AMPL 10-K & 10-Q changes, risk factors and insider trading

Our revenue growth rate may decline over time. In future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including slowing demand for our DigitalAI Analytics Platform, increased competition, changes to technology, a decrease in the growth of our overall market, or our failure, for any reason, to manage our growth effectively or to continue to take advantage of growth opportunities. We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described in this Annual Report on Form 10-K. If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect or change, or if we do not address these risks successfully, our financial condition and results of operations could differ materially from our expectations, and our business could be materially adversely affected.

the development of our DigitalAI Analytics Platform, including investments in our research and development team, the development or acquisition of new products, features, and functionality, and improvements to the scalability, availability, and security of our platform;

In order for us to maintain or improve our revenue growth and our results of operations, it is important that our customers renew their subscriptions when existing contract terms expire and that we expand our commercial relationships with our existing customers and attract new customers. We also seek to convert customers on our free-tier, self-service option to paid subscription contracts. Our customers have no obligation to renew their subscriptions, and our customers may not renew their subscriptions with similar contract periods or at all. Some of our customers have elected not to renew their agreements with us, and it is difficult to accurately predict long-term customer retention. In addition, our ability to attract new customers will depend on market acceptance of our DigitalAI Analytics Platform and the successful implementation of our marketing strategy.

Our customer retention and expansion and the rate at which we attract new customers may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our DigitalAI Analytics Platform, our support capabilities, our prices and pricing plans, the prices and value of competing products, reductions in our customers’ spending levels, new product releases, mergers and acquisitions affecting our customer base, or the effects of global economic conditions. We may be unable to timely address any retention issues with specific customers, which could materially adversely affect our results of operations. If our customers do not purchase additional subscriptions or renew their subscriptions, or if they renew on less favorable terms, or if we are unable to attract new customers, our revenue may decline or grow less quickly, which would materially adversely affect our business, financial condition, and results of operations.

fluctuations in demand for, or pricing of, our DigitalAI Analytics Platform, including as a result of our introduction of new products, features, and functionality;

fluctuations in usage of our DigitalAI Analytics Platform;

the potential adverse impact of climate change, natural disasters, health epidemics (such as the COVID-19 pandemic or similar outbreaks of disease),epidemics, political and social instability, including acts of war or other armed conflicts (including the war in Ukraine and the conflicts in the Middle East), and terrorist activities, on our business, operations, and the markets and communities in which we and our customers and partners operate and the disruption these events may cause to the global economy;

Any of these and other factors, or the cumulative effect of some of these factors, may cause our results of operations to vary significantly. To the extent our results of operations fall below the expectations of investors and securities analysts who follow our stock, the trading price of our Class A common stock could decline substantially, and we could face costly lawsuits, including securities class action litigation. For example, we arepreviously currently defendingdefended against a securities class action lawsuit (“Securities Class Action”) and a shareholder derivative lawsuit (“Derivative Action”), which were filed in the United States District Court for the Northern District of California. We are also currently defending against two privacy class actions and previously defended against a third privacy action. See “Legal Matters” in Note 9 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding the Securities Class Action, the Derivative Action and privacy actions. We have incurred and will continue to incur significant legal costs in connection with the defense of these lawsuits and management will be required to devote significant time in managing the defense of the actions.

the need to educate prospective customers about the uses and benefits of our DigitalAI Analytics Platform;

We generally recognize subscription revenue from customers ratably over the contracted period. As a result, a portion of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to subscriptions entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in a given quarter may have a small impact on our revenue results for that quarter. However, such a decline will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our DigitalAI Analytics Platform, including as a result of a general economic downturn, and potential changes in our pricing policies or rate of customer expansion or retention, may not be fully reflected in our results of operations until future periods. We may also be unable to reduce our cost structure in line with a significant deterioration in sales. In addition, a significant majority of our costs are expensed as incurred, while revenue is recognized over the contracted period of the agreement with our customer. As a result, increased growth in the number of our customers could continue to result in our recognition of more costs than revenue in the earlier periods of the terms of our customer agreements. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term.

Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers or potential customers. Our ability to grow our revenue and the profitability of our business depends, in part, on demand for software applications generally. Historically, during economic downturns there have been reductions in spending on software applications and services generally, as well as pressure for extended billing terms and other financial concessions. To the extent that economic conditions deteriorate in the United States or abroad, including as a result of inflationary pressures and the responses by central banking authorities to control such inflation, rising interest rates, debt and equity market fluctuations, bank failures, diminished liquidity and credit availability, increased unemployment rates, decreased investor and consumer confidence, political turmoil, tariffs,the imposition of tariffs and any retaliatory trade protection measures or trade wars that ensue, supply chain challenges, natural catastrophes and the effects of climate change, regional and global conflicts, and terrorist attacks on the United States, Europe, the Middle East, the Asia-Pacific region, or elsewhere, our customers and prospective customers may go out of business or elect to decrease their budgets, which would limit our ability to grow our business and materially adversely affect our financial condition and results of operations. For example, high levels of inflation and rising interest rates, as recently experienced in the United States, may impact businesses across many industries, including ours, by increasing the costs of labor, employee healthcare, components, and freight and shipping, which may further constrain our customers’ or prospective customers’ budgets. To the extent there is a sustained general economic downturn and our DigitalAI Analytics Platform is perceived by customers or potential customers as costly, or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in spending on software applications. In addition, our competitors, many of whom are larger and have greater financial resources than we do, may respond to challenging market conditions by lowering prices in an attempt to attract our customers or prospective customers, and they may be less dependent on key industry events to generate sales for their products. Further, macroeconomic uncertainty may result in an increased pace of consolidation in certain industries. If this were to occur, such consolidation may result in reduced overall spending on our services, particularly if our customers are acquired by organizations that do not use our services. In connection with unfavorable macroeconomic conditions and the related impact on our customers, in April 2023, we authorized a restructuring plan that reduced our global workforce by approximately 13%. We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, financial condition, and results of operations could be materially adversely affected.

Our success will depend to a substantial extent on the widespread adoption of SaaS applications in general, and of SaaS applications that look to solve aspects of digitalAI analytics. Many organizations have invested substantial personnel and financial resources to integrate traditional on-premise business software applications into their businesses, and therefore may be reluctant or unwilling to migrate to SaaS applications. It is difficult to predict customer adoption rates and demand for our DigitalAI Analytics Platform, the future growth rate and size of the SaaS applications market, or the entry of competitive applications. The expansion of the SaaS applications market depends on a number of factors, including the cost, performance, and perceived value associated with SaaS, as well as the ability of SaaS providers to address data security and privacy concerns. Additionally, government agencies have adopted, or may adopt, laws and regulations, and companies have adopted and may adopt policies regarding the collection and use of personal information obtained from consumers and other individuals, or may seek to access information on our platform, either of which may reduce the overall demand for our DigitalAI Analytics Platform. If we or other SaaS providers experience data security incidents, loss of customer data, disruptions in delivery, or other problems, the market for SaaS applications, including our DigitalAI Analytics Platform, may be negatively affected. If SaaS applications do not continue to achieve market acceptance, or there is a reduction in demand for SaaS applications caused by a lack of customer acceptance, technological challenges, weakening economic conditions, data security or privacy concerns, governmental regulation, competing technologies and products, or decreases in spending on SaaS applications, it would result in decreased revenue and our business, financial condition, and results of operations would be materially adversely affected.

The market for applications that look to address digitalAI analytics is fragmented, rapidly evolving, and highly competitive, with relatively low barriers to entry. As this market continues to mature and new technologies and competitors enter the market, we expect competition to intensify. We face competition from:

Our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements. With the introduction of new technologies, the evolution of our DigitalAI Analytics Platform, and new market entrants, we expect competition to intensify in the future. Pricing pressures and increased competition generally could result in reduced sales, reduced margins, financial losses, or the failure of our DigitalAI Analytics Platform to achieve or maintain more widespread market acceptance, any of which could harm our business.

Our competitors vary in size and in the breadth and scope of the products and services they offer. Further, other established SaaS providers not currently focused on digitalAI analytics may expand their services to compete with us. Many of our current and potential competitors have established marketing relationships, access to larger customer bases, pre-existing customer relationships, and major distribution agreements with consultants, system integrators, and resellers. Certain of our competitors have partnered with, or have acquired, and may in the future partner with or acquire, other competitors to offer services, leveraging their collective competitive positions, which makes, or would make, it more difficult to compete with them. For all of these reasons, we may not be able to compete successfully against our current and future competitors, which would harm our business. For more information about the competitive landscape in which we operate, see “Part I, Item 1. Business—Competition” in this Annual Report on Form 10-K.

Our ability to attract new customers and retain and increase revenue from existing customers depends in large part on our ability to enhance and improve our DigitalAI Analytics Platform and to introduce new products, features, and functionality. In order to grow our business, we must develop products, features, and functionality that reflect the changing needs of customers, and we believe that the pace of innovation will continue to accelerate. The success of any enhancement to our DigitalAI Analytics Platform depends on several factors, including timely completion, adequate quality testing, and market acceptance. Any new product, feature, or functionality that we develop may not be introduced in a timely or cost-effective manner, may contain defects, or may not achieve the market acceptance necessary to generate sufficient revenue. If we are unable to successfully develop new products, features or functionality, enhance our DigitalAI Analytics Platform to meet customer requirements, or otherwise gain market acceptance, our business, financial condition, and results of operations could be materially adversely affected.

Because our DigitalAI Analytics Platform is available over the internet, we need to continuously modify and enhance it to keep pace with changes in internet-related hardware, software, analytics, and database technologies and standards. In addition, we need to continue to invest in technologies, services, and partnerships that increase the types of data processed on our platform and the ease with which customers can send data into our platform. We must also continue to enhance our data sharing and data exchange capabilities so customers can share their data with internal business units, customers, and other third parties. In addition, our platform requires third-party public cloud infrastructure to operate. We must continue to innovate to optimize our offerings for these and other public clouds that our customers require, particularly as we expand internationally. Further, the markets in which we compete are subject to evolving industry standards and regulations, resulting in increasing data governance and compliance requirements for us and our customers. To the extent we expand into the public sector and other highly regulated industries, our DigitalAI Analytics Platform may need to address additional requirements specific to those industries.

If we are unable to enhance our DigitalAI Analytics Platform to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, more conveniently, or more securely than our platform, our business, financial condition, and results of operations would be materially adversely affected.

If we fail to properly develop, invest in, deploy, and manage AI Technologies used in our productsAI andAnalytics services,Platform, our business, financial condition, and results of operations could be materially adversely affected.

We have incorporated, and expect in the future we will continue to incorporate,incorporate machine learning and generative artificial intelligence technologies (collectively, “AI Technologies”) into our productAI offerings.Analytics WePlatform, and are making significant investments in this area. Across our AI Analytics Platform, we offer our customers a suite of AI Technologies that are designed to help them surface, interpret, and achieve data insights faster.faster, Forincluding example,capabilities wethat leverage large language models (“LLMs”"LLM") in(i.e., AI models that can produce and output new data and information). For example, certain features use LLMs to enable natural language querying of product data, generate summaries of trends, and aid customers in analyzing their product data.

We incorporate LLMs (i.e., AI models that can produce and output new data and information) into certain of our products and services.services as part of our AI Analytics Platform. There is a risk that AI Technologies could produce inaccurate or misleading data or other discriminatory or unexpected results or behaviors, all of which could harm our reputation, business, or customer relationships. While we take measures designed to ensure the accuracy of AI-generated insights, those measures may not always be successful, and in some cases, we may need to rely on users to report such inaccuracies.

WeIn addition to our proprietary AI Technologies, we use AI Technologies licensed from third parties in our products and services and our ability to continue to use such technologies at the scale we need may be dependent on access to specific third-party technology. We cannot control the availability or pricing of such third-party AI Technologies, especially in a highly competitive environment, and we may be unable to negotiate favorable economic terms with the applicable providers. If any such third-party AI Technologies become incompatible with our solutions or unavailable for use, or if the providers of such models unfavorably change the terms on which their AI Technologies are offered or terminate their relationship with us, our solutions may become less appealing to our customers and our business could be harmed. In addition, to the extent any third party AI Technologies are used as a hosted service, any disruption, outage, or loss of information through such hosted services could disrupt our operations or solutions, damage our reputation, cause a loss of confidence in our solutions, or result in legal claims or proceedings, for which we may be unable to recover damages from the affected provider.

Issues relating to the responsible use of our technologies, including AI Technologies in our offerings,AI Analytics Platform, may result in reputational or financial harm and liability.

Concerns relating to the responsible use of new and evolving technologies, such as AI Technologies, in our productsAI andAnalytics servicesPlatform may result in reputational or financial harm and liability and may cause us to incur costs to resolve such issues. AI Technologies pose emerging legal, security, social, and ethical issues and present risks and challenges that could affect adoption, and therefore our business. If we enable or offer solutions that draw controversy due to their perceived or actual impact on society, such as AI Technologies solutions that have unintended consequences, infringe copyright, or are controversial because of their impact on privacy, employment, or other social or economic issues, or if we are unable to develop effective internal policies and frameworks relating to the responsible development and use of AI Technologies within our product offerings, we may experience brand or reputational harm, competitive harm, financial harm, and/or legal liability. Our failure to adequately address concerns and regulations relating to the responsible use of AI Technologies by us or others could undermine public confidence and slow adoption of our products and services or cause reputational or financial harm.

WeAs have experienced, and maywe continue to experience,grow rapidand growth inexpand our business and operations, whichsignificant has placed, anddemands may continuebe to place, significant demandsplaced on our management and operational and financial resources. Recent unfavorable conditions in the macroeconomic environment have constrained growth in the economy generally, and in the software industry in particular, and many of our customers have consequently experienced a downturn in their business outlook. As a result of these factors, in April 2023, we approved a restructuring plan that reduced our global workforce to improve operational efficiencies and reduce operating cost. If economic conditions improve, weWe intend to continue to invest to expand our business, personnel, and operations, which may cause our margins to decline, and any investments we make will occur in advance of experiencing the benefits from such investments, making it difficult to determine in a timely manner if we are efficiently allocating our resources. As usage of our DigitalAI Analytics Platform grows, we will need to devote additional resources to improving our platform’s features and functionality, developing or acquiring new products, and maintaining infrastructure performance. Even if we are able to upgrade our systems and expand our personnel, any such expansion will be expensive and complex, requiring management’s time and attention. We could also face inefficiencies or operational failures as a result of our efforts to scale our infrastructure. Moreover, there are inherent risks associated with upgrading, improving, and expanding our information technology systems. We cannot be sure that the expansion and improvements to our infrastructure and systems will be fully or effectively implemented on a timely basis, if at all. In addition, as we grow, we will need to appropriately scale our internal business systems and our services organization, including customer support, to serve our growing customer base, particularly as our customer demographics change over time. Managing these changes will require significant expenditures and allocation of valuable management resources. If we fail to successfully manage our anticipated growth and changes to our business, the quality of our products may suffer, which could negatively affect our brand and reputation and harm our ability to attract new customers and retain existing customers. As we continue to grow, we may need to implement more complex organizational management structures or adapt our corporate culture and work environments to changing circumstances, which could have an adverse impact on our corporate culture. Any failure to preserve our culture could harm our business, including our ability to retain and recruit personnel, innovate and operate effectively, and execute on our business strategy.

We and certain third party vendors of ours collect and maintain information in digital form that is necessary to conduct our business, and we are increasingly dependent on information technology systems and infrastructure to operate our business. In the ordinary course of our business, we collect, store and transmit large amounts of confidential information, including intellectual property, proprietary business information, and personal information (collectively, “Confidential Information”) of customers and our employees and contractors. Our platform also stores, transmits, and processes our customers’ proprietary data, including personal or identifying information of their customers or employees. We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of our information technology systems and Confidential Information. Unauthorized disclosure of, access to, or security breaches of our platform or our information technology systems could result in the loss of Confidential Information, loss of business, severe reputational damage adversely affecting customer or investor confidence, damage to our brand, diversion of management’s attention, regulatory investigations, and orders, litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, significant costs for remediation that may include liability for stolen assets or information and repair of system damage that may have been caused, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach, and other liabilities. We have incurred, and expect to continue to incur, significant expenses to prevent security breaches, including deploying additional personnel and protection technologies, training employees, and engaging third-party experts and consultants. Even though we do not control the security measures of third parties who may have access to our Confidential Information or our platform, we may be responsible for any breach of such measures or suffer reputational harm even where we do not have recourse to the third party that caused the breach. In addition, any failure by our vendors to comply with applicable law or regulations could result in proceedings against us by governmental entities or others.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with, or effective in protecting our systems and information and despite the implementation of security measures, our information technology systems, as well as those of third parties with which we have relationships, are not fully secure from, and may be vulnerable to,to a range of cybersecurity risks and threats, including, cyberattacks, denial and degradation-of-service attacks, ransomware attacks, business email compromises, computer malware, malicious code, misconfigurations, "bugs," viruses, and social engineering (including phishing) which are prevalent in our industry and our customers’ industries. In addition, we as well as those third parties with which we have relationships, may experience attacks, unavailable systems, unauthorized access to systems or data, or disclosure due to natural disasters, terrorism, war, telecommunication and electrical failures, hacking, employee theft or misuse, human error, fraud, denial and degradation-of-service attacks, sophisticated nation-state and nation-state-supported actors, and advanced persistent threat intrusions. Electronic security attacks designed to gain access to personal, sensitive, or confidential data are increasing in number, constantly evolving, and such attacks continue to grow in sophistication. The techniques and tools – including artificial intelligence – may be used to sabotage, or to obtain unauthorized access to, our platform, information technology systems, networks, or physical facilities in which Confidential Information is stored or through which Confidential Information is transmitted change frequently, and we may be unable to implement adequate preventative measures or stop security breaches while they are occurring. We may also experience security breaches that may remain undetected for an extended period. Even if identified, we may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence. As a result of our continued hybrid work environment, we may also face increased cybersecurity risks due to our reliance on internet technology and the number of our and our service providers’ employees who are, and may continue, working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. We have previously been, and may in the future become, the target of cyberattacks by third parties seeking unauthorized access to our Confidential Information or to disrupt our operations or ability to provide our services.

Our DigitalAI Analytics Platform is proprietary, and we rely on the expertise of members of our engineering, operations, product, and software development teams for its continued performance. It may become increasingly difficult and costly to maintain and improve the performance of our DigitalAI Analytics Platform, especially during peak usage times and as our platform becomes more complex and our user traffic increases. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, financial condition, and results of operations may be materially adversely affected.

We depend and rely on third-party hosted cloud services and internet infrastructure in order to operate critical functions of our business. For example, our platform and internal tools use computing, storage capabilities, bandwidth, and other services provided by AWS. If these services become unavailable due to extended outages, interruptions, or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage our business could be interrupted, and our processes for managing sales of and delivering our DigitalAI Analytics Platform could be impaired until we are able to identify, obtain, and implement equivalent services, if we are able to do so at all. Any of these circumstances could materially adversely affect our business, financial condition, and results of operations.

In using our DigitalAI Analytics Platform, our customers depend on our product support team to resolve complex technical and operational issues. We may be unable to respond quickly enough to accommodate short-, medium-, and long-term increases in customer demand for product support. We also may be unable to modify the nature, scope, and delivery of our product support to compete with changes in product support services provided by our competitors. Increased customer demand for product support, without corresponding revenue, could increase costs and materially adversely affect our results of operations. Our sales are highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality product support, or a market perception that we do not maintain high-quality product support, could materially adversely affect our reputation, our ability to sell our DigitalAI Analytics Platform to our customers and prospective customers, and our business, financial condition, and results of operations.

Incorrect or improper implementation or use of our DigitalAI Analytics Platform could result in customer dissatisfaction and materially adversely affect our business, financial condition, and results of operations.

We often assist our customers in implementing our DigitalAI Analytics Platform (whether through us directly or through a third-party implementation partner), and they may need training in the proper use of our DigitalAI Analytics Platform to maximize its potential and avoid inadequate performance. If we or our implementation partners fail to train customers on how to efficiently and effectively use our DigitalAI Analytics Platform or if we fail to provide adequate product support to our customers, we may lose opportunities for additional subscriptions, customers may choose not to renew or expand the use of our DigitalAI Analytics Platform, we may experience negative publicity or legal claims against us, and our reputation and brand may suffer. Any of these circumstances could materially adversely affect our business, financial condition, and results of operations.

Our customers and prospective customers expect our DigitalAI Analytics Platform to integrate with a variety of software platforms, and we need to continuously modify and enhance our platform to adapt to changes in software, browser, and database technologies. We have developed our platform to be able to integrate with third-party SaaS applications through the interaction of application programming interfaces (“APIs”). In general, we rely on the fact that the providers of such software systems continue to allow us access to their APIs to enable these custom integrations. We are subject to the standard terms and conditions of such providers, or other agreements we may have with them, which govern the distribution, operation, and fees of such software systems, and which may be subject to change by such providers. As a result of limits or prohibitions by other parties, unacceptable terms, technical difficulties, our failure to recognize demand, or for other reasons, we may not successfully build, deploy, or offer the integrations needed. If we fail to offer a variety of integrations or the integrations that our customers and prospective customers expect and demand, then our DigitalAI Analytics Platform may become less marketable, less competitive, or obsolete, and our business, financial condition, results of operations, and growth prospects could be materially adversely affected.

We have limited experience with respect to determining the optimal prices for our DigitalAI Analytics Platform and, as a result, we have in the past needed, and expect in the future that we will need, to change our pricing model from time to time. As the market for our DigitalAI Analytics Platform matures, or as new competitors introduce new products or services that compete with ours, we may be unable to attract new customers at the same price or based on the same pricing models as we have used historically. Pricing decisions may also impact the mix of adoption among our subscription plans and negatively impact our overall revenue. Although we occasionally upsell within contract terms based on customer needs, substantially all of our customer contracts have a subscription period of one year or longer, for which we primarily bill annually in advance with no obligation to renew. As a result, potential changes in our pricing policies, or our rate of customer expansion or retention, may not be fully reflected in our results of operations until future periods. Moreover, larger organizations may demand price concessions. As a result, in the future we may be required to reduce our prices, which could materially adversely affect our business, financial condition, and results of operations.

In order to increase our sales to new and existing customers, we must expand our sales and marketing operations, including our sales force and third-party channel partners, and continue to dedicate significant resources to inbound sales and marketing programs, both domestically and internationally. Our ability to increase our customer base and achieve broader market acceptance of our products will depend, in part, on our ability to effectively organize, focus, and train our sales and marketing personnel. If we are unable to increase adoption of our DigitalAI Analytics Platform by new and existing customers, especially enterprise customers, our business, financial condition, and results of operations may be materially adversely affected.

We employ a go-to-market business model whereby a portion of our revenue is generated by sales through our channel partners, such as independent software vendors and resellers, that further expand the reach of our direct sales force into additional geographies, sectors, and industries. In particular, we have entered, and intend to continue to enter, into strategic sales distributor and reseller relationships in certain international markets where we do not have a local presence. We provide certain of our channel partners with specific training and programs to assist them in selling access to our DigitalAI Analytics Platform, but there can be no assurance that these steps will be effective. In addition, if our channel partners are unsuccessful in marketing and selling access to our DigitalAI Analytics Platform, it would limit our expansion into certain geographies, sectors, and industries. If we are unable to develop and maintain effective sales incentive programs for our channel partners, we may not be able to incentivize these partners to sell access to our DigitalAI Analytics Platform to customers.

Some of these partners may also market, sell, and support offerings that are competitive with ours, may devote more resources to the marketing, sales, and support of such competitive offerings, may have incentives to promote our competitors’ offerings to the detriment of our own, or may cease selling access to our DigitalAI Analytics Platform altogether. Our channel partners could subject us to lawsuits, potential liability, and reputational harm if, for example, any of our channel partners misrepresents the functionality of our DigitalAI Analytics Platform to customers or violates laws or our or their corporate policies. Our ability to achieve revenue growth in the future will depend, in part, on our success in maintaining successful relationships with our channel partners, identifying additional channel partners, including in new markets, and training our channel partners to independently sell access to our DigitalAI Analytics Platform. If our channel partners are unsuccessful in selling access to our DigitalAI Analytics Platform, or if we are unable to enter into arrangements with or retain a sufficient number of high-quality channel partners in each of the regions in which we sell access to our DigitalAI Analytics Platform and keep them motivated to sell access to our DigitalAI Analytics Platform, our business, financial condition, results of operations, and growth prospects could be materially adversely affected.

We have experienced rapid growth in our customer base since our inception. Although our growth strategy includes acquiring new customers across industries, company size, and stages of digital maturity, we believe there is a significant opportunity to continue to penetrate the largest global organizations. Sales to larger organizations involve risks that may not be present, or that are present to a lesser extent, with sales to smaller organizations, such as longer sales cycles, more complex customer requirements, substantial upfront sales costs, and less predictability in completing some of our sales. For example, enterprise customers, which we define as customers with more than 1,000 employees or $100 million in revenue, may require considerable time to evaluate and test our DigitalAI Analytics Platform prior to making a purchase decision and placing an order. A number of factors influence the length and variability of our sales cycle, including the need to educate potential customers about the uses and benefits of our DigitalAI Analytics Platform, the discretionary nature of purchasing and budget cycles, and the competitive nature of evaluation and purchasing approval processes. As a result, the length of our sales cycle, from identification of the opportunity to deal closure, may vary significantly from customer to customer, with sales to enterprises typically taking longer to complete. In recent periods, the average length of our sales cycle to enterprises was four to six months, as compared to one to three months to non-enterprise customers. In addition, larger organizations may demand more features and integration services. Sales to larger organizations also may increase the variability of our financial results. If we are unable to close one or more expected significant transactions with these customers in a particular period, or if an expected transaction is delayed until a subsequent period, our results of operations for that period, and for any future periods in which revenue from such transaction would otherwise have been recognized, may be adversely affected. If we fail to effectively manage these risks associated with sales cycles and sales to larger organizations, our business, financial condition, and results of operations may be materially adversely affected.

We believe that maintaining and enhancing our reputation as a differentiated and category-defining company in digitalAI analytics is critical to our relationships with our existing customers and to our ability to attract new customers. The successful promotion of our brand attributes will depend on a number of factors, including our marketing efforts, our ability to ensure that our platform remains reliable and secure, our ability to continue to develop high-quality software, and our ability to successfully differentiate our DigitalAI Analytics Platform from competitive products and services. In addition, independent industry analysts often provide reviews of our DigitalAI Analytics Platform, as well as products and services offered by our competitors, and the market perception of our DigitalAI Analytics Platform may be significantly influenced by these reviews. If these reviews are negative, or less positive as compared to those of our competitors’ products and services, our brand may be adversely affected. It may also be difficult to maintain and enhance our brand in connection with sales through channel or strategic partners.

changes, which may be unexpected, in a specific country’s or region’s political, economic, or legal and regulatory environment, including Brexit, armed conflicts, pandemics, terrorist activities, tariffs, trade wars, or long-term environmental risks;

the need to adapt and localize our DigitalAI Analytics Platform for specific countries;

burdens of complying with laws and regulations related to privacy and data security, including the E.U. General Data Protection Regulation (“EU GDPR”) and similar laws and regulations in other jurisdictions; and burdens of complying with laws and regulations related to taxation, and regulations, adverse tax burdens, and foreign exchange controls that could make it difficult to repatriate earnings and cash.

We are continuing to monitor the situation in Ukraine and assessing its impact on our business, including our business partners and customers. Such circumstances, combined with sanctions have resulted in disruptions to our customerscustomers' businesses in the impacted regions, including, at times, their ability to pay for our services. As such, we may experience a reduction in revenue from customers in the impacted regions as long as these circumstances continue.

Although we have released our Amplitude CDP, Amplitude Experiment, Amplitude Session Replay, WarehouseFeature NativeExperimentation, Amplitude,Web andExperimentation, Audience Activation, Guides and SurveysSurveys, AI Agents, Amplitude Model Context Protocol ("MCP"), AI Visibility, AI Feedback and Automated Insights products, we currently derive, and expect to continue for some time to derive, substantiallya allsignificant portion of our revenue from our Amplitude Analytics product. As such, the continued growth in demand for, and market acceptance, of Amplitude Analytics is critical to our success. Demand for Amplitude Analytics and our other products and platform functionality is affected by a number of factors, many of which are beyond our control, such as continued market acceptance of our products by customers for existing and new use cases, the timing of development and release of new products, features, and functionality that are lower-cost alternatives introduced by us or our competitors, technological changes, and developments within the markets we serve, and growth or contraction in our addressable markets. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of our products, particularly our Amplitude Analytics product, our business, financial condition, and results of operations could be materially adversely affected.

For the years ended December 31, 20242025 and 2023,2024, our research and development expenses were 28% and 33% of our revenue.revenue, respectively. If we do not spend our research and development budget efficiently or effectively on compelling innovation and technologies, our business may be harmed. Moreover, research and development projects can be technically challenging and expensive. The nature of these research and development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we are able to offer compelling products and generate revenue, if any, from such investment. Additionally, anticipated customer demand for a product or service we are developing could decrease after the development cycle has commenced, and we would nonetheless be unable to avoid substantial costs associated with the development of any such product or service. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of products that are competitive in our current or future markets, our business, financial condition, and results of operations would be materially adversely affected.

We use software in our DigitalAI Analytics Platform that is licensed from third parties pursuant to open-source licenses. Certain open-source software licenses require a user who distributes or otherwise makes available the open-source software in connection with the user’s proprietary software to disclose publicly part or all of the source code to the user’s proprietary software. The use and distribution of open-source software may entail greater risks than the use of third-party commercial software, as open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. Additionally, certain open-source software licenses are difficult to interpret and require the user of such software to make the source code of any derivative works of the open-source code and certain related software available to third parties with few restrictions on the use or further distribution of such software by such third parties. As a result, we may face claims from others seeking to enforce the terms of an open-source license, including by demanding the release of derivative works of the open-source software and our proprietary source code that was developed or used in connection with such software. These claims could also result in litigation and require us to replace certain open-source software with proprietary software licensed under costly commercial licenses or require us to devote additional research and development resources to change our platform, any of which would have a material adverse effect on our business and results of operations. Although we have implemented policies to regulate the use and incorporation of open-source software into our platform, we cannot be certain that we have not incorporated open-source software in our platform in a manner that is inconsistent with such policies. Any use of open-source software inconsistent with our policies or licensing terms could materially adversely affect our business, financial condition, and results of operations.

The regulatory framework for AI Technologies is rapidly evolving as many federal, state, and foreign government bodies and agencies have introduced or are currently considering additional lawslaws, regulations, self-regulatory frameworks, guidelines and regulations.statutes. Additionally, existing laws and regulations may be interpreted in ways that would affect the operation of our AI Technologies. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, guidelines, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations.

Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI Technologies, and new laws regulating AI Technologies have either entered into force in the United States and the EU in 20242025 or are expected to enter into force in 2025.the future. In the United States, the Trump administration has rescinded an executive order relating to the safe and secure development of AI Technologies that was previously implemented by the Biden administration. The Trump administration then issued a new executive order that, among other things, requires certain agencies to develop and submit to the president action plans to “sustain and enhance America’s global AI dominance” and to specifically review and, if possible, rescind rulemaking conducted pursuant to the rescinded Biden executive order. The Trump administration may continue to rescind other existing federal orders and/or administrative policies relating to AI Technologies or may implement new executive orders and/or other rule making relating to AI Technologies in the future. Accordingly, the scope and direction of orders, policies, rules and regulations related to AI Technologies at the federal level in the United States in the near future is uncertain. Any such changes at the federal level could require us to expend significant resources to modify our products, services, or operations to ensure compliance or remain competitive. U.S. legislation related to AI Technologies has also been introduced at the federal level and is advancing at the state level. For example, the California Privacy Protection Agency is currently in the2025 process of finalizingfinalized regulations under the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (collectively, the “CCPA”) regarding the use of automated decision-making. California also enacted seventeena number of new laws in 2024 that further regulate use of AI Technologies and provide consumers with additional protections around companies’ use of AI Technologies, such as requiring companies to disclose certain uses of generative AI. Other states have also passed AI-focused legislation, such as Colorado’s Artificial Intelligence Act, which will require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination, and Utah’s Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions.

In Europe, on MayAugust 21,1, 2024, the European Union legislators approved the EU Artificial Intelligence Act (the “EU AI Act”), whichentered into force, and establishes a comprehensive, risk-based governance framework for AI in the EU market. The EU AI Act is expected to enter into force on August 1, 2024, and the majority of the substantive requirements will apply twofrom yearsAugust later.2, 2026. The EU AI Act will applyapplies to companies that develop, useuse, and/or provide AI in the EU and—depending on the AI use case—includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and proposes fines for breach of up to 7% of worldwide annual turnover. In addition, onthe Septemberrevised 28,EU 2022,Product Liability Directive came into force in December 2024, to be implemented into EU member state national law by December 2026. This Directive extends the EuropeanEU’s Commissionexisting proposedstrict two Directives seeking to establish a harmonized civilproduct liability regime forto AI inTechnologies theand EU,AI-enabled inproducts, orderand to facilitatefacilitates civil claims in respect of harm caused by AI and to include AI-enabled products within the scope of the EU’s existing strict product liability regime.AI. Once fully applicable, the EU AI Act and the Liability Directives will have a material impact on the way AI is regulated in the EU. Global "digital" regulations continue to develop and evolve, including the EU GDPR, ePrivacy Directive and the Data Act (the "Data Act"). Further, in Europe we are subject to the EU GDPR, which regulates our use of personal data for automated decision making that results in a legal or similarly significant effect on an individual, and provides rights to individuals in respect of that automated decision making. Recent case law from the Court of Justice of the European Union (“CJEU”) has taken an expansive view of the scope of the EU GDPR’s requirements around automated decision making and introduced uncertainty in the interpretation of these rules. Specifically, the CJEU has expanded the scope for automated decision making under the EU GDPR by finding that automated decision making activities can fall within the EU GDPR’s restrictions on those activities even if the required legal or similarly significant effect for the individual is carried out by a third party. The EU AI Act, and developing interpretation and application of the EU GDPR in respect of automated decision making, together with developing guidance and/or decisions in this area, may affect our use of AI Technologies and our ability to provide, improve or commercialize our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations and financial condition. Further, the Data Act came into force on September 12, 2025. The Data Act may apply to our provision of data processing services in the EU and introduces a general requirement to remove pre-commercial, commercial, technical, contractual and other barriers that inhibit our customers from terminating contracts, porting data or unbundling services. We are monitoring developments in this area. The changes introduced by the Data Act may impact the duration of customer relationships and result in additional compliance and operational costs, which may affect our business. If any of our data processing activities are found to violate the requirements imposed by this law, we may incur substantial fines, have to change our business practices, and face reputational harm, any of which could have an adverse effect on our business.

It is possible that new laws and regulations will be adopted in the United States and in other non-U.S. jurisdictions, or it is possible that new laws and regulations will be adopted in the United States and in other non-U.S. jurisdictions, or that existing laws and regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI Technologies for our business, or require us to change the way we use AI Technologies in a manner that negatively affects the performance of our products, services, and business and the way in which we use AI Technologies. We may need to expend resources to adjust our products or services in certain jurisdictions if the laws, regulations, or decisions are not consistent across jurisdictions. Further, the cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI Technologies). Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition, and results of operations.

On June 12, 2024, the U.S. Department of the Treasury’s Office of Foreign Assets Control issued, pursuant to Executive Order 14071 and 31 CFR § 587.802, a determination—“Prohibition on Certain Information Technology and Software Services”—that restricts the provision of certain IT and software-related services to Russia. The determination prohibits U.S. persons, wherever located, from exporting, reexporting, selling, or supplying IT support and cloud-based services for enterprise management software and design and manufacturing software to persons located in Russia. Although it is not clear that Amplitude’s software and services are captured by this determination, out of an abundance of caution, we ceased providing our software or IT support or cloud-based services to persons located in Russia on September 12, 2024, when the determination took effect. As a result, we have experienced a decrease in revenue since September 12, 2024 as well as additional bad debts due to changes in our ability to collect open receivables from customers that have had service disruptions caused by this determination.

We may incur significant expenses to comply with the laws, regulations, and other obligations that apply to us. For example, in Europe, we are subject to the EU GDPR and to the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”). The GDPR went into effect in May 2018 and imposes stringent data protection requirements for processing the personal data of individuals within the EEA or UK in the context of our activities within the EEA,EEA or UK, including certain disclosure requirements, limitations on retention of personal data, mandatory data breach notification requirements, and additional obligations. Non-compliance with the GDPR can trigger fines of up to the greater of €20 million / £17.5 million or 4% of our global annual turnover. Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States, and the efficacy and longevity of current transfer mechanisms between the EEA and the United States remains uncertain. Case law from the CJEU states that reliance on the standard contractual clauses—a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism—alone may not necessarily be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis. TheWe Europeanexpect Commissionthe adoptedexisting itslegal Adequacycomplexity Decisionand inuncertainty relationregarding international personal data transfers to continue, and international transfers to the newUnited E.U.-U.S.States Data Privacy Framework (“DPF”) on July 10, 2023, rendering the DPF effective as a GDPR transfer mechanismand to U.S.other entitiesjurisdictions self-certifiedmore undergenerally theto DPF.continue Weto expectbe subject to enhanced scrutiny by regulators. As the regulatory guidance and enforcement landscape in relation to data transfers continue to develop, in relation to transfers to the United States and elsewhere. As a result, we may have to make certain operational changes and we will have to implement revised standard contractual clauses and other relevant documentation for existing data transfers within required time frames.

In addition to the European Union and United Kingdom, a growing number of other global jurisdictions are considering, or have passed, legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our platform, particularly as we expand our operations internationally. Some of these laws, such as the General Data Protection Law in Brazil, or the Act on the Protection of Personal Information in Japan, impose similar obligations as those under the GDPR. Others, such as those in Russia, India, and China, could potentially impose more stringent obligations, including data localization requirements. If we are unable to develop and offer features that meet legal requirements or help our customers meet their obligations under the laws or regulations relating to privacy, data protection, or information security, or if we violate or are perceived to violate any laws, regulations, or other obligations relating to privacy, data protection, or information security, we may experience reduced demand for our DigitalAI Analytics Platform, harm to our reputation, and could become subject to investigations, claims, and other remedies, which would expose us to significant fines, penalties, and other damages, all of which would harm our business. Further, given the breadth and depth of changes in global data protection obligations, compliance has caused us to expend significant resources, and such expenditures are likely to continue into the future as we continue our compliance efforts and respond to new interpretations and enforcement actions.

The data protection landscape is also rapidly growing and evolving in the United States. As our operations and business grow, we may become subject to or affected by new or additional data protection laws and regulations and face increased scrutiny or attention from regulatory authorities. For example, the CCPA, requires covered businesses that process the personal information of California residents to, among other things: (i) provide certain disclosures to California residents regarding the business’s collection, use, and disclosure of their personal information, (ii) receive and respond to requests from California residents to access, delete, and correct their personal information, or to opt out of certain disclosures of their personal information, and (iii) enter into specific contractual provisions with service providers that process California resident personal information on the business’s behalf. Additional compliance investment and potential business process changes may be required. Similar laws have been passed in other states and are continuing to be proposed at the state and federal level,states, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of such laws may have potentially conflicting requirements that would make compliance challenging.

Amplitude is a leading DigitalAI Analytics Platform that helps businesses understand how people are using their products so they can build amazing digital experiences that increase acquisition, monetization and retention - and drive revenue growth. We work with more than 3,8004,797 paying customers of various sizes and stages of digital maturity, across many industries, including the teams behind some of the most-beloved digital products in the world. We have experienced significant growth in recent years, with approximately 725780 employees in seven global offices.

At the core of our DigitalAI Analytics Platform is our Behavioral Graph, a proprietary, purpose-built behavioral database that is the largest of its kind. Our Behavioral Graph instantly finds patterns, makes recommendations, and connects customer actions along their journeys to the right business outcomes, like engagement, growth, and loyalty. We architected our Behavioral Graph to power numerous products, beginning with our core product analytics solution. Consistently ranked #1 in multiple categories by G2, Amplitude Analytics provides real-time product data and reconstructed user visits so cross-functional teams can understand what is working and what is not. We have since expanded our offerings to include products that enable teams to build personalized product experiences, test product changes, and improve data quality across their technology stack.

We have experienced significant growth in recent years driven by the rapid adoption of our DigitalAI Analytics Platform by our global, diversified base of 3,8754,797 paying customers as of December 31, 2024.2025. Our customers span across industries and sizes, from the leading digital innovators to those earlier in their digital transformation journey. For the years ended December 31, 20242025 and 2023,2024, our revenue was $299.3$343.2 million and $276.3$299.3 million, respectively, representing year-over-year growth of 8%.15%. For the years ended December 31, 20242025 and 2023,2024, our net loss was $94.3$88.5 million and $90.4$94.3 million, respectively. For the years ended December 31, 20242025 and 2023,2024, our net cash provided by operating activities was $18.5$29.8 million and $25.6$18.5 million, respectively, and our free cash flow was $11.7$23.5 million and $22.4$11.7 million, respectively.

We generate revenue primarily through selling subscriptions to our platform. We reach customers through a direct sales motion, solution partners, and product-led growth initiatives, including subscription plans to meet the needs of a diverse range of companies. For the year ended December 31, 2024,2025, subscription revenue comprised of 98% of our total revenue.

We have been effective in helping our customers to gauge the proper event volume or MTUs to contract to ensure that they maximize their investment in our platform. In situations where customers exceed their committed volume in a given period, they incur overage charges that we have the contractual right to bill at our discretion. Depending on the circumstances, we often use this as an opportunity to renegotiate a customer contract to ensure they have the right contracted volume to meet their business objectives. Historically, overage charges have not made up a significant portion of our revenue. In many cases, customers will proactively expand their contract within the contract term, generally increasing event or MTU volume and platform capabilities to expand existing or address new use cases. Substantially all of our sales led customer contracts have a subscription period of one year or longer. In the fiscal year ended December 31, 2024,2025, we billed a majority of these contracts annually in advance with the remainder billed semi-annually, quarterly, semi-annually, or monthly.

As of December 31, 2024,2025, we had 591698 paying customers that each represented greater than $100,000 in annual recurring revenue ("ARR") and 4256 customers that each represented greater than $1$1.0 million in ARR, demonstrating the mission critical nature of our platform to help customers succeed in the new digital age. In comparison, we had 511591 customers that each represented greater than $100,000 in ARR and 3942 customers that each represented greater than $1$1.0 million in ARR for the years ended December 31, 2023.2024. Customers that each represented greater than $100,000 in ARR accounted for approximately 75%78% and 74%75% of our total ARR as of December 31, 20242025 and 2023,2024, respectively. We define ARR as the annual recurring revenue of subscription agreements at a point in time based on the terms of customers’ contracts, including certain premium services that are subject to contractual subscription terms and Plus customers that we expect to recur. ARR should be viewed independently of revenue, and does not represent our U.S. GAAP revenue on an annualized basis, as it is an operating metric that can be impacted by contract start and end dates and renewal rates. No single customer accounted for more than 3%10% of our revenue in the years ended December 31, 20242025 and 2023.2024.

We believe that our DigitalAI Analytics Platform can help businesses across industries, company size, and stages of digital maturity drive better business outcomes through optimizing the digital product experience of their customers. We are focused on continuing to acquire new customers and expanding our relationships with our existing installed base to support our long-term growth. We have invested, and expect to continue to invest, in our sales and marketing efforts to drive customer acquisition.

Historically, we have been successful at efficiently growing our customer base and number of customers who have entered into and grown into larger subscriptions with us as evidenced by the growth of our number of paying customers and number of customers that represent greater than $100,000 in annual recurring revenue (“ARR”).ARR. As of December 31, 20242025 and 2023,2024, we had 591698 and 511591 customers, respectively, that each represented greater than $100,000 in ARR, representing a 16%18% increase year-over-year. Additionally, we had 4256 and 3942 customers, respectively, that each represented greater than $1$1.0 million in ARR, up 8%33% year-over-year. As of each of December 31, 20242025 and 2023,2024, 27 and 26 of the Fortune 100 were paying customers, respectively, which demonstrates both our traction to date as well as our significant opportunity to continue to penetrate into the largest global organizations. We believe our relationship with some of the world’s most beloved product-led companies has resulted in increased brand credibility and access to many attractive growth opportunities.

As of December 31, 20242025 and 2023,2024, our dollar-based net retention rate (TTM) was 97%104% and 101%,97%, respectively, for paying customers. Additionally, our ending dollar-based net retention rate for paying customers as of December 31, 20242025 and 2023,2024, was 100%105% and 98%,100%, respectively.

We believe that our customers will demand additional features and capabilities beyond our current platform offerings to assist them in optimizing their digital products. We have a history of, and will continue to invest significantly in, developing and delivering innovative products, features, and functionality targeted at our core customer base. In addition, we may choose to add new products and offerings or enhance our platform capabilities through acquisitions. In recent years, we have acquired companies to bolsterimprove and expand our predictiveplatform analyticscapabilities. andIn dataOctober instrumentation capabilities and most recently2024, we acquired CommandAICommand AI to provide intuitive,intuitive AI-powered user assistance to make complex software easier to adopt and navigate. In June 2025, we completed an asset acquisition of Inari to accelerate our AI roadmap, leveraging their team’s deep expertise in applied AI. In July 2025, we completed a talent acquisition of June.io, a startup focused on empowering early‑stage product teams, to contribute to our next generation of AI-driven analytics experiences. In July 2025, we completed the acquisition of Kraftful, integrating Kraftful's Voice of Customer Technology to unite quantitative user behavioral data and qualitative user feedback into Amplitude. Going forward, we may pursue both strategic partnerships and acquisitions that we believe will be complementary to our business, accelerate customer acquisition, increase usage of our platform, and/or expand our productplatform offerings in our core markets.

Our investment for growth encompasses multiple critical areas, including product expansion, our sales force, sales support, partner ecosystem, and our international presence. We continue to evolve our technology and product offerings, to ensure that we are best serving our customers’ needs. For example, in September 2024, we launched Amplitude Made Easy to simplify the platform experience for customers, and in June 2024, we introduced Warehouse Native to allow customers to unlock insights directly from their data warehouse. Additionally, in February 2025, after our acquisition of CommandAI, we launched Guides and Surveys which fully integrates CommandAI's cutting-edge user assistance with our Data Analytics Platform. We believe the evolution of our technology and product offerings will lead to increased retention and positive customer referrals that will continue to generate expansion opportunities within our existing installed base and from new customers. We plan to continue to invest in our research and development organization to maintain and strengthen our market leadership position, and we believe that attracting the best engineering talent will continue to be critical to our long-term success. As we continue to invest in our platform, we expect our research and development expenses, including those capitalized for internal-use software, to increase in dollar amount over time. Over the longer term, we believe these expenses as a percentage of revenue will decrease, though these expenses as a percentage of revenue could increase in the short term.

Finally, we see opportunities to expand offices and headcount internationally to better service targeted international markets where we believe we have significant opportunity to accelerate existing traction and success. For the years ended December 31, 20242025 and 2023,2024, 40%39% and 39%40% of our revenue was generated outside the United States, respectively. As we seek to expand our business globally, we may be adversely affected by global economic and political instability. For example, as a result of the Russia-Ukraine war and related sanctions, we have terminated certain relationships with customers in Russia. Some of the businesses of our customers in the impacted regions have also experienced disruptions that have affected their ability to pay for our services. See “Risk Factors–Risks Related to Our Business and Industry–Our operations are international in scope, and we plan further geographic expansion, creating a variety of operational challenges.”

We define annual recurring revenue (“ARR”) as the annual recurring revenue of subscription agreements at a point in time based on the terms of customers’ contracts, including certain premium services that are subject to contractual subscription terms and Plus customers that we expect to recur. ARR should be viewed independently of revenue,revenue and does not represent our U.S. GAAP revenue on an annualized basis, as it is an operating metric that can be impacted by contract start and end dates and renewal rates. ARR is also not intended to be a forecast of revenue.

We calculate dollar-based net retention rate as of a period-end by starting with the ARR from the cohort of all customers as of 12 months prior to such period-end (the “Prior Period ARR”). We then calculate the ARR from these same customers as of the current period-end (the “Current Period ARR”). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers as well as any overage charges in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the dollar-based net retention rate (“NRR”). We then calculate the weighted average of the trailing 12-month dollar-based net retention rates, to arrive at the dollar-based net retention rate (“NRR (TTM)”).

Stock-based compensation expense-related charges include employer payroll tax-related expenses on employee stock transactions, but exclude stock-based compensation costs included in Restructuring and Other Related Charges.transactions.

Research and development expenses consist primarily of personnel and related expenses. These expenses also include third-party services and consulting expenses, software subscriptions, hosting expenses for research and development activities, product design costs prior to the application development stage, third-party services and consulting expenses, software subscriptions, and allocated overhead costs for overhead used in research and development activities. A substantial portion of our research and development efforts are focused on enhancing our software, including researching ways to add new features and functionality to our platform. We anticipate continuing to invest in innovation and technology development, and as a result, we expect research and development expenses to increase in dollar amount but to decrease as a percentage of revenue over the longer term, though the percentage may fluctuate from quarterperiod to quarterperiod depending on the extent and timing of product development initiatives. In the short term, research and development costs could increase as a percentage of revenue.

Sales and marketing expenses consist primarily of personnel and related expenses andexpenses, expenses for performance marketing and lead generation, and brand marketing. These expenses also include allocated overhead costs and travel-related expenses. Sales commissions earned by our sales force that are considered incremental and recoverable costs of obtaining a subscription with a customer are deferred and amortized on a straight-line basis over the expected period of benefit of five years.

We continue to make strategic investments in our sales and marketing organization, and we expect sales and marketing expenses to remain our largest operating expense in dollar amount. Although we previously experienced cost savings due to our restructuring, weWe expect our sales and marketing expenses to continue to increase in dollar amount but to decrease as a percentage of revenue over the longer term, though the percentage may fluctuate from quarterperiod to quarterperiod depending on the extent and timing of our marketing initiatives. In the short term, sales and marketing costs could increase as a percentage of revenue.

We have also incurred certain expenses as part of operating as a publicly-traded company, including professional fees and otherinsurance expenses. As a public company, we expect to continue to incur costs associated with accounting, compliance, insurance, and investor relations which could fluctuate from period to period. Although we previously experienced cost savings due to our restructuring, weWe expect our general and administrative expenses to continue to increase in dollar amount over time but to generally decrease as a percentage of our revenue over the longer term, though the percentage may fluctuate from period to period depending on the timing and amount of our general and administrative expenses, including in the short term.

(1) Amounts include stock-based compensation expense as follows:

Revenue increased $23.0$43.9 million,million or 8%,15%, in fiscalthe 2024year ended December 31, 2025 compared to fiscalthe 2023.year ended December 31, 2024. The increase in revenue was primarily due to growth of our paying customer base, partially offset by partial and full churn among existing customerscustomers, which marginallywas outpacedlower than our strong expansion ofwithin our existing customerscustomer accounts as reflected by our NRR (TTM) of 97%104% as of December 31, 2024.2025.

Cost of revenue increased $5.0$12.4 million,million or 7%,16%, in fiscalthe 2024year ended December 31, 2025 compared to fiscalthe 2023.year ended December 31, 2024. The increase was primarily due to an increase of $3.2$6.0 million in third-party hosting costs as we increased capacity to support paying customer usage and growth of our paying customer basebase, $3.4 million increase in amortization of capitalized internal-use software development costs, and $2.5$2.8 million net increase in personnel and relatedsubcontractor-related expenses, including an increase inhigher allocated overhead costs. The increase was partially offset by a decrease of $0.8 million in stock-based compensation expense and related payroll taxes.

Sales and marketing expenses increased $14.6$19.7 million,million or 9%,12%, in fiscalthe 2024year ended December 31, 2025 compared to fiscalthe 2023.year ended December 31, 2024. The increase was primarily duedriven toby an increase of $8.0$13.3 million in personnel and related expenses, including an increase in allocatedpersonnel-related overheadexpenses, costs$5.2 and anmillion increase of $2.8 million in stock-based compensation expenses and related payroll taxes. The increase was also attributable to an increase of $2.5 million in commissionstaxes, and variable$1.1 compensation related to anmillion increase in thesales amortization of capitalized commissions in the period compared to the same period in the prior year. There was also an increase of $1.3 million in travel-relatedevent expenses.

General and administrative expenses increased $9.0$0.5 million,million or 16%,1%, in fiscalthe 2024year ended December 31, 2025 compared to fiscalthe 2023.year ended December 31, 2024. The increase was primarily attributabledriven toby an increase of $3.8$1.8 million in personnel and related expenses, including an increase in allocatedconsulting overheadexpenses, costs$1.2 million increase in software subscriptions expenses, and an$0.6 million increase of $3.1 million in stock-based compensation expenseexpenses and related payroll taxes.taxes, Theoffset increaseby was also attributable to an increase of $1.5$1.1 million decrease in legal fees.expenses, $1.1 million decrease in bad debt expenses, $0.3 million decrease in recruiting expenses, and $0.3 million decrease in corporate insurance expenses.

Other income (expense), net increaseddecreased $1.4$4.2 million,million or 11%,28%, in fiscalthe 2024year ended December 31, 2025 compared to fiscalthe 2023.year ended December 31, 2024. The increasedecrease was primarily due to higherlower interest income of $1.5$3.8 million duedriven toby a higherlower combined yield on investments and cash equivalents during the year ended December 31, 2024.2025.

Provision for (benefit from) income taxes increased $0.5$1.4 million,million or 41%,79%, in fiscalthe 2024year ended December 31, 2025 compared to fiscalthe 2023,year ended December 31, 2024, primarily due to an increase inincreased foreign taxes during the year ended December 31, 2024.2025.

Since inception, we have financed operations primarily through the net proceeds we have received from the sales of our preferred stock and common stock as well as cash generated from the sale of subscriptions to our platform. We have generated losses from our operations as reflected in our accumulated deficit of $457.8$546.4 million as of December 31, 2024.2025. We generated positive cash flows from operating activities during the years ended December 31, 20242025 and 20232024; however, we have historically generated negative cash flows from operating activities. Our future capital requirements will depend on many factors, including revenue growth and costs incurred to support our platform, including growth in our customer base and customer usage, increased research and development expenses to support the growth of our business and related infrastructure, and increased general and administrative expenses to support being a publicly-tradedpublicly traded company.

Our largest source of operating cash is cash collection from sales of subscriptions to our paying customers. Our primary uses of cash from operating activities are for personnel and related expenses, marketing expenses, and third-party hosting-related and software expenses. For the years ended December 31, 20242025 and 2023,2024, we have generated positive cash flow from operating activities; however, in the past several years, we generated negative cash flows from operating activities and have supplemented working capital requirements through net proceeds from the sale of preferred stock and common stock.activities.

Net cash provided by operating activities of $18.5$29.8 million for fiscal 20242025 reflects our net loss of $94.3$88.5 million, adjusted by non-cash items such as stock-based compensation expense of $100.0$92.1 million, depreciation and amortization of $6.1$9.6 million, and non-cash operating lease costs of $4.0$4.4 millionmillion, and other non-cash adjustments of $2.1 million, as well as net cash provided by changes in our operating assets and liabilities of $2.4$10.1 million. The net cash provided by changes in operating assets and liabilities primarily consisted of collections outpacing revenue recognized as evidenced through the increase in cash of $8.6$15.0 million from changes in accounts receivable and deferred revenuerevenue, and a netan increase of $13.8 million from changes in accrued expenses and accounts payable of $8.5 million.payable. These changes were offset by an increase in prepaid expenses and other current and noncurrentnon-current assets of $5.5$3.1 million, a $4.9$4.7 million decrease in operating lease liabilities due to payments related to our operating lease obligations, and an increase in deferred commissions of $4.3$10.9 million.

Net cash provided by operating activities of $25.6$18.5 million for fiscal 20232024 reflects our net loss of $90.4$94.3 million, adjusted by non-cash items such as stock-based compensation expense of $88.3$100.0 million, depreciation and amortization of $5.6$6.1 million, and non-cash operating lease costs of $3.9$4.0 million as well as net cash provided by changes in our operating assets and liabilities of $18.5$2.4 million. The net cash provided by changes in operating assets and liabilities primarily consisted of collections outpacing revenue recognized as evidenced through the net increase in cash of $4.1$8.6 million from changes in accounts receivable and deferred revenue.revenue Additionally,and ana net increase in accrued expenses and accounts payable of $14.4$8.5 million due to timing of payments made and a decrease in prepaid expenses and other current and noncurrent assets of $5.8 million contributed to the net cash provided by operating activities.million. These changes were offset by an increase in deferredprepaid commissionsexpenses and other current and non-current assets of $1.7$5.5 million, and a $4.1$4.9 million decrease in operating lease liabilities due to payments related to our operating lease obligations.obligations, and an increase in deferred commissions of $4.3 million.

Net cash used in investing activities of $75.4$55.1 million for fiscal 20242025 consisted of $146.3$116.8 million of purchases of marketable securities, $16.1$3.0 million in cash paid for an acquisition, net of cash acquired, $5.1$4.7 million of capitalized internal-use software development costs, and $1.7$1.6 million in purchases of property and equipment.equipment, and 0.2 million in issuance of a bridge loan. These decreases were partially offset by $93.8$71.3 million of cash received from the maturities of marketable securities.

Net cash providedused byin investing activities of $9.3$75.4 million for fiscal 20232024 consisted of $12.5$146.3 million of purchases of marketable securities, $16.1 million in cash paid for an acquisition, net of cash acquired, $5.1 million of capitalized internal-use software development costs, and $1.7 million in purchases of property and equipment. These decreases were offset by $93.8 million of cash received from the maturities of marketable securities, offset by $1.9 million of capitalized internal-use software development costs, and $1.3 million in purchases of property and equipment.securities.

Net cash used in financing activities of $19.9$65.3 million for fiscal 20242025 primarily consisted of $26.4$38.4 million in net tax remittance on equity awards related to the vesting of RSU awards under a withhold-to-cover method, partially$30.8 million in repurchase of common stock, and $1.1 million cash paid for acquisition holdbacks, offset by $6.5$4.9 million in proceeds from the exercise of stock options.

Amounts anticipated to be recognized within 12 months of the balance sheet date are recorded as deferred commissions, current, with the remaining portion recorded as deferred commissions, noncurrent,non-current, in the consolidated balance sheets. Amortization of deferred commissions is included in sales and marketing expense in the consolidated statements of operations and comprehensive loss. We periodically review these deferred commissions to determine whether events or changes in circumstances have occurred that could impact recoverability or the period of benefit. There were no impairment losses recorded during the periods presented.

Our revenue was $343.2 million for the fiscal year ended December 31, 2025 and $93.5$194.4 million and $80.0$163.2 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. However, you should not rely on our historical revenue growth as an indication of our future performance.

We have experienced net losses in each period since inception. We generated net losses of $88.5 million for the fiscal year ended December 31, 2025 and $23.3$57.9 million and $22.2$46.9 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. As of MarchJune 31,30, 2026, we had an accumulated deficit of $569.7$604.3 million. We expect our costs and expenses to increase in future periods. In particular, we intend to continue to invest significant resources in:

Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers or potential customers. Our ability to grow our revenue and the profitability of our business depends, in part, on demand for software applications generally. Historically, during economic downturns there have been reductions in spending on software applications and services generally, as well as pressure for extended billing terms and other financial concessions. To the extent that economic conditions deteriorate in the United States or abroad, including as a result of inflationary pressures and the responses by central banking authorities to control such inflation, rising interest rates, debt and equity market fluctuations, bank failures, diminished liquidity and credit availability, increased unemployment rates, decreased investor and consumer confidence, political turmoil, the imposition of tariffs (and uncertainty related to the enforceability thereof) and any retaliatory trade protection measures or trade wars that ensue, supply chain challenges, natural catastrophes and the effects of climate change, regional and global conflicts, and terrorist attacks on the United States, Europe, the Middle East, the Asia-Pacific region, or elsewhere, our customers and prospective customers may go out of business or elect to decrease their budgets, which would limit our ability to grow our business and materially adversely affect our financial condition and results of operations. For example, high levels of inflation and rising interest rates, as recently experienced in the United States, may impact businesses across many industries, including ours, by increasing the costs of labor, employee healthcare, components, and freight and shipping, which may further constrain our customers’ or prospective customers’ budgets. To the extent there is a sustained general economic downturn and our AI Analytics Platform is perceived by customers or potential customers as costly, or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in spending on software applications. In addition, our competitors, many of whom are larger and have greater financial resources than we do, may respond to challenging market conditions by lowering prices in an attempt to attract our customers or prospective customers, and they may be less dependent on key industry events to generate sales for their products. Further, macroeconomic uncertainty may result in an increased pace of consolidation in certain industries. If this were to occur, such consolidation may result in reduced overall spending on our services, particularly if our customers are acquired by organizations that do not use our services. We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, financial condition, and results of operations could be materially adversely affected.

The market in which we operate is highly competitive, and ifour ability to compete depends on developments in our technology, including the successful deployment of AI in our products. If we do not compete effectively, our business, financial condition, and results of operations could be materially adversely affected.

Our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements. With the introduction of new technologies, the evolution of our AI Analytics Platform, and new market entrants, we expect competition to intensify in the future. PricingIn particular, the market for AI solutions is evolving rapidly. We may not achieve the intended benefits of our AI initiatives, and our competitors may integrate AI into their products or market their AI solutions more effectively than we do, which could materially adversely affect our business, financial condition, and results of operations. In addition, pricing pressures and increased competition generally could result in reduced sales, reduced margins, financial losses, or the failure of our AI Analytics Platform to achieve or maintain more widespread market acceptance, any of which could harm our business.

We expect that increased investment will be required in the future to continuously improve our use of AI Technologies. Our efforts to develop and improve proprietary AI models may increase our operating costs and could be limited by our access to processing infrastructure or training data. We may be dependent on third-party providers for such resources, and we cannot control the availability or pricing of such resources, particularly in a highly competitive environment where demand for processing capacity and high-quality training data continues to grow. As with many technological innovations, there are significant risks involved in developing, maintaining, and deploying AI Technologies and there can be no assurance that the usage of, or our investments in, such AI Technologies will always be beneficial to our products or services, or business, including our efficiency or profitability.

We are in varying stages of development in relation to our products involving AI Technologies. The continuous development, maintenance, and operation of our AI Technologies is complex, and may involve unforeseen difficulties including material performance problems, undetected defects, or errors. We may not be successful in our ongoing development and maintenance of these technologies in the face of novel and evolving technical, reputational, and market factors. For instance, the models underlying our AI Technology can experience degradation (also known as "model drift") in which their performance and accuracy decrease over time without further human intervention to detect and correct such degradation. Any failure to identify and remediate such model drift in a timely manner could adversely affect the quality of our AI-powered products and services.

Additionally, any output data created using AI Technologies, including LLMs, may not be subject to copyright protection which may adversely affect our intellectual property rights in, or ability to commercialize or use, the output data. In the United States, a number of civil lawsuits have been initiated related to the foregoing and other concerns, the outcome of any one of which may, among other things, require us to limit the ways in which we use AI Technologies in our business. While AI-related lawsuits to date have generally focused on the AI service providers themselves, our use of any output produced by AI Technologies may expose us to claims, increasing our risks of liability. For example, the output data produced by certain AI Technologies may include information subject to certain privacy laws or constitute an unauthorized derivative work of the copyrighted material used in training the underlying AI Technologies, any of which could also create a risk of liability for us, or adversely affect our customers and our business or operations. While some providers of AI Technologies offer to indemnify their end users for any copyright or other intellectual property infringement claims arising from the output of their AI Technologies, we may not be successful in adequately recovering our losses in connection with such claims under any such indemnification provisions.

Concerns relating to the responsible use of new and evolving technologies, such as AI Technologies, in our AI Analytics Platform may result in reputational or financial harm and liability and may cause us to incur costs to resolve such issues. AI Technologies pose emerging legal, security, social, and ethical issues and present risks and challenges that could affect adoption, and therefore our business. If we enable or offer solutions that draw controversy due to their perceived or actual impact on society, such as AI Technologies solutions that have unintended consequences, infringe copyright, or are controversial because of their impact on privacy, employment, or other social or economic issues, or if we are unable to develop effective internal policies and frameworks relating to the responsible development and use of AI Technologies within our product offerings, we may experience brand or reputational harm, competitive harm, financial harm, and/or legal liability. Our failure to adequately address concernsapplicable legal and regulationsregulatory requirements relating to the responsible use of AI Technologies by us or others could undermine public confidence and slow adoption of our products and services or cause reputational or financial harm.

As we continue to grow and expand our business and operations, significant demands may be placed on our management and operational and financial resources. We intend to continue to invest to expand our business, personnel, and operations, which may cause our margins to decline, and any investments we make will occur in advance of experiencing the benefits from such investments, making it difficult to determine in a timely manner if we are efficiently allocating our resources. As usage of our AI Analytics Platform grows, we will need to devote additional resources to improving our platform’s features and functionality, developing or acquiring new products, and maintaining infrastructure performance. Even if we are able to upgrade our systems and expand our personnel, any such expansion will be expensive and complex, requiring management’s time and attention. We could also face inefficiencies or operational failures as a result of our efforts to scale our infrastructure. Moreover, there are inherent risks associated with upgrading, improving, and expanding our information technology systems. We cannot be sure that the expansion and improvements to our infrastructure and systems will be fully or effectively implemented on a timely basis, if at all. In addition, as we grow, we will need to appropriately scale our internal business systems and our services organization, including customer support, to serve our customer base, particularly as our customer demographics change over time. Managing these changes will require significant expenditures and allocation of valuable management resources. If we fail to successfully manage our growth and changes to our business, the quality of our products may suffer, which could negatively affect our brand and reputation and harm our ability to attract new customers and retain existing customers. As we continue to grow, we may need to implement more complex organizational management structures or adapt our corporate culture and work environments to changing circumstances, which could have an adverse impact on our corporate culture. Any failure to preserve our culture could harm our business, including our ability to retain and recruit personnel, innovate and operate effectively, and execute on our business strategy.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with, or effective in protecting our systems and information and despite the implementation of security measures, our information technology systems, as well as those of third parties with which we have relationships, are not fully secure from, and may be vulnerable to a range of cybersecurity risks and threats, including cyberattacks, denial and degradation-of-service attacks, ransomware attacks, business email compromises, computer malware, malicious code, misconfigurations, "bugs," viruses, and social engineering (including phishing) which are prevalent in our industry and our customers’ industries. In addition, we, as well as those third parties with which we have relationships, may experience attacks, unavailable systems, unauthorized access to systems or data, or disclosure due to natural disasters, terrorism, war, telecommunication and electrical failures, hacking, employee theft or misuse, human error, fraud, denial and degradation-of-service attacks, sophisticated nation-state and nation-state-supported actors, and advanced persistent threat intrusions. Electronic security attacks designed to gain access to personal, sensitive, or confidential data are increasing in number, constantly evolving, and such attacks continue to grow in sophistication. The techniques and tools – including artificialAI intelligenceTechnology – may be used to sabotage, or to obtain unauthorized access to, our platform, information technology systems, networks, or physical facilities in which Confidential Information is stored or through which Confidential Information is transmitted change frequently, and we may be unable to anticipate or implement adequate preventative measures against all such techniques in every instance or stop security breaches while they are occurring. We may also experience security breaches that may remain undetected for an extended period. Even if identified, we may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence. As a result of our continued hybrid work environment, we may also face increased cybersecurity risks due to our reliance on internet technology and the number of our and our service providers’ employees who are, and may continue, working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. We have previously been, and may in the future become, the target of cyberattacks by third parties seeking unauthorized access to our Confidential Information or to disrupt our operations or ability to provide our services.

For the year ended December 31, 2025 and the threesix months ended MarchJune 31,30, 2026 and 2025, 39%, 39%,40%, and 39% of our revenue was generated outside the United States, respectively. A component of our growth strategy involves the further expansion of our operations and customer base internationally, which will require significant dedication of management attention and financial resources. We are continuing to adapt to and develop strategies to address international markets, but there is no guarantee that such efforts will have the desired effect. Our sales organization outside the United States is substantially smaller than our sales organization in the United States, and to date, only a very small portion of our sales has been driven by resellers or other channel partners. To the extent we are unable to effectively engage with non-U.S. customers due to our limited sales force capacity and limited channel partners, we may be unable to effectively grow in international markets.

changes, which may be unexpected, in a specific country’s or region’s political, economic, or legal and regulatory environment, including armed conflicts, pandemics, terrorist activities, tariffs,tariffs (and uncertainty related to the enforceability thereof), trade wars, or long-term environmental risks;

We are continuing to monitor the situation in Ukraine and assessingassess its impact on our business, including our business partners and customers. Such circumstances, combined with sanctions, have resulted in disruptions to our customers' businesses in the impacted regions, including, at times, their ability to pay for our services.

We have no way to predict the progress or outcome of the war in Ukraine or its impacts in Ukraine, Russia, or surrounding countries as the war, and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of the war, sanctions, and resulting market disruptions could be significant and could potentially have a substantial impact on the global economy and our business for an unknown period of time. Any of the above-mentioned factors could materially adversely affect our business, financial condition, and results of operations. Any such disruptions may also magnify the impact of other risks described in this “Risk Factors” section and elsewhere in this Quarterly Report on Form 10-Q.

For the year ended December 31, 2025 and the threesix months ended MarchJune 31,30, 2026 and 2025, our research and development expenses were 28%, 27%,30%, and 29% of our revenue, respectively. If we do not spend our research and development budget efficiently or effectively on compelling innovation and technologies, our business may be harmed. Moreover, research and development projects can be technically challenging and expensive. The nature of these research and development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we are able to offer compelling products and generate revenue, if any, from such investment. Additionally, anticipated customer demand for a product or service we are developing could decrease after the development cycle has commenced, and we would nonetheless be unable to avoid substantial costs associated with the development of any such product or service. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of products that are competitive in our current or future markets, our business, financial condition, and results of operations would be materially adversely affected.

In addition, we have filed registration statements to register all shares subject to options and restricted stock units (“RSU”) outstanding or reserved for future issuance under our equity compensation plans. As of MarchJune 31,30, 2026, we had options outstanding that, if fully exercised, would result in the issuance of 9,478,6299,364,213 shares of Class A common stock, as well as 12,483,35720,823,544 shares of Class A common stock subject to RSUs.

As our company grows and evolves, we may need to implement more complex organizational management structures, adapt our corporate culture and work environments, streamline our organization, or adjust the size and structure of our workforce to scale for the future and execute our long-term growth plan. These changes could have an adverse impact on our corporate culture and employee morale, which could, in turn, adversely affect our reputation as an employer and harm our ability to retain and recruit personnel. Our restructuring efforts, including the 2026 Restructuring Program described elsewhere in this Quarterly Report, could exacerbate these risks and further harm our ability to retain and recruit personnel. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and growth prospects could be materially adversely affected.

At the core of our AI Analytics Platform is our Behavioral Graph, a proprietary, purpose-built behavioral database that is the largest of its kind. Our Behavioral Graph instantly finds patterns, makes recommendations, and connects customer actions along their journeys to the right business outcomes, like engagement, growth, and loyalty. We have also re-architected Amplitude to be AI-led from the ground up. This transformation integrates AI across our platform to deliver intelligent insights, automate complex workflows, and enable adaptive experiences for our customers. With built-in AI agents and infrastructure—not bolted-on features—Amplitude helps teams reduce guesswork and drive durable business growth. Consistently ranked #1 in multiple categories by G2, Amplitude offers a comprehensive and easy-to-use platform, which includes Product and Marketing Analytics, Session Replay, Feature and Web Experimentation, Activation, Guides and Surveys, AI Agents, Amplitude Model Context Protocol ("MCP"), AI Visibility, AI Feedback, AutomatedAgent Insights,Analytics, Global Agent and Specialized Agent.Agents.

Historically, we have been successful at efficiently growing our customer base and number of customers who have entered into and grown into larger subscriptions with us as evidenced by the growth of our number of paying customers and number of customers that represent greater than $100,000 in annual recurring revenue (“ARR”). As of MarchJune 31,30, 2026 and 2025, we had 727824 and 617634 customers, respectively, that each represented greater than $100,000 in ARR, representing ana 18%30% increase year-over-year. We believe our relationship with some of the world’s most beloved product-led companies has resulted in increased brand credibility and access to many attractive growth opportunities. As of MarchJune 31,30, 2026 and 2025, our dollar-based net retention rate for the trailing 12 months ("TTM") was 105% and 98%,99%, respectively, for paying customers. Additionally, our ending dollar-based net retention rate for paying customers as of MarchJune 31,30, 2026 and 2025, was 106%103% and 101%,104%, respectively.

We believe that our customers will demand additional features and capabilities beyond our current platform offerings to assist them in optimizing their digital products. We have a history of, and will continue to invest significantly in, developing and delivering innovative products, features, and functionality targeted at our core customer base. In addition, we may choose to add new products and offerings or enhance our platform capabilities through acquisitions. In recent years, we have acquired companies to improve and expand our platform capabilities. In October 2024, we acquired CommandAI to provide intuitive AI-powered user assistance to make complex software easier to adopt and navigate. In June 2025, we completed an asset acquisition of Inari to accelerate our AI roadmap, leveraging their team’s deep expertise in applied AI. In July 2025, we completed a talent acquisition of June.io, a startup focused on empowering early‑stage product teams, to contribute to our next generation of AI-driven analytics experiences. In July 2025, we completed the acquisition of Kraftful, integrating Kraftful's Voice of Customer Technology to unite quantitative user behavioral data and qualitative user feedback into Amplitude. In January 2026, we completed the acquisition of InfiniGrow Ltd., an AI marketing analytics company that helps organizations measure, forecast, and optimize the impact of marketing on revenue. TheIn acquisitionMay reinforces2026, we acquired the Company’sbrand, focusperpetual onnon-exclusive makinglicense analyticsto actionableuse certain proprietary technology, and helpingcustomers marketersof moveStatsig faster,to makeenhance smarterour decisions,warehouse native experiment and drivefeature businessflag outcomes from a single platform.initiatives. Going forward, we may pursue both strategic partnerships and acquisitions that we believe will be complementary to our business, accelerate customer acquisition, increase usage of our platform, and/or expand our platform offerings in our core markets.

Our investment for growth encompasses multiple critical areas, including product expansion, our sales force, sales support, partner ecosystem, and our international presence. We continue to evolve our technology and platform to ensure that we are best serving our customers’ needs. For example, in February 2025, following our acquisition of CommandAI, we rolled out Guides and Surveys to help organizations improve onboarding and user engagement. In May 2025, we rolled out a suite of new marketing capabilities that give visibility into the entire customer journey, enabling marketers to increase conversion, improve ROI, and target audiences more precisely. In June 2025, we introduced Amplitude AI Agents, which turned Amplitude into a team of specialized experts that works 24/7 to analyze user behavior, run experiments, and optimize digital experiences. In October 2025, we launched Amplitude MCP server that enables teams to analyze product data, experiments, and user behavior using conversational AI. In October 2025, we launched AI Visibility, a new capability that gives marketers unprecedented insight into how their brand shows up in AI search results, accompanied by recommendations on how to improve it based on a company’s actual data. In November 2025, we launched AI Feedback, a customer feedback engine with a proprietary LLM process that automatically turns raw input into prioritized, actionable insights. In December 2025, we launched Amplitude's Automated Insights that can replicate an expert's standard analysis process in a fraction of the time. In January 2026, we launched Global Agent, a fully automated AI Analyst. Global Agent is designed to do anything a human can do in Amplitude, from creating a cohort to deploying a guide in a few minutes. In the same month, we also launched Specialized Agents, including dashboard monitoring agent, feedback agent, website conversion agent, and session replay agent. In April 2026, we launched Amplitude AI Assistant, an embedded support agent that answers questions with behavioral data and user insights, guides users through tasks, and shows product teams whether problems are truly fixed. In May 2026, we launched the Amplitude AI plugin, which bundles the Amplitude MCP server with more than 25 reusable skills so external AI agents can analyze data, plan instrumentation, and monitor experiments directly. We also began a closed beta of Wave, our product agent that analyzes usage data and code to surface what to build next, orchestrate the work, and measure the impact. In June 2026, we launched Zoning Insights, which overlays conversion metrics directly on live pages so teams can see which elements drive engagement and revenue.

We believe the evolution of our technology and platform will lead to increased retention and positive customer referrals that will continue to generate expansion opportunities within our existing installed base and from new customers. We plan to continue to invest in our research and development organization to maintain and strengthen our market leadership position, and we believe that attracting the best engineering and AI talent will continue to be critical to our long-term success. As we continue to invest in our platform, we expect our research and development expenses, including those capitalized for internal-use software, to increase in dollar amountamounts over time. Over the longer term, we believe these expenses as a percentage of revenue will decrease, though these expenses as a percentage of revenue could increase in the short term.

We will continue to make strategic investments in our sales efforts to pursue attractive growth opportunities and ensure customer success, particularly with larger enterprises where we have experienced significant traction to date. We also plan to invest in our channel partners, such as independent software vendors and resellers, to extend our reach faster than we could do on our own. As we continue to invest in our sales efforts, we expect our sales and marketing expenses to increase in dollar amountamounts over time. Over the longer term, we believe these expenses as a percentage of revenue will decrease, though these expenses as a percentage of revenue could increase in the short term.

Finally, we see opportunities to expand offices and headcount internationally to better serve targeted international markets where we believe we have a significant opportunity to accelerate existing traction and success. For the three and six months ended MarchJune 31,30, 2026, 39%40% of our revenue was generated outside the United States. As we seek to expand our business globally, we may be adversely affected by global economic and political instability. For example, as a result of the Russia-Ukraine War and related sanctions, we have terminated certain relationships with customers in Russia. Some of the businesses of our customers in the impacted regions have also experienced disruptions that have affected their ability to pay for our services. See “Risk Factors–Risks Related to Our Business and Industry–Our operations are international in scope, and we plan further geographical expansion, creating a variety of operational challenges.”

For purposes of customer count, a customer is defined as an entity that has a unique DunnDun & Bradstreet Global Ultimate (“GULT”) Data Universal Numbering System (“DUNS”) number and an active subscription contract as of the measurement date. The DUNS number is a global standard for business identification and tracking. We make exceptions for holding companies, government entities, and other organizations for which the GULT, in our judgment, does not accurately represent the Amplitude customer or the DUNS does not exist.

We define non-GAAP gross profit and non-GAAP gross margin as U.S. GAAP gross profit and U.S. GAAP gross margin, respectively, excluding stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets, acquisition-related cost, and non-recurring costs such as restructuring and other related charges. Non-GAAP gross margin is calculated as non-GAAP gross profit divided by total revenue.

We define non-GAAP income (loss) from operations and non-GAAP income (loss) from operations margin as U.S. GAAP income (loss) from operations and U.S. GAAP loss from operations margin, respectively, excluding stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets, acquisition-related cost, and non-recurring costs such as restructuring and other related charges. Non-GAAP income (loss) from operations margin is calculated as non-GAAP income (loss) from operations divided by total revenue.

We exclude stock-based compensation expense and related employer payroll taxes, which is a non-cash expense, from certain of our non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding operational performance. We exclude amortization of intangible assets, which is a non-cash expense, related to business combinations from certain of our non-GAAP financial measures because such expenses are related to business combinations and have no direct correlation to the operation of our business. We exclude acquisition-related costs because they are directly attributable to the acquisition, are not reflective of our ongoing cost structure, and are inconsistent in amount and frequency with the operation of our business. Although we exclude these expenses from certain non-GAAP financial measures, the revenue from acquired companies subsequent to the date of acquisition is reflected in these measures and the acquired intangible assets contribute to our revenue generation. We exclude non-recurring costs from certain of our non-GAAP financial measures because such expenses do not repeat period over period and are not reflective of the ongoing operation of our business.

We use non-GAAP gross profit, non-GAAP gross margin and non-GAAP income (loss) from operations margin in conjunction with traditional U.S. GAAP measures to evaluate our financial performance. We believe that non-GAAPthese gross margin and non-GAAP income (loss) from operations marginmeasures provide our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations.

We define free cash flow as net cash provided by (used in) operating activities, less cash used for purchases of property and equipment and capitalized internal-use software costs. Free cash flow margin is calculated as free cash flow divided by total revenue. We believe that free cash flow and free cash flow margin are useful indicators of liquidity that provide information to management and investors,investors evenwith if negative,information about our ability to generate or use cash to enhance the amountstrength of cashour usedbalance sheet and further invest in our operations other than that used for investments in propertybusiness and equipmentpursue andpotential capitalizedstrategic internal-use software costs.initiatives.

Cost of revenue consists primarily of the cost of providing our platform to our customers and consists of third-party hosting fees, personnel and related expenses for our operations and support personnel, and amortization of our capitalized internal-use software and acquired developed software. As we acquire new customers and existing customers increase their use of our platform, we expect that our cost of revenue will increase in dollar amount.amounts.

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses.expenses, and restructuring and other related charges. Personnel and related expenses are the most significant component of operating expenses and consist of salaries, benefits, bonuses, stock-based compensation expense, and, in the case of sales and marketing expenses, sales commissions. Operating expenses also include an allocation of overhead costs for facilities and shared IT-related expenses. As we invest in our business, we expect our operating expenses to increase in dollar amount, and although we believe our operating expenses as a percentage of revenue will decrease over the longer term, operating expenses as a percentage of revenue could increase in the short term as we invest in product innovation and sales growth.

Research and development expenses consist primarily of personnel and related expenses. These expenses also include third-party services and consulting expenses, software subscriptions, hosting expenses for research and development activities, product design costs priornot toqualifying thefor applicationcapitalization developmentas stage,internal-use software, and allocated overhead costs for overhead used in research and development activities. A substantial portion of our research and development efforts are focused on enhancing our software, including researching ways to add new features and functionality to our platform. We anticipate continuing to invest in innovation and technology development, and as a result, we expect research and development expenses to increase in dollar amount but to decrease as a percentage of revenue over the longer term, though the percentage may fluctuate from quarter to quarter depending on the extent and timing of product development initiatives. In the short term, research and development costs could increase as a percentage of revenue.

We continue to make strategic investments in our sales and marketing organization, and we expect sales and marketing expenses to remain our largest operating expense in dollar amount. We expect our sales and marketing expenses to continue to increase in dollar amountamounts but to decrease as a percentage of revenue over the longer term, though the percentage may fluctuate from quarter to quarter depending on the extent and timing of our marketing initiatives. In the short term, sales and marketing costs could increase as a percentage of revenue.

Note: Certain figures may not sum due to roundingrounding.

Revenue increased $13.5by $17.6 million, or 17%,21%, and $31.2 million, or 19%, for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025.2025, respectively. The increaseincreases waswere primarily driven by growth in our paying customer base, including approximately $6.5 million of revenue contributed by customers from the Statsig asset acquisition during the three months ended June 30, 2026, as well as expansion within our existing customer base, partially offset by partial and full churn among existing customers which was lower than our expansion of existing customers as reflected by our NRR (TTM) of 105% as of MarchJune 31,30, 2026.

Cost of revenue increased $5.0$9.0 million, or 25%,39%, duringand $14.0 million, or 32%, for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the three and six months ended MarchJune 31,30, 2025. The increaseincreases waswere primarily driven by a $2.2$4.9 million increaseand $6.4 million increase, respectively, in third-party hosting costscosts, as we increased capacity to support paying customer usage and growth ofin our paying customer base, including the customers acquired from Statsig; a $2.1$2.7 million increaseand $3.4 million increase, respectively, in subscription software costs; and a $0.8 million and $2.4 million increase, respectively, in personnel and subcontractor-related expenses, including higher allocated overhead costs, and a $0.7 million increase in amortization of capitalized internal-use software developmentservices-related costs.

Research and development expenses increased $1.8$9.6 million, or 8%,40%, duringand $11.4 million, or 24%, for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the three and six months ended MarchJune 31,30, 2025. The increaseincreases waswere primarily driven by a $2.8$3.8 million increaseand $5.3 million increase, respectively, in personnel-related expenses; a $3.6 million and $3.8 million increase, respectively, in professional services costs relating to the transition costs for the Statsig asset acquisition; and a $0.3$1.6 million increaseand $2.4 million increase, respectively, in subscription software expenses, offset by a $1.3 million decrease in stock-based compensation expenses and relatedIT payroll taxes and a $0.4 million decrease in capitalized personnel costs associated with internally developed software projects.costs.

Sales and marketing expenses increased $6.7$2.9 million, or 15%,6%, duringand $8.9 million, or 10%, for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the three and six months ended MarchJune 31,30, 2025. The increaseincreases waswere primarily driven by a $4.2$1.3 million increaseand $2.2 million increase, respectively, in personnel-relatedcommission expenses,expense; a $0.7 million increaseand $4.6 million increase, respectively, in personnel-related expenses; a $0.4 million and $1.1 million increase, respectively, in travel costs; and entertainment expenses, a $0.6 million increaseand in sales event expenses, a $0.5$0.9 million increaseincrease, in variable compensation, and a $0.3 million increaserespectively, in stock-based compensation expenses and related payroll taxes.expense.

Other income (expense), net decreased $0.8$1.2 million, or (29)%,41%, and $2.0 million, or 35%, during the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the three and six months ended MarchJune 31,30, 2025. The decreasedecreases waswere primarily duedriven toby a $0.9$1.2 million lowerand $2.0 million decrease, respectively, in interest income driven by a lower combinedaverage yieldinvested onbalances following the sales and maturities of investments and cash equivalents induring the three months ended March 31, 2026.period.

Provision for (benefit from) income taxes increased $0.3$0.7 million, or 40%,118%, duringand $1.0 million, or 73%, for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the three monthsand ended March 31, 2025, primarily due to increased foreign taxes during the threesix months ended MarchJune 31,30, 2026.2025. The increases were primarily driven by an increase in foreign taxes.

Since inception, we have financed operations primarily through the net proceeds we have received from the sales of our preferred stock and common stock as well as cash generated from the sale of subscriptions to our platform. We have generated losses from our operations as reflected in our accumulated deficit of $569.7$604.3 million as of MarchJune 31,30, 2026. We generated negativepositive cash flows from operating activities for the threesix months ended MarchJune 31,30, 2026;2026, however, we have generated positive cash flows from operating activitiesand during the years ended December 31, 2025 and 2024. Our future capital requirements will depend on many factors, including revenue growth and costs incurred to support our platform, including growth in our customer base and customer usage, increased research and development expenses to support the growth of our business and related infrastructure, and increased general and administrative expenses to support being a publicly-traded company.

As of MarchJune 31,30, 2026, our principal sources of liquidity were cash and cash equivalents of $86.6$73.8 million and restricted cash of $0.9 million. We also had $126.9$87.6 million in marketable securities that provide additional capital resources. Additionally, a substantial source of our cash provided by operating activities is our deferred revenue, which is included on our condensed consolidated balance sheets as a liability. Deferred revenue consists of the unearned portion of billed fees for our subscriptions, which is recorded as revenue over the term of the subscription agreement. As of MarchJune 31,30, 2026, we had $133.4$163.5 million of deferred revenue, all of which was recorded as a current liability. This deferred revenue will be recognized as revenue when or as the related performance obligations are met.

Our largest source of operating cash is cash collection from sales of subscriptions to our paying customers. Our primary uses of cash from operating activities are for personnel and related expenses, marketing expenses, and third-party hosting-related and software expenses. For the years ended December 31, 2025 and 2024, we have generated positive cash flow from operating activities; however, for the current period, we generated negative cash flows from operating activities and have supplemented working capital requirements through net proceeds from the maturities and sales of marketable securities.

Net cash usedprovided inby operating activities of $11.6$14.0 million for the threesix months ended MarchJune 31,30, 2026 reflects our net loss of $23.3$57.9 million, adjusted by non-cash items suchof as$57.0 $20.0million, millionconsisting primarily of stock-based compensation expense,expense $2.8of million$46.8 million, depreciation and amortization,amortization $1.1of million$6.1 million, non-cash operating lease costs,costs of $2.2 million, and $0.7 million other non-cash adjustments,adjustments asof well$2.0 asmillion. netNet cash usedprovided inby changes in our operating assets and liabilities ofwas $12.9$14.9 million. The netprimary sources of cash used infrom changes in operating assets and liabilities primarilywere consisteda of $6.4$23.4 million net decreaseincrease in cash from changes in accounts receivable and deferred revenue driven by the timing of billings andin collections,excess $5.2of revenue recognized and, a $8.4 million net decreaseincrease in accrued expenses anddue to the timing of accruals. These sources were partially offset by a $5.5 million decrease in accounts payable due to the timing of paymentspayments, made,a $1.7$5.2 million decreaseincrease in accounts receivable due to the timing of billings and collections, a $4.7 million increase in deferred commissions,commissions corresponding with new and $0.6renewed customer contracts, a $1.2 million decrease in operating lease liabilities.liabilities, Theseand changesa were primarily offset by $1.2$0.5 million decreaseincrease in prepaid expenses and other current assets.

Net cash usedprovided inby operating activities of $8.0$12.0 million for the threesix months ended MarchJune 31,30, 2025 reflects our net loss of $22.2$46.9 million, adjusted by non-cash items such as $20.6 million stock-based compensation expense,expense $2.3of million$45.1 million, depreciation and amortization,amortization of $4.7 million, and $1.1 million non-cash operating lease costs of $2.3 million as well as net cash usedprovided inby changes in our operating assets and liabilities of $10.1$6.2 million. The net cash usedprovided inby changes in operating assets and liabilities primarily consisted of acollections $15.4outpacing revenue recognized as evidenced through the net increase in cash of $16.7 million increasefrom changes in accounts receivable dueand todeferred timingrevenue and a net increase in accrued expenses and accounts payable of billings$2.7 andmillion. collectionsThese partiallychanges were primarily offset by an increase in prepaid expenses and other current and noncurrent assets of $5.5 million, a $7.3$4.7 million increase inrelated to additional payments for deferred revenuecommissions correspondingduring withthe ourperiod, increasedand sales.a $3.0 million decrease in operating lease liabilities.

Net cash provided by investing activities of $42.1$79.2 million for the threesix months ended MarchJune 31,30, 2026 consisted of $26.0$56.8 million of cash received from sales of marketable securities and $36.2 million of cash received from the maturities of marketable securities and $22.1 million of sales of marketable securities. These increasesproceeds were partially offset by $4.2$10.2 million of purchases of marketable securities, $1.1$1.7 million of capitalized internal-use software development costs, $0.4$1.7 million in purchases of property and equipment, and $0.2 million of bridge loan issuances.

Net cash used in investing activities of $26.4$45.0 million for the threesix months ended MarchJune 31,30, 2025 consisted of $33.7$64.5 million of purchases of marketable securities, $0.8$2.1 million of capitalized internal-use software development costs, and $0.4$1.0 million in purchases of property and equipment.equipment, and $0.4 million in cash paid for an acquisition. These decreases were partially offset by $8.6$23.0 million of cash received from the maturities of marketable securities.

Net cash used in financing activities of $25.0$100.4 million for the threesix months ended MarchJune 31,30, 20262026, primarily consisted of $4.7$89.5 million of repurchases of common stock under our share repurchase program, $11.7 million in net tax remittance on equity awards related to the vesting of RSU awards under a withhold-to-cover methodmethod, and $20.7$0.1 million in repurchases of commoncash stock.paid for an acquisition holdback. These decreases were partially offset by $0.5$0.9 million in proceeds from the exercise of stock options.

Net cash used in financing activities of $6.1$19.1 million for the threesix months ended MarchJune 31,30, 2025 consisted of $7.6$18.6 million in net tax remittance on equity awards related to the vesting of RSU awards under a withhold-to-cover method,method and $2.5 million in repurchases of common stock. These decreases were partially offset by $1.5$2.1 million in proceeds from the exercise of stock options.

Remaining performance obligations (“RPO”) as of MarchJune 31,30, 2026 and 2025, including the expected timing of recognition is as follows:

In April 2025, the Company entered into a new private pricing addendum with Amazon Web Services (“AWS”) for cloud computing infrastructure, which replaced the Company's prior agreement with AWS and terminated the remaining commitments under the prior agreement. Under the terms of the agreement, the Company has a minimum purchase commitment of $326.3 million in AWS services through March 2031. As of MarchJune 31,30, 2026, the Company had utilized $53.1$59.1 million of this commitment.

During the threesix months ended MarchJune 31,30, 2026, there were no additional material changes in our contractual obligations and other commitments outside of those disclosed in the 2025 Form 10-K, other than an increase in our lease commitments. See Note 9 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on our commitments and contingencies.

Our unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates. There have been no changes to our critical accounting policies and estimates during the threesix months ended MarchJune 31,30, 2026 as compared to those disclosed in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 2025 Form 10-K.