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

On March 27, 2026, Nasdaq suspended trading in our ordinary shares on the Nasdaq Global Market due to our failure to comply with the terms of the Hearing Panel’s decision issued on December 3, 2025 and subsequent decisions issued by the Hearing Panel on February 2, 2026 and March 19, 2026 pursuant to which we were granted extensions for continued listing subject to our adherence to certain milestones set forth in the decision to regain compliance with the Filing Rule and the Annual Meeting Rule. Following our request for an additional extension on March 23, 2026, the Hearings Panel issued the Delist Determination stating that our ordinary shares would be suspended at the open of trading on March 27, 2026. In its Delist Determination, Nasdaq confirmed that it intends to file Form 25 Notification of Delisting with the SEC after all applicable appeals periods have lapsed. Although we have appealed the Delist Determination, there is no assurance that we may be able to regain our Nasdaq listing.

In connection with regaining compliance withIf our Exchangeappeal Actof filingthe obligations,Delisting Determination is not successful, we intendwill seek to seek an uplisting ofregain our ordinarylisting sharesvia toa tradenew on Nasdaq,application, which will require us to meet the initial listing standards for the Nasdaq Capital Market. There are no assurances that we will be able to successfully satisfy the initial listing criteria or, if we are successful, to continue to meet the on-going listing requirements for the Nasdaq Capital Market. In particular, we may face heightened scrutiny from Nasdaq as a result of our history of being unable to meet Nasdaq’s listing requirements and having been a delinquent filer under the Exchange Act, which could delay ana uplistingre-listing to the Nasdaq Capital Market or prevent us from achieving ansuch uplisting.a listing. In addition, we may decide it is not in our shareholders’ best interests to uplist our ordinary shares to the Nasdaq Capital Market once we are current with our SEC reporting requirements.

Our cash from operations may not be sufficient for our future working capital, investments and cash requirements, and we have no remaining liquidity for additional borrowings under our Credit Agreement. If our cash from operations is not sufficient for future working capital needs, we would need to seek additional debt or equity financing or scale back our operations. In addition, we may need to seek additional financing if Bankour oflender Americaunder our Credit Agreement does not continue to work with us as a result of our noncompliance with financial covenants under our Credit Agreement and accelerates the outstanding amounts due, causing the full outstanding balance under the Credit Agreement to become immediately due and payable. We may not be able to access additional capital resources or financing due to a variety of reasons, including the restrictive covenants in our Credit Agreement, the status of our financial condition, or the lack of available capital due to global economic conditions. If our financing requirements are not met and we are unable to access additional financing on favorable terms, or at all, our business, financial condition and results of operations could be materially adversely affected and we could cease as a going concern.

As a public company, we are subject to the reporting requirements and other rules and regulations of the SEC and the Sarbanes-Oxley Act, among others. The requirements of these rules and regulations have and will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place strain on our personnel, systems and resources. We were unable to timely file our Annual Report on Form 10-K for the yearyears ended December 31, 2024,2024 or 2025, or the quarterly reports due during 2025, and may in the future, be unable to timely file our quarterly or annual reports as they come due.

Our current controls have not been effective in preventing these material weaknesses and any new controls we develop may become inadequate because of growth in our business. Further, the weaknesses, including material weaknesses, in our internal controls that have been discovered in the past have not yet been fully remediated, and we have found additional control deficiencies and material weaknesses as of December 31, 2024.2024 that continued during 2025. We may discover additional weaknesses in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will be required to include in our periodic reports we will file with the SEC under Section 404 of the Sarbanes-Oxley Act if we return to accelerated filer status. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our shares.

We have expended and anticipate we will continue to expend significant resources, and we expect to provide significant management oversight, to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting. Any future failure to maintain the adequacy of our internal controls, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. If our internal controls are perceived as inadequate or we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and our share price could decline. For example, due to our failure to maintain compliance with rules of the SEC and The Nasdaq Stock Market, trading in our ordinary shares was suspended on March 27, 2026, and moved to the OTC Expert Market on March 30, 2026. The last reported sale price of our ordinary shares on the OTC Expert Market on MarchApril 30,20, 2026 was $0.13.$0.19.

Our Credit Agreement with Bank of America contains certain restrictive covenants that either limit our ability to, or require a mandatory prepayment in the event we, among other things, create or assume certain liens; create, incur or assume additional indebtedness, subject to specified permitted debt; make or hold certain investments, subject to certain exceptions; enter into certain mergers, liquidations, consolidations and other fundamental changes, subject to specified exceptions; make certain sales and other disposition of property or assets, including sale and leaseback transactions, subject to certain conditions and exceptions; make certain payments of dividends, share repurchase and other distributions, subject to certain exceptions; and enter into certain transactions with affiliates. We, therefore, may not be able to engage in any of the foregoing transactions unless we obtain the consent of our lender or prepay certain amounts under the Credit Agreement. The Credit Agreement also contains certain financial covenants and financial reporting requirements. We are currently not in compliance with certain of the financial or restrictive covenants of our Credit Agreement, including the requirement to timely file periodic reports with the Securities and Exchange Commission ("SEC"). Although we continue to work with Bankthe of America,lender, we may be unable to regain compliance with covenants under the Credit Agreement. Our obligations under the Credit Agreement are secured by substantially all of our assets and amounts due under the Credit Agreement mature and become fully due and payable in November 2026. We may not be able to generate or sustain sufficient cash flow or sales to meet the financial covenants or pay the principal and interest under the Credit Agreement. If Bankthe of Americalender accelerates amounts owing under the Credit Agreement because of our default, and we are unable to pay the accelerated amount due, Bankthe of Americalender has the right to foreclose on substantially all of our assets. In the event of a liquidation, Bankthe of Americalender would be repaid the outstanding principal and interest owed to it prior to distribution of assets to unsecured creditors, and the holders of our shares would receive a portion of any liquidation proceeds only if all of our creditors, including our secured lender, were first repaid in full. Furthermore, our future working capital, proceeds of borrowings or proceeds of equity financings could be required to be used to repay or refinance the amounts outstanding under the Credit Agreement and, therefore, may be unavailable for other purposes.

We are subject to compliance with financial covenants under our Credit Agreement with Bank of America.Agreement. We are not in compliance with several of our financial covenants. There is uncertainty as to our ability to continue to meet the financial covenants in future periods. We continue to work with the banklender to address our noncompliance with these covenants. If the bank is unwilling to come to an acceptable resolution of these non-payment defaults, Bank of America could declare the amounts outstanding thereunder immediately due and payable, and we may not be able to obtain a waiver of such a default or otherwise pay or refinance the indebtedness. Should we be unable to obtain a waiver or otherwise refinance our indebtedness, we may be unable to continue as a going concern.

We are actively taking actions to improve our profitability and to work with Bankthe of Americalender to resolve our defaults under the Credit Agreement. These actions include deferral of expenditures, and cost reductions to align our cost structure with current revenue levels. Any of these measures may have an adverse impact on our ability to execute our business plan, take advantage of future opportunities, fund research and development initiatives, or respond to competitive pressures or unanticipated financial requirements. The ultimate success of any such actions in sustaining our ability to continue as a going concern cannot be assured.

We maintain limited inventory of finished goods and, to a lesser extent, raw materials and forecast demand from our third-party manufacturers in amounts that we believe are sufficient to allow timely fulfillment of sales, subject to the impact of supply shortages. Growth in our sales and new product launches may require us to build inventory in the future. Higher levels of inventory expose us to a greater risk of carrying excess or obsolete inventory, which may in turn lead to write-downs. We may also record write-downs in connection with the end-of-life for specific products. Our distributors may increase levels of inventory to meet supply shortages or expected demand; if demand decreases in future periods, we may end up with excess channel inventory, leading to reductions in future period orders from our distributors. We endeavor to obtain information on inventory levels and sales data from our distributors. This information has been generally difficult to obtain in a timely manner, and we cannot always be certain that the information is reliable. If we over forecast demand, we may build excess inventory, incur increased costs to our suppliers for excess demand, and we may not be able to decrease our expenses in time to offset any shortfall in revenues, which could harm our ability to achieve or sustain expected results of operations and could lead to increased excess and obsolescence reserves, such as we recently experienced. If we under forecast demand, our ability to fulfill sales orders will be compromised and sales to distributors may be deferred or lost altogether, which may impair our distributor relationships, would reduce our revenues and could harm our ability to achieve or sustain expected results of operations.

Decisions to increase or maintain higher inventory levels are typically based upon uncertain forecasts or other assumptions. Because the markets in which we compete are volatile, competitive and subject to rapid technology and price changes, if the assumptions on which we base these decisions turn out to be incorrect, our financial performance could suffer and we have in the past and could in the future be required to write-off the value of excess products or components inventory. In addition, in order to manage manufacturing lead times and help ensure adequate component supply, we enter into agreements with contract manufacturers and suppliers that allow them to procure inventory based upon criteria as defined by us, such as forecasted demand. We may be liable to purchase excess products or aged material from our suppliers following reasonable mitigation efforts, resulting in an adverse impact on our cash flows, operating expenses, results of operation and financial condition. OverWe have, over the courselast ofseveral 2024, weyears, worked to manage our inventory closely, resulting in a reduction in finished goods inventory, raw materials and supplier commitment, but also required additional capital to cover and manage past liabilities. If we are unable to manage our inventory or commitments to suppliers in the future, we could be required to record additional charges, which would adversely affect our operating results and financial condition.

Our third-party manufacturers predominantly operate outside of the U.S. causing us to face risks to our business based on changes in tariffs, trade barriers, export regulations, political conditions and contractual restrictions, such as recently announced tariffs by the U.S. government and reciprocal tariffs announced by other governments, particularly tariffs on goods imported from China, Taiwan, Vietnam or Thailand. Products that we have manufactured for us in countries outside of the US may also be subject to any uncertainty of trade relations between such countries and the United States or other shipping destinations. Such uncertainties could cause the cost of our products to rise or result in our inability to continue to manufacture in such country, resulting in a need to find alternative sources of manufacture, such as our recent move from manufacturing in China and Mexico to Vietnam and Thailand. Any change in manufacturer has in the past and could continue to result in the delay in the manufacture and supply of our products, increase our cost of manufacture, and cause a delay in our shipments to customers and a delay or cancellation of orders. Our future operating results and financial condition could be materially affected to the extent any of these actions occur.

In the ordinary course of our business, we collect, store and otherwise process information, including intellectual property and customer and other business information (which also may include personal data). The secure storage, maintenance, and transmission of and access to this information is critical to our operations, business strategy, and reputation. Cyber-attacks are increasing in their frequency, sophistication and intensity and have become more difficult to detect. Cyber-attacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of our and our service providers' systems and the information on those systems. Cyber-attacks also could include phishing attempts or e-mail fraud to cause unauthorized payments or information to be transmitted to an unintended recipient, or to permit unauthorized access to systems. We experience attempts to gain unauthorized access to our systems on a regular basis, and we anticipate continuing to be subject to such attempts. Despite our implementation of security measures, (i) our products and services, and (ii) the servers, data centers, and cloud-based solutions on which our and third-party data is stored, are vulnerable to cyber-attacks, and other security incidents, and disruptions from unauthorized access, tampering or other theft or misuse, including by employees, malicious actors or inadvertent error. Such events on our or our service providers' systems could in the future compromise or disrupt access to or the operation of our products, services, and networks or those of our service providers or customers, or result in the information stored on our systems or those of our service providers or customers being improperly accessed, processed, disclosed, lost or stolen. We have not to date experienced a material event related to a cybersecurity attack; however, the occurrence of any such event in the future could subject us to liability to our customers, suppliers, service providers, business partners and others, give rise to legal and/or regulatory action, could damage our reputation or otherwise materially harm our business, and could have a material adverse effect on our business, operating results, and financial condition. Efforts to limit the ability of malicious actors to disrupt our operations or undermine our own security efforts may be costly to implement and may not be successful. Breaches of security in our suppliers' networks, or in cloud-based services provided by or enabled by us, regardless of whether the breach is attributable to a vulnerability in our products or services, could result in claims of liability against us, damage our reputation or otherwise materially harm our business.

Vector Capital and its affiliates controlscontrol a majority of the voting power of our outstanding shares and as a result, we are a controlled company within the meaning of the corporate governance standards of the Nasdaq. Although our ordinary shares are no longer listed on Nasdaq, under Nasdaq rules, a controlled company may elect not to comply with certain corporate governance requirements of the Nasdaq, including the requirements that:

We have substantial operations in Illinois, California, England and India, and our third-party manufacturers are currently predominantly located in Vietnam, Thailand, Taiwan and the Philippines. Operations in some of these areas are susceptible to disruption due to severe weather, seismic activity, political unrest and other factors. For example, a significant natural disaster, such as an earthquake, a fire or a flood, occurring at the facilities of one of our third-party manufacturers could have a material adverse impact on their ability to manufacture and timely deliver our products. Despite the implementation of network security measures, we also may be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our solutions. In addition, natural disasters, acts of terrorism or war could cause disruptions in the businesses of our suppliers, manufacturers, network operators or the economy as a whole. To the extent that any such disruptions result in delays or cancellations of orders or impede our ability to timely deliver our products, or the deployment of our products, our business, operating results and financial condition would be adversely affected.

The following discussion and analysis of financial condition and results of operations was prepared to provide the reader with a view and perspective of our business through the eyes of management and should be read in conjunction with the consolidated financial statements and related notes thereto of Cambium Networks Corporation (“Cambium”, “we”, “our”, or “us”) included elsewhere in this ComprehensiveAnnual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this ComprehensiveAnnual Report on Form 10-K, particularly those discussed under Part I, Item 1A. “Risk Factors.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

The Enterprise portfolio includes a complete range of indoor and outdoor Wi-Fi access points, indoor and hardened copper and optical-based Ethernet switches, and security gateway and software-defined wide area network ("SD-WAN") devices. During 2024, we introduced our first Wi-Fi 7 access point, the X7-35X, which was supplemented by the X7-53X and X7-55X in September 2025. These three Wi-Fi 7 access points will be complemented with a broad range of indoor and outdoor Wi-Fi 7 solutions as the industry transition to Wi-Fi 7 occurs.

The Subscription and Services portfolio includes network planning and design, and cloud or on-premises network management and control solutions. The latter capability, delivered through subscription to cnMaestro™ X, forms the foundation of our ONE Network, a cloud-based network management architecture that allows users to remotely configure, monitor, and manage their wired and wireless networks. It provides a single, centralized view of all Cambium Network devices, and real-time performance and usage data, allowing users to control and optimize network configuration and settings. Advanced services offered in conjunction with this platform include application visibility and control, which is used to optimize end-user experiences; and "Assurance" which allows network administrators the ability to rapidly troubleshoot network issues using AI-powered root cause analysis with proactive resolution, ensuring service level agreements are met and preventing client impact. The Network Service Edge ("NSE"), an integrated security gateway and SD-WAN service for small and medium businessesbusinesses, may also be associated with a subscription for network security services.

The sell-down of inventory across the industry after pandemic-level highs has resulted in a reduction in customer lead times, coupled with a reduction in the prior global supply chain disruptions, and has led to a reduction in customer demand over the period from 2023 through 2024. Macroeconomic factors such as higher interest rates and inflationary pressures, which impact private sector capital investment, and concerns about a global economic slowdown and geopolitical conditions have also added to the softened demand for our products and services that we experienced over 2023 and 2024 coming out of the pandemic, and increased our cost of revenues and impacted, and may continue to impact, our gross margin. We continue to see a high level of competition in our industry due to slower demand and aggressive pricing. We also see increased competition and pricing pressure from new competitors such as Starlink significantly driving down global connectivity prices, with satellite bandwidth costs dropping roughly 77% over the last five years due to its rapid constellation deployment and lower manufacturer costs. We have also seen increased competition from mobile network operators who are buttressingusing excess capacity in their networksmobile network to includeaddress fixed wireless broadband,broadband needs, and from original design manufacturers who are trying to increase their market share by selling directly to major telecommunications providers. We believe that these market pressures will continue to negatively impact revenues and gross margins for the foreseeable future. We may continue to face risks of technology shifts that could result in inventory becoming obsolete before it is deployed, including as the industry continues its shift to Wi-Fi 7.

We are also impacted by the increases in the prices of memory chips from our semiconductor suppliers. Prices for memory chips arehave increasingincreased fasterrapidly for newer generations,generations withof memory, which has had an impact on the supply of current memory, impacting components for both Wi-Fi 7 considerablyand moreWi-Fi expensive6. thanWe expect this to continue for the priceforeseeable increasesfuture for Wi-Fi 6 components relativedue to componentsthe neededscaling forof Wi-FiAI 5.data centers.

We continue to monitor the impact of macroeconomic factors, including a potential global recession, inflationary pressures, monetary policy shifts, trade wars and growing political tensions globally that continue to impact our industry and our business. We also believe that our customers continue to grapple with the impact of these macroeconomic factors on their businesses and future investment plans, resultingleading into business uncertainty and a more constrained approach to forecasts and orders, resultingand in a decrease indecreasing visibility tointo customer demand. Any prolonged economic disruptions, continued uncertainty over global trade wars, as well as further deterioration in the global economy or outbreaks of international hostilitieshostilities, could have a negative impact on demand from our customers in future periods.

We continue to be out of compliance with financial and other covenants under our Amended Credit Agreement with Bank of America,Agreement, and such defaults continued through 2025 and are expected to continue into 2026. In addition, we ceased payment of required quarterly principal and periodic interest on the term loan facility and of quarterly interest on the revolving credit facility as of June 2025. Such defaults afford the lender the right to declare the amounts outstanding immediately due and payable. We continue to have regular discussions with the lender,lender and we have not been able to obtain a waiver of the defaults from the lender,lender or otherwise refinance the indebtedness. If the lender were to accelerate the maturity and declare the full outstanding principal and interest immediately due and payable, we would not be able to repay the debt, and therefore, there is substantial uncertainty we would be able to continue as a going concern. Absent acceleration, our Amended Credit Agreement maturematures on November 17, 2026. Absent an infusion of capital from financing or divestiture, we will be unable to repay this indebtedness when it comes due. Refer to Note 7.6. Debt, to our consolidated financial statements of this ComprehensiveAnnual Report on Form 10-K for additional information.

Product revenues decreased $50.3$16.5 million, or 24.2%10.5%, from $208.1 million in 2023 to $157.8 million in 2024.2024 to $141.3 million in 2025. The decrease was primarily due to our point-to-pointpoint-to-multi-point product category, mostly in North America,category partially as a result of decreasedlower demand for defenseePMP, products28 forGHz theand U.S.60 federalGHz government.products, but also due to limitations on our ability to meet customer demand as a result of issues of scale, yield and supply experienced following our transition from our Mexico manufacturer to a manufacturer in Thailand. Revenues also decreased in our point-to-multi-pointpoint-to-point product category primarilypartially drivenas bya decreasedresult of lower demand for ourPTP 28accessories GHzand products.impacts from moving manufacturing of certain products noted above, partially offset by higher demand for defense products in Europe, Middle East, Africa. Revenues increased in our enterprise product category driven by increased demand for ourswitching products and Wi-Fi 6 products.7.

Subscriptions and services revenues increaseddecreased $0.8$1.1 million, or 4.6%5.7%, from $18.6 million in 2023 to $19.5 million in 2024.2024 to $18.4 million in 2025. The increasedecrease was primarily due to lower services revenue partially offset by increased volume of software subscriptions on fixed wireless broadbandenterprise products.

PMP revenues decreased $22.3$13.8 million, or 23.3%,18.8%, from 20232024 to 2024.2025. PMP revenues decreased in all regions except the Caribbean and Latin America regions, driven by decreased demand from our service providers for our 28 GHz, PMP 450GHz and ePMP products.products and the limitations on our ability to meet customer demand following our transition from our Mexico manufacturer to a manufacturer in Thailand.

PTP revenues decreased $33.3$5.1 million, or 40.8%,10.6%, from 20232024 to 2024.2025. PTP revenues decreased across all regions, with the larges decrease in North America. The decrease is mostly driven by decreased revenues in North America as a result of decreasedlower demand for defensePTP productsaccessories forand federalthe governments.limitations on our ability to meet customer demand following our transition from our Mexico manufacturer to a manufacturer in Thailand.

Enterprise revenues increased $5.9$2.9 million, or 13.3%5.7%, from 20232024 to 2024,2025, with the largest increase in Europe,North MiddleAmerica. East,The andincrease Africais duemostly todriven increasedby higher demand for Wi-Fiswitching 6products and switchingWi-Fi products7 products, partially offset by decreasedlower demand for Wi-Fi 5 products. Enterprise revenues decreased in North America, mostly driven by decreased demand for Wi-Fi 6 and switching products.

Revenues decreased in 20242025 compared to 2023,2024, with the largest decrease in North America. TheAll regions were impacted by the move of the manufacturing of certain products from Mexico to Thailand. In addition to the impact of the move, the decrease in PMP and PTP revenues in North America was drivenrelated mostly by decreased PTP revenues driven byto lower demand foracross defenseall products forwithin thethese U.S.categories, Government,partially decreased PMP product revenues driven mostlyoffset by lower demand for ePMP and PMP 450 products and decreasedincreased enterprise product revenues driven by decreasedhigher demand for switching and Wi-Fi 67 products. Revenues in Europe, Middle East, Africa increaseddecreased year-over-year, mostly from increaseddecreased PMP and enterprise product revenuesrevenues, by increased demand for Wi-Fi 6 and switching products, partiallymostly offset by decreasedincreased PTP product category revenues driven by decreasedincreased demand for defense products. Revenues in Caribbean and Latin America remaineddecreased relativelyyear-over-year, flatmostly year-over year, withfrom decreased PMP and PTP product revenues mostlydue offsetto bylower increaseddemand enterprisespread andacross PMPall productproducts revenues.within these categories. The decrease in revenues in Asia Pacific was driven by decreased revenues acrossin allPMP productand categories.PTP, mostly offset by increased revenues in enterprise products with higher demand for Wi-Fi 6 and switching products.

Cost of revenues for products decreased $35.2$19.8 million, or 24.9%,18.7%, from $141.3 million for 2023 to $106.1 million for 2024.2024 to $86.3 million for 2025. The decrease in cost of revenues was primarily due to $8.0 million lower excess and obsolescence and $5.8$13.2 million lower loss on supplier commitment expense, $4.3 million lower excess and obsolescence, along with decreased revenues resulting in lower direct materials costs and lower freight and duty costs. These costs are partially offset by nonrecurring expenses related to the move of manufacturing from Mexico to Thailand and restructuring activities.

Cost of revenues for subscriptions and services decreasedincreased $0.4$1.0 million, or 4.7%,11.7%, from $8.6 million for 2023 to $8.2 million for 2024.2024 to $9.2 million for 2025. The decreaseincrease in cost of revenues was primarily due to decreasedincreased direct services costs.

Gross margin for products increased from 32.1% in 2023 to 32.7% in 2024.2024 to 38.9% in 2025. The increase mostly reflects the impact of the above mentioned decreases in excess and obsolescence reserve and loss on supplier commitments offset by lower revenuerevenues from higher margin products.

Gross margin for subscriptions and services increaseddecreased from 53.8% in 2023 to 57.9% in 2024.2024 to 50.1% in 2025. The increasedecrease mostly reflects the higherimpact subscriptionsfrom anddecreased services revenue impact on certain fixed costs along with decreased variable costs.revenue.

Research and development expense decreased $14.2$6.4 million, or 26.5%,16.4%, from $53.5 million in 2023 to $39.3 million in 2024.2024 to $32.9 million in 2025. Research and development expense decreased mainly due to $6.3$3.6 million lower employee-related expense, mostly due to decreased headcount from the reductions completed in 2023,2025, $2.5$1.2 million lower share-based compensation expense due to no new awards in 2025 along with suspension of ESPP, $0.9 million lower outside contractor spend and $1.4$0.3 million lower engineering material spend due to fewer projects, $1.5 million lower restructuring expense as most restructuring occurred in 2023, $0.9 million lower share-based compensation expense due to the lower headcount, $0.5 million higher research and development tax credit, $0.4 million lower homologation and regulatory spend due to the timing and number of projectsprojects, and $0.4$0.5 million lower lease expense and $0.3$0.5 million higher capitalized software costs, offset by $0.8 million lower travel-relatedresearch expenseand development tax credit due to restrictionslower placeheadcount onand businessfewer travelproject inqualifying 2024.for the credit and $0.2 million higher travel-related expenses.

Sales and marketing expense decreased $6.2$5.5 million, or 14.4%,15.1%, from $42.9 million in 2023 to $36.7 million in 2024.2024 to $31.2 million in 2025. The decrease in sales and marketing expense was primarily due to $3.6$3.1 million lower employee-related expense, mostly due to decreased headcount from the reductions completed in 2023,2025, $1.0$1.7 million lower outsidevariable contractorcompensation spend,expense, $0.9 million lower trade show and marketing-related spend, and $0.8 million lower share-based compensation expense due tono new awards in 2025 along with lower headcount.headcount and suspension of ESPP, $0.3 million lower travel-related spend, partially offset by $0.5 million higher restructuring costs related to the 2025 restructurings.

Depreciation and amortization expense decreased $0.7$4.3 million, or 11.7%,74.7%, from $6.2$5.8 million in 20232024 to $5.4$1.5 million in 2024.2025. The decrease in depreciation and amortization was mostly driven by a reduction of depreciation and amortization recorded in the fourth quarter of 2024 as a result of the impairment on property and equipment and customer relationships intangible recorded during the third quarter of 2024, partially offset by higher amortization on the leasehold improvement on the new Hoffman Estates headquarters office.2024.

We incurred a $25.5 million impairment charge in 2024, withand no$0.2 comparablemillion charge in 2023,2025, associated with the impairment of our property and equipment, goodwill, customer relationships intangible, internal use software, and software marketed for external sale. Refer to the Note 6.3. Property and equipment, Note 4. Software and Note 5. Goodwill and intangible assets in our consolidated financial statements included in this ComprehensiveAnnual Report on Form 10-K for details regarding the impairments recorded.

Interest expense increased $3.3$3.2 million, or 131.8%54.4%, from $2.5 million in 2023 to $5.8 million in 2024.2024 to $9.0 million in 2025. The increase was primarily due to interest expense incurred in 2024 as a result of drawing $45.0 million against the revolving credit facilityfacility, mostly in the first quarter of 2024,2024 and an increase in the interest rate on the term loan due to the covenant default in the third quarter of 2024.2024 Inalong addition,with thelower Companyinterest expensedincome on lower cash balances. This increase was partially offset by $0.6 million of fees expensed in 2024 related to an aborted amendment to our secured credit agreement.

Other expense, net decreasedremained mostly flat from expense of $0.3 million in 20232024 to expense of $0.1 million in 2024.2025. The change is primarily associated with foreign currency fluctuations.

ForThe Company recorded income tax benefit of $1.9 million and a provision for income taxes of $1.5 million for the yearyears ended December 31, 2023,2024 theand Company's2025, effectivewith an income tax rate was (30.9)%. The effective tax rate differed from the U.S. statutory rate of 21.0% primarily due to a pretax loss, the net increase in the valuation allowance of $37.3 million, a tax benefit on Foreign Derived Intangible Income of $2.9 million,2.4% and a(4.2)%, benefit on research and development credits of $2.4 million.respectively. For the year ended December 31, 2024, the Company's effective tax rate wasof 2.4%. The effective tax rate2.4% differed from the U.S. statutory rate of 21.0% primarily due to a pretax loss, the net increase in the valuation allowance of $12.3 million, a foreign tax rate differential of $(2.5) million, $2.7 million return to provision adjustment primarily due to a tax method change in the U.S. 2023 tax return related to the tax capitalization of our research and development expenditures, $1.5 million for establishment of a deferred tax liability for withholding tax on non-permanent investment in subsidiaries, a $1.2 million tax expense related to share-based compensation, and a benefit on research and development credits of $(0.3) million. For the year ended December 31, 2025, the Company's effective tax rate of (4.2)% differed from the U.S. statutory rate of 21.0% primarily due to a pretax loss, the net increase in the valuation allowance of $9.5 million, a foreign tax rate differential of ($1.5) million, a $0.9 million tax expense related to share-based compensation, and a benefit on research and development credits of $0.5 million. See Note 13.12. Income taxes in the Notes to the consolidated financial statements for more information related to income taxes.

As of December 31, 2024,2025, we had a cash balance of $34.9$11.3 million, ana increasedecrease of $16.2$23.6 million from December 31, 2023.2024. We drew $45.0 million on our revolving credit facility in the first half of 2024 for working capital needs mainly to: (i) fund normal operating expenses; (ii) meet interest and principal requirements of our outstanding indebtedness; and (iii) fund capital expenditures. Following this draw down, we have no remaining available liquidity under our revolving credit facility. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending to support development efforts, the timing of new product introductions, market acceptance of our products and overall economic conditions. We continue to focus on cost management, operating efficiency and efficient discretionary spending. We expect to regularly assess our liquidity needs and market conditions and may raise additional equity or seek alternative sources of financing if and when our board of directors determines that doing so is in our best interest. As noted below, our Amended Credit Agreement with Bank of America matures on November 17, 2026. Absent an infusion of capital from financing or divestiture, we will be unable to repay this indebtedness when it becomes due.

We were not in compliance with our monthly liquidity covenant as of October 31, 2024 and November 30, 2024 nor ourquarterly fixed charge coverage ratio or consolidated leverage ratio covenants as of December 31, 2024. These defaults continued throughout all of 2025,2024 and inDecember June31, 2025,2025. In addition, since we ceased paying principal and interest on the term loan and interest on the revolving credit facility, resultingthis results in a payment defaultdefault, which is also continuing.continuing in 2026. Such defaults afford Bank of America the right to declare the amounts outstanding under our Amended Credit Agreement immediately due and payable. To provide us with the financing flexibility needed to meet our obligations as they come due over the next twelve months, we are actively seeking additional capital through possible divestitures and/or capital raising transactions and working with Bank of America to address our covenant non-compliance. If Bank of America were to accelerate the maturity of our indebtedness under the Amended Credit Agreement, there is substantial uncertainty we would be able to secure capital resources to repay the amounts due. Absent acceleration of payment, our term loan facility and revolving credit facility matures on November 17, 2026, at which time the outstanding principal and interest will be due. For a detailed discussion of our current credit facilities, refer to Note 7.6. Debt in Notes to Consolidated Financial Statements in Item 8 of Part II of this ComprehensiveAnnual Report on Form 10-K. For updated disclosure on the Credit Agreement, refer to "Credit Agreement Defaults,Defaults", above.

Our investing activities for both periods presented consisted of capital expenditures for property, equipment, internal use software and capitalized labor costs for software to be marketed for sale in support of the growth of our business. Capital spending for 2025 was $6.0 million less than 2024.

Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expense and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. For a summary of all of our accounting policies, including the accounting policies discussed below, see Note 1. Description of Business and Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in Item 8 of Part II of this ComprehensiveAnnual Report on Form 10-K.

There have been no material changes to the risk factors as disclosed in Item 1A of our ComprehensiveAnnual Report on Form 10-K for the fiscal year ended December 31, 2024.2025. Additional risks and uncertainties, including risks and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our business, financial condition and/or results of operations.

The following discussion and analysis of financial condition and results of operation should be read in conjunction with the consolidated financial statements and related notes thereto of Cambium Networks Corporation (“Cambium”, “we”, “our”, or “us”) included elsewhere in this Quarterly Report on Form 10-Q and with the financial statements and related notes and Management’s Discussion and Analysis in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024,2025, filed AprilMay 7,1, 2026. In our annual report on Form 10-K for the year ended December 31, 2024, we restated financial statements for the three-month and nine- month periods ended September 30, 2024. The financial results included herein for this period reflect the impact of the restatement. Results for the three-month and nine-month periodsperiod ended SeptemberMarch 30,31, 20252026 are not necessarily indicative of the results that may be expected for any period in the future.

Cambium Networks is a global technology company that designs, develops, and manufactures fixed wireless and PON/XGSPON basedXGSPON-based broadband, Wi-Fi, and local area networking ("LAN") switching infrastructure, and security gateway solutions for a wide range of applications, including broadband access, wireless backhaul, Internet of Things ("IoT"), public safety communications, and Wi-Fi access. Our products enable service providers, enterprises, industrial organizations, and governments to deliver exceptional digital experiences and device connectivity, with compelling economics. Our ONE network platform simplifies the management of Cambium Networks' wired and wireless technologies. Our product lines fall into three broad, interrelated categories: Fixed Wireless & fiber Broadband ("FWB"), Enterprise networking, and Subscription and Services.

The FWB portfolio spans point-to-point ("PTP") and point-to-multi-point ("PMP") architectures over multiple standards, and frequency bands, including licensed, unlicensed, and lightly licensed spectrum, and fiber products. During 2024, both ourOur PMP4600 and PMP 450v platforms receivedhave Federal Communications Commission ("FCC") approval to operate in the recently released 6 GHz band in conjunction with our approved Automated Frequency Coordination ("AFC") service.service, which is gaining adoption in other regions.

Macroeconomic factorsFactors such as higher interest rates and inflationary pressures, which impact private sector capital investment, and concerns about a global economic slowdown and geopolitical conditions have addedcontinue to theadversely softenedimpact demand for our products and services that we experienced over 2023 and 2024 coming out of the pandemic,services, and increased our cost of revenues and impacted, and may continue to impact, our gross margin. We continue to see a high level of competition in our industry due to slower demand and aggressive pricing. We also see increased competition and pricing pressure from new competitors such as Starlink significantly driving down global connectivity prices, with satellite bandwidth costs dropping roughly 77% over the last five years due to its rapid constellation deployment and lower manufacturer costs. We have also seen increased competition from mobile network operators who are using excess capacity in their mobile network to address fixed wireless broadband needs, and from original design manufacturers who are trying to increase their market share by selling directly to major telecommunications providers. We believe that these market pressures will continue to negatively impact revenues and gross margins for the foreseeable future. We may continue to face risks of technology shifts that could result in inventory becoming obsolete before it is deployed, including as the industry continues its shift to Wi-Fi 7.

We spent 2025 moving production of select products from a third-party manufacturer in Mexico, to a third-party manufacturer in Thailand. The move has been challenged by logistics and production issues due to the complexity of the impacted products as well as challenges present when utilizing a new manufacturer. While the majority of impacted products are in production, issues of scale, yield and supply chain continue to limit our ability to meet customer demand, and this may continuecontinues into 2026.

We continue to monitor the impact of macroeconomic factors, including a potential global recession, inflationary pressures, monetary policy shifts, trade wars, and growing political tensions globallyfactors that continue to impact our industry and our business. We also believe that our customers continue to grapple with the impact of these macroeconomic factors on their businesses and future investment plans, leading to business uncertainty and a more constrained approach to forecasts and orders, and decreasing visibility into customer demand. Any prolonged economic disruptions, continued uncertainty over global trade wars, as well as further deterioration in the global economy or continued outbreaks of international hostilities could have a negative impact on demand from our customers in future periods.

The impact of reverse globalization, including a more nationalistic trend globally leading to increasing government requirements for domestically produced products or limiting the sourcing of components and other products from China and elsewhere, has led us to limit our reliance on third-party manufacturers in ChinaChina. andAccordingly, movewe have moved manufacturing to other locations, particularly Thailand, which has caused some disruptions in our supply operations,operations. togetherSuch withmoves thehave impactalso ofrequired moving manufacture of some products to suppliers who have no recent experience building similar products.products, further impacting supply operations. Nationalistic trends are occurring in various geographies which may make it impractical for us to do business in some countries.countries, or to seek manufacture in other countries in which we do not currently manufacture products.

We have been and continue to be out of compliance with financial and other covenants under our Amendedcredit Credit Agreementagreement with Bank of America, andwhich suchcreates defaultsdoubt continuedabout throughour 2025ability andto intocontinue 2026.as Ina addition,going weconcern. We ceased payment of required quarterly principal and interest on the term loan facility and of periodic interest on the revolving credit facility as of June 2025. Such defaults afford the lender the right to declare the amounts outstanding immediately due and payable. We continue to have regular discussions with the lender, we have not been able to obtain a waiver of the defaults from the lender, or otherwise refinance the indebtedness. If the lender were to accelerate the maturity and declare the full outstanding principal and interest immediately due and payable, we would not be able to repay the debt, and therefore, there is substantial uncertainty we would be able to continue as a going concern. Absent acceleration, our Amendedcredit Creditagreement Agreement maturematures on November 17, 2026. Absent an infusion of capital from outside financing or divestiture,a divestiture of business lines, we will be unable to repay this indebtedness when it comes due. Refer to Note 7.5. Debt, to our consolidated financial statements of this Quarterly Report on Form 10-Q for additional information.

Our cash from operations may not be sufficient for our future working capital, investments and cash requirements, and we have no remaining liquidity for additional borrowings under our credit agreement. If our cash from operations is not sufficient for future working capital needs, we would need to seek additional debt or equity financing or scale back our operations. Although we continue to have regular discussions with the lender, we have not been able to obtain a waiver of the defaults under our credit agreement, or otherwise refinance the indebtedness. If the lender were to decline permission to raise additional capital, if needed, or to accelerate the maturity and declare the full outstanding principal and interest immediately due and payable, we would not be able to repay the debt, and therefore, there is substantial uncertainty we would be able to continue as a going concern. We may not be able to access additional capital resources or financing due to a variety of reasons, including the restrictive covenants in our credit agreement, the status of our financial condition, or the lack of available capital due to global economic conditions. If our financing requirements are not met and we are unable to access additional financing on favorable terms, or at all, our business, financial condition and results of operations could be materially adversely affected and we could cease as a going concern We continue to take actions to improve our profitability and focus on operating efficiency and therefore are reducing discretionary spending, deferring capital expenditures and implementing cost reductions to align our cost structure with current and expected revenue levels. We are actively seeking additional capital through possible divestitures and/or capital raising transactions and working on accommodationaccommodations with our lenderslender to provide us with the financial flexibility needed to meet our obligations as they come due over the next twelve months. Our ability to achieve these objectives depends on our ability to complete one or more divestitures of business lines and/or obtain alternative sources of financing in parta timely fashion, as well as on our expectations regarding macro-conditions in the markets in which we compete, customer acceptance and purchases of our products, buying decisions by our distributors, improvements in our manufacturing challenges with transition to new manufacturers, and other factors. Many of these factors that are not all within our control.control and there is no assurance we can successfully navigate the financial challenges we face.

Financial results for the three-month period ended SeptemberMarch 30,31, 20252026

Total revenue was $43.0$44.6 million, aan decreaseincrease of 3.7%32.1% year-over-year Gross margin was 38.2%50.8% Total costs of revenues and operating expenses were $48.8$45.7 million Operating loss was $5.8$1.2 million Net loss was $8.5$3.4 million

Gross profit has been and will continue to be affected by various factors, including changes in product mix. The margin profile of products within each of our core product categories can vary significantly depending on the operating performance, features and manufacturer of the product. Generally, our gross margins on backhaul and fixed wireless access point products are greater than those on our CPE products. Because the ratio of CPE to PTP and PMP access points typically increases as network operators build out the density of their networks, increases in follow-on sales to network operators as a percentage of our total sales generally have a downward effect on our overall gross margins. Finally, gross margin will also vary as a function of changes in pricing due to competitive pressure, our third-party manufacturing and other production costs, cost of shipping and logistics, provision for excess and obsolete inventory, loss on supplier commitments, and other factors. We expect our gross margins will fluctuate from period to period depending on the interplay of these various factors.

We classify our operating expenses as research and development, sales and marketing, and general and administrative expense. Personnel costs are the primary component of each of these operating expense categories, which consist of costs such as salaries, sales commissions, benefits, and bonuses,benefits, as well as share-based compensation expense. Depreciation and amortization of long-lived assets is separately disclosed in the statements of operations and comprehensive loss. In 2024 and 2025, we recorded impairments of goodwill, intangibles, software and long-lived assets and this is separately disclosed in the statements of operations and comprehensive loss.

In addition to personnelpersonnel-related costs, research and development expense consists of costs associated with the design and development of our products, product certification, travel, recruiting, shared facility and shared IT costs. We generally recognize research and development expense as incurred. For certain of our software projects under development, we capitalize the development cost during the period between determining technological feasibility of the product and commercial release. We amortize the capitalized development cost upon commercial release, generally over three years, and include the amortization costs in cost of revenues on our statements of operations.operations and comprehensive loss. We typically do not capitalize costs related to the development of first-generation product offerings as technological feasibility generally coincides with general availability of the software.

In addition to personnelpersonnel-related costs for sales, marketing, service and product line management personnel, sales and marketing expenses consist of our training programs, trade shows, marketing programs, promotional materials, demonstration equipment, national and local regulatory approval on our products, travel and entertainment, recruiting and shared facilities and shared IT costs.

Depreciation and amortization expenses consist of depreciation related to fixed assets such as computer equipment, furniture and fixtures, and testing equipment, as well as amortization related to acquired software and software for internal use and definite lived intangibles.use.

The following table presents the consolidated statements of operations, as well as the percentage relationship to total revenues for items included in our consolidated statements of operations for the three-month and nine-month periodsperiod ended SeptemberMarch 30,31, 20242025 compared to the three-month and nine-month periodsperiod ended SeptemberMarch 30,31, 20252026 (in thousands):

Comparison of three-month period ended SeptemberMarch 30,31, 20242025 to the three-month period ended SeptemberMarch 30,31, 20252026

Product revenues decreasedincreased $1.4$11.1 million, or 3.6%,38.2%, from $39.7$29.1 million for the three-month period ended SeptemberMarch 30,31, 2024,2025, to $38.3$40.2 million for the three-month period ended SeptemberMarch 30,31, 2025,2026, withacross all product categories, driven by higher demand for our enterprise products as the largestindustry decreasetransitions into Wi-Fi 7 and higher demand for our point-to-multi-point productproducts categoryas andseveral additionallarge decreasesretailers inhave adopted our enterprise60 category,GHz mostly driven by lower demand, partially offset by increased revenues in our point-to-point product category.product.

Subscriptions and services revenues decreased $0.2$0.3 million, or 4.7%,6.5%, from $5.0$4.6 million for the three-month period ended SeptemberMarch 30,31, 20242025 to $4.7$4.3 million for the three-month period ended SeptemberMarch 30,31, 2025.2026. The decrease was primarily due to lower revenues for both services and software subscriptions.

Our PMP product revenues decreasedincreased $2.4$4.3 million, or 13.1%,32.6%, from the three-month period ended SeptemberMarch 30,31, 20242025 to 2025.2026. The decreaseincrease in point-to-multi-point revenues was driven by lowerhigher revenues in all regions except North America, mostly due to higher demand for our 60 GHz products in North America and ePMP in Europe, Middle East, AfricaAfrica, andpartially Caribbean and Latin America, mostly due tooffset lower demand of our ePMP andfor PMP 450 products, partially offset by increased revenuesproducts in North America, mostly for our 60 GHz product.America.

PTP product revenues increased $2.8$1.9 million, or 32.4%,22.0%, from the three-month period ended SeptemberMarch 30,31, 20242025 to 20252026 mostly driven by higher demand for PTP from defense customers.customers along with an increase in unlicensed microwave products.

Enterprise product revenues decreasedincreased $1.8$4.9 million, or 11.2%,43.5%, from the three-month period ended SeptemberMarch 30,31, 20242025 to 2025.2026. Enterprise revenues decreasedincreased inall both North America and Caribbean and Latin Americaregions due to lower demand for switching products, partially offset by increased revenues in Europe, Middle East, Africa and Asia Pacific with higher demand for switching products and in all regionsregions, higher demand for Wi-Fi 7 in North America and higher demand for Wi-Fi 6 products.in Caribbean and Latin America.

Revenues decreased in North America and Latin America and increased in Europe,all Middle East, Africa and Asia Pacificregions from the three-month period ended SeptemberMarch 30,31, 20242025 to SeptemberMarch 30,31, 2025.2026. North America revenues decreasedincreased $1.3$0.5 million, or 5.8%,2.5%, driven mostly by lowerhigher enterprise product revenues with lower demand for switching products partially offset by higher demand for Wi-Fi 67 products,as mostlythe conversion to Wi-Fi 7 has begun, partially offset by higherlower revenuesdemand for PTP products driven by higher demand from defense customers and higher revenues for PMP products, mostly higher demand for 60 GHz products. Europe, Middle East, Africa revenues increased $0.7$5.0 million, or 5.7%,45.0%, with revenues increasing across all product categories, but mostly driven by higher PMP and PTP product revenues due to higher demand for bothePMP products and PTP accessories andproducts from defense customer,customer and higher enterprise product revenues due to higher demand for both switching and Wi-Fi products, partially offset by lower PMP revenues mostly due to lower demand for ePMP products. Caribbean and Latin America revenues decreasedincreased $1.7$2.8 million, or 30.5%,204.8%, across all product categories.categories, mostly driven by enterprise with Wi-Fi 6 products and PMP with ePMP products. Asia Pacific revenues increased $0.6$2.6 million, or 14.7%,88.8%, across all product categories, mostly driven by increasedhigher enterprisePMP product revenues withfrom increased60 demandGHz forand Wi-FiPTP 6product products.revenues.

Cost of revenues for products decreasedincreased $20.0$4.1 million, or 24.1%,24.5%, from $82.8$16.9 million for the nine-monththree-month period ended SeptemberMarch 30,31, 20242025 to $62.9$21.1 million for the nine-monththree-month period ended SeptemberMarch 30,31, 2025.2026. The decreaseincrease in cost of revenues was primarily driven by lowerhigher revenues along withrevenues, a $7.8$2.0 million decrease in excessthe andrelease obsolescence reserve and $9.9 million decrease inof loss on supplier commitment expense and $1.0 million decrease in the release of excess and obsolescence reserve, partially offset by $0.9$0.4 million oflower nonrecurring expenses in 2026, comprised of $0.2 million incurred in 2025 related to moving certain manufacturing from Mexico to Thailand and $0.2 million higherof restructuring expense.expenses incurred in 2025 related to the headcount reductions in February 2025.

Cost of revenues for subscriptions and services increaseddecreased $0.2$1.4 million, or 2.6%,61.7%, from $6.0$2.2 million for the nine-monththree-month period ended SeptemberMarch 30,31, 20242025 to $6.1$0.9 million for the nine-monththree-month period ended SeptemberMarch 30,31, 2025.2026. The increase in cost of revenuesdecrease was primarily due to increasedlower costsprofessional toservices servicecost softwareof subscriptions.revenues.

Gross margin for products increased from 32.3%41.9% for the nine-monththree-month period ended SeptemberMarch 30,31, 20242025 to 38.4%47.7% for the nine-monththree-month period ended SeptemberMarch 30,31, 2025.2026. The increase primarily reflects the impact from increased revenue from higher margin products, the decreaseabsence of nonrecurring expenses incurred in our2025 excesspartially andoffset obsolescenceby reservethe andreduction in the benefit from the release of both loss on supplier commitment expense partiallyand offsetexcess byand theobsolescence nonrecurring expense incurred in 2025 related to moving certain manufacturing from Mexico to Thailand.reserve.

Gross margin for subscriptions and services decreasedincreased from 59.2%51.9% for the nine-monththree-month period ended SeptemberMarch 30,31, 20242025 to 56.5%80.3% for the nine-monththree-month period ended SeptemberMarch 30,31, 2025.2026. The decreaseincrease primarily reflects the impact of lower professional services revenuecost andof increased costs to support software subscriptions.revenues.

SalesResearch and marketingdevelopment expense decreased $4.2$1.4 million, or 15.0%,15.5% from $27.8$9.3 million for the nine-monththree-month period ended SeptemberMarch 30,31, 20242025 to $23.7$7.9 million for the nine-monththree-month period ended SeptemberMarch 30,31, 2025.2026. The decrease in salesresearch and marketingdevelopment expense was primarily due to $2.5$0.8 million lower staff-related costs, mostly due to reductionsa reduction in headcount from February 2025 restructuring,restructuring $1.1activities, $0.6 million lower variablerestructuring compensationexpense expense,incurred $0.7in 2025 related to the February 2025 restructuring, $0.4 million lower share-based compensation expense, $0.2 million lower travelengineering relatedmaterials expense,spend $0.1due to fewer projects, and $0.2 million loweroutside lease-related expensecontractor and $0.1other million lower homologation/regulatory expense. The decreases in sales and marketing expense wereexpenses, partially offset by $0.5$0.8 million higherlower restructuringcapitalized costsoftware incurreddevelopment incosts 2025due versusto 2024.fewer projects being eligible for capitalization.