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What changed in BLACKLINE, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BLACKLINE, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+397 added−373 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-21)

Top changes in BLACKLINE, INC.'s 2025 10-K

397 paragraphs added · 373 removed · 319 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

68 edited+18 added−8 removed33 unchanged
Biggest changeThe matching engine processes millions of records per minute, can be used with any type of data, and allows customers to reconcile transactions in real time; • Journal Entry allows users to generate, review, and post manual journal entries. Many postings can be fully automated and calculated based on complex, customer-defined logic or automatically allocated across multiple business units.
Biggest changeMany postings can be fully automated, calculated based on complex customer-defined logic, or automatically allocated across multiple business units.
Team & Task Management provides full visibility into the accounts receivable process, monitors critical actions against the volume of work, and allocates resources based on team capacity to prioritize risk management and cash collection; • AR Intelligence automatically processes, analyzes, and surfaces critical information, such as sales and payment performance data, customer payment trends, and days sales outstanding.
Team & Task Management provides full visibility into the accounts receivable process, monitors critical actions against the volume of work, and allocates resources based on team capacity to prioritize risk management and cash collection; and • AR Intelligence automatically processes, analyzes, and surfaces critical information, such as sales and payment performance data, customer payment trends, and days sales outstanding.
Unresolved disputes lead to uncollected revenue and can threaten profitability. Disputes & Deductions logs, monitors, and analyzes invoice disputes and provides our customers automated workflows to accelerate dispute resolution and protect their customer relationships; • Team & Task Management automates accounts receivable teams’ tasks while ensuring timely execution by using data to drive priority of actions.
Unresolved disputes lead to uncollected revenue and can threaten profitability and revenue. Disputes & Deductions logs, monitors, and analyzes invoice disputes and provides our customers with automated workflows to accelerate dispute resolution and protect their customer relationships; • Team & Task Management automates accounts receivable teams’ tasks while ensuring timely execution by using data to drive priority of actions.
We are committed to driving a culture of inclusion and innovation through our programs designed to attract, develop, retain, and engage exceptional talent aligned with our values of Think, Create, Serve, and Deliver. Through a focus on inclusion, health and safety, comprehensive compensation and benefits, employee engagement, and training and development, we strive to cultivate a culture where employees thrive.
We are committed to driving a culture of inclusion and innovation through our programs designed to attract, develop, retain, and engage exceptional talent aligned with our values of Think, Create, and Serve. Through a focus on inclusion, health and safety, comprehensive compensation and benefits, employee engagement, and training and development, we strive to cultivate a culture where employees thrive.
For organizations of any size, traditional processes are heavily manual and rely upon error-prone spreadsheets, increasing risk and threatening the accuracy of financial reporting. Our Financial Close & Consolidation solutions allow customers to standardize and automate key steps across the record-to-report process to ensure accuracy and control.
For organizations of any size, traditional processes are heavily manual and rely upon error-prone spreadsheets, increasing risk and threatening the accuracy 5 of financial reporting. Our Financial Close & Consolidation solutions allow customers to standardize and automate key steps across the record-to-report process to ensure accuracy and control.
Customers learn what processes can benefit from optimization and can choose to undertake the optimization process themselves or choose our consulting services or strategic customer advisory services to continue their journey; • Training & Education: We offer a variety of live and web-based training options through BlackLine University.
Customers learn what processes can benefit from optimization and can choose to undertake the optimization process themselves, or choose our consulting services or strategic customer advisory services to continue their journey; 8 • Training & Education: We offer a variety of live and web-based training options through BlackLine University.
We embrace the unique value of each person’s life experiences and seek candidates 10 from a wide range of backgrounds to join our team because we believe that fostering an inclusive environment better positions us to recruit strong talent and unlock innovation.
We embrace the unique value of each person’s life experiences and seek candidates from a wide range of backgrounds to join our team because we believe that fostering an inclusive environment better positions us to recruit strong talent and unlock innovation.
Career growth and development opportunities are available to all employees, including internal promotions and transfers. Retain To retain our workforce, we strive to offer competitive compensation and comprehensive benefits programs. We review our compensation practices, both in terms of our overall workforce and individual employees, to ensure our pay practices are fair and competitive.
Career growth and development opportunities are available to all employees, including internal promotions and transfers. 11 Retain To retain our workforce, we strive to offer competitive compensation and comprehensive benefits programs. We review our compensation practices, both in terms of our overall workforce and individual employees, to ensure our pay practices are fair and competitive.
Our direct sales force leverages our relationships with technology vendors such as SAP and Microsoft, professional services firms such as Accenture, Deloitte, and Ernst & Young and business process outsourcers, such as CapGemini, Genpact, and RSM, to influence and drive customer growth.
Our direct sales force leverages relationships with technology vendors, such as Workday, SAP, and Microsoft, professional services firms, such as Accenture, Deloitte, and Ernst & Young, and business process outsourcers, such as CapGemini, GenPact, and RSM to influence and drive customer growth.
Our software and services provide the critical technology and industry-leading practices that deliver accurate, efficient, and intelligent financial operations. BlackLine Studio360 Platform In today’s dynamic business environment, the Office of the CFO faces unprecedented challenges: managing complex systems, siloed data, and demands for real-time, accurate insights to enable strategic decision-making.
Our software and services provide critical technology and industry-leading practices that deliver accurate, efficient, and intelligent financial operations. BlackLine Studio360 Platform In today’s dynamic business environment, the Office of the CFO faces unprecedented challenges: managing complex systems, siloed data, and demands for real-time, accurate insights to enable strategic decision-making and drive business outcomes.
Third-party infringement claims are also possible in our industry, especially as software functionality and features expand, evolve and overlap with other industry segments. Human Capital BlackLine's approximately 1,830 employees worldwide contribute their unique talents, experience, and backgrounds to inspire, power, and guide digital finance transformation.
Third-party infringement claims are also possible in our industry, especially as software functionality and features expand, evolve and overlap with other industry segments. Human Capital BlackLine's approximately 1,850 employees worldwide contribute their unique talents, experience, and backgrounds to inspire, power, and guide digital finance transformation.
BlackLine and its world’s-leading partners continuously contribute to and expand this library, ensuring it remains up-to-date and adaptable to evolving customer needs; and • Studio360 Control: A centralized hub for administering and enforcing financial data hierarchies, policies, and certifications to strengthen governance and risk management.
BlackLine and its world-leading partners continuously contribute to and expand this library, ensuring it remains up-to-date and adaptable to evolving customer needs; and • Studio360 Control: A centralized hub for administering and enforcing financial data hierarchies, policies, and certifications to strengthen governance and risk management.
BlackLine’s recently launched Studio360 Platform addresses these challenges by providing an infrastructure and capabilities to further unify our products and services that includes: • Studio360 Integrate: Powerful and flexible capabilities for unifying, cleansing, and transforming data through pre-built connectors and APIs, ensuring a single source of truth for finance and accounting teams; • Studio360 Orchestrate: The industry’s most extensive capabilities to map, optimize, and automate workflows across BlackLine applications, ERPs, and other applications like procurement, payroll, revenue, treasury, fixed assets, and more, with real-time progress tracking and event-based scheduling; • Studio360 Visualize: Real-time, AI-powered insights, anomaly detection, exception handling, and KPI monitoring through customizable dashboards and reports, enabling CFOs to make fast, data-driven decisions; • Studio360 Blueprint: An extensive library of proven process design templates grounded in customer-informed industry best practices, enabling rapid deployment and achievable transformation outcomes.
BlackLine’s Studio360 Platform addresses these challenges by providing an infrastructure and capabilities to further unify our products and services, which include: • Studio360 Integrate: Powerful and flexible capabilities for unifying, cleansing, and transforming data through pre-built connectors and APIs, ensuring a single source of truth for finance and accounting teams; • Studio360 Orchestrate: The industry’s most extensive capabilities to map, optimize, and automate workflows across BlackLine applications, ERPs, and other applications like procurement, payroll, revenue, treasury, fixed assets, and more, with real-time progress tracking and event-based scheduling; • Studio360 Visualize: Real-time, AI-powered insights, anomaly detection, exception handling, and KPI monitoring through customizable dashboards and reports, enabling CFOs to make fast, data-driven decisions; • Studio360 Blueprint: An extensive library of proven process design templates grounded in customer-informed industry best practices, enabling rapid deployment and achievable transformation outcomes.
Credit & Risk Management brings together data from numerous sources, such as credit reference agencies, credit insurers, and payment performance to understand historical indebtedness and behavior trends of the companies with whom our customers work.
Credit & Risk Management brings together data from numerous sources, such as credit reference agencies, credit insurers, and payment performance data, to understand the historical indebtedness and behavior trends of the companies with whom our customers trade.
Our future-ready platform enables financial operations excellence and empowers the Office of the CFO to deliver strategic value to their organizations. Customers Our customers include multinational corporations, large enterprises, and mid-size companies across a broad array of industries. These businesses include publicly-listed entities and privately-owned enterprises, as well as non-profit entities.
Our future-ready platform enables financial operations excellence and empowers the Office of the CFO to deliver strategic value to their organizations. Customers Our customers include multinational corporations, large enterprises, mid-size companies, and public sector entities across a broad array of industries. These businesses include publicly-listed entities, privately-owned enterprises, and non-profit entities.
The application stores permissions and business logic exceptions by entity, service, and transaction type, ensuring that both the seller and the buyer of the intercompany transaction are authorized to conduct business, while billing in a manner that optimizes process efficiency and minimizes tax leakage. Transactions are booked via Journals directly into the ledger.
The application stores permissions and business-logic exceptions by entity, service, and transaction type, ensuring that both the seller and the buyer of the intercompany transaction are authorized to conduct business, and that billing is conducted in a manner that optimizes process efficiency and minimizes tax leakage. Transactions are booked directly into the general ledger via Journals.
Solutions Our cloud-based solutions for the Office of the CFO are designed to be the primary system of interaction for accounting and finance professionals. Our solutions unify systems and data and work to drive accuracy, collaboration, efficiency, and control. Our solutions enable accounting and finance professionals to execute their work continuously, empowering real-time insights and business partnership.
Solutions Our cloud-based solutions for the Office of the CFO are designed to be the primary point of interaction for accounting and finance professionals. Our solutions unify systems and data and work to drive accuracy, collaboration, efficiency, and control. Our solutions enable accounting and finance professionals to execute their work continuously, empowering real-time insights and business partnerships.
Key Benefits Our platform is designed to provide the following benefits to our customers: • Automated Processes: Our solutions leverage AI and automation to streamline manual finance and accounting activities such as reconciliations, journal entries, and cash application.
Key Benefits Our platform is designed to provide the following benefits to our customers: • Automated Processes for Greater Speed & Efficiency: Our solutions leverage AI and automation to streamline manual finance and accounting activities such as reconciliations, journal entries, and cash application.
For customers that elect to work with a partner or business process outsourcer for implementation services, BlackLine provides partner training and certification, as well as support for partner-led projects; • Optimization: Our transformation team assists with optimization strategies for transformation projects through the BlackLine Optimization Academy where we teach accountants how to optimize their accounting and reporting processes.
For customers that elect to work with a partner or business process outsourcer for implementation services, BlackLine provides partner training and certification, as well as support for partner-led projects, so that every customer has a superior implementation experience; • Optimization: Our transformation team assists with optimization strategies for transformation projects through the BlackLine Optimization Academy, where we teach accountants how to optimize their accounting and reporting processes.
Products and Services Our products are comprised of financial close & consolidation, intercompany accounting, and invoice-to-cash. We also provide resources and services for implementation. Financial Close & Consolidation The collection of processes by which organizations reconcile, consolidate, and report their financial information at the end of each period is referred to as record-to-report.
Products and Services Our products are comprised of record-to-report and invoice-to-cash solutions. We also provide implementation services. Record-to-Report - Financial Close & Consolidation The collection of processes by which organizations record, reconcile, consolidate, and report their financial information at the end of each period is referred to as record-to-report.
Using bilateral and multilateral netting to reduce the number of transactions that typically incur bank fees, treasury teams can effectively manage the manner that intercompany balances are closed out using cash and non-cash settlement methodologies to effectively manage the cash positions of each entity. Users can filter the information by transaction type, hold type, currency, or business relationship.
Using bilateral and multilateral netting to reduce the number of transactions that typically incur bank fees, treasury teams can effectively manage how intercompany balances are closed out using cash and non-cash settlement methodologies to manage each entity's cash position. Users can filter the information by transaction type, hold type, currency, or business relationship.
Embedded machine learning then reduces the manual effort involved in the process and releases working capital for our customers; • Credit & Risk Management brings customer and payment behavior data together to enable optimal risk strategies and real-time risk profiling. Managing the balance between sales and risk of non-payment is critical to profitability.
Embedded machine learning reduces the manual effort involved in the process and releases working capital for our customers by underpinning accurate collection strategies downstream; • Credit & Risk Management brings customer and payment behavior data together to enable optimal risk strategies and real-time risk profiling. Managing the balance between sales and risk of non-payment is critical to profitability.
We intend to invest in further expanding our global footprint through organic growth activities and strategic acquisitions. • Industry: We continue to leverage our customer scale to innovate with industry-specific product extensions, specifically for industries where we have large total addressable market opportunities and strong brand permission with customers and partners. Extend Our Relationships with Partners.
We intend to invest in further expanding our global footprint through organic growth activities and strategic acquisitions. • Industry: We continue to leverage our customer scale to innovate with industry-specific solutions, especially for industries where we have large addressable market opportunities and strong brand permission with customers and partners. Extend Our Relationships with Partners.
Competition The market for accounting and financial software and services is competitive, rapidly evolving and requires a deep understanding of the industry standards, financial operations processes, accounting rules, and global financial regulations. 9 We compete with vendors of financial operations, financial automation, record-to-report, and invoice-to-cash software, including software offered by certain ERP vendors.
Competition The market for accounting and financial software and services is competitive, rapidly evolving, and requires a deep understanding of the industry standards, financial operations processes, accounting rules, and global financial regulations. We compete with vendors of financial operations, financial automation, record-to-report, and invoice-to-cash software, including software offered by certain ERP vendors, and a growing number of AI-native automation platforms.
A success plan is central to increased customer value and customer adoption. This approach positively impacts our retention and upsell efforts; and • Global Support: From our offices in Australia, Canada, England, India, Japan, Mexico, the Netherlands, Poland, Romania, and the U.S., we provide tiered customer support, ranging from support provided during business hours to 24/7/365 support.
A success plan is central to increased customer value and customer adoption. This approach positively impacts our retention and upsell efforts; and • Global Support: From our offices in Australia, England, India, Japan, Mexico, Poland, Romania, and the United States (“U.S.”), we provide tiered customer support, ranging from support provided during business hours to 24/7/365 support.
We enable a proactive approach that prevents issues before they escalate, safeguarding financial integrity. By combining automation, real-time insights, embedded controls, and flexible and scalable design, our solutions ensure organizations can meet the increasing demands on the Office of the CFO, despite system complexity and evolving regulatory landscape.
We enable a proactive approach that prevents issues from escalating, safeguarding financial integrity. By combining automation, real-time insights, embedded controls, and a flexible, scalable design, our solutions ensure that organizations can meet the increasing demands on the Office of the CFO, despite system complexity 9 and an evolving regulatory landscape.
We believe the principal competitive factors in our market include the following: • depth and breadth of solutions; • level of customer satisfaction; • ease of deployment and use of applications; • ability to integrate with multiple legacy enterprise infrastructures and third-party applications; • domain expertise on accounting and finance best practices; • ability to innovate and respond to customer needs rapidly; • capability for configurability, integration, and scalability of applications; • cloud-based delivery model; • advanced security and reliability features; • brand recognition and historical operating performance; and • price and total cost of ownership.
We believe the principal competitive factors in our market include the following: • AI capabilities and roadmap; • security, data privacy, and protection; • auditability, chain of thought, and transparency; • depth and breadth of solutions; • level of customer satisfaction; • ease of deployment and use of applications; • ability to integrate with multiple legacy enterprise infrastructures and third-party applications; • domain expertise on accounting and finance best practices; • ability to innovate and respond to customer needs rapidly; 10 • capability for configurability, integration, and scalability of applications; • cloud-based delivery model; • advanced security and reliability features; • brand recognition and historical operating performance; and • price and total cost of ownership.
Courses cover solutions functionality, as well as the underlying concepts and demonstrate the power of our platform like financial close & consolidation, intercompany accounting, and invoice-to-cash; • Customer Success: Our customer success managers, many of whom are former users, provide customers with best practices and create a success plan for expanded usage of our platform for process optimization.
Courses cover solutions functionality, as well as the underlying concepts, and demonstrate the power of our platform like record-to-report and invoice-to-cash; • Customer Success: Our customer success managers, many of whom are former users, provide customers with best practices and create a success plan for expanded usage of our platform for process optimization.
This enables our customers to leverage their committed spend with those cloud providers for a software purchase with BlackLine. BlackLine Platform, Products, and Capabilities We provide a unified, scalable, and flexible platform tailored to the evolving needs of the Office of the CFO and deliver purpose-built applications that address critical processes, including financial close & consolidation, intercompany accounting, and invoice-to-cash.
This enables our customers to leverage their committed spend with those cloud providers for a software purchase with BlackLine. BlackLine Platform, Products, and Capabilities We provide a unified, scalable, and flexible platform tailored to the evolving needs of the Office of the CFO and deliver a purpose-built suite of applications that address critical processes, including record-to-report and invoice-to-cash.
These solutions include: • Intercompany Create increases visibility into transaction-level data by originating transactions directly within our software. Intercompany transactions are configured and executed with a simple process that uses billing routes to facilitate the flow of a transaction and the appropriate tax and transfer pricing mark-ups.
These solutions include: • Intercompany Create increases visibility into transaction-level data by originating transactions directly within our software. Intercompany transactions are configured and executed through an automated and rules-driven process that uses billing routes to facilitate the flow of transactions and the appropriate tax and transfer pricing mark-ups.
At December 31, 2024, we had 397,477 individual users across 4,443 customers, exclusive of on-premise software. We define a customer as an entity with an active subscription agreement as of the measurement date. In situations where an organization has multiple subsidiaries or divisions, each entity that is invoiced as a separate entity is treated as a separate customer.
At December 31, 2025, we had 4,394 customers, exclusive of on-premise software. We define a customer as an entity with an active subscription agreement as of the measurement date. In situations where an organization has multiple subsidiaries or divisions, each entity that is invoiced as a separate entity is treated as a separate customer.
We intend to leverage our BlackLine Studio360 Platform to further extend our technology integration capabilities with large ERP players, and maintain connectivity to other ERPs and third-party data sources. 4 Cloud Marketplaces. We have established the ability to buy BlackLine solutions via Cloud Marketplaces by Google Cloud Platform (“GCP”), Microsoft Azure (“Azure”), and Amazon AWS (“AWS”).
We intend to leverage our BlackLine Studio360 Platform further to extend our technology integration capabilities with large ERP players, and maintain connectivity to other ERPs and third-party data sources. Cloud Marketplaces. We have established the ability to purchase BlackLine solutions through Cloud Marketplaces on Google Cloud Platform (“GCP”), Microsoft Azure (“Azure”), and Amazon Web Services (“AWS”).
Purpose-built automation allows customers to automate task and job scheduling, verify the correctness of closing transactions, and take action, like raising alerts, making corrections, or pushing the closing process to the next step with job scheduling; • Financial Reporting Analytics is a modern solution that enables analysis and validation of group level or consolidated financial data with direct, real-time visibility into the local or underlying details.
Purpose-built automation allows customers to automate task and job scheduling, verify the correctness of closing transactions, and automatically trigger the appropriate response, like raising alerts, making corrections, or pushing the closing process to the next step with job scheduling; • Reporting & Analysis enables analysis and validation of group-level or consolidated financial data with direct, real-time visibility into the local or underlying details.
We intend to focus on customer expansion, geography, and industry to maintain and grow our leadership position. • Customer Expansion: We believe we have a leading position in the market with both enterprise and select mid-size companies.
We intend to focus on customer expansion, geography, and industry to maintain and grow our leadership position. • Customer Expansion: We believe we have a leading position in the market with both enterprise and mid-size companies. We intend to leverage our brand recognition, history of innovation, and customer focus to maintain and grow our leadership position with enterprise market businesses.
The solution can be used as a cloud-based, controlled checklist that includes reporting and alerts to drive greater collaboration, accountability, and visibility; • Smart Close for SAP is a fully embedded, purpose-built solution to streamline and automate the close directly in SAP. Smart Close complements our cloud financial close management solutions to achieve end-to-end automation.
The solution can be used as a cloud-based, controlled checklist that includes reporting and alerts to drive greater collaboration, accountability, and visibility; • Smart Close for SAP is fully embedded in the SAP UX and streamlines and automates key closing activities. Smart Close complements our cloud financial close management solutions to achieve end-to-end automation.
Our secure, flexible, and scalable cloud-based platform empowers finance and accounting teams to achieve future-ready financial operations, modernizing processes for mid-size and enterprise organizations across all industries.
Our secure, flexible, and scalable cloud-based platform empowers finance and accounting teams to achieve future-ready financial operations, modernizing processes for mid-size and enterprise organizations across all industries. Many organizations rely on enterprise resource planning (“ERP”) systems to manage general ledger activities.
This approach drives immediate impact and sustained value, maximizing cash flows, and accelerating the record-to-report and invoice-to-cash cycles. BlackLine integrates with over 30 leading ERP systems, including SAP SE (“SAP”), Oracle Corporation, Microsoft Dynamics 365 (“Microsoft Dynamics”), an application offered by Microsoft Corporation (“Microsoft”), Sage Intacct, Inc., and NetSuite, Inc.
This approach drives immediate impact and sustained value, maximizes cash flow, and accelerates the record-to-report and invoice-to-cash processes. Our platform integrates with the leading ERP systems offered by Workday, Inc., SAP SE (“SAP”), Oracle Corporation, Microsoft Dynamics 365 (“Microsoft Dynamics”), an application offered by Microsoft Corporation (“Microsoft”), Sage Intacct, Inc., and NetSuite, Inc.
This solution unifies the data across BlackLine’s Invoice-to-Cash suite to provide data typically difficult to obtain in real-time; 7 Customers using this solution gain insights into customer behavior, as well as the ability to measure the impact of extended payment terms to cash collections and cash flow, and understand the predictability of customer payments when building cash flow forecasts; and • Electronic Invoicing & Payments helps our customers generate, send, and monitor invoices in diverse e-invoice formats through a multitude of delivery channels.
This solution unifies the data across BlackLine’s Invoice-to-Cash suite to provide data typically difficult to obtain in real-time. Customers using this solution gain insights into customer behavior, as well as the ability to measure the impact of extended payment terms to cash collections and cash flow, and understand the predictability of customer payments when building cash flow forecasts.
Going forward, we intend to become a more partner-powered organization, harnessing the deep and embedded relationships our partners have with key decision-makers at our customers. Our marketing efforts are focused on demand generation, establishing and extending our brand proposition, generating product awareness, and cultivating our community of users.
We continue to be a partner-powered organization, harnessing the deep and embedded relationships our partners have with key decision-makers at our customers. Our marketing efforts focus on demand generation, establishing and extending our brand proposition, driving product awareness, and cultivating our user community.
This feature facilitates the process of netting transactions and helps users make informed, strategic decisions, while managing cash reporting and forecasting. Invoice-to-Cash Cash is vital to every business, and invoice-to-cash is central to improving cash flow. Managing invoice-to-cash well means maximizing working capital by collecting cash and minimizing credit losses. This critical process is often highly manual.
This feature facilitates netting transactions and cash reporting, and it helps treasury teams and controllers make informed, strategic decisions while managing cash, full-time equivalent positions, and forecasting. Invoice-to-Cash Cash is vital to every business, and invoice-to-cash is central to improving cash flow. Managing invoice-to-cash well means maximizing working capital by collecting cash and minimizing credit losses.
Our solutions securely and automatically connect with ERPs and various financial data sources, simplifying data consolidation for complex environments. Unlike solutions tied to specific systems, BlackLine is ERP and data source agnostic, ensuring compatibility and adaptability as organizations evolve.
Across our platform, products, and services, BlackLine stands out through its integration, scalability, flexibility, ease of use, and commitment to innovation. Our solutions securely and automatically connect with ERPs and various financial data sources, simplifying data consolidation for complex environments. Unlike solutions tied to specific systems, BlackLine is ERP and data source-agnostic, ensuring compatibility and adaptability as organizations evolve.
Our pricing model is designed to allow us to capture additional revenue as our customers’ usage of our platform grows, providing us with an opportunity to increase the lifetime value of our customer relationships. • Geography: We believe that we have a significant opportunity to expand the use of our cloud-based solutions outside the United States (“U.S.”).
Our pricing model is designed to enable us to capture additional revenue as our customers’ usage of our platform grows, thereby increasing the lifetime value of our customer relationships. • Geography: We believe that we have a significant opportunity to expand the use of our cloud-based solutions in most G20 nations.
Our ability to internally develop or make strategic acquisitions of new, market-leading applications and functionalities is integral to our success. We intend to deepen our existing capabilities and extend the functionality and range of our applications to bring new solutions to the Office of the CFO. Enhance our Leadership Position within the Marketplace.
We intend to deepen our existing capabilities and extend the functionality and range of our applications to bring new solutions to the Office of the CFO. Enhance our Leadership Position within the Marketplace.
Traditional, fragmented solutions cannot keep up with the increasing complexity of data, systems, and processes. The need for a unified, comprehensive, flexible, and scalable platform has never been greater.
Traditional, fragmented solutions cannot accommodate the increasing complexity of data, systems, and processes. The need for a flexible, scalable, and unified platform that provides a single source of trusted financial and accounting information has never been greater.
Workflow capabilities exist for ad hoc transactions as well as non-invoiceable transactions; 6 • Intercompany Balance & Resolve centralizes, streamlines, and automates intercompany reconciliation complexity and dispute management by capturing all intercompany transactions within the virtual subledger and providing resolution actions to reconcile.
Workflow capabilities exist for key control governance, ad hoc transaction management, and non-invoiceable transactions; • Intercompany Balance & Resolve centralizes, streamlines, and automates complex intercompany reconciliations and dispute management processes by capturing all intercompany transactions within the virtual subledger and providing automated corrective or other resolution actions to govern reconciliation.
We intend to deepen our relationships with our current partners, foster a thriving ecosystem of partnerships and partner with resellers who are well versed in the BlackLine suite and select software firms. ERP Connectivity.
(“Grant Thornton”), and business process outsourcers, such as CapGemini SE (“CapGemini”), GenPact Ltd (“GenPact”), and RSM US LLP (“RSM”). We intend to deepen our relationships with our current 4 partners, foster a thriving ecosystem of partnerships, and partner with resellers who are well-versed in the BlackLine suite and select software firms. ERP Connectivity.
BlackLine Cash Application drives an automated and effective end-to-end process from an invoice-to-cash in the bank and fully applied in the subledger. It uses intelligent automation to help customers accurately apply payments to customers’ invoices in an ERP.
BlackLine Cash Application drives an automated, end-to-end process using intelligent automation to help customers accurately apply payment receipts in the bank to customers’ invoices in an ERP.
Our platform’s extensibility, flexibility, and scalability enable enterprises to optimize their financial operations, reducing bottlenecks and delivering value across diverse organizational setups, including those managing high transaction volumes; • Accelerated Insights: Our platform and solutions provide real-time dashboards, configurable reports with drilldown capabilities, and unparalleled visibility into financial data and operations, empowering teams to make informed decisions faster and support improved forecasting; and • Proactive Anomaly & Risk Detection: Powerful business rules and AI-driven anomaly detection help customers identify potential risks or unusual patterns in their financial operations and results.
By creating more efficient and transparent payment processes, our solutions help improve customer relationships and satisfaction; • Accelerated Insights: Our platform and solutions provide real-time dashboards, configurable reports with drilldown capabilities, and unparalleled visibility into financial data and operations, empowering teams to make informed decisions faster and support improved forecasting; and • Proactive Anomaly & Risk Detection: Powerful business rules and AI-driven anomaly detection help customers identify potential risks or unusual patterns in their financial operations and results.
Our cloud-based applications, increasingly powered by our BlackLine Studio360 Platform, include Account Reconciliations, Transaction Matching, Task Management, Financial Reporting Analytics, Journal Entry, Variance Analysis, Compliance, Smart Close for SAP, Cash Application, Credit & Risk Management, Collections Management, Disputes & Deductions Management, Team & Task Management, AR Intelligence, Electronic Invoicing & Payments, Intercompany Create, Intercompany Balance & Resolve, and Intercompany Net & Settle.
Our growth has been driven by a combination of organic innovation and a series of strategic acquisitions and initiatives, including the following: Our cloud-based solutions, delivered by our BlackLine Studio360 Platform, include Account Reconciliations, Transaction Matching, Task Management, Reporting & Analysis, Journal Entry, Journals Risk Analyser, Account Analysis, Consolidation, Compliance, Smart Close for SAP, Cash Application, Credit & Risk Management, Collections Management, Disputes & Deductions Management, Team & Task Management, AR Intelligence, Electronic Invoicing & Payments, Intercompany Create, Intercompany Balance & Resolve, and Intercompany Net & Settle.
Often manual, time-consuming, and resource-intensive processes, intercompany transactions can have material impacts on costs if not managed properly. Our intercompany solutions manage the entire intercompany transaction lifecycle within our platform, from the initial creation of a transaction through the settlement. We believe it is the only widely-available, automated end-to-end intercompany solution maintained in a single platform.
Our intercompany solutions manage the entire intercompany transaction lifecycle within our platform, from the initial creation of a transaction through the balancing, disputes management, resolution, and settlement processes. We believe it is the only widely-available, automated end-to-end intercompany solution maintained in a single platform.
We have established strong relationships with technology vendors such as SAP and Microsoft, Google LLC (“Google”), and Snowflake, Inc. (“Snowflake”), professional services firms such as Accenture plc (“Accenture”), Deloitte Touche Tohmatsu Limited (“Deloitte”), and Ernst & Young Global Limited (“Ernst & Young”), and business process outsourcers, such as CapGemini SE (“CapGemini”), GenPact Ltd (“GenPact”), and RSM US LLP (“RSM”).
We have established strong relationships with technology vendors, such as SAP, Microsoft Dynamics, Workday, Google, and Snowflake, Inc. (“Snowflake”), professional services firms, such as Accenture plc (“Accenture”), Deloitte Touche Tohmatsu Limited (“Deloitte”), Ernst & Young Global Limited (“Ernst & Young”), KPMG International Limited (“KPMG”), BDO Global (“BDO”), and Grant Thornton International Ltd.
The intricate nature of intercompany transactions often drives accounting operations to process a substantial volume of intercompany charges within the constraints of the fiscal calendar, leaving insufficient time for enhancing the quality of the underlying data. This prevalent operational practice results in heightened stress for accounting and finance professionals, originating from an unproductive and avoidable workload.
The intricate nature of intercompany transactions often drives accounting, tax, and treasury operations to process a substantial volume of intercompany charges within the constraints of the fiscal calendar, leaving insufficient time for enhancing the quality of the underlying data or addressing upstream issues, operational challenges, weak control and governance environments, or intercompany journals.
Customers can download invoices through secure, branded, customer invoice portals. BlackLine’s Electronic Invoicing & Compliance can provide financial flexibility with the ability to service inbound customer payments through a range of versatile payment channels. BlackLine Invoicing & Compliance allows customers to adapt and adhere to country-specific requirements with evolving e-invoicing regulations across various countries.
BlackLine’s Electronic Invoicing & Compliance can provide financial flexibility with the ability to service inbound customer payments through a range of versatile payment channels.
By seamlessly integrating with ERP systems and other data sources, our solutions eliminate manual work, prevent errors, and free up teams to focus on strategic activities; 8 • Strengthened Controls & Improved Compliance: By embedding controls, segregation of duties, out of the box workflows, and audit trails across our platform and applications, we help organizations address the complexities of their global regulatory requirements and reduce risk of non-compliance.
This empowers teams to move beyond individual tasks and manage the entire financial process with greater control, efficiency, and strategic insight; • Strengthened Controls & Improved Compliance: By embedding controls, segregation of duties, out-of-the-box workflows, and audit trails across our platform and applications, we help organizations address the complexities of their global regulatory requirements and reduce the risk of non-compliance.
A typical project will focus on mapping our application to a customer’s current or ideal process, coaching them on best practices, and helping organizations become self-sufficient, instead of dependent on additional professional services.
For optimal product adoption, along with accelerated time to value, BlackLine is augmenting existing implementation efforts with agentic elements, which facilitates a seamless and efficient onboarding journey. A typical project will focus on mapping our application to a customer’s current or ideal process, coaching them on best practices, and helping organizations become self-sufficient rather than dependent on additional professional services.
Services Customer service is essential to our customers' success and we are focused on driving long-term partnership and value by offering the following services: • Implementation: With a focus on configuration over customization, our implementation approach favors rapid and efficient deployments led by accounting experts, rather than technical resources.
Services Customer service is essential to our customers' success, and we are focused on driving long-term partnership and value by offering the following services: • Implementation: With a focus on configuration, a typical project will draw on our expertise from over 5,200 implementations to deliver proven, industry-specific process designs.
Item 1. Business Overview The Office of the Chief Financial Officer (“CFO”) is relied upon to deliver timely and accurate financial reporting and business insights. Yet finance and accounting teams are facing unprecedented system and process complexity, growing data volumes, and evolving regulatory requirements, coupled with expanding roles and responsibilities.
Item 1. Business Overview The Office of the Chief Financial Officer (“CFO”) is relied upon to deliver timely and accurate financial reporting and business insights.
All customers have access to essential support through our support and community portal, included as part of their subscription. In 2023, we rolled out two additional tiers of support that customers can purchase based on their needs. Across our platform, products and services, BlackLine stands out through its integration, scalability and flexibility, ease of use, and commitment to innovation.
All customers have access to essential support through our support and community portal, included as part of their subscription. We also offer additional tiers of support that customers can purchase based on their needs with benefits such as prioritized routing and more personalized support.
We further extend our brand awareness through sponsorships with leading industry organizations such as the American Institute of Certified Public Accountants, or AICPA, the Institute of Management Accountants, or IMA, the Financial Executives International, or FEI, the Institute of Chartered Accountants in England and Wales, or ICAEW, and the Association of Chartered Certified Accountants, or ACCA.
We further extend our brand awareness through sponsorships with leading industry organizations such as the Institute of Management Accountants (IMA), the Chartered Institute of Credit Management (CICM), the Shared Services & Outsourcing Network (SSON), the National Association of Credit Management (NACM), the Financial Executives International (FEI), the Association of Governments Accountants (AGA), the Government Finance Officers Association (GFOA), and the Society of Defense Financial Management (SDFM).
We intend to leverage our brand recognition, history of innovation, and customer focus to maintain and grow our leadership position with enterprise market businesses. We pursue a land-and-expand sales model and believe there is significant opportunity to increase sales of our solutions within our existing customer base.
We pursue a land-and-expand sales model and believe there is a significant opportunity to increase sales of our solutions within our existing customer base. Additionally, we intend to focus on expanding and developing solutions tailored for the complex needs of public sector organizations.
This feature reduces intercompany reconciliation risk, effort, and last-minute plugs by automatically flagging out-of-balance trading pairs and underlying transactions that create exceptions on a continuous basis. Open intercompany transactions are continuously analyzed to verify offsetting transactions on the respective trading partner books. Exceptions are flagged and users are automatically notified for investigation and resolution.
Open intercompany transactions are continually analyzed to verify offsetting transactions on the respective trading partner books under our concept of ‘continuous intercompany accounting.’ Exceptions are flagged, and users are automatically notified for investigation and resolution.
For many organizations, enterprise resource planning (“ERP”) systems manage general ledger activities but do not address end-to-end processes performed across other systems and outside those systems in spreadsheets, impeding organizations’ ability to provide reliable data and insights. Our platform connects data and processes at their origin, enhancing financial reporting integrity, streamlining activities, and delivering faster insights.
However, these systems often fail to address end-to-end processes that occur across other systems and in spreadsheets, hampering an organization’s ability to deliver accurate data, insights, controls, and transparency. Our platform connects data and processes at their origin, enhancing financial reporting integrity, streamlining activities, and delivering faster insights.
Intercompany Intercompany transactions occur when entities within a corporate parent organization transact with each other. These transactions are some of the most complex and frequent sources of uncertainty and process inefficiency for the controller organization, frequently causing imbalances that must be resolved.
These transactions are some of the most complex and frequent sources of uncertainty and process inefficiency for the controller organization, and have direct and indirect tax and transfer pricing risk, as well as imbalances that must be resolved before impacting reported financials.
Validation and approval checkpoints help ensure the integrity of information passed to other financial applications, including hundreds of ERPs and subsystems, in a configurable, standardized format; • Task Management enables users to create and manage processes and task lists. The solution provides automatic and recurring task scheduling, includes configurable workflow, and provides a management console for accounting and finance activities.
Validation and approval checkpoints help ensure the integrity of information passed to other financial applications, including hundreds of ERPs and subsystems, in a configurable, standardized format; • Account Reconciliations provides a centralized workspace from which users can collaborate to substantiate their balance sheet by completing account reconciliations.
Our unified suite helps customers collect cash, provide credit, and better understand cash flow. • Cash Application transforms the order-to-cash cycle by significantly reducing the time it takes to apply cash receipts to open invoices, resulting in significant reductions in unapplied cash.
BlackLine Electronic Invoicing & Compliance enables customers to adapt to, and comply with, country-specific requirements amid evolving e-invoicing regulations across countries; 7 • Cash Application transforms the order-to-cash process by significantly reducing the time it takes to apply cash receipts to open invoices, resulting in significant reductions in unapplied cash.
The product automates otherwise manual activities in the substantiation process, significantly reducing time and effort and increasing productivity.
Features include standardized templates, workflows for review and approval, linkage to policies and procedures, and integrated storage of supporting documentation, enhanced with AI-enabled summarization. The product automates otherwise manual activities in the substantiation process, significantly reducing time and effort and increasing productivity.
Our latest innovation, the BlackLine Studio360 Platform, uniquely addresses the increasing complexity of data, systems, and processes. BlackLine was founded in 2001. We are a holding company and conduct our operations through our wholly-owned subsidiary, BlackLine Systems, Inc. (“BlackLine Systems”) and its subsidiaries. On September 12, 2023, we acquired Data Interconnect (“DI”), hereinafter referred to as the “DI Acquisition”.
We are a holding company and conduct our operations through our wholly-owned subsidiary, BlackLine Systems, Inc. (“BlackLine Systems”) and its subsidiaries.
It also connects with diverse financial data sources, such as banks, point-of-sale, treasury, payroll, procurement, and other systems, bringing data into unified workflows.
It also connects to diverse financial data sources, including banks, point-of-sale, treasury, payroll, procurement, and other systems, bringing data into unified workflows. This deep connectivity provides finance and accounting teams with accurate, actionable insights, reducing errors and 3 improving compliance. This, in turn, frees finance and accounting teams to focus on complex, high-value challenges where human judgement is essential.
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This deep connectivity provides finance and accounting teams with accurate, actionable insights, reducing errors, improving compliance, and freeing time for strategic analysis. 3 For over 20 years, BlackLine has pioneered customer-centric innovation in financial software, optimizing mission-critical processes for the Office of the CFO.
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The CFO role has evolved from traditional accounting processes to driving growth, profitability, and governance across the enterprise to improve business outcomes while finance and accounting teams are facing unprecedented system and process complexity, growing data volumes, and evolving regulatory requirements, coupled with expanding roles and responsibilities.
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DI is a cloud-based invoice-to-cash automation vendor within the electronic invoice presentment and payment (“EIPP”) market. The primary purpose of the DI Acquisition was to complete our existing accounts receivable automation solution by adding EIPP capabilities to our platform. In doing so, we now offer a complete end-to-end invoice-to-cash process within the platform.
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For nearly 25 years, BlackLine has pioneered customer-centric innovation in financial software, optimizing mission-critical processes for the Office of the CFO. BlackLine’s Studio360 Platform, Verity AI capabilities, and our comprehensive record-to-report and invoice-to-cash solutions uniquely address the increasing complexity of data, systems, and processes. BlackLine was founded in 2001.
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On January 26, 2022, we acquired FourQ Systems, Inc. (“FourQ”), which we refer to as the “FourQ Acquisition.” The primary purpose of the FourQ Acquisition was to enhance our existing intercompany accounting automation capabilities by driving end-to-end automation of traditionally manual intercompany accounting processes.
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In September 2025, we launched Verity, a comprehensive suite of AI capabilities that provides finance and accounting teams with a digital workforce of embedded and auditable AI. Verity is integrated throughout our solutions and supports a broad range of use cases across our customers’ financial operations, offering flexible capabilities that help deliver best practices across end-to-end record-to-report and invoice-to-cash processes.
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These applications address many use cases across our customers’ financial operations and include comprehensive and flexible solutions that deliver best practices for end-to-end record-to-report and invoice-to-cash processes. Our Growth Strategy Our principal growth strategies include the following: Continue to Innovate and Expand our Solutions.
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On December 15, 2025, we acquired WiseLayer, (“WL” and such acquisition, the “WL Acquisition”), a New York-based company that has pioneered a digital workforce of AI-powered agents to automate complex, judgment-based finance and accounting processes.
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Our products include: • Account Reconciliations provides a centralized workspace from which users can collaborate to substantiate their balance sheet by completing account reconciliations. Features include standardized templates, workflows for review and approval, linkage to policies and procedures, and integrated storage of supporting documentation.
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The primary purpose of the WL Acquisition is to accelerate BlackLine’s own AI roadmap and in so doing, strengthen our competitive offering, which is focused on transforming and modernizing finance and accounting, against key competitors. Our Growth Strategy Our principal growth strategies include the following: Continue to Innovate and Expand our Solutions.
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It also enhances internal controls by facilitating the appropriate segregation of duties, simplifying reconciliation audits and adding transparency and visibility to the reconciliation process; 5 • Transaction Matching analyzes and reconciles high volumes of individual transactions from different sources of data based upon user-configured logic. Our rules engine automatically identifies exceptions, errors, missing data, and variances within large data sets.
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Our ability to internally develop or make strategic acquisitions of new, market-leading applications and functionalities, particularly those powered by AI, is integral to our success. Our recent launch of Verity is a testament to our commitment to delivering advanced, AI-powered solutions.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur platform is also designed to integrate with existing ERP systems such as Microsoft Dynamics, Oracle, and SAP, and will require modifications and enhancements as these systems change over time. Any failure of our solutions to operate effectively with future platforms and technologies could reduce the demand for our solutions or result in customer dissatisfaction.
Biggest changeAdapting our platform to meet these demands could 15 require significant investment, limit the functionality of our services, and impact our ability to operate and compete in certain markets. Our platform is also designed to integrate with existing ERP systems such as Microsoft Dynamics, Oracle, and SAP, and will require modifications and enhancements as these systems change over time.
Factors that could cause fluctuations in the market price of our common stock include the following: • actual or anticipated fluctuations in our operating results; • the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; • changes in estimates by any securities analysts who follow BlackLine or our failure to meet the estimates or expectations of analysts and investors; • ratings changes by any securities analysts who follow BlackLine or failure of such analysts to initiate or maintain coverage of BlackLine; • announcements by us or our competitors of significant technical innovations, acquisitions, strategic relationships, joint ventures, or capital commitments; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • price and volume fluctuations in the overall stock market from time to time, including as a result of trends in the economy as a whole; • changes in accounting standards, policies, guidelines, interpretations or principles; • actual or perceived privacy, security, data protection, or cybersecurity incidents; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • developments or disputes concerning our intellectual property, or our products or third-party proprietary rights; • announced or completed acquisitions of businesses or technologies by us or our competitors; • new laws or regulations, or new interpretations of existing laws or regulations applicable to our business; • any major change in our Board of Directors (the “Board”) or management; • sales of shares of our common stock by us or our stockholders; • issuances of shares of our common stock, including in connection with an acquisition or upon conversion of some or all of our outstanding Notes (as defined below); • lawsuits threatened or filed against us; • actual or rumored stockholder activism; and • other events or factors, including instability in the banking and financial services sector, geopolitical events and political uncertainty, including war and political and social upheaval, incidents of terrorism, outbreaks of pandemic diseases, presidential elections, civil unrest, or responses to these events.
Factors that could cause fluctuations in the market price of our common stock include the following: • actual or anticipated fluctuations in our operating results; • the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; • changes in estimates by any securities analysts who follow BlackLine or our failure to meet the estimates or expectations of analysts and investors; • ratings changes by any securities analysts who follow BlackLine or failure of such analysts to initiate or maintain coverage of BlackLine; • announcements by us or our competitors of significant technical innovations, acquisitions, strategic relationships, joint ventures, or capital commitments; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • price and volume fluctuations in the overall stock market from time to time, including as a result of trends in the economy as a whole; • changes in accounting standards, policies, guidelines, interpretations or principles; • actual or perceived privacy, security, data protection, or cybersecurity incidents; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • developments or disputes concerning our intellectual property, or our products or third-party proprietary rights; • announced or completed acquisitions of businesses or technologies by us or our competitors; • new laws or regulations, or new interpretations of existing laws or regulations applicable to our business; 32 • any major change in our Board of Directors (the “Board”) or management; • sales of shares of our common stock by us or our stockholders; • issuances of shares of our common stock, including in connection with an acquisition or upon conversion of some or all of our outstanding Notes (as defined below); • lawsuits threatened or filed against us; • actual or rumored stockholder activism; and • other events or factors, including macroeconomic uncertainty, instability or uncertainty in the banking and financial services sector, geopolitical events and political uncertainty, including war and political and social upheaval, incidents of terrorism, outbreaks of pandemic diseases, presidential elections, civil unrest, or responses to these events.
For example, it could: • make it more difficult for us to satisfy our debt obligations, including the Notes; • increase our vulnerability to general adverse economic and industry conditions; 33 • require us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restrict us from exploiting business opportunities; • place us at a competitive disadvantage compared to our competitors that have less indebtedness; and • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general purposes.
For example, it could: • make it more difficult for us to satisfy our debt obligations, including the Notes; • increase our vulnerability to general adverse economic and industry conditions; • require us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restrict us from exploiting business opportunities; • place us at a competitive disadvantage compared to our competitors that have less indebtedness; and • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general purposes.
A number of other factors that may influence the length and variability of our sales cycle include: • the need to educate potential customers about the uses and benefits of our software solutions; • the need to educate potential customers on the differences between traditional, on-premise software and SaaS solutions; • the relatively long duration of the commitment customers make in their agreements with us; • the discretionary nature and timing of potential customers’ purchasing and budget cycles and decisions; • the competitive nature of potential customers’ evaluation and purchasing processes; • announcements or planned introductions of new products by us or our competitors; and • lengthy purchasing approval processes of potential customers, including due to increased scrutiny of spending.
A number of other factors that may influence the length and variability of our sales cycle include: 23 • the need to educate potential customers about the uses and benefits of our software solutions; • the need to educate potential customers on the differences between traditional, on-premise software and SaaS solutions; • the relatively long duration of the commitment customers make in their agreements with us; • the discretionary nature and timing of potential customers’ purchasing and budget cycles and decisions; • the competitive nature of potential customers’ evaluation and purchasing processes; • announcements or planned introductions of new products by us or our competitors; and • lengthy purchasing approval processes of potential customers, including due to increased scrutiny of spending.
Security breaches or incidents impacting our platform or our internal systems could create significant interruptions or other disruptions of our software solutions, platform and technology, and may result in significant costs incurred in order to remediate or otherwise respond to a breach or incident, which may include liability for stolen assets or information, 15 repair of system damage, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach, and other costs, expenses and liabilities.
Security breaches or incidents impacting our platform or our internal systems could create significant interruptions or other disruptions of our software solutions, platform and technology, and may result in significant costs incurred in order to remediate or otherwise respond to a breach or incident, which may include liability for stolen assets or information, repair of system damage, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach, and other costs, expenses and liabilities.
Given uncertainty around these rules, including changing interpretations, amendments, or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense, or otherwise negatively affect our business. Our international operations may subject us to potentially adverse tax consequences.
Given uncertainty around these rules, including changing 30 interpretations, amendments, or repeal, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense, or otherwise negatively affect our business. Our international operations may subject us to potentially adverse tax consequences.
To 32 prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated bylaws also provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated bylaws also provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
Our ability to repay or refinance the Notes will depend on market conditions and our future performance, which is subject to economic, financial, competitive, and other factors beyond our control. Further, if any series of the Notes convert and we elect to issue common stock in lieu of cash upon conversion, our existing stockholders could suffer significant dilution.
Our ability to repay or refinance the Notes will depend on market conditions and our future performance, which is subject to economic, financial, 34 competitive, and other factors beyond our control. Further, if any series of the Notes convert and we elect to issue common stock in lieu of cash upon conversion, our existing stockholders could suffer significant dilution.
The costs of compliance with, and other obligations imposed by, these laws and regulations may require modification of our services, limit use and adoption of our services, reduce overall demand for our services, lead to significant fines, penalties, or liabilities for actual or alleged noncompliance, or slow the pace at which we close sales transactions, any of which could harm our business.
The costs of compliance with, and other obligations imposed by, these laws and regulations may require modification of our services, limit use and adoption of our services, reduce overall demand for our services, lead to significant fines, penalties, or liabilities for actual or alleged noncompliance, or slow the pace at which we close sales transactions, any of which could harm our 29 business.
There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future taxable income. For example, California recently enacted legislation which suspends the use of NOLs for taxable years 2024, 2025, and 2026.
There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future taxable income. For example, California enacted legislation which suspends the use of NOLs for taxable years 2024, 2025, and 2026.
Additionally, perceived uncertainties as to our future direction as a result of stockholder activism, or changes to the composition of our Board of Directors, may lead to the perception of a change in the direction of our business or other instability, which may be exploited by our competitors, cause concern to our current or potential customers, and make it more difficult to attract and retain qualified personnel.
Additionally, perceived uncertainties as to our future direction as a result of stockholder activism, or changes to the composition of our Board, may lead to the perception of a change in the direction of our business or other instability, which may be exploited by our competitors, cause concern to our current or potential customers, and make it more difficult to attract and retain qualified personnel.
Our platform has been integrated into large-scale, enterprise-wide technology environments, and specialized use cases, and our success depends on our ability to implement our platform successfully in these environments. We often assist our customers in implementing our platform, but many customers attempt to implement even complex deployments themselves or use a third-party service firm.
Our platform has been integrated into large-scale, enterprise-wide technology environments, and specialized use cases, and our success depends on our ability to implement our platform successfully in these environments. We often assist our customers in implementing our platform, but many customers attempt to 21 implement even complex deployments themselves or use a third-party service firm.
An adverse change in market conditions, particularly if such change has the effect of changing one of our critical assumptions or estimates, could result in a change to the estimation of fair value that 23 could result in an impairment charge to our goodwill or intangible assets. Any such charges may have a material negative impact on our operating results.
An adverse change in market conditions, particularly if such change has the effect of changing one of our critical assumptions or estimates, could result in a change to the estimation of fair value that could result in an impairment charge to our goodwill or intangible assets. Any such charges may have a material negative impact on our operating results.
If any of the events or circumstances described in the following risk factors actually occurs, our business, operating results, 11 financial condition, cash flows, and prospects could be materially and adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.
If any of the events or circumstances described in the following risk factors actually occurs, our business, operating results, financial condition, cash flows, and prospects could be materially and adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.
If any of our public cloud providers increases pricing terms, terminates or seeks to terminate our contractual relationship, establishes more favorable relationships with our competitors, or changes or interprets their terms of service or policies in a manner that is unfavorable with respect to us, we may be required to transfer to other providers.
If any of our public cloud providers increases 26 pricing terms, terminates or seeks to terminate our contractual relationship, establishes more favorable relationships with our competitors, or changes or interprets their terms of service or policies in a manner that is unfavorable with respect to us, we may be required to transfer to other providers.
Also, as we continue to expand our customer base, any failure by us to properly provide these services will likely result in lost opportunities for additional subscriptions to our platform. 20 Any failure to offer high-quality product support may adversely affect our relationships with our customers and our financial results.
Also, as we continue to expand our customer base, any failure by us to properly provide these services will likely result in lost opportunities for additional subscriptions to our platform. Any failure to offer high-quality product support may adversely affect our relationships with our customers and our financial results.
If we inappropriately use open source software, we may be required to re-engineer our products, discontinue the sale of our products or take other remedial actions. 30 Risks Related to Ownership of Our Common Stock The market price of our common stock may be volatile, and you could lose all or part of your investment.
If we inappropriately use open source software, we may be required to re-engineer our products, discontinue the sale of our products or take other remedial actions. Risks Related to Ownership of Our Common Stock The market price of our common stock may be volatile, and you could lose all or part of your investment.
If we are unsuccessful in establishing or maintaining our relationships, or if the counterparties to our relationships offer competing solutions, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results could suffer. Even if we are successful, we cannot assure you that these relationships will result in improved operating results.
If we are unsuccessful in establishing or maintaining our relationships, or if the counterparties to our relationships offer 25 competing solutions, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results could suffer. Even if we are successful, we cannot assure you that these relationships will result in improved operating results.
If we do not successfully maintain and enhance our brand, our business may not 19 grow, we may have reduced pricing power relative to competitors, and we could lose customers or fail to attract potential customers, all of which would adversely affect our business, results of operations and financial condition.
If we do not successfully maintain and enhance our brand, our business may not grow, we may have reduced pricing power relative to competitors, and we could lose customers or fail to attract potential customers, all of which would adversely affect our business, results of operations and financial condition.
Our success depends, in part, on not infringing upon the intellectual property rights of others. From time to time, our competitors or other third parties may claim that our solutions and underlying technology infringe or violate their intellectual property rights, and we may be found to be infringing upon such rights.
Our success depends, in part, on not infringing upon the intellectual property rights of others. From time to time, our competitors 31 or other third parties may claim that our solutions and underlying technology infringe or violate their intellectual property rights, and we may be found to be infringing upon such rights.
Our ability to achieve significant revenue growth will depend, in part, on our success in recruiting, training, and retaining a sufficient number of experienced sales professionals. New hires require significant training and time before they achieve full productivity, particularly in new sales segments and territories.
Our ability to achieve significant revenue growth will depend, in part, on our success in recruiting, training, and retaining a sufficient number of experienced sales professionals. New hires require significant training and time before they achieve full productivity, particularly in new sales segments 20 and territories.
(the “UK DPF Extension”) and the Swiss-U.S. Data Privacy Framework (“Swiss-U.S. DPF”), are available for companies to make use of to legitimize personal data transfers to the U.S. from the EEA, Switzerland, and UK. We have certified to the U.S. Department of Commerce that we adhere to the DPF, UK DPF Extension, and Swiss-U.S. DPF.
(the “UK DPF Extension”) and the Swiss-U.S. Data Privacy Framework (“Swiss-U.S. DPF”), are available for companies to use to legitimize personal data transfers to the U.S. from the EEA, Switzerland, and UK. We have certified to the U.S. Department of Commerce that we adhere to the DPF, UK DPF Extension, and Swiss-U.S. DPF.
If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity or convertible debt securities we issue could have rights, preferences 34 and privileges superior to those of holders of our common stock.
If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity or convertible debt securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.
Significant recovery time could be required to resume operations and our business could be harmed in the event of a major earthquake or other catastrophic event. Our insurance may not be sufficient to cover related losses or additional expenses that we may sustain.
Significant recovery time could be required to resume operations and our business could be harmed in the event of a major earthquake or other catastrophic event. Our insurance may not be sufficient to cover related losses or additional expenses that we may 37 sustain.
We depend on our executive officers and other key employees and the loss of one or more of these employees or an inability to attract and retain highly-skilled employees could adversely affect our business. 17 Our success depends largely upon the continued services of our executive officers and other key employees.
We depend on our executive officers and other key employees and the loss of one or more of these employees or an inability to attract and retain highly-skilled employees could adversely affect our business. Our success depends largely upon the continued services of our executive officers and other key employees.
Any loss of the right to use any of this hardware or software could result in delaying or preventing our ability to 24 provide our software solutions until equivalent technology is either developed by us or, if available, identified, obtained and integrated.
Any loss of the right to use any of this hardware or software could result in delaying or preventing our ability to provide our software solutions until equivalent technology is either developed by us or, if available, identified, obtained and integrated.
This activity could also cause or prevent an increase or a decrease in the market price of our common stock. In addition, global economic conditions have in the past resulted in the actual or perceived failure or financial difficulties of many financial institutions.
This activity could also cause or prevent an increase or a decrease in the market price of our common stock. 35 In addition, global economic conditions have in the past resulted in the actual or perceived failure or financial difficulties of many financial institutions.
While the use of AI/ML is leading to advancements in technology, if our new solutions are not widely adopted and accepted, or fail to operate as expected, our business and reputation may be harmed.
While the use of AI/ML is leading to advancements in technology, if our new solutions are not widely adopted and accepted, or fail to operate as expected, our business and reputation may be 19 harmed.
Changes in the number of customers and users in different periods will cause fluctuations in our financial metrics and, to a lesser extent, revenues. Those changes and fluctuations in our expenses will affect our results on a quarterly basis, and will make forecasting our operating results and financial metrics difficult.
Changes in the number of customers in different periods will cause fluctuations in our financial metrics and, to a lesser extent, revenues. Those changes and fluctuations in our expenses will affect our results on a quarterly basis, and will make forecasting our operating results and financial metrics difficult.
Further, the EU revised its 27 Cybersecurity Directive (“NIS2”), with EU member states having been obligated to transpose it into national law by October 17, 2024, but with some member states’ transpositions yet to be finalized.
Further, the EU revised its Cybersecurity Directive (“NIS2”), with EU member states having been obligated to transpose it into national law by October 17, 2024, but with some member states’ transpositions yet to be finalized.
Changes in our solutions or changes in export and import regulations may create delays in the introduction and sale of our solutions in 28 international markets, prevent our customers with international operations from accessing our solutions or, in some cases, prevent the export or import of our solutions to some countries, governments or persons altogether.
Changes in our solutions or changes in export and import regulations may create delays in the introduction and sale of our solutions in international markets, prevent our customers with international operations from accessing our solutions or, in some cases, prevent the export or import of our solutions to some countries, governments or persons altogether.
In addition, larger 22 organizations may demand more features and integration services and have increased purchasing power and leverage in negotiating contractual arrangements with us, which may contain restrictive terms favorable to the larger organization.
In addition, larger organizations may demand more features and integration services and have increased purchasing power and leverage in negotiating contractual arrangements with us, which may contain restrictive terms favorable to the larger organization.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors, which is responsible for appointing the members of our management.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board, which is responsible for appointing the members of our management.
We do not intend to pay dividends on our common stock so any returns will be limited to changes in the value of our common stock. We have never declared or paid any cash dividends on our common stock.
We do not intend to pay dividends on our common stock so any returns will be limited to changes in the value of our common stock. 33 We have never declared or paid cash dividends on our common stock.
We may be required to or find it appropriate to expend substantial capital and other resources to alleviate problems caused by any actual or perceived security breaches or incidents.
We may be required to or find it appropriate to expend substantial capital and other resources to alleviate problems caused by any actual or 16 perceived security breaches or incidents.
Our customer agreements typically include performance guarantees and service level standards that obligate us to provide credits in the event of a significant disruption in our platform.
Our customer agreements typically include performance guarantees and service level standards that obligate us to 18 provide credits in the event of a significant disruption in our platform.
We often compete 18 with other vendors of financial automation software, and we also compete with large, well-established, enterprise application software vendors whose software contains components that compete with our platform.
We often compete with other vendors of financial automation software, and we also compete with large, well-established, enterprise application software vendors whose software contains components that compete with our platform.
Some of the important factors that may cause our revenue, operating results and cash flows to fluctuate from quarter to quarter include: • our ability to attract new customers and retain and increase sales to existing customers; • the amount and timing of operating costs and capital expenditures; • the number of new employees added; • the rate of expansion and productivity of our sales force; • the length of sales cycles and the timing of large contracts; • changes in our or our competitors’ pricing policies; 21 • new products, features or functionalities introduced by us and our competitors; • significant security breaches, technical difficulties or interruptions to our platform; • the timing of customer payments and payment defaults by customers; • general economic conditions that may adversely affect either our customers’ ability or willingness to purchase additional products or services, delay a prospective customer’s purchasing decision or affect customer retention, including the macroeconomic environment, uncertainty in the financial services market, inflation, fluctuating interest rates or geopolitical events; • the impact and timing of expenses related to restructuring actions or other employee terminations that may result in severance expense; • changes in foreign currency exchange rates; • the impact of new accounting pronouncements; • the impact and timing of taxes or changes in tax law; • the timing and the amount of grants or vesting of equity awards to employees; • seasonality of our business; and • changes in customer budgets and buying patterns.
Some of the important factors that may cause our revenue, operating results and cash flows to fluctuate from quarter to quarter include: • our ability to attract new customers and retain and increase sales to existing customers; • the amount and timing of operating costs and capital expenditures; • the number of new employees added; • the rate of expansion and productivity of our sales force; • the length of sales cycles and the timing of large contracts; • changes in our or our competitors’ pricing policies; • new products, features or functionalities introduced by us and our competitors; • significant security breaches, technical difficulties or interruptions to our platform; • the timing of customer payments and payment defaults by customers; • general economic conditions that may adversely affect either our customers’ ability or willingness to purchase additional products or services, delay a prospective customer’s purchasing decision or affect customer retention, including the macroeconomic environment, uncertainty in the financial services market, inflation, fluctuating interest rates, tariffs and other non-tariff trade barriers, or geopolitical events; • the impact and timing of expenses related to restructuring actions or other employee terminations that may result in severance expense; • changes in foreign currency exchange rates; • the impact of new accounting pronouncements; • the impact and timing of taxes or changes in tax law; • the timing and the amount of grants or vesting of equity awards to employees; • seasonality of our business; and • changes in customer budgets and buying patterns.
The principal factors and uncertainties that make investing in BlackLine risky include, among others: • If we are unable to attract new customers and expand sales to existing customers, our growth could be slower than we expect and our business may be harmed. • Our business and growth depend substantially on customers renewing their subscription agreements with us, and any decline in our customer renewals could adversely affect our operating results. • Economic uncertainty and other unfavorable conditions in our industry or the global economy could limit our ability to grow our business and negatively affect our operating results. • If we fail to manage growth in our operations and organizational change effectively, we may be unable to execute our business plan. • If we are not able to provide successful enhancements, new features or modifications to our software solutions, our business could be adversely affected. • We derive substantially all of our revenues from a limited number of software solutions, and our growth is dependent on their success. • If our relationships with technology vendors and business process outsourcers are not successful, our business and growth may be harmed. • If our security controls are breached or if unauthorized, or inadvertent access to customer, employee or other confidential data is otherwise obtained, our software solutions may be perceived as insecure, we may lose existing customers or fail to attract new customers, our business may be harmed and we may incur significant liabilities. • We depend and rely upon Software as a Service (“SaaS”) applications from third parties to operate our business and provide our software solutions, and interruptions, outages, or performance problems with these technologies may adversely affect our business and operating results. • Our increased focus on the development and use of generative artificial intelligence and machine learning technologies (“AI/ML”) in our platform and our business, as well as our potential failure to effectively implement, use, and market these technologies, may result in reputational harm or liability, or could otherwise adversely affect our business. • Interruptions or performance problems associated with our software solutions, platform and technology may adversely affect our business and operating results. • If our software contains serious errors or defects, we may lose revenue and market acceptance and may incur costs to defend or settle product liability claims. • The market in which we participate is intensely competitive, and if we do not compete effectively, our business and operating results could be harmed. • Our quarterly results may fluctuate, and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially. • We have a history of losses and we may not be able to generate sufficient revenue to achieve or sustain profitability. • The market price of our common stock may be volatile, and you could lose all or part of your investment.
The principal factors and uncertainties that make investing in BlackLine risky include, among others: • If we are unable to attract new customers and expand sales to existing customers, our growth could be slower than we expect and our business may be harmed. • Our business and growth depend substantially on customers renewing their subscription agreements with us, and any decline in our customer renewals could adversely affect our operating results. • Economic uncertainty and other unfavorable conditions in our industry or the global economy could limit our ability to grow our business and negatively affect our operating results. • If we fail to manage growth in our operations and organizational change effectively, we may be unable to execute our business plan. • If we are not able to provide successful enhancements, new features or modifications to our software solutions, our business could be adversely affected. 12 • We derive substantially all of our revenues from a limited number of software solutions, and our growth is dependent on their success. • If our relationships with technology vendors and business process outsourcers are not successful, our business and growth may be harmed. • If our security controls are breached or if unauthorized, or inadvertent access to customer, employee or other confidential data is otherwise obtained, our software solutions may be perceived as insecure, we may lose existing customers or fail to attract new customers, our business may be harmed and we may incur significant liabilities. • We depend and rely upon Software as a Service (“SaaS”) applications from third parties to operate our business and provide our software solutions, and interruptions, outages, or performance problems with these technologies may adversely affect our business and operating results. • Our increased focus on the development and use of generative artificial intelligence and machine learning technologies (“AI/ML”) in our platform and our business, or any potential failure to effectively implement, use, and market these technologies, may result in reputational harm or liability, or could otherwise adversely affect our business. • Interruptions or performance problems associated with our software solutions, platform and technology may adversely affect our business and operating results. • If our software contains serious errors or defects, we may lose revenue and market acceptance and may incur costs to defend or settle product liability claims. • The market in which we participate is intensely competitive, and if we do not compete effectively, our business and operating results could be harmed. • Our quarterly results may fluctuate, and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially. • We may not be able to sustain or increase profitability in the future. • The market price of our common stock may be volatile, and you could lose all or part of your investment.
We expect our costs to increase in future periods as we continue to expend substantial financial and other resources on: • development of our cloud-based platform, including investments in research and development, product innovation, including AI/ML technologies, to expand the features and functionality of our software solutions and improvements to the scalability and security of our platform; • sales and marketing, including expansion of our direct sales force and enabling the selling of a wider breadth of specialized products and our relationships with technology vendors, professional services firms, business process outsourcers and resellers; • additional international expansion in an effort to increase our customer base and sales; and • general administration, including legal, accounting and other expenses related to being a public company.
We expect our costs to increase in future periods as we continue to expend substantial financial and other resources on: • development of our cloud-based platform, including investments in research and development, product innovation, including AI/ML technologies, to expand the features and functionality of our software solutions and improvements to the scalability and security of our platform; • sales and marketing, including expansion of our direct sales force and enabling the selling of a wider breadth of specialized products and our relationships with technology vendors, professional services firms, business process outsourcers and resellers; • additional international expansion in an effort to increase our customer base and sales; and • general administration, including legal, accounting, and other expenses.
The success of enhancements, new products and 14 solutions depends on several factors, including timely completion, introduction and market acceptance.
The success of enhancements, new products and solutions depends on several factors, including timely completion, introduction and market acceptance.
Compliance with applicable laws and regulations relating to privacy, data protection, and cybersecurity may require changes in our services, business practices, or internal systems that result in increased costs, lower revenue, reduced efficiency, or negative effects on our ability to attract and retain customers in certain industries and foreign countries , which could adversely affect our business.
Compliance with applicable laws and regulations relating to privacy, data protection, cybersecurity, and cloud offerings generally may require changes in our services, practices, or internal systems that result in increased costs, lower revenue, reduced efficiency, or negative effects on our ability to attract and retain customers in certain industries and foreign countries , which could adversely affect our business.
We operate in a rapidly evolving industry focused on modernizing financial and accounting operations. Some of our solutions are relatively new and have been developed to respond to an increasingly global and complex business environment with more rigorous regulatory standards. Additionally, some of our solutions now incorporate AI-enabled features.
We operate in a rapidly evolving industry focused on modernizing financial and accounting operations. Some of our solutions are relatively new and have been developed to respond to an increasingly global and complex business environment with more rigorous regulatory standards. Additionally, some of our solutions now incorporate AI-enabled features, such as AI agents.
Actual or alleged f ailure to comply with the GDPR or the UK GDPR can result in private lawsuits, reputational damage, loss of customers, and regulatory enforcement actions, which can result in significant fines, including, under the GDPR, fines of up to EUR 20 million (or GBP 17.5 million under the UK GDPR) or four percent (4%) of global revenue, whichever is greater.
Actual or alleged failure to comply with the GDPR or the UK GDPR can result in private lawsuits, reputational damage, loss of customers, and regulatory enforcement actions, which can result in significant fines, including, under the GDPR, fines of up to EUR 20 million (or GBP 17.5 million under the UK GDPR) or four percent (4%) of global revenue, whichever is greater.
There can be no assurance that we will realize the desired or anticipated benefits from AI/ML, or at all, and we may fail to properly implement or market our AI/ML solutions and features.
There can be no assurance that we will realize the desired or anticipated benefits from AI/ML, or at all, and we may fail to effectively implement or market our AI/ML solutions and features.
In addition, our growth rates may be impacted by changing customer preferences, such as customer preference for platform offerings that unify upstream and downstream activities versus less broadly-focused solutions, increased competition across many of our product offerings, and diversion of IT budgets toward other technologies and priorities.
In addition, our growth rates may be impacted by changing customer preferences, such as customer preference for solutions that unify upstream and downstream activities versus less broadly-focused solutions, increased competition across many of our product offerings, customer insourcing of functionality, and diversion of IT budgets toward other technologies and priorities.
We must continue to meet changing expectations and requirements of our customers and, because our platform is designed to operate on a variety of systems, we need to continuously modify and enhance our solutions to keep pace with changes in internet-related hardware and other software, communication, browser and database technologies.
We must continue to meet changing expectations and requirements of our customers and, because our platform is designed to operate on a variety of systems, we need to continuously modify and enhance our solutions to keep pace with changes in internet-related hardware, AI/ML advancements, and other software, communication, browser and database technologies.
Additionally, as AI/ML capabilities continue to evolve, our customers and potential customers may leverage AI/ML to develop their own solutions that could reduce or eliminate the need for our solutions.
Additionally, as AI/ML capabilities continue to evolve, our customers and potential customers may leverage AI/ML to develop their own solutions, including AI agents, that could reduce or eliminate the need for our solutions.
It also requires due diligence on third-party ICT service providers and the inclusion of specific provisions in ICT service agreements. DORA took effect on January 17, 2025, and compliance with the regulation may require changes in our services and may require us to incur significant costs.
It also requires due diligence on third-party ICT service providers and the inclusion of specific provisions in ICT service agreements. DORA took effect on January 17, 2025, and compliance with the regulation may require changes in our services and related policies and practices and may require us to incur significant costs.
We derived approximately 30%, 28%, and 29% of our revenues from sales outside the U.S. during the years ended December 31, 2024, 2023, and 2022, respectively. Any international expansion efforts that we may undertake, including acquisitions of businesses outside the U.S., may not be successful.
We derived approximately 31%, 30%, and 28% of our revenues from sales outside the U.S. during the years ended December 31, 2025, 2024, and 2023, respectively. Any international expansion efforts that we may undertake, including acquisitions of businesses outside the U.S., may not be successful.
Our compliance efforts are further complicated by the fact that laws and regulations relating to privacy, data protection, and cybersecurity around the world are rapidly evolving, may be subject to uncertain or inconsistent interpretations and enforcement, and may conflict among various jurisdictions.
Our compliance efforts are further complicated by the fact that laws and regulations relating to privacy, data protection, cybersecurity, and cloud offerings generally around the world are rapidly evolving, may be subject to uncertain or inconsistent interpretations and enforcement, and may conflict among various jurisdictions.
As the regulatory focus on privacy, data protection, and cybersecurity intensifies worldwide, and jurisdictions increasingly consider and adopt laws and regulations relating to these matters, the potential risks related to processing personal data by our business may grow.
As the regulatory focus on privacy, data protection, cybersecurity, and cloud offerings generally intensifies worldwide, and jurisdictions increasingly consider and adopt laws and regulations relating to these matters, the potential risks related to processing personal data by our business may grow.
The sales cycle for our global enterprise customers is generally longer than that of our mid-size customers. In addition, the length of the sales cycle tends to increase for larger contracts and for more complex, strategic products like Intercompany Financial Management.
The sales cycle for our global enterprise customers is generally longer than that of our mid-size customers. In addition, the length of the sales cycle tends to increase for larger contracts and for more complex, strategic products like our Intercompany solutions.
We may have difficulty attracting potential customers that rely on inexpensive tools such as Excel, or that have already invested substantial personnel and financial resources to integrate internally-developed or other 12 software solutions into their businesses, as such organizations may be reluctant or unwilling to invest in a new product.
We may have difficulty attracting potential customers that rely on widely-available and inexpensive software tools, or that have already invested substantial personnel and financial resources to integrate internally-developed or other software solutions into their businesses, as such organizations may be reluctant or unwilling to invest in a new product.
We have incorporated and may continue to incorporate AI/ML solutions and features into our platform and otherwise within our business, which may create additional cybersecurity risks or increase cybersecurity risks, including risks of security breaches and incidents.
We have incorporated and may continue to incorporate AI/ML solutions and features, such as AI agents, into our platform and otherwise within our business, which may create additional cybersecurity risks or increase cybersecurity risks, including risks of security breaches and incidents.
Certain laws intended to prevent network operators from discriminating against the legal traffic that traverse their networks have been implemented in many countries, including across the European Union. Furthermore, favorable laws may change, including for example, in the United States where net neutrality regulations were recently repealed.
Certain laws intended to prevent network operators from discriminating against the legal traffic that traverse their networks have been implemented in many countries, including across the European Union. Furthermore, favorable laws may change, including for example, in the U.S. where net neutrality regulations were recently repealed.
More generally, uncertainty may continue about the legal requirements for transferring customer personal data to and from the EEA, UK, Switzerland, and other regions, an integral process of our business.
More generally, uncertainty may continue about the legal requirements for transferring customer personal data to and from the EEA, UK, Switzerland, and other regions, a process integral to our business.
For example, macroeconomic trends and changing customer preferences have impacted and may continue to impact our renewal rate.
For example, macroeconomic trends and changing customer preferences of our customers have impacted and may continue to impact our renewal rate.
As of December 31, 2024, we had $230.2 million aggregate principal amount of our 0.00% Convertible Senior Notes due in 2026 (the “2026 Notes”) and $675.0 million aggregate principal amount of our 1.00% Convertible Senior Notes due in 2029 (the “2029 Notes” and, together with the 2026 Notes, the “Notes” or “convertible senior notes”) outstanding.
At December 31, 2025, we had $230.2 million aggregate principal amount of our 0.00% Convertible Senior Notes due in 2026 (the “2026 Notes”) and $675.0 million aggregate principal amount of our 1.00% Convertible Senior Notes due in 2029 (the “2029 Notes” and, together with the 2026 Notes, the “Notes” or “convertible senior notes”) outstanding.
In addition, deterioration in general economic conditions in the U.S. or worldwide, including as a result of uncertainty in the financial markets, fluctuating inflation or interest rates, or uncertainty in the financial services markets associated with geopolitical events and political uncertainty, such as war and political and social upheaval in certain regions of the world, may also cause our customers to reduce their overall information technology spending, and such reductions may disproportionately affect software solutions like ours to the extent customers view our solutions as discretionary.
Deterioration in general economic conditions in the U.S. or worldwide, including as a result of uncertainty in the financial markets, fluctuating inflation or interest rates, the imposition of tariffs and non-tariff trade barriers, or uncertainty in the financial services markets associated with geopolitical events and political uncertainty, such as war and political and social upheaval in certain regions of the world, may also cause our customers to reduce their overall information technology spending, and such reductions may disproportionately affect software solutions like ours to the extent customers view our solutions as discretionary.
These risks include: • localization of our solutions, including translation into foreign languages and adaptation for local practices and regulatory requirements; • lack of familiarity and burdens of complying with foreign laws, legal standards, regulatory requirements, tariffs and other barriers; • changes in legal and regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions, such as sanctions against Russia in response to the war in Ukraine; • differing technology standards; • longer accounts receivable payment cycles and difficulties in collecting accounts receivable; • difficulties in managing and staffing international operations and differing employer/employee relationships; • fluctuations in exchange rates that may increase the volatility of our foreign-based revenue; • potentially adverse tax consequences, including the complexities of foreign value-added tax (or other tax) systems and restrictions on the repatriation of earnings; • uncertain political and economic climates, including the significant volatility in the global financial markets and increasing inflation; • the impact of natural disasters, climate change, geopolitical events and political uncertainty, including war and political and social upheaval in certain regions in the world, and public health pandemics, on employees, customers, partners, third-party contractors, travel and the global economy; and • reduced or varied protection for intellectual property rights in some countries.
These risks include: • localization of our solutions, including translation into foreign languages and adaptation for local practices and regulatory requirements, including, without limitation, data residency and cloud sovereignty requirements; • lack of familiarity and burdens of complying with foreign laws, legal standards, regulatory requirements, tariffs and other barriers; • changes in legal and regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions; • differing technology standards; • longer accounts receivable payment cycles and difficulties in collecting accounts receivable; • difficulties in managing and staffing international operations and differing employer/employee relationships; • fluctuations in exchange rates that may increase the volatility of our foreign-based revenue; • potentially adverse tax consequences, including the complexities of foreign value-added tax (or other tax) systems and restrictions on the repatriation of earnings; 27 • uncertain political and economic climates, including the significant volatility in the global financial markets and increasing inflation; • the impact of natural disasters, climate change, geopolitical events and political uncertainty, including war and political and social upheaval in certain regions in the world, and public health pandemics, on employees, customers, partners, third-party contractors, travel and the global economy; and • reduced or varied protection for intellectual property rights in some countries.
The majority of our research and development activities, corporate headquarters, information technology systems and other critical business operations are located in California, which has experienced, and is projected to continue to experience, major earthquakes, floods, droughts, heat waves, wildfires, and power shutoffs associated with wildfire prevention.
A significant portion of our research and development activities, corporate headquarters, information technology systems and other critical business operations are located in California, which has experienced, and is projected to continue to experience, major earthquakes, floods, droughts, heat waves, wildfires, and power shutoffs associated with wildfire prevention.
The market price of our common stock since our initial public offering has been and may continue to be subject to wide fluctuations in response to various factors, some of which are beyond our control and may not be related to our operating performance.
The market price of our common stock has been and may continue to be subject to wide fluctuations in response to various factors, some of which are beyond our control and may not be related to our operating performance.
Any failure or perceived failure to comply with applicable laws or regulations relating to privacy, data protection, or cybersecurity may adversely affect our business. Privacy, data protection, and cybersecurity have become significant issues in the U.S., Europe, and in many other jurisdictions where we offer our products.
Any failure or perceived failure to comply with applicable laws or regulations relating to privacy, data protection, or cybersecurity may harm our reputation and inhibit competitiveness or otherwise adversely affect our business. Privacy, data protection, and cybersecurity have become significant issues in the U.S., Europe, and in many other jurisdictions where we offer our products.
We currently maintain offices and/or have personnel in Australia, Canada, France, Germany, India, Japan, Mexico, the Netherlands, Poland, Romania, Singapore, and the United Kingdom, and we intend to build out our international operations. We have also executed several acquisitions and strategic transactions as part of our ongoing international expansion strategy.
We currently maintain offices and/or have personnel outside the U.S., including, without limitation, in Australia, Canada, France, Germany, India, Japan, Mexico, the Netherlands, Poland, Romania, Singapore, and the United Kingdom, and we intend to build out our international operations. We have also executed several acquisitions and strategic transactions as part of our ongoing international expansion strategy.
Other countries have passed or are considering passing laws imposing varying degrees of restrictive data residency requirements, which have created additional costs and complexity, and any new requirements may result in additional costs and complexity. In addition, the UK has established its own domestic regime with the UK GDPR and amendments to the Data Protection Act.
Countries have passed, or are considering passing, laws imposing varying degrees of restrictive data residency or cloud sovereignty requirements, which have created or could create additional costs and complexity, and any new requirements may result in additional costs and complexity. 28 In addition, the UK has established its own domestic regime with the UK GDPR and amendments to the Data Protection Act.
In the event the conditional conversion feature of any series of Notes is triggered, holders of the Notes of such series will be entitled under the applicable indenture governing the Notes to convert such Notes at any time during the specified periods at their option.
In the event the conditional conversion feature of any series of Notes is triggered, holders of the Notes of such series will be entitled under the applicable indenture governing the Notes to convert such Notes at any time during the specified periods at their option. At December 31, 2025, the conditional conversion feature of the 2029 Notes was not triggered.
The AI Act may impact the development and adoption of our AI/ML solutions in Europe. Additionally, several U.S. states have proposed, and in certain cases have enacted, legislation imposing obligations in connection with the development or use of, or otherwise regulating, AI/ML technologies. Other countries also are contemplating laws regulating AI/ML technologies.
Additionally, several U.S. states have proposed, and in certain cases have enacted, legislation imposing obligations in connection with the development or use of, or otherwise regulating, AI/ML technologies. Other countries also are contemplating laws regulating AI/ML technologies.
Trade protection measures, retaliatory actions, tariffs and increased barriers, policies favoring domestic industries, or increased import or export licensing requirements or restrictions, such as trade sanctions against Russia in response to the war in Ukraine, could have a negative effect on the overall macro economy and our customers, and our ability to sell to certain customers, which could have an adverse impact on our operating results.
Trade protection measures, retaliatory actions, tariffs and increased barriers, policies favoring domestic industries, or increased import or export licensing requirements or restrictions could have a negative effect on the overall macro economy and our customers, and our ability to sell to certain customers, which could have an adverse impact on our operating results.
Our Customer Data Platform is built on Snowflake for Financial Close & Consolidation, Invoice to Cash, and Intercompany solutions, allowing customers to access their data, reports, and integrations. We may also need to divert resources away from other important business operations, which could harm our business and growth.
Our Customer Data Platform is built on Snowflake for Financial Close & Consolidation, Invoice-to-Cash, and Intercompany solutions, allowing customers to access their data, reports, and integrations. We may also need to divert resources away from other important business operations, which could harm our business and growth. We do not control the operation of our public cloud providers.
In addition, we may be unable to manage our expenses effectively in the future, which may negatively impact our gross margins or operating expenses and cause us to realign resources in order to improve operational efficiency, which may include a slowdown in hiring or reduction in force, such as workforce reductions we initiated in December 2022 and August 2023.
In addition, we may be unable to manage our expenses effectively in the future, which may negatively impact our gross margins or operating expenses and cause us to realign resources in order to improve operational efficiency, which may include a slowdown in hiring or reduction in force, such as workforce reductions we have undertaken from time to time.
However, the DPF has been subject to a legal challenge, and it, the UK DPF Extension, and the Swiss-U.S. DPF may be subject to legal challenges in the future from privacy advocacy groups or others.
However, the DPF has been subject to a legal challenge, and it, the UK DPF Extension, and the Swiss-U.S. DPF may be subject to legal challenges in the future.
If these services become unavailable due to extended outages, interruptions, or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted and our processes for managing sales of our solutions and supporting our customers could be impaired until equivalent services, if available, are identified, obtained, and implemented, all of which could adversely affect our business. 25 If we are unable to develop and maintain successful relationships with resellers, our business, operating results and financial condition could be adversely affected.
If these services become unavailable due to extended outages, interruptions, or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted and our processes for managing sales of our solutions and supporting our customers could be impaired until equivalent services, if available, are identified, obtained, and implemented, all of which could adversely affect our business.
Renewal rates may decline or fluctuate as a result of a variety of factors, including satisfaction or dissatisfaction with our software or professional services, our pricing or pricing structure or changes in pricing structures, the pricing or capabilities of products or services offered by our competitors, the effects of economic conditions, or reductions in our customers’ budgets and spending levels.
Renewal rates may decline or fluctuate as a result of a variety of factors, including satisfaction or dissatisfaction with our software or professional services, our pricing or pricing model or changes in pricing models, the pricing or capabilities of products or services offered by our competitors, strategic shifts in our focus on particular markets and customers, the effects of economic conditions, or reductions in our customers’ budgets and spending levels.
In addition, to the extent that fluctuations in currency exchange rates cause our results of operations to differ from our expectations or the expectations of our investors, the trading price of our common stock could be adversely affected. We do not currently maintain a program to hedge exposures in foreign currencies.
In addition, to the extent that fluctuations in currency exchange rates cause our results of operations to 24 differ from our expectations or the expectations of our investors, the trading price of our common stock could be adversely affected. We have implemented a program to hedge exposures to fluctuations in foreign currencies, including the use of foreign currency forward contracts.
If we fail to attract new customers or maintain and expand those customer relationships, our revenues will grow more slowly than expected and our business will be harmed. Our growth also depends upon our ability to add users and sell additional products to our existing customers.
If we fail to attract new customers or maintain and expand those customer relationships, our revenues will grow more slowly than expected and our business will be harmed. As we move to a platform model, our growth depends upon our ability to sell additional products and increase usage from our existing customers.
We rely on GCP, Azure, AWS, Snowflake, and third-party data centers (collectively, “public cloud providers”) to deliver our cloud-based software solutions, and any disruption of our use of public cloud providers could negatively impact our operations and harm our business.
We rely on Google Cloud Platform (“GCP”), Microsoft Azure (“Azure”), Amazon Web Services (“AWS”), Snowflake, and third-party data centers (collectively, “public cloud providers”) to deliver our cloud-based software solutions, and any disruption of our use of public cloud providers could negatively impact our operations and harm our business.
Additionally, corporate cost-cutting and tighter budgets could reduce the rate of spending on accounting, finance, and information technology. This could affect our customers’ ability or willingness to purchase our cloud platform, delay purchasing decisions, reduce the value or duration of their subscription contracts, or increase attrition rates, all of which would adversely affect our operating results.
This could affect our customers’ ability or willingness to purchase our cloud platform, delay purchasing decisions, reduce the value or duration of their subscription contracts, or increase attrition rates, all of which would adversely affect our operating results.
If our quarterly financial results fall below the expectations of investors or any securities analysts who may follow our stock, the price of our common stock could decline substantially.
Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control. If our quarterly financial results fall below the expectations of investors or any securities analysts who may follow our stock, the price of our common stock could decline substantially.
Our revenues could be significantly affected if we suffer unscheduled downtime that exceeds the allowed downtimes under our agreements with our customers. Any extended service outages could adversely affect our reputation, revenues and operating results.
Our revenues could be significantly affected if we suffer unscheduled downtime that exceeds the allowed downtimes under our agreements with our customers. Any extended service outages could adversely affect our reputation, revenues and operating results. Risks Related to Our Financial Performance or Results We may not be able to sustain or increase profitability in the future.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn February 2024, the Board formed a standing Technology and Cybersecurity Committee, which is comprised of independent members of the Board and assists the Board in fulfilling its oversight responsibilities with respect to risks relating to our information security, data privacy and disaster recovery capabilities.
Biggest changeIn February 2024, the Board formed a standing Technology and Cybersecurity Committee, which is comprised of independent members of the Board and assists the Board in fulfilling its oversight responsibilities with respect to risks relating to our information security, data privacy and disaster recovery capabilities. 38 A key part of our strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of our processes and practices through auditing, assessments, tabletop exercises, and other exercises focused on evaluating effectiveness.
Our cybersecurity program includes: • Vigilance: We maintain a global cybersecurity threat operation that endeavors to detect, contain, and respond to cybersecurity threats and incidents in a prompt and effective manner with the goal of minimizing disruptions to the business. 36 • Collaboration: We have established collaboration mechanisms with public and private entities, including intelligence and enforcement agencies, industry groups, and third-party service providers to identify and assess cybersecurity risks. • Systems Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion detection systems, anti-malware functionality, access controls, and ongoing vulnerability assessments. • Third-Party Management: We maintain a risk-based approach to identifying and overseeing cybersecurity risks with respect to third parties, including third parties who provide solutions we rely upon for our security measures.
Our cybersecurity program includes: • Vigilance: We maintain a global cybersecurity threat operation that endeavors to detect, contain, and respond to cybersecurity threats and incidents in a prompt and effective manner with the goal of minimizing disruptions to the business. • Collaboration: We have established collaboration mechanisms with public and private entities, including intelligence and enforcement agencies, industry groups, and third-party service providers to identify and assess cybersecurity risks. • Systems Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion detection systems, anti-malware functionality, access controls, and ongoing vulnerability assessments. • Third-Party Management: We maintain a risk-based approach to identifying and overseeing cybersecurity risks with respect to third parties, including third parties who provide solutions we rely upon for our security measures.
She leads a team of 37 information security professionals, and works in coordination with the Chief Information Officer, the Chief Legal and Administrative Officer, the Chief Technology Officer, the Senior Vice President, Cloud Engineering and Operations, and other members of management.
She leads a team of information security professionals, and works in coordination with the Chief Information Officer, the Chief Legal and Administrative Officer, the Chief Technology Officer, the Senior Vice President, Cloud Engineering and Operations, and other members of management.
Our cybersecurity policies and practices are designed with the cybersecurity framework of the National Institute of Standards and Technology and certain other applicable industry standards in mind, and BlackLine maintains an information security management system, which is certified against certain international standards, such as ISO 27001 and ISO 27017.
Our cybersecurity policies and practices are designed with the cybersecurity framework of the National Institute of Standards and Technology and certain other applicable industry standards in mind, and BlackLine maintains an information security management system that is certified against certain international standards, such as ISO 27001 and ISO 27017.
We provide training upon onboarding, and annually thereafter, for all personnel regarding cybersecurity threats, with additional role-based security training as applicable.
We provide training when onboarding, and annually thereafter, for all personnel regarding cybersecurity threats, with additional role-based security training as applicable.
We periodically engage third parties to perform assessments on our cybersecurity measures, including information security maturity assessments and independent reviews of our information security control environment and operating effectiveness.
We periodically engage third parties to perform assessments on our cybersecurity measures, including information security maturity assessments and independent reviews of our information security control environment and operating effectiveness. Based on these findings, we adjust our cybersecurity processes and practices, as necessary.
The results of such assessments and reviews are reported to the Board, the Audit Committee, and the Technology and Cybersecurity Committee, and we make adjustments to our cybersecurity processes and practices as necessary based on the information provided by the third-party assessments and reviews. The Audit Committee and the Technology and Cybersecurity Committee are responsible for oversight relating to cybersecurity.
The results of such assessments and reviews are reported to the Board, the Audit Committee, and the Technology and Cybersecurity Committee. The Audit Committee and the Technology and Cybersecurity Committee are responsible for oversight relating to cybersecurity.
Removed
A key part of our strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of our processes and practices through auditing, assessments, tabletop exercises, and other exercises focused on evaluating effectiveness.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our principal executive offices are located in Woodland Hills, California where we occupy approximately 89,000 square feet of space under a lease that expires in January 2029. We have additional U.S. leased offices in Pleasanton, California; New York, New York; and Westport, Connecticut.
Biggest changeItem 2. Properties Our principal executive offices are located in Woodland Hills, California where we occupy approximately 89,000 square feet of space under a lease that expires in January 2029. We have additional offices in North America, Europe, and the Asia-Pacific region. We believe that our properties are generally suitable to meet our 39 needs for the foreseeable future.
Removed
We also have international office locations in Australia, Canada, France, Germany, India, Japan, the Netherlands, Poland, Romania, Singapore, and the United Kingdom. We believe that our properties are generally suitable to meet our needs for the foreseeable future.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAs of the date of this Annual Report on Form 10-K for the year ended December 31, 2024, we are not a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our results of operations, prospects, cash flows, financial position or brand.
Biggest changeAs of the date of this Annual Report on Form 10-K for the year ended December 31, 2025, we are not a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our results of operations, prospects, cash flows, financial position or brand.
Item 4. Mine Safety Disclosures Not applicable. 38 PART II
Item 4. Mine Safety Disclosures Not applicable. 40 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. As of December 31, 2024, we have not repurchased any shares under the repurchase program. Item 6. [Reserved]
Biggest changeThe timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Item 6. [Reserved]
We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. The repurchase program does not obligate us to acquire any particular amount of our common stock, and it may be suspended at any time in our discretion.
We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our shares under this authorization. The repurchase program does not obligate us to acquire any particular amount of our common stock, and it may be suspended at any time in our discretion.
As discussed above, we have never declared or paid a cash dividend on our common stock and do not anticipate declaring or paying a cash dividend in the foreseeable future. 39 COMPARISON OF CUMULATIVE TOTAL RETURN* *Returns are based on historical results and are not necessarily indicative of future performance. See the disclosure in Part I, Item 1A.
As discussed above, we have never declared or paid a cash dividend on our common stock and do not anticipate declaring or paying a cash dividend in the foreseeable future. 41 COMPARISON OF CUMULATIVE TOTAL RETURN* *Returns are based on historical results and are not necessarily indicative of future performance. See the disclosure in Part I, Item 1A.
The following graph compares (i) the cumulative total stockholder return on our common stock with (ii) the cumulative total return of the S&P 500 Index and (iii) the cumulative total return of the S&P Software & Services Select Industry Index (SPSISS), all over the period from December 31, 2019 through December 31, 2024, assuming the investment of $100 in our common stock and in both of the other indices on December 31, 2019 and the reinvestment of dividends.
The following graph compares (i) the cumulative total stockholder return on our common stock with (ii) the cumulative total return of the S&P 500 Index and (iii) the cumulative total return of the S&P Software & Services Select Industry Index, all over the period from December 31, 2020 through December 31, 2025, assuming the investment of $100 in our common stock and in both of the other indices on December 31, 2020 and the reinvestment of dividends.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for Our Common Stock and Related Stockholder Matters Our common stock trades on the Nasdaq Global Select Market under the symbol “BL”. Holders of Record At February 14, 2025, there were 3 stockholders of record.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for Our Common Stock and Related Stockholder Matters Our common stock trades on the Nasdaq Global Select Market under the symbol “BL”. Holders of Record At February 19, 2026, there were 6 stockholders of record.
The graph uses the closing market price on December 31, 2019 of $51.56 per share as the initial value of our common stock.
The graph uses the closing market price on December 31, 2020 of $133.38 per share as the initial value of our common stock.
Removed
“Risk Factors.” Unregistered Sales of Equity Securities None. Use of Proceeds None. Issuer Purchases of Equity Securities On November 17, 2024, our Board of Directors authorized the repurchase of up to $200.0 million of our common stock. The authorization will expire at the end of the first quarter of fiscal year 2027.
Added
“Risk Factors.” Unregistered Sales of Equity Securities In December 2025, we issued 315,640 shares of our common stock to the founders of WL as partial consideration for the acquisition of WL, of which 220,948 shares are subject to the satisfaction of customary service-based vesting conditions by the applicable recipients.
Added
The issuance of the shares was deemed to be exempt from the registration requirement of the Securities Act in reliance on Section 4(a)(2) of the Securities Act because the issuance of the securities did not involve a public offering. Use of Proceeds None.
Added
Issuer Purchases of Equity Securities The following table presents information with respect to our repurchases of common stock during the quarter ended December 31, 2025 (in thousands, except per share data): Period Total Number of Shares Purchased and Retired (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Program (1) Approximate Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Program (1) October 1 - 31, 2025 455 $ 52.22 455 $ 174,457 November 1 - 30, 2025 98 $ 55.26 98 $ 169,069 December 1 - 31, 2025 80 $ 57.95 80 $ 164,457 Total 633 633 (1) On November 17, 2024, our Board authorized the repurchase of up to $200 million of our common stock.
Added
On September 4, 2025, our Board approved an increase to our stock buyback program of an additional $200 million, for a total overall authorization to repurchase up to $400 million of our common stock.
Added
Our Board also approved the elimination of the expiration date of the program, which was previously set to expire on March 31, 2027. 42 (2) Average price paid per share excludes cash paid for commissions.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe believe that presenting non-GAAP net income (loss) attributable to BlackLine is useful to investors as it eliminates the impact of items that have been impacted by our acquisitions and other related costs to allow a direct comparison of net income (loss) between all periods presented. 46 Reconciliation of Non-GAAP Financial Measures The following table presents a reconciliation of gross profit, gross margin, operating income, operating margin, and net income, the most comparable GAAP measures, to non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, and non-GAAP net income: Year Ended December 31, 2024 2023 (in thousands, except percentages) Non-GAAP Gross Profit: Gross profit $ 491,371 $ 443,203 Amortization of acquired developed technology 13,370 12,438 Stock-based compensation 13,347 12,440 Transaction-related costs 151 478 Total non-GAAP gross profit $ 518,239 $ 468,559 Gross margin 75.2 % 75.1 % Non-GAAP gross margin 79.3 % 79.4 % Non-GAAP Operating Income: Operating income $ 18,536 $ 14,348 Amortization of intangible assets 19,886 20,608 Stock-based compensation 86,097 80,068 Change in fair value of contingent consideration — (33,549) Transaction-related costs 568 5,078 Restructuring costs 1,720 10,964 Total non-GAAP operating income $ 126,807 $ 97,517 GAAP operating margin 2.8 % 2.4 % Non-GAAP operating margin 19.4 % 16.5 % Non-GAAP Net Income Attributable to BlackLine, Inc.: Net income attributable to BlackLine, Inc. $ 161,174 $ 52,833 Benefit from income taxes (50,948) (1,196) Amortization of intangible assets 19,886 20,608 Stock-based compensation 85,654 79,588 Amortization of debt issuance costs 4,486 5,535 Change in fair value of contingent consideration — (33,549) Transaction-related costs 568 5,078 Restructuring costs 1,720 10,964 Adjustment to redeemable non-controlling interest 4,639 5,334 Gain on extinguishment of convertible senior notes (65,112) — Total non-GAAP net income attributable to BlackLine, Inc. $ 162,067 $ 145,195 Results of Operations The following tables set forth selected historical consolidated statements of operations data, which should be read in conjunction with Critical Accounting Estimates, Liquidity and Capital Resources, and Contractual Obligations and Commitments included in this Item 7, as well as Quantitative and Qualitative Disclosures About Market Risk and the Consolidated Financial Statements and Notes thereto included elsewhere in this Annual Report on Form 10-K.
Biggest changeWe believe that presenting non-GAAP net income attributable to BlackLine is useful to investors as it eliminates the impact of items that have been impacted by our acquisitions and other related costs to allow a direct comparison of net income between all periods presented. 48 Reconciliation of Non-GAAP Financial Measures The following table presents a reconciliation of gross profit, gross margin, operating income, operating margin, and net income, the most comparable GAAP measures, to non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, and non-GAAP net income: Year Ended December 31, 2025 2024 (in thousands, except percentages) Non-GAAP Gross Profit: Gross profit $ 527,042 $ 491,371 Amortization of acquired developed technology 12,905 13,370 Stock-based compensation 17,232 13,347 Transaction-related costs 8 151 Total non-GAAP gross profit $ 557,187 $ 518,239 Gross margin 75.2 % 75.2 % Non-GAAP gross margin 79.5 % 79.3 % Non-GAAP Operating Income: Operating income $ 25,552 $ 18,536 Amortization of intangible assets 14,168 19,886 Stock-based compensation 96,325 86,097 Transaction-related costs 4,780 568 Restructuring and legal settlement costs 15,454 1,720 Total non-GAAP operating income $ 156,279 $ 126,807 GAAP operating margin 3.6 % 2.8 % Non-GAAP operating margin 22.3 % 19.4 % Non-GAAP Net Income Attributable to BlackLine, Inc.: Net income attributable to BlackLine, Inc. $ 24,518 $ 161,174 Benefit from income taxes (782) (50,948) Amortization of intangible assets 14,168 19,886 Stock-based compensation 95,850 85,654 Amortization of debt issuance costs 3,394 4,486 Transaction-related costs 4,780 568 Restructuring and legal settlement costs 15,454 1,720 Adjustment to redeemable non-controlling interest (347) 4,639 Gain on extinguishment of convertible senior notes — (65,112) Total non-GAAP net income attributable to BlackLine, Inc. $ 157,035 $ 162,067 Results of Operations The following tables set forth selected historical consolidated statements of operations data, which should be read in conjunction with Critical Accounting Estimates, Liquidity and Capital Resources, and Contractual Obligations and Commitments included in this Item 7, as well as Quantitative and Qualitative Disclosures About Market Risk and the Consolidated Financial Statements and Notes thereto included elsewhere in this Annual Report on Form 10-K. 49 Year Ended December 31, 2025 2024 (in thousands) Revenues Subscription and support $ 662,928 $ 619,287 Professional services 37,499 34,049 Total revenues 700,427 653,336 Cost of revenues Subscription and support 144,038 135,308 Professional services 29,347 26,657 Total cost of revenues 173,385 161,965 Gross profit 527,042 491,371 Operating expenses Sales and marketing 258,930 248,347 Research and development 109,202 100,973 General and administrative 118,732 121,795 Restructuring costs 14,626 1,720 Total operating expenses 501,490 472,835 Income from operations 25,552 18,536 Other income (expense) Interest income 32,825 49,808 Interest expense (10,149) (8,758) Gain on extinguishment of convertible senior notes — 65,112 Other income, net 22,676 106,162 Income before income taxes 48,228 124,698 Provision for (benefit from) income taxes 20,971 (43,067) Net income 27,257 167,765 Net income attributable to redeemable non-controlling interest 3,086 1,952 Adjustment attributable to redeemable non-controlling interest (347) 4,639 Net income attributable to BlackLine, Inc. $ 24,518 $ 161,174 Revenues Year Ended December 31, Change 2025 2024 $ % (in thousands, except percentages) Subscription and support $ 662,928 $ 619,287 $ 43,641 7 % Professional services 37,499 34,049 3,450 10 % Total revenues $ 700,427 $ 653,336 $ 47,091 7 % Year Ended December 31, 2025 2024 Dollar-based net revenue retention rate 105 % 102 % Platform pricing ARR as a percentage of eligible ARR 11 % — Number of customers 4,394 4,443 The increase in revenues for the year ended December 31, 2025, compared to the year ended December 31, 2024, was primarily driven by revenue from product expansion from existing customers and bookings from new customers.
General and administrative. General and administrative expenses consist primarily of personnel costs associated with our executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional fees, other corporate-related expenses and allocated overhead.
General and administrative expenses consist primarily of personnel costs associated with our executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional fees, other corporate-related expenses and allocated overhead.
Partner referral fees are deferred and then amortized on a straight-line basis over a period ranging from one year to five years. Deferred customer acquisition costs and partner referral fees are included within other assets on the consolidated balance sheets. There were no impairment losses in relation to the costs capitalized for the periods presented.
Partner referral fees are deferred and then amortized on a straight-line basis over a period ranging from one year to five years. Deferred customer acquisition costs and partner referral fees are included within other assets in the consolidated balance sheets. There were no impairment losses in relation to the costs capitalized for the periods presented.
Net Cash Provided By (Used In) Financing Activities For the year ended December 31, 2024, cash used in financing activities was $500.1 million, primarily as a result of the following: • $848.5 million for the partial repurchase of the 2026 Notes; • $250.0 million for the repayment of the 2024 Notes with cash on hand; • $59.7 million for the purchase of the associated Capped Calls for the 2029 Notes; and • $17.5 million for acquisitions of common stock for tax withholding obligations; partially offset by • $662.0 million of proceeds, net of debt issuance costs, from the issuance of the 2029 Notes; • $7.6 million of proceeds from exercises of stock options; and • $7.0 million of proceeds from the employee stock purchase plan.
For the year ended December 31, 2024, cash used in financing activities was $500.1 million, primarily as a result of the following: • $848.5 million for the partial repurchase of the 2026 Notes; • $250.0 million for the repayment of the 2024 Notes with cash on hand; • $59.7 million for the purchase of the associated Capped Calls for the 2029 Notes; and • $17.5 million for acquisitions of common stock for tax withholding obligations; partially offset by • $662.0 million of proceeds, net of debt issuance costs, from the issuance of the 2029 Notes; • $7.6 million of proceeds from exercises of stock options; and • $7.0 million of proceeds from the employee stock purchase plan.
Capitalized Software Costs We account for the costs of computer software obtained or developed for internal use in accordance with Accounting Standards Codification 350 , Intangibles—Goodwill and Other . We capitalize certain implementation costs incurred in a hosting arrangement that is a service contract. These capitalized costs exclude training costs, project management costs, and data migration costs.
Capitalized Software Costs We account for the costs of computer software obtained or developed for internal use in accordance with Accounting Standards Codification 350 , Intangibles—Goodwill and Other . We capitalize certain implementation costs incurred in a hosting arrangement that is a service contract. These capitalized costs exclude training costs, 57 project management costs, and data migration costs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion of our financial condition and results of operations should be read together with the financial statements and the related notes set forth in Item 8, “Financial Statements and Supplementary Data.” The following discussion also contains forward-looking statements, which are based upon current plans, expectations, 40 and beliefs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion of our financial condition and results of operations should be read together with the financial statements and the related notes set forth in Item 8, “Financial Statements and Supplementary Data.” The following discussion also contains forward-looking statements, which are based upon current plans, expectations, and beliefs.
Repurchases may be made from time to time through open market repurchases or through privately-negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as 52 amended.
Repurchases may be made from time to time through open market repurchases or through privately-negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
We invoice customers for our consulting services on a time-and-materials basis and recognize that revenue as services are performed. A limited number of our customers are provided professional services for a fixed fee which we invoice in advance and is initially recorded as deferred revenue and recognized on a proportional-performance basis as the services are rendered.
We invoice customers for our consulting services 43 on a time-and-materials basis and recognize that revenue as services are performed. A limited number of our customers are provided professional services for a fixed fee, for which we invoice in advance. The fee is initially recorded as deferred revenue and recognized on a proportional-performance basis as the services are rendered.
Non-GAAP income (loss) from operations is defined as GAAP income (loss) from operations adjusted for amortization of intangible assets, stock-based compensation, change in fair value of contingent consideration, transaction-related costs, legal settlement gains or costs, and restructuring costs. Non-GAAP operating margin is defined as non-GAAP income (loss) from operations divided by GAAP revenues.
Non-GAAP income from operations is defined as GAAP income from operations adjusted for amortization of intangible assets, stock-based compensation, change in fair value of contingent consideration, transaction-related costs, restructuring costs, and legal settlement gains or costs. Non-GAAP operating margin is defined as non-GAAP income from operations divided by GAAP revenues.
For the year ended December 31, 2024, cash provided by operating activities was $190.8 million, resulting from net income of $167.8 million, net cash flow provided by changes in our operating assets and liabilities of $16.8 53 million, and net non-cash expenses of $6.3 million.
For the year ended December 31, 2024, cash provided by operating activities was $190.8 million, resulting from net income of $167.8 million, net cash flow provided by changes in our operating assets and liabilities of $16.8 million, and net non-cash expenses of $6.3 million.
We believe that presenting non-GAAP gross profit and non-GAAP gross margin is useful to investors as it eliminates the impact of certain non-cash expenses and allows a direct comparison between periods. Non-GAAP Income (Loss) from Operations and Non-GAAP Operating Margin .
We believe that presenting non-GAAP gross profit and non-GAAP gross margin is useful to investors as it eliminates the impact of certain non-cash expenses and allows a direct comparison between periods. Non-GAAP Income from Operations and Non-GAAP Operating Margin .
Under the liability method, deferred taxes are determined 44 based on the temporary differences between the financial statement and tax bases of assets and liabilities, using tax rates expected to be in effect during the years in which the bases differences are expected to reverse.
Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities, using tax rates expected to be in effect during the years in which the bases differences are expected to reverse.
Refer to “Note 11 - Convertible Senior Notes” for additional information. We do not expect interest expense to fluctuate significantly over the next 12 months as the interest rates on our Notes are fixed.
Refer to “Note 11 - Convertible Senior 52 Notes” for additional information. We do not expect interest expense to fluctuate significantly over the next 12 months as the interest rates on our Notes are fixed.
Net Cash Provided By (Used In) Investing Activities Our investing activities consist primarily of investments in, and maturities and sales of marketable securities, capitalized software development costs, acquisitions of business entities, and capital expenditures for property and equipment.
Net Cash Provided By (Used In) Investing Activities Our investing activities consist primarily of investments in, and maturities and sales of marketable securities, capitalized software development costs, business acquisitions, and capital expenditures for property and equipment.
Diluted non-GAAP net income (loss) per share attributable to BlackLine, Inc. includes the adjustment for shares resulting from the elimination of stock-based compensation.
Diluted non-GAAP net income per share attributable to BlackLine, Inc. includes the adjustment for shares resulting from the elimination of stock-based compensation.
We believe that presenting non-GAAP income (loss) from operations and non-GAAP operating margin is useful to investors as it eliminates the impact of items that have been impacted by 45 our acquisitions and other related costs in order to allow a direct comparison of income (loss) from operations between all periods presented.
We believe that presenting non-GAAP income from operations and non-GAAP operating margin is useful to investors as it eliminates the impact of items that have been impacted by our acquisitions and other related costs in order to allow a direct comparison of income from operations between all periods presented.
We engage the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in business combinations. Contingent consideration payable in cash arising from business combinations is recorded at fair value as a liability on the acquisition date and remeasured at each reporting date.
We engage the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in business combinations. Contingent consideration, if any, payable in cash arising from business combinations is recorded at fair value as a liability on the acquisition date and remeasured at each reporting date.
Our ability to maximize the lifetime value of our customer relationships will depend, in part, on the willingness of customers to purchase additional user licenses and products from us. We rely on our sales and customer success teams to support and grow our existing customers by maintaining high customer satisfaction and educating customers on the value all our products provide.
Our ability to maximize the lifetime value of our customer relationships will depend, in part, on the willingness of the customer to purchase additional licenses and products from us. We rely on our customer success and sales teams to support and grow our existing customers by maintaining high customer satisfaction and educating the customer on the value our products provide.
We have never paid a material claim, nor have we been sued in connection with these indemnification arrangements. At December 31, 2024, we have not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements is not probable or reasonably estimable.
We have never paid a material claim, nor have we been sued in connection with these indemnification arrangements. At December 31, 2025, we have not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements is not probable or reasonably estimable.
In connection with the offering of the 2029 Notes, we entered into privately-negotiated capped call transactions (the “2029 Capped Calls” and together with the 2026 Capped Calls, the “Capped Calls”) with certain counterparties covering, subject to anti-dilution adjustments, approximately 9.9 million shares of our common stock and are generally expected to offset the potential economic dilution of our common stock upon any conversions of the 2029 Notes up to the initial cap price.
In connection with the offering of the 2029 Notes, we entered into privately-negotiated capped call transactions (the “2029 Capped Calls” and together with the 2026 Capped Calls (as defined below), the “Capped Calls”) with certain counterparties covering, subject to anti-dilution adjustments, approximately 9.9 million shares of our common stock, and are generally expected to offset the potential economic dilution of our common stock upon any conversions of the 2029 Notes up to the initial cap price.
However, where an existing customer requests its invoice be divided for the sole purpose of restructuring its internal billing arrangement without any incremental increase in revenue, such customer continues to be treated as a single customer. For the years ended December 31, 2024, 2023, and 2022, no single customer accounted for more than 10% of our total revenues.
However, where an existing customer requests its invoice be divided for the sole purpose of restructuring its internal billing arrangement without any incremental increase in revenue, such customer continues to be treated as a single customer. For the years ended December 31, 2025, 2024, and 2023, no single customer accounted for more than 10% of our total revenues. Users.
Non-GAAP Net Income (Loss) Attributable to BlackLine and Diluted Non-GAAP Net Income (Loss) Per Share Attributable to BlackLine, Inc.
Non-GAAP Net Income Attributable to BlackLine and Diluted Non-GAAP Net Income Per Share Attributable to BlackLine, Inc .
With the exception of our intercompany accounting solutions acquired as part of our acquisition of FourQ, our product offerings are available for immediate use on our platform after granting access to a new customer. We typically help customers implement our solutions, and we also provide consulting services to help customers optimize the use of our products.
With the exception of our intercompany accounting solutions acquired from the FourQ Acquisition, our product offerings are available for immediate use on our platform after granting access to a new customer. We typically help customers implement our solutions, and we also provide consulting and training services to help customers optimize the use of our products.
The first year of subscription fees are typically payable within 30 days after execution of a contract, and thereafter upon renewal. We initially record the subscription fees as deferred revenue and recognize revenue ratably over the term of the contract. At any time during the subscription period, customers may increase their number of users and add products.
The first year of subscription fees are typically payable within 30 days after execution of a contract, and thereafter upon renewal. We initially record the subscription fees as deferred revenue and recognize revenue ratably over the term of the contract. At any time during the subscription period, customers may add products.
Additional fees are payable for the remainder of the initial or renewed contract term. Customers may only reduce their number of users or subscription to products upon renewal of their arrangement. Revenues from subscriptions to our cloud-based software platform composed approximately 95% of our revenues for the year ended December 31, 2024.
Additional fees are payable for the remainder of the initial or renewed contract term. Customers may only reduce their subscription to products upon renewal of their arrangement. Revenues from subscriptions to our cloud-based software platform composed approximately 95% of our revenues for the year ended December 31, 2025.
This discussion and analysis deals with comparisons of material changes in the consolidated financial statements for fiscal 2024 and fiscal 2023 .
This discussion and analysis deals with comparisons of material changes in the consolidated financial statements for fiscal 2025 and fiscal 2024 .
BlackLine accounted for the transaction as a business combination using the acquisition method of accounting. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date and the purchase price allocation was final.
We accounted for the transaction as a business combination using the acquisition method of accounting. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date.
For the comparison of fiscal 2023 and fiscal 2022 , see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our 2023 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 23, 2024.
For the comparison of fiscal 2024 and fiscal 2023 , see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our 2024 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 21, 2025.
Our subscription contracts have initial non-cancellable terms of one year to three years with renewal options. The majority of new contracts in 2024 and 2023 had an initial term of three years. Fees are based on a number of factors, including the solutions subscribed to by the customer and the number of users having access to the solutions.
Our subscription contracts have initial non-cancellable terms of one year to three years with renewal options. The majority of new contracts in 2025 and 2024 had an initial non-cancellable term of three years. Fees are based on a number of factors, including the solutions subscribed to by the customer.
The 2026 Capped Calls have an initial strike price of $166.23 per share subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Notes and an initial cap price of $233.31 per share, subject to certain adjustments. As of December 31, 2024, all of the 2026 Capped Calls remained outstanding.
The 2026 Capped Calls have an initial strike price of $166.23 per share subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Notes and an initial cap price of $233.31 per share, subject to certain adjustments. At December 31, 2025, all of the 2026 Capped Calls remained outstanding.
The 2029 Capped Calls have an initial strike price of $68.47 per share subject to certain adjustments, which corresponds to the initial conversion price of the 2029 Notes and an initial cap price of $92.17 per share, subject to certain adjustments. As of December 31, 2024, all of the 2029 Capped Calls remained outstanding.
The 2029 Capped Calls have an initial strike price of $68.47 per share subject to certain adjustments, which corresponds to the initial conversion price of the 2029 Notes 53 and an initial cap price of $92.17 per share, subject to certain adjustments. At December 31, 2025, all of the 2029 Capped Calls remained outstanding.
Unrecognized Tax Liabilities At December 31, 2024, while we have liabilities for unrecognized tax benefits of $18.7 million, due to their nature, there is a high degree of uncertainty regarding the timing of future cash outflows and other events that extinguish these liabilities.
Unrecognized Tax Liabilities At December 31, 2025, while we have liabilities for unrecognized tax benefits of $22.0 million, due to their nature, there is a high degree of uncertainty regarding the timing of future cash outflows and other events that extinguish these liabilities.
Overview We provide a unified, scalable, and flexible platform tailored to the evolving needs of the Office of the CFO and deliver purpose-built applications that address critical processes, including financial close & consolidation, intercompany accounting, and invoice-to-cash. Our software and services provide the critical technology and industry-leading practices that deliver accurate, efficient, and intelligent financial operations.
Overview We provide a unified, scalable, and flexible platform tailored to the evolving needs of the Office of the CFO and deliver a purpose-built suite of applications that address critical processes, including record-to-report and invoice-to-cash. Our software and services provide critical technology and industry-leading practices that deliver accurate, efficient, and intelligent financial operations.
Gain on extinguishment of convertible senior notes Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Gain on extinguishment of convertible senior notes $ 65,112 $ — $ 65,112 N/M The gain on extinguishment of convertible senior notes during the year ended December 31, 2024 resulted from the partial repurchase of our 2026 Notes in May 2024.
Gain on extinguishment of convertible senior notes Year Ended December 31, Change 2025 2024 $ % (in thousands, except percentages) Gain on extinguishment of convertible senior notes $ — $ 65,112 $ (65,112) (100 %) The gain on extinguishment of convertible senior notes during the year ended December 31, 2024 resulted from the partial repurchase of our 2026 Notes in May 2024.
General macroeconomic conditions, such as a recession, inflation or rising interest rates, an economic downturn in the U.S. or internationally, adverse business conditions and liquidity concerns, or bank failures or instability in the financial services sector, has and could continue to adversely affect demand for our products and make it difficult to accurately forecast and plan our future business activities.
General macroeconomic conditions, such as a recession, inflation or rising interest rates, an economic downturn in the U.S. or internationally, adverse business conditions and liquidity concerns, have and could continue to adversely affect demand for our products and make it difficult to accurately forecast and plan our future business activities.
Lease Liabilities As of December 31, 2024, we have obligations totaling $23.9 million related to existing property and equipment leases. Purchase Obligations Purchase obligations represent our most significant contractual obligations in the ordinary course of business for which we have not received the related goods or services, in whole or in part.
Lease Liabilities At December 31, 2025, we have obligations totaling $24.3 million related to existing property and equipment leases. Purchase Obligations Purchase obligations represent our most significant contractual obligations in the ordinary course of business for which we have not received the related goods or services, in whole or in part.
Letters of Credit Commitments under letters of credit at December 31, 2024 were scheduled to expire as follows (in thousands): Total Less than 1 Year 1-3 Years 3-5 Years Thereafter Letters of credit $ 603 $ 32 $ 403 $ 168 $ — Letters of credit are maintained pursuant to certain of our lease arrangements.
Letters of Credit Commitments under letters of credit at December 31, 2025 were scheduled to expire as follows (in thousands): Total Less than 1 Year 1-3 Years 3-5 Years Thereafter Letters of credit $ 354 $ — $ 354 $ — $ — Letters of credit are maintained pursuant to certain of our lease arrangements.
Backlog represents remaining revenue to be recognized under a non-cancelable contract with customers. At December 31, 2024 and 2023, we had backlog of approximately $879.4 million and $842.7 million, respectively.
Backlog represents remaining revenue to be recognized under a non-cancelable contract with customers. At December 31, 2025 and 2024, we had backlog of approximately $1.1 billion and $879.4 million, respectively.
Non-GAAP net income (loss) attributable to BlackLine is defined as GAAP net income (loss) attributable to BlackLine adjusted for the impact of the provision for (benefit from) income taxes related to acquisitions, amortization of intangible assets, stock-based compensation, amortization of debt issuance costs from our 0.125% Convertible Senior Notes paid in 2024 (the “2024 Notes”), 0.00% Convertible Senior Notes due in 2026 (the “2026 Notes”), and 1.00% Convertible Senior Notes due in 2029 (the “2029 Notes” and, together with the 2024 and 2026 Notes, the “Notes” or “convertible senior notes”), change in fair value of contingent consideration, transaction-related costs, legal settlement gains or costs, restructuring costs, adjustment to the redeemable non-controlling interest to the redemption amount, and gain on extinguishment of convertible senior notes.
Non-GAAP net income attributable to BlackLine is defined as GAAP net income attributable to BlackLine adjusted for the income tax effects of acquisitions, stock-based compensation shortfalls and windfalls, and the discrete tax impact of other non-GAAP adjustments, amortization of intangible assets, stock-based compensation, amortization of debt issuance costs from our 0.00% Convertible Senior Notes due in 2026 (the “2026 Notes”) and 1.00% Convertible Senior Notes due in 2029 (the “2029 Notes” and, together with the 2026 Notes, the “Notes” or “convertible senior notes”), change in fair value of contingent consideration, transaction-related costs, restructuring costs, legal settlement gains or costs, adjustment to the redeemable non-controlling interest to the redemption amount, and gain on extinguishment of convertible senior notes.
We record a valuation allowance against our deferred tax assets to the extent that realization of the deferred tax assets, including consideration of our deferred tax liabilities, is not more likely than not. During the quarter ended December 31, 2024, we determined that a U.S. valuation allowance was no longer required.
We record a valuation allowance against our deferred tax assets to the extent that realization of the deferred tax assets, including consideration of our deferred tax liabilities, is not more likely than not. During the year ended December 31, 2025, we determined that the BlackLine K.K. valuation allowance was no longer required.
We remain committed to innovation and investing in artificial intelligence to enhance our platform and business.
We remain committed to innovation and investing in AI to enhance our platform and business.
Our cloud-based applications, increasingly powered by our BlackLine Studio360 Platform, include Account Reconciliations, Transaction Matching, Task Management, Financial Reporting Analytics, Journal Entry, Variance Analysis, Compliance, Smart Close for SAP, Cash Application, Credit & Risk Management, Collections Management, Disputes & Deductions Management, Team & Task Management, AR Intelligence, Electronic Invoicing & Payments, Intercompany Create, Intercompany Balance & Resolve, and Intercompany Net & Settle.
Our cloud-based solutions, delivered by our BlackLine Studio360 Platform, include Account Reconciliations, Transaction Matching, Task Management, Reporting & Analysis, Journal Entry, Journals Risk Analyser, Account Analysis, Consolidation, Compliance, Smart Close for SAP, Cash Application, Credit & Risk Management, Collections Management, Disputes & Deductions Management, Team & Task Management, AR Intelligence, Electronic Invoicing & Payments, Intercompany Create, Intercompany Balance & Resolve, and Intercompany Net & Settle.
For the years ended December 31, 2024 and 2023, we recorded $43.1 million in income tax benefit and $1.5 million in income tax expense, respectively.
For the years ended December 31, 2025 and 2024, we recorded $21.0 million in income tax expense and $43.1 million in income tax benefit, respectively.
At December 31, 2024, we have $216 million of contractual obligations related to eleven commitments, with $60 million payable within 12 months, and have additional contractual obligations with other vendors that are individually immaterial and which we can readily settle given our liquidity position and capital resources.
At December 31, 2025, we have $176 million of contractual obligations, with approximately $60 million payable within 12 months, and have additional contractual obligations with other vendors that are individually immaterial and which we can readily settle given our liquidity position and capital resources.
Interest expense Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Interest expense $ 8,758 $ 5,898 $ 2,860 48 % The increase in interest expense during the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily due to the amortization of debt issuance costs and cash interest expense related to our 2029 Notes issued in May 2024, partially offset by a decrease in interest expense resulting from the partial repurchase of our 2026 Notes and the repayment of our 2024 Notes in August 2024.
Interest expense Year Ended December 31, Change 2025 2024 $ % (in thousands, except percentages) Interest expense $ 10,149 $ 8,758 $ 1,391 16 % The increase in interest expense during the year ended December 31, 2025, compared to the year ended December 31, 2024, was primarily due to the cash interest expense and amortization of debt issuance costs related to our 2029 Notes issued in May 2024, partially offset by a decrease in interest expense from the partial repurchase of our 2026 Notes and the repayment of our 2024 Notes in August 2024.
Transaction-related costs incurred by us are expensed as incurred and are included in general and administrative expenses in our consolidated statements of operations. 56 Recent Accounting Pronouncements Refer to “Note 2 - Basis of Presentation, Significant Accounting Policies, and Recently-Issued Accounting Pronouncements” contained in the “Notes to Consolidated Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K for a full description of the recent accounting pronouncements, and our expectation of their impact, if any, on our results of operations and financial condition.
Recent Accounting Pronouncements Refer to “Note 2 - Basis of Presentation, Significant Accounting Policies, and Recently-Issued Accounting Pronouncements” contained in the “Notes to Consolidated Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K for a full description of the recent accounting pronouncements, and our expectation of their impact, if any, on our results of operations and financial condition.
We expect a decline in sales and marketing expenses as a percentage of revenue in 2025 as we leverage efficiencies in sales support and further improve productivity. Research and development. Research and development expenses are comprised primarily of salaries, benefits and stock-based compensation associated with our engineering, product and quality assurance personnel, and transaction-related costs.
We expect a decrease in sales and marketing expenses as a percentage of revenue in 2026 as we continue to rationalize our sales initiatives and improve productivity. Research and development. Research and development expenses are comprised primarily of salaries, benefits and stock-based compensation associated with our engineering, product and quality assurance personnel, and transaction-related costs.
Off-Balance Sheet Arrangements As part of our ongoing business, we do not have any relationships with other entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities that have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
At December 31, 2025, $164.5 million of buyback capacity remained under this program. 54 Off-Balance Sheet Arrangements As part of our ongoing business, we do not have any relationships with other entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities that have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Provision for (benefit from) income taxes. We are subject to federal and state income taxes in the United States and taxes in foreign jurisdictions. We use the liability method of accounting for income taxes.
We are subject to federal and state income taxes in the U.S. and taxes in foreign jurisdictions. We use the liability method of accounting for income taxes.
We are a holding company and conduct our operations through our wholly-owned subsidiary, BlackLine Systems. At December 31, 2024, we had 397,477 individual users across 4,443 customers. Additionally, we continue to build strategic relationships with technology vendors, professional services firms, business process outsourcers, and resellers.
We are a holding company and conduct our operations through our wholly-owned subsidiary, BlackLine Systems. At December 31, 2025, we had 4,394 customers, exclusive of on-premise software. Additionally, we continue to build strategic relationships with technology vendors, professional services firms, business process outsourcers, and resellers.
The letters of credit remain in effect at varying levels through the terms of the related agreements. Repurchase Program On November 17, 2024, our Board of Directors authorized the repurchase of up to $200.0 million of our common stock. The authorization will expire at the end of the first quarter of fiscal year 2027.
The letters of credit remain in effect at varying levels through the terms of the related agreements. Repurchase Program On November 17, 2024, our Board authorized the repurchase of up to $200 million of our common stock.
Significant changes in these estimates and the periods in which they are generated would significantly impact the fair value of the contingent consideration liability. As of the filing date of this Annual Report on Form 10-K, the financial performance milestones were not met, and we are no longer obligated to pay the contingent consideration of $73.2 million.
Significant changes in these estimates and the periods in which they are generated would significantly impact the fair value of the contingent consideration liability. At January 26, 2025, the financial performance milestones were not met, and we were no longer obligated to pay the contingent consideration of $73.2 million.
Professional services revenues composed approximately 5% of our revenues for the year ended December 31, 2024. For a description of our revenue accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates.” Cost of Revenues Subscription and support cost of revenues.
For a description of our revenue accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates.” Cost of Revenues Subscription and support cost of revenues.
Cash Flows The following table sets forth a summary of our cash flows for the periods indicated: Year Ended December 31, 2024 2023 (in thousands) Net cash provided by operating activities $ 190,836 $ 126,613 Net cash provided by (used in) investing activities $ 924,440 $ (62,483) Net cash provided by (used in) financing activities $ (500,145) $ 6,146 Net Cash Provided By Operating Activities Our cash flows provided by operating activities are primarily influenced by our net income, as applicable, and cash generated from collections in accordance with our subscription-based revenue model wherein billings occur in advance of revenue recognition, as well as the substantial amount of non-cash charges that we incur.
Cash Flows The following table sets forth a summary of our cash flows for the periods indicated: Year Ended December 31, 2025 2024 (in thousands) Net cash provided by operating activities $ 169,567 $ 190,836 Net cash provided by (used in) investing activities $ (425,289) $ 924,440 Net cash used in financing activities $ (240,113) $ (500,145) Net Cash Provided By Operating Activities Our cash flows provided by operating activities are primarily driven by net income, and cash generated from collections in accordance with our subscription-based revenue model wherein billings occur in advance of revenue recognition, adjusted for significant non-cash activity.
For the year ended December 31, 2023, cash used in investing activities was $62.5 million as a result of the following: • $23.5 million of purchases of marketable securities, net of proceeds from maturities; 54 • $21.6 million in capitalized software development costs; • $11.4 million paid for the DI Acquisition, net of cash acquired; and • $6.0 million in purchases of property and equipment.
For the year ended December 31, 2025, cash used in investing activities was $425.3 million, primarily as a result of the following: • $374.4 million of purchases of marketable securities, net of proceeds from maturities and sales; • $26.6 million for capitalized software development costs; • $16.2 million paid for the WL Acquisition, net of cash acquired; and • $8.1 million in purchases of property and equipment.
Research and development expenses also include third-party contractors and supplies, computer software-related costs and allocated overhead. Other than software development costs that qualify for capitalization, as discussed above, research and development costs are expensed as incurred. We expect research and development costs to remain consistent in 2025 as we execute our product roadmap and invest in strategic initiatives, including AI.
Research and development expenses also include third-party contractors and supplies, computer software-related costs and allocated overhead. Other than software development costs that qualify for capitalization, as discussed above, research and development costs are expensed as incurred.
For the year ended December 31, 2023, cash provided by operating activities was $126.6 million, resulting from net non-cash expenses of $71.9 million and net income of $59.1 million, partially offset by a net cash outflow from changes in operating assets and liabilities of $4.4 million.
For the year ended December 31, 2025, cash provided by operating activities was $169.6 million, resulting from net non-cash expenses of $152.5 million and net income of $27.3 million, partially offset by net cash outflow from changes in our operating assets and liabilities of $10.2 million.
General and administrative expenses also include amortization of trade name intangible assets, the change in the fair value of contingent consideration, transaction-related costs, and impairment of cloud computing implementation costs. We expect general and administrative costs to remain consistent in 2025, with targeted investments in corporate IT to support innovation and automation initiatives. Restructuring costs .
General and administrative expenses also include amortization of trade name intangible assets, the change in the fair value of contingent consideration, if any, transaction-related costs, and impairment of cloud computing implementation costs. Excluding the impact of foreign exchange, we expect general and administrative costs to remain consistent in 2026. Restructuring costs . Restructuring costs consist of one-time termination benefits.
Year Ended December 31, 2024 2023 (in thousands, except percentages) GAAP gross profit $ 491,371 $ 443,203 GAAP gross margin 75.2 % 75.1 % GAAP operating income $ 18,536 $ 14,348 GAAP operating margin 2.8 % 2.4 % GAAP net income attributable to BlackLine, Inc. $ 161,174 $ 52,833 Diluted net income per share attributable to BlackLine, Inc. $ 1.45 $ 0.81 Year Ended December 31, 2024 2023 (in thousands, except percentages) Non-GAAP gross profit $ 518,239 $ 468,559 Non-GAAP gross margin 79.3 % 79.4 % Non-GAAP operating income $ 126,807 $ 97,517 Non-GAAP operating margin 19.4 % 16.5 % Non-GAAP net income attributable to BlackLine, Inc. $ 162,067 $ 145,195 Diluted non-GAAP net income per share attributable to BlackLine, Inc. $ 2.18 $ 1.96 Non-GAAP Gross Profit and Non-GAAP Gross Margin .
Year Ended December 31, 2025 2024 (in thousands, except percentages) GAAP gross profit $ 527,042 $ 491,371 GAAP gross margin 75.2 % 75.2 % GAAP operating income $ 25,552 $ 18,536 GAAP operating margin 3.6 % 2.8 % GAAP net income attributable to BlackLine, Inc. $ 24,518 $ 161,174 Diluted net income per share attributable to BlackLine, Inc. $ 0.39 $ 1.45 Year Ended December 31, 2025 2024 (in thousands, except percentages) Non-GAAP gross profit $ 557,187 $ 518,239 Non-GAAP gross margin 79.5 % 79.3 % Non-GAAP operating income $ 156,279 $ 126,807 Non-GAAP operating margin 22.3 % 19.4 % Non-GAAP net income attributable to BlackLine, Inc. $ 157,035 $ 162,067 Diluted non-GAAP net income per share attributable to BlackLine, Inc. $ 2.13 $ 2.18 47 Non-GAAP Gross Profit and Non-GAAP Gross Margin .
Sales and marketing Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Sales and marketing $ 248,347 $ 243,154 $ 5,193 2 % Percentage of total revenues 38.0 % 41.2 % The increase in sales and marketing expenses for the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily due to the following: • $2.0 million increase in employee compensation and benefits driven primarily by an increase in average compensation per employee, partially offset by a decrease in average headcount; • $1.8 million increase in professional fees; • $1.2 million increase in costs related to strategic internal projects; • $1.2 million increase in computer software expenses to support automation and scalability; and • $0.8 million increase in sales-related events held in-person compared to virtual events in the prior year; partially offset by • $1.1 million decrease in marketing expenses due to streamlined marketing efforts; and • $0.9 million decrease in depreciation and amortization due to certain assets being fully amortized.
Sales and marketing Year Ended December 31, Change 2025 2024 $ % (in thousands, except percentages) Sales and marketing $ 258,930 $ 248,347 $ 10,583 4 % Percentage of total revenues 37.0 % 38.0 % The increase in sales and marketing expenses for the year ended December 31, 2025, compared to the year ended December 31, 2024, was primarily due to the following: • $13.7 million increase in employee compensation and benefits; • $1.1 million increase in computer software expenses to support internal automation and scalability initiatives; and • $1.0 million increase in digital marketing expenses, partially offset by streamlined marketing efforts; partially offset by • $5.3 million decrease in depreciation and amortization due to certain assets becoming fully amortized in prior periods.
Liquidity and Capital Resources At December 31, 2024, our principal sources of liquidity were an aggregate of $885.9 million of cash and cash equivalents. Our cash equivalents consist of short-term, money market mutual funds.
Liquidity and Capital Resources At December 31, 2025, our principal sources of liquidity were an aggregate of $778.2 million of cash and cash equivalents and marketable securities, which primarily consist of short-term, money market mutual funds, U.S. treasury securities, commercial paper, and corporate bonds.
Refer to “Note 2 - Basis of Presentation, Significant Accounting Policies, and Recently-Issued Accounting Pronouncements” of the accompanying notes to our consolidated financial statements for additional information. 55 Deferred Customer Acquisition Costs We recognize an asset for the incremental and recoverable costs of obtaining a contract with a customer if we expect the benefit of those costs to be one year or longer.
Deferred Customer Acquisition Costs We recognize an asset for the incremental and recoverable costs of obtaining a contract with a customer if we expect the benefit of those costs to be one year or longer.
Interest income Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Interest income $ 49,808 $ 52,059 $ (2,251) (4 %) 50 The decrease in interest income during the year ended December 31, 2024, compared to the year ended December 31, 2023, was due to a decrease in average balances, partially offset by an increase in average interest rates on our investments and cash balances.
Interest income Year Ended December 31, Change 2025 2024 $ % (in thousands, except percentages) Interest income $ 32,825 $ 49,808 $ (16,983) (34 %) The decrease in interest income during the year ended December 31, 2025, compared to the year ended December 31, 2024, was primarily due to decreased average balances on our investments, as well as a decrease in average interest rates on our investments and cash balances.
This determination was based on an evaluation of positive and negative factors, including, but not limited to, our achievement of adjusted pre-tax income resulting in a three-year cumulative income position as of December 31, 2024, our full utilization of our federal net operating loss carryforward during 2024, and our projections of future pre-tax income.
This determination was based on an evaluation of positive and negative factors, including, but not limited to, our achievement of adjusted pre-tax income resulting in a three-year cumulative income position and our projections of future pre-tax income. We have also recorded a valuation allowance against certain other foreign deferred tax assets.
Restructuring costs consist of one-time termination benefits. Refer to “Note 12 - Restructuring Costs” for additional information. Interest income. Interest income primarily consists of earnings on our cash and cash equivalents and our marketable securities. Interest expense. Interest expense consists primarily of interest expense associated with our Notes issued in May 2024, March 2021, and August 2019.
Refer to “Note 12 - Restructuring Costs” for additional information. Interest income. Interest income primarily consists of earnings on our cash and cash equivalents and our marketable securities. Interest expense. Interest expense consists primarily of interest expense associated with our 2026 and 2029 Notes. Provision for (benefit from) income taxes.
As we continue to focus on 41 increasing our average contract size and selling more strategic products, we expect our sales cycle to lengthen and become less predictable, which could cause variability in our results for any particular period.
As we focus on increasing average contract size and expanding adoption of strategic products, we expect the sales cycle to lengthen and remain less predictable which may contribute to variability in period-to-period results.
The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. As of December 31, 2024, we have not repurchased any shares under the repurchase program.
The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. We repurchased and retired approximately 4.5 million shares of common stock for $235.5 million during the year ended December 31, 2025.
The total number of customers and users increased by 1% and 3%, respectively, as compared to December 31, 2023. 48 Cost of revenues Year Ended December 31, Change 2024 2023 $ % (in thousands, except percentages) Subscription and support $ 135,308 $ 121,308 $ 14,000 12 % Professional services 26,657 25,485 1,172 5 % Total cost of revenues $ 161,965 $ 146,793 $ 15,172 10 % Gross margin 75.2 % 75.1 % The increase in total cost of revenues for the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily due to the following: • $10.8 million increase in computer software expenses due to higher spend on cloud hosting services as customers continue to migrate to GCP, as well as upgrades to support business growth; • $3.5 million increase in amortization of developed technology due to net additions of software placed into service; and • $2.0 million increase in employee compensation and benefits driven primarily by an increase in average compensation per employee, partially offset by a decrease in average headcount; partially offset by • $1.0 million decrease in depreciation and amortization due to certain assets being fully amortized; and • $0.8 million decrease in professional fees.
The total number of customers at December 31, 2025 remained relatively flat as compared to December 31, 2024. 50 Cost of revenues Year Ended December 31, Change 2025 2024 $ % (in thousands, except percentages) Subscription and support $ 144,038 $ 135,308 $ 8,730 6 % Professional services 29,347 26,657 2,690 10 % Total cost of revenues $ 173,385 $ 161,965 $ 11,420 7 % Gross margin 75.2 % 75.2 % The increase in total cost of revenues for the year ended December 31, 2025, compared to the year ended December 31, 2024, was primarily due to the following: • $6.6 million increase in computer software expenses due to upgrades to support business growth and penetration in the public sector and overseas markets; • $3.8 million increase in amortization of developed technology due to net additions to software placed into service; • $1.5 million increase in professional fees; and • $1.5 million increase in employee compensation and benefits; partially offset by • $2.2 million decrease in depreciation and amortization due to certain assets becoming fully amortized in prior periods and an overall operational shift from traditional data centers to a cloud environment.
We apply the practical expedient to recognize professional services revenue when we have the right to invoice based on time and materials incurred. A limited number of our customers are provided professional services for a fixed fee, which is initially recorded as deferred revenue and recognized on a proportional-performance basis as the services are rendered.
A limited number of our customers are provided professional services for a fixed fee, which is initially recorded as deferred revenue and recognized on a proportional-performance basis as the services are rendered. Professional services revenues composed approximately 5% of our revenues for the year ended December 31, 2025.
As part of the restructuring, we reduced our global workforce by approximately 9.0%, or 166 total employee positions. Restructuring costs related to the August 2023 restructuring consisted of one-time termination benefits. Refer to “Note 12 - Restructuring Costs” for additional information.
Fiscal 2023 Restructuring Program On August 23, 2023, we announced a restructuring plan that was designed to support our growth, scale, and profitability objectives. As part of the restructuring, we reduced our global workforce by approximately 166 total positions, or 9.0%. Restructuring costs related to the August 2023 restructuring consisted of one-time termination benefits.
Our subscription contracts have initial non-cancellable terms of one year to three years with renewal options. The majority of new contracts in 2024 and 2023 had an initial term of three years.
We derived approximately 95% of our revenue from subscriptions to our cloud-based software platform and approximately 5% from professional services for the year ended December 31, 2025. Our subscription contracts have initial non-cancellable terms of one year to three years with renewal options. The majority of new contracts in 2025 and 2024 carried an initial non-cancellable term of three years.
We sell our solutions primarily through our direct sales force, which leverages our relationships with technology vendors, professional services firms and business process outsourcers. In particular, our solution integrates with SAP’s ERP solutions, and SAP is part of the reseller channel that we use in the ordinary course of business.
We sell our solutions primarily through our direct sales force, which leverages our relationships with technology vendors, professional services firms, and business process outsourcers. Our solutions integrate with SAP’s ERP systems, and SAP resells our product as SAP SolEx, for which we receive a percentage of the related revenues.
We have historically signed a high percentage of agreements with new customers, as well as renewal agreements with existing customers, in the fourth quarter of each year and usually during the last month of the quarter. This can be attributed to buying patterns typical in the software industry.
We have historically signed a high percentage of agreements with new customers, as well as renewal agreements with existing customers, in the fourth quarter of each year and usually during the last month of the quarter. Because most contracts have annual terms, agreements entered into late in the year typically renew during the same period in subsequent years.
We believe our existing cash and cash equivalents and cash from operations will be sufficient to meet our working capital needs, capital expenditures, financing obligations, and share repurchases, if any, for at least the next 12 months. 51 Contractual Obligations and Commitments Convertible senior notes and capped calls We had $905.2 million aggregate principal amount of Notes outstanding at December 31, 2024.
We believe our existing cash and cash equivalents, investments in marketable securities, and cash from operations will be sufficient to meet our working capital needs, capital expenditures, financing obligations, and share repurchases for at least the next 12 months.
As a result of economic uncertainty, we have seen customers delay and defer purchasing decisions, which has adversely impacted our near-term demand. Acquisition of Data Interconnect On September 12, 2023, we completed the DI Acquisition for cash consideration of $11.4 million, which was paid at the closing of the acquisition.
As a result of economic uncertainty, we have seen customers delay and defer purchasing decisions, which has adversely impacted our near-term demand. WiseLayer Acquisition On December 15, 2025, we acquired WL for total purchase consideration of $23.7 million, comprising $18.3 million in cash and $5.4 million in common stock issued at closing.
For the year ended December 31, 2023, cash provided by financing activities was $6.1 million, primarily as a result of the following: • $19.8 million of proceeds from exercises of stock options; and • $8.0 million of proceeds from the employee stock purchase plan.
Net Cash Used In Financing Activities For the year ended December 31, 2025, cash used in financing activities was $240.1 million, primarily as a result of the following: • $235.5 million for repurchases of common stock; and • $16.9 million for acquisitions of common stock for tax withholding obligations; partially offset by 56 • $7.2 million of proceeds from the employee stock purchase plan; and • $5.2 million of proceeds from exercises of stock options.
The decrease in income taxes for the year ended December 31, 2024, compared to the year ended December 31, 2023, resulted primarily from the 2024 release of $89.1 million of the 2023 U.S. valuation allowance, partially offset by our 2024 current and deferred federal and state income taxes of $44.6 million, and changes in the mix of profitable foreign jurisdictions.
The increase in income taxes for the year ended December 31, 2025, compared to the year ended December 31, 2024, resulted primarily from the 2024 release of the $89.1 million U.S. valuation allowance, as compared with the 2025 release of $2.3 million of the BlackLine K.K. valuation allowance, increases in non-deductible officer compensation and stock-based compensation shortfalls, and changes in the mix of profitable foreign jurisdictions.
This seasonality is reflected in our revenues, though the impact to overall annual or quarterly revenues is nominal due to the fact that we recognize subscription revenue ratably over the term of the customer contract. For the years ended December 31, 2024, 2023, and 2022, we had revenues totaling $653.3 million, $590.0 million, and $522.9 million, respectively.
While this seasonality is reflected in our billings and bookings, the impact on overall revenue is minimal due to our ratable revenue recognition model. For the years ended December 31, 2025, 2024, and 2023, we had revenues totaling $700.4 million, $653.3 million, and $590.0 million, respectively.
The length of our sales cycle depends on the size of a potential customer and contract, as well as the type of solution or product being purchased. The sales cycle for our global enterprise customers is generally longer than that of our mid-size customers.
Our sales and customer success teams focus on maintaining high satisfaction and educating customers on the value of our full product portfolio to support account expansion. The length of our sales cycle depends on the size of a potential customer and contract, as well as the type of solution or product being purchased.
We have also recorded a valuation allowance against certain foreign deferred tax assets. Non-GAAP Financial Measures In addition to our results determined in accordance with GAAP, we believe the non-GAAP measures below are useful to us and our investors in evaluating our business.
Refer to “Results of Operations—Provision for (benefit from) income taxes” for additional information. Non-GAAP Financial Measures In addition to our results determined in accordance with GAAP, we believe the non-GAAP measures below are useful to us and our investors in evaluating our business.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe have also not used, nor do we intend to use, derivatives for trading or speculative purposes. Interest Rate Risk We are exposed to market risk related to changes in interest rates. In March 2021, we issued $1.150 billion aggregate principal amount of the 2026 Notes and partially repurchased $919.8 million aggregate principal amount in May 2024.
Biggest changeIn March 2021, we issued $1.150 billion aggregate principal amount of the 2026 Notes and partially repurchased $919.8 million aggregate principal amount in May 2024. The 2026 Notes have a fixed annual interest rate of 0.0%; therefore, we do not have economic interest rate exposure with respect to the 2026 Notes.
We expect to continue to grow our foreign operations and customer sales. Our international subsidiaries maintain certain asset and liability balances that are denominated in currencies other than the functional currencies of these subsidiaries, which is the U.S. Dollar for all international subsidiaries, with the exception of our Japanese subsidiary, for which the Japanese Yen is the functional currency.
Our international subsidiaries maintain certain asset and liability balances that are denominated in currencies other than the functional currencies of these subsidiaries, which is the U.S. Dollar for all international subsidiaries, with the exception of our Japanese subsidiary, for which the Japanese Yen is the functional currency. Changes in the value of foreign currencies relative to the U.S.
The 2026 Notes have a fixed annual interest rate of 0.0%; therefore, we do not have economic interest rate exposure with respect to the 2026 Notes. However, the fair value of the 2026 Notes is exposed to interest rate risk. In May 2024, we issued $675.0 million aggregate principal amount of the 2029 Notes.
Interest Rate Risk We are exposed to market risk related to changes in interest rates. 58 In May 2024, we issued $675.0 million aggregate principal amount of the 2029 Notes. The 2029 Notes have a fixed annual interest rate of 1.00%; therefore, we do not have economic interest rate exposure with respect to the 2029 Notes.
While we believe our cash equivalents do not contain excessive risk, we cannot provide absolute assurance that in the future, our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insured limits.
We do not believe our cash equivalents and marketable securities have significant risk of default or illiquidity. While we believe our cash equivalents and marketable securities do not contain excessive risk, we cannot provide absolute assurance that in the future, our investments will not be subject to adverse changes in market value.
The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash and investments. We do not enter into investments for trading or speculative purposes.
The carrying amount of our cash equivalents and marketable securities reasonably approximates fair value due to the highly liquid nature of these instruments. The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash and investments. We do not enter into investments for trading or speculative purposes.
In addition, the fair value of the Notes is affected by our common stock price. The fair value of the Notes will generally increase as our common stock price increases and will generally decrease as our common stock price declines.
However, the fair value of the 2029 Notes is exposed to interest rate risk. Generally, the fair market value of the Notes will increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of the Notes is affected by our common stock price.
Inflation Risk We do not believe that inflation has had a material effect on our business, financial condition or results of operations. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases.
Furthermore, if our own costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases, and this could also adversely affect our financial condition or results of operations.
Changes in the value of foreign currencies relative to the U.S. Dollar can result in fluctuations in our total assets, liabilities, revenue, operating expenses, and cash flows.
Dollar can result in fluctuations in our total assets, liabilities, revenue, operating expenses, and cash flows, and may increase the costs of international expansion. The effect of a hypothetical 10% increase or decrease in the value of the U.S.
Additionally, we carry the Notes at face value less unamortized issuance costs on our consolidated balance sheet, and we present the fair value for required disclosure purposes only. We had cash and cash equivalents of $885.9 million at December 31, 2024. Our cash equivalents consist of highly liquid money market mutual funds.
The fair value of the Notes will generally increase as our common stock price increases and will generally decrease as our common stock price declines. Additionally, we carry the Notes at face value less unamortized issuance costs on our consolidated balance sheet, and we present the fair value for required disclosure purposes only.
At December 31, 2024, we had no marketable securities, which prior to maturity, consisted of money market mutual funds, commercial paper, U.S. treasury securities, and U.S. government agencies. The carrying amount of our cash equivalents reasonably approximates fair value due to the highly liquid nature of these instruments.
However, the fair value of the 2026 Notes is exposed to interest rate risk. We had cash and cash equivalents and marketable securities of $778.2 million at December 31, 2025. Our cash equivalents and marketable securities consist of highly liquid money market mutual funds, U.S. treasury securities, commercial paper, and corporate bonds.
We cannot be assured that we will not experience losses on these deposits. Foreign Currency Risk While we primarily transact with customers in the U.S. Dollar, we also transact in foreign currencies, including the Australian Dollar, British Pound, Canadian Dollar, Euro, Indian Rupee, Japanese Yen, Mexican Peso, Romanian Leu, and Singapore Dollar due to foreign operations and customer sales.
Dollar, we are exposed to foreign currency exchange rate risk arising from our international operations denominated in the Australian Dollar, British Pound, Canadian Dollar, Euro, Indian Rupee, Japanese Yen, Mexican Peso, Romanian Leu, and Singapore Dollar. We expect to continue to expand our international operations and customer sales.
In addition, our investment strategy has historically been to invest in financial instruments that are highly liquid and readily convertible into cash for use in our operations. To date, we have not used derivative instruments to mitigate the impact of our market risk exposures.
In addition, our investment strategy is focused on financial instruments that are highly liquid and readily convertible into cash for use in our operations. We use foreign currency forward contracts to mitigate exposure to foreign currency exchange rate fluctuations associated with certain foreign currency-denominated monetary assets.
The effect of a hypothetical 10% increase 57 or decrease in foreign currency exchange rates applicable to our business would have reduced by approximately $3.8 million or increased by approximately $3.8 million, respectively, our cash balances at December 31, 2024.
Dollar relative to foreign-denominated currencies applicable to our business would have reduced by approximately $6.4 million or increased by approximately $6.4 million, respectively, our cash balances at December 31, 2025. During the year ended December 31, 2025, we initiated a program to hedge exposures to cash fluctuations in the British Pound and the Euro using foreign currency forward contracts.
Removed
The 2029 Notes have a fixed annual interest rate of 1.00%; therefore, we do not have economic interest rate exposure with respect to the 2029 Notes. However, the fair value of the 2029 Notes is exposed to interest rate risk. Generally, the fair market value of the Notes will increase as interest rates fall and decrease as interest rates rise.
Added
Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income and the fair market value of our investments.
Removed
Given the liquidity of our cash equivalents at December 31, 2024, we do not believe we have exposure to material risks due to changes in market interest rates. When we invest our excess cash in marketable securities in the future, our interest rate risk may increase. We do not believe our cash equivalents have significant risk of default or illiquidity.
Added
Due to the short-term nature of our investment portfolio, however, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair market value of our portfolio. We therefore do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates.
Removed
As our international operations grow, our risks associated with fluctuation in currency rates will become greater, and we will continue to reassess our approach to managing this risk. In addition, currency fluctuations or a weakening U.S. Dollar can increase the costs of our international expansion.
Added
In addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insured limits. We cannot be assured that we will not experience losses on these deposits. Foreign Currency Risk While we primarily transact with customers in the U.S.
Removed
To date, we have not entered into any foreign currency hedging contracts, since exchange rate fluctuations have not had a material impact on our operating results and cash flows. Based on the current level of foreign operations and customer sales, we do not plan on engaging in hedging activities in the near future.
Added
The forward contracts are not designated as hedging instruments under ASC 815, Derivatives and Hedging . We do not enter into derivative financial contracts for speculative or trading purposes. Our hedging program aims to reduce, but does not entirely eliminate, the impact of currency exchange rate movements.
Removed
Our inability or failure to do so could harm our business, financial condition and results of operations. 58
Added
We consider the counterparty to the foreign currency forward contracts to be a creditworthy multinational commercial bank, and therefore, the risk of counterparty non-performance is not material. While we strive to mitigate foreign currency exchange rate risks, there is no assurance that our hedging activities will fully protect us against the risks associated with foreign currency fluctuations.
Added
We believe a substantial portion of any fluctuation would be offset by monetary assets maintained in local currency. Inflation Risk Inflationary pressures may affect our customers’ purchasing power and budget allocations, particularly for discretionary technology spending.
Added
If our customers experience increased costs in other areas of their operations, they may delay or reduce their investment in software solutions, which could impact our sales cycle and overall 59 demand.
Added
While we have not experienced a material inflationary impact on customer engagement or our own operations, we continue to monitor macroeconomic conditions closely. 60

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