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

Paymentus Holdings, Inc. · NYSE · Services-Business Services, Nec · CIK 1841156 · All filings on SEC.gov

Everything below is quoted or computed from Paymentus Holdings, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

287 / 245risk-factor paragraphs added / removed in latest 10-K
27new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
3Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-24 (period ending 2025-12-31) with 10-K filed 2025-03-11 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

287new paragraphs
245removed paragraphs
71reworded paragraphs
29,690 → 16,481words in section

New heading “If we cannot manage our infrastructure to support future growth and effectively manage our expanding operations, our business and reputation could be harmed.”

New heading “Our ability to maintain profitability is uncertain due to expected increases in costs that may not be offset by revenue growth or expected benefits from investments.”

New heading “Our sales efforts to large enterprises are complex, costly and unpredictable, which could cause our results to fluctuate.”

New heading “Economic risks and inflationary pressures could negatively affect our financial performance, and we may not be able to adjust our pricing accordingly.”

New heading “The market in which we operate is competitive, and if we cannot compete effectively, our business, operating results and financial condition could be harmed.”

New heading “Fluctuations in our operating results and shifts in payment mix make forecasting difficult; inability to accurately meet our forecasts could cause our stock price to decline.”

New heading “We depend on third-party payment processors, sponsor banks, and printers; service interruptions from these providers could harm our business.”

New heading “Our use of artificial intelligence (AI) and machine learning (ML) presents specific risks that could harm our business and reputation.”

New heading “We operate in an innovative and evolving market, and slow or unexpected development could negatively impact our revenue.”

New heading “Our risk management efforts may be ineffective against fraudulent activities, exposing us to material financial losses, liability and reputational harm.”

New heading “If we lose our founder and chief executive officer or other key management, or cannot attract and retain qualified executives and employees, our business may be harmed.”

New heading “Failure to provide high-quality customer support could damage our reputation and business, or negatively impact our profitability.”

New heading “If our transaction fees are unacceptable to clients or consumers, our financial condition and growth could be harmed.”

New heading “Failure to meet our service level commitments could lead to credits, refunds or contract terminations, adversely affecting our revenue and financial condition.”

New heading “International expansion exposes us to a variety of operational, regulatory and financial risks.”

New heading “Acquisitions and strategic investments could be difficult to identify and integrate, divert management, disrupt our business and dilute stockholder value.”

New heading “We may require additional capital to support growth, and it may not be available on favorable terms, if at all.”

New heading “Adverse developments in the financial services industry, including events involving liquidity, defaults or non-performance, could adversely affect our business.”

New heading “Widespread health issues or pandemics, natural disasters or man-made problems could materially harm our business operations.”

New heading “Future litigation, investigations or similar matters could adversely affect our business and result in substantial costs.”

New heading “Actual or perceived failure to comply with data privacy, data protection and information security laws could result in litigation, fines and reputational harm.”

New heading “The requirements of being a public company may strain our resources, result in more litigation, and divert management's attention.”

New heading “Although remediated, we have previously identified material weaknesses in internal control over financial reporting; any future failure to maintain effective controls could harm our business and stock price.”

New heading “Interruptions or delays in services provided by third-party cloud-based data centers or internet service providers could impair platform delivery, damage our reputation and expose us to liability.”

New heading “Our platform depends on intellectual property and technology licensed from or made available by third parties in some cases, and the loss of access to such intellectual property and technology or the inability to obtain acceptable license terms could harm our business.”

New heading “Any real or perceived improper or unauthorized use, disclosure or access to the sensitive and personal data we process could harm our reputation and materially adversely affect our business and financial condition.”

New heading “Our bylaws designate exclusive forums for certain legal disputes, which could limit a stockholder's choice of judicial forum.”

Removed heading “Our business could be harmed if we fail to manage our infrastructure to support future growth.”

Removed heading “If we are unsuccessful in establishing, growing or maintaining partnerships, our ability to compete could be impaired, and our operating results may suffer.”

Removed heading “If we are unable to increase our revenue at a rate sufficient to offset expected increases in our costs, or if the investments we make in our business fail to generate the expected benefits, our business, operating results and financial condition will be harmed and we may not be able to maintain profitability over the long term.”

Removed heading “Our sales efforts to large enterprises involve considerable time and expense with long and unpredictable sales cycles.”

Removed heading “We are subject to economic risk and inflationary pressures, the business cycles and credit risk of our billers, financial institutions and partners and their consumers, and the overall level of consumer, business and government spending, which could negatively affect our business, operating results and financial condition.”

Removed heading “The markets in which we participate are competitive, and if we do not compete effectively, our business, operating results and financial condition could be harmed.”

Removed heading “Our revenue is sensitive to shifts in payment mix.”

Removed heading “We expect fluctuations in our operating results, which will make it difficult to project future results and may cause the market price of our Class A common stock to decline.”

Removed heading “We depend on third-party payment processors, sponsor banks and third-party printers to process bill payments made on our platform, and our business, operating results and reputation could be harmed if we experience service interruptions related to these processors.”

Removed heading “We operate in an emerging and evolving market, which may develop more slowly or differently than we expect. If our market does not grow as we expect, or if we cannot expand our platform to meet the demands of this market, our revenue may decline or fail to grow.”

Removed heading “Our risk management efforts may not be effective to prevent fraudulent activities, which could expose us to material financial losses and liability and otherwise harm our business.”

Removed heading “If we lose our founder and chief executive officer or other key members of our management team, or if we are unable to attract and retain executives and employees we need to support our operations and growth, our business may be harmed.”

Removed heading “Failure to attract and retain additional qualified personnel and any restrictions on the movement of personnel could prevent us from executing our business strategy and growth plans.”

Removed heading “If we fail to offer high-quality customer support, if we experience complaints regarding our customer support or if our support is more expensive than anticipated, our business and reputation could suffer.”

Removed heading “If the fees we charge are unacceptable to our billers, financial institutions or their consumers, our business, operating results and financial condition could be harmed.”

Removed heading “If we fail to meet our service level commitments, we could be obligated to provide credits or refunds or face contract terminations, which could adversely affect our business, operating results and financial condition.”

Removed heading “If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations and changing business needs, requirements or preferences, our products may become less competitive and our growth rate could decline.”

Removed heading “Growing use of artificial intelligence in our business has challenges that, if not properly managed could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations.”

Removed heading “Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our biller and financial institution base and achieve broader market acceptance of our products.”

Removed heading “As part of our long-term strategy, we anticipate expanding our operations internationally by targeting international billers, financial institutions and partners, and further expanding use of our platform internationally among our existing international billers, financial institutions and partners, which will create a variety of operational challenges.”

Removed heading “Acquisitions and strategic investments could be difficult to identify and integrate, divert the attention of management, disrupt our business, dilute stockholder value and adversely affect our business, operating results and financial condition.”

Removed heading “We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.”

Removed heading “Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by customers, financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations.”

Removed heading “Widespread health issues or pandemics could have a material adverse impact on our employees, billers, financial institutions, partners, consumers and other key stakeholders, which could materially and adversely impact our business, operating results and financial condition.”

Removed heading “Natural catastrophic events and man-made problems such as power disruptions, computer viruses, security breaches and incidents and terrorism may disrupt our business.”

Removed heading “We are subject to U.S. and foreign governmental laws, regulations, rules, standards, policies, contractual obligations and other legal obligations, particularly those related to privacy, data protection and information security, and our actual or perceived failure to comply with such obligations could harm our business, by resulting in litigation, fines, penalties, increased costs or adverse publicity and reputational damage that may negatively affect the value of our business and decrease the market price of our Class A common stock.”

Removed heading “If we fail to comply with extensive, complex, overlapping and frequently changing rules, regulations, standards and legal interpretations, our business could be materially harmed.”

Removed heading “We have previously identified material weaknesses in our internal control over financial reporting. Identification of additional material weaknesses in the future or a failure to maintain effective internal control over financial reporting, may result in material misstatements to our consolidated financial statements, adversely affect our ability to accurately and timely report our financial results, and may negatively impact investor confidence and our stock price.”

Removed heading “The requirements of being a public company may strain our resources, result in more litigation and divert management’s attention.”

Removed heading “We are subject to laws and regulations regarding export control, import, economic and trade sanctions, anti-money laundering and counter-terror financing that could impair our ability to compete in international markets or subject us to criminal or civil liability if we violate them.”

Removed heading “Interruptions or delays in the services provided by our third-party data centers or internet service providers could impair the delivery of our platform. Any changes in the systems that these providers make available to us that degrade the functionality of our platform, impose additional costs or requirements on us, or give preferential treatment to competitors’ services, including their own services, could materially and adversely affect usage of our products and services.”

Removed heading “We use open source software in our platform and products, which may pose particular risks to our proprietary software in a manner that could subject us to litigation or other actions, negatively affect our ability to sell our products or otherwise adversely affect our business, operating results and financial condition.”

Removed heading “We and our billers, financial institutions and partners and their consumers and other third parties that use our platform obtain, provide and process a large amount of sensitive and personal data. Any real or perceived improper or unauthorized use of, disclosure of or access to such data could harm our reputation as a trusted brand, as well as have a material adverse effect on our business, operating results and financial condition.”

Removed heading “Our business and platform depend in part on intellectual property and proprietary rights and technology licensed from or otherwise made available to us by third parties.”

Removed heading “We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our Class A common stock less attractive to investors.”

Removed heading “Future securities issuances could result in significant dilution to our stockholders and impair the market price of our Class A common stock.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: consent decree, litigation, class action, penalt
“Our platform enables our billers and partners to communicate directly with their consumers, including via email, text messages and telephone calls. Our platform also enables recording and monitoring of calls between our billers and partners and their consumers for training and quality assurance purposes. On occasion we also send communications directly to consumers. These activities are subject to a variety of U.S. state and federal laws, rules and regulations, such as the TCPA, the CAN-SPAM Act, and others related to telemarketing, recording and monitoring of communications. …”
see in full comparison
New text topics: investigation, litigation, class action, fine
“The scope and interpretation of these laws are often uncertain, conflicting or inconsistent, and rapidly evolving, which may require us to modify our data collection practices and incur substantial costs. Additionally, our billers, financial institutions or partners may be subject to differing privacy laws, rules and legislation, which may mean that they require us to be bound by varying contractual requirements applicable to certain other jurisdictions. …”
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Removed text topics: litigation, fine, penalt, sanction
“In addition, several foreign countries and governmental bodies, including within the EU, China, Australia, and other countries, have established their own laws, rules and regulations addressing privacy, data protection and information security with regard to the handling and processing of sensitive and personal data obtained from their residents with which we or our billers, financial institutions or partners may need to comply. …”
see in full comparison
Removed text topics: investigation, litigation, fine, penalt
“The scope and interpretation of the laws and regulations relating to privacy, data protection and information security that are or may be applicable to us are often uncertain and may be conflicting, as a result of the rapidly evolving regulatory framework for privacy issues worldwide. It is possible that these laws, regulations, rules, self-regulatory standards and other actual or alleged legal obligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices, solutions or platform capabilities. …”
see in full comparison
Removed text topics: litigation, fine, penalt, regulation
“We are subject to U.S. and foreign governmental laws, regulations, rules, standards, policies, contractual obligations and other legal obligations, particularly those related to privacy, data protection and information security, and our actual or perceived failure to comply with such obligations could harm our business, by resulting in litigation, fines, penalties, increased costs or adverse publicity and reputational damage that may negatively affect the value of our business and decrease the market price of our Class A common stock.”
see in full comparison
Removed text topics: investigation, litigation, class action, penalt
“In addition, our financial institution strategic partners conduct regular audits of our cybersecurity program, and if any of them were to conclude that our systems and procedures are insufficiently rigorous, they could terminate their relationships with us, and our financial results and business would be adversely affected. Under our terms of service and our contracts with strategic partners, if there is a breach of payment information that we store, we could be liable to the partner for their losses and related expenses. …”
see in full comparison
Full comparison: every changed paragraph (603)

Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this report, including the section titled "Management’s Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the accompanying notes included elsewhere in this report before making an investment decision. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business operations, results of operations, financial condition or prospects. The trading price of our Class A common stock could decline due to the materialization of any of these risks, and you may lose allpart or partall of your investment. In addition, the risks discussed below include forward-looking statementsstatements, and our actual results may differ substantially from those discussed in the forward-looking statements. See the section titled "Special Note Regarding Forward-Looking Statements" for a discussion of such statements and their limitations. Our risk factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part.

Reworded

Risks Related to Our BusinessBusiness, Industry and IndustryGrowth

Reworded

Our historical growth rate may not be sustainable or indicative of our future growth.growth, and a failure to attract and retain billers and financial institutions could materially harm our business.

Added

Our historical growth rate, including in payment volumes, may not be sustainable or indicative of our future growth. We cannot guarantee that we will be able to attract new billers, financial institutions and end-users, retain existing ones or maintain similar growth, despite solid growth in recent years.

Added

Retaining existing revenue is substantially less costly than generating new revenue. A failure to retain revenue from existing billers and financial institutions could adversely impact our operating results, even if offset by attracting new business or increasing platform adoption. Furthermore, a failure to meet our expected growth rates in all of our key performance metrics will likely harm the market price of our Class A common stock.

Removed

Our historical growth rate, including in payment volumes, may not be sustainable or indicative of our future growth. Even though the number of billers, financial institutions and consumers who use our platform has experienced solid growth in recent years, there can be no assurance that we will be able to attract new billers and financial institutions or retain existing billers and financial institutions or maintain similar growth. Our costs associated with retaining revenue from existing billers and financial institutions are substantially lower than costs associated with attracting and generating revenue from new billers and financial institutions or costs associated with generating increased adoption of our platform by existing billers and financial institutions. Therefore, if we are unable to retain revenue from existing billers and financial institutions, even if related losses are offset by an increase in new billers and financial institutions or increased adoption of our platform by existing billers, our operating results could be adversely impacted. In addition, a failure to maintain our historical, or meet our expected, growth rates in our key performance metrics will likely have an adverse impact on the market price of our Class A common stock.

Reworded

Our ability to attract new billers and financial institutions, retain revenue from existing billers and financial institutionsones or increase adoption of our platform by both new and existing billers is impacted by a number ofmany factors, including:

Reworded

ourOur transaction fees and certain of our billers’ ability to pass them on to consumers; or willingness to absorb them.

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ourOur ability to timely expand the functionality and scope of our platform;platform.

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ourOur ability to execute timely implementations of new billers and financial institutions and to meet their expectations;expectations.

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ourOur ability to maintain the rates at which our billersbiller and financial institutionsinstitution paypayment usrates and continueplatform to use our platform;usage.

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competitiveCompetitive factors, includingsuch the introduction ofas competing solutions, discount pricing and other strategies that may be implemented by our competitors;strategies.

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ourOur ability to maintainprovide high-quality customer support for billers, financial institutions and consumers;end-users.

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ourOur ability to attract and retain strategic partners, software partners, resellers, referral partners and IPNinstant partners;payment network partners.

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ourOur ability to develop new product offerings or expand into new industries and market segments;segments.

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actualActual or perceived privacy orviolations, security breaches or incidents;other related incidents.

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theThe frequency and severity of any system outages, technological changes or similar issues;issues.

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ourOur ability to successfully identify and acquire or invest in complementary businesses, products or technologies that we believe could complement or expand our platform;technologies.

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ourOur ability to increase brand awareness of our brand and successfully compete with other companies;companies.

Added

Our ability to expand internationally.

Reworded

our ability to expand internationally; and ourOur focus on long-term valuevalue, over short-term results, meaning that wewhich may makelead to strategic decisions that maydo not maximize our short-term revenue or profitability if we believe that the decisions are consistent with our mission and will improve our financial performance over the long-term.profitability.

Removed

Our business could be harmed if we fail to manage our infrastructure to support future growth.

Removed

The historical growth we have experienced in our business places significant demands on our operational infrastructure. The scalability and flexibility of our platform depends on the functionality of our technology and network infrastructure and its ability to handle increased traffic and demand for bandwidth. The growth in the number of billers, financial institutions and partners using our platform and the number of bills processed through our platform has increased the amount of data that we process. Any problems with the transmission of increased data and bills could result in harm to our brand or reputation. Moreover, as our business grows, we will need to devote additional resources to improving our operational infrastructure and continuing to enhance its scalability in order to maintain the performance of our platform, including customer support, risk and compliance operations and professional services. Any failure of or delay in these efforts could result in service interruptions, impaired system performance and reduced biller, financial institution, partner and consumer satisfaction and retention. If sustained or repeated, these performance issues could reduce the attractiveness of our platform to billers, financial institutions and partners and could result in lost biller, financial institution and partner opportunities, higher attrition rates and service level penalties, any of which could hurt our revenue growth, biller, financial institution and partner loyalty and our reputation. Even if our efforts to scale our business are successful, they will be expensive and complex, and require the dedication of significant management time and attention. We could also face inefficiencies or service disruptions as a result of our efforts to scale our internal infrastructure. We cannot be sure that the expansion and improvements to our internal infrastructure will be effectively implemented on a timely basis, if at all, and such failures could adversely affect our business, operating results and financial condition.

Removed

Moreover, our historical growth has placed, and will likely continue to place, a significant strain on our managerial, administrative, operational, financial and other resources. We have grown substantially and intend to further expand our overall business, including headcount, with no assurance that our revenue will continue to grow or grow sufficiently to offset the costs associated with increased headcount. As we grow, we will be required to continue to improve our operational and financial controls and reporting procedures and we may not be able to do so effectively. Furthermore, some members of our management have limited experience managing a large public company, so our management may not be able to effectively manage such growth in a public company environment. In managing our growing operations, we are also subject to the risks of over-hiring and over-compensating our employees and over-expanding our operating infrastructure, particularly during periods of higher than normal inflation. As a result, we may be unable to manage our expenses effectively in the future, which may negatively impact our gross profit or operating expenses.

Removed

In addition, we believe that an important contributor to our success has been our corporate culture, which we believe fosters innovation, and is rooted in a philosophy of aligning our success with that of billers, financial institutions, partners and consumers. As a result of our growth, a significant portion of our employees have not been with us for a significant period of time. As we continue to grow and develop the infrastructure of a public company, we must effectively integrate, develop and motivate a growing number of new employees, who will be dispersed geographically, with our headquarters in Charlotte, North Carolina and a large employee presence across the United States, Canada and India. Our geographically dispersed and often remote workforce may make it more difficult for our management to manage our growth effectively, preserve our corporate culture and preserve our ability to execute quickly in further developing our platform and implementing new features and tools. Any failure to preserve our culture could also limit our ability to innovate, operate effectively, recruit and retain personnel, perform at current levels or execute on our business strategy effectively and efficiently.

Removed

If we are unsuccessful in establishing, growing or maintaining partnerships, our ability to compete could be impaired, and our operating results may suffer.

Removed

We rely on integration of our end-to-end electronic bill payment solution into third-party software products, which enables us to power such software products’ bill payment capabilities. We also rely on strategic partners, such as U.S. Bank, JPMorgan Chase and a major payroll solutions provider, and industry-expert partners to refer new billers to our platform. Additionally, the IPN is our patented and proprietary network that enables partners, such as PayPal, Walmart, Green Dot, a leading global ecommerce retailer and banks, to embed our end-to-end electronic bill payment solution into their ecosystems through a single point of access. Collectively, our software, strategic and IPN partners drive increased transaction volume and adoption of our platform.

Removed

To grow our business, we will seek to expand our existing partnerships and establish additional relationships with strategic, software and IPN partners. Establishing such relationships, particularly with financial institutions and other large enterprises, entails extensive sales and marketing efforts with no guarantee of success. Sales and marketing to large organizations involve risks that may not be present, or that are present to a lesser extent, with sales and marketing to other, smaller organizations. We must invest significant time educating and selling to multiple management and technical decision-makers to obtain their support. In addition, we may be required to meet wide-ranging and detailed ancillary requirements. For example, financial institutions and many larger clients generally require us to submit to an exhaustive security audit, given the sensitivity and importance of storing consumer billing and payment data on our platform. Adoption is also frequently subject to budget constraints and unplanned administrative, processing and other delays, including considerable efforts to negotiate and document relationships. Further, platform deployment and integration with partners’ software and other solutions requires significant efforts. If we are unable to increase adoption of our platform by partners and manage the costs associated with marketing our platform to potential partners and integrating with their systems, our business, operating results and financial condition may be adversely affected. In addition, if we are unsuccessful in establishing, growing or maintaining partnerships, our ability to compete could be impaired, and our operating results may suffer. If we lose one or more of our largest partnerships, we could also lose associated biller relationships or payment channels and our business, operating results and financial condition could be harmed.

Removed

If we are unable to increase our revenue at a rate sufficient to offset expected increases in our costs, or if the investments we make in our business fail to generate the expected benefits, our business, operating results and financial condition will be harmed and we may not be able to maintain profitability over the long term.

Removed

As we scale our business, we expect to continue to expend substantial financial and other resources on:

Removed

sales and marketing, including an expansion of our sales organization and new initiatives in order to drive further expansion of our IPN and partner ecosystem;

Removed

our technology infrastructure, including systems architecture, scalability, availability, performance and security;

Removed

product development, including investments in our product development team and the development of new products and new functionality for our AI-enabled platform;

Removed

regulatory compliance and risk management;

Removed

acquisitions or strategic investments;

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expansion into new channels, verticals and international markets; and general administration, including increased legal and accounting expenses associated with being a public company.

Removed

The increased costs associated with these and other investments we may make in our business may fail to generate the expected benefits. If we are unable to increase our revenue at a rate sufficient to offset the expected increase in our costs, our business, operating results and financial condition will be harmed, and we may not be able to maintain profitability over the long term. In particular, we expect net income and adjusted EBITDA may be adversely impacted as we continue to make investments in our platform and our IPN, incur increased operating costs associated with being a public company, integrate our recent acquisitions and amortize the identifiable intangible assets that we recorded in conjunction with our recent acquisitions.

Removed

Additionally, we anticipate that our growth rate will decline over time to the extent that the number of billers and financial institutions using our platform increases and we achieve higher market penetration rates. As our growth rate declines, investors’ perception of our business may be adversely affected and the market price of our Class A common stock could decline as a result. To the extent our growth rate slows, our business performance will become increasingly dependent on our ability to retain revenue from existing billers and financial institutions and increase adoption of our platform by existing billers.

Removed

Our sales efforts to large enterprises involve considerable time and expense with long and unpredictable sales cycles.

Removed

One of the factors affecting our growth and financial performance is the adoption of our platform by large enterprise billers and large financial institutions over legacy solutions and in-house proprietary technologies or our competitor’s products. As part of our sales efforts, we invest considerable time and expense evaluating the specific organizational needs of potential billers and financial institutions and educating these potential billers and financial institutions about the technical capabilities and value of our platform. Because large enterprises tend to have more consumers impacted by a switch in billing services, they often evaluate our platform at multiple levels within their organization, each of which often have specific requirements, and typically involve their senior management. As a result, our sales efforts to large enterprises involve considerable time and expense with long and unpredictable sales cycles, which may cause our results of operations to fluctuate.

Removed

Large enterprise billers and large financial institutions also make product purchasing and adoption decisions based in part or entirely on factors, or perceived factors, not directly related to the features of platforms, including, among others, a biller’s projections of business growth, uncertainty about economic conditions, capital budgets, anticipated cost savings from the implementation of our platform, potential preference for such biller’s or financial institutions’ internally-developed software and billing solutions, perceptions about our business and platform, more favorable terms offered by potential competitors and previous technology investments. In addition, certain decision-makers and other stakeholders within potential billers and financial institutions tend to have vested interests in the continued use of internally developed solutions or other existing electronic payment and billing solutions, which may make it more difficult for us to sell our products. As a result of these and other factors, our sales efforts to large enterprises typically require an extensive effort throughout the organization and a significant investment of human resources, expense and time, including by our senior management, and there can be no assurances that we will be successful in making a sale. If our sales efforts to a potential biller or financial institution do not result in sufficient revenue to justify our investments, our business, operating results and financial condition could be adversely affected.

Removed

We are subject to economic risk and inflationary pressures, the business cycles and credit risk of our billers, financial institutions and partners and their consumers, and the overall level of consumer, business and government spending, which could negatively affect our business, operating results and financial condition.

Removed

The electronic bill presentment and payment services industry depends heavily on the overall level of consumer, business and government spending. We are exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income and changes in consumer purchasing habits. A sustained deterioration in general economic conditions in the markets in which we operate or increases in interest rates may adversely affect our financial performance by reducing the number or average payment amount of transactions made using electronic bill payments on our platform. Relatedly, a reduction in the amount of consumer spending could result in a decrease in our revenue and profit. If our billers present fewer bills to consumers using electronic billing or consumers making electronic bill payments spend less per transaction, we will have fewer transactions to process or lower transaction amounts, each of which would contribute to lower revenue. These developments could have a material adverse impact on our business, operating results and financial condition.

Removed

The United States economy experienced a period of prolonged economic uncertainty and inflationary conditions in 2022 and into 2023, with some moderation in 2024. These effects were particularly acute in the utility sector and negatively impacted our financial performance during this period. Although inflationary pressures eased to some extent in 2023 and remained relatively stable in 2024, economic uncertainty regarding inflationary conditions remains high and could adversely affect our 2025 performance. The introduction of new tariffs or trade disputes with other countries may exacerbate this risk. As a result of these conditions or in the event that worsen, some of our clients may defer anticipated implementations or reevaluate the development of technology resources, which could delay expected revenue recognition. Furthermore, inflationary pressures led to higher average bills, particularly in the utility sector, and increased interchange fees. We may not be able to adjust our pricing to fully address these pressures, and our ability to do so typically lags behind the impact of inflation on our clients, the rise in average bill amounts, and the increased interchange fees. Additionally, we may face challenges in prudently managing our expenses, as ongoing wage pressures due to inflation are placing short-term pressure on our EBITDA margins. Continued economic uncertainty and inflationary conditions could have a material adverse impact on our business, operating results, and financial condition.

Removed

Further, a downturn in the economy could force our billers, financial institutions or partners or their consumers to close or declare bankruptcy, resulting in lower revenue and earnings for us and greater exposure to potential credit losses and future transaction declines. For more information, please see the risks under “—Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by customers, financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations” below. We also have a certain amount of fixed and other costs, including rent and salaries, which could limit our ability to quickly adjust costs and respond to changes in our business and the economy. Changes in economic conditions could also adversely affect our future revenue and profit and cause a materially adverse effect on our business, operating results and financial condition.

Removed

The markets in which we participate are competitive, and if we do not compete effectively, our business, operating results and financial condition could be harmed.

Removed

The market for electronic bill presentment and payment services is fragmented, competitive and constantly evolving. Our primary competitors are legacy solution providers and financial institutions with internally developed solutions for bill presentment and payment services. With the introduction of new technologies and market entrants, we expect that the competitive environment will remain intense. Legacy solution providers, new market entrant solution providers and financial institutions may internally develop products, acquire existing, third-party products or enter into partnerships or other strategic relationships that would enable them to expand their product offerings to compete with our platform, provide more comprehensive offerings than they individually had offered or achieve greater economies of scale than us.

Removed

These legacy solution providers and financial institutions may have the operating flexibility to bundle competing solutions with other offerings, and may offer them at a lower price or for no additional cost to billers and financial institutions as part of a larger sale. Legacy solution providers offer solutions for in-person cash payments, check-based mail payments, prior-generation interactive voice response, or IVR, phone-based payments and web-based payments, as well as a variety of point solutions for various payment needs.

Removed

In addition, new entrants not currently considered to be competitors may enter the market through acquisitions, partnerships, or strategic relationships. New market entrants include a variety of payment processing vendors, particularly those focused on online and mobile payments, as well as mobile wallets and other offerings. Many of these new entrants are also potential partners of ours. As we look to market and sell our platform to potential billers, financial institutions or strategic partners with existing solutions, we must demonstrate to their internal stakeholders that our platform is superior to their current solutions. Furthermore, some lower margin industries are more sensitive to pricing and may select a lower cost provider over our more advanced solutions.

Removed

We compete on several factors, including:

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product features, quality and breadth and depth of functionality;

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ease of deployment and implementation speed;

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ease of integration with leading billing and enterprise software, customer information systems and banking technology infrastructures;

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ability to automate processes;

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cloud-based delivery architecture;

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advanced security, reliability, customer service and control features;

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data asset size and ability to leverage artificial intelligence, or AI, to grow faster and smarter;

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regulatory compliance leadership;

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brand awareness and reputation;

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pricing, total cost of ownership and return on investment; and consumer satisfaction.

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Management's Discussion & Analysis (MD&A) (10-K Item 7)

11new paragraphs
26removed paragraphs
33reworded paragraphs
7,543 → 6,731words in section

Removed heading “Business Combinations”

Removed heading “Emerging Growth Company Status”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: tariff, inflation, interest rate
“The United States economy experienced inflationary conditions in 2022 and 2023, with some moderation throughout 2024. Interest rates remained relatively stable in 2024, and were cut near the end of the year. Gross domestic product showed growth, reflecting an improving economic environment. However, the impacts of prior years' inflation and economic uncertainty persists and may continue to pose challenges to our performance through 2025. In addition, the introduction of new tariffs or the escalation of trade disputes with other countries could potentially affect our future performance.”
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Reworded topics: impairment, goodwill

Paragraph as it now reads, with added and removed wording marked:

TheWe valuationperiodically ofevaluate assetsour long-lived assets, including acquired inintangible a business combination and asset impairment reviews require the use of significant estimates and assumptions. The acquisition method of accounting for business combinations requires usassets, to estimatedetermine theif faircurrent events or circumstances indicate that their carrying value ofmay assetsnot acquiredbe and liabilities assumed in an acquired business to allocate purchase price consideration between assets that are depreciated and amortized and goodwill.recoverable. Impairment testing for assets, other than goodwill, requires the comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group. Our estimates are based upon assumptions that we believe to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of management’s assumptions, which do not reflect unanticipated events and circumstances that may occur.
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New text topics: tariff, inflation
“The U.S. economy experienced prolonged economic uncertainty and inflationary conditions in 2022 and into 2023, followed by partial stabilization in 2024. Although inflation continued to moderate in 2025, the economy was still affected by lingering cost pressures and uneven economic conditions. While we continued to achieve significant growth in transaction volume and revenue during this period, these macro trends required a sustained focus on operational efficiencies and proactive pricing adjustments to mitigate the impact of rising external costs, such as interchange and processor fees. …”
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Removed text topics: goodwill
“Upon acquisition of a company, we determine if the transaction is a business combination, which is accounted for using the acquisition method of accounting. Under the acquisition method, once control is obtained of a business, the assets acquired, and liabilities assumed are recorded at fair value. We use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. …”
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Removed text
“Emerging Growth Company Status”
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Removed text topics: goodwill
“Additionally, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions periodically and record any adjustments to preliminary estimates to goodwill, provided we are within the measurement period. If outside of the measurement period, any subsequent adjustments are recorded to the consolidated statement of operations.”
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Reworded

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. As discussed in the section titled "Special Note Regarding Forward-Looking Statements,Statements", the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below, those discussed in "Special Note Regarding Forward-Looking Statements" and those discussed in the section titled "Risk Factors" under Part I, Item 1A in this Annual Report on Form 10-K.

Reworded

A discussion of changes in our results of operations from fiscal year 20222023 to fiscal year 20232024 and a discussion of our liquidity and capital resources for 20222024 hashave been omitted from this Annual Report on Form 10-K but may be found under the heading "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Comparison of the Years Ended December 31, 20232024 and 20222023" and "—Liquidity and Capital Resources—"Sources and Uses of Funds" and "—Historical Cash Flows" in our Annual Report on Form 10-K for the year ended December 31, 2023,2024, filed with the SEC on March 5,11, 2024,2025, which is available free of charge on the SECsSEC's website at www.sec.gov and our website at https://ir.paymentus.com/home/default.aspx.

Reworded

We areAs a leading provider of cloud-based bill payment technology and solutions.solutions, Wewe deliver our next-generation product suite through a modern technology stack to morea thanbroad 2,500and billerdiverse base of business and financial institution clients. Our platform was used by approximately 4653 million consumers and businesses globally in December 20242025 to pay their bills, make money movements and engage with our clients. We serve billers of all sizes that primarily provide non-discretionary services across a variety of industry verticals, including utilities, financial services, insurance, government, telecommunications, real estate management, education, consumer finance, healthcarehealthcare, business to business (B2B) and small business. We also serve financial institutions by providing them with a modern platform that their customers use for bill payment, account-to-account transfers and person-to-person transfers. By powering this comprehensive network of billers and financial institutions, each with their own set of bill payment requirements, we believe we have created an enviable feedback loop that enables us to continuously drive innovation, grow our business and uniquely improve the electronic bill payment experience for participants in the bill payment ecosystem.

Reworded

We generate substantially all of our revenue from payment transaction fees and have achieved significant growth through our capital efficient model. We rely on a diversified go-to-market strategy to reach new billers. We acquire new billers through direct sales channels, software and strategic partnerships and our Instant Payment Network,Network or IPN,(IPN), which together promote rapid adoption of our platform through partnerships with leading business networks. Through these channels, our platform reaches millions of consumers, driving transaction growth.

Added

The U.S. economy experienced prolonged economic uncertainty and inflationary conditions in 2022 and into 2023, followed by partial stabilization in 2024. Although inflation continued to moderate in 2025, the economy was still affected by lingering cost pressures and uneven economic conditions. While we continued to achieve significant growth in transaction volume and revenue during this period, these macro trends required a sustained focus on operational efficiencies and proactive pricing adjustments to mitigate the impact of rising external costs, such as interchange and processor fees. Despite some improvement, overall economic uncertainty remains elevated in 2026 and could continue to adversely affect our results. Ongoing uncertainty regarding tariffs or trade disputes may further exacerbate these risks.

Added

In addition, these economic conditions or a worsening thereof, could cause clients to defer anticipated implementations or reevaluate development of technology resources, which may delay expected revenue recognition. Inflationary pressures also lead to higher average bills, especially in the utility sector, and increased interchange fees. We may be unable to fully adjust our pricing to address these pressures, and our adjustments typically lag behind the impact of inflation on clients, rising bill amounts and increased interchange fees. Additionally, ongoing wage pressures due to inflation are placing short-term pressure on our margins, posing challenges for expense management. Continued economic uncertainty and inflationary conditions could have a material adverse impact on our business, operating results and financial condition.

Removed

The United States economy experienced inflationary conditions in 2022 and 2023, with some moderation throughout 2024. Interest rates remained relatively stable in 2024, and were cut near the end of the year. Gross domestic product showed growth, reflecting an improving economic environment. However, the impacts of prior years' inflation and economic uncertainty persists and may continue to pose challenges to our performance through 2025. In addition, the introduction of new tariffs or the escalation of trade disputes with other countries could potentially affect our future performance.

Removed

While inflationary conditions have stabilized, elevated costs—particularly in the utility sector—and higher interchange fees continue to impact our operations. To mitigate these pressures, we are proactively adjusting our pricing strategies; however, the timing of these adjustments typically lags behind the inflationary effects experienced by our clients. We remain committed to monitoring the economic landscape closely and will implement further pricing adjustments as needed to address ongoing market dynamics and maintain the resilience of our business.

Reworded

We generate substantially all of our revenue from payment transaction fees. Transaction fees are fees collected for each transaction processed through our platform, on either a fixed basis or variable basis based on the transaction value, with the actual fees dependent on the type of transaction, payment or transaction channel and industry vertical. However, irrespective of these factors, the transaction fees that we receive are generally consistent across transaction types, payment and transaction channels and industry verticals. We receive such transaction fees directly from billers, financial institutions, partners or, in some cases, from consumers as a convenience fee.

Reworded

Cost of revenue consists of certain direct costs that are directly attributed to processing transactions on our platform. This includes interchange, assessment and network expenses incurred for processing payments as well as costs of servicing our clients through product support, implementations and customer care. Cost of revenue also includes an allocation of hosting and data center costs for our infrastructure and platform environment, telecommunication expenses used by sales and customer support teams and a portion of amortization of capitalized internal-use software development costs and a portion of amortization of intangible assets, including amortization of intangible assets acquired as part of our acquisitions of other businesses. We expectanticipate that cost of revenue will increase in absolute dollars alongsidefor the foreseeable future as we expand our operations. However, cost of revenue growth, but it may fluctuate as a percentage of total revenue frommay periodvary between periods due to period,shifts asin transaction mix, continued investment in our transaction mix changesexpansion, and we continue to invest in growing our business across all geographical segments, including through the potential acquisitionintegration of otheracquired businesses.businesses or technologies.

Reworded

General and administrative expenses consist primarily of personnel-related expenses, including stock-based compensation expenses for finance, risk management, legal and compliance, human resources, information technology and facilities personnel. General and administrative expenses also include costs incurred for external professional services, leasing of office buildings and other corporate expenses. We expect to continue to incur additional general and administrative expenses to support the growth in our business and to meet regulatory compliance requirements. This includes the transition from an emerging growth company to a large accelerated filer for SEC compliance. We expect that our general and administrative expenses will increase in absolute dollars, but they may fluctuate as a percentage of revenue from period to period. Over the longer term, we expect general and administrative expenses to decrease as a percentage of revenue as we leverage the scale of our business.

Reworded

Our future growth depends on the continued adoption of our platform by new billers and financial institutions, as well as maintaining our existing billers and financial institutions. We intend to continue investing in our efficient go-to-market strategies, increasing brand awareness and driving adoption of our platform and products. WeOur hadclient morebase thanincludes 2,500a broad and diverse range of billers and financial institution clients as of December 31, 2024, including billers of all sizes and across numerous vertical markets and financial institutions of all sizes.institutions. Our ability to attract new, and maintain existing, billers and financial institutions and drive adoption of our platform will depend on a number of factors, including the effectiveness and pricing of our products, offerings of our competitors and the effectiveness of our marketing efforts. Our growth and performance also depends on our ability to promptly implement and begin recognizing revenues from our new billers and financial institutions.

Reworded

We define transactions processed as the number of revenue generating payment transactions, such as checks, credit card and debit card transactions, automated clearing house,house or ACH,(ACH) items and emerging payment types, which are initiated and generally processed through our platform during a period. The number of transactions also includes account-to-account and person-to-person transfers. The number of transactions processed during the year ended December 31, 20242025 increased approximately 30.3%21.3% as compared to 2023.2024. The number of transactions processed during the year ended December 31, 20232024 increased approximately 24.9%30.3% as compared to 2022.2023. The increase forin both years2025 was primarily driven by the addition of new billers and financial institutions and increased transactionsactivity from our existing billers. The year-over-year change in growth rate reflects a shift in biller mix, including the onboarding of large enterprise billers that typically contribute higher payment volumes relative to transaction counts.

Reworded

We use supplemental measures of our performance that are derived from our consolidated financial information but which are not presented in our consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles,principles or GAAP.(GAAP). These supplemental non-GAAP measures include contribution profit, adjusted gross profit, adjusted EBITDA and free cash flow.

Reworded

We calculate contribution profit as gross profit plus other cost of revenue. Other cost of revenue equals cost of revenue less interchangeinterchange, assessment and assessmentother network fees paid by us to our payment processors.

Reworded

We definecalculate adjusted EBITDA as net income before interest income (expense), net, other income (expense), depreciation and amortization of acquisition-related intangible assets and capitalized software development costs, and income taxes, adjusted to exclude the effects of net foreign exchange gain (loss), stock-based compensation expense and certain nonrecurring expenses that management believes are not indicative of ongoing operations.

Reworded

We use non-GAAP measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management and our board of directors to more fully understand our consolidated financial performance from period to period and helps management project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP measures provide our investors with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period-to-period comparisons. In particular, we exclude interchangeinterchange, assessment and assessmentother network fees in the presentation of contribution profit because we believe inclusion is less directly reflective of our operating performance as we do not control the payment channel used by consumers, which is the primary determinant of the amount of interchangeinterchange, assessment and assessmentother network fees. We use contribution profit to measure the amount available to fund our operations after interchange and assessment fees, which are directly linked to the number of transactions we process and thus our revenue and gross profit. There are limitations to the use of the non-GAAP measures presented in this report. Our non-GAAP measures may not be comparable to similarly titled measures of other companies; other companies, including companies in our industry, may calculate non-GAAP measures differently than we do, limiting the usefulness of those measures for comparative purposes. These non-GAAP measures should not be considered in isolation from or as a substitute for financial measures prepared in accordance with GAAP.

Reworded

In general, contribution profit is driven by the number of transactions we process offset by network fees associated with processing those transactions. The amount of contribution profit per transaction may vary due to a variety of factors substantially outside of our control, including client size, type and industry as well as whether the client is a biller, financial institution or other partner. Contribution profit for the year ended December 31, 20242025 increased approximately 29.5%23.8% as compared to 20232024 and increased approximately 19.7%29.5% for the year ended December 31, 20232024 as compared to 2022.2023. The increase in 20242025 was primarily driven by growth in transaction count and volume driven by the addition of new billers and financial institutions and increased transactions from our existing billers and financial institutions. The increase in 2023 was primarily driven by the addition of new billers and increased transactions from our existing billers, together with improvements resulting from disinflation in the utility sector on a year over year basis, pricing improvements from customers related to our inflation management and the implementation of certain cost improvement measures. For 2023 and 2024, contribution profit increased at a slower rate than transactions processed due to a continued mix shift to larger, high volume clients.

Reworded

Adjusted gross profit for the year ended December 31, 20242025 increased 30.4%23.8% as compared to 20232024 and increased 23.1%30.4% for the year ended December 31, 20232024 as compared to 2022.2023. Adjusted gross profit is driven primarily by the same factors that impact gross profit with the exception of excluding the amortization in cost of revenue, as well as stock-based compensation. The increase in amortization for 2024 and 20232025 was drivenprimarily bydue to expansion of the additionalamortizable capitalizationbase ofassociated softwarewith costs.capitalized software.

Added

As adjusted EBITDA is a measure of profitability, it is generally expected to move in line with revenue, contribution profit, gross profit and adjusted gross profit. Adjusted EBITDA increased 45.9% for the year ended December 31, 2025 compared to 2024 and increased 62.2% for the year ended December 31, 2024 compared to 2023. Adjusted EBITDA increased across the presented periods, primarily reflecting higher transaction counts and volumes. This growth was attributable to the addition of new billers and financial institutions, combined with increased activity from existing partners.

Removed

(2) Other nonrecurring expenses represent an estimated liability booked in 2022 related to the cost of terminating a commercial contract.

Removed

As adjusted EBITDA is a measure of profitability, it is generally expected to move in line with revenue, contribution profit, gross profit and adjusted gross profit. Adjusted EBITDA increased 62.2% for the year ended December 31, 2024 compared to 2023 and increased 103.1% for the year ended December 31, 2023 compared to 2022. The increase in 2024 was primarily driven by growth in transaction count and volume driven by the addition of new billers and financial institutions and increased transactions from our existing billers and financial institutions. Adjusted EBITDA increased from 2022 to 2023 due to growth in transaction count and volume driven by the addition of new billers and financial institutions and increased transactions from our existing billers and financial institutions, together with improvements resulting from disinflation in the utility sector on a year over year basis, pricing improvements from customers related to our inflation management, the implementation of certain cost improvement measures and lower general and administrative expenditures primarily driven by lower insurance premiums and acquisition related costs.

Added

The increase in free cash flow for the year ended December 31, 2025 compared to 2024 was primarily the result of an increase in cash generated from operations. Cash generated from operations increased in 2025 compared to 2024 primarily due to stronger operating performance associated with the scaling of our business, as well as improvements in working capital management.

Removed

The decrease in free cash flow for the year ended December 31, 2024 compared to 2023 was primarily as a result of a decrease in cash generated from operations, together with increases in capitalized software development costs. Cash generated from operations decreased in 2024 compared to 2023 primarily due to increased income taxes and investment in working capital during 2024 as we scaled significantly. The increase in free cash flow for the year ended December 31, 2023 compared to 2022 was primarily as a result of an increase in cash generated from operations.

Reworded

The increase in cost of revenue was drivendirectly byattributable theto increase inhigher revenue and transactionstransaction processed,volumes, as itthese consistscosts primarilyare predominantly variable and consist mainly of interchange fees and processor costs, as well as other direct costs associated with making our platform available to our billers.fees.

Reworded

Gross margin experienceddecreased as a decrease,result drivenof by changes ina customer mix resultingshift primarily from the addition of large,toward high-volume enterprise billers with lower margins in our biller mix.billers. This declineeffect was partially offsetmitigated by costbenefits improvement initiatives and the realization offrom economies of scale.

Added

Research and development expenses increased primarily due to an increase in employee-related costs, including benefits, driven by increased headcount, higher stock-based compensation and increases in annual compensation, a rise in cloud computing services expenses, reflecting higher utilization of our cloud-based infrastructure and increased data processing demands, an increase in the amortization of capitalized internal-use software development costs and an increase in expenses related to third-party software and technology licenses.

Removed

The increase in research and development expenses was primarily due to increased amortization of capitalized internal-use software development costs, an increase in employee-related costs, including an increase in stock-based compensation and an increase in subscription cost for operational third party services.

Added

The growth in sales and marketing expenses was primarily due to increases in reseller commissions and marketing expenses, which were offset by lower employee-related costs.

Removed

Sales and marketing expenses increased mainly due to a $16.7 million rise in reseller commissions, including the amortization of warrants aligned with the growth in our revenue. Additionally, employee-related costs grew as a result of increased hiring and higher stock-based compensation expenses.

Reworded

The marginal increase in general and administrative expenses was primarily due to increases in employee-related costs, including higher stock-based compensation, professional fees and legal fees,fees which were offset by lower cost ofand insurance premiums of certain business policies.

Reworded

TheInterest changesincome inincreased interestdue income, net was a result ofto higher cash balances held with banks.

Added

For the year ended December 31, 2025, the effective tax rate increased to 21.5% compared to 18.1% for the same period in the prior year. The rate for the current period was in line with the U.S. federal statutory rate of 21%. The change in the provision for income taxes and the variance from the federal statutory rate were primarily driven by a combination of factors, including (1) permanent differences for disallowed compensation pursuant to Internal Revenue Code (IRC) Section 162(m), (2) the impact of state taxes, (3) discrete benefits recognized for excess tax deductions on stock-based compensation, and (4) the finalization of prior year Canadian and U.S. R&D credit claims during the period.

Added

The lower effective tax rate of 18.1% recorded in the comparative 2024 period was principally attributable to a significant, non-recurring tax event related to the determination to release a valuation allowance previously established against certain deferred tax assets in the U.S., which was due to the positive change in available evidence regarding the realizability of those assets.

Removed

The change in provision for income taxes, as well as the increase in our effective tax rate, which increased to 18.1% for the year ended December 31, 2024 as compared to 11.2% for the same period in the prior year, was primarily due to an increase in taxable income after utilizing a significant amount of net operating losses (NOLs), which were previously subject to a full valuation allowance. Additionally, the increase in our effective tax rate was influenced by permanent differences for disallowed stock-based compensation pursuant to IRC Section 162(m) and state taxes, which were partially offset by the release of the valuation allowance.

Reworded

As of December 31, 2024,2025, we had $205.9$320.9 million of unrestricted cash and cash equivalents. We believe that existing unrestricted cash and cash equivalents will be sufficient to support our working capital andcapital, capital expenditure requirementsand other commitments described in the "Contractual Obligations and Other Commitments" section below, for at least the next 12 months. Since inception, we have financed operations primarily through the sale of equity securities and revenue from payment transaction fees. Our principal uses of cash are funding operations, which primarily consist of employee-related costs, and acquisitions. Although subject to change based on market opportunity or changing priorities, currently, we do not have any material planned capital expenditures in the next 12 months.

Reworded

Our primary source of operating cash is revenue from payment transaction fees. Our primary uses of operating cash are personnel-related costs, payments to third parties to fulfill our payment transactions and payments to sales and marketing partners. Net cash provided by operating activities mainly consists of our net income (loss) adjusted for certain non-cash items, including depreciation and amortization, stock-based compensation, other non-cash income and expense items, and net changes in operating assets and liabilities.

Removed

Net cash provided by operating activities for the year ended December 31, 2024 was $63.6 million. Net income was $44.2 million, adjusted for non-cash charges of $55.4 million consisting primarily of depreciation and amortization, stock-based compensation, amortization of capitalized contract acquisition costs and warrants cost, and non-cash lease expense, which contributed positively to operating activities. This was decreased by net cash outflows of $36.0 million for changes in our operating assets and liabilities.

Reworded

Net cash provided by operating activities for the year ended December 31, 20232025 was $68.8$162.1 million. Net income was $22.3$66.9 million, adjusted for non-cash charges of $46.1$66.7 million consisting primarily of depreciation and amortization, stock-based compensation, amortization of capitalized contract acquisition costs and warrants cost, and non-cash lease expense, which contributed positively to operating activities. This was increasedfurther supported by net cash inflows of $0.4$28.5 million for changes in our operating assets and liabilities.

Added

Net cash provided by operating activities for the year ended December 31, 2024 was $63.6 million. Net income was $44.2 million, adjusted for non-cash charges of $52.1 million consisting primarily of depreciation and amortization, stock-based compensation, amortization of capitalized contract acquisition costs and warrants cost, and non-cash lease expense, which contributed positively to operating activities. This was decreased by net cash outflows of $32.7 million for changes in our operating assets and liabilities.

Reworded

CashNet cash used in our investing activities consistsfor primarilythe year ended December 31, 2025 consisted of cash$36.7 paidmillion forof capitalized internal-use software development costscosts, and$0.4 million of purchases of property and equipmentequipment, andoffset by $0.6 million of net change in interest-bearing deposits.

Removed

Net cash used in investing activities for the year ended December 31, 2023 consisted of $33.7 million of capitalized internal-use software development costs and $0.6 million of purchases of property and equipment.

Removed

Cash used in financing activities consists primarily of option exercises and payments related to holdback liabilities related to acquisitions.

Reworded

Net cash used in financing activities for the year ended December 31, 20242025 consisted of $0.5$10.7 million of payments relatedof totaxes holdbackwithheld liabilitieson settlementnet settled vesting of restricted stock units, offset by $0.3$0.2 million of proceeds from the exercise of stock options.

Reworded

Net cash used in financing activities for the year ended December 31, 20232024 consisted of $1.7$0.5 million of payments onrelated otherto financingholdback obligations,liabilities $0.1 million of payments on finance leases,settlement offset by $0.6$0.3 million of proceeds from exercise of stock-based awards by employees.

Removed

(3) Consists of Acquisition holdback payments due to the former owners of PROFIT.

Reworded

Application of the accounting principles in GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Complex arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting. Specifically, the determination of whether we are a principal to a transaction or an agent can require considerable judgment. We have concluded that we are typically the principal in our payment processing arrangements as we control the service on our platform. We also typically contract directly with our billers and have complete pricing latitude on the processing fees charged to our billers. As such, we bear the credit risk for network fees and transactions charged back to the biller. In circumstances where we have minimum revenue or transaction commitments, determining the appropriate accounting treatment of fixed and variable considerationconsideration, including the assessment of the risk of revenue reversal to ensure revenue is not overstated, may require considerable judgment.

Removed

Business Combinations

Removed

Upon acquisition of a company, we determine if the transaction is a business combination, which is accounted for using the acquisition method of accounting. Under the acquisition method, once control is obtained of a business, the assets acquired, and liabilities assumed are recorded at fair value. We use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. The determination of the fair values is based on estimates and judgments made by management. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable. Measurement period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all information for determination of the values of assets acquired and liabilities assumed is received, and is not to exceed one year from the acquisition date. We may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Removed

Additionally, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions periodically and record any adjustments to preliminary estimates to goodwill, provided we are within the measurement period. If outside of the measurement period, any subsequent adjustments are recorded to the consolidated statement of operations.

Reworded

Internal-use software development costs consist of personnel costs, including related benefits, incurred to develop functionality for our platform, as well as certain upgrades and enhancements that are expected to result in enhanced functionality. We capitalize certain software development costs for new offerings as well as upgrades to our existing software platforms. We amortize these development costs over the estimated useful life of three to five years on a straight-line basis. We believe there are two key estimates within the internal-use capitalized software development balance, which are the determination of the useful life of the software and the determination of the amounts to be capitalized.

Reworded

We determined that a threethree- to five-year life is appropriate for our internal-use software based on our best estimate of the useful life of the internally developed software after considering factors such as continuous developments in the technology, obsolescence and anticipated life of the service offering before significant upgrades. Based on our prior experience, internally generated software will generally remain in use for a minimum of three to five years before being significantly replaced or modified to keep up with evolving biller and company needs. While we do not anticipate any significant changes to thisthe threeestimated touseful five-year estimate,life, a change in this estimate could produce a material impact on our financial statements. For example, if we received information that indicated the useful life of all internally developed software was one year rather than three to five, our capitalized software balance would materially decrease and our expense would materially increase.

Added

In addition to internal-use software, we capitalize 100% of eligible implementation costs associated with our hosting and service-based platform arrangements, which are amortized over a period consistent with our internal-use software development costs.

Reworded

TheWe valuationperiodically ofevaluate assetsour long-lived assets, including acquired inintangible a business combination and asset impairment reviews require the use of significant estimates and assumptions. The acquisition method of accounting for business combinations requires usassets, to estimatedetermine theif faircurrent events or circumstances indicate that their carrying value ofmay assetsnot acquiredbe and liabilities assumed in an acquired business to allocate purchase price consideration between assets that are depreciated and amortized and goodwill.recoverable. Impairment testing for assets, other than goodwill, requires the comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group. Our estimates are based upon assumptions that we believe to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of management’s assumptions, which do not reflect unanticipated events and circumstances that may occur.

Added

We recognize stock-based compensation expense for all awards, primarily restricted stock units (RSUs), based on their grant-date fair value. For RSUs, this is the market closing price of our Class A common stock on the grant date. While we historically issued stock options and warrants (notably in 2021 and 2022) valued using the Black-Scholes model, there have been no material grants of such instruments since that time. As of December 31, 2025, the unamortized expense and unvested balances for these awards are immaterial. Valuation assumptions for these instruments, including expected volatility and term, were determined at the time of grant and are not subject to subsequent remeasurement. Compensation expense is recognized on a straight-line basis over the vesting period, with forfeitures accounted for as they occur.

Removed

We measure and recognize stock-based compensation expense for all stock-based awards, including grants of restricted stock units, or RSUs, and options to purchase stock granted to employees, outside directors and consultants based on the estimated fair value of the awards on the grant date of the award with the compensation expense recognized on a straight‑line basis over the vesting period of the award. Forfeitures are accounted for in the period in which they occur.

Removed

The fair value of an RSU is measured using the market price of our Class A common stock on the date of grant. We estimate grant date fair value for options using the Black-Scholes option pricing model. The determination of the fair value of options on the date of grant using a Black-Scholes option-pricing model is affected by the estimated fair value of our common stock, as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgment to determine. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future.

Removed

The valuation assumptions were determined as follows:

Removed

Fair Value of Underlying Common Stock—Prior to the IPO, our common stock was not yet publicly traded, therefore we estimated the fair value of common stock. Our board of directors considered numerous objective and subjective factors to determine the fair value of our common stock at each meeting in which awards are approved. These factors included historical and projected financial information, prospects and risks, company performance, various corporate documents, capitalization and economic and financial market conditions. Management, with its third-party valuation firm, also used other economic, industry and market information obtained from other resources considered reliable. After the IPO, we used the publicly quoted price as reported on the New York Stock Exchange as the fair value of our common stock.

Removed

Expected Term—The expected life of options granted to employees was determined by using management’s best estimation of exercise activity.

Showing the first 60 of 70 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-04 (period ending 2026-06-30) with 10-Q filed 2026-05-05 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

There have been no material changes in the risk factors previously disclosed in Item 1A. of our 2025 Form 10-K.

No wording changes found in this section.

Full comparison: every changed paragraph (0)

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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3,019 → 3,399words in section

New heading “Cost of Revenue, Gross Profit and Gross Margin”

New heading “Research and Development Expenses”

New heading “Sales and Marketing Expenses”

New heading “General and Administrative Expenses”

New heading “Comparison of the Six Months Ended June 30, 2026 and 2025”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

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“Comparison of the Six Months Ended June 30, 2026 and 2025”
see in full comparison
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“Cost of Revenue, Gross Profit and Gross Margin”
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“General and Administrative Expenses”
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“Research and Development Expenses”
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“Sales and Marketing Expenses”
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New text topics: interest rate
“The change in interest income, net, was mainly due to higher cash balances held with banks, offset by lower interest rates.”
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Full comparison: every changed paragraph (40)

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Reworded

As a leading provider of cloud-based bill payment technology and solutions, we deliver our next-generation product suite through a modern technology stack to a broad and diverse base of business and financial institution clients. Our platform was used by approximately 53 million consumers and businesses globally in December 2025 to pay their bills, move money and engage with our clients. We serve billers of all sizes that primarily provide non-discretionary services across a variety of industry verticals, including utilities, financial services, insurance, government, telecommunications, real estate management, education, consumer finance, healthcare, business to businessbusiness-to-business (B2B) and small business. We also serve financial institutions by providing them with a modern platform that their customers use for bill payment, account-to-account transfers and person-to-person transfers. By powering this comprehensive network of billers and financial institutions, each with their own set of bill payment requirements, we believe we have created an enviable feedback loop that enables us to continuously drive innovation, grow our business and uniquely improve the electronic bill payment experience for participants in the bill payment ecosystem.

Reworded

We define transactions processed as the number of revenue generating payment transactions, such as checks, credit card and debit card transactions, automated clearing house (ACH) items and emerging payment types, which are initiated and generally processed through our platform during a period. The number of transactions also includes account-to-account and person-to-person transfers. The increase in number of transactions processed during the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025 was primarily driven by the addition of new billersbiller implementations and increased transactions from both new and existing billers.

Reworded

We continued to operate in an environment of elevated macroeconomic uncertainty during the firstsecond quarter of 2026. Although inflation has moderated from prior periods, our cost structure and consumer spending patterns and our cost structure remain affectedimpacted by persistent pricing pressures, impending tariffs, and evolving trade policy developments.policies. Furthermore, heightened geopolitical instabilityinstability, stemming fromparticularly the ongoing Iranconflict warin Iran, has exacerbated volatility in global energy markets. Broader uncertaintyuncertainties relating to interest ratesrate trajectories and these geopolitical tensions also continuescontinue to affect theour overall operating environment.

Reworded

Inflationary conditions and volatility in energy marketsmarket volatility could indirectly affect our business by increasingdriving up customer bills, particularly inwithin the utility sector, while also contributing to higher operating costs throughoutacross the broader economy. Rapid increases in energy prices may place addedadditional pressure on household budgets, increasepotentially delinquencies,increasing delinquency rates or alteraltering historical payment timing patterns, which could adversely affect transaction mix and collections activity.patterns.

Reworded

These conditions couldmay affectinfluence consumer payment behaviorbehaviors in countervailing ways. Consumers experiencing financial strain may elect to defer payments, shift to lower-cost payment methods, or make partial andpartial, more frequent payments. While payment deferrals and the adoption of lower-cost methods could reduce our average revenue per transaction and overall payment volume, an increase in partial payment activity mightcould increasesimultaneously overalldrive higher aggregate transaction counts.

Reworded

However,This thisshifting dynamic may create a compounding effect on our unit economics. Any suchcorresponding increase in transaction volumes driven by partial payments could trigger a proportional rise in our interchange, network, and processing fees. Because these elevated costs of revenue mightmay offset the potential top-line gains from higher transaction counts, this cycle could frequently yieldresult in flat net revenue growth. We may be unable to fully offset these interrelated pressures through pricing actions, as any such adjustments typically lag behind the immediate impact of rising network and operating costs. As a result,Consequently, an inability to fully offsetmitigate these pressures in real-time mightmay continue to adversely affect our margins, operating results, and overall financial condition.

Reworded

Additionally, beyond theseBeyond external economic pressures, our ability to scale efficiently depends on our capacity to quickly hire,recruit, train,train and retain a high-performing workforce. We continue to offer competitive wagescompensation and invest in employee well-being to attract and retain a high-performing workforce that enables us to meet the expanding needs of our customers’ increasing needscustomers and support our long-term growth.growth objectives. While employee-related costs naturally fluctuate, they have trended upward alongsidein tandem with our business expansion, and we expect this trajectory to continue as we scale.scale our operations.

Reworded

We use non-GAAP measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management and our board of directors to more fully understand our consolidated financial performance from period to period and helps management project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP measures provide our investors with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period-to-period comparisons. In particular, we exclude interchange, assessment and other network fees in the presentation of contribution profit because we believe inclusion is less directly reflective of our operating performance as we do not control the payment channel used by consumers, which is the primary determinant of the amount of interchange, assessment and other network fees. We use contribution profit to measure the amount available to fund our operations after interchangeinterchange, assessment and assessmentother network fees, which are directly linked to the number of transactions we process and thus our revenue and gross profit. There are limitations to the use of the non-GAAP measures presented in this report. Our non-GAAP measures may not be comparable to similarly titled measures of other companies; other companies, including companies in our industry, may calculate non-GAAP measures differently than we do, limiting the usefulness of those measures for comparative purposes. These non-GAAP measures should not be considered in isolation from or as a substitute for financial measures prepared in accordance with GAAP.

Reworded

In general, contribution profit is driven by the number of transactions we processprocess, offset by network fees associated with processing those transactions. The amount of contribution profit per transaction may vary due to a variety of factors substantially outside of our control, including client size, type and industry as well as whether the client is a biller, financial institution or other partner. Contribution profit for the three and six months ended MarchJune 31,30, 2026 increased approximately 25.2%,26.3% and 25.7%, as compared to the same periodperiods in 2025. The increase was driven by growth in transaction count and volume driven from both new and existing billers and financial institutions.

Reworded

Adjusted gross profit for the three and six months ended MarchJune 31,30, 2026 increased 27.3%,28.6% and 28.0%, as compared to the same periodperiods in 2025. Adjusted gross profit is driven primarily by the same factors that impact gross profit with the exception of excluding the amortization and stock-based compensation recorded in cost of revenue. Adjusted gross profit improved in line with contribution profit. Adjusted gross profit as a percentage of contribution profit increased due to realization of economies of scale.

Reworded

Adjusted EBITDA is a measure of profitability and generally is expected to move in line with revenue, contribution profit, gross profit and adjusted gross profit. Adjusted EBITDA increased 41.5%54.0% and 47.9% in the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods in 2025. The increase was primarily attributable to higher revenues driven by growth in transaction volumes from both new and existing billers and financial institutions. The rate of growth in Adjusted EBITDA exceeded the rate of growth in both contribution profit and adjusted gross profit, reflecting the operating leverage inherent in our business, as certain operating expenses are largely fixed and did not increase in proportion to the growth in revenue.

Reworded

The decreaseincrease in free cash flow for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025, was primarily driven by lowerhigher cash generated from operations, drivenreflecting mainlystronger operating performance and improved conversion of working capital into cash, partially offset by investmenthigher incapitalized workinginternal-use capital.software development costs.

Added

The decrease in free cash flow for the six months ended June 30, 2026, as compared to the same period in 2025, reflected increased investments in working capital and internal-use software development, which more than offset improved operating performance.

Reworded

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

Added

The increase in revenue was primarily driven by an increase in the number of transactions processed, which was driven by the implementation of new billers and increased transactions from our existing billers.

Added

Cost of Revenue, Gross Profit and Gross Margin

Added

The increase in cost of revenue primarily corresponds with higher revenue and transaction volumes, as it consists primarily of interchange fees and processor costs.

Added

Gross profit increased in tandem with revenue growth. Gross margin increased slightly, as the impact of a shift in customer mix towards high-volume enterprise billers with lower margins was more than offset by improved economies of scale.

Added

Research and Development Expenses

Added

Research and development expenses remained relatively consistent compared to the prior-year period. Higher employee-related costs were largely offset by lower amortization and stock-based compensation expenses.

Added

Sales and Marketing Expenses

Added

The increase in sales and marketing expenses was primarily driven by higher agency and sales commission costs and higher employee-related costs, including stock-based compensation, partially offset by lower amortization expense.

Added

General and Administrative Expenses

Added

The increase in general and administrative expenses was primarily driven by higher stock-based compensation and employee-related costs, as well as higher lease expense and insurance premiums. These increases were partially offset by lower professional and legal fees.

Added

The change in interest income, net, was mainly due to higher cash balances held with banks, offset by lower interest rates.

Added

Income Taxes

Added

The change in provision for income taxes as well as the increase in the Company's effective tax rate, which was 28.3% for the three months ended June 30, 2026, as compared to 19.9% for the same period in the prior year, were primarily due to increased executive stock-based compensation in 2026 and more significant excess tax benefits on stock-based compensation in 2025.

Added

Comparison of the Six Months Ended June 30, 2026 and 2025

Reworded

While gross profit increased in tandem with revenue growth, gross margin remainedincreased flat,slightly, as a shift in customer mix towards high-volume enterprise billers with lower margins was offset by improved economies of scale.

Reworded

Research and development expenses increased primarily due to higher employee-related costs, including benefits, driven by headcount growth and annual compensation adjustments. The remaining variance was driven by a rise in cloud computing services expenses, reflecting greater utilization of our cloud-based infrastructure and expanded data processing demands,adjustments, as well as higher cloud computing services expense. These increases were partially offset by lower amortization of capitalized internal-use software development costs.expense.

Reworded

The increase in salesSales and marketing expenses wasincreased primarily drivendue byto higher reseller commissions and employee-related costs.costs, including benefits. These increases were partially offset by lower stock-based compensation and amortization expense.

Reworded

The increase in generalGeneral and administrative expenses wasincreased primarily drivendue byto higher stock-based compensation, elevatedas employeewell compensationas higher employee-related costs, lease expense, and relatedinsurance costs,premiums. andThese greaterincreases were partially offset by lower professional and legal feesservices and insurance premiums related to certain business policies.costs.

Reworded

The change in provision for income taxes as well as the increase in the Company's effective tax rate, which was 28.2%28.3% for the threesix months ended MarchJune 31,30, 2026, as compared to 22.4%21.2% for the same period in the prior year, were primarily due to higher pre-tax income, increased forecasted executive stock-based compensation in 2026 and more significant excess tax benefits on stock-based compensation in 2025.

Reworded

As of MarchJune 31,30, 2026, we had $338.8$377.7 million of unrestricted cash and cash equivalents. We believe that existing unrestricted cash and cash equivalents will be sufficient to support our working capital, capital expenditure requirements, and other commitments described in Note 8, for at least the next 12 months. Since inception, we have financed operations primarily through the sale of equity securities and revenue from payment transaction fees. Our principal uses of cash are funding operations, which primarily consist of employee-related costs, payments to third parties to fulfill our payment transactions and payments to sales and marketing partners. Although this is subject to change based on market opportunities or changing priorities, we currently do not have any material planned capital expenditures or acquisitions in the next 12 months.

Reworded

Our primary source of operating cash is revenue from payment transaction fees. Our primary uses of operating cash are personnel-related costs, payments to third parties to fulfill our payment transactions and payments to sales and marketing partners. Net cash provided by operating activities for the threesix months ended MarchJune 31,30, 2026 was $30.5$79.3 million. Net income was $20.9$46.4 million, adjusted for non-cash charges of $16.9$34.1 million, consisting primarily of depreciation and amortization, stock-based compensation, amortization of capitalized contract acquisition costs and warrant cost, non-cash lease expense and provision for expected credit losses,losses. whichThese contributedamounts positively to cash provided from operating activities. This waswere offset by $1.2 million of net cash outflows ofresulting $7.3 million due tofrom changes in our operating assets and liabilities.

Reworded

Net cash provided by operating activities for the threesix months ended MarchJune 31,30, 2025 was $50.4$81.9 million. Net income was $13.8$28.5 million, adjusted for non-cash charges of $14.2$30.0 million consisting primarily of depreciation and amortization, stock-based compensation, amortization of capitalized contract acquisition costs and warrant cost, non-cash lease expense and provision for expected credit losses,losses. which contributed positively to cash provided from operating activities. This was additionally supported by net cash inflows of $22.4 million provided by changesChanges in our operating assets and liabilities.liabilities provided an additional $23.4 million of cash.

Reworded

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 consisted of $9.5$19.2 million of capitalized internal-use software development costs and $0.1$0.2 million of purchases of property and equipment, which waspartially offset by $0.1a $0.9 million cash inflow from net change in interest-bearing deposits.

Reworded

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2025 consisted of $9.3$18.2 million of capitalized internal-use software development costs and $0.1$0.2 million of purchases of property and equipment, which waspartially offset by $1.1a $0.6 million cash inflow from net change in interest-bearing deposits.

Reworded

Net cash used in financing activities for the threesix months ended MarchJune 31,30, 2026 consisted primarily of $3.3$5.4 million of payments of taxes withheld on net settled vesting of restricted stock units.

Reworded

Net cash used in financing activities for the threesix months ended MarchJune 31,30, 2025 consisted primarily of $1.9$3.8 million of payments of taxes withheld on net settled vesting of restricted stock units, which was offset by $0.1 million of proceeds from the exercise of stock-based awards by employees.

PAY insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 3 filings (2 insiders, 4 trade dates, 187,909 shares, about $7.1M; 3 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -187,909 (purchases minus sales); net value about -$7.1M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-08-26Klein Jason
Director
Other 546— —1,496 SEC
2026-08-26Barnds Thomas
10% owner
Other 94,546— —0 SEC
2026-08-26Williams Gregory Hyde
Director
Other 22,558— —188,384 SEC
2026-08-26Accel-Kkr Growth Capital Partners Iii, Lp
10% owner
Other 94,546— —0 SEC
2026-08-26Palumbo Robert
Director, 10% owner
Other 94,546— —0 SEC
2026-08-17Accel-Kkr Members Fund, Llc
10% owner
Other 3,168— —0 SEC
2026-08-17Accel-Kkr Members Fund, Llc
10% owner
Other 37,350— —0 SEC
2026-08-17Williams Gregory Hyde
Director
Other 33,145— —165,826 SEC
2026-08-17Palumbo Robert
Director, 10% owner
Other 3,168— —0 SEC
2026-08-17Palumbo Robert
Director, 10% owner
Other 37,350— —0 SEC
2026-08-17Klein Jason
Director
Other 950— —950 SEC
2026-08-17Barnds Thomas
10% owner
Other 37,350— —0 SEC
2026-08-17Barnds Thomas
10% owner
Other 3,168— —0 SEC
2026-08-15Sharma Dushyant
Director, Chairman, President and CEO, 10% owner
Shares withheld for tax 27,054— —1,444,357 SEC
2026-08-15Kalra Sanjay
SVP and CFO
Shares withheld for tax 21,338— —484,259 SEC
2026-08-15Portocalis Gerasimos (Jerry)
Chief Commercial Officer
Shares withheld for tax 5,704— —744,652 SEC
2026-08-05Kalra Sanjay
SVP and CFO
Open-market sale
10b5-1 plan
100$43.02 $4.3K505,597 SEC
2026-08-05Kalra Sanjay
SVP and CFO
Open-market sale
10b5-1 plan
2,809$40.16 $112.8K505,697 SEC
2026-08-04Kalra Sanjay
SVP and CFO
Open-market sale
10b5-1 plan
10,000$40.22 $402.2K523,506 SEC
2026-08-04Kalra Sanjay
SVP and CFO
Open-market sale
10b5-1 plan
8,800$41.53 $365.5K514,706 SEC
2026-08-04Kalra Sanjay
SVP and CFO
Open-market sale
10b5-1 plan
6,200$42.36 $262.6K508,506 SEC
2026-08-04Trainor Gary
Director
Open-market sale
10b5-1 plan
7,868$38.74 $304.8K582,020 SEC
2026-08-04Trainor Gary
Director
Open-market sale
10b5-1 plan
40,332$39.91 $1.6M541,688 SEC
2026-08-04Trainor Gary
Director
Open-market sale
10b5-1 plan
4,500$40.88 $184.0K537,188 SEC
2026-08-04Trainor Gary
Director
Open-market sale
10b5-1 plan
9,785$41.99 $410.9K527,403 SEC
2026-08-04Trainor Gary
Director
Open-market sale
10b5-1 plan
17,515$43.06 $754.2K509,888 SEC
2026-07-29Trainor Gary
Director
Open-market sale
10b5-1 plan
40,000$35.12 $1.4M589,888 SEC
2026-07-28Trainor Gary
Director
Open-market sale
10b5-1 plan
1,000$33.50 $33.5K629,888 SEC
2026-07-28Trainor Gary
Director
Open-market sale
10b5-1 plan
39,000$33.11 $1.3M630,888 SEC
2026-06-08Ingram William
Director
Grant/award 8,280— —86,941 SEC
2026-06-08Davids Jody R
Director
Grant/award 8,280— —44,730 SEC
2026-06-08Oberoi Arun
Director
Grant/award 8,280— —41,885 SEC
2026-05-27Palumbo Robert
Director, 10% owner
Other 155,574— —0 SEC
2026-05-27Barnds Thomas
10% owner
Other 155,574— —0 SEC
2026-05-27Akkr Strategic Capital Lp
10% owner
Other 155,574— —0 SEC
2026-05-15Sharma Dushyant
Director, Chairman, President and CEO, 10% owner
Shares withheld for tax 27,054— —1,471,411 SEC
2026-05-15Kalra Sanjay
SVP and CFO
Shares withheld for tax 19,494— —533,506 SEC
2026-05-15Portocalis Gerasimos (Jerry)
Chief Commercial Officer
Shares withheld for tax 4,329— —750,356 SEC

Well-known investors holding PAY (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Citadel Advisors (Ken Griffin) COM CL A2026-06-30599,801$15.2M—Sold out
Renaissance Technologies COM CL A2026-06-30288,297$7.0M0.01%Added 247%
Point72 Asset Management (Steve Cohen) COM CL A2026-06-30219,407$5.3M0.01%Added 28%
Millennium Management (Israel Englander) COM CL A2026-06-3094,767$2.3M0.0%Reduced 89%
Gotham Asset Management (Joel Greenblatt) COM CL A2026-06-3093,420$2.3M0.01%Reduced 31%
Two Sigma Investments COM CL A2026-06-3092,746$2.2M0.0%Reduced 75%
AQR Capital Management (Cliff Asness) COM CL A2026-06-3052,375$1.3M0.0%Reduced 63%
D. E. Shaw & Co. COM CL A2026-06-3051,246$1.2M0.0%Reduced 45%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when PAY files, watchlists and downloadable comparisons.