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

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Paragraph-level year-over-year comparison of N-able, 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.

+607 added−685 removedSource: 10-K (2026-02-26) vs 10-K (2025-03-07)

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

607 paragraphs added · 685 removed · 270 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

125 edited+26 added−302 removed52 unchanged
Biggest changeOur UEM solutions include a fulsome set of remote monitoring capabilities across devices, endpoints and infrastructures designed to allow our IT services provider customers to: • support thousands of device types across major device categories, including Windows, macOS and Linux endpoints as well as network infrastructure components such as switches, routers, firewalls and wireless access points; • utilize a robust set of out-of-the-box features including network topology mapping and network path analysis; • enable remote access and support for IT systems and devices to quickly identify and resolve issues; • automate policies and tasks, power active device discovery and utilize automated alerts and customizable performance checks; • enable technical support personnel to perform maintenance and troubleshoot a wide array of issues, whether attended or unattended by end users; • manage their business through dashboards and reports that track the activities of their technical support personnel, demonstrate value to their customers and identify opportunities for operational improvement; and • monitor, manage, secure, standardize and automate Microsoft 365 users, Azure resources, and Intune devices.
Biggest changeOur UEM solutions include a fulsome set of remote monitoring capabilities across devices, endpoints and infrastructures designed to allow our IT services provider customers to: • support thousands of device types across major device categories, including Windows, macOS and Linux endpoints as well as network infrastructure components such as switches, routers, firewalls and wireless access points; 9 Table of Contents • utilize a robust set of out-of-the-box features including network topology mapping and network path analysis; • enable remote access and support for IT systems and devices to quickly identify and resolve issues; • automate policies and tasks, power active device discovery and utilize automated alerts and customizable performance checks; • enable technical support personnel to perform maintenance and troubleshoot a wide array of issues, whether attended or unattended by end users; • manage their business through dashboards and reports that track the activities of their technical support personnel, demonstrate value to their customers and identify opportunities for operational improvement; • monitor, manage, secure, standardize and automate Microsoft 365 users, Azure resources and Intune devices; • easily update systems, applications and devices to help ensure connected endpoints are in compliance with up-to-date security protocols; • provide flexible options for automated, scheduled or manual deployment of patches based on a number of criteria, including severity of vulnerability and customer service level; and • detect and classify vulnerabilities across endpoints supporting timely remediation and improved security posture Data Protection as a Service Our data protection capabilities are fully cloud-based and include backup and disaster recovery for servers, virtual machines, workstations, files, data and key cloud-based applications.
This solution helps our MSP customers: • access their customer environments with granular role-based permissions and a full audit trail leveraging our centralized and secure password repository; • standardize service delivery and expedite issues by making essential documentation easily accessible through a fully integrated tool; and • conduct mobile password resets, which enables end-users to reset their own passwords at any time, without MSP support.
This solution helps our customers: • access their customer environments with granular role-based permissions and a full audit trail leveraging our centralized and secure password repository; • standardize service delivery and expedite issues by making essential documentation easily accessible through a fully integrated tool; and • conduct mobile password resets, which enables end-users to reset their own passwords at any time, without support.
Communities of Interest (“COIs”) are a core part of our DEB strategy and are employee-driven, company-sponsored interest groups that are open to all N-able employees globally, intended to foster inclusivity and belonging. We currently have the following global COIs: PRISM, supporting our LGBTQIA+ community; WONDER, supporting women in our workplace; and Shades, supporting our employees of color.
Communities of Interest (“COIs”) are a core part of our Belonging strategy and are employee-driven, company-sponsored interest groups that are open to all N-able employees globally, intended to foster inclusivity and belonging. We currently have the following global COIs: PRISM, supporting our LGBTQIA+ community; WONDER, supporting women in our workplace; and Shades, supporting our employees of color.
We utilize numerous partner success strategies to help our MSP customers expand their customer bases by educating them on how to introduce deeper and broader sets of service offerings. In this manner, our MSP customers serve as an extension of our sales footprint while requiring minimal incremental sales efforts by us.
We utilize numerous partner success strategies to help MSPs expand their customer bases by educating them on how to introduce deeper and broader sets of service offerings. In this manner, our MSP customers serve as an extension of our sales footprint while requiring minimal incremental sales efforts by us.
For more information regarding our use of non-GAAP measures, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations —Non-GAAP Financial Measures. ” Industry Background Companies of all sizes across sectors and geographies continue to invest in modern cloud and digital technology to transform their organizations and compete effectively.
For more information regarding our use of non-GAAP measures, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations —Non-GAAP Financial Measures. ” Industry Background Companies of all sizes across sectors and geographies continue to invest in modern cloud, AI, and digital technology to transform their organizations and compete effectively.
Protecting networks, applications, devices, data and users from cybercrime, such as ransomware, phishing and other costly attacks is paramount. Security issues can create significant legal complications, be financially crippling and damage business’s brand and reputation. 3) IT and other compliance costs and burdens are increasing.
Protecting networks, applications, devices, data and users from cybercrime, such as ransomware, phishing and other costly attacks is paramount. Security issues can create significant legal complications, be financially crippling and damage a business’s brand and reputation. 3) IT and other compliance costs and burdens are increasing.
Desktop Management. Our desktop management solution enables MSPs to remotely: • work on issues and communicate with their customers while a customer’s device is in use; and • troubleshoot and proactively address customer endpoint and network issues without disruption to the customer’s operations. Technology Key features of our platform include: Extensibility.
Desktop Management. Our desktop management solution enables customers to remotely: • work on issues and communicate with their customers while a customer’s device is in use; and • troubleshoot and proactively address customer endpoint and network issues without disruption to the customer’s operations. Technology Key features of our platform include: Extensibility.
Our approach to agent management is designed to make deploying new software and services fast and easy for our MSP customers. Security . We have invested heavily to build solutions in a secure manner. Our Secure Software Development Lifecycle guides the manner in which we develop our solutions and reflects our efforts to continuously improve our processes.
Our approach to agent management is designed to make deploying new software and services fast and easy for our customers. Security . We have invested heavily to build solutions in a secure manner. Our Secure Software Development Lifecycle guides the manner in which we develop our solutions and reflects our efforts to continuously improve our processes.
Through our UEM solutions, we can address the unified endpoint management needs of IT services providers of all sizes across cloud, on-premises and hybrid cloud environments. We leverage a wide variety of service checks such as SNMP, WMI, ICMP, UDP/TCP, API and scripts to gather and correlate data that our customers use to maximize uptime and productivity for their customers.
Through our UEM solutions, we can address the unified endpoint management needs of IT services providers of all sizes across cloud, on-premises and hybrid cloud environments. We leverage a wide variety of service checks such as SNMP, WMI, ICMP, UDP/TCP, API and scripts to gather and correlate data that our customers use to maximize uptime and productivity.
We support our customers by offering partner success strategies designed to help them better manage their own businesses, deliver service offerings powered by our platform and grow their customer bases. These partner success strategies help drive both retention and expansion as the resources we provide are designed to help our customers better assess and pursue growth opportunities.
Beyond technology, we support customers by offering partner success strategies designed to help them better manage their own businesses, deliver service offerings powered by our platform and grow their customer bases. These partner success strategies help drive both retention and expansion as the resources we provide are designed to help our customers better assess and pursue growth opportunities.
Our ability to expand within our customer base is demonstrated by our dollar-based net revenue retention rate, which was 103%, 110% and 103% for each of the trailing twelve-month periods ended December 31, 2024, 2023 and 2022, respectively. 3) Widen our surface area.
Our ability to expand within our customer base is demonstrated by our dollar-based net revenue retention rate, which was 103%, 103% and 110% for each of the trailing twelve-month periods ended December 31, 2025, 2024 and 2023, respectively. 3) Widen our surface area.
Password and Documentation Management. Our password and documentation management offering provides a simple, yet secure, solution tailored to the operations of our MSP customers.
Our password and documentation management offering provides a simple, yet secure, solution tailored to the operations of our customers.
These laws, procedures and restrictions provide only limited protection. As of December 31, 2024, we owned nine issued U.S. patents and one issued foreign patent, with expiration dates ranging from February 22, 2033 to July 7, 2041.
These laws, procedures and restrictions provide only limited protection. As of December 31, 2025, we owned nine issued U.S. patents and one issued foreign patent, with expiration dates ranging from February 22, 2033 to July 7, 2041.
Our UEM platform, which we also refer to as our RMM, or “remote monitoring and management” platform, gathers and correlates real-time network and device issues, data that customers leverage to help maintain uptime and peak performance.
Our UEM solution, which we also refer to as our RMM, or “remote monitoring and management” solution, gathers and correlates real-time network and device issues, data that customers leverage to help maintain uptime and peak performance.
We use ARR, and in particular ARR attributable to customers with over $50,000 of ARR, to enhance the understanding of our business performance and the growth of our relationships with our customers. Marketing, Sales, Partner Success and Support Our marketing, sales and partner success organizations serve as the engine that powers our multi-dimensional land and expand go-to-market strategy.
We use ARR, and in particular ARR attributable to customers with over $50,000 of ARR, to enhance the understanding of our business performance and the growth of our relationships with our customers. Marketing, Sales, and Customer and Product Success Our marketing, sales and partner success organizations serve as the engine that powers our multi-dimensional land and expand go-to-market strategy.
Challenges associated with digital transformation for SMBs and mid-market companies include: 1) IT management and security are not core competencies for most companies. Deploying, managing and securing complex and constantly evolving IT systems are often not core competencies and can divert focus, capital and other critical resources away from fundamental business objectives.
Challenges associated with digital transformation include: 1) Security and IT Management are not core competencies for most companies. Deploying, managing and securing complex and constantly evolving IT systems are often not core competencies and can divert focus, capital and other critical resources away from fundamental business objectives.
When we acquire a new IT services provider customer, we also add its customers and continue to benefit as the IT services provider expands its customer base. 2) Sales expansion through natural adoption . IT services providers expand usage of our offerings over time when they add new customers and when their customers add new devices and services.
When we acquire a new IT services provider customer, we also add its customers and continue to benefit as the IT services provider expands its customer base. 2) Sales expansion through natural adoption . IT services providers expand usage of our offerings over time when they add new businesses and when these businesses add new devices and services.
Additionally, through our MSP Institute, MSP customers gain access to business, sales, marketing and technical training from industry experts and leaders. This is supplemented by our Head Nerds program, which delivers expert training and consultation on how our customers can optimize their businesses for their most important growth areas such as security, backup, automation and operations.
Additionally, 7 Table of Contents through our MSP Institute, MSP customers gain access to business, sales, marketing and technical training from industry experts and leaders. This is supplemented by our Head Nerds program, which delivers expert training and consultation on how our customers can optimize their businesses for their most important growth areas such as security, backup, automation and operations.
Many lack the financial resources, headcount and expertise needed to independently manage the complexity associated with digital transformation and therefore rely on IT services providers that specialize in providing SMBs and mid-market companies with reliable and scalable services to deploy, manage and secure their IT environments.
Many lack the financial resources, headcount and expertise needed to independently manage the complexity associated with digital transformation and therefore rely on IT services providers that specialize in providing companies with reliable and scalable services to deploy, manage and secure their IT environments.
Many tools are not designed to power a managed services model, as they fail to enable MSPs to deliver services in a scalable and efficient manner. These tools can lead to issues around deployment, configurability or scalability. Additionally, some tools may require upfront hardware purchases or lack native or hybrid cloud management and data protection capabilities.
Many tools are not designed to power a channel model, as they fail to enable channel partners to deliver services in a scalable and efficient manner. These tools can lead to issues around deployment, configurability or scalability. Additionally, some tools may require upfront hardware purchases or lack native or hybrid cloud management and data protection capabilities.
As companies shift towards always-on, always-available digital environments across more aspects of their businesses, these approaches can lack the depth of functionality required to adequately serve their needs. In addition, providers of these tools may lack the ability to adapt and innovate rapidly to respond to changing technology needs. 4) Not partner success oriented.
As companies shift towards always-on, always-available digital environments across more aspects of their businesses, these approaches can lack the depth of functionality required to adequately serve their needs. In addition, providers of these tools may lack the ability to adapt and innovate rapidly to respond to changing technological needs. 3) Not partner success oriented.
In addition to our core solution categories, we offer business management solutions that help improve the technical and service delivery efficiencies of our customers. Unified endpoint management Our unified endpoint management (“UEM"”) solutions provide our customers with visibility and insights into the availability and performance of their customers’ networks, infrastructure, devices and applications, all through a centralized dashboard.
In addition to our core solution categories, we offer business management solutions that help improve the technical and service delivery efficiencies of our customers. Unified Endpoint Management Our UEM solutions provide our customers with visibility and insights into the availability and performance of their networks, infrastructure, devices and applications, all through a centralized dashboard.
Whether it is through taking courses through N-ablite Learning, supporting internal mobility, or raising awareness of the importance of continuous learning during our special Adult Learner’s Week program, we aim to provide the guidance and support N-ablites need to grow their career. Notable Recognition N-able’s achievements as an employer of choice earned us several notable awards throughout 2024.
Whether it is through taking courses through N-ablite Learning, supporting internal mobility, or raising awareness of the importance of continuous learning during our special Adult Learner’s Week program, we aim to provide the guidance and support N-ablites need to grow their career. 16 Table of Contents Notable Recognition N-able’s achievements as an employer of choice earned us several notable awards throughout 2025.
Technology is becoming increasingly mission critical as SMBs and mid-market companies use digital means to improve productivity, work remotely, manage and monitor their businesses, run operations and engage with customers and other key stakeholders.
Technology is becoming increasingly mission critical as companies use digital means to improve productivity, work remotely, manage and monitor their businesses, run operations and engage with customers and other key stakeholders.
This solution is designed to allow our customers to: • block device users from visiting suspected and confirmed unsafe sites; • establish allow and block lists to override category-based filters; and • filter internet activity by day, category and URL to reveal trends, spikes and irregularities. 11 Table of Contents Mail Protection and Archiving .
This solution is designed to allow our customers to: • block device users from visiting suspected and confirmed unsafe sites; • establish allow and block lists to override category-based filters; and • filter internet activity by day, category and URL to reveal trends, spikes and irregularities. Mail Protection and Archiving .
In addition to providing services for SMBs and the mid-market, some of our IT services provider customers service larger businesses through a co-managed IT model, sharing responsibility for IT management and services with an internal IT team. We believe that increased adoption of co-managed IT models will continue to be a meaningful driver of market expansion. 6) Deliver globally.
In addition to providing comprehensive security and IT management for businesses, some of our IT services provider customers service larger businesses through a co-managed IT model, sharing responsibility for IT management and services with an internal IT team. We believe that increased adoption of co-managed IT models will continue to be a meaningful driver of market expansion. 6) Deliver globally.
Our UEM solutions are designed to support the needs of customers of all sizes and accommodate complex and heterogeneous SMB and mid-market customer environments. In addition, our UEM technology serves as the foundation for the managed services model, allowing our customers to remotely monitor and access their customers’ IT environments.
Our UEM solutions are designed to support the needs of customers of all sizes and accommodate complex and heterogeneous environments. In addition, our UEM technology serves as the foundation for the managed services model, allowing our customers to remotely monitor and access their customers’ IT environments.
Our multi-tier, multi-tenant platform allows our MSP customers to efficiently manage multiple customers and sites across cloud, on-premises and hybrid cloud environments from a single pane of glass. Our multi-tenancy extends beyond our MSP customers and is able to power seamless integration with key distributors.
Our multi-tier, multi-tenant platform allows customers to efficiently manage multiple customers and sites across cloud, on-premises and hybrid cloud environments from a single pane of glass. Our multi-tenancy is also able to power seamless integration with key distributors.
All such filings are available free of charge. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 18 Table of Contents ITEM 1A.
All such filings are available free of charge. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 17 Table of Contents
Our platform, which includes professional services automation and easily configurable automation capabilities, enables our customers to more efficiently deliver services to their SMB and mid-market customers, manage their businesses and increase capacity for growth.
Our platform, which includes professional services automation and easily configurable automation capabilities, enables our customers to more efficiently deliver services, manage their businesses and increase capacity for growth.
These IT service providers can benefit from a software platform that supports the managed services model and meets the wide-ranging needs of their SMB and mid-market customers. For example, companies with less complex IT requirements might need unified endpoint management, endpoint protection and backup and disaster recovery.
These IT services providers can benefit from a software platform that supports the managed services model and meets the wide-ranging needs of their end-customers. For example, companies with less complex IT requirements might need unified endpoint management, endpoint protection and backup and disaster recovery.
Our professional services automation and ticketing system can be used by our MSP customers to manage their businesses in the following ways: • organize their workforces by routing tickets and scheduling technical support personnel; • share knowledge throughout their organizations by archiving customer contact and password information, process and task knowledge and ticket history; • increase visibility and transparency with customer, ticket and technical support dashboards; and • streamline the billing process with flexible billing based on their customers’ needs.
Our professional services automation and ticketing system can be used by our customers to manage their businesses in the following ways: • organize their workforces by routing tickets and scheduling technical support personnel; • share knowledge throughout their organizations by archiving customer contact and password information, process and task knowledge and ticket history; • increase visibility and transparency with customer, ticket and technical support dashboards; and • streamline the billing process with flexible billing based on their customers’ needs. 11 Table of Contents Password and Documentation Management.
We leverage this framework across our Technology Alliance Program and integrated solution partnerships described below, allowing us to create integrations that deliver embedded user interface experiences. Our open ecosystem framework enhances our ability to deliver a single point of management across the myriad of solutions, tools and other technologies that MSPs use to manage their customers’ environments.
We leverage this framework across our Technology Alliance Program and integrated solution partnerships described below, allowing us to create integrations that deliver embedded user interface experiences. Our open ecosystem framework enhances our ability to deliver a single point of management across the myriad of solutions, tools and other technologies our customers use.
MSPs utilize software agents to collect data and facilitate connections to their customers’ endpoints. It can be time-consuming and burdensome to deploy and update these agents, particularly in a distributed or mobile workforce. We have a unified agent management system that helps our MSP customers deploy agent capabilities and update new features across multiple customer environments.
Customers utilize software agents to collect data and facilitate connections to endpoints. It can be time-consuming and burdensome to deploy and update these agents, particularly in a distributed or mobile workforce. We have a unified agent management system that helps customers deploy agent capabilities and update new features across customer environments.
We provide a layered protection approach that spans network and systems infrastructure, applications, and end user devices through our patch management, endpoint security, managed detection and response, extended detection and response, web protection, e-mail security and archiving and vulnerability assessment solutions. Endpoint Protection.
Security Operations We provide a layered protection approach that spans network and systems infrastructure, applications, and end user devices through our, endpoint security, managed detection and response, extended detection and response, web protection, e-mail security and archiving solutions. Endpoint Protection.
We grow with our customers as they expand their customer bases, deliver new services powered by our solutions and when their customers add devices and services. Our partner success strategies further enhance our model’s efficiency by empowering our customers to grow their businesses and expand their customer bases and consumption of solutions on our platform.
Our channel-led approach allows us to grow with our customers as they expand their customer bases, deliver new services powered by our solutions and when their customers add devices and services. Our partner success strategies further enhance our model’s efficiency by empowering our customers to grow their businesses and expand their customer bases and consumption of solutions on our platform.
We are a global software company, generating 51.8%, 51.2% and 51.3% of our total revenue from outside of the United States in the years ended December 31, 2024, 2023 and 2022, respectively.
We are a global software company, generating 50.4%, 51.8% and 51.2% of our total revenue from outside of the United States in the years ended December 31, 2025, 2024 and 2023, respectively.
This enables our MSP customers to have deep visibility into their SMB and mid-market customers’ environments and access to enterprise-grade technology while also allowing us to quickly add integrations to efficiently deliver new monitoring capabilities to our MSP customers. Multi-tier, multi-tenancy .
This enables our channel partners to have deep visibility into their customers’ environments and access to enterprise-grade technology while also allowing us to quickly add integrations to efficiently deliver new monitoring capabilities to our customers. Multi-tier, multi-tenancy .
Providers of alternative approaches can lack MSP-oriented domain expertise and partner success functions designed to help MSPs grow their businesses. This can make it more difficult for MSPs to use and deploy tools to their full potential and effectively serve their customers. 5) Pricing and deployment limitations.
Providers of alternative approaches can lack channel-focused domain expertise and partner success functions designed to help channel providers grow their businesses. This can make it more difficult for channel providers to use and deploy tools to their full potential and effectively serve their customers. 4) Pricing and deployment limitations.
Over the same period, these customers grew from approximately 56% of our total ARR as of December 31, 2023 to approximately 57% of our total ARR as of December 31, 2024. 4 Table of Contents Our business is global, with 51.8%, 51.2% and 51.3% of our revenue generated outside of the United States for the years ended December 31, 2024, 2023 and 2022, respectively.
Over the same period, these customers grew from approximately 57% of our total ARR as of December 31, 2024 to approximately 61% of our total ARR as of December 31, 2025. Our business is global, with 50.4%, 51.8% and 51.2% of our revenue generated outside of the United States for the years ended December 31, 2025, 2024 and 2023, respectively.
N-able was also recognized by Comparably among the companies with the Best HR Team, Best Company Outlook (Two-time winner), Best Company Leadership, Best Company Career Growth (Three-time winner), Best Company Work-Life Balance (Two-time winner), Best Company Perks & Benefits (Two-time winner), Best Company Happiness (Three-time winner), Best Company Compensation (Four-time winner), Best CEO (Three-time winner), and Best Company Culture (Two-time winner).
N-able was also recognized by Comparably among the companies with the Best Company for Diversity (Two-time winner), Best Company for Women (Three-time winner), Best Company for Outlook (Three-time winner), Best Company Career Growth (Four-time winner), Best Leadership Teams (Two-time winner), Best Company Happiness (Four-time winner), Best Company Perks & Benefits (Three-time winner), Best Company Work-Life Balance (Three-time winner), Best CEO (Four-time winner), Best Company Culture (Three-time winner) and Best Company Compensation (Five-time winner).
Our Differentiated Go-to-Market Approach Our go-to-market approach is grounded in a differentiated, multi-dimensional land and expand model. Our business model and alignment with our customers gives us the leverage and sales reach to efficiently and effectively serve SMBs and mid-market businesses.
Our Differentiated Go-to-Market Approach Our go-to-market approach is grounded in a differentiated, multi-dimensional land and expand model. Our business model gives us the leverage and sales reach to efficiently and effectively serve businesses worldwide.
This solution is designed to enable our customers to: • protect against the latest threats without waiting for recurring scans or updates to signature definitions; • reverse the effects of an attack through remediation and rollback to restore endpoints to their pre-attack state and minimize customer downtime; • enhance network visibility, identify endpoints, and reduce and control customer attack surfaces; • proactively hunt for threats and offload the operational burden of endpoint management to security specialists; and • view summaries or detailed information about threats from the centralized dashboard of our platform.
This solution is designed to enable our customers to: • protect against the latest threats without waiting for recurring scans or updates to signature definitions; • reverse the effects of an attack through remediation and rollback to restore endpoints to their pre-attack state and minimize customer downtime; 10 Table of Contents • enhance network visibility, identify endpoints, and reduce and control customer attack surfaces; • proactively hunt for threats and offload the operational burden of endpoint management to security specialists; and • access at-a-glance threat summaries and detailed threat intelligence from one centralized dashboard.
By working across cloud, on-premises and hybrid cloud infrastructures, our platform enables a delivery model that accommodates the IT environment preferences and needs of our IT services provider customers. Key Strengths of our Platform The key strengths of our platform and related offerings include: 1) Deep unified endpoint management capabilities .
By working across cloud, on-premises and hybrid cloud infrastructures, our platform enables a delivery model that accommodates the IT environments, preferences and needs of our customers. 6 Table of Contents Key Strengths of our Platform The key strengths of our platform and related offerings include: 1) Unified endpoint management capabilities .
For the years ended December 31, 2024, 2023, and 2022 our net income was $31.0 million, $23.4 million and $16.7 million, respectively, and our adjusted EBITDA was $169.4 million, $143.4 million and $114.7 million, respectively. Adjusted EBITDA is not a financial measure calculated in accordance with generally accepted accounting principles.
For the years ended December 31, 2025, 2024, and 2023 our net income (loss) was $(17.0) million, $31.0 million and $23.4 million, respectively, and our adjusted EBITDA was $153.2 million, $169.4 million and $143.4 million, respectively. Adjusted EBITDA is not a financial measure calculated in accordance with generally accepted accounting principles.
As digital transformation trends continue to impact SMBs and mid-market businesses, our platform facilitates the delivery of new and enhanced services by our IT services provider customers to their customers. 3) Capital efficient scaling .
As digital transformation trends continue to impact organizations, our platform facilitates the delivery of new and enhanced services by our IT services provider customers to the businesses they serve. 3) Capital efficient scaling .
We believe that we compete favorably on these factors. Our People We are a global software company. As of December 31, 2024, we had 1,773 employees fully dedicated to our business, of which 447 were employed in the United States and 1,326 were employed outside of the United States. Of these employees, 1,765 were employed full time.
We believe that we compete favorably on these factors. Our People We are a global software company. As of December 31, 2025, we had 1,852 employees fully dedicated to our business, of which 398 were employed in the United States and 1,454 were employed outside of the United States. Of these employees, 1,847 were employed full time.
We believe the principal competitive factors in our market include: • breadth and extensibility of features and functionality; • focus on and alignment with IT services providers, SMB, and mid-market success; 15 Table of Contents • scalability, performance and reliability of our platform and solutions; • ability to solve the technical and business problems of customers of all sizes and complexities; • flexibility of deployment models, whether public or private cloud, on-premises or in a hybrid environment; • continued innovation to keep pace with evolving technology requirements and the changing needs of the SMB and mid-market; • ease of use and deployment; • brand awareness and reputation among IT services providers, MSPs, their technicians and other IT professionals; • total cost of ownership and alignment of cost with business objectives and needs of IT services providers, MSPs, SMBs, and mid-market businesses; and • effectiveness of sales and marketing efforts.
We believe the principal competitive factors in our market include: • breadth and extensibility of features and functionality; • focus on and alignment with our customers’ success; • scalability, performance and reliability of our platform and solutions; • ability to solve the technical and business problems of customers of all sizes and complexities; • flexibility of deployment models, whether public or private cloud, on-premises or in a hybrid environment; • continued innovation to keep pace with evolving technology requirements and the changing needs; • ease of use and deployment; • brand awareness and reputation, particularly among channel constituents; • total cost of ownership and alignment of cost with business objectives and customer needs; and • effectiveness of sales and marketing efforts.
We compete with vendors in the following categories: • MSP pure-play: Vendors focused on the MSP market which provide broad, integrated solutions that include monitoring and management, data protection, business management tools and security offerings.
Competition We compete in a large and fragmented industry with numerous vendors that provide cybersecurity and IT management software solutions. We compete with vendors in the following categories: • MSP pure-play: Vendors focused on the MSP market which provide broad, integrated solutions that include monitoring and management, data protection, business management tools and security offerings.
Without a unified platform, MSPs are required to utilize disparate solutions and tools which can limit their ability to manage their own and their customers’ IT environments in a centralized, coordinated manner. Many of these solutions and tools have narrow functionality and are not designed to integrate with other technologies.
Many offerings fail to provide a comprehensive set of solutions on a common platform. Without a unified platform, customers are required to utilize disparate solutions and tools which can limit their ability to manage IT environments in a centralized, coordinated manner. Many of these solutions and tools have narrow functionality and are not designed to integrate with other technologies.
We generated revenue of $466.1 million, $421.9 million and $371.8 million for the years ended December 31, 2024, 2023 and 2022, respectively, representing increases of 13.5% from the year ended December 31, 2022 to the year ended December 31, 2023 and 10.5% from the year ended December 31, 2023 to the year ended December 31, 2024.
We generated revenue of $511.4 million, $466.1 million and $421.9 million for the years ended December 31, 2025, 2024 and 2023, respectively, representing increases of 10.5% from the year ended December 31, 2023 to the year ended December 31, 2024 and 9.7% from the year ended December 31, 2024 to the year ended December 31, 2025.
Built on a multi-tier, multi-tenant architecture, our platform allows our customers to adapt and improve service delivery by offering centralized visibility and role-based access control in both public and private cloud, on-premises and hybrid cloud environments.
Built on a multi-tier, multi-tenant architecture, our platform allows our customers to improve security posture and service delivery by offering centralized visibility and role-based access control in both public and private cloud, on-premises and hybrid cloud environments. We deliver our solutions through a channel-led model.
Many tools lack flexible pricing models and deployment options that are aligned with the way MSPs sell and deliver their services. This can lead to business challenges and inefficiencies for MSPs, which can give rise to inflexible service offerings to their customers. 6 Table of Contents 6) Manual and inefficient.
Many tools lack flexible pricing models and deployment options that are aligned with the way MSPs sell and deliver their services. This can lead to business challenges and inefficiencies for MSPs, which can give rise to inflexible service offerings to their customers. 5) Not purpose-built for channel partners.
Other companies may have more complex IT requirements and look to their MSP to provide help desk capabilities, network operations management, or security operations. Market Opportunity Our cloud-based software solutions enable IT services providers to support their customers’ growth and digital transformation.
Other companies may have more complex IT requirements and look to their MSP to provide help desk capabilities, network operations management or security operations. 5 Table of Contents Market Opportunity Our cloud-based software solutions enable IT services providers and organizations globally to drive digital transformation and keep their businesses secure.
We believe the global market opportunity for our solutions to be an estimated $44 billion in 2025, growing at approximately 14% to approximately $65 billion by 2028, and that this size and projected growth of the global market for our solutions represents a significant opportunity for our business.
Based on this demonstrated need and long-term cybersecurity and IT trends, we believe the global market opportunity for our solutions to be an estimated $50 billion in 2026, growing at approximately 14% to approximately $65 billion by 2028, and that this size and projected growth of the global market for our solutions represents a significant opportunity for our business.
Our business model allows us to grow with our customers. Our customers with annualized recurring revenue, or ARR, over $50,000 on our platform grew from 2,196 as of December 31, 2023 to 2,349 as of December 31, 2024, representing an increase of 7.0%.
Our customers with annualized recurring revenue, or ARR, over $50,000 on our platform grew from 2,349 as of December 31, 2024 to 2,671 as of December 31, 2025, representing an increase of 13.7%.
We cannot be certain that the steps we have taken will prevent unauthorized use or reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive with ours or that infringe our intellectual property rights, and policing unauthorized use of our technology and intellectual property rights can be difficult.
Moreover, others may independently develop technologies that are competitive with ours or that infringe our intellectual property rights, and policing unauthorized use of our technology and intellectual property rights can be difficult.
Business Management. Our business management solutions include professional services automation, automation and scripting management, password management policies, and reporting and analytics. Our MSP customers use our business management solutions to manage their own IT and business environments and to service their customers.
Business Management. Our business management solutions include professional services automation, automation and scripting management, password management policies, and reporting and analytics. Our customers use our business management solutions to manage their own IT and business environments and to service their customers. Our solutions integrate with third-party professional services automation tools, IT services management products and other key technologies.
Our low-friction sales motion and marketing model also allow prospective customers to trial fully functional versions of the solutions on our platform, which is frequently a step to broader adoption.
Our low-friction sales motion and marketing model also allow prospective customers to trial fully functional versions of the solutions on our platform, which is frequently a step to broader adoption. Internationally, we augment our go-to-market approach in certain regions with a targeted and localized distributor model.
Our backup, recovery and disaster recovery solutions are designed to help our customers: • provide their customers with efficient and granular data protection and recovery across multiple types of data and systems, including servers, virtual machines, workstations, critical databases and business documents; • protect and restore critical SaaS application, such as M365; • understand the integrity of their protection copies based on mechanisms like automated recovery testing; • optimize data transfers to and from the cloud with the option to designate a preferred storage location in one of our available data centers in 18 countries and allow for protection of data across workstations, servers and networks from a single platform; and • deliver these services to their customers without the need for them to purchase, maintain, and patch hardware. 10 Table of Contents Security Our security solutions are designed to help our customers secure their own IT environments and data and those of their customers.
Our backup, recovery and disaster recovery solutions are designed to help our customers: • provide their customers with efficient and granular data protection and recovery across multiple types of data and systems, including servers, virtual machines, workstations, critical databases and business documents; • protect and restore critical SaaS application, such as M365; • understand the integrity of their protection copies based on mechanisms like automated recovery testing with AI and machine learning boot verification; • optimize data transfers to and from the cloud with the option to designate a preferred storage location in one of our available data centers in 17 countries and allow for protection of data across workstations, servers and networks from a single platform; • convey and understand the state of their backup ecosystems more effectively to a wide range of stakeholders through features such as Executive Summary reports; • continuously monitor backup environments and infrastructure for cyberthreats with built-in, always-on anomaly detection; and • deliver these services to their customers without the need for them to purchase, maintain, and patch hardware.
When we add an IT services provider, we generally also add their SMB and mid-market customers and we grow as the partner adds new customers, delivers new services based on our solutions and when the partner’s customers add devices and services.
When we add an IT services provider, we generally also add their customers and we grow as the provider adds new customers and delivers new services based on our solutions and when the partner’s customers add devices and services. This approach allows us to scale efficiently.
We achieved Great Place to Work certification, a globally recognized authority on company culture. Additionally, notable awards include three Stevie Awards, including for Chief People Officer, Kathleen Pai, Woman of the Year – Business Services, Achievement in Diversity & Inclusion, and for Achievement in Employee Engagement.
We achieved Great Place to Work Certification, a globally recognized authority on company culture. Additionally, notable awards include two Stevie Awards, including for Chief People Officer, Kathleen Pai, Chief Human Resources Officer of the Year and Human Resources Team of the Year.
Purpose-built to address a wide range of IT services provider needs, our subscription-based platform is scalable, extensible, and easy to deploy. Our platform consists of three core solution categories: unified endpoint management, data protection as-a-service and security.
Purpose-built to address a wide range of needs - including the ability for IT services providers to use our technology to remotely manage and secure their end-customer’ environments - our subscription-based platform is scalable, extensible and easy to deploy. Our platform consists of three core solution categories: unified endpoint management, data protection as-a-service and security operations.
We intend to target markets around the world where we have an established presence and distribution channels and further expand to new markets through channel and personnel growth and market-specific solutions. 9 Table of Contents Our Platform We deliver a platform of integrated solutions that enables our IT services provider customers, including MSPs, to manage and secure the IT environments and assets for their SMB and mid-market end customers, as well as more efficiently manage their own businesses.
We intend to target markets around the world where we have an established presence and distribution channels and further expand to new markets through channel and personnel growth and market-specific solutions. Our Platform We deliver a platform of integrated security solutions that enables our customers to manage and secure IT environments and assets.
We gain significant operating leverage through our IT services providers customer acquisition efforts and the support and overhead they provide to service their customers. 4) Loyalty and retention .
We gain significant operating leverage through our channel-led model, particularly the customer acquisition efforts and support and overhead the channel provides to service their customers. 4) Loyalty and retention .
Our best-in-class partner success strategies drive loyalty and retention by providing our IT services provider customers with resources designed to help them better understand and pursue growth opportunities using our platform. 5) Strong international presence . Our extensive international distributor network and localized go-to-market approach has enabled and enhanced our robust global presence.
Our best-in-class partner success strategies drive loyalty and retention by providing our customers with resources designed to help them better understand and pursue growth opportunities using our platform. 5) Strong international presence .
Limitations of Existing Approaches Used by Our Customers Our customers, particularly MSPs, are better able to serve their customers and manage disparate, heterogeneous IT environments with technologies that are centralized, effective, easy to deploy, scalable and able to integrate with other solutions. Many existing approaches utilized by MSPs face limitations, such as: 1) Not purpose-built for MSPs.
Limitations of Existing Approaches Used by Our Customers Our customers are better able to manage and secure disparate, heterogeneous IT environments with technologies that are centralized, effective, easy to deploy, scalable and interoperable with other solutions. Many existing approaches utilized by our customers face limitations, such as: 1) Narrow point solutions and tools with limited flexibility and integrations.
Diversity, Equality and Belonging As a global company, we have the distinct advantage of employing talented individuals across many different ethnicities, genders, races, religions, sexual orientations and generations, all supported through a focus on innovation and inclusion.
We want our employees to feel supported to do their best work and N-joy the Journey along the way. Belonging As a global company, we have the distinct advantage of employing talented individuals across many different ethnicities, genders, races, religions, sexual orientations and generations, all supported through a focus on innovation and inclusion.
Our security solutions offer both preventative and remediation capabilities while our data protection solutions enable continuous backup and high-speed restoration, jointly driving a robust line of defense for SMBs and mid-market companies. 3) Designed for hybrid IT environments.
Our security solutions offer both preventative and remediation capabilities while our data protection solutions enable continuous backup and high-speed restoration, jointly driving a robust line of defense for companies. 3) Designed for hybrid IT environments. The solutions on our platform are designed to meet the needs of our IT services provider customers across cloud, on-premises and hybrid-cloud IT infrastructures.
SMBs and mid-market companies are not exempt from compliance obligations and can be disproportionately burdened due to limited resources and expertise. Laws, regulations, rules and standards governing IT, privacy, security, personnel and industries are complex, constantly changing and varied across geographies and sectors, with many obligations carrying criminal penalties for non-compliance. 4) Proliferation of connected endpoints is driving increased complexity.
Laws, regulations, rules and standards governing IT, privacy, security, personnel and industries are complex, constantly changing and varied across geographies and sectors, with many obligations carrying criminal penalties for non-compliance. 4) Proliferation of connected endpoints and rising data volumes are driving increased complexity.
We have built a development organization that allows us to add new features and enhance our platform quickly and efficiently. Our global development model allows us to source from a large talent pool by participating in multiple labor markets. We utilize small scrum teams that follow standard practices to build and test their code and foster continuous improvement.
Our global development model allows us to source from a large talent pool by participating in multiple labor markets. We utilize small scrum teams that follow standard practices to build and test their code and foster continuous improvement. We share our development values across our offices and aim to assign meaningful design and development work to our international locations.
Data Protection as a Service Our data protection capabilities are fully cloud-based and include backup and disaster recovery for servers, virtual machines, workstations, files, data, and key cloud-based applications. Our multi-tenant platform and secure remote delivery architecture is designed to provide our customers with the flexibility to choose and deploy the best solution based on their respective risk postures.
Our multi-tenant platform and secure remote delivery architecture is designed to provide our customers with the flexibility to choose and deploy the best solution based on their respective risk postures. Backup, Recovery and Disaster Recovery.
Digital transformation creates challenges and complexities As SMBs and mid-market companies increase their investment in and reliance on these technologies, the importance of IT availability and functionality to their businesses grows. Selecting, purchasing and implementing new technology infrastructures and deploying new applications and devices can be complex and create financial, personnel and other challenges.
Digital transformation creates challenges and complexities As companies increase their investment in and reliance on technology, cybersecurity and IT functionality become increasingly important to their businesses. Navigating the evolving cyberthreat landscape and selecting, purchasing, and implementing new technology infrastructures can be complex and can create financial, personnel, and other challenges.
We work closely with our customers throughout the development process to build solutions that address the problems our customers face. We regularly have a subset of our customers participate in processes to validate that our solutions and features are what they are looking for to improve their operations and address their most pressing demands.
We regularly have a subset of our customers participate in processes to validate that our solutions and features are what they are looking for to improve their operations and address their most pressing demands. We have built a development organization that allows us to add new features and enhance our platform quickly and efficiently.
Due to the growing number of networked, highly distributed and diverse endpoints, the burden to manage, provision and secure these endpoints across cloud, on-premises and hybrid cloud infrastructures is becoming increasingly complex. 5) Expectations for always-on, always-available IT environments compound pressures. Customers, employees and other stakeholders increasingly expect always-on, always-available access to digital resources.
Due to the growing number of networked, highly distributed and diverse endpoints, the burden to manage, provision and secure these endpoints across cloud, on-premises and hybrid cloud infrastructures is becoming increasingly complex. At the same time, rising data volumes are adding further strain, amplifying the challenges of storage, governance and security. 5) Expectations for always-on, always-available IT environments compound pressures.
We operate a global, multi-cloud architecture in order to deliver the best customer experience across both speed and customer choice regarding data sovereignty. We operate our workloads out of a mix of private data centers, AWS and Azure. This global reach enables us to deliver extensive choice to partners who have various data storage requirements.
We operate a global, multi-cloud architecture in order to deliver the best customer experience. We operate our workloads out of a mix of private data centers, AWS and Azure.
Acquisitions in the Notes to Consolidated Financial Statements for further details regarding the acquisition of Adlumin. We strive to keep our people at the center of everything we do and foster a positive relationship with our employees, based on our values and culture of belonging which we continue to nurture and develop.
We strive to keep our people at the center of everything we do and foster a positive relationship with our employees, based on our values and culture of belonging which we continue to nurture and develop. We are not party to any collective bargaining agreements.
This can lead to a lack of interoperability that prevents MSPs from having a unified view of their customers’ IT environments. 3) Lacking enterprise-grade features and functionality. Many approaches targeting the MSP, SMB, and mid-market offer limited functionality or lack the features and capabilities needed by businesses of all sizes to be competitive in the digital world.
This can lead to a lack of interoperability that prevents businesses from having a unified view of their IT environments. 2) Lacking enterprise-grade features and functionality. Many approaches offer limited functionality, features and capabilities.
Our platform features over 100 out-of-the-box policies to automate common tasks and for resolution of frequently occurring issues, enabling our MSP customers to focus on higher value activities.
Our multi-tier, multi-tenant architecture also enables our global distributors to effectively deliver our solutions to a broad set of customers from a single instance of our platform. Automation . Our platform features over 100 out-of-the-box policies to automate common tasks and for resolution of frequently occurring issues, enabling our customers to focus on higher value activities.
Why We Win Our platform, partner success strategies and business model are rooted in our experience and understanding of the needs of our IT services provider customers and are designed to help our customers succeed and grow.
Why We Win Our platform, partner success strategies and business model are rooted in our experience and understanding of the needs of the channel and are designed to help our customers succeed and grow. Our customers power their service offerings with our platform, making us an integral part of their ability to land, expand and retain their customers.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise will dilute all other stockholders. We may issue additional capital stock in the future that will result in dilution to all other stockholders. We may also raise capital through equity financings in the future.
Biggest changeIf the Sponsors exercise their registration rights, or the Adlumin sellers exercise their registration rights in connection with our registration of an offering of additional shares of our common stock, the market price of our shares of common stock could drop significantly. 43 Table of Contents Our issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise will dilute all other stockholders.
These provisions include: • a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; • after the Sponsors no longer continue to beneficially own, in the aggregate, at least 30% of the outstanding shares of our common stock, removal of directors only for cause; • the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • subject to the rights of the Sponsors under the stockholders’ agreement, allowing only our board of directors to fill vacancies on our board of directors, which prevents stockholders from being able to fill vacancies on our board of directors; • after the Sponsors no longer continue to beneficially own, in the aggregate, at least 40% of the outstanding shares of our common stock, a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders.
These provisions include: • a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; • removal of directors only for cause; • the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • subject to the rights of the Sponsors under the stockholders’ agreement, allowing only our board of directors to fill vacancies on our board of directors, which prevents stockholders from being able to fill vacancies on our board of directors; • after the Sponsors no longer continue to beneficially own, in the aggregate, at least 40% of the outstanding shares of our common stock, a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders.
The covenants, among other things, limit our and certain of our subsidiaries’ abilities to: • incur additional indebtedness; • create or incur liens; • engage in mergers, consolidations, amalgamations, liquidations, dissolutions or dispositions; • make investments, acquisitions, loans (including guarantees), advances or capital contributions; • sell, transfer or otherwise dispose of assets, including capital stock of subsidiaries; • conduct, transact or otherwise engage in certain business or operations; • create negative pledges or restrictions on the payment of dividends or payment of other amounts owed from subsidiaries; • make prepayments or repurchases of debt that is subordinated with respect to right of payment; • modify certain documents governing debt that is subordinated with respect to right of payment; • pay dividends and distributions on, or redeem, repurchase or retire our capital stock; and 35 Table of Contents • engage in certain transactions with affiliates.
The covenants, among other things, limit our and certain of our subsidiaries’ abilities to: • incur additional indebtedness; • create or incur liens; • engage in mergers, consolidations, amalgamations, liquidations, dissolutions or dispositions; • make investments, acquisitions, loans (including guarantees), advances or capital contributions; • sell, transfer or otherwise dispose of assets, including capital stock of subsidiaries; • conduct, transact or otherwise engage in certain business or operations; • create negative pledges or restrictions on the payment of dividends or payment of other amounts owed from subsidiaries; • make prepayments or repurchases of debt that is subordinated with respect to right of payment; 34 Table of Contents • modify certain documents governing debt that is subordinated with respect to right of payment; • pay dividends and distributions on, or redeem, repurchase or retire our capital stock; and • engage in certain transactions with affiliates.
Factors that could cause fluctuations in the trading price of our common stock include the following: • announcements of new solutions or technologies, commercial relationships, acquisitions or other events by us or our competitors; • changes in how customers perceive the benefits of our offerings; • changes in subscription revenue from quarter to quarter; • departures of key personnel; • price and volume fluctuations in the overall stock market from time to time; • fluctuations in the trading volume of our shares or the size of our public float; 46 Table of Contents • sales of large blocks of our common stock, including sales by our Sponsors; • actual or anticipated changes or fluctuations in our operating results; • whether our operating results meet the expectations of securities analysts or investors; • changes in actual or future expectations of investors or securities analysts; • litigation involving us, our industry or both; • cybersecurity incidents; • regulatory developments in the United States, foreign countries or both; • general macroeconomic conditions and trends, including market impacts related to the wars in Ukraine and the Middle East, geopolitical tensions in China, inflation, and changes in interest rates; • major catastrophic events in our domestic and foreign markets; and • “flash crashes,” “freeze flashes” or other glitches that disrupt trading on the securities exchange on which we are listed.
Factors that could cause fluctuations in the trading price of our common stock include the following: • announcements of new solutions or technologies, commercial relationships, acquisitions or other events by us or our competitors; • changes in how customers perceive the benefits of our offerings; • changes in subscription revenue from quarter to quarter; • departures of key personnel; • price and volume fluctuations in the overall stock market from time to time; • fluctuations in the trading volume of our shares or the size of our public float; • sales of large blocks of our common stock, including sales by our Sponsors; • actual or anticipated changes or fluctuations in our operating results; • whether our operating results meet the expectations of securities analysts or investors; • changes in actual or future expectations of investors or securities analysts; • litigation involving us, our industry or both; • cybersecurity incidents; • regulatory developments in the United States, foreign countries or both; • general macroeconomic conditions and trends, including market impacts related to the wars in Ukraine and the Middle East, geopolitical tensions in China, inflation, and changes in interest rates; • major catastrophic events in our domestic and foreign markets; and • “flash crashes,” “freeze flashes” or other glitches that disrupt trading on the securities exchange on which we are listed.
Cyberattacks, including the Cyber Incident, and other security incidents have resulted, and in the future may result, in numerous risks and adverse consequences to our business, including that (a) our prevention, mitigation and remediation efforts may not be successful or sufficient, (b) our confidential and proprietary information, including our source code, as well as personal information related to current or former employees and customers, may be accessed, exfiltrated, misappropriated, compromised or corrupted, (c) we incur significant financial, legal, reputational and other harms to our business, including, loss of business, decreased sales, severe reputational damage adversely affecting current and prospective customer, employee or vendor relations and investor confidence, U.S. or foreign regulatory investigations and enforcement actions, litigation, indemnity obligations, damages for contractual breach, penalties for violation of applicable laws or regulations, including laws and regulations in the United States and other jurisdictions relating to the collection, use and security of user and other personally identifiable information and data, significant costs for remediation, impairment of our ability to protect our intellectual property, stock price volatility and other significant liabilities, (d) our insurance coverage, including coverage relating to certain security and privacy damages and claim expenses, may not be available or sufficient to compensate for all 38 Table of Contents liabilities we incur related to these matters or that we may face increased costs to obtain and maintain insurance in the future, and (e) our steps to secure our internal environment, adapt and enhance our software development and build environments and ensure the security and integrity of the solutions that we deliver to our customers may not be successful or sufficient to protect against future threat actors or cyberattacks.
Cyberattacks and other security incidents have resulted, and in the future may result, in numerous risks and adverse consequences to our business, including that (a) our prevention, mitigation and remediation efforts may not be successful or sufficient, (b) our confidential and proprietary information, including our source code, as well as personal information related to current or former employees and customers, may be accessed, exfiltrated, misappropriated, compromised or corrupted, (c) we incur significant financial, legal, reputational and other harms to our business, including, loss of business, decreased sales, severe reputational damage adversely affecting current and prospective customer, employee or vendor relations and investor confidence, U.S. or foreign regulatory investigations and enforcement actions, litigation, indemnity obligations, damages for contractual breach, penalties for violation of applicable laws or regulations, including laws and regulations in the United States and other jurisdictions relating to the collection, use and security of user and other personally identifiable information and data, significant costs for remediation, impairment of our ability to protect our intellectual property, stock price volatility and other significant liabilities, (d) our insurance coverage, including coverage relating to certain security and privacy damages and claim expenses, may not be available or sufficient to compensate for all liabilities we incur related to these matters or that we may face increased costs to obtain and maintain insurance in the future, and (e) our steps to secure our internal environment, adapt and enhance our software development and build environments and ensure the security and integrity of the solutions that we 37 Table of Contents deliver to our customers may not be successful or sufficient to protect against future threat actors or cyberattacks.
Although we take precautions to prevent violations of these laws, our exposure for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions. 43 Table of Contents Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or our failure to comply with regulations could harm our operating results.
Although we take precautions to prevent 41 Table of Contents violations of these laws, our exposure for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions. Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or our failure to comply with regulations could harm our operating results.
Our credit agreement also contains a financial covenant which requires that, at the end of each fiscal quarter, for so long as the aggregate principal amount of borrowings under our revolving credit facility exceeds 35% of the aggregate commitments under the revolving credit facility, our first lien net leverage ratio cannot exceed 7.50 to 1.00.
Our credit agreement also contains a financial covenant which requires that, at the end of each fiscal quarter, for so long as the aggregate principal amount of borrowings under our revolving credit facility exceeds 40% of the aggregate commitments under the revolving credit facility, our first lien net leverage ratio cannot exceed 7.50 to 1.00.
Our restated charter also contains a provision that provides us with protections similar to Section 203 of the Delaware General Corporation Law (the “DGCL”), and prevents us from engaging in a business combination, such as a merger, with an interested stockholder (i.e., a person or group that acquires at least 15% of our voting stock) for a period of three years from the date such person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner.
Our restated charter also contains a provision that provides us with protections similar to Section 203 of the Delaware General Corporation Law (the “DGCL”), and prevents us from engaging in a business combination, such as a merger, with an 44 Table of Contents interested stockholder (i.e., a person or group that acquires at least 15% of our voting stock) for a period of three years from the date such person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner.
Although directors affiliated with the Sponsors currently only represent two of our seven directors, so long as the Sponsors beneficially own shares of our outstanding common stock representing at least a majority of the votes entitled to be cast by the holders of our outstanding voting stock, they can effectively control and direct our board of directors.
Although directors affiliated with the Sponsors currently only represent two of our eight directors, so long as the Sponsors beneficially own shares of our outstanding common stock representing at least a majority of the votes entitled to be cast by the holders of our outstanding voting stock, they can effectively control and direct our board of directors.
We rely primarily on a combination of patent, copyright, trademark, trade dress, unfair competition and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights. These laws, procedures and restrictions provide only limited protection. As of December 31, 2024, we had ten issued patents.
We rely primarily on a combination of patent, copyright, trademark, trade dress, unfair competition and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights. These laws, procedures and restrictions provide only limited protection. As of December 31, 2025, we had ten issued patents.
We are a controlled company within the meaning of the NYSE rules and, as a result, qualify for and may rely on exemptions from certain corporate governance requirements. As of December 31, 2024, the Sponsors beneficially owned a majority of the combined voting power of all classes of our outstanding voting stock.
We are a controlled company within the meaning of the NYSE rules and, as a result, qualify for and may rely on exemptions from certain corporate governance requirements. As of December 31, 2025, the Sponsors beneficially owned a majority of the combined voting power of all classes of our outstanding voting stock.
We may, in addition to other impacts, experience additional costs associated with increased compliance burdens relative to transfers of personal data from the European Union to the United States, and we, our customers and their SMB and mid-market customers face the potential for regulators in the European Economic Area (the “EEA”) to apply different standards to the transfer of personal data from the EEA to the United States, and to block, or require ad hoc verification of measures taken with respect to, certain data flows from the EEA to the United States.
We may, in addition to other impacts, experience additional costs associated with increased compliance burdens relative to transfers of personal data from the European Union to the United States, and we, our customers and their SMB and mid-market customers face the potential for regulators in the EEA to apply different standards to the transfer of personal data from the EEA to the United States, and to block, or require ad hoc verification of measures taken with respect to, certain data flows from the EEA to the United States.
Certain of our directors have relationships with the Sponsors, which may cause conflicts of interest with respect to our business. Two of our seven directors are affiliated with Silver Lake. These directors have fiduciary duties to us and, in addition, have duties to the respective Sponsor and their affiliated funds, respectively.
Certain of our directors have relationships with the Sponsors, which may cause conflicts of interest with respect to our business. Two of our eight directors are affiliated with Silver Lake. These directors have fiduciary duties to us and, in addition, have duties to the respective Sponsor and their affiliated funds, respectively.
Failure to comply with laws concerning privacy, data protection and information security could result in enforcement action against us, including fines, imprisonment of company officials and public censure, claims for damages by our customers, their SMB and mid-market customers, and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing IT services provider customers and their SMB and mid-market customers and prospective IT services provider customers and their SMB and mid-market customers), any of which could have a material adverse effect on our operations, financial performance and business.
Failure to comply with laws concerning privacy, data protection and information security could result in enforcement action against us, including fines, imprisonment of company officials and public censure, claims for damages by our customers, their end-customers, and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing IT services provider customers and their end-customers and prospective IT services provider customers and their end-customers), any of which could have a material adverse effect on our operations, financial performance and business.
Cybersecurity has become increasingly important to our customers as their end customers experience increased security threats while more of their workforce works remotely. Larger volumes of remote devices are connecting to SMBs’ networks driving increased vulnerability and incidences of ransomware and phishing attacks are growing, making security a high priority for SMBs.
Cybersecurity has become increasingly important to our customers as their end customers experience increased security threats while more of their workforce works remotely. Larger volumes of remote devices are connecting to networks driving increased vulnerability and incidences of ransomware and phishing attacks are growing, making security a high priority for businesses.
Tax authorities may also assess taxes in 41 Table of Contents jurisdictions where we have not made tax filings. Any assessments incurred could be material, and may also involve the imposition of substantial penalties and interest. Significant judgment is required in evaluating our tax positions and in establishing appropriate reserves, and the resolutions of our tax positions are unpredictable.
Tax authorities may also assess taxes in jurisdictions where we have not made tax filings. Any assessments incurred could be material, and may also involve the imposition of substantial penalties and interest. Significant judgment is required in evaluating our tax positions and in establishing appropriate reserves, and the resolutions of our tax positions are unpredictable.
Our restated charter authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine.
Our restated charter authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common 45 Table of Contents stock respecting dividends and distributions, as our board of directors may determine.
The COVID-19 pandemic and policies and regulations implemented by governments in response to the COVID-19 pandemic had a significant impact, both directly and indirectly, on global businesses and commerce and indirect effects such as worker shortages and supply chain constraints.
For example, the COVID-19 pandemic, and policies and regulations implemented by governments in response, had a significant impact, both directly and indirectly, on global businesses and commerce and indirect effects such as worker shortages and supply chain constraints.
Likewise, even once a vulnerability has been addressed, for certain of our products, the fix will only be effective once a customer has updated the impacted product with the latest release, and customers that do not install and run the remediated versions of our products, and their SMB and mid-market customers, may remain vulnerable to attack.
Likewise, even once a vulnerability has been addressed, for certain of our products, the fix will only be effective once a customer has updated the impacted product with the latest release, and customers that do not install and run the remediated versions of our products, and their end-customers, may remain vulnerable to attack.
As of December 31, 2024, Silver Lake and Thoma Bravo, together with their respective funds and, as applicable, their co-investors (collectively, the “Sponsors”) collectively owned in the aggregate approximately 111,564,512 shares of our common stock, representing approximately 59.5% of the voting power of our common stock as of such time.
As of December 31, 2025, Silver Lake and Thoma Bravo, together with their respective funds and, as applicable, their co-investors (collectively, the “Sponsors”) collectively owned in the aggregate approximately 111,564,512 shares of our common stock, representing approximately 59.8% of the voting power of our common stock as of such time.
We have experienced, and may in the future experience, security breaches that may remain undetected for an extended period and, therefore, have a greater impact on our solutions, our proprietary data or the data of our IT services provider customers or their SMB and mid-market customers, and ultimately on our business.
We have experienced, and may in the future experience, security breaches that may remain undetected for an extended period and, therefore, have a greater impact on our solutions, our proprietary data or the data of our IT services provider customers or their end-customers, and ultimately on our business.
Further, these events could decrease the capital we have available to operate our business. Any or all of these events could adversely impact our business and financial performance. Additionally, the U.S.
Further, these events could 39 Table of Contents decrease the capital we have available to operate our business. Any or all of these events could adversely impact our business and financial performance. Additionally, the U.S.
We are heavily dependent on our technology infrastructure to operate our business, and our customers rely on our solutions to help manage and secure their IT infrastructure and environments, and that of their SMB and mid-market customers, including the protection of confidential information.
We are heavily dependent on our technology infrastructure to operate our business, and our customers rely on our solutions to help manage and secure their IT infrastructure and environments, and that of their end-customers, including the protection of confidential information.
Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses.
Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal control over 38 Table of Contents financial reporting that are deemed to be material weaknesses.
Any of these risks could be difficult to eliminate or manage, and if not addressed, could have a negative effect on our business, operating results and financial condition. 37 Table of Contents Risks Related to Cybersecurity Cyberattacks, including the Cyber Incident, and other security incidents have resulted, and in the future may result, in compromises or breaches of our, our IT services provider customers’, or their SMB and mid-market customers’ systems, the insertion of malicious code, malware, ransomware or other vulnerabilities into our, our IT services provider customers’, or their SMB and mid-market customers’ systems, the exploitation of vulnerabilities in our, our T services provider customers’, or their SMB and mid-market customers’ environments, the theft or misappropriation of our, our IT services provider customers’, or their SMB and mid-market customers’ proprietary and confidential information, and interference with our, our IT services provider customers’, or their SMB and mid-market customers’ operations, exposure to legal and other liabilities, higher customer and employee attrition and the loss of key personnel, negative impacts to our sales, renewals and upgrades and reputational harm and other serious negative consequences, any or all of which could materially harm our business.
Any of these risks could be difficult to eliminate or manage, and if not addressed, could have a negative effect on our business, operating results and financial condition. 36 Table of Contents Risks Related to Cybersecurity and Artificial Intelligence (“AI”) Cyberattacks and other security incidents have resulted, and in the future may result, in compromises or breaches of our, our IT services provider customers’, or their end-customers’ systems, the insertion of malicious code, malware, ransomware or other vulnerabilities into our, our IT services provider customers’, or their end-customers’ systems, the exploitation of vulnerabilities in our, our IT services provider customers’, or their end-customers’ environments, the theft or misappropriation of our, our IT services provider customers’, or their end-customers’ proprietary and confidential information, and interference with our, our IT services provider customers’, or their end-customers’ operations, exposure to legal and other liabilities, higher customer and employee attrition and the loss of key personnel, negative impacts to our sales, renewals and upgrades and reputational harm and other serious negative consequences, any or all of which could materially harm our business.
A pandemic, epidemic or outbreak of an infectious disease, such as the COVID-19 pandemic, may materially affect how we and our customers are operating our businesses and our financial results. We are subject to risks related to public health crises such as the COVID-19 pandemic.
A pandemic, epidemic or outbreak of an infectious disease may materially affect how we and our customers are operating our businesses and our financial results. We are subject to risks related to public health crises.
If material weaknesses in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could materially and adversely affect our business, results of operations, and financial condition, restrict our ability to access the capital markets, require us to expend significant resources to correct the material weakness, subject us to fines, penalties or judgments, harm our reputation, or otherwise cause a decline in investor confidence. 40 Table of Contents Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported results of operations.
If material weaknesses in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could materially and adversely affect our business, results of operations, and financial condition, restrict our ability to access the capital markets, require us to expend significant resources to correct the material weakness, subject us to fines, penalties or judgments, harm our reputation, or otherwise cause a decline in investor confidence.
The potential impact of cybersecurity breaches or incidents affecting customers’ remote monitoring of multiple SMB or mid-market customers’ networks and devices is significant. Moreover, the number and scale of cyberattacks have continued to increase and the methods and techniques used by threat actors, including sophisticated “supply-chain” attacks such as the Cyber Incident, continue to evolve at a rapid pace.
The potential impact of cybersecurity breaches or incidents affecting customers’ remote monitoring of multiple businesses’ networks and devices is significant. Moreover, the number and scale of cyberattacks have continued to increase and the methods and techniques used by threat actors, including sophisticated “supply-chain” attacks continue to evolve at a rapid pace, particularly through the use of AI by threat actors.
However, our restated charter also provides that the Sponsors, including the Silver Lake Funds and the Thoma Bravo Funds and any persons to whom any Silver Lake Fund or Thoma Bravo Fund or any of their respective affiliates sells its common stock, will not constitute “interested stockholders” for purposes of this provision. 48 Table of Contents The Sponsors have a controlling influence over matters requiring stockholder approval.
However, our restated charter also provides that the Sponsors, including the Silver Lake Funds and the Thoma Bravo Funds and any persons to whom any Silver Lake Fund or Thoma Bravo Fund or any of their respective affiliates sells its common stock, will not constitute “interested stockholders” for purposes of this provision.
Our amended and restated certificate of incorporation, or our restated charter, and our amended and restated bylaws, or our restated bylaws, contain provisions that could delay or prevent a change in control of our company.
Our restated charter and restated bylaws contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable. Our amended and restated certificate of incorporation, or our restated charter, and our amended and restated bylaws, or our restated bylaws, contain provisions that could delay or prevent a change in control of our company.
These circumstances could adversely affect our ability to protect our competitive position in the industry and otherwise adversely affect our business, financial condition and results of operations. 45 Table of Contents Risks Related to Ownership of Our Common Stock and Our Organizational Structure The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act and the requirements of the NYSE, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.
Risks Related to Ownership of Our Common Stock and Our Organizational Structure The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act and the requirements of the NYSE, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.
The market price of our common stock may be higher or lower than the price you pay for our common stock, depending on many factors, some of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock.
The market price of our common stock may be higher or lower than the price you pay for our common stock, depending on many factors, some of which are beyond our control and may not be related 42 Table of Contents to our operating performance.
Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of our common stock. 49 Table of Contents Our restated charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
Our restated charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
Item 1A. Risk Factors in this Annual Report on Form 10-K could result in our actual operating results being different from information we provide regarding our financial outlook, and those differences might be adverse and material.
Any failure to implement our operating strategy successfully or the occurrence of any of the events or circumstances set forth under Item 1A. Risk Factors in this Annual Report on Form 10-K could result in our actual operating results being different from information we provide regarding our financial outlook, and those differences might be adverse and material.
These data protection and privacy-related laws and regulations continue to evolve and are expected to result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions and increased costs of compliance. In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission, and state privacy and breach notification laws.
These data protection and privacy-related laws and regulations continue to evolve and are expected to result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions and increased costs of compliance.
A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future.
Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported results of operations. A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective.
We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards will have on our business or the businesses of our customers, including, but not limited to the European Union’s General Data Protection Regulation, the UK’s General Data Protection Regulation and U.S. state privacy laws, which created a range of new compliance obligations, and significantly increased financial penalties for noncompliance.
We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards will have on our business or the businesses of our customers.
We currently do not intend to pay dividends on our common stock. We intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future.
We intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. As a result, receiving a return on investment in our common stock is solely dependent on the increase in the market price of our common stock.
As part of our business strategy, we may acquire or make investments in complementary companies, solutions or technologies and issue equity securities to pay for any such acquisition or investment.
We may issue additional capital stock in the future that will result in dilution to all other stockholders. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, solutions or technologies and issue equity securities to pay for any such acquisition or investment.
We cannot be certain that third parties do not have blocking patents that could be used to prevent us from marketing or practicing our patented software or technology. 36 Table of Contents We endeavor to enter into agreements with our employees and contractors and with parties with which we do business in order to limit access to and disclosure of our trade secrets and other proprietary information.
We endeavor to enter into agreements with our employees and contractors and with parties with which we do business in order to limit access to and disclosure of our trade secrets and other proprietary information. We cannot be certain that the steps we have taken will prevent unauthorized use, misappropriation or reverse engineering of our technology.
Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per-share value of our common stock to decline. 47 Table of Contents We currently do not intend to pay dividends on our common stock, and consequently, stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock.
We currently do not intend to pay dividends on our common stock, and consequently, stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock. We currently do not intend to pay dividends on our common stock.
In addition, global privacy and data protection legislation, enforcement and policy activity are rapidly expanding and evolving, and may be inconsistent from jurisdiction to jurisdiction.
We continue to assess the impact of existing and emerging laws, monitor relevant guidance, and refine our processes accordingly. In addition, global privacy and data protection legislation, enforcement and policy activity are rapidly expanding and evolving, and may be inconsistent from jurisdiction to jurisdiction.
As a result, we may be unable to identify current attacks, anticipate these attacks or implement adequate security measures.
In addition, the democratization of coding is contributing to an increase in the scale, speed, and sophistication of attacks. As a result, we may be unable to identify current attacks, anticipate these attacks or implement adequate security measures.
Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way in which we conduct our business. Our revenue recognition policy and other factors may distort our financial results in any given period and make them difficult to predict.
Our revenue recognition policy and other factors may distort our financial results in any given period and make them difficult to predict.
The enforcement of our intellectual property rights also depends on our legal actions against these infringers being successful, but these actions may not be successful, even when our rights have been infringed. Further, any litigation, whether or not resolved in our favor, could be costly and time-consuming.
Moreover, others may independently develop technologies that are competitive to ours and may infringe our intellectual property. The enforcement of our intellectual property rights also depends on our legal actions against these infringers being successful, but these actions may not be successful, even when our rights have been infringed.
Risks Related to Our Indebtedness We have substantial indebtedness, which could adversely affect our financial health and our ability to obtain financing in the future, react to changes in our business and meet our obligations with respect to our indebtedness. 34 Table of Contents As of December 31, 2024, our total indebtedness outstanding under our credit agreement, net of debt issuance costs, was $333.1 million and we had $60 million of additional unused borrowing capacity under our revolving credit facility.
Risks Related to Our Indebtedness 33 Table of Contents We have substantial indebtedness, which could adversely affect our financial health and our ability to obtain financing in the future, react to changes in our business and meet our obligations with respect to our indebtedness.
If we fail to achieve some or all of the benefits that we expect to achieve as an independent company, or do not achieve them in the time we expect, our business, financial condition and results of operations could be adversely affected.
If our operating metrics are not accurate, or if investors do not perceive them to be accurate, investors may lose confidence in our operating metrics and business, we could be subject to legal claims, and our business, reputation, financial condition, and results of operations could be adversely affected.
We have incurred and expect to continue to incur significant expenses related to our cybersecurity initiatives. The Cyber Incident has had and may continue to have an adverse effect on our business, reputation, customer and employee relations, results of operations, financial condition or cash flows.
We have incurred and expect to continue to incur significant expenses related to our cybersecurity initiatives. Our use of AI could adversely affect our business, reputation, or financial results. We incorporate AI, including generative AI, into certain of our products and operations, and we expect our reliance on AI technologies to increase over time.
As of December 31, 2024, the Sponsors collectively owned in the aggregate approximately 111,564,512 shares of our common stock. We granted registration rights to the Sponsors with respect to shares of our common stock. Any shares registered pursuant to the registration rights agreement will be freely tradable in the public market, subject to compliance with applicable restrictions.
As of December 31, 2025, the Sponsors collectively owned in the aggregate approximately 111,564,512 shares of our common stock. The shares owned by the Sponsors are eligible for resale subject to applicable volume, manner of sale and other limitations of Rule 144 under the Securities Act.
Removed
We cannot be certain that the steps we have taken will prevent unauthorized use, misappropriation or reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive to ours and may infringe our intellectual property.
Added
ITEM 1A. RISK FACTORS A description of the risks and uncertainties associated with our business is set forth below. You should carefully consider such risks and uncertainties, together with the other information contained in this Annual Report on Form 10-K, and in our other public filings.
Removed
On December 14, 2020, SolarWinds announced that it had been the victim of a cyberattack (the “Cyber Incident”) on its Orion Software Platform and internal systems. SolarWinds’ investigation revealed that as part of this attack, malicious code (“Sunburst”) was injected into builds of SolarWinds’ Orion Software Platform that it released between March 2020 and June 2020.
Added
If any such risks and uncertainties actually occur, our business, financial condition or results of operations could differ materially from the plans, projections, and other forward-looking statements included elsewhere in this Annual Report on Form 10-K and in our other public filings. These risk factors are not the only risks we face.
Removed
If present and activated in a customer’s IT environment, Sunburst could potentially allow an attacker to compromise the server on which the Orion Software Platform was installed. The Cyber Incident has been widely reported by SolarWinds and other third parties and appears to be one of the most complex and sophisticated cyberattacks in history.
Added
Our business could also be affected by additional risks and uncertainties not currently known to us or that we currently consider to be immaterial. In addition, if any of the following risks and uncertainties, or if any other risks and uncertainties, actually occur, our business, financial condition, or results of operations could be harmed substantially.
Removed
SolarWinds’ investigations have revealed that the threat actor employed novel and sophisticated techniques indicative of a nation state actor and consistent with the goal of cyber espionage via a supply-chain attack.
Added
Summary of Risk Factors Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face.
Removed
Through the use of the novel SUNSPOT code injector that SolarWinds discovered in its investigation, the threat actor surreptitiously injected the Sunburst malicious code solely into builds of the Orion Software Platform.
Added
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and this summary should be carefully considered together with the more detailed discussion following this summary, together with other information in this Annual Report on Form 10-K.
Removed
The threat actor undertook a test run of its ability to inject code into builds of the Orion Software Platform in October 2019, months prior to initiating the actual Sunburst injection into builds of the Orion Software Platform that SolarWinds released between March and June 2020.
Added
These risks include, but are not limited to, the following: Risks Related to Our Business and Industry • Our quarterly revenue and operating results may fluctuate in the future because of a number of factors, which makes our future results difficult to predict or could cause our operating results or the guidance we provide to fall below expectations. • If we are unable to sell subscriptions to new customers, to sell additional solutions to our existing customers or to increase the usage of our solutions by our existing customers, our revenue growth and operating results could be adversely effected. • Our business depends on customers renewing their subscription agreements.
Removed
SolarWinds has not identified Sunburst in any of its more than 70 non-Orion products and tools, including, as previously disclosed, any of our N-able solutions. As a result of the Cyber Incident, we are faced with significant risks.
Added
If our subscription-based business model fails to yield the benefits that we expect, our results of operations could be negatively impacted. • We operate in highly competitive markets, which could make it difficult for us to acquire and retain customers at our historic rates. • Our success depends on our ability to adapt to the rapidly changing needs of our customers and their customers. • If we fail to integrate our solutions with a variety of operating systems, software applications, platforms and hardware that are developed by others or ourselves, our solutions may become less competitive or obsolete and our results of operations would be harmed. • Acquisitions present many risks that could have an adverse effect on our business and results of operations. • If our goodwill or intangible assets become impaired, then we could be required to record a significant non-cash charge to earnings, which could adversely affect our results of operations. • We may not be able to achieve or sustain the same level of cash flows in the future. • Because our long-term success depends on our ability to operate our business internationally and increase sales of our solutions to our customers located outside of the United States, our business is susceptible to risks associated with international operations. • We resell third-party software and integrate third-party software into our solutions that may be difficult to replace or that have caused in the past, or could cause in the future, errors or failures of our solutions, which could lead to a loss of customers or harm to our reputation and our operating results. • Material defects, errors or vulnerabilities in our solutions, the failure of our solutions to block malware or prevent a security breach, misuse of our solutions, or risks of product liability claims could harm our reputation, result in significant costs to us and impair our ability to sell our solutions.
Removed
As a part of SolarWinds and our prior branding as “SolarWinds MSP,” the Cyber Incident has harmed, and may continue to harm, our reputation, our customer and employee relations and our operations and business as a result of both the impact it has had on our relationships with existing and prospective customers and the significant time and resources that our personnel have had and may have to devote to investigating and responding to the Cyber Incident.
Added
Risks Related to Our Indebtedness • Our substantial indebtedness could adversely affect our financial health and our ability to obtain financing in the future, react to changes in our business and meet our obligations with respect to our indebtedness. • We may be able to incur substantially more indebtedness, which could further exacerbate the risks associated with our substantial indebtedness.
Removed
Customers have and may in the future defer purchasing or choose to cancel or not renew their agreements or subscriptions with us as a result of the Cyber Incident.
Added
Risks Related to Our Intellectual Property 18 Table of Contents • The success of our business depends on our ability to obtain, maintain, protect and enforce our intellectual property rights.
Removed
We have expended significant costs and expenses related to the Cyber Incident including in connection with investigations, our remediation efforts, our compliance with applicable laws and regulations in connection with the threat actor’s access to and exfiltration of information related to our current or former employees and customers, and our measures to address the damage to our reputation and customers and employee relations.
Added
Risks Related to Cybersecurity and Artificial Intelligence (“AI”) • Cyberattacks and other security incidents have resulted, and in the future may result, in compromises or breaches of our, our customers’, or their end-customers’ systems, the insertion of malicious code, malware, ransomware or other vulnerabilities into our, our customers’, or their end-customers’ systems, the exploitation of vulnerabilities in our, our customers’, or their end-customers’ environments, the theft or misappropriation of our, our customers’, or their end-customers’ proprietary and confidential information, and interference with our, our customers’, or their end-customers’ operations, exposure to legal and other liabilities, higher customer and employee attrition and the loss of key personnel, negative impacts to our sales, renewals and upgrades and reputational harm and other serious negative consequences, any or all of which could materially harm our business. • Our use of AI could adversely affect our business, reputation, or financial results.
Removed
We are also expending additional costs in connection with our ongoing cybersecurity-related initiatives.
Added
Risks Related to Government Regulation • We are subject to various global data privacy and security regulations, which could result in additional costs and liabilities to us. • We are subject to governmental export controls and economic sanctions laws that could impair our ability to compete in international markets and subject us to liability.
Removed
If we are unable to maintain the trust of our current and prospective customers and their SMB and mid-market customers, negative publicity continues and/or our personnel continue to have to devote significant time to the Cyber Incident, our business, market share, results of operations and financial condition will be negatively affected.
Added
Risks Related to Accounting and Taxation • We are subject to fluctuations in foreign exchange and interest rates. • Failure to maintain proper and effective internal controls could have a material adverse effect on our business. • We are subject to potential changes in tax laws or regulations Risks Related to Ownership of Our Common Stock and Our Organizational Structure • The Sponsors have a controlling influence over matters requiring stockholder approval. • The Sponsors and their affiliated funds may pursue corporate opportunities independent of us that could present conflicts with our and our stockholders’ interests. • Our charter and bylaws contain anti-takeover provisions that could delay or discourage takeover attempts.
Removed
SolarWinds has confirmed to us that it has concluded its internal investigations relating to the Cyber Incident.
Added
Risk Factors Risks Related to Our Business and Industry Our operating results may be negatively affected by a number of factors, certain of which are beyond our control, and any of which could cause our operating results or the guidance we provide to fall below expectations.
Removed
While SolarWinds does not know precisely when or how the threat actor first gained access to its environment, its investigations uncovered evidence that the threat actor compromised credentials and conducted research and surveillance in furtherance of its objectives through persistent access to its software development environment and internal systems, including its Office 365 environment, for at least nine months prior to initiating the test run in October 2019.
Added
Our future operating results and financial performance are dependent on a variety of factors, including factors that are beyond our control. As a result, our operating results may not be sustained or improve to the extent we anticipate, or at all. Additionally, our operating results may vary significantly from period to period in the future.
Removed
During this entire period, we were a part of the SolarWinds’ shared environment and the threat actor had persistent access to our systems and Office 365 environment. SolarWinds also has found evidence that causes us to believe that the threat actor exfiltrated certain information as part of its research and surveillance.
Added
As a result, you should not rely on the results of any one quarter as an indication of future performance and period-to-period comparisons of our revenue and operating results may not be meaningful.
Removed
The threat actor created and moved files that we believe contained source code for our products, although we are unable to determine the actual contents of those files.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have described whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, including the Cyber Incident, have affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition in the risk factors titled “Cyberattacks, including the Cyber Incident, and other security incidents have resulted, and in the future may result, in compromises or breaches of our, our IT services provider customers’, or their SMB and mid-market customers’ systems, the insertion of malicious code, malware, ransomware or other vulnerabilities into our, our IT services provider customers’, or their SMB and mid-market customers’ systems, the exploitation of vulnerabilities in our, our IT services provider customers’, or their SMB and mid-market customers’ environments, the theft or misappropriation of our, our IT services provider customers’, or their SMB and mid-market customers’ proprietary and confidential information, and interference with our, our IT services provider customers’, or their SMB and mid-market customers’ operations, exposure to legal and other liabilities, higher customer and employee attrition and the loss of key personnel, negative impacts to our sales, renewals and upgrades and reputational harm and other serious negative consequences, any or all of which could materially harm our business” and “The Cyber Incident has had and may continue to have an adverse effect on our business, reputation, customer and employee relations, results of operations, financial condition or cash flows” in “Item 1A.
Biggest changeWe have described whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents have affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition in the risk factors titled “Cyberattacks and other security incidents have resulted, and in the future may result, in compromises or breaches of our, our IT services provider customers’, or their end-customers’ systems, the insertion of malicious code, malware, ransomware or other vulnerabilities into our, our IT services provider customers’, or their end-customers’ systems, the exploitation of vulnerabilities in our, our IT services provider customers’, or their end-customers’ environments, the theft or misappropriation of our, our IT services provider customers’, or their end-customers’ proprietary and confidential information, and interference with our, our IT services provider customers’, or their end-customers’ operations, exposure to legal and other liabilities, higher customer and employee attrition and the loss of key personnel, negative impacts to our sales, renewals and upgrades and reputational harm and other serious negative consequences, any or all of which could materially harm our business” in “Item 1A.
The Cybersecurity Committee is informed of the Company’s cybersecurity risk management and receives an overview of its cybersecurity program from management at least quarterly, which covers topics including, among others, recent cybersecurity risk landscape and trends, data security posture, results from third-party assessments, training and vulnerability 51 Table of Contents testing, our cybersecurity and compliance program, critical cybersecurity risks, as well as the steps management has taken to respond to such risks, emerging cybersecurity regulations, technologies and best practices.
The Cybersecurity Committee is informed of the Company’s cybersecurity risk management and receives an 47 Table of Contents overview of its cybersecurity program from management at least quarterly, which covers topics including, among others, recent cybersecurity risk landscape and trends, data security posture, results from third-party assessments, training and vulnerability testing, our cybersecurity and compliance program, critical cybersecurity risks, as well as the steps management has taken to respond to such risks, emerging cybersecurity regulations, technologies and best practices.
In designing these processes, the Company takes into account industry frameworks such as the National Institute of Standards and Technology (NIST), Committee of Sponsoring 50 Table of Contents Organizations (COSO), and International Organization for Standardization (ISO) 27001, and other industry standards.
In designing these processes, the Company takes into account industry frameworks such as the National Institute of Standards and Technology (NIST), Committee of Sponsoring Organizations (COSO), and International Organization for Standardization (ISO) 27001, and other industry standards.
CYBERSECURITY Risk Management and Strategy The Company has adopted policies, processes, procedures and standards and implemented certain controls and procedures that allow its management to assess, identify and manage material risks from cybersecurity threats and for its Board of Directors, through its Cybersecurity Committee, to actively oversee the strategic direction, objectives, and effectiveness of the Company’s cybersecurity risk management framework.
CYBERSECURITY Risk Management and Strategy The Company has adopted policies, processes, procedures and standards and implemented certain controls and procedures that allow its management to assess, identify and manage material risks from cybersecurity threats and for its Board of Directors, through its Cybersecurity Committee, to actively oversee the strategic direction, objectives, and effectiveness of the Company’s cybersecurity risk management framework. 46 Table of Contents The Company’s processes are integrated into its overall enterprise risk management program, which includes financial risk, compliance risk and other strategic and operational risks that affect the Company.
The Company’s processes are integrated into its overall enterprise risk management program, which includes financial risk, compliance risk and other strategic and operational risks that affect the Company. The processes compliment the Company’s enterprise-wide risk assessment architecture, as implemented by the Company’s management and as overseen by the Company’s Board of Directors through its Cybersecurity Committee.
The processes compliment the Company’s enterprise-wide risk assessment architecture, as implemented by the Company’s management and as overseen by the Company’s Board of Directors through its Cybersecurity Committee.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe lease office space domestically and internationally in various locations for our operations, including facilities located in Austin, Texas; Bucharest, Romania; Dundee, United Kingdom; Edinburgh, United Kingdom; Emmeloord, Netherlands; Lisbon, Portugal; Manila, Philippines; Minsk, Belarus; Morrisville, North Carolina; Ottawa, Canada; Sydney, Australia; Utrecht, Netherlands; Warsaw, Poland; Washington, D.C.; Uster, Switzerland; and Vienna, Austria.
Biggest changeWe lease office space domestically and internationally in various locations for our operations, including facilities located in Austin, Texas; Bucharest, Romania; Dundee, United Kingdom; Edinburgh, United Kingdom; Emmeloord, Netherlands; Lisbon, Portugal; Manila, Philippines; Minsk, Belarus; Morrisville, North Carolina; Ottawa, Canada; Sydney, Australia; Uster, Switzerland; Utrecht, Netherlands; Vienna, Austria; Warsaw, Poland; and Washington, D.C.
Our leases are all classified as operating and have remaining terms of less than one year to 7.4 years. We believe the facilities that we are leasing are adequate for the foreseeable future. If we require additional or substitute space, we believe that we will be able to obtain such space on acceptable, commercially reasonable terms.
Our leases are all classified as operating and have remaining terms of less than one year to 6.4 years. We believe the facilities that we are leasing are adequate for the foreseeable future. If we require additional or substitute space, we believe that we will be able to obtain such space on acceptable, commercially reasonable terms.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe information contained in the Stock Performance Graph shall not be deemed to be soliciting material or to be filed with the SEC nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing. 53 Table of Contents Recent Sales of Unregistered Securities As previously reported in our Current Report on Form 8-K filed with the SEC on November 20, 2024, in connection with our acquisition of Adlumin, Inc. and in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, on November 20, 2024, we agreed to issue up to an aggregate of 1,570,762 shares of our common stock as consideration in the acquisition, of which 1,433,729 were issued as of December 31, 2024.
Biggest changeThe information contained in the Stock Performance Graph shall not be deemed to be soliciting material or to be filed with the SEC nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing. 49 Table of Contents Issuer Purchases of Equity Securities On March 11, 2025, our board of directors authorized the repurchase of up to $75.0 million of common stock (the “Repurchase Program”).
Performance Graph The graph set forth below compares the cumulative total stockholder return on our common stock for the period between July 20, 2021 (our first day as a publicly traded company) and December 31, 2024, with the cumulative total return of (i) the S&P 500 Index and (ii) the S&P 500 Software & Services Index.
Performance Graph The graph set forth below compares the cumulative total stockholder return on our common stock for the period between July 20, 2021 (our first day as a publicly traded company) and December 31, 2025, with the cumulative total return of (i) the S&P 500 Index and (ii) the S&P 500 Software & Services Index.
On February 28, 2025, the last reported sales price of our common stock on the NYSE was $10.03 per share and, as of February 28, 2025, there were 80 holders of record of our common stock.
On February 23, 2026, the last reported sales price of our common stock on the NYSE was $4.47 per share and, as of February 23, 2026, there were 78 holders of record of our common stock.
Added
Pursuant to the authorization, we may repurchase shares of common stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with applicable securities laws and other restrictions.
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The timing and total amount of stock repurchases will depend upon business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations.
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The Repurchase Program has no expiration date, may be suspended or discontinued at any time without notice, and does not obligate us to acquire any specific dollar amount or numbers of shares of common stock.
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During the three months ended December 31, 2025, we repurchased shares of our common stock under the Repurchase Program as follows: Period Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan or Program (in thousands) (in thousands, except share and per share data) October 1 - 31, 2025 1,288,976 $ 7.74 1,288,976 $ 45,000 November 1 - 30, 2025 — $ — — $ 45,000 December 1 - 31, 2025 — $ — — $ 45,000 Total 1,288,976 1,288,976 50 Table of Contents

Item 7. Management's Discussion & Analysis

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

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Biggest changeCommitments and Contingencies in the Notes to Cons olidated Financial Statements for additional information regarding the Adlumin acquisition and contingent consideration liabilities. Annual Recurring Revenue Total annual recurring revenue (“ARR”) as of December 31, 2024 was $482.5 million, compared to $444.3 million as of December 31, 2023, representing an increase of 8.6%.
Biggest changeAnnual Recurring Revenue Total annual recurring revenue (“ARR”) as of December 31, 2025 was $539.7 million, compared to $482.5 million as of December 31, 2024, representing an increase of 11.9%. This increase was primarily due to steady demand for our solutions, including the impact of the November 20, 2024 acquisition of Adlumin.
Revenue from the license performance obligation of our self-managed solutions is recognized at a point in time upon delivery of the access to the licenses and revenue from the performance obligation related to the technical support and unspecified software upgrades of our subscription-based license arrangements is recognized ratably over the agreement period.
Revenue from the license performance obligation of our self-managed solutions is recognized at a point in time upon delivery of the access to the licenses and revenue from the performance obligation related to the technical support and unspecified software upgrades of our subscription-based license arrangements is recognized ratably over the agreement period.
Our stock-based compensation expense increased during the year ended December 31, 2024 as compared to the prior fiscal year primarily due to the impact of new equity awards that were granted to employees through December 31, 2024, and we expect stock-based compensation expense to continue to increase during the year ended December 31, 2025. • Sales and Marketing.
Our stock-based compensation expense increased during the year ended December 31, 2025 as compared to the prior fiscal year primarily due to the impact of new equity awards that were granted to employees through December 31, 2025, and we expect stock-based compensation expense to continue to increase during the year ended December 31, 2026. • Sales and Marketing.
We generally invoice 57 Table of Contents subscription agreements monthly based on usage or in advance over the subscription period on either a monthly or annual basis. • Other Revenue. Other revenue consists primarily of revenue from the sale of our maintenance services associated with the historical sales of perpetual licenses and revenue from professional services.
We generally invoice subscription agreements monthly based on usage or in advance over the subscription period on either a monthly or annual basis. • Other Revenue. Other revenue consists primarily of revenue from the sale of our maintenance services associated with the historical sales of perpetual licenses and revenue from professional services.
The decrease in net income for the three months ended December 31, 2024 was due to increases in research and development expense, other expense, net, cost of revenue, amortization of acquired technologies, sales and marketing expense, amortization of acquired intangibles, and general and administrative expense, partially offset by an increase in revenue and a decrease in income tax expense.
The decrease in net income for the three months ended December 31, 2025 was due to increases in cost of revenue, sales and marketing expense, interest expense, net, amortization of acquired technologies, research and development expense, other expense, net, general and administrative expense, income tax expense, and amortization of acquired intangibles, partially offset by an increase in revenue.
Quantitative and Qualitative Disclosures About Market Risk for additional information on how interest rates impact our financial results. 58 Table of Contents Foreign Currency As a global company, we face exposure to adverse movements in foreign currency exchange rates.
Quantitative and Qualitative Disclosures About Market Risk for additional information on how interest rates impact our financial results. Foreign Currency As a global company, we face exposure to adverse movements in foreign currency exchange rates.
Our Adjusted EBITDA, calculated as net income of $3.3 million and $9.4 million for the three months ended December 31, 2024 and 2023, respectively, excluding amortization of acquired intangible assets and developed technology of $3.9 million and $1.6 million, respectively, depreciation expense of $4.0 million and $3.9 million, respectively, income tax expense of $3.7 million and $7.4 million, respectively, interest expense, net of $7.3 million and $7.7 million, respectively, unrealized foreign currency losses (gains) of $2.0 million and $(1.8) million, respectively, transaction related costs of $2.4 million and $(0.5) million, respectively, spin-off costs of $0.0 million and $0.1 million, respectively, stock-based compensation expense and related employer-paid payroll taxes of $10.8 million and $10.9 million, respectively, and restructuring costs and other of $0.7 million and $0.5 million, respectively, was $38.1 million and $39.2 million for the three months ended December 31, 2024 and 2023, respectively.
Our Adjusted EBITDA, calculated as net (loss) income of $(7.2) million and $3.3 million for the three months ended December 31, 2025 and 2024, respectively, excluding amortization of acquired intangible assets and developed technology of $6.9 million and $3.9 million, respectively, depreciation expense of $4.8 million and $4.0 million, respectively, income tax expense of $4.5 million and $3.7 million, respectively, interest expense, net of $12.2 million and $7.3 million, respectively, unrealized foreign currency losses of $4.2 million and $2.0 million, respectively, transaction related costs of $0.9 million and $2.4 million, respectively, stock-based compensation expense and related employer-paid payroll taxes of $10.4 million and $10.8 million, respectively, and restructuring costs and other of $2.0 million and $0.7 million, respectively, was $38.6 million and $38.1 million for the three months ended December 31, 2025 and 2024, respectively.
Cash Flow We have built our business to generate strong cash flow over the long term. For the three months ended December 31, 2024 and 2023, cash flows from operations were $26.0 million and $31.2 million, respectively.
Cash Flow We have built our business to generate strong cash flow over the long term. For the three months ended December 31, 2025 and 2024, cash flows from operations were $25.3 million and $26.0 million, respectively.
Generally, personnel costs are the most significant component of operating expenses and include salaries, bonuses and stock-based compensation and related employer-paid payroll taxes, as well as an allocation of our facilities, depreciation, IT and benefits costs. We had total employees of 1,773 and 1,584 as of December 31, 2024 and 2023, respectively.
Generally, personnel costs are the most significant component of operating expenses and include salaries, bonuses and stock-based compensation and related employer-paid payroll taxes, as well as an allocation of our facilities, depreciation, IT and benefits costs. We had total employees of 1,852 and 1,773 as of December 31, 53 Table of Contents 2025 and 2024, respectively.
Over the same period, customers with over $50,000 of ARR on our platform grew from approximately 56% of our total ARR as of December 31, 2023 to approximately 57% of our total ARR as of December 31, 2024.
Over the same period, customers with over $50,000 of ARR on our platform grew from approximately 57% of our total ARR as of December 31, 2024 to approximately 61% of our total ARR as of December 31, 2025.
Our cash flows from operations were reduced by cash payments for interest of $6.9 million and $7.3 million for the three months ended December 31, 2024 and 2023, respectively, and cash payments for income taxes of $4.6 million and $3.9 million for the three months ended December 31, 2024 and 2023, respectively.
Our cash flows from operations were reduced by cash payments for interest of $6.0 million and $6.9 million for the three months ended December 31, 2025 and 2024, respectively, and cash payments for income taxes of $6.5 million and $4.6 million for the three months ended December 31, 2025 and 2024, respectively.
We use ARR, and in particular ARR attributable to customers with over $50,000 of ARR, to enhance the understanding of our business performance and the growth of our relationships with our customers. Profitability Our net income for the three months ended December 31, 2024 and 2023 was $3.3 million and $9.4 million, respectively.
We use ARR, and in particular ARR attributable to customers with over $50,000 of ARR, to enhance the understanding of our business performance and the growth of our relationships with our customers. 52 Table of Contents Profitability Our net (loss) income for the three months ended December 31, 2025 and 2024 was $(7.2) million and $3.3 million, respectively.
The increase in point in time subscription revenue during the year ended December 31, 2024 was primarily due to the impact of revenue recognition for long-term committed contracts under Topic 606, net of any volume and pricing rationalization when committing to long-term subscriptions and any fluctuations in month-to-month contracts. See Note 2.
The Long-Term Contract Initiative results in an increase in point in time subscription revenue, primarily due to the impact of revenue recognition for long-term committed contracts under Topic 606, net of any volume and pricing rationalization when committing to long-term subscriptions and any fluctuations in month-to-month contracts. See Note 2.
We amortize to cost of revenue capitalized costs of technologies acquired in connection with the take private transaction of SolarWinds in early 2016 and subsequent business combinations, including the July 1, 2022 acquisition of Spinpanel B.V. (“Spinpanel”) and November 20, 2024 acquisition of Adlumin.
We amortize to cost of revenue capitalized costs of technologies acquired in connection with business combinations, including the July 1, 2022 acquisition of Spinpanel B.V. (“Spinpanel”) and November 20, 2024 acquisition of Adlumin. Operating Expenses Operating expenses consist of sales and marketing, research and development and general and administrative expenses as well as amortization of acquired intangibles.
Summary of Significant Accounting Policies in the Notes to Cons olidated Financial Statements for further details regarding revenue recognized from subscription and other services at a point in time and over time. Acquisitions On November 20, 2024, we acquired Adlumin, Inc. (“Adlumin”), a Washington, D.C. based enterprise-grade security operations platform provider.
Summary of Significant Accounting Policies in the Notes to Cons olidated Financial Statements for further details regarding revenue recognized from subscription and other services at a point in time and over time.
This increase was primarily due to steady demand for our solutions, including the impact of the November 20, 2024 acquisition of Adlumin. 56 Table of Contents As of December 31, 2024, we had 2,349 customers with ARR over $50,000 on our platform, up from 2,196 as of December 31, 2023, representing an increase of approximately 7%.
As of December 31, 2025, we had 2,671 customers with ARR over $50,000 on our platform, up from 2,349 as of December 31, 2024, representing an increase of approximately 14%.
As a result of the Distribution, we became an independent public company and our common stock is listed under the symbol “NABL” on the New York Stock Exchange. SolarWinds Cyber Incident As previously disclosed, in 2020, SolarWinds was the victim of a cyberattack on its Orion Software Platform and internal systems, or the Cyber Incident.
As a result of the Distribution, we became an independent public company and our common stock is listed under the symbol “NABL” on the New York Stock Exchange. Fourth Quarter Financial Highlights Revenue Our total revenue was $130.3 million and $116.5 million for the three months ended December 31, 2025 and 2024, respectively.
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Overview N-able, Inc., a Delaware corporation, together with its subsidiaries, is a leading global provider of cloud-based security, data protection, and unified endpoint management software solutions for IT services providers, including managed service providers (“MSPs”).
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Overview N-able, Inc., a Delaware corporation, together with its subsidiaries, protects businesses from evolving cyberthreats. Our AI powered cybersecurity platform delivers business resilience to more than 500,000 organizations worldwide, leveraging advanced end-to-end capabilities, simplified workflows, market-leading integrations, and flexible deployment options to improve efficiency and drive critical security outcomes.
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Our powerful technology enables them to support digital transformation and growth for small and medium-sized businesses (“SMBs”) and mid-market businesses, which we define as those businesses having fewer than 2,500 employees. With a flexible technology platform and powerful integrations, N-able makes it easy for our customers to monitor, manage, and protect systems, data, and networks.
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Our partner-first approach pairs our technology with experts, training, and peer-led events that empower customers to be secure, resilient, and successful.
Removed
Our growing portfolio of management, security, automation, and data protection solutions is built for IT services management professionals. In addition, we provide extensive, proactive support—through enriching partner programs, hands-on training, and growth resources—to help our customers deliver exceptional value and achieve success at scale.
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Through our multi-dimensional land and expand model and global presence, we have been able to drive strong recurring revenue growth and profitability.
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SolarWinds concluded its internal investigations related to the Cyber Incident and did not identify SUNBURST in any of its more than 70 non-Orion products and tools, including, as previously disclosed, any of our N-able solutions.
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In response to the Cyber Incident and in connection with the Separation and Distribution, we continue to work to further enhance security, monitoring and authentication of our solutions. Specifically, we have implemented in-product security enhancements to the N-able portfolio of products, including, multi-factor authentication, unified single sign-on services and secure secret vaults.
Removed
We have also introduced new identity and access controls, scanning and remediation technologies and standards and monitoring tooling across our businesses IT and production environments. We expect to incur additional expenses in future periods related to continued enhancements to our security measures across our solutions.
Removed
Of the expenses SolarWinds recorded related to the Cyber Incident through the Separation and Distribution date of July 19, 2021, none were allocated to the N-able business and, as a result of the indemnification provisions under the Separation and Distribution Agreement entered into in connection with the Separation and Distribution (the “Separation and Distribution Agreement”), we have not recorded any contingent liabilities with respect to the Cyber Incident as of December 31, 2024 and 2023, respectively.
Removed
In addition, as a result of the Cyber Incident, SolarWinds has been subject to numerous lawsuits and governmental investigations or inquiries. To date, we have not been separately named in such lawsuits and investigations, but in the future we may become subject to lawsuits, investigations or inquiries related to the Cyber Incident.
Removed
In such event, subject to the terms of the Separation and Distribution Agreement, SolarWinds would indemnify us for costs we may incur. We believe the Cyber Incident caused reputational harm to SolarWinds and also had an adverse impact on our reputation, new subscription sales and net retention rates.
Removed
In general, our sales cycles and time from contract to revenue recognition are primarily short in nature, and we believe that the adverse impacts of the Cyber Incident on our financial results have diminished.
Removed
Nevertheless, there is risk that the Cyber Incident may continue to have an adverse impact on our business in future periods, and to the extent such impact continues, including as a result of new discoveries or events, it could have an adverse effect on our business, results of operations, cash flows or financial position. 55 Table of Contents Fourth Quarter Financial Highlights Revenue Our total revenue was $116.5 million and $108.4 million for the three months ended December 31, 2024 and 2023, respectively.
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Point in time subscription revenue decreased from $14.7 million during the three months ended December 31, 2023 to $10.8 million during the three months ended December 31, 2024, and increased from $56.4 million during the year ended December 31, 2023 to $62.3 million during the year ended December 31, 2024.
Removed
The acquisition was structured as a merger transaction pursuant to which Adlumin became our indirect wholly owned subsidiary. The aggregate consideration payable at closing of the transaction included $98.7 million in cash, subject to customary adjustments and funded with cash on hand, and the issuance of up to 1,570,762 shares of our common stock.
Removed
Additionally, the former Adlumin shareholders have the right to receive $120.0 million in cash in installments of $52.5 million and $67.5 million on the first and second anniversaries of the closing date, respectively, and up to an aggregate of $30.0 million in potential cash earn-out payments payable in 2025 and 2026 based upon the achievement of certain performance metrics against defined targets for the 2024 and 2025 fiscal years.
Removed
The acquisition is intended to build upon our prior partnership with Adlumin providing extended detection and response (“XDR”) capabilities and managed detection and response (“MDR”) services, and allow us to incorporate Adlumin’s innovative technology with our industry-leading platform that combines security, unified endpoint management, and data protection solutions.
Removed
We incurred net transaction related costs of $2.9 million during the year ended December 31, 2024, which are included in general and administrative expense. Goodwill and acquired identifiable intangible assets for this acquisition are not deductible for tax purposes.
Removed
The results of operations related to Adlumin since the acquisition date are included in our Consolidated Financial Statements for the three and twelve months ended December 31, 2024.
Removed
As noted above, total consideration includes up to $30.0 million in potential cash earn-out payments payable in 2025 and 2026 based upon the achievement of certain performance metrics against defined targets for the 2024 and 2025 fiscal years.
Removed
The contingent consideration liabilities will be re-evaluated periodically, but at least quarterly, with the resulting gains and losses recognized within general and administrative expense in our Consolidated Statements of Operations. At the date of acquisition, the fair value of this contingent consideration was $16.6 million.
Removed
As of December 31, 2024, the fair value of this contingent consideration is $14.1 million, resulting in the recognition of a gain of $2.6 million for the year ended December 31, 2024.
Removed
The current portion of the contingent consideration of $5.5 million is included in “accrued liabilities and other” and the non-current portion of $8.6 million is included in “other long-term liabilities” in our Consolidated Balance Sheets as of December 31, 2024. See Note 3. Acquisitions , Note 7. Fair Value Measurements , Note 8. Accrued Liabilities and Other and Note 15.
Removed
Amortization related to the take private transaction of SolarWinds concluded during the three months ended March 31, 2023. Operating Expenses Operating expenses consist of sales and marketing, research and development and general and administrative expenses as well as amortization of acquired intangibles.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFinancing Activities Financing cash flows consist of payments of tax withholding obligations related to restricted stock, the exercise of stock options, proceeds from the issuance of common stock under the Employee Stock Purchase Plan, deferred acquisition payments, and repayments of borrowings from the Credit Agreement Net cash used in financing activities increased for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to an increase in payments of tax withholding obligations related to restricted stock and a 68 Table of Contents decrease in proceeds from exercises of stock options, partially offset by an increase in proceeds from the issuance of common stock under the Employee Stock Purchase Plan and a decrease in deferred acquisition payments.
Biggest changeNet cash used in financing activities increased for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to an increase in deferred acquisition payments related to the November 20, 2024 acquisition of Adlumin, an increase in repurchases of our common stock, a decrease in proceeds from the issuance of common stock under the Employee Stock Purchase Plan, and a decrease in proceeds from exercises of stock options, partially offset by an increase in 63 Table of Contents net proceeds from the Credit Agreement, a decrease in payments of tax withholding obligations related to restricted stock, and a decrease in repayments of borrowings from the Credit Agreement.
Other Income, Net Year Ended December 31, 2024 2023 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Other income, net $ 1,931 0.4 % $ 4,259 1.0 % $ (2,328) Other income, net decreased by $2.3 million, or 54.7%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a decrease in the impact of changes in foreign currency exchange rates of $3.8 million related to various accounts for the period, partially offset by an increase in dividend income from our money market fund financial assets of $1.9 million.
Other Income, Net Year Ended December 31, 2024 2023 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Other income, net $ 1,931 0.4 % $ 4,259 1.0 % $ (2,328) Other income, net decreased by $2.3 million, or 54.7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a decrease in the impact of changes in foreign currency exchange rates of $3.8 million related to various accounts for the period, partially offset by an increase in dividend income from our money market fund financial assets of $1.9 million.
Interest Expense, Net Year Ended December 31, 2024 2023 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Interest expense, net $ (30,031) (6.4) % $ (30,252) (7.2) % $ 221 Interest expense, net decreased by $0.2 million, or 0.7%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to the impact of decreased interest rates and lower outstanding borrowings under the Credit Agreement.
Interest Expense, Net Year Ended December 31, 2024 2023 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Interest expense, net $ (30,031) (6.4) % $ (30,252) (7.2) % $ 221 Interest expense, net decreased by $0.2 million, or 0.7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to the impact of decreased interest rates and lower outstanding borrowings under the Credit Agreement.
Although we are not currently a party to any material definitive agreement regarding potential investments in, or acquisitions of, complementary businesses, applications or technologies, we may enter into these types of arrangements, which 67 Table of Contents could reduce our cash and cash equivalents, require us to seek additional equity or debt financing or repatriate cash generated by our international operations.
Although we are not currently a party to any material definitive agreement regarding potential investments in, or acquisitions of, complementary businesses, applications or technologies, we may enter into these types of arrangements, which could reduce our cash and cash equivalents, require us to seek additional equity or debt financing or repatriate cash generated 62 Table of Contents by our international operations.
During the year ended December 31, 2024, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
During the year ended December 31, 2025, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Debt of the Notes to Consolidated Financial Statements for further details regarding the Credit Agreement and Interest Expense, Net of Management's Discussion and Analysis of Financial Condition and Results of Operations - Comparison for the years ended December 31, 2024, 2023 and 2022 for further details on the current and expected continued impact of interest rates on borrowings under the Credit Agreement.
Debt of the Notes to Consolidated Financial Statements for further details regarding the Credit Agreement and Interest Expense, Net of Management's Discussion and Analysis of Financial Condition and Results of Operations - Comparison for the years ended December 31, 2025, 2024 and 2023 for further details on the current and expected continued impact of interest rates on borrowings under the Credit Agreement.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is incorporated by reference to the Consolidated Financial Statements set forth on pages F-1 through F-43 hereof. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes in or disagreements with our accountants on accounting and financial disclosure matters.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is incorporated by reference to the Consolidated Financial Statements set forth on pages F-1 through F-41 hereof. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes in or disagreements with our accountants on accounting and financial disclosure matters.
We do not have material exposure to market risk with respect to our cash and cash equivalents, as these consist primarily of highly liquid investments purchased with original maturities of three months or less as of December 31, 2024 and 2023, respectively. See Note 13.
We do not have material exposure to market risk with respect to our cash and cash equivalents, as these consist primarily of highly liquid investments purchased with original maturities of three months or less as of December 31, 2025 and 2024, respectively. See Note 13.
The 103% dollar-based net revenue retention rate reflects the pressure from our pricing and packaging changes, coupled with rationalization related to our Long-Term Contract Initiative, which began materially impacting net revenue retention during the three months ended June 30, 2024.
The 103% dollar-based net revenue retention rate reflects the impact from our pricing and packaging changes, coupled with rationalization related to our Long-Term Contract Initiative, which began materially impacting net revenue retention during the three months ended June 30, 2024.
Revenue from the United Kingdom was approximately 10.5% and 10.2% of total revenue for the years ended December 31, 2024 and 2023, respectively. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods. Subscription Revenue.
Revenue from the United Kingdom was approximately 10.2% and 10.5% of total revenue for the years ended December 31, 2025 and 2024, respectively. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods. Subscription Revenue.
Amortization of acquired intangibles decreased $0.3 million, or 53.4%, primarily due a decrease in expense of $0.6 million related to the conclusion of amortization of intangible assets acquired in connection 60 Table of Contents with the take private transaction of SolarWinds in early 2016 during the three months ended March 31, 2023, partially offset by an increase in expense of $0.2 million related to the November 20, 2024 acquisition of Adlumin.
Amortization of acquired intangibles decreased $0.3 million, or 53.4%, primarily due to a decrease in expense of $0.6 million related to the conclusion of amortization of intangible assets acquired in connection with the take private transaction of SolarWinds in early 2016 during the three months ended March 31, 2023, partially offset by an increase in expense of $0.2 million related to the November 20, 2024 acquisition of Adlumin.
See Fourth Quarter Financial Highlights for further details regarding the impact of long-term committed contracts d uring the year ended December 31, 2024. Subscription revenue increased slightly as a percentage of total revenue for the year ended December 31, 2024 compared to the year ended December 31, 2023.
See Fourth Quarter Financial Highlights for further details regarding the impact of long-term committed contracts d uring the year ended December 31, 2025. Subscription revenue increased slightly as a percentage of total revenue for the year ended December 31, 2025 compared to the year ended December 31, 2024.
General and administrative expenses increased $6.6 million, or 9.5%, primarily due to an increase in transaction related costs of $4.7 million, which includes gains on contingent consideration related to the July 1, 2022 acquisition of Spinpanel of $3.7 million and the November 20, 2024 acquisition of Adlumin of $2.6 million, respectively, and an increase in expense of $1.8 million related to the Adlumin deferred consideration liability, an increase in rent expense of $2.4 million, an increase in restructuring and other costs of $2.0 million, and an increase in professional fees of $1.2 million, partially offset by a decrease in allocated facilities and IT costs of $2.2 million, a decrease in costs associated with our separation from SolarWinds of $0.7 million, and a decrease in director and officer liability insurance costs of $0.6 million.
General and administrative expenses increased $6.6 million, or 9.5%, primarily due to an increase in transaction related costs of $4.7 million, which is net of gains on contingent consideration related to the July 1, 2022 acquisition of Spinpanel of $3.7 million and the November 20, 2024 acquisition of Adlumin of $2.6 million, and an increase in expense of $1.8 million related to the Adlumin deferred consideration liability, an increase in rent expense of $2.4 million, an increase in restructuring and other costs of $2.0 million, and an increase in professional fees of $1.2 million, partially offset by a decrease in allocated facilities and IT costs of $2.2 million, a decrease in costs associated with our separation from SolarWinds of $0.7 million, and a decrease in director and officer liability insurance costs of $0.6 million.
This hypothetical change in interest expense has been calculated based on the variable rate borrowings outstanding as of December 31, 2024 and 2023 and a 100 basis point per annum change in interest rate applied over a one-year period.
This hypothetical change in interest expense has been calculated based on the variable rate borrowings outstanding as of December 31, 2025 and 2024 and a 100 basis point per annum change in interest rate applied over a one-year period.
Research and development expenses increased $12.5 million, or 16.0%, primarily due to an increase in personnel costs driven by headcount and salary increases of $6.5 million, which includes an increase in stock-based compensation expense of $1.6 million, an increase in subscription costs of $2.1 million, an increase in allocated facilities and IT costs of $1.9 million, a decrease in capitalized internal-use software costs of $1.4 million, an increase in contract services costs of $0.2 million, and an increase in amortization expense of $0.2 million.
Research and development expenses increased $12.5 million, or 16.0%, primarily due to an increase in personnel costs driven by headcount and salary increases of $6.5 million, which includes an increase in stock-based compensation expense of $1.6 million, an increase in subscription costs of $2.1 million, an increase in allocated facilities and IT 58 Table of Contents costs of $1.9 million, a decrease in capitalized internal-use software costs of $1.4 million, an increase in contract services costs of $0.2 million, and an increase in amortization expense of $0.2 million.
For the year ended December 31, 2024 as compared to the year ended December 31, 2023, the decrease in cash provided by operating activities was primarily due to a decrease in accrued liabilities and other, an increase in recoverable taxes, an increase in current contract assets, an increase in other long-term assets, and a decrease in accounts payable, partially offset by a decrease in prepaid expenses and other assets, a decrease in accounts receivable, a decrease in income taxes receivable, a decrease in operating lease right-of-use assets, net, an increase in income taxes payable, an increase in deferred revenue, and an increase in other long-term liabilities.
For the year ended December 31, 2025 as compared to the year ended December 31, 2024, the increase in cash provided by operating activities was primarily due to a decrease in recoverable taxes, a decrease in other long-term assets, a decrease in current contract assets, an increase in accrued liabilities and other, and an increase in accounts payable, partially offset by an increase in prepaid and other current assets, an increase in accounts receivable, a decrease in income taxes payable, an increase in income taxes receivable, a decrease in deferred revenue, an increase in operating lease right-of-use assets, net, and a decrease in other long-term liabilities.
The spin-off transaction results in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing non-GAAP measures that exclude these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance. • Restructuring Costs and Other.
The spin-off transaction results in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We 60 Table of Contents believe that providing non-GAAP measures that exclude these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance. • Restructuring Costs and Other.
The effective tax rate decreased to 43.0% for the year ended December 31, 2024 primarily due to a decrease in income taxes on income outside of the United States, partially offset by an increase in the amount of the unbenefited loss in the United States. For additional discussion about our income taxes, see Note 14.
The effective tax rate decreased to 43.0% for the year ended December 31, 2024, primarily due to a decrease in income taxes on income outside of the United States, partially offset by an increase in the amount of the unbenefited 59 Table of Contents loss in the United States. For additional discussion about our income taxes, see Note 14.
Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K, for a full description of recent accounting pronouncements, which is incorporated herein by reference. ITEM 7A.
Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K, for a full description of recent accounting pronouncements, which is incorporated herein by reference. 65 Table of Contents ITEM 7A.
These exposures may change over time as business practices evolve and economic conditions change, including as a result of the impact on the global economy of, or governmental actions taken in response to, the Russia-Ukraine conflict or 71 Table of Contents escalating conflicts in the Middle East.
These exposures may change over time as business practices evolve and economic conditions change, including as a result of the impact on the global economy of, or governmental actions taken in response to, the Russia-Ukraine conflict or escalating conflicts in the Middle East.
If an event occurs that would cause 69 Table of Contents us to revise our estimates and assumptions used in analyzing the value of our goodwill, the revision could result in a non-cash impairment charge that could have a material impact on our financial results.
If an event occurs that would cause us to revise our estimates and assumptions used in analyzing the value of our goodwill, the revision could result in a non-cash impairment charge that could have a material impact on our financial results.
Other revenue decreased slightly as a percentage of total revenue for the year ended December 31, 2024 compared to the year ended December 31, 2023. 59 Table of Contents Cost of Revenue Year Ended December 31, 2024 2023 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Cost of revenue $ 77,159 16.6 % $ 66,369 15.7 % $ 10,790 Amortization of acquired technologies 3,520 0.8 1,839 0.4 1,681 Total cost of revenue $ 80,679 17.4 % $ 68,208 16.1 % $ 12,471 Total cost of revenue increased $12.5 million, or 18.3%, in the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to an increase in public cloud infrastructure and hosting fees and royalties related to our subscription products of $7.0 million, an increase in depreciation of servers and amortization of capitalized internal-use software costs of $3.0 million, an increase in amortization of intangible assets acquired in connection with business combinations of $1.7 million, an increase in personnel costs driven by headcount and salary increases of $0.4 million, which includes an increase in stock-based compensation expense of $0.2 million, an increase in contract services costs of $0.3 million, and an increase in allocated facilities and IT costs of $0.1 million.
Cost of Revenue Year Ended December 31, 2024 2023 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Cost of revenue $ 77,159 16.6 % $ 66,369 15.7 % $ 10,790 Amortization of acquired technologies 3,520 0.8 1,839 0.4 1,681 Total cost of revenue $ 80,679 17.4 % $ 68,208 16.1 % $ 12,471 Total cost of revenue increased $12.5 million, or 18.3%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to an increase in public cloud infrastructure and hosting fees and royalties related to our subscription products of $7.0 million, an increase in depreciation of servers and amortization of capitalized internal-use software costs of $3.0 million, an increase in amortization of intangible assets acquired in connection with business combinations of $1.7 million, an increase in personnel costs driven by headcount and salary increases of $0.4 million, which includes an increase in stock-based compensation expense of $0.2 million, an increase in contract services costs of $0.3 million, and an increase in allocated facilities and IT costs of $0.1 million.
The factors used to assess the likelihood of realization include our latest forecast of future taxable income, available tax planning strategies that could be implemented, reversal of taxable temporary differences and carryback potential to 70 Table of Contents realize the net deferred tax assets.
The factors used to assess the likelihood of realization include our latest forecast of future taxable income, available tax planning strategies that could be implemented, reversal of taxable temporary differences and carryback potential to realize the net deferred tax assets.
Sales and marketing expenses increased $0.9 million, or 0.7%, primarily due to an increase in personnel costs driven by headcount and salary increases of $7.4 million, which includes an increase in stock-based compensation expense of $0.3 million, an increase in travel and event-related costs of $1.7 million, an increase in allocated facilities and IT costs of $0.3 million, an increase in restructuring and other costs of $0.3 million, and an increase in transaction related costs of $0.2 million, partially offset by an increase in commissions related to long-term committed contracts that were capitalized from sales and marketing expenses to the Consolidated Balance Sheets of $7.4 million, which is net of the recognition of $0.4 million of amortization expense for capitalized commissions, and a decrease in advertising expense of $1.6 million.
Sales and marketing expenses increased $0.9 million, or 0.7%, primarily due to an increase in personnel costs driven by headcount and salary increases of $7.4 million, which includes an increase in stock-based compensation expense of $0.3 million, an increase in travel and event-related costs of $1.7 million, an increase in allocated facilities and IT costs of $0.3 million, an increase in restructuring and other costs of $0.3 million, and an increase in transaction related costs of $0.2 million, partially offset by an increase in commissions related to long-term committed contracts of $7.4 million, which is net of the recognition of $0.4 million of amortization expense for capitalized commissions, and a decrease in advertising expense of $1.6 million.
Our annual dollar-based net revenue retention rate for our subscription products was approximately 103% and 110% for the years ended December 31, 2024 and 2023, respectively.
Our annual dollar-based net revenue retention rate for our subscription products was approximately 103% for the years ended December 31, 2025 and 2024, respectively.
We hold cash and cash equivalents for working capital purposes. Our investments are made for capital preservation purposes, and we do not enter into investments for trading or speculative purposes. We had total borrowings under the Credit Agreement, net of debt issuance costs, of $333.1 million and $335.0 million as of December 31, 2024 and 2023, respectively.
We hold cash and cash equivalents for working capital purposes. Our investments are made for capital preservation purposes, and we do not enter into investments for trading or speculative purposes. We had total borrowings under the Credit Agreement, net of debt issuance costs, of $393.9 million and $333.1 million as of December 31, 2025 and 2024, respectively.
The Credit Agreement provides for $410.0 million of first lien secured credit facilities (the “Credit Facilities”), consisting of a $60.0 million revolving credit facility (the “Revolving Facility”), and a $350.0 million term loan facility (the “Term Loan”).
The Credit Agreement provides for $460.0 million of first lien secured credit facilities (the “Credit Facilities”), consisting of a $60.0 million revolving credit facility (the “Revolving Facility”), and a $400.0 million term loan facility (the “Term Loan”).
Our total commitment under this agreement is $39.0 million, with royalty fees of $24.4 million payable over the next 1.7 years as of December 31, 2024. See Note 6. Leases in the Notes to Consolidated Financial Statements for further details regarding our operating leases.
Our total commitment under this agreement is $39.0 million, with royalty fees of $10.0 million payable over the next 0.7 years as of December 31, 2025. See Note 6. Leases in the Notes to Consolidated Financial Statements for further details regarding our operating leases.
We recognize revenue when we transfer promised goods or services in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services.
We recognize revenue when we transfer promised goods or services in amounts that reflect the consideration to which the entity expects to be entitled 64 Table of Contents in exchange for those goods or services.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk We had cash and cash equivalents of $85.2 million and $153.0 million as of December 31, 2024 and 2023, respectively. Our cash and cash equivalents consist of bank demand deposits and money market funds and do not have material exposure to market risk.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk We had cash and cash equivalents of $111.8 million and $85.2 million as of December 31, 2025 and 2024, respectively. Our cash and cash equivalents consist of bank demand deposits and money market funds and do not have material exposure to market risk.
Other revenue decreased $2.6 million, or 26.7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a decrease in maintenance and professional services revenue.
Other revenue decreased $2.6 million, or 26.7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a decrease in maintenance and professional services revenue. Other revenue decreased slightly as a percentage of total revenue for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Revenue from the United Kingdom was approximately 10.2% and 10.3% of total revenue for the years ended December 31, 2023 and 2022, respectively. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods. Subscription Revenue.
Revenue from the United Kingdom was approximately 10.5% and 10.2% of total revenue for the years ended December 31, 2024 and 2023, respectively. Other than the United States and the United Kingdom, no single country accounted for 10% or more of our total revenue during these periods. 57 Table of Contents Subscription Revenue.
We define non-GAAP operating margin as non-GAAP operating income divided by total revenue. Management believes these measures are useful for the following reasons: • Stock-Based Compensation Expense and Related Employer-Paid Payroll Taxes. We provide non-GAAP information that excludes expenses related to stock-based compensation and related employer-paid payroll taxes associated with our employees’ participation in N-able's stock-based incentive compensation plans.
Management believes these measures are useful for the following reasons: • Stock-Based Compensation Expense and Related Employer-Paid Payroll Taxes. We provide non-GAAP information that excludes expenses related to stock-based compensation and related employer-paid payroll taxes associated with our employees’ participation in N-able's stock-based incentive compensation plans.
In addition to committed payments related to the Credit Agreement, we are also committed to purchase obligations of $119.1 million through the fiscal year ended December 31, 2028 and remaining operating lease liabilities of $36.1 million through the fiscal year ended December 31, 2032.
In addition to committed payments related to the Credit Agreement, we are also committed to purchase obligations of $243.2 million through the fiscal year ended December 31, 2029, and remaining operating lease liabilities of $36.5 million through the fiscal year ended December 31, 2032.
Non-GAAP Operating Income and Non-GAAP Operating Margin We provide non-GAAP operating income and related non-GAAP operating margins excluding such items as stock-based compensation expense and related employer-paid payroll taxes, amortization of acquired intangible assets, transaction related 64 Table of Contents costs, spin-off costs and restructuring costs and other.
Non-GAAP Operating Income and Non-GAAP Operating Margin We provide non-GAAP operating income and related non-GAAP operating margins excluding such items as stock-based compensation expense and related employer-paid payroll taxes, amortization of acquired intangible assets, transaction related costs, spin-off costs and restructuring costs and other. We define non-GAAP operating margin as non-GAAP operating income divided by total revenue.
In addition to our total borrowings, we are also committed to cash interest payments of approximately $90.1 million over the term of the Credit Agreement, based upon an interest rate as of December 31, 2024 of 7.53%. See Note 9. Debt in the Notes to Consolidated Financial Statements for further details regarding the Credit Agreement.
In addition to our total borrowings, we are also committed to cash interest payments of approximately $178.4 million over the term of the Credit Agreement, based upon an interest rate as of December 31, 2025 of 6.59%. See Note 9. Debt in the Notes to Consolidated Financial Statements for further details regarding the Credit Agreement.
Under the Credit Agreement, borrowings denominated in Euros under the Revolving Facility bear interest at a floating rate of an Adjusted Euro Interbank Offered Rate (“EURIBOR”) rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 3.00%.
Borrowings denominated in Euros under the Revolving Facility bear interest at a floating rate of an Adjusted Euro Interbank Offered Rate (“EURIBOR”) rate (subject to a “floor” of 0.0%) for a specified interest period plus the applicable margins described above.
The net cash outflow of $21.5 million and net cash inflow of $2.1 million resulting from the changes in our operating assets and liabilities for the years ended December 31, 2024 and 2023, respectively, excluding the changes noted above, was primarily due to the timing of sales, cash payments and receipts.
The net cash outflows of $2.2 million and $21.0 million resulting from the changes in our operating assets and liabilities for the years ended December 31, 2025 and 2024, respectively, excluding the changes noted above, were primarily due to the timing of sales, cash payments and receipts.
Other Income, Net Year Ended December 31, 2023 2022 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Other income, net $ 4,259 1.0 % $ 1,881 0.5 % $ 2,378 Other income, net increased by $2.4 million, or 126.4%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to an increase in dividend income from our money market fund financial assets of $3.1 million, partially offset by an increase in the impact of changes in foreign currency exchange rates of $0.7 million related to various accounts for the period.
Other Income, Net Year Ended December 31, 2025 2024 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Other income, net $ 1,599 0.3 % $ 1,931 0.4 % $ (332) Other income, net decreased by $0.3 million, or 17.2%, in the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to a decrease in dividend income from our money market fund financial assets of $3.3 million, partially offset by an increase in the impact of changes in foreign currency exchange rates of $2.5 million related to various accounts for the period.
We base revenue by geography on the billing address of each customer. Based on customer location, revenue from the United States was approximately 48.8% and 48.7% of total revenue for the years ended December 31, 2023 and 2022, respectively.
We base revenue by geography on the billing address of each customer. Based on customer location, revenue from the United States was approximately 49.6% and 48.2% of total revenue for the years ended December 31, 2025 and 2024, respectively.
As our sales and operating cash flows are primarily generated by international entities in the United Kingdom and Canada, our international subsidiaries held approximately $79.3 million of cash and cash equivalents, of which 69.6%, 19.1% and 3.3% were held in United States Dollars, Euros, and British Pound Sterling, respectively.
As our sales and operating cash flows are primarily generated by international entities in the United Kingdom and Canada, our international subsidiaries held approximately $101.0 million of cash and cash equivalents, of which 74.0%, 15.8% and 4.6% were held in United States Dollars, Euros, and British Pound Sterling, respectively.
Adjusted EBITDA is not a presentation made in accordance with GAAP and the use of the term varies from others in our industry. 66 Table of Contents Year Ended December 31, 2024 2023 2022 (in thousands, except margin data) Net income $ 30,958 $ 23,412 $ 16,707 Amortization 9,769 6,396 11,191 Depreciation 15,956 15,227 13,249 Income tax expense 23,312 20,914 13,718 Interest expense, net 30,031 30,252 18,852 Unrealized foreign currency losses (gains) 2,702 358 (1,246) Transaction related costs 4,146 (1,096) 289 Spin-off costs 51 735 1,616 Stock-based compensation expense and related employer-paid payroll taxes 47,741 45,093 37,658 Restructuring costs and other 4,761 2,113 2,662 Adjusted EBITDA $ 169,427 $ 143,404 $ 114,696 Adjusted EBITDA margin 36.3 % 34.0 % 30.9 % Liquidity and Capital Resources Cash and cash equivalents were $85.2 million as of December 31, 2024.
Adjusted EBITDA is not a presentation made in accordance with GAAP and the use of the term varies from others in our industry. 61 Table of Contents Year Ended December 31, 2025 2024 2023 (in thousands, except margin data) Net (loss) income $ (17,032) $ 30,958 $ 23,412 Amortization 25,699 9,769 6,396 Depreciation 18,358 15,956 15,227 Income tax expense 19,423 23,312 20,914 Interest expense, net 35,997 30,031 30,252 Unrealized foreign currency losses 1,565 2,702 358 Transaction related costs 18,207 4,146 (1,096) Spin-off costs — 51 735 Stock-based compensation expense and related employer-paid payroll taxes 48,355 47,741 45,093 Restructuring costs and other 2,668 4,761 2,113 Adjusted EBITDA $ 153,240 $ 169,427 $ 143,404 Adjusted EBITDA margin 30.0 % 36.3 % 34.0 % Liquidity and Capital Resources Cash and cash equivalents were $111.8 million as of December 31, 2025.
See Note 3. Acquisitions , Note 7. Fair Value Measurements , and Note 15. Commitments and Contingencies in the Notes to Consolidated Financial Statements for additional information regarding the acquisition of Spinpanel. Amortization of Acquired Intangibles.
See Note 3. Acquisitions , Note 7. Fair Value Measurements , and Note 15. Commitments and Contingencies in the Notes to Consolidated Financial Statements for additional information regarding the acquisitions of Spinpanel and Adlumin. Amortization of Acquired Intangibles. Amortization of acquired intangibles increased $1.7 million, or 618.0%, related to the November 20, 2024 acquisition of Adlumin.
Investing Activities Investing cash flows consist of cash used for acquisitions, net of cash acquired, capital expenditures and intangible assets. Our capital expenditures principally relate to purchases of servers for cloud infrastructure primarily to support our data protection solutions, as well as leasehold improvements, computers and equipment to support our domestic and international office locations.
Our capital expenditures principally relate to purchases of servers for cloud infrastructure primarily to support our data protection solutions, as well as leasehold improvements, computers and equipment to support our domestic and international office locations. Purchases of intangible assets consist of capitalized research and development costs.
If there was a hypothetical 100 basis point increase in interest rates, the annual impact to interest expense would be approximately $3.4 million as of December 31, 2024 and 2023, respectively.
As of December 31, 2025 and 2024, the annual weighted-average interest rate on borrowings was 6.59% and 7.53%, respectively. If there was a hypothetical 100 basis point increase in interest rates, the annual impact to interest expense would be approximately $4.0 million and $3.4 million as of December 31, 2025 and 2024, respectively.
Summary of Cash Flows Summarized cash flow information is as follows: Year Ended December 31, 2024 2023 (in thousands) Net cash provided by operating activities $ 79,437 $ 90,089 Net cash used in investing activities (122,421) (22,336) Net cash used in financing activities (22,595) (15,173) Effect of exchange rate changes on cash and cash equivalents (2,273) 1,621 Net (decrease) increase in cash and cash equivalents $ (67,852) $ 54,201 Operating Activities Our primary source of cash from operating activities is cash collections from our customers.
Summary of Cash Flows Summarized cash flow information is as follows: Year Ended December 31, 2025 2024 (in thousands) Net cash provided by operating activities $ 93,202 $ 79,437 Net cash used in investing activities (28,958) (122,421) Net cash used in financing activities (40,625) (22,595) Effect of exchange rate changes on cash and cash equivalents 3,022 (2,273) Net increase (decrease) in cash and cash equivalents $ 26,641 $ (67,852) Operating Activities Our primary source of cash from operating activities is cash collections from our customers.
We had total borrowings of $333.1 million and $335.0 million as of December 31, 2024 and 2023, respectively, net of debt issuance costs of $5.5 million and $7.1 million, respectively.
We had total borrowings of $393.9 million and $333.1 million as of December 31, 2025 and 2024, respectively, net of debt issuance costs of $6.1 million and $5.5 million, respectively.
Research and development expenses increased $14.7 million, or 23.1%, primarily due to an increase in personnel costs driven by headcount and salary increases of $14.6 million, which includes an increase in stock-based compensation expense of $1.8 million, an increase in contract services costs of $1.1 million, an increase in subscription costs of $0.8 million, and an increase in allocated facilities and IT costs of $0.4 million, partially offset by an increase in capitalized internal-use software costs of $2.3 million and a decrease in restructuring costs of $0.1 million.
Research and development expenses increased $10.0 million, or 11.0%, primarily due to an increase in personnel costs driven by headcount and salary increases of $12.1 million, which includes an increase in stock-based compensation expense of $1.0 million, an increase in contract services costs of $1.9 million, and an increase in subscription costs of $1.4 million, partially offset by an increase in capitalized internal-use software costs of $5.2 million.
Sales and marketing expenses increased $9.4 million, or 7.5%, primarily due to an increase in personnel costs driven by headcount and salary increases of $8.0 million, which includes an increase in stock-based compensation expense of $2.0 million, an increase in marketing program costs of $1.4 million, and an increase in subscription costs of $0.8 million, partially offset by a decrease in contract services costs of $0.3 million, a decrease in restructuring costs of $0.2 million, and a decrease in allocated facilities and IT costs of $0.1 million.
Sales and marketing expenses increased $27.6 million, or 20.3%, primarily due to an increase in personnel costs driven by headcount and salary increases of $19.7 million, which includes an increase in the amortization of capitalized commissions of $1.5 million and an increase in stock-based compensation expense of $1.4 million, an increase in transaction related costs of $3.3 million, an increase in travel and event-related costs of $3.2 million, and an increase in subscription costs of $1.9 million, partially offset by a decrease in contract services costs of $1.0 million.
Qualitative factors include industry and market considerations, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers and other relevant events and circumstances affecting the reporting unit. On October 1, 2024, we performed the annual qualitative assessment for our reporting unit.
Qualitative factors include industry and market considerations, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers and other relevant events and circumstances affecting the reporting unit. We may also elect to bypass the qualitative assessment and perform a quantitative assessment. In October 2025, we performed a quantitative assessment for our single reporting unit.
Fair value determination of our reporting unit requires considerable judgment and is sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the qualitative goodwill impairment test will prove to be an accurate prediction of future results.
As a result, there can be no assurance that the estimates and assumptions made for purposes of the qualitative goodwill impairment test will prove to be an accurate prediction of future results.
Our Consolidated Statements of Operations and Balance Sheets accounts are also impacted by the re-measurement of non-functional currency transactions such as cash accounts held by our overseas subsidiaries, accounts receivable denominated in foreign currencies, deferred revenue and accounts payable denominated in foreign currencies.
Our Consolidated Statements of Operations and Balance Sheets accounts are also impacted by the re-measurement of non-functional currency transactions such as cash accounts held by our overseas subsidiaries, accounts receivable denominated in foreign currencies, deferred revenue and accounts payable denominated in foreign currencies. 66 Table of Contents Foreign Currency Transaction Risk Our foreign currency exposures typically arise from selling monthly, annual, and multi-year subscriptions in multiple currencies, accounts receivable, and other intercompany transactions.
Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. Goodwill Our goodwill was derived from the take private transaction of SolarWinds in February 2016 and subsequent business combinations, where the purchase price exceeded the fair value of the net identifiable assets acquired.
Goodwill Our goodwill was derived from the take private transaction of SolarWinds in February 2016 and subsequent business combinations, where the purchase price exceeded the fair value of the net identifiable assets acquired.
Our subscription revenue increased slightly as a percentage of our total revenue for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Other revenue decreased slightly as a percentage of total revenue for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Net cash used in investing activities increased for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to an increase in acquisitions, net of cash acquired and an increase in capital expenditures, partially offset by a decrease in capitalized research and development costs.
Net cash used in investing activities decreased for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to a decrease in acquisitions, net of cash acquired and an increase in the return of deposits in escrow related to the November 20, 2024 acquisition of Adlumin, partially offset by an increase in capitalized research and development costs related to internal-use software and an increase in capital expenditures to support our domestic and international office locations.
Therefore, although we may incur these types of expenses in the future, we believe that eliminating these costs for purposes of calculating the non-GAAP financial measures facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance. 65 Table of Contents Year Ended December 31, 2024 2023 2022 (in thousands, except margin data) GAAP operating income $ 82,370 $ 70,319 $ 47,396 Stock-based compensation expense and related employer-paid payroll taxes 47,741 45,093 37,658 Amortization of acquired technologies 3,520 1,839 2,477 Amortization of acquired intangibles 278 597 5,854 Transaction related costs 4,146 (1,096) 289 Spin-off costs 51 735 1,616 Restructuring costs and other 4,761 2,113 2,662 Non-GAAP operating income $ 142,867 $ 119,600 $ 97,952 GAAP operating margin 17.7 % 16.7 % 12.7 % Non-GAAP operating margin 30.6 % 28.3 % 26.3 % Adjusted EBITDA and Adjusted EBITDA Margin We regularly monitor adjusted EBITDA and adjusted EBITDA margin, as they are measures we use to assess our operating performance.
Year Ended December 31, 2025 2024 2023 (in thousands, except margin data) GAAP operating income $ 36,789 $ 82,370 $ 70,319 Stock-based compensation expense and related employer-paid payroll taxes 48,355 47,741 45,093 Amortization of acquired technologies 16,874 3,520 1,839 Amortization of acquired intangibles 1,996 278 597 Transaction related costs 18,207 4,146 (1,096) Spin-off costs — 51 735 Restructuring costs and other 2,668 4,761 2,113 Non-GAAP operating income $ 124,889 $ 142,867 $ 119,600 GAAP operating margin 7.2 % 17.7 % 16.7 % Non-GAAP operating margin 24.4 % 30.6 % 28.3 % Adjusted EBITDA and Adjusted EBITDA Margin We regularly monitor adjusted EBITDA and adjusted EBITDA margin, as they are measures we use to assess our operating performance.
As of December 31, 2024, we recorded a valuation allowance of $7.4 million in the U.S. and $0.4 million outside the U.S., respectively. As of December 31, 2023, we recorded a valuation allowance of $4.9 million in the U.S.
During the year ended December 31, 2025, we recorded a valuation allowance of $5.8 million in the U.S. and $0.5 million outside the U.S. During the year ended December 31, 2024, we recorded a valuation allowance of $2.4 million in the U.S. and $0.5 million outside the U.S.
Changes in interest rates have had and could continue to have an adverse impact on our financial results and cash flows since outstanding borrowings under the Credit Agreement bear interest at variable rates. See Note 13. Relationship with Parent and Related Entities and Note 9.
Outstanding borrowings under the Credit Agreement bear interest at variable rates, and therefore changes in interest rates will have an impact on our financial results and cash flows. See Note 9. Debt in the Notes to Consolidated Financial Statements for additional information regarding the Credit Agreement.
Subscription revenue increased $49.5 million, or 13.6%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase in subscription revenue was primarily driven by growth in sales of our data protection, security, and unified endpoint management solutions.
Subscription revenue increased $47.3 million, or 10.3%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase in subscription revenue was primarily driven by growth in sales of our data protection, security and UEM solutions, inclusive of the impact from long-term committed contracts.
Other revenue increased $0.6 million, or 7.1%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to an increase in professional services revenue.
Other revenue decreased $2.0 million, or 27.9%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to a decrease in maintenance revenue of $2.6 million, partially offset by an increase in professional services revenue of $0.6 million.
Under the Credit Agreement, borrowings denominated in U.S. dollars under the Revolving Facility bore interest at a floating rate of an Adjusted LIBOR rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 3.00%, until the LIBOR-based rate was replaced pursuant to an amendment to the Credit Agreement, effective August 31, 2023.
Under the Credit Agreement, borrowings denominated in U.S. dollars under the Revolving Facility bear interest at a floating rate of an Adjusted SOFR rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 2.50%, subject to an increase to 2.75% if our first lien net leverage ratio exceeds 2.50 to 1.00.
General and administrative expenses decreased $1.2 million, or 1.7%, primarily due a decrease in contract services costs of $1.5 million, gains on contingent consideration related to the July 1, 2022 acquisition of Spinpanel of $1.4 million, a decrease in costs associated with our separation from SolarWinds of $1.0 million, a decrease in director and officer liability insurance costs of $0.9 million, and a decrease in rent expense of $0.5 million, partially offset by an increase in personnel costs driven by headcount and salary increases of $3.3 million, which includes an increase in stock-based compensation expense of $1.8 million, and an increase in bad debt expense of $0.8 million.
General and administrative expenses increased $15.2 million, or 19.9%, primarily due to a net increase in transaction related costs of $10.2 million, an increase in bad debt expense of $3.0 million, an increase in contract services costs of $1.6 million, an increase in professional fees of $1.1 million, an increase in personnel costs driven by headcount and salary increases of $0.9 million, which is net of a decrease in stock-based compensation expense of $1.2 million, and an increase in property, penalty, and franchise taxes of $0.8 million, partially offset by a decrease in restructuring and other costs of $2.2 million.
Cost of Revenue Year Ended December 31, 2023 2022 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Cost of revenue $ 66,369 15.7 % $ 56,133 15.1 % $ 10,236 Amortization of acquired technologies 1,839 0.4 2,477 0.7 (638) Total cost of revenue $ 68,208 16.1 % $ 58,610 15.8 % $ 9,598 Total cost of revenue increased $9.6 million, or 16.4%, in the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to an increase in public cloud infrastructure and hosting fees and royalties related to our subscription products of $6.5 million, an increase in personnel costs driven by headcount and salary increases of $0.9 million, which includes an increase in stock-based compensation expense of $0.2 million, and an increase in depreciation of servers and amortization of capitalized internal-use software costs of $3.1 million, partially offset by a decrease in amortization of intangible assets acquired in connection with the take private transaction of SolarWinds in early 2016 and subsequent business combinations of $0.7 million and a decrease in allocated facilities and IT costs of $0.3 million.
Cost of Revenue Year Ended December 31, 2025 2024 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Cost of revenue $ 100,180 19.6 % $ 77,159 16.6 % $ 23,021 Amortization of acquired technologies 16,874 3.3 3,520 0.8 13,354 Total cost of revenue $ 117,054 22.9 % $ 80,679 17.4 % $ 36,375 Total cost of revenue increased $36.4 million, or 45.1%, in the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in public cloud infrastructure and hosting fees and royalties related to our subscription products of $14.4 million, an increase in amortization of acquired technologies of $13.4 million, related to the November 20, 2024 acquisition of Adlumin, an increase in personnel costs driven by headcount and salary increases of $3.7 million, which includes an increase in stock-based compensation expense of $0.1 million, an increase in depreciation of servers 55 Table of Contents and amortization of capitalized internal-use software costs of $3.5 million, and an increase in contract services costs of $1.0 million.
Under the Credit Agreement, borrowings under the Term Loan bore interest at a floating rate of an Adjusted LIBOR rate (subject to a “floor” of 0.5%) for a specified interest period plus an applicable margin of 3.00%, until the LIBOR-based rate was replaced pursuant to the amendment.
Under the Credit Agreement, borrowings under the Term Loan bear interest at a floating rate of an Adjusted SOFR rate (subject to a “floor” of 0.0%) for a specified interest period plus an applicable margin of 2.75%, subject to a reduction to 2.50% if our first lien net leverage ratio is equal to our lower than 1.65 to 1.00.
Income Tax Expense Year Ended December 31, 2023 2022 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Income before income taxes $ 44,326 10.5 % $ 30,425 8.2 % $ 13,901 Income tax expense 20,914 5.0 13,718 3.7 7,196 Effective tax rate 47.2 % 45.1 % 2.1 % Our income tax expense for the year ended December 31, 2023 increased by $7.2 million as compared to the year ended December 31, 2022.
Income Tax Expense Year Ended December 31, 2025 2024 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Income before income taxes $ 2,391 0.5 % $ 54,270 11.6 % $ (51,879) Income tax expense 19,423 3.8 23,312 5.0 (3,889) Effective tax rate 812.3 % 43.0 % 769.3 % Our income tax expense for the year ended December 31, 2025 decreased by $3.9 million as compared to the year ended December 31, 2024.
Our annual dollar-based net revenue retention rate for our subscription products was approximately 110% and 103% for the years ended December 31, 2023 and 2022, respectively, and was driven primarily by strong customer retention and expansion in our MSP products, in addition to favorable movements in foreign currency exchange rates. Other Revenue .
Subscription revenue increased slightly as a percentage of total revenue for the year ended December 31, 2024 compared to the year ended December 31, 2023. Our annual dollar-based net revenue retention rate for our subscription products was approximately 103% and 110% for the years ended December 31, 2024 and 2023, respectively.
Our effective tax rate will be affected by many factors including changes in tax laws, regulations or rates, new interpretations of existing laws or regulations, valuation allowance, uncertain tax positions, stock-based compensation, permanent nondeductible book and tax differences, shifts in the allocation of income earned throughout the world and changes in overall levels of income before tax.
Our effective tax rate will be affected by many factors including changes in tax laws, regulations or rates, new interpretations of existing laws or regulations, valuation allowance, uncertain tax positions, stock-based compensation, permanent nondeductible book and tax differences, shifts in the allocation of income earned throughout the world and changes in overall levels of income before tax. 54 Table of Contents Comparison of the Years Ended December 31, 2025 and 2024 Revenue Year Ended December 31, 2025 2024 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Subscription revenue $ 506,249 99.0 % $ 458,961 98.5 % $ 47,288 Other revenue 5,181 1.0 7,186 1.5 (2,005) Total subscription and other revenue $ 511,430 100.0 % $ 466,147 100.0 % $ 45,283 Total revenue increased $45.3 million, or 9.7%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Interest Expense, Net Year Ended December 31, 2023 2022 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Interest expense, net $ (30,252) (7.2) % $ (18,852) (5.1) % $ (11,400) 63 Table of Contents Interest expense, net decreased by $(11.4) million, or 60.5%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to the impact of increased interest rates on borrowings under the Credit Agreement.
Interest Expense, Net Year Ended December 31, 2025 2024 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Interest expense, net $ (35,997) (7.0) % $ (30,031) (6.4) % $ (5,966) 56 Table of Contents Interest expense, net increased by $6.0 million, or 19.9%, in the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to an increase in expense of $5.4 million related to the Adlumin deferred consideration liability and an increase in expense of $3.3 million related to one-time fees incurred in connection with entering into Amendment No. 2 to the Credit Agreement on November 26, 2025, partially offset by a decrease in interest expense of $2.5 million due to the impact of decreased interest rates and lower average outstanding borrowings under the Credit Agreement.
The effective tax rate increased to 47.2% for the year ended December 31, 2023, primarily due to changes in the UK statutory tax rate, changes in income before income taxes by jurisdiction, the valuation allowance recognized on the deferred tax assets in the U.S. and non-deductible stock-based compensation. For additional discussion about our income taxes, see Note 14.
The effective tax rate increased to 812.3% for the year ended December 31, 2025 primarily due to an increase in the amount of the unbenefited loss in the United States, partially offset by a decrease in income taxes on income outside of the United States. For additional discussion about our income taxes, see Note 14.
Removed
Income Taxes in the Notes to Consolidated Financial Statements . 61 Table of Contents Comparison of the Years Ended December 31, 2023 and 2022 Revenue Year Ended December 31, 2023 2022 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Subscription Revenue $ 412,072 97.7 % $ 362,609 97.5 % $ 49,463 Other revenue 9,808 2.3 9,160 2.5 648 Total subscription and other revenue $ 421,880 100.0 % $ 371,769 100.0 % $ 50,111 Total revenue increased $50.1 million, or 13.5%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Added
Operating Expenses Year Ended December 31, 2025 2024 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Sales and marketing $ 163,163 31.9 % $ 135,592 29.1 % $ 27,571 Research and development 100,713 19.7 90,714 19.5 9,999 General and administrative 91,715 17.9 76,514 16.4 15,201 Amortization of acquired intangibles 1,996 0.4 278 0.1 1,718 Total operating expenses $ 357,587 69.9 % $ 303,098 65.1 % $ 54,489 Sales and Marketing.
Removed
Amortization related to the take private transaction of SolarWinds concluded during the three months ended March 31, 2023. 62 Table of Contents Operating Expenses Year Ended December 31, 2023 2022 Amount Percentage of Revenue Amount Percentage of Revenue Change (in thousands, except percentages) Sales and marketing $ 134,691 31.9 % $ 125,301 33.7 % $ 9,390 Research and development 78,180 18.5 63,484 17.1 14,696 General and administrative 69,885 16.6 71,125 19.1 (1,240) Amortization of acquired intangibles 597 0.1 5,853 1.6 (5,256) Total operating expenses $ 283,353 67.1 % $ 265,763 71.5 % $ 17,590 Sales and Marketing.
Added
Income Taxes in the Notes to Consolidated Financial Statements .
Removed
We expect to continue to grow our sales and marketing organization over time to drive new customer adds, retain and expand with existing customers and pursue initiatives designed to help our customers succeed and grow. Research and Development.
Added
The reduction in the dollar-based net revenue retention rate reflects the pressure from our pricing and packaging changes, coupled with rationalization related to our Long-Term Contract Initiative, which began materially impacting net revenue retention during the three months ended June 30, 2024. Other Revenue .
Removed
We expect to continue to grow our research and development organization over time and also to incur additional expenses associated with bringing new product offerings to market and our enhancements of security, monitoring and authentication of our solutions. General and Administrative .
Added
Therefore, although we may incur these types of expenses in the future, we believe that eliminating these costs for purposes of calculating the non-GAAP financial measures facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
Removed
Amortization of acquired intangibles decreased $5.3 million, or 89.8%, primarily due to the conclusion of amortization of intangible assets acquired in connection with the take private transaction of SolarWinds in early 2016 during the three months ended March 31, 2023.
Added
We subsequently entered into Amendment No. 1 to the Credit Agreement on June 26, 2023, and Amendment No. 2 to the Credit Agreement on November 26, 2025.
Removed
Debt in the Notes to Consolidated Financial Statements for additional information regarding our related party debt and Credit Agreement, respectively.

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