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D2L Inc. Announces First Quarter 2027 Financial Results

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Subscription and support revenue grew 10% year-over-year to US$52.7 millionAnnual Recurring Revenue1 reached US$225.2 million at quarter end, up 9% over the prior yearTotal revenue increased 8% year-over-year to US$57.1 millionAdjusted EBITDA2 was US$8.3 million, versus US$9.3 million in the prior yearAnnounces Substantial Issuer Bid of up to CAD $20.0 million

TORONTO, June 9, 2026 /CNW/ – D2L Inc. (TSX: DTOL) (“D2L” or the “Company”), a leading global learning technology company, today announced financial results for its Fiscal 2027 first quarter ended April 30, 2026. All amounts are in U.S. dollars and all figures are prepared in accordance with International Financial Reporting Standards (“IFRS”) unless otherwise indicated.

“We are off to a good start this year, with strong execution in new bookings across our core growth markets and a healthy pipeline to support the year ahead,” said John Baker, Founder and CEO of D2L. “This outcome reflects the reflects the continued performance of our core business and stronger competitive positioning in the market. Further, we are building meaningful momentum in the deployment of responsible AI, as evidenced by accelerating growth in D2L Lumi ARR and increasing adoption as organizations embrace our AI-first approach to enhance learning outcomes and drive operational efficiency. Our continued investment in the platform is reinforcing D2L’s leadership position and supports our ability to win more and expand customer relationships. As organizations invest in the next generation of learning technology, D2L is well positioned as a trusted, long-term partner.”

First Quarter Fiscal 2027 Financial Highlights

Subscription and support revenue was $52.7 million, an increase of 10% over the same period of the prior year, reflecting growth from new customers, coupled with expansion from existing customers, and was partially moderated by previously disclosed churn from the U.S. K-12 market.Total revenue of $57.1 million, up 8% from the same period in the prior year.Annual Recurring Revenue1 (“ARR”) as at April 30, 2026 increased by 9% year-over-year, from $206.2 million to $225.2 million, and Constant Currency Annual Recurring Revenue1 increased 8% to $221.9 million. Excluding the K-12 market, ARR increased by approximately 13.2% over the same period of the prior year and Constant Currency ARR grew by 11.4% over the same period of the prior year.Adjusted Gross Profit2 increased by 7% to $40.4 million (70.7% Adjusted Gross Margin2) from $37.7 million (71.3% Adjusted Gross Margin) in the same period of the prior year. Adjusted Gross Margin was negatively impacted by the previously disclosed migration of a database technology, which did not affect the comparable period in Fiscal 2026.Adjusted EBITDA2 of $8.3 million (14.5% Adjusted EBITDA Margin2), compared with $9.3 million (17.6% Adjusted EBITDA Margin) in the same period of the prior year and income for the period was $1.7 million, versus income of $3.3 million for the comparative period of the prior year. The period-over-period decreases are largely explained by the database technology migration.Cash flows used in operating activities were $16.8 million, compared with $1.9 million for the same period in the prior year, and Free Cash Flow2 was negative $16.9 million, compared to Free Cash Flow of negative $1.8 million in the same period in the prior year. The year-over-year increase in cash used was primarily attributable to working capital movements, including higher payments to vendors and lower collections from customers in the current period following strong collections in the fourth quarter ended January 31, 2026. These impacts are timing-related in nature. Cash flow from operations typically have a seasonal low in the first quarter and are expected to improve meaningfully in the second and third quarters, consistent with historical patterns.Strong balance sheet at quarter end, with cash and cash equivalents of $95.7 million and no debt. During the three months ended April 30, 2026, the Company repurchased and cancelled 444,300 (2025 – 168,800) Subordinate Voting Shares under its Normal Course Issuer Bid (“NCIB”). For the trailing 12-month period ended April 30, 2026, the Company has repurchased and cancelled 1,268,200 Subordinate Voting Shares (2025 – 438,900), representing the cancellation of 4.2% (2025 – 1.6%) of the opening Subordinate Voting shares outstanding over the past twelve months. Subsequent to quarter end, the Company announced a substantial issuer bid (“SIB”) pursuant to which the Company will offer to purchase for cancellation up to C$20.0 million of its Subordinate Voting Shares at a price of not less than C$10.50 and not more than C$11.50 per share. Additional information on the SIB is disclosed in a separate press release issued on June 9, 2026.

1 Refer to “Key Performance Indicators” section of this press release.

2 A non-IFRS financial measure or non-IFRS ratio.  Refer to “Non IFRS Financial Measures” section of this press release.

First Quarter Fiscal 2027 Financial Results – Selected Financial Measures
(in thousands of U.S. dollars, except for percentages)

Q1 2027

Q1 2026

Change

Change

$

$

$

%

Subscription & Support Revenue

52,723

47,735

4,988

10.4 %

Professional Services & Other Revenue

4,407

5,100

(693)

(13.6 %)

Total Revenue

57,130

52,835

4,295

8.1 %

Constant Currency Revenue1

55,682

52,835

2,847

5.4 %

Gross Profit

39,654

37,030

2,624

7.1 %

Adjusted Gross Profit1

40,366

37,667

2,699

7.2 %

Adjusted Gross Margin1

70.7 %

71.3 %

Income for the period

1,670

3,268

(1,598)

(48.9 %)

Adjusted EBITDA1

8,261

9,305

(1,044)

(11.2 %)

Cash Flows used in Operating Activities

(16,829)

(1,856)

(14,973)

(806.7 %)

Free Cash Flow1

(16,873)

(1,841)

(15,032)

(816.5 %)

1 A non-IFRS financial measure or non-IFRS ratio.  Refer to the “Non-IFRS Financial Measures and Reconciliation of Non-IFRS Financial Measures” section of this press release for more details.

First Quarter Business & Operating Highlights

D2L continued to grow its customer base in North American education, including the additions of Humber Polytechnic, Loyola University Chicago, Midwestern University, Wiley University, StraighterLine, and École Louis Legrand. D2L expanded its corporate customer base in North America by adding several new customers, including Royal Conservatory of Music, American Traffic Safety Services Association, and a leading professional body for plastic surgeons.D2L continued to grow its global customer base, adding GME Education in the Middle East, a major education provider in Mexico, and a leading trade and investment agency in APAC.D2L Brightspace was recognized by G2 as one of the Best Education Software Products and D2L was named among the Best Canadian Software Companies for 2026. D2L Lumi was recognized as an Award-Winning Education Product in the 2026 Artificial Intelligence Excellence Awards presented by Business Intelligence Group.D2L was named one of Canada’s Best Diversity Employers for 2026 by Mediacorp Canada. Together with WCET and Opened Culture, D2L released AI Literacies in Practice: A Comprehensive Playbook for Higher Education to help institutions develop AI literacies.

Financial Outlook

The Company is maintaining its previous financial guidance for the year ended January 31, 2027 as follows:

Subscription and support revenue in the range of $212 million to $214 million, implying growth of 7-8% over Fiscal 2026;Total revenue in the range of $231 million to $234 million, implying growth of 6-8% over Fiscal 2026; andAdjusted EBITDA in the range of $33 million to $35 million, implying an Adjusted EBITDA margin of 15%.

For additional details on the Company’s outlook, including the principal underlying assumptions and risk factors regarding achievement, refer to the “Financial Outlook” section of the Company’s MD&A for the year ended January 31, 2026 (the “Annual MD&A”), as well as the “Forward-Looking Information” section therein and in the Company’s MD&A for the three months ended April 30, 2026 (the “Interim MD&A”).

Q1 Conference Call & Webcast

D2L management will host a conference call on Wednesday, June 10, 2026 at 8:30 am ET to discuss its first quarter Fiscal 2027 financial results.

Date:

Wednesday, June 10, 2026

Time:

8:30 am (ET)

Dial in number:

Canada: 1 (365) 657-4084

United States: 1 (833) 461-5787

Access code: 628059232

Webcast:

A live webcast will be available at ir.d2l.com/events-and-presentations/events/

The webcast will also be archived for replay.

Forward-Looking Information

This press release includes statements containing “forward-looking information” within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects”, “budget”, “scheduled”, “estimates”, “outlook”, “target”, “forecasts”, “projection”, “potential”, “prospects”, “strategy”, “intends”, “anticipates”, “seek”, “believes”, “opportunity”, “guidance”, “aim”, “goal” or variations of such words and phrases or statements that certain future conditions, actions, events or results “may”, “could”, “would”, “should”, “might”, “will”, “can”, or negative versions thereof, “be taken”, “occur”, “continue” or “be achieved”, and other similar expressions. Statements containing forward-looking information are not historical facts, but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

This forward-looking information relates to the Company’s future financial outlook and anticipated events or results and includes, but is not limited to, statements under the heading “Financial Outlook” and information regarding: the Company’s financial position, financial results, business strategy, performance, achievements, prospects, objectives, opportunities, business plans and growth strategies; expected improvements in gross margin; the Company’s budgets, operations and taxes; judgments and estimates impacting the financial statements; the markets in which the Company operates; industry trends and the Company’s competitive position; expansion of the Company’s product offerings; the anticipated impacts of future acquisitions; trends in research and development expenses, sales and marketing expenses, and general and administrative expenses, each as a percentage of revenue; planned expenditures in sales and marketing and research and development activities; the timing and pace for achieving scalability; expectations regarding the growth of the Company’s customer base, revenue, and revenue generation potential and expectations regarding costs, including as a percentage of revenue; and the Company’s equity investment in, and loan to, SkillsWave Corporation (“SkillsWave”).

Forward-looking information is based on certain assumptions, expectations and projections, and analyses made by the Company in light of management’s experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, including the following: the Company’s ability to win business from new customers and expand business from existing customers; the timing of new customer wins and expansion decisions by existing customers; the Company’s ability to generate revenue and expand its business while controlling costs and expenses; the Company’s ability to manage growth effectively; the Company’s assumptions regarding the principal competitive factors in our markets; the Company’s ability to hire and retain personnel effectively; the effects of foreign currency exchange rate fluctuations on our operations; the ability to seek out, enter into and successfully integrate acquisitions, ; business and industry trends, including the success of current and future product development initiatives; positive social development and attitudes toward the pursuit of higher education; the Company’s ability to maintain positive relationships with its customer base and strategic partners; the Company’s ability to adapt and develop solutions that keep pace with continuing changes in technology, education and customer needs, including demand for AI; the Company’s ability to predict future learning trends and technology; the ability to patent new technologies and protect intellectual property rights; the Company’s ability to comply with security, cybersecurity and accessibility laws, regulations and standards; the assumptions underlying the judgments and estimates impacting on financial statements; certain accounting matters, including the impact of changes in or the adoption of new accounting standards; the Company’s ability to retain key personnel; the factors and assumptions discussed under the “Financial Outlook” section of the Annual MD&A; and that the list of factors referenced in the following paragraph, collectively, do not have a material impact on the Company.

Although the Company believes that the assumptions underlying such forward-looking information were reasonable when made, they are inherently uncertain and are subject to significant risks and uncertainties and may prove to be incorrect. The Company cautions investors that forward-looking information is not a guarantee of the future and that actual results may differ materially from those made in or suggested by the forward-looking information contained in this press release. Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties and other factors, including but not limited to the risks identified in our Annual MD&A, including “Summary of Factors Affecting Our Performance” or in the “Risk Factors” section of the Company’s most recently filed annual information form, in each case filed under the Company’s profile on SEDAR+ at www.sedarplus.com. If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking information prove incorrect, actual results might vary materially from those anticipated in the forward-looking information.

Given these risks and uncertainties, investors are cautioned not to place undue reliance on forward-looking information, including any financial outlook. Any forward-looking information that is contained in this press release speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking information or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

About D2L Inc. (TSX: DTOL)

D2L is transforming the way the world learns, helping learners achieve more than they dreamed possible. Working closely with customers all over the world, D2L is on a mission to make learning more inspiring, engaging and human. Find out how D2L helps transform lives and delivers outstanding learning outcomes in higher education, corporate and K-12 at www.D2L.com.

 

D2L INC.
Condensed Consolidated Interim Statements of Financial Position
(In U.S. dollars)

As at April 30, 2026 and January 31, 2026
(Unaudited)

April 30, 2026

January 31, 2026

Assets

Current assets:

Cash and cash equivalents

$    95,699,241

$    119,210,190

Trade and other receivables

29,461,310

26,446,779

Uninvoiced revenue

3,153,391

3,365,404

Prepaid expenses

9,463,596

8,929,070

Deferred commissions

5,959,787

6,046,380

143,737,325

163,997,823

Non-current assets:

Other receivables

227,312

274,542

Prepaid expenses

511,635

480,900

Deferred income taxes 

14,480,657

16,447,851

Right-of-use assets

7,527,005

7,879,566

Property and equipment

6,320,549

6,712,449

Deferred commissions

7,009,682

7,111,530

Loan receivable from associate

4,821,800

4,821,800

Intangible assets

15,829,945

16,577,630

Goodwill

27,319,436

27,619,673

Total assets

$   227,785,346

$    251,923,764

Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable and accrued liabilities

$    31,174,963

$    40,057,268

Deferred revenue

96,177,276

111,638,604

Lease liabilities

1,592,050

1,641,257

128,944,289

153,337,129

Non-current liabilities:

Deferred income taxes

3,356,839

3,487,856

Lease liabilities

9,739,747

10,118,128

13,096,586

13,605,984

142,040,875

166,943,113

Shareholders’ equity:

Share capital:

360,660,505

359,412,845

Additional paid-in capital

44,981,734

49,129,311

Accumulated other comprehensive loss

(4,272,450)

(3,954,805)

Deficit

(315,625,318)

(319,606,700)

85,744,471

84,980,651

Related party transactions

Investment in associate

Subsequent event

Total liabilities and shareholders’ equity

$   227,785,346

$    251,923,764

D2L INC.
Condensed Consolidated Interim Statements of Comprehensive Income
(In U.S. dollars, except per share amounts)                                           

For the three months ended April 30, 2026 and 2025
(Unaudited)

2026

2025

Revenue:

Subscription and support

$

52,722,709

$

47,735,572

Professional services and other

4,406,906

5,099,599

57,129,615

52,835,171

Cost of revenue:

Subscription and support

13,848,832

11,840,420

Professional services and other

3,627,306

3,964,545

17,476,138

15,804,965

Gross profit

39,653,477

37,030,206

Expenses:

Sales and marketing

15,523,375

13,668,739

Research and development

13,077,156

11,459,714

General and administrative

8,046,967

8,386,362

36,647,498

33,514,815

Income from operations

3,005,979

3,515,391

Interest and other income (expense):

Interest expense

(149,871)

(220,129)

Interest income

756,914

717,052

Other income

7,106

142,789

Fair value gain on loan receivable from associate

172,270

Foreign exchange gain

120,650

1,536,516

734,799

2,348,498

Income before income taxes

3,740,778

5,863,889

Income taxes expense:

Current

312,761

571,177

Deferred

1,758,346

2,024,408

2,071,107

2,595,585

Income for the period

1,669,671

3,268,304

Other comprehensive (loss) income:

Foreign currency translation (loss) gain

(317,645)

2,760,468

Comprehensive income

$

1,352,026

$

6,028,772

Earnings per share – basic

$

0.03

$

0.06

Earnings per share – diluted

$

0.03

$

0.06

Weighted average number of common shares – basic

54,399,915

54,689,330

Weighted average number of common shares – diluted

56,467,387

56,137,363

D2L INC.
Condensed Consolidated Interim Statements of Shareholders’ Equity
(In U.S. dollars, except per share amounts)

For the three months ended April 30, 2026 and 2025
(Unaudited)

Share Capital

Additional paid-in capital

Accumulated other
comprehensive loss

Deficit

Total

Shares

Amount

Balance, January 31, 2026

54,472,285

$  359,412,845

$  49,129,311

$  (3,954,805)

$  (319,606,700)

$  84,980,651

Issuance of Subordinate Voting Shares on exercise of options

163

2,064

(2,064)

Issuance of Subordinate Voting Shares on settlement of restricted share units

475,529

4,301,869

(7,721,557)

(3,419,688)

Stock-based compensation

3,630,599

3,630,599

Reduction in excess tax benefit on stock-based compensation

(54,555)

(54,555)

Repurchase of share capital for cancellation under the NCIB

(444,300)

(3,056,273)

(3,056,273)

Change in share repurchase commitment under the ASPP

2,311,711

2,311,711

Other comprehensive loss

(317,645)

(317,645)

Income for the period

1,669,671

1,669,671

Balance, April 30, 2026

54,503,677

$  360,660,505

$  44,981,734

$  (4,272,450)

$  (315,625,318)

$  85,744,471

Balance, January 31, 2025

54,653,174

$  367,487,956

$  48,263,266

$  (7,456,599)

$  (323,548,911)

$  84,745,712

Issuance of Subordinate Voting Shares on exercise of options

13,734

120,279

(88,253)

32,026

Issuance of Subordinate Voting Shares on settlement of restricted share units

370,200

1,328,952

(5,292,603)

(3,963,651)

Stock-based compensation

3,213,041

3,213,041

Reduction in excess tax benefit on stock-based compensation

(715,104)

(715,104)

Repurchase of share capital for cancellation under the NCIB

(168,800)

(1,811,339)

(1,811,339)

Change in share repurchase commitment under the ASPP

(3,750,461)

(3,750,461)

Other comprehensive income

2,760,468

2,760,468

Income for the period

3,268,304

3,268,304

Balance, April 30, 2025

54,868,308

$  367,125,848

$  45,380,347

$  (4,696,131)

$  (324,031,068)

$  83,778,996

D2L INC.
Condensed Consolidated Interim Statements of Cash Flows
(In U.S. dollars)

For the three months ended April 30, 2026 and 2025
(Unaudited)

2026

2025

Operating activities:

Income for the period

$  1,669,671

$  3,268,304

Items not involving cash:

Depreciation of property and equipment

415,737

392,558

Depreciation of right-of-use assets

390,517

347,334

Amortization of intangible assets

559,411

557,631

Gain on disposal of property and equipment

(402)

(16,825)

Stock-based compensation

3,630,599

3,213,041

Net interest income

(607,043)

(496,923)

Income tax expense

2,071,107

2,595,585

Fair value gain on loan receivable from associate

(172,270)

Changes in operating assets and liabilities:

Trade and other receivables

(3,007,365)

3,684,970

Uninvoiced revenue

225,918

(133,791)

Prepaid expenses

(591,103)

153,112

Deferred commissions

146,956

369,573

Accounts payable and accrued liabilities

(6,586,883)

(1,189,037)

Deferred revenue

(15,514,330)

(14,399,467)

Right-of-use assets and lease liabilities

(60,840)

Interest received

752,047

710,627

Interest paid

(15,165)

(1,633)

Income taxes paid

(307,301)

(738,303)

Cash flows used in operating activities

(16,828,469)

(1,855,514)

Financing activities:

Payment of lease liabilities

(527,655)

(487,522)

Net proceeds from sub-lease receivable

47,451

Proceeds from exercise of stock options

32,026

Taxes paid on settlement of restricted share units

(3,419,688)

(3,963,651)

Repurchase of share capital for cancellation under the NCIB

(3,056,273)

(1,811,339)

Cash flows used in financing activities

(6,956,165)

(6,230,486)

Investing activities:

Purchase of property and equipment

(44,667)

(1,737)

Proceeds from disposal of property and equipment

402

16,825

Cash flows (used in) from investing activities

(44,265)

15,088

Effect of exchange rate changes on cash and cash equivalents

317,950

1,413,232

Decrease in cash and cash equivalents

(23,510,949)

(6,657,680)

Cash and cash equivalents, beginning of period

119,210,190

99,184,514

Cash and cash equivalents, end of period

$  95,699,241

$  92,526,834

Non-IFRS Financial Measures and Reconciliation of Non-IFRS Financial Measures
The information presented within this press release refers to certain non-IFRS financial measures (including non-IFRS ratios) including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Margin, and Constant Currency Revenue. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS. Non-IFRS financial measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS and are unlikely to be comparable to similar measures presented by other issuers. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations, financial performance and liquidity from management’s perspective and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS measures. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of the Company. The Company’s management also uses non-IFRS financial measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts, and to assess our ability to meet our capital expenditures and working capital requirements.

Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is defined as income (loss), excluding interest, taxes, depreciation and amortization (or EBITDA), adjusted for stock-based compensation, foreign exchange gains and losses, non-recurring expenses, transaction-related costs, fair value adjustment of acquired deferred revenue, income (loss) from equity accounted investee, change in fair value on the loan receivable from associate, impairment charges and other income and losses. Adjusted EBITDA Margin is calculated as Adjusted EBITDA expressed as a percentage of total revenue. For an explanation of management’s use of Adjusted EBITDA and Adjusted EBITDA Margin see “Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Adjusted EBITDA and Adjusted EBITDA Margin” section in the Company’s Interim MD&A, which section is incorporated by reference herein.

The following table reconciles Adjusted EBITDA to income for the period, and discloses Adjusted EBITDA Margin, for the periods indicated:

(in thousands of U.S. dollars, except for percentages)

Three months ended April 30,

2026

$

2025

$

Income for the period

1,670

3,268

Stock-based compensation

3,631

3,213

Foreign exchange gain

(121)

(1,537)

Non-recurring expenses(1)

173

471

Transaction-related costs(2)

46

440

Fair value adjustment of acquired deferred revenue(3)

32

225

Change in fair value of loan receivable from associate(4)

(172)

Net interest income

(607)

(497)

Income tax expense

2,071

2,596

Depreciation and amortization

1,366

1,298

Adjusted EBITDA

8,261

9,305

Adjusted EBITDA Margin

14.5 %

17.6 %

Notes:

(1)

These expenses relate to non-recurring activities, such as certain legal fees incurred that are not indicative of continuing operations, and changes in workforce or technology whereby certain functions were realigned to optimize operations.

(2)

These expenses include certain legal and professional fees that are incurred in connection with other strategic transactions. In the prior fiscal year, these expenses include post-combination costs from the acquisition of H5P, and were partially offset by a gain recognized from the reduction in the second anniversary payment owed to the selling shareholders of Connected Shopping Ltd (“Connected Shopping”), a company acquired in Fiscal 2024, which was recorded through Other income. These expenses would not have been incurred if not for these transactions and are not considered to be indicative of expenses associated with the Company’s continuing operations.

(3)

At the date of acquisition, the Company recognized a fair value adjustment on the opening deferred revenue balance acquired as part of the H5P acquisition as required under IFRS 3, Business Combinations. This adjustment is not reflective of ordinary operations and is expected to be substantially completed by the end of Fiscal 2027.

(4)

On a quarterly basis, the Company determines the fair value of the loan advanced to SkillsWave. The adjustments to the fair value of the loan are not reflective of the Company’s main business operations and will not impact the Company’s future results beyond the maturity date of the loan on June 28, 2029. See note 5 of the Interim Financial Statements for further details.

Adjusted Gross Profit and Adjusted Gross Margin

Adjusted Gross Profit is defined as gross profit excluding related stock-based compensation expenses and amortization from acquired intangible assets, specifically acquired technology. Adjusted Gross Margin is calculated as Adjusted Gross Profit expressed as a percentage of total revenue. For an explanation of management’s use of Adjusted Gross Profit and Adjusted Gross Margin see “Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Adjusted Gross Profit and Adjusted Gross Margin” section in the Company’s Interim MD&A, which section is incorporated by reference herein.

The following table reconciles Adjusted Gross Margin to gross profit expressed as a percentage of revenue, for the periods indicated:

(in thousands of U.S. dollars, except for percentages)

Three months ended April 30,

2026

$

2025

$

Gross profit for the period

39,654

37,030

Stock-based compensation

272

206

Amortization from acquired intangible assets

440

431

Adjusted Gross Profit

40,366

37,667

Adjusted Gross Margin

70.7 %

71.3 %

Free Cash Flow and Free Cash Flow Margin
Free Cash Flow is defined as cash flows from (used in) operating activities excluding payments of acquisition-related compensation, less net additions to property and equipment. Free Cash Flow Margin is calculated as Free Cash Flow expressed as a percentage of total revenue. For an explanation of management’s use of Free Cash Flow and Free Cash Flow Margin see “Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Free Cash Flow and Free Cash Flow Margin” section in the Company’s Interim MD&A, which section is incorporated by reference herein.

The following table reconciles Free Cash Flow to cash flow (used in) from operating activities, and discloses Free Cash Flow Margin, for the periods indicated:

(in thousands of U.S. dollars, except for percentages)

Three months ended April 30,

2026

$

2025

$

Cash flow used in operating activities

(16,829)

(1,856)

Net (additions) disposal to property and equipment

(44)

15

Free Cash Flow

(16,873)

(1,841)

Free Cash Flow Margin

-29.5 %

-3.5 %

Constant Currency Revenue
Constant Currency Revenue is defined as our total revenue with foreign-currency-denominated revenues translated at the historical exchange rates from the comparable prior period into our U.S. dollar functional currency. For an explanation of management’s use of Constant Currency Revenue see “Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Constant Currency Revenue” section in the Company’s MD&A for the years ended January 31, 2026 and 2025, which section is incorporated by reference herein.

The following table reconciles our Constant Currency Revenue to revenue, for the periods indicated:

(in thousands of U.S. dollars)

Three months ended April 30,

2026

$

2025

$

Total revenue for the period

57,130

52,835

Positive impact of foreign exchange rate changes over the prior period

(1,448)

Constant Currency Revenue

55,682

52,835

Key Performance Indicators

Management uses a number of metrics, including the key performance indicators identified below, to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other issuers. These metrics are estimated operating metrics and not projections, nor actual financial results, and are not indicative of current or future performance.

Annual Recurring Revenue and Constant Currency Annual Recurring Revenue: We define ARR as the annualized equivalent value of subscription revenue from all existing customer contracts as at the date being measured, exclusive of the implementation period. Our calculation of ARR assumes that customers will renew their contractual commitments as those commitments come up for renewal. We believe ARR provides a reasonable, real-time measure of performance in a subscription-based environment and provides us with visibility for potential growth in our cash flows. We believe that increasing ARR indicates the continued strength in the expansion of our business, and will continue to be our focus on a go-forward basis. We define Constant Currency Annual Recurring Revenue as foreign-currency-denominated ARR translated at the historical exchange rates from the comparable prior period into our U.S. dollar functional currency.

As at April 30,

(in millions of U.S. dollars, except percentages)

2026

2025

Change

$

$

%

ARR

225.2

206.2

9.2 %

Constant Currency Annual Recurring Revenue

221.9

206.2

7.6 %

SOURCE D2L Inc.

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Technology

Everpure Announces Second Quarter Fiscal 2027 Financial Results

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Total revenue growth of 38% year-over-year

Product revenue growth of 54% year-over-year

 Significantly increased FY27 revenue and operating profit guidance

SANTA CLARA, Calif., Aug. 26, 2026 /PRNewswire/ — Everpure (NYSE: P), the company revolutionizing storage and data management, today announced financial results for its second quarter fiscal year 2027 ended August 2, 2026.

“Q2 marks eight straight quarters of accelerating revenue growth for Everpure, and confirmed our position as the most innovative and vital company in our industry,” said Charles Giancarlo, Chairman and CEO of Everpure. “Our expansion into Data Intelligence, and our increasing momentum in AI and hyperscale products, ensures we are well-positioned to capture enduring long-term growth.”

Second Quarter Financial Highlights

Revenue $1.2 billion, up 38% year-over-yearProduct revenue $687 million, up 54% year-over-yearSubscription services revenue $499 million, up 20% year-over-yearSubscription annual recurring revenue (ARR) $2.1 billion, up 20% year-over-yearRemaining performance obligations (RPO) $4.1 billion, up 44% year-over-yearGAAP gross margin 68.4%; non-GAAP gross margin 69.9%GAAP operating income $63 million; non-GAAP operating income $230 millionGAAP operating margin 5.3%; non-GAAP operating margin 19.4%Operating cash flow $(136) million; free cash flow $(238) millionTotal cash, cash equivalents, and marketable securities $1.0 billionReturned approximately $69 million to stockholders through share repurchases of 0.9 million shares.

“Q2 was another outstanding quarter for Everpure, where we delivered record revenue and operating profit, exceeding the high-end of our guidance,” said Everpure CFO Tarek Robbiati. “Demand remains strong across our solutions portfolio despite historic industry price increases in the first half of FY’27. We are raising guidance significantly for the second half of the year to reflect our confidence in continued revenue momentum.”

Second Quarter Company Highlights

Second Top-Five Hyperscale Win

Announced on August 10 a landmark design win with a second top-five hyperscaler, leveraging Everpure’s advanced DirectFlash® architecture to drastically lower operational costs and reclaim vital power and rack space for hyperscale workloads.

Advancing Enterprise Data & AI Infrastructure

Unveiled the Data Primacy architecture at //Accelerate 2026, Everpure Data Intelligence for automated data discovery and governance.Announced general availability of Everpure Data Stream to automate data pipelines from ingestion to inference and accelerate data preparation.Evolved Pure1 AI Copilot from a conversational assistant into an active operator that analyzes performance anomalies, provides step-by-step root-cause analysis, and guides teams to resolution.

Expanding Hybrid Cloud & Virtualization

Introduced Portworx for Edge on Red Hat OpenShift and expanded Portworx by Everpure to bring native Kubernetes data management, including storage, data protection, and disaster recovery, directly into the Red Hat OpenShift console.Announced general availability of Everpure Cloud Azure Native for Azure Virtual Machines, extending the fully managed enterprise block storage service across public cloud environments.

Driving Strategic Ecosystem Partnerships

Achieved general availability of Everpure FlashBlade integration into Cisco Intersight, delivering native onboarding, complete inventory visibility, and unified health dashboards.Announced the Everpure OpenSharing Connector, enabling Databricks to query Iceberg and Delta tables directly on Everpure object storage without data replication or egress fees.

Industry Recognition & Impact

Named a Leader in the 2026 Gartner® Magic Quadrant™ for Enterprise Storage Platforms, positioned highest in execution and furthest in vision for the second consecutive year.Named to the PEOPLE® Companies That Care by Great Place to Work® and PEOPLE® magazine.Named Virtualization Transformation Partner of the Year in the 2026 Red Hat Ecosystem Innovation Awards and recognized as a Leader in The Forrester Wave™: Object Storage Solutions, Q2 2026.CEO Charles Giancarlo was recognized on CRN’s The 25 Most Influential Executives Of 2026 list.

Third Quarter and FY27 Guidance

Q3FY27

Revenue

$1.325B to $1.335B

Revenue YoY Growth Rate

37% to 38%

Non-GAAP Operating Income

$265M to $275M

Non-GAAP Operating Income YoY Growth Rate

35% to 40%

FY27

Prior Guidance

New Guidance

Revenue

$4.41B to $4.51B

$5.03B to $5.07B

Revenue YoY Growth Rate

20% to 23%

37% to 38%

Non-GAAP Operating Income

$820M to $860M

$940M to $960M

Non-GAAP Operating Income YoY Growth Rate

29% to 36%

48% to 51%

These statements are forward-looking and actual results may differ materially. Refer to the Forward Looking Statements section below for information on the factors that could cause our actual results to differ materially from these statements. Everpure has not reconciled its guidance for non-GAAP operating income and related year-over-year growth rate to their most directly comparable GAAP measures because certain items that impact these measures are not within Everpure’s control and/or cannot be reasonably predicted. Accordingly, reconciliations of these non-GAAP financial measures guidance to the corresponding GAAP measures are not available without unreasonable effort.

Conference Call Information
Everpure will host a teleconference to discuss the second quarter fiscal 2027 results at 2:00 pm PT today, August 26, 2026. A live audio broadcast of the conference call will be available on the Everpure Investor Relations website. Everpure will also post its earnings presentation and prepared remarks to this website concurrent with this release.

A replay will be available following the call on the Everpure Investor Relations website or for two weeks at 1-800-770-2030 (or 1-647-362-9199 for international callers) with passcode 5667482.

Additionally, Everpure is scheduled to participate at the following investor conferences:

Save the Date: Everpure Financial Analyst Meeting
Please save the date for Everpure’s Financial Analyst Meeting on Wednesday, September 23, 2026. Members of the executive leadership team will provide an update on the company’s long-term strategy, path to growth, and long-term financial framework.

A live webcast and presentation materials will be available on the company’s Investor Relations website. Additional event details, including registration information, will be provided closer to the event.

About Everpure
Everpure (NYSE: P) allows organizations to take control of their data with an industry-leading, ever-evolving storage and data management platform. We help companies unleash the power of their data by ensuring it is secure, accessible, intelligent, and ready to perform in the AI era. We make data management effortless while simultaneously scaling performance and significantly reducing energy consumption. With one of the highest Net Promoter Scores for over a decade, Everpure is the choice of the world’s most innovative organizations. For more information, visit www.everpuredata.com.

Connect with Everpure
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LinkedIn
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Everpure, the Everpure P Logo, Portworx, Pure Storage and the marks in the Everpure Trademark List are trademarks or registered trademarks of Everpure, Inc. or its licensed subsidiaries in the U.S. and/or other countries. The Trademark List can be found at Everpuredata.com/trademarks. Other names may be trademarks of their respective owners.

Investors and others should note that we announce material business and financial information through our investor relations website at www.investors.everpuredata.com, SEC filings, public conference calls and webcasts, and press releases, including earnings press releases. We also announce business and financial information through our newsroom website (https://www.everpuredata.com/company/newsroom.html), blog (http://blog.everpuredata.com), LinkedIn (linkedin.com/company/everpure-data), X (x.com/EverpureData), Facebook (@purestorage), Instagram (@purestorage) and YouTube (@everpure-data). It is possible that the information we post on these channels could be deemed to be material information. Therefore, we encourage investors to follow these channels, in addition to our SEC filings, public conference calls and webcasts, and press releases.

Forward Looking Statements
This press release contains forward-looking statements regarding our products, business and operations, including but not limited to our views relating to our future period financial and business results, our ability to manage potential disruptions to our supply chain, our ability to procure a sufficient supply of flash and other components, the impact of recent increases in component costs, the anticipated effects of our recent acquisition of 1touch, our opportunity relating to hyperscale and AI environments, our ability to meet hyperscalers’ performance, price and other requirements, our ability to expand with our current hyperscale customers and land new hyperscale customers, our ability to meet the needs of hyperscalers for the entire spectrum of their online storage use cases, the timing and magnitude of large orders, including sales to hyperscalers and large enterprises, the timing and amount of hyperscale customer revenue, demand for our products and subscription services, including Evergreen//One, our sales pipeline, the relative sales mix between our subscription and consumption offerings and traditional capital expenditure sales, our technology and product strategy, specifically ongoing development and customer adoption of new products and the Enterprise Data Cloud architecture (including Pure Fusion™), priorities around sustainability and energy saving benefits to our customers of using our products, our ability to expand market share, the impact of inflation, currency fluctuations, tariffs, or other adverse economic conditions, our expectations regarding our product and technology differentiation, new investments and partnerships, and other statements regarding our products, business, operations and results. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements.

Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the caption “Risk Factors” and elsewhere in our filings and reports with the U.S. Securities and Exchange Commission, which are available on our Investor Relations website at investor.everpuredata.com and on the SEC website at www.sec.gov. Additional information is also set forth in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026. All information provided in this release and in the attachments is as of August 26, 2026, and Everpure undertakes no duty to update this information unless required by law.

Key Performance Metrics
Subscription ARR is a key business metric that refers to the annualized recurring contract value of all active, non-cancelable customer subscription agreements with subscription terms of any length at the end of the quarter, plus on-demand billings for the quarter multiplied by four.

Total Contract Value (TCV) Sales, or bookings, of Everpure’s Evergreen//One and similar consumption- and subscription-based offerings is an operating metric, representing the value of orders received during the period.

Non-GAAP Financial Measures
To supplement our unaudited condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, Everpure uses the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income (loss), non-GAAP operating margin, non-GAAP net income, non-GAAP net income per share, and free cash flow.

We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses such as stock-based compensation expense, payroll tax expense related to stock-based activities, amortization of debt issuance costs related to debt, amortization of acquired intangible assets and gains from mark-to-market adjustments on strategic investments that may not be indicative of our ongoing core business operating results. Everpure believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when analyzing historical performance and liquidity and planning, forecasting, and analyzing future periods. The presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP, and our non-GAAP measures may be different from non-GAAP measures used by other companies.

For a reconciliation of these non-GAAP financial measures to GAAP measures, please see the tables captioned “Reconciliations of non-GAAP results of operations to the nearest comparable GAAP measures” and “Reconciliation from net cash provided by (used in) operating activities to free cash flow,” included at the end of this release.

EVERPURE, INC.

Condensed Consolidated Balance Sheets

(in thousands, unaudited)

 

At the End of

Second Quarter of
Fiscal 2027

Fiscal 2026

Assets

Current assets:

Cash and cash equivalents

$         385,694

$          854,873

Marketable securities

622,197

692,446

Accounts receivable, net of allowance of $204 and $203

1,027,665

944,844

Inventory

106,300

75,935

Deferred commissions, current

150,472

139,379

Prepaid expenses and other current assets

1,025,645

356,015

Total current assets

3,317,973

3,063,492

Property and equipment, net

687,950

587,022

Operating lease right-of-use-assets

196,341

185,975

Deferred commissions, non-current

296,422

280,190

Intangible assets, net

23,338

7,346

Goodwill

466,313

365,075

Restricted cash

8,214

7,687

Other assets, non-current

223,858

177,472

Total assets

$       5,220,409

$       4,674,259

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$          329,848

$          153,312

Accrued compensation and benefits

300,060

347,205

Accrued expenses and other liabilities

192,577

184,338

Operating lease liabilities, current

50,273

44,080

Deferred revenue, current

1,323,750

1,181,055

Total current liabilities

2,196,508

1,909,990

Operating lease liabilities, non-current

175,034

172,063

Deferred revenue, non-current

1,197,521

1,046,442

Other liabilities, non-current

110,508

100,096

Total liabilities

3,679,571

3,228,591

Stockholders’ equity:

Common stock and additional paid-in capital

2,627,994

2,624,790

Accumulated other comprehensive income (loss)

(4,552)

1,709

Accumulated deficit

(1,082,604)

(1,180,831)

Total stockholders’ equity

1,540,838

1,445,668

Total liabilities and stockholders’ equity

$       5,220,409

$       4,674,259

 

EVERPURE, INC.

Condensed Consolidated Statements of Operations

(in thousands, except per share data, unaudited)

 

Second Quarter of Fiscal

First Two Quarters of Fiscal

2027

2026

2027

2026

Revenue:

Product

$   686,773

$   446,303

$ 1,263,317

$   818,447

Subscription services

499,125

414,699

975,477

821,040

Total revenue

1,185,898

861,002

2,238,794

1,639,487

Cost of revenue:

Product (1)

238,223

150,296

442,767

291,346

Subscription services (1)

136,287

106,370

261,307

207,652

Total cost of revenue

374,510

256,666

704,074

498,998

Gross profit

811,388

604,336

1,534,720

1,140,489

Operating expenses:

Research and development (1)

293,749

242,026

552,841

463,766

Sales and marketing (1)

346,077

285,890

693,933

564,402

General and administrative (1)

108,407

71,549

204,852

138,621

Total operating expenses

748,233

599,465

1,451,626

1,166,789

Income (loss) from operations

63,155

4,871

83,094

(26,300)

Other income (expense), net

9,006

45,700

22,937

77,355

Income before provision (benefit) for income taxes

72,161

50,571

106,031

51,055

Income tax provision (benefit)

(1,988)

3,453

7,804

17,932

Net income

$     74,149

$     47,118

$      98,227

$      33,123

Net income per share attributable to common stockholders, basic

$         0.22

$         0.14

$          0.30

$          0.10

Net income per share attributable to common stockholders, diluted

$         0.21

$         0.14

$          0.28

$          0.10

Weighted-average shares used in computing net income per share

attributable to common stockholders, basic

332,942

327,594

332,047

327,066

Weighted-average shares used in computing net income per share
attributable to common stockholders, diluted

345,587

337,734

344,811

337,306

 

(1) Includes stock-based compensation expense as follows:

Cost of revenue — product

$       5,336

$       4,149

$       9,468

$       7,415

Cost of revenue — subscription services

10,287

8,559

18,442

15,721

Research and development

80,010

60,354

140,341

109,596

Sales and marketing

33,461

26,527

62,624

48,611

General and administrative

30,721

17,804

51,004

32,325

Total stock-based compensation expense

$   159,815

$   117,393

$   281,879

$   213,668

 

EVERPURE, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands, unaudited)

Second Quarter of Fiscal

First Two Quarters of Fiscal

2027

2026

2027

2026

Cash flows from operating activities

Net income

$      74,149

$      47,118

$      98,227

$      33,123

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization

41,579

35,927

81,777

69,697

Stock-based compensation expense

159,815

117,393

281,879

213,668

Unrealized gain on strategic investment

(27,966)

(30,401)

Other

(32)

3,887

4,349

7,027

Changes in operating assets and liabilities, net of effects of acquisition:

Accounts receivable, net

(137,350)

(119,161)

(79,318)

150,381

Inventory

(33,795)

(14,937)

(36,563)

(12,268)

Deferred commissions

(14,645)

(7,738)

(27,325)

(11,395)

Prepaid expenses and other assets

(577,229)

(13,961)

(694,305)

(33,401)

Operating lease right-of-use assets

11,007

11,561

21,581

19,958

Accounts payable

140,337

23,845

156,591

(3,146)

Accrued compensation and other liabilities

68,528

84,945

(33,541)

602

Operating lease liabilities

(11,999)

(12,275)

(22,683)

(23,513)

Deferred revenue

143,287

83,519

293,147

115,761

Net cash provided by (used in) operating activities

(136,348)

212,157

43,816

496,093

Cash flows from investing activities

Purchases of property and equipment (1)

(101,254)

(62,027)

(169,668)

(134,373)

Purchase of strategic investment

(1,000)

(1,000)

Acquisition

(125,308)

(125,308)

Purchases of marketable securities and other

(154,538)

(141,232)

(267,490)

(256,128)

Sales of marketable securities

124,321

252,780

193,481

270,987

Maturities of marketable securities

72,736

80,254

139,448

137,507

Net cash provided by (used in) investing activities

(185,043)

129,775

(230,537)

17,993

Cash flows from financing activities

Proceeds from exercise of stock options

8,523

8,099

15,169

13,458

Proceeds from issuance of common stock under employee stock purchase plan

30,001

27,240

Payments of financing costs for revolving credit facility

(2,080)

(2,080)

Principal payments on borrowings and finance lease obligations

(100,000)

(612)

(101,125)

Tax withholding on vesting of equity awards

(70,376)

(56,161)

(173,296)

(117,461)

Repurchases of common stock

(68,981)

(42,242)

(153,084)

(162,178)

Net cash used in financing activities

(130,834)

(192,384)

(281,822)

(342,146)

Net increase (decrease) in cash, cash equivalents and restricted cash

(452,225)

149,548

(468,543)

171,940

Cash, cash equivalents and restricted cash, beginning of period

848,661

760,142

864,979

737,750

Cash, cash equivalents and restricted cash, end of period

$    396,436

$    909,690

$    396,436

$    909,690

(1) Includes capitalized internal-use software costs of $12.5 million and $8.7 million for the second quarter of fiscal 2027 and 2026 and $22.8 million and $15.6 million for the first two quarters of fiscal 2027 and 2026.

 

Reconciliations of non-GAAP results of operations to the nearest comparable GAAP measures

 

The following table presents non-GAAP gross margins by revenue source before certain items (in thousands except percentages, unaudited):

 

Second Quarter of Fiscal 2027

Second Quarter of Fiscal 2026

GAAP

results

GAAP

gross

margin (a)

Adjustment

Non-

GAAP

results

Non-

GAAP

gross

margin (b)

GAAP

results

GAAP

gross

margin (a)

Adjustment

Non-

GAAP

results

Non-

GAAP

gross

margin (b)

$     5,336

(c)

$    4,149

(c)

188

(d)

127

(d)

246

(e)

3,306

(e)

Gross profit —
product

$         448,550

65.3 %

$     5,770

$ 454,320

66.2 %

$         296,007

66.3 %

$    7,582

$         303,589

68.0 %

$   10,287

(c)

$    8,559

(c)

517

(d)

466

(d)

435

(e)

Gross profit —
subscription
services

$         362,838

72.7 %

$   11,239

$ 374,077

74.9 %

$         308,329

74.4 %

$    9,025

$         317,354

76.5 %

$   15,623

(c)

$  12,708

(c)

705

(d)

593

(d)

681

(e)

3,306

(e)

Total gross
profit

$         811,388

68.4 %

$   17,009

$ 828,397

69.9 %

$         604,336

70.2 %

$  16,607

$         620,943

72.1 %

(a) GAAP gross margin is defined as GAAP gross profit divided by revenue.

(b) Non-GAAP gross margin is defined as non-GAAP gross profit divided by revenue.

(c) To eliminate stock-based compensation expense.

(d) To eliminate payroll tax expense related to stock-based activities.

(e) To eliminate amortization expense of acquired intangible assets.

 

The following table presents certain non-GAAP consolidated results before certain items (in thousands, except per share amounts and percentages, unaudited):

 

Second Quarter of Fiscal 2027

Second Quarter of Fiscal 2026

GAAP

results

GAAP

operating

margin (a)

Adjustment

Non-

GAAP

results

Non-

GAAP

operating

margin (b)

GAAP

results

GAAP

operating

margin (a)

Adjustment

Non-

GAAP

results

Non-

GAAP

operating

margin (b)

$ 159,815

(c)

$ 117,393

(c)

5,400

(d)

4,164

(d)

1,261

(e)

3,536

(e)

Operating
income

$  63,155

5.3 %

$ 166,476

$ 229,631

19.4 %

$   4,871

0.6 %

$ 125,093

$ 129,964

15.1 %

$ 159,815

(c)

$ 117,393

(c)

5,400

(d)

4,164

(d)

1,261

(e)

3,536

(e)

105

(f)

230

(f)

(27,966)

(g)

Net income

$  74,149

$ 166,581

$ 240,730

$  47,118

$   97,357

$ 144,475

Net income per
share — diluted

$    0.21

$    0.70

$    0.14

$    0.43

Weighted-
average
shares used in
per share
calculation —
diluted

345,587

345,587

337,734

337,734

(a) GAAP operating margin is defined as GAAP operating income divided by revenue.

(b) Non-GAAP operating margin is defined as non-GAAP operating income divided by revenue.

(c) To eliminate stock-based compensation expense.

(d) To eliminate payroll tax expense related to stock-based activities.

(e) To eliminate amortization expense of acquired intangible assets.

(f) To eliminate amortization expense of debt issuance costs related to our debt.

(g) To eliminate unrealized gain from mark-to-market adjustment on strategic investment.

 

Reconciliation from net cash provided by (used in) operating activities to free cash flow (in thousands except percentages, unaudited):

 

Second Quarter of Fiscal

2027

2026

Net cash provided by (used in) operating activities

$         (136,348)

$          212,157

Less: purchases of property and equipment (1)

(101,254)

(62,027)

Free cash flow (non-GAAP)

$         (237,602)

$          150,130

(1) Includes capitalized internal-use software costs of $12.5 million and $8.7 million for the second quarter of fiscal 2027 and 2026.

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SOURCE Everpure

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Technology

GRAINGER ACQUIRES TECHNOLOGY ASSETS FROM ADROIT WORLDWIDE MEDIA

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CHICAGO, Aug. 26, 2026 /PRNewswire/ — W.W. Grainger, Inc. (NYSE: GWW) announced today the acquisition of technology, intellectual property and talent assets from Adroit Worldwide Media (AWM), a leading technology solutions company, for $210 million in cash.

The acquisition is expected to enhance the Company’s inventory management capabilities within its High-Touch Solutions – North America segment by adding differentiated frictionless technology for industrial B2B distribution. This new technology is expected to help customers lower their total cost of managing MRO inventory, improve product availability, and free up skilled labor for higher-value work.

The Company will begin integration immediately and will work to launch a commercial pilot of this new capability over the next several months. The acquisition is not expected to contribute materially to near-term results.

About Grainger
W.W. Grainger, Inc., is a leading broad line distributor with operations primarily in North America and Japan. At Grainger, We Keep the World Working® by serving more than 4.6 million customers worldwide with maintenance, repair and operating (MRO) products and value-added solutions delivered through innovative technology and deep customer expertise. Known for its commitment to service and purpose-driven culture, the Company reported 2025 revenue of $17.9 billion. For more information, visit www.grainger.com.

Safe Harbor Statement

All statements in this communication, other than those relating to historical facts, are “forward-looking statements” under the federal securities laws. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “estimate,” “believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,” “predict,” “project,” “will,” or “would,” and similar terms and phrases, including references to assumptions. Grainger cannot guarantee that any forward-looking statement will be realized and achievement of future results is subject to risks and uncertainties, many of which are beyond Grainger’s control, which could cause Grainger’s results to differ materially from those that are presented. Forward-looking statements include, but are not limited to, statements about future strategic plans and future financial and operating results. Important factors that could cause actual results to differ materially from those presented or implied in the forward-looking statements include, without limitation: inflation, higher product costs or other expenses, including operational and administrative expenses; a major loss of customers; loss or disruption of sources of supply; changes in customer or product mix; increased competitive pricing pressures; changes in third-party practices regarding digital advertising; failure to enter into or sustain contractual arrangements on a satisfactory basis with group purchasing organizations; failure to develop, manage or implement new technology initiatives, acquisitions or business strategies including with respect to Grainger’s eCommerce platforms and artificial intelligence; failure to adequately protect our intellectual property or successfully defend against infringement claims; fluctuations or declines in Grainger’s gross profit margin; Grainger’s responses to market pressures; the outcome of pending and future litigation or governmental or regulatory proceedings, including with respect to wage and hour, anti-bribery and corruption, environmental, regulations related to advertising, marketing and the internet, consumer protection, pricing (including disaster or emergency declaration pricing statutes), product liability, compliance or safety, trade and export compliance, general commercial disputes, or privacy and cybersecurity matters; investigations, inquiries, audits and changes in laws and regulations; failure to comply with laws, regulations and standards, including new or stricter environmental laws or regulations; government contract matters, including new or revised provisions relating to contract compliance or performance; the impact of any government shutdown; disruption or breaches of information technology or data security systems involving Grainger or third parties on which Grainger depends; general industry, economic, market or political conditions; general global economic conditions, including existing, new, or increased tariffs, trade issues and changes in trade policies, inflation, and interest rates; currency exchange rate fluctuations; market volatility, including price and trading volume volatility or price declines of Grainger’s common stock; an incident that adversely impacts Grainger’s reputation or brand; commodity price volatility; facilities disruptions or shutdowns; higher fuel costs or disruptions in transportation services; effects of outbreaks of pandemic disease or viral contagions, global conflicts, natural or human-induced disasters, extreme weather, and other catastrophes or conditions; effects of climate change; failure to execute on our corporate responsibility efforts; competition for, or failure to attract, retain, train, motivate and develop executives and key team members; loss of key members of management or key team members; loss of operational flexibility and potential for work stoppages or slowdowns if team members unionize or join a collective bargaining arrangement; changes in effective tax rates; changes in credit ratings or outlook; Grainger’s incurrence of indebtedness or failure to comply with restrictions and obligations under its debt agreements and instruments and other factors that can be found in our filings with the Securities and Exchange Commission, including our most recent periodic reports filed on Form 10-K and Form 10-Q, which are available on our Investor Relations website. Forward-looking statements are given only as of the date of this communication and we disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

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SOURCE W.W. Grainger, Inc.

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Technology

Synopsys Posts Financial Results for Third Quarter Fiscal Year 2026

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Results Summary

Quarterly revenue of $2.477 billion; reflects broad-based strength with outperformance in Design AutomationQuarterly GAAP earnings per diluted share (EPS) of $2.84, and non-GAAP EPS of $3.91, exceeding high-end of prior guidanceRaising expectations for full-year total revenue to $9.715 billion at the midpoint and full-year non-GAAP EPS guidance to $15.07 at the midpoint on continued AI-driven demand strength

SUNNYVALE, Calif., Aug. 26, 2026 /PRNewswire/ — Synopsys, Inc. (Nasdaq: SNPS) today reported results for its third quarter of fiscal year 2026. Revenue for the third quarter of fiscal year 2026 was $2.477 billion, compared to $1.740 billion for the third quarter of fiscal year 2025.

“AI is driving unprecedented complexity and increasing demand for the silicon IP and engineering solutions necessary to deliver next-generation AI compute, infrastructure and physical AI systems,” said Sassine Ghazi, president and CEO of Synopsys. “One year after the transformational acquisition of Ansys, we are executing with focus, extending our leadership and gaining momentum.”

“Synopsys delivered an outstanding third quarter, with revenue and earnings per share exceeding the high end of our guidance range. Results were driven by broad-based strength across the business, led by EDA, a strong quarter from Ansys, and our design IP business returned to year-over-year growth,” said Shelagh Glaser, CFO of Synopsys. “Given our strong performance and expectations for double-digit growth in EDA, we are raising our full year revenue, non-GAAP operating margin, EPS and cash flow guidance.”

GAAP Results
On a U.S. generally accepted accounting principles (GAAP) basis, net income for the third quarter of fiscal year 2026 was $545.8 million, or $2.84 per diluted share, compared to $242.5 million, or $1.50 per diluted share, for the third quarter of fiscal year 2025.

Non-GAAP Results
On a non-GAAP basis, net income for the third quarter of fiscal year 2026 was $752.5 million, or $3.91 per diluted share, compared to non-GAAP net income of $548.9 million, or $3.39 per diluted share, for the third quarter of fiscal year 2025.

For a reconciliation of net income, earnings per diluted share and other measures on a GAAP and non-GAAP basis, see “GAAP to Non-GAAP Reconciliation” in the accompanying tables below.

Business Segments 
Synopsys reports revenue and operating income in two segments: (1) Design Automation, which includes our advanced silicon design, verification products and services, Ansys products, system integration products and services, digital, custom and field programmable gate array integrated circuit design software, verification software and hardware products, manufacturing software products and other; and (2) Design IP, which includes our logic libraries, embedded memories, wired interface IP, memory interface IP and security IP.

Financial Targets
Synopsys also provided its consolidated financial targets for the fourth quarter and full fiscal year 2026. These targets assume no further changes to export control restrictions or the current U.S. government “Entity List” restrictions. These targets constitute forward-looking statements and are based on current expectations. For a discussion of factors that could cause actual results to differ materially from these targets, see “Forward-Looking Statements” below.

Fourth Quarter and Full Fiscal Year 2026 Financial Targets

(in millions, except per share amounts)

 Range for Three Months Ending

Range for Fiscal Year Ending

October 31, 2026

October 31, 2026

Low

High

Low

High

Revenue (1)

$         2,530

$         2,580

$         9,690

$         9,740

GAAP Expenses

$         2,225

$         2,300

$         8,667

$         8,742

Non-GAAP Expenses

$         1,450

$         1,480

$         5,670

$         5,700

Non-GAAP Interest and Other Income (Expense), net

$           (119)

$           (115)

$           (485)

$           (481)

Non-GAAP Tax Rate

18 %

18 %

18 %

18 %

Outstanding Shares (fully diluted)

192

194

192

194

GAAP Operating Margin

Midpt: ~10.4%

Non-GAAP Operating Margin

Midpt: ~41.5%

GAAP EPS

$           0.60

$           0.85

$           3.84

$           4.08

Non-GAAP EPS

$           4.10

$           4.16

$         15.04

$         15.10

Operating Cash Flow

~$2,800

Free Cash Flow (2)

~$2,600

Capital Expenditures

~$225

(1) Fiscal year 2026 revenue includes $2.98 billion of expected Ansys revenue, and reflects the impact of
approximately $110 million of the divested Optical Solutions Group and PowerArtist RTL businesses, and $40
million related to the recently completed divestiture of the Processor IP Solutions business.

(2) Free cash flow is calculated as cash provided from operating activities less capital expenditures.

For a reconciliation of Synopsys’ fourth quarter and fiscal year 2026 targets, including expenses, earnings per diluted share and other measures on a GAAP and non-GAAP basis, a discussion of the financial targets that we are not able to reconcile without unreasonable efforts and a discussion of why management believes such measurements provide useful information to investors, see “GAAP to Non-GAAP Reconciliation” in the accompanying tables below.

Earnings Call Open to Investors
Synopsys will hold a conference call for financial analysts and investors today at 2:00 p.m. Pacific Time. A live webcast of the call will be available in the investor relations portion of Synopsys’ corporate website at www.synopsys.com. Synopsys uses its website and social media channels as tools to disclose important information about Synopsys and to comply with its disclosure obligations under Regulation Fair Disclosure. A webcast replay will also be available on the corporate website from approximately 5:30 p.m. Pacific Time today through the time Synopsys announces its results for the fourth quarter and fiscal year 2026.

Availability of Final Financial Statements
Synopsys will include final financial statements for the third quarter of fiscal year 2026 in its quarterly report on Form 10-Q to be filed with the Securities and Exchange Commission (SEC) and available at www.sec.gov on or before September 9, 2026.

Continuing Operations 
On Sept. 30, 2024, Synopsys completed the sale of its Software Integrity business. Unless otherwise noted, Synopsys’ Software Integrity business has been presented as a discontinued operation in Synopsys’ consolidated financial statements for all periods presented herein and all financial results and targets are presented herein on a continuing operations basis.

Reconciliation of Third Quarter Fiscal Year 2026 Results
The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP net income, earnings per diluted share, and tax rate for the periods indicated below.

GAAP to Non-GAAP Reconciliation of Third Quarter Fiscal Year 2026 Results

(unaudited and in thousands, except per share amounts)

Three Months Ended

Nine Months Ended

July 31,

July 31,

2026

2025

2026

2025

GAAP net income from continuing operations attributed to Synopsys

$         545,800

$    242,509

$    627,863

$    887,424

Adjustments:

Amortization of acquired intangible assets

402,426

74,941

1,210,292

99,193

Stock-based compensation

231,604

267,723

712,631

655,725

Restructuring charges

2,164

236,340

Acquisition/divestiture related items

(402,556)

120,012

(363,315)

264,355

Loss on sale of strategic investments

1,200

3,635

Tax adjustments

(26,945)

(157,477)

(309,115)

(315,553)

Non-GAAP net income from continuing operations attributed to Synopsys

$         752,493

$    548,908

$  2,114,696

$  1,594,779

Three Months Ended

Nine Months Ended

July 31,

July 31,

2026

2025

2026

2025

GAAP net income from continuing operations per diluted share
attributed to Synopsys

$              2.84

$        1.50

$        3.27

$        5.61

Adjustments:

Amortization of acquired intangible assets

2.09

0.46

6.30

0.63

Stock-based compensation

1.20

1.66

3.71

4.15

Restructuring charges

0.01

1.23

Acquisition/divestiture related items

(2.09)

0.74

(1.89)

1.67

Loss on sale of strategic investments

0.01

0.02

Tax adjustments

(0.14)

(0.98)

(1.60)

(2.00)

Non-GAAP net income from continuing operations per diluted share
attributed to Synopsys

$              3.91

$        3.39

$       11.02

$       10.08

Shares used in computing net income per diluted share amounts:

192,319

161,682

191,981

158,176

GAAP to Non-GAAP Operating Margin Reconciliation

(unaudited)

Three Months Ended

July 31, 2026

GAAP operating margin

14.4 %

Amortization of acquired intangible assets

16.2 %

Stock-based compensation

9.4 %

Restructuring charges

0.1 %

Acquisition/divestiture related items

0.9 %

Non-qualified deferred compensation plan

0.6 %

Non-GAAP operating margin

41.6 %

GAAP to Non-GAAP Tax Rate Reconciliation

(unaudited)

Three Months Ended

Nine Months Ended

July 31, 2026

July 31, 2026

GAAP effective tax rate

20.2 %

19.8 %

Stock-based compensation

(5.0) %

(4.6) %

Restructuring charges

(3.3) %

(3.3) %

Income tax adjustments (1)

6.1 %

6.1 %

Non-GAAP effective tax rate

18.0 %

18.0 %

(1) The income tax adjustments are primarily due to differences in the tax rate effect of certain deductions, such
as the deduction for foreign-derived intangible income and credits.

Reconciliation of 2026 Targets
The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP targets for the periods indicated below.

GAAP to Non-GAAP Reconciliation of Fourth Quarter Fiscal Year 2026 Targets

(in thousands, except per share amounts)

 Range for Three Months Ending

October 31, 2026

Low

High

Target GAAP expenses

$      2,225,000

$      2,300,000

Adjustments:

      Amortization of acquired intangible assets

(400,000)

(405,000)

      Stock-based compensation

(230,000)

(240,000)

      Restructuring charges

(145,000)

(175,000)

Target non-GAAP expenses

$      1,450,000

$      1,480,000

Range for Three Months Ending

October 31, 2026

Low

High

Target GAAP earnings per diluted share attributed to Synopsys

$             0.60

$             0.85

Adjustments:

      Amortization of acquired intangible assets

2.10

2.07

      Stock-based compensation

1.24

1.19

      Restructuring charges

0.91

0.75

      Tax adjustments

(0.75)

(0.70)

Target non-GAAP earnings per diluted share attributed to Synopsys

$             4.10

$             4.16

Shares used in non-GAAP calculation (midpoint of target range)

193,000

193,000

 

GAAP to Non-GAAP Reconciliation of Full Fiscal Year 2026 Targets

(in thousands, except per share amounts)

Range for Fiscal Year Ending

October 31, 2026

Low

High

Target GAAP expenses

$      8,667,091

$      8,742,091

Adjustments:

      Amortization of acquired intangible assets

(1,610,000)

(1,615,000)

      Stock-based compensation

(945,000)

(955,000)

      Restructuring charges

(380,000)

(410,000)

      Acquisition/divestiture related items (1)

(62,091)

(62,091)

Target non-GAAP expenses

$      5,670,000

$      5,700,000

Range for Fiscal Year Ending

October 31, 2026

Low

High

Target GAAP earnings per diluted share attributed to Synopsys

$             3.84

$             4.08

Adjustments:

      Amortization of acquired intangible assets

8.37

8.34

      Stock-based compensation

4.95

4.90

      Restructuring charges

2.12

1.97

      Acquisition/divestiture related items (1)

(1.88)

(1.88)

      Tax adjustments

(2.36)

(2.31)

Target non-GAAP earnings per diluted share attributed to Synopsys

$           15.04

$           15.10

Shares used in non-GAAP calculation (midpoint of target range)

193,000

193,000

(1)  Adjustments reflect actual expenses incurred by Synopsys as of July 31, 2026, and do not fully reflect all
potential adjustments for future periods for the reasons set forth in “GAAP to Non-GAAP Reconciliation”
below.

 

GAAP to Non-GAAP Reconciliation of Operating Margin at Midpoint of Full Fiscal Year 2026 Targets (1)

Fiscal Year Ending

October 31, 2026

At midpoint of revenue and expense guidance ranges

GAAP operating margin

10.4 %

Amortization of acquired intangible assets

16.6 %

Stock-based compensation

9.8 %

Restructuring charges

4.1 %

Acquisition/divestiture related items (2)

0.6 %

Target non-GAAP operating margin

41.5 %

(1) These numbers represent the midpoint of targets in the prepared remarks provided on August 26, 2026,
and do not represent official guidance for fiscal year 2026.

(2) Adjustments reflect actual expenses incurred by Synopsys as of July 31, 2026 and do not fully reflect
all potential adjustments for future periods for the reasons set forth in “GAAP to Non-GAAP Reconciliation”
below.

Forward-Looking Statements
This press release and the investor conference call contain forward-looking statements, including, but not limited to, statements concerning our short-term and long-term financial targets, expectations and objectives; our businesses, business segments, strategies, partnerships, initiatives and opportunities, including, among other things, the reallocation of resources in our Design IP segment to higher growth opportunities and planned restructuring activities; industry growth and technological trends, such as artificial intelligence, including our development and planned commercialization thereof; business and market outlook; the potential impact of the uncertain macroeconomic environment and global economic conditions on our financial results; the impact of current and future U.S. and foreign trade regulations, government actions and regulatory changes, such as export control restrictions and tariffs; the ANSYS, Inc. (Ansys) integration and its expected impact, including expected synergies and the timing thereof, our ability to create joint solutions as a combined company, and related accounting changes; planned and recently completed acquisitions or divestitures, and their anticipated timing and impact; our key customers, customer concentration, customer engagement, customer demand and market expansion; results and strategies related to our products, technology and services, including product development and our planned product releases and capabilities; the expected realization of our contracted but unsatisfied or partially unsatisfied performance obligations (backlog); planned stock repurchases; our expected tax rate; and the status, expected outcome or expected impact of litigation and/or regulatory investigations. These statements involve risks, uncertainties and other factors that could cause our actual results, time frames or achievements to differ materially from those expressed or implied in such forward-looking statements. Such risks, uncertainties and factors include, but are not limited to: macroeconomic conditions and geopolitical uncertainty in the global economy; uncertainty in the growth of the semiconductor and electronics industries; the highly competitive industry we operate in; actions by the U.S. or foreign governments, such as the imposition of additional export restrictions or tariffs; consolidation among our customers and our dependence on a relatively small number of large customers; risks and compliance obligations relating to the global nature of our operations; failure to realize the benefits expected from the transactions we complete, including the acquisition of Ansys (the Ansys Merger) or unexpected difficulties or expenditures arising therefrom; risks related to inaccuracies in, or failures to achieve, our operational and business metrics or forecasts of growth; and more. Additional information on potential risks, uncertainties and other factors that could affect Synopsys’ results is included in filings we make with the SEC from time to time, including in the sections entitled “Risk Factors” in our latest Annual Report on Form 10-K and in our latest Quarterly Report on Form 10-Q. The financial information contained in this press release should be read in conjunction with the consolidated financial statements and notes thereto included in Synopsys’ most recent reports on Forms 10-K and 10-Q, each as may be amended from time to time. Synopsys’ financial results for its third quarter of fiscal year 2026 are not necessarily indicative of Synopsys’ operating results for any future periods.

Effectiveness of Information
The targets included in this press release, the statements made during the earnings conference call, the information contained in the financial supplement and the corporate overview presentation, each of which are available in the investor relations portion of Synopsys’ corporate website at www.synopsys.com (collectively, the Earnings Materials), represent Synopsys’ expectations and beliefs as of August 26, 2026. Although these Earnings Materials are expected to remain available on Synopsys’ website through the time Synopsys announces its results for the fourth quarter and fiscal year 2026, their continued availability through such time does not mean that Synopsys is reaffirming or confirming their continued validity. Synopsys undertakes no duty, and does not intend, to update any forward-looking statement, including any targets, provided in the Earnings Materials, whether as a result of new information, future events or otherwise, unless required by law.

SYNOPSYS, INC.

Condensed Consolidated Statements of Income

(Unaudited, in thousands, except per share amounts)

Three Months Ended

Nine Months Ended

July 31,

July 31,

2026

2025

2026

2025

Revenue:

  Time-based products

$        1,002,792

$          892,364

$        2,899,957

$        2,548,928

  Upfront products

665,223

516,404

1,953,005

1,395,204

    Total products revenue

1,668,015

1,408,768

4,852,962

3,944,132

  Maintenance and service

808,807

330,969

2,308,643

855,186

      Total revenue

2,476,822

1,739,737

7,161,605

4,799,318

Cost of revenue:

  Products

275,622

230,895

750,921

615,953

  Maintenance and service

156,514

103,301

451,849

290,309

  Amortization of acquired intangible assets

247,252

46,368

743,850

62,624

      Total cost of revenue

679,388

380,564

1,946,620

968,886

Gross margin

1,797,434

1,359,173

5,214,985

3,830,432

Operating expenses:

  Research and development

719,737

625,301

2,134,849

1,732,496

  Sales and marketing

385,889

259,480

1,164,262

683,700

  General and administrative

176,979

280,550

532,129

584,133

  Amortization of acquired intangible assets

155,174

28,573

466,442

36,569

  Restructuring charges

2,164

236,340

      Total operating expenses

1,439,943

1,193,904

4,534,022

3,036,898

Operating income

357,491

165,269

680,963

793,534

Interest expense

(133,234)

(146,502)

(429,313)

(251,977)

Other income (expense), net

459,665

170,543

530,601

335,061

Income before income taxes

683,922

189,310

782,251

876,618

Provision (benefit) for income taxes

138,216

(52,967)

154,961

(12,080)

Net income from continuing operations

545,706

242,277

627,290

888,698

Loss from discontinued operations, net of income taxes

(3,900)

Net income

545,706

242,277

627,290

884,798

Less: Net income (loss) attributed to non-controlling
interest and redeemable non-controlling interest

(94)

(232)

(573)

1,274

Net income attributed to Synopsys

$          545,800

$          242,509

$          627,863

$          883,524

Net income (loss) attributed to Synopsys:

 Continuing operations

$          545,800

$          242,509

$          627,863

$          887,424

 Discontinued operations

(3,900)

 Net income

$          545,800

$          242,509

$          627,863

$          883,524

Net income (loss) per share attributed to Synopsys – basic:

  Continuing operations

$             2.85

$             1.51

$             3.29

$             5.67

  Discontinued operations

(0.03)

  Basic net income per share

$             2.85

$             1.51

$             3.29

$             5.64

Net income (loss) per share attributed to Synopsys – diluted:

  Continuing operations

$             2.84

$             1.50

$             3.27

$             5.61

  Discontinued operations

(0.02)

  Diluted net income per share

$             2.84

$             1.50

$             3.27

$             5.59

Shares used in computing per share amounts:

  Basic

191,536

160,174

190,858

156,536

  Diluted

192,319

161,682

191,981

158,176

SYNOPSYS, INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except par value amounts)

July 31, 2026

October 31, 2025

ASSETS:

Current assets:

Cash and cash equivalents

$        3,606,286

$        2,888,030

Short-term investments

1,383

72,929

      Total cash, cash equivalents and short-term investments

3,607,669

2,960,959

Accounts receivable, net

1,318,747

1,505,427

Inventories

479,129

365,190

Prepaid and other current assets

1,238,791

1,180,526

      Total current assets

6,644,336

6,012,102

Property and equipment, net

749,598

696,693

Operating lease right-of-use assets, net

694,603

702,008

Goodwill

26,834,774

26,899,215

Intangible assets, net

11,458,656

12,679,591

Deferred income taxes

95,515

112,159

Other long-term assets

1,248,781

1,122,693

      Total assets

$      47,726,263

$      48,224,461

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Current liabilities:

Accounts payable and accrued liabilities

$        1,480,598

$        1,326,211

Operating lease liabilities

137,837

128,205

Deferred revenue

2,331,173

2,245,961

Short-term debt

1,020,247

22,117

      Total current liabilities

4,969,855

3,722,494

Long-term operating lease liabilities

666,592

680,698

Long-term deferred revenue

383,936

382,557

Long-term debt

9,017,113

13,462,398

Other long-term liabilities

1,537,388

1,649,299

      Total liabilities

16,574,884

19,897,446

Stockholders’ equity:

Preferred stock, $0.01 par value: 2,000 shares authorized; none outstanding

Common stock, $0.01 par value: 400,000 shares authorized; 191,605 and 185,994
shares outstanding, respectively

1,916

1,860

Capital in excess of par value

20,711,069

18,640,947

Retained earnings

10,943,350

10,315,487

Treasury stock, at cost: 433 and 1,222 shares, respectively

(193,292)

(398,278)

Accumulated other comprehensive income (loss)

(310,504)

(232,414)

      Total Synopsys stockholders’ equity

31,152,539

28,327,602

Non-controlling interest

(1,160)

(587)

      Total stockholders’ equity

31,151,379

28,327,015

      Total liabilities and stockholders’ equity

$      47,726,263

$      48,224,461

SYNOPSYS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

Nine Months Ended July 31,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$          627,290

$          884,798

Adjustments to reconcile net income to net cash provided by operating
activities:

Amortization and depreciation

1,362,021

211,307

Reduction of operating lease right-of-use assets

109,254

80,789

Amortization of capitalized costs to obtain revenue contracts

70,835

38,920

Stock-based compensation

712,631

655,909

Allowance for credit losses

21,847

23,559

Loss on sale of strategic investments

3,635

Gain on sale of building

(51,385)

(Gain) loss on divestitures, net of transaction costs

(380,527)

8,299

Amortization of bridge financing costs

41,996

Amortization of debt issuance costs

21,280

6,790

Deferred income taxes

(121,720)

(326,610)

Other

21

(737)

Net changes in operating assets and liabilities, net of effects from
acquisitions and dispositions:

Accounts receivable

165,337

(27,989)

Inventories

(133,944)

(34,068)

Prepaid and other current assets

(70,709)

120,348

Other long-term assets

(125,304)

(427,793)

Accounts payable and accrued liabilities

90,610

31,384

Operating lease liabilities

(109,757)

(78,360)

Income taxes

(56,728)

(140,347)

Deferred revenue

116,166

(19,932)

Unrealized loss on settlement of interest rate treasury lock

(121,643)

Net cash provided by operating activities

2,298,603

878,870

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from maturities of short-term investments

20,995

53,630

Proceeds from sales of short-term investments

68,761

148,809

Purchases of short-term investments

(18,524)

(47,558)

Proceeds from sales of strategic investments

3,470

Purchases of strategic investments

(1,402)

(4,086)

Purchases of property and equipment, net

(156,089)

(134,908)

Proceeds from sale of building

74,279

Acquisitions, net of cash acquired

(16,681,257)

Proceeds from business divestiture, net of cash divested

440,022

142,546

Other

(611)

Net cash provided by (used in) investing activities

353,763

(16,445,686)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from debt, net of issuance costs

14,329,340

Repayment of debt

(3,463,726)

(2,579)

Issuances of common stock

124,585

138,101

Payments for taxes related to net share settlement of equity awards

(262,761)

(242,791)

Common stock issuance for private placement

2,000,000

Purchases of treasury stock

(300,000)

Redemption of redeemable non-controlling interest

(30,000)

Other

(463)

Net cash provided by (used in) financing activities

(1,901,902)

14,191,608

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(33,409)

8,649

Net change in cash, cash equivalents and restricted cash

717,055

(1,366,559)

Cash, cash equivalents and restricted cash, beginning of year

2,893,721

3,898,729

Cash, cash equivalents and restricted cash, end of period

$        3,610,776

$        2,532,170

Synopsys provides segment information, namely revenue, adjusted segment operating income and adjusted segment operating margin, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 280, Segment Reporting. Synopsys’ chief operating decision maker (CODM) is our Chief Executive Officer. In evaluating our business segments, the CODM considers the income and expenses that the CODM believes are directly related to those segments. The CODM does not allocate certain operating expenses managed at a consolidated level to our business segments and, as a result, the reported operating income and operating margin do not include these unallocated expenses as shown in the table below. These unallocated expenses are presented in the table below to provide a reconciliation of the total adjusted operating income from segments to our consolidated operating income:

SYNOPSYS, INC.

Business Segment Reporting (1)

(Unaudited, in millions)

Three Months Ended
July 31, 2026

Three Months Ended
July 31, 2025

Nine Months Ended
July 31, 2026

Nine Months Ended
July 31, 2025

Revenue by segment

– Design Automation

$           2,003.0

$            1,312.1

$             5,826.6

$             3,454.6

% of Total

80.9 %

75.4 %

81.4 %

72.0 %

– Design IP

$              473.8

$               427.6

$             1,335.0

$             1,344.7

% of Total

19.1 %

24.6 %

18.6 %

28.0 %

Adjusted operating income by segment

– Design Automation

$              905.0

$               583.8

$             2,641.6

$             1,447.2

– Design IP

$              125.4

$                 86.0

$                302.2

$                363.1

Adjusted operating margin by segment

– Design Automation

45.2 %

44.5 %

45.3 %

41.9 %

– Design IP

26.5 %

20.1 %

22.6 %

27.0 %

 

Total Adjusted Segment Operating Income Reconciliation (1)

(Unaudited, in millions)

Three Months Ended
July 31, 2026

Three Months Ended
July 31, 2025

Nine Months Ended
July 31, 2026

Nine Months Ended
July 31, 2025

GAAP total operating income – as reported

$                357.5

$                165.3

$                681.0

$                793.5

Other expenses managed at consolidated level

Amortization of acquired intangible assets

402.4

74.9

1,210.3

99.2

Stock-based compensation (2)

231.6

267.7

712.6

655.9

Restructuring charges

2.2

236.3

Acquisition/divestiture related items (3)

22.9

118.4

62.1

218.7

Non-qualified deferred compensation plan

13.9

43.4

41.5

42.9

Total adjusted segment operating income

$               1,030.4

$                669.8

$               2,943.8

$              1,810.3

(1) Synopsys manages the business on a long-term, annual basis, and considers quarterly fluctuations of revenue and profitability as normal elements of our
business. Amounts may not foot due to rounding.

(2) The adjustment includes non-GAAP expenses attributable to non-controlling interest and redeemable non-controlling interest.

(3) The adjustment excludes the amortization of bridge financing costs entered into in connection with the Ansys Merger that was recorded in interest
expense, and certain divestiture related items that were recorded in other income (expense), net in our unaudited condensed consolidated statements of
income.

GAAP to Non-GAAP Reconciliation
Synopsys continues to provide all information required in accordance with GAAP but acknowledges evaluating its ongoing operating results may not be as useful if an investor is limited to reviewing only GAAP financial measures. Accordingly, Synopsys presents non-GAAP financial measures in reporting its financial results to provide investors with an additional tool to evaluate Synopsys’ operating results in a manner that focuses on what Synopsys believes to be its core business operations and what Synopsys uses to evaluate its business operations and for internal budgeting and resource allocation purposes. This press release includes non-GAAP earnings per diluted share, non-GAAP net income, non-GAAP operating margin and non-GAAP tax rate for the periods presented. It also includes future estimates for non-GAAP expenses, non-GAAP interest and other income (expense), net, non-GAAP tax rate, non-GAAP operating margin, non-GAAP earnings per diluted share and free cash flow. These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.

When possible, Synopsys provides a reconciliation of non-GAAP financial measures to their most closely applicable GAAP financial measures. Synopsys is unable to provide a full reconciliation of certain fourth quarter and full fiscal year 2026 non-GAAP financial targets to the corresponding GAAP financial measures on a forward-looking basis because Synopsys believes that it would not be possible for it to have the information necessary to quantitatively reconcile such measures with sufficient precision without unreasonable efforts due to, among other things, the potential variability and limited predictability of the excluded adjustment items necessary for a full reconciliation such as certain acquisition/divestiture related items, tax deduction variability, changes in the fair value of non-qualified deferred compensation plan, and gains (losses) on the sale of strategic investments. For the same reasons, Synopsys is unable to address the probable significance of the unavailable information. 

Synopsys’ management does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, as superior to, or as a substitute for, financial information prepared in accordance with GAAP. These non-GAAP financial measures are meant to supplement, and be viewed in conjunction with, the corresponding GAAP financial measures. Synopsys’ management believes the presentation of non-GAAP financial measures, when shown in conjunction with the corresponding GAAP financial measures, provides useful information to investors allowing them to view financial and business trends relating to our financial condition and results of operations through the eyes of management. Synopsys’ management evaluates and makes decisions about our business operations using both GAAP financial measures and non-GAAP financial measures to help facilitate internal comparisons to Synopsys’ historical operating results and forecasted targets, planning and forecasting in subsequent periods and comparisons to competitors’ operating results.

The following are descriptions of the adjustments made to reconcile non-GAAP financial measures (other than free cash flow, which is defined in the footnote to the Financial Targets table above) to the most directly comparable GAAP financial measures:

(i) Amortization of acquired intangible assets. We incur expenses from the amortization of acquired intangible assets, which may include impairment charges from write-downs of acquired intangible assets. Acquired intangible assets include, among other things, core/developed technology, customer relationships, contract rights, trademarks and trade names, and other intangibles related to acquisitions. We amortize the intangible assets over their estimated useful lives. We do not enter into acquisitions on a predictable cycle. The amount of an acquisition’s purchase price allocated to intangible assets and their estimated useful lives can vary significantly and are unique to each acquisition. From time to time, we incur impairment charges due to write-downs of acquired intangible assets. We believe that the presentation of non-GAAP financial measures that adjust for the amortization of intangible assets, including impairment charges, provides investors and others with a consistent basis for comparison across accounting periods. We also exclude this item because such expenses are non-cash in nature and we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our core operational performance and liquidity, and ability to invest in research and development and fund future acquisitions and capital expenditures.

(ii) Stock-based compensation. Stock-based compensation expenses consist primarily of expenses related to restricted stock units, stock options, employee stock purchase rights and other stock awards, including such expenses associated with acquisitions. We exclude stock-based compensation expense from our non-GAAP financial measures primarily because it is not an expense that typically requires or will require cash settlement by us. Further, the expense for the fair value of the stock-based instruments we utilize may bear little resemblance to the actual value realized upon the vesting or future exercise of the related stock-based awards and, therefore, is not used by management to assess the core profitability of our business operations.

(iii) Acquisition/divestiture related items. In connection with certain of our business combinations and/or divestitures, we incur significant expenses that we would not have otherwise incurred as part of our business operations. These expenses include, among other things, compensation expenses, professional fees and other direct expenses, concurrent restructuring activities and divestiture activities, including employee severance and other exit costs, bridge financing costs, costs related to integration activities, debt forgiveness, changes to the fair value of contingent consideration related to the acquired company, and amortization of the fair value difference of below-market value assets arising from arrangements entered into or acquired in conjunction with an acquisition. We also recognize the gains and losses from the divestitures of business, as well as the mark-up of equity or cost method investments to fair value upon obtaining control through acquisition. We exclude these items because they are related to acquisitions and divestitures and have no direct correlation to the core operation of our business. Further, because we do not acquire or divest businesses on a predictable cycle and the terms of each transaction can vary significantly and are unique to each transaction, we believe it is useful to exclude such expenses when looking for a consistent basis for comparison across accounting periods.

(iv) Restructuring charges. We initiate restructuring activities to align our costs to our operating plans and business strategies based on then-current economic conditions, and such activities have a specific and defined term. Restructuring costs generally include severance and other termination benefits related to voluntary retirement programs, involuntary headcount reductions and facilities closures. Such restructuring costs include elimination of operational redundancy, permanent reductions in workforce and facilities closures and, therefore, are not considered by us to be a part of the core operation of our business and are not used by management when assessing the core profitability and performance of our business operations.

(v) Gains (losses) on the sale of strategic investments. We exclude gains and losses on the sale of equity investments in privately held companies because we do not believe they are reflective of our core business and operating results.

(vi) Deferred compensation. We exclude changes in the fair value of our non-qualified deferred compensation plan because we do not use these to assess the core profitability of our business operations.

(vii) Income tax effect of non-GAAP pre-tax adjustments. Excluding the income tax effect of non-GAAP pre-tax adjustments from the provision for income taxes assists investors in understanding the tax provision associated with those adjustments and the effect on net income.  Beginning in fiscal year 2026, we transitioned from an annual non-GAAP tax rate to a three-year normalized non-GAAP tax rate of 18.0%. We believe this will provide better consistency across reporting periods by eliminating the effects of non-recurring and period-specific items, which can vary in size and frequency and do not necessarily reflect our normal operations. This rate is based on our projected annual rate through fiscal year 2028, primarily due to the completion of the acquisition of Ansys in the third quarter of fiscal year 2025 and the enactment of the One Big Beautiful Bill Act (the OBBB), which affects taxable income starting in fiscal year 2026 over the next several years. In projecting this rate, we evaluated our historical and projected mix of U.S. and international profit before tax, excluding the impact of stock-based compensation, the amortization of purchased intangibles and other GAAP only adjustments described above. We also considered other factors, including our current tax structure, U.S. tax law changes, such as the OBBB which impacts Synopsys’ expensing of U.S. research expenditures commencing in fiscal year 2026, and changes to foreign derived intangible income commencing in fiscal year 2027.

About Synopsys
Synopsys, Inc. (Nasdaq: SNPS) is the leader in engineering solutions from silicon to systems, enabling customers to rapidly innovate AI-powered products. We deliver industry-leading silicon design, IP, simulation and analysis solutions, and design services. We partner closely with our customers across a wide range of industries to maximize their R&D capability and productivity, powering innovation today that ignites the ingenuity of tomorrow. Learn more at www.synopsys.com. 

©  2026 Synopsys, Inc. All rights reserved. Synopsys, Ansys, the Synopsys and Ansys logos, and other Synopsys trademarks are available at https://www.synopsys.com/company/legal/trademarks-brands.html. Other company or product names may be trademarks of their respective owners.

INVESTOR CONTACT:
Tushar Jain
Synopsys, Inc.
650-584-4289
Synopsys-ir@synopsys.com

EDITORIAL CONTACT:
Cara Walker
Synopsys, Inc.
650-584-5000
corp-pr@synopsys.com

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SOURCE Synopsys, Inc.

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