Form 8-K

8-K — Stride, Inc.

Accession: 0001171843-26-006722

Filed: 2026-10-20

Period: 2026-10-20

CIK: 0001157408

SIC: 8200 (SERVICES-EDUCATIONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_102026.htm (Primary)

EX-99.1 — PRESS RELEASE (exh_991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: f8k_102026.htm · Sequence: 1

Form 8-K

False000115740800011574082026-10-202026-10-20iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2026

_______________________________

Stride, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware 001-33883 95-4774688

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

11720 Plaza America Drive, 9th Floor

Reston, Virginia 20190

(Address of Principal Executive Offices) (Zip Code)

(703) 483-7000

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.0001 par value per share LRN New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 20, 2026, Stride, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter fiscal year 2027 ended September 30, 2026. A copy of the Company’s press release is furnished herewith as Exhibit 99.1.

The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this 8-K are forward-looking statements, including, but not limited to, trends, expectations, guidance, statements as to any future share repurchases, the manner thereof, and the implementation of any capital allocation strategy. We have tried, whenever possible, to identify these forward-looking statements using words such as “outlook,” “forecasts,” “anticipates,” “trends,” “believes,” “estimates,” “continues,” “likely,” “may,” “opportunity,” “potential,” “projects,” “will,” “will be,” “expects,” “plans,” “intends,” “should,” “would” and similar expressions to identify forward-looking statements, whether in the negative or the affirmative. These statements reflect our current beliefs and are based upon information currently available to us. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause our actual actions, results, performance or achievements to differ materially from those expressed in, or implied by, such statements. These risks, uncertainties, factors and contingencies include, but are not limited to: reduction of per pupil funding amounts at the schools we serve; inability to achieve a sufficient level of new enrollments to sustain our business model or to meet financial or operational guidance; limitations of the enrollment data we present, which may not fully capture trends in the performance of our business; failure to enter into new school contracts or renew existing contracts, in part or in their entirety; failure of the schools we serve, our vendors, or us to comply with our contracts, or federal, state and local laws and regulations, resulting in a loss of funding, an obligation to repay funds previously received, contractual remedies, or actions or proceedings against us; governmental investigations that could result in fines, penalties, settlements, or injunctive relief; declines or variations in academic performance outcomes of the students and schools we serve, including due to the evolution of curriculum standards, testing programs and state accountability metrics; harm to our reputation resulting from poor performance or misconduct by operators or us in any school in our industry and/or in any school which we operate; legal and regulatory challenges from opponents of virtual public education or for-profit education companies; potential violation of laws and regulations relating to privacy and data protection, including such laws and regulations as may apply to children’s data; changes in national and local economic and business conditions and other factors, such as natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments; discrepancies in interpretation of legislation by regulatory agencies that may lead to payment or funding disputes; termination of our contracts, or a reduction or termination in the scope of services, with schools; failure to develop the Career Learning business; entry of new competitors with superior technologies (including artificial intelligence (“AI”)) and lower prices; unsuccessful integration of mergers, acquisitions and joint ventures; failure to further develop, maintain and enhance our technology, products, services and brands; inadequate recruiting, training and retention of effective teachers and employees; infringement of our intellectual property; disruptions to our Internet-based learning and delivery systems, including, but not limited to, our data storage systems and third-party cloud infrastructure, systems and facilities, including as a result of cybersecurity attacks; misuse or unauthorized disclosure of student and personal data; failure to prevent or mitigate a cybersecurity incident that affects our systems or our data; problems in the implementation of new information technology systems and technology; failure by us or third parties to maintain and support information technology systems, including addressing quality issues and timely delivering new products and enhancements; risks related to the use, implementation and regulation of AI and other emerging technologies, including in the education of children, and their use by third-party vendors; risks related to our stock repurchase program; the extent to which we acquire businesses or change our capital allocation strategy or the implementation thereof; changes in our effective tax rate and additional liabilities; and other risks and uncertainties associated with our business described in the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended June 30, 2026 and any subsequently filed Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or the Company’s other filings with the Securities and Exchange Commission. Forward-looking statements reflect our management’s expectations or predictions of future conditions, events or results based on various assumptions and estimates. They are not guarantees of future performance. Our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in any such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements in this 8-K or that we make from time to time, and to consider carefully the factors discussed above. All information in this 8-K is as of today’s date, and the Company undertakes no obligation to update any forward-looking statement as a result of new information, future events or otherwise, except where we are expressly required to do so by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1 Press Release regarding financial results for the quarter ended September 30, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Stride, Inc.

Date: October 20, 2026 By: /s/ Greerson G. McMullen, Sr.

Greerson G. McMullen, Sr.

EVP, General Counsel & Secretary

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: exh_991.htm · Sequence: 2

EdgarFiling

EXHIBIT 99.1

Stride reports first quarter 2027 financial results

RESTON, Va., Oct. 20, 2026 (GLOBE NEWSWIRE) -- Stride, Inc. (NYSE: LRN), one of the nation’s most successful technology-based education companies, today announced its results for the first quarter of fiscal year 2027 ended September 30, 2026.

First Quarter Fiscal 2027 Highlights Compared to 2026

Revenue of $639.4 million, compared with $620.9 million

Income from operations of $84.3 million, compared with $69.0 million

Net income of $64.9 million, compared with $68.8 million

Diluted net income per share of $1.45, compared with $1.40

Adjusted operating income of $78.6 million, compared with $81.1 million (1)

Adjusted EBITDA of $111.8 million, compared with $108.4 million (1)

Adjusted earnings per share of $1.37, compared with $1.52 (1)

First Quarter Fiscal 2027 Summary Financial Metrics

Three Months Ended September 30, Change 2026/2025

2026 2025 $ %

(In thousands, except percentages and per share data)

Revenues $ 639,378 $ 620,884 $ 18,494 3.0%

Income from operations 84,268 68,983 15,285 22.2%

Adjusted operating income (1) 78,646 81,138 (2,492) (3.1)%

Net income 64,919 68,800 (3,881) (5.6)%

Net income per share, diluted 1.45 1.40 0.05 3.6%

Adjusted earnings per share (1) 1.37 1.52 (0.15) (9.9)%

EBITDA (1) 119,202 98,217 20,985 21.4%

Adjusted EBITDA (1) 111,810 108,439 3,371 3.1%

(1) To supplement our financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), we also present non-GAAP financial measures including adjusted operating income (loss), EBITDA, adjusted EBITDA, and adjusted earnings per share. Management believes that these additional measures provide useful information to investors relating to our financial performance. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is provided below.

Revenue Data

Three Months Ended September 30, Change 2026/2025

2026 2025 $ %

(In thousands, except percentages)

General Education $ 356,606 $ 363,116 $ (6,510) (1.8)%

Career Learning

Middle - High School 272,098 241,500 30,598 12.7%

Adult 10,674 16,268 (5,594) (34.4)%

Total Career Learning 282,772 257,768 25,004 9.7%

Total Revenues 639,378 620,884 18,494 3.0%

Enrollment and Revenue Per Enrollment Data

First quarter enrollments averaged 241.4K, down (2.5)% compared to 247.7K enrollments in the first quarter of fiscal year 2026. Of the total enrollments, 112.2K were Career Learning enrollments, up 2.0% compared to 110.0K Career Learning enrollments in the first quarter of fiscal 2026.

Enrollments include those students in full service public or private programs where Stride provides a combination of curriculum, technology, and instructional and support services, inclusive of administrative support and may include enrollments for which Stride receives no public funding or revenue. Stride does not report enrollments for our Adult Learning business.

Revenue per enrollment for the first quarter was $2,556, up 7.0% compared to $2,388 in the first quarter of fiscal year 2026. General Education revenue per enrollment was $2,670, up 5.0%, and Career Learning revenue per enrollment was $2,425, up 10.4%, compared to fiscal year 2026. If the mix of enrollments changes, our revenues will be impacted to the extent the average revenues per enrollment are significantly different.

Cash Flow and Capital Allocation

As of September 30, 2026, the Company’s cash and cash equivalents and marketable securities totaled $884.2 million, compared with $1,034.1 million reported at June 30, 2026.

Capital expenditures for the three months ended September 30, 2026 were $24.5 million, compared to $21.7 million in the three months ended September 30, 2025, and were comprised of $17.9 million of capitalized software development and $6.6 million of capitalized curriculum development.

Fiscal Year 2027 Outlook

The Company is forecasting the following for the full fiscal year 2027:

Revenue in the range of $2.530 billion to $2.610 billion

Capital expenditures in the range of $70 million to $80 million. Note that capital expenditures include the purchase of property and equipment, and capitalized software and curriculum development costs as defined on our Statement of Cash Flows

Effective tax rate of 24% to 26%

Adjusted operating income in the range of $500 million to $530 million (2)

The Company is forecasting the following for the second quarter of fiscal year 2027:

Revenue in the range of $625 million to $645 million

Capital expenditures in the range of $19 million to $21 million. Note that capital expenditures include the purchase of property and equipment, and capitalized software and curriculum development costs as defined on our Statement of Cash Flows

Adjusted operating income in the range of $135 million to $145 million (2)

(2) In addition to providing an outlook for revenue and capital expenditures, adjusted operating income is provided as a supplemental non-GAAP financial measure as management believes that it provides useful information to our investors. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is provided below. Please also see Special Note on Forward-Looking Statements below.

Conference Call

The Company will discuss its first quarter fiscal year 2027 financial results during a conference call scheduled for Tuesday, October 20, 2026 at 5:00 p.m. Eastern Time (ET).

A live webcast of the call will be available at investors.stridelearning.com/events-and-presentations. To participate in the live call, investors and analysts should dial (833) 461-5787 (domestic) or +1 (585) 542-9983 (international) and provide the conference ID number 305 592 627. Please access the website at least 15 minutes prior to the start of the call.

A replay of the call will be posted at investors.stridelearning.com/events-and-presentations.

About Stride Inc.

Stride Inc. (NYSE: LRN) is redefining lifelong learning with innovative, high-quality education solutions. Serving learners in primary, secondary, and postsecondary settings, Stride provides a wide range of services including K-12 education, career learning, professional skills training, and talent development. Stride reaches learners in all 50 states and over 100 countries. Learn more at stridelearning.com.

Investor Contact

ir@k12.com Media Contact

press@k12.com

Special Note on Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release are forward-looking statements, such as any statements that look to future events and include, among other things, our expectations regarding: mix of enrollment, revenue per enrollment, future financial and other trends, forecasts, assumptions and guidance, and future share repurchases. We have tried, whenever possible, to identify these forward-looking statements using words such as “outlook,” “forecasts,” “anticipates,” “trends,” “believes,” “estimates,” “continues,” “likely,” “may,” “opportunity,” “potential,” “projects,” “will,” “will be,” “expects,” “plans,” “intends,” “should,” “would” and similar expressions to identify forward-looking statements, whether in the negative or the affirmative. These statements reflect our current beliefs and are based upon information currently available to us. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements. These risks, uncertainties, factors and contingencies include, but are not limited to: reduction of per pupil funding amounts at the schools we serve; inability to achieve a sufficient level of new enrollments to sustain our business model or to meet financial or operational guidance; limitations of the enrollment data we present, which may not fully capture trends in the performance of our business; failure to enter into new school contracts or renew existing contracts, in part or in their entirety; failure of the schools we serve, our vendors, or us to comply with our contracts, or federal, state and local laws and regulations, resulting in a loss of funding, an obligation to repay funds previously received, contractual remedies, or actions or proceedings against us; governmental investigations that could result in fines, penalties, settlements, or injunctive relief; declines or variations in academic performance outcomes of the students and schools we serve, including due to the evolution of curriculum standards, testing programs and state accountability metrics; harm to our reputation resulting from poor performance or misconduct by operators or us in any school in our industry and/or in any school which we operate; legal and regulatory challenges from opponents of virtual public education or for-profit education companies; potential violation of laws and regulations relating to privacy and data protection, including such laws and regulations as may apply to children’s data; changes in national and local economic and business conditions and other factors, such as natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments; discrepancies in interpretation of legislation by regulatory agencies that may lead to payment or funding disputes; termination of our contracts, or a reduction or termination in the scope of services, with schools; failure to develop the Career Learning business; entry of new competitors with superior technologies (including artificial intelligence (“AI”)) and lower prices; unsuccessful integration of mergers, acquisitions and joint ventures; failure to further develop, maintain and enhance our technology, products, services and brands; inadequate recruiting, training and retention of effective teachers and employees; infringement of our intellectual property; disruptions to our Internet-based learning and delivery systems, including, but not limited to, our data storage systems and third-party cloud infrastructure, systems and facilities, including as a result of cybersecurity attacks; misuse or unauthorized disclosure of student and personal data; failure to prevent or mitigate a cybersecurity incident that affects our systems or our data; problems in the implementation of new information technology systems and technology; failure by us or third parties to maintain and support information technology systems, including addressing quality issues and timely delivering new products and enhancements; risks related to the use, implementation and regulation of AI and other emerging technologies, including in the education of children, and their use by third-party vendors; risks related to our stock repurchase program; the extent to which we acquire businesses or change our capital allocation strategy or the implementation thereof; changes in our effective tax rate and additional liabilities; and other risks and uncertainties associated with our business described in the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended June 30, 2026 and any subsequently filed Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or the Company’s other filings with the Securities and Exchange Commission. Forward-looking statements reflect our management’s expectations or predictions of future conditions, events or results based on various assumptions and estimates. They are not guarantees of future performance. Our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements in this press release or that we make from time to time, and to consider carefully the factors discussed above. All information in this press release is as of today’s date, and the Company undertakes no obligation to update any forward-looking statement as a result of new information, future events or otherwise, except where we are expressly required to do so by law.

Financial Statements

The financial statements set forth below are not the complete set of Stride, Inc.’s financial statements for the three months ended September 30, 2026 and are presented below without footnotes. Readers are encouraged to obtain and carefully review Stride Inc.’s Quarterly Report on Form 10-Q for the three months ended September 30, 2026, including all financial statements contained therein and the footnotes thereto, filed with the SEC, which may be retrieved from the SEC’s website at www.sec.gov or from Stride Inc.’s Investor Relations website at investors.stridelearning.com.

STRIDE, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

September 30,

2026

2025

(In thousands except share and per share data)

Revenues $ 639,378 $ 620,884

Instructional costs and services 398,261 378,761

Gross margin 241,117 242,123

Selling, general, and administrative expenses 156,849 173,140

Income from operations 84,268 68,983

Interest expense, net (2,906 ) (3,075 )

Other income, net 1,477 16,914

Income before income taxes and income (loss) from equity method investments 82,839 82,822

Income tax expense (17,840 ) (14,423 )

Income (loss) from equity method investments (80 ) 401

Net income attributable to common stockholders $ 64,919 $ 68,800

Net income attributable to common stockholders per share:

Basic $ 1.57 $ 1.59

Diluted $ 1.45 $ 1.40

Weighted average shares used in computing per share amounts:

Basic 41,479,826 43,371,952

Diluted 44,828,092 49,222,851

STRIDE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, June 30,

2026

(audited)

ASSETS (In thousands except share and per share data)

Current assets

Cash and cash equivalents $ 547,750 $ 754,501

Accounts receivable, net of allowance of $31,751 and $31,302 854,808 664,788

Inventories, net 22,665 38,250

Prepaid expenses 75,345 43,052

Marketable securities 241,425 203,499

Other current assets 12,414 12,033

Total current assets 1,754,407 1,716,123

Property and equipment, net 172,974 102,042

Capitalized software, net 101,916 95,002

Capitalized curriculum development costs, net 59,963 56,895

Intangible assets, net 9,106 10,876

Goodwill 246,676 246,676

Deposits and other assets 185,914 207,938

Total assets $ 2,530,956 $ 2,435,552

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable $ 75,884 $ 46,742

Accrued liabilities 68,400 95,446

Accrued compensation and benefits 28,220 62,896

Deferred revenue 6,817 20,553

Current portion of finance lease liability 85,463 60,477

Current portion of operating lease liability 2,374 2,737

Current portion of debt 418,431 -

Total current liabilities 685,589 288,851

Long-term finance lease liability 104,661 56,455

Long-term operating lease liability 8,106 8,316

Long-term debt — 417,995

Deferred tax liability 41,137 13,033

Other long-term liabilities 19,698 18,573

Total liabilities 859,191 803,223

Commitments and contingencies

Stockholders’ equity

Preferred stock, par value $0.0001; 10,000,000 shares authorized; zero shares issued or outstanding — —

Common stock, par value $0.0001; 100,000,000 shares authorized; 49,681,525 and 49,126,917 shares issued; and 42,031,838 and 41,477,230 shares outstanding, respectively 4 4

Additional paid-in capital 714,347 739,829

Accumulated other comprehensive loss (60 ) (59 )

Retained earnings 1,249,564 1,184,645

Treasury stock of 7,649,687 shares at cost (292,090 ) (292,090 )

Total stockholders’ equity 1,671,765 1,632,329

Total liabilities and stockholders' equity $ 2,530,956 $ 2,435,552

STRIDE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

September 30,

2026

2025

(In thousands)

Cash flows from operating activities

Net income $ 64,919 $ 68,800

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization expense 34,934 29,234

Stock-based compensation expense (7,392 ) 10,222

Deferred income taxes 29,425 49,472

Provision for credit losses 2,143 3,377

Amortization of fees on debt 435 429

Noncash operating lease expense 352 2,661

Other 8,092 (3,989 )

Changes in assets and liabilities:

Accounts receivable (191,894 ) (253,026 )

Inventories, prepaid expenses, deposits and other current and long-term assets (18,356 ) (36,322 )

Accounts payable 27,881 15,716

Accrued liabilities (28,566 ) (45,356 )

Accrued compensation and benefits (33,257 ) (30,882 )

Operating lease liability (899 ) (879 )

Deferred revenue and other liabilities (12,604 ) (5,237 )

Net cash used in operating activities (124,787 ) (195,780 )

Cash flows from investing activities

Purchase of property and equipment (4 ) (306 )

Capitalized software development costs (17,911 ) (13,713 )

Capitalized curriculum development costs (6,567 ) (7,677 )

Sale of other investments 35,110 -

Other acquisitions, loans and investments, net of distributions (886 ) (2,574 )

Proceeds from the maturity of marketable securities 61,638 61,767

Purchases of marketable securities (117,295 ) (62,220 )

Net cash used in investing activities (45,915 ) (24,723 )

Cash flows from financing activities

Repayments on finance lease obligations (16,540 ) (11,961 )

Repurchase of restricted stock for income tax withholding (19,509 ) (31,594 )

Net cash used in financing activities (36,049 ) (43,555 )

Net change in cash, cash equivalents and restricted cash (206,751 ) (264,058 )

Cash, cash equivalents and restricted cash, beginning of period 754,501 782,497

Cash, cash equivalents and restricted cash, end of period $ 547,750 $ 518,439

Non-GAAP Financial Measures

To supplement our financial statements presented in accordance with GAAP, we have presented adjusted operating income (loss), EBITDA, adjusted EBITDA, and adjusted earnings per share, which are not presented in accordance with GAAP.

Adjusted operating income (loss) is defined as income (loss) from operations as adjusted for amortization of intangible assets, stock-based compensation, and other one-time charges or gains.

EBITDA is defined as income (loss) from operations as adjusted for depreciation and amortization.

Adjusted EBITDA is defined as income (loss) from operations as adjusted for depreciation and amortization, stock-based compensation, and other one-time charges or gains.

Adjusted earnings per share (adjusted EPS) is defined as net income (loss) attributable to common stockholders as adjusted for the amortization of intangible assets, stock-based compensation, and other one-time charges or gains net of tax impact divided by the diluted weighted average number of common shares outstanding less the shares expected to be received for the capped call transaction related to Stride’s convertible senior notes.

Adjusted operating income (loss), adjusted EBITDA, and adjusted EPS exclude stock-based compensation, which consists of expenses for restricted stock, restricted stock units, and performance stock units.

Management believes that the presentation of these non-GAAP financial measures provides useful information to investors relating to our financial performance. Adjusted operating income (loss), adjusted EBITDA and adjusted EPS remove stock-based compensation, which is a non-cash charge that varies based on market volatility and the terms and conditions of the awards. EBITDA and adjusted EBITDA remove depreciation and amortization, which can vary depending upon accounting methods and the book value of assets. Adjusted operating income (loss), adjusted EBITDA and adjusted earnings per share remove one-time charges or gains which are not related to core operating activities and are not indicative of our ongoing operating performance. Additionally, adjusted EPS includes the impact from shares expected to be received by the Company to offset potential dilution from the convertible senior notes. EBITDA and adjusted EBITDA provide a measure of corporate performance exclusive of capital structure and the method by which assets were acquired.

Management uses these non-GAAP financial measures:

as additional measures of operating performance because they assist in comparing the Company’s performance on a consistent basis; and

in presentations to the members of the Company’s Board of Directors to enable the Board to review the same measures used by management to compare the Company’s current operating results with corresponding prior periods.

Other companies may define these non-GAAP financial measures differently and, as a result, these non-GAAP financial measures may not be directly comparable to similar non-GAAP financial measures used by other companies. Although these non-GAAP financial measures are used to assess the performance of the business, the use of non-GAAP financial measures is limited as they include and/or do not include certain items included and/or not included in the most directly comparable GAAP financial measure.

These non-GAAP financial measures should be considered in addition to, and not as a substitute for, revenues, income (loss) from operations, net income (loss) and diluted net income (loss) per share or other related financial information prepared in accordance with GAAP. Adjusted EBITDA is not intended to be a measure of liquidity. You are cautioned not to place undue reliance on these non-GAAP financial measures.

Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are provided below.

First Quarter Fiscal Year 2027

Reconciliation of Income from Operations to Adjusted Operating Income

Three Months Ended

September 30,

2026

2025

(In thousands)

Income from operations $ 84,268 $ 68,983

Amortization of intangible assets 1,770 1,933

Stock-based compensation expense (7,392 ) 10,222

Adjusted operating income $ 78,646 $ 81,138

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

Three Months Ended

September 30,

2026

2025

(In thousands)

Net income $ 64,919 $ 68,800

Interest expense, net 2,906 3,075

Other income, net (1,477 ) (16,914 )

Income tax expense 17,840 14,423

(Income) loss from equity method investments 80 (401 )

Depreciation and amortization 34,934 29,234

EBITDA 119,202 98,217

Stock-based compensation expense (7,392 ) 10,222

Adjusted EBITDA $ 111,810 $ 108,439

Reconciliation of Net Income Attributable to Common Stockholders and Diluted Net Income Per Share to Adjusted Earnings Per Share

Three Months Ended

September 30,

2026

2025

(In thousands)

Net income attributable to common stockholders $ 64,919 $ 68,800

Amortization of intangible assets 1,770 1,933

Stock-based compensation expense (7,392 ) 10,222

Income tax effect from adjustments above (2,038 ) (8,969 )

Adjusted net income attributable to common stockholders $ 57,259 $ 71,986

Share computation:

Weighted average common shares — diluted 44,828,092 49,222,851

Effect of capped call transactions (2,958,006 ) (1,803,506 )

Adjusted weighted average common shares — diluted 41,870,086 47,419,345

Adjusted earnings per share $ 1.37 $ 1.52

Three Months Ended

September 30,

2026

2025

(per share)

Diluted net income per share $ 1.45 $ 1.40

Amortization of intangible assets 0.04 0.04

Stock-based compensation expense (0.16 ) 0.20

Income tax effect from adjustments above (0.05 ) (0.18 )

Effect of capped call transactions 0.09 0.06

Adjusted earnings per share $ 1.37 $ 1.52

Fiscal Year 2027 Outlook

Reconciliation of Income from Operations to Adjusted Operating Income (unaudited)

Three Months Ended

Year Ended

December 31, 2026

June 30, 2027

Low

High

Low

High

(In millions)

Income from operations $ 126.0 $ 134.5 $ 479.5 $ 503.5

Amortization of intangible assets 1.5 2.0 5.5 7.5

Stock-based compensation expense 7.5 8.5 15.0 19.0

Adjusted operating income $ 135.0 $ 145.0 $ 500.0 $ 530.0

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