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

We face intense competition in all of our businesses, and we expect competition to continue to intensify in the future. Our competitors and potential competitors range from large and established entities to emerging start-ups.startups. Our competitors and other third parties may introduce superior products and services, successfully use and deploy new technologies such as AI that may reduce customer demand for our products or services, reduce prices, have greater technical, marketing and other resources, have greater name recognition, have larger installed bases of customers, have well-established relationships with our current and potential customers and partners, advertise aggressively or beat us to market with new products and services. In addition, we face competition from existing companies with large established consumer user bases and broad-based platforms, who may change or expand the focus of their business strategies and marketing to target our customers, including small and mid-market businesses, tax and personalconsumer financial managementfinance customers.

We also face competition from companies with a variety of business models and monetization strategies, including increased competition from providers of free and low costlow-cost offerings, particularly in our tax, accounting, payments and consumerpersonal finance platform businesses. We haveoffer alsoproducts introducedand services through a variety of business models, including free offerings in several categories,offerings, but we may not be able to attract and retain customers as effectively as our competitors with different business models. In addition, othercurrent providersand ofprospective customers may choose free offerings mayfrom competitors that provide features and experiences that we do not offer and customers who have formerly paid for our products and services may elect to use our competitors’ free offerings instead.offer. These competitive factors may diminish our revenue and profitability, and harm our ability to acquireacquire, engage, and retain customers.

Our consumer tax business also faces significant, increasingsignificant competition from the public sector, where we face the risk of federal and state taxing authorities implementing revenue-raising strategies that involve developing and providing government tax software or other government return preparation systems at public expense. These or similar programs have been and may continue to be introduced or expanded in the future, which may change the voluntary compliance tax system in ways that could cause us to lose customers and revenue. For example, although the IRS made available a free direct filing system andwas hassuspended, statedproponents itof willthese exploreprograms wayscontinue to expand eligibilityadvocate for the program, including partnering with more states.them. Additionally, the legacy IRS Free File Program enables the IRS to offer free commercial tax software directly to qualifying taxpayers, and taxpayer adoption of this program could expand with increased awareness of and government support for the program.

We operate in industries that are characterized by rapidly changing technology, evolving industry standards and frequent new product introductions. To meet the evolving needs and expectations of our customers and partners and attract and retain top technical talent, we must continue to innovate, develop and extend our platform, introduce new products, services, and features, and enhance our ability to anticipate and solve new and existing customer problems, including with emerging technologies, such as AI. If we are not able to do this successfully, we may face a competitive disadvantage and our business could be harmed. We have and will continue to devote significant resources to continue to develop our skills, tools and capabilities to capitalize on existing and emerging technologies, including AI. There can be no assurance that we or our customers will realize the expected benefits from these investments. Legislation or regulatory changes in these areas may mandate changes in our products that make them less attractive to users and hinder our ability to leverage emerging technologies and build out our platform capabilities. While we continue to enhance the AI capabilities of our offerings, there can be no assurance that our new or enhanced solutions and AI innovations will be successful, adopted, or monetizable or that we will innovate effectively to keep pace with the rapid evolution of AI across the industries in which we compete.

Our consumer and professional tax businesses depend significantly on revenue from customers who return each year to use our updated tax preparation and filing software and services. They include customers who use our free consumer tax products and whose tax scenarios evolve in subsequent years to require paid services. Similarly, our personal finance and money offerings depend on our ability to attract existing and prospective users to engage with our products over time in order to create opportunities to deliver additional value to users. Encouraging continued use of our offerings in successive years can become increasingly difficult if customers do not perceive our offerings to provide continuing or meaningfully incremental value. The growth of our business depends, in part, on our ability to successfully provide customers value in this way. In addition, when customers consent to the use of their data across our platform, we work to provide additional benefits to them through our existing offerings and through the development of new offerings. Our inability to demonstrate value of any of these offerings to existing customers may negatively impact our ability to build new data-driven offerings and our revenue.

Developing and maintaining awareness of our brands and platform strategy is critical to achieving widespread acceptance of our existing and future products and services and is an important element in attracting new customers and expanding our business with existing customers. Adverse publicity (whether or not justified) relating to events, activities, or views attributed to us, members of our workforce or Board of Directors, agents, third parties we rely on, or our users, may tarnish our reputation and reduce the value of our brands. Perceived social harm or unfairness of outcomes relating to the use of new and evolving technologies such as AI in our offerings, may result in reputational harm and liability, and may cause us to incur additional research and development costs to resolve such issues. Our brand value also depends on our ability to provide secure and trustworthy products and services, as well as our ability to protect and use our customers’ data in a manner that meets their expectations. In addition, a security incident that results in unauthorized disclosure of our customers’ sensitive data could cause material reputational harm. Damage to our reputation and loss of brand equity may reduce demand for our products or services and thus have an adverse effect on our future financial results, as well as require additional resources to rebuild our reputation and restore the value of the brands and could also reduce our stock price.

Our efforts related to environment, social, and governancesustainability matters expose us to risks that could adversely affect our reputation and performance.

Environmental, social and governanceSustainability matters continue to be an area of focus for shareholders,stockholders, regulators, customers, employees, and other stakeholders. Our efforts and reporting on these matters expose us to risks that could adversely affect our reputation, operations, and performance. This could happen if we fail, or are perceived to fail, to meet evolving and often conflicting stakeholder expectations or varying state or federal regulatory requirements, or to uphold or achieve our public commitments. Standards and best practices for tracking and reporting these matters continue to evolve and we may not be able to implement new and changing standards and best practices in ways that meet the varied expectations of all of our stakeholders. Any of the foregoing may also expose us to increased scrutiny from stakeholders and negatively impact demand for our products, our ability to attract and retain talent or our relationships with customers, suppliers or other stakeholders.

•risks associated with businesses we acquire or invest in, including brand and reputational harm, which may differ from or be more significant than the risks our other businesses face;

•to the extent we use debt to fund acquisitions or for other purposes, our interest expense and leverage will increase significantly, and to the extent we issue equity securities as consideration in an acquisition, current shareholders’stockholders’ percentage ownership and earnings per share will be diluted.

In addition, any acquisition or divestiture that we announce may not be completed if closing conditions are not satisfied. Evolving regulatory expectations and changes in the political environment may make it more challenging to obtain any required regulatory approval. Because acquisitions and divestitures are inherently risky, our transactions may not be successful and may, in some cases, harm our operating results or financial condition. In particular, if we are unable to successfully operate together with any company that we acquire to achieve shared growth opportunities or combine reporting or other processes within the expected time frame or at all, there may be a material and adverse effect on the benefits that we expect to achieve as a result of the acquisition, and we could experience additional costs or loss of revenue. Moreover, adverse changes in market conditions and other factors, including those listed above, may cause an acquisition to be dilutive to Intuit’s operating earnings per share for a period of time. Any dilution of our non-GAAP diluted earnings per share could cause the price of sharesour ofcommon Intuit Common Stockstock to decline or grow at a reduced rate.

We host, collect, use and retain large amounts of sensitive and personal customer and workforce data,information, including credit card information, tax return information, bank account numbers, credit report information, login credentials and passwords, personal and business financial data, transaction records, social security numbers and payroll information, as well as our confidential, nonpublic business information. The significant resources we expend to implement security protections designed to shield this data against potential theft and security incidents cannot provide absolute security.

Our technologies, systems, and networks have been subject to, and are increasingly likely to continue to be the target of, cyberattacks, computer viruses, ransomware or other malware, worms, social engineering, malicious software programs, insider threats, denial-of-service attacks and other cybersecurity threats that have in the past, and could in the future, result in the unauthorized release, gathering, monitoring, use, loss or destruction of sensitive and personal datainformation of our customers and our workforce, or Intuit's sensitive business data or cause temporary or sustained unavailability of our data, software, and systems. Cybersecurity incidents can be caused by malicious third parties, acting alone or in groups, or more sophisticated organizations, including nation-states or state-sponsored organizations, and the risks could be elevated in connection with significant armed conflicts, acts of war or terrorism. Customers who fail to update their systems, continue to run software that we no longer support, fail to install security patches on a timely basis or inadequately use security controls create vulnerabilities and make it more difficult for us to detect and prevent these kinds of attacks. Further, we are increasingly incorporatingincorporate open source software into our products, and there may be vulnerabilities in open source software that make it susceptible to cyberattacks. Our use of AI in our internal operations and technologies may also create new vulnerabilities or methods of attack. In addition, techniques used to obtain unauthorized access to sensitive information change frequently and, as technologies like AI develop rapidly, malicious third parties are using these technologies to create new sophisticated attack methods that are increasingly automated, targeted and coordinated and more difficult to defend against. We have been and may in the future be a more frequent target of cyberattacks because cyber-criminals tend to focus their efforts on well-known offerings that are popular among customers and hold sensitive personal or financial information.

Criminals may also use stolen identity information obtained outside of our systems to gain unauthorized access to our customers’ data. We have experienced such instances in the past and as the broader accessibility of stolen identity information increases, we may experience further instances of unauthorized access to our systems through the use of stolen identity information of our customers or our workforce in the future. Further, our customers may choose to use the same login credentials across multiple products and services unrelated to our products. Such customers’ login credentials may be stolen from products offered by third-party service providers unrelated to us and the stolen identity information may be used by a malicious third party to access our products, which could result in disclosure of confidential information. In addition, our hybrid workplace model, where our workforce spends a portion of their time working away from our offices, increases the potential for attacks and adds operational complexity that exacerbates our security-related risks.

Additionally, ourOur use of Credit Karma memberuser data is also subject to an order issued in 2014 by thea Federal Trade Commission (FTC) that,order among other things,that requires maintenance of a comprehensive security program relating to the development and management of new and existing products and services and biennial independent security assessments forthrough 20 years from the date of the order.2034. Our failure to fulfill the requirements of the FTC’s order could result in fines, penalties, enforcement inquiries, investigationsaction, and claims,reputational and negatively impact our business and reputation.harm.

It is possible that malicious third parties may misrepresent their intended use of data or may circumvent our controls, resulting in accidental or intentional disclosure or misuse of our customer or workforce data,information, despite our efforts to conduct background checks of our workforce, conduct reviews of partners, developers, and vendors and use commercially available technologies to limit access to systems and data. Further, while we conduct due diligence on the security and business controls of our third-party partners, we may not have the ability to effectively monitor or oversee the implementation of these control measures. Malicious third parties may be able to circumvent these security and business controls or exploit vulnerabilities that may exist in these controls, resulting in the disclosure or misuse of sensitive business and personal customer or workforce information and data. In addition, malicious actors may attempt to use the information technology supply chain to compromise our systems by, for example, introducing malware through software updates. We cannot guarantee that third parties and infrastructure in our information technology supply chain have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of our systems and networks. This risk is exacerbated with the advancement of technologies like AI, which malicious third parties are using to create new, sophisticated and more frequent attacks on our third-party partners.

A security incident involving third parties we rely on may have serious negative consequences for our businesses, including disclosure of sensitive customer or workforce data,information, or confidential or competitively sensitive information regarding our business, including intellectual property and other proprietary data; make our products more vulnerable to fraudulent activity; cause temporary or sustained unavailability of our software and systems; result in possible litigation, fines, penalties and damages; result in loss of customer confidence; cause material harm to our reputation and brands; lead to further regulation and oversight by federal or state agencies; result in an adverse financial condition; and result in a reduced stock price.

Many of the industries in which we operate have been experiencing an increasing amount of fraudulent activities by malicious third parties, and those fraudulent activities are becoming increasingly sophisticated, including through the use of AI. We have been and may from time to time become targeted by such malicious third parties engaging in fraudulent activities. Any such fraudulent activities may adversely impact our business, and the risk is heightened when our workforce is working away from our offices under our hybrid work model.business. In addition to any losses that may result from such fraud, which may be substantial, a loss of confidence by our customers or by governmental agencies in our ability to prevent fraudulent activity may seriously harm our business and damage our brand. If we cannot adequately combat such fraudulent activity, governmental authorities may refuse to allow us to continue to offer the affected services, or these services may otherwise be adversely impacted, which could include federal or state tax authorities refusing to allow us to process our customers’ tax returns electronically, resulting in a significant adverse impact on our business, earnings, and revenue. As fraudulent activities become more pervasive and increasingly sophisticated, our fraud detection and prevention measures, and the teams that create and maintain them, must become correspondingly more sophisticated to combat them across the various industries in which we operate. Accordingly, we have implemented and may continue to implement risk control mechanisms that could make it more difficult for legitimate customers to obtain and use our products. These control mechanisms could result in lost revenue and negatively impact our earnings.

Our operations process a significant volume and dollar value of transactions on a daily basis, especially in our money and personal financial management businesses.offerings. It is possible that we may make errors or that funds may be misappropriated due to fraud despite our efforts to ensure that effective processing systems and controls are in place to handle transactions appropriately. The likelihood of any such error or misappropriation is magnified as we increase the volume and speed of the transactions we process. If we are unable to effectively manage our systems and processes, or if there is an error in our products, we may be unable to process customer data in an accurate, reliable and timely manner, which may harm our reputation, the willingness of customers to use our products, and our financial results. In our payments processing service business, if a disputed transaction between a merchant and its customer is not resolved in favor of the merchant, we may be required to pay those amounts to the payment or credit card network and these payments may exceed the amount of the customer reserves established to make such payments.

Our reputation and ability to attract, retain and serve our customers is dependent upon the reliable performance of our products and our underlying technical infrastructure. As we continue to grow our online services, we become more dependent on the continuing operation and availability of our information technology and communications systems and those of our external service providers, including, for example, third-party Internet-based or cloud computing services.services and large language models. We do not have redundancy for all of our systems, and our disaster recovery planning may not account for all eventualities. WeFor example, we have designed a significant portion of our software and computer systems to utilize data processing and storage capabilities provided by public cloud providers. If any public cloud service that we use is unavailable to us for any reason, our customers may not be able to access certain of our cloud products or features, which could significantly impact our operations, business, and financial results.

Our business operations, information technology and communications systems are vulnerable to damage or interruption from natural disasters, effects of climate change, human error, malicious attacks, fire, power loss, telecommunications failures, computer viruses and malware, computer denial of service attacks, terrorist attacks, public health emergencies and other events beyond our control. For example, we operate under a hybrid workplace model where our workforce spends a portion of their time working in our offices and a portion of their time working away from our offices. This model has introduced risks of disruptions to our operations, which may impair our ability to perform critical functions or could make it considerably more difficult to develop, enhance and support our products and services.

We rely on our network infrastructure, data hosting, public cloud, and software-as-a-service providers, and internal technology systems for many of our development, marketing, operational, support, sales, accounting, and financial reporting activities. We are continually investing resources to update and improve these systems and environments in order to meet existing needs, as well as the growing and changing requirements of our business and customers.customers, including the integration of AI into our internal operations and technologies. If we experience prolonged delays or unforeseen difficulties in updating and upgrading our systems and architecture, we may experience outages, defects or other performance problems, and may not be able to deliver certain offerings or develop new offerings and enhancements that we need to remain competitive. Such improvements and upgrades are often complex, costly,costly and time consuming. In addition, such improvements can be challenging to integrate with our existing technology systems, or may uncover problems with our existing technology systems. Unsuccessful implementation of hardware or software updates and improvements could result in outages, disruption in our business operations, loss of revenue, or damage to our reputation.

Our growth is increasingly dependent on the strength of our business relationships and our ability to continue to develop, manage and maintain new and existing relationships with third-party partners. We rely on various third-party partners, including software and service providers, platforms, suppliers, credit reporting bureaus, vendors, manufacturers, distributors, accountants, contractors, financial institutions, core processors, licensing partners and development partners, among others, in many areas of our business in order to deliver our offerings and operate our business. Credit Karma generates revenue from its relationships with financial institutions and other partners, which are subject to particular risks that affect their willingness to offer their products on Credit Karma's platform, such as adverse economicmacroeconomic conditions, evolving limitations on their capacity to offer products on the platform, the introduction of competing products on their platforms, and an increasing complexity in the regulatory environment. We also rely on third parties to support the operation of our business by maintaining our physical facilities, equipment, power systems and infrastructure. In certain instances, these third-party relationships are sole source or limited source relationships and can be difficult to replace or substitute depending on the level of integration of the third party’s products or services into, or with, our offerings and/or the general availability of such third party’s products and services. In addition, there may be few or no alternative third-party providers or vendors in the market. Further, there can be no assurance that we will be able to adequately retain third-party contractors engaged to help us operate our business.

Additionally, the business operations of our third-party partners and the third-party partners who support them have been and could continue to be disrupted, including as a result of major technical outages, uncertain macroeconomic conditions, such as trade wars, and global health crises, such as pandemics and endemics.pandemics. If our third-party partners are unable to help us operate our business or prevent us from delivering critical services to our customers or accepting and fulfilling customer orders, our business and financial results may be negatively impacted. The failure of third parties to provide acceptable and high quality products, services and technologies or to update their products, services and technologies may result in a disruption to our business operations and our customers, which may reduce our revenues and profits, cause us to lose customers and damage our reputation. Alternative arrangements and services may not be available to us on commercially reasonable terms or at all, or we may experience business interruptions upon a transition to an alternative partner.

As we cannot control the day-to-day practices of our suppliers and business partners, we cannot ensure their compliance with the law and our policies regarding workplace and employment practices, data use and security, environmental compliance, intellectual property licensing, and other applicable regulatory and compliance requirements. Nevertheless, any such actions taken by our third-party partners may be associated with our brands and platform. Any violation of laws or implementation of practices regarded as unethical could result in supply chain disruptions, canceled orders, terminations of or damage to key relationships, and damage to our reputation.

We increasingly utilize thethird-party distributionplatforms, platformssuch of third parties likeas Apple’s App Store andStore, Google’s Play StoreStore, AI platforms and other digital channels, for the discovery and distribution of certain of our offerings, benefiting from the strong brand recognition and large user base of these distribution platforms to attract new customers. However, the platform owners have wide discretion to change the pricing structure, terms of service and other policies withor respectpractices tothat uscan andaffect otherthe developers.visibility or the availability of our offerings. Any adverse changes by these third parties could adversely affect our financial results.

Much of our future success depends on the continued service and availability of skilled employees, including members of our executive teamteam, and individuals in technical and other key positions. Experienced individuals with expertise in software as a service, financial technology, mobile technologies, data science, AI, and cybersecurity are in high demand. We have faced and will continue to face intense competition globally to attract and retain a diverse workforce with these and other skills that are critical to our success. This is especially the case in California and India where a significant number of our employees are located. In cases where existing employees cannot be effectively developed to meet evolving business needs, our ability to attract and retain top-tier talent becomes even more important. The compensation and incentives we have available to attract, retain and motivate employees may not meet the expectations of current and prospective employees as the competition for talent intensifies. For example, our equity awards may become less effective if our stock price decreases or increases at a slower rate than our talent competitors. In addition, our ability to issue significant additional equity to attract or retain employees may be limited by the risks of dilution to our existing stockholders and the related increase in our expenses. We may experience higher compensation costs to retain and recruit senior management and highly-skilled employees that may not be offset by improved productivity or revenue. Other factors may make it more challenging for us to continue to successfully attract, retain and develop key employees.

We continue to build and significantly invest in systems and tools that incorporate AI technologies, including GenAIagentic and generative AI for customers, experts, our workforce, and our workforce.internal business operations. We also use third parties to support this work. Developing, testing, and deploying resource-intensive AI systems may require additional investment and increase our costs. If we are unable to realize the benefits of these investments, our business and financial performance could be harmed. As with many innovations, AI presents risks, uncertainties, and challenges that could adversely impact our business. The development, adoption, and use forof GenAIAI technologies are still in their early stages, and ineffective or inadequate AI development or deployment practices by Intuit or third-party developers or vendors could result in unintended consequences. For example, AI algorithms that we use may be flawed or may be based on datasets that are biasedbiased, inaccurate or insufficient. In addition, any latency, disruption, or failure in our AI systems or infrastructure could result in delays or errors in our offerings. Developing, testing, and deploying resource-intensive AI systems may require additional investment and increase our costs. There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI. In addition, third parties may deploy AI technologies in a manner that reduces customer demand for our products and services. Any of the foregoing may result in decreased demand for our products or harm to our business, results of operations or reputation.

The legal and regulatory landscape surrounding AI technologies is complex, rapidly evolving and uncertain including in the areas of intellectual property, cybersecurity, and privacy and data protection. In addition, there is uncertainty around the validity and enforceability of intellectual property rights related to our use, development, and deployment of AI. Compliance with new or changing laws, regulations, or industry standards relating to AI may impose significant operational costs and may limit our ability to develop, deploy,deploy or use AI technologies. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

Our customers rely on the accuracy of our offerings. All of our tax products and many of our non-tax products have rigid development timetables that increase the risk of errors in our products and the risk of launch delays. Our tax preparation software product development cycle is particularly challenging due to the need to incorporate unpredictable, ambiguous, and potentially late tax law and tax form changes each year and because our customers expect high levels of accuracy and a timely launch of these products to prepare and file their taxes by the tax filing deadline. Due to the complexity of our products and the condensed development cycles under which we operate, our products have in the past, and may contain in the future unexpected errors that could interfere with the operation of the software or result in incorrect calculations. The complexity of the tax laws on which our products are based may also make it difficult for us to consistently deliver offerings that contain the features, functionality and level of accuracy that our customers expect. When we encounter problems, we may be required to modify our code, work with state tax administrators to communicate with affected customers, assist customers with amendments, distribute patches to customers who have already purchased the product and recall or repackage existing product inventory in our distribution channels. If we encounter development challenges or discover errors in our products either late in our development cycle or after release, it may cause us to delay our product launch date or suspend product availability until such issues can be fixed. Any major defects, launch delays or product suspensions may lead to loss of customers and revenue, negative publicity, customer and employee dissatisfaction, reduced retailer shelf space and promotions, and increased operating expenses, such as inventory replacement costs, legal fees or other payments, including those resulting from our accuracy guarantee in our tax preparation products. For example, an error in our tax products could cause a compliance error for taxpayers, including the over or underpayment of their federal or state tax liability. While our accuracy guarantee commits us to reimburse penalties and interest paid by customers due solely to calculation errors in our tax preparation products, such errors may result in additional burdens on third parties that we may need to address or that may cause us to suspend the availability of our products until such errors are addressed. This could also affect our reputation, the willingness of customers to use our products, and our financial results. Further, as we developconnect our platformcustomers to connect people to experts, such as connecting TurboTax customers withlive tax experts throughand bookkeepers on our TurboTax Live offering, or connecting QuickBooks customers with bookkeepers through our QuickBooks Live offering,platform, we face the risk that these experts may provide advice that is erroneous, ineffective or otherwise unsuitable. Any such deficiency in the advice given by these experts may cause harm to our customers, a loss of customer confidence in our offerings or harm to our reputation or financial results. Moreover, as we continue to incorporate emerging technologies, like AI, into our offerings, they may not function as designed or have unintended consequences, any of which could subject us to new or enhanced competitive harm, legal liability, regulatory scrutiny or reputational harm.

The legal and regulatory environment in which we operate is complex, varies across jurisdictions and is subject to frequent change and evolving interpretations. New or amended laws, regulations, executive orders, directives, policies, and enforcement priorities may also be introduced. These dynamics affect our business. As we expand our offerings and evolve our business models, we have, and may in the future, become subject to additional regulatory requirements and heightened regulatory scrutiny. Our ability to adopt emerging technologies, including AI, and to innovate for our customers and operate our business may be harmed by the uncertainty and complexity created by the evolving legal and regulatory environment. For example, in February 2025, the European Union's Artificial Intelligence Act (AI Act) went into force regulating AI systems that affect individuals located in the EU. Additionally, countries and states are applying their data and consumer protection laws to AI and/or enacting or considering legal frameworks on AI, including Utah, Colorado, and California. Compliance with these laws, and similar emerging laws, may add significant costs to our business and may require us to change certain business practices to comply. In addition, some of our offerings, such as our lending and payments products, require licenses to operate. Our inability to obtain or maintain a license, or to comply with current or new license requirements, may materially harm our ability to operate in specific jurisdictions or subject us to regulatory fines or penalties.

Any perceived or actual failure to comply with applicable laws, regulations, and rules, including new interpretations of existing laws, regulations, and rules, could negatively impact our reputation, expose us to legal liability, fines, penalties, or require us to change our offerings or business operations. In addition, evolving laws, regulations, and rules may require us to modify our business practices or compliance programs in order to continue operating our businesses. Regulatory or legislative changes and other actions that materially affect our business may be announced with little or no advance notice, and we may be unable to respond quickly.effectively. As a result, we may face increased operating costs, reduced revenue opportunities, and may be unable to mitigate some or all of the adverse impacts those changes may cause. Any of the foregoing may adversely affect our ability to operate and may harm our results of operations.

Regulations related to data privacy, cybersecurity, the collection, processing, storage, transfer and use of data, and the use of AI are evolving.evolving and becoming increasingly complex and fragmented. Many jurisdictions in which we operate globally have enacted, or are in the process of enacting, data privacy legislation or regulations aimed at creating and enhancing individual privacy rights. For example, the General Data Protection Regulation (GDPR) regulates the collection, use, and retention of personal information by our offerings in the EU. In addition, in the absence of a unified federal privacy standard, a growing number of U.S. states have enacted or introduced data privacy laws and regulations. Several countries have established specific legal requirements for cross-border data transfers and governmental authorities and privacy advocates around the world continue to propose new regulatory actions concerning data protection. Moreover, several jurisdictions are implementing or considering regulatory frameworks for AI that implicate data protection laws.

In addition, the evolution of global privacy treaties and frameworks has created compliance uncertainty and increased complexity. For example,While the judicial invalidation of the EU-U.S. Privacy Shield and Safe Harbor frameworks that we relied on to transfer data created additional compliance challenges for the transfer of EU personal data to the U.S. While a new EU-U.S. Data Privacy Framework currently provides a basis for us to transfer personal data from the European Union to the U.S., the future of this framework is uncertain because it faces legal challenges in the European courts.

Each of these privacy, security and data protection requirements could impose significant limitations on us, require changes to our business practices, require notification to customers, workers, and others of a security incident, restrict our use or storage of personal information, limit our use of third-party tools and vendors, or cause changes in customer purchasing behavior that may make our business more costly, less efficient or impossible to conduct, and may require us to modify our current or future products or services, which may make customers less likely to purchase our products and may harm our future financial results. Additionally, any actual or alleged noncompliance with these laws and regulations, or failure to meet evolving customer expectations could result in negative publicity or harm to our reputation and subject us to investigations, claims or other remedies, including demands that we modify or cease existing business practices, and expose us to significant fines, penalties and other damages. We have incurred, and may continue to incur, significant expenses to comply with existing privacy and security standards and protocols imposed by law, regulation, industry standards or contractual obligations.

We are subject to various legal proceedings (including class action lawsuits), claims and regulatory inquiries that have arisen out of the ordinary conduct of our business and are not yet resolved and additional proceedings, claims and inquiries may arise in the future. The number and significance of these proceedings, claims and inquiries may increase as our businesses evolve.evolve and the enforcement of priorities of regulatory agencies change. Any proceedings, claims or inquiries initiated by or against us, whether successful or not, may be time consuming; result in costly litigation, damage awards, consent decrees, injunctive relief or increased costs of business; require us to change our business practices or products; require significant amounts of management time; result in diversion of significant operations resources; or otherwise harm our business and future financial results. For further information about specific litigation, see Part I, Item 3, “Legal Proceedings.”

An increasing number of states and foreign jurisdictions have adopted laws or administrative practices that impose new taxes on all or a portion of gross revenue or other similar amounts or impose additional obligations to collect transaction taxestaxes, such as sales, consumption, value added, or similar taxes. We may not have sufficient lead time to build systems and processes to collect these taxes properly, or at all. Failure to comply with such laws or administrative practices, or a successful assertion by such states or foreign jurisdictions requiring us to collect taxes where we do not, could result in material tax liabilities, including for past sales, as well as penalties and interest.

Adverse macroeconomic conditions, and perceptions or expectations about current or future conditions, such as volatility or distress in the financial markets, recession or inflationary pressures, slowing growth, rising interest rates, rising unemployment, rising consumer debt levels, reduced consumer confidence or economic activity, government fiscal and tax policies, U.S. and international trade relationships, government shutdowns and austerity programs could negatively affect our business and financial condition. These macroeconomic conditions or global events, such as political instability, sanctions, and war, have caused, and could, in the future, cause disruptions and volatility in global financial markets, increased rates of default and bankruptcy, decreases in consumer and small business spending and other unforeseen consequences. It is difficult to predict the impact of such events on our partners, customers, members,users, or economic markets more broadly, which have been and will continue to be highly dependent upon the actions of governments and businesses in response to macroeconomic events, and the effectiveness of those actions. Additionally, adverse developments that affect financial institutions, such as bank failures, or concerns or speculation about similar events or risks, could lead to liquidity challenges and further instability in the financial markets, which may in turn cause third parties, including customers, to become unable to meet their obligations under various types of financial arrangements. Moreover, because the majority of our revenue is derived from sales within the U.S., economic conditions in the U.S. have an even greater impact on us than companies with a more diverse international presence. Macroeconomic conditions, and perceptions or expectations about current or future conditions, could cause potential new customers not to purchase or to delay purchasing our offerings, and could cause our existing customers to discontinue purchasing or delay upgrades of our existing offerings. Some financial institutions and other partnersentities have in the past decreased or suspended their activity on Credit Karma’s platform and could do so in the future. In addition, increased interest rates may make offers from Credit Karma’s partners less attractive to Credit Karma's members.users. MembersUsers may decrease their engagement on the platform or their creditworthiness could be negatively impacted, reducing members'users' ability to qualifyqualify, or to receive attractive or favorable terms, for platform offerings, such as credit cards and loans. Decreased consumer spending levels could also reduce payment processing volumes, causing reductions in our payments revenue. High unemployment and changes in the tax code and the government programs that are administered by tax authorities have caused, and could in the future cause, a significant decrease in the number of tax returns filed, which may have a significant effect on the number of tax returns we prepare and file. In addition, weakness in our end-user markets could negatively affect the cash flow of our distributors who could, in turn, delay paying their obligations to us, which could increase our credit risk exposure and cause delays in our recognition of revenue or future sales to these customers. Adverse economic conditions may also increase the costs of operating our business, including vendor, supplier and workforce expenses. Additionally, any inability to access the capital markets when needed due to volatility or illiquidity in the markets or increased regulatory liquidity and capital requirements may strain our liquidity positions. Such conditions may also expose us to fluctuations in foreign currency exchange rates or interest rates that could materially and adversely affect our financial results. Any of the foregoing could harm our business and negatively impact our future financial results.

We provide access to capital to small and mid-market businesses,businesses and consumers, which exposes us to risk, and may cause us material financial or reputational harm.

We provide qualified small and mid-market businesses and consumers with access to capital from third-party lenderslenders, including term loans, lines of credit and thenbusiness wecredit cards. We purchase some or all of those loans from the lender. This activity exposes us to the risk of the borrowers’ inability to repay such loans.loans or fraudulent activity in applying for such products. We have entered into credit arrangements with financial institutions as a source of funding to purchase some or all of the loans. Any termination or interruption in the financial institutions’ ability to lend to us could interrupt our ability to provide capital to these businesses.borrowers. Further, the credit decisioning, pricing, loss forecasting, scoring and other models used to evaluate loan applications may contain errors or may not adequately assess creditworthiness of the borrowers, or may be otherwise ineffective, resulting in incorrect approvals or denials of loans. It is also possible that loan applicants could provide false or incorrect information. Moreover, adverse macroeconomic conditions, such as inflation and rising interest rates, have impacted and may continue to impact theseboth businesses,small whichand aremid-market disproportionatelybusinesses adverselyand affected by economic downturns,consumers, and may increase the likelihood that the borrowers are unable to repay their loans. These risks are exacerbated as we expand into new products and customer segments. If any of the foregoing events were to occur, our reputation, relationships with borrowers, collections of loans receivable and financial results could be harmed.

In addition, changes by any rating agency to our credit rating may negatively impact the value and liquidity of both our debt and equity securities. If our credit ratings are downgraded or other negative action is taken, the interest rate payable by us under our unsecured revolving credit facility may increase. In addition, adverse economic conditions or any downgrades in our credit ratings may affect our ability to obtain additional financing in the future and may negatively impact the terms of any such financing. There can be no assurance that any refinancing or additional financing would be available on terms that are favorable or acceptable to us, if at all. For further information about our indebtedness, see Part II, Note 7 to the consolidated financial statements in Item 8 of this Annual Report.

Our stock price is subject to changes in recommendations or earnings estimates by financial analysts, changes in investors’ or analysts’ valuation measures for our stock, our credit ratings and market trends unrelated to our performance.performance, including perceptions about the impact of evolving technologies, including AI, on our business. Furthermore, speculation in the press or investment community about our strategic position, financial condition, results of operations, business, security of our products, or legal proceedings can cause changes in our stock price. These factors, as well as general economic and political conditions, including the effects of a general slowdown in the global economy, inflationary pressures, pandemics and endemics,pandemics, significant armed conflicts, acts of war and terrorism, and the timing of announcements in the public market regarding new products, product enhancements or technological advances by our competitors or us, and any announcements by us of acquisitions, major transactions, or management changes may cause volatility in our stock price. Moreover, inflationary pressures, pandemics and endemics,pandemics, and significant armed conflicts, acts of war and terrorism have caused, and in the future may cause, increased volatility in the global financial markets and, in turn, our stock price. Further, any changes in the amounts or frequency of share repurchases or dividends may also adversely affect our stock price. A significant drop in our stock price could expose us to the risk of securities class action lawsuits, which may result in substantial costs and divert management’s attention and resources, which may adversely affect our business.

In JulyMay 2024,2026, our management approved, committed to,approved and initiated a plan of reorganization (the 2026 Plan) to simplify the company’s organizational structure and become a faster, leaner, more focused oncompany. reallocatingAs resourcespart toof the 2026 Plan, we are reducing our keyfull-time growth areas. The Plan included the exit of employeesworkforce and theare closing of real estatecertain sites in certain marketsservice to support growing technology teams and capabilities in strategic locations. TheWe expect the actions associated with the 2026 Plan wereto be substantially complete inby the first quarter of fiscal 2025.2027. Total restructuring costs associated with the 2026 Plan wereare $238estimated to be approximately $315 million. During the twelve months ended July 31, 2025 and 2024,2026, we recorded chargesa $293 million charge in connection with the Plan2026 ofPlan. $15This millioncharge and $223 million, respectively. These charges arewas primarily related to severance and employee benefits and arewas recorded to restructuring in our consolidated statements of operations. See Note 15 to the consolidated financial statements in Item 8 of this Annual Report for more information.

AI,Existing and emerging technologies, including GenAI, predictive AI, and agentic AI, isare transforming multiple industries, in particular financial technology. Disruptive start-ups,startups, emerging ecosystems, and mega-platforms are harnessing new technology to create personalized experiences, deliver predictive and data-driven insights, perform and automate tasks, and increase speed of service. These shifts are creating a more dynamic and highly competitive environment where customer needs and expectations are shifting around the worldevolving as more services become digitizeddigitized, intelligent, and automated, and the array of choices continues to increase.

OurWithin our Consumer segment, our TurboTax and ProTax offerings have a significant and distinct seasonal pattern as sales and revenue from our income tax preparation products and services are typically heavily concentrated in the period from November through April. This seasonal pattern typically results in higher net revenues during our second and third quarters ending January 31 and April 30, respectively.

We expect the seasonality of ourthese Consumer and ProTax businessesofferings to continue to have a material impact on our quarterly financial results in the future.

Our growth strategy depends upon our ability to innovate, develop, and continue to introduce emerging technologies, including AI and GenAI,AI, to drive broad adoption of our products and services and enter new markets. Our future growth also increasingly depends on the strength of our third-party business relationships and our ability to continue to develop, maintain, and strengthen new and existing relationships. To remain competitive and continue to grow, we are investing significant resources in our product development, marketing, and sales capabilities, and we expect to continue to do so in the future. Much of ourOur future success also depends on our ability to continue to attract, retain, and develop highly skilled employees, including thoseindividuals in technical and leadership roles who are critical to the execution of our strategicgrowth growth,strategy, in a highly competitive talent environment.market.

As we offerexpand moreour portfolio of online services, the ongoingcontinued operation and availability of our platforms and systems and those of our external service providers ishave becomingbecome increasingly important. Because we help customers manage their financial lives, we face risks associated with the hosting, collection, use, and retention of personal customer information and data. We are investing significant management attention and resources in our information technology infrastructure and in our privacy and security capabilities, and we expect to continue to do so in the future.

We operate in industries that are experiencing an increasing amount of fraudulent activities by malicious third parties, and those fraudulent activities are becoming increasingly sophisticated, including through the use of AI.AI and other emerging technologies. We continue to invest and implement additional security measures,measures. and we continue toWe work with state and federal governments to implement industry-wide security and anti-fraud measures, including sharing information regarding suspicious activity. We continue to invest in security measures and toalso work with the broader industry and government to protect our customers against this type of fraud.

Our operations are impacted by a rapidly-evolvingrapidly evolving regulatory environment and face increasingly heightened scrutiny. We are subject to numerous federal, state, and local, as well asand foreign laws and regulations covering a broad and increasingexpanding range of subjects,subject matters, both in the United States (U.S.) and internationally.

The most important financial indicators that we use to assess our business are revenue growth for the company as a whole and for each reportable segment; operating income growth for the company as a whole; earnings per share; and cash flow from operations. We also track certain non-financial drivers of revenue growth and, when material, identify them in the applicable discussions of segment results below. Service offerings are a significant part of our business. OurIn fiscal 2026, our total service revenue was $16.4$18.9 billion, or 87%88% of our total revenue in fiscal 2025,revenue, and we expect our total service revenue as a percentage of our total revenue to grow over the long term.

We derive our revenue primarily from the sale of online servicesofferings such as tax, accounting, payroll, merchant payment processing services, delivery of qualified links, marketing automation, live expert advice, financing for small and mid-market businesses, and desktop software products, desktop software subscriptions, and financial supplies. Our contracts with customers often include promises to transfer multiple products and services, which are primarily recognized ratably over the relevant period or when the customer consumes the related service. In determining how revenue should be recognized, a five-step process is used, which requires judgment and estimates within the revenue recognition process. The primary judgments include identifying the performance obligations in the contract and determining whether the performance obligations are distinct. If any of these judgments were to change, it could cause a material increase or decrease in the amount of revenue we report in a particular period. For additional information, see “Description of Business and Summary of Significant Accounting Policies – Revenue Recognition” in Note 1 to the consolidated financial statements in Item 8 of this Annual Report.

As described in “Description of Business and Summary of Significant Accounting Policies – Goodwill, Acquired Intangible AssetsAssets, and Other Long-Lived Assets” in Note 1 to the consolidated financial statements in Item 8 of this Annual Report, in order to estimate the fair value of goodwill, we use a weighted combination of a discounted cash flow model (known as the income approach) and comparisons to publicly traded companies engaged in similar businesses (known as the market approach). The income approach requires us to use a number of assumptions, including market factors specific to the business, the amount and timing of estimated future cash flows to be generated by the business over an extended period of time, long-term growth rates for the business, and a rate of return that considers the relative risk of achieving the cash flows and the time value of money. We evaluate cash flows at the reporting unit level. Although the assumptions we use in our discounted cash flow model are consistent with the assumptions we use to generate our internal strategic plans and forecasts, significant judgment is required to estimate the amount and timing of future cash flows from each reporting unit and the relative risk of achieving those cash flows. When using the market approach, we make judgments about the comparability of publicly traded companies engaged in similar businesses. We base our judgments on factors such as size, growth rates, profitability, risk, and return on investment. We also make judgments when adjusting market multiples of revenue, operating income, and earnings for these companies to reflect their relative similarity to our own businesses. See Note 6 to the consolidated financial statements in Item 8 of this Annual Report for a summary of goodwill by reportable segment.

During the fourth quarters of fiscal 2025,2026, fiscal 2024,2025, and fiscal 2023,2024, we performed our annual goodwill impairment tests. Using the methodology described in “Description of Business and Summary of Significant Accounting Policies – Goodwill, Acquired Intangible AssetsAssets, and Other Long-Lived Assets,” in Note 1 to the consolidated financial statements in Item 8 of this Annual Report, we determined that the estimated fair values of all of our reporting units substantially exceeded their carrying values and that they were not impaired.

Total net revenue increased $2.5$2.6 billion, or 16%,14%, in fiscal 20252026 compared with fiscal 2024.2025. Our Global Business Solutions segment revenue increased 16% due to growth in our Online Ecosystem revenue.revenue Creditfrom Karmagrowth in QuickBooks Online Accounting, money, and payroll. Consumer segment revenue increased 32%11% due to strength in our Credit Karma personal loan, credit card, and auto insurance verticals.verticals Consumerand segmentgrowth in assisted tax and our consumer money offerings, partially offset by a decrease in revenue increased 10% due to growth in our higher-priced and additional service offerings, such asfewer TurboTax Livefederal and our early tax refund offerings.units. See “Segment Results” later in this Item 7 for more information.

Operating income increased $1.3$961 billion,million, or 36%,20%, in fiscal 20252026 compared with fiscal 2024.2025. The increase in operating income was due to the increase in revenue described aboveabove, partially offset by an increase in expenses. ExpensesTotal expenses increased due to increaseshigher inoutside services (which include hosting), staffing, restructuring, marketing, staffing,QuickBooks outsideCapital services,cost of revenue due to increased loan volume, share-based compensation, SaaS subscriptions and sales-relatedlicenses, expensesand partiallyonline offsetpayment bycost aof decrease in restructuring expenses.revenue. See “Operating Expenses” later in this Item 7 for more information. See Note 15 to the consolidated financial statements in Item 8 of this Annual Report for more information on our restructuring charges.

Net income increased $906$697 million, or 31%,18%, in fiscal 20252026 compared with fiscal 2024.2025. The increase in net income was due to the increase in operating income described above,above and an increase in interest and other income, partially offset by an increase in income tax expense. The increase in interest and other income is the result of $180 million in net realized and unrealized gains on long-term investments recorded in fiscal 2026 and $40 million in losses, net of upward adjustments, on long-term investments recorded in fiscal 2025. The increase in income tax expense is due to the increase in operating income described above and a decrease in excess tax benefitsshortfalls related to share-based compensation. Diluted net income per share increased 31%20% to $13.67$16.46 for fiscal 2025,2026, indue line withto the increase in net income.income and decrease in our weighted shares outstanding as a result of our increased share repurchase activity.

The information below is organized in accordance with our fourtwo reportable segments. All of our segments operate and sell to customers primarily in the U.S. Total international net revenue was approximately 8% of consolidated total net revenue in each of the twelve months ended July 31, 2026, 2025, 2024, and 2023.2024.

Segment operating income is segment net revenue less segment cost of revenue and operating expenses. We include expenses such as corporate selling and marketing, general and administrative, and non-employment related legal and litigation settlement costs, which are not allocated to specific segments, in unallocated corporate items as part of other corporate expenses. As part of our platform strategy, we also include customer success and product development for our Global Business Solutions, Consumer, and ProTax segments in unallocated corporate items as we do not allocate these expenses to the segments because they are managed at the platform level. Customer success includes the costs of tax and bookkeeping experts that support our TurboTax LiveExpert Assist, TurboTax Expert Full Service, and QuickBooksIntuit LiveExperts offerings. For our Credit Karma reportable segment, segment expenses include certain direct expenses related to selling and marketing, product development, and general and administrative. Unallocated corporate items for all segmentsalso include share-based compensation, amortization of acquired technology, amortization of other acquired intangible assets, goodwill and intangible asset impairment charges, professional fees and transaction chargescosts related to business combinations, and restructuring charges. These unallocated corporate costs for all segments totaled $8.7$10.3 billion in fiscal 2026, $9.3 billion in fiscal 2025, $8.0and $8.6 billion in fiscal 2024, and $7.0 billion in fiscal 2023.2024. Unallocated corporate items increased in fiscal 20252026 compared with fiscal 20242025 due to increases in cost of service revenue, research and development expense, andrestructuring generalcosts, and administrativecost expense,of partiallyservice offset by a decrease in restructuring costs.revenue. See Note 14 to the consolidated financial statements in Item 8 of this Annual Report for reconciliations of total segment operating income to consolidated operating income for each fiscal year presented.

•QuickBooks OnlineOnline, Intuit Enterprise Suite, and Intuit EnterpriseAccountant Suite financial and business management offerings;

•QuickBooks Workforce solutions, including QuickBooks Online Payroll and QuickBooks Time;

•Money offerings for businesses that use online offerings, which include merchant payment processing and bill pay services, and financing for small and mid-market businesses (QuickBooks Capital); and

•Mailchimp’s marketing automation offerings; andofferings.

•Desktop workforce solutions, including payroll products);

SegmentGlobal Business Solutions segment service revenue is primarily derived from our Online Ecosystem revenue and revenue from the services, support, and when-and-if-available product upgrades and enhancements that are provided as part of our QuickBooks Desktop subscriptions; services and support for our desktop payroll offerings, and merchant payment processing services. SegmentGlobal Business Solutions segment product and other revenue is primarily derived from revenue related to delivery of software licenses, version protection updates, and payroll software updates for our QuickBooks Desktop subscriptions and desktop payroll offerings, which are part of our Desktop Ecosystem.

Revenue for our Global Business Solutions segment increased $1.5$1.8 billion, or 16%, in fiscal 20252026 compared with fiscal 2024.2025. The increase was due to growth in Online Ecosystem revenue, which contributed to $1.4$1.6 billion ofto the increase for fiscal 2025.2026.

Online Ecosystem revenue increased $1.4$1.6 billion, or 20%,19%, in fiscal 20252026 compared with fiscal 2024.2025. QuickBooks Online Accounting revenue increased $741$931 million, or 22%,23%, in fiscal 20252026 compared with fiscal 20242025 due to the interrelated factors of higher effective prices, customer growth, and mix-shift.mix shift. Online Services revenue increased $669$685 million, or 19%,16%, in fiscal 20252026 compared with fiscal 20242025 due to increases in revenue from our money offerings of $379$434 million,million and our payroll offerings of $279 million, and Mailchimp of $20$266 million. Revenue increases were due to the interrelated factors described below. Money revenue increased $379$434 million due toreflecting a $242$257 million increase in payments revenue fromdriven by payments customer growth, an increase inhigher total payment volume per customer, and higher effectiverevenue payments prices,yield, and due to a $137$177 million increase from QuickBooks Capital.Capital due to increased loan volume. Online payroll revenue increased due to mix shift, customer growth, mix-shift, and higher effective prices. Mailchimp revenue increased due to higher effective prices.

Online Ecosystem average revenue per customer, which we define as total online ecosystem revenue divided by the average number of online paying customers, increased 14%15% for fiscal 20252026 compared with fiscal 2024.2025. Online ecosystemEcosystem paying customers, which we define as the sum of all QuickBooks Online paying customers, QuickBooks Time customers, Mailchimp paying customers, and customers who subscribe to standalone services outside of QuickBooks Online, increased 5%3% as of July 31, 20252026 compared with July 31, 2024.2025.

RevenueDesktop forEcosystem our ProTax segmentrevenue increased $22$171 million, or 4%,6%, in fiscal 20252026 compared with fiscal 20242025. The increase was due to higher averageeffective revenue per customer.prices.

ProTaxGlobal Business Solutions segment operating income increased $13$1.4 million,billion, or 3%,17%, in fiscal 20252026 compared with fiscal 20242025 due to the increase in revenue described above, partially offset by an increaseincreases in marketingQuickBooks Capital cost of revenue of $115 million due to increased loan volume, online payments cost of revenue of $80 million, staffing expenses of $6$70 million, and outside services expenses of $51 million.

InOn August 2024,1, 2025, we reorganized certain technologymarketing, communications, and customer success functions in our Global Business Solutions segment that support and benefit theour overall platform and are managed at the corporatethat level rather than at the segment level. AsAdditionally, acertain result,data these costs are no longer included in segment operating incomescience and analytics teams that were managed at the platform level are now includedmanaged inat otherthe corporatesegment expenses.level. ForWe have recast certain previously reported amounts to conform to these segment changes. As a result of these changes, for the twelve months ended July 31, 20242025 and 2023,2024, we reclassified $33expenses totaling $9 million and $34$16 million, respectively,million from ProTaxGlobal Business Solutions to other corporate expenses to conform to the current presentation.

Our stock price is subject to changes in recommendations or earnings estimates by financial analysts, changes in investors’ or analysts’ valuation measures for our stock, our credit ratings and market trends unrelated to our performance.performance, including perceptions about the impact of evolving technologies on our business. Furthermore, speculation in the press or investment community about our strategic position, financial condition, results of operations, business, security of our products, or legal proceedings can cause changes in our stock price. These factors, as well as general economic and political conditions, including the effects of a general slowdown in the global economy, inflationary pressures, pandemics and endemics, significant armed conflicts, acts of war and terrorism, and the timing of announcements in the public market regarding new products, product enhancements or technological advances by our competitors or us, and any announcements by us of acquisitions, major transactions, or management changes may cause volatility in our stock price. Moreover, inflationary pressures, pandemics and endemics, and significant armed conflicts, acts of war and terrorism have caused, and in the future may cause, increased volatility in the global financial markets and, in turn, our stock price. Further, any changes in the amounts or frequency of share repurchases or dividends may also adversely affect our stock price. A significant drop in our stock price could expose us to the risk of securities class action lawsuits, which may result in substantial costs and divert management’s attention and resources, which may adversely affect our business.

Effective August 1, 2025, we combined our Consumer, Credit Karma, and ProTax businesses into a single Consumer segment in order to better serve the diverse financial needs of our customers as one consumer platform. Our chief operating decision maker allocates resources and assesses segment performance using regularly provided segment revenue and segment operating income information under this updated segment structure. To align results under this segment change, certain selling and marketing, product development, and general and administrative expenses for Credit Karma that were managed at the segment level are now managed at the platform level and are included in other corporate expenses rather than in segment expenses. Also on August 1, 2025, we reorganized certain marketing, communications, and customer success functions in our Global Business Solutions segment that support and benefit our overall platform and are managed at that level rather than at the segment level. Additionally, certain data science and analytics teams that were managed at the platform level are now managed at the segment level. We have recast certain previously reported amounts to conform to these segment changes. As a result of these changes, for the three and sixnine months ended JanuaryApril 31,30, 2025, we reclassified expenses totaling $3$1 million and $6$7 million from Global Business Solutions and $149$155 million and $301$456 million from Consumer to other corporate expenses, respectively, to conform to the current presentation. See Note 12, "Segment Information," for more information.

We leverage AI and human intelligence to provide our customers with done-for-you experiences that automate tasks, identify actionable insights to drive important decisions, and manage end-to-end workflows or entire processes to eliminate work, while ensuring the customer remains in control. When customers need additional help or want help to complete the work on their behalf, we connect them with thea besttrusted AI-enabled human expert from our network of thousands of AI-enabled financial, tax, and bookkeeping experts who can complete a specific task, address specialized questions, or managecomplete thework entireon workload.their behalf. Our strategy, combined with our Big Bets that focus on the largest customer problems and growth opportunities, positions us for durable growth.

Key highlights for the first sixnine months of fiscal 2026 include the following:

In preparing our condensed consolidated financial statements, we make estimates, assumptions, and judgments that can have a significant impact on our net revenue, operating income or loss, and net income or loss, as well as on the value of certain assets and liabilities on our condensed consolidated balance sheets. We believe that the estimates, assumptions, and judgments described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 have the greatest potential impact on our financial statements, so we consider them to be our critical accounting estimates. There were no significant changes in those critical accounting estimates during the first sixnine months of fiscal 2026. Senior management has reviewed the development and selection of our critical accounting estimates and their disclosure in this Quarterly Report on Form 10-Q with the Audit and Risk Committee of our Board of Directors.

Total net revenue for the secondthird quarter of fiscal 2026 increased $688$804 million, or 17%,10%, compared with the same quarter of fiscal 2025. Consumer segment revenue increased 8% due to growth in assisted tax and our consumer money offerings, and strength in our Credit Karma personal loan and insurance verticals, partially offset by a decrease in revenue due to fewer TurboTax federal units. Our Global Business Solutions segment revenue increased 18%15% during the quarter due to growth in our Online Ecosystem revenue. Consumer segment revenue increased 15% due to strength in our Credit Karma personal loan, credit card, and insurance verticals, as well as from strength in TurboTax due to growth in assisted tax and our consumer money offerings. See “Segment Results” later in this Item 2 for more information about the results for all of our reportable segments.

Operating income for the secondthird quarter of fiscal 2026 increased $262$300 million, or 44%,8%, compared with the same quarter of fiscal 2025. The increase in operating income was due to the increase in revenue described above, partially offset by an increase in expenses. Expenses increased due to increases in expenses for outside services, which includesinclude hosting, staffing, marketing, SaaS subscriptions and licenses, and share-based compensation. See “Cost of Revenue” and “Operating Expenses” later in this Item 2 for more information.

Net income for the secondthird quarter of fiscal 2026 increased $222$244 million, or 47%,9%, compared with the same quarter of fiscal 2025. The increase in net income was due to the increase in operating income described above and an increase in interest and other income, partially offset by an increase in income tax expense. The increase in interest and other income is the result of $31$46 million in net gains on long-term investments recorded in the second quarter of fiscal 2026 and $1 million in net losses on long-term investments recorded during the same quarter of fiscal 2025.period. The increase in income tax expense is due to the increase in operating income described above.above and tax shortfalls related to share-based compensation. Diluted net income per share increased to $2.48$11.09 for the secondthird quarter of fiscal 2026 compared to $1.67$10.02 for the same quarter of fiscal 2025, relativelydue consistent withto the increase in net income.income and decrease in our weighted shares outstanding as a result of our increased share repurchase activity.

Total net revenue for the first sixnine months of fiscal 2026 increased $1.3$2.1 billion, or 18%,14%, compared with the same period of fiscal 2025. Our Global Business Solutions segment revenue increased 18%17% during the period due to growth in our Online Ecosystem revenue. Consumer segment revenue increased 17%10% due to growth in assisted tax and our consumer money offerings, and strength in our Credit Karma personal loan, credit card, and insurance verticals, aspartially welloffset asby froma strengthdecrease in TurboTaxrevenue due to growthfewer inTurboTax assistedfederal tax and our consumer money offerings.units. See “Segment Results” later in this Item 2 for more information about the results for all of our reportable segments.

Operating income for the first sixnine months of fiscal 2026 increased $525$825 million, or 61%,18%, compared with the same period of fiscal 2025. The increase in operating income was due to the increase in revenue described above, partially offset by an increase in expenses. Expenses increased due to increases in expenses for outside services, which includesinclude hosting, staffing, marketing, share-based compensation, and SaaS subscriptions and licenses. See “Cost of Revenue” and “Operating Expenses” later in this Item 2 for more information.

Net income for the first sixnine months of fiscal 2026 increased $471$715 million, or 71%,20%, compared with the same period of fiscal 2025. The increase in net income was due to the increase in operating income described above and an increase in interest and other income, partially offset by an increase in income tax expense. The increase in interest and other income is the result of $58$104 million in net gains on long-term investments recorded in the first sixnine months of fiscal 2026 and $43 million in net losses on long-term investments recorded during the same period of fiscal 2025. The increase in income tax expense is due to the increase in operating income described above.above and lower tax benefits related to share-based compensation. Diluted net income per share increased to $4.06$15.05 for the first sixnine months of fiscal 2026 compared to $2.36$12.33 for the same period of fiscal 2025, relativelydue consistent withto the increase in net income.income and decrease in our weighted shares outstanding as a result of our increased share repurchase activity.

The information below is organized in accordance with our two reportable segments. See “Executive Overview – About Intuit” earlier in this Item 2 and Note 12 to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for more information. All of our segments operate and sell to customers primarily in the U.S. Total international net revenue was approximately 8%6% and 9%7% of consolidated net revenue for the three and sixnine months ended JanuaryApril 31,30, 2026, respectively. Total international net revenue was approximately 9%5% and 7% of consolidated net revenue for each of the three and sixnine months ended JanuaryApril 31,30, 2025.2025, respectively.

Effective August 1, 2025, we combined our Consumer, Credit Karma, and ProTax businesses into a single Consumer segment in order to better serve the diverse financial needs of our customers as one consumer platform. Our chief operating decision maker allocates resources and assesses segment performance using regularly provided segment revenue and segment operating income information under this updated segment structure. To align results under this segment change, certain selling and marketing, product development, and general and administrative expenses for Credit Karma that were managed at the segment level are now managed at the platform level and are included in other corporate expenses rather than in segment expenses. Also on August 1, 2025, we reorganized certain marketing, communications, and customer success functions in our Global Business Solutions segment that support and benefit our overall platform and are managed at that level rather than at the segment level. Additionally, certain data science and analytics teams that were managed at the platform level are now managed at the segment level. We have recast certain previously reported amounts to conform to these segment changes. As a result of these changes, for the three and sixnine months ended JanuaryApril 31,30, 2025, we reclassified expenses totaling $3$1 million and $6$7 million from Global Business Solutions and $149$155 million and $301$456 million from Consumer to other corporate expenses, respectively, to conform to the current presentation.

Segment operating income or loss is segment net revenue less segment cost of revenue and operating expenses. See “Executive Overview – Industry Trends and Seasonality” earlier in this Item 2 for a description of the seasonality of our business. We include expenses such as corporate selling and marketing, general and administrative, and non-employment related legal and litigation settlement costs, which are not allocated to specific segments, in unallocated corporate items as part of other corporate expenses. As part of our platform strategy, we also include customer success and product development for our segments in unallocated corporate items as we do not allocate these expenses to the segments because they are managed at the platform level. Customer success includes the costs of tax and bookkeeping experts that support our TurboTax Expert Assist, TurboTax Expert Full Service, and QuickBooks Live offerings. Unallocated corporate items also include share-based compensation, amortization of acquired technology, amortization of other acquired intangible assets, goodwill and intangible asset impairment charges, professional fees and transaction costs related to business combinations, and restructuring charges. These unallocated corporate costs for all segments totaled $4.8$7.6 billion and $4.4$6.9 billion for the sixnine months ended JanuaryApril 31,30, 2026 and JanuaryApril 31,30, 2025, respectively. Unallocated corporate items increased in the fiscal 2026 period, primarily due to increases in research and development expense, cost of service revenue, and selling and marketing expense. See Note 12 to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for reconciliations of total segment operating income or loss to consolidated operating income or loss for each fiscal period presented.

•Money offerings for businesses that use online offerings, which include merchant payment processing and bill pay services, and financing for small and mid-market businesses (QuickBooks Capital); and

•Mailchimp’s marketing automation offerings; andofferings.

Revenue for our Global Business Solutions segment increased $493$436 million, or 18%,15%, in the secondthird quarter of fiscal 2026 and $940$1.4 million,billion, or 18%,17%, in the first sixnine months of fiscal 2026 compared with the same periods of fiscal 2025. The increase in both periods was primarily due to growth in Online Ecosystem revenue.

Online Ecosystem revenue increased $429$394 million, or 21%,19%, in the secondthird quarter of fiscal 2026 compared with the same period of fiscal 2025. QuickBooks Online Accounting revenue increased $240$234 million, or 24%,22%, in the secondthird quarter of fiscal 2026 due to the interrelated factors of higher effective prices, customer growth, and mix-shift.mix shift. Online Services revenue increased $189$160 million, or 18%,15%, in the secondthird quarter of fiscal 2026, due to increases in revenue from our money offerings of $115$107 million and our payroll offerings of $82$55 million. Revenue increases were due to the interrelated factors described below. Money revenue increased $115$107 million due to a $64$61 million increase in payments revenue from payments customer growth,growth and an increase in total payment volume per customer, and higher effective payments prices, and a $51$46 million increase from QuickBooks Capital. Online payroll revenue increased due to mix-shift,mix shift, customer growth, and higher effective prices.

Online Ecosystem revenue increased $837$1.2 million,billion, or 21%,20%, in the first sixnine months of fiscal 2026 compared with the same period of fiscal 2025. QuickBooks Online Accounting revenue increased $481$715 million, or 24%, in the first sixnine months of fiscal 2026 due to the interrelated factors of higher effective prices, customer growth, and mix-shift.mix shift. Online Services revenue increased $356$516 million, or 18%,17%, in the first sixnine months of fiscal 2026, due to increases in revenue from our money offerings of $220$327 million and our payroll offerings of $149$204 million. Revenue increases were due to the interrelated factors described below. Money revenue increased $220$327 million due to a $122$183 million increase in payments revenue from payments customer growth,growth and an increase in total payment volume per customer, and higher effective payments prices, and a $98$144 million increase from QuickBooks Capital. Online payroll revenue increased due to mix-shift,mix shift, customer growth, and higher effective prices.

Desktop Ecosystem revenue increased $64$42 million, or 10%,6%, in the secondthird quarter of fiscal 2026 and $103$145 million, or 8%,7%, in the first sixnine months of fiscal 2026 compared with the same periods of fiscal 2025 due to higher effective prices.

Global Business Solutions segment operating income increased $351$331 million, or 17%,15%, in the secondthird quarter of fiscal 2026 compared with the same period of fiscal 2025, due to the increase in revenue described above, partially offset by increases in QuickBooks Capital cost of revenue of $32$41 million due to increased loan volume, online payments cost of revenue of $26$19 millionmillion, dueoutside toservices anexpenses, increasewhich ininclude payments volume, marketing expenseshosting, of $23$16 million, staffing expenses of $20$14 million, and outsidemarketing services expenses, which includes hosting,expenses of $13$8 million.

Global Business Solutions segment operating income increased $683$1.0 million,billion, or 17%,16%, in the first sixnine months of fiscal 2026 compared with the same period of fiscal 2025, due to the increase in revenue described above, partially offset by increases in QuickBooks Capital cost of revenue of $55$96 million due to increased loan volume, staffing expenses of $44 million, marketing expenses of $44$58 million, online payments cost of revenue of $36$55 millionmillion, duemarketing toexpenses anof increase$52 in payments volume,million, and outside services expenses, which includesinclude hosting, of $29$45 million.

On August 1, 2025, we reorganized certain marketing, communications, and customer success functions in our Global Business Solutions segment that support and benefit our overall platform and are managed at that level rather than at the segment level. Additionally, certain data science and analytics teams that were managed at the platform level are now managed at the segment level. We have recast certain previously reported amounts to conform to these segment changes. For the three and sixnine months ended JanuaryApril 31,30, 2025, we reclassified $3$1 million and $6$7 million from Global Business Solutions to other corporate expenses to conform to the current presentation.

Revenue for our Consumer segment operating income increased $259$368 million, or 21%,8%, in the firstthird six monthsquarter of fiscal 2026 compared with the same period of fiscal 2025,2025 due to thean increase in TurboTax revenue describedof above,$286 million and Credit Karma revenue of $82 million. The increase in TurboTax revenue is due to growth in assisted tax and our consumer money offerings, partially offset by ana decrease in revenue due to fewer TurboTax federal units. The increase in marketingCredit expensesKarma is due to increases in revenue from our personal loan vertical of $62$51 million and sales-relatedour expensesinsurance vertical of $21$29 million.

Effective August 1, 2025, we combined our Consumer, Credit Karma, and ProTax businesses into a single Consumer segment in order to better serve the diverse financial needs of our customers as one consumer platform. Our chief operating decision maker allocates resources and assesses segment performance using regularly provided segment revenue and segment operating income information under this updated segment structure. To align results under this segment change, certain selling and marketing, product development, and general and administrative expenses for Credit Karma that were managed at the segment level are now managed at the platform level and are included in other corporate expenses rather than in segment expenses. Additionally, certain data science and analytics teams that were managed at the platform level are now managed at the segment level. We have recast certain previously reported amounts to conform to these segment changes. For the three and sixnine months ended JanuaryApril 31,30, 2025, we reclassified $149$155 million and $301$456 million from Consumer to other corporate expenses to conform to the current presentation.

Cost of service revenue as a percentage of service revenue was relatively consistent for both the secondthird quarter and first sixnine months of fiscal 2026 compared with the same periods of fiscal 2025.

Cost of product and other revenue as a percentage of product and other revenue was relatively consistent for both the secondthird quarter and first sixnine months of fiscal 2026 compared with the same periods of fiscal 2025. We expense costs of product revenue as they are incurred for delivered software and we do not defer any of these costs when product revenue is deferred.

Total operating expenses as a percentage of total net revenue decreasedwas consistent in the secondthird quarter of fiscal 2026 compared with the same period of fiscal 2025. Total net revenue for the secondthird quarter of fiscal 2026 increased $688$804 million, or 17%,10%, while total operating expenses for the quarter increased $320$324 million, or 13%.11%. The increase in total operating expenses was due to increases of $117$92 million for marketing expenses, $77 million for staffing expenses, $84 million for marketing, $44$65 million for outside services expenses, which includesinclude hosting, and $39$30 million for share-based compensation expenses.

Total operating expenses as a percentage of total net revenue decreased in the first sixnine months of fiscal 2026 compared with the same period of fiscal 2025. Total net revenue for the first sixnine months of fiscal 2026 increased $1.3$2.1 billion, or 18%,14%, while total operating expenses for the quarterperiod increased $599$923 million, or 13%.12%. The increase in total operating expenses was due to increases of $238$311 million for staffing expenses, $95$177 million for marketing expenses, $161 million for outside services expenses, which includesinclude hosting, $85and $115 million for share-based compensation expenses, and $85 million for marketing.expenses.

Interest expense of $116$186 million and $120$188 million for the first sixnine months of fiscal 2026 and 2025, respectively, consisted of interest on our senior unsecured notes.notes, unsecured revolving credit facilities, and commercial paper program.

(3)During the three and sixnine months ended JanuaryApril 31,30, 2026, we recorded $31 million and $58$104 million in net gains on long-term investments, respectively.investments. During the three and sixnine months ended JanuaryApril 31,30, 2025, we recorded $1 million and $43 million in net losses on long-term investments, respectively.investments.

For the three andmonths sixended April 30, 2026, we recognized tax shortfalls on share-based compensation of $11 million in our provision for income taxes. For the nine months ended JanuaryApril 31,30, 2026, we recognized excess tax benefits on share-based compensation of $21$40 million and $51 million, respectively, in our provision for income taxes. For the three and sixnine months ended JanuaryApril 31,30, 2025, we recognized excess tax benefits on share-based compensation of $29$18 million and $57$75 million, respectively, in our provision for income taxes.

Our effective tax rates for the three and sixnine months ended JanuaryApril 31,30, 20252026 were approximately 17%24% and 15%,23%, respectively. Excluding discrete tax items primarily related to share-based compensation tax benefits including those mentioned above,compensation, our effective tax rate for both periods was approximately 24%. The difference from the federal statutory rate of 21% was primarily due to state income taxes and non-deductible share-based compensation, which were partially offset by the tax benefit we received from the federal research and experimentation credit.

On July 4, 2025, the U.S. federal government enacted the One Big Beautiful Bill Act (OBBBA), which includes significant tax law changes, most notably the reinstatement of the immediate expensing of domestic research and developmental expenditures, effective in fiscal 2026. The deductibility of these expenditures is expected to significantly reduce our deferred tax assets and income taxes payable for periods starting in fiscal 2026. On February 18, 2026, the U.S. Treasury and the Internal Revenue Service issued Notice 2026-7 (Notice), which announced their intent to issue proposed tax regulations regarding the Corporate Alternative Minimum Tax. We are currently evaluating the impacts of this Notice, which may further reduce our deferred tax assets and income taxes payable in fiscal 2026. The Notice is not expected to impact results of operations in fiscal 2026 or thereafter.

AtAs Januaryof 31,April 30, 2026, our cash, cash equivalents, and investments totaled $3.0$6.8 billion, aan decreaseincrease of $1.6$2.2 billion from July 31, 2025 driven by cash usedfrom in financing activities,operations, partially offset by cash fromused operationsin financing and investing activities. See the discussion of all factors under “Statements of Cash Flows” below. Our primary sources of liquidity have been cash from operations, which entails the collection of accounts receivable for products and services, the issuance of senior unsecured notes and commercial paper, and borrowings under our credit facilities. Our primary uses of cash have been for research and development programs, selling and marketing activities, capital projects, acquisitions of businesses, debt service costs and debt repayment, repurchases of our common stock under our stock repurchase programs, the payment of cash dividends, and funding of our financing for small and mid-market businesses and our consumer money offerings. As discussed in “Executive Overview – Industry Trends and Seasonality” earlier in this Item 2, our business is subject to significant seasonality. The balance of our cash, cash equivalents, and investments generally fluctuates with that seasonal pattern. We believe the seasonality of our business is likely to continue in the future.

We have historically generated significant cash from operations, and we expect to continue to do so in the future. Our cash, cash equivalents, and investments totaled $3.0$6.8 billion atas Januaryof 31,April 30, 2026. None of those funds were restricted and approximately 87%93% of those funds were located in the U.S.

On January 9, 2026, we terminated our amended and restated credit agreement dated February 5, 2024, and entered into a credit agreement with certain lenders providing for a $2.2 billion unsecured revolving credit facility that expires on January 9, 2031 (2026 Credit Facility). The 2026 Credit Facility and our commercial paper program are available to us for general corporate purposes. AtAs Januaryof 31,April 30, 2026, no amounts were outstanding under the 2026 Credit Facility or the commercial paper program. See Note 6 to the financial statements in Part I, Item 1 of this Quarterly Report for more information.

On January 30, 2026, we entered into a credit agreement with certain lenders providing for a $5.8 billion unsecured short-term revolving credit facility that matures on March 31, 2026 (2026 Short-Term Credit Facility) to fund a portion of our TurboTax early tax refund offering. AsWe of January 31, 2026, we have not borrowed any amounts underterminated the 2026 Short-Term Credit Facility.Facility effective February 26, 2026. See Note 6 to the financial statements in Part I, Item 1 of this Quarterly Report for more information.

Our secured revolving credit facilities are available to fund the lending products and services we offer to qualified small and mid-market businesses. AtAs Januaryof 31,April 30, 2026, $1.2 billion was outstanding under our secured revolving credit facilities.

The following table summarizes selected items from our condensed consolidated statements of cash flows for the first sixnine months of fiscal 2026 and fiscal 2025. See the financial statements in Part I, Item 1 of this Quarterly Report for complete condensed consolidated statements of cash flows for those periods.

As described in Note 10 to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report, during the first sixnine months of fiscal 2026, we repurchased 2.86.6 million shares of our common stock under repurchase programs that our Board of Directors has authorized. On August 19, 2025, our Board of Directors approved an increase in the authorization under the existing stock repurchase program under which we are authorized to repurchase up to an additional $3.2 billion of our common stock. AtAs Januaryof 31,April 30, 2026, we had remaining authorization from our Board of Directors for up to $3.5$1.9 billion in stock repurchases. On May 7, 2026, our Board of Directors approved an increase in the authorization under the existing stock repurchase program to repurchase up to an additional $8 billion of our common stock. We currently expect to continue repurchasing our common stock on a quarterly basis; however, future stock repurchases under the current program are at the discretion of management, and authorization of future stock repurchase programs is subject to the final determination of our Board of Directors.

We have continued to pay quarterly cash dividends on shares of our outstanding common stock. During the sixnine months ended JanuaryApril 31,30, 2026, we declared quarterly cash dividends that totaled $2.40$3.60 per share of outstanding common stock for a total of $684$1.0 million.billion. In FebruaryMay 2026, our Board of Directors declared a quarterly cash dividend of $1.20 per share of outstanding common stock payable on AprilJuly 17, 2026 to stockholders of record at the close of business on AprilJuly 9, 2026. We currently expect to continue to pay comparable cash dividends on a quarterly basis. However, future declarations of dividends and the establishment of future record dates and payment dates are subject to the final determination of our Board of Directors.

In June 2020, we issued $2 billion of senior unsecured notes, of which $1.0 billion is outstanding as of JanuaryApril 31,30, 2026, and is comprised of the following:

Interest is payable semiannually on January 15 and July 15 of each year. AtAs Januaryof 31,April 30, 2026, our maximum commitment for interest payments was $47 million for the remaining duration of the outstanding 2020 Notes.

The 2020 Notes are senior unsecured obligations of Intuit and rank equally with all existing and future unsecured and unsubordinated indebtedness of Intuit and are redeemable by us at any time, subject to a make-whole premium. Upon the occurrence of change of control transactions that are accompanied by certain downgrades in the credit ratings of the 2020 Notes, we will be required to repurchase the 2020 Notes at a repurchase price equal to 101% of the aggregate outstanding principal plus any accrued and unpaid interest to but not including the date of repurchase. The indenture governing the 2020 Notes requires us to comply with certain covenants. For example, the 2020 Notes limit our ability to create certain liens and enter into sale and leaseback transactions. As of JanuaryApril 31,30, 2026, we were compliant with all covenants governing the 2020 Notes. See Note 6 to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for more information.

Interest is payable semiannually on March 15 and September 15 of each year. AtAs Januaryof 31,April 30, 2026, our maximum commitment for interest payments was $2.6$2.5 billion for the remaining duration of the outstanding 2023 Notes.

The 2023 Notes are senior unsecured obligations of Intuit and rank equally with all existing and future unsecured and unsubordinated indebtedness of Intuit and are redeemable by us at any time, subject to a make-whole premium. The indenture governing the 2023 Notes requires us to comply with certain covenants. For example, the 2023 Notes limit our ability to create certain liens and enter into sale and leaseback transactions. As of JanuaryApril 31,30, 2026, we were compliant with all covenants governing the 2023 Notes. See Note 6 to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for more information.