we anticipate or on other terms that are less economically beneficial to us. Customers may also not renew their maintenance if they want to move their perpetual licenses to a cloud architecture and we are unable to accommodate them with an acceptable migration plan. We cannot be certain that our customers will renew their maintenance nor can we be certain that our customers will not terminate their maintenance in whole or in part. If our customers terminate or do not renew their maintenance, or renew on less favorable terms, our revenue may grow more slowly than expected or decline, our maintenance renewal rate may decline, and we may not accurately predict future revenue from existing customers.

If we do not successfully manage our strategy and business model transition for our cloud- and subscription-based offerings, including our consumption-based model, our business may become more difficult to predict and our results of operations may be adversely affected.

The continued adoption of cloud services, the increasing customer demand for subscription-based licensing, the accelerating volume and diversity of data creation, and the critical importance of security continue to redefine business computing. We offer our products on a subscription-based license model including our cloud data management products that provide our customers with functionality within a cloud-based IT environment. Our strategy and business model for these subscription-based offerings, which are also offered on a consumption-based pricing model continue to evolve and are subject to risks and uncertainties. It is difficult to forecast the revenue mix of maintenance, self-managed subscription and cloud subscription for our new sales and this makes it challenging to predict what portion of our new sales will be recognized as revenue in the current period versus recognized ratably over multiple periods.

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We have continued to build on our cloud-focused strategy with the development of IDMC. As a result, we are deriving an increasing portion of our revenues over time from our subscription and consumption-based offerings. For example, we are investing in our go-to-market strategies and customer success organization for our cloud subscription offerings and self-managed subscription products. These go-to-market strategies and efforts differ from those we have used for self-managed software products and may be temporarily disruptive and result in reduced sales productivity in addition to increased costs. In addition, market acceptance of subscription-based offerings, particularly cloud-based solutions, may be affected by a variety of factors, including concerns regarding the data security, privacy, cost, reliability, performance and perceived value associated with such offerings. Many customers have invested substantial resources on traditional, perpetually licensed, self-managed software solutions, and the related ongoing support services, and they may be unwilling or reluctant to migrate to cloud-based solutions or other subscription-based offerings. We may not be able to compete effectively or generate significant demand for or revenues from our subscription-based offerings. Also, we expect demand for our subscription-based offerings to unfavorably impact demand for certain of our other products and services, such as support services on perpetually licensed products. In addition, our subscription offering strategy will require continued investment in product development and operations, including cloud-based IT infrastructure. Additionally, our future success depends in part on the growth of the market for cloud data management solutions and an increase in the desire to ingest, store and process data in the cloud, and the market for cloud data management solutions and applications may not grow as expected and, even if such growth occurs, our business may not grow at similar rates, or at all. We may incur costs at a higher than expected rate as our subscription business continues to expand, adversely affecting our financial performance. In addition, we will incur costs associated with the investments in our subscription business in advance of our ability to recognize the revenue associated with our subscription offerings, which will have an adverse impact on our margins. As we continue to focus increasingly on cloud-only solutions, we have devoted, and expect to continue to devote, fewer resources to our self-managed offerings, which may cause customers who are only interested in self-managed solutions to not renew their subscription for those self-managed solutions. If we are unable to successfully establish our subscription offerings and navigate our business model transition in light of the foregoing risks and uncertainties, our results of operations could be negatively affected.

As part of our strategy to move our business model from perpetual licenses and its associated maintenance to cloud and subscription based licensing, we have undertaken a program to migrate the installed base of our traditional PowerCenter products, which were originally under perpetual licenses and self-managed subscription licenses, to our new cloud-based data integration offerings. In furtherance of this strategy, we have announced timelines for end of standard support for certain self-managed offerings, and may take similar actions in the future, which may cause us to lose customers and associated revenue. As part of these migration transactions, we have offered and may continue to offer our customers credits on their maintenance bills and related professional services to assist with the overall migration process. To date we have signed agreements to migrate approximately 16.6% of that installed base maintenance and self-managed on-premises revenue to our cloud solution. These migration projects can be time consuming and may require a significant level of professional services and customer data validation work to complete. As a result, the rate at which we are able to continue to migrate our installed base is difficult to forecast and there is no guarantee that we will be able to maintain or accelerate the pace of such migration projects.

Legal and regulatory changes in jurisdictions in which we do business, including regulations relating to AI and machine learning or to localization and transfer of personal and other regulated types of data, and changes in the manner in which those laws and regulations are interpreted and enforced, could deter or reduce customer demand.

Changes in laws and regulations relating to AI and machine learning (“ML”), privacy, data protection, and security, and changes in how courts and supervisory authorities interpret and enforce those laws and regulations, may have the effect of deterring customers in some jurisdictions from commencing, continuing, or expanding use of our products and services. In particular, laws and regulations relating to the localization of categories of information in the jurisdiction of origin or to restrictions on transfer of categories of information out of the jurisdiction may reduce demand for our provision of cloud, professional and support services and/or inhibit our ability to offer those services efficiently and effectively with the features customers desire. This risk is heightened as more customers use cloud services in lieu of self-managed software. Even where we host cloud services in a customer’s jurisdiction, regulators concerned about the possibility of surveillance and intelligence gathering by foreign government entities may encourage those customers to seek alternative services of locally owned and controlled providers where available. Laws and regulations related to AI/ML may limit the use cases for which customers leverage our cloud services, particularly in sectors where AI models or systems may be deemed high risk or otherwise heavily monitored or restricted. Regulatory changes may require us to devote significant additional time and attention from our personnel to maintain or expand our customer relationships in

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specific jurisdictions or industries to address actual or perceived risks. Additionally, increased complexity in compliance may increase our operating costs. If we are unable to retain existing customers and attract new customers as the legal and regulatory landscape continues to change, or if we fail to adapt to these changes, our results of operations may suffer. See risks related to privacy, data protection and security regulation under “Risks Related to Regulation” below.

The loss of our key personnel, an unexpected turnover in sales force personnel or decrease in sales force productivity, or the inability to attract and retain additional skilled personnel could adversely affect our ability to grow our company successfully and may negatively impact our results of operations.

We believe our ability to attract and retain highly skilled personnel and key members of our management team is critical to our long-term success. Historically, there has been a significant level of competition to attract these individuals, and we have in the past, and may in the future, experience changes in our senior management team. As new senior personnel join our company and become familiar with our business strategy and systems, or as existing senior personnel assume new roles within the company, their integration or transition could result in disruption to our ongoing operations.

The future success of our business requires us to add, attract, train, and retain skilled personnel. We provide business practices training to our sales teams. Our business is subject to increasing structural and regulatory complexity which makes it more critical for us to attract and retain qualified and technically competent employees, in particular those knowledgeable about AI/ML, in the United States and internationally. If we are unable to effectively attract and train new personnel on a timely basis, or if we experience unexpected levels of turnover, our results of operations may be negatively affected.

We continue to be substantially dependent on our sales force to obtain new customers and to drive additional usage and sales among our existing customers. We believe that there is competition for sales personnel, including enterprise sales representatives and sales engineers, with the skills and technical knowledge that we require. Our ability to achieve revenue targets will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of sales personnel to support our growth. Further, from time to time, we have experienced an increased level of turnover in our direct sales force, particularly in the first quarter of a year. Such increases in the turnover rate can affect our ability to generate revenues. Although we generally hire replacements in our sales force and may continue to hire additional sales personnel to grow our business, we typically experience lower productivity from newly hired sales personnel for a period of approximately nine months. We continue to invest in training for our sales personnel, including updates to cover new, acquired, or enhanced products, as we broaden our product platform. In addition, we periodically make adjustments to our sales organization in response to a variety of internal and external factors, such as changes in our strategy, market opportunities, competitive threats, management changes, product introductions or enhancements, acquisitions, sales performance, increases in sales headcount and cost levels. Such adjustments may be temporarily disruptive and result in reduced productivity. If we are unable to effectively attract, train and retain new sales personnel, particularly sales specialists or domain experts, or if we experience an increase in the level of sales force turnover or decrease in sales force productivity, our ability to generate revenues from both new and existing customers and our growth rate may be negatively affected.

We have relied on our ability to grant equity awards as one mechanism for recruiting and retaining highly skilled talent. If our stock price falls significantly below the exercise price of stock options previously granted to employees, or has fallen from the grant date value for employee RSUs, the retention value of the equity awards we have made to employees is reduced proportionally, which may lead to higher voluntary attrition rates. As a result, we may need to provide additional cash or equity compensation to recruit and retain employees.

We currently do not have any key-man life insurance relating to our key personnel, and the employment of key personnel in the United States is generally at will and not subject to employment contracts.

If we are unable to successfully respond to technological advances and evolving industry standards, we could experience a reduction in our future product sales, which would cause our revenues to decline.

The market for our products is characterized by continuing technological development, the emergence of new technologies, evolving industry standards, changing customer needs, and frequent new product introductions and enhancements. The introduction of products by our competitors or others incorporating new

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technologies, such as the use of AI/ML, the emergence of new industry standards, or changes in customer requirements could render our existing products obsolete, unmarketable, or less competitive. In addition, industry-wide adoption or increased use of hand-coding, open source standards or other uniform open standards across heterogeneous applications could minimize the importance of the integration functionality of our products and materially adversely affect the competitiveness and market acceptance of our products. Furthermore, the standards on which we choose to develop new products or enhancements may not allow us to compete effectively for business opportunities.

Our success depends upon our ability to enhance existing products, to respond to changing customer requirements, and to develop and introduce new products in a timely manner that keep pace with technological and competitive developments, including those that may incorporate AI/ML, and emerging industry standards. We may be subject to new, or heightened legal, ethical, and other challenges. We have in the past experienced delays in releasing new products and product enhancements and may experience similar delays in the future. As a result, in the past, some of our customers deferred purchasing our products until the next upgrade was released. Future delays or problems in the installation or implementation of our new releases may cause customers to forgo purchases of subscriptions to our products and purchase those of our competitors instead. Additionally, even if we are able to develop new products and product enhancements, we cannot ensure that they will achieve market acceptance.

Our current research and development efforts, including the introduction of new products, the integration of acquired products, and the enhancement of existing products, may not be successful or result in significant revenue, cost savings or other benefits in the near future, if at all.

Rapid technological changes, including changes in customer requirements and preferences, are characteristic in the software industry. In particular, in the market for enterprise data management software and services, especially for broader data management initiatives, we have experienced increased competition from new and emerging technologies and increased market confusion from our customers or prospective customers about the benefits of our products compared to other solutions. In order to address the expanding data management needs of our customers and prospective customers, and to respond to rapid technological changes, technological trends and customer concerns, we introduce new products and technology enhancements on a regular basis, including products we acquire. For example, in 2023, we acquired Privitar Limited, a provider of privacy and security controls for enterprise data customers and released the PowerCenter Cloud Edition to accelerate migrations from on-premises PowerCenter to IDMC. In 2024, we introduced CLAIRE GPT and CLAIRE AI copilot. We intend to continue our investments to develop and introduce new products and product enhancements.

Introduction of new products, integration of acquired products and enhancement of existing products is a complex and costly process involving inherent risks, such as:

•the failure to accurately anticipate the impact of new and emerging technologies or changes in technological trends;

•the failure to accurately anticipate changes in customer requirements and preferences;

•delays in completion, launch, delivery, or availability;

•delays in customer adoption or market acceptance;

•delays in customer purchases in anticipation of products not yet released;

•product quality issues, including the possibility of defects and the costs of remediating any such defects;

•market confusion based on changes to the product packaging and pricing as a result of a new product release;

•market confusion based on the introduction of new and emerging technologies by us and our competitors or changes in technological trends, particularly the shift to cloud-based solutions;

•interoperability and integration issues between our existing products and newly acquired products or technologies, and the costs of remediating any such issues;

•interoperability and integration issues with third-party technologies and the costs of remediating any such issues;

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•customer issues with migrating or upgrading from previous product versions and the costs of remediating any such issues;

•bugs, errors, or other defects or deficiencies in the early stages of introduction;

•loss of existing customers that choose a competitor’s product instead of upgrading or migrating to the new or enhanced product; and

•loss of maintenance revenues from existing customers that do not upgrade or migrate.

Developing our products and related enhancements is expensive. We devote significant resources to the development of new products, the acquisition of products, and the enhancement of existing products, as well as to the integration of these products with each other. Our investments in research and development may not result in significant design improvements, marketable products or features, or may result in products that are more expensive than anticipated. Additionally, we may not achieve the cost savings or the anticipated performance improvements we expect, and we may take longer to generate revenue, or generate less revenue, than we anticipate. Our future plans include significant investments in research and development and related product opportunities. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position. However, we may not receive significant revenue from these investments in the near future, if at all, or these investments may not yield the expected benefits, either of which could adversely affect our business and results of operations. For example, while the use of AI/ML are leading to advancements in technology, if they are not widely adopted and accepted or fail to operate as expected, our business and reputation may be harmed. In addition, as we develop new products, particularly those based on new or emerging technologies, we may need to develop sales and marketing strategies that differ from the strategies we currently utilize, which may result in increased levels of investment and additional costs. For example, we are continuing to evolve our business model to increase subscription revenue and we are investing in our go-to-market strategies for our newer products.

Additionally, we have in the past experienced bugs, errors, or other defects or deficiencies in new products, including cloud subscription offerings and product updates and may have similar experiences in the future. Furthermore, our ability to increase the usage of our products depends, in part, on the development of new use cases for our products and may be outside of our control. We also have invested, and may continue to invest, in the acquisition of complementary businesses, technologies, services, products and other assets that expand the products that we can offer our customers. We may make these investments without being certain that they will result in products or enhancements that will be accepted by existing or prospective customers. Additionally, even if we are able to develop new products and product enhancements, we cannot ensure that they will achieve market acceptance. If we are unable to successfully enhance our existing products to meet evolving customer requirements, increase adoption and usage of our products, develop new products, or if our efforts to increase the usage of our products are more expensive than we expect, then our business, results of operations and financial condition would be adversely affected.

If we do not compete effectively, our revenues may not grow and could decline.

The market for our products is highly competitive, quickly evolving, and subject to rapidly changing technology, which may expand the alternatives available to our current and potential customers for their data management requirements. Our competition consists of:

•hand-coded custom-built solutions developed by internal IT teams;

•point solution vendors that compete with one of our products;

•cloud service providers (“CSPs”) with limited platform-specific capabilities in data management; and

•stack vendors that compete across in many of our markets with data management solutions.

From time to time, we compete with business intelligence and analytics vendors that offer, or may develop, products with functionalities that compete with our products.

Certain of our competitors have substantially greater financial, technical, marketing, and other resources, greater name recognition, specialized sales or domain expertise, broader product portfolios and stronger customer relationships than we do and may be able to exert greater influence on customer purchasing decisions. New or emerging technologies, technological trends or changes in customer requirements may result in certain of our strategic partners, including CSPs, becoming potential competitors in the future. Our competitors may be able to respond more quickly than we can to new or emerging technologies, technological

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trends and changes in customer requirements. Our current and potential competitors may develop and market new technologies that render our existing or future products obsolete, unmarketable, or less competitive. In addition, new products or enhancements of existing products that we introduce may not adequately address or respond to new or emerging technologies, technological trends or changes in customer requirements. Moreover, competition from new and emerging technologies and changes in technological trends, particularly the shift to cloud-based solutions, has increased market confusion about the benefits of our products compared to other solutions.

We expect competition to increase as other established and emerging companies enter the data management and data integration software market, as customer requirements evolve and as new products and technologies are introduced. Our ability to compete depends upon many factors both within and beyond our control, including the following:

•ability to offer a comprehensive platform with best of breed products;

•interoperability with multi-cloud, hybrid environments and applications;

•ability to embed advanced AI and machine learning in our platform;

•performance, reliability and security;

•ease of deployment and ease of use by the full breadth of data practitioners;

•elasticity and ability to quickly scale services;

•strength of cloud ecosystem partnerships;

•responsiveness to evolving customer needs and use cases;

•success of sales & marketing efforts;

•quality of customer support; and

•brand awareness and reputation.

We may have difficulty competing on the basis of price in circumstances where our competitors develop and market products with similar or superior functionality and pursue an aggressive pricing strategy. For example, some of our competitors may provide guarantees of prices and product implementation, offer data management products at no cost in order to charge a premium for additional functionality, or bundle data management products with other products at no cost to the customer or at deeply discounted prices for promotional purposes or as a long-term pricing strategy. These difficulties may increase as larger companies target the data management markets. A customer may be unwilling to pay a separate cost for our data management products if the customer has a bundled pricing arrangement with a company that offers a wider variety of products than us. As a result, increased competition, alternate pricing models and bundling strategies could seriously impede our ability to sell additional products and services on terms favorable to us.

In addition, consolidation among vendors in the software industry is continuing at a rapid pace. Our current and potential competitors may make additional strategic acquisitions, consolidate their operations, or establish cooperative relationships among themselves or with other solution providers, thereby increasing their ability to provide a broader suite of software products or solutions and more effectively address the needs of our current and prospective customers. These actions could cause potential customers to defer or not proceed with purchasing our products, or limit our ability to sell products through existing channels. If any of this were to occur, our ability to market and sell our software products would be impaired. In addition, competitive pressures could reduce our market share or require us to reduce our prices, either of which could harm our business, results of operations, and financial condition.

Furthermore, during periods of U.S. or global economic uncertainty, our customers’ capital spending may be significantly reduced. As a result, there is significantly increased competition for the allocation of IT budget dollars, and other IT implementations may take priority over the use of our products and services.

We may experience fluctuations in our quarterly or annual operating results, especially in the amount of self-managed subscription license and other license revenues we recognize.

Our quarterly and annual operating results, particularly the upfront point-in-time portion of revenue from new sales and contract renewals of our self-managed subscription license, have fluctuated in the past and may do so in the future. Our self-managed products, predominantly sold under a subscription-based license, are

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difficult to forecast accurately and are vulnerable to short-term shifts in customer demand. In the past, we have experienced, and may in the future experience, a reduction in contract duration for self-managed subscription license renewals, which reduces the amount of revenue that we recognize upfront on these transactions. We may also experience a reduction in contract duration for net new self-managed subscription licenses, which would reduce the amount of revenue that we recognize upfront on these transactions. Also, we may experience order deferrals by customers in anticipation of future new product introductions or product enhancements, as well as a result of their particular budgeting and purchase cycles. The continued global economic and geopolitical uncertainty may also cause further customer order deferrals or reductions, stricter customer purchasing controls and approval processes, and adversely affect budgeting and purchase cycles. By comparison, our short-term expenses are relatively fixed and based in part on our expectations of future revenues. We generally recognize a substantial portion of our self-managed subscription license revenues in the last month of each quarter and, sometimes in the last few weeks or days of each quarter. As a result, we cannot predict the adverse impact caused by cancellations or delays in prospective orders until the end of each quarter. We have experienced, and expect to continue to experience, a decline in self-managed subscription license revenues.

Moreover, the expansion of our product portfolio through the introduction of new products and programs, and the transition to cloud and consumption-based pricing, has increased the complexity of our transactions, increased the length of our sales cycles and reduced the predictability of the timing and the amount of future sales.

Due to the difficulty we experience in predicting our quarterly self-managed subscription license revenues, we believe that period-to-period comparisons of our operating results are not necessarily a good indication of our future performance.

In addition, a number of the other factors discussed in this section may cause fluctuations in our quarterly or annual operating results. As a result, our future operating results or forecasts of future operating results could fail to meet the expectations of investors, which could cause our stock price to decline.

Market adoption of cloud-based data management solutions may not grow as we expect, which may harm our business, financial condition and results of operations.

Market acceptance of cloud-based solutions may be affected by a variety of factors, including concerns regarding the security, privacy, cost, reliability, performance and perceived value associated with such offerings. Many customers have invested substantial resources on traditional, on-premises software solutions and the related ongoing support services, and they may be unwilling or reluctant to migrate to cloud-based solutions. If our cloud-based solutions do not achieve widespread adoption or the market for cloud-based data management solutions generally does not evolve as expected, it could result in reduced customer purchases, reduced renewal rates and decreased revenue, any of which will adversely affect our business, financial condition and results of operations.

If we are unable to accurately forecast sales and trends in our business, we may fail to meet expectations.

We use a “pipeline” system, a common industry practice, to forecast sales and trends in our business. Our sales personnel monitor the status of all potential sales of our products and estimate when a customer will make a purchase decision and the potential dollar amount of the sale. We aggregate these estimates periodically in order to generate a sales pipeline. We assess the pipeline at various points in time to look for trends in our business. While this pipeline analysis may provide us with some guidance in business planning and budgeting, these pipeline estimates are necessarily speculative. Our pipeline estimates may not correlate to revenues in a particular quarter or over a longer period of time, particularly in a weak or uncertain global macroeconomic environment. In addition, our pipeline estimates can prove to be unreliable in a particular quarter or over a longer period of time, in part because both the “conversion rate” of the pipeline into actual sales and the quality and timing of pipeline generation can be very difficult to estimate.

The conversion of the sales pipeline into actual subscription sales may also be affected by the tendency of some of our customers to wait until the end of a fiscal period in the hope of obtaining more favorable terms, which can also impede our ability to negotiate, execute and deliver on these contracts in a timely manner. Because we have historically converted a substantial portion of our pipeline into sales in the last month of each quarter and sometimes in the last few weeks of each quarter, we may not be able to adjust our cost structure in

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a timely manner in response to variations in the pipeline conversion rate. In addition, for newly acquired companies, we have limited ability to predict how their pipelines will convert into sales or revenues following acquisition. Any change in the conversion rate of the pipeline into customer sales or in the pipeline itself could cause us to improperly budget for future expenses that are in line with our expected future revenues, which would adversely affect our operating margins and results of operations.

A reduction in our sales pipeline and pipeline conversion rate could adversely affect the growth of our company.

We continue to experience a reduced conversion rate of our overall pipeline year over year, primarily as a result of general economic slowdowns, macroeconomic uncertainty and geopolitical disruptions, which caused the amount of customer purchases to be reduced, deferred, or cancelled. Recent and current global macroeconomic uncertainty and trends have had and may continue to have an adverse effect on our pipeline conversion rate for the foreseeable future. If we are unable to continue to increase the size of our sales pipeline and our pipeline conversion rate, our results of operations could fail to meet the expectations of investors, which could cause our stock price to decline.

We have international operations and sales offices in other countries and have experienced and may continue to experience various leadership transitions in our worldwide sales organization.

As our products become more complex and we target new customers, we expect to broaden our go-to-market initiatives and, as a result, our sales and marketing expenses may increase. We expect these investments to increase our revenues, sales productivity, and eventually our profitability. However, if we experience unexpected turnover in sales personnel, do not achieve expected increases in our sales pipeline, experience a decline in our sales pipeline conversion rate, or do not achieve increases in productivity and efficiencies from our new sales personnel, then we may not achieve our expected increases in revenue, sales productivity, and profitability.

As a result of our lengthy sales cycles, our expected revenues are susceptible to fluctuations, which could cause us to fail to meet expectations.

Due to the expense, broad functionality, and company-wide deployment of our products, our customers’ decisions to purchase subscriptions to our products typically require the approval of their executive decision makers. Macroeconomic uncertainty, inflationary pressures, volatility and uncertainty in the financial services sector, geopolitical disruptions, and other challenging global economic conditions, including international trade regulations and tariffs, have and are likely to continue to adversely affect the buying patterns of our customers and prospective customers, including stricter purchasing controls, the size of transactions, and length of our sales cycle. In addition, educating potential customers about the full benefits of our products can require significant time. These trends are likely to increase, particularly as we expand our market focus to broader data management initiatives and experience increased competition from new or emerging technologies. Further, our sales cycle has lengthened, and may continue to lengthen, as we continue to focus our sales efforts on large corporations. In addition, the purchase of subscriptions to our products may be delayed, or our sales cycle may become more complex, due to customer concerns about migrating pre-existing self-managed license products to cloud offerings, or potential conflicts in our sales channels and sales processes as we increasingly sell our subscription-based cloud offerings to accounts that have pre-existing self-managed license-based products. As a result of these factors, the length of time from our initial contact with a customer to the customer’s decision to purchase subscriptions to our products typically ranges from three to twelve months. We are subject to a number of significant risks as a result of our lengthy sales cycle that could delay, reduce or otherwise adversely affect the purchase of subscriptions to our products, including:

•changes in our customers’ budgetary constraints and internal risk acceptance and review procedures;

•the timing of our customers’ budget cycles;

•the seasonality of technology purchases, which historically has resulted in stronger sales of our products in the fourth quarter of the year, especially when compared to lighter sales in the first quarter of the year;

•our customers’ analyses of new or retired products, programs and features introduced during the sales cycle;

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•our customers’ concerns about managing a combination of perpetual license-based products and subscription-based products;

•market confusion over the introduction of new or emerging technologies by us or our competitors or changes in technological trends, particularly the shift to cloud-based solutions; or

•potential downturns in general economic or political conditions or potential tightening of credit markets that could occur during the sales cycle.

If our sales cycles lengthen unexpectedly, this could adversely affect the timing of our revenues or increase costs which may independently cause fluctuations in our revenues and results of operations. Finally, if we are unsuccessful in closing sales of our products after spending significant funds and management resources, our operating margins and results of operations could be adversely impacted.

The sales prices of our products may decrease, which may reduce our gross profits and adversely affect our financial results.

The sales prices for our subscription offerings and professional services may decline for a variety of reasons, including competitive pricing pressures, discounts, a change in our mix of subscription offerings, self-managed offerings and professional services and their respective margins, anticipation of the introduction of new subscription offerings or professional services, or promotional programs. Additionally, currency fluctuations in certain countries and regions may negatively impact actual prices that channel partners and customers are willing to pay in those countries and regions. Competition continues to increase in the market segments in which we participate, and we expect competition to further increase in the future, thereby leading to increased pricing pressures. Larger competitors with more diverse product and service offerings may reduce the price of products or services that compete with ours or may bundle them with other products and services. We cannot guarantee that we will be successful in developing and introducing new subscription offerings with enhanced functionality on a timely basis, or that any such new subscription offerings, if introduced, will enable us to maintain our prices and gross profits at levels that will allow us to achieve and maintain profitability.

We rely on our relationships with our strategic partners. If we do not establish, maintain and strengthen these relationships, our ability to generate revenue and control expenses could be adversely affected.

We believe that our ability to increase the sales of our products depends in part upon establishing, maintaining and strengthening relationships with our current strategic partners and any future strategic partners.

In addition to our direct sales force, we rely on established relationships with a variety of strategic partners, such as hyperscaler cloud partners, cloud data platforms, systems integrators, resellers, and distributors, for marketing, licensing, implementing, and supporting our products in the United States and internationally. We also rely on relationships with strategic technology partners, such as enterprise application providers, database vendors, data quality vendors, and enterprise information integration vendors, for the promotion and implementation of our products. In addition, as we develop new products, particularly those based on new or emerging technologies, we may need to establish relationships with new strategic partners, including those that may differ from the types of strategic partners we currently have. We may not be able to successfully establish such relationships, which may adversely affect the market acceptance of our products. In addition, given our limited history with our newer strategic partners, we cannot be certain these relationships will result in significant increases in sales of our products, particularly our newer products.

Our strategic partners offer products from several different companies, including, in some cases, products that compete with our products. We have limited control, if any, as to whether these strategic partners devote adequate resources to promoting, selling, and implementing our products as compared to our competitors’ products. Also, new or emerging technologies, technological trends or changes in customer requirements may result in certain of our strategic partners becoming potential competitors in the future. In addition, from time to time our strategic partners have acquired, and will likely continue to acquire, competitors of ours. Such consolidation makes it critical that we continue to develop, maintain and strengthen our relationships with other strategic partners. We may not be able to strengthen such relationships and successfully generate additional revenue.

Our Informatica Partner Program agreements with our strategic partners typically have a duration of 24 months, and generally may be terminated for any reason by either party with advance notice prior to each renewal date. It should be noted that in some jurisdictions, even with a right to termination for convenience,

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partners may be entitled to compensation upon termination, depending on local law, their level of investment and the notice period given. There can be no assurance that we will retain these strategic partners or that we will be able to secure additional or replacement strategic partners. The loss of one or more of our significant strategic partners or a decline in the number or size of orders from any of them could harm our ability to close transactions, which would reduce our revenues and results of operations. In addition, many of our new strategic partners require extensive training and may take several months or more to achieve productivity. Our strategic partner sales structure could subject us to lawsuits, potential liability, and reputational harm if, for example, any of our strategic partners misrepresents the functionality of our offerings, violates laws or does not comply with our policies or their own policies. If our strategic partners are unsuccessful in fulfilling the orders for our offerings, or if we are unable to enter into arrangements with and retain high quality strategic partners, our ability to sell our offerings and results of operations could be harmed.

In addition, we may not be able to maintain strategic partnerships or attract sufficient additional strategic partners who have the ability to market our products effectively, are qualified to provide timely and cost-effective customer support and service, or have the technical expertise and personnel resources necessary to implement our products for our customers. In particular, if our strategic partners do not devote sufficient resources to implement our products, we may incur substantial additional costs associated with hiring and training additional qualified technical personnel to implement solutions for our customers in a timely manner.

Furthermore, our relationships with our strategic partners may not generate enough revenue to offset the significant resources used to develop these relationships. If we are unable to leverage the strength of our strategic partnerships to generate additional revenues, our revenues could decline.

Delivering certain of our products via the cloud increases our expenses and may pose other challenges to our business.

We offer and sell software products delivered as a cloud service and software that is self-managed by our customers using their own infrastructure. Our cloud solutions enable quick setup and subscription pricing. We have less experience selling our cloud service offerings. We believe that over time more customers will move to the cloud offering. As more of our customers transition to the cloud, we may be subject to additional contractual obligations with respect to privacy and data protection, service level agreements, as well as competitive pressures and higher operating costs, any of which may harm our business. We are directing a significant portion of our financial and operating resources to implement a robust cloud offering for our products, but even if we continue to make these investments, we may be unsuccessful in growing or implementing our cloud offering competitively, and our business, results of operations and financial condition could be harmed. If our cloud offering does not develop as quickly as we expect, or if we are unable to continue to scale our systems to meet the requirements of a large cloud offering, our business may be harmed.

We expect our revenue mix to vary over time, which could harm our gross margin and operating results.

We expect our revenue mix to vary over time due to a number of factors, including the mix of our self-managed subscription products, cloud subscription offerings, and professional services revenue. Due to the differing revenue recognition policies applicable to our self-managed subscription licenses, which is recognized at a point in time, and cloud subscriptions, which is recognized ratably over the contractual term, shifts in our business mix from quarter-to-quarter or period-to-period could produce substantial variation in revenue recognized. Further, our gross margins and operating results could be harmed by changes in revenue mix and costs, together with numerous other factors, including entry into new markets or growth in lower-margin markets; entry into markets with different pricing and cost structures; pricing discounts; and increased price competition. Any one of these factors or the cumulative effects of certain of these factors may result in significant fluctuations in our gross margin and operating results. This variability, unpredictability and varying revenue recognition methods could result in our failure to meet internal expectations or those of securities analysts or investors for a particular period. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our Class A common stock could decline significantly.

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We have a history of losses and may not be able to achieve or maintain profitability on a consistent basis. If we cannot achieve or maintain profitability, our business, financial condition, and results of operations may suffer.

Prior to our IPO, we were taken private in a 2015 transaction led by Permira and CPP Investments (each a "Sponsor" and together "our Sponsors"). As a result of the transaction, we recorded $3.1 billion in acquired technology and intangible assets and incurred debt. We continue to recognize amortization expense from these assets and interest expense from the debt incurred, which has in prior periods contributed to reported net losses and will continue to reduce otherwise reportable net income. In addition, we anticipate that our operating expenses generally will increase in absolute dollars in the long term as we continue to enhance our offerings, broaden our customer base, expand our sales and marketing activities particularly with regard to our subscription-based offerings, expand our operations, hire additional employees, and continue to develop our technology. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses. Revenue growth may slow or revenue may decline for a number of possible reasons, including slowing demand for our products and services or increasing competition. Any failure to increase our revenue as we grow our business could prevent us from achieving profitability or positive cash flow at all or on a consistent basis, which would cause our business, financial condition, and results of operations to suffer. Additionally, increases in interest rates have impacted and will continue to impact profitability as our Credit Facilities (as defined below) have variable interest rates which are no longer being offset by the interest rate swaps that we previously entered into and matured on December 31, 2022.

Our ability to increase sales of our offerings is highly dependent on the quality of our products and customer support, and our failure to offer high quality products and support would have an adverse effect on our business, reputation and results of operations.

After our products are deployed, our customers depend on our maintenance and support services to resolve issues relating to our products, as well as our professional services, consisting of consulting and education services. If we do not succeed in helping our customers quickly resolve post-deployment issues or provide effective ongoing support and education on our products, our abi

Informatica Inc. 10-Q