AvePoint, Inc. AVPT Form 10-Q filing Q2 FY2026

PART I

Item 1

PART I. FINANCIAL INFORMATION.

Item 1. Financial Statements.

See accompanying notes.

See accompanying notes.

See accompanying notes.

AvePoint, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)

See accompanying notes.

8

AvePoint, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)

See accompanying notes.

See accompanying notes.

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Nature of Business and Organization

AvePoint, Inc. (collectively with its subsidiaries, hereinafter referred to as “AvePoint,” the “Company,” “we,” “us,” or “our”) was incorporated as a New Jersey corporation on July 24, 2001 and redomiciled as a Delaware corporation in 2006.

The Company’s principal executive headquarters is located in Jersey City, New Jersey, and its principal operating headquarters is located in Richmond, Virginia. The Company has additional offices in North America, Europe, Asia, Australia and the Middle East.

AvePoint is a global provider of modern data protection, enabling organizations to secure, govern, and operationalize data at scale across major cloud ecosystems. Customers rely on the AvePoint Confidence Platform to reduce risk, improve operational efficiency, and accelerate digital transformation as they adopt cloud collaboration and artificial intelligence (“AI”)-driven advanced tools and workflows.

AvePoint’s common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “AVPT”. On September 18, 2025, AvePoint completed a secondary listing of its common stock on the Main Board of Singapore Exchange Securities Trading Limited (the “SGX-ST”) under the symbol “AVP”.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated balance sheet as of December 31, 2025, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information and include the accounts of the Company and entities consolidated under the variable interest and voting models. All intercompany transactions and balances have been eliminated. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been condensed or omitted.

In the opinion of management, these financial statements contain all material adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for any other interim period or for the year ended December 31, 2026.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the related notes included in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on *February 26, 2026 (“*Annual Report”).

11

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Comparative Data

The Company identified a misclassification of cash flows related to the May 2025 repurchase of non-controlling interests in previously issued financial statements. The prior period has been corrected to reclassify $12.1 million of cash flows for the six months ended June 30, 2025 from net cash used in investing activities to net cash provided by financing activities. The reclassification affects only the presentation of the condensed consolidated statement of cash flows and had no impact on the condensed consolidated balance sheets, statements of income (loss), or statements of stockholders' equity. The classification was appropriately presented in the Annual Report.

Additionally, certain amounts from prior periods have been reclassed to conform to the current period presentation, including:

• The reclassification of maintenance revenue to be included in term license and support revenue on the condensed consolidated statements of income for the three and six months ended June 30, 2025;
• The reclassification of maintenance cost of revenue to be included in term license and support cost of revenue on the condensed consolidated statements of income for the three and six months ended June 30, 2025; and
• The reclassification of operating lease liabilities from accounts payable, accrued expenses, other current liabilities, operating lease liabilities and other liabilities on the condensed consolidated statements of cash flows for the six months ended June 30, 2025.

Recently Adopted Accounting Guidance

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). This ASU introduces a practical expedient that allows entities to assume that current conditions as of the balance sheet date will not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The Company adopted the guidance in ASU 2025-05 effective January 1, 2026, using the required prospective transition approach. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s condensed consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported and the amounts of revenue and expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for the determination of standalone selling price for revenue recognition, deferred contract costs, valuation of goodwill and other intangible assets, income taxes and related reserves, stock-based compensation and purchase price in a business combination. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties.

Cash and Cash Equivalents

The Company maintains cash and cash equivalents with several high credit-quality financial institutions. The Company considers its investments with original maturities of three months or less to be cash equivalents. These investments are not subject to significant market risk. The Company maintains its cash and cash equivalents in bank accounts which, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts. The Company maintains cash balances used in operations at entities based in countries that impose regulations that limit the ability to transfer cash out of the country. As of June 30, 2026 and December 31, 2025, the Company’s cash balances at these entities were $17.0 million and $20.0 million, respectively. For purposes of the condensed consolidated statements of cash flows, cash includes all amounts in the condensed consolidated balance sheets captioned cash and cash equivalents.

Business Combination

When the Company consummates a business combination, the assets acquired and the liabilities assumed are recognized separately from goodwill at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the acquisition date fair value of the net identifiable assets acquired. While best estimates and assumptions are used to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill as it obtains new information about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Upon the earlier of the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded in the condensed consolidated statements of income.

12

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Goodwill

No events or circumstances have changed since any of the Company’s acquisitions that would indicate that the fair value of the Company’s reporting unit is below its carrying amount. No impairment was deemed necessary as of June 30, 2026 or December 31, 2025.

Deferred Contract Costs

The Company defers sales commissions that are considered to be incremental and recoverable costs of obtaining or renewing SaaS, term license and support, and services contracts. Changes in the anticipated period of asset benefit or the average renewal term are recognized on a prospective basis upon occurrence.

Amortization of deferred contract costs of $6.4 million and $12.7 million for the three and six months ended June 30, 2026, respectively, and $5.5 million and $11.0 million for the three and six months ended June 30, 2025, respectively, is included as a component of sales and marketing expenses in the Company’s condensed consolidated statements of income.

Fair Value Measurement

Fair value is the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

• Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
• Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
• Level 3 — Unobservable inputs for the asset or liability.

Revenue Recognition

The Company derives revenue from three primary sources: SaaS, term license and support, and services.

SaaS revenue is recognized ratably over the term of the contract. Term license and support revenue includes distinct on-premises license and support performance obligations. The license is generally recognized upfront at the point in time when the software is made available to the customer to download and use, and the support is recognized ratably over the term of the contract.

Services revenue includes revenue derived primarily from the implementation of software, training, consulting, and migrations. The Company also offers license customization and managed services. Services revenue from implementation, training, consulting, migration, and license customization is recognized by applying a measure of progress, such as labor hours to determine the percentage of completion of each contract. Services revenue from managed services is recognized ratably on a straight-line basis over the contract term.

Term license and support revenue recognized at a point in time was $6.4 million and $11.8 million for the three and six months ended June 30, 2026, respectively, and $5.0 million and $12.2 million for the three and six months ended June 30, 2025, respectively. The remaining revenue amount is recognized over time.

Accounts receivable, net, is inclusive of accounts receivable, and current unbilled receivables, net of allowance for credit losses. The Company records an unbilled receivable when revenue is recognized prior to invoicing. The Company has a well-established collection history from its direct and indirect sales. It periodically evaluates the collectability of its accounts receivable and provides an allowance for credit losses as necessary, based on the age of the receivable, expected payment ability, and collection experience.

The Company records deferred revenue in the condensed consolidated balance sheets when cash is collected or invoiced before revenue is earned. Revenue recognized that was included in the deferred revenue balance at the beginning of the period was $126.4 million for the six months ended June 30, 2026.

13

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The opening and closing balances of the Company’s accounts receivable, net, deferred revenue and deferred contract costs are as follows:

(in thousands)

(1) Includes long-term unbilled receivables included in other assets within the condensed consolidated balance sheets.

There were no significant changes to the Company’s contract assets or liabilities during the six months ended June 30, 2026 and the year ended December 31, 2025 outside of its sales activities.

As of June 30, 2026, transaction price allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $559.4 million, of which $477.8 million is related to SaaS and term license and support revenue. The Company expects to recognize approximately 61% of the total transaction price allocated to remaining performance obligations over the next twelve months and the remainder thereafter.

Stock-Based Compensation

Stock-based compensation represents the cost related to stock-based awards granted to employees. To date, the Company has issued both stock options and restricted stock units. The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award and recognizes the cost ratably over the requisite service period, net of actual forfeitures in the period.

The Company estimates the fair value of stock options using the Black-Scholes valuation model. The Black-Scholes model requires highly subjective assumptions in order to derive the inputs necessary to calculate the fair value of stock options. The Company calculates the expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term. The simplified method is applied as the Company does not have sufficient historical data to provide a reasonable basis for an estimate of the expected term. Expected volatility is based on the historical and implied volatility of a group of peer entities over a similar expected term. Dividend yields are based upon historical dividend yields. Risk-free interest rates are based on the implied yields currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected term.

Recent Accounting Pronouncements Not Yet Effective

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (ASC 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (ASC 220-40): Clarifying the Effective Date” (“ASU 2025-01”). ASU 2024-03 requires public entities to disclose additional information about specific expense categories in the notes to the financial statements. ASU 2024-03, as clarified by ASU 2025-01, is effective in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027*.* The amendments in this ASU may be applied either prospectively or retrospectively. Early adoption is also permitted. The Company is currently evaluating the impact ASU 2024-03 will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). ASU 2025-06 modernizes the capitalization criteria for internal-use software, eliminating references to project stages and instead requiring that projects meet completion probability criteria before costs can be capitalized. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods. The amendments in this ASU may be applied using a prospective, retrospective, or modified transition approach. Early adoption is also permitted. The Company is currently evaluating the impact ASU 2025-06 will have on its consolidated financial statements and related disclosures.

14

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

3. Business Combination

Mandatorily Redeemable Noncontrolling Interest

On January 29, 2025, the Company consummated its acquisition of 80% of the outstanding shares of Ydentic Holding B.V., which owns 100% of the outstanding equity interests of Ydentic B.V. (together, “Ydentic”). The acquisition was made pursuant to the Share Purchase Agreement, by and among the Company and the former Ydentic shareholders. The Company completed the acquisition of Ydentic to further expand its SaaS solutions for providing robust, simple, centralized multi-tenant management for managed service providers (“MSPs”) that utilize Microsoft solutions. As part of the acquisition, the Company agreed to purchase the remaining 20% of the outstanding shares of Ydentic. The unconditional purchase obligation is a liability-classified mandatorily redeemable noncontrolling interest with subsequent measurement at its estimated redemption value. The estimated fair value of the transaction consideration is approximately $20.4 million, consisting of $14.9 million in cash paid at closing and a $5.5 million unconditional purchase obligation with variability in the timing and amount of settlement.

In April 2026, the Company purchased one third of the remaining 20% of the outstanding shares of Ydentic for an aggregate cash purchase price of $1.8 million.

As of June 30, 2026, the liability was $5.9 million, of which $2.8 million is included in accrued expenses and other current liabilities and $3.1 million is included in other liabilities within the condensed consolidated balance sheets. As of December 31, 2025, the liability was $6.2 million, of which $1.9 million is included in accrued expenses and other current liabilities and $4.3 million is included in other liabilities within the condensed consolidated balance sheets. During the three and six months ended June 30, 2026, the Company recorded interest expense of $1.5 million and $1.7 million, respectively, to adjust the redemption value of the mandatorily redeemable noncontrolling interest. During the three and six months ended June 30, 2025, the Company recorded interest expense of $0.0 million and $0.8 million, respectively, to adjust the redemption value of the mandatorily redeemable noncontrolling interest. The interest expense is included in other income (expense), net, within the condensed consolidated statements of income.

15

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

4. Goodwill

The changes in the carrying amounts of goodwill were as follows:

(in thousands)

5. Intangible Assets, Net

Intangible assets consist of acquired intangible assets and self-developed software.

A summary of the balances of the Company’s intangible assets as of June 30, 2026 and December 31, 2025 is presented below:

(in thousands)

Amortization expense for intangible assets was $0.8 million and $1.7 million for the three and six months ended June 30, 2026, and $0.9 million and $1.6 million for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026, estimated future amortization expense for intangible assets, net is as follows:

(in thousands)

16

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

6. Accounts Receivable, Net

Accounts receivable, net, consists of the following components:

(in thousands)

7. Line of Credit

The Company maintains a loan and security agreement (the “Loan Agreement”) with HSBC Bank USA, National Association (“HSBC”), as lender, for a revolving line of credit of up to $30.0 million, with an accordion feature that provides up to $20.0 million of additional borrowing capacity the Company may draw upon at its request. Of the $30.0 million line of credit, a sublimit of approximately $9.3 million is designated to facilitate the issuance of bank guarantees, including letters of credit. The line bears interest at a rate equal to term SOFR plus 3.0% to 3.3% depending on the Consolidated Total Leverage Ratio (as defined in the Loan Agreement). The line carries an unused fee at a rate equal to 0.5%. The line will mature on November 3, 2026. The Company is required to maintain a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Loan Agreement) as well as a maximum Consolidated Total Leverage Ratio, tested by HSBC each quarter. The Company pledged, assigned and granted HSBC a security interest in all shares of its subsidiaries, future proceeds and assets (except for excluded assets, including material intellectual property) as security for the performance of the Loan Agreement obligations. As of June 30, 2026, the Company is compliant with all covenants and had no borrowings outstanding under the Loan Agreement.

8. Income Taxes

The Company had an effective tax rate of (129.5)% and (50.0)% for the three and six months ended June 30, 2026, respectively, and 57.8% and 44.9% for the three and six months ended June 30, 2025, respectively.

The change in effective tax rates for both the three and six-month period ended June 30, 2026 as compared to the three and six-month period ended June 30, 2025 was primarily due to the mix of pre-tax income results by jurisdictions taxed at different rates, the partial release of the U.S. valuation allowance, foreign inclusions and stock-based compensation.

During the three months ended June 30, 2026, the Company recorded an income tax benefit of $19.9 million related to the release of a previously recorded valuation allowance on certain deferred tax assets. Based on an assessment of all available positive and negative evidence, management concluded that it was more likely than not that these deferred tax assets would be realized due to sustained profitability and forecasts of future taxable income.

17

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

9. Leases

The Company is obligated under various non-cancelable operating leases primarily for office space. The initial terms of the leases expire on various dates through 2032. The Company determines if an arrangement is a lease at inception.

The components of the Company’s operating lease expenses are reflected in the condensed consolidated statements of income as follows:

(in thousands)

(1) Short-term lease expenses include rent expenses from leases of 12 months or less on the transition date or lease commencement.

(2) Variable lease cost includes common area maintenance, property taxes, and fluctuations in rent due to a change in an index or rate.

The Company’s lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. The Company elected to combine fixed payments for non-lease components, for all classes of underlying assets, with its lease payments and account for them together as a single lease component, which increases the amount of the Company's lease assets and liabilities.

During the six months ended June 30, 2026 and 2025, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $14.2 million and $6.4 million, respectively.

Other information related to operating leases is as follows:

(in thousands)

As of June 30, 2026, the Company’s operating leases had a weighted average remaining lease term of 3.2 years and a weighted average discount rate of 5.1%.

18

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

As of December 31, 2025, the Company’s operating leases had a weighted average remaining lease term of 3.1 years and a weighted average discount rate of 5.4%.

The maturity schedule of the operating lease liabilities as of June 30, 2026 is as follows:

(in thousands)

(1) Includes the current portion of operating lease liabilities of $10.5 million, which is reflected in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

As of June 30, 2026, letters of credit have been issued in the amount of $1.2 million as security for operating leases. The letters of credit are secured by a sublimit of the Company's line of credit (see “Note 7 - Line of Credit” for more information).

19

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

10. Commitments and Contingencies

Commitments

The Company has outstanding unconditional purchase commitments to procure licenses to use information technology (“IT”) software from suppliers. These agreements are negotiated in consideration of the volume of transactions with select suppliers and the associated required transaction volumes are expected to be met through the normal course of business.

In December 2024, the Company signed an unconditional purchase commitment in the amount of $15.0 million to purchase IT solutions over a five-year term. Under this agreement, payments are made upon access to the service. The agreement specified four minimum commitment periods. The minimum commitment payments are due at the end of each minimum commitment period. The Company paid $0.4 million and $0.6 million, respectively, during the three and six months ended June 30, 2026, and $0.2 million and $0.2 million, respectively, during the three and six months ended June 30, 2025, related to the December 2024 agreement.

In December 2025, the Company entered into a five-year agreement under which the Company committed to consume $340.0 million of eligible IT services from December 1, 2025 through November 30, 2030. The agreement includes a Year 1 minimum consumption milestone of $50.0 million, for which the vendor may invoice the Company for any shortfall as a prepayment that will be applied against future consumption. The Company paid $12.3 million and $32.3 million, respectively, during the three and six months ended June 30, 2026, related to the December 2025 agreement.

The Company is obligated to make the following future minimum payments under the non-cancellable terms of these contracts as of June 30, 2026:

(in thousands)

In February 2024, the Company made a commitment to contribute $50.0 million to a growth equity fund. As of June 30, 2026, this commitment remains outstanding (see “Note 12 - Growth Equity Fund” for more information).

Legal Proceedings

In the normal course of its business, the Company may be involved in various claims, negotiations and legal actions. Except for such claims that arise in the normal course of business, as of June 30, 2026, the Company was not a party to any other litigation.

Guarantees

In the normal course of business, customers in certain geographies or in highly regulated sectors occasionally require contingency agreements for the completion of service projects, the completion of which are secured by a sublimit of the Company’s line of credit (see “Note 7 - Line of Credit” for more information). As of June 30, 2026, letters of credit for customer-related contingency agreements have been issued in the amount of $5.4 million, as security for the agreements. These agreements have not had a material effect on the Company's results of operations, financial position or cash flow.

20

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

11. Stockholders’ Equity

The Company has one class of capital stock: common stock. The following summarizes the terms of the Company’s capital stock.

Common Stock

Pursuant to the Company’s Third Amended and Restated Certificate of Incorporation, the Company is authorized to issue up to 1,000,000,000 shares of common stock at $0.0001 par value. There were 211,430,823 and 215,076,033 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s Board of Directors. The Company’s Board of Directors has not declared common stock dividends since inception.

Share Repurchase Program

On March 17, 2022, the Company announced that its Board of Directors authorized a three-year share repurchase program (the “Share Repurchase Program”), which was renewed for an additional three years on February 25, 2025, and May 5, 2026. Under the Share Repurchase Program, the Company has the authority to buy up to $150 million of its common stock via acquisitions in the open market or privately negotiated transactions. Purchases made pursuant to the Share Repurchase Program may be conducted in compliance with Exchange Act Rule 10b-18 and/or Exchange Act Rule 10b5-1. Any purchases made pursuant to the Share Repurchase Program are to be conducted in compliance with all other applicable legal, regulatory, and internal policy requirements, including the Company’s Insider Trading Policy. The Company is not obligated to make purchases of, nor is it obligated to acquire any particular amount of, common stock under the Share Purchase Program. The Share Repurchase Program may be suspended or discontinued at any time. During the six months ended June 30, 2026, the Company repurchased and retired 10,282,957 shares at an average price of $10.82 per share. The shares were returned to the status of authorized but unissued shares. During the six months ended June 30, 2025, the Company repurchased and retired 1,215,323 shares at an average price of $15.60 per share.

21

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

12. Growth Equity Fund

On February 28, 2024, the Company and Lumens Capital Partners Ltd. (“LCP”) established A3V JV Co. (the “Venture”), with each owning an equal share of the Venture. In addition, the Company entered into a separate agreement with LCP to form A3 Ventures Fund 1, L.P. (the “Fund”), a Cayman Islands-exempted limited partnership, aimed at investing in companies in the growth equity phase and mature cashflow generating businesses with strong growth potential.

The Venture wholly owns A3V GP Co., which serves as the general partner of the Fund. As a limited partner, the Company committed to contribute $50.0 million to the Fund, to be called as needed, for portfolio investments, fees, and expenses of the Fund. The Company also participates in Fund establishment costs and an annual management fee equal to 2.0% of the total commitment. Any future repayment obligations will be triggered upon the receipt by LCP of profit allocations related to the Fund.

In September 2025, the Company decided to discontinue its participation in the Fund.

As of June 30, 2026, no portion of the Company’s $50.0 million commitment has been called or was callable.

As of June 30, 2026 and December 31, 2025, an estimated payable of $1.6 million and $1.6 million, respectively, were included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

22

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

13. Stock-Based Compensation

The Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “ESPP”). As of June 30, 2026, 54,649,108 shares remained for future issuance under the 2021 Plan and the ESPP. To date, the Company has issued only stock options and restricted stock units to employees, directors and consultants.

Total stock-based compensation expense was $9.6 million and $16.8 million for the three and six months ended June 30, 2026, respectively, and was $11.1 million and $20.8 million for three and six months ended June 30, 2025, respectively.

Stock Options

The compensation costs for stock option awards are recognized using the straight-line attribution method over the requisite service period. Forfeitures are accounted for as they occur. Stock options vest over a four-year service period and expire on the tenth anniversary of the date of award.

The weighted-average grant date fair value of options granted during the six months ended June 30, 2026 was $6.14.

The Company estimated the grant date fair value of these stock options using the Black-Scholes option-pricing model with the following weighted-average assumptions:

A summary of the Company’s stock option activity during the six months ended June 30, 2026 is as follows:

As of June 30, 2026, there was $6.0 million in unrecognized compensation costs related to all unvested options. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 3.0 years.

As of June 30, 2026, the Company had 14,748,507 options outstanding and 13,620,701 options exercisable with intrinsic values of $86.6 million and $84.4 million, respectively. During the six months ended June 30, 2026, 4,246,962 options were exercised, with a total intrinsic value of $32.9 million.

23

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Restricted Stock Units

Under the terms of the 2021 Plan, the Company has issued restricted stock unit awards with a continuous employment condition only (“Time-Based RSUs”), and restricted stock unit awards with a continuous employment condition that are also contingent on the Company meeting certain performance goals that may be higher or lower than the granted amount (“PSUs”, and together with Time-Based RSUs, “RSUs”). Both types of RSU awards vest over periods determined at the time of grant either ratably or along a cliff vesting.

The compensation costs for RSUs are recognized using the straight-line attribution method over the requisite service period. Forfeitures are accounted for as they occur. RSUs are measured at the fair market value of the underlying stock at the grant date.

A summary of the Company’s RSU activity during the six months ended June 30, 2026 is as follows:

RSUs that vested during the six months ended June 30, 2026 had an aggregate fair value at vesting of $25.8 million. As of June 30, 2026, there was $85.5 million in unrecognized compensation costs specific to the unvested RSUs, to be recognized over a weighted-average period of 2.8 years.

Employee Stock Purchase Plan

In May 2021, the Company’s Board of Directors approved the terms of the Company’s offerings under the ESPP, of which enrollment was made available to the Company’s eligible employees beginning in June 2026. Under the terms of the ESPP, eligible employees may enroll in a six-month offering period that begins in January and July of each year. Employees can elect to have up to 15% of their annual base salary, up to a maximum of $25,000 per year, withheld to purchase shares of the Company’s common stock for a purchase price equal to 85% of the lesser of the closing fair market value per share of the Company’s common stock on (i) the commencement date of the six-month offering period, or (ii) the respective purchase date. No shares of the Company’s common stock have been issued under the ESPP prior to June 30, 2026.

24

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

14. Fair Value Measurements

Financial assets and liabilities measured at fair value on a recurring basis are classified in the categories described in the tables below:

June 30, 2026 · (in thousands)

December 31, 2025 · (in thousands)

(1) The majority of certificates of deposit are foreign deposits.

(2) The fair value of mandatorily redeemable noncontrolling interest is based on discounted redemption value using risk-free rates offered for similar financing with the same remaining maturities.

25

AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following tables summarize the Company’s available-for-sale securities measured at fair value as of June 30, 2026 and December 31, 2025.

June 30, 2026 · (in thousands)

December 31, 2025 · (in thousands)

The contractual maturity of the available-for-sale securities held as of June 30, 2026 and December 31, 2025 was within one year.

15. Segment Information

The Company manages its business activities on a consolidated basis and operates in a single operating segment. Its products and services are sold throughout the world, through direct and indirect sales channels. The Company’s chief operating decision maker (the “CODM”) is the Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a consolidated basis. The CODM does not review assets in evaluating the results of the segment.

The CODM assesses performance for the consolidated entity and decides how to allocate resources based on net income reported on the condensed consolidated statements of income. The CODM uses net income to monitor budgeted versus actual results and to conduct competitive analysis by benchmarking against industry peers. Additionally, net income serves as a basis for making strategic decisions, such as acquisitions and reinvestments into the business, and establishing management compensation linked to segment performance.

The following table sets forth the information about the Company’s reported segment revenue, segment profit or loss, and significant segment expenses:

(in thousands)

(1) The other segment items category includes professional services, rent, software maintenance, travel, depreciation and amortization, certain overhead expense, and mark-to-market of warrant liabilities.

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AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Revenue by geography is based upon the billing address of the customer. All transfers between geographic regions have been eliminated from consolidated revenue. The following table sets forth revenue by geographic area:

(in thousands)

The following table sets forth revenue generated by countries which represent more than 10% of total consolidated revenue:

(in thousands)

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AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

16. Other Income (Expense), Net

Other income (expense), net, is disaggregated as follows:

(in thousands)

(1) Interest (expense) income, net includes interest expense to adjust the redemption value of the mandatorily redeemable noncontrolling interest (see “Note 3 - Business Combination” for more information).

(2) Gain on securities consist of interest income from amortization of the discount arising at acquisition of U.S. treasury bills.

17. Net Income Per Share

Basic net income per share is computed by dividing total net income by the weighted average common shares outstanding for the period. In computing diluted net income per share, the Company adjusts the denominator, subject to anti-dilution requirements, to include the dilution from potential shares of common stock resulting from outstanding share-based payment awards and warrants.

(in thousands, except per share amounts)

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AvePoint, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table includes the total potentially dilutive securities for the three and six months ended June 30, 2026 and 2025, which have been excluded from the computation of diluted net income per share as their effect is anti-dilutive:

(in thousands)

18. Subsequent Events

No material subsequent events occurred since the date of the most recent balance sheet period reported.

Part I

Item 2

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part I, Item 2 of this Quarterly Report) (“MD&A”) summarizes (and is intended to help the reader understand) the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The MD&A should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report”) and our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report.

Second Quarter 2026 Business Highlights

• Total annual recurring revenue (“ARR”) increased 27% year-over-year to $465.1 million as of June 30, 2026; adjusted for FX, total ARR increased 24% year-over-year;

• Total revenue increased 22% year-over-year to $124.5 million for the three months ended June 30, 2026, 21% on a constant currency basis;

• SaaS revenue increased 27% year-over-year to $98.5 million for the three months ended June 30, 2026, 26% on a constant currency basis;

• Released the third annual State of AI report, finding that organizations lack the trust layer required to scale AI safely, as governance gaps, deployment delays, and AI-generated data are compounding the challenge; and

• Announced new advancements to the AvePoint Confidence Platform that extend the connected layer of governance, security, recovery, and backup controls that sits across an organization’s data to agentic AI, new enterprise applications, and new multicloud infrastructure.

Overview

AvePoint is a global provider of modern data protection, enabling organizations to secure, govern, and operationalize data at scale across major cloud ecosystems. Customers rely on the AvePoint Confidence Platform to reduce risk, improve operational efficiency, and accelerate digital transformation as they adopt cloud collaboration and artificial intelligence (“AI”)-driven advanced tools and workflows.

As organizations embed AI into core business processes, data becomes both a strategic asset and a growing source of risk. AI can amplify the impact of poor data hygiene, including sensitive data exposure, compliance failures, and operational disruption. Enterprises increasingly require a modern data foundation where data is discoverable, classified, governed, protected, and recoverable by design.

Our solutions are designed to address four pervasive and interconnected enterprise data challenges:

• Legacy and fragmented data that limits visibility, governance, and AI readiness;

• Overexposed data that increases security, privacy, and regulatory risk;

• Digital sprawl that drives operational complexity and rising total cost of ownership; and

• Data loss and interruption, which threaten business continuity and organizational resilience.

By addressing these challenges through an integrated platform, we enable organizations to reduce risk, lower complexity, and accelerate time-to-value from their data.

Part I

Item 2

Key Business Metric

Our management reviews the following key business metric to measure our performance, identify trends affecting our business, formulate business plans, make strategic decisions, and effectively allocate resources. We believe that both management and investors benefit from referring to this metric to evaluate progress against our growth strategies and gain additional transparency into performance trends.

Annual Recurring Revenue We believe ARR further enables measurement of our business performance, is an important metric for financial forecasting, and better enables us to make strategic business decisions. We calculate ARR as the annualized sum of contractually obligated Annual Contract Value (“ACV”) from SaaS and term license and support sources from all active customers at the end of a reporting period. As of June 30, 2026 and June 30, 2025, total ARR was $465.1 million and $367.6 million, respectively, representing growth of 27% year over year, and 24% when adjusted for FX. Growth in ARR is driven by both new customer acquisitions and the expansion of existing customer relationships. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or replace these items. ARR is not a forecast of future revenue, and the active contracts used in calculating ARR may or may not be extended or renewed by our customers.

Part I

Item 2

Components of Results of Operations

Revenue We generate revenue from three primary sources: SaaS, term license and support, and services. We consider SaaS and term license and support revenues to be recurring. SaaS revenues are generated from our cloud-based solutions. Term license and support revenues are generated from the sales of on-premise or hybrid licenses, which include a distinct support component. Both SaaS and term license and support revenues are primarily billed annually. SaaS and term license and support are generally sold per user license or based upon the amount of data protected. SaaS revenue is recognized ratably over the term of the contract. For term license and support revenue, the license component is generally recognized upfront at the point in time when the software is made available to the customer to download and use, and the support component is recognized ratably over the term of the contract. Included in term license and support revenues are maintenance revenues tied to previously sold legacy perpetual licenses. Services revenue includes revenue generated from implementation, training, consulting, license customization and managed services. These revenues are recognized by applying a measure of progress, such as labor hours, to determine the percentage of completion of each contract. These offerings are not inherently recurring in nature and as such are subject to more period-to-period volatility than other elements of our business. Services revenue from managed services are recognized ratably or on a straight-line basis over the contract term.

Cost of Revenue Cost of SaaS and cost of term license and support consists of all direct costs to deliver and support our SaaS and term license and support products, including salaries, benefits, stock-based compensation and related expenses, overhead, third-party hosting fees related to our cloud services, and depreciation and amortization. We recognize these expenses as they are incurred. We expect that these costs will increase in absolute dollars but may fluctuate as a percentage of SaaS and term license and support revenue from period to period. Cost of services consists of salaries, benefits, stock-based compensation and related expenses for our services organization, overhead, technology necessary to service our customers, and depreciation and amortization. We recognize these expenses as they are incurred.

Gross Profit and Gross Margin Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of revenue. Gross profit has been and will continue to be affected by various factors, including the mix of our revenue, the costs associated with third-party cloud-based hosting services for our cloud-based subscriptions, and the extent to which we expand our customer support and services organizations. We expect that our gross margin will fluctuate from period to period depending on the interplay of these various factors but should increase in the long term as SaaS revenue continues to increase as a percentage of total revenue.

Sales and Marketing Sales and marketing expenses consist primarily of personnel-related expenses for sales, marketing and customer success personnel, stock-based compensation expense, sales commissions, marketing programs, travel-related expenses, overhead costs, depreciation and amortization. We focus our sales and marketing efforts on creating sales leads and establishing and promoting our brand. Incremental sales commissions for new customer contracts are deferred and amortized ratably over the estimated period of our relationship with such customers. We plan to continue our investment in sales and marketing by hiring additional sales and marketing personnel, executing our go-to-market strategy globally, and building our brand awareness.

Part I

Item 2

General and Administrative General and administrative expenses consist primarily of personnel-related expenses for finance, legal and compliance, human resources, and IT personnel, as well as stock-based compensation expense, external professional services, overhead costs, other administrative functions, depreciation and amortization.

Research and Development Research and development expenses consist primarily of personnel-related expenses incurred for our engineering and product and design teams, as well as stock-based compensation expense, overhead costs, depreciation and amortization. We have a geographically dispersed research and development presence in the United States, China, Singapore and Vietnam. We believe this provides a strategic advantage, allowing us to invest efficiently in both new product development and increasing our existing product capabilities. We believe delivering expanding product functionality is critical to enhancing the success of existing customers while new product development further reinforces our breadth of software solutions.

Other Income (Expense), net Other income (expense), net, consists primarily of realized gains/losses for securities, foreign currency remeasurement gains/losses, and fair value adjustments on earn-out and warrant liabilities.

Income Taxes We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Tax laws, regulations, administrative practices, principles, and interpretations in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions. The foreign jurisdictions in which we operate have different statutory tax rates than those of the United States. Accordingly, our effective tax rate could be affected by the relative proportion of foreign to domestic income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, applicability of any valuation allowances, and changes in tax laws in jurisdictions in which we operate. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We evaluated the impact of the OBBBA in the current quarter and recorded the related income tax effects in the condensed consolidated financial statements.

Part I

Item 2

Results of Operations

The below period-to-period comparisons of operating results are not necessarily indicative of results for future periods.

Comparison of Three Months Ended June 30, 2026 and June 30, 2025

Revenue

The components of AvePoint’s revenue during the three months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Total revenue increased 22.0% to $124.5 million for the three months ended June 30, 2026, primarily due to an increase in SaaS revenue, which increased 27.4% to $98.5 million and was driven by strong customer demand for our SaaS solutions. SaaS represented 79% of total revenue, up from 76% of total revenue in the prior year. The growth in total revenue was also due to an increase in services revenue, which grew 8.6% to $15.7 million. Services revenue is expected to fluctuate as the services generally are not recurring in nature.

Revenue by geographic region for the three months ended June 30, 2026 and 2025 was as follows:

(in thousands, except percentages)

For the three months ended June 30, 2026, North America revenue increased 23.1% to $48.7 million, primarily driven by a 26.9%, or $8.7 million, increase in SaaS revenue. EMEA revenues increased 26.6% to $40.3 million, driven by a 28.2%, or $8.2 million, increase in SaaS revenue. APAC revenues increased 15.9% to $35.5 million, primarily driven by a 27.0%, or $4.3 million, increase in SaaS revenue, as well as a 6.3% or $0.8 million increase in services revenue.

On a constant currency basis, EMEA revenues increased 24.2%, while EMEA SaaS revenues increased 25.6%. On a constant currency basis, APAC revenues increased 15.8%, while APAC SaaS revenues increased 27.3%.

Part I

Item 2

Non-GAAP Financial Measures

In addition to our financial results determined in accordance with GAAP, we disclose non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, non-GAAP operating income and non-GAAP operating margin.

We believe these non-GAAP measures aid investors by providing additional insight into our operational performance and into trends affecting our business. Management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance.

Non-GAAP operating income and non-GAAP operating margin should not be considered as an alternative to operating income, operating margin or any other performance measures derived in accordance with GAAP as measures of performance. Non-GAAP operating income and non-GAAP operating margin should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

Cost of Revenue, Gross Profit, and Gross Margin

Cost of revenue, gross profit, and gross margin during the three months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Cost of revenue increased 26.5% to $33.5 million for the three months ended June 30, 2026, primarily driven by a $3.5 million increase from higher aggregate hosting costs resulting from increased SaaS revenue and a $2.7 million increase in personnel costs.

Part I

Item 2

Operating Expenses

Sales and Marketing

Sales and marketing expenses during the three months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Sales and marketing expenses increased 27.3% to $45.5 million for the three months ended June 30, 2026, primarily driven by a $7.0 million increase in personnel costs and a $1.3 million increase in marketing spend.

General and Administrative

General and administrative expenses during the three months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

General and administrative expenses decreased 5.3% to $18.7 million for the three months ended June 30, 2026, primarily driven by a $1.3 million decrease in stock-based compensation expense.

Part I

Item 2

Research and Development

Research and development expenses during the three months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Research and development expenses increased 27.8% to $16.6 million for the three months ended June 30, 2026, primarily driven by a $2.6 million increase in personnel costs and a $0.5 million increase in training and professional development.

Income Tax Provision

Income tax (benefit) expense during the three months ended June 30, 2026 and 2025 was as follows:

(in thousands, except percentages)

Our income tax benefit for the three months ended June 30, 2026 was $15.6 million, compared to a tax expense of $4.0 million for the three months ended June 30, 2025. The effective tax rate was (129.5)% for the three months ended June 30, 2026, compared to 57.8% for the three months ended June 30, 2025. The change in effective tax rates was primarily due to the mix of pre-tax income results by jurisdictions taxed at different rates, partial release of U.S. valuation allowance, foreign inclusions and stock-based compensation.

Based on an assessment of all available positive and negative evidence, including our historical levels of income, expectations of future taxable income, future reversals of existing taxable temporary differences, and ongoing tax-planning strategies, management concluded that it was more likely than not that these deferred tax assets would be realized. During the three months ended June 30, 2026, the Company recorded an income tax benefit of $15.6 million, primarily attributable to a $19.9 million release of the valuation allowance on certain deferred tax assets, partially offset by tax expense associated with stock-based compensation activity and other discrete items. The Company continues to maintain valuation allowances against certain deferred tax assets in U.S. state and foreign jurisdictions.

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Part I

Item 2

Comparison of Six Months Ended June 30, 2026 and June 30, 2025

Revenue

The components of our revenue during the six months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Total revenue increased 23.9% to $241.7 million for the six months ended June 30, 2026, primarily due to an increase in SaaS revenue, which increased 31.2% to $191.9 million, and represented 79% of total revenue, up from 75% of total revenue in the prior year. The increase in SaaS revenue, which was driven by strong customer demand for our SaaS solutions, was partially offset by an expected decrease in term license and support revenues. The growth in total revenue was also due to an increase in services revenue, which grew 19.1% to $30.3 million. Services revenue is expected to fluctuate as the services generally are not recurring in nature.

Revenue by geographic region for the six months ended June 30, 2026 and 2025 was as follows:

(in thousands, except percentages)

For the six months ended June 30, 2026, North America revenue increased 22.2% to $92.9 million, driven by a 29.2%, or $18.2 million, increase in SaaS revenue, partially offset by a $1.4 million decrease in term license and support revenues. EMEA revenues increased 28.4% to $78.7 million, primarily driven by a 33.3%, or $18.0 million increase in SaaS revenue. APAC revenues increased 21.4% to $70.1 million, primarily driven by a 31.7%, or $9.4 million, increase in SaaS revenue and a 23.2% or $4.9 million increase in services revenue, partially offset by a $1.9 million decrease in term license and support revenues.

On a constant currency basis, EMEA revenues increased 21.3%, while EMEA SaaS revenues increased 25.8%. On a constant currency basis, APAC revenues increased 18.9%, while APAC SaaS revenues increased 29.3%.

Part I

Item 2

Non-GAAP Financial Measures

In addition to our financial results determined in accordance with GAAP, we disclose non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, non-GAAP operating income and non-GAAP operating margin.

We believe these non-GAAP measures aid investors by providing additional insight into our operational performance and into trends affecting our business. Management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance.

Non-GAAP operating income and non-GAAP operating margin should not be considered as an alternative to operating income, operating margin or any other performance measures derived in accordance with GAAP as measures of performance. Non-GAAP operating income and non-GAAP operating margin should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

Cost of Revenue, Gross Profit, and Gross Margin

Cost of revenue, gross profit, and gross margin during the six months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Cost of revenue increased 29.7% to $65.4 million for the six months ended June 30, 2026, primarily driven by a $7.3 million increase from higher aggregate hosting costs resulting from increased SaaS revenue and a $6.2 million increase in personnel costs.

Part I

Item 2

Operating Expenses

Sales and Marketing

Sales and marketing expenses during the six months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Sales and marketing expenses increased 24.5% to $87.6 million for the six months ended June 30, 2026, primarily driven by a $13.3 million increase in personnel costs and a $1.1 million increase in marketing spend.

General and Administrative

General and administrative expenses during the six months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

General and administrative expenses decreased 7.4% to $35.5 million for the six months ended June 30, 2026, primarily driven by a $3.1 million decrease in stock-based compensation expense.

Part I

Item 2

Research and Development

Research and development expenses during the six months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Research and development expenses increased 18.2% to $30.3 million for the six months ended June 30, 2026 , primarily driven by a $2.9 million increase in personnel costs, a $0.6 million increase in software maintenance expense, and a $0.6 million increase in training and professional development.

Income Tax Provision

Income tax (benefit) expense during the six months ended June 30, 2026 and 2025 was as follows:

(in thousands, except percentages)

AvePoint’s income tax benefit for the six months ended June 30, 2026 was $14.3 million, compared to a tax expense of $5.3 million for the six months ended June 30, 2025. The effective tax rate was (50.0)% for the six months ended June 30, 2026, compared to 44.9% for the six months ended June 30, 2025. The change in effective tax rates was primarily due to the mix of pre-tax income results by jurisdictions taxed at different rates, certain jurisdictions with separate tax expense calculated, foreign inclusions and stock-based compensation.

Based on an assessment of all available positive and negative evidence, including our historical levels of income, expectations of future taxable income, future reversals of existing taxable temporary differences, and ongoing tax-planning strategies, management concluded that it was more likely than not that these deferred tax assets would be realized. During the six months ended June 30, 2026, the Company recorded an income tax benefit of $14.3 million, primarily attributable to a $19.9 million release of the valuation allowance on certain deferred tax assets, partially offset by tax expense associated with stock-based compensation activity and other discrete items. The Company continues to maintain valuation allowances against certain deferred tax assets in U.S. state and foreign jurisdictions.

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Part I

Item 2

Non-GAAP Operating Income and Non-GAAP Operating Margin

The following table presents a reconciliation of non-GAAP operating income from the most comparable GAAP measure, operating income, for the periods presented:

(in thousands, except percentages)

Non-GAAP operating income and non-GAAP operating margin are non-GAAP financial measures that our management uses to assess our overall performance. We define non-GAAP operating income as GAAP operating income plus stock-based compensation and the amortization of acquired intangible assets and expenses related to the secondary listing on the SGX-ST and the discontinuation of our participation in the Fund. We define non-GAAP operating margin as non-GAAP operating income divided by revenue. We believe non-GAAP operating income and non-GAAP operating margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as these metrics eliminate the effects of stock-based compensation, and of acquired intangible assets, which are unrelated to current operations and are neither comparable to the prior period nor predictive of future results. The elimination of the effect of variability caused by stock-based compensation expense and the amortization of acquired intangible assets, both of which are non-cash expenses, provides a better representation as to our overall operating performance. We use non-GAAP financial measures (a) to evaluate our historical and prospective financial performance and trends as well as our performance relative to our peers, (b) to set and approve spending budgets, (c) to allocate resources, (d) to measure operational profitability and the accuracy of forecasting, and (e) to assess financial discipline over operational expenditures.

GAAP operating margin for the three months ended June 30, 2026 and 2025 was 8.2% and 7.0%, respectively. Non-GAAP operating margin for the three months ended June 30, 2026 and 2025 was 16.3% and 18.4%, respectively. The year-over-year decrease in non-GAAP operating margin was primarily attributable to our plan to increase investments across the business in 2026.

GAAP operating margin for the six months ended June 30, 2026 and 2025 was 9.5% and 5.3%, respectively. Non-GAAP operating margin for the six months ended June 30, 2026 and 2025 was 16.9% and 16.5%, respectively.

Liquidity and Capital Resources

As of June 30, 2026, we had $417.3 million in cash and cash equivalents and no outstanding debt.

Our short-term liquidity needs primarily include working capital for sales and marketing, research and development, and continued innovation. We have letters of credit issued in the amount of $1.2 million as security for operating leases, and $5.4 million as security for customer contingency agreements. Our long-term capital requirements will depend on many factors, including our growth rate, levels of revenue, the expansion of sales and marketing activities, market acceptance of our platform, the results of business initiatives, and the timing of new product introductions. See “Note 10 – Commitments and Contingencies” in Part I, Item 1 “Financial Statements” of this Quarterly Report for more information regarding the purchase commitments.

Part I

Item 2

We also maintain a loan and security agreement (the “Loan Agreement”), dated November 3, 2023, with HSBC Bank USA, National Association, (“HSBC”), as lender, for a revolving line of credit of up to $30.0 million with an accordion feature that provides up to $20.0 million of additional borrowing capacity we may draw upon at our request. The line bears interest at a rate equal to term SOFR plus 3.0% to 3.3% depending on the Consolidated Total Leverage Ratio (as defined in the Loan Agreement). The line carries an unused fee equal to 0.5%. The line will mature on November 3, 2026. We are required to maintain a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Loan Agreement) as well as a maximum Consolidated Total Leverage Ratio, tested by HSBC each quarter. Pursuant to the Loan Agreement, we pledged, assigned and granted HSBC a security interest in all shares of our subsidiaries, future proceeds, and assets as security for our obligations under the Loan Agreement. As of June 30, 2026, we are compliant with all covenants and had no borrowings outstanding under the Loan Agreement.

We believe that our existing cash and cash equivalents and our cash flows from operating activities will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months. We also maintain available borrowing capacity under our Loan Agreement through its expiration date to provide additional liquidity. In the future, we may attempt to raise additional capital through equity or debt financing. The sale of additional equity would be dilutive to our stockholders. Additional debt financing could result in increased debt service obligations and more restrictive financial and operational covenants.

Cash Flows

The following table sets forth a summary of AvePoint’s cash flows for the periods indicated.

(in thousands)

Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2026 was $40.2 million, reflecting AvePoint’s net income of $42.8 million, adjusted for non-cash items of $5.3 million and net cash outflows of $7.9 million from changes in operating assets and liabilities. The primary drivers of non-cash items were stock-based compensation and was partially offset by foreign currency remeasurement gains. The drivers of changes in operating assets and liabilities are seasonal in nature. These drivers are related to a decrease in accounts receivable due primarily to the timing of customer invoices and an increase in deferred revenue, offset by an increase in prepaid expenses and other current assets primarily related to prepaid software maintenance and subscription, a decrease in accrued expenses primarily due to accrued bonuses, commissions and payroll taxes.

Net cash provided by operating activities for the six months ended June 30, 2025 was $20.8 million, reflecting AvePoint’s net income of $6.5 million, adjusted for non-cash items of $32.8 million and net cash outflows of $18.5 million from changes in operating assets and liabilities. The primary driver of non-cash items was stock-based compensation which reflects ongoing compensation and foreign currency remeasurement losses. The drivers of changes in operating assets and liabilities are seasonal in nature. These drivers are related to a decrease in accounts receivable due primarily to the timing of customer invoices and a decrease in prepaid expenses and other current assets primarily related to prepaid rent, an increase in deferred revenue, offset by a decrease in accrued expenses primarily due to accrued bonuses, commissions and payroll taxes.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2026 was $3.4 million. It primarily consisted of $2.5 million of purchases of property and equipment, and $1.0 million from the capitalization of internal use software.

Net cash used in investing activities for the six months ended June 30, 2025 was $18.2 million. It primarily consisted of $14.9 million cash paid in business acquisitions, $2.5 million of purchases of property and equipment, and $0.8 million from the capitalization of internal use software.

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Item 2

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2026 was $99.7 million, primarily consisting of $110.3 million in repurchases of common stock under the previously announced Share Repurchase Program that authorizes us to repurchase up to $150 million of our common shares (the “Share Repurchase Program”), partially offset by $12.5 million of proceeds from the exercise of stock options.

Net cash provided by financing activities for the six months ended June 30, 2025 was $134.6 million, primarily consisting of $157.7 million of proceeds from the exercises of warrants and $8.0 million of proceeds from the exercise of stock options, partially offset by $19.0 million in repurchases of common stock under the Share Repurchase Program and $12.1 million in the repurchase of the noncontrolling interest in MaivenPoint Pte. Ltd.

Indebtedness

Credit Facility

We maintain a line of credit under the Loan Agreement with HSBC, as lender. See “Note 7 - Line of Credit” in Part I, Item 1 “Financial Statements” of this Quarterly Report for more information.

The Loan Agreement provides for a revolving line of credit of up to $30.0 million and an additional $20.0 million accordion feature for additional capital we may draw upon at our request. Borrowings under the line currently bear interest at a rate equal to term SOFR plus 3.0% to 3.3% depending on the Consolidated Total Leverage Ratio (as defined in the Loan Agreement). The line carries an unused fee at a rate equal to 0.5%. Any proceeds of borrowings under the Loan Agreement will be used for general corporate purposes.

On a consolidated basis with our subsidiaries, we are required to maintain a minimum Consolidated Fixed Charge Coverage Ratio as well as a maximum Consolidated Total Leverage Ratio, tested by HSBC each quarter. Pursuant to the Loan Agreement, we pledged, assigned, and granted HSBC a security interest in all shares of our subsidiaries, future proceeds, and certain assets as security for our obligations under the Loan Agreement. Our line of credit under the Loan Agreement will mature on November 3, 2026.

To date, we are in compliance with all covenants under the Loan Agreement. We have not at any time borrowed under the Loan Agreement. The description of the Loan Agreement is qualified in its entirety by the full text of the form of such agreement, a copy of which is referenced as an exhibit to our Annual Report.

Leasing Activities

We are obligated under various non-cancelable operating leases for office space. The initial terms of the leases expire on various dates through 2032. As of June 30, 2026, the commitments related to these operating leases is $29.2 million, of which $11.7 million is due in the next twelve months.

Operating Segment Information

We operate in one segment. Our products and services are sold throughout the world, through direct and indirect sales channels. Our chief operating decision maker (the “CODM”) is our Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a global basis. The CODM does not receive discrete financial information about asset allocation or profitability by product or geography. See the section titled “Notes to Condensed Consolidated Financial Statements” (Part I, Item 1 of this Quarterly Report) under the sub-heading “Note 16 – Segment Information” for more information.

Part I

Item 2

Critical Accounting Policies and Estimates

Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on the reported revenue generated and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that our management believes are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

While our significant accounting policies are described in more detail in the section titled “Notes to Condensed Consolidated Financial Statements” (Part I, Item 1 of this Quarterly Report), we believe the following critical accounting policies and estimates are most important to understanding and evaluating our reported financial results.

Revenue Recognition

We derive revenue from three primary sources: SaaS, term license and support, and services. Many of our contracts with customers include multiple performance obligations. Judgement is required in determining whether each performance obligation is distinct. Our products and services generally do not require a significant amount of integration or interdependency; therefore, our products and services are generally not combined. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation within each contract.

We use judgment in determining the SSP for products and services. For substantially all performance obligations except term licenses, we are able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Term licenses are sold only as a bundled arrangement that includes the rights to a term license and support. In determining the SSP of license and support in a term license arrangement, we utilize observable inputs and consider the value relationship between support and term license when compared to the value relationship between support and perpetual licenses, the average economic life of our products, and software renewals rates. Using a combination of the relative fair value method, or the residual value method the SSP of the performance obligations in an arrangement is allocated to each performance obligation within a sales arrangement.

Part I

Item 2

Economic Conditions, Challenges, and Risks

The markets for software and cloud-based services are dynamic and highly competitive. Our competitors are developing new software while also deploying competing cloud-based services for consumers and businesses. Customer preferences evolve rapidly, and choices in hardware, products, and devices can and do influence how users access services in the cloud, and in some cases, the user’s choice of which suite of cloud-based services to use. We must continue to evolve and adapt to keep pace with this changing environment. The investments we are making in infrastructure, research and development, marketing, and geographic expansion will continue to increase our operating costs and may decrease our operating margins.

Our success is highly dependent on our ability to attract and retain qualified employees. We hire a mix of university and industry talent worldwide. We compete for talented individuals globally by offering an exceptional working environment, broad customer reach, scale in resources, the ability to grow one’s career across many different products and businesses, and competitive compensation and benefits.

Additionally, the demand for our software and services is correlated to global macroeconomic and geopolitical factors, which remain dynamic and where the outcomes and consequences are not possible to predict, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. These in turn could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.

Our international operations provide a significant portion of our total revenues and expenses. Many of these revenues and expenses are denominated in currencies other than the U.S. dollar. As a result, changes in foreign exchange rates may significantly affect revenue and expenses. Refer to the section titled “Risk Factors” (Part I, Item 1A of our Annual Report) for a discussion of these factors and other risks.

Seasonality

Our quarterly revenue fluctuates and does not necessarily grow sequentially when measuring any one fiscal quarter’s revenue against another. Historically, our first quarter has been our lowest revenue quarter and the fourth quarter has been our highest revenue quarter, however those results are not necessarily indicative of future quarterly revenue or full year results. Additionally, the timing of new product and service introductions can significantly impact revenue. Lastly, the mix of revenues in any given quarter can cause fluctuations in our reported results, due to differing revenue recognition principles.

Recently Issued and Adopted Accounting Pronouncements

For information about recent accounting pronouncements, see “Note 2 - Summary of Significant Accounting Policies” in Part I, Item 1 “Financial Statements” of this Quarterly Report.

Part I

Item 3

FILINGSOURCEITEMBOUNDARYBEGIN Item 3. Quantitative and Qualitative Disclosures About Market Risk FILINGSOURCEITEMBOUNDARYENDItem 3. Quantitative and Qualitative Disclosures About Market Risks

Interest Rate Risk

We had cash and cash equivalents, marketable securities, and short-term deposits of $417.4 million as of June 30, 2026, which we hold for working capital purposes. Our cash and cash equivalents are held in cash deposits and money market funds. Due to the short-term nature of these instruments, we do not believe that we have any material exposure to changes in the fair value of our investment portfolio due to changes in interest rates. Declines in interest rates, however, would reduce our future interest income. The effect of a hypothetical 10% change in interest rates would not have a material negative impact on our condensed consolidated financial statements. As of June 30, 2026, we had no outstanding obligations under our line of credit with HSBC under the Loan Agreement. To the extent we enter into other long-term debt arrangements in the future, we would be subject to fluctuations in interest rates which could have a material impact on our future financial condition and results of operations.

Foreign Currency Exchange Risk

We have foreign currency risks related to our revenue denominated in currencies other than the U.S. Dollar, primarily consisting of the Euro, the Singapore Dollar, the Japanese Yen, the Australian Dollar and the British Pound Sterling. Our revenues therefore benefit from a weakening of the U.S. Dollar relative to these currencies and, conversely, are adversely affected by a strengthening of the U.S. Dollar relative to these currencies.

We also have foreign currency risks related to operating expenses denominated in a number of currencies other than the U.S. Dollar. Our expenses are therefore adversely affected from a weakening of the U.S. Dollar relative to these currencies and, conversely, benefit by a strengthening of the U.S. Dollar relative to these currencies.

Revenues denominated in the U.S. Dollar as a percentage of total revenues were approximately 37% for the three months ended June 30, 2026. Expenses denominated in the U.S. Dollar as a percentage of total expenses were approximately 49% for the three months ended June 30, 2026.

A hypothetical 10% increase in the U.S. Dollar against other currencies would have resulted in a decrease in income from operations of approximately $2.3 million for the three months ended June 30, 2026. This analysis disregards that rates can move in opposite directions and that losses from one geographic area may be offset by gains from another geographic area.

Concentration of Credit Risk

We deposit our cash with financial institutions, and, at times, such balances may exceed federally insured limits.

Part I

Item 4

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer (in his capacity as “Principal Executive Officer”) and our Chief Financial Officer (in his capacity as “Principal Financial and Accounting Officer”), we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e)) under the Exchange Act, as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.

As such, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that our condensed consolidated financial statements included in this report present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (“GAAP”).

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II

Items 1 and 1A

PART II. OTHER INFORMATION

****Item 1. Legal Proceedings

In the normal course of our business, we may be involved in various claims, negotiations, and legal actions. Except for such claims that arise in the normal course of business, as of and for the fiscal quarter ended June 30, 2026, we are not a party to any material asserted, ongoing, threatened, or pending claims, suits, assessments, proceedings, or other litigation.

Refer to the information under the section titled “Risk Factors” of our Annual Report (Part I, Item 1A of our Annual Report) for information regarding the potential legal and regulatory risks (including potential legal proceedings and litigation) in which we may become involved.

Item 1A. Risk Factors

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report*,* which risks and uncertainties could affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. There have been no material changes to the risk factors previously disclosed in our Annual Report. We urge you to read the risk factors in our Annual Report.

Part II

Items 2, 3 and 4

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

During the three months ended June 30, 2026, we did not issue any shares of our common stock or any other equity securities without registration under the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

On March 17, 2022, we announced that our Board of Directors authorized the Share Repurchase Program, which was renewed for an additional three years on February 25, 2025, and May 5, 2026. Under the Share Repurchase Program, we have the authority to buy up to $150 million of our common stock shares via acquisitions in the open market or privately negotiated transactions. Purchases made pursuant to the Share Repurchase Program may be conducted in compliance with Exchange Act Rule 10b-18 and/or Exchange Act Rule 10b5-1. Purchases made pursuant to the Share Repurchase Program will be conducted in compliance with all applicable legal, regulatory, and internal policy requirements, including our Insider Trading Policy. We are not obligated to make purchases of, nor are we obligated to acquire any particular amount of, our common stock under the Share Repurchase Program. The Share Repurchase Program may be suspended or discontinued at any time.

The following table presents information with respect to common stock shares repurchased under the Share Repurchase Program during the three months ended June 30, 2026:

(1) All shares reported herein, including shares repurchased to satisfy employee taxes on vesting RSUs, were purchased pursuant to the publicly announced Share Repurchase Program.

(2) Average price paid per share includes costs associated with the repurchases and excludes the 1% excise tax on stock repurchases enacted by the Inflation Reduction Act of 2022.

(3) The maximum remaining dollar value of shares that may yet be purchased under the Share Repurchase Program is reduced by the aggregate price paid for share purchases in addition to any fees, commissions, or other costs that may arise as a result of the purchase.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Part II

Item 5

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Plan Election

During the quarter ended June 30, 2026, no director or officer of the Company, adopted or terminated a “Rule 10b5-1 trading arrangement,” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Part II

Item 6

Item 6. Exhibits

The following exhibits are filed as part of, furnished with, or incorporated by reference into, this Quarterly Report, in each case as indicated therein.

Exhibit Index

** Furnished herewith. Any exhibit furnished herewith (including the certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto) are deemed to accompany this Quarterly Report and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

SIGNATURES

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