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

•We partner with third parties to support fulfillment of our service,services, including risk management, payment processing, customer support, cloud hosting, and disbursement, which exposes us to risks outside of our control;

•UseCyberattacks, ofcybersecurity ourbreaches, service for illegaloutages, or fraudulentother activitiessimilar incidents could result in serious harm to our business, financial condition, operating results, reputation, and future prospects;

•We are exposed to the risk of loss or insolvency if our disbursement partners fail to disburse funds according to our instructions or were to become insolvent unexpectedlyinsolvent, or funds are disbursed before customer funds are guaranteed to be sufficient;

•If one or more of our counterparties, including financial institutions, aggregators, and local cash pick-up institutions where we have cash on deposit, or our lenders and potential hedging counterparties,counterparties default on their financial or performance obligations to us or fail, we may incur material losses; and

•Our customers and business operations in countries and regions that account for a significant amount of our send volume and our operations are exposed to rapid changes in laws and the enforcement of laws, macroeconomic conditions, and geopolitical developments that expose us to a risk of loss and that could adversely affect our business, financial condition, operating results, and future prospects.

The industry for remittancescross-border payments is global, highly competitive, and fragmented and includes a mix of traditional and digital players. This includes monoline remittance companies as well as competitors that offer multiple financial services, including remittances.cross-border payments. These competitors include traditional banks,banks and global financial institutions, digital-first cross-border payment providers, online-onlydigital-only banks, digital wallets, neobanks, and cryptocurrencyother providers.emerging fintech platforms. Some competitors are significantly larger than we are and have longer operating histories, more scale and name recognition, and more resources to deploy. We also compete against smaller, country-specific companies, banks, and informal person-to-person money transfer service providers that may havebe morebetter abilitypositioned to effectively tailor products and services, marketing, and regulatory compliance to local preferences and requirements.

Some of these competitors may introduce new products or services that render us unable to retain our existing customers or attract new customers at prices that are consistent with our pricing model and operating budget. In addition, these competitors use a variety of funding, money measurementmeasurement, and pricing methodologies whichthat may be more attractive to customers in some geographies or demographics. OurIf our pricing strategy for our cross-border payments may also provewere to beprove unappealing to our customers for otherany reasons, too. If this were to occur,reason, it is possible that we would have to change our pricing strategies or reduce our prices, which could harm our business, financial condition, operating results, and future prospects.

Our products and services rely on technology-driven systems that require innovation to remain competitive. Our process for innovation is complex and relies upon both internally developed and third-party technologies and services, including automation, AI, machine learninglearning, and cloud-based and other emerging technologies. We may not be able to make product or technological improvements as quickly as our competitors and/or as demanded by our customers, or to market them effectively, which could harm our ability to attract or retain customers. This includes the incorporation of artificial intelligence (“AI”) technologies. In addition, we continue to develop new products and services, including products and services complementary to our current offerings, which requires ongoing investment. New products and services are inherently risky, due to, among other things, risks associated with the product or technology underlying the service not performing at all, or not performing as expected, customer acceptance, technological outages or failures, applicable legal and regulatory requirements, or failure to meet customer or industry expectations. As a result, we could experience increased claims, reputational damage, or other adverse effects, any of which could be material. The profile of potential customers using our new products and services also may not be as attractive as the profile of the customers that we currently serve, which may lead to higher customer acquisition costs or losses than we have historically experienced. Additionally, we can provide no assurance that we will be able to develop, commercially market, and achieve acceptance of any new products and servicesservices, and we may also fail to accurately predict the demand for, or growth of, such offerings in the future. Finally, our investment of resources, including management attention and talent allocation, to develop new products and services, or make related changes or updates to our services, may either be insufficient or result in expenses or losses of alternative growth opportunities that exceed the revenue actually generated from these new offerings.

It is also possible that these new products may not return our investment or be profitable, or may experience disruptions in development or availability as a result of a variety of factors outside our control, which may have an adverse effect on our business, financial condition, operating results, and future prospects. See the section titled “Risk Factors—General Risks.” Additionally, the majority of our customers access our products through our websitewebsite, andour mobile app, or messaging services, and we must ensure that our offerings are optimized for such devices or messaging services, and that our mobile apps are interoperable with popular third-party mobile operating systems such as Google Android and Apple iOS. If we are unable to successfully and in a timely fashion innovate and improve our existing products and achieve acceptance, and continue to deliver a superior customer experience, our growth, business, financial condition, operating results, and future prospects could be impacted.

We have grown rapidly in recent years and have limited operating experience at our current scale of operations.scale. If we are unable to manage our growth effectively, our business and operating results may be impacted. We also may not be able to sustain our growth rate in the future.

Further, as we continue to grow, our business becomes increasingly complex and requires more resources. We have expended and anticipate continuing to expend, significant resources on expanding our infrastructure, streamlining our business and management processes, and expanding and streamliningstrengthening other operational areas. Continued growth could strain our existing resources, and we could experience operating difficulties in managing our business across numerous jurisdictions. Failure to effectively scale could harm our future success, including our ability to retain and recruit personnel and to effectively focus on our growth strategy. Our limited operating history and experience may also lead to deficiencies in our governance and operational structures, including with respect to our internal controls, resulting in inefficient decision-making, internal oversight, or other operational inefficiencies, regulatory risks, failures to identify and capitalize on growth opportunities, and reputational damage. If our controls, policies, and procedures are not fully effective or we are not successful in identifying and mitigating significant risks to which we are or may be exposed, we may suffer uninsured liability, harm to our reputation, or be subject to litigation or regulatory actions that could affect our business, financial condition, operating results, and future prospects.

Further, as a public company listed in the United States, we have and will continue to incur significant legal, accounting, and other expenses. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and Nasdaq, or as a result of stockholder activism, may increase legal and financial compliance costs and make some activities more time-consuming. You should not rely on our growth rate in the number of customers, revenue, or send volume for any prior quarterly or annual periods as any indication of our future revenue, revenue growth, or other metrics of our financial performance.

We partner with third parties to support fulfillment of our service,services, including risk management, payment processing, customer support, cloud hosting, and disbursement, which exposes us to risks outside of our control.

Our third-party partners also support our business operations and processes, including customer support services, from their various locations around the world. If such third-party partners choose to cease operations or otherwise become unable to provide the business process support services for which they are contracted by us, we risk having delays in customer service or other interruptions in our business operations, which can have a detrimental effect on our reputation and ultimately lead to a loss of customers.

Our business is largely driven by and reliant on customer trust in our handlingdelivery of moneycross-border remittances.financial services. The pricing and reliability of our service, the security of personal information (including sensitive personal information) of our customers, and a responsive and effective customer support function are each critical elements for the maintenance of this trust. Any significant interruption in either our internal or our partners’ risk management, payment processing, or disbursement systems could reduce customer confidence in our services. In addition, any actualactual, reported, or reportedperceived cyberattack, cybersecurity breach, service outage, or other similar incident with respect to our systems or networks, or violation of our privacy or cybersecurity policies, or applicable legal, regulatory, or contractual obligations that results in a compromise of customer data or causes customers to believe their data has been compromisedcompromised, could have a significant negative effect on our business. Legal claims and regulatory enforcement actions could also arise in response to these events, which would further exacerbate erosion of customer trust and potentially result in operating losses and liabilities. If we are unable to maintain affordable pricing, deliver services reliably and securely, or address customer support issues in an effective and timely manner, our business, financial condition, operating results, reputation, and future prospects could be harmed. In addition, any erosion in confidence in digital financial service providers as a means to transfer money generally could have a similar negative effect on us.

We transfer large sums of customer funds daily,daily and are subject to the risk of loss due to errors or fraudulent or illegitimate activities of customers or third parties, any of which could result in financial losses or damage to our reputation and trust in our brand, which would harm our business and financial results.

Our business is subject to the risk of financial losses as a result of operational errors, fraudulent activity, employee misconduct, or other similar actions or errors on our or our partners’ solutions. Such behavior, either by our employees, vendors, counterparties, or other third parties, may include fraudulent actions,actions; breaches of applicable laws, rules, regulations,or asregulations; wellbreaches asof contractual obligations, including confidentiality or non-disclosure agreements,agreements; or failure to adhere to our policies and procedures or those of our partners and other counterparties. We have been, in the past, and will continue to be, subject to losses due to software errors in our systems and operational errors by our employees and third-party service providers. In addition, we also are regularly targeted by parties who seek to commit acts of financial fraud, using a variety of techniques, including stolen bank accounts, compromised business email accounts, employee fraud, account takeover, and false account creation. We are also routinely targeted for illegitimate transactions, including transactions to facilitate money laundering, and transactions in which customers authorize transfers requested by third parties under false or misleading pretenses (“scams”). These risks are inherently greater for us because many of our corridors for remittancesglobal money movement transactions are from developed to developing economies, which have traditionally been highly targeted by bad actors perpetrating fraud or other unwanted activity. We also in certain instances have a business practice of transferring money to recipients before funds are actually received from our customers, which also increases these risks. The methods used to perpetrate these illegal activities are continually evolving, and we expend considerable resources to detect, monitor, and prevent them. Our risk management efforts may not effectively prevent, and we may suffer losses from, these errors and activities and, in some cases, our usual risk allocation agreements and insurance coverages may not be sufficient to cover these losses. We have experienced transaction losses of $57.9 million, or 0.11%, $39.0 million, or 0.10%, and $41.9 million, or 0.15%, of total send volume in connection with such errors, fraud, and misconduct in the years ended December 31, 2024, 2023, and 2022, respectively. We expect that losses of similar or greater magnitude may occur again in the future. If any of these errors or illegitimate or fraudulent activities are significant, we may be subject to regulatory enforcement actions and termination of services provided by third parties and suffer significant losses or reputational harm, and our business, financial condition, operating results, and future prospects could be adversely affected.

We hold a substantial amount of funds belonging to our customers, including funds in process of being remitted,transferred, at third-party financial institutions. We hold, and in certain jurisdictions are required to hold and segregate, eligible assets equal to at least 100% of the aggregate amount of all customer funds held by our licensed entities. Our ability to manage and accurately account for the assets underlying our customer funds and comply with applicable asset requirements and applicable regulations requires a high level of internal controls. As our business continues to grow and we expand our product offerings, we must continue to strengthen our associated internal controls. Our success requires our customers’ confidence in our ability to properly manage customer balances and handle large and growing transaction volumes and amounts of customer funds. Any failure to maintain the necessary controls or to appropriately manage our customer funds in compliance with applicable regulatory requirements could result in reputational harm, lead customers to discontinue or reduce their use of our services and products, and result in significant penalties and fines and additional restrictions, which could materially harm our business.business, financial condition, operating results, and future prospects.

WeIn prior periods, we have a history ofexperienced operating losseslosses, and there is no assurance that our business will become consistentlyremain profitable.

We were incorporated in 2011 and wehave, havein the recent past, experienced annual net losseslosses. sinceAlthough inception. Wewe generated net income of $67.9 million in the year ended December 31, 2025, we incurred losses of $37.0 million,million and $117.8 million, and $114.0 million forin the years ended December 31, 2024, 2023, and 2022,2023, respectively. While we have experienced significant revenue increases,increases and achieved profitability on an Adjusted EBITDA basis in recent periods,basis, and achieved profitability on a generally accepted accounting principles (“GAAP”) basis in thefiscal thirdyear quarter of 2024,2025, if the assumptions we use to plan our business are incorrect or change, or if we are unable to maintain consistent revenue, it may be difficult to maintain profitability. Our revenue from any prior quarterly or annual periods should not be relied upon as an indication of our future revenue or revenue growth. WeFurther, we have historically spent, and intend to continue to spend, significant funds to further develop and secure our services, develop new products and functionalities, invest in marketing programs to drive new customer acquisition, expand strategic partner integrations, and support international expansion into new payment corridors.expansion. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. We willmay also face increased compliance and security costs associated with growth,our continued growth and the expansion of our customer base and corridors, and being a public company.corridors. Our financial performance each quarter is also impacted by circumstances beyond our control, such as corridor mix, revenue mix, and seasonality. We may incur significant losses in the future for several reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications and delays, and other unknown events. If we are unable to sustain profitability, our business, financial condition, operating results, and future prospects may be adversely affected. For more information, see the section titled “Risk Factors—Financial Risks.”

Our revenue was $1,264.0$1.6 million,billion, $944.3$1.3 million,billion, and $653.6$944.3 million, and our send volume was $54.6$74.9 billion, $39.5$54.6 billion, and $28.6$39.5 billion, for the years ended December 31, 2025, 2024, 2023, and 2022,2023, respectively. Although a large market segment for remittancecross-border financial services remains untapped by us, we have recently experienced significant growth in our revenue and send volume. However, even if our revenue continues to increase, we expect that our growth rate will likelymay decline in the future as a result of a variety of factors, including the increasing scale of our business. Overall growth of our revenue depends on a number of factors, including our ability to:

We may not successfully accomplish any of these objectives, which makes it difficult for us to forecast our future operating results. If the assumptions that we use to plan our business are incorrect or change in reaction to changes in our industry, or if we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile, and it may be difficult to sustain profitability. AdditionallyAdditionally, if we fail to address the risks and difficulties that we face, including those associated with the factors listed above as well as those described elsewhere in this “Risk Factors” section, our growth rate may be adversely affected. You should not rely on our revenuegrowth rate in the number of customers, revenue, or send volume for any prior quarterly or annual periods as any indication of our future revenue, revenue growth, or revenueother growth.metrics of our financial performance.

Cyberattacks, cybersecurity breaches, service outages, and other similar incidents continue to increase in frequency and severity, evolve in nature, and become more sophisticated (including through the increased use of AI), and may evade detection for substantial periods of time. Moreover, we regularly encounter attempts to create false or undesirable accounts or take other actions on our systems for purposes such as spamming, spreading misinformation, or other objectionable ends. Threats to our computer systems and networks and those of third parties with whom we partner may come from a variety of sources, including organized criminal threat actors, terrorists, hacktivists, nation states, state-sponsored organizations, and other external threat actors with significant financial and technological resources, any of which may see the effectiveness of their efforts enhanced by the use of AI. In addition, working from homeremotely and using private residential networks to access the internet may further exacerbate risks associated with cyberattacks, cybersecurity breaches, service outages, and other similar incidents as private work environments and electronic connections to our work environment may not have the same security measures as those deployed in our offices. We, like other financial technology organizations, have experienced from time to time, and may experience in the future, cybersecurity incidents, including, among other things, advanced and persisting cyberattacks, ransomware, cyber extortion, phishing, and social engineering schemes, the introduction of computer viruses or other malware, computer hacking, fraudulent use attempts (including attempts to create false or undesirable accounts or take other actions on our service for purposes such as spamming, spreading misinformation, or other objectionable ends), denial-of-service attacks, credential stuffing, and the physical destruction of all or portions of our IT infrastructure and those of third parties with whom we partner, due to, among other things, human error, fraud, malice, malfeasance, insider threats, system errors or vulnerabilities, accidental technological failure, or other irregularities on the part of employees, contractors, vendors, or other third parties.

While we maintain insurance policies, our coverage may be insufficient to compensate us for all losses caused by cyberattacks, cybersecurity breaches, service outages, or other similar incidents, and any such incidents may result in increased costs for such insurance. We also cannot ensure that our existing cybersecurity insurance coverage will be sufficient to cover the successful assertion of one or more large claims against us, continue to be available on acceptable terms, or at all, or that the insurer will not deny coverage as to any future claim.

We are subject to numerous privacyprivacy, cybersecurity, and cybersecurityAI laws, rules, regulations, industry standards, and other obligations across multiple jurisdictions which are highly complex, overlapping, frequently changing, and which create compliance challenges that may expose us to substantial costs, liabilities, or loss of customer trust. Our actual or perceived failure to comply with these obligations could harm our business.

The various privacy and cybersecurity laws, rules, regulations, industry standards, and other obligations with which we must comply, including with respect to technologies, such as cloud computing, AI, and machine learning, are complex and evolving. In addition, state, federal, and foreign lawmakers and regulatory authorities have increased their attention on the collection, use, receipt, storage, transmission, disclosure, and other processing of personal information, and increasing fraudulent activity and cyberattacks have encouraged further legislative and regulatory intervention in the financial technology industry. Moreover, many jurisdictions in which we operate have or are developing laws and regulations that protect the privacy and security of sensitive and personal information. Further, we have internal and publicly posted privacy policies regarding our collection, use, receipt, storage, transmission, disclosure, and other processing of personal information, and the publication of such privacy policies and other documentation that provide commitments about privacy and cybersecurity can subject us to potential enforcement actions and litigation if they are found to be deceptive, unfair, or otherwise misrepresentative of our actual practices. Our agreements with third parties, including significant agreements with payment processors, credit card and debit card issuers, and bank partners,partners also contain contractual commitments related to privacy and cybersecurity with which we are required to adhere related to privacy and cybersecurity.adhere.

The efficient and uninterrupted operation of technologies that we use to deliver our services is essential for the customer experience. This includes maintaining ready customer access and acceptable load times for our services at all times. Our systems and operations and those of third-party partners have experiencedexperienced, andor may experience in the futurefuture, interruptions or degradation of service availability due to a variety of events including cyberattacks, cybersecurity breaches, service outages, and other similar incidents,incidents; insider threats,threats; hardware and software defects or malfunctions,malfunctions; development delays,delays; installation difficulties,difficulties; human error,error; earthquakes, hurricanes, floods, fires, and other natural disasters,disasters; public health crises (including epidemics or pandemics such as the COVID-19 pandemic),; power losses,losses; disruptions in telecommunications services,services; fraud,fraud; military or political conflicts,conflicts; terrorist attacks,attacks; or other events. In addition, our service is currently vulnerable to downtime should a major physical disaster or other event affect the west coast of the United States, where our cloud services provider is based and our physical system architecture resides. While we have backups for these systems, our service would be unavailable for some time were our normal systems to go down. Further,We somealso ofhave ourdisaster systemsrecovery areprograms in place, but they have not fullybeen redundant,tested under actual disaster conditions and the aforementioned risks may be further increased if our disaster recovery programplans hasprove not been fully tested and may notto be sufficient for all eventualities.inadequate. To the extent we cannot effectively address capacity constraints, upgrade our systems, or implement redundant systems as needed, and continually develop our technology to maintain sufficient system availability, new or existing customers may seek other services and may not return to our services as often in the future, or at all. If our service is unavailable when customers attempt to access it or it does not load as quickly as they expect, customers may lose trust in our service or determine that our services are unreliable or too slow to meet their needs. This would harm our ability to attract new customers and could decrease the frequency with which existing customers use our website and mobile solutions. As a result, our business, financial condition, operating results, reputation, and future prospects could be harmed.

Our brand and proprietary technology, trademarks, service marks, trade names, copyrights, domain names, trade dress, patents, trade secrets, and other IP Rights that support thatour brand are important to our business. We rely on, and expect to continue to rely on, a combination of intellectual property laws, technological restrictions, provisions in our terms of service, and contractual provisions including confidentiality, invention assignment, and license agreements with our employees, contractors, consultants, and other third parties with whom we partner, to establish and protect our brand, proprietary technology, and other IP Rights. Such contractual provisions may not be self-executing and may not otherwise adequately protect our IP Rights, particularly with respect to conflicts of ownership relating to work product generated by employees, contractors, consultants, or other third parties with whom we partner, and we cannot be certain that such contractual provisions will not be breached or that third parties will not gain access to our trade secrets or other confidential information.

Effective obtainment and protection of our IP Rights may not be available in every jurisdiction in which we offer our services and, where such laws are available, our efforts to obtain and protect such rights may not be sufficient or effective and such rights may be found invalid or unenforceable or narrowed in scope. In particular, the laws of some foreign countries, particularly certain developing countries, do not favor the enforcement of IP Rights to the same extent as U.S. laws. This could make it difficult for us to stop the infringement, misappropriation, or other violation of our IP Rights.Rights, and potentially interfere with our ability to market and promote our brands, products, and services. Any failure to adequately obtain, maintain, protect, defend, or enforce our IP Rights, or significant costs incurred in doing so, could materially harm our business, financial condition, operating results, reputation, and future prospects.

We use AI in certain aspects of our business and operations, including in our Help Center’s virtual assistant. There are evolving risks involved in utilizing AIAI, and no assurance can be provided that the usage of such AI-powered solutions will enhance our business, help our operations become more effective, efficient, or profitable, or otherwise result in our intended outcomes. The models underlying our AI-powered solutions may be incorrectly or inadequately designed or implemented. They may also be trained on, or otherwise use, biased, incomplete, inaccurate, misleading, or poor-quality data or algorithms, any of which may not be easily detectable. AI-powered solutions may also be adversely impacted by unforeseen defects, technical challenges, cyberattacks, cybersecurity breaches, service outages or other similar incidents, or material performance issues. Accordingly, our use of AI-powered solutions may inadvertently reduce our effectiveness and efficiency or generate unintentional or unexpected outputs (including any AI-generated content, analyses, or recommendations) that are, or are perceived to be, biased, incomplete, inaccurate, misleading, poor-quality, unethical, or otherwise deficient or flawed,flawed; do not match our business goals, standards, or values,values; do not comply with our policies or procedures,procedures; harm our brand or reputation,reputation; negatively impact customers or partners,partners; or otherwise interfere with the performance of our business. Further, our competitors or other third parties may incorporate AI into their business or operations more quickly or more successfully than us, which could reduce customer demand for our products and services and impair our ability to compete effectively.

We may not have adequate rights to use the data on which our AI-powered solutions rely. To the extent that we do not have sufficient rights to use the data used in, or produced by, the AI-powered solutions employed in our business and operations, we may be subject to litigation by the owners of the content or other materials that comprise such data. Further, any content or other output created by us using AI-powered solutions may not be subject to copyright protection, which may adversely affect our ability to commercialize or use, or the validity or enforceability of any IP Rights in, such content or other output. In addition, the use of AI by other companies has resulted in, and our use of AI may in the future result in, cyberattacks, cybersecurity breaches, service outagesoutages, or other similar incidents, including those that implicate the confidential and personal information of users of AI-powered solutions. If any of our employees, contractors, third-party providers, or other third parties with whom we partner input confidential or personal information while using any third-party AI-powered solution in connection with our business or the products, solutions, and services they provide to us, such practice may lead to the inadvertent disclosure of such confidential or personal information, which may impact our ability to realize the benefit of, or adequately obtain, maintain, protect, defend, and enforce our IP Rights in, such information or otherwise harm our competitive position, reputation, or business. Any of the foregoing could adversely affect our reputation and expose us to legal liability or regulatory risks, including with respect to third-party IP Rights or privacy, publicity, contractual, or other rights.

We license certain third-party IP Rights that are important to our business, including technologies, data, content, and software from third parties, and in the future, we may license additional valuable third-party IP Rights. If we fail to comply with any of the obligations under our license agreements, we may be required to pay damages and the licensor may have the right to terminate the license, which would cause us to lose valuable rights and could prevent us from selling our products and services or inhibit our ability to commercialize current or future products and services. Our business may suffer if any current or future licenses or other grants of rights to us terminate,terminate; if the licensors (or other applicable counterparties) fail to abide by the terms of the license or other applicable agreement,agreement; if the licensors fail to maintain, protect, defend, or enforce the licensed IP Rights against infringing third parties,parties; or if the licensed IP Rights are found to be invalid or unenforceable. Third parties from whom we currently license IP Rights could refuse to renew our agreements upon their expiration or could impose additional terms and fees that we otherwise would not deem acceptable requiring us to obtain IP Rights from another third party, if any are available, or to pay increased licensing fees or be subject to additional restrictions on our use of such third-party IP Rights.

In the future, we may also identify additional third-party IP Rights that we may need to license or otherwise obtain rights to,to in order to conduct our business, including to develop or commercialize new products and services. However, such licenses or other grants of rights may not be available on acceptable terms, or at all. The licensing or acquisition of third-party IP Rights is a competitive area, and several more established companies may pursue strategies to license or acquire third-party IP Rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, brand recognition, capital resources, and greater development or commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign, license, or otherwise grant rights to us. Even if such licenses or other grants of rights are available, we may be required to pay the licensor (or other applicable counterparty) substantial royalties, which may affect the margins on our products and services. In addition, such licenses or other grants of rights may be non-exclusive, which could give our competitors access to the same IP Rights licensed to us. Failure to obtain the necessary licenses or otherwise obtain adequate grants of rights on favorable terms, or at all, could prevent us from commercializing products and services or otherwise inhibit our ability to commercialize current or future products and services, which could impact our competitive position, business, financial condition, operating results, reputation, and future prospects.

Intellectual property disputes are common in our industry. We have, and may becomein the future become, involved in lawsuits to obtain, protect, defend, or enforce our IP Rights, and we may be subject to claims by third parties that we have infringed, misappropriated, or otherwise violated their IP Rights. Some companies in our industry, including some of our competitors, own large numbers of patents, copyrights, trademarks, and trade secrets which they may use to assert claims against us. Third parties have asserted and may in the future assert claims of infringement, misappropriation, or other violations of IP Rights against us, just as we have and may in the future do so against them. As the number of services and competitors in our industry increases and overlaps occur, claims of infringement, misappropriation, and other violations of IP Rights may increase. Claims of infringement, misappropriation, or other violation of IP Rights by a third party, even those without merit, have caused us to incur costs defending against the claims, and could in the future cause us to incur costs defending against the claims and could distract our management. In addition, an adverse outcome of a dispute may require us to: pay substantial damages; cease making, licensing, or using productsproducts, services, or servicesintellectual property that are alleged to infringe, misappropriate, or otherwise violate the IP Rights of others; change or cease using elements of our IP portfolio; expend additional development resources to attempt to redesign our products and services or otherwise develop non-infringing assets or technology, which may not be successful; enter into potentially unfavorable royalty or license agreements to obtain the right to use necessary technologies or IP Rights; and indemnify our disbursement partners and other third parties with whom we partner. Royalty or license agreements, if required or desirable, may be unavailable on terms acceptable to us, or at all, and may require significant royalty payments and other expenditures. Any of these events could harm our business, financial condition, operating results, and future prospects.

We use open source software in connection with our products and services and expect to continue to use open source software in the future. Some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost, and we may be subject to such terms. Although we monitor our use of open source software to avoid subjecting our products and services to conditions we do not intend to accept, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms are often ambiguous. Additionally, we could face claims from third parties seeking to enforce the terms of the applicable open source license. In such an event, we could be required to seek licenses from third parties to continue offering our products and services, to make our proprietary code generally available in source code form, to re-engineer our products and services, or to discontinue our products and services if re-engineering could not be accomplished on a timely basis, any of which could harm our business, financial condition, operating results, and future prospects. The terms of certain open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide our products and services. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. There is little legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop products and services that are similar to or better than ours. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could adversely affect our business, financial condition, operating results, reputation, and future prospects.

Our customers access our product offerings increasingly through mobile phones and also through the use of various hardware devices, browser,browsers, messaging services, and software platforms. If any of the device,devices, browser,browsers, messaging services, or software platforms that our product offerings depend upon change features of their application programming interfaces (“APIs”), discontinue their support of such APIs, restrict our access to their APIs, or alter the terms governing their use in a manner that is adverse to our business, we will not be able to provide compatible product offerings, which could significantly diminish the value of our product offerings and harm our business, financial condition, operating results, and future prospects.

The functionality and popularity of our product offerings depends,depend, in part, on our ability to integrate our systems with the systems of our strategic partners. These strategic partners periodically update and change their systems, and although we have been able to adapt our systems to their evolving needs in the past, there can be no guarantee that we will be able to do so in the future. While we have multiple API integrations and certain partner redundancies built into our systems, if we are unable to adapt to the needs of our strategic partners’ systems, our remittanceglobal transactionmoney movement process may be interrupted or delayed, and our strategic partners may terminate their agreements with us, leading to a loss of access to large numbers of customers at the same time and consequent negative impact on our growth and customer retention.

The provision of money transfer, payment, and stored value/e-money services is highly regulated, and the requirements vary from jurisdiction to jurisdiction. As an entity Licensed by various governmental authorities to provide certain of these services, we are subject to extensive financial, operational, and other regulatory requirements to maintain our Licenses and conduct business. These may include: net worth requirements; restrictions or obligations with respect to customer funds, including requirements to maintain insurance or reserves in an amount equivalent to outstanding payment obligations and restrictions on our investment of customer funds; bonding requirements; liquidity requirements; limitations on the amount and type of receivables we may be owed by our affiliates or third parties; requirements for regulatory approval of controlling stockholders; reporting requirements; anti-money laundering and countering the finance of terrorism compliance requirements; privacy and cybersecurity requirements; customer disclosure requirements; and monitoring, examination, and oversight by local, state, federal, and foreign regulatory agencies. Failure by us or our service providers to comply with any of these or related requirements or interpretation of them by governmental authorities could result in the suspension or revocation of a License required to provide money transfer, payment, stored value/e-money, or foreign exchange services; the limitation, suspension, or termination of services; changes to our business model; loss of consumer confidence; exposure to civil litigation (including civil claims, such as representative actions and other class action-type litigation); the seizure of our assets; and/or the imposition of civil and criminal penalties, including fines and restrictions on our ability to offer services. If our Licenses are not renewed or we are denied Licenses in additional jurisdictions where we choose to apply for a License, we could be forced to change our business practices or be required to bear substantial cost to comply with the requirements of the additional jurisdictions. Further, if we were found by these governmental authorities to be in violation of any applicable laws or regulations required to provide money transfer, payment, stored value/e-money or foreign exchange services, we could be subject to: fines, penalties, lawsuits, and enforcement actions; additional compliance requirements; increased regulatory scrutiny of our business; restriction or suspension of our operations; or damage to our reputation or brand. In addition, our regulators could further restrict the type of instruments that qualify as permissible investments or require our regulated subsidiaries to maintain higher levels of eligible assets, which could have a financial and operational impact on our business. Regulatory requirements are constantly evolving, and we cannot predict whether we will be able to meet changes to existing regulations or the introduction of new regulations without harming our business, financial condition, operating results, and future prospects.

In addition,particular, the U.S. Consumer Financial Protection Bureau (“CFPB”) administersis otherlargely responsible for administering regulations and may adoptadopting new regulations governing consumer financial services, including regulations defining unfair, deceptive, or abusive acts or practices, and new model disclosures. TheGiven the uncertainty with respect to the CFPB’s authorityoperations, it may be that select states will seek to changefill this consumer protection void, potentially issuing a patchwork of regulations adoptedthat in the past by other regulators, or to rescind or alter past regulatory guidance, couldmay increase our compliance costs and litigation exposure. These regulations, changes to these regulations, and other potential changes under CFPBSuch regulations could harm our business, financial condition, operating results, and future prospects, and force us to change the way we operate our business.

Our service is subject to a variety of laws and regulations worldwide, and a large number of regulatory and enforcement authorities in each of the jurisdictions in which we operate. Regulators across the globe subject financial sector institutions, including us, to intense review, supervision, and scrutiny. This heightened level of review and scrutiny or any changes in the existing regulatory supervision framework increases the possibility that we will face adverse legal or regulatory actions. Regulators regularly review our operations, and there can be no guarantee that all regulators will agree with our internal assessments of the applicability of certain laws, regulations, or regulatory policies to our products, or our compliance with applicable laws, regulations, or regulatory policies.

We have been examined, and may continue to be subject to examination by the CFPB, which has defined participants of the international money transfer market that make at least one million aggregate annual international money transfers, such as Remitly, to be “larger participants” subject to such supervisory examination. TheAt this time, the CFPB has the authority to examine and supervise us and our larger competitors,competitors. whichWhile willthis involveactivity providinghas reportslargely paused at the federal level, state regulators may seek to fill this void. In the CFPB.past, Thethe CFPB has used information gained in these examinations as the basis for enforcement actions resulting in settlements involving monetary penalties and other remedies. State regulators may adopt a similar posture.

Regulators, including the CFPB,Regulators may take formal or informal actions against us. Such formal or informal actions might subject us to additional compliance obligations or litigation or force us to adopt new compliance programs or policies, remove personnel including senior executives, provide remediation or refunds to customers, or undertake other changes to our business operations. Any weaknesses in our compliance management system or Remittance Transfer Rule program may also subject us to penalties or enforcement action by the CFPB.

IfAny wefailure failor perceived failure to manage our legal and regulatory risk in the many jurisdictions in which we operate,operate could cause our business couldto suffer, harm our reputation could be harmed,reputation, and wesubject would be subjectus to additional legal and regulatory risks. This could, in turn, increase the size and number of claims and damages asserted against us and/or subject us to regulatory investigations, enforcement actions, or other proceedings, or lead to increased regulatory concerns. We may also be required to spend additional time and resources on remedial measures and conducting inquiries, beyond those already initiated and ongoing, which could have an adverse effect on our business. Similarly, a failure to comply with the applicable regulations in various jurisdictions by our employees, representatives, and third-party service providers either in or outside the course of their services, or suspected or perceived failures by them, may result in further inquiries or investigations by regulatory and enforcement authorities and in additional regulatory or enforcement action against either us, or such employees, representatives, and third-party service providers.

While we have implemented policies and procedures designed to help ensure compliance with applicable laws and regulations, there are a number of risks that cannot be completely controlled. Our international presence, especially in high-riskhigher-risk jurisdictions such as the United Arab Emirates, the Philippines, and India, has led to increased legal and regulatory risks. Regulators in every jurisdiction in which we operate have the power to restrict our operations or bring administrative or judicial proceedings against us (or our employees, representatives, and third-party service providers), which could result, among other things, in suspension or revocation of one or more of our Licenses, cease and desist orders, fines, civil penalties, criminal penalties, or other disciplinary action which could materially harm our business, financial condition, operating results, reputation, and future prospects. Expansion into additional jurisdictions also increases the complexity of our risks in a number of areas including currency risks, interest rate risks, compliance risk, regulatory risk, reputational risk, and operational risk. We, or our employees, may from time to time, and as is common in the financial services industry, be the subject of inquiries, examinations, or investigations that could lead to proceedings against us or our employees.

We offer our customers the ability to fund transactions utilizing their credit card or debit card. We also offer bank funding and alternative payment methods. Because these are card-not-present/online/non face-to-face transactions, they involve a greater risk of fraud. We also release some funded transactions for disbursement prior to our receiving funds from our customers, which exposes us to repayment risk in the event that these customers have insufficient funds in their bank account or their transactions are otherwise invalidated. Additionally, we carry chargeback liability for a large portion of disputed card payment transactions. In addition, our remittanceglobal servicemoney movement product facilitates payments to jurisdictions which may in some cases have higher levels of illegal or improper payments. For example, the United States to Colombia and United States to Nigeria payment corridors have historically been characterized by a high volume of fraudulent payments and are thus particularly high-risk.

Our payment system may have beenbeen, and may in the future be, utilized for illegal, improper, and fraudulent uses in the past, and we cannot guarantee that our policies, procedures, and internal controls, or insurance, would adequately protect our business, maintain our continued ability to operate in the jurisdictions that we serve, or protect our reputation, especially if such illegal, improper, or fraudulent activities were discovered to have taken place on our service in the future.

Our business could be harmed if a local, state, federal, or foreign government were to levy taxes on money transfers,transfers. asTaxes hason some money transfers have been proposed periodicallyenacted at the federal level and statein levelone state, and proposed periodically in other states in the United States. Budget shortfalls and sentiment towards immigration in the United States and many jurisdictions could lead other states and jurisdictions to impose similar fees and taxes, as well as expand the existing excise tax beyond cash-based transactions and increase unclaimed property obligations. Such fees or taxes, and any related regulatory initiatives, may be implemented in a manner that conflicts with other laws to which we are bound or in a manner with which we are unable to comply, and noncompliance could harm our business. It is possible that governments of one or more countries may seek to censor content available on our website and mobile solutions or may even attempt to completely block access to our website or mobile solutions. Adverse legal or regulatory developments could harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase our customer base may be harmed and we may not be able to maintain or grow our revenue as anticipated.

For example, the Central Bank of Nigeria previously imposed currency controls that limit repatriation of funds with immediate effect, which required money transmission businesses, including us, to make substantial adjustments to payments processes that serve Nigerian consumers. While we believe that we are compliant with our regulatory responsibilities, the legal, political, and business environments in these areas are routinely changing, and subsequent legislation, regulation, litigation, court rulings, or other events could expose us to increased liability, increased operating and compliance costs to implement new measures to reduce our exposure to this liability, and reputational damage. The risk of non-compliance is exacerbated when we introduce new products or services that subject us to new laws and regulations. In addition, as we expand and localize our international activities, we may become increasingly obligated to comply with the laws of the countries in which we operate.operate, and the applicability of certain laws, regulations, or regulatory policies to our products may be uncertain. In addition, because our services are accessible worldwide and we facilitate remittancesglobal money movement transactions and the provision of other services to customers who are citizens of, or who are residing in, a growing number of countries, one or more jurisdictions may claim that we are required to comply with their laws. Local regulators may use their power to slow or halt payments to our customers in those jurisdictions.jurisdictions or may take other actions to enforce their laws. Such regulatory actions or the need to obtain Licenses could impose substantial costs and involve considerable delay in the provision or development of our services in a given jurisdiction, or could require significant and costly operational changes or prevent us from providing any services in a given jurisdiction. Additionally, external factors such as economic or political instability,instability or natural disasters may make money transfers to, from, within, or between particular countries difficult or impossible. These risks could negatively impact our ability to offer our services, to make payments to or receive payments from disbursement partners, or to recoup funds that have been advanced to disbursement partners, and as a result could adversely affect our business, financial condition, operating results, and future prospects. In addition, the generalquality stateand reliability of telecommunications and infrastructure in some developing countries, including countries where we have a large number of transactions, creates operational risks for us and our disbursement partners.

For our remittanceglobal business,money movement product, which currently represents substantiallythe allsubstantial majority of our revenue today,revenue, we generateearn revenue from transaction fees charged to customers and foreign exchange spreads applied to the amount the customer is sending.

Revenue from transaction fees and foreign exchange spreads is reduced by sales incentives, including customer promotions. For example, we may, from time to time, waive transaction fees for first-time customers, or provide customers with better foreign exchange rates on their first transaction. These incentives are accounted for as reductions to revenue, up to the point where net historical cumulative revenue, at the customer level, is reduced to zero. We consider these incentives to be an investment in our long-term relationship with customers.

Active customers increased to approximately 7.89.3 million, or 32%19% growth, for the three months ended December 31, 2024,2025, compared to the three months ended December 31, 2023.2024. This increase was primarily due to an increase in the number of new customers, driven by investmentscontinued marketing efficiency and strong retention, as well as product and geographic expansion. The increase was also a result of growth in ournew mobilecustomer appcategories, including high-amount senders and efficientsmall- marketingto spend,mid-sized ourbusinesses. focusOngoing onimprovements in customer experience and howlocalized weinnovation servein ourkey customers,corridors expansionsupported ofcustomer our global disbursement network,acquisition and the continued diversification across both send and receive countries. While we continue to see strong results in our largest existing receive countries (India, Mexico, and the Philippines), our successful diversification of our corridor portfolio across both send and receive countries has contributed to new customer growth.engagement.

We measure send volume to assess the scale of remittancescross-border payments sent byusing our customers.global money movement product. Our customers mostly send from the United StatesStates, Canada, the United Kingdom, and Canada.other countries in Europe. Our customers and their recipients are located in over 170175 countries and territories across the globe;globe. theOur largest receive countries by send volume include India, Mexico, and the Philippines.

Send volume increased 38%,37%, to $74.9 billion for the year ended December 31, 2025, compared to $54.6 billion for the year ended December 31, 2024, compareddriven to $39.5 billion for the year ended December 31, 2023, drivenprimarily by the increase in active customers.

Our send volume is primarily driven by existing customerscustomers, who regularly use our remittanceglobal money movement product to send money across borders to family and friends.friends, as well as an increasing number of high-amount senders and businesses. We believe our mobile-firstdigital-first products and superior customer experience encourage high retention and repeat usage, which areremain significant though not the only drivers of our performance.

We measure active customers to monitor the growth and performance of our customer base. The majority of our active customers send money for recurring, non-discretionary needs multiple times per month, providing a recurring revenue stream with high predictability and durability. Additionally, new customer categories, such as small- to mid-sized businesses, contribute often higher-value transactions as they send money to pay contractors, vendors, and employees.

Our continued ability to attract new customers is a key driver for our long-term growth. We continue to expand our customer base by launching new send and receive corridors, by continuing to innovate oninnovating existing and new products, and by providing the most trusted financial services for customers with cross-border financial needs. WeGrowth planin new customer categories, as well as product and geographic expansion, are contributing to broader acquisition. We continue to acquire new customers through digital marketing channels and word-of-mouth referrals from existing customers, and by exploring new customer acquisition channels.customers. Given the nature of our business, new customer acquisition marketing investments may negatively impact net income (loss) and Adjusted EBITDA in the quarter they are acquired, but are expected to favorably impact net income (loss) and Adjusted EBITDA in subsequent periods as many customers continue to send transactions in the periods after they are acquired.

Efficiently acquiring customers is critical to our growth and maintaining attractive customer economics, which are impacted by online marketing competition, our ability to effectively target the right demographic, and a competitive environment. We have a history of successfully monitoring customer acquisition costs through disciplined, data-driven investment decisions, and will continue to be strategic and disciplined toward customer acquisition. ForOur example,marketing forengine performanceincreasingly marketing,leverages weautomation setand rigorous customer acquisition targets that we continuously monitorAI to ensureoptimize achannel highmix, return on investment over the long term,targeting, and welifetime can increase or decrease this investment as desired. Customer acquisition costs, which are deployed to acquire new customers or retain existing customers in certain circumstances, are a component of advertising expenses as defined in Note 2. Basis of Presentation and Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.value.

Our operating results and key metrics are subject to seasonality, which may result in fluctuations in our quarterly revenues and operating results. For example, active customers and send volume generally peak as customers send gifts for regional and global holidays including, most notably, in the fourth quarter around the Christmas holiday. This seasonality typically drives higher fourth quarter customer acquisition, which generally results in higher fourth quarter marketing costsspend and transaction losses. It also results in higher transactions and transaction expenses, along with higher working capital needs. Other periods of favorable seasonality include Ramadan/Eid, Lunar New Year/Tết, and Mother’s Day, although thethese impacteffects isare generally lowersmaller than the seasonality we see in the fourth quarter and the timing of some of these holidays varies from year to year. Conversely, we typically observe lower customer acquisition and existing customertransaction activity through most of the first quarter, especially in regions that experience favorable seasonality in the fourth quarter. Following the fourth quarter, typically the second quarter is seasonally the next strongest quarter from an existing customer activity perspective, however customer activity and the impact on financial results can vary across quarters based on the timing of holidays and other geographic drivers. Additionally, the number of business days in a quarter and the day of the week that the last day of the quarter falls on may also introduce variability in our results, working capital balances, or cash flows period over period.

We will continue to invest significant resources in our technology. These investments will allow ustechnology to introducesupport the development of new and innovative products, add features to currentexisting products,offerings, and enhance the customer and recipient experience,experience. The investments also grow our payment and disbursement network, invest instrengthen our risk and security infrastructure, and continue to securemaintain data protection in accordance with evolving best practices and legal requirements. WhileWe weare expectalso embedding data analytics and AI across our expenses relatedplatform to improve automation, enhance scalability, and drive long-term operating efficiency. We believe these investments in technology and development to increase, which may impact short-term profitability, we believe these investmentscapabilities will ultimately contribute to our long-term growth.

We manage fraud (e.g., through identity theft) and other illegitimate activity (e.g., money laundering) by utilizing our proprietary risk models, which include machine learning processes,learning, early warning systems,signals, bespoke rules, and manual investigation processes. These capabilities are enhanced by AI to improve detection accuracy and automation. Our models and processes enable us to identify and address complex and evolving risks in these unwanted activities, while maintaining a differentiated customer experience. In addition, we integrate historical fraud loss data and other transaction data into our risk models, which helps us identify emerging patterns and quantify fraud and compliance risks across all aspects of our customer interactions. These models and processes allow us to achieve and maintain fraud loss rates within desired guardrails, as well as tunecontinuously refine our risk models to targetaddress othernew illegitimate activity.risks.

Global macroeconomic and geopolitical factors, including inflation, currency fluctuations, immigration and immigration policy, regulatory changes, trade and regulatory policies, including imposition of trade restrictions, taxes and tariffs, and any related market or economic uncertainty or slowdown, regional and global conflicts, global crises and natural disasters, unemployment, potential recession, and the rate of digital remittancecross-border payment adoption impact demand for our services and the options that we can offer. These factors evolve over time, and periods of significant currency appreciation or depreciation, whether in send or receive currencies, changes to global migration patterns orpatterns, immigration policy, or international trade, and changes to digital adoption trends may shift the timing and volume of transactions, or the number of customers using our service. InWe addition,continue to assess the impact of developments in foreign currencytrade movementspolicy, impactincluding ourtaxes businessand intariffs, numerousand ways.global Formarket example,conditions. asWhile the U.S. dollar strengthens, we see customers in certain geographies taking advantageimposition of thetariffs abilityhas tonot get more local currency to their families and friends. We also believe the strength of the U.S. dollar and the strength of other developed country currencies versus emerging country currencies make it easier to acquire new customers in certain geographies. Conversely, expansion of our international business can negatively impact our consolidated results when these currencies weaken against the U.S. dollar. As we grow, we are becoming more diversified across geographies and currencies, which can help mitigate some localized geopolitical risks and macroeconomic trends. As foreign currency can havehad a significant impact on our business,business historically, we striverecognize there is a potential for indirect effects, particularly from foreign exchange volatility to maintainwhich awe diversifiedare cashexposed balance portfolio and frequently assess for foreign currency cash concentrations. Refer to Note 2. Basis of Presentation and Summary of Significant Accounting Policies in the notesdue to the consolidatedglobal financial statements included in Part II, Item 8nature of thisour Annualcross-border Reportpayment on Form 10-K for a more comprehensive description of current business concentrations.operations.

Our primary source of revenue is currently earned from our global money movement product, which is generated on transaction fees charged to customers and foreign exchange spreads between the foreign exchange rate offered to customers and the foreign exchange rate on our currency purchases. Revenue is recognized,recognized in an amount that reflects the consideration we expect to be entitled to in exchange for services provided, when control of these services is transferred to our customers, which is the time the funds have been delivered to the intended recipient.

Transaction expenses include fees paid to disbursement partners for paying funds to the recipient, provisions for transaction losses, and fees paid to payment processors for funding transactions. Transaction expenses also include chargebacks, fraud prevention, fraud management tools, and compliance tools. We establish reserves for transaction losses based on historical trends and any specific risks identified in processing customer transactions. This reserve is included in ‘Accrued expenses and other current liabilities’ on the Consolidated Balance Sheets included in Part II, Item 8 of this Annual Report on Form 10-K. Over the long termterm, we expect to continue to benefit from improvements in our proprietary fraud models, although we expect some variability in transaction expense from quarter to quarter.

Technology and development expenses consist primarily of personnel-related expenses for employees involved in the research, design, development, and maintenance of both new and existing products and services, including salaries, benefits, and stock-based compensation expense. Technology and development expenses also include professional services fees and costs for software subscription services dedicated for use by our technology and development teams, as well as other company-wide technology tools. Technology and development expenses also include product and engineering teams used to support the development of both internal infrastructure and internal-use software, to the extent such costs do not qualify for capitalization. Technology and development costs are generally expensed as incurred and do not include software development costs which qualify for capitalization as internal-use software. The amortization of internal-use software costs which were capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, Intangibles - Goodwill and Other-Internal-Use Software, areis separatelyincluded presented under the captionin ‘Depreciation and amortization’ within the Consolidated Statements of Operations included in Part II, Item 8 of this Annual Report on Form 10-K.Operations.

General and administrative expenses consist primarily of personnel-related expenses for our finance, legal, compliance, human resources, facilities, administrative personnel, and other leadership functions, including salaries, benefits, and stock-based compensation expense. General and administrative expenses also include professional services fees, software subscriptions, facilities, indirect taxes, credit losses, and other corporate expenses, including acquisition and integration expenses. Such expenses primarily include external legal, accounting, valuation, and due diligence costs, advisory and other professional services fees necessary to integrate acquired businesses. Refer to Note 6. Business Combinations in the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further details.

Depreciation and amortization expense includes depreciation on property and equipmentequipment, and leasehold improvements, as well as the amortization of internal-use software costs and intangible assets.

Provision for income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business and state income taxes in the United States. We maintain a full valuation allowance for U.S. deferred tax assets. We expect to maintain this full valuation allowance in the United States for the foreseeable future as it is more likely than not that the assets will not be realized based on our history of losses.

Revenue increased $319.7$371.2 million, or 34%,29%, for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023.2024. The increase was primarily driven by a 32%19% increase in active customers period over period, continued strength in the retention of existing customers, favorable customer behavior based on foreign currency movement, send volume for high-amount senders, and a continued mix shift trending towards digital disbursements. Revenue derived from each transaction varies based on a number of attributes, including the funding method chosen by the customer, the size of the transaction, the currency to be ultimately disbursed, the rate at which the currency was disbursed, the disbursement method chosen by the customer, and the country to which the funds are transferred.

Transaction expenses increased $102.5$117.9 million, or 31%,27%, to $549.5 million for the year ended December 31, 2025, compared to $431.6 million for the year ended December 31, 2024, compared to $329.1 million for the year ended December 31, 2023.2024. The increase was primarily due to an $80.5$85.4 million, or 30%,25%, increase in direct costs associated with processing a higher volume of our customers’ remittanceglobal money movement transactions and the disbursement of our customers’ funds to their recipients, and a $19.6$27.9 million increase in our provision for transaction losses.

As a percentage of revenue, transaction expenses decreasedremained toflat at 34% for the yearyears ended December 31, 2024,2025 fromand 35% for the year ended December 31, 2023.2024.

Customer support and operations expenses increased $1.4$17.3 million, or 2%,21%, for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023. The increase was2024, primarily driven by a $1.0$13.0 million increase in personnel-related costs compared to the year ended December 31, 2023.costs.

As a percentage of revenue, customer support and operations expenses decreased to 6% for the year ended December 31, 2025, from 7% for the year ended December 31, 2024, from 9% for the year ended December 31, 2023.2024. The decrease was primarily due to process improvementsimprovements, including leveraging AI and automationautomation, across customer support headcount at internal and third-party customer support sites.

Marketing expenses increased $69.4$39.1 million, or 30%,13%, for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023,2024, primarily due to an increase of $56.2$26.2 million in advertising expense and other targeted marketing expense, including online and offline marketing spend and promotion costs to acquire new customers. In addition, personnel-relatedthe costsincrease increased by $9.1 million,was driven by a 22%$7.0 million increase in marketingpersonnel-related headcountcosts compared to the year ended December 31, 2023.2024.

As a percentage of revenue, marketing expenses decreased to 21% for the year ended December 31, 2025, from 24% for the year ended December 31, 2024, fromprimarily 25%due forto theefficiencies yearin endeddigital Decemberand 31,brand 2023.marketing.

Technology and development expenses increased $49.9$44.1 million, or 23%,16%, for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023.2024. The increase was driven by $41.2a $34.5 million increase in personnel-related expenses,costs, net of personnel-related expensescosts capitalized as internal-use software. This was the result of a 23% increase in headcount compared to the year ended December 31, 2023, as part of our continued investment in our technology. The increase in technology and development expense was also driven by ana $8.1$5.6 million increase in software costs for cloud services to support incremental transaction volume.

As a percentage of revenue, technology and development expenses decreased to 19% for the year ended December 31, 2025, from 21% for the year ended December 31, 2024, from 23% for the year ended December 31, 2023, as we benefited from increasing efficiencies.efficiencies, including the usage of AI.

General and administrative expenses increased $16.5$29.3 million, or 9%,15%, for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023. The increase was2024, primarily drivendue byto a $24.4$21.5 million increase in personnel-relatedprovisions expensesrelated resultingto the collectibility of amounts due from acertain 24%receivables and processing partners, as well as an aggregate $5.7 million increase in headcountfacilities compared to the year ended December 31, 2023. This was partially offset by $4.9 million decrease incosts, professional fees, $4.3 million decrease in operational taxes, and apersonnel-related $2.0 million decrease in the fair market value of our charitable contributions related to our annual Pledge 1% donation.costs.

Depreciation and amortization increased $4.9$7.0 million, or 38%,39%, for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023. The increase is2024, primarily driven by an increase in amortization of internal-use software.

Interest income increaseddecreased $0.6by millionan immaterial amount for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023. The increase is primarily due to an increase in average invested balances throughout the year.2024.

Interest expense increased by $0.9$4.4 million for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, primarily due to draws on the 2021 Revolving Credit Facility and the 2025 Revolving Credit Facility.

The provision for income taxes increaseddecreased $0.8$3.0 million for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023.2024. The increasedecrease is primarily due to increases inlower taxable income in certain foreign jurisdictions and decreaseschanges in income tax benefits related to excess stock-based compensation deductions. This was partially offset by non-recurring uncertain tax positions recorded in the year ended December 31, 2023 related to intercompany transactions.positions.

We use Adjusted EBITDA, a non-GAAP financial measure to supplement net loss.income (loss). Adjusted EBITDA is calculated as net income (loss) adjusted by (i) interest (income) expense, net; (ii) provision for income taxes; (iii) noncash charges of depreciation and amortization; (iv) gainsother and(income) lossesexpense, from the remeasurement of foreign currency assets and liabilities into their functional currencynet; (v) noncash charges associated with our donation of common stock in connection with our Pledge 1% commitment; (vi) noncash stock-based compensation expense, net; (vii) payroll taxes related to stock-based compensation expense, net; and (viiviii) certain acquisition, integration, restructuring, and other costs.

•Adjusted EBITDA does not reflect the changes in other (income) expense, net, primarily driven by the effect of gains and losses from the remeasurement of foreign currency assets and liabilities into their functional currency;

•Adjusted EBITDA excludes stock-based compensation expense, net,net whichand haspayroll taxes related to stock-based compensation expense, net. These charges have recently been, and will continue to be for the foreseeable future, a significant recurring expenseexpenses for our business andas they are an important part of our compensation strategy; however, they are not directly linked to the current period’s operational performance. Additionally, payroll taxes related to stock-based compensation expense, net are outside of our direct control;

•Adjusted EBITDA excludes certain transaction costs, related to acquisition, integration, restructuring, and other costs. The acquisition and integration costs are primarily related to the acquisition of Rewire acquisition(O.S.G.) Research and Development Ltd. (“Rewire”) and primarily include external legal, accounting, valuation, and due diligence costs, advisory and other professional services fees necessary to integrate acquired businesses, and the change in the fair value of the holdback liability as part of the acquisition of Rewire. The restructuring costs are primarily related to severance and other associated costs; and

The following table sets forth a reconciliation of net income (loss to Adjusted EBITDA,), the most directly comparable financial measure prepared in accordance with GAAP, to Adjusted EBITDA, for each of the periods indicated:

(1) Refer to Note 11.12. Common Stock within the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further detaildiscussion on the donation of common stock.

(23) Acquisition, integration, restructuring, and other costs for the year ended December 31, 2025 consisted primarily of non-recurring termination benefits. Acquisition, integration, restructuring, and other costs for the year ended December 31, 2024 consisted primarily of $0.8 million in restructuring charges incurred, $0.5 million of non-recurring legal charges, and $0.2 million related to the change in the fair value of the holdback liability associated with the acquisition of Rewire. Acquisition, integration, restructuring, and other costs for the year ended December 31, 2023 consisted primarily of $1.7 million of expenses incurred in connection with the acquisition and integration of Rewire, $1.4 million in restructuring charges incurred, and $1.1 million related to the change in the fair value of the holdback liability associated with the acquisition of Rewire. Refer to Note 6.7. Business Combinations and Note 13. Restructuring Initiatives in the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for moreadditional information on these costs. Acquisition, integration, restructuring, and other costs for the year ended December 31, 2022 primarily represent expenses related to the acquisition of Rewire.

As of December 31, 20242025 and December 31, 2023,2024, our principal sources of liquidity were cash and cash equivalents of $368.1$542.4 million and $323.7$368.1 million, respectively, as well as funds available under the 2021 Revolving Credit Facility and 2025 Revolving Credit Facility, which we entered into in September 2021.2021 and June 2025, respectively. The 2021 Revolving Credit Facility was amended in December 2023 to increase the revolving commitments from $250.0 million (including a $60.0 million letter of credit sub-facility) to $325.0 million.million, and was replaced in June 2025 with the 2025 Revolving Credit Facility, which increased the revolving commitments to $550.0 million (including a $200.0 million letter of credit sub-facility). We have historically financed our operations and capital expenditures primarily through cash generated from operations including transaction fees charged to customers and foreign exchange spreads.spreads earned. In recent periods, we have supplemented those cash flows with borrowings on our 2021 Revolving Credit Facility and 2025 Revolving Credit Facility, primarily to support customer transaction volumes during peak periods and weekends, which we expect to continue to do in the future. During the years ended December 31, 20242025 and 2023,2024, the average term of outstanding borrowings under our 2021 Revolving Credit Facility and 2025 Revolving Credit Facility was approximately four days. Operations continue to be substantially funded by the existing cash we have on hand and ongoing utilization of the 20212025 Revolving Credit Facility (including the letter of credit sub-facility). During the year ended December 31, 2024,2025, we cumulatively borrowed $1,453.0$6.8 million against this credit facilitybillion and repaid $1,583.0$6.7 million,billion includingagainst outstandingthese amountscredit from the prior year.facilities. As of December 31, 2024,2025, we had no$155.0 million outstanding borrowings under the 20212025 Revolving Credit Facility.Facility, Asand ofhad December$323.2 31,million 2024, we havein unused borrowing capacity of $277.3 million.capacity.

Our future capital requirements will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities, the timing and extent of expansion into new corridors, and the timing of introductions of new products and enhancements of existing products, share repurchases, and other strategic investments. Furthermore, certain jurisdictions where we operate require us to hold eligible liquid assets, based on regulatory or legal requirements, equal to the aggregate amount of all customer balances that have not yet been disbursed. In addition, as discussed elsewhere in this Annual Report on Form 10-K, we expect that our operating expenses may continue to increase to support the continued growth of our business, including increased investments in our technology to support product improvements, new product development, and geographic expansion. We also routinely enter into marketing and advertising contracts, software subscriptionssubscriptions, and other service arrangements, including cloud infrastructure arrangements and compliance-application related arrangements, which are generally entered into in the ordinary course of business, and that can include minimum purchaseservice quantities, requiring us to utilize cash on hand to fulfill these amounts. Refer to “Contractual Obligations and Commitments” discussed further below.

Cash used in investing activities consists primarily of purchases of property and equipment, net originations from consumer receivables, and the capitalization of internal-use software, and cash paid for acquisitions of businesses, net of acquired cash, cash equivalents, and restricted cash.software.

This reliable, fair, and secure experience enables us to engage beyond the initial transaction, generating strong repeat usage and high customer loyalty. Our services are highly non-discretionary for many of our customers which results in high revenue visibility throughout economic cycles. As of MarchJune 31,30, 2026, our Remitly app had a 4.9 iOS App Store rating with approximately 4.34.5 million reviewers and a 4.8 Android Google Play rating with over 1.4 million reviewers (app ratings are based on all countries or regions and the rating may vary based on user location and device type).

Active customers increased to approximately 9.610.2 million, or 20% growth, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. This increase was primarily due to an increase in the number of new customers, driven by continued marketing efficiency and strong retention, as well as product and geographic expansion. The increase was also a result of growth in new customer categories, including high-amount senders and small-business to mid-sized businesses.accounts. Ongoing improvements in customer experience and localized innovation in key corridors supported customer acquisition and engagement.

Send volume increased 37%27% to $22.1$23.5 billion for the three months ended MarchJune 31,30, 2026, compared to $16.2$18.5 billion for the three months ended MarchJune 31,30, 2025, driven by the increase in active customers.

We measure active customers to monitor the growth and performance of our customer base. The majority of our active customers send money for recurring, non-discretionary needs multiple times per month, providing a recurring revenue stream with high predictability and durability. Additionally, new customer categories, such as small-business to mid-sized businesses,accounts, contribute often higher-value transactions as they send money to pay contractors, vendors, and employees.

We manage fraud (e.g., through identity theft) and other illegitimate activity (e.g., money laundering) by utilizing our proprietary risk models, which include machine learning, early warning signals, bespoke rules, and manual investigation processes. These capabilities are enhanced by AI to improve detection accuracy and automation. Our models and processes enable us to identify and address complex and evolving risks in these unwanted activities, while maintaining a differentiated customer experience. In addition, we integrate historical fraud loss data and other transaction data into our risk models, which helps us identify emerging patterns and quantify fraud and compliance risks across all aspects of our customer interactions. These models and processes allow us to achieve and maintain fraud loss rates within desired guardrails, as well as continuously refine our risk models to address new risks.

In addition, foreign currency movements impact our business in numerous ways. For example, as the U.S. dollar strengthens, we see customers in certain geographies taking advantage of the ability to get more local currency to their families and friends. We also believe the strength of the U.S. dollar and the strength of other developed country currencies versus emerging country currencies make it easier to acquire new customers in certain geographies. Conversely, expansion of our international business can negatively impact our condensed consolidated results when these currencies weaken against the U.S. dollar. As we grow, we are becoming more diversified across geographies and currencies, which can help mitigate some localized geopolitical risks and macroeconomic trends. As foreign currency can have a significant impact on our business, we maintain a diversified cash balance portfolio and manage foreign exchange risk through various operational measures, including use of foreign exchange contracts. Our proactive risk management is designed to help mitigate potential impacts. For a more comprehensive description of our foreign currency exchange rate risk, current business concentrations, and details on our foreign exchange contracts, refer to Note 2. Basis of Presentation and Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements included in Part I, Item 13 of this Quarterly Report on Form 10-Q.

Evolving regulatory and legislative developments may influence customer behavior and transaction volumes. For example, recent U.S. legal and policy changes have increasedchanged the costslegal associatedstatus withof thecertain H-1Bpopulation visa programgroups and increased deportation activity more broadly, and the One Big Beautiful Bill Act (the “OBBBA”), which passed on July 4, 2025, imposes a tax on outbound, non-digital remittances from the United States to recipients abroad. While these regulatory and legislative developments may impact certain areas of our business, our business has remained resilient through various macroeconomic, political, and regulatory cycles over the past decade. We will continue to evaluate the impact the new regulation and legislation will have on our condensed consolidated financial statements, but at this time, we do not expect that the remittance tax included in the OBBBA will have a material impact on our business.

The OBBBA also enacts U.S. corporate income tax reform, certain aspects of which applied to our business beginning in 2025.2025, We continue to evaluateprincipally the impactimmediate theexpensing newof legislationdomestic willresearch and development expenditures. These provisions did not have a material impact on our condensed consolidated financial statements, butalthough wethey doaccelerate notour expectdeductions aand significantare impact,expected inclusiveto ofreduce our cash tax payments in the effectnear ofterm. We continue to monitor developments and guidance under the valuation allowance on our U.S. deferred tax assets.OBBBA.

Other Income (Expense),Expense, Net

Other income (expense),expense, net, primarily includes foreign currency exchange gains and losses due to remeasurement of certain foreign currency denominated monetary assets and liabilities.

(Benefit from) Provision for Income Taxes (Benefit from) provision for income taxes consists primarily of federal and state income taxes in the United States and income taxes in certain foreign jurisdictions in which we conduct businessbusiness. and state income taxes inDuring the Unitedthree States.months Weended maintainJune a30, 2026, we released our full valuation allowance for U.S. deferred tax assets. WhenThe consideringincome ourtax historicalbenefit earningswas trend$138.2 andmillion anticipatedfor futurethe earnings,six wemonths believeended thereJune is30, 2026, inclusive of a reasonable$140.6 possibilitymillion thatdiscrete withintax benefit from the next 12 months sufficient positive evidence may become available where we will release all or a portion of theU.S. valuation allowance inrelease. We periodically assess the need for a future period. Release of the valuation allowance wouldagainst result in the recognition of certainour deferred tax assets by weighing positive and anegative decreaseevidence to incomedetermine whether it is more likely than not that some or all of the deferred tax expenseassets forwill thebe period the release is recorded.realized.

Comparison of the three and six months ended MarchJune 31,30, 2026 and 2025

The following table sets forth our results of operations together with the dollar and percentage change for the three and six months ended MarchJune 31,30, 2026 and 2025:

The following discussion and analysis is for the three and six months ended MarchJune 31,30, 2026, compared to the same period in 2025.

Revenue increased $91.220%, or $83.3 million, and 23%, or 25%,$174.5 to $452.8 millionmillion, for the three and six months ended MarchJune 31,30, 2026, respectively, compared to $361.6 million for the three and six months ended MarchJune 31,30, 2025. ThisThe increase was primarily driven by a 20% increase in active customers period over period, continued strength in the retention of existing customers, favorable customer behavior based on foreign currency movement, increased send volume for high-amount senders, and a continued mix shift trending towards digital disbursements. Revenue derived from each transaction varies based on a number of attributes, including the funding method chosen by the customer, the size of the transaction, the currency to be ultimately disbursed,purchased, the rate at which the currency was disbursed,purchased, the disbursement method chosen by the customer, and the country to which the funds are transferred.

As a reflection of this growth, send volume increased 37%27% and 32% to $22.1$23.5 billion and $45.6 billion for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to $16.2$18.5 billion and $34.6 billion for the three and six months ended MarchJune 31,30, 2025.2025, respectively.

Transaction expenses increased $23.5$17.4 million, or 19%, to $144.9 million12%, for the three months ended MarchJune 31,30, 2026, compared to $121.4 million for the three months ended MarchJune 31,30, 2025. The increase was primarily due to ana $18.8$19.6 million, or 19%,18%, increase in direct costs associated with processing a higher volume of our customers’ remittance transactions and the disbursement of our customers’ funds to their recipients, andpartially offset by a $2.6$3.5 million increasedecrease in our provision for transaction losses.

As a percentage of revenue, transaction expenses decreased to 33% and 32% for the three and six months ended MarchJune 31,30, 2026, fromrespectively, compared to 35% and 34% for the three and six months ended MarchJune 31,30, 2025.2025, respectively.

Customer support and operations expenses increased $4.2$1.6 million, or 19%,6%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The increase was primarily driven by a $3.2$3.3 million increase in personnel-related costs compared to the three months ended MarchJune 31,30, 2025.

As a percentage of revenue, customer support and operations expenses remained flat at 5% and 6% for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to 6% for both the three and six months ended June 30, 2025.

Marketing expenses increased $13.0$19.4 million, or 18%,23%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, primarily due to an increase of $15.7$19.1 million in advertising expense, including online and offline marketing spend and promotion costs to acquire new customers.

As a percentage of revenue, marketingMarketing expenses decreasedincreased to$32.4 19%million, or 20%, for the threesix months ended MarchJune 31,30, 2026, fromcompared 20% forto the threesix months ended MarchJune 31,30, 2025, primarily due to efficienciesan increase of $34.7 million in digitaladvertising expense, including online and brandoffline marketing.marketing spend and promotion costs to acquire new customers.

Technology and development expenses increaseddecreased $5.8$3.4 million, or 8%4%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025,2025. The decrease was primarily driven by a $4.0$7.4 million decrease in personnel-related costs, partially offset by a $5.3 million increase in software costs forprimarily related to cloud services to support incremental transaction volume and a $3.5 million increase in restructuring costs primarily related to severance (refer to Note 13 Restructuring Initiatives in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on the restructuring costs).volume.

As a percentage of revenue, technology and development expenses decreased to 18%15% and 16% for the three and six months ended MarchJune 31,30, 2026, respectively, from 19% and 20% for the three and six months ended MarchJune 31,30, 2025, as we benefited from increasing efficiencies, including the usage of AI.

As a percentage of revenue, generalGeneral and administrative expenses decreased to$3.7 12%million, or 6%, for the three months ended MarchJune 31,30, 2026, fromcompared 15% forto the three months ended MarchJune 31,30, 2025,2025. asThe wedecrease continuewas primarily due to leveragea efficiencies$3.9 million decrease in ourprovisions generalrelated andto administrativecollectability functions.of amounts due from certain processing partners.

Depreciation and amortization increasedremained $0.8 million, or 15%,flat for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025,2025. primarilyDepreciation driven by an increase inand amortization ofincreased internal-use$0.8 software.million, or 7%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

Interest income decreased by$0.6 anmillion immaterialand amount$0.7 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared to the three and six months ended MarchJune 31,30, 2025.

Interest expense increased by$1.5 $1.1million and $2.6 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared to the three and six months ended MarchJune 31,30, 2025, primarily due to draws on the Revolvingrevolving Creditcredit Facility.facility.

Other Income (Expense),Expense, Net

Other income (expense),expense, net is primarily driven by unrealized losses and gains on foreign exchange remeasurements of certain foreign currency denominated monetary assets and liabilities.

(Benefit from) Provision for Income Taxes

We use Adjusted EBITDA, a non-GAAP financial measure, to supplement net income (loss). Adjusted EBITDA is calculated as net income (loss) adjusted by (i) interest (income) expense, net; (ii) (benefit from) provision for income taxes; (iii) noncash charges of depreciation and amortization; (iv) other (income) expense, net; (v) noncash charges associated with our donation of common stock in connection with our Pledge 1% commitment; (vi) noncash stock-based compensation expense, net; (vii) payroll taxes related to stock-based compensation expense, net; and (viii) certain restructuring and other costs.

(2) Restructuring and other costs for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 consisted primarily of non-recurring termination benefits. These costs are not indicative of ongoing operating performance.

As of MarchJune 31,30, 2026 and December 31, 2025, our principal sources of liquidity were cash and cash equivalents of $649.1$676.4 million and $542.4 million, respectively, as well as funds available under the 2025 Revolving Credit Facility, which we entered into in June 2025. The 2025 Revolving Credit Facility has revolving commitments up to $550.0 million (including a $200.0 million letter of credit sub-facility). We have historically financed our operations and capital expenditures primarily through cash generated from operations, including transaction fees and foreign exchange spreads. In recent periods, we have supplemented those cash flows with borrowings on our 2025 Revolving Credit Facility, primarily to support customer transaction volumes during peak periods and weekends, which we expect to continue to do in the future. During the threesix months ended MarchJune 31,30, 2026 and 2025, the average term of outstanding borrowings under our Revolving Credit Facility was approximately four days. Operations continue to be substantially funded by the existing cash we have on hand and ongoing utilization of the 2025 Revolving Credit Facility (including the letter of credit sub-facility). During the threesix months ended MarchJune 31,30, 2026, we borrowed $2.4$5.8 billion and repaid $2.5$6.0 billion against the credit facility. As of MarchJune 31,30, 2026, we had no outstanding borrowings under the 2025 Revolving Credit Facility. As of MarchJune 31,30, 2026, we had unused borrowing capacity of $470.1$474.7 million.

In July 2025, our board of directors approved a share repurchase program that provides for the repurchase of up to an aggregate of $200$200.0 million of our outstanding common stock. The program allows for share repurchases through open market transactions, in privately negotiated transactions, or by other means, in accordance with applicable securities laws and other restrictions, but does not obligate us to acquire any amount of common stock. The timing and total amount of share repurchases will be determined by us in our discretion and will depend on a variety of factors, including business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, alternative investment opportunities, and other considerations. During the threesix months ended MarchJune 31,30, 2026, we repurchased $44.2$65.6 million of our common stock in open market transactions.

Net cash provided by operating activities for the threesix months ended MarchJune 31,30, 2026 was $81.9$216.5 million, an increase of $1.1$81.0 million compared to net cash provided by operating activities for the threesix months ended MarchJune 31,30, 2025. ThisThe increase was driven primarily driven by a $37.7$237.1 million increase in net income, partially offset by a $143.9 million increase in deferred income taxes in addition to other changes in working capital including a $17.4 million decrease from accounts payable, a $7.7 million decrease from accrued expenses, and a $6.5 million decrease from prepaid expenses and other assets.capital.

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $13.7$20.3 million, a decrease of $3.2$12.3 million compared to net cash used in investing activities for the threesix months ended MarchJune 31,30, 2025. This change was primarily driven by aan $4.6$11.3 million decrease in purchases of property and equipment, primarily related to leasehold improvements for our corporate headquarters, offset byand a $1.2$1.5 million increasedecrease in originations from consumer receivables, net of collections.

Cash flows from financing activities consists primarily of borrowings on our revolving credit facility, proceeds from the exercise of stock options, the net change in customer funds assets and liabilities (exclusive of the operating activity portion of such accounts), and proceeds from the issuance of common stock in connection with the Employee Stock Purchase Plan (“ESPP”),ESPP, offset by repayments of our revolving credit facility borrowings, cash paid for repurchase of common stock, and cash paid for taxes related to net share settlement of equity awards. Activity in the customer funds assets and liabilities is heavily impacted by the timing of customer transactions and, in particular, the day of the week that the year end falls on, including holidays and long weekends. For example, we generally have higher prefunding amounts if the year closes on a weekend or in advance of a long weekend, such as a holiday, which creates variability in customer transaction related balances period over period and can reduce our cash position at a particular point in time.

Net cash providedused byin financing activities for the threesix months ended MarchJune 31,30, 2026 was $39.1$60.6 million, a decrease of $20.1$95.4 million, compared to net cash provided by financing activities for the threesix months ended MarchJune 31,30, 2025 of $59.2$34.7 million. The change was primarily driven by a $155.0 million decrease in net borrowings on our revolving credit facility as well as a $42.5$65.2 million increase in cash paid for the repurchase of common stock, offset by a $178.7$116.8 million increase in cash flows from customer funds assets and liabilities.

During the threesix months ended MarchJune 31,30, 2026, other than software, cloud infrastructure, marketing, compliance-tool related contracts, and leases entered into in the normal course of business, there were no other material changes to the contractual obligations and contingencies as disclosed in Note 16. Commitments and Contingencies and Note 18. Leases in the notes to the consolidated financial statements included in Part II, Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2025. For further discussion of commitments and contingencies, also refer to Note 15. Commitments and Contingencies in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

As of MarchJune 31,30, 2026, we had no material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our condensed consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources. From time to time we do enter into short-term leases that have lease terms of less than twelve months, and are typically month-to-month in nature. As described in the notes to the consolidated financial statements in our Annual Report on Form 10-K, we elected not to record leases on our Condensed Consolidated Balance Sheets if the lease term is twelve months or less. For further information on our lease arrangements, refer to our Annual Report on Form 10-K for the year ended December 31, 2025.