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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Factors that could cause or contribute to such differences include those identified below and those discussed in the section titled “Risk Factors” and other parts of this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Our mission is to create meaningful connections between companies and their ideal customers. We provide end-to-end AI-powered advertising solutions for businesses to reach, monetize, and grow their global audience. Our scaled business model is intricately linked to the advertising ecosystem, providing a durable competitive advantage. We generate revenue when our advertisers achieve their return on advertising spend targets with our advertising solutions, ensuring that their success directly fuels our growth.

Since our founding in 2011, we have been focused on building advertising solutions for advertisers to improve the marketing and monetization of their content. Our founders, who were mobile app developers themselves, quickly realized the real impediment to success and growth in the advertising ecosystem was a discovery and monetization problem—breaking through the congested app stores to efficiently find users and successfully grow their business. Their first-hand experience with these challenges led to the development of our infrastructure and advertising solutions.

Our Business Model

We primarily generate revenue from fees paid by advertisers who use our advertising solutions to grow and monetize their content. We are able to grow our revenue by improving our various technologies, including improvements to our Axon AI recommendation engine.

Advertising clients include a wide variety of advertisers, from indie developer studios to some of the largest global internet platforms, such as Meta and Google. We see multiple opportunities to gain new clients, and to increase spend from existing clients, as we help them grow their businesses and make them more successful.

Our advertising solutions include Axon Ads Manager, MAX, Adjust, and Wurl. Clients use Axon Ads Manager to automate, optimize, and manage customer acquisition. They set marketing and transaction goals, and Axon Ads Manager maximizes advertising spend at their return on advertising spend targets and other marketing objectives. Axon Ads Manager comprises the vast majority of revenue. Revenue represents the dynamically-priced amount charged to advertisers based on their campaign goals, less consideration paid or payable to publishers.

Publishers use MAX to optimize the sale of their app advertising inventory to demand-side platforms and ad networks. The MAX tool provides insights to manage against key performance indicators, understand the long-term value of users, and help manage profitability. Revenue from MAX is generated based on a percentage of winning auction spend. As demand-side platforms continue to improve their recommendation systems and more apps adopt in-app advertising, we expect growth in the adoption of, and revenue from, MAX.

Advertising clients use Adjust's measurement and analytics marketing platform to better understand their users' journey while allowing marketers to make smarter decisions through measurement, attribution and fraud prevention. Revenue from Adjust is primarily generated from an annual software subscription fee.

Advertising clients use Wurl's connected TV ("CTV") platform to distribute streaming video and maximize revenue. Revenue from Wurl is primarily generated from content companies and streamers typically on a usage-based and/or CPM model.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

We define Adjusted EBITDA for a particular period as net income adjusted for loss from discontinued operations, net of income taxes, interest expense, other income, net (excluding certain recurring items), provision for income taxes, amortization, depreciation and write-offs and as further adjusted for stock-based compensation, transaction-related expense, restructuring costs (benefits), and non-operating foreign exchange gain, as we believe

these items are not reflective of our core operating performance. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue for the same period.

Adjusted EBITDA and Adjusted EBITDA margin are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. We believe Adjusted EBITDA and Adjusted EBITDA margin are helpful to investors, analysts, and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors, and other interested parties to evaluate and assess performance. We use Adjusted EBITDA and Adjusted EBITDA margin in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance.

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures and are presented for supplemental informational purposes only and should not be considered as alternatives or substitutes to financial information presented in accordance with GAAP. These measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated statement of operations that are necessary to run our business. Our definitions may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. Thus, our Adjusted EBITDA and Adjusted EBITDA margin should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.

The following table provides our Adjusted EBITDA and Adjusted EBITDA margin for the three months ended March 31, 2026 and 2025, and a reconciliation of net income to Adjusted EBITDA:

			Three Months Ended March 31,
			2026						2025
			(in thousands, except percentages)
Revenue			$	1,842,449					$	1,158,974
Net income			1,205,613						576,419
Net margin			65.4%						49.7%
Loss from discontinued operations, net of income taxes			—						147,119
Net income from continuing operations			1,205,613						723,538
Net margin from continuing operations			65.4%						62.4%
Adjusted as follows:
Interest expense			51,159						52,888
Other income, net1			(41,360)						(8,644)
Provision for income taxes			225,795						71,068
Amortization, depreciation and write-offs			33,665						31,946
Non-operating foreign exchange gain			(1,266)						(320)
Stock-based compensation			83,469						59,115
Transaction-related expense2			(49)						4,583
Restructuring costs (benefits)2			(107)						3,598
Adjusted EBITDA			$	1,556,919					$	937,772
Adjusted EBITDA margin			84.5%						80.9%

1 Excludes recurring operational foreign exchange gains and losses.

2 Negative amount reflects a reversal of amounts expensed in prior periods.

Free Cash Flow

We define Free Cash Flow as net cash provided by operating activities less purchases of property and equipment and principal payment of finance leases. We use Free Cash Flow to help manage the health of our business, prepare budgets and for capital allocation purposes. We believe Free Cash Flow provides useful supplemental information to help investors understand underlying trends in our business and our liquidity. Free Cash Flow also reflects cash flows from both continuing and discontinued operations. Our definition may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies

may not publish Free Cash Flow or similar metrics. Thus, our Free Cash Flow should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP.

The following table provides our Free Cash Flow for the three months ended March 31, 2026 and 2025, and a reconciliation of net cash provided by operating activities to Free Cash Flow:

			Three Months Ended March 31,
			2026						2025
			(in thousands)
Net cash provided by operating activities			$	1,291,393					$	831,712
Less:
Purchase of property and equipment			(413)						(138)
Principal payments of finance leases			(4,232)						(5,843)
Free Cash Flow			$	1,286,748					$	825,731
Net cash used in investing activities			$	(5,247)					$	(22,664)
Net cash used in financing activities			$	(1,012,232)					$	(1,002,217)

Factors Affecting Our Performance

We believe that the future success of our business depends on many factors, including the factors described below.

Continue to invest in innovation

We have made, and intend to continue to make, significant investments in our advertising solutions to enhance their effectiveness and value proposition for our clients. We expect to continue to invest in our technology and to incur related costs, including costs to attract and retain critical engineering talent, such as stock-based compensation, as well as datacenter costs as we continue to launch enhancements to our Axon recommendation system. We believe investments in our technology will further improve effectiveness for advertisers. Our investments will also allow us to continue to enter into and expand into new verticals outside of gaming, such as e-commerce and CTV. We also continue to opportunistically explore strategic transactions related to our advertising solutions and the expansion of the markets we serve.

Attract and retain clients

We rely on existing clients for a significant portion of our revenue. As we improve our advertising solutions, we can attract additional spend from these clients. Our clients include indie studio developers and some of the largest advertising platforms in the world. We believe there is significant room for us to further expand our relationships with existing clients and increase their usage of our advertising solutions, as well as to onboard new clients. We expect to continue to invest in sales and marketing to enhance awareness of the Axon brand and drive new client acquisition.

Changes to the mobile app and advertising ecosystems

Our business and results of operations are and will continue to be, impacted by industry factors that drive the overall performance and growth of the mobile app and advertising ecosystems. Mobile app developers rely on third-party platforms, such as the Apple App Store and Google Play Store, among others, to distribute apps, collect payments made for in-app purchases, and target users with relevant advertising. These third-party platforms have significant market power and discretion to set platform fees, select which apps to promote, and decide how much consumer information to provide to advertising networks that enable our advertising solutions to target users with personalized and relevant advertising and allocate marketing campaigns in an efficient and cost-effective manner. Any changes made to the policies of these third-party platforms can drive rapid change across the mobile app and advertising ecosystems. Both the Apple App Store and Google Play Store have made various changes to their policies in recent years, as further discussed in the section titled “Risk Factors–Risks Related to Our Business, Operations and Industry–If third-party platforms change their policies in a way that harms our business, including the design and effectiveness of our advertising solutions, our business, financial condition, and results of operations could be adversely affected.” The mobile app and advertising ecosystems also continue to be subject to an evolving legal and regulatory landscape, including with respect to data protection, privacy, and AI. We must continue to innovate and stay ahead of developments in the advertising and mobile app ecosystems in order for our business to succeed and our results of operations to continue to improve.

Components of Results of Operations

Revenue

We generate substantially all of our revenue from fees collected from advertisers spending on Axon Ads Manager, which are determined dynamically based on advertisers' campaign goals. Revenue from other services was not material. Revenue does not include the results of our former Apps Business, which is classified as discontinued operations.

Cost of Revenue and Operating Expenses

Cost of revenue. Cost of revenue consists primarily of datacenter costs related mainly to third-party cloud computing services, amortization of acquired technology-related intangible assets and finance lease right-of-use assets related to certain servers and networking equipment, and third-party payment processing fees related to customer transactions.

Sales and marketing. Sales and marketing expenses consist primarily of personnel-related expenses including salaries, benefits, and stock-based compensation for employees engaged in sales and marketing activities, expenses related to marketing programs and other advertising activities, and amortization of acquired user-related intangible assets.

Research and development. Research and development expenses consist primarily of personnel-related expenses including salaries, benefits, and stock-based compensation for employees engaged in research and development activities related to existing and new products.

General and administrative. General and administrative expenses consist primarily of personnel-related expenses including salaries, benefits, and stock-based compensation for employees engaged in finance, accounting, legal, human resources and other administrative support functions, professional services fees related to legal, accounting, recruiting, and other administrative services (including acquisition or other transaction-related expenses), facilities related costs and other corporate expenses.

Other Income and Expenses

Interest expense. Interest expense consists primarily of interest expense associated with our outstanding debt, including accretion of debt discount, and issuance costs.

Other income, net. Other income, net, primarily includes interest earned on our cash and cash equivalents, fair value adjustments relating to our non-marketable equity securities, and foreign currency gains and losses.

Provision for income taxes. We are subject to income taxes in the United States and foreign jurisdictions in which we do business. These foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of our foreign earnings may also be taxable in the United States. Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to domestic income, deduction related to foreign-derived income, future changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws. Additionally, our effective tax rate can vary based on the amount of pre-tax income or loss.

Results of Operations

In this section, we discuss the results of our operations for the three months ended March 31, 2026 and 2025.

The following tables summarize our historical condensed consolidated statements of operations:

			Three Months Ended March 31,
			2026						2025
			(in thousands)
Revenue			$	1,842,449					$	1,158,974
Costs and expenses:
Cost of revenue(1)(2)			203,632						151,680
Sales and marketing(1)(2)			60,751						59,383
Research and development(1)			94,104						56,406
General and administrative(1)			44,029						51,523
Total costs and expenses			402,516						318,992
Income from operations			1,439,933						839,982
Other income (expense):
Interest expense			(51,159)						(52,888)
Other income, net			42,634						7,512
Total other expense, net			(8,525)						(45,376)
Income before income taxes			1,431,408						794,606
Provision for income taxes			225,795						71,068
Net income from continuing operations			1,205,613						723,538
Loss from discontinued operations, net of income taxes			—						(147,119)
Net income			$	1,205,613					$	576,419

__________________

(1) Includes stock-based compensation as follows:

			Three Months Ended March 31,
			2026						2025
			(in thousands)
Cost of revenue			$	59					$	1,100
Sales and marketing			3,232						15,966
Research and development			67,374						27,793
General and administrative			12,804						14,256
Total stock-based compensation			$	83,469					$	59,115

(2) Includes amortization expense related to intangible assets as follows:

			Three Months Ended March 31,
			2026						2025
			(in thousands)
Cost of revenue			$	11,807					$	9,303
Sales and marketing			13,934						13,526
Total amortization expense related to intangible assets			$	25,741					$	22,829

The following table sets forth the components of our condensed consolidated statements of operations for each of the periods presented as a percentage of revenue(1):

			Three Months Ended March 31,
			2026						2025
Revenue			100		%				100		%
Costs and expenses:
Cost of revenue			11		%				13		%
Sales and marketing			3		%				5		%
Research and development			5		%				5		%
General and administrative			2		%				4		%
Total costs and expenses			22		%				28		%
Income from operations			78		%				72		%
Other income (expense):
Interest expense			(3)		%				(5)		%
Other income, net			2		%				1		%
Total other expense, net			—		%				(4)		%
Income before income taxes			78		%				69		%
Provision for income taxes			12		%				6		%
Net income from continuing operations			65		%				62		%
Loss from discontinued operations, net of income taxes			0		%				(13)		%
Net income			65		%				50		%

---

(1) Totals of percentages of revenue may not foot due to rounding.

Comparison of Our Results of Operations for the Three Months Ended March 31, 2026 and 2025

Revenue

			Three Months Ended March 31,												2025 to 2026 % Change
			2026						2025
			(in thousands, except percentages)
Revenue			$	1,842,449					$	1,158,974					59		%

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

For the three months ended March 31, 2026, our revenue increased by $683.5 million, or 59%, compared to the same period in the prior year due primarily to improved Axon Ads Manager, where net revenue per installation increased 93%, partially offset by a decrease in the volume of installations of 18%.

Cost of revenue

			Three Months Ended March 31,												2025 to 2026 % Change
			2026						2025
			(in thousands, except percentages)
Cost of revenue			$	203,632					$	151,680					34		%
Percentage of revenue			11		%				13		%

Cost of revenue in the three months ended March 31, 2026 increased by $52.0 million, or 34%, compared to the same period in the prior year, due primarily to an increase of $39.9 million in expenses associated with operating our network infrastructure driven by the growth in our operations.

Sales and marketing

			Three Months Ended March 31,												2025 to 2026 % Change
			2026						2025
			(in thousands, except percentages)
Sales and marketing			$	60,751					$	59,383					2		%
Percentage of revenue			3		%				5		%

Sales and marketing expenses in the three months ended March 31, 2026 increased by $1.4 million, or 2%, compared to the same period in the prior year, due primarily to an increase of $16.7 million in advertising and marketing program costs, partially offset by a decrease of $15.3 million in personnel-related expenses related to a decrease in stock-based compensation-related payroll costs.

Research and development

			Three Months Ended March 31,												2025 to 2026 % Change
			2026						2025
			(in thousands, except percentages)
Research and development			$	94,104					$	56,406					67		%
Percentage of revenue			5		%				5		%

Research and development expenses in the three months ended March 31, 2026 increased by $37.7 million, or 67%, compared to the same period in the prior year, due primarily to an increase of $36.5 million in personnel-related expenses related to an increase in stock-based compensation-related payroll costs.

General and administrative

			Three Months Ended March 31,												2025 to 2026 % Change
			2026						2025
			(in thousands, except percentages)
General and administrative			$	44,029					$	51,523					(15)		%
Percentage of revenue			2		%				4		%

General and administrative expenses in the three months ended March 31, 2026 decreased by $7.5 million, or 15%, compared to the same period in the prior year, due to a decrease of $6.2 million in bad debt expense and a decrease of $2.1 million in professional services costs primarily associated with transaction-related expenses.

Interest expense

			Three Months Ended March 31,												2025 to 2026 % Change
			2026						2025
			(in thousands, except percentages)
Interest expense			$	(51,159)					$	(52,888)					(3)		%
Percentage of revenue			(3)		%				(5)		%

In the three months ended March 31, 2026, interest expense decreased by $1.7 million, or 3%, compared to the same period in the prior year, due primarily to a decrease of $0.9 million in interest expense as a result of outstanding borrowings in the prior year period under our revolving credit facility.

Other income, net

			Three Months Ended March 31,												2025 to 2026 % Change
			2026						2025
			(in thousands, except percentages)
Other income, net			$	42,634					$	7,512					**
Percentage of revenue			2		%				1		%

** Not meaningful

In the three months ended March 31, 2026, other income, net increased by $35.1 million compared to the same period in the prior year, due primarily to a net fair value remeasurement gain of $20.7 million related to our investments in non-marketable equity securities in the current period and an increase in interest income of $14.1 million driven by an increase in cash and cash equivalents.

Provision for income taxes

			Three Months Ended March 31,												2025 to 2026 % Change
			2026						2025
			(in thousands, except percentages)
Provision for income taxes			$	225,795					$	71,068					**
Percentage of revenue			12		%				6		%

** Not meaningful

In the three months ended March 31, 2026, the provision for income taxes increased by $154.7 million compared to the same period in the prior year. The increase was primarily driven by higher pre-tax income from business operations during the three months ended March 31, 2026, foreign income taxed at different rates, and a decrease in stock-based compensation benefits, partially offset by an increase in foreign-derived income deduction.

Liquidity and Capital Resources

As of March 31, 2026, we had cash and cash equivalents of $2.8 billion, consisting primarily of cash in checking and interest-bearing deposit accounts, as well as investments in money market funds. We believe that our existing cash and cash equivalents, cash flows expected to be generated by our operations, and, if necessary, our borrowing capacity under our 2024 Credit Agreement that provides for a $1.0 billion unsecured revolving credit facility, would be sufficient to satisfy our anticipated working capital and capital expenditures needs for at least the next 12 months. Our future capital requirements will depend on many factors, including our revenue growth rate; sales and marketing activities; timing and extent of spending to support our research and development efforts; capital expenditures to purchase hardware and software; our continued need to invest in our IT infrastructure to support our growth; and the volume and timing of our share repurchases. In addition, we may enter into additional strategic investments in teams and technologies, including intellectual property rights, which could increase our cash requirements. As a result of these and other factors, we may be required to seek additional equity or debt financing sooner than we currently anticipate, or we may opportunistically seek additional financing. See the section titled “Risk Factors—Risks Related to Financial and Accounting Matters” for more information regarding risks related to liquidity and capital resources.

The following table summarizes our cash flows for the periods indicated (all periods include cash flows from continuing and discontinued operations, to the extent applicable):

			Three Months Ended March 31,
			2026						2025
			(in thousands)
Net cash provided by operating activities			$	1,291,393					$	831,712
Net cash used in investing activities			$	(5,247)					$	(22,664)
Net cash used in financing activities			$	(1,012,232)					$	(1,002,217)

Operating Activities

Net cash provided by operating activities was $1.3 billion for the three months ended March 31, 2026, primarily consisting of $1.2 billion of net income, adjusted for certain non-cash items, including $83.4 million of stock-based compensation and $33.7 million of amortization, depreciation and write-offs, which were partially offset by a net decrease in operating assets and liabilities of $14.8 million.

Net cash provided by operating activities was $831.7 million for the three months ended March 31, 2025, primarily consisting of $576.4 million of net income, adjusted for certain non-cash items, including $188.9 million of goodwill impairment, $79.9 million of amortization, depreciation and write-offs, and $61.3 million of stock-based compensation, which were partially offset by a net decrease in the operating assets and liabilities of $82.9 million.

The improvement in cash flows from operating activities during the three months ended March 31, 2026 compared to the same period in the prior year was primarily driven by increased cash collections from customers due to revenue growth, partially offset by increased publisher payments, operational spending, and cash paid for income taxes.

Investing Activities

Net cash used in investing activities was $5.2 million for the three months ended March 31, 2026 and primarily related to payments for initial direct costs of certain new leases.

Net cash used in investing activities was $22.7 million for the three months ended March 31, 2025, primarily consisting of $18.7 million in purchases of non-marketable equity securities and $2.3 million in capitalized software development costs.

Financing Activities

Net cash used in financing activities was $1.0 billion for the three months ended March 31, 2026, primarily driven by $981.7 million in share repurchases under our share repurchase program and $26.9 million in payments for withholding taxes related to the net share settlement of equity awards.

Net cash used in financing activities was $1.0 billion for the three months ended March 31, 2025, primarily driven by $1.0 billion in share repurchases under our share repurchase program, $185.7 million in payments for withholding taxes related to the net share settlement of equity awards, and payments of licensed asset obligation of $13.5 million, partially offset by proceeds of $200.0 million from borrowings under the revolving credit facility pursuant to the 2024 Credit Agreement.

Share Repurchase Program

During the three months ended March 31, 2026, we repurchased and retired 2.2 million shares of Class A common stock for $1.0 billion. As of March 31, 2026, $2.3 billion remained available for repurchases under the program. The program has no expiration date, does not obligate us to repurchase any specific amount of stock, and may be modified, suspended, or terminated at any time at our discretion. For additional information, see Note 7 – Equity of the Notes to condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Contractual Obligations

Except for scheduled payments from the ongoing business, there were no other material changes to our commitments under contractual obligations since December 31, 2025. For additional information, see Note 5 – Commitments and Contingencies of the Notes to condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. On an ongoing basis, we evaluate our estimates based on assumptions that are believed to be reasonable under the circumstances. These estimates are inherently subject to judgment and actual results could differ materially from those estimates.

An accounting estimate is considered critical if it involves significant subjectivity and judgment, and if changes in the estimate have had or are reasonably likely to have a material effect on our consolidated financial statements.

There have been no material changes to our critical accounting estimates during the three months ended March 31, 2026, as compared to those disclosed in our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. For additional information on all of our significant accounting policies, see Note 2 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

Recent Accounting Pronouncements

See Note 1 – Description of Business and Summary of Significant Accounting Policies of the Notes to condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.