Financial Analysis

"Acquisitions GoSkip Asset Acquisition On March 11, 2025 (the ""GoSkip Closing Date""), the Company entered into an Asset Purchase Agreement (the ""GoSkip Asset Purchase Agreement""), pursuant to which, on the GoSkip Closing Date, the Company acquired certain assets and assumed certain liabilities of GoSkip (the ""GoSkip Asset Acquisition"") from a privately held company for approximately $4.8 million in cash consideration (the ""GoSkip Cash Consideration""). Pursuant to the GoSkip Asset Purchase Agreement, the Company acquired substantially all of the assets related to the GoSkip self-checkout line of business to expand its PAR Retail product and service offerings. GoSkip is a cloud-POS solution offering a suite of mobile checkout kiosks and scan-and-go products. Under the terms of the GoSkip Asset Purchase Agreement, approximately $0.5 million of the GoSkip Cash Consideration was held back by the Company to cover general representations and warranties. As the representations and warranties are assumed to be accurate and release of the holdback is likely to occur, the holdback amount has been included in the total consideration transferred. The holdback amount will be released over two years, with 50% to be released one year after the GoSkip Closing Date and the remaining 50% to be released two years after the GoSkip Closing Date. The Company incurred acquisition expenses related to the GoSkip Asset Acquisition of approximately $0.6 million which were capitalized as a compon …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies Purchase Commitments As of December 31, 2025, our non-cancellable purchase commitments totaled $65.3 million, consisting of $48.6 million due within the next 12 months and $16.7 million due thereafter. These primarily consist of unconditional purchase commitments for inventory, software licensing, external labor, and third-party cloud services. Legal Proceedings From time to time, the Company is party to legal proceedings arising in the ordinary course of business. Based on information currently available, and based on its evaluation of such information, the Company believes the legal proceedings in which it is currently involved are not material or are not likely to result in a material adverse effect on the Companys business, financial condition or results of operations, or cannot currently be estimated. …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Debt The following table summarizes information about the net carrying amounts of long-term debt as of December 31, 2025: (in thousands) 2026 Notes 2027 Notes 2030 Notes Total Principal amount outstanding $ 20,000 $ 265,000 $ 115,000 $ 400,000 Unamortized debt issuance cost (46) (2,789) (3,141) (5,976) Total long-term debt 19,954 262,211 111,859 394,024 Less: current portion of long-term debt (19,954) (19,954) Total non-current portion of long-term debt $ $ 262,211 $ 111,859 $ 374,070 The following table summarizes information about the net carrying amounts of long-term debt as of December 31, 2024: (in thousands) 2026 Notes 2027 Notes Credit Facility Total Principal amount outstanding $ 20,000 $ 265,000 $ 90,000 $ 375,000 Unamortized debt issuance cost (178) (4,210) (1,066) (5,454) Unamortized discount (1,191) (1,191) Total long-term debt 19,822 260,790 87,743 368,355 Less: current portion of long-term debt Total non-current portion of long-term debt $ 19,822 $ 260,790 $ 87,743 $ 368,355 Convertible Senior Notes On February 10, 2020, the Company sold $120.0 million in aggregate principal amount of 2.875% Convertible Senior Notes due 2026. The 2026 Notes were issued pursuant to an indenture, dated February 10, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the 2026 Indenture). The 2026 Notes pay interest at a rate equal to 2.875% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning October 15 …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Disaggregated revenue is as follows: Year Ended December 31, 2025 (in thousands) Point in time Over time Subscription service $ $ 291,170 Hardware 106,410 Professional service 19,769 38,198 Total $ 126,179 $ 329,368 Year Ended December 31, 2024 (in thousands) Point in time Over time Subscription service $ $ 207,422 Hardware 87,040 Professional service 21,322 34,198 Total $ 108,362 $ 241,620 Year Ended December 31, 2023 (in thousands) Point in time Over time Subscription service $ $ 122,597 Hardware 103,391 Professional service 21,565 29,161 Total $ 124,956 $ 151,758 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

"Stock-Based Compensation The Company recorded stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023, net of forfeitures and adjustments, in the consolidated statements of operations as follows: (in thousands) 2025 2024 2023 Cost of sales $ 1,194 $ 759 $ 942 General and administrative 23,961 19,655 9,199 Sales and marketing 1,333 1,077 1,650 Research and development 4,157 2,996 2,500 Total $ 30,645 $ 24,487 $ 14,291 As a result of forfeitures of non-vested stock awards prior to the completion of the requisite service period or failure to meet requisite performance targets, the Company recorded a reduction of stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 of $0.9 million, $0.2 million, and $0.6 million, respectively. The Company has 6.4 million shares of common stock reserved for stock-based awards under its Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the 2015 Plan). The 2015 Plan provides for the grant of several different forms of stock-based awards including: Stock options granted under the 2015 Plan, enable the recipient to purchase shares of the Company's common stock which may be incentive stock options or non-qualified stock options. Generally, stock options are nontransferable other than upon death. Stock options generally vest over a one to four year period and expire ten years after the date of the grant. The Compensation Committee has authority to administer the …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

"Fair Value of Financial Instruments The Companys financial instruments have been recorded at fair value using available market information and valuation techniques. The fair value hierarchy is based upon three levels of input, which are: Level 1 - quoted prices in active markets for identical assets or liabilities (observable) Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in inactive markets, or other inputs that are observable market data for essentially the full term of the asset or liability (observable) Level 3 - unobservable inputs that are supported by little or no market activity, but are significant to determining the fair value of the asset or liability (unobservable) The Companys financial instruments primarily consist of cash and cash equivalents, cash held on behalf of customers, short-term investments, and debt instruments. The carrying amounts of cash and cash equivalents, cash held on behalf of customers, and short-term investments as of December 31, 2025 and December 31, 2024 were considered representative of their fair values because of their short term nature and are classified as Level 1 of the fair value hierarchy. Debt instruments are recorded at principal amount net of unamortized debt issuance cost and discount (refer to ""Note 10 Debt"" for additional information). The estimated fair value of the 2026 Notes, 2027 Notes, and 2030 Notes at De …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"Identifiable Intangible Assets and Goodwill The components of identifiable intangible assets are: (in thousands) December 31, 2025 December 31, 2024 Estimated Useful Life Weighted-Average Amortization Period Acquired developed technology $ 183,840 $ 181,600 3 - 7 years 4.27 years Internally developed software costs 43,233 42,353 3 years 1.96 years Customer relationships 119,046 115,910 5 - 15 years 10.00 years Trade names 3,210 3,210 2 - 8 years 6.55 years Non-competition agreements 7,230 7,230 1 - 5 years 3.65 years 356,559 350,303 Impact of currency translation on intangible assets (983) (5,557) Less: accumulated amortization (164,471) (119,900) $ 191,105 $ 224,846 Internally developed software costs not meeting general release threshold 1,065 1,287 Trademarks, trade names (non-amortizable) 11,200 11,200 Indefinite $ 203,370 $ 237,333 Internally developed software costs not meeting general release threshold will be ready for their intended use within the next 12 months. Software costs placed into service during the years ended December 31, 2025 and 2024 were $4.9 million and $7.6 million, respectively. Annual amortization charged to cost of sales is computed using the straight-line method over the remaining estimated economic life of the product, generally three years. The following table summarizes amortization expense for identifiable intangible assets: Year Ended December 31, (in thousands) 2025 2024 2023 Amortization of acquired developed technology $ 25,269 $ 20,500 $ …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

"Income Taxes The provision for (benefit from) income taxes consists of: Year Ended December 31, (in thousands) 2025 2024 2023 Current income tax: Federal $ 18 $ $ State (888) 1,357 502 Foreign 3,472 2,361 1,149 2,602 3,718 1,651 Deferred income tax: Federal 952 (5,576) 59 State 534 (707) 138 Foreign (1,165) (2,203) 321 (8,486) 197 Provision for (benefit from) income taxes $ 2,923 $ (4,768) $ 1,848 The components of net loss before income taxes consist of the following: Year Ended December 31, (in thousands) 2025 2024 2023 United States $ (61,393) $ (77,811) $ (65,972) International (20,342) (16,867) (13,799) Total net loss before income taxes $ (81,735) $ (94,678) $ (79,771) Applying the updated requirements in ASU 2023-09 on a prospective basis, cash payments made for income taxes, net of refunds, are as follows: Year Ended December 31, (in thousands) 2025 Federal $ State and municipal: California 498 Maryland 297 New York 617 Other (1) 1,422 Foreign: Australia 608 India 561 New Zealand 1,673 Other (1) 87 Income taxes paid, net of refunds $ 5,763 (1) No other jurisdiction meets the 5% threshold for the separate reporting requirement. Deferred tax (liabilities) assets are comprised of the following at: December 31, (in thousands) 2025 2024 Deferred tax liabilities: Operating lease assets $ (1,723) $ (1,588) Software development costs (737) (2,788) Intangible assets (25,480) (29,776) 481(a) adjustment (465) (950) Depreciation on property, plant and equipment (2,040) (1,901) P …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases A significant portion of the Company's operating lease portfolio includes office space, research and development facilities, IT equipment, and automobiles. The Company's leases have remaining lease terms of one to six years. Substantially all lease expense is presented within general and administrative expense in the consolidated statements of operations and is as follows: Year Ended December 31, (in thousands) 2025 2024 2023 Total lease expense $ 3,516 $ 2,028 $ 1,698 Supplemental cash flow information related to leases is as follows: December 31, (in thousands) 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from leases $ 3,074 $ 1,868 Non-cash amounts included in the measurement of lease liabilities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,199 $ 1,973 Supplemental balance sheet information related to leases is as follows: December 31, 2025 2024 Weighted-average remaining lease term 4.4 years 4.7 years Weighted-average discount rate 7.2 % 6.4 % The following table summarizes future lease payments for operating leases at December 31, 2025: (in thousands) Operating leases 2026 $ 2,450 2027 1,976 2028 2,018 2029 1,918 2030 1,313 Thereafter 138 Total lease payments 9,813 Less: portion representing imputed interest (1,479) Total $ 8,334

LesseeOperatingLeasesTextBlock

"Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures. The Company adopted ASU 2023-09 and applied the new disclosure requirements on a prospective basis beginning with the year ended December 31, 2025. The adoption of ASU 2023-09 affected only the Company's disclosures with no impact to the consolidated financial statements. Refer to ""Note 13 Income Taxes"" for further detail. Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-04, Induced Conversions of Convertible Debt Instruments , which is intended to clarify the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt. ASU 2024-04 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures for future filings. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , requiring public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements which is intended to improve investor insights into company performa …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"Revenue Recognition Deferred Revenue Deferred revenue is recorded when cash payments are received or due in advance of revenue recognition from software licenses, professional services, and maintenance agreements. The timing of revenue recognition may differ from when customers are invoiced. Deferred revenue is as follows: (in thousands) December 31, 2025 December 31, 2024 Current $ 25,913 $ 23,166 Non-current 1,841 1,529 Total $ 27,754 $ 24,695 Most performance obligations greater than one year relate to service and support contracts that the Company expects to fulfill within 36 months. The Company expects to fulfill 100% of service and support contracts within 60 months. The changes in deferred revenue, inclusive of both current and long-term, are as follows: (in thousands) 2025 2024 Beginning balance - January 1 $ 24,695 $ 11,454 Acquired deferred revenue (refer to ""Note 3 - Acquisitions"") 809 13,283 Recognition of deferred revenue (150,986) (113,016) Deferral of revenue 151,966 114,755 Impact of foreign currency translation of deferred revenue 1,270 (1,781) Ending balance - December 31 $ 27,754 $ 24,695 The above tables exclude customer deposits of $2.0 million and $1.8 million as of December 31, 2025 and 2024, respectively. During the years ended December 31, 2025 and 2024, the Company recognized revenue included in contract liabilities at the beginning of each respective period of $22.6 million and $7.1 million. Disaggregated Revenue The Company disaggregates revenue …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"Segment and Related Information The Company operates in one segment. Our Chief Executive Officer, who serves as the Company's chief operating decision maker (""CODM""), uses aggregate financial information on a consolidated basis to allocate resources and assess performance. The CODM primarily uses net loss and operating loss to allocate resources and evaluate the Company's overall performance. The CODM uses these measures to compare results to prior periods and during our budgeting and forecasting process to assess profitability and enable decision making. Currently, our CODM does not regularly review or receive discrete asset information. The following tables present revenues and significant segment expenses: Year Ended December 31, (in thousands) 2025 2024 2023 Total revenues, net $ 455,547 $ 349,982 $ 276,714 Less (add): Subscription service cost of sales (1) 100,285 70,888 41,414 Hardware cost of sales (1) 81,690 65,486 79,819 Professional service cost of sales (1) 42,973 40,960 42,600 Sales and marketing (1) 47,569 40,613 36,832 General and administrative (1) 90,993 77,272 58,190 Research and development (1) 77,463 64,107 55,701 Depreciation and amortization 35,610 29,455 25,156 Stock-based compensation 30,645 24,487 14,291 Transaction costs 3,682 8,454 2,273 Amortization of identifiable intangible assets 13,408 8,452 1,858 Other segment items (2) (1,095) (9,700) Operating loss $ (68,771) $ (79,097) $ (71,720) Other segment items (3) (15,690) 74,110 1,968 Net loss $ (8 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"Summary of Business and Significant Accounting Policies Nature of Business The Company, through its consolidated subsidiaries, operates in one segment, Restaurant/Retail. Refer to ""Note 15 Segment and Related Information"" for further detail on our segment. The Restaurant/Retail segment provides leading omnichannel cloud-based software and hardware solutions to the restaurant and retail industries. Our product and service offerings include point-of-sale, customer engagement and loyalty, digital ordering and delivery, operational intelligence, payment processing, hardware, and related technologies, solutions, and services. We provide enterprise restaurants, franchisees, and other foodservice outlets with operational efficiencies through a data-driven network with integration capabilities from front- and back-of-house to customer fulfillment. Our subscription services are grouped into two product lines: Engagement Cloud, which includes PAR Engagement a unified suite that combines Punchh and PAR Ordering products and services for customer loyalty, engagement, and omnichannel digital ordering and delivery, Plexure for international customer loyalty and engagement, and PAR Retail (including GoSkip) products and services for customer loyalty and engagement solutions for convenience and fuel retailers; and Operator Cloud, which includes PAR POS and TASK for front-of-house, PAR Pay for payments, and PAR OPS a suite of back-of-house solutions that combines Delaget and Data Central p …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

"Common Stock In January 2025, the Company issued 1,488,669 shares of its common stock related to the Delaget Acquisition. Refer to ""Note 3 Acquisitions"" for additional information about the Delaget Acquisition. In November 2024, the Company issued 2,381,765 shares of its common stock as part of the Notes Exchange related to the exchange of the 2026 Notes. Refer to ""Note 10 Debt"" for additional information about the Notes Exchange. In 2024, Company issued 441,598 and 2,163,393 shares of its common stock related to the Stuzo Acquisition and TASK Group Acquisition, respectively. Refer to ""Note 3 Acquisitions"" for additional information about the Stuzo Acquisition and TASK Group Acquisition. In connection with, and to partially fund the Stuzo Cash Consideration, on March 7, 2024, the Company entered into a Securities Purchase Agreement (the ""Securities Purchase Agreement"") with funds and accounts advised by T. Rowe Price Investment Management, Inc., ADW Capital, Voss Capital, Greenhaven Road Capital, Jane Street, Progeny 3, Fund 1 Investments LLC, Newtyn Capital, Ghisallo Capital Management and Burkehill Global Management (collectively, the Purchasers) to raise approximately $200 million through a private placement of PAR common stock. Pursuant to the Securities Purchase Agreement, PAR issued and sold 5,174,638 shares of its common stock at a 10% discount to the Purchasers for a gross purchase price of approximately $200 million ($38.65 per share). Net proceeds from the …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

"Subsequent Events Pursuant to privately negotiated agreements dated January 14, 2026, on January 23, 2026, the Company acquired approximately $17.1 million aggregate principal amount of its remaining outstanding 2026 Notes (the ""Additional Exchanged Notes"") in exchange for 485,186 shares of the Company's common stock, plus approximately $134,000 in cash for accrued and unpaid interest on the Additional Exchanged Notes to, but excluding, the closing date (the Additional Notes Exchange). The difference between the fair value of the original conversion terms and the fair value of the induced conversion terms at the time of settlement resulted in an inducement loss on settlement of convertible notes of approximately $3.7 million. Following the Additional Notes Exchange, an aggregate of approximately $2.9 million principal amount of the 2026 Notes remained outstanding. On January 26, 2026, the Company announced that it had entered into an asset purchase agreement with Cardlytics, Inc. to acquire substantially all of the assets of Bridg, an identity resolution and shopper intelligence platform. The Company will also assume certain liabilities associated with the acquired assets. The consideration for the transaction is expected to consist of shares of the Company's common stock with a purchase price of $27.5 million, subject to purchase price adjustments, with a maximum total purchase price of $30.0 million. The transaction is expected to close during the first quarter of 2026, …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

"Acquisitions GoSkip Asset Acquisition On March 11, 2025 (the ""GoSkip Closing Date""), the Company entered into an Asset Purchase Agreement (the ""GoSkip Asset Purchase Agreement""), pursuant to which, on the GoSkip Closing Date, the Company acquired certain assets and assumed certain liabilities of GoSkip (the ""GoSkip Asset Acquisition"") from a privately held company for approximately $4.8 million in cash consideration (the ""GoSkip Cash Consideration""). Pursuant to the GoSkip Asset Purchase Agreement, the Company acquired substantially all of the assets related to the GoSkip self-checkout line of business to expand its PAR Retail product and service offerings. GoSkip is a cloud-POS solution offering a suite of mobile checkout kiosks and scan-and-go products. Under the terms of the GoSkip Asset Purchase Agreement, approximately $0.5 million of the GoSkip Cash Consideration was held back by the Company to cover general representations and warranties. As the representations and warranties are assumed to be accurate and release of the holdback is likely to occur, the holdback amount has been included in the total consideration transferred. The holdback amount will be released over two years, with 50% to be released one year after the GoSkip Closing Date and the remaining 50% to be released two years after the GoSkip Closing Date. The Company incurred acquisition expenses related to the GoSkip Asset Acquisition of approximately $0.6 million which were capitalized as a compon …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and ContingenciesFrom time to time, the Company is party to legal proceedings arising in the ordinary course of business. Based on information currently available, and based on its evaluation of such information, the Company believes the legal proceedings in which it is currently involved are not material or are not likely to result in a material adverse effect on the Companys business, financial condition or results of operations, or cannot currently be estimated …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Debt On January 24, 2025, the Company completed a private offering of $115.0 million aggregate principal amount of 1.00% Convertible Senior Notes due 2030 (""the 2030 Notes""), which amount includes $15.0 million aggregate principal amount of 2030 Notes issued pursuant to the initial purchasers full exercise of its option to purchase additional 2030 Notes. The 2030 Notes were issued pursuant to an indenture, dated January 24, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2030 Notes pay interest at a rate equal to 1.00% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning July 15, 2025. Interest accrues on the 2030 Notes from the last date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from January 24, 2025. Unless earlier converted, redeemed, or repurchased, the 2030 Notes mature on January 15, 2030. The 2030 Notes are convertible into Company common stock at an initial conversion rate of 10.3089 shares per $1,000 principal amount. The Company incurred debt issuance costs of $3.9 million related to the offering of the 2030 Notes. On January 30, 2025, the Company used net proceeds from its sale of the 2030 Notes to fully repay the $90.0 million aggregate principal amount outstanding under its former credit facility with Blue Owl Capital Corporation, as administrative agent and collateral agent (the ""Credit Facility""). As a result …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The Company disaggregates revenue from contracts with customers by major product line because the Company believes it best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by contract terms and economic factors. Three Months Ended September 30, 2025 Three Months Ended September 30, 2024 (in thousands) Point in time Over time Point in time Over time Subscription service $ $ 74,763 $ $ 59,909 Hardware 29,895 22,650 Professional service 4,924 9,601 5,263 8,932 Total $ 34,819 $ 84,364 $ 27,913 $ 68,841 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 (in thousands) Point in time Over time Point in time Over time Subscription service $ $ 215,076 $ $ 143,160 Hardware 78,602 60,992 Professional service 13,193 28,575 15,977 24,848 Total $ 91,795 $ 243,651 $ 76,969 $ 168,008 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

"Stock-Based Compensation Stock-based compensation expense, net of forfeitures and adjustments of $0.4 million and zero for the three months ended September 30, 2025 and 2024, respectively, and $0.6 million and $0.2 million for the nine months ended September 30, 2025 and 2024, respectively, was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Cost of sales $ 270 $ 208 $ 914 $ 656 General and administrative 5,995 4,522 17,778 12,778 Sales and marketing 429 311 1,109 869 Research and development 1,127 846 3,088 2,280 Total $ 7,821 $ 5,887 $ 22,889 $ 16,583 At September 30, 2025, the aggregate unrecognized compensation expense related to unvested equity awards was $52.5 million, which is expected to be recognized as compensation expense in fiscal years 2025 through 2028. A summary of stock option activity for the nine months ended September 30, 2025 is below: (in thousands, except for weighted average exercise price) Options outstanding Weighted average exercise price Outstanding at January 1, 2025 714 $ 13.36 Exercised (26) 14.66 Canceled/forfeited (1) 12.66 Outstanding at September 30, 2025 687 $ 13.31 A summary of unvested restricted stock units activity for the nine months ended September 30, 2025 is below: (in thousands, except for weighted average award value) Restricted Stock Unit Awards Weighted average award value Outstanding at January 1, 2025 1,122 $ 47.21 Granted 533 68.22 Vested (450) 42.33 Canceled/for …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

"Fair Value of Financial Instruments The Companys financial instruments have been recorded at fair value using available market information and valuation techniques. The fair value hierarchy is based upon three levels of input, which are: Level 1 quoted prices in active markets for identical assets or liabilities (observable) Level 2 inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in inactive markets, or other inputs that are observable market data for essentially the full term of the asset or liability (observable) Level 3 unobservable inputs that are supported by little or no market activity, but are significant to determining the fair value of the asset or liability (unobservable) The Companys financial instruments primarily consist of cash and cash equivalents, cash held on behalf of customers, short-term investments, and debt instruments. The carrying amounts of cash and cash equivalents, cash held on behalf of customers, and short-term investments as of September 30, 2025 and December 31, 2024 were considered representative of their fair values because of their short-term nature and are classified as Level 1 of the fair value hierarchy. Debt instruments are recorded at principal amount net of unamortized debt issuance cost and discount (refer to ""Note 8 - Debt"" for additional information). The estimated fair value of the 2.875% Convertible Senior Notes due 2026 (the "" …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Identifiable Intangible Assets and Goodwill The components of identifiable intangible assets are: (in thousands) September 30, 2025 December 31, 2024 Estimated Useful Life Weighted-Average Amortization Period Acquired developed technology $ 183,840 $ 181,600 3 - 7 years 4.46 years Internally developed software costs 46,915 42,353 3 years 2.07 years Customer relationships 119,046 115,910 5 - 15 years 10.18 years Trade names 3,210 3,210 2 - 8 years 6.81 years Non-competition agreements 7,230 7,230 1 - 5 years 3.90 years 360,241 350,303 Impact of currency translation on intangible assets (790) (5,557) Less: accumulated amortization (154,815) (119,900) 204,636 224,846 Internally developed software costs not meeting general release threshold 1,149 1,287 Trademarks, trade names (non-amortizable) 11,200 11,200 Indefinite $ 216,985 $ 237,333 Software costs placed into service during the three months ended September 30, 2025 and 2024 were $2.4 million and $1.3 million, respectively. Software costs placed into service during the nine months ended September 30, 2025 and 2024, were $4.6 million and $3.2 million, respectively. The following table summarizes amortization expense for acquired developed technology and internally developed software: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Amortization of acquired developed technology $ 6,366 $ 5,660 $ 18,926 $ 14,628 Amortization of internally developed software 1,671 1,168 4,628 3,5 …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Accounting Pronouncements Not Yet Adopted In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which updates the accounting for internal-use software by enhancing disclosure requirements and replacing the previous stage-based guidance with a principles-based framework. The ASU removes all references to distinct development stages and requires entities to begin capitalizing software costs once (i) management has authorized and committed funding for the project, and (ii) it is probable that the software will be completed and used for its intended purpose. The amendments in this update are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures.

NewAccountingPronouncementsPolicyPolicyTextBlock

"Revenue Recognition Deferred Revenue Deferred revenue is as follows: (in thousands) September 30, 2025 December 31, 2024 Current $ 31,771 $ 23,166 Non-current 1,924 1,529 Total $ 33,695 $ 24,695 Most performance obligations greater than one year relate to service and support contracts that the Company expects to fulfill within 36 months. The Company expects to fulfill 100% of service and support contracts within 60 months. The changes in deferred revenue, inclusive of both current and long-term, are as follows: (in thousands) 2025 2024 Beginning balance - January 1 $ 24,695 $ 11,454 Acquired deferred revenue (refer to ""Note 3 - Acquisitions"") 809 12,391 Recognition of deferred revenue (126,588) (73,706) Deferral of revenue 133,788 79,911 Impact of foreign currency translation on deferred revenue 991 460 Ending balance - September 30 $ 33,695 $ 30,510 The above tables exclude customer deposits of $2.1 million and $1.7 million as of the nine months ended September 30, 2025 and 2024, respectively. During the three months ended September 30, 2025 and 2024, the Company recognized revenue included in deferred revenue at the beginning of each respective period of $3.5 million and $1.4 million. During the nine months ended September 30, 2025 and 2024, the Company recognized revenue included in deferred revenue at the beginning of each respective period of $21.5 million and $6.3 million. Disaggregated Revenue The Company disaggregates revenue from contracts with customers by major …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"Segment and Related Information The Company operates in one segment. There have been no changes to the Companys reportable segment, the identification of the Chief Operating Decision Maker, or the methodology used to assess segment performance since the filing of our 2024 Annual Report. The following table presents revenues and significant segment expenses: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Total revenues, net $ 119,183 $ 96,754 $ 335,446 $ 244,977 Less: Subscription service cost of sales (1) 25,300 19,928 70,616 48,140 Hardware cost of sales (1) 24,474 16,779 60,306 46,243 Professional service cost of sales (1) 11,860 9,923 31,433 30,415 Sales and marketing (1) 12,046 10,181 35,420 30,349 General and administrative (1) 23,583 20,760 69,062 56,428 Research and development (1) 18,110 16,937 56,775 47,433 Depreciation and amortization 9,082 7,876 26,726 21,125 Stock-based compensation 7,821 5,887 22,889 16,583 Transaction costs 1,171 1,125 2,887 6,103 Amortization of identifiable intangible assets 3,389 2,699 10,042 5,577 Other segment items (2) (147) (747) Operating loss $ (17,653) $ (15,194) $ (50,710) $ (62,672) Other segment items (3) (524) (4,638) (12,857) 78,742 Net (loss) income $ (18,177) $ (19,832) $ (63,567) $ 16,070 (1) These amounts exclude stock-based compensation expense, depreciation and amortization expense, and transaction costs, which are presented separately as additional significant segment e …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"Summary of Significant Accounting Policies Nature of Business The Company, through its consolidated subsidiaries, operates in one segment, Restaurant/Retail. Refer to ""Note 12 - Segment and Related Information"" for further detail on our segment. The Restaurant/Retail segment provides leading omnichannel cloud-based software and hardware solutions to the restaurant and retail industries. Our product and service offerings include point-of-sale, customer engagement and loyalty, digital ordering and delivery, operational intelligence, payment processing, hardware, and related technologies, solutions, and services. We provide enterprise restaurants, franchisees, and other foodservice outlets with operational efficiencies through a data-driven network with integration capabilities from front- and back-of-house to customer fulfillment. Our subscription services are grouped into two product lines: Engagement Cloud, which includes PAR Engagement a unified suite that combines Punchh and PAR Ordering solutions for customer loyalty, engagement, and omnichannel digital ordering and delivery; Plexure, for international customer loyalty and engagement; and PAR Retail (including GoSkip), which provides customer loyalty and engagement solutions for convenience and fuel retailers; and Operator Cloud, which includes PAR POS and TASK for front-of-house, PAR Pay for payments, and PAR OPS a suite of back-of-house solutions that combines Delaget and Data Central product offerings. The accompanyi …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing