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

The growth and expansion of our business including the growth of artificial intelligence “AI” offerings creates significant challenges for our management, operational, and financial resources. In the event of continued growth of our operations or in the number of our third-party relationships, our information technology systems and our internal controls and procedures may not be adequate to support our operations. To effectively manage our growth, we must continue to improve our operational, financial, and management processes and systems and to effectively expand, train, and manage our employee base. As our organization continues to grow and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new and innovative solutions. This could negatively affect our business performance.

•successfully compete with other companies that are currently in, or may in the future enter, the online professional network space, telehealth, or other healthcare AI productivity tools;

While for the fiscal years ended March 31, 2025, 2024 and 2023, noone customer accounted for 10% or more of total revenue,revenue for the fiscal year ended March 31, 2026 and no customer met this threshold for the fiscal years ended March 31, 2025 and 2024, our revenue is relatively concentrated within a small number of key customers. In addition, some of our customers purchase our services indirectly through marketing agencies, some of whom represent a number of customers. The sudden loss of any of our largest customers or the renegotiation of any of our largest customer contracts, either directly or through marketing agencies, could have a significant impact on our revenue, the growth rate of our revenue, our reputation, and our ability to obtain new customers.

We face significant competition across different aspects of our business, and we expect such competition to increase. Our industry and the markets we serve are evolving rapidly and becoming increasingly competitive. Larger and more established companies may focus on our markets and could directly compete with us. Smaller companies could also launch new products and services that compete with us and that could gain market acceptance quickly. We also expect our existing competitors in the markets for Marketing and Hiring Solutions to continue to focus on these areas. A number of these companies may have greater financial, technological, and other resources than we do and greater name recognition and more established distribution networks and relationships with healthcare providers than us, which may enable them to compete more effectively. Specifically, we compete for medical professionals as members against large technology companies that have developed online networking and collaboration tools like LinkedIn, Facebook, Google, and X, in addition to smaller, emerging companies.companies including various healthcare AI platforms.

We also compete to access marketing, hiring, and information technology budgets of pharmaceutical and health system companies as customers for our Marketing, Hiring, and Workflow Solutions. We compete for customers for our Marketing Solutions with online outlets such as health-related websites and mobile apps, like WebMD’s Medscape, and newer companies like OpenEvidence, as well as offline organizations that provide marketing and advertising services that enable pharmaceutical manufacturers and health systems to educate medical professionals. We compete for customers for our Hiring Solutions with large and regional staffing companies, job boards, self-service recruiting tools, and medical recruiting firms. We compete for customers for our Workflow Solutions with other providers of various solutions that aim to improve the productivity of the information technology services inside of health systems. This includes providers of communication solutions, such as Zoom Video Communications and Microsoft Teams, and dedicated telehealth services, such as American Well and Teladoc Health. We also compete with providers of scheduling solutions such as QGenda and a number of emerging AI solutions focusing on health care.care, including Abridge, OpenAI and Anthropic. We also compete for members, customers, and professional organizations in the market for online professional networks which continues to rapidly evolve. Our competitors may announce new products, services, or enhancements that better address changing industry standards or the needs of members and customers, such as mobile access. Any such increased competition could cause pricing pressure, loss of market share, or decreased member engagement, any of which could adversely affect our business and operating results.

The product offerings in our Workflow Solutions category include telehealth, on-call scheduling, and AI-based tools.tools, such as Ask and Scribe. Each of these areas are relatively new and unproven, and it is uncertain whether these offerings will achieve and sustain high levels of demand, consumer acceptance, and market adoption. The success of our Workflow Solutions will depend to a substantial extent on the willingness of our members to use, and to increase the frequency and extent of their utilization of, our network, as well as on our ability to demonstrate the value of these offerings to employers, health plans, government agencies, and other purchasers of healthcare for beneficiaries. If any of these events do not occur or do not occur quickly, it could have a material adverse effect on our business, financial condition, and results of operations.

The preparation of financial statements in conformity with GAAP and our key metrics require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes and amounts reported in our key metrics. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates”. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, the fair values of acquired intangible assets and goodwill, the useful lives of long-lived assets, fair value of contingent earn-out consideration, and deferred income taxes. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.

Our ability to maintain our competitive position is largely dependent on the services of our senior management and other key personnel. In addition, our future success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. The market for such positions is competitive, especially in the San Francisco Bay Area. Qualified individuals are in high demand and we may incur significant costs to attract them. In addition, the loss of any of our senior management or other key employees, in particular our Chief Executive Officer, or our inability to recruit and develop mid-level managers could materially and adversely affect our ability to execute our business plan and we may be unable to find adequate replacements. For example, our former Chief Financial Officer departed in April 2026, and our Chief Accounting Officer served as interim principal financial officer and interim principal accounting officer while we conducted a search for a new Chief Financial Officer. On May 13, 2026, the Company appointed Matt Sonefeldt as Chief Financial Officer. In addition, we have experienced recent senior management changes which may result in temporary disruption or require additional management attention. Competition for qualified employees is intense in our industry, and the loss of even a few qualified employees, or an inability to attract, retain, and motivate additional highly skilled employees required for the planned expansion of our business could harm our operating results and impair our ability to grow. To attract and retain key personnel, we use various measures, including an equity incentive program for key executive officers and most employees. These measures may not be enough to attract and retain the personnel we require to operate our business effectively. All of our employees are at-will employees, meaning that they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. If we fail to retain talented senior management and other key personnel, or if we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business, financial condition, and results of operations may be materially adversely affected.

We have completed acquisitions in recent years, including Curative Talent in fiscal 2021 and2021, AMiON in fiscal 2023,2023 and Pathway Medical in July 2025, and we may in the future consider opportunities to acquire or make additional investments in new or complementary businesses, technologies, offerings, tools, or solutions, or enter into strategic alliances, that may enhance our capabilities and platform in general, complement our current offerings, or expand the breadth of our markets. Our ability to successfully grow through these types of strategic transactions depends upon our ability to identify, negotiate, acquire, and integrate suitable target businesses, technologies, tools, and solutions and to obtain any necessary financing, and is subject to numerous risks, including:

We rely on software-as-a-service, or SaaS, and AI technologies from third parties.

We rely on SaaS and AI technologies from third parties in order to operate critical functions of our business, including financial management services, relationship management services, marketing services, and data storage services. For example, we rely on Amazon Web Services for a substantial portion of our computing and storage capacity, and rely on Google for storage capacity and collaboration tools. We are also highly dependent on our technology integration with products offered by certain third parties. Amazon Web Services provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party. Similarly, Google provides us with storage capacity and certain collaboration tools, and also may non-renew its agreement by providing 15 days’ notice prior to the end of the then-current term. Some of our other vendor agreements may be unilaterally terminated by the counterparty for convenience. If these services become unavailable due to contract cancellations, extended outages or interruptions, because they are no longer available on commercially reasonable terms or prices, or for any other reason, our expenses could increase, our ability to manage our finances could be interrupted, our processes for managing our offerings and supporting our consumers and partners could be impaired, and our ability to access or save data stored to the cloud may be impaired until equivalent services, if available, are identified, obtained, and implemented, all of which could harm our business, financial condition, and results of operations.

We are subject to income taxes in the United States and Canada and our tax provision could also be impacted by changes in accounting principles and changes in U.S. federal and state or international tax laws applicable to corporations. For example, legislationon enactedJuly in4, 2017, informally titled2025, the One Big Beautiful Bill Act (the “Tax Cuts and Jobs Act,Act” or Tax“OBBB”) Act,was andenacted. Key income tax-related provisions of the CoronavirusOBBB Aid,include Relief, and Economic Security Act, or CARES Act,repeal of 2020mandatory significantly changed how the U.S. Departmentcapitalization of Treasury imposes income taxes on U.S. corporations. For tax years beginning after December 31, 2021, the Tax Act eliminated the option to deductdomestic research and development expenditures under Internal Revenue Code Section 174 (reinstating full expensing beginning in the current period2025) and requires taxpayersrevisions to capitalize and amortize U.S.-based research and development expenditures over five years. This legislation has accelerated the utilization of our net operating losses and research and developmentinternational tax creditsregimes, inamong theother U.S. federal and state jurisdictions. We made significant judgments and assumptions in the interpretation of these laws and in our calculations reflected in our financial statements.provisions. The U.S. Department of Treasury, the Internal Revenue Service, or the IRS, and other standard-setting bodies may issue additional guidance on how the provisions of the Tax Act and CARES Act will be applied or otherwise administered, and additional accounting guidance or interpretations may be issued in the future that is different from our current interpretation.

There is an increasing focus from regulators, certain investors, and other stakeholders concerning matters relating to environmentalenvironmental, social and governance factors, or ESG, both in the United States and internationally, including an increase in anti-ESG sentiment. WeIn compliance with existing laws, we communicate certain ESG-related initiatives and/or commitments regarding environmental matters, diversity, and other matters on our website and elsewhere. These initiatives or commitments could be difficult or costly to achieve. We could be criticized for achieving, fail to achieve, or be perceived to fail to achieve, our ESG-related initiatives or commitments. In addition, we could be criticized for the timing, scope or nature of these activities, or for any revisions to them. To the extent that our disclosures about ESG matters increase, we could be criticized for the content, accuracy, adequacy, or completeness of such disclosures. Our actual or perceived progress in our ESG-related initiatives or commitments could negatively impact our reputation, result in ESG-focused investors not purchasing and holding our stock, or otherwise materially harm our business.

Healthcare laws and regulations are rapidly evolving and may change significantly in the future, which could adversely affect our financial condition and results of operations. Certain regulatory changes that have occurred in response to the COVID-19 pandemic created opportunities for us. For example, many states expanded Medicaid and commercial coverage for telehealth, in many cases at parity with in-person services. A number of these regulatory changes have remained in place beyond the formal conclusion of COVID-19 as a public health emergency. However, it cannot be determined how long these measures will stay in place and to the extent that states do not maintain this reimbursement parity, this could lower usage of our network. In addition, the Office of Civil Rights, or OCR, had announced that they would not impose penalties for noncompliance with the regulatory requirements under the HIPAA Rules for covered healthcare providers in connection with good faith provision of telehealth during the COVID-19 nationwide public health emergency. With the formal conclusion of the public health emergency designation, the OCR likewise ended its lifting of enforcement activity, and the resumption of OCR enforcement activity could negatively impact usage on our network.

Our mission is to help every physician be more productive and provide better care for their patients. We are physicians-first,physician-first, putting technology to work for doctors instead of the other way around. That guiding principle has enabled Doximity to become an essential and trusted professional platform for physicians and their colleagues. Doximity puts modern software in the hands of physicians and other medical professionals. We provide our members with digitalAI-powered tools specifically built for medicine, enabling our membersthem to collaborate with colleagues, stay up to date with the latest medical news and research, manage their careers and on-call schedules, streamline documentation and administrative paperwork, and conduct virtual patient visits. Our Clinical AI Suite supports the full day-to-day workflow of a physician, from patient communication to documentation to answering clinical questions.

At the core of our platform is the largest medical professional network in the nation, which creates proximity within our community of doctors and other medical professionals. Verified members can search and connect with colleagues and specialists, which allows them to better coordinate patient care and streamline referrals. Our newsfeed addresses the ever increasing sub-specialization of medical expertise and volume of medical research by delivering news and information that is relevant to each physician's clinical practice. We also support physicians in their day-to-day practice of medicine with mobile-friendly and easy-to-use workflow tools such as voice and video dialer, secure messaging, digital faxing, and our AI-poweredClinical workflowAI tools.Suite, including Ask (formerly DoxGPT) and Scribe. Our business model is designed to both respect and support physicians while driving value for our customers through our Marketing, Hiring, and Workflow Solutions. Our revenue-generating customers, primarily pharmaceutical manufacturers and health systems, have access to a suite of commercial solutions that benefit from broad physician usage.

Marketing Solutions. Our customers purchase a subscription to Marketing Solutions, either directly or through marketing agencies, for the ability to share tailored content on the Doximity platform via a variety of modules for defined time periods. We generally bill customers either upon contract execution for a portion of the contractcontract, upon contract execution and then bill throughoutwith the remainder of the contractbilled based on various time-based milestones.milestones, Generally,or weon billa monthly basis beginning in advancethe ofmonth revenueservices recognition.are launched. When revenue is recognized in advance of billings, we record unbilled revenue. Unbilled revenue is recorded on the consolidated balance sheets within prepaid expenses and other current assets. Subscriptions to Marketing Solutions include the following contractual arrangements:

Hiring and Workflow Solutions. We provide Hiring Solutions customers access to our platform which enables them to post job openings or deliver a fixed number of monthly messages to our network of medical professionals. We offer Workflow Solutions customers access to telehealth tools, on-call scheduling, and our Clinical AI writingSuite, assistantincluding Dialer, Scribe and Ask, during the subscription period. Hiring and Workflow Solutions contracts are noncancelable and customers are billed in annual, quarterly, or monthly installments in advance of the service period, and revenue is recognized ratably over the contractual term.

Cost of revenue is primarily comprised of expenses related to cloud hosting, personnel-related expenses for our customer success team, costs for third-party platform access, information technology, software subscriptioncosts, including generative AI platform usage and inference costs, contractors,amortization of acquired intangibles, and other services used in connection with the delivery and support of our platform. Our cost of revenue also includes the amortization of internal-use software development costs, editorial and other content-related expenses, and allocated overhead. Cost of revenue is driven by the growth of our member network and utilization of our workflow tools. We intend to continue to invest additional resources in our cloud infrastructureinfrastructure, AI initiatives, and our customer support organizations to support the growth of our business.

Gross profit is total revenue less total cost of revenue. Gross margin is gross profit expressed as a percentage of total revenue. Gross profit and gross margin has been and will continue to be affected by a number of factors, including the timing of our acquisition of new customers and sales of additional solutions to existing customers, the timing and extent of our investments in our operations, cloud hosting costs, growth in our customer success team, AI and related efforts, and the timing of internal-use software development costs amortization.amortization and amortization of acquired intangibles. We expect our gross margin to remain relatively steady over the near term, although our quarterly gross margin is expected to fluctuate from period to period depending on the interplay of these and other factors.

Research and development expense is primarily comprised of personnel-related expenses associated with our engineering and product teams who are responsible for building new products and improving existing products. Research and development expense also includes costs for information technology, software-related costs, contractors, third-party services, and allocated overhead. Other than internal-use software development costs that qualify for capitalization, research and development costs are expensed as incurred. We expect research and development expenses will increase on an absolute dollar basis as we continue to grow our platform and product offerings.offerings, including investments in our AI initiatives.

Sales and marketing expense is primarily comprised of personnel-related expenses, sales incentive compensation, advertising costs, travel, and other event expenses. Sales and marketing expense also includes costs for information technology, software-related costs, contractors, third-party services, allocated overhead, intangible assets amortization, and change in fair value of contingent earn-out consideration liability. We capitalize sales incentive compensation that is considered to be an incremental and recoverable cost of obtaining a contract with a customer. These sales incentive compensation costs are amortized over the period of benefit. We expect sales and marketing expense to increase as we invest in our AI product offerings and to continue to be our largest expense on an absolute basis.

Provision for income taxes consists primarily of income taxes in U.S. federal, state, local, and localforeign jurisdictions in which we conduct business. We continue to maintain a valuation allowance related to specific net deferred tax assets where it is not more likely than not that the deferred tax assets will be realized, which includes Arizona research and development credits and capital loss carryforwards. Our effective income tax rate generally differs from the U.S. statutory tax rate of 21.0% primarily due to U.S. federal and state research and development tax credits, stock-based compensation related tax benefits, and state income taxes.

Cost of revenue for the fiscal year ended March 31, 20252026 increased $5.2$14.5 million as compared to the fiscal year ended 2024,2025, primarily driven by a $1.9$5.6 million increase in third-partyhosting and software costs in connection with the delivery of our services,and a $1.5$2.5 million increase inrelated stock-basedto compensation as a resultamortization of newan awardsacquired grantedintangible and internally developed software. Both increases were incurred to existingsupport employees,our aAI $1.0initiatives. millionThe increaseremaining inincreases third-partywere softwaredue to personnel and other costs to support revenue growth, and a $0.8 million increase in amortization of internally developed software.growth.

The gross margin for the fiscal year ended March 31, 20252026 increasedremained dueconsistent as compared to growththe same period in our revenue outpacing the growth in our cost of revenue.2025.

Research and development expense for the fiscal year ended March 31, 20252026 increased $11.1$37.7 million as compared to the fiscal year ended 2024,2025, primarily driven by ana $8.2$28.6 million increase in stock-based compensation as a result of new service-based as well as performance-based awards granted to new hires and existing employees, a $2.2$4.9 million increase in personnel costs asdue to merit increases and increase in average headcount, a result of merit increases, a $1.1$3.7 million increase in third-party contractor costs, a $1.5 million increase in hosting and software costs, and a $0.8$1.3 million increase in employee events and travel-related expenses. These increases were partially offset by a $1.6$4.3 million increase in capitalization of internally-developed software costs.

Sales and marketing expense for the fiscal year ended March 31, 20252026 increased $12.6$17.9 million as compared to the fiscal year ended 2024,2025, primarily driven by a $9.5$13.1 million increase in stock-based compensation as a result of new awards granted to new hires and existing employees, and a $2.5$6 million increase in salesmarketing incentiveactivities. compensationThese dueincreases towere anpartially increaseoffset by a $0.9 million decrease in bookings,contractor and a 1 We define new subscription customers as revenue generating subscription customers in the current fiscal period who did not contribute any revenue for the same period in the prior fiscal year.spend.

General and administrative expense for the fiscal year ended March 31, 20252026 increased $7.8$19.6 million as compared to the fiscal year ended 2024,2025, primarily driven by a $6.6$9.4 million increase in legal fees, $8.7 million increase in stock-based compensation as a result of new awards granted to new hires and existing employees.employees, Theand remaining$1.6 million increase was primarily duerelated to anacquisition increase in personnel costs due to merit increases.expenses.

Other income, net for the fiscal year ended March 31, 20252026 increasedremained $14.5materially millionconsistent as compared to the fiscal year ended 2024, primarily driven by increases in interest income due to higher yields earned on our cash equivalents and marketable securities portfolio and a higher average portfolio balance.2025.

Income tax expense for the fiscal year ended March 31, 20252026 increased $2.8$13.6 million as compared to the fiscal year ended 2024,2025, primarily driven by higher income before taxes, offset bydecreased tax deductions from stock award activities.

On May 1, 2024 the Company’s board of directors authorized a program to repurchase up to $500 million of the Company’s Class A common stock with no expiration date. As of March 31, 2025,2026, the Company repurchased and retired 1,875,22611,591,950 shares of Class A common stock underand completed this program for an aggregate purchase price of $76.0 million and $424.0 million remained available and authorized for repurchase.program.

All repurchases are subject to general business and market conditions and other investment opportunities and may be executed through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. Immediately upon the repurchase of any shares of Class A common stock, such shares shall be retired by the Company and shall automatically return to the status of authorized but unissued shares of Class A common stock.

Effective January 1, 2023, the Company’s share repurchases in excess of allowable share issuances are subject to a 1% excise tax as a result of the Inflation Reduction Act of 2022. As of March 31, 20242026, the Company had accrued excise taxes of $1.5$2.3 million,million alland ofnil which were paid during fiscal 2025. Asas of March 31, 2025,2025 We believe that our existing cash and cash equivalents and marketable securities will be sufficient to support working capital and capital expenditure requirements for at least the Companynext had12 no accrued excise taxes.months.

We define adjusted EBITDA as net income before interest, income taxes, depreciation, and amortization, and as further adjusted for acquisition and other related expenses, stock-based compensation expense, restructuring and impairment charges, legal fees associated with certain non-ordinary course legal matters including the shareholder class action litigation, change in fair value of contingent earn-out consideration liability, and other income, net. Net income margin represents net income as a percentage of revenue and adjusted EBITDA margin represents adjusted EBITDA as a percentage of revenue.

We calculate free cash flow as cash flow from operating activities less purchases of property and equipmentequipment, purchases of intangible assets, and internal-use software development costs.

Marketing Solutions customers may also purchase integrated and other subscriptions for a fixed fee that are not tied to a single module per month but allow customers to utilize a given module or combination of modules during the subscription period subject to limits on the total number of modules launched in a given period of time, active at any given time, and members targeted. These represent stand-ready obligations in that the delivery of the underlying sponsored content is within the control of the customer and the extent of use in any given period does not diminish the remaining services. For these subscriptions, we record revenue ratably over the subscription period commencing with either the beginning of the subscription term or first launch.

Stock-based compensation is measured at the grant date based on the fair value of the awardaward. andCompensation expense for restricted stock units, or RSUs, is recognized ason expensea instraight-line the consolidated statements of operationsbasis over the requisite service period, which is generally the same as the vesting period. Compensation expense for performance-based restricted stock units, or PSUs, is recognized using the accelerated attribution method over the requisite service period ofwhen it is probable that the respectiveperformance award.conditions will be satisfied.

Determining the grant-date fair value of stock options, warrants, and purchase rights under the employee stock purchase plan, or ESPP, requires judgment. We estimate the fair value of restricted stock units, or RSUs, at our stock price on the grant date. We use the Black-Scholes option-pricing model to determine the fair value of stock options, warrants, and ESPP rights. The determination of the grant-date fair value using the Black-Scholes model is affected by the fair value of our common stock and assumptions regarding a number of other complex and subjective variables. These assumptions include the expected term of the award, the expected stock price volatility over the expected term of the award, the risk-free interest rate for the expected term of the award, and expected dividends.

OurThere operationshave andbeen financialno resultsmaterial are subjectchanges to variousthe risks and uncertainties, including therisk factors discussed in this Quarterly Report on Form 10-Q, our consolidated financial statements and the related notes thereto and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” containedincluded in our Annual Report on Form 10-K for the fiscal year ended March 31, 20252026. (“You should carefully consider the risks and uncertainties described in our Annual Report together with all the other information included in this Quarterly Report on Form 10-Q, including the financial statements, the accompanying footnotes, and the section above titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”), whichThe couldrisks described in the Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially adversely affect our business, financial conditionsposition, andresults futureof results.operations, Otheror thancash the risk factors set forth below, there have been no material changes from the risk factors discussed in our Annual Report.flows.

Our mission is to help every physician be more productive and provide better care for their patients. We are physicians-first,physician-first, putting technology to work for doctors instead of the other way around. That guiding principle has enabled Doximity to become an essential and trusted professional platform for physicians and their colleagues. Doximity puts modern software in the hands of physicians and other medical professionals. We provide our members with digitalAI-powered tools specifically built for medicine, enabling our membersthem to collaborate with colleagues, stay up to date with the latest medical news and research, manage their careers and on-call schedules, streamline documentation and administrative paperwork, and conduct virtual patient visits. Our Clinical AI Suite supports the full day-to-day workflow of a physician, from patient communication to documentation to answering clinical questions.

At the core of our platform is the largest medical professional network in the nation, which creates proximity within our community of doctors and other medical professionals. Verified members can search and connect with colleagues and specialists, which allows them to better coordinate patient care and streamline referrals. Our newsfeed addresses the ever increasing sub-specialization of medical expertise and volume of medical research by delivering news and information that is relevant to each physician'sphysician’s clinical practice. We also support physicians in their day-to-day practice of medicine with mobile-friendly and easy-to-use workflow tools such as voice and video dialer, secure messaging, digital faxing, and our AI-poweredClinical workflowAI tools.Suite, including Ask (formerly DoxGPT) and Scribe. Our business model is designed to both respect and support physicians while driving value for our customers through our Marketing, Hiring, and Workflow Solutions. Our revenue-generating customers, primarily pharmaceutical manufacturers and health systems, have access to a suite of commercial solutions that benefit from broad physician usage.

Our business model has delivered high revenue growth at scale with profitability. For the three months ended DecemberJune 31,30, 20252026 and 2024,2025, we recognized revenue of $185.1$156.6 million and $168.6$145.9 million, respectively, representing a year-over-year growth rate of 10%. For the nine months ended December 31, 2025 and 2024, we recognized revenue of $499.5 million and $432.1 million, respectively, representing a year-over-year growth rate of 16%.7%. For the three months ended DecemberJune 31,30, 20252026 and 2024,2025, our net income was $61.6$24.3 million and $75.2$53.3 million and our adjusted EBITDA was $111.4$74.8 million and $102.0 million, respectively. For the nine months ended December 31, 2025 and 2024, our net income was $176.9 million and $160.7 million and our adjusted EBITDA was $292.0 million and $244.1$79.8 million, respectively. We have accomplished this while focusing on our core mission to help every physician be more productive and provide better care for their patients.

Customers with Trailing 12-Month Subscription Revenue Greater than $500,000. The number of customers with trailing 12-month (“TTM”) subscription revenue greater than $500,000 is a key indicator of the scale of our business,business and the value we create for large customers, and is calculated by counting the number of customers that contributed more than $500,000 in subscription revenue in the TTM period. Our customer count is subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity, and we present our total customer count for historical periods reflecting these adjustments.

The number of customers with at least $500,000 of TTM revenue has grown steadily in recent years as we have engaged new customers and expanded within existing ones. This cohort of customers accounted for approximately 84%83% of our revenue for the TTM ended DecemberJune 31,30, 2025.2026.

Net Revenue Retention Rate. Our net revenue retention rate compares our subscription revenue from the same set of customers across comparable periods, and reflects customer renewals, expansion, contraction, and churn. Net revenue retention rate is calculated by taking the TTM subscription-based revenue from our customers that had revenue in the prior TTM period and dividing that by the total subscription-based revenue for the prior TTM period. For the purposes of this calculation, subscription revenue excludes subscriptions for individuals and small practices and other non-recurring items. Our net revenue retention rate compares our subscription revenue from the same set of customers across comparable periods, and reflects customer renewals, expansion, contraction, and churn. Our net revenue retention rate is directly tied to our revenue growth rate and thus fluctuates as that growth rate fluctuates.

Marketing Solutions. Our customers purchase a subscription to Marketing Solutions, either directly or through marketing agencies, for the ability to share tailored content on the Doximity platform via a variety of modules for defined time periods. We generally bill customers either upon contract execution for a portion of the contractcontract, upon contract execution and then bill throughoutwith the remainder of the contractbilled based on various time-based milestones.milestones, Generally,or weon billa monthly basis beginning in advancethe ofmonth revenueservices recognition.are launched. When revenue is recognized in advance of billings, we record unbilled revenue. Unbilled revenue is recorded on the condensed consolidated balance sheets within prepaid expenses and other current assets. Subscriptions to Marketing Solutions include the following contractual arrangements:

Hiring and Workflow Solutions. We provide Hiring Solutions customers access to our platform which enables them to post job openings or deliver a fixed number of monthly messages to our network of medical professionals. We offer Workflow Solutions customers access to telehealth tools, on-call scheduling, and our Clinical AI writingSuite, assistantincluding Dialer, Scribe and Ask (formerly DoxGPT), during the subscription period. Hiring and Workflow Solutions contracts are noncancelable and customers are billed in annual, quarterly, or monthly installments in advance of the service period, and revenue is recognized ratably over the contractual term.

We also generate revenue from temporary and permanent medical recruiting services which we charge on an hourly-fee, and retainer and placement-fee basis, respectively. For the three and nine months ended DecemberJune 31,30, 20252026 and 2024,2025, the revenue from temporary and permanent medical recruiting services was not significant to our total revenue.

Cost of revenue is primarily comprised of expenses related to cloud hosting, personnel-related expenses for our customer success team, costs for third-party platform access, information technology, software costs, including generative AI platform usage and inference costs, amortization of acquired intangibles, and other services used in connection with the delivery and support of our platform. Our cost of revenue also includes the amortization of internal-use software development costs, editorial and other content-related expenses, and allocated overhead. Cost of revenue is driven by the growth of our member network and utilization of our workflow tools. We intend to continue to invest additional resources in our cloud infrastructureinfrastructure, AI initiatives, and our customer support organizations to support the growth of our business.

Gross profit is total revenue less total cost of revenue. Gross margin is gross profit expressed as a percentage of total revenue. Gross profit and gross margin has been and will continue to be affected by a number of factors, including the timing of our acquisition of new customers and sales of additional solutions to existing customers, the timing and extent of our investments in our operations, cloud hosting costs, growth in our customer success team, AI and related efforts, the timing of internal-use software development costs amortization.amortization, Weand expect our gross margin to remain relatively steady over the near term, although our quarterly gross margin is expected to fluctuate from period to period depending on the interplayamortization of theseacquired and other factors.intangibles.

Research and development expense is primarily comprised of personnel-related expenses associated with our engineering and product teams who are responsible for building new products and improving existing products. Research and development expense also includes costs for information technology, software-related costs, including generative AI platform usage and inference costs, contractors, third-party services, amortization of acquired intangibles, and allocated overhead. Other than internal-use software development costs that qualify for capitalization, research and development costs are expensed as incurred. We expect research and development expenses will increase on an absolute dollar basis as we continue to grow our platform and product offerings.

Sales and marketing expense is primarily comprised of personnel-related expenses, sales incentive compensation, advertising costs, travel, and other event expenses. Sales and marketing expense also includes costs for information technology, software-related costs, contractors, third-party services, allocated overhead, intangible assets amortization, and change in fair value of contingent earn-out consideration liability. We capitalize sales incentive compensation that is considered to be an incremental and recoverable cost of obtaining a contract with a customer. These sales incentive compensation costs are amortized over the period of benefit. We expect sales and marketing expense to increase and to be our largest expense on an absolute basis.

General and administrative expense is primarily comprised of personnel-related expenses associated with our executive, finance, legal, human resources, information technology, and facilities employees. General and administrative expense includes fees for third-party legal and accounting services, insurance expense,insurance, information technology, software-related costs, and allocated overhead. We expect that general and administrative expense will increase on an absolute dollar basis as we incur compliance costs associated with being a publicly-traded company, including legal, audit, and consulting fees.

Provision for income taxes consists primarily of income taxes in U.S. federal, state, and local jurisdictions in which we conduct business. We continue to maintain a valuation allowance related to specific net deferred tax assets where it is not more likely than not that the deferred tax assets will be realized, which includes Arizona research and development credits and capital loss carryforwards. We calculate income taxes in interim periods by applying an estimated annual effective tax rate to income before income taxes and by calculating the tax effect of discrete items recognized during the period. Our effective income tax rate generally differs from the U.S. statutory tax rate of 21.0% primarily due to stock-based compensation relatedexcess tax benefits,deficiencies from equity awards, which are subject to limitations for certain executive officers under IRC section 162(m), and federal and state research and development tax credits.

_______________ (1)CostsCost of revenue and operating expenses include stock-based compensation expense as follows:

Comparison of the three and nine months ended DecemberJune 31,30, 20252026 and 2024.2025.

Revenue for the three months ended DecemberJune 31,30, 20252026 increased $16.5$10.7 million as compared to the same period in 2024.2025. The increase was primarily driven by a $13.1$8.4 million increase in subscription revenue. Of the increase in subscription revenue, $7.1 million was driven by the addition of new subscription customers1customers3 and $6.0$1.3 million was due to the expansion of existing customers. The expansion of existing customers was primarily driven by average revenue per existing Marketing Solutions customers increasing by approximately 7%3% as a result of adding new and growing existing brands and service lines. Approximately 95%93% of our revenue for the three months ended DecemberJune 31,30, 20252026 was derived from subscription customers. The majority of the remainder of the increase was driven by an increase in our temporary staffing and permanent placement revenue.

Cost of revenue for the three and nine months ended DecemberJune 31,30, 20252026 increased $4.5 million and $9.5$7.9 million as compared to the same periodsperiod in 2024.2025. The increase was primarily driven by increasesa $4.9 million increase in hosting and software costs,costs personnel,and a $1.5 million increase related to amortization of an acquired intangible and internally-developed software. Both increases were incurred to support our AI initiatives. The remaining increases were due to personnel and other costs to support revenue growth.

The grossGross margin for the three and nine months ended DecemberJune 31,30, 20252026 remaineddecreased consistent4% as compared to the same period in 2024.2025, primarily due to the increased cost of revenue incurred to support our AI initiatives.

Research and development expense for the three months ended DecemberJune 31,30, 20252026 increased $12.2$11.7 million as compared to the same period in 2024.2025. The increase was primarily driven by a $9.7$9.6 million increase in stock-based compensation as a result of new service-based as well as performance-based awards granted to new hires and existing employees, a $1.1$1.5 million increase in personnel costs due to merit increases and increases in average headcount, and a $0.8$1.1 million increase in third-partyhosting contractorand software costs. These increases were partially offset by a $1 million increase in capitalization of internally-developed software costs.

Sales and marketing expense for the three months ended DecemberJune 31,30, 20252026 increased $3.7$8.7 million as compared to the same period in 2024,2025, primarily driven by $3.4a $4.7 million increase in stock-based compensation as a result of new awards granted to new hires and existing employees, anda $1.3$1.8 million increase in marketing activities.activities, and a $1.8 million increase in personnel costs driven by merit increases and incentive compensation.

General and administrative expense for the three months ended DecemberJune 31,30, 20252026 increased $4.1$3.3 million as compared to the same period in 2024,2025, primarily driven by $3.2a $2.2 million increase in legal expenses,expenses and $1.5a $1.1 million increase in stock-based compensation as a result of new service-based as well as performance-based awards granted to new hires and existing employees.

Other income, net for the three months ended DecemberJune 31,30, 20252026 decreased $1.0$2.9 million as compared to the same period in 2024,2025, primarily driven by decreasesa decrease in interest income due to lower yields earned on our cash equivalents and marketable securities portfolio,portfolio partially offsetand by a higherlower average portfolio balance.

Income tax expense for the ninethree months ended DecemberJune 31,30, 20252026 decreasedincreased $3.5$5.2 million as compared to the same period in 2024,2025. This increase was primarily driven by increasedreduced tax deductions from stock award activities and lower research and development tax credits, partially offset in part by higherlower income before taxes.

Since inception, we have financed operations primarily through proceeds received from sales of equity securities and payments received from our customers. As of DecemberJune 31,30, 2025,2026, our principal sources of liquidity were cash and cash equivalents and marketable securities of $735.1$687.8 million. Our marketable securities consist of U.S. government and agency securities, corporate notes and bonds, and commercial paper.

On May 1, 20242024, the Company’s board of directors authorized a program to repurchase up to $500 million of the Company’s Class A common stock with no expiration date. As of December 31, 2025, theThe Company repurchased and retired 8,648,14511,591,950 shares of Class A common stock under this programprogram, forwhich anwas aggregatecompleted purchasein pricethe fourth quarter of $417.0fiscal millionyear and $83.0 million remained available and authorized for repurchase.2026.

Effective January 1, 2023, the Company’s share repurchases in excess of allowable share issuances are subject to a 1% excise tax as a result of the Inflation Reduction Act of 2022. AsThe of December 31, 2025, the Company hadCompany’s accrued excise taxes ofwere $1.7$3.0 million and nil$2.3 million as of June 30, 2026 and March 31, 2025.2026, respectively.

Cash provided by operating activities was $216.9$42.0 million for the ninethree months ended DecemberJune 31,30, 2025.2026. This consisted of net income of $176.9$24.3 million, adjusted for non-cash items of $99.5$44.8 million and a net outflow from operating assets and liabilities of $59.5$27.1 million. Non-cash items primarily consisted of stock-based compensation expense of $84.9$36.8 million, depreciation and amortization expense of $10.3$4.3 million, and amortization of deferred contract costs of $9.3 million, and non-cash lease expense of $1.4$4.3 million, partially offset by the accretion of discount on marketable securities of $6.5$0.6 million. The net outflow from operating assets and liabilities was driven by a $48.1 million decrease in deferred revenue due to the timing of customer billings and program launches, a $28.6$33.3 million increase in accounts receivable due to the timing of billings and collections, a $11.3$2.6 million increase in deferred contract costs, $9.4 million increase in prepaid expenses and other assets primarily due to prepaid taxes, and a $1.7$2.4 million decrease in operating lease liabilities. The outflows were partially offset by a $39.5 million increase in accounts payable, accrued expenses, and other liabilities due to timing of payments. The outflows were partially offset by a $9.1 million decrease in prepaid expenses and other assets primarily due to prepaid taxes and a $2.6 million increase in deferred revenue due to the timing of customer billings and program launches.

Cash provided by operating activities was $174.8$62.1 million for the ninethree months ended DecemberJune 31,30, 2024.2025. This consisted of net income of $160.7$53.3 million, adjusted for non-cash items of $66.1$26.1 million and a net outflow from operating assets and liabilities of $52.1$17.3 million. Non-cash items primarily consisted of stock-based compensation expense of $54.3$21.9 million, depreciation and amortization expense of $7.8$2.8 million, amortization of deferred contract costs of $6.5 million, impairment of long-lived assets of $2.3 million, deferred income taxes of $2.2$3.9 million, and non-cash lease expense of $1.4$0.5 million, partially offset by the accretion of discount on marketable securities of $8.7$2.5 million. The net outflow from operating assets and liabilities was driven by a $36.5$13.4 million increase in accounts receivable due to the timing of billings and collections, a $30.1$4.2 million increase in prepaid expenses and other assets primarily due to prepaid taxes, a $2.0 million increase in deferred contract costs, and a $0.6 million decrease in operating lease liabilities. The outflows were partially offset by a $3.0 million increase in deferred revenue due to the timing of customer billings and program launches, and a $9.1 million increase in deferred contract costs. The outflows were partially offset by a $21.3 million decrease in prepaid expenses and other assets primarily due to prepaid taxes and a $3.9 million increase in accounts payable, accrued expenses, and other liabilities. During the nine months ended December 31, 2024, the Company made $35.8 million in payments for taxes. The increase in cash paid for income taxes in this period, as compared to prior years, was partially related to the Tax Cuts and Jobs Act of 2017, which eliminated the option to deduct research and development expenditures and required taxpayers to capitalize and amortize them over five or fifteen years.launches.

Net cash provided by (used in) investing activities

Cash provided by investing activities was $9.2$113.0 million for the ninethree months ended DecemberJune 31,30, 2025,2026, which primarily consisted of proceeds from the maturities of marketable securities of $413.2$126.1 million and the sales of marketable securities of $10.4$4.0 million, partially offset by $381.1$14.7 million of marketable securities purchases, $26.5 million cash paid for acquisition,purchases and $6.6$2.3 million for internal-use software development costs.

Cash usedprovided inby investing activities was $4.8$2.7 million for the ninethree months ended DecemberJune 31,30, 2024,2025, which primarily consisted of $531.8 million of marketable securities purchases and $5.0 million for internal-use software development costs, partially offset by proceeds from the maturities of marketable securities of $517.2$144.6 millionmillion, andpartially $14.8offset by $139.9 million of proceeds from the sale of marketable securities.securities purchases and $2.0 million for internal-use software development costs.

Cash used in financing activities was $370.9$100.6 million for the ninethree months ended DecemberJune 31,30, 2025,2026, which primarily consisted of common stock repurchases of $341.1$91.6 million, $33.4$7.0 million of taxes paid related to the net share settlement of equity awards, and $5.2$5.0 million of payments for contingent consideration related to the AMiON acquisition. These payments were partially offset by $7.0$3.1 million of proceeds from the exercise of stock options and common stock warrants and $1.8 million of proceeds from the issuance of common stock in connection with the employee stock purchase plan.warrants.

Cash used in financing activities was $101.5$137.1 million for the ninethree months ended DecemberJune 31,30, 2024,2025, which primarily consisted of common stock repurchases of $93.5$122.4 million, $5.5$5.2 million of payments for contingent consideration related to the AMiON acquisition, and $16.3$11.9 million of taxes paid related to the net share settlement of equity awards. These payments were partially offset by $13.9$2.4 million of proceeds from the exercise of stock options and common stock warrants.

There have been no material changes to our critical accounting policies and estimates during the three and nine months ended DecemberJune 31,30, 20252026 as compared to those described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report on Form 10-K for the fiscal year ended March 31, 20252026 and filed with the SEC on May 20,19, 2025.2026.