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What changed in AvePoint, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AvePoint, 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.

+216 added−220 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in AvePoint, Inc.'s 2025 10-K

216 paragraphs added · 220 removed · 121 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

24 edited+48 added−61 removed66 unchanged
Biggest changeThe information found on our main website or our Investor Relations website is not part of this or any other report we file with, or furnish to, the SEC, for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act except as shall be expressly set forth by specific reference in such filing, and you should not consider any information contained on, or that can be accessed through, our website as part of this Annual Report or in deciding whether to purchase our common stock. 2021 Consummation of the Apex Business Combination AvePoint, Inc., incorporated as a New Jersey corporation on July 24, 2001 (“ Legacy AvePoint ”), was redomiciled as a Delaware corporation in 2006, and changed its name to “AvePoint Operations, Inc.” in June 2021.
Biggest changeThe information found on our main website or our Investor Relations website is not part of this or any other report we file with, or furnish to, the SEC, for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act except as shall be expressly set forth by specific reference in such filing, and you should not consider any information contained on, or that can be accessed through, our website as part of this Annual Report or in deciding whether to purchase our common stock. 18 Table of Contents PART I Item 1A
In December 2024, AvePoint implemented a board-approved Responsible AI Charter, to establish a set of guidelines and principles for the responsible and ethical use, development, and deployment of AI within our organization, and to ensure consistency with similar company AI policies and practices, particularly data privacy and confidentiality protections.
In 2024, AvePoint implemented a board-approved Responsible AI Charter, to establish a set of guidelines and principles for the responsible and ethical use, development, and deployment of AI within our organization, and to ensure consistency with similar company AI policies and practices, particularly data privacy and confidentiality protections.
Additional information regarding our Executive Officers is set forth in the Proxy Statement to be filed in connection with our 2025 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2024. 17 Table of Contents PART I Item 1 Corporate Information Our principal executive offices are located at 525 Washington Blvd, Suite 1400, Jersey City, NJ 07310, and our telephone number is (201) 793-1111.
Additional information regarding our executive officers is set forth in the Proxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders within 120 days of the end of the fiscal year ended December 31, 2025. 17 Table of Contents PART I Item 1 Corporate Information Our principal executive offices are located at 525 Washington Blvd, Suite 1400, Jersey City, NJ 07310, and our telephone number is (201) 793-1111.
The disclosure below describes the goals of our ESG program to allow our stakeholders to be informed about our progress and future direction. 1. Environmental Across our twenty-eight offices, we strive to reduce our environmental footprint, operate more efficiently, and engage our personnel in social initiatives that directly impact their lives.
The disclosure below describes the goals of our ESG program to allow our stakeholders to be informed about our progress and future direction. 1. Environmental Across our 32 offices, we strive to reduce our environmental footprint, operate more efficiently, and engage our personnel in social initiatives that directly impact their lives.
See the discussion contained in the “ Risk Factors ” section (Part I, Item 1A of this Annual Report) for information regarding how actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate may have a material adverse effect on our business. 16 Table of Contents PART I Item 1 Information About Our Executive Officers Name Age Position Xunkai Gong 62 Executive Chairman and Director Tianyi Jiang 50 Chief Executive Officer and Director Brian Michael Brown 52 Chief Legal and Compliance Officer, Secretary, and Director James Caci 60 Chief Financial Officer Xunkai Gong was appointed as our Executive Chairman and a director in July of 2021, and previously served as our predecessor company’s Chairman and Co-Chief Executive Officer alongside Dr.
See the discussion contained in the “ Risk Factors ” section (Part I, Item 1A of this Annual Report) for information regarding how actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate may have a material adverse effect on our business. 16 Table of Contents PART I Item 1 Information About Our Executive Officers Name Age Position Xunkai Gong 63 Executive Chairman and Director Tianyi Jiang 51 Chief Executive Officer and Director Brian Michael Brown 53 Chief Legal and Compliance Officer, Secretary, and Director James Caci 61 Chief Financial Officer Xunkai Gong was appointed as our Executive Chairman and a director in July of 2021, and previously served as our predecessor company’s Chairman and Co-Chief Executive Officer alongside Dr.
We do this by promoting global collaboration and taking pride in helping, sharing, mentoring, and coaching each other. Team As of December 31, 2024, we had 2,934 employees globally. A large percentage of our employees have technical and professional backgrounds and undergraduate and/or advanced degrees.
We do this by promoting global collaboration and taking pride in helping, sharing, mentoring, and coaching each other. Team As of December 31, 2025, we had 3,443 employees globally. A large percentage of our employees have technical and professional backgrounds and undergraduate and/or advanced degrees.
We are subject to certain U.S. federal, state, local and foreign laws and regulations regarding data privacy and the collection, storage, sharing, use, processing, disclosure and protection of personal information and other data from users, employees or business partners, including the GDPR, CCPA, and VCDPA.
We are subject to certain U.S. federal, state, local and foreign laws and regulations regarding data privacy and the collection, storage, sharing, use, processing, disclosure and protection of personal information and other data from users, employees or business partners, including the GDPR, the California Consumer Privacy Act, and the Virginia Consumer Data Protection Act.
Our principal operating offices are located at Riverfront Plaza, West Tower, 901 E Byrd St, Suite 900, Richmond, VA 23219 and our telephone number for that office is (804) 372-8080. All correspondence should be directed to our principal operating offices in Richmond, Virginia.
Our principal operating offices are located at Riverfront Plaza, West Tower, 901 E Byrd St, Suite 900, Richmond, VA 23219, and our telephone number for that office is (804) 372-8080. All correspondence should be directed to our principal operating offices in Richmond, Virginia. Available Information Our Internet address is https://www.avepoint.com/.
We have built a differentiated platform that addresses a number of strategic use cases, and we plan to introduce new and adjacent products to extend our current operational and data management value proposition and to improve the functionality of existing products and features, with a particular focus on AI ready solutions that transform and enrich data.
We have built a differentiated platform that addresses a number of strategic use cases, and we plan to introduce new and adjacent products to extend our data management value proposition and to improve the functionality of existing products and features, with a particular focus on AI ready solutions that transform and enrich data and span multiple cloud vendors. ■ Broaden our Market Presence .
Each of these policies underscored our commitment to responsible business practices, social responsibility, and environmental stewardship. Our extensive list of corporate policies is publicly available on our website at the following web address, https://www.avepoint.com/ir/governance/governance-documents. We strive to continue to demonstrate transparency and accountability, fostering trust and confidence among investors, customers, and the broader community.
Our extensive list of corporate policies is publicly available on our website at the following web address, https://www.avepoint.com/ir/governance/governance-documents. We strive to continue to demonstrate transparency and accountability, fostering trust and confidence among investors, customers, and the broader community. Our ongoing initiatives in 2025 underscored our commitment to robust corporate governance, ethical business practices, and employee empowerment.
As of December 31, 2024, the Mid-market segment accounted for 28% of our total annual recurring revenue. ■ Enterprise segment . Companies with greater than 5,000 user seats that we primarily serve through our direct sales teams. The typical buyer in this segment is the CISO, CTO or the CIO.
As of December 31, 2025, the Mid-market segment accounted for 28% of our total annual recurring revenue. ■ Enterprise segment. Companies with greater than 5,000 user seats that we primarily serve through our direct sales teams. As of December 31, 2025, the Enterprise segment accounted for 52% of our total annual recurring revenue.
While the large majority of our current offerings were built organically, we frequently evaluate whether it is more efficient to build solutions or pursue acquisitions that accelerate our product roadmap. Since 2022, we have completed six small acquisitions, and we expect that strategic acquisitions and investments will be an important growth driver for our business.
While the large majority of our current offerings were built organically, we have completed six acquisitions since 2022, and we expect that strategic acquisitions and investments will be an important growth driver for our business.
As a result of our improved processes, we received an ESG Prime Label from Institutional Shareholder Services (ISS) meaning our common stock will qualify for responsible investment based on our improved score on their ESG Corporate Rating Report. We were also awarded a Fast Mover Badge by EcoVadis in recognition of our significant improvement in our annual assessment.
As a result of our continued process improvements, we again received an ESG Prime Label from Institutional Shareholder Services (ISS), meaning our common stock will qualify for responsible investment based on our improved score on their ESG Corporate Rating Report.
Companies with fewer than 500 user seats that we serve entirely through channel partners, especially MSPs. The typical buyer in this segment is the partner. As of December 31, 2024, the SMB segment accounted for 19% of our total annual recurring revenue. ■ Mid-Market segment .
Companies with fewer than 500 user seats that we serve primarily through channel partners, especially MSPs, as discussed below. As of December 31, 2025, the SMB segment accounted for 20% of our total annual recurring revenue. ■ Mid-Market segment. Companies with greater than 500 but fewer than 5,000 user seats that we increasingly serve through channel partners.
Our partner network today offers particular value in our pursuit of small and mid-sized customers and prospects, and we continue to invest here to accelerate our market growth. We expect that the continued scaling of this ecosystem will be a critical component of our ability to drive profitable growth going forward. ■ Opportunistically Pursue Strategic Acquisitions and Investments .
The continued scaling of this ecosystem, especially our focus on Managed Service Providers (“ MSPs ”), offers particular value in our pursuit of small and mid-sized customers and will be a critical component of our ability to continue driving profitable growth going forward. ■ Opportunistically Pursue Strategic Acquisitions and Investments .
This may include acquiring or investing in businesses or products with complementary technologies and/or functionality to our existing product offerings, or that reduce the time or costs required to develop new technologies, augment our engineering workforce, improve our internal business and operating systems, and enhance our technological capabilities. 7 Table of Contents PART I Item 1 Sales, Marketing and Customers Sales Our global go-to-market strategy allows us to efficiently sell to and serve the needs of organizations across market segments and geographies.
This may include acquiring or investing in businesses or products with complementary technologies and/or functionality to our existing product offerings, or that reduce the time or costs required to develop new technologies, augment our engineering workforce, improve our internal business and operating systems, and enhance our technological capabilities.
We also rely on contractual protections, such as license, assignment, and confidentiality agreements, and technical measures. We pursue the registration of domain names, trademarks, and service marks in the United States and in various jurisdictions outside the United States.
We pursue the registration of domain names, trademarks, and service marks in the United States and in various jurisdictions outside the United States.
Additionally, no customer accounted for more than 10% of billings for the years ended December 31, 2024 and 2023, and no customer made up more than 10% of accounts receivable for the years ended December 31, 2024 and 2023. We classify our customer base by size and geography: ■ Small Business ( “ SMB ” ) segment .
As of December 31, 2025, we served more than 28,000 end customers across more than 100 countries, with no customer representing more than 10% of billings or accounts receivable for the years ended December 31, 2025 and 2024. We classify our customer base by size and geography: ■ Small Business (“SMB”) segment.
We believe delivering and expanding product functionality is critical to enhancing the success of new and existing customers while new product development further reinforces our breadth of solutions. Intellectual Property We rely on a combination of trade secrets, copyrights, and trademarks to establish and protect our intellectual property rights.
We believe expanding functionality and introducing adjacent products is critical to customer success and reinforces the breadth of our solutions. Intellectual Property We rely on a combination of trade secrets, copyrights, and trademarks to establish and protect our intellectual property rights. We also rely on contractual protections, such as license, assignment, and confidentiality agreements, and technical measures.
Built on a Platform-as-a-Service (PaaS) architecture, it combines modularity with tailored, industry-specific functionality to address critical operational challenges and manage data effectively across third-party cloud vendors like Microsoft, Salesforce, Google, AWS, Box, and Dropbox.
Built on a Platform-as-a-Service (PaaS) architecture, the platform combines modularity with tailored functionality to address operational challenges and manage data effectively across a broad set of cloud and content ecosystems.
Historically, our first quarter has been our lowest revenue quarter and our fourth quarter has been our highest revenue quarter, however those results are not necessarily indicative of future quarterly revenue or full year results. Additionally, the timing of new product and service introductions can significantly impact revenue.
Seasonality Our quarterly revenue can fluctuate and does not necessarily grow sequentially when measuring any one fiscal quarter’s revenue against another. Historically, our first quarter has been our lowest revenue quarter and our fourth quarter has been our highest revenue quarter, however those results are not necessarily indicative of future quarterly revenue or full year results.
To do so, we have made significant investments in our customer success program and in technology which provides additional telemetry to enhance our understanding of how customers use our solutions, which we believe will deepen our relationships with existing customers. ■ Expand the AvePoint Confidence Platform Offerings.
We constantly seek to increase customer satisfaction, decrease time to value, reduce customer churn and set up successful land and expand opportunities. To do so, we have made significant investments in our customer success program and in technology which provides additional telemetry to enhance our understanding of how customers use our solutions.
Management of Corporate Governance Resources In 2024, we took significant steps to reinforce our commitment to corporate governance and ethical practices, aligning with our strategic priorities.
Management of Corporate Governance Resources In 2025, we continued taking significant steps to reinforce our commitment to corporate governance and ethical practices, aligning with our strategic priorities. We completed our yearly review of all corporate governance policies, seeking to ensure they are in line with current industry standards, regulatory requirements and our values, and address emerging issues.
Our AvePoint Elements Platform, which is aimed specifically at enabling MSPs to seamlessly manage multiple clients, clouds and tenants, reflects our ongoing focus on and investment in this important route to market, as further discussed below. ■ Strategic Partnerships .
The Elements edition of the Confidence Platform enables MSPs to seamlessly manage multiple clients, clouds and tenants to drive more efficient revenue growth, and reflects our ongoing focus on this important route to market.
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ITEM 1. BUSINESS Company Overview AvePoint empowers organizations of all sizes, industries, and regions with its cloud-native data management software platform, enabling them to prepare, secure, and optimize their critical data. The AvePoint Confidence Platform unifies data security, governance, and business continuity into a seamless, resilient experience, addressing the most pressing challenges in today’s complex digital landscape.
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ITEM 1. BUSINESS Company Overview AvePoint is a global provider of modern data protection, enabling organizations to secure, govern, and operationalize data at scale across major cloud ecosystems. Customers rely on the AvePoint Confidence Platform to reduce risk, improve operational efficiency, and accelerate digital transformation as they adopt cloud collaboration and artificial intelligence (" AI ")-driven advanced tools and workflows.
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In a world where data is sprawling across hybrid work environments and generative artificial intelligence (“ AI ”) technologies are rapidly emerging, AvePoint stands out with its platform-first strategy. By integrating features and solutions to optimize operations, AvePoint delivers more than basic security controls—it redefines how businesses manage their most sensitive data and critical assets.
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As organizations embed AI into core business processes, data becomes both a strategic asset and a growing source of risk. AI can amplify the impact of poor data hygiene, including sensitive data exposure, compliance failures, and operational disruption.
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This holistic and automated approach enables organizations to secure the perimeter for sensitive data, strategically govern digital workspaces, and ensure compliance with evolving regulatory requirements.
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Enterprises increasingly require a modern data foundation where data is discoverable, classified, governed, protected, and recoverable by design. 4 Table of Contents PART I Item 1 The Enterprise Challenges We Address Our solutions are designed to address four pervasive and interconnected enterprise data challenges: ■ Legacy and fragmented data that limits visibility, governance, and AI readiness; ■ Overexposed data that increases security, privacy, and regulatory risk; ■ Digital sprawl that drives operational complexity and rising total cost of ownership; and ■ Data loss and interruption, which threaten business continuity and organizational resilience.
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Organizations today face a host of challenges that make a robust data management strategy indispensable, including: ■ Optimizing data for AI: As organizations modernize their data ecosystems, the complexities of leveraging generative AI technologies require proper governance, security, and lifecycle management.
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By addressing these challenges through an integrated platform, we enable organizations to reduce risk, lower complexity, and accelerate time-to-value from their data. Platform Model and Recurring Revenue Dynamics Our platform model is designed to deliver compounding customer value over time, which supports durable recurring revenue.
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With AvePoint, companies can extract more value from complex datasets, make informed decisions, reduce workloads, and enhance customer experiences. ■ Explosive data growth: The hybrid work model and software-as-a-service (“ SaaS ”) proliferation have led to a surge in unstructured, sensitive data.
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As customers increase adoption across workloads, users, geographies, and use cases, they gain improved visibility, cleaner data, stronger governance, and enhanced resilience outcomes and capabilities that become more valuable as data volumes and AI usage grow.
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AvePoint’s solutions tackle the sprawl with robust control and protection measures to manage this growth. ■ A dangerous threat landscape and complex regulations: Companies are navigating increasing cyber threats and global regulatory demands.
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This dynamic supports a reinforcing model: broader platform adoption improves data trust and control, which increases platform utility and drives additional use cases and module adoption over time.
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AvePoint ensures data is protected, secure, and compliant, helping mitigate financial, operational, and reputational risks. ■ The need for automation: To monitor, govern, and respond to threats efficiently, organizations require streamlined, automated platforms that deliver rapid value. AvePoint’s automation layer integrates seamlessly to achieve this efficiency.
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And in turn, this improved platform penetration increases switching costs and supports ongoing improvements in gross and net retention metrics, as AvePoint becomes more strategic and embedded within our customers. 5 Table of Contents PART I Item 1 Our Platform AvePoint Confidence Platform The AvePoint Confidence Platform is a comprehensive and integrated set of solutions that empowers technology teams including: IT operations, development operations, and cybersecurity to govern and secure the digital workplace.
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Guided by its Beyond Secure philosophy, AvePoint goes beyond traditional boundaries to inspire trust, enabling organizations to focus on innovation while protecting against data breaches and unauthorized access.
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These include major hyperscalers and enterprise applications such as Microsoft, Salesforce, Google, AWS, Box, and Dropbox, as well as other collaboration, identity and developer platforms such as Docusign, Confluence, GitHub, Jira, Okta, Bitbucket, Smartsheet and Monday.com. Through connections and extensions to existing cloud services, the platform is designed to provide flexibility, consolidate point solutions, and accelerate customer return on investment.
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For over 20 years, AvePoint has continually innovated to provide solutions that meet the demands of modern data management, empowering businesses to overcome challenges and unlock new possibilities in an ever-evolving landscape. 4 Table of Contents PART I Item 1 Platform Overview The AvePoint Confidence Platform delivers a comprehensive and integrated set of SaaS solutions, empowering users in a variety of technology roles—including IT operations, development operations, and cybersecurity—to govern and secure the digital workplace.
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Suites The AvePoint Confidence Platform consists of three interconnected suites: ■ Control Suite : Automates data governance, enforces policies, and optimizes SaaS investments, enables expense management and reduction, and provides insight into access, risk, and entitlements across collaborative platforms. ■ Resilience Suite: Supports business continuity and compliance through Backup-as-a-Service, ransomware recovery, lifecycle management, and classification-driven protection. ■ Modernization Suite: Modernizes legacy systems and processes into AI-ready, SaaS-based experiences to accelerate employee engagement, digital transformation, and productivity.
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With extensions to existing cloud services and new applications leveraging common underlying SaaS services, the platform provides superior flexibility, and presents a compelling solution for organizations seeking efficient, consolidated solutions amidst budget uncertainty and the demand for faster ROI. With these capabilities, the Confidence Platform allows organizations to move forward confidently, thriving within a sustainable security framework.
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Packaging We deliver our capabilities through modular suites designed to meet customers at their maturity level and expand over time. We have begun packaging the suite capabilities of the AvePoint Confidence Platform into tiered bundles to simplify selling and adoption using a "good-better-best" model aligned to customer profiles and a clear growth path.
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It stands out from competitors through three key differentiators: ■ A Complete, Actionable Picture of Your Data Estate: The platform’s Command Centers enable organizations to establish a comprehensive view of pressing business issues and implement scalable, automated remediation, ensuring seamless governance and management of vast amounts of critical information. ■ Shared Accountability: Scalable security requires a culture of responsibility.
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While we expect these bundles will continue to evolve as they become more popular in the market, today they are focused primarily on the capabilities of the Control and Resilience suites, and are offered as follows: ■ "Essentials" bundle (Tier 1): ■ Control: Establishes the baseline for data security, compliance, productivity, and AI readiness with tools to streamline data governance, simplify data management, and enhance security. ■ Resilience: Protects cloud data from external attacks and insider threats with better visibility into data being backed up to recover faster. ■ "Plus" bundle (Tier 2): ■ Control: Supports proactive and persistent data security measures by automating governance, delegating administration and reducing costs. ■ Resilience: Provides comprehensive, automated backup with granular recovery capabilities for the most crucial customer workloads. ■ "Complete" bundle (Tier 3): ■ Control: Offers the most strategic approach to data security aimed at mitigating risks and driving AI transformation. ■ Resilience: Provides complete protection of the entire cloud estate with data optimization capabilities to more effectively manage data risk. 6 Table of Contents PART I Item 1 Strategic Use Cases Customers typically begin with one strategic use case and expand across additional capabilities as requirements mature.
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The Confidence Platform empowers data leaders to operationalize digital workspace security, promoting accountability from data owners and streamlining governance across multiple collaboration platforms. ■ Programmatic Protection: The platform employs a tiered data protection strategy to minimize attack surfaces and compliance risks while delivering exceptional data security.
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Key use cases include: ■ AI Confidence and Readiness : Improve data quality, security, governance, and adoption to accelerate AI-driven innovation while reducing exposure, regulatory, and integrity risks. ■ Ransomware Protection and Disaster Recovery : Protect and rapidly recover critical workloads across major ecosystems to reduce downtime and limit the operational and financial impact of cyber incidents. ■ Cloud ROI and Optimization : Reduce waste by rightsizing licenses, reclaiming redundant storage, consolidating solutions/vendors, and automating workflows. ■ Operational Governance : Operationalize governance through automated provisioning, lifecycle management, and policy enforcement across clouds. ■ Security Posture Management : Discover, monitor, and control AI agents to strengthen compliance, security, and trust as organizations scale AI. ■ Agentic AI Governance : Discover, monitor, and control AI agents to strengthen compliance, security, and trust as organizations scale AI. ■ Regulatory Compliance and Information Lifecycle : Automate information lifecycle management - from classification to retention and disposition - while maintaining auditable controls and reducing data bloat. ■ Cloud Transformation and Modernization : Execute secure, high-fidelity migrations with permission mapping and in-flight clean-up.
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Its integrated approach to data security and governance provides risk management, audit, and regulatory teams with the assurance they need to meet compliance obligations efficiently. The AvePoint Confidence Platform is organized into three interconnected suites, each addressing specific business drivers and customer needs: ■ The Control Suite: Focused on automating data governance and proactively enforcing policies to reduce security risks.
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Surface user analytics to drive adoption post-cutover, rationalize legacy data, and unlock the full value of cloud investments. ■ Multi-Tenant Management : Manage multiple tenants at scale with consistent baselines, cross-tenant policy automation, and unified reporting. Reduce tickets, prove value with measurable outcomes, and deliver repeatable, profitable managed services.
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Infrastructure and operations teams can oversee and protect business-critical data across multiple collaboration tools. ■ The Resilience Suite: Designed to ensure business continuity, preserve critical records, and facilitate compliance with regulations.
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Our Technology and Architecture We believe platform architecture matters because it determines how effectively organizations can discover, govern, protect, and recover data across distributed, multi-cloud environments. We believe the following attributes and characteristics of our platform architecture allow us to offer a differentiated approach to modern data security and business intelligence.
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It provides risk management and regulatory teams with the tools to navigate the complex compliance landscape effectively. ■ The Modernization Suite: Focused on transforming legacy data and processes for modern SaaS platforms. It empowers change management teams to drive digital transformation with AI-ready solutions, enhancing employee engagement and productivity while accelerating the impact of these changes.
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Rich Inventory of Data Characteristics Rather than merely storing logs, our platform creates a dynamic inventory of data characteristics synthesized from unstructured data streams.
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Built with security and scale in mind, the AvePoint Confidence Platform operates across 14 global data centers, adhering to rigorous industry standards, including ISO certifications, HITRUST CSF, SOC 2 Type II accreditation, and FedRAMP (Moderate) Authorization. This ensures that customers benefit from continuous upgrades, enhanced security, and the ability to meet evolving data management challenges.
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In the modern enterprise, data is rarely static, it flows from business applications and generative AI tools in high-volume, unstructured formats such as collaborative communications, automated agent outputs, and complex document metadata. ■ Defining Unstructured Data : This includes the high-volume, diverse outputs of modern work: emails, chat logs, call transcriptions, sensor data, digital workspace, access controls, productivity cloud services documents (i.e.
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As a result, the AvePoint Confidence Platform stands out as a true platform offering, delivering spend consolidation, efficiency gains, and immediate value for customers.
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M365 files, Google Workspace files, Adobe files, Docusign, GitHub, Atlassian, etc.), and AI-generated outputs. ■ The Evolution of Attributes : As this data is processed, its attributes (such as sensitivity, intent, and lineage) change in real-time. ■ The Governance Imperative : Because unstructured data is often the first place sensitive information or threats appear, it must be governed and managed in near real-time.
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It doesn’t just solve problems—it redefines how businesses secure, govern, and optimize their most critical data assets, empowering them to thrive in the transformative era of AI-driven innovation. 5 Table of Contents PART I Item 1 Within each suite are a number of capabilities addressing critical customer needs.
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By capturing how the business environment operates on corporate data as it happens, our platform provides superior insights into business outcomes that traditional, static databases often miss. Modern Data Protection Architecture & Interoperability The AvePoint Confidence Platform serves as a foundational layer within any data protection framework.
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The products are typically licensed according to the number of users within the organization, while some include a consumption-based component.
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We do not just reside within the network; we act as the authoritative control plane for policy management and real-time remediation. By maintaining interoperability across hybrid-cloud environments, we enforce strict identity verification and "least privilege" access at the data layer.
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Lastly, because the AvePoint Confidence Platform is built upon a common data engine and common data layer, the purchase of products from multiple suites provides an incremental benefit to customers in the form of more intelligent and relevant data insights and automation. ■ The Control Suite offers the following capabilities: o Operationalize collaborative workspaces : centralize the management of SaaS solutions and productivity applications, with the flexibility to configure and delegate control for different end-users; o Regulatory compliance automation : Implement, enforce, and prove that access and configuration policies across collaborative workspaces comply with internal or regulatory requirements; o Access and risk management : gain insight into who has access to critical data and where the company is at risk; and o Cost optimization : maximize the return on SaaS subscription investments through real-time management and allocation of entitlements; ■ The Resilience Suite offers the following capabilities: o Backup-as-a-Service : support workloads in cloud Infrastructure-as-a-Service and PaaS, including protection against and recovery from ransomware attacks, accidental deletions and user error in a variety of SaaS applications, as well as support for a range of on-premises workloads; o Data classification : automate data tagging, classification and protection to prevent loss; o Storage optimization : archive stale content from active systems to reduce cloud storage costs and improve data quality; and o Information lifecycle management : manage information and ensure compliance, optimize cloud storage, streamline processes, and unlock data driven insights. ■ The Modernization Suite offers the following capabilities: o Data modernization and restructuring: seamlessly move and transform legacy data for use by modern SaaS platforms; o Process modernization: transform manual processes with built-in data insights and process automation for Line of Business and role-based applications; and o Workforce transformation measurement: enable employees to thrive through AI-powered insights into employee engagement and sentiment. 6 Table of Contents PART I Item 1 Our Growth Strategy Our aggressive pursuit of the enormous long-term market opportunity we see includes the following growth strategies: ■ Accelerate Customer Adoption and Retention .
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If a data characteristic shifts - signaling a potential breach or policy violation - the platform is designed to trigger immediate remediation, ensuring that trust is never assumed and always verified. 7 Table of Contents PART I Item 1 Elastic Data Engine & AI Threat Layer We have engineered a layered architecture designed for massive scale and proactive defense.
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Given the importance of the data we protect, the workloads we service, and the cost and functionality benefits we offer, customers quickly find our solutions to be mission critical. Nevertheless, we constantly seek to increase customer satisfaction, decrease time to value, reduce customer churn and set up successful land and expand opportunities.
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This engine is specifically tuned to identify and neutralize threats inherent to the AI era: ■ Business Logic Layer : Defines the specific security and operational rules required by the organization. ■ Elastic Scaling Data Abstraction Layer : Decouples logic from physical storage, allowing the system to expand instantly to meet massive data surges without performance degradation. ■ AI-Specific Remediation : Our proprietary algorithms are designed to catch emergent threats including: ○ The "Zero-Trust" AI Foundation : Neutralizing the existential risk of AI-driven data leaks by enforcing automated, real-time "Least-Privilege" security. ○ Autonomous Agent Governance : Preventing "Shadow AI" through a centralized command-and-control layer for autonomous agents and Copilots. ○ AI Data Integrity & Hallucination Defense : Maximizing AI ROI by purging the "Data Debt" that causes model inaccuracy and corporate liability. ○ Unified Multi-SaaS AI Guardrails : Harmonizing security and compliance across the fragmented, multi-vendor AI landscape. ○ Mission-Critical AI Resilience : Guaranteeing the uptime integrity of AI-integrated business processes through ultra-high-speed recovery.
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We will also continue investing to support Microsoft, Salesforce, Google, AWS, Box, DropBox and other ecosystems for our customers, many of whom leverage multiple cloud vendors. ■ Broaden our Market Presence. The market we are targeting is rapidly growing and largely unpenetrated.
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Application Programming Interface (" API ")-Driven Automation and Orchestration The AvePoint Confidence Platform provides a robust API framework that functions as the connective tissue for security operations. ■ Integration : Seamlessly connects with existing IT stacks, SIEMs, and SOAR platforms. ■ Orchestration : Automatically triggers the response mechanism for incident and problem resolution systems.
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This strategy, which combines the expertise of our highly-trained direct sales force with the leverage of valuable indirect routes to market, including our strong and growing partner ecosystem, has created a powerful and differentiated go-to-market approach.
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By orchestrating the end-to-end lifecycle of a security event, we reduce "Mean Time to Repair" (MTTR) and ensure consistent policy enforcement at a scale human operators cannot achieve manually. ■ Integration layer : Primary connectors (e.g., M365, Salesforce, Google, AWS, Box/Dropbox) and what "deep integration" means in practice. ■ Discovery/classification layer : Metadata, labeling/sensitivity, ownership/lineage, scanning approach. ■ Policy and automation engine : Access governance, lifecycle actions, retention/disposition, workflow automation. ■ Protection and recovery services : Backup architecture, recovery workflows, ransomware recovery/testing (where applicable). ■ Analytics/insights : Risk posture, usage optimization, compliance reporting.
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In addition, our increased investment in our customer success program, which reflects our strategy of improving both customer adoption and retention, positions us to continue expanding within our existing customer base, which we believe remains a significant growth opportunity.
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Security, Compliance, and Trust We support customer requirements for security and compliance through our operational controls, certifications, and global service delivery footprint. ■ Encryption and Key Management : All customer data is encrypted both in transit (using TLS 1.2 or greater) and at rest (using AES-256).
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This team employs a proactive, relationship-focused approach, designed to ensure that our valued customers get the care they need to rapidly deploy, and receive value from, their investment in the AvePoint Confidence Platform and the AvePoint Elements Platform. Our direct sales force is organized by geography and customer size, as discussed further below.
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We support advanced key management strategies, including Bring Your Own Key (BYOK) for enterprise customers requiring granular control over data access. ■ Global Sovereignty : To comply with increasingly fragmented data privacy laws (such as the General Data Protection Regulation (“ GDPR ”)), we offer multi-geo tenancy, allowing customers to specify exactly which regional data centers house their data and metadata. ■ Certifications and Authorization : We maintain a comprehensive compliance portfolio, including SOC 2 Type II attestation, ISO 27001/27017/27018 certifications, and compliance with HITRUST CSF v11.0.1., CSA STAR, and IRAP.
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In addition, we employ a number of indirect routes to market, which include the following: ■ Channel Ecosystem . We leverage our partner and distribution channel network across customers of all sizes, especially those in the small business and mid-market segments.
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Furthermore, our authorization under FedRAMP (moderate) validates our ability to serve U.S. federal agencies, serving as a strong proxy for security maturity to the broader market.
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As of December 31, 2024, our global channel partner program includes approximately 5,000 managed service providers, value added resellers, and systems integrators. ■ Partner Marketplaces . Our solutions are available in more than 100 software marketplaces around the world through our distribution and marketplace partners.
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Lastly, in 2025 we achieved Information System Security Management and Assessment Program (ISMAP) certification in Japan, one of the most comprehensive government security standards in the world. ■ Operational Controls : We employ strict Role-Based Access Control (RBAC), continuous vulnerability scanning, and a secure software development lifecycle (SDLC) to minimize risk and ensure auditability across all platform operations. 8 Table of Contents PART I ITEM 1 Customer Support and Success Our customer success approach is proactive and relationship-focused, designed to help customers rapidly deploy and realize value from the AvePoint Confidence Platform and ensure strong customer retention and expansion.
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We leverage marketplaces to create operational efficiencies with automation in procurement and provisioning, and to grow and scale our acquisition of the small business market, primarily through managed service providers (“ MSPs ”).
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This includes: ■ onboarding and enablement model, adoption reviews, technical success coverage ■ support tiers and escalation/incident response posture ■ premium unified support services, which provide technical on-site support to optimize and allow for tight integration of our solutions to our customers' expansive multi-cloud infrastructure We maintain a Net Promoter Score above 50, an elite benchmark in B2B SaaS and at a level typically associated with best-in-class customer satisfaction and loyalty, per CustomerGauge benchmarking data.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeCyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers of services are expected to continue to be targeted. Threats include traditional computer “hackers,” malicious code (such as viruses and worms), phishing attacks, employee theft or misuse and denial-of-service attacks. Sophisticated nation-states and nation-state supported actors now engage in such attacks, including advanced persistent threat intrusions.
Biggest changeThreats include traditional computer “hackers,” malicious code (such as viruses and worms), phishing attacks, employee theft or misuse and denial-of-service attacks. Sophisticated nation-states and nation-state supported actors now engage in such attacks, including advanced persistent threat intrusions. The growth in state sponsored cyber activity showcases the increasing sophistication of cyber threats and could dramatically expand the global threat landscape.
If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment. Risks Related to Our Business Our success depends on our technology partners.
If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment. Risks Related to Our Business Our success depends, in part, on our technology partners.
If we invest substantial time and resources to expand our international operations and is unable to do so successfully, our business and operating results will suffer. 26 Table of Contents P ART I Item 1A We are exposed to fluctuations in currency exchange rates, which could negatively our revenue and earnings.
If we invest substantial time and resources to expand our international operations and is unable to do so successfully, our business and operating results will suffer. 26 Table of Contents P ART I Item 1A We are exposed to fluctuations in currency exchange rates, which could negatively affect our revenue and earnings.
Based on the results of that analysis, if, as, and when necessary, we will subsequently implement a remediation plan that will include tools, training, and education to ensure (A) repeatable procedures are being implemented that protect the confidentiality, availability, and integrity of assets from threats and vulnerabilities in accordance with the ISMA standards and protocols, and (B) that vulnerability testing is being performed, measured, and documented across our global operations landscape.
Based on the results of that analysis, if, as, and when necessary, we will subsequently implement a remediation plan that will include tools, training, and education to ensure (A) repeatable procedures are being implemented that protect the confidentiality, availability, and integrity of assets from threats and vulnerabilities in accordance with the ISMS standards and protocols, and (B) that vulnerability testing is being performed, measured, and documented across our global operations landscape.
The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause shareholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and stock price. 32 Table of Contents PART I Items 1B and 1C ITEM 1B.
The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and stock price. 32 Table of Contents PART I Items 1B and 1C ITEM 1B.
We devote significant financial and personnel resources to implement and maintain security measures; however, such resources may not be sufficient, and as cyber-security threats develop, evolve and grow more complex over time, it may be necessary to make significant further investments to protect our data and infrastructure.
We devote significant financial and personnel resources to implement and maintain security measures; however, such resources may not be sufficient, and as cybersecurity threats develop, evolve and grow more complex over time, it may be necessary to make significant further investments to protect our data and infrastructure.
We are required, pursuant to Section 404 of SOX, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of December 31, 2024.
We are required, pursuant to Section 404 of SOX, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of December 31, 2025.
Our international operations will involve a variety of risks, including: ■ Changes in a country’s or region’s political or economic conditions; ■ Economic uncertainty around the world and adverse effects arising from economic interdependencies across countries and regions; ■ The need to adapt and localize products and services for specific countries; ■ Greater difficulty in receiving payments from different geographies, including difficulties associated with currency fluctuations, transfer of funds, longer payment cycles and collecting accounts receivable, especially in emerging markets; 25 Table of Contents P ART I Item 1A ■ Potential changes in trade relations arising from policy initiatives implemented by the current administration or by a successor administration; ■ Compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations; ■ Unexpected changes in laws, regulatory requirements, taxes, or trade laws; ■ More stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe; ■ Differing labor regulations, especially in Europe, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations; ■ Challenges inherent in efficiently managing an increased number of employees over large geographic distances (including in a work-from-home environment), including the need to implement appropriate systems, policies, benefits, and compliance programs; ■ Difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems; ■ Increased travel, real estate, infrastructure, and legal compliance costs associated with international operations; ■ Currency exchange rate fluctuations and the resulting effect on revenue and expenses, and the cost and risk of entering into hedging transactions if we elect to do so in the future; ■ Limitations on the ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries; ■ Laws and business practices favoring local competitors or general preferences for local vendors; ■ limited or insufficient intellectual property protection or difficulties enforcing our intellectual property; ■ Political instability or terrorist activities; ■ Exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S.
Our international operations will involve a variety of risks, including: ■ Changes in a country’s or region’s political or economic conditions; ■ Economic uncertainty around the world and adverse effects arising from economic interdependencies across countries and regions; ■ The need to adapt and localize products and services for specific countries; ■ Greater difficulty in receiving payments from different geographies, including difficulties associated with currency fluctuations, transfer of funds, longer payment cycles and collecting accounts receivable, especially in emerging markets; 25 Table of Contents P ART I Item 1A ■ Potential changes in trade relations arising from policy initiatives implemented by the current administration or by a successor administration; ■ Compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations; ■ Unexpected changes in laws, regulatory requirements, taxes, or trade laws; ■ More stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe, including the GDPR, the EU Data Act, and the EU AI Act; ■ Differing labor regulations, especially in Europe, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations; ■ Challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs; ■ Difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems; ■ Increased travel, real estate, infrastructure, and legal compliance costs associated with international operations; ■ Currency exchange rate fluctuations and the resulting effect on revenue and expenses, and the cost and risk of entering into hedging transactions if we elect to do so in the future; ■ Limitations on the ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries; ■ Laws and business practices favoring local competitors or general preferences for local vendors; ■ Limited or insufficient intellectual property protection or difficulties enforcing our intellectual property; ■ Political instability or terrorist activities; ■ Exposure to liabilities under anti-corruption and anti-money laundering laws, including the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S.
This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, including the existing material weakness, if not remediated. We are also required to disclose changes made in our internal control and procedures on a quarterly basis.
This assessment is required to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, including any existing material weakness, if not remediated. We are also required to disclose changes made in our internal control and procedures on a quarterly basis.
We have experienced strong growth in recent periods, and our recent growth rates may not be indicative of our future growth. We have experienced strong growth in recent periods. In future periods, we may not be able to sustain revenue growth consistent with recent history, or at all.
We have experienced strong growth in recent periods. In future periods, we may not be able to sustain revenue growth consistent with recent history, or at all.
As a result, our operating results may be significantly worse than forecasted. Our failure to achieve or maintain sufficient and performant data transmission capacity could significantly reduce demand for our products and services. Seasonal or singular events may significantly increase the traffic on our own and the used third-party’s servers and the usage volume of our products.
Our failure to achieve or maintain sufficient and performant data transmission capacity could significantly reduce demand for our products and services. Seasonal or singular events may significantly increase the traffic on our own and the used third-party’s servers and the usage volume of our products.
Any such changes could limit or terminate our ability to use these third-party solutions and provide our customers with the full range of our products and services.
Any such changes could limit our ability to use these third-party solutions and provide our customers with the full range of our products and services, and our business could be negatively impacted if we fail to retain these relationships.
The significant majority of our customers choose to integrate their products and services with, or as an enhancement of, third-party solutions such as infrastructure, platforms or applications, in particular from Microsoft. The functionality and popularity of our products and services depend largely on our ability to integrate our platform with third-party solutions, in particular Microsoft’s Azure, SharePoint, and Office 365.
The majority of our customers choose to integrate their products and services with, or as an enhancement of, third-party solutions, and the functionality and popularity of our products and services depend largely on our ability to integrate our platform with third-party solutions.
Any such failure, as well as a prolonged disruption, a cybersecurity event or any other negative event affecting our third-party providers and leading to customer dissatisfaction, could harm our relationship with our customers, our reputation and brand, our revenue, our business, and our results of operations.
Any such failure, as well as a prolonged disruption, a cybersecurity event or any other negative event affecting our third-party providers and leading to customer dissatisfaction, could harm our relationship with our customers, our reputation and brand, our revenue, our business, and our results of operations. 19 Table of Contents P ART I Item 1A We have experienced strong growth in recent periods, and our recent growth rates may not be indicative of our future growth.
A significant portion of our operating costs are from our third-party data hosting and transmission services. If the costs for such services increase due to vendor consolidation, regulation, contract renegotiation or otherwise, we may not be able to increase the fees for our products and services to cover the changes.
If the costs for such services increase due to vendor consolidation, regulation, contract renegotiation or otherwise, we may not be able to increase the fees for our products and services to cover the cost increases. As a result, our operating results may be significantly worse than forecasted.
The growth in state sponsored cyber activity showcases the increasing sophistication of cyber threats and could dramatically expand the global threat landscape. While no single company can thwart a nation state attack, we work to implement and continuously improve security-aware software development, operational management, and threat-mitigation practices that are essential to the strong protection of services and data.
While no single company can thwart a nation state attack, we work to implement and continuously improve security-aware software development, operational management, and threat-mitigation practices that are essential to the strong protection of services and data. AvePoint has experience spanning multiple decades of building enterprise software and running online services around the world.
In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem. Risks Related to Data Privacy and Cybersecurity To the extent our security measures are compromised, our products and services may be perceived as not being secure.
In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem.
This may result in customers curtailing or ceasing their use of our products and services, our reputation being harmed, the incurrence of significant liabilities, and harm to our results of operations and growth prospects. Our operations may, in some cases, involve the storage, transmission and other processing of customer data or information.
Risks Related to Data Privacy and Cybersecurity To the extent our security measures are compromised, our products and services may be perceived as not being secure. This may result in customers curtailing or ceasing their use of our products and services, our reputation being harmed, the incurrence of significant liabilities, and harm to our results of operations and growth prospects.
Our operations depend, in part, on our third-party providers’ protection of these facilities from natural disasters, power or telecommunications failures, criminal acts, or similar events. If any third-party facility’s arrangement is terminated, or our service lapses, we could experience interruptions in our platform, latency, as well as delays and additional expenses in arranging new facilities and services.
If any third-party facility's arrangement is terminated, or our service lapses, we could experience interruptions in our platform latency, as well as delays and additional expenses in arranging new facilities and services. A significant portion of our operating costs are from our third-party data hosting and transmission services.
We are dependent on technology partner solutions for several major categories of our offerings, including data management, migration, governance, protection and backup. As a result, our customers’ satisfaction with our products are highly dependent on their perception of, and satisfaction with, our third-party providers and their respective offerings.
Many of our products work interactively with partner solutions, and, as a result, our customers' satisfaction with our products is, to some extent, contingent on their perception of, and satisfaction with, our third-party providers and their respective offerings. Third-party providers may change the features of their solutions.
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In particular, our technical advantages are highly dependent on our partnership with Microsoft and other major software providers. Should Microsoft or these other providers acquire competitors that heavily overlap with our capabilities, or develop competing features, we may lose customer acquisition momentum and fail to secure renewals or growth targets.
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In particular, a portion of our technology works interactively with major software providers. Should any of these providers change the features of their solutions, suffer disruptions, performance issues, or cybersecurity incidents, or should we fail to retain these relationships, our customer relationships, reputation, business and results of operations could be negatively affected.
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We will continue to depend on various third-party relationships to sustain and grow our business. Third-party providers may change the features of their solutions, alter their governing terms, or end the solutions’ availability altogether. They may restrict our ability to add, customize or integrate systems, functionality and customer experiences.
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We deliver the AvePoint Confidence Platform and our related cloud services through cloud-hosted infrastructure operated by third-party hyperscaler cloud providers. Our platform services are deployed across multiple geographically distributed data centers and regions, and may be hosted in environments operated by GCP, Azure, and AWS to support customer requirements for performance, resilience, and data residency.
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Our business would be negatively impacted if we fail to retain these relationships for any reason, including due to third parties’ failure to support or secure their technology or integrations; errors, bugs, or defects in their technology; or changes in our products and services.
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We deploy our services across multiple data centers within key geographies and maintain additional regional capacity to support disaster recovery and business continuity.
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Strategic technology partners and third parties may not be successful in building integrations, co-marketing our products and services to provide significant volume and quality of lead referrals or continue to work with us as their respective products evolve. Identifying, negotiating and documenting relationships with additional strategic technology partners require significant resources. Integrating third-party technology can be complex, costly and time-consuming.
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Our operations depend in part on these third-party cloud providers to maintain the availability, security, and physical protection of their facilities and underlying networks from natural disasters, power or telecommunications failures, criminal acts, cyber incidents, and other disruptive events.
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Third parties may be unwilling to build integrations. We may be required to devote additional resources to develop integrations for our own products. Strategic technology partners or providers of solutions with which we have integrations may decide to compete with us or enter into arrangements with our competitors, resulting in such partners or providers withdrawing support for our integrations.
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International trade policies, including tariffs, sanctions, and trade barriers, may adversely affect our business, financial condition, results of operations, and prospects. In recent months, markets, businesses, and consumers have reacted adversely to volatility and uncertainty in international trade policies.
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Our agreements with our partners are generally non-exclusive, meaning our partners may offer products from several different companies to their customers. Specifically, Microsoft and other major platform providers could end partnerships, cease marketing our offerings, with limited or no notice and with little or no penalty, or decide to purchase strong competition, or incorporate our capabilities into native solutions.
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Among other things, significant and new tariffs, sanctions, and trade barriers have been imposed and modified, impacting a broad range of raw materials, goods and international trade. Although our current business model is not directly reliant on the import or export of physical goods, tariffs or other trade policies may indirectly adversely impact our business.
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Any of these developments would negatively impact our business. Microsoft and other cloud platform providers may furthermore introduce functionality that competes with our products and services, as a result of an acquisition, or their own development.
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For example, any future tariffs on software as a service could make our products more expensive, decrease our profitability or lessen demand for our products. Additionally, any of our customers affected by current or future tariffs may find themselves in an expense-reducing environment and not renew or reduce a contract with us upon renewal.
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Additionally, we rely heavily on our early access to preview Microsoft technology, which enables our product strategy and development teams to anticipate future opportunities as well as validate our current direction.
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While we continue to monitor trade developments, the ultimate impact of these risks remains uncertain and any prolonged economic downturn, escalation in trade tensions, or deterioration in international perception of U.S.-based companies could materially and adversely affect our business, financial condition, results of operations, and prospects.
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In situations where Microsoft introduces competitive features to our products, including a Microsoft premium option, some customers will choose a simpler first-party solution to their problem, even at a greater cost to them.
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Risks Related to our Common Stock Transfer between our common stock traded on the SGX-ST and our common stock traded on Nasdaq may adversely affect the liquidity and/or trading price of each other and price variations may occur between these two markets.
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Microsoft and other cloud providers may also choose to make it difficult for third party providers like us to continue making the necessary application programming interface (“ API ”) calls to provide their solutions, as illustrated by an increase in API “throttling” in recent years or API quotas provided by Salesforce. 19 Table of Contents P ART I Item 1A Although we typically receive significant advance notice of new product releases from Microsoft, Microsoft does not always preview their technology with us or other partners and, as a result, it is possible that we may not receive advance notice of changes in features and functionality of new technologies with which our products will need to interoperate.
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Our common stock is currently traded on Nasdaq and the Main Board of Singapore Exchange Securities Trading Limited (the “ SGX-ST ”).
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If this was to happen, there could be an increased risk of product incompatibility. Any failure of our products and services to operate effectively with solutions could result in customer dissatisfaction and harm to our business, and could reduce the demand for our products and services.
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Subject to compliance with U.S. securities laws and procedures of The Central Depository (Pte) Limited (“ CDP ”) holders of our common stock may use CDP’s procedures for cross border securities transfers via The Depository Trust Company to transfer common stock traded on the SGX-ST to Nasdaq.
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If we are unable to respond to these changes or failures in a cost-effective manner, our products and services may become less marketable, less competitive, or obsolete, and the results of our operations may be negatively impacted. We have a strategic technology partnership with Microsoft for the collaboration to co-sell and co-market our products and services to new customers.
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Any holder of common stock traded on Nasdaq may also transfer such interests for trading on the SGX-ST. In the event that a substantial number of shares of common stock are exchanged between these markets, the liquidity and trading price of our common stock on the SGX-ST and common stock on Nasdaq may be adversely affected.
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If our relationships with our strategic technology partners, such as Microsoft, are disrupted or if the co-sell and co-market program was ended for any reason, we may receive less revenue and incur costs to form other revenue-generating strategic technology partnerships.
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Additionally, trading in our common stock on these markets will be made in different currencies and take place at different times (resulting from different time zones, different trading days and different public holidays in the United States and Singapore). The trading prices of our common stock on these two markets may differ due to these and other factors.
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We currently serve the majority of our SaaS offerings from third-party data center hosting facilities in different geographical locations that are operated by Microsoft. Our products and services, in particular SaaS offerings, are deployed to multiple data centers within these geographies, with additional geographies available for disaster recovery.
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Any decrease in the price of our common stock on one of these markets could cause a decrease in the trading price of our common stock on the other market.
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Foreign Corrupt Practices Act of 1977, as amended (the “ FCPA ”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S.
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On the other hand, investors could also seek to sell or buy our common stock to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in the trading price of our common stock.
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AvePoint has experience spanning multiple decades of building enterprise software and running online services around the world.
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The time required for the transfer between our common stock traded on the SGX-ST and our common stock traded on Nasdaq might be longer than expected and investors might not be able to settle or effect any sale of their securities during this period, and the transfer involves costs.
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There is no direct trading or settlement between Nasdaq and the SGX-ST. CDP both acts as central depositary for the SGX-ST and is a DTC participant and facilitates settlement between the two markets via its procedures for cross border securities transfers via DTC.
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In addition, the time differences between Singapore and New York, unforeseen market circumstances, temporary closure of the facilities offered by CDP for cross border securities transfers via DTC, the procedures of a stockholder’s brokers in Singapore and/or the United States, or other factors may delay the transfer of common stock from trading on the SGX-ST to Nasdaq (and vice versa).
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Investors will be prevented from settling or effecting the sale of their securities during such periods of delay. In addition, there is no assurance that any transfer of common stock from trading on the SGX-ST to Nasdaq (and vice versa) will be completed in accordance with the timelines that stockholders may anticipate.
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Furthermore, CDP and other DTC participants are entitled to charge holders fees for cross border securities transfers via DTC. Brokers in Singapore and/or the United States may charge additional fees. As a result, stockholders who transfer common stock from the SGX-ST to Nasdaq (and vice versa) may not achieve the anticipated level of economic return.
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Our operations may, in some cases, involve the storage, transmission, and other processing of customer data or information. Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers of services are expected to continue to be targeted.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeNominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee oversees risks associated with data privacy and information security, which encompasses cybersecurity. Our CISO and Chief Compliance Officer, among other executives, provide periodic reports to our Nominating and Corporate Governance Committee and also meet with our Nominating and Corporate Governance Committee to discuss any material events when they arise.
Biggest changeOur CISO and Chief Compliance Officer, among other executives, provide periodic reports to our Nominating and Corporate Governance Committee and also meet with our Nominating and Corporate Governance Committee to discuss any material events when they arise.
Our three ISO certifications add to the company’s overall resiliency strategy and commitment to security for all customers, which includes other accreditations including SOC 2 Type II, compliance with HITRUST CSF v11.0.1., CSA STAR, IRAP and FedRAMP. 33 Table of Contents Our privacy and security program dictates a governance structure whereby we: ● Regularly engage senior management on data privacy and security issues; ● Align policies, procedures, and technical controls to demonstrate our process and our commitment to our customers and users; ● Train each of our employees on all privacy and security expectations; ● Conduct regular phishing email simulations for employees and contractors with access to corporate email systems to enhance awareness and responsiveness to such possible threats; ● Maintain a robust cybersecurity incident response plan, which provides a framework for handling cybersecurity incidents based on, among other factors, the potential severity of the incident and facilitates cross-functional coordination across AvePoint; ● Periodically run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our processes and technologies; ● Maintain cybersecurity insurance and regularly review our policy and levels of coverage based on current risks; ● Monitor emerging data protection and cybersecurity laws, and implement changes to our processes, systems and offerings designed to comply, and through policy, practice and contract (as applicable) require employees, as well as third parties who provide services on our behalf, to treat customer information and data with care; ● Complete several cyber-specific audits per year; and ● Engage consultants and other third parties in connection with our cybersecurity practices.
Our three ISO certifications add to the Company’s overall resiliency strategy and commitment to security for all customers, which includes other accreditations including SOC 2 Type II, compliance with HITRUST CSF v11.0.1., CSA STAR, IRAP, FedRAMP, and ISMAP. 33 Table of Contents Our privacy and security program dictates a governance structure whereby we: ● Regularly engage senior management on data privacy and security issues; ● Align policies, procedures, and technical controls to demonstrate our process and our commitment to our customers and users; ● Train each of our employees on all privacy and security expectations; ● Conduct regular phishing email simulations for employees and contractors with access to corporate email systems to enhance awareness and responsiveness to such possible threats; ● Maintain a robust cybersecurity incident response plan, which provides a framework for handling cybersecurity incidents based on, among other factors, the potential severity of the incident and facilitates cross-functional coordination across AvePoint; ● Periodically run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our processes and technologies; ● Maintain cybersecurity insurance and regularly review our policy and levels of coverage based on current risks; ● Monitor emerging data protection and cybersecurity laws, and implement changes to our processes, systems and offerings designed to comply, and through policy, practice and contract (as applicable) require employees, as well as third parties who provide services on our behalf, to treat customer information and data with care; ● Complete several cyber-specific audits per year; and ● Engage consultants and other third parties in connection with our cybersecurity practices.
Our Nominating and Corporate Governance Committee seeks these updates to facilitate proactive governance and to address emerging cybersecurity issues with management. In 2024, we did not identify any privacy or cybersecurity threats that materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Our Nominating and Corporate Governance Committee seeks these updates to facilitate proactive governance and to address emerging cybersecurity issues with management. In 2025, we did not identify any privacy or cybersecurity threats that materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
We also generally require third parties to maintain security controls to protect our confidential information and data, and to notify us of material data breaches that may impact our data. 34 Table of Contents Our Chief Risk, Privacy and Information Security Officer (“ CISO ”) leads the company’s privacy, data protection and security program.
We also generally require third parties to maintain security controls to protect our confidential information and data, and to notify us of material data breaches that may impact our data. 34 Table of Contents Our Chief Risk, Privacy and Information Security Officer (“CISO”) leads the Company’s privacy, data protection and security program.
Threats include traditional computer “hackers,” malicious code (such as viruses and worms), phishing attacks, employee theft or misuse and denial-of-service attacks, and use of AI. We have experienced cyberattacks in the past, and although immaterial, there can be no guarantee that in the future such cyberattacks will not be material.
Threats include traditional computer “hackers,” malicious code (such as viruses and worms), phishing attacks, employee theft or misuse and denial-of-service attacks, and use of AI. We have experienced cyberattacks in the past, and although we believe them to have been immaterial, there can be no guarantee that in the future such cyberattacks will not be material.
We have certified against, and demonstrated conformance to, the latest International Organization for Standardization’s (“ISO”) information security management system audit using the 27001:2022, 27701:2019, and 27017:2015 frameworks.
We have certified against, and demonstrated conformance to, the latest International Organization for Standardization’s (“ ISO ”) information security management system audit using the 27001:2022, 27701:2019, and 27017:2015 frameworks.
Disclosure of the Board ’ s Roles and Responsibilities Our Board oversees risks from cybersecurity threats using a multi-faceted approach that involves the Nominating and Corporate Governance Committee and various executive roles. Additionally, our CISO and Chief Compliance Officer regularly report on cybersecurity matters to the Board, as discussed above.
Disclosure of the Board ’ s Roles and Responsibilities Our Board oversees risks from cybersecurity threats using a multi-faceted approach that involves the Nominating and Corporate Governance Committee and various executive roles. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee oversees risks associated with data privacy and information security, which encompasses cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAdditional Space We believe that our current facilities are adequate to meet our needs for the immediate future and that suitable additional space will be available to accommodate any expansion of our operations as needed.
Biggest changeOur principal operating offices are located in Richmond, Virginia, United States, and consist of 11,965 square feet under a lease that expires in 2027. Additional Space We believe that our current facilities are adequate to meet our needs for the immediate future and that suitable additional space will be available to accommodate any expansion of our operations as needed.
ITEM 2. PROPERTIES We and our subsidiaries are obligated under various non-cancelable operating leases for office space. The initial terms of the leases expire on various dates through 2030.
ITEM 2. PROPERTIES We and our subsidiaries are obligated under various non-cancelable operating leases for office space and other facilities. The initial terms of the leases expire on various dates through 2030.
As of December 31, 2024, we had 230,282 square feet of leased office space across the United States, Australia, Canada, China, France, Germany, Japan, Netherlands, the Philippines, Singapore, South Africa, South Korea, Sweden, Switzerland, the United Kingdom, Vietnam and Malaysia.
As of December 31, 2025, we had 296,677 square feet of leased office space across the United States, Australia, Canada, China, France, Germany, Japan, Netherlands, the Philippines, Singapore, South Africa, South Korea, Sweden, Switzerland, the United Kingdom, Vietnam and Malaysia.
The table below shows a summary of the square footage of our office and other facilities owned and leased domestically and internationally as of December 31, 2024: (Square feet in thousands) Location Owned Leased Total U.S. — 41.5 41.5 International 16.4 188.8 205.2 Total 16.4 230.3 246.7 Our Principal Offices Our principal executive headquarters are located in Jersey City, New Jersey, United States, and consist of approximately 15,467 square feet under a lease that expires in 2030.
The table below shows a summary of the square footage of our office and other facilities owned and leased domestically and internationally as of December 31, 2025: (Square feet in thousands) Location Owned Leased Total U.S. — 43.1 43.1 International — 253.6 253.6 Total — 296.7 296.7 Our Principal Offices Our principal executive offices are located in Jersey City, New Jersey, United States, and consist of 15,467 square feet under a lease that expires in 2030.
Removed
Our principal operating offices are located in Richmond, Virginia, United States, where we lease approximately 11,965 square feet under a lease that expires in 2027. Use of Facilities We use our principal executive headquarters primarily for our executive management, information technology, human resources, and marketing teams, as well as for certain of data privacy and security teams.
Removed
We use our principal operating headquarters for our finance, accounting, legal, general administration, certain information technology, support, data privacy and security, and sales teams.
Removed
Our other facilities across the globe are used for some or all of the aforementioned operating purposes, as well as for research and development, customer support, data storage, accounts receivable and payable, and other administrative and operational purposes.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS In the normal course of our business, we may be involved in various claims, negotiations, and legal actions.
Biggest changeITEM 3. LEGAL PROCEEDINGS In the normal course of business, we may be involved in various claims, negotiations, and legal actions.
Except for such claims that arise in the normal course of business, as of and for the fiscal quarter and the fiscal year ended December 31, 2024, we are not a party to any material asserted, ongoing, threatened, or pending claims, suits, assessments, proceedings, or other litigation.
Except for such claims that arise in the normal course of business, as of and for the fiscal quarter and the fiscal year ended December 31, 2025, we are not a party to any material asserted, ongoing, threatened, or pending claims, suits, assessments, proceedings, or other litigation.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases made pursuant to the Share Repurchase Program may be conducted in compliance with Exchange Act Rule 10b-18 and/or Exchange Act Rule 10b5-1. Purchases made pursuant to the Share Repurchase Program will be conducted in compliance with all other applicable legal, regulatory, and internal policy requirements, including our Insider Trading Policy.
Biggest changeAny purchases made pursuant to the Share Repurchase Program are to be conducted in compliance with all other applicable legal, regulatory, and internal policy requirements, including our Insider Trading Policy. We are not obligated to make purchases of, nor are we obligated to acquire any particular amount of, common stock under the Share Purchase Program.
In December 2024, the required price thresholds were met, leading to the private issuance of 2,964,658 Company Earn-Out Shares, and a payment of $0.6 million to certain holders of common stock and options.
In December 2024, all required price thresholds were met, leading to the private issuance of 2,964,658 Company Earn-Out Shares, and a payment of $0.6 million to certain holders of common stock and options.
Except as noted in “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” (Part II, Item 7 of this Annual Report) below, there are currently no contractual restrictions on our ability to pay dividends in cash or shares.
Except as noted in "Management's Discussion and Analysis of Financial Condition and Results of Operations" (Part II, Item 7 of this Annual Report) below, there are currently no contractual restrictions on our ability to pay dividends in cash or shares.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the Nasdaq Global Select Market (the “ Nasdaq ”) under the symbol “AVPT,” and our public warrants are traded on the Nasdaq under the symbol “AVPTW”.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the Nasdaq Global Select Market (the “ Nasdaq ”) under the symbol “AVPT” and on the SGX-ST under the symbol "AVP".
Securities Authorized for Issuance Under Equity Compensation Plans See “ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ” (Part III, Item 12 of this Annual Report) and “ Note 16 — Stock-Based Compensation ” (Part II, Item 8 of this Annual Report) for more information. 37 Table of Contents PART II Items 5 and 6 Issuer Purchaser of Equity Securities On March 17, 2022, we announced that our Board authorized a new share repurchase program (the “ Share Repurchase Program ”) for us to buy back shares of our common stock.
Securities Authorized for Issuance Under Equity Compensation Plans See “ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ” (Part III, Item 12 of this Annual Report) and “ Note 16 — Stock-Based Compensation ” (Part II, Item 8 of this Annual Report) for more information. 37 Table of Contents PART II Items 5 and 6 Issuer Purchases of Equity Securities On March 17, 2022, we announced that our Board authorized a three-year share repurchase program (the “ Share Repurchase Program ”), which was renewed for an additional three years on February 25, 2025.
Any future determination to pay dividends is at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements, and other factors that our Board may deem relevant.
Dividend Policy We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and, therefore, we do not anticipate paying any dividends in the foreseeable future Any future determination to pay dividends is at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries' indebtedness, and will depend on our results of operations, financial condition, capital requirements, and other factors that our Board may deem relevant.
The following table presents information with respect to common stock shares repurchased under the Share Repurchase Program during the period from October 1, 2024 to December 31, 2024: Period Total number of shares purchased (1) Average price paid per share (2) Total number of shares purchased as part of the Share Repurchase Program Approximate dollar value of shares that may yet be purchased under the Share Repurchase Program (3) October 1, 2024 - October 31, 2024 2,641 $11.5426 2,641 $69,301,774 November 1, 2024 - November 30, 2024 15,564 $13.3491 15,564 $69,094,010 December 1, 2024 - December 31, 2024 613,882 $18.0987 613,882 $57,938,519 (1) All shares reported herein, including shares repurchased to satisfy employee taxes on vesting RSUs and Company Earn-out Shares, were purchased pursuant to the publicly announced Share Repurchase Program.
The following table presents information with respect to shares of our common stock repurchased under the Share Repurchase Program during the period from October 1, 2025 to December 31, 2025: Period Total number of shares purchased (1) Average price paid per share (2) Total number of shares purchased as part of the Share Repurchase Program Approximate dollar value of shares that may yet be purchased under the Share Repurchase Program (3) October 1, 2025 - October 31, 2025 2,900 $14.7391 2,900 $122,922,237 November 1, 2025 - November 30, 2025 528,825 $12.9450 528,825 $116,076,603 December 1, 2025 - December 31, 2025 1,133,939 $13.7154 1,133,939 $100,524,226 (1) All shares reported herein, including shares repurchased to satisfy employee taxes on vesting RSUs, were purchased pursuant to the publicly announced Share Repurchase Program.
Under the Share Repurchase Program, we have the authority to buy up to $150 million of our common stock via acquisitions in the open market or privately negotiated transactions. The Share Repurchase Program will remain open for a period of three years from the date of authorization.
Under the Share Repurchase Program, we have the authority to buy up to $150 million of our common stock via acquisitions in the open market or privately negotiated transactions. Purchases made pursuant to the Share Repurchase Program may be conducted in compliance with Exchange Act Rule 10b-18 and/or Exchange Act Rule 10b5-1.
We are not obligated to make purchases of, nor are we obligated to acquire any particular amount of, common stock under the Share Purchase Program. The Share Repurchase Program may be suspended or discontinued at any time.
The Share Repurchase Program may be suspended or discontinued at any time.
These figures do not include a substantially greater number of beneficial holders of our common stock and public warrants whose shares (or warrants to purchase shares) are held by banks, brokers, and other financial institutions.
Current Stockholder and Common Stock Information On February 25, 2026, there were 215,466,019 shares of common stock issued and outstanding held of record by one hundred eleven holders. This figure does not include a substantially greater number of beneficial holders of our common stock whose shares are held in street name by banks, brokers, and other financial institutions.
Removed
Company Earn-Out Pursuant to the Apex Business Combination, certain holders of common stock and certain holders of options would be issued additional shares of AvePoint’s common stock, as follows (the “ Company Earn-Out Shares ”): ■ 1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 (a) AvePoint’s stock price is greater than or equal to $12.50 over any 20 trading days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share; ■ 1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 (a) AvePoint’s stock price is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share; ■ 1,000,000 shares of AvePoint’s common stock, in the aggregate, if at any time from July 1, 2021 through July 1, 2028 (a) AvePoint’s stock price is greater than or equal to $17.50 over any 20 trading days within any 30 trading day period or (b) the Company consummates a subsequent transaction, which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share.
Added
Company Earn-Out In connection with the transactions contemplated by a business combination agreement we entered into in July 2021 with certain members of Apex Technology Acquisition Corporation (" Apex ") and a number of qualified institutional buyers and accredited investors, certain holders of common stock and options would be issued additional shares of AvePoint's common stock upon certain price thresholds being met (the " Company Earn-Out Shares ").
Removed
Current Stockholder and Common Stock Information On February 26, 2025, there were 201,831,243 shares of common stock issued and outstanding held of record by one hundred sixty-two holders, and 7,219,451 warrants outstanding held of record by two holders.
Removed
Dividend Policy We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and, therefore, we do not anticipate paying any dividends in the foreseeable future.

Item 7. Management's Discussion & Analysis

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

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Biggest changeCost of Revenue, Gross Profit, and Gross Margin Cost of revenue, gross profit, and gross margin during the years ended December 31, 2024 and 2023 were as follows: Year Ended December 31, Change 2024 2023 Amount % (in thousands, except percentages) Cost of revenue: SaaS $ 41,544 $ 35,924 $ 5,620 15.6 % Term license and support 1,584 1,946 (362 ) (18.6 )% Services 38,757 38,807 (50 ) (0.1 )% Maintenance 641 783 (142 ) (18.1 )% Total cost of revenue $ 82,526 $ 77,460 $ 5,066 6.5 % Gross profit 247,956 194,365 53,591 27.6 % Gross margin 75.0 % 71.5 % — — GAAP cost of revenue $ 82,526 $ 77,460 $ 5,066 6.5 % Stock-based compensation expense (1,315 ) (3,161 ) 1,846 (58.4 )% Amortization of acquired intangible assets (961 ) (964 ) 3 (0.3 )% Non-GAAP cost of revenue $ 80,250 $ 73,335 $ 6,915 9.4 % Non-GAAP gross profit 250,232 198,490 51,742 26.1 % Non-GAAP gross margin 75.7 % 73.0 % — — Cost of revenue increased 6.5% to $82.5 million for the year ended December 31, 2024 , driven by a $3.0 million increase in aggregated hosting costs and a $2.3 million increase in personnel costs resulting from increased SaaS revenue. 44 Table of Contents PART II Item 7 Operating Expenses Sales and Marketing Sales and marketing expenses during the years ended December 31, 2024 and 2023 were as follows: Year Ended December 31, Change 2024 2023 Amount % (in thousands, except percentages) Sales and marketing $ 122,869 $ 112,105 $ 10,764 9.6 % Percentage of revenue 37.2 % 41.2 % — — GAAP sales and marketing $ 122,869 $ 112,105 $ 10,764 9.6 % Stock-based compensation expense (8,965 ) (9,518 ) 553 (5.8 )% Amortization of acquired intangible assets (459 ) (492 ) 33 (6.7 )% Non-GAAP sales and marketing $ 113,445 $ 102,095 $ 11,350 11.1 % Non-GAAP percentage of revenue 34.3 % 37.6 % — — Sales and marketing expenses increased 9.6% to $122.9 million for the year ended December 31, 2024 , primarily driven by a $8.5 million increase in personnel costs, which included additional headcount and other investments in the business to respond to strong customer demand for our solutions and provide support for future growth.
Biggest changeCost of Revenue, Gross Profit, and Gross Margin Cost of revenue, gross profit, and gross margin during the years ended December 31, 2025 and 2024 were as follows: Year Ended December 31, Change 2025 2024 Amount % (in thousands, except percentages) Cost of revenue: SaaS $ 57,302 $ 41,544 $ 15,758 37.9 % Term license and support 1,360 1,584 (224 ) (14.1 )% Services 49,764 38,757 11,007 28.4 % Maintenance 375 641 (266 ) (41.5 )% Total cost of revenue $ 108,801 $ 82,526 $ 26,275 31.8 % Gross profit 310,696 247,956 62,740 25.3 % Gross margin 74.1 % 75.0 % — — GAAP cost of revenue $ 108,801 $ 82,526 $ 26,275 31.8 % Stock-based compensation expense (1,512 ) (1,315 ) (197 ) 15.0 % Amortization of acquired intangible assets (1,433 ) (961 ) (472 ) 49.1 % Non-GAAP cost of revenue $ 105,856 $ 80,250 $ 25,606 31.9 % Non-GAAP gross profit 313,641 250,232 63,409 25.3 % Non-GAAP gross margin 74.8 % 75.7 % — — Cost of revenue increased 31.8% to $108.8 million for the year ended December 31, 2025 , driven primarily by a $12.2 million increase in aggregated hosting costs resulting from increased SaaS revenue and a $11.0 million increase in personnel costs. 44 Table of Contents PART II Item 7 Operating Expenses Sales and Marketing Sales and marketing expenses during the years ended December 31, 2025 and 2024 were as follows: Year Ended December 31, Change 2025 2024 Amount % (in thousands, except percentages) Sales and marketing $ 144,026 $ 122,869 $ 21,157 17.2 % Percentage of revenue 34.3 % 37.2 % — — GAAP sales and marketing $ 144,026 $ 122,869 $ 21,157 17.2 % Stock-based compensation expense (10,098 ) (8,965 ) (1,133 ) 12.6 % Amortization of acquired intangible assets (532 ) (459 ) (73 ) 15.9 % Non-GAAP sales and marketing $ 133,396 $ 113,445 $ 19,951 17.6 % Non-GAAP percentage of revenue 31.8 % 34.3 % — — Sales and marketing expenses increased 17.2% to $144.0 million for the year ended December 31, 2025 , primarily driven by a $17.5 million increase in personnel costs, which included additional headcount and other investments in the business to respond to strong customer demand for our solutions and provide support for future growth.
The MD&A should be read in conjunction with the other sections of this Annual Report on Form 10-K, including our audited, consolidated financial statements and related notes contained in Part II, Item 8. Financial Statements and Supplementary Data, and the discussion of risk factors that may affect future results in Part I, Item 1.A. Risk Factors.
The MD&A should be read in conjunction with the other sections of this Annual Report on Form 10-K, including our audited, consolidated financial statements and related notes contained in Part II, Item 8. Financial Statements and Supplementary Data, and the discussion of risk factors that may affect future results in Part I, Item 1A. Risk Factors.
Existing customers have and will continue to transition to SaaS and term licenses, which will further support the continued decline in maintenance revenue.
Additionally, existing maintenance customers have and will continue to transition to SaaS and term licenses, which will further support the continued decline in maintenance revenue.
Adjusted for FX, total ARR increased 25% year-over-year. Growth in ARR is driven by both new customer acquisition and the expansion of existing customer relationships. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or replace these items.
Adjusted for FX, total ARR increased 26% year-over-year. Growth in ARR is driven by both new customer acquisition and the expansion of existing customer relationships. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or replace these items.
Pursuant to the Loan Agreement, we pledged, assigned and granted HSBC a security interest in all shares of our subsidiaries, future proceeds, and assets as security for our obligations under the Loan Agreement. As of December 31, 2024, we are compliant with all covenants and had no borrowings outstanding under the Loan Agreement.
Pursuant to the Loan Agreement, we pledged, assigned and granted HSBC a security interest in all shares of our subsidiaries, future proceeds, and assets as security for our obligations under the Loan Agreement. As of December 31, 2025 , we are compliant with all covenants and had no borrowings outstanding under the Loan Agreement.
Borrowings under the line bear interest at a rate equal to term SOFR plus 3.0% to 3.3% depending on the Consolidated Total Leverage Ratio. The line carries an unused fee at a rate equal to 0.5%. Any proceeds of borrowings under the Loan Agreement will be used for general corporate purposes.
Borrowings under the line bear interest at a rate equal to term SOFR plus 3.0% to 3.3% depending on the Consolidated Total Leverage Ratio. The line carries an unused fee at a rate equal to 0.5%. Any borrowings under the Loan Agreement will be used for general corporate purposes.
To date, we are in compliance with all covenants under the Loan Agreement. We have not at any time, including as of and for the fiscal year ending as of December 31, 2024, borrowed under the Loan Agreement.
To date, we are in compliance with all covenants under the Loan Agreement. We have not at any time, including as of and for the fiscal year ending as of December 31, 2025, borrowed under the Loan Agreement.
Other (Expense) Income, net Other (expense) income, net consists primarily of fair value adjustments on earn-out and warrant liabilities, realized gain/loss for securities, and of foreign currency remeasurement gains/losses. Income Taxes We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions.
Other Income (Expense), net Other income (expense), net consists primarily of interest income and realized gains and losses for securities, foreign currency remeasurement gains and losses, and fair value adjustments on earn-out and warrant liabilities. Income Taxes We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions.
The description of the Loan Agreement is qualified in its entirety by the full text of such agreement, a copy of which is attached as an exhibit to this Annual Report. Leasing Obligations We are obligated under various non-cancelable operating leases for office space. The initial terms of the leases expire on various dates through 2030.
The description of the Loan Agreement is qualified in its entirety by the full text of such agreement, a copy of which is attached as an exhibit to this Annual Report. Leasing Obligations We are obligated under various non-cancelable operating leases for office space and other facilities. The initial terms of the leases expire on various dates through 2032.
This section generally discusses the results of our operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
This section generally discusses the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024.
For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Part II, Item 7, “ Management ’s Discussion and Analysis of Financial Condition and Results of Operations ” in our Annual Report on Form 10-K for the year ended December 31, 2023 , which discussion is incorporated herein by reference. 2024 Business Highlights ■ As of December 31, 2024, total annual recurring revenue (“ ARR ”) was $327.0 million, representing 24% year-over-year growth.
For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, “ Management ’s Discussion and Analysis of Financial Condition and Results of Operations ” in our Annual Report on Form 10-K for the year ended December 31, 2024 , which discussion is incorporated herein by reference. 2025 Business Highlights ■ As of December 31, 2025, total annual recurring revenue (“ ARR ”) was $416.8 million, representing 27% year-over-year growth.
We calculate ARR as the annualized sum of contractually obligated Annual Contract Value (“ ACV ”) from SaaS, term license and support, and maintenance revenue sources from all active customers at the end of a reporting period. As of December 31, 2024 and 2023, total ARR was $327.0 million and $264.5 million, respectively, representing growth of 24%.
We calculate ARR as the annualized sum of contractually obligated Annual Contract Value (“ ACV ”) from SaaS, term license and support, and maintenance revenue sources from all active customers at the end of a reporting period. As of December 31, 2025 and 2024, total ARR was $416.8 million and $327.0 million, respectively, representing growth of 27%.
Annual Recurring Revenue December 31, 2024 2023 Total ARR ($ in mil) $ 327.0 $ 264.5 We believe ARR further enables measurement of our business performance, is an important metric for financial forecasting, and better enables us to make strategic business decisions.
Annual Recurring Revenue December 31, 2025 2024 Total ARR ($ in mil) $ 416.8 $ 327.0 We believe ARR enables measurement of our business performance, is an important metric for financial forecasting, and better enables us to make strategic business decisions.
The effective tax rate, which equals the income tax provision divided by pretax loss from continuing operations, was (19.4)% for the year ended December 31, 2024 , compared to (15.5)% for the year ended December 31, 2023 .
The effective tax rate, which equals the income tax provision divided by pretax income (loss) from continuing operations, was 13.3% for the year ended December 31, 2025 , compared to (19.4)% for the year ended December 31, 2024 .
The decline in sales and marketing expenses as a percentage of revenue reflects the continued scaling of the company’s focus on channel partnerships and strategies as well as ongoing improvements in overall sales efficiency.
The continued decline in sales and marketing expenses as a percentage of revenue reflects the ongoing scaling of the Company’s channel strategy as well as consistent improvements in overall sales efficiency.
Services revenue from managed services are recognized ratably or on a straight-line basis over the contract term. Maintenance revenue is a result of selling on-going support for legacy perpetual licenses. It also includes recurring professional services such as technical account management. Maintenance revenue is recognized ratably over the term of the maintenance agreement, which is typically one year.
Services revenue from managed services are recognized ratably or on a straight-line basis over the contract term. Maintenance revenue is a result of selling on-going support for legacy perpetual licenses. Maintenance revenue is recognized ratably over the term of the maintenance agreement, which is typically one year.
Non-GAAP operating income was $47.6 million, compared to non-GAAP operating income of $22.2 million in 2023; and ■ Net cash provided by operating activities was $88.9 million, representing 27% of revenue, compared to $34.7 million, representing 13% of revenue, for the year ended December 31, 2023.
Non-GAAP operating income was $79.2 million, compared to non-GAAP operating income of $47.6 million in 2024; and ■ Net cash provided by operating activities was $85.3 million, representing 20% of revenue, compared to $88.9 million, representing 27% of revenue, for the year ended December 31, 2024.
During the years ended December 31, 2024 and 2023, total rent expense for facilities amounted to $7.2 million and $6.8 million, respectively. As of December 31, 2024, letters of credit have been issued in the amount of $1.0 million as security for operating leases. The letters of credit are secured by certificates of deposit and a line of credit.
During the years ended December 31, 2025 and 2024, total rent expense for facilities amounted to $9.2 million and $7.2 million, respectively. As of December 31, 2025, letters of credit have been issued in the amount of $1.0 million as security for operating leases.
The main considerations for non-cash items were stock-based compensation, which reflects ongoing compensation charges for the entity’s equity- and pre-merger liability-classified awards, operating lease right-of-use asset expense and mark to market adjustments on earnout and warrant liabilities.
The main considerations for non-cash items were stock-based compensation, operating lease right-of-use asset expense and mark to market adjustments on earnout and warrant liabilities.
Investing Activities Net cash used in investing activities for the year ended December 31, 2024, was $2.6 million, primarily consisting of $3.0 million of purchases of property and equipment, $1.8 million in the purchase of investments, $1.8 million investment in notes, and $1.2 million in software development, partially offset by $5.4 million in maturities of short-term investments.
Net cash used in investing activities for the year ended December 31, 2024, was $2.6 mill ion, primarily consisting of $3.0 million of purchases of property and equipment, $1.8 million in the purchase of investments, $1.8 million investment in notes, and $1.2 million in software development, partially offset by the release of $5.4 million of certificates of deposit that were replaced by a sublimit of our line of credit.
Net cash used in financing activities for the year ended December 31, 2023, was $33.7 million, primarily due to $39.0 million in purchases of common stock, partially offset by $5.6 million of proceeds from the exercising of stock options. 49 Table of Contents PART II Item 7 Indebtedness Credit Facility We maintain a line of credit under the Loan Agreement with HSBC, as lender.
Net cash used in financing activities for the year ended December 31, 2024, was $15.5 million, primarily consisting of $33.1 million in purchases of common stock, $6.1 million in the redemption of the redeemable noncontrolling interest of MaivenPoint, and $4.0 million in the purchase of public warrants, partially offset by $17.2 million of proceeds from the exercising of warrants, and $11.0 million of proceeds from the exercising of stock options. 49 Table of Contents PART II Item 7 Indebtedness Credit Facility We maintain a line of credit under the Loan Agreement with HSBC, as lender.
Recently Issued and Adopted Accounting Pronouncements For information about recent accounting pronouncements, see Note 2 to the consolidated financial statements of this Annual Report. 52 Table of Contents PART II Item 7A
Recently Issued and Adopted Accounting Pronouncements For information about recent accounting pronouncements, see “ Note 2 - Summary of Significant Accounting Policies ” in Part II, Item 8 “ Financial Statements and Supplementary Data ” of this Annual Report. 52 Table of Contents PART II Item 7A
On a constant currency basis, SaaS revenue increased 44% year-over-year; ■ GAAP operating income was $7.2 million, compared to a GAAP operating loss of $(15.4) million in 2023.
On a constant currency basis, SaaS revenue increased 36% year-over-year; ■ GAAP operating income was $33.0 million, compared to GAAP operating income of $7.2 million in 2024.
Our estimates are based on our historical experience and on various other factors that our management believes are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Income Tax Provision Income tax provision during the years ended December 31, 2024 and 2023 was as follows: Year Ended December 31, Change 2024 2023 Amount % (in thousands, except percentages) Income tax expense $ 4,743 $ 2,887 $ 1,856 64.3 % Income tax expense for the year ended December 31, 2024 was $4.7 million as compared to $2.9 million for the year ended December 31, 2023.
Income Tax Provision Income tax provision during the years ended December 31, 2025 and 2024 was as follows: Year Ended December 31, Change 2025 2024 Amount % (in thousands, except percentages) Income tax expense $ 5,381 $ 4,743 $ 638 13.5 % Income tax expense for the year ended December 31, 2025 was $5.4 million as compared to $4.7 million for the year ended December 31, 2024.
The increase was primarily driven by a $3.9 million increase in personnel costs and $2.4 million in new fees related to the Company ’s investment in a growth equity fund. 45 Table of Contents PART II Item 7 Research and Development Research and development expenses during the years ended December 31, 2024 and 2023 were as follows: Year Ended December 31, Change 2024 2023 Amount % (in thousands, except percentages) Research and development $ 48,699 $ 36,340 $ 12,359 34.0 % Percentage of revenue 14.7 % 13.4 % — — GAAP research and development $ 48,699 $ 36,340 $ 12,359 34.0 % Stock-based compensation expense (8,296 ) (4,031 ) (4,265 ) 105.8 % Non-GAAP research and development $ 40,403 $ 32,309 $ 8,094 25.1 % Non-GAAP percentage of revenue 12.2 % 11.9 % — — Research and development expenses increased 34.0% to $48.7 million for the year ended December 31, 2024, primarily driven by a $10.7 million increase in personnel costs, which included additional headcount and ongoing investment in the development of new offerings and enhancements to existing offerings.
(the " Fund "). 45 Table of Contents PART II Item 7 Research and Development Research and development expenses during the years ended December 31, 2025 and 2024 were as follows: Year Ended December 31, Change 2025 2024 Amount % (in thousands, except percentages) Research and development $ 52,585 $ 48,699 $ 3,886 8.0 % Percentage of revenue 12.5 % 14.7 % — — GAAP research and development $ 52,585 $ 48,699 $ 3,886 8.0 % Stock-based compensation expense (8,149 ) (8,296 ) 147 (1.8 )% Non-GAAP research and development $ 44,436 $ 40,403 $ 4,033 10.0 % Non-GAAP percentage of revenue 10.6 % 12.2 % — — Research and development expenses increased 8.0% to $52.6 million for the year ended December 31, 2025, primarily driven by a $2.2 million increase in personnel costs, which included additional headcount and ongoing investment in the development of new offerings and enhancements to existing offerings, and a $0.7 million increase in training and development costs.
GAAP operating margin for the years ended December 31, 2024 and 2023 was 2.2% and (5.6)% , respectively. Non-GAAP operating margin for the years ended December 31, 2024 and 2023 was 14.4% and 8.1% , respectively.
GAAP operating margin for the years ended December 31, 2025 and 2024 was 7.9% and 2.2% , respectively. Non-GAAP operating margin for the years ended December 31, 2025 and 2024 was 18.9% and 14.4% , respectively.
The elimination of the effect of variability caused by stock-based compensation expense and the amortization of acquired intangible assets, both of which are non-cash expenses, provides a better representation as to the overall operating performance of the company.
The elimination of the effect of variability caused by stock-based compensation expense and the amortization of acquired intangible assets, both of which are non-cash expenses, and the one-time nature of the costs associated with our secondary listing on the SGX-ST and the net costs associated with the discontinuation of our participation in the Fund, provides a better representation as to the overall operating performance of the Company.
Year Ended December 31, 2024 2023 (in thousands) Net cash provided by operating activities $ 88,894 $ 34,694 Net cash used in investing activities (2,601 ) (5,648 ) Net cash used in financing activities (15,537 ) (33,667 ) 48 Table of Contents PART II Item 7 Operating Activities Net cash provided by operating activities for the year ended December 31, 2024, was $88.9 million, reflecting our net loss of $29.1 million, adjusted for non-cash items of $89.3 million and net cash inflows of $28.8 million from changes in our operating assets and liabilities.
Year Ended December 31, 2025 2024 (in thousands) Net cash provided by operating activities $ 85,257 $ 88,894 Net cash used in investing activities (20,200 ) (2,601 ) Net cash provided by (used in) financing activities 123,991 (15,537 ) 48 Table of Contents PART II Item 7 Operating Activities Net cash provided by operating activities for the year ended December 31, 2025, was $85.3 million, reflecting our net income of $35.1 million, adjusted for non-cash items of $60.5 million and net cash outflows of $10.4 million from changes in our operating assets and liabilities.
On a foreign exchange (“ FX ”) adjusted basis, total ARR increased 25% year-over-year; ■ Total revenue increased 22% year-over-year to $330.5 million. On a constant currency basis, total revenue increased 22% year-over-year; ■ SaaS revenue increased 43% year-over-year to $230.7 million and represented 70% of total revenue, compared to 59% of revenue in 2023.
On a foreign exchange (“ FX ”) adjusted basis, total ARR increased 26% year-over-year; ■ Total revenue increased 27% year-over-year to $419.5 million. On a constant currency basis, total revenue increased 25% year-over-year; ■ SaaS revenue increased 38% year-over-year to $319.2 million and represented 76% of total revenue, compared to 70% of revenue in 2024.
The main considerations of changes in operating assets and liabilities that resulted in cash outflows related to an increase in deferred contract costs and operating lease liabilities. This was partially offset by cash inflows related to an increase in deferred revenue that is partially offset by an increase in accounts receivable as a result of business growth.
The main considerations for non-cash items were stock-based compensation, operating lease right-of-use asset expense and depreciation and amortization. The main considerations of changes in operating assets and liabilities that resulted in cash inflows related to an increase in deferred revenue that is partially offset by an increase in accounts receivable as a result of business growth.
Accordingly, our effective tax rate could be affected by the relative proportion of foreign to domestic income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, applicability of any valuation allowances, and changes in tax laws in jurisdictions in which we operate. 42 Table of Contents PART II Item 7 Results of Operations The below period-to-period comparison of operating results are not necessarily indicative of results for future periods.
Accordingly, our effective tax rate could be affected by the relative proportion of foreign to domestic income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, applicability of any valuation allowances, and changes in tax laws in jurisdictions in which we operate.
EMEA revenues increased by 21.4% to $99.3 million, driven by a 39.8%, or $23.8 million, increase in SaaS revenue, partially offset by a $6.3 million combined decrease in term license and support, services and maintenance revenue.
EMEA revenues increased by 35.3% to $134.3 million, driven by a 43.1%, or $36.0 million, increase in SaaS revenue, partially offset by a $0.9 million combined net decrease in term license and support, services and maintenance revenue.
Key Business Metric Our management reviews the following key business metric to measure our performance, identify trends affecting our business, formulate business plans, make strategic decisions, and effectively allocate resources. We believe that both management and investors benefit from referring to this metric to evaluate progress against our growth strategies and gain additional transparency into performance trends.
We believe that both management and investors benefit from referring to this metric to evaluate progress against our growth strategies and gain additional transparency into performance trends.
General and Administrative General and administrative expenses during the years ended December 31, 2024 and 2023 were as follows: Year Ended December 31, Change 2024 2023 Amount % (in thousands, except percentages) General and administrative $ 69,222 $ 61,271 $ 7,951 13.0 % Percentage of revenue 20.9 % 22.5 % — — GAAP general and administrative $ 69,222 $ 61,271 $ 7,951 13.0 % Stock-based compensation expense (20,483 ) (19,338 ) (1,145 ) 5.9 % Non-GAAP general and administrative $ 48,739 $ 41,933 $ 6,806 16.2 % Non-GAAP percentage of revenue 14.7 % 15.4 % — — General and administrative expenses increased 13.0% to $69.2 million for the year ended December 31, 2024 .
General and Administrative General and administrative expenses during the years ended December 31, 2025 and 2024 were as follows: Year Ended December 31, Change 2025 2024 Amount % (in thousands, except percentages) General and administrative $ 81,050 $ 69,222 $ 11,828 17.1 % Percentage of revenue 19.3 % 20.9 % — — GAAP general and administrative $ 81,050 $ 69,222 $ 11,828 17.1 % Stock-based compensation expense (19,556 ) (20,483 ) 927 (4.5 )% Secondary listing costs (2,941 ) — (2,941 ) (100.0 )% Discontinuation of growth equity fund (1,917 ) — (1,917 ) (100.0 )% Non-GAAP general and administrative $ 56,636 $ 48,739 $ 7,897 16.2 % Non-GAAP percentage of revenue 13.5 % 14.7 % — — General and administrative expenses increased 17.1% to $81.1 million for the year ended December 31, 2025 .
APAC revenues increased 33.2% to $95.4 million, primarily driven by a 49.2%, or $15.2 million, increase in SaaS revenue, a 24.1%, or $6.9 million, increase in services revenue, and a $1.7 million combined increase in term license and support and maintenance revenue. 43 Table of Contents PART II Item 7 Non-GAAP Financial Measures In addition to our financial results determined in accordance with GAAP, we disclose non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, non-GAAP operating income and non-GAAP operating margin.
On a constant currency basis, APAC revenues increased 25.1%, while APAC SaaS revenues increased 37.5%. 43 Table of Contents PART II Item 7 Non-GAAP Financial Measures In addition to our financial results determined in accordance with GAAP, we disclose non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, non-GAAP operating income and non-GAAP operating margin.
We define non-GAAP operating income as GAAP operating income plus stock-based compensation and the amortization of acquired intangible assets. We define non-GAAP operating margin as non-GAAP operating income divided by revenue.
We define non-GAAP operating income as GAAP operating income plus the following items: stock-based compensation, the amortization of acquired intangible assets, the costs associated with our secondary listing on the SGX-ST, and the costs associated with the discontinuation of our participation in the Fund. We define non-GAAP operating margin as non-GAAP operating income divided by revenue.
We also have letters of credit issued in the amount of $1.0 million as security for operating leases, and $4.4 million as security for customer contingency agreements.
Our short-term liquidity needs primarily include working capital for sales and marketing, research and development, and continued innovation. We also have letters of credit issued in the amount of $1.0 million as security for operating leases, and $5.4 million as security for customer contingency agreements.
Revenue by geographic area during the years ended December 31, 2024 and 2023 was as follows: Year Ended December 31, Change 2024 2023 Amount % (in thousands, except percentages) North America $ 135,870 $ 118,490 $ 17,380 14.7 % EMEA 99,256 81,753 17,503 21.4 % APAC 95,356 71,582 23,774 33.2 % Total $ 330,482 $ 271,825 $ 58,657 21.6 % For the year ended December 31, 2024 , North America revenues increased 14.7% to $135.9 million, driven by a 43.6%, or $30.7 million, increase in SaaS revenue, partially offset by a $13.3 million combined decrease in term license and support, services and maintenance revenue.
Revenue by geographic area during the years ended December 31, 2025 and 2024 was as follows: Year Ended December 31, Change 2025 2024 Amount % (in thousands, except percentages) North America $ 164,808 $ 135,870 $ 28,938 21.3 % EMEA 134,312 99,256 35,056 35.3 % APAC 120,377 95,356 25,021 26.2 % Total $ 419,497 $ 330,482 $ 89,015 26.9 % For the year ended December 31, 2025 , North America revenues increased 21.3% to $164.8 million, driven by a 34.7%, or $35.1 million, increase in SaaS revenue, partially offset by a $6.2 million combined net decrease in term license and support, services and maintenance revenue.
Net cash provided by operating activities for the year ended December 31, 2023, was $34.7 million, reflecting our net loss of $21.5 million, adjusted for non-cash items of $58.6 million and net cash outflows of $2.4 million from changes in our operating assets and liabilities.
Net cash provided by operating activities for the year ended December 31, 2024, was $88.9 million, reflecting our net loss of $29.1 million, adjusted for non-cash items of $89.3 million and net cash inflows of $28.8 million from changes in our operating assets and liabilities.
Financing Activities Net cash used in financing activities for the year ended December 31, 2024, was $15.5 million, primarily due to $33.1 million in purchases of common stock, $6.1 million in the redemption of the redeemable noncontrolling interest of MaivenPoint, and $4.0 million in the purchase of public warrants, partially offset by $17.2 million of proceeds from the exercising of warrants, and $11.0 million of proceeds from the exercising of stock options.
Financing Activities Net cash provided by financing activities for the year ended December 31, 2025, was $124.0 million, primarily consisting of $168.2 million of proceeds from the exercises of warrants and, $17.7 million of proceeds from the exercises of stock options, partially offset by $49.8 million in purchases of common stock and $12.1 million to repurchase the noncontrolling interest in MaivenPoint Pte.
Comparison of the Years Ended December 31, 2024 and December 31, 2023 Revenue The components of AvePoint ’s revenue during the years ended December 31, 2024 and 2023 were as follows: Year Ended December 31, Change 2024 2023 Amount % (in thousands, except percentages) Revenue: SaaS $ 230,667 $ 160,961 $ 69,706 43.3 % Term license and support 44,560 52,744 (8,184 ) (15.5 )% Services 44,036 44,795 (759 ) (1.7 )% Maintenance 11,219 13,325 (2,106 ) (15.8 )% Total revenue $ 330,482 $ 271,825 $ 58,657 21.6 % Total revenue increased 21.6% to $330.5 million for the year ended December 31, 2024 , due to an increase in SaaS revenue, which increased 43.3% to $230.7 million, and represented 70% of total revenue, up from 59% of total revenue in the prior year.
Comparison of the Years Ended December 31, 2025 and December 31, 2024 Revenue The components of AvePoint ’s revenue during the years ended December 31, 2025 and 2024 were as follows: Year Ended December 31, Change 2025 2024 Amount % (in thousands, except percentages) Revenue: SaaS $ 319,167 $ 230,667 $ 88,500 38.4 % Term license and support 41,386 44,560 (3,174 ) (7.1 )% Services 53,839 44,036 9,803 22.3 % Maintenance 5,105 11,219 (6,114 ) (54.5 )% Total revenue $ 419,497 $ 330,482 $ 89,015 26.9 % Total revenue increased 26.9% to $419.5 million for the year ended December 31, 2025 , primarily due to an increase in SaaS revenue, which increased 38.4% to $319.2 million, and represented 76% of total revenue, up from 70% of total revenue in the prior year.
We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors. Sales and Marketing Sales and marketing expenses consist primarily of personnel-related expenses for sales, marketing and customer success personnel, stock-based compensation expense, sales commissions, marketing programs, travel-related expenses, overhead costs, depreciation and amortization.
Sales and Marketing Sales and marketing expenses consist primarily of personnel-related expenses for sales, marketing and customer success personnel, stock-based compensation expense, sales commissions, marketing programs, travel-related expenses, overhead costs, depreciation and amortization. We focus our sales and marketing efforts on creating sales leads and establishing and promoting our brand.
We plan to continue our investment in sales and marketing by hiring additional sales and marketing personnel, executing our go-to-market strategy globally, and building our brand awareness.
Incremental sales commissions for new customer contracts are deferred and amortized ratably over the estimated period of our relationship with such customers. We plan to continue our investment in sales and marketing by hiring additional sales and marketing personnel, executing our go-to-market strategy globally, and building our brand awareness.
The increase in non-GAAP operating margin was primarily attributable to the Company ’s enhanced focus on expense management and continued scaling of the Company ’s channel partner strategy. 47 Table of Contents PART II Item 7 Liquidity and Capital Resources As of December 31, 2024 , we had $290.7 million in cash and cash equivalents, $0.2 million in short-term investments and no outstanding debt.
The increase in both GAAP and non-GAAP operating margins was attributable to the Company ’ s revenue growth (in part benefitting from the continued scaling of the Company ’ s channel partner strategy) as well as to the Company ’s continued focus on expense management, while GAAP operating margins also improved due to the Company ’ s ongoing management of stock-based compensation expense, which represented less than 10% of total revenue in the year ended December 31, 2025. 47 Table of Contents PART II Item 7 Liquidity and Capital Resources As of December 31, 2025 , we had $481.1 million in cash and cash equivalents and no outstanding debt.
Net cash used in investing activities for the year ended December 31, 2023, was $5.6 mill ion, primarily consisting of $3.5 million in the purchase of investments, $2.1 million of purchases of property and equipment, $1.4 million in software development, and $1.3 million investment in notes, partially offset by $2.6 million in maturities of short-term investments.
Investing Activities Net cash used in investing activities for the year ended December 31, 2025, was $20.2 million, primarily consisting of $14.9 million paid in a business acquisition, $3.7 million of purchases of property and equipment, and $1.6 million in software development.
Our short-term liquidity needs primarily include working capital for sales and marketing, research and development, and continued innovation. In addition, we extended a credit facility with a remaining commitment of $1.5 million, and committed $50.0 million to a growth equity fund.
In addition, we extended a credit facility with a remaining commitment of $1.5 million, and a committed $50.0 million to the Fund.
Critical Accounting Estimates Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on the reported revenue generated and reported expenses incurred during the reporting periods.
See “ Note 18 – Segment Information ” (Part II, Item 8 of this Annual Report) for more information. Critical Accounting Estimates Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities.
The change in effective tax rates for the year ended December 31, 2024 , as compared to the year ended December 31, 2023 , was primarily due to the mix of pre-tax income (loss) results by jurisdictions taxed at different rates than 21%, a permanent item recorded for stock-based compensation, GILTI, fair value of earnout liability and changes in the valuation allowance in the U.S. and certain foreign jurisdictions. 46 Table of Contents PART II Item 7 Non-GAAP Operating Income and Non-GAAP Operating Margin The following table presents a reconciliation of non-GAAP operating income from the most comparable GAAP measure, operating income, for the periods presented: Year Ended December 31, 2024 2023 (in thousands, except percentages) GAAP operating income (loss) $ 7,166 $ (15,351 ) GAAP operating margin 2.2 % (5.6 )% Add: Stock-based compensation 39,059 36,048 Amortization of acquired intangible assets 1,420 1,456 Non-GAAP operating income $ 47,645 $ 22,153 Non-GAAP operating margin 14.4 % 8.1 % Non-GAAP operating income and non-GAAP operating margin are non-GAAP financial measures that our management uses to assess our overall performance.
Such a release would increase our effective tax rate in subsequent periods but would not affect cash paid for income taxes. 46 Table of Contents PART II Item 7 Non-GAAP Operating Income and Non-GAAP Operating Margin The following table presents a reconciliation of non-GAAP operating income from the most comparable GAAP measure, operating income, for the periods presented: Year Ended December 31, 2025 2024 (in thousands, except percentages) GAAP operating income $ 33,035 $ 7,166 GAAP operating margin 7.9 % 2.2 % Add: Stock-based compensation 39,315 39,059 Amortization of acquired intangible assets 1,965 1,420 Secondary listing costs 2,941 — Discontinuation of growth equity fund 1,917 — Non-GAAP operating income $ 79,173 $ 47,645 Non-GAAP operating margin 18.9 % 14.4 % Non-GAAP operating income and non-GAAP operating margin are non-GAAP financial measures that our management uses to assess our overall performance.
The increase in SaaS revenue, which was driven by strong customer demand for our SaaS solutions, was partially offset by an expected decrease in both term license and support and maintenance revenue. Services revenue is expected to fluctuate as the services generally are not recurring in nature.
While SaaS revenue growth was again driven by consistently strong customer demand for our SaaS solutions, Services revenue is expected to fluctuate as the services generally are not recurring in nature. Additionally, maintenance revenue, which is tied to the sale of perpetual licenses, is expected to continue declining, as we no longer offer these products to new customers.
Operating Segment Information We operate in one segment. Our products and services are sold throughout the world, through direct and indirect sales channels. Our chief operating decision maker (the “ CODM ”) is our Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a global basis.
Our chief operating decision maker (the “ CODM ”) is our Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a global basis. The CODM does not receive discrete financial information about asset allocation, expense allocation, or profitability by product or geography.
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Overview AvePoint empowers organizations of all sizes, industries, and regions with its cloud-native data management software platform, enabling them to prepare, secure, and optimize their critical data. The AvePoint Confidence Platform unifies data security, governance, and business continuity into a seamless, resilient experience, addressing the most pressing challenges in today’s complex digital landscape.
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Overview AvePoint is the global leader in modern data protection, delivering a unified platform that enables organizations to secure, govern, and operationalize data at scale.
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In a world where data is sprawling across hybrid work environments and generative AI technologies are rapidly emerging, AvePoint stands out with its platform-first strategy. By integrating features and solutions to optimize operations, AvePoint delivers more than basic security controls—it redefines how businesses manage their most sensitive data and critical assets.
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Serving customers of all sizes across every major industry and geography, AvePoint addresses one of the most critical challenges facing enterprises today: how to safely unlock the value of data in a world increasingly driven by artificial intelligence (“ AI ”).
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This holistic and automated approach enables organizations to secure the perimeter for sensitive data, strategically govern digital workspaces, and ensure compliance with evolving regulatory requirements. 39 Table of Contents PART II Item 7 Organizations today face a host of challenges that make a robust data management strategy indispensable, including: ■ Optimizing data for AI : As organizations modernize their data ecosystems, the complexities of leveraging generative artificial intelligence (“AI”) technologies require proper governance, security, and lifecycle management.
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As organizations rapidly embed AI into their core business processes, data has become both their most valuable asset and their greatest source of risk. AI systems amplify the consequences of poor data hygiene: overexposed sensitive information, accelerating compliance failures, and an increased blast radius from breaches and operational disruptions.
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With AvePoint, companies can extract more value from complex datasets, make informed decisions, reduce workloads, and enhance customer experiences. ■ Explosive data growth : The hybrid work model and software-as-a-service (“SaaS”) proliferation have led to a surge in unstructured, sensitive data.
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As a result, enterprises require a modern data foundation that ensures data is discoverable, classified, governed, protected, and recoverable by design. The AvePoint Confidence Platform delivers this foundation. Purpose-built for today’s cloud-first environments, the platform addresses four pervasive and interconnected data challenges that directly impact enterprise risk, cost, and growth: 1.
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AvePoint’s solutions tackle the sprawl with robust control and protection measures to manage this growth. ■ A dangerous threat landscape and complex regulations : Companies are navigating increasing cyber threats and global regulatory demands.
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Legacy and fragmented data, which undermines visibility, governance, and AI readiness; 2. Overexposed data, which increases security, privacy, and regulatory risk; 3. Digital sprawl, which drives operational complexity and rising total cost of ownership; and 4. Data loss and interruption, which threaten business continuity and organizational resilience.
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AvePoint ensures data is protected, secure, and compliant, helping mitigate financial, operational, and reputational risks. ■ The need for automation : To monitor, govern, and respond to threats efficiently, organizations require streamlined, automated platforms that deliver rapid value. AvePoint’s automation layer integrates seamlessly to achieve this efficiency.
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By solving these challenges through a single, integrated platform, AvePoint enables organizations to reduce risk, lower complexity, and accelerate time to value from their data.
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Guided by its Beyond Secure philosophy, AvePoint goes beyond traditional boundaries to inspire trust, enabling organizations to focus on innovation while protecting against data breaches and unauthorized access. For over 20 years, AvePoint has continually innovated to provide solutions that meet the demands of modern data management, empowering businesses to overcome challenges and unlock new possibilities in an ever-evolving landscape.
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In an era where trusted data is a prerequisite for AI adoption, data protection is no longer a back-office IT function, it is a strategic business imperative. 39 Table of Contents PART II Item 7 Key Business Metric Our management reviews the following key business metric to measure our performance, identify trends affecting our business, formulate business plans, make strategic decisions, and effectively allocate resources.
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We focus our sales and marketing efforts on creating sales leads and establishing and promoting our brand. Incremental sales commissions for new customer contracts are deferred and amortized ratably over the estimated period of our relationship with such customers.
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We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors; however, we anticipate that it will increase over the long term as we expect SaaS revenue will continue to increase as a percentage of total revenue.
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Our general and administrative expenses have increased as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, and increased expenses for insurance, investor relations, and professional services.
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On July 4, 2025, the legislation known as the One Big Beautiful Bill Act (the " OBBBA "), was signed into law. The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.
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Additionally, maintenance revenue is expected to continue declining as we have shifted away from the sale of perpetual licenses and towards SaaS and term licenses. Without perpetual license sales, there will be limited opportunities to sell maintenance contracts to new customers.
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The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has evaluated the provisions of the OBBBA and reflected the impact that is currently determinable in the consolidated financial statements. The Company continues to assess the full implications of the legislation.
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The main considerations for non-cash items were stock-based compensation, which reflects ongoing compensation charges for the entity’s equity- and pre-merger liability-classified awards, operating lease right-of-use asset expense and mark to market adjustments on earnout and warrant liabilities.
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Any additional income tax effects will be recognized in the consolidated financial statements in the period in which the OBBBA is enacted into law or when additional authoritative guidance becomes available. 42 Table of Contents PART II Item 7 Results of Operations The below period-to-period comparison of operating results are not necessarily indicative of results for future periods.
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The CODM does not receive discrete financial information about asset allocation, expense allocation, or profitability by product or geography. See “ Note 18 – Segment Information ” (Part II, Item 8 of this Annual Report) for more information.
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Total revenue growth was also due to an increase in Services revenue, which grew 22.3% to $53.8 million. The increases in SaaS and Services revenue were, partially offset by an expected decrease in both term license and support and maintenance revenue.
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APAC revenues increased 26.2% to $120.4 million, primarily driven by a 37.7%, or $17.4 million, increase in SaaS revenue, a 26.3%, or $9.3 million, increase in services revenue, and a $2.5 million increase in term license and support revenue, partially offset by a $4.2 million decrease in maintenance revenue.
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On a constant currency basis, EMEA revenues increased 29.7%, while EMEA SaaS revenues increased 37.0%.
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The increase was primarily driven by a $7.2 million increase in personnel costs, a $2.9 million of costs related to the Company ’ s secondary listing on the SGX-ST, and $1.9 million of net costs related to the discontinuation of the Company ’ s participation in A3 Ventures Fund 1, L.P.
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The change in effective tax rates for the year ended December 31, 2025 , as compared to the year ended December 31, 2024 , was primarily due to the mix of pre-tax income (loss) results by jurisdictions taxed at different rates than 21%, a permanent item recorded for stock-based compensation, GILTI and changes in the valuation allowance in the U.S. and certain foreign jurisdictions.
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The amount of the valuation allowance, however, could be reduced in the near term. The exact timing will be based on the level of profitability that we are able to achieve and our visibility into future results.

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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 changeTo the extent we enter into other long-term debt arrangements in the future, we would be subject to fluctuations in interest rates which could have a material impact on our future financial condition and results of operation.
Biggest changeTo the extent we enter into other long-term debt arrangements in the future, we would be subject to fluctuations in interest rates which could have a material impact on our future financial condition and results of operation. Foreign Currency Exchange Risk We have foreign currency risks related to our revenue denominated in currencies other than the U.S.
The effect of a hypothetical 10% change in interest rates would not have a material negative impact on our consolidated financial statements. As of December 31, 2024, we had no outstanding obligations under our line of credit with HSBC under the Loan Agreement.
The effect of a hypothetical 10% change in interest rates would not have a material negative impact on our consolidated financial statements. As of December 31, 2025, we had no outstanding obligations under our line of credit with HSBC under the Loan Agreement.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risks Interest Rate Risk We had cash and cash equivalents, marketable securities, and short-term deposits of $290.9 million as of December 31, 2024, which we hold for working capital purposes. Our cash and cash equivalents are held in cash deposits and money market funds.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risks Interest Rate Risk We had cash and cash equivalents, marketable securities, and short-term deposits of $481.3 million as of December 31, 2025, which we hold for working capital purposes. Our cash and cash equivalents are held in cash deposits and money market funds.
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Foreign Currency Exchange Risk Fluctuations in foreign currencies impact the amount of total assets and liabilities that we report for our foreign subsidiaries upon the translation of these amounts into U.S. Dollars. In particular, the amount of cash, cash equivalents and marketable securities that we report in U.S.
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Dollar, primarily consisting of the Euro, the Singapore Dollar, the Japanese Yen, the Australian Dollar and the British Pound Sterling. Our revenues therefore benefit from a weakening of the U.S. Dollar relative to these currencies and, conversely, are adversely affected by a strengthening of the U.S. Dollar relative to these currencies.
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Dollars for a significant portion of the cash held by these subsidiaries is subject to translation variance caused by changes in foreign currency exchange rates as of the end of each respective reporting period, the offset to which is substantially recorded to accumulated other comprehensive income on our consolidated balance sheets and is also presented as a line item in its consolidated statements of comprehensive loss.
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We also have foreign currency risks related to operating expenses denominated in a number of currencies other than the U.S. Dollar. Our expenses are therefore adversely affected from a weakening of the U.S. Dollar relative to these currencies and, conversely, benefit by a strengthening of the U.S. Dollar relative to these currencies. Revenues denominated in the U.S.
Removed
If overall foreign currency exchange rates in comparison to the U.S. Dollar uniformly would have been weaker by 10% as of December 31, 2024, and December 31, 2023, the amount of cash, cash equivalents and marketable securities AvePoint would have reported in U.S.
Added
Dollar as a percentage of total revenues were approximately 36% for the year ended December 31, 2025. Expenses denominated in the U.S. Dollar as a percentage of total expenses were approximately 50% for the year ended December 31, 2025. A hypothetical 10% increase in the U.S.
Removed
Dollars would have decreased by approximately $4.8 million and $3.4 million, respectively, assuming constant foreign currency cash, cash equivalents and marketable securities balances. We believe we are in large part naturally hedged against foreign currency exchange risk from our ongoing business operations, as most of our regional revenues are generated in the same currency as that region’s expenses are paid.
Added
Dollar against other currencies would have resulted in a decrease in income from operations of approximately $7.4 million for the twelve months ended December 31, 2025. This analysis disregards that rates can move in opposite directions and that losses from one geographic area may be offset by gains from another geographic area.

Other AVPT 10-K year-over-year comparisons