8-K

Doximity, Inc. (DOCS)

8-K 2026-02-05 For: 2026-02-03
View Original
Added on April 04, 2026

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): February 3, 2026

_________________________________________________________________________________________________________________

Doximity, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_________________________________________________________________________________________________________________

Delaware 001-40508 27-2485512
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)
500 3rd St.<br><br>Suite 510<br><br>San Francisco, CA 94107<br><br>(Address of principal executive offices, including zip code)
(650) 549-4330<br><br>(Registrant's telephone number, including area code)

_______________________________________________________________________________________________________

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
Class A common stock, $0.001 par value per share DOCS The New York Stock Exchange

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 February 5, 2026, Doximity, Inc. (“Doximity”) issued a press release announcing its financial results for its fiscal quarter ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 to this current report on Form 8-K.

The information provided in this Item 2.02 of this Current Report on Form 8-K, and the Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 5, 2026, Doximity, Inc. (“Doximity” or the “Company”) announced that Anna Bryson, the Company’s Chief Financial Officer, principal financial officer, and principal accounting officer, is taking a temporary medical leave of absence. In connection with Ms. Bryson’s leave, effective February 3, 2026, the Company’s Board of Directors appointed Siddharth Sitaram, the Company’s Chief Accounting Officer, to serve as the Company’s interim principal financial officer and interim principal accounting officer.

Mr. Sitaram, age 47, has served as Chief Accounting Officer at Doximity since January 2026. Prior to that, Mr. Sitaram served as the Company’s Senior Vice President, Finance & Accounting from May 2023 to January 2026 and Vice President, Corporate Controller from November 2020 to May 2023. Mr. Sitaram earned his Bachelor of Commerce (Honors) from Delhi University and is a Chartered Accountant (India) and a Certified Public Accountant (California). There are no familial relationships or related party transactions with the Company that would require disclosure under Items 401(d) or 404(a) of Regulations S-K in connection with his appointment.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description
99.1 Press Release entitled “Doximity Announces Fiscal 2026ThirdQuarter Financial Results datedFebruarydoximity-20251231xex991.htm5, 2026
104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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

Date: February 5, 2026

DOXIMITY, INC.
By: /s/ Jeffrey Tangney
Jeffrey Tangney<br><br>Chief Executive Officer

Document

Exhibit 99.1

Doximity Announces Fiscal 2026 Third Quarter Financial Results

Total revenues of $185.1 million, up 10% year-over-year

Net income of $61.6 million, margin of 33%

Adjusted EBITDA of $111.4 million, margin of 60%

SAN FRANCISCO, Calif., February 5, 2026 -- Doximity, Inc. (NYSE: DOCS), the leading digital platform for U.S. medical professionals, today announced results of its fiscal 2026 third quarter ended December 31, 2025.

“We’re proud to deliver another quarter of strong profits and record engagement,” said Jeff Tangney, co-founder and CEO of Doximity. “Our newsfeed had more than 1 million quarterly active prescribers, our workflow products had 720,000 (a record QoQ jump), and our nascent AI products had over 300,000. In short, the addition of AI features across our platform has made us more useful than ever.”

Fiscal 2026 Third Quarter Financial Highlights

All comparisons, unless otherwise noted, are to the three months ended December 31, 2024.

•Revenue: Revenue of $185.1 million, versus $168.6 million, an increase of 10% year-over-year.

•Net income and non-GAAP net income: Net income of $61.6 million, versus $75.2 million, representing a margin of 33.3%, versus 44.6%. Non-GAAP net income of $91.1 million, versus $91.4 million, representing a margin of 49.3%, versus 54.2%.

•Adjusted EBITDA: Adjusted EBITDA of $111.4 million, versus $102.0 million, an increase of 9% year-over-year, representing adjusted EBITDA margins of 60.2%, versus 60.5%.

•Diluted net income per share and non-GAAP diluted net income per share: Diluted net income per share was $0.31, versus $0.37, while non-GAAP diluted net income per share was $0.46, versus $0.45.

•Operating cash flow and free cash flow: Operating cash flow of $60.9 million, versus $65.2 million, a decrease of 7% year-over-year, and free cash flow of $58.5 million, versus $63.4 million, a decrease of 8% year-over-year.

Financial Outlook

Doximity is providing guidance for its fiscal fourth quarter ending March 31, 2026 as follows:

•Revenue between $143 million and $144 million.

•Adjusted EBITDA between $63.5 million and $64.5 million.

Doximity is updating guidance for its fiscal year ending March 31, 2026 as follows:

•Revenue between $642.5 million and $643.5 million.

•Adjusted EBITDA between $355.5 million and $356.5 million.

Stock Repurchase Program

Doximity’s board of directors authorized another program to repurchase up to $500 million of the Company’s Class A common stock. The repurchase program has no expiration date and is subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans.

Conference Call Information

Doximity posted prepared remarks on its investor relations website at https://investors.doximity.com. Doximity will host a webcast today at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss these financial results. To listen to a live audio webcast, please visit the Company’s Investor Relations page at https://investors.doximity.com. The archived webcast will be available on the Company’s Investor Relations page shortly after the call.

About Doximity

Founded in 2010, Doximity is the leading digital platform for U.S. medical professionals. The company's network members include more than 85% of U.S. physicians across all specialties and practice areas. Doximity provides its verified clinical membership with digital tools built for medicine, enabling them to collaborate with colleagues, stay current on medical news and research, manage their careers and on-call schedules, streamline documentation and administrative paperwork, and conduct virtual patient visits. With new AI-powered clinical reference and search capabilities, Doximity also helps doctors access trusted, peer-reviewed information and medical literature. Doximity's mission is to help doctors be more productive so they can provide better care for their patients.

Forward-Looking Statements

Statements we make in this press release may include statements which are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations, or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including (i) the timing and scope of anticipated stock repurchases; (ii) the impact of uncertainty in the current economic environment and macroeconomic uncertainty; (iii) our ability to retain existing members or add new members to our platform and maintain or grow their engagement with our platform; (iv) our ability to attract new customers or retain existing customers; (v) the impact of our prioritization of our members’ interests; (vi) breaches in our security measures or unauthorized access to members’ data; (vii) our ability to maintain or manage our growth, and other risks and factors that are beyond our control including, without limitation, those set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 and as may be updated in any subsequent Quarterly Reports on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could cause actual results to differ materially from those contained in our forward-looking statements. The forward-looking statements made in this press release relate only to management’s beliefs and assumptions as of this date. We assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Relations Contact:

Perry Gold

ir@doximity.com

Media Contact:

Amanda Cox

pr@doximity.com

DOXIMITY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

December 31, 2025 March 31, 2025
Assets
Current assets:
Cash and cash equivalents $ 64,838 $ 209,614
Marketable securities 670,288 706,050
Accounts receivable, net 156,589 128,354
Prepaid expenses and other current assets 101,738 44,602
Total current assets 993,453 1,088,620
Property and equipment, net 17,055 13,656
Deferred income tax assets 14,842 60,014
Operating lease right-of-use assets 7,523 8,886
Intangible assets, net 37,266 23,072
Goodwill 84,973 67,940
Other assets 1,914 2,121
Total assets $ 1,157,026 $ 1,264,309
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 4,785 $ 1,356
Accrued expenses and other current liabilities 76,677 38,405
Deferred revenue, current 66,307 114,285
Operating lease liabilities, current 2,079 2,211
Total current liabilities 149,848 156,257
Deferred revenue, non-current 174 280
Operating lease liabilities, non-current 8,613 10,185
Contingent earn-out consideration liability, non-current 5,579
Other liabilities, non-current 19,093 9,383
Total liabilities 177,728 181,684
Stockholders' Equity
Preferred stock
Common stock 185 189
Additional paid-in capital 956,744 894,225
Accumulated other comprehensive income 1,396 1,323
Retained earnings 20,973 186,888
Total stockholders’ equity 979,298 1,082,625
Total liabilities and stockholders’ equity $ 1,157,026 $ 1,264,309

DOXIMITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

Three Months Ended December 31, Nine Months Ended December 31,
2025 2024 2025 2024
Revenue $ 185,053 $ 168,603 $ 499,491 $ 432,111
Cost of revenue(1) 18,701 14,181 50,919 41,407
Gross profit 166,352 154,422 448,572 390,704
Operating expenses(1):
Research and development 34,595 22,421 91,596 68,235
Sales and marketing 42,205 38,491 117,738 108,102
General and administrative 17,656 13,585 49,144 32,943
Impairment charge 2,304
Total operating expenses 94,456 74,497 258,478 211,584
Income from operations 71,896 79,925 190,094 179,120
Other income, net 8,902 9,915 27,790 26,060
Income before income taxes 80,798 89,840 217,884 205,180
Provision for income taxes 19,240 14,644 40,947 44,453
Net income $ 61,558 $ 75,196 $ 176,937 $ 160,727
Net income per share attributable to Class A and Class B common stockholders:
Basic $ 0.33 $ 0.40 $ 0.94 $ 0.86
Diluted $ 0.31 $ 0.37 $ 0.88 $ 0.80
Weighted-average shares used in computing net income per share attributable to Class A and Class B common stockholders:
Basic 187,478 187,161 187,721 186,344
Diluted 199,224 202,233 200,375 200,625

(1) Costs and expenses include stock-based compensation expense as follows (in thousands):

Three Months Ended December 31, Nine Months Ended December 31,
2025 2024 2025 2024
Cost of revenue $ 2,899 $ 2,818 $ 8,723 $ 8,373
Research and development 13,654 4,471 30,165 14,602
Sales and marketing 9,926 6,487 28,144 19,881
General and administrative 7,067 5,592 17,853 11,470
Total stock-based compensation expense $ 33,546 $ 19,368 $ 84,885 $ 54,326

DOXIMITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Three Months Ended December 31, Nine Months Ended December 31,
2025 2024 2025 2024
Cash flows from operating activities
Net income $ 61,558 $ 75,196 $ 176,937 $ 160,727
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 3,989 2,655 10,252 7,830
Deferred income taxes 1,992 2,196
Stock-based compensation, net of amounts capitalized 33,546 19,368 84,885 54,326
Non-cash lease expense 459 441 1,363 1,392
Accretion of discount on marketable securities, net (1,764) (3,368) (6,451) (8,736)
Amortization of deferred contract costs 2,499 1,785 9,271 6,544
Impairment of long-lived assets 2,304
Other 295 411 181 289
Changes in operating assets and liabilities:
Accounts receivable (27,614) (12,986) (28,599) (36,464)
Prepaid expenses and other assets (12,828) 1,303 (9,377) 21,251
Deferred contract costs (6,710) (5,853) (11,259) (9,069)
Accounts payable, accrued expenses and other liabilities 41,855 9,418 39,522 3,872
Deferred revenue (33,816) (24,628) (48,084) (30,085)
Operating lease liabilities (578) (545) (1,705) (1,599)
Net cash provided by operating activities 60,891 65,189 216,936 174,778
Cash flows from investing activities
Cash paid for acquisition, net of cash acquired (26,528)
Purchases of intangible assets (62) (62)
Internal-use software development costs (2,313) (1,771) (6,648) (5,018)
Purchases of marketable securities (112,922) (164,025) (381,122) (531,833)
Maturities of marketable securities 143,136 99,308 413,167 517,221
Sales of marketable securities 10,386 7,564 10,386 14,805
Net cash provided by (used in) investing activities 38,225 (58,924) 9,193 (4,825)
Cash flows from financing activities
Proceeds from issuance of common stock upon exercise of stock options and common stock warrants 2,221 3,662 7,017 13,905
Proceeds from issuance of common stock in connection with the employee stock purchase plan 1,816 1,422
Taxes paid related to net share settlement of equity awards (8,869) (8,107) (33,362) (16,329)
Repurchase of common stock (196,879) (19,307) (341,127) (93,505)
Payment of contingent consideration related to a business combination (5,249) (5,470)
Payment of excise taxes on share repurchases (1,491) (1,491)
Net cash used in financing activities (203,527) (25,243) (370,905) (101,468)
Net increase (decrease) in cash and cash equivalents (104,411) (18,978) (144,776) 68,485
Cash and cash equivalents, beginning of period 169,249 184,248 209,614 96,785
Cash and cash equivalents, end of period $ 64,838 $ 165,270 $ 64,838 $ 165,270
Supplemental disclosures of cash flow information
Cash paid for taxes, net of refunds $ 1,675 $ 13,829 $ 21,022 $ 35,814

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company uses the following non-GAAP measures of financial performance:

•Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP net income, non-GAAP net income margin, and non-GAAP basic and diluted net income per common share: We exclude the effect of acquisition and other related expenses, stock-based compensation expense, amortization of acquired intangible assets, impairment charge, legal fees associated with certain non-ordinary course legal matters including the shareholder class action litigation, and change in fair value of contingent earn-out consideration liability from non-GAAP gross profit, non-GAAP gross margin and non-GAAP operating income. Non-GAAP net income and non-GAAP net income margin are further adjusted for estimated income tax on such adjustments. We calculate income taxes on the adjustments by applying an estimated annual effective tax rate to the adjustments. Non-GAAP basic and diluted net income per common share is non-GAAP net income attributable to common stockholders divided by the weighted average number of shares. For both basic and diluted non-GAAP net income per share, the weighted average shares we use in computing non-GAAP net income per share is equal to our GAAP weighted average shares. Non-GAAP gross margin represents non-GAAP gross profit as a percentage of revenue and non-GAAP net income margin represents non-GAAP net income as a percentage of revenue.

•Adjusted EBITDA and adjusted EBITDA margin: We define adjusted EBITDA as net income before interest, income taxes, depreciation, and amortization, and as further adjusted for acquisition and other related expenses, stock-based compensation expense, impairment charge, legal fees associated with certain non-ordinary course legal matters including the shareholder class action litigation, change in fair value of contingent earn-out consideration liability, and other income, net. Net income margin represents net income as a percentage of revenue and adjusted EBITDA margin represents adjusted EBITDA as a percentage of revenue.

•Free cash flow: We calculate free cash flow as cash flow from operating activities less purchases of property and equipment, purchases of intangible assets, and internal-use software development costs.

We use these non-GAAP financial measures internally for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. Our presentation of non-GAAP financial measures may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business. Please see the tables included at the end of this release for the reconciliation of GAAP to non-GAAP results.

Key Business Metrics

•Net revenue retention rate: Net revenue retention rate is calculated by taking the trailing 12-month (“TTM”) subscription-based revenue from our customers that had revenue in the prior TTM period and dividing that by the total subscription-based revenue for the prior TTM period. For the purposes of this calculation, subscription revenue excludes subscriptions for individuals and small practices and other non-recurring items. Our net revenue retention rate compares our subscription revenue from the same set of customers across comparable periods, and reflects customer renewals, expansion, contraction, and churn. Our net revenue retention rate is directly tied to our revenue growth rate and thus fluctuates as that growth rate fluctuates.

•Customers with trailing 12-month subscription revenue greater than $500,000: The number of customers with TTM subscription revenue greater than $500,000 is a key indicator of the scale of our business, and is calculated by counting the number of customers that contributed more than $500,000 in subscription revenue in the TTM period. Our customer count is subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity, and we present our total customer count for historical periods reflecting these adjustments.

Reconciliation of GAAP to Non-GAAP Financial Measures

The following tables reconcile the specific items excluded from GAAP metrics in the calculation of non-GAAP metrics for the periods shown below:

Three Months Ended December 31, Nine Months Ended December 31,
2025 2024 2025 2024
(unaudited)
(in thousands, except percentages)
Net income $ 61,558 $ 75,196 $ 176,937 $ 160,727
Adjusted to exclude the following:
Acquisition and other related expenses 1,616
Stock-based compensation 33,546 19,368 84,885 54,326
Depreciation and amortization 3,989 2,655 10,252 7,830
Provision for income taxes 19,240 14,644 40,947 44,453
Impairment charge 2,304
Change in fair value of contingent earn-out consideration liability 79 90 338 513
Legal expenses 1,886 4,813
Other income, net (8,902) (9,915) (27,790) (26,060)
Adjusted EBITDA $ 111,396 $ 102,038 $ 291,998 $ 244,093
Revenue $ 185,053 $ 168,603 $ 499,491 $ 432,111
Net income margin 33.3 % 44.6 % 35.4 % 37.2 %
Adjusted EBITDA margin 60.2 % 60.5 % 58.5 % 56.5 %
Three Months Ended December 31, Nine Months Ended December 31,
--- --- --- --- --- --- --- --- ---
2025 2024 2025 2024
(unaudited)
(in thousands)
Net cash provided by operating activities $ 60,891 $ 65,189 $ 216,936 $ 174,778
Purchases of intangible assets (62) (62)
Internal-use software development costs (2,313) (1,771) (6,648) (5,018)
Free cash flow $ 58,516 $ 63,418 $ 210,226 $ 169,760
Other cash flow components:
Net cash provided by (used in) investing activities $ 38,225 $ (58,924) $ 9,193 $ (4,825)
Net cash used in financing activities $ (203,527) $ (25,243) $ (370,905) $ (101,468)
Three Months Ended December 31, Nine Months Ended December 31,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2024 2025 2024
(unaudited)
(in thousands, except per share data and percentages)
GAAP cost of revenue $ 18,701 $ 14,181 $ 50,919 $ 41,407
Adjusted to exclude the following:
Stock-based compensation (2,899) (2,818) (8,723) (8,373)
Non-GAAP cost of revenue $ 15,802 $ 11,363 $ 42,196 $ 33,034
GAAP gross profit $ 166,352 $ 154,422 $ 448,572 $ 390,704
Adjusted to exclude the following:
Stock-based compensation 2,899 2,818 8,723 8,373
Non-GAAP gross profit $ 169,251 $ 157,240 $ 457,295 $ 399,077
GAAP gross margin 89.9 % 91.6 % 89.8 % 90.4 %
Non-GAAP gross margin 91.5 % 93.3 % 91.6 % 92.4 %
GAAP research and development expense $ 34,595 $ 22,421 $ 91,596 $ 68,235
Adjusted to exclude the following:
Stock-based compensation (13,654) (4,471) (30,165) (14,602)
Amortization of acquired intangibles (935) (1,558)
Non-GAAP research and development expense $ 20,006 $ 17,950 $ 59,873 $ 53,633
GAAP sales and marketing expense $ 42,205 $ 38,491 $ 117,738 $ 108,102
Adjusted to exclude the following:
Stock-based compensation (9,926) (6,487) (28,144) (19,881)
Amortization of acquired intangibles (1,003) (1,061) (3,007) (3,183)
Change in fair value of contingent earn-out consideration liability (79) (90) (338) (513)
Non-GAAP sales and marketing expense $ 31,197 $ 30,853 $ 86,249 $ 84,525
GAAP general and administrative expense $ 17,656 $ 13,585 $ 49,144 $ 32,943
Adjusted to exclude the following:
Acquisition and other related expenses (1,616)
Stock-based compensation (7,067) (5,592) (17,853) (11,470)
Legal expenses (1,886) (4,813)
Non-GAAP general and administrative expense $ 8,703 $ 7,993 $ 24,862 $ 21,473
GAAP operating expense $ 94,456 $ 74,497 $ 258,478 $ 211,584
Adjusted to exclude the following:
Acquisition and other related expenses (1,616)
Stock-based compensation (30,647) (16,550) (76,162) (45,953)
Amortization of acquired intangibles (1,938) (1,061) (4,565) (3,183)
Change in fair value of contingent earn-out consideration liability (79) (90) (338) (513)
Legal expenses (1,886) (4,813)
Impairment charge (2,304)
Non-GAAP operating expense $ 59,906 $ 56,796 $ 170,984 $ 159,631
Three Months Ended December 31, Nine Months Ended December 31,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2024 2025 2024
(unaudited)
(in thousands, except per share data and percentages)
GAAP operating income $ 71,896 $ 79,925 $ 190,094 $ 179,120
Adjusted to exclude the following:
Acquisition and other related expenses 1,616
Stock-based compensation 33,546 19,368 84,885 54,326
Amortization of acquired intangibles 1,938 1,061 4,565 3,183
Change in fair value of contingent earn-out consideration liability 79 90 338 513
Legal expenses 1,886 4,813
Impairment charge 2,304
Non-GAAP operating income $ 109,345 $ 100,444 $ 286,311 $ 239,446
GAAP net income $ 61,558 $ 75,196 $ 176,937 $ 160,727
Adjusted to exclude the following:
Acquisition and other related expenses 1,616
Stock-based compensation 33,546 19,368 84,885 54,326
Amortization of acquired intangibles 1,938 1,061 4,565 3,183
Change in fair value of contingent earn-out consideration liability 79 90 338 513
Legal expenses 1,886 4,813
Impairment charge 2,304
Income tax effect of non-GAAP adjustments (1) (7,864) (4,309) (20,206) (12,668)
Non-GAAP net income $ 91,143 $ 91,406 $ 252,948 $ 208,385
Non-GAAP net income margin 49.3 % 54.2 % 50.6 % 48.2 %
Weighted-average shares used in computing net income per share attributable to Class A and Class B common stockholders:
Basic 187,478 187,161 187,721 186,344
Diluted 199,224 202,233 200,375 200,625
Non-GAAP net income per share attributable to Class A and Class B stockholders:
Basic $ 0.49 $ 0.49 $ 1.35 $ 1.12
Diluted $ 0.46 $ 0.45 $ 1.26 $ 1.04

(1) For the three and nine months ended December 31, 2025 and 2024, management used an estimated annual effective non-GAAP tax rate of 21.0%.

9