EGAIN Corp 10-K for FY2026

About this 10-K

Headline figures

EGAIN Corp (EGAN)

10-K 2026-09-10 For: 2026-06-30

Added on September 10, 2026

EGAIN Corp filed this 10-K on September 10, 2026, covering the fiscal year ended June 30, 2026 (FY2026).

Balance as of
June 30, 2026
($)

Balance as of
June 30, 2025
($)

Contract liabilities:

Deferred revenue

Deferred revenue, net of current portion

Fiscal year ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $91.14M; up 3.1% from $88.43M a year earlier
Net income: $8.88M; down 72.5% from net income of $32.25M a year earlier
Diluted EPS: $0.32; down 71.7% from $1.13 a year earlier

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Delaware		77-0466366
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	EGAN	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐


Item No.		Page

	Forward-Looking Statements	3

	Summary Risk Factors	4

	PART I

1.	Business	7

1A.	Risk Factors	15

1B.	Unresolved Staff Comments	34

1C.	Cybersecurity	34

2.	Properties	36

3.	Legal Proceedings	36

4.	Mine Safety Disclosures	36

	PART II

5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	37

6.	Reserved	39

7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39

7A.	Quantitative and Qualitative Disclosures About Market Risk	52

8.	Financial Statements and Supplementary Data	53

9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	87

9A.	Controls and Procedures	87

9B.	Other Information	88

9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	88

	PART III

10.	Directors, Executive Officers and Corporate Governance	89

11.	Executive Compensation	89

12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	89

13.	Certain Relationships and Related Transactions and Director Independence	90

14.	Principal Accounting Fees and Services	90

	PART IV

15.	Exhibits and Financial Statement Schedules	91

16.	Form 10-K Summary	93

	Signatures	94


Name	Age	Position
Ashutosh Roy	60	Chief Executive Officer and Chairman
Eric N. Smit	64	Chief Financial Officer
Rao J. Chandrasekhar	63	Senior Vice President, Products and Services


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (in thousands)
April 1, 2026 to April 30, 2026	—	$	—	—	$	19,748
May 1, 2026 to May 31, 2026	612	$	7.16	612	$	15,368
June 1, 2026 to June 30, 2026	764	$	7.45	764	$	9,678
Total	1,376			1,376


	6/30/2021	6/30/2022	6/30/2023	6/30/2024	6/30/2025	6/30/2026
eGain Corporation	$ 100.00	$ 84.93	$ 65.24	$ 54.97	$ 54.44	$ 54.88
Nasdaq Composite Total Return Index	$ 100.00	$ 76.57	$ 96.59	$ 125.19	$ 144.81	$ 187.50
S&P Software & Services Select Industry Index	$ 100.00	$ 65.00	$ 78.27	$ 88.89	$ 111.87	$ 101.41


		Fiscal Year Ended June 30
		2026		2025		Change

Revenue		(in thousands, except percentages)
SaaS revenue		$	85,286	$	81,921	$	3,365	4	%
Professional services			5,850		6,510		(660)	(10)	%
Total revenue		$	91,136	$	88,431	$	2,705


		Fiscal Year Ended June 30,
		2026		2025		Change

Revenue		(in thousands, except percentages)
SaaS		$	85,286	$	81,921	$	3,365	4	%
Professional services			5,850		6,510		(660)	(10)	%
Total revenue		$	91,136	$	88,431	$	2,705


	Payments Due by Period

	Total		1 – 3 Years		3 – 5 Years		More than 5 Years
Operating leases	$	3,484	$	2,174	$	582	$	728
Total	$	3,484	$	2,174	$	582	$	728


		Page Number
Report of BPM LLP, Independent Registered Public Accounting Firm (PCAOB ID: 207)		54
Consolidated Financial Statements:
Consolidated Balance Sheets as of June 30, 2026 and 2025		56
Consolidated Statements of Operations for the years ended June 30, 2026 and 2025		57
Consolidated Statements of Comprehensive Income for the years ended June 30, 2026 and 2025		58
Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2026 and 2025		59
Consolidated Statements of Cash Flows for the years ended June 30, 2026 and 2025		60
Notes to Consolidated Financial Statements		61


	June 30,
	2026			2025
ASSETS
Current assets:
Cash and cash equivalents	$	73,336		$	62,909
Restricted cash		8			8
Accounts receivable, less provision for credit losses of $28 and $7 as of June 30, 2026 and 2025, respectively		24,391			32,775
Costs capitalized to obtain revenue contracts, net		776			1,148
Prepaid expenses		2,811			2,841
Other current assets		669			886
Total current assets		101,991			100,567
Property and equipment, net		872			670
Operating lease right-of-use assets		2,516			3,530
Costs capitalized to obtain revenue contracts, net of current portion		1,200			1,460
Goodwill		13,186			13,186
Other assets, net		28,230			28,592
Total assets	$	147,995		$	148,005
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,486		$	2,596
Accrued compensation		4,610			6,749
Accrued liabilities		4,267			2,821
Operating lease liabilities		1,246			1,220
Deferred revenue		46,478			48,765
Total current liabilities		59,087			62,151
Deferred revenue, net of current portion		2,062			1,766
Operating lease liabilities, net of current portion		1,532			2,449
Other long-term liabilities		1,101			908
Total liabilities		63,782			67,274
Commitments and contingencies (Notes 7 and 8)
Stockholders’ equity:
Common stock, $0.001 par value per share – authorized: 60,000 shares; issued: 33,932 and 33,237 shares; outstanding: 26,171 and 27,083 shares as of June 30, 2026 and 2025, respectively.		34			33
Additional paid-in capital		418,710			411,253
Treasury stock, at cost: 7,761 and 6,154 common shares as of June 30, 2026 and 2025, respectively.		(50,322)			(38,812)
Accumulated other comprehensive loss		(1,678)			(336)
Accumulated deficit		(282,531)			(291,407)
Total stockholders’ equity		84,213			80,731
Total liabilities and stockholders’ equity	$	147,995		$	148,005


	Years Ended June 30,
	2026		2025
Revenue:
SaaS	$	85,286	$	81,921
Professional services		5,850		6,510
Total revenue		91,136		88,431
Cost of revenue:
Cost of SaaS		17,732		17,975
Cost of professional services		6,554		8,448
Total cost of revenue		24,286		26,423
Gross profit		66,850		62,008
Operating expenses:
Research and development		29,449		29,604
Sales and marketing		19,476		19,356
General and administrative		9,960		8,615
Total operating expenses		58,885		57,575
Income from operations		7,965		4,433
Interest income, net		2,250		2,469
Other income (expense), net		581		(1,265)
Income before income tax (provision) benefit		10,796		5,637
Income tax (provision) benefit		(1,920)		26,617
Net income	$	8,876	$	32,254
Per share information:
Earnings per share:
Basic	$	0.33	$	1.15
Diluted	$	0.32	$	1.13
Weighted-average shares used in computation:
Basic		27,158		28,161
Diluted		27,861		28,650
Summary of stock-based compensation included in the costs and expenses above:
Cost of revenue	$	528	$	865
Research and development		1,333		640
Sales and marketing		560		352
General and administrative		381		592
Total stock-based compensation	$	2,802	$	2,449


									Notes		Accumulated
				Additional					Receivable		Other				Total
	Common Stock			Paid-in		Treasury Stock			From		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Shares	Amount		Stockholders		Loss		Deficit		Equity
BALANCES AS OF JULY 1, 2024	29,160		33		407,416	3,538		(23,031)		(21)		(2,240)		(323,661)	$	58,496
Write-off on stockholders’ notes	—		—		—	—		—		21		—		—		21
Issuance of common stock upon vesting of restricted stock units	169		—		—	—		—		—		—		—		—
Issuance of common stock upon exercise of stock options	191		—		575	—		—		—		—		—		575
Issuance of common stock in connection with employee stock purchase plan	179		—		813	—		—		—		—		—		813
Repurchase of common stock	(2,616)		—		—	2,616		(15,781)								(15,781)
Stock-based compensation	—		—		2,449	—		—		—		—		—		2,449
Foreign currency translation adjustments	—		—		—	—		—		—		1,904		—		1,904
Net income	—		—		—	—		—		—		—		32,254		32,254
BALANCES AS OF JUNE 30, 2025	27,083		33		411,253	6,154		(38,812)		—		(336)		(291,407)		80,731
Issuance of common stock upon vesting of restricted stock units	162		—		—	—		—		—		—		—		—
Issuance of common stock upon exercise of stock options	389		1		2,520	—		—		—		—		—		2,521
Issuance of common stock in connection with employee stock purchase plan	144		—		785	—		—		—		—		—		785
Issuance of common stock warrant for services	—		—		1,350	—		—		—		—		—		1,350
Repurchase of common stock	(1,607)		—		—	1,607		(11,510)		—		—		—		(11,510)
Stock-based compensation	—		—		2,802	—		—		—		—		—		2,802
Foreign currency translation adjustments	—		—		—	—		—		—		(1,342)		—		(1,342)
Net Income	—		—		—	—		—		—		—		8,876		8,876
BALANCES AS OF JUNE 30, 2026	26,171	$	34	$	418,710	7,761	$	(50,322)	$	—	$	(1,678)	$	(282,531)	$	84,213


		As of June 30,
		2026			2025

		(in thousands)
Computers and equipment		$	3,984		$	3,657
Furniture and fixtures			1,043			967
Leasehold improvements			817			750
Total			5,844			5,374
Accumulated depreciation and amortization			(4,972)			(4,704)
Property and equipment, net		$	872		$	670


		Fiscal Year Ended June 30, 2026
		Amount		Percent
Income taxes provision at statutory federal rate		$	(2,267)		(21.00)%
State and local taxes, net of federal income tax effect ⁽¹⁾			(169)		(1.57)%
Foreign tax effects
India
Statutory tax rate difference between India and the United States			(168)		(1.55)%
Other			63		0.58%
United Kingdom
Stock-based compensation			(241)		(2.23)%
Other			31		0.29%
Other Foreign			(6)		(0.05)%
Tax credits

R&D credit, net of reserve		1,037	9.61%
Nontaxable or nondeductible items
Other		9	0.08%
Stock-based compensation		(160)	(1.48)%
Changes in unrecognized tax benefits		(98)	(0.90)%
Other Adjustments		49	0.45%
Income tax provision	$	(1,920)	(17.77)%



			Fiscal Year Ended June 30, 2025
Federal statutory income tax rate			$	(1,184)
Current state taxes, net of federal benefit				(713)
Foreign rate differential				(222)
Research and development credits				(127)
Stock-based compensation				(981)
Deferred return to provision				51
Other items				(41)
Net change in valuation allowance				30,079
Foreign income				(245)
Income tax (provision) benefit			$	26,617


		Common
		Stock
		Reserves
Stock options outstanding		3,759,752
Warrants outstanding		500,000
Restricted stock units (RSUs) outstanding		113,949
Stock available for future grants or issuance:
2005 Stock Incentive Plan		1,798,586
2017 Employee Stock Purchase Plan		445,865
Total reserved shares of common stock for issuance		6,618,152


		Shares		Weighted
		Available for	Options	Average
		Grant	Outstanding	Exercise Price
Balance as of June 30, 2024		71,983	712,517	$	3.15
Options Exercised		—	(134,000)	$	3.12
Options Forfeited / Expired		101,000	(101,000)	$	6.28
Plan Shares Expired		(172,983)	—
Balance as of June 30, 2025		—	477,517	$	2.49
Options Exercised		—	(82,250)	$	2.44
Balance as of June 30, 2026		—	395,267	$	2.50


		Weighted Average
		Grant Date
	Shares	Fair Value per Share
Non-vested RSUs as of June 30, 2025	179,155	$	5.71
RSUs granted	123,767	$	13.58
RSUs released	(161,918)	$	5.71
RSUs forfeited	(27,055)	$	8.68
Non-vested RSUs as of June 30, 2026	113,949	$	13.58


	Options Outstanding				Options Exercisable
		Weighted
Range of		Average	Weighted			Weighted
Exercise	Number of	Remaining	Average		Number of	Average
Prices	Shares	Contractual Life	Exercise Price		Shares	Exercise Price
$2.50	456,270	1.22	$	2.50	456,270	$	2.50
$3.40-$5.94	382,848	7.49	$	5.09	227,014	$	5.05
$6.15-$7.95	379,439	8.17	$	6.78	101,324	$	6.83
$7.96-$10.63	533,454	7.55	$	9.78	204,376	$	9.20
$10.74-$11.23	50,300	5.30	$	11.00	50,300	$	11.00
$11.36	1,688,391	5.01	$	11.36	1,688,391	$	11.36
$11.47-$13.75	201,800	3.68	$	12.69	183,800	$	12.61
$14.40	1,750	2.12	$	14.40	1,750	$	14.40
$15.10	55,500	9.37	$	15.10	—	$	—
$19.11	10,000	4.29	$	19.11	10,000	$	19.11
$2.50-$19.11	3,759,752	5.47	$	9.10	2,923,225	$	9.28


	As of June 30, 2026			As of June 30, 2025
Weighted average remaining lease term (in years)		4.78			5.14
Weighted average discount rate		8.19	%		8.41	%


Fiscal Period:
Fiscal 2027	$	1,260
Fiscal 2028		524
Fiscal 2029		390
Fiscal 2030		291
Fiscal 2031		291
Thereafter		728
Total minimum lease payments		3,484
Less: Imputed interest		(706)
Total operating lease liabilities		2,778
Less: Current operating lease liabilities		(1,246)
Total operating lease liabilities, net of current portion	$	1,532


Name	Title	Action	Adoption Date	Expiration Date	Aggregate # of Securities to be Purchased/Sold
Eric N. Smit (1)	Chief Financial Officer	Adoption	6/5/2026	6/5/2028	133,000
Rao J. Chandrasekhar (2)	Senior Vice President, Products and Services	Adoption	6/9/2026	6/9/2027	61,003


								Amounts
		Balance at			Additions			Written Off,
		Beginning of			Charged to			Net of			Balance at
		Period			Expense			Recoveries			End of Period
Provision for Credit Losses:
Year ended June 30, 2026		$	7		$	48		$	(27)		$	28
Year ended June 30, 2025		$	59		$	63		$	(115)		$	7


Exhibit No.		Description of Exhibits

3(i).1		Second Amended and Restated Certificate of Incorporation, as amended through November 9, 2012 (incorporated by reference to Exhibit 3(i) to the Registrant’s Current Report on Form 8-K filed on December 10, 2021).
3(ii)		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1, File No. 333-83439, originally filed with the Commission on July 22, 1999, as subsequently amended (Form S-1)).

4.1		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-261722 filed on December 17, 2021).

4.2		Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020).

4.3		Warrant to Purchase Common Stock dated as of August 14, 2025 between the Registrant and JPMC Strategic Investments I Corporation. (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025).
10.1#		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form S-1).

10.2#		eGain Corporation Amended and Restated 2005 Stock Incentive Plan (as amended through October 12, 2023) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023).

10.3#		eGain Corporation Amended and Restated 2005 Management Stock Option Plan, as amended through August 25, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).

10.4#		Form of Executive Change in Control Severance Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).

10.5#		eGain Corporation 2017 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020).

10.6		Standard Industrial/Commercial Multi-Tenant Lease Modified Net dated as of May 9, 2011 between the Registrant and DeGuigne Ventures, LLC (incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014).

10.7		First Amendment to Standard Industrial/Commercial Multi-Tenant Lease Modified Net dated as of May 14, 2014 between the Registrant and D.R. Stephens Industrial Partners, LLC (Successor in Interest to DeGuigne Ventures, LLC) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 19, 2014).

10.8		Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease Modified Net dated as of August 1, 2021 between the Registrant and D.R. Stephens Industrial Partners, LLC d/b/a Stephens & Stephens (Borregas I) (Successor in Interest to DeGuigne Ventures, LLC) (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023).
19.1		Insider Trading Policy of eGain. (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025).

21.1		Subsidiaries of eGain (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024).

23.1˄		Consent of BPM LLP, Independent Registered Public Accounting Firm.

24.1		Power of Attorney (included on the signature page hereof).

31.1˄		Rule 13a-14(a) Certification of Chief Executive Officer.

31.2˄		Rule 13a-14(a) Certification of Chief Financial Officer.

32.1*		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 of Chief Executive Officer.

32.2*		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 of Chief Financial Officer.

97.1		eGain Corporation Incentive-Based Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024).

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE 104		Inline XBRL Taxonomy Extension Presentation Linkbase Document Cover Page Interactive Data File (embedded within the Inline XBRL document)


	eGain Corporation

Date: September 10, 2026	By:	/s/ ASHUTOSH ROY
		Ashutosh Roy Chief Executive Officer

Name	Title	Date

/s/ ASHUTOSH ROY	Chief Executive Officer and Director (Principal Executive Officer)	September 10, 2026
Ashutosh Roy		September 10, 2026

/s/ ERIC N. SMIT	Chief Financial Officer	September 10, 2026
Eric N. Smit	(Principal Financial and Accounting Officer)

/s/ GUNJAN SINHA	Director	September 10, 2026
Gunjan Sinha	Director	September 10, 2026

/s/ PHIROZ P. DARUKHANAVALA	Director	September 10, 2026
Phiroz P. Darukhanavala	Director	September 10, 2026

/s/ BRETT SHOCKLEY	Director	September 10, 2026
Brett Shockley	Director	September 10, 2026


By:	/s/ Ashutosh Roy
	Ashutosh Roy
	Chief Executive Officer

	September 10, 2026