Spok Holdings, Inc 10-Q for FY2026 Q2
Spok Holdings, Inc (SPOK)
10-Q
2026-07-30
For: 2026-06-30
View Original
Added on
July 30, 2026
About this 10-Q
Spok Holdings, Inc filed this 10-Q on July 30, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $35.01M
- down 1.9% from $35.69M a year earlier
- Net income
- $4.12M
- down 9.5% from net income of $4.55M a year earlier
- Diluted EPS
- $0.20
- down 9.1% from $0.22 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | |||||
(Mark One)
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the quarterly period ended June 30, 2026
or
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the transition period from to
Commission File Number: 001-32358
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(800 ) 611-8488
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| 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. | ☐ | ||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
SPOK HOLDINGS, INC.
QUARTERLY REPORT ON FORM 10-Q
INDEX
| Page | |||||||||||
| PART I. | |||||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| PART II. | |||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| (in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Non-current assets: | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Deferred income tax assets, net | |||||||||||
| Other non-current assets | |||||||||||
| Total non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation and benefits | |||||||||||
| Deferred revenue | |||||||||||
| Operating lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities: | |||||||||||
| Asset retirement obligations | |||||||||||
| Operating lease liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 12) | |||||||||||
| Stockholders' equity: | |||||||||||
| Preferred stock | $ | $ | |||||||||
| Common stock | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
2
SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||
| (Unaudited and in thousands except share and per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||
| Wireless revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Software revenue | ||||||||||||||||||||||||||
| Total revenue | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Cost of revenue (exclusive of items shown separately below) | ||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||
| Technology operations | ||||||||||||||||||||||||||
| Selling and marketing | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Depreciation and accretion | ||||||||||||||||||||||||||
| Severance and restructuring | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Other (expense) income | ( | ( | ||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic net income per common share | $ | $ | $ | $ | ||||||||||||||||||||||
Diluted net income per common share | $ | $ | $ | $ | ||||||||||||||||||||||
| Basic weighted average common shares outstanding | ||||||||||||||||||||||||||
Diluted weighted average common shares outstanding | ||||||||||||||||||||||||||
| Cash dividends declared per common share | $ | $ | $ | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
3
SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||
| (Unaudited and in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ||||||||||||||||||||||||
| Other comprehensive (loss) income | ( | ( | ||||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
4
SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| (Unaudited and in thousands except share amounts) | Outstanding Common Shares | Common Stock | Additional Paid-In Capital & Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Issuance of restricted stock under the Equity Plan | — | — | — | — | |||||||||||||||||||||||||
| Purchase of common stock for tax withholding | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Amortization of stock-based compensation | — | — | — | ||||||||||||||||||||||||||
| Cash dividends declared | — | — | — | ( | ( | ||||||||||||||||||||||||
| Cumulative translation adjustment | — | — | — | ||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Issuance of common stock under the Employee Stock Purchase Plan | — | — | |||||||||||||||||||||||||||
| Issuance of restricted stock under the Equity Plan | — | — | — | — | |||||||||||||||||||||||||
| Amortization of stock-based compensation | — | — | — | ||||||||||||||||||||||||||
| Cash dividends declared | — | — | — | ( | ( | ||||||||||||||||||||||||
| Cumulative translation adjustment | — | — | — | ||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||
5
| (Unaudited and in thousands except share amounts) | Outstanding Common Shares | Common Stock | Additional Paid-In Capital & Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Issuance of restricted stock under the Equity Plan | — | — | — | — | |||||||||||||||||||||||||
| Purchase of common stock for tax withholding | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Amortization of stock-based compensation | — | — | — | ||||||||||||||||||||||||||
| Cash dividends declared | — | — | — | ( | ( | ||||||||||||||||||||||||
| Cumulative translation adjustment | — | — | ( | — | ( | ||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Issuance of restricted stock under the Equity Plan | — | — | — | — | |||||||||||||||||||||||||
| Issuance of common stock under the Employee Stock Purchase Plan | — | — | |||||||||||||||||||||||||||
| Amortization of stock-based compensation | — | — | — | ||||||||||||||||||||||||||
| Cash dividends declared | — | — | — | ( | ( | ||||||||||||||||||||||||
| Cumulative translation adjustment | — | — | ( | — | ( | ||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
6
SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, | |||||||||||
| (Unaudited and in thousands) | 2026 | 2025 | |||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and accretion | |||||||||||
| Deferred income tax expense | |||||||||||
| Stock-based compensation | |||||||||||
| Gain on sale of domain name | ( | ||||||||||
| Provisions for credit losses, service credits and other | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Net operating lease liabilities | ( | ( | |||||||||
| Accounts payable and other liabilities | ( | ( | |||||||||
| Deferred revenue | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Proceeds from sale of domain name | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Cash distributions to stockholders | ( | ( | |||||||||
| Proceeds from issuance of common stock under the Employee Stock Purchase Plan | |||||||||||
| Purchase of common stock for tax withholding on vested equity awards | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate on cash and cash equivalents | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental disclosure: | |||||||||||
| Income taxes paid | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
7
SPOK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Spok Holdings, Inc. (NASDAQ: SPOK) ("Spok," "we," "our" or the "Company"), through its wholly owned subsidiary Spok, Inc., is proud to be the global leader in healthcare communications. We deliver clinical information to care teams when and where it matters most to improve patient outcomes. Top hospitals rely on Spok products and services to enhance workflows for clinicians, support administrative compliance, and provide a better experience for patients.
We provide one-way and advanced two-way wireless messaging services, including information services, throughout the United States. These services are offered on a local, regional and nationwide basis, employing digital networks. One-way messaging consists of numeric and alphanumeric messaging services. Numeric messaging services enable subscribers to receive messages that are composed entirely of numbers, such as a phone number, while alphanumeric messages may include numbers and letters, which enable subscribers to receive text messages. Two-way messaging services enable subscribers to send and receive messages to and from other wireless messaging devices, including pagers, personal digital assistants and personal computers. We also offer voice mail, personalized greetings, message storage and retrieval, equipment, maintenance plans and/or equipment loss protection to both one-way and two-way messaging subscribers. These services are commonly referred to as wireless messaging and information services.
We also develop, sell and support enterprise-wide systems for hospitals and other organizations needing to automate, centralize and standardize clinical communications. These solutions are used for contact centers, clinical alerting and notification, mobile communications and messaging and for public safety notifications. These areas of market focus complement the market focus of our wireless services outlined above.
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements include our accounts and the accounts of our wholly owned direct and indirect subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In management's opinion, the unaudited Condensed Consolidated Financial Statements include all adjustments and accruals that are necessary for the presentation of the results of all interim periods reported herein and all such adjustments are of a normal, recurring nature.
Amounts shown in the Condensed Consolidated Statements of Operations within the operating expense categories include cost of revenue exclusive of: research and development, technology operations, selling and marketing, general and administrative, severance and restructuring and depreciation and accretion. These items are shown separately to the extent that they are considered material for the periods presented.
Certain immaterial prior period amounts in the Condensed Consolidated Financial Statements have been reclassified to conform to the current period's presentation. Management concluded that presenting certain information technology ("IT") expenses within their respective functional expense categories provides a more meaningful and representative depiction of the nature of these costs. Accordingly, we reclassified these IT-related expenses from general and administrative to the applicable functional categories for all periods presented. These reclassifications had no effect on the reported results of operations or the statement of financial position.
The financial information included herein, other than the Condensed Consolidated Balance Sheet as of December 31, 2025, is unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2025 has been derived from, but does not include all, the disclosures contained in the audited Consolidated Financial Statements as of and for the year ended December 31, 2025.
These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). The Condensed Consolidated Statements of Operations for the interim periods presented are not necessarily indicative of the results that may be expected for a full year.
8
SPOK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Use of Estimates
The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an ongoing basis, we evaluate estimates and assumptions, including, but not limited to, those related to the impairment of long-lived assets, goodwill, accounts receivable allowances, revenue recognition, depreciation and accretion expense, asset retirement obligations and income taxes. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
NOTE 2 - RISKS AND OTHER IMPORTANT FACTORS
NOTE 3 - RECENT ACCOUNTING STANDARDS
Recently issued accounting pronouncements not yet adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements. This update is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, and the update may be applied either prospectively or retrospectively. We are currently evaluating the impact the update will have on our consolidated financial statements and related disclosures.
We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the consolidated financial statements.
NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES
Our significant accounting policies are detailed in Note 1, “Organization and Significant Accounting Policies” of the 2025 Annual Report.
NOTE 5 - REVENUE, DEFERRED REVENUE AND PREPAID COMMISSIONS
Wireless Revenue
Wireless revenue consists of two primary components: paging revenue and product and other revenue. Paging revenue consists primarily of recurring fees associated with the provision of messaging services and fees for paging devices and is net of a provision for service credits. Product and other revenue reflects system sales, sales of paging devices and charges for devices that are not returned and are net of anticipated credits. Our core offering includes subscriptions to one-way or two-way messaging services for a periodic (monthly, quarterly, semiannual, or annual) service fee. This is generally based upon the type of service provided, the geographic area covered, the number of devices provided to the customer and the period of commitment. A subscriber to one-way messaging services may select coverage on a local, regional or nationwide basis to best meet their messaging needs. Two-way messaging is generally offered on a nationwide basis. See "Item 1. Business,” in the 2025 Annual Report for more details.
Software Revenue
Software revenue consists primarily of license revenues, including revenues from our perpetual and term software license arrangements, revenue from the sale of hardware that facilitates the use of our software solutions, professional services revenue related to the implementation of our solutions and value-added services, and maintenance and subscription revenue that is generated from the ongoing support of our perpetual and term software license arrangements, typically contracted for a period of between and three years .
Revenue Recognition
Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
9
SPOK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Our software licenses and hardware are generally recognized at a point in time when we have transferred control to the customer. For software licenses, revenue is not recognized until the related license(s) have been made available to the customer and the customer can begin to benefit from its right to use the license(s). Our software licenses represent a right to use Spok’s intellectual property ("IP") as it exists at a point in time at which the license is granted. Many of our software licenses have significant standalone functionality due to their ability to process a transaction or perform a function or task, and we do not need to maintain those products, once provided to the customer, for value to exist. While the functionality of the IP that we license may substantively change during the license period, customers are not contractually or practically required to update their license as a result of those changes.
Our wireless, professional services, and maintenance and subscription services are generally recognized over time due to a customer's simultaneous receipt and consumption of the benefit as we perform the work. As we transfer control over time, we recognize revenue based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires significant judgment and is based on the nature of the products or services to be provided. Generally, we use the time-elapsed measure of progress for performance obligations that include wireless, maintenance and subscription, and professional services - managed services. We believe this method best depicts the simultaneous transfer and consumption of the benefit based on our performance as these services are generally considered standby services. For professional services - projects, we leverage an input methodology based on the number of hours worked on a project versus the total expected hours necessary to complete the project. Revenues are recognized proportionally as hours are incurred.
The following table presents our revenues disaggregated by revenue type:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Paging revenue | $ | $ | $ | $ | |||||||||||||||||||
| Product and other revenue | |||||||||||||||||||||||
| Wireless revenue | $ | $ | $ | $ | |||||||||||||||||||
| License | $ | $ | $ | $ | |||||||||||||||||||
| Professional services - projects | |||||||||||||||||||||||
| Professional services - managed services | |||||||||||||||||||||||
| Hardware | |||||||||||||||||||||||
Maintenance and subscription | |||||||||||||||||||||||
| Software revenue | $ | $ | $ | $ | |||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
The Company is currently structured as a single operating (and reportable) segment, a clinical communication and collaboration business. Sales are assigned to subsidiaries based on the geographic location of the customer at the signing of a contract. The United States was the only country that accounted for more than 10 Revenue generated in the United States and internationally consisted of the following for the periods stated:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| International | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Deferred Revenue
Our deferred revenue represents payments received from, or amounts due from, customers in advance of our performance. Deferred revenue that is expected to be recognized as revenue during the next 12-month period is recorded
10
SPOK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
in deferred revenue, and the remaining portion is recorded within other non-current liabilities in the Condensed Consolidated Balance Sheets. Changes in the balance of total deferred revenue are as follows:
| (Dollars in thousands) | December 31, 2025 | Additions | Revenue Recognized | June 30, 2026 | |||||||||||||||||||
| Deferred Revenue | $ | $ | $ | ( | $ | ||||||||||||||||||
During the six months ended June 30, 2026, the Company recognized $19.2 million of revenue related to amounts deferred as of December 31, 2025.
Prepaid Commissions
Our prepaid commissions represent payments made to employees in advance of our performance on the related underlying contracts. These costs have been incurred directly in relation to obtaining a contract. As such, these costs are amortized over the estimated period of benefit. Changes in the balance of total prepaid commissions are as follows:
| (Dollars in thousands) | December 31, 2025 | Additions | Commissions Recognized | June 30, 2026 | |||||||||||||||||||
| Prepaid Commissions | $ | $ | $ | ( | $ | ||||||||||||||||||
Prepaid commissions are included within prepaid expenses in the Condensed Consolidated Balance Sheets and commissions expense is included within selling and marketing on the Condensed Consolidated Statements of Operations.
Remaining Performance Obligations
NOTE 6 - LEASES
We have operating lease arrangements for corporate offices, cellular towers, storage units and small building spaces. The building space is used to house infrastructure, such as transmitters, antennae and other various equipment for the Company’s wireless paging services. For leases with a term of 12 months or less, renewal terms are generally of an evergreen nature (either month-to-month or year-to-year). For leases with a term greater than 12 months, renewal terms are generally explicit and provide for one to five optional renewals consistent with the initial term. Many of our leases, with the exception of those for our corporate offices, include options to terminate the lease within one year . Variable lease payments, residual value guarantees or purchase options are not generally present in these leases.
Lease costs are included in technology operations and general and administrative expenses in the Condensed Consolidated Statements of Operations. The following table presents lease costs disaggregated by type:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Short-term lease cost | ||||||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
11
SPOK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents supplemental cash flow information:
| For the Six Months Ended June 30, | ||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities - operating leases | $ | $ | ||||||||||||
Right-of-use assets obtained in exchange for lease obligations | $ | ( | $ | |||||||||||
The following table presents the weighted average remaining lease term and discount rate:
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Weighted average remaining lease term - operating leases (in years) | ||||||||||||||
| Weighted average discount rate - operating leases | ||||||||||||||
Maturities of lease liabilities as of June 30, 2026, were as follows:
For the Year Ending December 31, | (Dollars in thousands) | |||||||
2026 (remaining six months) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total future lease payments | ||||||||
| Imputed interest | ( | |||||||
| Total | $ | |||||||
NOTE 7 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS' COMPONENTS
Depreciation and Accretion
Depreciation and accretion expenses consisted of the following for the periods stated:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Depreciation | |||||||||||||||||||||||
| Leasehold improvements | $ | $ | $ | $ | |||||||||||||||||||
| Asset retirement costs | |||||||||||||||||||||||
| Paging and computer equipment | |||||||||||||||||||||||
| Furniture, fixtures and vehicles | |||||||||||||||||||||||
| Total depreciation | |||||||||||||||||||||||
| Accretion | |||||||||||||||||||||||
| Total depreciation and accretion expense | $ | $ | $ | $ | |||||||||||||||||||
Accounts Receivable, Net
Accounts receivable was recorded net of an allowance of $1.2 million at June 30, 2026 and $1.0 million at December 31, 2025. Our two most significant allowance accounts are: allowance for credit losses and allowance for service credits. Provisions for these allowances are recorded on a monthly basis and are included as a component of general and administrative expenses. We had an allowance for service credits of $0.3 million at June 30, 2026 and a nominal amount at December 31, 2025.
12
SPOK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes the activity in the allowance for credit losses for the periods presented:
For the Six Months Ended June 30, | |||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | |||||||||||||||
Balance at beginning of period | $ | $ | |||||||||||||||
Provisions for credit losses | |||||||||||||||||
| Write-offs | ( | ( | |||||||||||||||
Balance at end of period | $ | $ | |||||||||||||||
Accounts receivable, net included $8.6 million and $6.3 million of unbilled receivables at June 30, 2026 and December 31, 2025, respectively. Unbilled receivables are defined as the Company's right to consideration in exchange for goods or services that we have transferred to the customer but have not yet billed for, and will generally be billed upon passage of time.
Property and Equipment, Net
Property and equipment, net consisted of the following as of the dates stated:
| (Dollars in thousands) | Useful Life (In Years) | June 30, 2026 | December 31, 2025 | ||||||||||||||
| Leasehold improvements | lease term | $ | $ | ||||||||||||||
| Asset retirement costs | |||||||||||||||||
| Paging and computer equipment | |||||||||||||||||
| Furniture, fixtures and vehicles | |||||||||||||||||
| Total property and equipment | |||||||||||||||||
| Accumulated depreciation | ( | ( | |||||||||||||||
| Total property and equipment, net | $ | $ | |||||||||||||||
Other (Expense) Income
NOTE 8 - GOODWILL
During the three months ended June 30, 2026, we performed a qualitative assessment of goodwill and determined that a triggering event had not occurred. While an impairment assessment is performed annually in the fourth quarter, the Company monitors its business environment for potential triggering events on a quarterly basis. There is potential for further impairment charges being recognized in future periods based on these ongoing assessments.
13
SPOK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 9 - ASSET RETIREMENT OBLIGATIONS
The components of the changes in the asset retirement obligation liabilities were:
| (Dollars in thousands) | Short-Term Portion | Long-Term Portion | Total | |||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | |||||||||||||||||
| Accretion | ||||||||||||||||||||
| Amounts paid | ( | ( | ||||||||||||||||||
| Reclassifications | ( | |||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | |||||||||||||||||
The short-term portion of the balance above is included within other current liabilities in the Condensed Consolidated Balance Sheets as of June 30, 2026, and December 31, 2025.
The cost associated with the estimated removal costs, and timing refinements due to ongoing network rationalization activities, is expected to accrete to a total liability of $10.1 million. The total estimated liability is based on the transmitter locations remaining after we have consolidated the number of networks we operate and assumes the underlying leases will continue to be renewed through that future date. Accretion expense is solely related to asset retirement obligations and was recorded based on the interest method.
Additional information regarding asset retirement costs and accretion expense can be found in Note 7, "Condensed Consolidated Financial Statements' Components."
NOTE 10 - STOCKHOLDERS' EQUITY
General
Our authorized capital stock consists of 75 million shares of common stock, par value $0.0001 per share, and 25 million shares of preferred stock, par value $0.0001 per share.
At June 30, 2026, and December 31, 2025, we had no
At June 30, 2026, and December 31, 2025, there were 20,905,932 and 20,610,364 shares of common stock outstanding, respectively, and no
Dividends
Cash distributions to stockholders, as disclosed in the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026, and 2025, include previously declared cash dividends on shares of vested restricted common stock ("restricted stock") issued to our non-executive directors and dividends related to vested restricted stock units ("RSUs") issued to eligible employees. Cash dividends on restricted stock and RSUs have been accrued and are paid when the applicable vesting conditions are met. Accrued cash dividends on forfeited restricted stock and RSUs are also forfeited. The following table details our cash dividends declared and paid in 2026 through the date hereof:
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Declaration Date | Record Date | Payment Date | Per Share Amount | Total Declared(1) | ||||||||||||||||||||||
| February 25, 2026 | March 16, 2026 | March 31, 2026 | $ | $ | ||||||||||||||||||||||
| April 29, 2026 | May 26, 2026 | June 24, 2026 | ||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
(1) The total declared reflects the cash dividends declared in relation to common stock, deferred stock units ("DSUs"), unvested restricted stock and unvested RSUs.
On July 29, 2026, our Board of Directors declared a regular quarterly cash dividend of $0.3125 per share of common stock with a record date of August 19, 2026 and a payment date of September 9, 2026. Cash dividends related to common stock of approximately $6.5 million will be paid from available cash on hand.
14
SPOK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Common Stock Repurchase Program
On February 16, 2022, our Board of Directors authorized a share repurchase program for up to $10 million of the Company’s common stock. Under the repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, legal requirements and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. For the six months ended June 30, 2026, the Company did not repurchase any shares of common stock.
Net Income per Common Share
Basic net income per common share is computed on the basis of the weighted average common shares outstanding. Diluted net income per common share is computed on the basis of the weighted average common shares outstanding plus the effect of all potentially dilutive common shares, including unvested and outstanding equity awards.
The components of basic and diluted net income per common share were as follows for the periods stated:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands, except for share and per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
| Basic net income per common share | $ | $ | $ | $ | |||||||||||||||||||
Diluted net income per common share | $ | $ | $ | $ | |||||||||||||||||||
Stock-Based Compensation Plans
On April 29, 2020, our Board of Directors adopted the Spok Holdings, Inc. 2020 Equity Incentive Award Plan (the “2020 Equity Plan”) that our stockholders subsequently approved on July 28, 2020. On April 10, 2023, our Board of Directors adopted an amendment and restatement of the 2020 Equity Plan to increase the number of shares available for issuance by 1,000,000 shares, which our stockholders subsequently approved on July 25, 2023. On April 29, 2026, our Board of Directors adopted an amendment and restatement of the Spok Holdings, Inc. 2020 Equity Incentive Award Plan (the "2020 Equity Plan") to increase the number of shares available for issuance by 1,700,000 shares that our stockholders subsequently approved on July 21, 2026. At July 21, 2026, a total of 1,778,179 shares of common stock remained available for issuance under the 2020 Equity Plan.
Awards under the 2020 Equity Plan may be in the form of stock options, restricted common stock, RSUs, performance awards, dividend equivalents, stock payment awards, deferred stock, DSUs, stock appreciation rights or other stock or cash-based awards.
Restricted stock awards generally vest one year from the date of grant. Related dividends accumulate during the vesting period and are paid at the time of vesting.
Contingent RSUs generally vest over a three-year performance period upon successful completion of the performance objectives. Non-contingent RSUs generally vest in thirds, annually, over a three-year period. Dividend equivalent rights generally accompany each RSU award, and those rights accumulate and vest along with the underlying RSU.
Dividend equivalent rights generally accompany each DSU award and are paid to participants in cash on the Company's applicable dividend payment date whether the DSU is vested or unvested. The dividend equivalent right associated with a DSU continues until delivery of the underlying shares of common stock is made.
15
SPOK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Payment of the underlying shares of common stock occurs upon meeting the vesting criteria of the Award. Payment of the vested shares may occur subsequent to termination of service in certain events, including a change in control, death, retirement or disability or any other specified conditions within a termination of service agreement.
The following table summarizes the activities under the 2020 Equity Plan from January 1, 2026, through June 30, 2026:
| Activity | |||||
Total equity securities available at January 1, 2026 | |||||
RSU, DSU and restricted stock awarded to eligible employees, net of forfeitures | ( | ||||
Total equity securities available at June 30, 2026 | |||||
The following table details activities with respect to outstanding RSUs, DSUs, and restricted stock under the 2020 Equity Plan for the six months ended June 30, 2026:
| Shares | Weighted Average Grant Date Fair Value per Share | ||||||||||
Unvested at January 1, 2026 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Unvested at June 30, 2026 | $ | ||||||||||
Of the 887,020 unvested RSUs, DSUs and restricted stock outstanding at June 30, 2026, 432,362 RSUs include contingent performance requirements for vesting purposes. At June 30, 2026, there was $6.6 million of unrecognized net compensation cost related to RSUs and restricted stock, which is expected to be recognized over a weighted average period of 1.7 years.
Employee Stock Purchase Plan
In 2016, our Board of Directors adopted the Spok Holdings, Inc. Employee Stock Purchase Plan (the "ESPP") that our stockholders subsequently approved on July 25, 2016. A total of 250,000 shares of common stock were reserved for issuance under this plan.
The ESPP allows employees to purchase shares of common stock at a discounted rate, subject to plan limitations. Under the ESPP, eligible participants can voluntarily elect to have contributions withheld from their pay for the duration of an offering period, subject to the ESPP limits. At the end of an offering period, contributions will be used to purchase the Company's common stock at a discount to the market price based on the first or last day of the offering period, whichever is lower.
Participants are required to hold common stock for a minimum period of two years from the grant date. Participants will begin earning dividends on shares after the purchase date. Each offering period will generally last for no longer than six months . Once an offering period begins, participants cannot adjust their withholding amount. If a participant chooses to withdraw, any previously withheld funds will be returned to the participant, with no stock purchased, and that participant will be eligible to participate in the ESPP during the next offering period. If the participant terminates employment with the Company during the offering period, all contributions will be returned to the employee and no stock will be purchased.
The Company uses the Black-Scholes model to calculate the fair value of the common stock to be purchased during each offering period on the offer date. The Black-Scholes model requires the use of estimates for the expected term, the expected volatility of the underlying common stock over the expected term, the risk-free interest rate and the expected dividend payment.
16
SPOK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
For the six months ended June 30, 2026, 18,922 shares of the Company's stock were purchased, compared to 11,558 shares purchased during the same period in 2025. The following table summarizes the activities under the ESPP from January 1, 2026 through June 30, 2026:
| Activity | |||||
| Total ESPP equity securities available at January 1, 2026 | |||||
| ESPP common stock purchased by eligible employees | ( | ||||
| Total ESPP equity securities available at June 30, 2026 | |||||
Amounts withheld from participants will be classified as accrued compensation and benefits in the Condensed Consolidated Balance Sheets until funds are used to purchase shares. This liability amount is immaterial to the Condensed Consolidated Financial Statements.
Stock-Based Compensation Expense
We record all stock-based compensation, which consists of RSUs, DSUs, restricted stock, and the option to purchase common stock under the ESPP, at fair value as of the grant date. Stock-based compensation expense is recognized based on a straight-line amortization basis over the respective service period. Forfeitures and withdrawals are accounted for as incurred.
The following table reflects the items for stock-based compensation expense in the Condensed Consolidated Statements of Operations for the periods stated:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Performance-based RSUs | $ | $ | $ | ||||||||||||||||||||
Time-based RSUs and restricted stock | |||||||||||||||||||||||
| ESPP | |||||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
NOTE 11 - INCOME TAXES
Spok files a consolidated United States federal income tax return and income tax returns in various state, local and foreign jurisdictions as required.
Our quarterly tax provision and our quarterly estimate of our annual effective tax rate are subject to significant variation due to several factors, including variability in accurately predicting our pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, changes in how we do business, changes in our stock price, foreign currency gains (losses), tax law developments (including changes in statutes, regulations, case law, and administrative practices), and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, our effective tax rate can be more or less volatile based on the amount of pre-tax income or loss. For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower.
For 2026, the anticipated effective income tax rate is expected to continue to differ from the federal statutory rate of 21%, primarily due to the effect of state income taxes, permanent differences between book and taxable income, and certain discrete items.
We had total net deferred income tax assets ("DTAs") of $35.0 million and $36.5 million as of June 30, 2026, and December 31, 2025, respectively. We had a valuation allowance of $1.9
We assess the recoverability of our deferred income tax assets, which represent the tax benefits of future tax deductions, based on available positive and negative evidence and by considering the adequacy of future taxable income from all sources, including prudent and feasible tax planning strategies. This assessment is required to determine whether, based on all available evidence, it is "more likely than not" (meaning a probability of greater than 50%) that all or some portion of the deferred income tax assets will be realized in future periods. During the fourth quarter of each year, we update our multi-year forecast of taxable income for our operations, which assists in analyzing the recoverability of our DTAs.
17
SPOK HOLDINGS, INC.
UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company maintains a valuation allowance related to federal foreign tax credits and certain state net operating losses and state tax credits, as the Company does not believe current projections of future taxable income will be sufficient to utilize those tax assets and credits prior to expiration.
NOTE 12 - COMMITMENTS AND CONTINGENCIES
There have been no material changes during the six months ended June 30, 2026 to the commitments and contingencies previously reported in the 2025 Annual Report.
NOTE 13 - RELATED PARTIES
A member of our Board of Directors serves as Executive Vice President and Chief Information Officer for an entity that is also a customer of the Company. For the three months ended June 30, 2026 and 2025, we recognized revenues of $0.4 million and $0.8 million, respectively, related to the contracts from the entity at which the individual is employed. For the six months ended June 30, 2026 and 2025, we recognized revenues of $0.9 million and $1.2 million, respectively, related to contracts from the entity at which the individual is employed. We had no outstanding receivables related to these contracts included in accounts receivable, net on the Condensed Consolidated Balance Sheets as of June 30, 2026 and $0.7 million outstanding as of December 31, 2025. We received $0.6 million in excess of amounts billed, related to contracts from the entity, which is reflected in accounts payable on the Condensed Consolidated Balance Sheet as of June 30, 2026. This excess payment received from the entity will be applied as a credit towards future amounts due under the existing contracts, which are expected to be billed in the third quarter of 2026.
NOTE 14 - SEGMENT INFORMATION
FASB Accounting Standards Codification 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of a public entity about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer. We identify our business as a single segment, clinical communications and collaboration solutions, which includes operating revenues from our wireless and software solutions.
The accounting policies of the clinical communications and collaboration solutions segment are the same as those described in the summary of significant accounting policies disclosed in Note 1, “Organization and Significant Accounting Policies” of the 2025 Annual Report. The CODM evaluates the performance of the clinical communications and collaboration segment based on net income that is also reported on the Condensed Consolidated Statements of Operations as consolidated net income.
Significant expenses within net income include cost of revenue, research and development, technology operations, selling and marketing, and general and administrative expenses, which are each separately presented on the Company’s Condensed Consolidated Statements of Operations. Other segment items within net income include interest income, other income and provision for income taxes on the Condensed Consolidated Statements of Operations.
The measurement of segment assets is reported on the Condensed Consolidated Balance Sheets as total consolidated assets. Depreciation and accretion details are tabulated in Note 7, "Condensed Consolidated Financial Statements' Components." An immaterial amount of long-lived assets were held outside of the United States as of June 30, 2026 and 2025.
The principal category we use to disaggregate revenues is the nature of our products and services, as presented in Note 5, "Revenue, Deferred Revenue and Prepaid Commissions." All of our revenues are derived from external customers. The table summarizing the disaggregation of the revenue by geography is disclosed in Note 5, "Revenue, Deferred Revenue and Prepaid Commissions."
NOTE 15 - SUBSEQUENT EVENT
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q ("Quarterly Report") contains forward-looking statements and information relating to Spok Holdings, Inc. and its subsidiaries (collectively, “we,” "us," “Spok,” “our” or the “Company”) that set forth anticipated results based on management’s current plans, known trends and assumptions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “target,” “forecast” and similar expressions, as they relate to Spok are forward-looking statements.
Although these statements are based upon current plans, known trends and assumptions that management considers reasonable, they are subject to certain risks, uncertainties and assumptions, including, but not limited to, those discussed in this section and "Risk Factors" below and under the captions “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”),” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Annual Report"). Should known or unknown risks or uncertainties materialize, known trends change, or underlying assumptions prove inaccurate, actual results or outcomes may differ materially from past results and those described herein as anticipated, believed, estimated, expected, intended, targeted or forecasted. Investors are cautioned not to place undue reliance on these forward-looking statements.
The Company undertakes no obligation to update forward-looking statements. Investors are advised to consult all further disclosures the Company makes in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that it will file with the SEC. Also note that, in the 2025 Annual Report, the Company provides a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to its business. These are factors that, individually or in the aggregate, could cause the Company’s actual results to differ materially from past results as well as those results that may be anticipated, believed, estimated, expected, intended, targeted or forecasted. It is not possible to predict or identify all such risk factors. Consequently, investors should not consider the risk factor discussion to be a complete discussion of all of the potential risks or uncertainties that could affect Spok's business, statements of operations or financial condition, subsequent to the filing of this Quarterly Report.
Overview
The following MD&A is intended to help the reader understand the results of operations and financial condition of Spok. This MD&A is provided as a supplement to, and should be read in conjunction with, our 2025 Annual Report and our unaudited Condensed Consolidated Financial Statements and accompanying notes. A reference to a “Note” in this section refers to the accompanying Unaudited Notes to Condensed Consolidated Financial Statements.
Spok, acting through its indirect wholly owned operating subsidiary, Spok, Inc., delivers smart, reliable clinical communication and collaboration solutions to organizations, primarily in the United States healthcare industry, to help protect the health, well-being and safety of individuals. Organizations rely on Spok for workflow improvement, secure messaging, paging services, contact center optimization and public safety response.
Business
See Note 1, "Organization and Significant Accounting Policies" in Item 1 of Part I of this Quarterly Report and Item 1. "Business" of Part I of the 2025 Annual Report, which describe our business in further detail.
In April 2026, we announced a strategic realignment designed to further enhance our cost optimization efforts. These actions will enable us to direct resources towards continued investment in our Care Connect Suite and artificial intelligence initiatives, while sustaining our commitment to returning cash to stockholders. This realignment eliminated approximately 10% of our workforce, which is expected to result in annualized savings of over $6.0 million in payroll and related expenses and other operating expenses. The majority of the workforce reductions were completed in the second quarter of 2026, with the remainder expected to be completed in the third quarter of 2026.
19
Results of Operations
The following table is a summary of our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025:
| For the Three Months Ended June 30, | Change | For the Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | Total | % | 2026 | 2025 | Total | % | |||||||||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||||||||||||||
| Wireless revenue | $ | 17,213 | $ | 18,440 | $ | (1,227) | (6.7) | % | $ | 34,699 | $ | 36,914 | $ | (2,215) | (6.0) | % | |||||||||||||||||||||||||||||||
| Software revenue | 17,798 | 17,246 | 552 | 3.2 | % | 33,538 | 35,066 | (1,528) | (4.4) | % | |||||||||||||||||||||||||||||||||||||
| Total revenue | 35,011 | 35,686 | (675) | (1.9) | % | 68,237 | 71,980 | (3,743) | (5.2) | % | |||||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue (exclusive of items shown separately below) | 6,836 | 7,403 | (567) | (7.7) | % | 14,565 | 14,687 | (122) | (0.8) | % | |||||||||||||||||||||||||||||||||||||
| Research and development | 3,280 | 3,065 | 215 | 7.0 | % | 6,737 | 6,159 | 578 | 9.4 | % | |||||||||||||||||||||||||||||||||||||
| Technology operations | 5,870 | 6,233 | (363) | (5.8) | % | 12,032 | 12,423 | (391) | (3.1) | % | |||||||||||||||||||||||||||||||||||||
| Selling and marketing | 3,923 | 4,349 | (426) | (9.8) | % | 8,411 | 9,274 | (863) | (9.3) | % | |||||||||||||||||||||||||||||||||||||
| General and administrative | 7,203 | 8,370 | (1,167) | (13.9) | % | 14,835 | 16,237 | (1,402) | (8.6) | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and accretion | 929 | 854 | 75 | 8.8 | % | 1,921 | 1,713 | 208 | 12.1 | % | |||||||||||||||||||||||||||||||||||||
| Severance and restructuring | 1,545 | 20 | 1,525 | 7,625.0 | % | 1,867 | 77 | 1,790 | 2,324.7 | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | 29,586 | 30,294 | (708) | (2.3) | % | 60,368 | 60,570 | (202) | (0.3) | % | |||||||||||||||||||||||||||||||||||||
| Operating income | 5,425 | 5,392 | 33 | 0.6 | % | 7,869 | 11,410 | (3,541) | (31.0) | % | |||||||||||||||||||||||||||||||||||||
| Interest income | 222 | 256 | (34) | (13.3) | % | 396 | 475 | (79) | (16.6) | % | |||||||||||||||||||||||||||||||||||||
| Other (expense) income | (11) | 734 | (745) | (101.5) | % | (6) | 756 | (762) | (100.8) | % | |||||||||||||||||||||||||||||||||||||
| Income before income taxes | 5,636 | 6,382 | (746) | (11.7) | % | 8,259 | 12,641 | (4,382) | (34.7) | % | |||||||||||||||||||||||||||||||||||||
| Provision for income taxes | (1,516) | (1,830) | 314 | (17.2) | % | (2,152) | (2,893) | 741 | (25.6) | % | |||||||||||||||||||||||||||||||||||||
| Net income | $ | 4,120 | $ | 4,552 | $ | (432) | (9.5) | % | $ | 6,107 | $ | 9,748 | $ | (3,641) | (37.4) | % | |||||||||||||||||||||||||||||||
| Supplemental Information | |||||||||||||||||||||||||||||||||||||||||||||||
| Full-Time Equivalent ("FTE") Employees | 382 | 419 | (37) | (8.8) | % | ||||||||||||||||||||||||||||||||||||||||||
| Active transmitters | 2,756 | 2,925 | (169) | (5.8) | % | ||||||||||||||||||||||||||||||||||||||||||
Revenue
We offer a focused suite of unified clinical communications and collaboration solutions that include call center applications, clinical alerting and notifications, one-way and advanced two-way wireless messaging services, mobile communications and public safety solutions.
We develop, sell and support enterprise-wide systems for healthcare, government, large enterprise and other organizations needing to automate, centralize and standardize their approach to clinical communications and collaboration. Our solutions can be found in prominent hospitals, large government agencies, leading public safety institutions, colleges and universities, large hotels, resorts and casinos, and well-known manufacturers. Our primary market is the healthcare industry, particularly hospitals. While we have historically identified hospitals with 200 or more beds as the primary targets for our software solutions, as well as our paging services, we have expanded our focus to include smaller hospitals with shorter sales cycles, including academic medical centers.
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Revenue generated by wireless messaging services (including voice mail, personalized greetings, message storage and retrieval, equipment, maintenance plans and/or equipment loss protection for both one-way and two-way messaging subscribers) is presented as wireless revenue in our Condensed Consolidated Statements of Operations. Revenue generated by the sale of our software solutions, which includes revenue from our perpetual and term software license arrangements, revenue from the sale of hardware that facilitates the use of our software solutions, professional services revenue related to the implementation of our solutions and value-added services, and maintenance and subscription revenue that is generated from the ongoing support of our perpetual and term software license arrangements, is presented as software revenue in our Condensed Consolidated Statements of Operations. Our software is licensed to end users under an industry standard software license agreement.
Refer to Note 5, "Revenue, Deferred Revenue and Prepaid Commissions" in the Notes to Condensed Consolidated Financial Statements for additional information on our wireless and software revenue streams.
The table below details revenue for the periods stated:
| For the Three Months Ended June 30, | Change | For the Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | Total | % | 2026 | 2025 | Total | % | |||||||||||||||||||||||||||||||||||||||
| Revenue - wireless: | |||||||||||||||||||||||||||||||||||||||||||||||
| Paging revenue | $ | 16,011 | $ | 17,192 | $ | (1,181) | (6.9) | % | $ | 32,580 | $ | 34,799 | $ | (2,219) | (6.4) | % | |||||||||||||||||||||||||||||||
| Product and other revenue | 1,202 | 1,248 | (46) | (3.7) | % | 2,119 | 2,115 | 4 | 0.2 | % | |||||||||||||||||||||||||||||||||||||
| Total wireless revenue | 17,213 | 18,440 | (1,227) | (6.7) | % | 34,699 | 36,914 | (2,215) | (6.0) | % | |||||||||||||||||||||||||||||||||||||
| Revenue - software: | |||||||||||||||||||||||||||||||||||||||||||||||
| License | 3,632 | 2,394 | 1,238 | 51.7 | % | 4,994 | 5,025 | (31) | (0.6) | % | |||||||||||||||||||||||||||||||||||||
Professional services - projects | 2,768 | 3,831 | (1,063) | (27.7) | % | 6,096 | 8,302 | (2,206) | (26.6) | % | |||||||||||||||||||||||||||||||||||||
Professional services - managed services | 2,332 | 1,520 | 812 | 53.4 | % | 4,391 | 2,835 | 1,556 | 54.9 | % | |||||||||||||||||||||||||||||||||||||
| Hardware | 128 | 376 | (248) | (66.0) | % | 314 | 697 | (383) | (54.9) | % | |||||||||||||||||||||||||||||||||||||
| Maintenance and subscription | 8,938 | 9,125 | (187) | (2.0) | % | 17,743 | 18,207 | (464) | (2.5) | % | |||||||||||||||||||||||||||||||||||||
| Total software revenue | 17,798 | 17,246 | 552 | 3.2 | % | 33,538 | 35,066 | (1,528) | (4.4) | % | |||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 35,011 | $ | 35,686 | $ | (675) | (1.9) | % | $ | 68,237 | $ | 71,980 | $ | (3,743) | (5.2) | % | |||||||||||||||||||||||||||||||
Wireless Revenue
Wireless revenue is generally reflective of the number of units in service and measured monthly as Average Revenue Per User ("ARPU"). On a consolidated basis, ARPU is affected by several factors, including the mix of units in service and the pricing of the various components of our services. The number of units in service changes based on subscribers added, referred to as gross placements, less subscriber cancellations, or disconnects.
Wireless revenue decreased during the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily due to a decrease in paging revenue. The decrease in paging revenue was primarily driven by secular decreases in our wireless units in service, from 694 thousand units as of June 30, 2025 to 645 thousand units as of June 30, 2026.
We believe that demand for wireless services will continue to decline for the foreseeable future in line with recent trends, as our wireless products and services are replaced with other competing technologies, such as the shift from narrowband wireless service offerings to broadband technology services.
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The following reflects the impact of subscribers and ARPU on the change in paging revenue:
| For the Three Months Ended June 30, | Change Due To: | ||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | Change | ARPU | Units | ||||||||||||||||||||||||||||||
| Paging revenue | $ | 16,011 | $ | 17,192 | $ | (1,181) | $ | (11) | $ | (1,170) | |||||||||||||||||||||||||
| For the Six Months Ended June 30, | Change Due To: | ||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | Change | ARPU | Units | ||||||||||||||||||||||||||||||
| Paging revenue | $ | 32,580 | $ | 34,799 | $ | (2,219) | $ | 71 | $ | (2,290) | |||||||||||||||||||||||||
As demand for one-way and two-way messaging has declined, we have developed or added service offerings, such as encrypted paging and Spok Mobile with a pager number, to increase our revenue potential. These service offerings, along with the nominal increases in the standard rate, are designed to mitigate the decline in our wireless revenue. We will continue to explore ways to innovate and provide customers with the highest value possible.
Software Revenue
Software revenue, to a large degree, corresponds to our backlog of performance obligations ready to deliver at some point in the future, and any delays in implementation may affect the timing of revenue recognition. Our software projects generally originate from fixed-bid contracts, although many involve a protracted sales cycle and may result in unforeseen complexity and deviation from the original scope. The time needed to complete projects, therefore, may not align with our original expectations, which affects our backlog. As a result, software revenue may fluctuate on a short-term basis, and we generally evaluate longer-term trends when managing this business.
Software revenue increased during the three months ended June 30, 2026, compared to the same period in 2025. The increase was primarily due to higher license revenue generated from increased license bookings, partially offset by decreases in equipment, maintenance and subscription and professional services revenue. The decrease in professional services revenue was a result of lower billable hours, driven by a reduction in billable headcount within the professional services - projects line. This decrease in projects was partially offset by our managed services offering, which provides additional stability due to even revenue recognition over the contractual term, as compared to a revenue stream that has historically been highly dependent on individual project factors. The decrease in equipment revenue was due to lower sales, and the decrease in maintenance and subscription revenue resulted from higher churn.
Software revenue decreased during the six months ended June 30, 2026, compared to the same period in 2025. The decrease was primarily due to reduced license and equipment revenue, resulting from lower sales, alongside lower maintenance and subscription and professional services revenue. The decrease in professional services revenue was a result of lower utilization and billable hours, driven by a reduction in billable headcount within the professional services - projects line. This decrease in projects was partially offset by our managed services offering, which provides additional stability due to even revenue recognition over the contractual term, as compared to a revenue stream that has historically been highly dependent on individual project factors. The decrease in maintenance and subscription revenue resulted from higher churn.
Operating Expenses
Our operating expenses are presented in functional categories. Certain of our functional categories are especially important to overall expense control and management. These operating expenses are categorized as follows:
•Cost of Revenue. These are expenses we incur for the delivery of products and services to our customers and consist primarily of hardware, third-party software, outside services expenses and payroll and related expenses for our professional services, logistics, customer support and maintenance staff.
•Research and Development. These expenses relate primarily to the development of new software products and the ongoing maintenance and enhancement of existing products. This classification consists primarily of employee payroll and related expenses, outside services related to the design, development, testing and enhancement of our solutions and, to a lesser extent, hardware equipment. Research and development expenses exclude any development costs that qualify for capitalization.
•Technology Operations. These are expenses associated with the operation of our paging networks. Expenses consist largely of site rent expenses for transmitter locations, telecommunication expenses to deliver messages over our paging networks, and payroll and related expenses for our engineering and pager repair functions. We
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actively pursue opportunities to consolidate transmitters and other service, rental and maintenance expenses in order to maintain an efficient network while simultaneously ensuring adequate service for our customers. We believe continued reductions in these expenses will occur for the foreseeable future as we continue to consolidate our networks, although the benefits of such network rationalization efforts and resulting cost savings will continue to decline.
•Selling and Marketing. The sales and marketing staff are involved in selling our communication solutions primarily in the United States. These expenses support our efforts to maintain gross placements of units in service, which mitigate the impact of disconnects on our wireless revenue base, and to identify business opportunities for additional or future software sales. We maintain a centralized marketing function that is focused on supporting our products and vertical sales efforts by strengthening our brand, generating sales leads and facilitating the sales process. These marketing functions are accomplished through targeted email campaigns, webinars, regional and national user conferences, monthly newsletters and participation at industry trade shows. Expenses consist largely of payroll and related expenses, commissions and other costs such as travel and advertising costs.
•General and Administrative. These are expenses associated with information technology and administrative functions, including finance and accounting, human resources and executive management. This classification consists primarily of payroll and related expenses, outside services expenses, taxes, licenses and permit expenses, and facility rent expenses.
•Depreciation and Accretion. These are expenses that may be associated with one or more of the aforementioned functional categories. This classification generally consists of depreciation from capital expenditures or other assets that are core to our ongoing operations and accretion of asset retirement obligations.
The following is a review of our operating expense categories for the three and six months ended June 30, 2026, and 2025.
Cost of Revenue
Cost of revenue decreased by $0.6 million, or 7.7%, for the three months ended June 30, 2026, and $0.1 million, or 0.8%, for the six months ended June 30, 2026, compared to the same periods in 2025. The decrease was driven by a reduction in headcount within our professional services group and lower equipment costs resulting from lower hardware sales, as well as cost optimization efforts.
Research and Development
Research and development expenses increased by $0.2 million, or 7.0%, for the three months ended June 30, 2026, and $0.6 million, or 9.4%, for the six months ended June 30, 2026, compared to the same periods in 2025. The increases during the three and six months ended June 30, 2026 were driven by additional headcount and increased spend in outside services in conjunction with our continued investment in the enhancement of our software solutions, alongside an increase in technology costs.
Selling and Marketing
Selling and marketing expenses decreased by $0.4 million, or 9.8%, for the three months ended June 30, 2026, and $0.9 million, or 9.3%, for the six months ended June 30, 2026, compared to the same periods in 2025. The decreases during the three and six months ended June 30, 2026 were primarily driven by our cost optimization efforts and the strategic realignment.
General and Administrative
General and administrative expenses decreased by $1.2 million, or 13.9%, for the three months ended June 30, 2026, and $1.4 million, or 8.6%, for the six months ended June 30, 2026, compared to the same periods in 2025. The decreases during the three and six months ended June 30, 2026 were primarily driven by lower technology and compensation costs as a result of our cost optimization efforts and the strategic realignment.
Severance and Restructuring
Severance and restructuring expenses increased by $1.5 million for the three months ended June 30, 2026, and $1.8 million for the six months ended June 30, 2026, compared to the same periods in 2025. The increases were primarily related to severance expenses incurred due to the reduction in headcount during the second quarter of 2026 as a result of the strategic realignment.
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Other (expense) income
For the three and six months ended June 30, 2026, the Company recognized negligible Other expense. For the three and six months ended June 30, 2025, the Company recognized other income of $0.7 million and $0.8 million, respectively. The other income for the three and six months ended June 30, 2025 primarily consisted of a gain of $0.7 million from the sale of a domain name.
Income Taxes
Provision for income taxes was $1.5 million and $1.8 million for the three months ended June 30, 2026 and 2025, respectively. Provision for income taxes was $2.2 million and $2.9 million for the six months ended June 30, 2026 and 2025, respectively. Provision for income taxes decreased for the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily due to the decrease in pre-tax book income. Further details can be found in Note 11, "Income Taxes" in the Notes to Condensed Consolidated Financial Statements.
Liquidity and Capital Resources
Cash and Cash Equivalents
As of June 30, 2026, we held cash and cash equivalents of $16.6 million. The available cash and cash equivalents consist of cash in our operating accounts and cash invested in interest-bearing funds managed by third-party financial institutions. We maintain a majority of our cash and cash equivalents in accounts with major United States and multi-national financial institutions, and the majority of our deposits at these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our business, financial condition and results of operations.
Cash Sources
Our primary sources of liquidity have been our cash flows generated from operations and existing cash and cash equivalents. We maintain a level of liquidity sufficient to allow us to meet our cash needs in both the short term (next 12 months) and long term (beyond 12 months). At any point in time, we maintain approximately $5.0 million to $10.0 million in our operating accounts at third-party financial institutions. While we monitor daily the cash balances in our operating accounts and adjust the cash balances as appropriate, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, we have experienced no loss or lack of access to cash in our operating accounts.
On June 23, 2026, we entered into an agreement to sell certain narrowband spectrum licenses in our two-way paging inventory to Sensus USA, Inc. for a purchase price of $8.0 million. The transaction received approval by the Federal Communications Commission ("FCC") and closed on July 20, 2026. We expect to recognize a pre-tax gain upon closing of approximately $7.5 million within other income in the Condensed Consolidated Statements of Operations, reflecting the $8.0 million purchase price less estimated transaction-related costs of approximately $0.5 million. Upon receipt, the net cash proceeds are expected to positively impact our liquidity position.
Cash Uses
We intend to use our cash on hand to provide working capital, to support operations, to invest in our business, and to return value to stockholders through cash dividends and repurchases of our common stock. We may also consider using cash to fund or complete opportunistic investments and acquisitions that we believe will provide a measure of growth or revenue stability while supporting our existing operations.
In February 2022, the Board of Directors authorized a share repurchase program for up to $10 million of the Company’s common stock. This repurchase authority allows us, at management's discretion, to selectively repurchase shares of our common stock from time to time in the open market depending upon market price and other factors.
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Cash Flows Overview
In the event that net cash provided by operating activities and cash on hand are not sufficient to meet future cash requirements, we may be required to reduce planned capital expenses, reduce or eliminate our cash dividends to stockholders, not repurchase shares of our common stock under the share repurchase program, sell assets or seek additional financing. We can provide no assurance that reductions in planned capital expenses or proceeds from asset sales would be sufficient to cover shortfalls in available cash or that outside financing would be available on acceptable terms.
Based on current and anticipated levels of operations, we anticipate that net cash provided by operating activities, together with the available cash on hand at June 30, 2026, should be adequate to meet our anticipated cash requirements for the short term (next 12 months) and long term (beyond 12 months).
The following table sets forth information on our net cash flows from operating, investing, and financing activities for the periods stated:
Six Months Ended June 30, | Change | |||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | ||||||||||||||||||
| Net cash provided by operating activities | $ | 8,922 | $ | 9,290 | $ | (368) | ||||||||||||||
| Net cash used in investing activities | (1,212) | (1,090) | (122) | |||||||||||||||||
| Net cash used in financing activities | (16,380) | (17,125) | 745 | |||||||||||||||||
Operating Activities
As discussed above, we are dependent on cash flows from operating activities to meet our cash requirements. Cash from operations varies depending on changes in various working capital items, including deferred revenues, accounts payable, accounts receivable, prepaid expenses and various accrued expenses.
Our operating cash results primarily from cash received from our customers, offset by cash payments we make for products and services, operating expenses and income taxes. Significant non-cash expenses include depreciation and accretion, deferred income tax expense and stock-based compensation. The cash impact from actual transaction gains and losses is reflected in the change in working capital.
For the six months ended June 30, 2026, net cash provided by operating activities decreased by $0.4 million, ending at $8.9 million, compared to $9.3 million for the six months ended June 30, 2025. The decrease is primarily due to timing of receipts from customers, partially offset by lower cost of revenue and operating expenses.
Investing Activities
For the six months ended June 30, 2026, and 2025, net cash used in investing activities was $1.2 million and $1.1 million, respectively. Net cash used in investing activities reflects purchases of property and equipment. For the six months ended June 30, 2025, the net cash also includes proceeds from the sale of a domain name.
Financing Activities
For the six months ended June 30, 2026, and 2025, net cash used in financing activities was $16.4 million and $17.1 million, respectively. Net cash used in financing activities primarily consists of cash distributions to stockholders and the purchase of common stock for tax withholding purposes on vested equity awards.
On July 29, 2026, our Board of Directors declared a regular quarterly cash dividend of $0.3125 per share of common stock with a record date of August 19, 2026 and a payment date of September 9, 2026. This cash dividend of approximately $6.5 million, applicable to our common stock outstanding, will be paid from available cash on hand.
Commitments and Contingencies
In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities.
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Purchase obligations are defined as agreements to purchase goods or services that are enforceable, legally binding, non-cancelable, have a remaining term in excess of one year and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable pricing provisions; and the approximate timing of transactions. The amounts of such obligations are based on our contractual commitments; however, it is possible that we may be able to negotiate lower payments if we choose to exit these contracts before their expiration date.
Our contractual payment obligations for operating leases apply to leases for office space and transmitter locations. Substantially all of these leases have lease terms ranging from one month to five years. We continue to review our office and transmitter locations and intend to replace, reduce or consolidate leases where possible. As we reach certain minimum frequency commitments, as outlined by the United States Federal Communications Commission, we may be unable to continue our efforts to rationalize and consolidate our networks.
We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.
The Company evaluates contingencies on an ongoing basis and establishes loss provisions for matters in which losses are probable and the amount of loss can be reasonably estimated.
The following table provides the Company's significant commitments and contractual obligations as of June 30, 2026:
| Payments Due by Period | ||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Total | 1 year or less | 1 to 3 years | 3 to 5 years | More than 5 years | |||||||||||||||||||||||||||
| Operating lease obligations | $ | 6,361 | $ | 2,290 | $ | 2,816 | $ | 877 | $ | 378 | ||||||||||||||||||||||
| Unconditional purchase obligations | 1,674 | 1,304 | 370 | — | — | |||||||||||||||||||||||||||
| Total contractual obligations | $ | 8,035 | $ | 3,594 | $ | 3,186 | $ | 877 | $ | 378 | ||||||||||||||||||||||
Refer to Note 6, "Leases" and Note 12, "Commitments and Contingencies" in the Notes to Condensed Consolidated Financial Statements for further discussion on our commitments and contingencies.
Related Party Transactions
See Note 13, "Related Parties" in the Notes to Condensed Consolidated Financial Statements for a discussion regarding our related party transactions.
Critical Accounting Policies and Estimates
The preceding discussion and analysis of financial condition and operations is based on our Condensed Consolidated Financial Statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of our Condensed Consolidated Financial Statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. On an ongoing basis, we evaluate estimates and assumptions, including, but not limited to, those related to the impairment of long-lived assets and goodwill, accounts receivable, revenue recognition, depreciation expense, asset retirement obligations, and income taxes. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
There have been no changes to the critical accounting policies reported in the 2025 Annual Report that affect our significant judgments and estimates used in the preparation of our Condensed Consolidated Financial Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
As of June 30, 2026, we had no outstanding debt and no revolving credit facility.
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Foreign Currency Exchange Rate Risk
We conduct a limited amount of business outside the United States. The financial impact of transactions billed in foreign currencies is immaterial to our financial results and, consequently, we do not have any material exposure to the risk of foreign currency exchange rate fluctuations.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management carried out an evaluation, as required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the participation of our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures, as of the end of our last fiscal quarter. Disclosure controls and procedures are defined under Rule 13a-15(e) under the Exchange Act as controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based upon this evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control over Financial Reporting
There were no changes made to the Company’s internal control over financial reporting during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to Note 12, "Commitments and Contingencies" in the Notes to Condensed Consolidated Financial Statements for information regarding legal proceedings in which we are involved.
ITEM 1A. RISK FACTORS
The risk factors included in “Item 1A. Risk Factors” of Part I of the 2025 Annual Report have not materially changed during the six months ended June 30, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company did not repurchase any shares of its common stock during the three months ended June 30, 2026.
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During the three months ended June 30, 2026, no director or officer of the Company adopted terminated
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ITEM 6. EXHIBITS
The exhibits listed in the accompanying Exhibit Index below are filed or incorporated by reference as part of this report.
EXHIBIT INDEX
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit/Appendix | Filing Date | Filed/Furnished Herewith | ||||||||||||||||||||||||||||||||
| 10.1 | Filed | |||||||||||||||||||||||||||||||||||||
| 31.1 | Filed | |||||||||||||||||||||||||||||||||||||
| 31.2 | Filed | |||||||||||||||||||||||||||||||||||||
| 32.1 | Furnished | |||||||||||||||||||||||||||||||||||||
| 32.2 | Furnished | |||||||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document* | Filed | ||||||||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema* | Filed | ||||||||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation* | Filed | ||||||||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition* | Filed | ||||||||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels* | Filed | ||||||||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation* | Filed | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101) | Filed | ||||||||||||||||||||||||||||||||||||
| * | The financial information contained in these XBRL documents is unaudited. | |||||||
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SIGNATURES
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 thereunto duly authorized.
SPOK HOLDINGS, INC. | ||||||||||||||
| Dated: July 30, 2026 | /s/ Michael W. Wallace | |||||||||||||
| Name: | Michael W. Wallace | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||
| (Principal Financial Officer and duly authorized officer) | ||||||||||||||
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Exhibit 10.1 April 29, 2026 Vincent D. Kelly c/o Spok Holdings, Inc. 3000 Technology Drive, Suite 400 Plano, TX 75074 Re: Extension of Employment Agreement Term Dear Vince: Reference is made to that certain Executive Employment Agreement dated as of January 3, 2019 by and between you and Spok Holdings, Inc. (the “Employment Agreement”). Capitalized terms used herein have the meanings set forth in the Employment Agreement. This letter confirms our agreement to extend the Agreement Term of the Employment Agreement as set forth in Section 3 thereof to December 31, 2028. For 2027 and 2028, (i) your Base Salary will remain at $500,000, (ii) your target Annual Bonus award level will remain at $400,000 and (iii) the target amount of your annual long-term equity incentive award will be valued at $2,000,000. All grants under the Company’s long-term incentive plans are subject to approval by the Board or Compensation Committee at the time of grant and will be granted pursuant to one or more award agreements that will control over the provisions of this letter. Notwithstanding anything in the Employment Agreement or the Company’s Short-Term Incentive Plan (“STIP”) to the contrary, in the event the Company terminates your employment other than for Cause or Disability, or if you terminate employment with the Company for Good Reason, the payment provided under Section 8(e)(iii) of the Employment Agreement shall satisfy any similar payment payable upon a “separation from service” without cause or due to disability or death as provided in the STIP for the applicable year and you shall not receive duplicative payments of a pro- rated portion of your target Annual Bonus under both the Employment Agreement and the STIP. You agree that nothing in this letter shall constitute Good Reason for any purpose under the Employment Agreement and you expressly waive your right to resign for Good Reason on account of this letter. In accordance with Section 4 of the Employment Agreement, the Board shall review the appropriateness of executive compensation and may, in its discretion, modify compensation terms. Except as expressly set forth herein all of the terms of the Employment Agreement remain unchanged and in full force and effect.
Thank you for your continued service with the Company. Very truly yours, By: /s/ Renee Hall Name: Renee Hall Title: Vice President Human Resources & Administration, Chief Compliance Officer Acknowledged, agreed and accepted as of April 29, 2026: By: /s/ Sharon Woods Keisling Name: Sharon Woods Keisling Title: Corporate Secretary & Treasurer
Exhibit 10.1 Acknowledged, agreed and accepted as of April 29, 2026: /s/ Vincent D. Kelly________________________________ Vincent D. Kelly
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13A-14(A) OR 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Vincent D. Kelly, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Spok Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 30, 2026 | /s/ Vincent D. Kelly | ||||
| Vincent D. Kelly | |||||
| President and Chief Executive Officer | |||||
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13A-14(A) OR 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael W. Wallace, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Spok Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 30, 2026 | /s/ Michael W. Wallace | ||||
| Michael W. Wallace | |||||
| Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Spok Holdings, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i)the accompanying Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 30, 2026 | /s/ Vincent D. Kelly | ||||
| Vincent D. Kelly | |||||
| President and Chief Executive Officer | |||||
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Spok Holdings, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i)the accompanying Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 30, 2026 | /s/ Michael W. Wallace | ||||
Michael W. Wallace | |||||
| Chief Financial Officer | |||||