IDT Corporation IDT Form 10-Q filing Q3 FY2026

CONDENSED CONSOLIDATED BALANCE SHEETS

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to condensed consolidated financial statements.

IDT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

IDT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY—Continued

(Unaudited)

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to condensed consolidated financial statements.

IDT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1—Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of IDT Corporation and its subsidiaries (the “Company” or “IDT”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended April 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2026. The balance sheet at July 31, 2025 has been derived from the Company’s audited financial statements at that date but does not include all of the information and notes required by U.S. GAAP for complete financial statements. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (the “2025 Form 10-K”), as filed with the U.S. Securities and Exchange Commission (the “SEC”).

The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., fiscal 2026 refers to the fiscal year ending July 31, 2026).

As of April 30, 2026, the Company owned 94.0% of the outstanding shares of its subsidiary, net2phone 2.0, Inc. (“net2phone 2.0”), which owns and operates the net2phone segment, and 82.3% of the outstanding shares of National Retail Solutions, Inc. (“NRS”). On a fully diluted basis, assuming all the vesting criteria related to various rights granted have been met, the Company would own 89.9% of the equity of net2phone 2.0 and 80.2% of the equity of NRS.

Reclassifications

During the nine months ended April 30, 2026, the Company reclassified certain prepaid expenses to trade accounts receivable. Accordingly, in the condensed consolidated balance sheet at July 31, 2025, $2.1 million previously reported within “Other current assets” was reclassified to “Trade accounts receivable,” and in the condensed consolidated statements of cash flows for the nine months ended April 30, 2025, $0.4 million previously reported within “Prepaid expenses, other current assets, and other assets” was reclassified to “Trade accounts receivable”.

During the nine months ended April 30, 2026, the Company reclassified in the condensed consolidated statement of cash flows certain amount to settlement assets and disbursement prefunding that were previously included together with “Prepaid expenses, other current assets, and other assets.” In the condensed consolidated statements of cash flows for the nine months ended April 30, 2025, $16.8 million previously included within “Settlement assets and disbursement prefunding” was reclassified to be presented as a separate line item.

Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which enhances income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance also includes certain other amendments to improve the effectiveness of income tax disclosures.

The adoption of this update will be applied on a prospective basis and will require the Company to expand its income tax disclosures beginning with its Annual Report on Form 10-K for fiscal year ending July 31, 2026, which includes further disaggregation of the income tax expense into federal, state, and foreign categories, enhanced detail in the effective tax rate reconciliation, and disclosure of income taxes paid by significant jurisdictions.

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In July 2025, the FASB issued ASU 2025-05 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends ASC 326-20 to provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The amendments are effective for annual and interim reporting periods beginning on August 1, 2026. The practical expedient in ASU 2025-05 allows the Company to simplify estimating expected credit losses for current accounts receivable and contract assets by assuming that current conditions as of the balance sheet date will not change over the asset's remaining life. This aims to reduce the complexity and cost of developing forecasts for these assets under the CECL model for ASC 606-related transactions. This amendment does not have an impact on the Company's current estimation process. The Company elected to early adopt the practical expedient during the nine months ended April 30, 2026. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

Note 2—Business Combination

On April 16, 2026, NRS entered into an asset purchase agreement (the “Agreement”) to acquire certain assets and assume certain liabilities of Oncore Digital, Inc. and its wholly owned subsidiaries (“the Acquired Business”). The Acquired Business is a digital media brokerage operation engaged in digital advertising and monetization. The acquisition closed on May 1, 2026. In connection with the transaction, the Acquired Business was contributed to a newly formed entity (“NRS OnCore”), in which the sellers retained a 20% noncontrolling interest and NRS obtained an 80% controlling interest. As a result, NRS consolidates NRS OnCore under the voting interest model. The aggregate preliminary purchase consideration, which is subject to finalization, is currently estimated to be approximately $4.8 million, consisting of $3.3 million in cash and shares of IDT Class B common stock with an aggregate value of $1.5 million, subject to customary post-closing adjustments, as well as contingent earnouts upon certain milestones being achieved. The Company has determined that the acquired set represents a business and is accounting for the transaction as a business combination under ASC 805, Business Combinations. The acquired assets consist primarily of customer relationships and vendor relationships, and the assumed liabilities include certain operating liabilities. The Company is in the process of determining the fair value of the assets acquired and liabilities assumed, including the allocation of the purchase price to identifiable intangible assets and goodwill. The acquisition will integrate OnCore's ad tech, demand, and publisher network with NRS' screen network and first-party transaction data to form a more uniform offering.

Note 3—Business Segment Information

The Company has four reportable business segments, NRS, Fintech, net2phone, and Traditional Communications.

The NRS segment is an operator of a nationwide point-of-sale (“POS”) network providing independent retailers with POS equipment, store management software, electronic payment processing, and other ancillary merchant services. NRS’ POS platform provides marketers with digital out-of-home advertising and transaction data.

The Fintech segment is comprised of: (i) BOSS Money, a provider of international money remittance and related value/payment transfer services; (ii) IDT Financial Services Limited (“IDT Financial Services”), a Gibraltar-based bank; (iii) IDT Services Limited (“IDTS”), a Malta-based electronic money institution; and (iv) other, significantly smaller, financial services businesses, including a variable interest entity (“VIE”) that processes disbursement payments (the “Disbursement Payments VIE”).

The net2phone segment is an AI-powered business communications solutions provider focused on optimizing customer interactions, with a focus on small enterprise and mid-market customers across North and South America. net2phone’s key offerings include: UNITE - an AI-powered communications platform; uContact – an omnichannel contact center platform; AI Agent – an agentic AI service that automates customer interactions; and Coach AI – a provider of real-time agent guidance and conversational intelligence.

The Traditional Communications segment includes: (i) IDT Digital Payments, which enables customers to transfer airtime and bundles of airtime, messaging, and data to international and domestic mobile accounts; (ii) IDT Global, a wholesale provider of international voice and SMS termination and outsourced traffic management solutions to telecoms worldwide; and (iii) BOSS Revolution, an international long-distance calling service marketed primarily to immigrant communities in the United States and Canada. Traditional Communications also includes other small businesses and offerings including early-stage business initiatives and mature businesses in harvest mode.

The Company’s reportable segments are distinguished by types of service, customers, and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision maker (“CODM”), which is a group of the Company’s executives that includes the Chairman of the Board of Directors, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer. The Company’s CODM uses actual and budgeted income (loss) from operations to evaluate the performance of the business segments and allocate resources, including capital allocations, primarily by monitoring actual results compared to prior periods and expected results. The accounting policies of the segments are the same as the accounting policies of the Company as a whole. There are no significant asymmetrical allocations to segments. The Company evaluates the performance of its business segments based primarily on income (loss) from operations.

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Corporate costs mainly include compensation, consulting fees, treasury, tax and accounting services, human resources, corporate purchasing, corporate governance including Board of Directors’ fees, internal and external audit, investor relations, corporate insurance, corporate legal, and other corporate-related general and administrative expenses. Corporate does not generate any revenues, nor does it incur any direct cost of revenues.

Operating results for the business segments of the Company are included in the tables below. The significant expense categories align with the segment-level information that is regularly provided to the CODM. The significant expense categories include depreciation and amortization. Other segment items, which is the difference between segment revenues less the segment expenses disclosed and segment income (loss) from operations, includes severance expense and other operating expense, net. The reconciliation of the total income (loss) from operations to income before income taxes is reflected in the condensed consolidated statements of income.

Operating results for the business segments of the Company were as follows:

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Note 4—Revenue Recognition

The Company earns revenue from contracts with customers primarily through the provision of retail telecommunications, mobile top-up, payment offerings, as well as wholesale international voice and SMS termination services. NRS generates revenue primarily from point-of-sale ("POS") terminal sales, Software as a Service ("SaaS") plans, payment processing, digital advertising, and data and analytics services, which are generally recognized at a point in time when control of the goods or services transfers, except for subscription services that are recognized over time. net2phone earns revenue primarily from cloud-based communications, unified communications as a service (“UCaaS”), contact center as a service (“CCaaS”) solution and AI Agent and Coach solutions, which are recognized over time as services are provided. BOSS Money and IDT Digital Payments revenues are recognized at a point in time when transactions are completed. Traditional Communications offerings consist primarily of minute-based, paid-voice services, with revenue recognized at a point in time as usage occurs.

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Disaggregated Revenues

The following table shows the Company’s revenues disaggregated by business segment and service offered to customers:

The following table shows the Company’s revenues disaggregated by geographic region, which is determined based on selling location:

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Remaining Performance Obligations

The following table includes revenue by business segment expected to be recognized in the future from performance obligations that were unsatisfied or partially unsatisfied as of April 30, 2026. The table excludes contracts that had an original expected duration of one year or less.

Accounts Receivable and Contract Balances

The timing of revenue recognition may differ from the time of billing to the Company’s customers. Trade accounts receivable in the Company’s condensed consolidated balance sheets represent unconditional rights to consideration. The Company records a contract asset when revenue is recognized in advance of its right to bill and receive consideration. The Company has not currently identified any contract assets.

Contract liabilities arise when the Company receives consideration or bills its customers prior to providing the goods or services promised in the contract. The Company’s contract liability balance is primarily payments received for BOSS Revolution prepaid products and services. Contract liabilities are recognized as revenue when services are provided to the customer. The contract liability balances are presented in the Company’s condensed consolidated balance sheets as “Deferred revenue.”

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The following table presents revenue recognized during the period from amounts included in the Company’s contract liability balance at the beginning of the period:

Receivables and contract balances from contracts with customers during the nine months ended April 30, 2026 and 2025 were as follows:

Deferred Customer Contract Acquisition and Fulfillment Costs

The Company recognizes as an asset its incremental costs of obtaining a contract with a customer that it expects to recover. The Company’s incremental costs of obtaining a contract with a customer are sales commissions paid to employees and third parties on sales to end users. If the amortization period were one year or less for the asset that would be recognized from deferring these costs, the Company applies the practical expedient whereby the Company charges these costs to expense when incurred.

The Company’s costs to fulfill its contracts do not meet the criteria to be recognized as an asset, therefore these costs are charged to expense as incurred.

The Company’s deferred customer contract acquisition costs were as follows:

The Company’s amortization of deferred customer contract acquisition costs during the periods were as follows:

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Note 5—Leases

The Company’s leases primarily consist of operating leases for office space. These leases have remaining terms ranging from less than one year to approximately five years. Certain of these leases contain renewal options that may be exercised and/or options to terminate the lease prior to expiration. The Company has concluded that it is not reasonably certain that it would exercise any of these options.

Supplemental disclosures related to the Company’s operating leases were as follows:

In the nine months ended April 30, 2026 and 2025, the Company obtained right-of-use assets of $0.1 million and $0.4 million, respectively, in exchange for new operating lease liabilities.

The Company’s aggregate operating lease liability was as follows:

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Future minimum maturities of operating lease liabilities were as follows:

Note 6—Cash, Cash Equivalents, and Restricted Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents reported in the condensed consolidated balance sheets that equal the total of the same amounts reported in the condensed consolidated statements of cash flows:

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Certain of the electronic money financial services regulations in Gibraltar require IDT Financial Services to safeguard cash held for customer deposits, segregate cash held for customer deposits from any other cash that IDT Financial Services holds and utilize the cash only for the intended payment transaction. In addition, the Disbursement Payments VIE is contractually required to use customer funds only for the customers’ pending money disbursements. IDTS is subject to similar regulatory obligations under the Maltese financial services regulations, which also mandate the safeguard of electronic money, the segregation of the cash held for customer deposits from any other cash that IDTS holds and utilize the cash only for the intended payment transaction.

Note 7—Debt Securities

The following is a summary of available-for-sale debt securities:

The gross unrealized losses in the table above are recorded in “Accumulated other comprehensive loss” in the condensed consolidated balance sheets. As of April 30, 2026, the Company determined that the unrealized losses were due to changes in interest rates or market liquidity and were not due to credit losses. In addition, as of April 30, 2026 and July 31, 2025, the Company did not intend to sell any of the securities with unrealized losses, and it is not more likely than not that the Company will be required to sell any of these securities before recovery of the unrealized losses, which may be at maturity.

Proceeds from maturities and sales of debt securities and redemptions of equity investments were $34.6 million and $35.0 million in the nine months ended April 30, 2026 and 2025, respectively. Realized gains or realized losses from sales of debt securities were not material in the nine months ended April 30, 2026 and 2025.

The contractual maturities of the Company’s available-for-sale debt securities at April 30, 2026 were as follows:

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The following table includes the fair value of the Company’s available-for-sale debt securities that were in an unrealized loss position:

The following available-for-sale debt securities included in the table above were in a continuous unrealized loss position for 12 months or longer:

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Note 8—Equity Investments

Equity investments consist of the following:

Howard Jonas, the Chairman of the Company and the Chairman of the Company’s Board of Directors is also the Vice-Chairman of the Board of Directors of Zedge, Inc. (“Zedge”) and the Chairman of the Board of Directors, Executive Chairman, Chief Executive Officer and President of Rafael Holdings, Inc. (“Rafael”).

In June 2025, pursuant to a Rafael rights offering, the Company purchased 168,122 shares of Rafael Class B common stock for an aggregate of $0.2 million.

In June 2016, upon the acquisition of Visa Europe Limited by Visa, Inc. (“Visa”), IDT Financial Services received 1,830 shares of Visa Series C Preferred among other consideration. In July 2024, in connection with Visa’s mandatory release assessment, the Company received 33 shares of Visa’s Series A Preferred. In August 2024, the 33 shares of Visa Series A Preferred were converted into 3,300 shares of Visa Class A common stock, which the Company sold for $0.9 million.

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The changes in the carrying value of the Company’s equity investments without readily determinable fair values for which the Company elected the measurement alternative was as follows:

The Company adjusted the carrying value of the shares of Visa Series C Preferred it held based on the fair value of Visa Class A common stock, including a discount for lack of current marketability, which is classified as “Adjustment for observable transactions involving a similar investment from the same issuer” in the table above. The Certificate of Designation with respect to the shares of Visa Series C Preferred restricts the transferability of the shares, there is no public market for the shares, and none is expected to develop. The shares become fully convertible into shares of Visa Class A common stock in June 2028.

In January 2026, the Company acquired an equity interest in a privately-owned Israeli company, for total consideration of $1.0 million, consisting of $500,000 paid at closing and an additional $500,000 payable upon the successful launch of the investee’s mobile application. The investment is accounted for under the measurement alternative in accordance with ASC 321, Investments—Equity Securities, because the investment does not have a readily determinable fair value and the Company does not have significant influence over the investee.

Unrealized (losses) gains for all equity investments measured at fair value included the following:

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The unrealized (losses) gains and for all equity investments measured at fair value in the table above included the following:

Equity Method Investment

The Company has an investment in shares of convertible preferred stock of MarketSpark, Inc., a communications company (“MarketSpark”). As of both April 30, 2026 and July 31, 2025, the Company’s ownership was 33.4% of MarketSpark’s outstanding shares on an as converted basis. The Company accounts for this investment using the equity method since the Company can exercise significant influence over the operating and financial policies of MarketSpark but does not have a controlling interest.

The Company determined that on the dates of the acquisitions of MarketSpark’s shares, there were differences between its investment in MarketSpark and its proportional interest in the equity of MarketSpark of an aggregate of $8.2 million, which represented the share of MarketSpark’s customer list on the dates of the acquisitions attributed to the Company’s interest in MarketSpark. These basis differences are being amortized over the 6-year estimated life of the customer list. In the accompanying condensed consolidated statements of income, amortization of equity method basis difference is included in the equity in the net loss of investee, which is recorded in “Other income, net” (see Note 18).

The following table summarizes the change in the balance of the Company’s equity method investment:

In February 2025, the Company entered into a loan agreement with MarketSpark to provide a revolving credit facility with an aggregate principal amount of up to $2.0 million. Borrowings under the facility bear interest at 12% per annum payable semiannually, and are due and payable in February 2027. In February 2025, the Company loaned MarketSpark $0.5 million under the revolving credit facility. In May 2025, June 2025 and July 2025, the Company loaned MarketSpark an additional aggregate amount of $1.4 million. As of April 30, 2026, $1.9 million of principal was outstanding under the revolving credit facility.

Because the Company has committed to provide up to $2.0 million in funding to MarketSpark under the revolving credit facility described above, the Company continues to recognize its share of MarketSpark’s losses even after the carrying value of its investment has been reduced to zero, up to the amount of its funding commitment.

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Note 9—Fair Value Measurements

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis:

Level 1 – quoted prices in active markets for identical assets or liabilities

Level 2 – observable inputs other than quoted prices in active markets for identical assets and liabilities

Level 3 – no observable pricing inputs in the market

At April 30, 2026 and July 31, 2025, the Company had $4.2 million and $3.0 million, respectively, in investments in hedge funds, which were included in noncurrent “Equity investments” in the accompanying condensed consolidated balance sheets. The Company’s investments in hedge funds were accounted for using the equity method, therefore they were not measured at fair value.

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The following table summarizes the change in the balance of the Company’s assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

The following table summarizes the change in the balance of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

Fair Value of Other Financial Instruments

The estimated fair value of the Company’s other financial instruments was determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting these data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

Cash and cash equivalents, restricted cash and cash equivalents, settlement assets, disbursement prefunding, other current assets, customer funds deposits, settlement liabilities, and other current liabilities. At April 30, 2026 and July 31, 2025, the carrying amount of these assets and liabilities approximated fair value because of the short period of time to maturity. The fair value estimates for cash, cash equivalents, and restricted cash and cash equivalents were classified as Level 1 and settlement assets, disbursement prefunding, other current assets, customer funds deposits, settlement liabilities, and other current liabilities were classified as Level 2 of the fair value hierarchy.

Other assets and other liabilities. At April 30, 2026 and July 31, 2025, the carrying amount of these assets and liabilities approximated fair value. The fair values were estimated based on the Company’s assumptions, which were classified as Level 3 of the fair value hierarchy.

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Note 10—Variable Interest Entity

The Company is the primary beneficiary of the Disbursement Payments VIE. The Company consolidates the Disbursement Payments VIE because it has the power to direct the activities of the VIE that most significantly impact its economic performance, and has the obligation to absorb losses of, and the right to receive benefits from, the Disbursement Payments VIE that could potentially be significant to it. The Company does not currently own any equity interest in the Disbursement Payments VIE and thus the net income incurred by the Disbursement Payments VIE was attributed to noncontrolling interests in the accompanying condensed consolidated statements of income.

The Disbursement Payments VIE’s net income and aggregate funding provided by the Company were as follows:

The Disbursement Payments VIE’s summarized consolidated balance sheet amounts are as follows:

The Disbursement Payments VIE’s assets may only be used to settle the Disbursement Payments VIE’s obligations and may not be used for other consolidated entities. The Disbursement Payments VIE’s liabilities are non-recourse to the general credit of the Company’s or its other consolidated entities.

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Note 11—Other Operating Income (Expense), Net

The following table summarizes the other operating income (expense), net by business segment:

Straight Path Communications Inc. Class Action

The Company and other parties were named in a putative class action and derivative complaint related to Straight Path Communications Inc. filed in the Court of Chancery of the State of Delaware. The Court dismissed all claims against the Company, and found that, contrary to the plaintiffs’ allegations, the class suffered no damages. The plaintiffs filed an appeal to which the Company answered. Oral argument was held on October 22, 2025, and on December 3, 2025, the Delaware Supreme Court affirmed the favorable decision of the Court of Chancery that dismissed all claims against the Company and found that Plaintiff and the class suffered no damages.

Note 12—Revolving Credit Facility

IDT Telecom, Inc. (“IDT Telecom”), a subsidiary of the Company, maintains a $25.0 million revolving credit facility with TD Bank, N.A. which was scheduled to mature on May 16, 2026. Effective May 12, 2026, the Company obtained an extension of the maturity date to July 15, 2026, and is currently in the process of renewing the facility. The revolving credit facility is secured by substantially all of IDT Telecom’s assets and bears interest at the secured overnight financing rate (“SOFR”) plus a margin of 125-175 basis points, depending on leverage. Interest is payable monthly, and all outstanding principal and any accrued and unpaid interest. At April 30, 2026 and July 31, 2025, there were no amounts outstanding under this facility. During the nine months ended April 30, 2026 and 2025, IDT Telecom borrowed and repaid $21.4 million and $24.6 million, respectively. IDT Telecom is required to comply with various affirmative and negative covenants as well as maintain certain targets based on financial ratios during the term of the revolving credit facility. As of April 30, 2026 and July 31, 2025, IDT Telecom was in compliance with all of the covenants.

Note 13—Redeemable Noncontrolling Interest

On September 29, 2021, NRS sold shares of its Class B common stock representing 2.5% of its outstanding capital stock on a fully diluted basis to Alta Fox Opportunities Fund LP (“Alta Fox”) for cash of $10.0 million. Alta Fox has the right to request that NRS redeem all or any portion of the NRS common shares that it purchased at the per share purchase price during a period of 182 days following the fifth anniversary of this transaction. The redemption right shall terminate upon the consummation of (i) a sale of NRS or its assets for cash or securities that are listed on a national securities exchange, (ii) a public offering of NRS’ securities, or (iii) a distribution of NRS’ capital stock following which NRS’ common shares are listed on a national securities exchange.

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The shares of NRS’ Class B common stock sold to Alta Fox have been classified as mezzanine equity in the accompanying condensed consolidated balance sheets because they may be redeemed at the option of Alta Fox, although the shares are not mandatorily redeemable. The carrying amount of the shares includes the noncontrolling interest in the net income of NRS. The net income attributable to the mezzanine equity’s noncontrolling interest during the periods were as follows:

Note 14—Equity

Dividend Payments

In the nine months ended April 30, 2026 and 2025, the Company paid aggregate cash dividends of $0.19 and $0.16 per share, respectively, on the Company’s Class A and Class B common stock. In the nine months ended April 30, 2026 and 2025, the Company paid aggregate cash dividends of $4.8 million and $4.0 million, respectively.

On May 29, 2026, the Company’s Board of Directors declared a cash dividend on its Class A and Class B common stock of $0.07 per share payable on or about June 18, 2026 to stockholders of record as of the close of business on June 9, 2026.

Stock Repurchases

The Company has an existing stock repurchase program authorized by its Board of Directors for the repurchase of shares of the Company’s Class B common stock. In January 2016, the Board of Directors authorized the repurchase of up to 8.0 million shares in the aggregate. In the nine months ended April 30, 2026, the Company repurchased 391,186 shares of its Class B common stock for an aggregate purchase price of $19.0 million. In the nine months ended April 30, 2025, the Company repurchased 221,823 shares of its Class B common stock for an aggregate purchase price of $10.1 million. At April 30, 2026, 3.8 million shares remained available for repurchase under the stock repurchase program.

Shares Withheld for Employee Taxes

In the nine months ended April 30, 2026 and 2025, the Company withheld 10,852 and 157,180 shares, valued at $0.5 million and $7.7 million, respectively, of the Company’s Class B common stock from employees to satisfy the employees’ tax withholding obligations in connection with the vesting of deferred stock units (“DSUs”) and the lapsing of restrictions on restricted stock. The value of the shares is based on the fair market value as of the close of business on the trading day immediately prior to the vesting date. These shares are not repurchased under the Company’s share repurchase program.

2024 Equity Incentive Plan

The 2024 Equity Incentive Plan is intended to provide incentives to officers, employees, directors, and consultants of the Company, including stock options, stock appreciation rights, DSUs, and restricted stock. At July 31, 2025, the Company had 250,000 shares of Class B common stock reserved for the grant of awards under the 2024 Equity Incentive Plan of which 23,934 shares were available for future grants. In September 2025, the Company’s Board of Director’s approved an amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by an additional 175,000 shares, which was approved by the Company’s stockholders at its annual meeting in December 2025.

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2025 Equity Growth Program

On September 18, 2025, the Company granted 109,975 DSUs to certain of its executive officers, employees, and consultants under the 2025 Equity Growth Program (under its 2024 Equity Incentive Plan). The DSUs which convert into Class B common stock upon vesting, vest in three substantially equal installments, the first was in February 2026, and the others are February 2027, and February 2028, subject to continued service. In February 2026, which represented the first vesting date under the program, the Company issued 26,681 shares of its Class B common stock based on vesting of prior grants and elections made by grantees with respect to the vesting dates. To satisfy statutory tax withholding obligations, the Company withheld 10,852 shares and remitted cash to the tax authorities in lieu of delivering those shares, recording the withheld shares as treasury stock. The number of shares issuable on each vesting date vary based on the market price of Class B common stock relative to the grant price, ranging from 50% to 267%, and up to 400% for certain executive officers. Grantees may elect to defer vesting to the next scheduled vesting date for some or all DSUs. The Company estimated that the fair value of the DSUs on the date of grant was $13.3 million, which is being recognized on a graded vesting basis over the requisite service periods ending in February 2028. The Company used a risk neutral Monte Carlo simulation method in its valuation of the DSUs, which simulated the range of possible future values of the Company’s Class B common stock over the life of the DSUs. The weighted average grant date fair value per DSU was $120.70. At April 30, 2026, there was $7.4 million of total unrecognized compensation cost related to non-vested DSUs.

NRS Restricted Common Stock

Effective as of June 30, 2022, restricted shares of NRS’ Class B common stock representing 1.2% of its outstanding capital stock on a fully diluted basis were granted to certain NRS employees. The restrictions on the shares lapse in three installments, the first was in June 2024, and the others were scheduled to vest in June 2026, and *June 2027 (*see “Exchange of NRS Restricted Common Stock for IDT DSUs” below). The estimated fair value of the restricted shares on the grant date was $3.3 million, which is recognized over the vesting period.

Exchange of NRS Restricted Common Stock for IDT DSUs

On January 21, 2026, the Company exchanged unvested shares of NRS Restricted Common Stock, representing approximately 0.71% of NRS on a fully diluted basis and 0.73% on an outstanding basis, held by certain employees for an aggregate of 72,182 DSUs of the Company. The DSUs are subject to the same terms and conditions as DSUs previously issued under the Company’s 2025 Equity Growth Program and vest in three substantially equal tranches, the first of which was in February 2026, and the others of which are in February 2027, and February 2028.

The transaction was accounted for as a modification under ASC 718, Compensation—Stock Compensation. The fair value of the DSUs granted was estimated at approximately $4.2 million, resulting in incremental compensation cost of approximately $0.6 million.

Amended and Restated Employment Agreement with Abilio (“Bill”) Pereira

On December 21, 2023, the Company entered into an Amended and Restated Employment Agreement with Bill Pereira, the Company’s President and Chief Operating Officer. The agreement provides for, among other things, certain equity grants and a contingent bonus subject to the completion of certain financial milestones as set forth in the agreement. In fiscal 2025, two of these milestones were achieved, for which the Company issued to Mr. Pereira 39,155 shares of its Class B common stock in the three months ended April 30, 2024 with an issue date value of $1.5 million, and the Company issued to Mr. Pereira 39,155 shares of its Class B common stock in the three months ended October 31, 2024 with an issue date value of $1.8 million. In the three months ended April 30, 2025, the Company accrued $1.0 million in connection with the achievement of an additional milestone, which is payable in cash over 3 years.

Note 15—Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted earnings per share is computed in the same manner as basic earnings per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increase is anti-dilutive.

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The weighted-average number of shares used in the calculation of basic and diluted earnings per share attributable to the Company’s common stockholders consists of the following:

There were no shares excluded from the calculation of diluted earnings per share in the three and nine months ended April 30, 2026 and 2025.

Note 16—Accumulated Other Comprehensive Loss

The accumulated balances for each classification of other comprehensive loss were as follows:

Note 17—Commitments and Contingencies

Legal Proceedings

As disclosed in the 2025 Form 10-K, the Company and other parties were named in a putative class action and derivative complaint related to Straight Path Communications Inc. filed in the Court of Chancery of the State of Delaware. The Court dismissed all claims against the Company, and found that, contrary to the plaintiffs’ allegations, the class suffered no damages. The plaintiffs filed an appeal to which the Company answered. Oral argument was held on October 22, 2025, and on December 3, 2025, the Delaware Supreme Court affirmed the favorable decision of the Court of Chancery that dismissed all claims against the Company and found that Plaintiff and the class suffered no damages.

In addition to the foregoing, the Company is subject to other legal proceedings that have arisen in the ordinary course of business and have not been finally adjudicated. Although there can be no assurance in this regard, the Company believes that none of the other legal proceedings to which the Company is a party will have a material adverse effect on the Company’s results of operations, cash flows, or financial condition.

Sales Tax Contingency

On June 21, 2018, the United States Supreme Court rendered a decision in South Dakota v. Wayfair, Inc., holding that a state may require a remote seller with no physical presence in the state to collect and remit sales tax on goods and services provided to purchasers in the state, overturning certain existing court precedent. It is possible that one or more jurisdictions may assert that the Company has liability for periods for which it has not collected sales, use or other similar taxes, and if such an assertion or assertions were successful it could materially and adversely affect the Company’s business, financial position, and operating results. One or more jurisdictions may change their laws or policies to apply their sales, use or other similar taxes to the Company’s operations, and if such changes were made it could materially and adversely affect the Company’s business, financial position, and operating results.

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Purchase Commitments

At April 30, 2026, the Company had purchase commitments of $11.5 million primarily for equipment and services.

Performance Bonds

The Company has performance bonds issued through third parties for the benefit of various states in order to comply with the states’ financial requirements for money remittance licenses and telecommunications resellers. At April 30, 2026 and July 31, 2025, the Company had aggregate performance bonds outstanding of $24.6 million and $33.8 million, respectively.

Note 18—Other Income, Net

Other income, net consists of the following:

Note 19—Income Taxes

The Company’s provision for income taxes as a percentage of pretax earnings (“effective tax rate”) was mainly due to differences in the amount of taxable income earned in various taxing jurisdictions. For the nine months ended April 30, 2026 and 2025, the Company’s effective tax rate was 24.4% and 25.5%, respectively.

Note 20—Defined Contribution Plan

The Company maintains a 401(k) Plan available to all employees meeting certain eligibility criteria. The plan permits participants to contribute up to the maximum amount allowed by law. The plan provides for discretionary matching contributions that vest over the first five years of employment. The Company contributed cash of $1.1 million in the three and nine months ended April 30, 2026 and 2025 to the Company’s 401(k) Plan for matching contributions.

Note 21—Recently Issued Accounting Standards Not Yet Adopted

In September 2025, the FASB issued ASU 2025-06 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the accompanying condensed consolidated financial statements and the associated notes thereto of this Quarterly Report, and the audited consolidated financial statements and the notes thereto and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (the “2025 Form 10-K”) filed with the United States Securities and Exchange Commission (or SEC).

As used below, unless the context otherwise requires, the terms “the Company,” “IDT,” “we,” “us,” and “our” refer to IDT Corporation, a Delaware corporation, its predecessor, International Discount Telecommunications, Corp., a New York corporation, and their subsidiaries, collectively.

Recently Issued Accounting Standards Not Yet Adopted

In September 2025, the FASB issued ASU 2025-06 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements.

Results of Operations

We evaluate the performance of our business segments based primarily on income (loss) from operations. Accordingly, the income and expense line items below income (loss) from operations are only included in our discussion of the consolidated results of operations.

As of April 30, 2026, we owned 94.0% of the outstanding shares of our subsidiary, net2phone 2.0, Inc., or net2phone 2.0, which owns and operates the net2phone segment, and 82.3% of the outstanding shares of National Retail Solutions, Inc. or NRS. On a fully diluted basis assuming all the vesting criteria related to various rights granted have been met, we would own 89.9% of the equity of net2phone 2.0 and 80.2% of the equity of NRS.

Explanation of Performance Metrics

Our results of operations discussion may include the following performance metrics:

• for NRS: active point-of-sale, or POS, terminals, payment processing accounts, recurring revenue, and monthly average recurring revenue per terminal;
• for the BOSS Money business within the Fintech segment: digital and retail transactions, digital and retail revenue, average BOSS Money revenue per transaction, and send volume;
• for net2phone: seats and subscription revenue; and
• for Traditional Communications: minutes of use.

NRS utilizes two performance metrics to measure the size of its customer base: active POS terminals and payment processing accounts. Active POS terminals are the number of POS terminals that have completed at least one transaction in the calendar month. It excludes POS terminals that have not been fully installed by the end of the month. Payment processing accounts are accounts that can generate revenue. It excludes accounts that have been approved but not activated.

In addition to the foregoing, NRS uses recurring revenue and monthly average recurring revenue per terminal as performance metrics. NRS recurring revenue is NRS’ revenue in accordance with U.S. GAAP, excluding its revenue from POS terminal sales. Monthly average recurring revenue per terminal is recurring revenue divided by the average number of active POS terminals in the relevant period, divided further by the number of months in the relevant period. Trends and comparisons between periods for these metrics are used in the analysis of revenue, direct cost of revenue, and gross profit.

BOSS Money uses several performance metrics including transactions, average revenue per transaction, and send volume, to evaluate customer usage and revenue productivity. Transactions represent the number of remittance transfers processed during the period, average revenue per transaction is calculated by dividing BOSS Money revenue by the number of transactions, and send volume represents the aggregate amount of principal remitted by customers. Trends and comparisons between periods for these metrics are used in the analysis of revenue, direct cost of revenue, and gross profit.

net2phone’s UNITE (UCaaS), and uContact (CCaaS) offerings are priced on a per-seat basis, with customers paying based on the number of users in their organization. net2phone AI Agent and Coach (an AI-based contact center performance optimization tool) offerings are priced according to fixed bundles of interaction credits. net2phone’s subscription revenue is its revenue in accordance with U.S. GAAP including its AI Agent bundle offering but excluding its equipment revenue and revenue generated by a legacy SIP trunking offering in Brazil. Trends and comparisons between periods for these metrics are used in the analysis of revenue, direct cost of revenue, and gross profit.

Minutes of use is a nonfinancial metric that measures aggregate customer usage during a reporting period. Minutes of use is an important factor in BOSS Revolution’s and IDT Global’s revenue recognition since satisfaction of our performance obligation occurs when the customer uses our service. Minutes of use trends and comparisons between periods are used in the analysis of revenues, direct cost of revenues, and gross profits.

Three and Nine Months Ended April 30, 2026 Compared to Three and Nine Months Ended April 30, 2025

NRS Segment

NRS, which represented 12.0% and 10.3% of our total revenues in the three months ended April 30, 2026 and 2025, respectively, and 11.9% and 10.3% of our total revenues in the nine months ended April 30, 2026 and 2025, respectively, operates a POS network in the United States and Canada that provides independent retailers with POS equipment, store management software, electronic payment processing, and other ancillary merchant services. NRS’ POS platform also provides marketers with retail media advertising and transaction data.

Revenues. Revenues increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods. These increases were driven primarily by continued growth in recurring revenue, reflecting the expansion of NRS’ retailer network, increased penetration of payment processing services, improved payment processing economics, retail customers' increasing use of credit/debit cards rather than cash, and increased software revenue per terminal as retailers increasingly adopted premium software as a service (SaaS) features and functionalities.

Direct Cost of Revenues**.** Direct cost of revenues increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods, driven primarily by higher direct costs associated with the increased scope of NRS’ operations and increased sales, including increased costs related to POS terminal sales and merchant services.

Selling, General and Administrative**.** Selling, general and administrative expense increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods. These increases were primarily driven by increases in personnel-related costs and other operating expenses supporting NRS’ continued growth. As a percentage of NRS’ revenue, NRS’ selling, general and administrative expense decreased to 61.5% from 64.2% in the three months ended April 30, 2026 and 2025, and to 60.1% from 61.4% in the nine months ended April 30, 2026 and 2025, respectively

Technology and Development**.** Technology and development expense increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods. These increases were primarily driven by general ongoing business investments to develop premium software services provided through the NRS platform, and in other development and operations supporting our business platforms.

Fintech Segment

Fintech, which represented 14.3% and 12.8% of our total revenues in the three months ended April 30, 2026 and 2025, respectively, and 13.4% and 12.3% of our total revenues in the nine months ended April 30, 2026 and 2025, respectively, is comprised of: (i) BOSS Money, a provider of international money remittance and related value/payment transfer services; (ii) IDT Financial Services Limited, or IDT Financial Services, a Gibraltar-based bank; (iii) IDT Services Limited (“IDTS”), a Malta-based electronic money institution; and (iv) other, significantly smaller, financial services businesses, including a variable interest entity (“VIE”), that processes disbursement payments, which we refer to as the Disbursement Payments VIE.

Revenues. Revenues from BOSS Money increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods. These increases were driven by higher digital transaction volumes initiated on the BOSS Money and BOSS Revolution Calling apps in addition to higher foreign currency exchange revenues to select regions, mainly Guatemala and Mexico. BOSS Money continued to benefit from cross-marketing to BOSS Revolution and IDT Digital Payments retail customers.

Direct Cost of Revenues**.** Direct cost of revenues increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods primarily due to increases in BOSS Money’s direct cost of revenues, consistent with the growth in Boss Money revenue. As transaction volumes increase associated payout and processing fees also increase, partially offset by us reducing the transaction fee that we pay to our money transfer payors.

Selling, General and Administrative**.** Selling, general and administrative expense increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods. These increases primarily reflected higher debit and credit card processing charges, chargebacks, and other operating costs associated with growth in BOSS Money’s digital transaction activity. As a percentage of Fintech’s revenue, Fintech’s selling, general and administrative expense increased to 44.8% from 41.5% in the three months ended April 30, 2026 and 2025, respectively, and decreased to 42.7% from 43.0% in the nine months ended April 30, 2026 and 2025, respectively.

Technology and Development**.** Technology and development expense increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods. These modest increases primarily reflected higher depreciation and amortization expense, partially offset by lower employee compensation and development-related costs.

net2phone Segment

The net2phone segment, which represented 7.7% and 7.3% of our total revenues in the three months ended April 30, 2026 and 2025, respectively, and 7.5% and 7.1% of our total revenues in the nine months ended April 30, 2026 and 2025, respectively, is comprised of net2phone’s communications and workflow solutions including its UCaaS, CCaaS, net2phone AI Agent and Coach solutions.

Revenues. net2phone’s revenues increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods primarily due to increased UCaaS and CCaaS services revenue, reflecting an increase in seats served during the respective periods. The increase was augmented by the impact of the increase in relatively higher revenue per seat CCaaS seats served, as well as by the positive foreign currency impact of strengthening local currencies versus the U.S. dollar in certain Latin American markets.

Direct Cost of Revenues**.** Direct cost of revenues increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods primarily due to the costs incurred serving the expanded number of seats served. Direct costs increased slightly more slowly than revenue, as a result of the relatively rapid growth of CCaaS seats compared to UCaaS.

Selling, General and Administrative**.** Selling, general and administrative expense increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods. These increases were primarily driven by higher sales commissions and depreciation and amortization, partially offset by decreases in marketing, consulting and bad debt expenses. As a percentage of net2phone’s revenues, net2phone’s selling, general and administrative expense decreased to 58.0% from 59.1% in the three months ended April 30, 2026 and 2025, respectively, and to 58.4% from 60.1% in the nine months ended April 30, 2026 and 2025, respectively.

Technology and Development**.** Technology and development expense increased modestly in the three and nine months ended April 30, 2026 from the comparative prior-year periods. While certain costs, including developing net2phone's AI offerings, employee compensation, software licenses and maintenance, cloud services, and depreciation and amortization increased, these were largely offset by disciplined cost management and the timing of project-related expenditures, resulting in overall modest increased expenses for the period.

Traditional Communications Segment

The Traditional Communications segment, which represented 66.0% and 69.6% of our total revenues in the three months ended April 30, 2026 and 2025, respectively, and 67.1% and 70.3% of our total revenues in the nine months ended April 30, 2026 and 2025, respectively, includes: (i) IDT Digital Payments, which enables customers to transfer airtime and bundles of airtime, messaging, and data to international and domestic mobile accounts; (ii) IDT Global, a wholesale provider of international voice and SMS termination and outsourced traffic management solutions to telecoms worldwide; and (iii) BOSS Revolution, an international long-distance calling service marketed primarily to immigrant communities in the United States and Canada.. Traditional Communications also includes other small businesses and offerings including early-stage business initiatives and mature businesses in harvest mode.

IDT Digital Payments and BOSS Revolution are sold directly to consumers and through the BOSS Money and BOSS Revolution apps as well as through distributors and retailers. We receive payments for BOSS Revolution and IDT Digital Payments prior to providing the services. We recognize the revenue when services are provided to the customer. Traditional Communications’ revenues tend to be somewhat seasonal, with the second fiscal quarter (which contains Christmas and New Year’s Day) and the fourth fiscal quarter (which contains Mother’s Day and Father’s Day) typically showing higher minute volumes. IDT Global's revenue is generally recognized as minutes are terminated and for SMS when messages are transmitted, in accordance with wholesale carrier agreements. Customers are typically invoiced in arrears and settle balances on a periodic basis following the completion of services.

Revenues. Revenues for the Traditional Communications segment decreased in the three months ended April 30, 2026 and increased in the nine months ended April 30, 2026 from the comparative prior-year periods. The decrease in revenues for the three-month period was driven primarily by declines in BOSS Revolution and Other revenues, which more than offset increased revenues from IDT Digital Payments and IDT Global. The decline in BOSS Revolution revenues reflected industry-wide trends, including the proliferation of unlimited calling plans and free over-the-top voice and messaging services, which have reduced demand for prepaid international calling plans. The decrease in Other revenues reflected lower demand across certain legacy offerings. The increases in IDT Digital Payments revenues reflected higher transaction volumes and continued growth in digital payment channels. IDT Global revenues increased primarily due to higher international long-distance traffic volumes to certain locations carried by IDT Global and SMS wholesale growth.

The increase in revenues for the nine-month period was driven primarily by higher revenues from IDT Digital Payments and IDT Global, which more than offset declines in BOSS Revolution and Other revenues. IDT Digital Payments revenues increased due to higher transaction volumes and continued growth in digital payment channels, while IDT Global revenues increased primarily due to higher international long-distance traffic volumes and improved product mix. The decline in BOSS Revolution revenues reflected industry-wide trends, including the proliferation of unlimited calling plans and free over-the-top voice and messaging services, which have reduced demand for prepaid international calling plans. The decrease in Other revenues reflected lower demand across certain legacy offerings.

Direct Cost of Revenues**.** Direct cost of revenues increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods, reflecting higher minutes of use for IDT Global and associated network and carrier costs offset by lower minutes of use and associated network and settlement costs in BOSS Revolution.

Selling, General and Administrative**.** Selling, general and administrative expense decreased in the three and nine months ended April 30, 2026 from the comparative prior-year periods. The decreases reflect decreases in sales commissions and debit and credit processing charges, partially offset by minor fluctuations in bad debt expense. As a percentage of Traditional Communications’ revenue, Traditional Communications’ selling, general and administrative expense decreased to 8.6% from 9.8% in the three months ended April 30, 2026 and 2025, respectively, and decreased to 8.9% from 9.3% in the nine months ended April 30, 2026 and 2025, respectively.

Technology and Development**.** Technology and development expense increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods. Modest increases in certain operating costs were partially offset by decreases in employee compensation, cloud services, and depreciation and amortization expense, resulting in overall modest increases for the periods.

Corporate

Corporate costs mainly include compensation, consulting fees, treasury, tax and accounting services, human resources, corporate purchasing, corporate governance including Board of Directors’ fees, internal and external audit, investor relations, corporate insurance, corporate legal, and other corporate-related general and administrative expenses. Corporate does not generate any revenues, nor does it incur any direct cost of revenues.

General and Administrative**.** Corporate general and administrative expense increased in the three and nine months ended April 30, 2026 from the comparative prior-year periods. These increases primarily reflect employee-related costs and overhead expenses during the periods. As a percentage of our consolidated revenues, As a percentage of consolidated revenue, corporate general and administrative expense was 0.9% and 0.9% in the three months ended April 30, 2026 and 2025, respectively, and 1.0% and 0.9% in the nine months ended April 30, 2026 and 2025, respectively.

Other Operating Expense, net**.** Other operating expense consists primarily of legal fees in excess of related insurance proceeds. Management views these proceeds and charges as non-core and related to occasional corporate-level expenses that are not expected to recur regularly.

Consolidated

The following is a discussion of our consolidated stock-based compensation expense, and our consolidated income and expense line items below income from operations.

Stock-Based Compensation Expense. Total stock-based compensation expense included in consolidated selling, general and administrative expense and technology and development expense was $2.4 million and $0.9 million in the three months ended April 30, 2026 and 2025, respectively, and $8.8 million and $2.7 million in the nine months ended April 30, 2026 and 2025, respectively. These increases primarily reflect the expense recognized during the period related to DSUs granted to executive officers and employees under the Company’s long-term incentive programs. As of April 30, 2026, there was $7.4 million of total unrecognized compensation cost related to non-vested DSUs, which is being recognized on a graded vesting basis over the requisite service periods that end in February 2028.

The increases reflect expense recognized in connection with DSUs granted to executive officers and employees under the Company's long-term incentive programs. The fiscal 2026 three-year DSU grant was made on September 18, 2025, however, as provided for in the incentive compensation program, the relevant vesting dates are of February 17, 2026, February 16, 2027, and February 15, 2028. Accordingly the vesting periods for determining the amortization of the related charges were shorter than twelve and twenty-four months, resulting in an accelerated charge during the first quarters following the grant date. In addition, the grant-date fair value of the DSUs was higher than previous year as it was determined using a base stock price of $50.90 per share, reflecting the price of the Company's Class B common stock as of the date of internal discussions related to the grant (February 2025), rather than the closing market price of $67.91 per share on the actual grant date of September 18, 2025, resulting in greater value being place on the grants for accounting purposes.

Other Income, net. Other income, net consists of the following:

We have an investment in shares of convertible preferred stock of MarketSpark Inc., a communications company (“MarketSpark”). As of both April 30, 2026 and 2025, our ownership was 33.4% of MarketSpark’s outstanding shares on an as converted basis. We account for this investment using the equity method since we can exercise significant influence over the operating and financial policies of MarketSpark but do not have a controlling interest. We determined that on the dates of the acquisitions of MarketSpark’s shares, there were differences between our investment in MarketSpark and our proportional interest in the equity of MarketSpark of an aggregate of $8.2 million, which represented the share of MarketSpark’s customer list on the dates of the acquisitions attributed to our interest in MarketSpark. These basis differences are being amortized over the 6-year estimated life of the customer list. “Equity in the net loss of investee” includes the amortization of equity method basis difference.

Provision for Income Taxes. The change in income tax expense in the three and nine months ended April 30, 2026 compared to the comparable prior-year periods was primarily due to differences in the amount of taxable income earned in the various taxing jurisdictions.

Net Income Attributable to Noncontrolling Interests**.** The change in the net income attributable to noncontrolling interests in the three and nine months ended April 30, 2026 compared to the comparable prior-year periods was primarily due to changes in net income attributable to the noncontrolling interests in NRS and our Disbursement Payments VIE.

Liquidity and Capital Resources

As of the date of this Quarterly Report, we believe that our cash flow from operations and the balance of cash, cash equivalents, debt securities, and current equity investments that we held on April 30, 2026 will be sufficient to meet our currently anticipated working capital and capital expenditure requirements during the twelve-month period ending April 30, 2027.

At April 30, 2026, we had cash, cash equivalents, debt securities, and current equity investments of $251.4 million (excluding restricted cash and cash equivalents) and working capital (current assets in excess of current liabilities) of $284.7 million.

Contractual Obligations and Commitments

The following table includes our anticipated material cash requirements from contractual obligations and other commitments at April 30, 2026:

(1) The above table excludes up to $10 million related to the potential redemption of NRS Class B common stock, which may occur during the 182-day period following the fifth anniversary of the transaction completed on September 29, 2021; an aggregate of $24.6 million in performance bonds; and up to $2.7 million for potential contingent consideration payments related to a business acquisition, that may be payable through April 30, 2027. These amounts have been excluded due to the uncertainty regarding the timing and/or amount of any such payments.

Consolidated Financial Condition

Operating Activities

Our cash flow from operations varies significantly from quarter to quarter and from year to year, depending on our operating results and the timing of operating cash receipts and payments, generally trade accounts receivable, trade accounts payable and the impact of settlement assets, disbursements prefunding and customer fund deposits.

Settlement assets and disbursements prefunding increased $7.8 million and $59.0 million, respectively, during the nine months ended April 30, 2026, compared to the prior-year period. The increase in settlement assets reflects a higher level of funds due from customers for pending money-remittances at BOSS Money. The increase in disbursements prefunding reflects, for the most part, higher levels of funds pre-paid to disbursement partners to fulfill expected customer remittance obligations at BOSS Money, and, to a smaller extent, higher levels of pre-payments made to providers of goods and services to fulfill expected customer purchases of goods and services obligations at IDT Digital Payments.

Towards the end of each week, IDT prefunds BOSS Money disbursement partners for remittances expected during the upcoming weekend. As a result, Friday is typically the day of the week on which IDT’s cash balance is at its lowest level, after prefunding disbursements for the upcoming weekend. Conversely, Wednesday is typically the day of the week on which IDT’s cash balance is at its highest level, after IDT collects cash from digital processors and retailers for all of the remittances originated during the preceding weekend but before the new weekly cycle of prefunding disbursements for the upcoming weekend begins again. This weekly cycle constitutes a significant working capital use of the Company’s cash, and, as such, the day of the week on which the quarter ends can have significant impact on the cash balance reported at the balance sheet date.

Customer fund deposits increased $12.1 million during the nine months ended April 30, 2026 reflecting balances held on behalf of customers across our prepaid, digital payments, and disbursements programs. These balances are supported by restricted cash and cash equivalents held by IDT Financial Services and our Disbursement Payments VIE and fluctuate based on transaction volume and program activity

On June 21, 2018, the United States Supreme Court rendered a decision in South Dakota v. Wayfair, Inc., holding that a state may require a remote seller with no physical presence in the state to collect and remit sales tax on goods and services provided to purchasers in the state, overturning certain existing court precedent. It is possible that one or more jurisdictions may assert that we have liability for periods for which we have not collected sales, use or other similar taxes, and if such an assertion or assertions were successful it could materially and adversely affect our business, financial position, and operating results. One or more jurisdictions may change their laws or policies to apply their sales, use or other similar taxes to our operations, and if such changes were made it could materially and adversely affect our business, financial position, and operating results.

As discussed in the 2025 Form 10-K, we and other parties were named in a putative class action and derivative complaint related to Straight Path Communications Inc. filed in the Court of Chancery of the State of Delaware. The Court dismissed all claims against us, and found that, contrary to the plaintiffs’ allegations, the class suffered no damages. The plaintiffs filed an appeal to which we answered. Oral argument was held on October 22, 2025, and on December 3, 2025, the Delaware Supreme Court affirmed the favorable decision of the Court of Chancery that dismissed all claims against us and found that Plaintiff and the class suffered no damages.

As of July 31, 2025, we fully utilized our remaining U.S. federal net operating loss carryforwards and, as a result, starting with fiscal 2026 we have become subject to U.S. federal income tax. We anticipate, based on current tax rates, that our federal cash taxes liability will approximate 21% of our estimated full-year pretax income.

Investing Activities

During the nine months ended April 30, 2026, we deployed $17.1 million for capital expenditures. We currently anticipate that total capital expenditures in the twelve-month period ending April 30, 2027 will be $23.0 million to $24.0 million. We expect to fund our capital expenditures with our net cash provided by operating activities and cash, cash equivalents, debt securities, and current equity investments on hand.

In February 2025, we entered into a loan agreement with MarketSpark for a revolving credit facility. The aggregate principal amount available under the facility is $2.0 million. The loans incur interest at 12.0% per annum payable semiannually and are due and payable in February 2027. In February 2025, the Company loaned MarketSpark $0.5 million under the revolving credit facility. In May 2025, June 2025 and July 2025, the Company loaned MarketSpark an additional aggregate amount of $1.4 million for an aggregate of $1.9 million under the revolving credit facility.

During the nine months ended April 30, 2026, purchases of debt securities and equity investments were $43.0 million and proceeds from maturities and sales of debt securities and redemptions of equity investments were $34.6 million.

On April 16, 2026, NRS entered into an asset purchase agreement (the “Agreement”) to acquire certain assets and assume certain liabilities of Oncore Digital, Inc. and its wholly owned subsidiaries (“the Acquired Business”). The acquired business is a digital media brokerage operation engaged in digital advertising and monetization. The acquisition closed on May 1, 2026. In connection with the transaction, the Acquired Business was contributed to a newly formed entity (“NRS OnCore”), in which the sellers retained a 20% noncontrolling interest and NRS obtained an 80% controlling interest. As a result, NRS consolidates NRS OnCore under the voting interest model. The aggregate preliminary purchase consideration, which is subject to finalization, is currently estimated to be approximately $4.8 million, consisting of $3.3 million in cash and shares of IDT Class B common stock with an aggregate value of $1.5 million, subject to customary post-closing adjustments, as well as contingent earnouts upon certain milestones being achieved. The acquisition will integrate OnCore's ad tech, demand, and publisher network with NRS' screen network and first-party transaction data to form a more uniform offering.

Financing Activities

In the nine months ended April 30, 2026, we paid aggregate cash dividends of $0.19 per share on our Class A and Class B common stock for an aggregate amount of $4.8 million. In the nine months ended April 30, 2025, we paid aggregate cash dividends of $0.16 per share on our Class A and Class B common stock for an aggregate cash dividends of $4.0 million.

On May 29, 2026, our Board of Directors declared a cash dividend on our Class A and Class B common stock of $0.07 per share payable on or about June 18, 2026 to stockholders of record as of the close of business on June 9, 2026.

IDT Telecom, Inc. (“IDT Telecom”), our subsidiary, maintains a $25.0 million revolving credit facility with TD Bank, N.A. which was scheduled to mature on May 16, 2026. Effective May 12, 2026, the Company obtained an extension of the maturity date to July 15, 2026, and is currently in the process of renewing the facility. The revolving credit facility is secured by substantially all of IDT Telecom’s assets and bears interest at the secured overnight financing rate (“SOFR”) plus a margin of 125-175 basis points, depending on leverage. At April 30, 2026 and July 31, 2025, there were no amounts outstanding under this facility. During the nine months ended April 30, 2026 and 2025, IDT Telecom borrowed and repaid $21.4 million and $24.6 million, respectively.

We have an existing stock repurchase program authorized by our Board of Directors for the repurchase of shares of our Class B common stock. In January 2016, the Board of Directors authorized the repurchase of up to 8.0 million shares in the aggregate. In the nine months ended April 30, 2026, we repurchased 391,186 shares of our Class B common stock for an aggregate purchase price of $19.0 million. In the nine months ended April 30, 2025, we repurchased 221,823 shares of our Class B common stock for an aggregate purchase price of $10.1 million. At April 30, 2026, 3.8 million shares remained available for repurchase under the stock repurchase program.

In the nine months ended April 30, 2026 and 2025, the Company withheld 10,852 shares and 157,180 shares, valued at $0.5 million and $7.7 million, respectively, of the Company’s Class B common stock from employees to satisfy the employees’ tax withholding obligations in connection with the vesting of deferred stock units (“DSUs”) and the lapsing of restrictions on restricted stock. The value of the shares is based on the fair market value as of the close of business on the trading day immediately prior to the vesting date. These shares are not repurchased under the Company’s share repurchase program.

Other Sources and Uses of Resources

From time to time, we consider spin-offs and other potential dispositions of certain of our subsidiaries. A spin-off may include the contribution of a significant amount of cash, cash equivalents, debt securities, and/or equity securities to the subsidiary prior to the spin-off, which would reduce our capital resources. There is no assurance that a transaction will be completed.

We intend to, where appropriate, make strategic investments and acquisitions to complement, expand, and/or enter into new businesses. In considering acquisitions and investments, we search for opportunities to profitably grow our existing businesses and/or to add qualitatively to the range and diversification of businesses in our portfolio. We cannot guarantee that we will be presented with acquisition opportunities that meet our return-on-investment criteria, or that our efforts to make acquisitions that meet our criteria will be successful.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

Foreign Currency Risk

Revenues from our international operations were 20.4% and 21.0% of our consolidated revenues in the three months ended April 30, 2026 and 2025, respectively, and 20.5% and 21.0% of our consolidated revenues in the nine months ended April 30, 2026 and 2025, respectively. A significant portion of our revenues is in currencies other than the U.S. Dollar. Our foreign currency exchange risk is somewhat mitigated by our ability to offset a portion of these non-U.S. Dollar-denominated revenues with operating expenses that are paid in the same currencies. While the impact from fluctuations in foreign exchange rates affects our revenues and expenses denominated in foreign currencies, the net amount of our exposure to foreign currency exchange rate changes at the end of each reporting period is generally not material.

Investment Risk

We hold a portion of our assets in debt and equity securities, including hedge funds, for strategic and speculative purposes. At April 30, 2026 and July 31, 2025, the value of our debt and equity security holdings was an aggregate of $42.3 million and $33.9 million, respectively, which represented 6.1% and 6.0% of our total assets at April 30, 2026 and July 31, 2025, respectively. Investments in debt and equity securities carry a degree of risk and depend to a great extent on correct assessments of the future course of price movements of securities and other instruments. There can be no assurance that our investment managers will be able to accurately predict these price movements. The securities markets have in recent years been characterized by great volatility and unpredictability. Accordingly, the value of our investments may go down as well as up and we may not receive the amounts originally invested upon redemption.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of April 30, 2026.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the fiscal quarter ended April 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Legal proceedings in which we are involved are described in Note 17 to the Consolidated Financial Statements included in Item 1 to Part I of this Quarterly Report.

Item 1A. Risk Factors

Important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in “Part I, Item 1A – Risk Factors” to the 2025 Form 10-K, as supplemented by the information set forth below:

An emerging component of our growth strategy involves the adoption, integration, and effective utilization of AI technologies across our products, services, and internal operations, which introduces significant and evolving risks.

We currently incorporate AI into certain existing and planned products, as well as our internal operations. For example, some of our marketing, customer service and anti-fraud efforts are currently enhanced by AI. Further, our internal technology development efforts are utilizing AI in expanding ways, and other internal operational functions are beginning to use AI to improve effectiveness and efficiency. Achieving consistent, secure, and compliant AI adoption across departments—including Product & Engineering, Marketing, Trust & Safety, Customer Support, Finance, and Legal/Compliance—requires ongoing investment in training, governance, and change management. Failure by any function to adopt or appropriately use these tools or failure to monitor and control the results of the adoption of the tools could reduce profitability, productivity, impair product quality, or cause compliance or security issues.

AI technologies are complex, resource-intensive, and rapidly evolving. Market demand and acceptance of AI-driven customer-facing offerings, such as n2p AI Agent and n2p Coach AI, remain uncertain, and our product development efforts may not achieve widespread adoption or may be outpaced by competitors. Competitors with greater financial, technical, data, or distribution resources may gain an advantage in attracting and retaining AI talent and in acquiring training data and compute capacity, which could impair our ability to maintain competitive AI capabilities. If our AI solutions, or those of others in our industry, draw controversy due to their perceived or actual societal impact—such as generating biased, harmful, or misleading content—we may experience brand or reputational harm, competitive harm, or legal liability, which could slow user adoption of our products.

The use of AI also raises ethical, reputational, and legal concerns. AI-based or AI-enhanced systems can generate or amplify content that is inaccurate, misleading, biased, discriminatory, harmful, or otherwise controversial, or be misused by third parties. If our AI tools produce, or are perceived to produce, such outputs, or if we fail to implement adequate human oversight, testing, and safeguards (including data governance, evaluation, and post-deployment monitoring), our brand and competitive standing could be harmed and we could face complaints, investigations, or litigation. Potential litigation or government regulation related to AI may increase the burden and cost of research and development, further subjecting us to reputational harm, competitive harm, or legal liability. Failure to address perceived or actual technical, legal, compliance, privacy, security, or ethical issues could undermine public confidence in AI, slowing customer adoption of our AI-driven products and services.

Laws and regulations focused on the development, use, and provision of AI technologies and other digital products and services are proliferating in many jurisdictions around the world. Staying compliant with evolving laws, regulations, and industry standards pertaining to AI may impose significant operational costs and constrain our ability to develop, deploy, or employ AI technologies profitably or at all. Failing to adapt appropriately to this evolving regulatory environment could result in legal liability, regulatory actions, monetary penalties and damage to our brand and reputation.

Operationally, AI models depend on the quality, provenance, and security of data and on reliable third-party infrastructure. Inadequate, outdated, biased, or compromised datasets can produce flawed outputs and “model drift.” Our reliance on third-party models, APIs, datasets, and cloud providers exposes us to outages, cost volatility, performance degradation, or changes in licensing or acceptable-use terms, which could disrupt our operations if these services become unavailable or are no longer offered on commercially reasonable terms.

Integrating AI introduces new cybersecurity risks, including prompt-injection, data exfiltration, model poisoning, and supply-chain vulnerabilities, as well as the risk that employees inadvertently input confidential or personal data into external systems.

Intellectual property ownership surrounding AI technologies has not been fully addressed by U.S. or foreign courts or federal, state or foreign laws, nor by international legal frameworks. Our ongoing development and use of generative AI tools may result in copyright infringement claims, disputes over ownership and licensing, and potential patent infringement claims, among other things. These legal challenges could be costly to defend against, leading to substantial financial obligations and reputational damage. The evolving regulatory environment and uncertain legal precedents in this field further increase our exposure to litigation risks, which could materially affect our business, financial condition, and results of operations.

Additionally, laws and regulations focused on the development and use of AI are proliferating globally and continue to evolve (for example, comprehensive AI frameworks in the EU and emerging federal and state guidance in the United States). Compliance may require significant documentation, transparency and record-keeping, risk assessments, model governance, content provenance or watermarking, impact assessments, vendor oversight, and restrictions on certain use cases. Noncompliance could result in investigations, fines, injunctions, remediation obligations, or other sanctions. Cross-border data transfer rules, sanctions, and export controls may affect access to datasets, models, or compute resources in some jurisdictions.

Further, our use of generative AI in aspects of our platforms may present risks and challenges that could increase as AI solutions become more prevalent. AI algorithms may be flawed. Datasets may be insufficient or contain biased information. These deficiencies and other failures of AI systems could have negative impacts on our users’ experience and subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. Contractual indemnities from vendors may be unavailable or insufficient. We may also face claims related to privacy (including the processing of personal or biometric information), publicity rights, deceptive practices, or content moderation failures. Defending such claims can be costly and time-consuming, could require changes to our products or processes, and could harm our reputation and financial results.

Finally, AI-related development and inference can increase energy consumption and costs, and investor or regulatory focus on sustainability may impose additional constraints. If we fail to implement robust AI governance, align employee practices with our policies, maintain sufficient human oversight, and continuously evaluate and improve our systems, the risks described above could materially and adversely affect our business, financial condition, results of operations, and reputation.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information with respect to purchases by us of our shares during the third quarter of fiscal 2026:

(1) Total number of shares purchased consists of shares of our Class B common stock that were purchased under our repurchase program, as well as shares of our Class B common stock that were withheld to satisfy employee tax withholding obligations.

(2) On January 22, 2016, our Board of Directors approved a stock repurchase program to purchase up to 8.0 million shares of our Class B common stock.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

• Filed herewith.

SIGNATURES

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