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

Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and this summary should be carefully considered,considered together with the more detailed discussion following this summary, together with other information in this Annual Report on Form 10-K10-K. andThese ourrisks otherinclude, filingsbut withare not limited to, the SEC, before making an investment decision regarding our common stock.following:

•If we are unable to sell subscriptions to IT services providernew customers, to sell additional solutions to our existing customers or to increase the usage of our solutions by our existing customers, our revenue growth and operating results could be adversely effected.

•Our success depends on our ability to adapt to the rapidly changing needs of ITour services providers, MSPs,customers and their SMB mid-market customers.

•We resell third-party software and integrate third-party software into our solutions that may be difficult to replace or that have caused in the past, or could cause in the future, errors or failures of our solutionssolutions, andwhich could lead to a loss of customers or harm to our reputation and our operating results.

Risks Related to Cybersecurity and theArtificial CyberIntelligence Incident(“AI”)

•Cyberattacks, including the Cyber Incident,Cyberattacks and other security incidents have resulted, and in the future may result, in compromises or breaches of our, our customers’, or their SMB and mid-market customers’end-customers’ systems, the insertion of malicious code, malware, ransomware or other vulnerabilities into our, our customers’, or their SMB and mid-market customers’end-customers’ systems, the exploitation of vulnerabilities in our, our customers’, or their SMB and mid-market customers’end-customers’ environments, the theft or misappropriation of our, our customers’, or their SMB and mid-market customers’end-customers’ proprietary and confidential information, and interference with our, our customers’, or their SMB and mid-market customers’end-customers’ operations, exposure to legal and other liabilities, higher customer and employee attrition and the loss of key personnel, negative impacts to our sales, renewals and upgrades and reputational harm and other serious negative consequences, any or all of which could materially harm our business.

Our quarterly revenue and operating results may fluctuatebe innegatively theaffected future because ofby a number of factors, certain of which makesare beyond our futurecontrol, resultsand difficultany toof predict orwhich could cause our operating results or the guidance we provide to fall below expectations.

Our quarterlyfuture revenueoperating results and financial performance are dependent on a variety of factors, including factors that are beyond our control. As a result, our operating results may not be sustained or improve to the extent we anticipate, or at all. Additionally, our operating results may vary significantly from period to period in the future. As a result, you should not rely on the results of any one quarter as an indication of future performance and period-to-period comparisons of our revenue and operating results may not be meaningful.

OurFactors quarterlythat may affect our results of operations may fluctuate as a result of a variety of factors, including,include, but are not limited to, those listed below, many of which are outside of our controlbelow:

•our ability to maintain and increase sales to existing customers and to attract new customers, including selling additional subscriptions to our existing customers to deliver services to their SMB and mid-market customersend-customers or for their internal use;

•changes in SMB and mid-market demandend-customer for services provided by our IT services provider customers, including those related to the number of customers serviced by our IT services provider customers and the reduced amount of services provided by our IT services provider customers to their SMB and mid-market customersend-customers;

•any other change in the competitive landscape of our industry, including consolidation among our competitors, customers, SMBs, or mid-market companies, and strategic partnerships entered into by us and our competitors;

•general economic, industry and market conditions that impact expenditures for IT management technology for SMBs and mid-market companies in the United States and other countries where we sell our solutions;

•significant security breaches, such as the Cyber Incident, technical difficultiesdifficulties, or interruptions to our solutions or infrastructure;

Additionally, certain of our operational metrics, such as annual recurring revenue (ARR), are calculated using internal systems and tools that are not validated by an independent third-party,third-party and may differ from estimates or similar metrics published or used by third-parties due to differences in methodologies and assumptions. Our internal systems, tools, and processes have a number of limitations, and our data collection methodologies may have errors or could change over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose. If our operating metrics are not accurate, or if investors do not perceive them to be accurate, investors may lose confidence in our operating metrics and business, we could be subject to legal claims, and our business, reputation, financial condition, and results of operations could be adversely affected. In addition, limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies.

We provide our solutions primarily under monthlymonthly, annual, or annualmulti-year subscriptions to our customers. A subscription generally entitles a customer to, among other things, support, as well as security updates, fixes, functionality enhancements and upgrades to the technologies, each, if and when available. To increase our revenue, we must regularly add new customers and expand our relationships with our existing customers. We also rely, to a significant degree, on our customers establishing and maintaining relationships with their SMB and mid-market customers,end-customers, for our IT services provider customers to add new SMB and mid-market customers,end-customers, for those customers to add new devices and to drive adoption of new services that we offer. When our customers move from month-to-month contracts to longer-term contracts, or renew their longer-term contracts, they may reevaluate their needs and decrease their usage. In addition, economic weakness and uncertainty, tightened credit markets and constrained IT spending from time to time contribute to slowdowns in the technology industry, as well as in the industries of SMBs and the geographic regions in which we, our customers and their SMB and mid-market customersend-customers operate; this may result in reduced demand and increased price competition for our offerings. Uncertainty about future economic conditions may, among other things, negatively impact the current and prospective SMB and mid-market customersend-customers of our IT services provider customers and result in delays or reductions in technology purchases. Even if we capture a significant volume of opportunities from our digital marketing activities, we must be able to convert those opportunities into sales of our subscriptions in order to achieve revenue growth.

It is difficult to accurately predict long-term customer retention. Our customers’ subscription net revenue retention rates have declined and fluctuated, and may continue to decline or fluctuatefluctuate, as a result of a number of factors, including their level of satisfaction with our offerings, the prices of our solutions, the prices of tools and services offered by our competitors or reductions in our customers’ spending levels. If our customers do not renew their subscription arrangements or if they renew them on less favorable terms, our revenue may decline and our business will suffer.

A portion of our revenue is recognized based on consumption as customers use certain aspects of our platform, whether such usage is beyond their paid subscriptions or on an individual basis. This usage is particularly applicable to our unified endpoint management (“UEM”) solutions and our Cove backup, recovery and disaster recovery solutions. Unlike our subscription revenue, which is recognized ratably over the term of the subscription, we generally recognize consumption revenue as the services are delivered. Because our customers have flexibility in the timing of their consumption, we do not have the visibility into the timing of revenue recognition that we have with our subscription revenue. There is a risk that our customers will not use portions of our platform that provide consumption-based revenue at all or more slowly than we expect, and our actual results may differ from our forecasts. Further, investors and securities analysts may not understand how the consumption-based portion of our business differs from the subscription-based portion of our business, and our business model may be compared to purely subscription-based business models or purely consumption-based business models. If our quarterly or annual results of operations fall below the expectations of investors and securities analysts who follow our stock, the price of our common stock could decline substantially, and we could face costly lawsuits, including securities class actions.

We operate in a highly competitive and dynamic industry driven by the technology needs of ITa serviceswide providers,range MSPs, SMBs and mid-marketof companies. Our industry is large and fragmented with several vendors that provide technologies used by MSPs and other IT services providers to service SMBsorganizations and mid-market companies.globally. Competition in our market is based primarily on solution capabilities, including: breadth and extensibility of features and functionality; focus on and alignment on customers’ success; scalability, performance and reliability of our platform and solutions; ability to solve the technical and business problems of customers of all sizes and complexities; flexibility of deployment models, whether public or private cloud, on-premises or in a hybrid environment; continued innovation to keep pace with evolving technology requirements and the changing needs of the SMB and mid-market companies; ease of use and deployment; brand awareness and reputation among IT services providers, their technicians and other IT professionals; total cost of ownership and alignment of cost with business objectives and needs of ITour services providers, MSPs, SMBs and mid-market companiescustomers; and effectiveness of sales and marketing efforts. Our customers have limited barriers to switching to a competitor’s solution from our platform if we fail to provide solutions and services that meet their needs. In addition, many of our current and potential competitors enjoy substantial competitive advantages over us, such as greater brand awareness and longer operating history, broader distribution and established relationships with IT services providers, larger sales and marketing budgets and resources, greater customer support resources, greater resources to make strategic acquisitions or enter into strategic partnerships, lower labor and development costs, larger and more mature intellectual property portfolios and substantially greater financial, technical and other resources. Given their larger size, greater resources and existing customer relationships, our competitors may be able to compete and respond more effectively than we can to new or changing opportunities, technologies, standards or customer requirements.

We face competition from IT vendors focused on the MSP market which provide broad, integrated solutions that include monitoring and management, data protection, business management tools and security offerings. Examples of such vendors are Kaseya, ConnectWise and NinjaOne. In addition, we compete with small to large enterprise vendors that provide solutions focused on a particular service that may be sold by ITa serviceschannel providersprovider andor MSPs,purchased directly by a business, such as data protection, extended detection and response, managed detection and response, extendedendpoint detection and response, network monitoring, systemsvulnerability management, emailunified security,endpoint management, and remote supportaccess and data protection.support. Examples of such vendors are Acronis, ArcticWolf,Veeam, eSentire,Sophos, ManageEngine, Proofpoint, SophosTeamViewer, and Veeam.LogMeIn.

New start-up companies that innovate and large competitors, or potential competitors, that make significant investments in research and development may invent similar or superior solutions and technologies that compete with our subscriptions. In addition, some of our larger competitors, or potential competitors, have substantially broader and more diverse solutions and services offerings. This may make them less susceptible to downturns in a particular market and allow them to leverage their relationships based on other solutions or incorporate functionality into existing solutions to grow their business in a manner that discourages users from purchasing our solutions and subscriptions, including through selling at zero or negative margins, offering concessions, solutions bundling or closed technology platforms. In addition, customers that use legacy tools and services of our competitors may believe that these tools and services are sufficient to meet their IT needs or that our platform only serves the needs of a portion of the SMB and mid-market IT market. Accordingly, these organizations may continue allocating their IT budgets for such legacy tools and services and may not adopt our offerings. Further, many organizations have invested substantial personnel and financial resources to design and operate their networks and have established deep relationships with other competitive providers. As a result, these organizations may prefer to purchase from their existing suppliers rather than to add or switch to a new supplier using our solutions and services, regardless of solution performance, features or greater services offerings.

Our success depends on our ability to adapt to the rapidly changing needs of ITour services providerscustomers and their SMB and mid-market customers.

The SMBtechnology and mid-market IT companies ITcybersecurity market has grown quickly and is expected to continue to evolve rapidly. Moreover, many of our IT services providers customers and their customers operate in markets characterized by rapidly changing technologies and business plans, which require them to adopt increasingly complex networks, incorporating a variety of hardware, software applications, operating systems and networking protocols. Our long-term growth depends on our ability to continually enhance and improve our existing offerings and develop or acquire new solutions that address the common problems encountered by technology professionals on a day-to-day basis in an evolving IT management market, including adapting to rapidly changing technologies and user preferences, adapting our offerings to evolving industry standards, predicting user preferences and industry changes in order to continue to provide value to our customers and to improve the performance and reliability of our offerings. The success of any enhancement or new solution depends on a number of factors, including its relevance to customers, changes to the form factors in technologies powering the businesses of SMBs,businesses, timely completion and introduction and market acceptance. New solutions and enhancements that we develop or acquire may not sufficiently address the evolving needs of our existing and potential customers, may not be introduced in a timely or cost-effective manner and may not achieve the broad market acceptance necessary to generate the amount of revenue necessary to realize returns on our investments in developing or acquiring such solutions or enhancements. If our new offerings are not successful for any reason, certain offerings in our portfolio may become obsolete, less marketable and less competitive, and our business will be harmed.

Our operating expenses have increased over the last several years, and we expect they may continue to increase as we hire additional personnel, expand our operations and infrastructure, both domestically and internationally, pursue acquisitions and continue to develop our platform's functionalities. If our revenue does not increase to offset these increases in our operating expenses, we will not be able to achieve or maintain our historical levels of profitability in future periods. While historically our revenue has grown, in future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including slowing demand for our solutions, increasing competition, a failure to gain or retain customers, a decrease in the growth of our overall market, our technology or services becoming obsolete due to technical advancements in the SMB and mid-market IT market or our failure, for any reason, to continue to capitalize on growth opportunities. As a result, our past financial performance should not be considered indicative of our future performance. Any failure by us to achieve or sustain cash flows on a consistent basis could cause us to halt our expansion, not pursue strategic business combinations, default on payments due on existing contracts, fail to continue developing our platform, solutions and services or experience other negative changes in our business.

We have international operations in Australia, Austria, Belarus, Canada, India, the Netherlands, the Philippines, Poland, Portugal, RomaniaRomania, and the United Kingdom. Revenue from customers outside of the United States represented 51.8%50.4% of our total revenue for the fiscal year ended December 31, 2024,2025, and as of December 31, 2024,2025, approximately 75%79% of our employees were located outside of the United States. The continued international expansion of our operations requires significant management attention and financial resources and results in increased administrative and compliance costs. Our limited experience in operating our business in certain regions outside the United States increases the risk that our expansion efforts into those regions may not be successful. In particular, our business model may not be successful in particular countries or regions outside the United States for reasons that we currently are unable to anticipate. We are subject to risks associated with international sales and operations including, but not limited to:

In particular, we operate much of our research and development activities internationally and outsource a portion of the coding and testing of our solutions and solutions enhancements to contract development vendors. We believe that performing research and development in our international facilities and supplementing these activities with our contract development vendors enhances the efficiency and cost-effectiveness of our solution development. For example, although our presence in Belarus has been substantially reduced since 2022, we have research and development facilities located in Belarus, which has experienced numerous public protest activities and civil unrest since the presidential election in early August 2020, with active government and police-force intervention. We also engage third party contractors that have a limited number of employees that reside in the Ukraine. In addition, we generated a de minimis amount of revenue from customers located in Ukraine during the years ended December 31, 2025, 2024 and 2023, and Russia and Ukraine during the year ended December 31, 2022.2023. The extent and duration of the instability in the region, and any related risk to our operations, remains uncertain, and may be further exacerbated by the ongoing presence of Russian forces in Belarus and the participation of Belarus in the Russia-Ukraine conflict. To date, intermittent communications and mobile internet outages have occasionally occurred in Belarus, and the United States, the European Union and various other nations have imposed economic and trade sanctions and export control restrictions against multiple Belarusian officials and entities. The ongoing impact of these measures, as well as any further retaliatory actions, is uncertain and may pose security risks to our people, our facilities, our technology systems and our operations, as well as to the local infrastructure, such as utilities and network services, upon which our local teams rely and adversely affect our ability to continue to do business in the region. While we have risk mitigation efforts in place, and have not experienced any significant impact to date, the realization of any of these risks could adversely affect our product development, operations, business and/or financial results and may require us to shift our research and development activities to other jurisdictions, which may result in delays in our development cycle and the incurrence of additional costs. The disruption in the region also could adversely affect our suppliers, partners and customers, which could result in negative impacts to our business and results of operations. Whether in these countries or in others in which we operate, civil unrest, political instability or uncertainty, military activities, or broad-based sanctions, should they continue for the long term or escalate, could expose us to the risks noted above, as well as numerous other risks, and require us to re-balance our geographic concentrations, any or all of which could have an adverse effect on our operations, business and financial condition.

We resell third-party software and integrate third-party software into our solutions that may be difficult to replace or that have caused in the past, or could cause in the future, errors or failures of our solutionssolutions, andwhich could lead to a loss of customers or harm to our reputation and our operating results.

In order to provide our IT services provider customers with additional functionality on our platform, we often partner with best-of-breed technology developers through license arrangements to use their software in our offerings. We also resell certain third-party products as part of our full product offering. In the future, this software may not be available to us on commercially reasonable terms, or at all. Any loss of the right to use any of the software could result in decreased sales or decreased functionality of our solutions until equivalent technology is either developed by us or, if available from another provider, is identified, obtained and integrated, which could harm our business. In addition, any errors or defects in or failures of the third-party software couldhave resultresulted in errors or defects in our solutions, causeand this could occur again in the future. Such errors have caused our solutions to fail orand may increase our exposure to cyberattacks, any or all of which could harm our business and be costly to correct. Many of these providers attempt to impose limitations on their liability for such errors, defects or failures, and if enforceable, we may have additional liability to our customers or third-party providers that could harm our reputation and increase our operating costs. If we are required to replace such third-party software with new third-party software, such change may require significant work and require substantial investment of our time and resources. If we are unable to maintain licenses to software necessary to operate our business, or if third-party software that we use contains errors or defects, our costs may increase, or the services we provide may be harmed, which would adversely affect our business.

We currently host certain of our solutions, and expect to increasingly host our solutions, on cloud infrastructure hyperscaler providers, such as AWS and Azure. In these cases, our solutions reside on hardware operated by these providers. Our operations depend on protecting the virtual cloud infrastructure hosted by a hyperscaler by maintaining its configuration, architecture, features, and interconnection specifications, as well as the information stored in these virtual data centers and which third-party internet service providers transmit. Although we have disaster recovery plans, including the use of multiple hyperscaler locations, any incident affecting a hyperscaler’s infrastructure, regardless of the cause, could negatively affect our ability to deliver our solutions to our customers. Incidents affecting hyperscalers’ infrastructure that may be caused by fire, flood, severe storm, earthquake, or other natural disasters, actual or threatened public health emergencies, cyber-attacks, terrorist or other attacks, and other similar events beyond our controlcontrol. couldTo negativelydate, affectany ourservice platformdisruption andwe ourhave abilityexperienced tohas deliverbeen our solutions to our customers.short-term. Any prolonged hyperscaler service disruption affecting our SaaS platform would negatively impact our ability to serve our customers and could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers, or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the hyperscaler services we use.

In addition, because the techniques used by computer hackers to access or sabotage target computing environments change frequently and generally are not recognized until launched against a target, there is a risk that an advanced attack could emerge that our solutions are unable to detect or prevent. Furthermore, as a well-known provider of solutions for IT services providers, including cloud-based technology, who in turn service a large number of SMBs,businesses, we and our customers could be targeted by attacks specifically designed to disrupt our business and harm our reputation or the business and reputation of our customerschannel constituents and their SMB and mid-market customers.end-customers. In addition, defects or errors in our solutions could result in a failure to effectively update customers’ cloud-based products. Our data centers and networks may experience technical failures and downtime, may fail to distribute appropriate updates, or may fail to meet the increased requirements of a growing customer base, any of which could temporarily or permanently expose our customers’ computing environments, leaving their computing environments unprotected against cyber threats. Any of these situations could result in negative publicity to us, damage our reputation and increase expenses and customer relations issues, and expose us to investigations, liabilities and other costs and negative consequences, all of which would adversely affect our business, financial condition, and operating results.

Advances in computer capabilities,capabilities and AI discoveries of new weaknesses and other developments with software generally used by the IT services provider community may increase the risk we will suffer a security breach. Furthermore, our platform has in the past, and may in the future, fail to detect or prevent malware, ransomware, viruses, worms or similar threats for any number of reasons, including our failure to enhance and expand our solutions to reflect industry trends, new technologies and new operating environments, the complexity of the environment of our customers and the sophistication of malware, viruses and other threats. Our solutions may fail to detect or prevent threats in any particular test for a number of reasons. We or our service providers may also suffer security breaches or unauthorized access to personal information, financial account information, and other confidential information due to customer error, rogue customer employee activity, unauthorized access by third parties acting with malicious intent or who commit an inadvertent mistake or social engineering. If we experience, or our service providers experience, any breaches of security measures or sabotage or otherwise suffer unauthorized use or disclosure of, or access to, personal information, financial account information or other confidential information, we might be required to expend significant capital and resources to address these problems. We may not be able to remedy any problems caused by hackers or other similar actors in a timely manner, or at all. When faced with defects or errors, we will need to provide high-quality support to our customers during remediation efforts. If our customers are dissatisfied with our support or we otherwise fail to handle complaints effectively, our brand and reputation may suffer. To the extent potential customers, industry analysts or testing firms believe that the failure to detect or prevent any particular threat is a flaw or indicates that our solutions not provide significant value, our reputation and business would be harmed.

We believe that developing, maintaining and growing awareness and integrity of our brand in a cost-effective manner are important to achieving widespread acceptance of our existing and future offerings and are important elements in attracting new customers. In addition, during 2021, we changed our brand from “SolarWinds MSP” to “N-able,” which may have resulted in the loss of customer recognition and may have adversely affected our business and profitability. We believe that the importance of brand recognition will increase as we enter new markets and as competition in our existing markets further intensifies. Successful promotion of our brands will depend on the effectiveness of our marketing efforts and on our ability providing reliable and useful solutions at competitive prices. We intend to increase our expenditures on brand promotion. Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we incur in building our brands. We also rely on our customer base and their SMB and mid-market customers in a variety of ways, including giving us feedback on our offerings and to provide user-based support to our other customers through our Head Nerds program. If poor advice or misinformation regarding our solutions is spread among users of our Head Nerds program, it could adversely affect our reputation, our financial results and our ability to promote and maintain our brands. If we fail to promote and maintain our brands successfully, fail to maintain loyalty among our customers and their SMB and mid-market customers, or incur substantial expenses in an unsuccessful attempt to introduce, promote and maintain our brands, we may be unable to attract new customers, retain our existing customers and our financial condition and results of operations could be harmed. Additionally, if our customers do not use or ineffectively use our solutions to serve their end customers, our reputation and ability to grow our business may be harmed.

In November 2024, we acquired Adlumin, Inc. Prior to the acquisition we marketed Adlumin’s managed detection and response (“MDR”) solution as “N-able MDR.” AsWe wecontinue integrateto Adlumin into our business, we may utilizeuse the Adlumin brand name for our XDR or MDR solutions,solutions. In the future, we may continue to use the Adlumin brand, sell such solutions under the N-able brand or some combination of the two. The transition to or from the Adlumin brand name may cause confusion or lack of brand recognition for these solutions, which could negatively impact our business and profitability. If we fail to integrate the Adlumin brand successfully, fail to maintain loyalty among legacy Adlumin customers, or incur substantial expenses in an unsuccessful attempt to introduce, promote and maintain the Adlumin brand, we may be unable to attract new customers for our XDR or MDR solutions or retain existing customers of these solutions, and our financial condition and results of operations could be harmed.

We generally price our subscriptions on a per-deviceper-device, per-user, or per-userper basisdata basis, with pricing based on volume tiers. We may increasingly rely on a bundled pricing model. We have changed our pricing model from time to time, and may have to do so in the future. We believe that our price increase in 2023 may have adversely affected our business, and future increases may also adversely affect our business, operating results and financial condition. At the same time, as new or existing competitors introduce tools that compete with ours or reduce their prices, we may be unable to attract new customers or retain existing customers. We also must determine the appropriate price to enable us to compete effectively internationally. As a result, we may be required or choose to reduce our prices or otherwise further change our pricing model, which could adversely affect our business, operating results and financial condition.

We have benefited from growth in the market for SMBIT and mid-market ITcybersecurity spending, and lack of continued growth or contraction in this market could have an adverse effect on our results of operations and financial condition.

As SMBs and mid-market companies invest in technology and their needs for continuous availability, performance and security grow, they have been increasingly relying on MSPs to manage these aspects of their businesses. In addition to MSPs, other IT services providers, such as value-added resellers, systems integrators, IT consultants and data center operators, have also adopted a managed services model. While we have benefited from the growth in SMB and mid-marketbusiness spending on IT and cybersecurity, and the rise of the managed IT services model, the market is dynamic and evolving. Our future financial performance will depend in large part on continued growth in both overall IT and cybersecurity spending by SMBs and demand from SMBsbusinesses forto MSPs andutilize IT services providers to provide oversight, management and security of their IT systems and devices. If this market fails to grow or grows more slowly than we currently anticipate, our results of operations and financial condition could be adversely affected.

Our business depends on the overall demand for information technology and on the economic health of our current and prospective customers. Any significant weakening of the economy in the United States, Europe, Asia, Australia and of the global economy, more limited availability of credit, a reduction in business confidence and activity, decreased government spending, economic uncertainty and other difficulties may affect one or more of the sectors or countries in which we sell our solutions. Global economic and political uncertainty may cause some of our IT services provider customers or potential customers, or their SMB and mid-market customers,end-customers, to curtail spending generally or IT management spending specifically, and may ultimately result in new regulatory and cost challenges to our international operations. In addition, a strong dollar could reduce demand for our solutions in countries with relatively weaker currencies. InflationIn recentlyrecent years, inflation increased at the highest rate in four decades in the United States amid a slowing economy and there arewere numerous indicators suggesting a potential economic recession in the United States and other regions of the world. AnyAlthough suchinflation conditionsin the United States has decreased significantly from its peak in 2022, any potential recession in the United States and other regions could result in reductions in subscriptions, reduction of consumption of our services, longer sales cycles, slower adoption of new technologies and increased price competition. Any of these events could have an adverse effect on our business, operating results and financial position.

A pandemic, epidemic or outbreak of an infectious disease, such as the COVID-19 pandemic,disease may materially affect how we and our customers are operating our businesses and our financial results.

We are subject to risks related to public health crisescrises. suchFor asexample, the COVID-19 pandemic. The COVID-19 pandemicpandemic, and policies and regulations implemented by governments in response to the COVID-19 pandemicresponse, had a significant impact, both directly and indirectly, on global businesses and commerce and indirect effects such as worker shortages and supply chain constraints. Future global health concerns could also result in social, economic, and labor instability in the countries in which we or the third parties with whom we engage operate.

Risks Related to Cybersecurity and Artificial Intelligence (“AI”)

Cyberattacks, including the Cyber Incident,Cyberattacks and other security incidents have resulted, and in the future may result, in compromises or breaches of our, our IT services provider customers’, or their SMB and mid-market customers’end-customers’ systems, the insertion of malicious code, malware, ransomware or other vulnerabilities into our, our IT services provider customers’, or their SMB and mid-market customers’end-customers’ systems, the exploitation of vulnerabilities in our, our TIT services provider customers’, or their SMB and mid-market customers’end-customers’ environments, the theft or misappropriation of our, our IT services provider customers’, or their SMB and mid-market customers’end-customers’ proprietary and confidential information, and interference with our, our IT services provider customers’, or their SMB and mid-market customers’end-customers’ operations, exposure to legal and other liabilities, higher customer and employee attrition and the loss of key personnel, negative impacts to our sales, renewals and upgrades and reputational harm and other serious negative consequences, any or all of which could materially harm our business.

We are heavily dependent on our technology infrastructure to operate our business, and our customers rely on our solutions to help manage and secure their IT infrastructure and environments, and that of their SMB and mid-market customers,end-customers, including the protection of confidential information. Despite our implementation of security measures and controls, our systems, the systems of our third-party service providers upon which we rely, the systems of our customers and the virtualized systems of our customers, as well as the information that those systems store and process are vulnerable to attack from numerous threat actors, including sophisticated nation-state and nation-state-supported actors (including advanced persistent threat intrusions). Threat actors have been, and may in the future be, able to compromise our security measures or otherwise exploit vulnerabilities in our systems, including vulnerabilities that may have been introduced through the actions of our employees or contractors or defects in design or manufacture of our products and systems or the products and systems that we procure from third parties. In doing so, they have been, and may in the future be, able to breach or compromise our IT systems, including those which we use to design, develop, deploy and support our products, and access and misappropriate our, our current and former employees’ and our customers’ proprietary and confidential information, including our software source code, introduce malware, ransomware or vulnerabilities into our products and systems and create system disruptions or shutdowns. By virtue of the role our products play in helping to manage and secure the environments and systems of our customers and their end customers, attacks on our systems and products can result in similar impacts on our customers’ and their customers’ systems and data.

Cybersecurity has become increasingly important to our customers as their end customers experience increased security threats while more of their workforce works remotely. Larger volumes of remote devices are connecting to SMBs’ networks driving increased vulnerability and incidences of ransomware and phishing attacks are growing, making security a high priority for SMBs.businesses. The potential impact of cybersecurity breaches or incidents affecting customers’ remote monitoring of multiple SMB or mid-market customers’businesses’ networks and devices is significant.

Moreover, the number and scale of cyberattacks have continued to increase and the methods and techniques used by threat actors, including sophisticated “supply-chain” attacks such as the Cyber Incident, continue to evolve at a rapid pace.pace, particularly through the use of AI by threat actors. In addition, the democratization of coding is contributing to an increase in the scale, speed, and sophistication of attacks. As a result, we may be unable to identify current attacks, anticipate these attacks or implement adequate security measures. We have experienced, and may in the future experience, security breaches that may remain undetected for an extended period and, therefore, have a greater impact on our solutions, our proprietary data or the data of our IT services provider customers or their SMB and mid-market customers,end-customers, and ultimately on our business. In addition, our ability to defend against and mitigate cyberattacks depends in part on prioritization decisions that we and third parties upon whom we rely make to address vulnerabilities and security defects. While we endeavor to address all identified vulnerabilities in our products, we must make determinations as to how we prioritize developing and deploying the respective fixes and we may be unable to do so prior to an attack. Likewise, even once a vulnerability has been addressed, for certain of our products, the fix will only be effective once a customer has updated the impacted product with the latest release, and customers that do not install and run the remediated versions of our products, and their SMB and mid-market customers,end-customers, may remain vulnerable to attack.

Cyberattacks, including the Cyber Incident,Cyberattacks and other security incidents have resulted, and in the future may result, in numerous risks and adverse consequences to our business, including that (a) our prevention, mitigation and remediation efforts may not be successful or sufficient, (b) our confidential and proprietary information, including our source code, as well as personal information related to current or former employees and customers, may be accessed, exfiltrated, misappropriated, compromised or corrupted, (c) we incur significant financial, legal, reputational and other harms to our business, including, loss of business, decreased sales, severe reputational damage adversely affecting current and prospective customer, employee or vendor relations and investor confidence, U.S. or foreign regulatory investigations and enforcement actions, litigation, indemnity obligations, damages for contractual breach, penalties for violation of applicable laws or regulations, including laws and regulations in the United States and other jurisdictions relating to the collection, use and security of user and other personally identifiable information and data, significant costs for remediation, impairment of our ability to protect our intellectual property, stock price volatility and other significant liabilities, (d) our insurance coverage, including coverage relating to certain security and privacy damages and claim expenses, may not be available or sufficient to compensate for all liabilities we incur related to these matters or that we may face increased costs to obtain and maintain insurance in the future, and (e) our steps to secure our internal environment, adapt and enhance our software development and build environments and ensure the security and integrity of the solutions that we deliver to our customers may not be successful or sufficient to protect against future threat actors or cyberattacks. We have incurred and expect to continue to incur significant expenses related to our cybersecurity initiatives.

During the year ended December 31, 2024, we began increasing the proportion of our subscriptions that are long-term committed contracts, as compared to month-to-month contracts (the “Long-Term Contract Initiative”). Under Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (“Topic 606”),” we recognize revenue for long-term subscriptions when the distinct license is made available to the customer, and support revenue is recognized ratably over the contract term. Revenue from the license performance obligation of our self-managed solutions is recognized at a point in time upon delivery of the access to the licenses and revenue from the performance obligation related to the technical support and unspecified software upgrades of our subscription-based license arrangements is recognized ratably over the agreement period. PointThe Long-Term Contract Initiative results in time subscription revenue decreased from $14.7 million during the three months ended December 31, 2023 to $10.8 million during the three months ended December 31, 2024, and increased from $56.4 million during the year ended December 31, 2023 to $62.3 million during the year ended December 31, 2024. Thean increase in point in time subscription revenue during the year ended December 31, 2024 wasrevenue, primarily due to the impact of revenue recognition for long-term committed contracts under Topic 606, net of any volume and pricing rationalization when committing to long-term subscriptions and any fluctuations in month-to-month contracts. See Note 2. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements for further details regarding revenue recognized from subscription and other services at a point in time and over time.

Our net (loss) income for the three months ended December 31, 20242025 and 20232024 was $3.3$(7.2) million and $9.4$3.3 million, respectively. The decrease in net income for the three months ended December 31, 20242025 was due to increases in cost of revenue, sales and marketing expense, interest expense, net, amortization of acquired technologies, research and development expense, other expense, net, cost of revenue, amortization of acquired technologies, salesgeneral and marketingadministrative expense, income tax expense, and amortization of acquired intangibles, and general and administrative expense, partially offset by an increase in revenue and a decrease in income tax expense.revenue. Our Adjusted EBITDA, calculated as net (loss) income of $3.3$(7.2) million and $9.4$3.3 million for the three months ended December 31, 20242025 and 2023,2024, respectively, excluding amortization of acquired intangible assets and developed technology of $3.9$6.9 million and $1.6$3.9 million, respectively, depreciation expense of $4.0$4.8 million and $3.9$4.0 million, respectively, income tax expense of $3.7$4.5 million and $7.4$3.7 million, respectively, interest expense, net of $7.3$12.2 million and $7.7$7.3 million, respectively, unrealized foreign currency losses (gains) of $2.0$4.2 million and $(1.8)$2.0 million, respectively, transaction related costs of $2.4$0.9 million and $(0.5) million, respectively, spin-off costs of $0.0 million and $0.1$2.4 million, respectively, stock-based compensation expense and related employer-paid payroll taxes of $10.8$10.4 million and $10.9$10.8 million, respectively, and restructuring costs and other of $0.7$2.0 million and $0.5$0.7 million, respectively, was $38.1$38.6 million and $39.2$38.1 million for the three months ended December 31, 20242025 and 2023,2024, respectively.

•Amortization of Acquired Technologies. We amortize to cost of revenue capitalized costs of technologies acquired in connection with the take private transaction of SolarWinds in early 2016 and subsequent business combinations, including the July 1, 2022 acquisition of Spinpanel B.V. (“Spinpanel”) and November 20, 2024 acquisition of Adlumin. Amortization related to the take private transaction of SolarWinds concluded during the three months ended March 31, 2023.

Total revenue increased $44.3 millionmillion, or 10.5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. We base revenue by geography on the billing address of each customer. Based on customer location, revenue from the United States was approximately 48.2% and 48.8% of total revenue for the years ended December 31, 2024 and 2023, respectively. Revenue from the United Kingdom was approximately 10.5% and 10.2% of total revenue for the years ended December 31, 2024 and 2023, respectively. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods.

Subscription Revenue. Subscription revenue increased $46.9 million, or 11.4%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase in subscription revenue was primarily driven by growth in sales of our data protection, security and unified endpoint management solutions, inclusive of the net positive impact from long-term committed contracts. See Fourth Quarter Financial Highlights for further details regarding the impact of long-term committed contracts during the year ended December 31, 2024. Subscription revenue increased slightly as a percentage of total revenue for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Our annual dollar-based net revenue retention rate for our subscription products was approximately 103% and 110% for the years ended December 31, 2024 and 2023, respectively. The 103%reduction in the dollar-based net revenue retention rate reflects the pressure from our pricing and packaging changes, coupled with rationalization related to our Long-Term Contract Initiative, which began materially impacting net revenue retention during the three months ended June 30, 2024. Our calculation includes any expansion revenue and is net of any contraction or cancellation, but excludes credits and revenue attributable to any customer who was not a customer with a paid subscription in the prior period. To calculate our annual dollar-based net revenue retention rate, we first identify the customers with active paid subscriptions in the last month of the prior-year period, or the base customers. We then divide the subscription revenue in the last month of the current-year period attributable to the base customers by the revenue attributable to those base customers in the last month of the prior-year period. Our dollar-based net revenue retention rate for a particular period is then obtained by averaging the rates from that particular period with the results from each of the prior eleven months.

Sales and Marketing. Sales and marketing expenses increased $0.9 million, or 0.7%, primarily due to an increase in personnel costs driven by headcount and salary increases of $7.4 million, which includes an increase in stock-based compensation expense of $0.3 million, an increase in travel and event-related costs of $1.7 million, an increase in allocated facilities and IT costs of $0.3 million, an increase in restructuring and other costs of $0.3 million, and an increase in transaction related costs of $0.2 million, partially offset by an increase in commissions related to long-term committed contracts that were capitalized from sales and marketing expenses to the Consolidated Balance Sheets of $7.4 million, which is net of the recognition of $0.4 million of amortization expense for capitalized commissions, and a decrease in advertising expense of $1.6 million.

General and Administrative. General and administrative expenses increased $6.6 million, or 9.5%, primarily due to an increase in transaction related costs of $4.7 million, which includesis net of gains on contingent consideration related to the July 1, 2022 acquisition of Spinpanel of $3.7 million and the November 20, 2024 acquisition of Adlumin of $2.6 million, respectively, and an increase in expense of $1.8 million related to the Adlumin deferred consideration liability, an increase in rent expense of $2.4 million, an increase in restructuring and other costs of $2.0 million, and an increase in professional fees of $1.2 million, partially offset by a decrease in allocated facilities and IT costs of $2.2 million, a decrease in costs associated with our separation from SolarWinds of $0.7 million, and a decrease in director and officer liability insurance costs of $0.6 million. See Note 3. Acquisitions, Note 7. Fair Value Measurements, and Note 15. Commitments and Contingencies in the Notes to Consolidated Financial Statements for additional information regarding the acquisitions of Spinpanel and Adlumin.

Amortization of Acquired Intangibles. Amortization of acquired intangibles decreased $0.3 million, or 53.4%, primarily due to a decrease in expense of $0.6 million related to the conclusion of amortization of intangible assets acquired in connection with the take private transaction of SolarWinds in early 2016 during the three months ended March 31, 2023, partially offset by an increase in expense of $0.2 million related to the November 20, 2024 acquisition of Adlumin.

Interest expense, net decreased by $0.2 million, or 0.7%, infor the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to the impact of decreased interest rates and lower outstanding borrowings under the Credit Agreement. Outstanding borrowings under the Credit Agreement bear interest at variable rates, and therefore changes in interest rates will have an impact on our financial results and cash flows. See Note 9. Debt in the Notes to Consolidated Financial Statements for additional information regarding the Credit Agreement.

Other income, net decreased by $2.3 million, or 54.7%, infor the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a decrease in the impact of changes in foreign currency exchange rates of $3.8 million related to various accounts for the period, partially offset by an increase in dividend income from our money market fund financial assets of $1.9 million.

In connection with the Separation and Distribution, on July 19, 2021, certain subsidiaries of the Company entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase, Bank, N.A. as administrative agent and collateral agent and the lenders from time to time party thereto. We subsequently entered into Amendment No. 1 to the Credit Agreement on June 26, 2023, and Amendment No. 2 to the Credit Agreement on November 26, 2025. The Credit Agreement provides for $410.0$460.0 million of first lien secured credit facilities (the “Credit Facilities”), consisting of a $60.0 million revolving credit facility (the “Revolving Facility”), and a $350.0$400.0 million term loan facility (the “Term Loan”). On July 19, 2021, prior to the completion of the Distribution, the Company distributed approximately $16.5 million, representing the proceeds from the Term Loan, net of the repayment of related party debt due to SolarWinds Holdings, Inc., payment of intercompany trade payables, and fees and other transaction-related expenses, to SolarWinds. The Revolving Facility is primarily available for general corporate purposes. We had total borrowings of $333.1$393.9 million and $335.0$333.1 million as of December 31, 20242025 and 2023,2024, respectively, net of debt issuance costs of $5.5$6.1 million and $7.1$5.5 million, respectively. In addition to our total borrowings, we are also committed to cash interest payments of approximately $90.1$178.4 million over the term of the Credit Agreement, based upon an interest rate as of December 31, 20242025 of 7.53%.6.59%. See Note 9. Debt in the Notes to Consolidated Financial Statements for further details regarding the Credit Agreement.

For the year ended December 31, 20242025 as compared to the year ended December 31, 2023,2024, the decreaseincrease in cash provided by operating activities was primarily due to a decrease in accrued liabilities and other, an increase in recoverable taxes, ana increasedecrease in other long-term assets, a decrease in current contract assets, an increase in otheraccrued long-term assets,liabilities and aother, decreaseand an increase in accounts payable, partially offset by aan decreaseincrease in prepaid expenses and other current assets, aan decreaseincrease in accounts receivable, a decrease in income taxes payable, an increase in income taxes receivable, a decrease in deferred revenue, an increase in operating lease right-of-use assets, net, an increase in income taxes payable, an increase in deferred revenue, and ana increasedecrease in other long-term liabilities. The net cash outflowoutflows of $21.5$2.2 million and net cash inflow of $2.1$21.0 million resulting from the changes in our operating assets and liabilities for the years ended December 31, 20242025 and 2023,2024, respectively, excluding the changes noted above, waswere primarily due to the timing of sales, cash payments and receipts.

Investing cash flows consist of cash used for acquisitions, net of cash acquired, capital expendituresexpenditures, intangible assets and intangiblecash assets.provided by the return of deposits in escrow. Our capital expenditures principally relate to purchases of servers for cloud infrastructure primarily to support our data protection solutions, as well as leasehold improvements, computers and equipment to support our domestic and international office locations. Purchases of intangible assets consist of capitalized research and development costs.

Net cash used in investing activities increaseddecreased for the year ended December 31, 20242025 as compared to the year ended December 31, 2023,2024, primarily due to ana increasedecrease in acquisitions, net of cash acquired and an increase in capitalthe expenditures,return of deposits in escrow related to the November 20, 2024 acquisition of Adlumin, partially offset by aan decreaseincrease in capitalized research and development costs.costs related to internal-use software and an increase in capital expenditures to support our domestic and international office locations.

Financing cash flows consist of payments of tax withholding obligations related to restricted stock, repurchases of our common stock, the exercise of stock options, proceeds from the issuance of common stock under the Employee Stock Purchase Plan, deferred acquisition payments, and repayments of borrowings from the Credit AgreementAgreement, Net cash used in financing activities increased for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to an increase in payments of tax withholding obligations related to restricted stock and a decrease in proceeds from exercises of stock options, partially offset by an increase innet proceeds from the issuanceCredit Agreement, and payments of commondebt stockissuance under the Employee Stock Purchase Plan and a decrease in deferred acquisition payments.costs.

Our goodwill was derived from the take private transaction of SolarWinds in February 2016 and subsequent business combinations, where the purchase price exceeded the fair value of the net identifiable assets acquired. The N-able legal entities were managed as a single reporting unit of the Parent prior to the Separation and Distribution and N-able continues to be managed as a single reporting unit following the Separation and Distribution. Goodwill is tested for impairment at least annually during the fourth quarter or sooner when circumstances indicate an impairment may exist. An impairment of goodwill is recognized when the carrying amount of a reporting unit exceeds its fair value. For purposes of the annual impairment test, we assess qualitative factors to determine if it is more likely than not that goodwill might be impaired and whether it is necessary to perform the quantitative impairment test which considers the fair value of the reporting unit compared with the carrying value on the date of the test. Qualitative factors include industry and market considerations, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers and other relevant events and circumstances affecting the reporting unit. We may also elect to bypass the qualitative assessment and perform a quantitative assessment.

N-able, Inc., a Delaware corporation, together with its subsidiaries (“Company”, “we,” “us” and “our”), protects businesses from evolving cyberthreats. Our AI poweredAI-powered cybersecurity platform delivers business resilience to more thanapproximately 500,000 organizations worldwide, leveraging advanced end-to-end capabilities, simplified workflows, market-leading integrations, and flexible deployment options to improve efficiency and drive critical security outcomes. Our partner-first approach pairs our technology with experts, training, and peer-led events that empower customers to be secure, resilient, and successful.

FirstSecond Quarter Financial Highlights

Our total revenue was $133.7$138.2 million and $118.2$130.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. See Note 2. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements for further details regarding revenue recognized from subscription and other services.

Total annual recurring revenue (“ARR”) as of MarchJune 31,30, 2026 was $548.0$544.5 million, compared to $492.7$513.7 million as of MarchJune 31,30, 2025, representing an increase of 11.2%.6.0%. This increase was primarily due to steady demand for our solutions.

As of MarchJune 31,30, 2026, we had 2,7102,706 customers with ARR over $50,000 on our platform, up from 2,3982,540 as of MarchJune 31,30, 2025, representing an increase of 13.0%.6.5%. Over the same period, customers with over $50,000 of ARR on our platform grew from approximately 58%60% of our total ARR as of MarchJune 31,30, 2025 to approximately 62%63% of our total ARR as of MarchJune 31,30, 2026.

Our operating income for the three months ended MarchJune 31,30, 2026 was $12.5$16.5 million, compared to operating income of $1.8$9.3 million for the three months ended MarchJune 31,30, 2025. Our net lossincome for the three months ended MarchJune 31,30, 2026 was $0.6$1.8 million, compared to net loss of $7.2$4.6 million for the three months ended MarchJune 31,30, 2025. The decreasereturn into netprofitability loss forduring the three months ended MarchJune 31,30, 2026 was primarily due to an increase in revenue and a decreasedecreases in general and administrative expense,expense and other (expense) income, net, offset in part by increases in cost of revenue, otherincome tax expense, net, research and development expense, sales and marketing expense, incomeand taxinterest expense, and amortization of developed technologies.net. Our Adjusted EBITDA, calculated as net lossincome of $0.6$1.8 million and $7.2net loss of $4.6 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, excluding amortization of acquired intangibles and developed technology of $6.6$6.8 million and $6.2$6.3 million, respectively, depreciation expense of $4.8$3.8 million and $4.2$4.7 million, respectively, income tax expense of $4.8$6.0 million and $3.3$5.0 million, respectively, interest expense, net of $7.6$8.3 million and $7.1$8.1 million, respectively, unrealized foreign currency losses (gains) of $1.1$1.3 million and $(0.8)$2.4 million, respectively, transaction related costs of $0.2$1.1 million and $6.3$5.6 million, respectively, stock-based compensation expense and related employer-paid payroll taxes of $11.8$10.3 million and $12.7$13.2 million, respectively, and restructuring costs and other of $0.5$0.6 million and $(0.1)$0.4 million, respectively, was $36.7$39.9 million and $31.6$40.9 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. For a description and reconciliation of the non-GAAP measures discussed in this section, see Non-GAAP Financial Measures below.

We have built our business to generate strong cash flow over the long term. For the three months ended MarchJune 31,30, 2026 and 2025, cash flows from operations were $17.5$26.5 million and $19.7$24.2 million, respectively. Our cash flows from operations were reduced by cash payments for interest of $6.9$6.5 million and $6.4$6.3 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and cash payments for income taxes of $5.6$8.0 million and $2.2$3.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Operating expenses consist of sales and marketing, research and development and general and administrative expenses as well as amortization of acquired intangibles. Generally, personnel costs are the most significant component of operating expenses and include salaries, bonuses and stock-based compensation and related employer-paid payroll taxes, as well as an allocation of our facilities, depreciation, IT and benefits costs. We had total employees of 1,863,1,978, 1,852, and 1,800 as of MarchJune 31,30, 2026, December 31, 2025, and MarchJune 31,30, 2025, respectively. Our stock-based compensation expense decreased during the three months ended MarchJune 31,30, 2026 as compared to the corresponding period of the prior fiscal year primarily due to a decrease in the fair value of equity awards granted to employees as a result of a decline in our stock price during the three months ended MarchJune 31,30, 2026. We expect stock-based compensation expense to continue to decrease during the remainder of the year ending December 31, 2026.

•Amortization of Acquired Intangibles. We amortize to operating expenses capitalized costs of intangible assets primarily acquired in connection with the take private transaction of SolarWinds in early 2016 and subsequent business combinations, including the late July 1, 2022 acquisition of Spinpanel and the November 20, 2024 acquisition of Adlumin. Amortization related to the take private transaction of SolarWinds concluded during the three months ended March 31, 2023.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

Total revenue increased $15.5$7.7 million, or 13.1%,5.9%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. We base revenue by geography on the billing address of each customer. Based on customer location, revenue from the United States was approximately 48.5%48.4% and 51.2%49.2% of total revenue for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Revenue from the United Kingdom was approximately 10.4% and 10.0%10.4% of total revenue for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods.

Subscription Revenue. Subscription revenue increased $15.6$7.9 million, or 13.4%,6.1%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase in subscription revenue was primarily driven by increased traction across our cybersecurity platform. Subscription revenue as a percentage of our total revenue was 99.1%99.2% for the three months ended MarchJune 31,30, 2026, compared to 98.9% for the three months ended MarchJune 31,30, 2025.

Our annual dollar-based net revenue retention rate for our subscription products was approximately 106% and 101%102% for the trailing twelve-month periods ended MarchJune 31,30, 2026 and 2025, respectively. The 106% dollar-based net revenue retention rate reflects the impact from our pricing and packaging changes. Our calculation includes any expansion revenue and is net of any contraction or cancellation, but excludes credits and revenue attributable to any customer who was not a customer with a paid subscription in the prior period. To calculate our annual dollar-based net revenue retention rate, we first identify the customers with active paid subscriptions in the last month of the prior-year period, or the base customers. We then divide the subscription revenue in the last month of the current-year period attributable to the base customers by the revenue attributable to those base customers in the last month of the prior-year period. Our dollar-based net revenue retention rate for a particular period is then obtained by averaging the rates from that particular period with the results from each of the prior eleven months.

Other Revenue. Other revenue decreased $0.1$0.2 million, or 9.8%,16.2%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to decreases in maintenance revenue and professional services revenue. Other revenue as a percentage of our total revenue was 0.9%0.8% for the three months ended MarchJune 31,30, 2026, compared to 1.1% for the three months ended MarchJune 31,30, 2025.

Total cost of revenue increased $4.1$3.3 million, or 14.7%,11.3%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to increasesan increase in public cloud infrastructure and hosting fees and royalties related to our subscription products of $3.5$4.0 millionmillion, andpartially offset by a decrease in depreciation of servers and amortization of capitalized internal-use software costs of $0.8$0.5 million.

Sales and Marketing. Sales and marketing expenses increased $2.2$0.3 million, or 5.4%,0.8%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to increases in advertising, public relations, and other marketing spend of $2.7 million, partially offset by decreases in acquisition-related costs of $1.4 million and personnel costs driven by headcount and salary increasesdecreases of $1.2 million, advertising and other marketing spend of $1.1 million, and trade show and events spend of $0.5 million, partially offset by a decrease in acquisition-related costs of $1.0$0.8 million.

Research and Development. Research and development expenses increased $2.3$0.3 million, or 9.4%,1.1%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily driven by increases in allocated facilities and IT costs of $0.4 million and personnel costs driven by headcount and salary increases of $1.1$0.3 million, allocatedpartially facilitiesoffset andby ITdecreases costs of $0.6 million, andin contract services costs and travel expenses of $0.5 million.

General and Administrative. General and administrative expenses decreased $3.7$3.3 million, or 15.3%,14.3%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to decreases in acquisition-relatedexpense related to the Adlumin deferred consideration liability of $1.6 million, personnel costs ofdue $4.8to millionheadcount and rentsalary decreases of $1.1 million, and allocatedexpense facilitiesrelated andto ITthe costsAdlumin contingent consideration liability of $0.8 million, partially offset by increases in bad debt expense of $0.9 million and restructuring costs of $0.5$0.6 million.

Amortization of Acquired Intangibles. Amortization of acquired intangibles remains relatively unchanged for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, and relates to the November 20, 2024 acquisition of Adlumin.

Interest expense, net decreasedincreased by $0.5$0.3 million, or 7.3%,3.1%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to aan decreaseincrease in tax-related interest income of $1.0 millionexpense related to priorthe yearCredit CRAAgreement refundsamendment inof Canada,$0.8 million, partially offset by a decrease in expense of $0.6 million related to the Adlumin deferred consideration liability. Outstanding borrowings under the Credit Agreement bear interest at variable rates, and therefore changes in interest rates will have an impact on our financial results and cash flows. See Note 8. Debt in the Notes to Consolidated Financial Statements for further details regarding the Credit Agreement and Note 3. Acquisitions, Note 6. Fair Value Measurements, and Note 11. Commitments and Contingencies for further details regarding the acquisition of Adlumin.

Other (expense) income, net decreased by $2.1$0.4 million, or 149.3%,49.3%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to increaseddecreased losses due to the impact of exchange rates on foreign currency denominated accounts of $2.2$0.5 million

Our income tax expense for the three months ended MarchJune 31,30, 2026 increased by $1.5$0.9 million as compared to the three months ended MarchJune 31,30, 2025. The effective tax rate increaseddecreased to 114.7%77.2% for the same period primarily due to an increasedecreases in income taxes on income outside of the United States,States partially offset by a decreaseand in the amount of the unbenefited loss in the United States.

•Restructuring Costs and Other. We provide non-GAAP information that excludes restructuring costs such as severance, certain employee relocation costs andcosts, the estimated costs of exiting and terminating facility lease commitments, and the costs of intra-group transfers of IP rights, as they relate to our corporate restructuring and exit activities. These costs are inconsistent in amount and are significantly impacted by the timing and nature of these events. Therefore, although we may incur these types of expenses in the future, we believe that eliminating these costs for purposes of calculating the non-GAAP financial measures facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.

Cash and cash equivalents were $117.8$115.8 million as of MarchJune 31,30, 2026. As our sales and operating cash flows are primarily generated in the United Kingdom and Canada, our international subsidiaries held approximately $105.4$106.2 million of cash and cash equivalents, of which 68.3%,72.8%, 19.0%,15.9%, 3.8%3.4%, and 3.6%2.1% were held in United States Dollars, Euros, Canadian Dollars and British Pound Sterling, and Canadian Dollars, respectively. We intend either to invest our foreign earnings permanently into foreign operations or to remit these earnings to our United States entities in a tax-efficient manner. The U.S. Tax Cuts and Jobs Act of 2017 imposed a mandatory transition tax on accumulated foreign earnings and eliminates United States federal income taxes on foreign subsidiary distributions. As a result, our earnings in foreign jurisdictions are generally available for distribution to the United States without significant U.S. tax consequences.

In connection with the Separation and Distribution, on July 19, 2021, certain subsidiaries of the Company entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase, Bank,Bank N.A. as administrative agent and collateral agent and the lenders from time to time party thereto. The Credit Agreement providesprovided for $410.0 million of first lien secured credit facilities (the “Credit Facilities”), consisting of a $60.0 million revolving credit facility (the “Revolving Facility”), and a $350.0 million term loan facility (the “Term Loan”). On July 19, 2021, prior to the completion of the Distribution, the Company distributed approximately $16.5 million, representing the proceeds from the Term Loan, net of the repayment of related party debt due to SolarWinds Holdings, Inc., payment of intercompany trade payables, and fees and other transaction related costs, to SolarWinds. The Revolving Facility is primarily available for general corporate purposes. We had total borrowings of $393.1$392.3 million and $393.9 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively, net of debt issuance costs of $(5.9)$5.7 million and $6.1 million, respectively. See Note 8. Debt in the Notes to Consolidated Financial Statements for further details regarding the Credit Agreement.

On March 11, 2025, our board of directors approved a share repurchase program (the “Repurchase Program”) authorizing the repurchase of up to $75.0 million of our common stock, par value $0.001 per share (the “Common Stock”). The timing and total amount of stock repurchases will depend upon business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The Repurchase Program has no expiration date, may be suspended or discontinued at any time without notice, and does not obligate the Company to acquire any specific dollar amount or numbers of shares of Common Stock. Under the Repurchase Program, we repurchased 3,776,155 shares for $30.0 million during the year ended December 31, 2025. As of MarchJune 31,30, 2026, we are authorized to repurchase a remaining $45.0 million ofremained ouravailable commonfor stockrepurchases under the Repurchase Program. See Part II - Item 2. Unregistered Sales of Equity and Use of Proceeds for additional information on the Repurchase Program.

During the three months ended MarchJune 31,30, 2026 and 2025, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Cash provided by operating activities decreasedincreased for the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025, primarily due to an increase in net income of $11.9 million, offset in part by a decrease in net cash inflows resulting from changes in non-cash items within net loss of $8.7 million and an increase in net cash outflows resulting from changes in our operating assets and liabilities of $7.9 million and a decrease in non-cash items within net loss of $0.9 million, offset in part by a decrease in net loss of $6.5$3.1 million. The increase in net cash outflows resulting from changes in our operating assets and liabilities of $7.9$3.1 million was primarily due to aincreases decreasein recoverable taxes and operating lease right-of-use assets, net and decreases in accrued liabilities and other, an increase in recoverable taxes, and decreases in deferred revenue andrevenue, income taxes payable, and other long-term liabilities, offset in part by a decreasedecreases in current contract assets, accounts receivable, prepaid expenses and other current assets, other long-term assets, and income tax receivable and an increase in accounts payable, and decreases in accounts receivable, current contract assets, and other long-term assets.payable.

Net cash used in investing activities decreasedincreased for the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025, primarily due to decreasesan increase in capital expenditures to support our domestic and international office locations and a decrease in the return of deposits in escrow, offset in part by a decrease in capitalized research and development costs related to internal-use software.

Net cash used in financing activities decreased for the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025, primarily due to a decreasedecreases in payments for the repurchase of common stock and payments of tax withholding obligations related to restricted stock, offset in part by an increaseincreases in deferred acquisition payments, payments of debt issuance costs, and repayments of borrowing related to the Credit Agreement and a decreasedecreases in proceeds from the exercise of stock options and proceeds from the issuance of common stock under the Employeeemployee Stockstock Purchasepurchase Plan.plan.

As of MarchJune 31,30, 2026, there have been no material changes in our contractual obligations and commitments as of December 31, 2025, which were disclosed in our 2025 Annual Report.