GEN 10-K & 10-Q changes, risk factors and insider trading
Gen Digital Inc. (also GENVR) · Nasdaq · Services-Prepackaged Software · CIK 849399 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Issues in the development and deployment of AI, including generative AI and emerging AI-enabled cyber threats, could expose us to regulatory, privacy, IP, cybersecurity, operational and reputational risks.”
New heading “If loans made by our lending subsidiaries in our consumer lending business are found to violate applicable federal or state interest rate limits or other provisions of applicable consumer lending, consumer protection or other laws, it could adversely affect our business, financial condition, results of operations and cash flows.”
New heading “Our substantial indebtedness and related debt obligations could limit our financial and operating flexibility and increase our vulnerability to adverse business and economic conditions.”
Removed heading “Issues in the development and deployment of artificial intelligence (“AI”) may result in reputational harm and legal liability and could adversely affect our results of operations.”
Removed heading “The regulatory regime governing blockchain technologies and digital assets is uncertain, and new laws, regulations or policies may alter our business practices with respect to digital assets.”
Removed heading “States may require that we obtain licenses that apply to blockchain technologies and digital assets.”
Removed heading “There are risks associated with our outstanding and future indebtedness that could adversely affect our financial condition.”
Removed heading “Hedging or other mitigation actions to mitigate against interest rate exposure may adversely affect our earnings, limit our gains or result in losses, which could adversely affect cash available for distributions.”
Largest changes
U.S. federal regulators, state attorneys general or other state enforcement authorities and other governmental agencies have in the past and may in the future take formal or informal actionssee in full comparisonagainagainstinus, which and could cause reputational and financial harm to our business, financial condition, results of operations and cash flows. These formal and informal actions may involve inquiries, subpoenas, exams, pending investigations, enforcement matters and litigation by state and federal regulators, cease and desist orders, fines, civil penalties, criminal penalties or other disciplinary action or force us to adopt new compliance programs or policies, remove personnel including senior executives, provide remediation or refunds to customers, or undertake other changes to our business operations, such as limits or prohibitions of our ability to offer certain products and services, or suspension or revocation of one or more of our licenses. Any weaknesses in our compliance management system may also subject us to penalties or enforcement action by theCFPB.CFPB or state regulators. We have in the past, and may again in the future, enter into settlements, consent decrees and similar arrangements with the FTC, the CFPB, state attorneys generals and other state regulators, and other sovereign regulators and competition authorities such as the United Kingdom’s Competition and Markets Authority (CMA). In addition, certain productsand offerswe offer, including loans or advance products facilitated through our platform, could be rendered void or unenforceable in whole or in part, which could adversely affect our business, financial condition, results of operations and cash flows. If we fail to manage our legal and regulatory risk in the jurisdictions in which we operate, our business could suffer, our reputation could be harmed and we would be subject to additional legal and regulatory risks. This could, in turn, increase the size and number of claims and damages asserted against us and/or subject us to regulatory investigations, enforcement actions or other proceedings, or lead to increased regulatory concerns. We may also be required to spend additional time and resources on remedial measures and conducting inquiries, beyond those already initiated and ongoing, which could have an adverse effect on our business. Additionally, the highly regulated environment in which our third-party financial institution partners operate may subject us to regulation, which could have an adverse effect on our business, financial condition, results of operations and cash flows. We rely on bank partners, payment processors and other institutions with licensures we do not have to facilitate offerings.
“Foreign, federal, state and local regulators revisit and update their laws and policies on blockchain technologies and digital assets and can be expected to continue to do so in the future. Regulatory or enforcement action in this area have been common. …”see in full comparison
“In particular, the regulatory landscape regarding earned wage access products (including our Instacash product) is uncertain and evolving given rapid growth in the use of such products in recent years. …”see in full comparison
see in full comparisonWeFromare,time to time, we are involved in litigation, investigations, examinations andmay in the future become, subject to litigation, claims, examinations, investigations,other legalandor administrativecasesproceedingsand proceedings, whether civil or criminal, or lawsuitsinitiated by governmental agencies or privateparties,parties.whichThese matters mayaffectinvolve,ouramongbusiness,otherfinancial condition, results of operations and cash flows. These claims, lawsuits and proceedings could involvethings, labor and employment, discrimination and harassment, commercial disputes, class actions, generalcontract,contracttort,and tort claims, defamation, data privacy rights, antitrust,common lawfraud,government regulation, compliance, alleged federal and statesecuritiesand(including “blue sky”lawlaws)violationsviolations,orconsumerotherprotectioninvestor claimslaws, and othermatters.regulatoryFororacompliancediscussionissues. Such matters may adversely affect our business, financial condition, results ofspecificoperationslegalandproceedingscashto which we are currently subject.flows. Refer to Note 18 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
see in full comparisonWe have in the past, and continue to be, subject to inquiries, subpoenas, exams, pending investigations, enforcement matters and litigation by state and federal regulators, the outcomes of which are uncertain and could cause reputational and financial harm to our business, financial condition, results of operations and cash flows.For a discussion of specific legal and regulatory proceedings, inquiries and investigations to which we are currently subject, see Note 18 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
Techniques used to obtain unauthorized access or to sabotage systems change frequently, are constantly evolving and generally are difficult to recognize and react to effectively, and are increasingly becoming more sophisticated and harder to detect due to the use of “deepfakes”, voice imitation technology and other AI tools. Despite our efforts, we are not always able to anticipate these techniques or to implement adequate or timely preventive or reactive measures.see in full comparisonOur brandsWe andtheirour third-party service providersfrom time to timehave experienced and mayin the futurecontinue to experience suchinstances,incidents,andparticularly as wemay experience heightened risks of cyberattacks and other security breaches or disruptions as a result of the ongoing unification efforts tointegratecertainlegacy IT infrastructure andsystems of MALKA and Even Financial Inc. (now Engine by MoneyLion).systems. Threat actors have previously and could in the future exploit a new vulnerability before we complete our remediation work or identify a vulnerability that we did not effectively remediate. If that happens, there could be unauthorized access to, or acquisition of, data we maintain, and damage to our systems.InOuraddition, our internalevolving ITenvironmentenvironment,continuesincludingto evolve. We embraceembracing new ways of sharing data and communicatinginternallyandwithincreasingpartnersourand customers using methods such as social networking and other consumer-oriented technologies. The increasinginternal use of GenAI models in our internal systems whichAI, maycreateintroduce new attackmethodsvectors,forandadversaries. Our businessour policies andinternal securitycontrols may not keep pace withthese changes as newemerging threatsemerge,ornewregulatorycybersecurity regulations emerge in jurisdictions worldwide.requirements.
Full comparison: every changed paragraph (146)
A description of the risk factors associated with our business is set forth below and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Legal Proceedings,” and “Quantitative and Qualitative Disclosures About Market Risk.Risk” and “Controls and Procedures.” The list is not exhaustive, and you should carefully consider these risks and uncertainties before investing in our common stock.
If we are unable to develop new and enhanced solutions,solutions and products, or if we are unable to continually improve the performance, features, and reliability of our existing solutions,solutions and products, our business and operating results could be adversely affected.
Our future success depends on our ability to effectively respond to evolving threatsconsumer tothreats, consumers,technological as well asadvancements, competitive technological developments and industry changes, by developing or introducing new and enhanced solutions and products on a timely basis. In the past, weWe have incurred, and will continue to incur, significant research and development expensesexpenses, asincluding weinvestments focusin onAI, to drive organic growth throughand internalreduce innovation.reliance on third-party technologies. If these investments do not produce the anticipated benefits, or if such benefits are delayed, our operating results could be adversely affected.
We must continually address the challenges of dynamic and accelerating market trends and competitive developments. The development and integration of new technologies — including generative AI (“Gen AI”) and machine learning — is complex, time-consuming, and subject to significant risks. New technologies may contain errors, vulnerabilities, or unintended outputs, including incorrect or biased results, that are not easily detectable, which could lead to customer dissatisfaction, reputational harm, litigation, or increased regulatory scrutiny. Customers may also demand features or capabilities that our current solutions do not offer, and failure to innovate in a timely and cost-effective manner could impair our ability to retain existing customers and attract new customers.
We believe that we must continue to dedicate significant resources to our research and development efforts to deliver innovative market competitive products and avoid being reliant on third-party technology and products. If we do not achieve the benefits anticipated from these research and development investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected. We must continually address the challenges of dynamic and accelerating market trends and competitive developments. Customers may require features and capabilities that our current solutions do not have. Our failure to develop new solutions and improve our existing solutions to satisfy customer preferences and effectively compete with other market offerings in a timely and cost-effective manner may harm our ability to retain our customers and attract new customers. For example, the process of developing and integrating new technologies, including generative artificial intelligence (“Gen AI”) and machine learning models, is complex, time-consuming and may cause errors or inadequacies that are not easily detectable. As we integrate more Gen AI technology into our platform to improve the experience of our users and meet the demands of our customers, it may result in unintentional or unexpected outputs that are incorrect or biased and cause customer dissatisfaction or subject us to lawsuits, reputational harm and increased regulatory scrutiny.
In addition, third parties, including, but not limited to, operating systems and internet browser companies, have in the past and may in the future limit the interoperability of our solutions with their own products and services, in some casesincluding to promote theircompeting ownofferings. offerings or those of our competitors. Any suchSuch actions by third parties could delay the development ofof, ourimpair solutionsthe andfunctionality productsof, or ourreduce solutions and products may be unable to operate effectively. This could also result in decreasedthe demand for our solutions and products, which could result in decreased revenue, harm to our reputation, and adverselyadverse affecteffects on our business, financial condition, results of operations, and cash flows.
If we arefail notto successful in managingmanage these risks and challenges,effectively, or if our new or improved solutions or products are not technologically competitive or do not achieve market acceptance, our business and operating results could be adversely affected.
We operate in intensely competitive and dynamic markets thatcharacterized experience frequent andby rapid technological developments, changes inevolving industry and regulatory standards,standards evolvingand market trends, changes inchanging customer requirements and preferences, and frequent new product introductions and improvements. We have experienced, and expect to continue to experience, significant competitive pressures. If we are unable to anticipate or reactrespond effectively to these continually evolving conditions, we could experience a loss oflose market shareshare, experience pricing pressure, and aincur reduction in ourreduced revenues, which could materially and adversely affect our businessbusiness, financial condition, results of operations, and financialcash results. To compete successfully, we must maintain an innovative research and development effort to develop new solutions and products and enhance our existing solutions and products, and effectively adapt to changes in the technology, financial technology, privacy and data protection standards or trends.flows.
To compete successfully, we must maintain a robust and innovative research and development effort, enhance our existing solutions and products, introduce new offerings on a timely basis, and effectively adapt to changes in the technology, financial technology, AI, privacy and data protection standards and trends.
Our cyber safety and financial wellness businesses compete with a broad range of companies, including established security software vendors, operating system and platform providers, companies who specialize in a niche segment of the cyber safety market and which are expanding their portfolios into competing cyber safety products, traditional banks and credit unions, licensed and non-bank digital financial service providers, specialty finance companies, digital wealth management and brokerage platforms, embedded finance providers, financial marketplaces, and other technology companies. Many of these competitors have longer operating histories, greater brand recognition, larger customer bases, and significantly greater financial, technical, and marketing resources than we do. They may be able to offer more competitive pricing or terms, bundle products more effectively, introduce new, enhanced, broader or more specialized offerings more quickly (including for free), or respond more rapidly to technological and consumer trends. We expect our competition to continue to increase, as there are generally no substantial barriers to entry into the markets we serve.
In addition, operating system and platform providers increasingly incorporate native security, privacy, and financial features into their products, often at no additional cost, which may reduce demand for our offerings or diminish their differentiation. We also depend on strategic distribution and bundling relationships, and partners have in the past replaced, and may in the future replace, our solutions with competing or internally developed offerings, promote competing products more favorably, or limit interoperability. Industry consolidation, vertical integration, and the introduction of new or alternative technologies may further intensify competition.
We face competition from a broad range of companies, including software vendors focusing on cyber safety solutions such as Bitdefender, Kaspersky, McAfee and Trend Micro, operating system providers such as Apple, Google and Microsoft, and companies such as Nord, Life360, LastPass and others that currently specialize in one or a few particular segments of the market and many of which are expanding their product portfolios into different segments. We also face growing competition from other technology companies, as well as from companies in the identity threat protection space such as credit bureaus. Further, many of our competitors are increasingly developing and incorporating into their products data protection software and other competing cyber safety products, such as antivirus protection or VPN, often free of charge, that compete with our offerings. Our competitive position could be adversely affected by the functionality incorporated into these products rendering our existing solutions obsolete and therefore causing us to fail to meet customer expectations.
For our MoneyLion business, we face competition from a broad range of companies across our business lines, including traditional banks and credit unions; new entrants obtaining banking licenses; non-bank digital providers offering banking-related services; specialty finance and other non-bank digital providers offering consumer lending-related or earned wage access products; digital wealth management platforms such as robo-advisors offering consumer investment services and other brokerage-related services; and digital financial platform, embedded finance and marketplace competitors, which aggregate and connect consumers to financial product and service offerings. We also compete with advertising agencies and other service providers to attract marketing budget spending from our Enterprise clients. We expect our competition to continue to increase, as there are generally no substantial barriers to entry to the markets we serve.
Some of our current and potential competitors have longer operating histories, particularly with respect to financial services products similar to ours, significantly greater resources and a larger customer base than we do. This allows them, among other things, to potentially offer more competitive pricing or other terms or features, a broader range of financial or other products or a more specialized set of specific products or services, as well as respond more quickly than we can to new or emerging technologies and changes in consumer preferences.
In addition, the introduction of new products or services by existing or future competitors, and/or market acceptance of products or services based on emerging or alternative technologies, could make it easier for other products or services to compete with our solutions and reduce our market share in the future. Further consolidation among our competitors and within our industry or, in addition to other changes in the competitive environment, such as greater vertical integration from key computing and operating system suppliers could result in larger competitors that compete more frequently with us.
Specifically, in addition to competing with cyber safety vendors directly for sales to end-users of our solutions, we compete with them for the opportunity to have our solutions bundled with the offerings of our strategic partners, such as computer hardware OEMs, internet service providers, operating systems and telecom service providers. Our competitors could gain market share from us if any of these strategic partners replace our solutions with those of our competitors or with their own solutions or promote our competitors’ solutions or their own solutions more frequently or more favorably than our solutions. In addition, software vendors who have bundled our solutions with theirs may choose to bundle their solutions with their own or other vendors’ solutions or may limit our access to standard interfaces and inhibit our ability to develop solutions for their platform. Further product development by these vendors could cause our solutions to become redundant, which could significantly impact our sales and operating results.
Issues in the development and deployment of AI, including generative AI and emerging AI-enabled cyber threats, could expose us to regulatory, privacy, IP, cybersecurity, operational and reputational risks.
We have incorporated, and are continuing to develop and deploy, AI, including Gen AI, into many of our products, solutions and services. AI systems, including AI internally developed and AI present in third party solutions, may be flawed, contain errors or vulnerabilities, reflect unintended bias, or produce inaccurate, misleading or “hallucinatory” outputs, and such deficiencies may not be easily detectable. Customers may rely on AI-generated outputs in making financial, security or other significant decisions. If AI-enabled features in our products produce incorrect, incomplete or biased outputs, we could face claims of misrepresentation, negligence, product liability or other legal theories, as well as customer dissatisfaction, reputational harm and loss of business. Furthermore, we may face allegations of misrepresentations or “AI washing” if our disclosures about our AI capabilities or our AI-related governance are deemed to be exaggerated or misleading, which could result in enforcement actions, litigation or reputational harm.
Issues in the development and deployment of artificial intelligence (“AI”) may result in reputational harm and legal liability and could adversely affect our results of operations.
We have incorporated, and are continuing to develop and deploy, AI, including Gen AI, into many of our products, solutions and services. AI presents challenges and risks that could affect our products, solutions and services, and therefore our business. For example, AI algorithms may be flawed, insufficient, of poor quality, reflect unwanted forms of bias, or contain other errors or inadequacies, any of which may not be easily detectable; AI has been known to produce false or “hallucinatory” inferences or outputs; AI can present ethical issues and may subject us to new or heightened legal, regulatory, ethical, or other challenges, including issues relating to discrimination, intellectual property infringement or misappropriation, violation of rights of publicity, inability to assert ownership of inventions and works of authorship, loss of trade secrets, defamation, data privacyprivacy, and cybersecurity; and inappropriate or controversial data practices by third-party partners, developers and end-users, or other factors adversely affecting public opinion of AI, could impair the acceptance of AI solutions, including those incorporated in our products and services. If the AI solutions that we create or use are deficient, inaccurate or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results.
In addition, regulation of Gen AI is rapidly evolving worldwide as legislators and regulators are increasingly focused on these powerful emerging technologies. The technologies underlying Gen AI and its uses are currently subject to a variety of laws and regulations, including intellectual property, privacy, data protection and information security, consumer protection, competition, and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws and regulations. Gen AI is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their platform moderation, cybersecurity, and data protection laws and regulations to Gen AI or are considering general legal frameworks for Gen AI. For example, the EU AI Act, which came into force on August 1, 2024, will generally become fully applicable after a two-year transitional period, with certain obligations taking effect at an earlier or later time. The EU AI Act introduces various requirements for AI systems and models placed on the market or put into service in the EU, including specific transparency and other requirements for general purpose AI systems and the models on which they are based. In addition, several U.S. statesstates, aresuch consideringas enactingCalifornia and Colorado, have proposed or have already enacted regulationslaws concerningregarding automated decision‑making, deepfakes, algorithmic discrimination and so called “high‑risk” AI technologies (mandating, among other provisions, requirements for risk management, impact assessments, consumer notices and human oversight). At the federal level, a December 2025 executive order endorsed a federal moratorium on enforcement of state AI laws and the White House released in March 2026 a National Policy Framework for Artificial Intelligence, outlining nonbinding legislative recommendations to inform congressional consideration of a unified federal approach to AI regulation. Ongoing tension between the states and the federal government over how best to regulate AI may result in increased uncertainty, risk and compliance costs for our business. If we cannot use AI, or if our use of AI technologies.is Atrestricted, theit federalcould andlead stateto level,business theredisruption, haveinefficiency, beenor variouscompetitive proposalsdisadvantage. (andReplacement inof somethese casestechnologies lawswith enacted)compliant addressingalternatives “deepfakes”could andrequire othersubstantial AI-generatedcapital syntheticexpenditures media.or lead to a loss of proprietary data.
Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of AI.AI, including the increased use of agentic AI and the heightened risk it poses to data privacy and cybersecurity. The rapid evolution of AI, including potential government regulation of AI, requires us to invest significant resources to develop, test, and maintain AI in our products and services in a manner that meets evolving requirements and expectations and we may need to expend resources to adjust our offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions. Developing, testing, and deploying AI systems may also increase the cost profile of our offerings due to the nature of the computing costs involved in such systems.
As part of our business strategy, we may acquire or divest businesses or assets. For example, in 2019, we completedacquired the sale of certain of our enterprise security assets to Broadcom Inc. (the Broadcom sale), in January 2021, we completed the acquisition of Avira, in September 2022, we completed the acquisition of Avast, andMoneyLion in April 2025, we completed the acquisition of MoneyLion.2025. Our acquisition and divestiture activities have and may continue to involve a number of risks and challenges, including:
•Difficulty entering into or expanding ininto new markets or geographies;
Our revenue and operating results depend significantly on our ability to retain our existing customers and expandincrease salestheir toadoption them,of our offerings, convert existing non-paying customers to paying customerscustomers, and add new customers.
It is important to our cyber and financial technology businesses that we retain existing customers and that our customers expand their use of our solutions and products over time. If our efforts to sell additional functionality, products and services to our customers and clients are not successful, our business and growth prospects would suffer. Customers may choose not to renew their membership with us at any time and may stop utilizing our productsrevenue-generating that generate us revenue from transaction, interchange or transfer fees, among others.products. For our solutions sold to customers on a monthly or annual subscription basis, renewing customers may require additional incentives to renew, may not renew for the same contract period, or may change their subscriptions. We therefore may be unable to retain our existing customers on the same or more profitable terms, if at all. In addition, we may not be able to accurately predict or anticipate future trends in customer retention or effectively respond to such trends.
•Our customers’ levels of satisfaction or dissatisfaction with our solutions andsolutions, the value they place on our solutions and availability of our solutions;
An important part of our growth strategy involves continued investment in direct marketing efforts, indirect partner distribution channels, expanding enterprise partner relationships, freemium channels, our sales force, and infrastructure to add new customers. The number and rate at which new customers purchase our products and services depends on a number of factors, including those outside of our control, such as customers’ perceived need for our solutions and products, competition, general economic conditions, market transitions, product obsolescence, technological change, public awareness of security threats to IT systems, macroeconomic conditions, and other factors. New customers, if any, may subscribe or renew their subscriptions, or utilize our products and solutions, at lower rates than we have experienced in the past, introducing uncertainty about their economic attractiveness and potentially impacting our financial results.
The intense competition weand face, in addition toevolving general and economic business conditions (including rising government debt levels, potential government policy shifts, changing U.S. consumer spending patterns, economic volatility, bank failures, fluctuating tariff rates, trade wars, and high inflation and interest rates, among other things), may put pressure onrequire us to change our pricing practices. In particular, the ongoing global conflicts could amplify disruptions to the financial and credit markets, increase risks of an information security or operational technology incident, cause cost fluctuations to us or third parties upon which we rely and increase costs to ensure compliance with global and local laws and regulations.
If our competitors offer deep discounts on certain solutions, provide offerings, or offer free introductory products that compete with ours, we may experience pricing pressure and may be unable to retain current customers and clients or attract new customers and clients at consistent prices within our operating budget. OrTo compete effectively, we may need to lower prices, offer promotional or freemium products, or otherwise change our pricing models. Conversely, if we increase prices orin offer similar free introductory productsresponse to compete successfully. Similarly, if external factors, such as economic conditions, marketcost trends,pressures or businessstrategic combinationsconsiderations, requirewe usmay toexperience raisereduced ourcustomer prices, our ability to acquire new customersacquisition and retain existing customers may be diminished.retention. Any such pricing changes maycould reduce revenue andrevenue, margins and could adversely affect our financial results.profitability.
Additionally, our solutions are discretionary purchases, and customers may reduce or eliminate their discretionary spending during periods of economic uncertainty, inflation, elevated interest rates, trade disruptions or other macroeconomic stress. We have experienced and may continue to experience a material increase in cancellations by customers or reduced retention during such periods.
Additionally, changes in the macroeconomic environment have previously and may continue to affect our business. Our solutions are discretionary purchases, and customers may reduce or eliminate their discretionary spending on our solutions during a difficult macroeconomic environment. We may experience a material increase in cancellations by customers or a material reduction in our retention rate in the future, especially in the event of a prolonged recession or a worsening of current conditions as a result of trade wars, fluctuating tariff rates, inflation, changes in interest rates, government shutdowns, political developments and unrest or other macroeconomic events. We may have to lower our prices or make other changes to our pricing model to address these dynamics, any of which could adversely affect our business and financial results.
Many of Avira’s and Avast’s users are freemium subscribers, meaning they do not pay for its basic services.services, Much ofand our anticipated growth instrategy connectionfor withtheir therespective Aviraproducts anddepends Avast acquisitions are attributable toupon attracting and converting Avira’s and Avast’s freemium users to a paid subscription option. Numerous factors, however, have previously and may continue to impede our ability to attract and retain free users, convert these users into paying customers and retain them as paying customers.
A significant portion of our revenue is generated through indirect sales and distribution channels, including distributors, resellers, telecom service providers and strategic partners that bundle or incorporate our products into their offerings. In our MoneyLion business specifically, we also depend on channel partners that provide access to consumers – such as news sites, content publishers, product comparison sites and financial institutions – and on product partners that offer financial products through our marketplace platform.
Our channel and partner agreements are generally nonexclusive, impose no minimum sales or marketing commitments and may be terminated or renegotiated at any time, potentially on less favorable terms. Many of our partners frequently offer competing products or services and may prioritize those offerings based on pricing, promotional support, incentives, economics or strategic considerations.
A portion of our revenues is derived from sales through indirect channels, including, but not limited to, distributors that sell our products to end-users and other resellers, and partners that incorporate our products into, or bundle our products with, their products. These channels involve risks, including:
•Our resellers, distributors and telecom service providers are generally not subject to minimum sales requirements or any obligation to market our solutions to their customers;
•Our reseller and distributor agreements are generally nonexclusive and may be terminated at any time without cause and our partners may terminate or renegotiate their arrangements with us and new terms may be less favorable due to competitive conditions in our markets and other factors;
•Our resellers and distributors may encounter issues or have violations of applicable law or regulatory requirements or otherwise cause damage to our reputation through their actions;
•Our resellers and distributors frequently market and distribute competing solutions and may, from time to time, place greater emphasis on the sale of competing solutions due to pricing, promotions and other terms offered by our competitors;
•Any consolidation of electronics retailers can increase their negotiating power with respect to software providers such as us and any decline in the number of physical retailers could decrease the channels of distribution for us;
•The consolidation of online sales through a small number of larger channels has been increasing, which could reduce the channels available for online distribution of our solutions; and
•Sales through our partners are subject to changes in general economic conditions, strategic direction, competitive risks, and other issues that could result in fewer sales, or cause our partners to suffer financial difficulty which could delay payments to us, affecting our operating results.
If we fail to manage our sales and distribution channels successfully, these channels may conflict with one another or otherwise fail to perform as we anticipate, which could reduce our sales and increase our expenses as well as weaken our competitive position.
InSales and revenues generated through indirect channels are subject to general economic conditions, competitive dynamics, changes in partner strategy and performance and partner financial health. For example, in our MoneyLion business, our success also depends in part on the delivery of qualified consumer lead inquiries and conversions to completed transactions for various financial products to Productproduct Partners.partners. However, the failure of our Enterprisemarketplace platform to effectively connect and match consumers from our Channelchannel Partnerspartners with product offerings from our Productproduct Partnerspartners in a manner that results in converted customers and increased revenue for such Productproduct Partnerspartners could cause Productproduct Partnerspartners to cease spending marketing funds on our Enterprisemarketplace platform, which could have a material adverse impact on our ability to maintain or increase our Enterprisemarketplace revenue. Any factorsreduction thatin limitpartner thesales amountefforts, thattermination of key relationships, delays in payment, adverse changes in commercial terms or other adverse channel developments could materially and adversely affect our Productrevenue, Partners are willing to,margins and do,operating spend on marketing or advertising with us could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, during challenging macroeconomic conditions, our Product Partners may tighten underwriting standards for certain of their products, which would result in fewer opportunities for us to generate revenue from matching consumers from our Channel Partners with them.results.
TheIn addition, the success of our business and our ability to engage and retain customers in our platform are dependent in part on our ability to produce or acquire popular content, which in turn depends on our ability to retain content creators and rights to content for our platform. We may in the future incur increasing revenue-sharing costs to compensate content creators for producing original content.
We have limited control over our partners’ business practices, and any misconduct, regulatory or legal noncompliance, financial distress, reputational harm or failure to perform involving a partner could negatively affect our brand, customer relationships and operations. If a partner fails to perform its obligations or comply with applicable requirements, our operations and financial results could be negatively impacted.
Consolidation among retailers, online platforms, financial institutions or other distribution intermediaries may increase their negotiating leverage, reduce available distribution channels for us and negatively affect pricing and margins. In our MoneyLion business, changes in product partners’ underwriting standards, marketing budgets, financial condition or strategic priorities could reduce the availability of financial products on our platform, decrease marketing and advertising revenue, delay payments or otherwise negatively affect our results.
AnyIn general, any changes in these relationships or loss of these partners or vendors, any failure of them to perform their obligations in a timely manner or at all or if they were to cease to provide such functions for any reason, could degrade the functionality of our platform, materially and adversely affect usage of our products and services, impose additional costs or requirements or disadvantage us compared to our competitors. We also rely on relationships with third-party partners to obtain and maintain customers, and our ability to acquire new customers could be materially harmed if we are unable to enter into or maintain these relationships on terms that are commercially reasonable to us, or at all.
Finally, if we fail to manage our sales and distribution channels successfully, these channels may conflict with one another or otherwise fail to perform as we anticipate, which could reduce our sales and increase our expenses as well as weaken our competitive position.
In the event that such a third party for any reason fails to comply with legal or regulatory requirements or otherwise to perform its functions properly, our ability to conduct our business and perform other operational functions for which we currently rely on such third party will suffer, and our business, financial condition, results of operations and cash flows may be negatively impacted.
Changes in industry structure and market conditions have and may continue to lead to charges related to discontinuance of certain of our products or businesses and asset impairments.
Our international operations involve risks that could increase our expenses, adversely affect our operating results and require increased time and attention of ourfrom management.
•Multiple and possibly overlapping tax regimes.regimes, which may increase our tax exposure and compliance burden.
In order toTo attract and retain personnel in a competitive marketplace,talent, we must provide competitive pay packages, including cash and equity-based compensation. Volatility in our stock price may adversely affect the perceived value of our equity compensation and limitations on shares reserved under our equity compensation plans could impair our efforts to attract, retain and motivate necessary personnel. Additionally, changes in immigration laws could impair our ability to attract and retain highly qualified employees. If we fail to attract, retain and motivate new or existing personnel, our business, results of operations and future growth prospects could suffer. Volatility in our stock price may from time to time adversely affect our ability to recruit or retain employees. In addition, we may not have an adequate number of shares reserved under our equity compensation plans, forcing us to reduce awards of equity-based compensation, which could impair our efforts to attract, retain and motivate necessary personnel. If we are unable to hire and retain qualified employees, or conversely, if we fail to manage employee performance or reduce staffing levels when required by market conditions, our business and operating results could be adversely affected.
We have experienced, and may in the future experience, departures of key personnel, including significant changes to our executive leadership team. The loss of any key employee or the failure to effectively manage succession planning and knowledge transfer could disrupt our operations, including adversely affecting the timeliness of product releases, delaying product development, impairing execution of strategic company initiatives, expending resources to train new hires, or adversely affecting our internal control over financial reporting and our results of operations. If we are unable to attract, retain, motivate and appropriately manage qualified employees, or adjust staffing levels in response to changing business conditions, our business, financial condition, results of operations and future growth prospects could be adversely affected.
Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution. From time to time, key personnel leave our company and the frequency and number of such departures have widely varied and have, in the past, resulted, and may in the future result in significant changes to our executive leadership team. The loss of any key employee could result in significant disruptions to our operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of company initiatives, our internal control over financial reporting and our results of operations. In addition, hiring, training and successfully integrating replacement personnel can be time consuming and expensive, may cause additional disruptions to our operations and may be unsuccessful, which could negatively impact future financial results.
Our decisions to provide many of our products and services to customers are based partly on information that they provide to us or authorize us to receive from third party sources. To the extent that these customers or third parties provide information to us in a manner that we are unable to verify,verify or if such information is incorrect or fraudulent, our decisioning process may not accurately reflect the associated risk. In addition, data provided by third-party sources, including consumer reporting agencies, is a component of our credit decisions and this data may contain inaccuracies. This may result in the inability to either approve otherwise qualified applicants or rejectedreject otherwise unqualified applicants through our platform or accurately analyze credit data, which may adversely impact our business and negatively impact our reputation.
Our solutions, systems, websites and the data on these sources have been in the past and may continue to be subject to cybersecurity events that could materially harm our reputation and future sales.
Information security risks in the financial technology services industry in particular are significant, in part because of new technologies, the useincreasing of the internet and telecommunications technologies (including mobile devices)digitalization to conduct financial and other business transactions and the increased sophistication and activities of organized criminals, perpetrators of fraud, hackers, terrorists and other malicious third parties. Recently, there have been a number of well-publicizedWell-publicized attacks or breaches affecting companies in the financial services industry, such as theincluding large-scale attacks by foreign nation state actors and a significant uptick in ransomware/extortion attacks at other companies, that have caused heightened concern by customers,customer and which may also intensify regulatory focus,scrutiny causeand concern, causing customers to lose trust in the security of the industry in general and resultresulting in reduced use of our services and increased costs, all of which could also have a material adverse effect on our business.
Management's Discussion & Analysis (MD&A)
New heading “Material contractual obligations”
Removed heading “Significant contractual obligations”
Largest changes
see in full comparison(1)As of March 28, 2025, our total outstanding principal amount of indebtedness is comprised of $5,905 million in Term Loans and $2,450 million in Senior Notes.See Note1012 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further cash flow informationaboutassociated with ourdebtrestructuringand debt covenants.activities.
•Operating income (loss) increasedsee in full comparison$500$510 million, primarily due to increased netrevenues,revenues described above and decreased legal costs related to ongoinglitigation,litigation.lowerThis is partially offset by an increase in marketing costs, payment processing fees, amortization of intangible assets andrestructuring costscompensation relatedto our acquisition of Avast.expenses.
As a global company, our results of operations and cash flows may be influenced by global macroeconomicsee in full comparisonconditions,conditionsincluding,and their impact on customer behavior. Global macroeconomic conditions include, but are not limited to, increasedtariffs,tariffs and an uncertain global trade environment, foreign currency exchange rate fluctuations, the impact of interest rate fluctuations, elevated inflation, ongoing and new geopolitical conflicts,includingtheunknownimpacts of current and future trade regulations, instability in the global banking sector,economicslowslowdowngrowth and recession risks, and changes in legislation or regulations and actions by regulators, including changes in enforcement and administrative policies, any of which may be difficult to predict and may persist for an extended period.
“In connection with the acquisition of Avast, our Board of Directors approved a restructuring plan (the September 2022 Plan) to realize cost savings and operational synergies, which became effective upon the close of the acquisition on September 12, 2022. We have incurred and expect to incur cash expenditures for severance and termination benefits, contract terminations, facilities closures, and the sale of underutilized facilities as well as stock-based compensation charges for accelerated equity awards for certain terminated employees. …”see in full comparison
“ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. In September 2025, the FASB issued new guidance to improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. …”see in full comparison
Full comparison: every changed paragraph (73)
Gen Digital Inc. is a global leader in consumer Cyber Safety and Trust-Based Solutions, empowering people around the world to live safer digital lives while building confidence and control over their financial futures. Through its trusted brands, including Norton, Avast, LifeLock and MoneyLion, Gen offers cybersecurity, online privacy, identity protection and financial wellness solutions to consumers worldwide.
Our Cyber Safety Platform includes our security, comprehensive suites, and privacy products, which deliver technology solutions and superior threat protection to help people navigate the digital world securely, privately and with confidence. Our Trust-Based Solutions includes our identity protection, restoration support services, digital reputation, and secure financial wellness, including our first-party MoneyLion products and our Engine marketplace offerings.
Gen is a global company powering Digital Freedom with a family of trusted brands including Norton, Avast, LifeLock, MoneyLion and more. Our core cyber safety portfolio provides protection across three key categories in multiple channels and geographies, including security and performance management, identity protection, and online privacy. We have built a technology platform that brings together software and service capabilities within these three categories into a comprehensive and easy-to-use integrated platform across our brands. We bring award-winning products and services in cybersecurity, covering security, privacy and identity protection to approximately 500 million users in more than 150 countries so they can live their digital lives safely, privately, and confidently today and for generations to come.
We completed the acquisition of MoneyLion on April 17, 2025. MoneyLion extends our identity solutions into offering comprehensive financial wellness through MoneyLion’s full-featured personal finance platform that includes credit building and financial management services. For more information on the MoneyLion acquisition, please see Note 19 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
We have a 52/53-week fiscal year ending on the Friday closest to March 31. Fiscal 2025,2026, 20242025 and 20232024 in this report refers to fiscal years ended April 3, 2026, March 28, 2025,2025 and March 29, 20242024, respectively. Fiscal 2026 consisted of 53 weeks, whereas fiscal years 2025 and March 31, 2023, respectively,2024 each consisted of which52 was a 52-week year.weeks.
•Net revenues increased $1,065 million, primarily due to higher sales in both our Cyber Safety Platform products and Trust-Based Solutions, including an increase of $823 million due to the acquisition of MoneyLion, and an increase of $87 million due to the favorable impact from the additional week in the first quarter of fiscal 2026.
•Net revenues increased $135 million, primarily due to higher sales in both our consumer security and identity and information protection products.
•Operating income (loss) increased $500$510 million, primarily due to increased net revenues,revenues described above and decreased legal costs related to ongoing litigation,litigation. lowerThis is partially offset by an increase in marketing costs, payment processing fees, amortization of intangible assets and restructuring costscompensation related to our acquisition of Avast.expenses.
•Net income (loss) increased $36$330 million and net income per share increased $0.08,$0.54, primarily due to increased operating income discussed above and decreased interest expense associated with our Term A and Term B facilities. This ispartially offset by thean absenceincrease of anin income tax benefit in the second quarter of fiscal 2024.expense.
•Cash, cash equivalents and restricted cash decreased by $595 million compared to March 28, 2025, primarily due to the cash consideration paid for our fiscal 2026 acquisitions including MoneyLion, principal payments of our Term A and B Facilities, repayment of our Term A Facility and share repurchases. This is partially offset by proceeds from the issuance of our Incremental Term Loan B and Extended Term Loan A and cash generated from operating activities during fiscal 2026.
•Cash and cash equivalents increased by $160 million compared to March 29, 2024, primarily due to cash generated from operating activities during fiscal 2025 and proceeds from the issuance of 6.25% Senior Notes. This is partially offset by repurchases of our common stock, cash interest paid, dividends paid to shareholders, repayment of 5.00% Senior Notes, voluntary prepayments of our Term B facility, and mandatory principal amortization payments of our Term A and B facility.
•During fiscal 2025,2026, we returned $955$1,091 million of capital back to shareholders and bondholders. This was achieved through the repurchase of 1125 million shares of our common stock, totaling $272$634 million. Additionally, we paid out a total of $313$312 million in quarterly dividends and carried out $370$145 million in net debt pay downs, including $30 million in voluntary prepayments applied exclusively to the Term B facility.downs.
•During fiscal 2025, we increased net Direct customers by 1.3 million, increased monthly Direct ARPU by $0.04 and increased our Direct retention rate by 1%.
As a global company, our results of operations and cash flows may be influenced by global macroeconomic conditions,conditions including,and their impact on customer behavior. Global macroeconomic conditions include, but are not limited to, increased tariffs,tariffs and an uncertain global trade environment, foreign currency exchange rate fluctuations, the impact of interest rate fluctuations, elevated inflation, ongoing and new geopolitical conflicts, including the unknown impacts of current and future trade regulations, instability in the global banking sector, economicslow slowdowngrowth and recession risks, and changes in legislation or regulations and actions by regulators, including changes in enforcement and administrative policies, any of which may be difficult to predict and may persist for an extended period.
Despite this,challenging global macroeconomic conditions and although we recognize that inflation and broader economic uncertainty can influence customer behavior, we are confident in the long-term overall health of our business, the strength of our product offerings and our ability to continue to execute on our strategy, including bringing award-winning products and services in cybersecurity and offering comprehensive financial wellness to our customers.
We continue to monitor the direct and indirect impacts of these global macroeconomic or other geopolitical factors. If the economic uncertainty continues, we may experience additional negative impacts on customer renewals, customer collections, sales and marketing efforts, customer deployments, product development, or other financial metrics. Additional broader implications of these events on our business, results of operations, and overall financial position still remain uncertain and could result in further adverse impacts to our reported results. For further discussion of the potential impacts of global macroeconomic conditions and geopolitical factors on our business, please see “Risk Factors” in Part I, Item 1A and Part II, Item 7A below.
The preparation of our Consolidated Financial Statements and related notes in accordance with generally accepted accounting principles in the U.S. (U.S. GAAP) requires us to make estimates, including judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates, judgementsjudgments and assumptions on historical experience and on various other factors we believe to be reasonable under the circumstances. We evaluate our estimates, judgementsjudgments and assumptions on a regular basis and make changes accordingly. Management believes that the accounting estimates employed and the resulting amounts are reasonable; however, actual results may differ from these estimates. Making estimates, judgments and assumptions about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond our control. Should any of these estimates, judgementsjudgments or assumptions change or prove to have been incorrect, it could have a material impact on our results of operations, financial position and cash flows.
We use a two-step process to recognize liabilities for unrecognized tax benefits. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. There is judgementjudgment and complexity involved in assessing if the tax position is more likely than not. If we determine that the tax position will more likely than not be sustained on audit, the second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various outcomes. We re-evaluate these unrecognized tax benefits on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. In December 2023, the FASB issued new guidance to update income tax disclosure requirements, requiring disaggregated information about an entity’s effective tax rate reconciliation as well as income taxes paid. This is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact of the adoption of this guidance on our Consolidated Financial Statements and disclosures.
ASU 2024-03 and ASU 2025-01, Income Statement - Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures. In November 2024, the FASB issued new guidance requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact of the adoption of this guidance on our Condensed Consolidated Financial Statements and disclosures.
ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. In September 2025, the FASB issued new guidance to improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. This is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. We are currently evaluating the impact of the adoption of this guidance on our Consolidated Financial Statements and disclosures.
Net revenues increased $1,065 million, due to a $163 million increase in sales of our Cyber Safety Platform products and a $902 million increase in sales of our Trust-Based Solutions, including a $823 million increase in Trust-Based Solutions due to the acquisition of MoneyLion. Net revenues also increased $87 million due to the favorable impact from the additional week in the first quarter of fiscal 2026, impacting both segment financials. Specifically, the additional week contributed $56 million to Cyber Safety Platform and $31 million to Trust-Based Solutions.
Net revenues increased $135 million, due to a $95 million increase in sales of our identity and information protection products and a $53 million increase in sales of our consumer security products. This was partially offset by a $13 million decrease in our legacy product offerings. This is inclusive of $11 million of foreign exchange headwinds, in our consumer security solutions.
The following table summarizes supplemental key performance metrics for our solutions:
Revenue from Cyber Safety Platform increased $163 million during fiscal 2026 due to growth across our cyber safety membership offerings and the additional week in the first quarter of fiscal 2026. Revenue from Trust-Based Solutions increased $902 million during fiscal 2026 primarily due to the acquisition of MoneyLion, continued growth in our identity point solutions and the additional week in the first quarter of fiscal 2026.
Direct revenue reflects subscriptions sold directly through e-commerce or mobile channels, and revenue generated from financial transactions directly made through Gen properties or marketplaces.
Partner revenue reflects partner-sourced and channel revenue via retailers, employee benefits, telcos, publishers, and strategic partnerships, including revenue generated from product usage or products sold through our financial marketplace.
Total bookings are defined as customer orders received that are expected to generate net revenues in the future. We present the operational metric of bookings because it reflects customers’ demand for our products and services and to assist readers in analyzing our performance in future periods.
We define paid customers as active users of our products and solutions, including subscribers with an active paid subscription to our products at the end of the reported period. Paid customers also includes product users with a unique account and at least one revenue-generating transaction in the relevant active period of each respective product category, whether through our first-party personal finance products, transacting through our financial marketplaces, or generating revenue through product usage. We exclude users on free trials and those who have not actively transacted in the relevant period of each respective product category.
(1) Legacy revenues includes revenues from products or solutions from markets that we have exited and in which we no longer operate, have been discontinued or identified to be discontinued, or remain in maintenance mode as a result of integration and product portfolio decisions.
We define direct customer count as active paid users of our products and solutions who have a direct billing and/or registration relationship with us at the end of the reported period. We exclude users on free trials from our direct customer count. Users who have indirectly purchased and/or registered for our products or solutions through partners are excluded unless such users convert or renew their subscription directly with us or sign up for a paid membership through our web stores or third-party app stores.
ARPU is calculated as estimated direct customer revenues for the period divided by the average direct customer count for the same period, expressed as a monthly figure. Non-GAAP estimated direct customer revenues and ARPU have limitations as analytical tools and should not be considered in isolation or as a substitute for U.S. GAAP estimated direct customer revenues or other U.S. GAAP measures. We monitor ARPU because it helps us understand the rate at which we are monetizing our consumer customer base.
Retention rate is defined as the percentage of direct customers as of the end of the period from one year ago who are still active as of the most recently completed fiscal period. We monitor the retention rate to evaluate the effectiveness of our strategies to improve renewals of subscriptions.
In order to properly reflect our customer cohorts that contribute to revenue given the dynamic nature of consumers and our product portfolio, our methodology is subject to change from time to time. The methodologies used to measure these metrics require judgment and arewe subject to change due to improvements or revisions to our methodology. From time to time, weregularly review our metrics and may discover inaccuracies or make adjustments to improve their accuracy,accuracy. which can result in adjustments toHowever, our historical metrics. Our ability to recalculate our historical metrics may be impacted by data limitations or other factors that require us to apply different methodologies for such adjustments. We generally do not intend to update previously disclosed metrics for any such inaccuracies or adjustments that are deemed not material.
(1) From time to time, changes in allocation methodologies cause changes to the revenue by geographic area above. When changes occur, we recast historical amounts to match the current methodology, such as for fiscal 2024 where we aligned allocation methodologies across similar product categories.
Percentage of revenue in Americas increased primarily due to our acquisition of MoneyLion during fiscal 2026 as compared to fiscal 2025.
Percentage of revenue by geographic region remained consistent in fiscal 2025 and fiscal 2024.
Cost of revenues, including the impact of the additional week in the first quarter of fiscal 2026, increased $301 million, primarily due to a $197 million increase in partner revenue share mainly in Trust-Based Solutions, a $58 million increase in payment processing fees and a $32 million increase in amortization of intangible assets.
Our cost of revenues increased $45 million, primarily due to a $42 million increase in marketing affiliate expenses.
Our operating expenses increased in fiscal 2026 compared to fiscal 2025 primarily due to our acquisition of MoneyLion, the impact of the additional week in the first quarter of fiscal 2026. and compensation related expenses, offset by decrease in legal accruals.
Sales and marketing expense, including the impact of the additional week in the first quarter of fiscal 2026, increased $483 million, primarily due to a $205 million in loss on sale of Instacash Advances, a $142 million increase in marketing expenses, a $67 million increase in headcount costs and a $46 million increase in stock-based compensation expense.
Research and development expense, including the impact of the additional week in the first quarter of fiscal 2026, increased $80 million, primarily due to a $31 million increase in headcount costs, a $19 million increase in equipment expenses, a $17 million increase in stock-based compensation expense and an $8 million increase in occupancy and IT costs.
Our operating expenses decreased in fiscal 2025 compared to fiscal 2024 primarily due to a decrease in legal accruals, amortization of intangible assets and restructuring costs related to our acquisition of Avast.
Sales and marketing, research and development and impairment of intangible assets expenses remained relatively flat.
General and administrative expense decreased $313$378 million, primarily due to thea absence of $369$354 million inlitigation legalaccrual costsreversal related to our litigation with the Trustees of the University of Columbia and GSA in fiscalthe 2024.City Thisof wasNew partiallyYork offset by a $66 million legal contract dispute cost with E-commerce Partner B during fiscal 2025.(Columbia). Refer to Note 118 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information on theour legal contract disputelitigation with E-commerce Partner B.Columbia.
Amortization of intangible assets decreasedincreased $59$44 million, primarily due to certainour intangibleacquisition assetsof being fully amortized during fiscal 2024.MoneyLion.
Restructuring and other costs decreasedincreased $50$28 million, primarily due ato $48an million decreaseincrease in severance,severance and termination benefits, contract cancellation costs and other exit and disposal costsbenefits in connection with the SeptemberApril 20222025 Plan. See Note 12 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for details of the fiscal 20252026 restructuring activities.
Non-operating income (expense), net, increased $28 million, primarily due to a $49 million increase in change in fair value and impairment of our non-marketable equity investments. See Note 8 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for details of the fiscal 2026 activities related to our non-marketable equity investments. This is partially offset by a $15 million gain on sale of nonfinancial assets in the third quarter of fiscal 2026.
Non-operating income (expense), net, decreased $82 million, primarily due to a $90 million decrease in interest expense resulting from the voluntary prepayments and repricing of our Term A and Term B facilities.
Our effective tax rate increaseddecreased primarily due to thea absencelower impact from U.S. taxation of anforeign incomeearnings, taxpartially benefitoffset inby theincreased secondimpacts quarter of fiscal 2024, in addition tofrom changes in unrecognized tax benefits and related interest and penalties, and the U.S. taxation on foreign earningspenalties in fiscal 2025.2026. See Note 13 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for information about our unrecognized tax benefits.
On July 4, 2025, the One Big Beautiful Bill Act (the Act) was enacted into law in the United States. The Act includes various provisions that are applicable to us beginning in fiscal 2026. These provisions include an allowance to accelerate tax deductions of certain capital expenditures, research & experimentation expenditures, and an increase to the annual limitation of tax-deductible interest expenses. The impacts of the Act are included in our operating results for fiscal 2026. The Act has not had, and is not expected to have, a material impact on our effective tax rate.
The Organization for Economic Cooperation and Development (OECD) and many countries have proposed to reallocate a portion of profits of large multinational enterprises (MNE) with an annual global turnover exceeding €20 billion to markets where sales arise (Pillar One), as well as enact a global minimum tax rate of at least 15% for MNE with an annual global turnover exceeding €750 million (Pillar Two). On December 12, 2022, the European Union reached an agreement to implement the Pillar Two directive of the OECD’s reform of international taxation at the European Union level. The agreement affirms that all Member States must transpose the Pillar Two directive by December 31, 2023. The rules will therefore first be applicable for fiscal years starting on or after December 31, 2023. Ireland, Czech Republic, and certain jurisdictions in which we operate have enacted legislation to implement Pillar Two and other countries are actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals. The enactment of Pillar Two legislation is not expected to have a material adverse effect on our effective tax rate and Consolidated Financial Statements in the near term. We will continue to monitor and reflect the impact of such legislative changes in future Consolidated Financial Statements as appropriate.
Based on past performance and current expectations, we believe that our existing cash and cash equivalents, together with cash generated from operations, amounts available under our Revolving Facility and our future refinancing plans related to our upcoming maturities, will be sufficient to meet our working capital needs, support on-going business activities and finance the expected synergy costs related to the acquisition of Avast and MoneyLion through at least the next 12 months and to meet our known long-term contractual obligations. We are currently not aware of any trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way that will impact our capital needs during or beyond the next 12 months. However, our future liquidity and capital requirements may vary materially from those as of MarchApril 28,3, 20252026 depending on several factors, including, but not limited to, economic conditions; political climate; the expansion of sales and marketing activities; the costs to acquire or invest in businesses; outcome of income tax audits with relevant tax authorities; resolution of legal proceedings, including, but not limited to, regulatory proceedings, claims, mediations, arbitrations and litigation; and the risks and uncertainties discussed in “Risk Factors” in Part I, Item 1A.
Net cash provided by operating activities of $1,545 million in fiscal 2026 was primarily comprised of net income adjusted for the net effect of non-cash items. Changes in operating assets and liabilities, net of acquisitions, include decreases in other liabilities, Instacash Advances held for sale, income taxes payable, accounts receivable, net and accounts payable offset by an increase in contract liabilities.
Our cash flows provided by and used in operating activities in fiscal 2025 decreased $843 million, primarily due to the absence of an income tax refund related to the filing of our fiscal 2023 tax return received during the fourth quarter of fiscal 2024.
OurNet cash flows provided by and used in investing activities of $1,011 million in fiscal 20252026 decreased $102 million,was primarily related to the cash consideration paid for the acquisition of a technology-enabled personal finance education and recommendation platform during the fourth quarter ofour fiscal 2025.2026 acquisitions including MoneyLion.
OurNet cash flows used in financing activities of $1,133 million in fiscal 20252026 decreased $991 million,was primarily due to the issuance of our 6.25% Senior Notes, lower voluntary prepaymentsrepayment of our Term A Facility, principal payments of our Term A and B facility andFacilities, repurchases of common stock under our repurchase program.program and quarterly dividend payments. This was partially offset by the repayment of our 5.0% Senior Notes, using the net proceeds from the 6.25%issuance Seniorof Notes.our Incremental Term Loan B of $750 million and Extended Term Loan A of $2,741 million.
As of MarchApril 28,3, 2025,2026, we had cash and cash equivalents of approximately $1,006$402 million, excluding restricted cash, of which $359$289 million was held by our foreign subsidiaries. Our cash and cash equivalents are managed with the objective to preserve principal, maintain liquidity and generate investment returns. The participation exemption system under current U.S. federal tax regulations generally allows us to make distributions of non-U.S. earnings to the U.S. without incurring additional U.S. federal tax; however, these distributions may be subject to applicable state or non-U.S. taxes.
We have an undrawn revolving credit facility of $1,494$1,495 million, net of our letters of credit, which expires in SeptemberMarch 2027.2031.
As of MarchApril 28,3, 2025,2026, our total outstanding principal amount of indebtedness is summarized as follows. See Note 10 of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information on our debt.
What changed in the latest 10-Q
Risk Factors
New heading “Issues in the development and deployment of AI, including generative AI and emerging AI-enabled cyber threats, could expose us to regulatory, privacy, IP, cybersecurity, operational and reputational risks.”
New heading “If we fail to operate in compliance with state or local licensing requirements, it could adversely affect our business, financial condition, results of operations and cash flows.”
New heading “Our substantial indebtedness and related debt obligations could limit our financial and operating flexibility and increase our vulnerability to adverse business and economic conditions.”
Removed heading “Issues in the development and deployment of artificial intelligence (“AI”) may result in reputational harm and legal liability and could adversely affect our results of operations.”
Removed heading “The regulatory regime governing blockchain technologies and digital assets is uncertain, and new laws, regulations or policies may alter our business practices with respect to digital assets.”
Removed heading “States may require that we obtain licenses that apply to blockchain technologies and digital assets.”
Removed heading “There are risks associated with our outstanding and future indebtedness that could adversely affect our financial condition.”
Removed heading “Hedging or other mitigation actions to mitigate against interest rate exposure may adversely affect our earnings, limit our gains or result in losses, which could adversely affect cash available for distributions.”
Largest changes
“U.S. federal regulators, state attorneys general or other state enforcement authorities and other governmental agencies have in the past and may in the future take formal or informal actions against us, which could cause reputational and financial harm to our business, financial condition, results of operations and cash flows. …”see in full comparison
“We have in the past, and continue to be, subject to inquiries, subpoenas, exams, pending investigations, enforcement matters and litigation by state and federal regulators, the outcomes of which are uncertain and could cause reputational and financial harm to our business, financial condition, results of operations and cash flows. …”see in full comparison
see in full comparisonWeFromare,time to time, we are involved in litigation, investigations, examinations andmay in the future become, subject to litigation, claims, examinations, investigations,other legalandor administrativecasesproceedingsand proceedings, whether civil or criminal, or lawsuitsinitiated by governmental agencies or privateparties,parties.whichThese matters may involve, among other things, labor and employment, discrimination and harassment, commercial disputes, class actions, general contract and tort claims, defamation, data privacy rights, antitrust, fraud, securities (including “blue sky” laws) violations, consumer protection laws, and other regulatory or compliance issues. Such matters may adversely affect our business, financial condition, results of operations and cash flows.These claims, lawsuits and proceedings could involve labor and employment, discrimination and harassment, commercial disputes, class actions, general contract, tort, defamation, data privacy rights, antitrust, common law fraud, government regulation, compliance, alleged federal and state securities and “blue sky” law violations or other investor claims and other matters. For a discussion of specific legal proceedings to which we are currently subject.Refer to Note1815 of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
“Foreign, federal, state and local regulators revisit and update their laws and policies on blockchain technologies and digital assets and can be expected to continue to do so in the future. Regulatory or enforcement action in this area have been common. …”see in full comparison
“In particular, the regulatory landscape regarding earned wage access products (including our Instacash product) is uncertain and evolving given rapid growth in the use of such products in recent years. …”see in full comparison
Techniques used to obtain unauthorized access or to sabotage systems change frequently, are constantly evolving and generally are difficult to recognize and react to effectively, and are increasingly becoming more sophisticated and harder to detect due to the use of “deepfakes”, voice imitation technology and other AI tools. Despite our efforts, we are not always able to anticipate these techniques or to implement adequate or timely preventive or reactive measures.see in full comparisonOur brandsWe andtheirour third-party service providersfrom time to timehave experienced and mayin the futurecontinue to experience suchinstances,incidents,andparticularly as wemay experience heightened risks of cyberattacks and other security breaches or disruptions as a result of the ongoing unification efforts tointegratecertainlegacy IT infrastructure and systems. Threat actors have previously and could in the future exploit a new vulnerability before we complete our remediation work or identify a vulnerability that we did not effectively remediate. If that happens, there could be unauthorized access to, or acquisition of, data we maintain, and damage to our systems.InOuraddition, our internalevolving ITenvironmentenvironment,continuesincludingto evolve. We embraceembracing new ways of sharing data and communicatinginternallyandwithincreasingpartnersourand customers using methods such as social networking and other consumer-oriented technologies. The increasinginternal use of GenAI models in our internal systems whichAI, maycreateintroduce new attackmethodsvectors,forandadversaries. Our businessour policies andinternal securitycontrols may not keep pace withthese changes as newemerging threatsemerge,ornewregulatorycybersecurity regulations emerge in jurisdictions worldwide.requirements.
Full comparison: every changed paragraph (164)
•If we are unable to develop new and enhanced solutions and products, or if we are unable to continually improve the performance, features, and reliability of our existing solutions and products, our business and operating results could be adversely affected.
•Issues in the development and deployment of AI, including generative AI and emerging AI-enabled cyber threats, could expose us to regulatory, privacy, IP, cybersecurity, operational and reputational risks.
•Issues in the development and deployment of artificial intelligence (“AI”) may result in reputational harm and legal liability and could adversely affect our results of operations.
•Our revenue and operating results depend significantly on our ability to retain our existing customers and expandincrease salestheir toadoption them,of our offerings, convert existing non-paying customers to paying customerscustomers, and add new customers.
•Changes in industry structure and market conditions have and may continue to lead to charges related to discontinuance of certain of our products or businesses and asset impairments.
•Our international operations involve risks that could increase our expenses, adversely affect our operating results and require increased time and attention of ourfrom management.
•Our solutions, systems, websites and the data on these sources have been in the past and may continue to be subject to cybersecurity events that could materially harm our reputation and future sales.
•We are affected by seasonality, which has in the past and may in the future impact our revenue and results of operations.
•Our solutions are highly regulated and theThe legal and regulatory regimes governing certain of our products and services are uncertain and evolving, which could impede our ability to market and provide our solutions or adversely affect our business, financial position and results of operations.evolving.
•The regulatory regime governing blockchain technologies and digital assets is uncertain, and new laws, regulations or policies, including licensing laws, may alter our business practices with respect to digital assets.
•From time to timetime, we are party to lawsuits and investigations, which have previously and could in the future require significant management time and attention, cause us to incur significant legal expenses and prevent us from selling our products.
•Our substantial indebtedness and related debt obligations could limit our financial and operating flexibility and increase our vulnerability to adverse business and economic conditions.
•There are risks associated with our outstanding and future indebtedness that could adversely affect our financial condition.
•We may be unsuccessful in managing the effects of changes in the cost of capital on our business.
•The failure of financial institutions or transactional counterparties could adversely affect our current and projected business operations and our financial condition and resultresults of operations.
•We rely on a variety of funding sources to support our business model. If our existing funding arrangements are not renewed or replaced or our existing funding sources are unwilling or unable to provide funding to us on terms acceptable to us, or at all, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.
•Hedging or other mitigation actions to mitigate against interest rate exposure may adversely affect our earnings, limit our gains or result in losses, which could adversely affect cash available for distributions.
•Adverse macroeconomic conditions and government efforts to combat inflation, along with other interest rate pressures, have ledadversely toaffected and may continue to leadadversely to higher financing costs and may particularly have negative effects onaffect the consumer finance industry and our MoneyLion business.
•We may be required to issue shares under our contingent value rights agreement with certain former holders.agreement.
•Changes to our effective tax rate could increase our income tax expense and reduce (increase) our net income (loss), cash flows and working capitalcapital, and audits by tax authorities could result in additional tax payments for prior periods.
•Our corporate and legal entity structure, as well as our intercompany arrangements, are subject to the tax laws of multiple jurisdictions. These laws are complex and may be subject to differing interpretations by tax authorities. As a result, we may be required to pay additional taxes, interest, or penalties in various jurisdictions, which could adversely affect our results of operations.
•We could be obligated to pay additional taxes in various jurisdiction, which would harm our results of operations.
If we are unable to develop new and enhanced solutions,solutions and products, or if we are unable to continually improve the performance, features, and reliability of our existing solutions,solutions and products, our business and operating results could be adversely affected.
Our future success depends on our ability to effectively respond to evolving threatsconsumer tothreats, consumers,technological as well asadvancements, competitive technological developments and industry changes, by developing or introducing new and enhanced solutions and products on a timely basis. In the past, weWe have incurred, and will continue to incur, significant research and development expensesexpenses, asincluding weinvestments focusin onAI, to drive organic growth throughand internalreduce innovation.reliance on third-party technologies. If these investments do not produce the anticipated benefits, or if such benefits are delayed, our operating results could be adversely affected.
We must continually address the challenges of dynamic and accelerating market trends and competitive developments. The development and integration of new technologies — including generative AI (“Gen AI”) and machine learning — is complex, time-consuming, and subject to significant risks. New technologies may contain errors, vulnerabilities, or unintended outputs, including incorrect or biased results, that are not easily detectable, which could lead to customer dissatisfaction, reputational harm, litigation, or increased regulatory scrutiny. Customers may also demand features or capabilities that our current solutions do not offer, and failure to innovate in a timely and cost-effective manner could impair our ability to retain existing customers and attract new customers.
We believe that we must continue to dedicate significant resources to our research and development efforts to deliver innovative market competitive products and avoid being reliant on third-party technology and products. If we do not achieve the benefits anticipated from these research and development investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected. We must continually address the challenges of dynamic and accelerating market trends and competitive developments. Customers may require features and capabilities that our current solutions do not have. Our failure to develop new solutions and improve our existing solutions to satisfy customer preferences and effectively compete with other market offerings in a timely and cost-effective manner may harm our ability to retain our customers and attract new customers. For example, the process of developing and integrating new technologies, including generative artificial intelligence (“Gen AI”) and machine learning models, is complex, time-consuming and may cause errors or inadequacies that are not easily detectable. As we integrate more Gen AI technology into our platform to improve the experience of our users and meet the demands of our customers, it may result in unintentional or unexpected outputs that are incorrect or biased and cause customer dissatisfaction or subject us to lawsuits, reputational harm and increased regulatory scrutiny.
•Product and service interoperability challenges with customer’scustomers’ technology and third-party vendors;
In addition, third parties, including, but not limited to, operating systems and internet browser companies, have in the past and may in the future limit the interoperability of our solutions with their own products and services, in some casesincluding to promote theircompeting ownofferings. offerings or those of our competitors. Any suchSuch actions by third parties could delay the development ofof, ourimpair solutionsthe andfunctionality productsof, or ourreduce solutions and products may be unable to operate effectively. This could also result in decreasedthe demand for our solutions and products, which could result in decreased revenue, harm to our reputation, and adverselyadverse affecteffects on our business, financial condition, results of operations, and cash flows.
If we arefail notto successful in managingmanage these risks and challenges,effectively, or if our new or improved solutions or products are not technologically competitive or do not achieve market acceptance, our business and operating results could be adversely affected.
We operate in intensely competitive and dynamic markets thatcharacterized experience frequent andby rapid technological developments, changes inevolving industry and regulatory standards,standards evolvingand market trends, changes inchanging customer requirements and preferences, and frequent new product introductions and improvements. We have experienced, and expect to continue to experience, significant competitive pressures. If we are unable to anticipate or reactrespond effectively to these continually evolving conditions, we could experience a loss oflose market shareshare, experience pricing pressure, and aincur reduction in ourreduced revenues, which could materially and adversely affect our businessbusiness, financial condition, results of operations, and financialcash results. To compete successfully, we must maintain an innovative research and development effort to develop new solutions and products and enhance our existing solutions and products, and effectively adapt to changes in the technology, financial technology, privacy and data protection standards or trends.flows.
To compete successfully, we must maintain a robust and innovative research and development effort, enhance our existing solutions and products, introduce new offerings on a timely basis, and effectively adapt to changes in the technology, financial technology, AI, privacy and data protection standards and trends.
Our cyber safety and financial wellness businesses compete with a broad range of companies, including established security software vendors, operating system and platform providers, companies who specialize in a niche segment of the cyber safety market and which are expanding their portfolios into competing cyber safety products, traditional banks and credit unions, licensed and non-bank digital financial service providers, specialty finance companies, digital wealth management and brokerage platforms, embedded finance providers, financial marketplaces, and other technology companies. Many of these competitors have longer operating histories, greater brand recognition, larger customer bases, and significantly greater financial, technical, and marketing resources than we do. They may be able to offer more competitive pricing or terms, bundle products more effectively, introduce new, enhanced, broader or more specialized offerings more quickly (including for free), or respond more rapidly to technological and consumer trends. We expect our competition to continue to increase, as there are generally no substantial barriers to entry into the markets we serve.
In addition, operating system and platform providers increasingly incorporate native security, privacy, and financial features into their products, often at no additional cost, which may reduce demand for our offerings or diminish their differentiation. We also depend on strategic distribution and bundling relationships, and partners have in the past replaced, and may in the future replace, our solutions with competing or internally developed offerings, promote competing products more favorably, or limit interoperability. Industry consolidation, vertical integration, and the introduction of new or alternative technologies may further intensify competition.
We face competition from a broad range of companies, including software vendors focusing on cyber safety solutions such as Bitdefender, Kaspersky, McAfee and Trend Micro, operating system providers such as Apple, Google and Microsoft, and companies such as Nord, Life360, LastPass and others that currently specialize in one or a few particular segments of the market and many of which are expanding their product portfolios into different segments. We also face growing competition from other technology companies, as well as from companies in the identity threat protection space such as credit bureaus. Further, many of our competitors are increasingly developing and incorporating into their products data protection software and other competing cyber safety products, such as antivirus protection or VPN, often free of charge, that compete with our offerings. Our competitive position could be adversely affected by the functionality incorporated into these products rendering our existing solutions obsolete and therefore causing us to fail to meet customer expectations.
For our MoneyLion business, we face competition from a broad range of companies across our business lines, including traditional banks and credit unions; new entrants obtaining banking licenses; non-bank digital providers offering banking-related services; specialty finance and other non-bank digital providers offering consumer lending-related or earned wage access products; digital wealth management platforms such as robo-advisors offering consumer investment services and other brokerage-related services; and digital financial platform, embedded finance and marketplace competitors, which aggregate and connect consumers to financial product and service offerings. We also compete with advertising agencies and other service providers to attract marketing budget spending from our clients. We expect our competition to continue to increase, as there are generally no substantial barriers to entry into the markets we serve.
Some of our current and potential competitors have longer operating histories, particularly with respect to financial services products similar to ours, significantly greater resources and a larger customer base than we do. This allows them, among other things, to potentially offer more competitive pricing or other terms or features, a broader range of financial or other products or a more specialized set of specific products or services, as well as respond more quickly than we can to new or emerging technologies and changes in consumer preferences.
In addition, the introduction of new products or services by existing or future competitors, and/or market acceptance of products or services based on emerging or alternative technologies, could make it easier for other products or services to compete with our solutions and reduce our market share in the future. Further consolidation among our competitors and within our industry or, in addition to other changes in the competitive environment, such as greater vertical integration from key computing and operating system suppliers could result in larger competitors that compete more frequently with us.
Specifically, in addition to competing with cyber safety vendors directly for sales to end-users of our solutions, we compete with them for the opportunity to have our solutions bundled with the offerings of our strategic partners, such as computer hardware OEMs, internet service providers, operating systems and telecom service providers. Our competitors could gain market share from us if any of these strategic partners replace our solutions with those of our competitors or with their own solutions or promote our competitors’ solutions or their own solutions more frequently or more favorably than our solutions. In addition, software vendors who have bundled our solutions with theirs may choose to bundle their solutions with their own or other vendors’ solutions or may limit our access to standard interfaces and inhibit our ability to develop solutions for their platform. Further product development by these vendors could cause our solutions to become redundant, which could significantly impact our sales and operating results.
Issues in the development and deployment of AI, including generative AI and emerging AI-enabled cyber threats, could expose us to regulatory, privacy, IP, cybersecurity, operational and reputational risks.
We have incorporated, and are continuing to develop and deploy, AI, including Gen AI, into many of our products, solutions and services. AI systems, including AI internally developed and AI present in third party solutions, may be flawed, contain errors or vulnerabilities, reflect unintended bias, or produce inaccurate, misleading or “hallucinatory” outputs, and such deficiencies may not be easily detectable. Customers may rely on AI-generated outputs in making financial, security or other significant decisions. If AI-enabled features in our products produce incorrect, incomplete or biased outputs, we could face claims of misrepresentation, negligence, product liability or other legal theories, as well as customer dissatisfaction, reputational harm and loss of business. Furthermore, we may face allegations of misrepresentations or “AI washing” if our disclosures about our AI capabilities or our AI-related governance are deemed to be exaggerated or misleading, which could result in enforcement actions, litigation or reputational harm.
Issues in the development and deployment of artificial intelligence (“AI”) may result in reputational harm and legal liability and could adversely affect our results of operations.
We have incorporated, and are continuing to develop and deploy, AI, including Gen AI, into many of our products, solutions and services. AI, including AI internally developed and AI present in third party solutions, presents challenges and risks that could affect our products, solutions and services, and therefore our business. For example, AI algorithms may be flawed, insufficient, of poor quality, reflect unwanted forms of bias, or contain other errors or inadequacies, any of which may not be easily detectable; AI has been known to produce false or “hallucinatory” inferences or outputs; AI can present ethical issues and may subject us to new or heightened legal, regulatory, ethical, or other challenges, including issues relating to discrimination, intellectual property infringement or misappropriation, violation of rights of publicity, inability to assert ownership of inventions and works of authorship, loss of trade secrets, defamation, data privacyprivacy, and cybersecurity; and inappropriate or controversial data practices by third-party partners, developers and end-users, or other factors adversely affecting public opinion of AI, could impair the acceptance of AI solutions, including those incorporated in our products and services. If the AI solutions that we create or use are deficient, inaccurate or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results.
In addition, regulation of Gen AI is rapidly evolving worldwide as legislators and regulators are increasingly focused on these powerful emerging technologies. The technologies underlying Gen AI and its uses are currently subject to a variety of laws and regulations, including intellectual property, privacy, data protection and information security, consumer protection, competition, and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws and regulations. Gen AI is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their platform moderation, cybersecurity, and data protection laws and regulations to Gen AI or are considering general legal frameworks for Gen AI. For example, the EU AI Act, which came into force on August 1, 2024, will generally become fully applicable after a two-year transitional period, with certain obligations taking effect at an earlier or later time. The EU AI Act introduces various requirements for AI systems and models placed on the market or put into service in the EU, including specific transparency and other requirements for general purpose AI systems and the models on which they are based. In addition, several U.S. statesstates, aresuch consideringas enactingCalifornia and Colorado, have proposed or have already enacted regulationslaws concerningregarding automated decision‑making, deepfakes, algorithmic discrimination and so called “high‑risk” AI technologies (mandating, among other provisions, requirements for risk management, impact assessments, consumer notices and human oversight). At the federal level, a December 2025 executive order endorsed a federal moratorium on enforcement of state AI laws and the White House released in March 2026 a National Policy Framework for Artificial Intelligence, outlining nonbinding legislative recommendations to inform congressional consideration of a unified federal approach to AI regulation. Ongoing tension between the states and the federal government over how best to regulate AI may result in increased uncertainty, risk and compliance costs for our business. If we cannot use AI, or if our use of AI technologies.is Atrestricted, theit federalcould andlead stateto level,business theredisruption, haveinefficiency, beenor variouscompetitive proposalsdisadvantage. (andReplacement inof somethese casestechnologies lawswith enacted)compliant addressingalternatives “deepfakes”could andrequire othersubstantial AI-generatedcapital syntheticexpenditures media.or lead to a loss of proprietary data.
Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of AI.AI, including the increased use of agentic AI and the heightened risk it poses to data privacy and cybersecurity. For example, the increasing use of AI in techniques employed by threat actors will continue to increase the risk of successful attacks that may overwhelm our protection systems faster than we can effectively respond. The rapid evolution of AI, including potential government regulation of AI, requires us to invest significant resources to develop, test, and maintain AI in our products and services in a manner that meets evolving requirements and expectations and we may need to expend resources to adjust our offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions. Developing, testing, and deploying AI systems may also increase the cost profile of our offerings due to the nature of the computing costs involved in such systems.
As part of our business strategy, we may acquire or divest businesses or assets. For example, in 2019, we completedacquired the sale of certain of our enterprise security assets to Broadcom Inc. (the Broadcom sale), in January 2021, we completed the acquisition of Avira, in September 2022, we completed the acquisition of Avast, andMoneyLion in April 2025, we completed the acquisition of MoneyLion.2025. Our acquisition and divestiture activities have and may continue to involve a number of risks and challenges, including:
Our revenue and operating results depend significantly on our ability to retain our existing customers and expandincrease salestheir toadoption them,of our offerings, convert existing non-paying customers to paying customerscustomers, and add new customers.
It is important to our cyber and financial technology businesses that we retain existing customers and that our customers expand their use of our solutions and products over time. If our efforts to sell additional functionality, products and services to our customers and clients are not successful, our business and growth prospects would suffer. Customers may choose not to renew their membership with us at any time and may stop utilizing our productsrevenue-generating that generate us revenue from transaction, interchange or transfer fees, among others.products. For our solutions sold to customers on a monthly or annual subscription basis, renewing customers may require additional incentives to renew, may not renew for the same contract period, or may change their subscriptions. We therefore may be unable to retain our existing customers on the same or more profitable terms, if at all. In addition, we may not be able to accurately predict or anticipate future trends in customer retention or effectively respond to such trends.
•Our customers’ levels of satisfaction or dissatisfaction with our solutions, the value they place on our solutions and availability of theour solutions;
The intense competition weand face, in addition toevolving general and economic business conditions (including rising government debt levels, potential government policy shifts, changing U.S. consumer spending patterns, economic volatility, bank failures, fluctuating tariff rates, trade wars, and high inflation and interest rates, among other things), may put pressure onrequire us to change our pricing practices. In particular, the ongoing global conflicts could amplify disruptions to the financial and credit markets, increase risks of an information security or operational technology incident, cause cost fluctuations to us or third parties upon which we rely and increase costs to ensure compliance with global and local laws and regulations.
If our competitors offer deep discounts on certain solutions, provide offerings, or offer free introductory products that compete with ours, we may experience pricing pressure and may be unable to retain current customers and clients or attract new customers and clients at consistent prices within our operating budget. OrTo compete effectively, we may need to lower prices, offer promotional or freemium products, or otherwise change our pricing models. Conversely, if we increase prices orin offer similar free introductory productsresponse to compete successfully. Similarly, if external factors, such as economic conditions, marketcost trends,pressures or businessstrategic combinationsconsiderations, requirewe usmay toexperience raisereduced ourcustomer prices, our ability to acquire new customersacquisition and retain existing customers may be diminished.retention. Any such pricing changes maycould reduce revenue andrevenue, margins and could adversely affect our financial results.profitability.
Additionally, our solutions are discretionary purchases, and customers may reduce or eliminate their discretionary spending during periods of economic uncertainty, inflation, elevated interest rates, trade disruptions or other macroeconomic stress. We have experienced and may continue to experience a material increase in cancellations by customers or reduced retention during such periods.
Additionally, changes in the macroeconomic environment have previously and may continue to affect our business. Our solutions are discretionary purchases, and customers may reduce or eliminate their discretionary spending on our solutions during a difficult macroeconomic environment. We may experience a material increase in cancellations by customers or a material reduction in our retention rate in the future, especially in the event of a prolonged recession or a worsening of current conditions as a result of trade wars, fluctuating tariff rates, inflation, changes in interest rates, government shutdowns, political developments and unrest or other macroeconomic events. We may have to lower our prices or make other changes to our pricing model to address these dynamics, any of which could adversely affect our business and financial results.
Many of Avira’s and Avast’s users are freemium subscribers, meaning they do not pay for its basic services.services, Much ofand our anticipated growth instrategy connectionfor withtheir therespective Aviraproducts anddepends Avast acquisitions are attributable toupon attracting and converting Avira’s and Avast’s freemium users to a paid subscription option. Numerous factors, however, have previously and may continue to impede our ability to attract and retain free users, convert these users into paying customers and retain them as paying customers.
A significant portion of our revenue is generated through indirect sales and distribution channels, including distributors, resellers, telecom service providers and strategic partners that bundle or incorporate our products into their offerings. In our MoneyLion business specifically, we also depend on channel partners that provide access to consumers – such as news sites, content publishers, product comparison sites and financial institutions – and on product partners that offer financial products through our marketplace platform.
Our channel and partner agreements are generally nonexclusive, impose no minimum sales or marketing commitments and may be terminated or renegotiated at any time, potentially on less favorable terms. Many of our partners frequently offer competing products or services and may prioritize those offerings based on pricing, promotional support, incentives, economics or strategic considerations.
A portion of our revenues is derived from sales through indirect channels, including, but not limited to, distributors that sell our products to end-users and other resellers, and partners that incorporate our products into, or bundle our products with, their products. These channels involve risks, including:
•Our resellers, distributors and telecom service providers are generally not subject to minimum sales requirements or any obligation to market our solutions to their customers;
•Our reseller and distributor agreements are generally nonexclusive and may be terminated at any time without cause and our partners may terminate or renegotiate their arrangements with us and new terms may be less favorable due to competitive conditions in our markets and other factors;
•Our resellers and distributors may encounter issues or have violations of applicable law or regulatory requirements or otherwise cause damage to our reputation through their actions;
•Our resellers and distributors frequently market and distribute competing solutions and may, from time to time, place greater emphasis on the sale of competing solutions due to pricing, promotions and other terms offered by our competitors;
Management's Discussion & Analysis (MD&A)
New heading “Recently issued authoritative guidance not yet adopted”
Removed heading “Acquisition of MoneyLion”
Largest changes
“ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. In September 2025, the FASB issued new guidance to improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. …”see in full comparison
The Amended Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including compliance with specified financialsee in full comparisonratios.ratios,AsandofincludesJanuarya2,springing2026,maturityweprovisionwereapplicablein compliance with all debt covenants. See Note 10 of the Notessolely to theCondensedExtendedConsolidatedTermFinancialAStatements included in this Quarterly Report on Form 10-Q for further information regarding financial ratiosFacility anddebtRevolvingcovenantFacilitycompliance.pursuant to which the obligations under such facilities may become due and payable prior to the stated maturity dates.
“As of July 3, 2026, we were in compliance with all debt covenants. See Note 8 of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding our debt, including applicable financial ratios, debt covenant compliance and the springing maturity provision applicable to the Extended Term A Facility and Revolving Facility.”see in full comparison
“General and administrative expense, including the impact of one additional week, decreased $20 million, primarily due to a $86 million decrease in litigation settlement expense. This is partially offset by a $31 million increase in stock-based compensation expense, an $18 million increase in headcount costs and an $7 million increase in provision for credit losses on accounts receivables, net.”see in full comparison
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The discussion below contains forward-looking statements, which are subject to safe harbors under the Securities Act of 1933, as amended (the Securities Act) and the Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements include statements that represent our expectations or beliefs concerning future events, including, without limitation, references to our ability to utilize our deferred tax assets, as well as statements including words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “goal,” “intent,” “momentum,” “projects,” “forecast,” “outlook,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” and similar expressions. In addition, projections of our future financial performance; beliefs regarding our business and strategies; anticipated growth and trends in our businesses and in our industries; the consummation of or anticipated impacts of acquisitions (including our ability to achieve synergies from acquisitions, including, but not limited to, our acquisition of MoneyLion), expectations about certain markets, divestitures, restructurings, stock repurchases, financings, debt repayments, investment activities and our liquidity; the outcome or impact of pending litigation, claims or disputes; risks associated with third party providers; evolving regulations and increased scrutiny from regulators; our intent to pay quarterly cash dividends in the future; plans for and anticipated benefits of our products and solutions; anticipated tax rates, benefits and expenses; the global macroeconomic outlook, including but not limited to, the impact of inflation, fluctuations in foreign currency exchange rates, changes in interest rates, and the impact of new trade policy, including the implementation of global tariffs; retaliatory trade regulations and policies; economic disruptions caused by the potential impact of volatility and conflict in the geopolitical and economic environment; general uncertainty in the financial and capital markets; and other global macroeconomic factors on our operations and financial performance; and other characterizations of future events or circumstances are forward-looking statements. These statements are only predictions, based on our current expectations about future events and may not prove to be accurate. We do not undertake any obligation to update these forward-looking statements to reflect events occurring or circumstances arising after the date of this report. These forward-looking statements involve risks and uncertainties, and our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements on the basis of several factors, including economic recessions, inflationary pressures and those other factors that we discuss in Part II Item 1A.1A, Risk Factors, of this Quarterly Report on Form 10-Q and Item 1A.1A, Risk FactorsFactors, of our Annual Report on Form 10-K for the fiscal year ended MarchApril 28,3, 2025.2026. We encourage you to read those sections carefully. There may also be other factors that have not been anticipated or that are not described in our periodic filings with the Securities and Exchange Commission (SEC), generally because we did not believe them to be significant at the time, which could cause actual results to differ materially from our projections and expectations. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
Gen Digital Inc. is a global leader in consumer Cyber Safety and Trust-Based Solutions, empowering people around the world to live safer digital lives while building confidence and control over their financial futures. Through its trusted brands, including Norton, Avast, LifeLock and MoneyLion, Gen offers cybersecurity, online privacy, identity protection and financial wellness solutions to consumers worldwide.
Gen Digital Inc. is a global company powering Digital Freedom through its family of trusted consumer brands including Norton, Avast, LifeLock, MoneyLion, and more. Our portfolio spans Cyber Safety Platform and Trust-Based Solutions, delivering intuitive, AI-powered services that enable people to confidently grow, manage, and protect their digital and financial lives. From cybersecurity and online privacy to identity protection and financial empowerment, our products and services are designed to meet the real-world needs of today’s digital generation. Through a foundation of trust and innovation, our brands deliver the protection and confidence people need to thrive in a digital-first world.
Our Cyber Safety Platform deliversincludes our security, comprehensive suites, and privacy products, which deliver technology solutions and superior threat protection to help people navigate the digital world,world securely, privately and with confidence. Our Trust-Based Solutions provideincludes innovativeour solutionsidentity protection, restoration support services, digital reputation, and insightssecure thatfinancial empowerwellness, consumersincluding toour managefirst-party theirMoneyLion identity, reputationproducts and financesour confidentlyEngine tomarketplace achieve freedom.offerings.
We have a 52/53-week fiscal year ending on the Friday closest to March 31. The three months ended JanuaryJuly 2,3, 2026 and December 27, 2024 each consisted of 13 weeks. The nine months ended January 2, 2026 consisted of 40 weeks, whereas the ninethree months ended DecemberJuly 27,4, 20242025 consisted of 3914 weeks. Our 20262027 fiscal year consists of 5352 weeks and ends on April 3,2, 2026.2027.
Below are our financial highlights for the thirdfirst quarter of fiscal 2026,2027, compared to the corresponding period in the prior year:
•Net revenues increased $254 million, primarily due to higher sales in both our Cyber Safety Platform products and Trust-Based Solutions, including an increase of $218 million due to the acquisition of MoneyLion, reported in Trust-Based Solutions.
•Operating income increased $59 million, primarily due to increased net revenues described above, largely offset by an increase in marketing costs, payment processing fees, amortization of intangible assets and compensation related expenses.
•Net income increased $33 million and net income per share increased $0.05, primarily due to an increase in operating income as discussed above and a decrease in other income (expense), net resulting from impairment of our non-marketable equity investments and gain on sale of nonfinancial assets. This is partially offset by an increase in income tax expense.
Below are our financial highlights for the first nine months of fiscal 2026, compared to the corresponding period in the prior year:
•Net revenues increased $792$79 million, primarily due to higherincreased sales in both our Cyber Safety Platform products and Trust-Based Solutions, includingpartially anoffset increase of $588 million due toby the acquisitionimpact of MoneyLion, and an increase of $87 million due to the favorable impact from the additional week in the first quarter of fiscal 2026.2026 on both segments.
•Operating income increased(loss) $124remained million,relatively flat, primarily due to increasedoffsetting increases in net revenuesrevenues, described above, largely offset by an increase in marketing costs, payment processing fees, amortizationcost of intangible assetsrevenues and compensation relatedoperating expenses.
•Net income decreased(loss) $40increased $80 million and net income per share decreasedincreased $0.06,$0.14, primarily due to ana increasedecrease in interest and income tax expense partially offset by an increase in operating income as discussed above.expense.
•Cash, cash equivalents and restricted cash decreased by $387 million compared to March 28, 2025, primarily due to the cash consideration paid for our acquisition of MoneyLion, principal payments of our Term A and B facilities and share repurchases. This is partially offset by proceeds from the issuance of our Incremental Term Loan B and cash generated from operating activities during the first nine months of fiscal 2026.
•Contract liabilities decreased $17 million compared to March 28, 2025, primarily due to billing seasonality.
Acquisition of MoneyLion
On April 17, 2025, we completed our acquisition of MoneyLion Inc. (MoneyLion). MoneyLion extends our identity solutions into offering comprehensive financial wellness through MoneyLion’s full-featured personal finance platform that includes credit building and financial management services. See Note 4 of the Notes to the Condensed Consolidated Financial Statements for further information about the acquisition.
We continue to monitor the direct and indirect impacts of these global macroeconomic or other geopolitical factors. If the economic uncertainty continues, we may experience negative impacts on customer renewals, customer collections, sales and marketing efforts, customer deployments, product development, or other financial metrics. Additional broader implications of these events on our business, results of operations, and overall financial position still remain uncertain and could result in further adverse impacts to our reported results. For further discussion of the potential impacts of global macroeconomic conditions on our business, please see Part 1,I, Item III3 and “Risk Factors” in Part II, Item 1A below.
Our critical accounting policies and estimates were disclosed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended MarchApril 28,3, 2025 and significant policies adopted as a result of our acquisition of MoneyLion are included in Note 1 on this Form 10-Q.2026. There have been no other material changes in the matters for which we make critical accounting estimates in the preparation of our Condensed Consolidated Financial Statements during the three and nine months ended JanuaryJuly 2,3, 2026.
Recently issued authoritative guidance not yet adopted
ASU 2024-03 and ASU 2025-01, Income Statement - Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures. In November 2024, the Financial Accounting Standards Board (FASB) issued new guidance requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact of the adoption of this guidance on our Condensed Consolidated Financial Statements and disclosures.
ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. In September 2025, the FASB issued new guidance to improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. This is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. We are currently evaluating the impact of the adoption of this guidance on our Condensed Consolidated Financial Statements and disclosures.
Net revenues increased $254 million, due to a $20 million increase in sales of our Cyber Safety Platform products and a $234 million increase in sales of our Trust-Based Solutions, including a $218 million increase in Trust-Based Solutions due to the acquisition of MoneyLion.
Net revenues increased $792$79 million, primarily due to a $134 million increase in sales of our Cyber Safety Platform products and a $658$102 million increase in sales of our Trust-Based Solutions, includingpartially offset by a $588$23 million increasedecrease in Trust-Basedsales Solutionsof our Cyber Safety Platform, due to the acquisition of MoneyLion. Net revenues also increased $87$56 million due to the favorable impact fromof the additional week in the first quarter of fiscal 2026,2026. impacting both segment financials. Specifically, theThe additional week contributedhad $56 million to our Cyber Safety Platform anda $31 million toimpact on our Trust-Based Solutions.Solutions net revenues, for a total impact of $87 million across both segments.
Revenue from Cyber Safety Platform decreased $23 million during the three months ended July 3, 2026, primarily due to an impact of $56 million from the additional week in the first quarter of fiscal 2026, partially offset by growth across our Cyber Safety membership offerings. Revenue from Trust-Based Solutions increased $102 million during the three months ended July 3, 2026, primarily due to continued growth in our Financial Wellness offerings, partially offset by the impact of $31 million from the additional week in the first quarter of fiscal 2026.
Revenue from Cyber Safety Platform increased $20 million and $134 million, respectively, during the three and nine months ended January 2, 2026 due to growth across our cyber safety membership offerings and, for the nine month period, the additional week in the first quarter of fiscal 2026. Revenue from Trust-Based Solutions increased $234 million and $658 million, respectively, during the three and nine months ended January 2, 2026 primarily due to the acquisition of MoneyLion, continued growth in our identity point solutions and, for the nine month period, the additional week in the first quarter of fiscal 2026.
Percentage of revenue in Americas increased primarily due to continued growth in our acquisitionFinancial ofWellness MoneyLionproduct offerings during the three and nine months ended JanuaryJuly 2,3, 2026 as compared to the three and nine months ended DecemberJuly 27,4, 2024.2025.
Cost of revenues increased $75$40 million, primarily due to a $43$35 million increase in partner revenue share mainly in Trust-Based Solutions, a $16 million increase in payment processing fees and an $11 million increase in amortization of intangible assets.Solutions.
Cost of revenues, including the impact of one additional week, increased $224 million, primarily due to a $133 million increase in partner revenue share mainly in Trust-Based Solutions, a $40 million increase in payment processing fees and a $27 million increase in amortization of intangible assets.
Sales and marketing, research and development, general and administrative, and amortization of intangible assets expenses all remained relatively flat.
Sales and marketing expense increased $125 million, primarily due to a $55 million increase in loss on sale of Instacash Advances, a $41 million increase in marketing expenses, a $13 million increase in headcount costs and a $12 million increase in stock-based compensation expense.
Research and development expense increased $12 million, primarily due to a $4 million increase in headcount costs, a $3 million increase in stock-based compensation expense and a $3 million increase in equipment expenses.
General and administrative expense decreased $38 million, primarily due to a $53 million decrease in litigation settlement expense. This is partially offset by a $9 million increase in stock-based compensation expense.
Amortization of intangible assets increased $12 million, primarily due to our acquisition of MoneyLion.
Restructuring and other costs increased $9$22 million, primarily due to ana $19 million increase in severance and termination benefits in connection with the AprilFiscal 20252027 Plan. SeeRefer to Note 129 of the Notes to the Condensed Consolidated Financial Statements for details of the fiscal 20262027 restructuring activities.
Sales and marketing expense, including the impact of one additional week, increased $352 million, primarily due to a $146 million increase in loss on sale of Instacash Advances, a $102 million increase in marketing expenses, a $53 million increase in headcount costs and a $37 million increase in stock-based compensation expense.
Research and development expense, including the impact of one additional week, increased $57 million, primarily due to a $28 million increase in headcount costs, a $12 million increase in stock-based compensation expense and a $7 million increase in occupancy and IT costs.
General and administrative expense, including the impact of one additional week, decreased $20 million, primarily due to a $86 million decrease in litigation settlement expense. This is partially offset by a $31 million increase in stock-based compensation expense, an $18 million increase in headcount costs and an $7 million increase in provision for credit losses on accounts receivables, net.
Amortization of intangible assets increased $34 million, primarily due to our acquisition of MoneyLion.
Restructuring and other costs increased $21 million, primarily due to an increase in severance and termination benefits in connection with the September 2022 and April 2025 Plans. See Note 12 of the Notes to the Condensed Consolidated Financial Statements for details of the fiscal 2026 restructuring activities.
Non-operating income (expense), net, decreased by $42$26 million, primarily due to a $20$32 million decrease in impairmentinterest of our non-marketable equity investments and a $15 million gain on sale of nonfinancial assets in the third quarter of fiscal 2026.expense.
Non-operating income (expense), net, increased by $24 million, primarily due to a $49 million increase in change in fair value and impairment of our non-marketable equity investments. This is partially offset by a $15 million gain on sale of nonfinancial assets in the third quarter of fiscal 2026.
Our effective tax rate for the three and nine months ended JanuaryJuly 2,3, 2026 and threeJuly and4, nine months ended December 27, 2024,2025, differs from the federal statutory income tax rate primarily due to state taxes, changes in unrecognized tax benefits and related interest and penalties, foreign exchange impacts, increasesstock-based in valuation allowances,compensation, and the U.S. taxation on foreign earnings. The effective tax rate decreased primarily due to foreign currency movements on the remeasurement of unrecognized tax benefits and deferred tax liabilities on intangible assets.
On July 4, 2025, the One Big Beautiful Bill Act (the Act) was enacted into law in the United States. The Act includes various provisions that are applicable to us beginning in fiscal year 2026. These provisions include an allowance to accelerate tax deductions of certain capital expenditures, research & experimentation expenditures, and an increase to the annual limitation of tax-deductible interest expenses. The impacts of the Act are included in our operating results for the three and nine months ended January 2, 2026. The Act has not had, and is not expected to have, a material impact on our effective tax rate.
The Organization for Economic Cooperation and Development (OECD) and many countries have proposed to reallocate a portion of profits of large multinational enterprises (MNEMNEs) with an annual global turnover exceeding €20 billion to markets where sales arise (Pillar One), as well as enact a global minimum tax rate of at least 15% for MNEMNEs with an annual global turnover exceeding €750 million (Pillar Two). On December 12, 2022, the European Union reached an agreement to implement the Pillar Two directive of the OECD’s reform of international taxation at the European Union level. The agreement affirms that all Member States must transpose the Pillar Two directive by December 31, 2023. The rules were therefore applicable for fiscal years starting on or after December 31, 2023. Ireland, Czech Republic, and certain jurisdictions in which we operate have enacted legislation to implement Pillar Two and other countries are actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals. The enactment of Pillar Two legislation is not expected to have a material adverse effect on our effective tax rate and Condensed Consolidated Financial Statements in the near term. Moreover, in June 2025, the G7 agreed to exclude United States MNEs from certain aspects of the Pillar Two global minimum tax rules (the G7 Statement) in exchange for the United States not imposing retaliatory taxes in the Act. We will continue to monitor and reflect the impact of such legislative changes, including the G7 Statement, which has not yet been incorporated into the OECD framework, in future Condensed Consolidated Financial Statements as appropriate.
Based on past performance and current expectations, we believe that our existing cash and cash equivalents, together with cash generated from operations, amounts available under our Revolving Facility and our future refinancing plans related to our upcoming maturities, will be sufficient to meet our working capital needs, support on-going business activities and finance the expected synergy costs related to theour acquisition of MoneyLionacquisitions through at least the next 12 months and to meet our known long-term contractual obligations. We are currently not aware of any trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way that will impact our capital needs during or beyond the next 12 months. However, our future liquidity and capital requirements may vary materially from those as of JanuaryJuly 2,3, 2026, depending on several factors, including, but not limited to, economic conditions; political climate; the expansion of sales and marketing activities; the costs to acquire or invest in businesses; outcome of income tax audits with relevant tax authorities; resolution of legal proceedings, including, but not limited to, regulatory proceedings, claims, mediations, arbitrations and litigation; and the risks and uncertainties discussed in “Risk Factors” in Part II, Item 1A below.
Net cash provided by operating activities of $1,066$434 million for the ninethree months ended JanuaryJuly 2,3, 2026 was primarily comprised of net income adjusted for the net effect of non-cash items. Changes in working capital sources and uses of cash include decreases in Instacash Advances held for sale, contract liabilities, and accrued compensation and benefits offset by increases in other liabilities and income taxes payable, accounts receivable, net and accounts payable.
Net cash used in investing activities of $822$15 million for the ninethree months ended JanuaryJuly 2,3, 2026 was primarily related to the cash consideration paidpayments for our acquisitionoriginations of MoneyLion.notes receivables, partially offset by proceeds from principal repayments of notes receivables.
Net cash used in financing activities of $634$267 million for the ninethree months ended JanuaryJuly 2,3, 2026 was primarily due to mandatory and voluntary prepayments of our Term A and B Facilities, repurchases of common stock under our repurchase program andprogram, quarterly dividend payments.payments, Thisprincipal was partially offset by proceeds from the issuancepayments of our Incremental Term LoanA and B ofFacilities $741and million,tax netpayments related to vesting of debtstock issuance cost.units.
As of JanuaryJuly 2,3, 2026, we had cash and cash equivalents of $616$533 million, excluding restricted cash, of which $403$306 million was held by our foreign subsidiaries. Our cash,cash and cash equivalents and short-term investments are managed with the objective to preserve principal, maintain liquidity and generate investment returns. The participation exemption system under current U.S. federal tax regulations generally allows us to make distributions of non-U.S. earnings to the U.S. without incurring additional U.S. federal tax,tax; however, these distributions may be subject to applicable state or foreignnon-U.S. taxes.
We have an undrawn revolving credit facility of $1,494$1,495 million, net of our letters of credit, which expires in SeptemberMarch 2027.2031.
During the ninethree months ended JanuaryJuly 2,3, 2026 and DecemberJuly 27,4, 2024,2025, we executed repurchases of 164 million and 115 million of our common stock under our existing stock repurchase program for an aggregate amount of $434$100 million and $272$134 million, respectively.
As of JanuaryJuly 2,3, 2026, our total outstanding principal amount of indebtedness is summarized as follows. See Note 108 of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information on our debt.
The Amended Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including compliance with specified financial ratios.ratios, Asand ofincludes Januarya 2,springing 2026,maturity weprovision wereapplicable in compliance with all debt covenants. See Note 10 of the Notessolely to the CondensedExtended ConsolidatedTerm FinancialA Statements included in this Quarterly Report on Form 10-Q for further information regarding financial ratiosFacility and debtRevolving covenantFacility compliance.pursuant to which the obligations under such facilities may become due and payable prior to the stated maturity dates.
As of July 3, 2026, we were in compliance with all debt covenants. See Note 8 of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information regarding our debt, including applicable financial ratios, debt covenant compliance and the springing maturity provision applicable to the Extended Term A Facility and Revolving Facility.
On FebruaryAugust 5,6, 2026, we announced a cash dividend of $0.125 per share of common stock to be paid in MarchSeptember 2026. Any future dividends and dividend equivalents will be subject to the approval of our Board of Directors.
Under our stock repurchase program, we may purchase shares of our outstanding common stock on the open market (including through trading plans intended to qualify under Rule 10b5-1 under the Exchange Act) and through accelerated stock repurchase transactions. As of JanuaryJuly 2,3, 2026, the remaining balance of our stock repurchase authorization was $2,294$1,994 million and does not have an expiration date. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions and other investment opportunities.
Our principal commitments consist of principal and interest payments related to our debt instruments, obligations under our purchase agreements, obligations under various non-cancellable leases and potential other legal contingencies. Due to the uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits and other long-term taxes as of JanuaryJuly 2,3, 2026, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $1,578$1,610 million in long-term income taxes payable has been excluded from our quarterly review of timing of contractual obligations.
GEN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 3,000 shares, about $81.2K) and open-market sales in 8 filings (3 insiders, 8 trade dates, 658,508 shares, about $18.8M; 1 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -655,508 (purchases minus sales); net value about -$18.8M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-09 | Vlcek Ondrej |
Grant/award | 9,072 | — | — |
| 2026-09-09 | Vlcek Ondrej |
Shares withheld for tax | 2,647 | $29.76 | $78.8K |
| 2026-09-09 | Smith Sherrese M |
Grant/award | 9,072 | — | — |
| 2026-09-09 | Smith Sherrese M |
Grant/award | 1,680 | — | — |
| 2026-09-09 | Heath Emily |
Grant/award | 9,072 | — | — |
| 2026-09-09 | Denzel Nora |
Grant/award | 9,072 | — | — |
| 2026-09-09 | Chrystal John C |
Grant/award | 9,072 | — | — |
| 2026-09-09 | Brandt Eric |
Gift | 8,822 | — | — |
| 2026-09-09 | Brandt Eric |
Grant/award | 9,072 | — | — |
| 2026-09-09 | Brandt Eric |
Gift | 8,822 | — | — |
| 2026-09-09 | Baudis Pavel |
Shares withheld for tax | 2,647 | $29.76 | $78.8K |
| 2026-09-09 | Baudis Pavel |
Grant/award | 9,072 | — | — |
| 2026-09-09 | Barsamian Sue |
Gift | 8,822 | — | — |
| 2026-09-09 | Barsamian Sue |
Grant/award | 9,072 | — | — |
| 2026-09-09 | Barsamian Sue |
Gift | 8,822 | — | — |
| 2026-09-04 | Ko Bryan Seuk |
Open-market sale |
28,248 | $30.67 | $866.4K |
| 2026-09-01 | Vlcek Ondrej |
Shares withheld for tax | 128 | $30.02 | $3.8K |
| 2026-08-27 | Vlcek Ondrej |
Open-market sale | 200,000 | $30.00 | $6.0M |
| 2026-08-25 | Vlcek Ondrej |
Open-market sale | 152,358 | $29.00 | $4.4M |
| 2026-08-21 | Vlcek Ondrej |
Open-market sale | 47,462 | $29.00 | $1.4M |
| 2026-08-19 | Vlcek Ondrej |
Open-market sale | 100,000 | $28.00 | $2.8M |
| 2026-08-17 | Witteveen Travis Michael |
Open-market sale | 440 | $28.06 | $12.3K |
| 2026-08-15 | Witteveen Travis Michael |
Grant/award | 440 | $24.21 | $10.7K |
| 2026-08-10 | Witteveen Travis Michael |
Open-market sale | 30,000 | $29.42 | $882.6K |
| 2026-06-10 | Vlcek Ondrej |
Open-market sale | 100,000 | $24.78 | $2.5M |
| 2026-06-04 | Chrystal John C |
Open-market purchase | 3,000 | $27.06 | $81.2K |
| 2026-06-01 | Vlcek Ondrej |
Shares withheld for tax | 128 | $27.76 | $3.6K |
| 2026-05-08 | Derse Natalie Marie |
Grant/award | 135,118 | — | — |
| 2026-05-08 | Ko Bryan Seuk |
Grant/award | 135,118 | — | — |
| 2026-05-08 | Pilette Vincent |
Grant/award | 498,896 | — | — |
| 2026-05-04 | Derse Natalie Marie |
Shares withheld for tax | 131,646 | $19.63 | $2.6M |
| 2026-05-04 | Derse Natalie Marie |
Option exercise | 243,878 | $19.63 | $4.8M |
| 2026-05-04 | Ko Bryan Seuk |
Option exercise | 182,909 | $19.63 | $3.6M |
| 2026-05-04 | Ko Bryan Seuk |
Shares withheld for tax | 98,735 | $19.63 | $1.9M |
| 2026-05-04 | Pilette Vincent |
Shares withheld for tax | 329,147 | $19.63 | $6.5M |
| 2026-05-04 | Pilette Vincent |
Option exercise | 695,051 | $19.63 | $13.6M |
| 2026-05-01 | Derse Natalie Marie |
Shares withheld for tax | 42,437 | $19.37 | $822.0K |
| 2026-05-01 | Ko Bryan Seuk |
Shares withheld for tax | 34,149 | $19.37 | $661.5K |
| 2026-05-01 | Pilette Vincent |
Shares withheld for tax | 118,346 | $19.37 | $2.3M |
Well-known investors holding GEN (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Starboard Value (Jeff Smith) | 2026-06-30 | 7,806,922 | $147.0M | — | Sold out |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 4,458,996 | $111.0M | 0.26% | Added 205% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 2,284,559 | $56.9M | 0.03% | Reduced 34% |
| Renaissance Technologies | 2026-06-30 | 1,044,438 | $19.7M | — | Sold out |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 646,124 | $16.1M | 0.01% | Added 37% |
| Millennium Management (Israel Englander) | 2026-06-30 | 434,914 | $10.8M | 0.01% | Reduced 71% |
| Two Sigma Investments | 2026-06-30 | 416,904 | $10.4M | 0.01% | Reduced 22% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 89,883 | $2.2M | 0.0% | Reduced 66% |
| Millennium Management (Israel Englander) | 2026-06-30 | 1,543,757 | $2.0M | 0.0% | Added 1% |
| D. E. Shaw & Co. | 2026-06-30 | 39,164 | $974.8K | 0.0% | Reduced 98% |