ThZeal - The Zeal

par-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2025

☐ TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From __________ to __________

Commission File Number: 1-09720

PAR TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			16-1434688
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991
(Address of principal executive offices, including zip code)

(315) 738-0600
(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.02 par value	PAR	New York Stock Exchange

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 ☑	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 ☑

As of November 4, 2025, 40,591,032 shares of the registrant’s common stock, $0.02 par value, were outstanding.

PAR TECHNOLOGY CORPORATION

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION


Item Number	Description	Page

	Forward-Looking Statements

Item 1.	Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets (unaudited)	3

	Condensed Consolidated Statements of Operations (unaudited)	4

	Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited)	5

	Condensed Consolidated Statements of Changes in Shareholders' Equity (unaudited)	6

	Condensed Consolidated Statements of Cash Flows (unaudited)	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	43
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43



Item 5.	Other Information	43

Item 6.	Exhibits	44

	Signatures	45

Unless the context indicates otherwise, references in this Quarterly Report to "we," "us," "our," the "Company," and "PAR" mean PAR Technology Corporation and its consolidated subsidiaries.

“PAR®,” “PAR POS®”, “Punchh®,” “PAR OrderingTM”, “PAR OPSTM,” “Data Central®,” “DelagetTM,” “PAR RetailTM,” “PAR® Pay”, “PAR® Payment Services”, and other trademarks identifying our products and services appearing in this Quarterly Report belong to us. Solely for convenience, our trademarks referred to in this Form 10-Q may appear without the ® or TM symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks. This Quarterly Report may also contain trade names and trademarks of other companies. Our use of such other companies’ trade names or trademarks is not intended to imply any endorsement or sponsorship by these companies of us or our products or services.

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of PAR's future operations, financial condition, financial results, business strategies and prospects. Forward-looking statements are generally identified by words such as “believe,” “could," "would," "should," "will," “continue,” "anticipate," “expect,” “plan,” "intend," "estimate," “future," “may,” “potential,” and similar expressions.

Forward-looking statements are based on management's current expectations and assumptions and are inherently uncertain. Actual results and outcomes could differ materially from those expressed in or implied by forward-looking statements, including forward-looking statements relating to and our expectations regarding:

•our plans, strategies, and objectives for future operations and the growth of our business, including our service and product offerings, our go-to-market strategies, and the expected development, demand, performance, market share, and competitive performance of our products and services;

•our ability to achieve and sustain profitability;

•our future revenues, gross margins, expenses, cash flows, and other financial measures;

•annual recurring revenue (ARR), active sites, subscription service gross margins, net loss, net loss per share, and other key performance indicators and non-GAAP financial measures;

•the availability and terms of product and component supplies for our hardware products;

•the timing and expected benefits of acquisitions, divestitures, and capital markets transactions;

•our human capital strategies and engagement;

•macroeconomic trends, geopolitical events, tariffs, and trade disputes and the expected impact of those trends and events on our business, financial condition, results of operations, and cash flows;

•claims, disputes, or other litigation matters; and

•assumptions underlying any of the foregoing.

Factors, risks, trends, and uncertainties that could cause our actual results to differ materially from those expressed in or implied by forward-looking statements include:

•our ability to successfully develop, acquire, and transition new products and services, while enhancing existing ones to meet evolving customer needs and emerging technological trends, including our effective use of artificial intelligence (AI) in product development and integration of AI tools into our product and service offerings;

•our ability to add and maintain active sites;

•our ability to retain and add integration partners;

•macroeconomic trends, such as the effects of inflation, recession, interest rate fluctuations, and changes in consumer confidence and discretionary spending; and geopolitical events affecting countries where we operate or our customers or suppliers operate;

•our ability to retain and manage suppliers, secure alternative suppliers, and manage inventory levels and costs, navigate manufacturing disruptions or logistics challenges, shipping delays and shipping costs;

•the impact of changes in import/export regulations, including tariffs, and trade disputes between the United States and other countries where we operate or our customers or suppliers operate;

•the effects, costs, and timing of acquisitions, divestitures, and capital markets transactions;

•our ability to integrate acquisitions into our operations and the timing, complexity, and costs associated with integrations;

•our ability to attract, develop, and retain qualified employees to develop and expand our business, execute product installations, and respond to customer service level needs;

•the protection of our intellectual property;

•our ability to generate sufficient cash flow or access additional financing sources as needed to repay outstanding debts, including amounts owed under our outstanding convertible notes;

•legal, reputational, and financial risks if we fail to protect customer and/or our data from security breaches and/or cyber attacks;

•the impact of future pandemics, epidemics, or other outbreaks of disease;

•changes in estimates and assumptions we make in connection with the preparation of our financial statements, or in building our business and operations plan and in executing our strategies;

•our ability to maintain proper and effective internal control over financial reporting;

•our ability to execute our business, operations plan, and strategies and manage our business continuity risks, including disruptions or delays in product assembly and fulfillment;

•potential impacts, liabilities, and costs from pending or potential investigations, claims, and disputes; and

•other factors, risks, trends, and uncertainties disclosed in our filings with the Securities and Exchange Commission ("SEC"), particularly those listed under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS (unaudited)

PAR TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(unaudited)


Assets	September 30, 2025		December 31, 2024
Current assets:
Cash and cash equivalents	$	92,465	$	108,117
Cash held on behalf of customers	14,428		13,428
Short-term investments	541		524
Accounts receivable – net	70,546		59,726
Inventories	25,437		21,861
Other current assets	23,635		14,390

Total current assets	227,052		218,046
Property, plant and equipment – net	13,566		14,107
Goodwill	898,453		887,459
Intangible assets – net	216,985		237,333
Lease right-of-use assets	8,769		8,221
Other assets	12,549		15,561

Total Assets	$	1,377,374	$	1,380,727
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	19,920	$	—
Accounts payable	31,967		34,784
Accrued salaries and benefits	20,825		22,487
Accrued expenses	10,786		13,938
Customers payable	14,428		13,428
Lease liabilities – current portion	2,081		2,256
Customer deposits and deferred service revenue	33,859		24,944

Total current liabilities	133,866		111,837
Lease liabilities – net of current portion	6,833		6,053
Long-term debt	373,513		368,355
Deferred service revenue – noncurrent	1,924		1,529
Other long-term liabilities	23,189		21,243

Total liabilities	539,325		509,017

Shareholders’ equity:
Preferred stock, $0.02 par value, 1,000,000 shares authorized	—		—
Common stock, $0.02 par value, 116,000,000 shares authorized, 42,163,865 and 40,187,671 shares issued, 40,591,032 and 38,717,366 outstanding at September 30, 2025 and December 31, 2024, respectively	835		798
Additional paid in capital	1,217,525		1,085,473
Equity consideration payable	—		108,182
Accumulated deficit	(343,510)		(279,943)
Accumulated other comprehensive loss	(7,909)		(20,951)
Treasury stock, at cost, 1,572,833 and 1,470,305 shares at September 30, 2025 and December 31, 2024, respectively	(28,892)		(21,849)
Total shareholders’ equity	838,049		871,710
Total Liabilities and Shareholders’ Equity	$	1,377,374	$	1,380,727

See accompanying notes to unaudited interim condensed consolidated financial statements

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PAR TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,

	2025		2024		2025		2024
Revenues, net:
Subscription service	$	74,763	$	59,909	$	215,076	$	143,160
Hardware	29,895		22,650		78,602		60,992

Professional service	14,525		14,195		41,768		40,825

Total revenues, net	119,183		96,754		335,446		244,977
Cost of sales:
Subscription service	33,431		26,789		94,475		66,424
Hardware	24,567		16,878		60,575		46,587

Professional service	11,970		10,056		31,847		30,849

Total cost of sales	69,968		53,723		186,897		143,860
Gross margin	49,215		43,031		148,549		101,117
Operating expenses:
Sales and marketing	12,478		10,500		36,534		31,237
General and administrative	31,725		27,352		92,706		77,896
Research and development	19,276		17,821		59,977		49,826
Amortization of identifiable intangible assets	3,389		2,699		10,042		5,577
Adjustment to contingent consideration liability	—		—		—		(600)
Gain on insurance proceeds	—		(147)		—		(147)
Total operating expenses	66,868		58,225		199,259		163,789
Operating loss	(17,653)		(15,194)		(50,710)		(62,672)
Other income (expense), net	664		(1,400)		(808)		(1,710)
Interest expense, net	(1,465)		(3,417)		(4,507)		(6,755)
Loss on extinguishment of debt	—		—		(5,791)		—
Loss from continuing operations before income taxes	(18,454)		(20,011)		(61,816)		(71,137)
Benefit from (provision for) income taxes	277		(653)		(1,948)		6,520
Net loss from continuing operations	(18,177)		(20,664)		(63,764)		(64,617)




Net income from discontinued operations	—		832		197		80,687
Net (loss) income	$	(18,177)	$	(19,832)	$	(63,567)	$	16,070

Net (loss) income per share (basic and diluted):
Continuing operations	$	(0.45)	$	(0.58)	$	(1.58)	$	(1.90)
Discontinued operations	—		0.02		—		2.38
Total	$	(0.45)	$	(0.56)	$	(1.58)	$	0.48

Weighted average shares outstanding (basic and diluted)	40,582		35,865		40,427		33,931

See accompanying notes to unaudited interim condensed consolidated financial statements

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PAR TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net (loss) income	$	(18,177)	$	(19,832)	$	(63,567)	$	16,070
Other comprehensive income (loss), net of applicable tax:
Foreign currency translation adjustments	(10,807)		3,790		13,042		821
Comprehensive (loss) income	$	(28,984)	$	(16,042)	$	(50,525)	$	16,891

See accompanying notes to unaudited interim condensed consolidated financial statements

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PAR TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(In thousands)

(unaudited)


	Common Stock			Additional Paid in Capital		Equity Consideration Payable		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Shareholders’ Equity
	Shares	Amount										Shares	Amount
Balances at December 31, 2024	40,188	$	798	$	1,085,473	$	108,182	$	(279,943)	$	(20,951)	1,470	$	(21,849)	$	871,710
Issuance of common stock upon the exercise of stock options	8	—		215		—		—		—		—	—		215
Net issuance of restricted stock awards and restricted stock units	382	6		(6)		—		—		—		—	—		—
Issuance of common stock for acquisition (see Note 3)	1,489	29		108,153		(108,182)		—		—		—	—		—
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock	—	—		—		—		—		—		102	(7,015)		(7,015)

Stock-based compensation	—	—		7,181		—		—		—		—	—		7,181
Foreign currency translation adjustments	—	—		—		—		—		4,254		—	—		4,254
Net loss	—	—		—		—		(24,350)		—		—	—		(24,350)
Balances at March 31, 2025	42,067	$	833	$	1,201,016	$	—	$	(304,293)	$	(16,697)	1,572	$	(28,864)	$	851,995
Issuance of common stock upon the exercise of stock options	11	—		105		—		—		—		—	—		105
Net issuance of restricted stock awards and restricted stock units	65	2		(2)		—		—		—		—	—		—
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock	—	—		—		—		—		—		1	(28)		(28)
Issuance of common stock for employee stock purchase plan	11	—		628		—		—		—		—	—		628
Stock-based compensation	—	—		7,887		—		—		—		—	—		7,887
Foreign currency translation adjustments	—	—		—		—		—		19,595		—	—		19,595
Net loss	—	—		—		—		(21,040)		—		—	—		(21,040)
Balances at June 30, 2025	42,154	$	835	$	1,209,634	$	—	$	(325,333)	$	2,898	1,573	$	(28,892)	$	859,142
Issuance of common stock upon the exercise of stock options	7	—		70		—		—		—		—	—		70
Net issuance of restricted stock awards and restricted stock units	3	—		—		—		—		—		—	—		—

Treasury stock acquired from employees upon vesting or forfeiture of restricted stock	—	—		—		—		—		—		—	—		—
Stock-based compensation	—	—		7,821		—		—		—		—	—		7,821
Foreign currency translation adjustments	—	—		—		—		—		(10,807)		—	—		(10,807)
Net loss	—	—		—		—		(18,177)		—		—	—		(18,177)
Balances at September 30, 2025	42,164	$	835	$	1,217,525	$	—	$	(343,510)	$	(7,909)	1,573	$	(28,892)	$	838,049

See accompanying notes to unaudited interim condensed consolidated financial statements

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PAR TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Continued)

(In thousands)

(unaudited)


	Common Stock			Additional Paid in Capital		Equity Consideration Payable		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Shareholders’ Equity
	Shares	Amount										Shares	Amount
Balances at December 31, 2023	29,386	$	584	$	625,154	$	—	$	(274,956)	$	(939)	1,356	$	(16,778)	$	333,065
Issuance of common stock upon the exercise of stock options	107	2		1,103		—		—		—		—	—		1,105
Net issuance of restricted stock awards and restricted stock units	329	4		(4)		—		—		—		—	—		—
Issuance of common stock for acquisition	442	9		19,161		—		—		—		—	—		19,170
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock	—	—		—		—		—		—		109	(4,838)		(4,838)
Proceeds from private placement of common stock, net of issuance costs of $5.5 million	5,175	104		194,386		—		—		—		—	—		194,490
Stock-based compensation	—	—		4,410		—		—		—		—	—		4,410
Foreign currency translation adjustments	—	—		—		—		—		(2,714)		—	—		(2,714)
Net loss	—	—		—		—		(18,288)		—		—	—		(18,288)
Balances at March 31, 2024	35,439	$	703	$	844,210	$	—	$	(293,244)	$	(3,653)	1,465	$	(21,616)	$	526,400
Issuance of common stock upon the exercise of stock options	35	—		432		—		—		—		—	—		432
Net issuance of restricted stock awards and restricted stock units	85	2		(2)		—		—		—		—	—		—
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock	—	—		—		—		—		—		5	(212)		(212)
Issuance of common stock for employee stock purchase plan	15	—		526		—		—		—		—	—		526
Stock-based compensation	—	—		7,240		—		—		—		—	—		7,240
Foreign currency translation adjustments	—	—		—		—		—		(255)		—	—		(255)
Net income	—	—		—		—		54,190		—		—	—		54,190
Balances at June 30, 2024	35,574	$	705	$	852,406	$	—	$	(239,054)	$	(3,908)	1,470	$	(21,828)	$	588,321
Issuance of common stock upon the exercise of stock options	32	1		501		—		—		—		—	—		502
Net issuance of restricted stock awards and restricted stock units	5	—		—		—		—		—		—	—		—
Issuance of common stock for acquisition	2,163	43		113,967		—		—		—		—	—		114,010
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock	—	—		—		—		—		—		—	(21)		(21)
Stock-based compensation	—	—		5,937		—		—		—		—	—		5,937
Foreign currency translation adjustments	—	—		—		—		—		3,790		—	—		3,790
Net loss	—	—		—		—		(19,832)		—		—	—		(19,832)
Balances at September 30, 2024	37,774	$	749	$	972,811	$	—	$	(258,886)	$	(118)	1,470	$	(21,849)	$	692,707

See accompanying notes to unaudited interim condensed consolidated financial statements

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PAR TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net (loss) income	$	(63,567)	$	16,070
Net income from discontinued operations	(197)		(80,687)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	36,768		26,702
Accretion of debt in interest expense, net	1,751		1,755
Accretion of discount on held to maturity investments in interest expense, net	—		283
Current expected credit losses	3,422		2,439
Provision for obsolete inventory	794		(14)
Stock-based compensation	22,889		16,583
Impairment loss	—		225
Loss on debt extinguishment	5,791		—
Adjustment to contingent consideration liability	—		(600)
Deferred income tax	(696)		(8,288)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(13,836)		(11,696)
Inventories	(4,062)		(314)
Other current assets	(9,353)		(3,935)
Other assets	5,885		1,315
Accounts payable	(3,394)		4,960
Accrued salaries and benefits	(1,866)		3,490
Accrued expenses	(4,775)		(1,848)
Customer deposits and deferred service revenue	8,085		6,279
Customers payable	1,000		5,096
Other long-term liabilities	(45)		(2,253)
Cash used in operating activities - continuing operations	(15,406)		(24,438)
Cash used in operating activities - discontinued operations	—		(4,183)
Net cash used in operating activities	(15,406)		(28,621)
Cash flows from investing activities:

Cash paid for acquisition, net of cash acquired	(4,323)		(293,570)
Capital expenditures	(2,541)		(791)
Capitalization of software costs	(4,226)		(4,004)
Proceeds from company-owned life insurance policies	—		3,266
Proceeds from sale of held to maturity investments	—		53,277
Purchases of held to maturity investments	—		(28,351)
Cash used in investing activities - continuing operations	(11,090)		(270,173)
Cash provided by investing activities - discontinued operations	197		92,075
Net cash used in investing activities	(10,893)		(178,098)
Cash flows from financing activities:
Repayments of long-term debt	(93,600)		—

Proceeds from private placement of common stock, net of issuance costs	—		194,490

Proceeds from debt issuance, net of original issue discount	111,136		87,333

Treasury stock acquired from employees upon vesting or forfeiture of restricted stock	(7,043)		(5,071)
Proceeds from employee stock purchase plan	628		526
Proceeds from exercise of stock options	390		2,039


Net cash provided by financing activities	11,511		279,317

See accompanying notes to unaudited interim condensed consolidated financial statements

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PAR TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands)

(unaudited)


	Nine Months Ended September 30,
	2025		2024
Effect of exchange rate changes on cash and cash equivalents	136		933
Net (decrease) increase in cash and cash equivalents and cash held on behalf of customers	(14,652)		73,531
Cash and cash equivalents and cash held on behalf of customers at beginning of period	121,545		47,539
Cash and cash equivalents and cash held on behalf of customers at end of period	$	106,893	$	121,070



Reconciliation of cash and cash equivalents and cash held on behalf of customers
Cash and cash equivalents	$	92,465	$	105,804
Cash held on behalf of customers	14,428		15,266
Total cash and cash equivalents and cash held on behalf of customers	$	106,893	$	121,070

Supplemental disclosures of cash flow information:

Cash paid for interest	$	2,275	$	3,713
Cash paid for income taxes	4,865		1,543
Capitalized software recorded in accounts payable	190		36
Capital expenditures in accounts payable	119		62
Common stock issued for acquisition	108,182		133,181

See accompanying notes to unaudited interim condensed consolidated financial statements

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PAR TECHNOLOGY CORPORATION

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 — 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 accompanying condensed consolidated financial statements include the Company's accounts and those of its consolidated subsidiaries. All intercompany transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying financial statements of PAR Technology Corporation and its consolidated subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements as promulgated by the SEC. In the opinion of management, the Company's financial statements include all normal and recurring adjustments necessary in order to make the financial statements not misleading and to provide a fair presentation of the Company's financial results for the interim period included in this Quarterly Report. Interim results are not necessarily indicative of results for the full year or any future periods. The information included in this Quarterly Report should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”).

The results of operations of the Company's Government segment are reported as discontinued operations in the condensed consolidated statements of operations for all periods presented. All results and information in the condensed consolidated financial statements are presented as continuing operations and exclude the Government segment unless otherwise noted specifically as discontinued operations.

Use of Estimates

The preparation of the financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to these estimates and assumptions include revenue recognition, stock-based compensation, the recognition and measurement of assets acquired and liabilities assumed in business combinations and asset acquisitions at fair value, identifiable intangible assets and goodwill, valuation allowances for receivables, classification of discontinued operations, valuation of excess and obsolete inventories, and measurement of contingent consideration at fair value. Actual results could differ from those estimates.

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Cash and Cash Equivalents and Cash Held on Behalf of Customers

Cash and cash equivalents and cash held on behalf of customers consist of the following:


(in thousands)	September 30, 2025		December 31, 2024
Cash and cash equivalents
Cash	$	90,305	$	105,956
Money market funds	2,160		2,161
Cash held on behalf of customers	14,428		13,428
Total cash and cash equivalents and cash held on behalf of customers	$	106,893	$	121,545

The Company maintained bank balances that, at times, exceeded the federally insured limit during the nine months ended September 30, 2025. The Company did not experience losses relating to these deposits and management does not believe that the Company is exposed to any significant credit risk with respect to these amounts.

Short-Term Investments

The carrying value of investment securities consists of the following:


(in thousands)	September 30, 2025		December 31, 2024
Short-term investments

Short-term deposits	$	541	$	524
Total short-term investments	$	541	$	524

The Company did not have any material gains or losses on these securities during the nine months ended September 30, 2025. The estimated fair value of these securities approximated their carrying value as of September 30, 2025 and December 31, 2024.

Other Current Assets and Other Assets

Other current assets include deferred implementation costs of $3.5 million and zero, deferred commissions of $2.3 million and zero, and prepaid expenses of $15.7 million and $12.1 million at September 30, 2025 and December 31, 2024, respectively.

Other assets include deferred implementation costs of $2.7 million and $7.3 million and deferred commissions of $2.5 million and $3.3 million at September 30, 2025 and December 31, 2024, respectively.

The following table summarizes amortization expense for deferred implementation costs and deferred commissions:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Amortization of deferred implementation costs	$	1,166	$	1,569	$	3,769	$	4,612
Amortization of deferred commissions	606		430		1,527		1,235

Other Long-Term Liabilities

Other long-term liabilities include deferred tax liabilities of $20.7 million and $18.7 million at September 30, 2025 and December 31, 2024, respectively.

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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.

Note 2 — 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.

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Disaggregated Revenue

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

Note 3 — 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 component of the cost of the assets acquired.

The transaction was accounted for as an asset acquisition in accordance with ASC Topic 805, Business Combinations, whereby the purchase price is allocated to the assets acquired and liabilities assumed based on their relative fair values as of the GoSkip Closing Date, and no goodwill is recognized. The fair value determinations were based on management's estimates and assumptions, with the assistance of valuation consultants. As of September 30, 2025, the fair values of assets and liabilities as of the GoSkip Closing Date have been finalized. There were no measurement period adjustments made to the initial fair values of assets and liabilities recorded.

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The following table presents management's purchase price allocation:


(in thousands)	Purchase price allocation
Inventory	$	232
Developed technology	2,240
Customer relationships	3,136
Total assets	5,608
Deferred revenue	809
Consideration paid	$	4,799

Intangible Assets

The Company identified two acquired intangible assets in the GoSkip Asset Acquisition: developed technology and customer relationships. The fair value of developed technology was determined utilizing the “relief from royalty” approach, which is a form of the income approach that attributes savings recognized from not having to pay a royalty for the use of an asset. The Company applied a seven-year economic life, a fair and reasonable royalty rate of 15.0%, and a discount rate of 26.0% in determining the GoSkip developed technology intangible fair value. The fair value of the customer relationship intangible asset was determined utilizing the “multi-period excess earnings method”, which method is predicated upon the calculation of the net present value of after-tax net cash flows respectively attributable to each asset. The Company applied a 14.3% estimated annual attrition rate and discount rate of 26.0% in determining the GoSkip customer relationships intangible fair value. The estimated useful life of each of the foregoing identifiable intangible assets was determined to be: seven years for developed technology and seven years for customer relationships.

Delaget Acquisition

On December 31, 2024 (the “Delaget Closing Date”), the Company entered into an Agreement and Plan of Merger (the “Delaget Merger Agreement”), pursuant to which, on the Delaget Closing Date, PAR acquired 100% of the outstanding equity interests of Delaget, LLC ("Delaget" and such acquisition, the "Delaget Acquisition").

On the Delaget Closing Date, the Company paid equity holders of Delaget $16.9 million in cash (the "Delaget Cash Consideration"), and committed to issue 1,488,669 shares of common stock. The closing stock price as of the Delaget Closing Date was $72.67, resulting in equity consideration of $108.2 million (the "Delaget Equity Consideration") and a total purchase consideration of $125.1 million (the "Delaget Merger Consideration"). The Delaget Merger Consideration is subject to adjustment for any cash, indebtedness (including debt-like items), and net working capital of the acquired entities. On January 6, 2025, pursuant to the Delaget Merger Agreement, the Company issued 1,488,669 shares of common stock as consideration for the Delaget Acquisition. The total value of the shares issued was $109.7 million as of January 6, 2025. The Company acquired Delaget to complement its Operator Cloud solutions.

On the Delaget Closing Date, $1.9 million of the Delaget Cash Consideration was deposited into separate escrow accounts administered by third parties to fund potential post-closing adjustments and obligations.

Additionally, on the Delaget Closing Date, $2.3 million of the Delaget Cash Consideration was deposited in an indemnification escrow fund to be held for up to 36 months to fund potential post-closing indemnification obligations of Delaget equity holders in accordance with the Delaget Merger Agreement. The Company recognized indemnification assets and liabilities of approximately $2.3 million to other assets and other long-term liabilities in the consolidated balance sheets, respectively, to account for amounts deposited in the third party indemnification escrow fund.

The Company incurred acquisition and integration expenses related to the Delaget Acquisition of approximately $1.0 million which are included in general and administrative expense in the condensed consolidated statements of operations.

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The Delaget Acquisition was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations. Accordingly, assets acquired and liabilities assumed have been accounted for at their preliminarily determined respective fair values as of the Delaget Closing Date. The preliminary fair value determinations were based on management's estimates and assumptions, with the assistance of valuation and independent tax consultants. Preliminary fair values are subject to measurement period adjustments within the permitted measurement period (up to one year from the Delaget Closing Date) as management finalizes its procedures and net working capital adjustments are settled.

During the three months ended September 30, 2025, preliminary fair values of assets and liabilities as of the Delaget Closing Date were adjusted to reflect ongoing acquisition valuation analyses, including changes to deferred taxes and goodwill to refine tax exposure estimates. During the nine months ended September 30, 2025, preliminary fair values of assets and liabilities as of the Delaget Closing Date were adjusted to reflect net working capital changes, including changes to accounts receivable, property and equipment, accrued expenses, and goodwill, in addition to the deferred tax adjustments.

The following table presents management's current purchase price allocation and initial purchase price allocation:


(in thousands)	Current purchase price allocation		Initial purchase price allocation
Cash	$	1,087	$	1,087
Accounts receivable	979		1,117
Property and equipment	—		80
Lease right-of-use assets	1,380		1,380
Developed technology	11,500		11,500
Customer relationships	14,000		14,000
Non-competition agreements	3,700		3,700
Indemnification assets	2,338		2,338
Prepaid and other acquired assets	200		200
Goodwill	97,954		97,017
Total assets	133,138		132,419
Accounts payable	295		295
Accrued expenses	2,184		1,155
Lease right-of-use liabilities	1,359		1,359
Deferred revenue	893		893
Indemnification liabilities	2,338		2,338
Deferred taxes	1,002		1,312
Consideration paid	$	125,067	$	125,067

Intangible Assets

The Company identified three acquired intangible assets in the Delaget Acquisition: developed technology; customer relationships; and non-competition agreements. The preliminary fair value of developed technology was determined utilizing the “relief from royalty” approach, which is a form of the income approach that attributes savings recognized from not having to pay a royalty for the use of an asset. The Company applied a seven-year economic life, a fair and reasonable royalty rate of 15.0%, and a discount rate of 15.0% in determining the Delaget developed technology intangible preliminary fair value. The preliminary fair value of the customer relationship intangible asset was determined utilizing the “multi-period excess earnings method”, which method is predicated upon the calculation of the net present value of after-tax net cash flows respectively attributable to each asset. The Company applied a 10.0% estimated annual attrition rate and discount rate of 15.0% in determining the Delaget customer relationships intangible preliminary fair value. The preliminary fair value of the Delaget non-competition agreements was determined utilizing the discounted earnings method. The estimated useful life of each of the foregoing identifiable intangible assets was preliminarily determined to be: seven years for developed technology; thirteen years for customer relationships; and five years for the non-competition agreements.

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Goodwill

Goodwill represents the excess of consideration transferred for the fair value of net identifiable assets acquired and is tested for impairment at least annually. The goodwill value represents expected synergies from the product acquired and other benefits. It is not deductible for income tax purposes.

Deferred Taxes

The Company determined the deferred tax position to be recorded at the time of the Delaget Acquisition in accordance with ASC Topic 740, Income Taxes, resulting in recognition of $1.0 million in deferred tax liabilities for future reversal of taxable temporary differences primarily for intangible assets.

Pro Forma Financial Information - unaudited

For the three and nine months ended September 30, 2024, the acquisition of Stuzo Blocker, Inc., Stuzo Holdings, LLC and their subsidiaries (the "Stuzo Acquisition") resulted in additional revenues of $10.7 million and $23.4 million, respectively, and income before income taxes of $1.6 million and $3.4 million, respectively; and the acquisition of TASK Group Holdings Limited (the "TASK Group Acquisition") resulted in additional revenues of $9.6 million and $9.6 million, respectively, and loss before income taxes of $(0.1) million and $(0.1) million, respectively. The Company did not have any revenue or income from the Delaget Acquisition for the three or nine months ended September 30, 2024.

The following table summarizes the Company's unaudited pro forma results of operations for the three and nine months ended September 30, 2024 as if the Stuzo Acquisition, TASK Group Acquisition, and Delaget Acquisition had occurred on January 1, 2024:



	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands)	2024		2024
Total revenue	$	103,035	$	290,587
Net loss from continuing operations	(33,334)		(86,749)

The unaudited pro forma results presented above are for illustrative purposes only and do not reflect the realization of actual cost savings or any related integration costs. The unaudited pro forma results do not purport to be indicative of the results that would have been obtained, or to be a projection of results that may be obtained in the future. These unaudited pro forma results include certain adjustments, primarily due to increases in amortization expense due to the fair value adjustments of intangible assets, acquisition related costs and the impact of income taxes on the pro forma adjustments. $2.3 million of acquisition costs have been reflected in the 2024 pro forma results.

Note 4 — Discontinued Operations

The following table presents the major categories of income from discontinued operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Contract revenue	$	—	$	—	$	—	$	66,540
Contract cost of sales	—		—		—		(60,218)
Operating income from discontinued operations	—		—		—		6,322
General and administrative gain (expense)	—		177		—		(693)

Gain on sale of discontinued operations	—		451		197		77,205
Income from discontinued operations before taxes	—		628		197		82,834
Benefit from (provision for) for income taxes	—		204		—		(2,147)
Net income from discontinued operations	$	—	$	832	$	197	$	80,687

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The following table presents select non-cash operating and investing activities related to cash flows from discontinued operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Depreciation and amortization	$	—	$	—	$	—	$	200
Capital expenditures	—		—		—		233
Stock-based compensation	—		50		—		1,004

Note 5 — Accounts Receivable, net

At September 30, 2025 and December 31, 2024, the Company had current expected credit losses of $5.0 million and $3.4 million, respectively, against accounts receivable.

Changes in the current expected credit loss for the nine months ended September 30 were:


(in thousands)	2025		2024
Beginning Balance - January 1	$	3,392	$	1,949
Provisions	3,422		2,439
Write-offs	(1,838)		(763)

Ending Balance - September 30	$	4,976	$	3,625

Note 6 — Inventories, net

The components of inventory, adjusted for reserves, consisted of the following:


(in thousands)	September 30, 2025		December 31, 2024
Finished goods	$	16,041	$	13,696
Work in process	241		208
Component parts	8,485		7,450
Service parts	670		507
Inventories, net	$	25,437	$	21,861

At September 30, 2025 and December 31, 2024, the Company had excess and obsolescence reserves of $8.1 million and $8.8 million, respectively, against inventories.

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Note 7 — 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		3,591
Amortization of identifiable intangible assets recorded in cost of sales	$	8,037	$	6,828	$	23,554	$	18,219
Amortization expense recorded in operating expenses	$	3,389	$	2,699	$	10,042	$	5,577
Impact of foreign currency translation on intangible assets	$	(341)	$	(484)	$	1,320	$	126

The expected future amortization of intangible assets, assuming straight-line amortization of capitalized software development costs and acquisition related intangibles, excluding software development costs not meeting the general release threshold is:


(in thousands)
2025, remaining	$	11,225
2026	43,509
2027	38,948
2028	26,751
2029	19,233
Thereafter	64,970
Total	$	204,636

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Goodwill carried is as follows:


(in thousands)	2025		2024
Beginning balance - January 1	$	887,459	$	488,918
Stuzo Acquisition	—		136,602
TASK Group Acquisition	—		181,442
Foreign currency translation	10,057		(3,878)
Delaget Acquisition ASC 805 measurement period adjustment	937		—
Ending balance - September 30	$	898,453	$	803,084

Note 8 — 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 purchaser’s 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 of this early repayment, the Company recognized a $5.8 million loss on debt extinguishment which primarily consists of the write-off of unamortized debt issuance costs and discount, the payment of prepayment penalties, accrued and unpaid interest, and other related expenses.

The following table summarizes information about the net carrying amounts of long-term debt as of September 30, 2025:


(in thousands)	2026 Notes		2027 Notes		2030 Notes		Total
Principal amount of notes outstanding	$	20,000	$	265,000	$	115,000	$	400,000
Unamortized debt issuance cost	(80)		(3,153)		(3,334)		(6,567)

Total notes payable	$	19,920	$	261,847	$	111,666	$	393,433

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 of notes 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 notes payable	$	19,822	$	260,790	$	87,743	$	368,355

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The following table summarizes interest expense recognized on the long-term debt:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Contractual interest expense	$	1,431	$	3,963	$	4,919	$	7,676
Amortization of debt issuance costs	585		623		1,716		1,647
Amortization of discount	—		108		35		108
Total interest expense	$	2,016	$	4,694	$	6,670	$	9,431

The following table summarizes the future principal payments as of September 30, 2025:


(in thousands)
2025, remaining	$	—
2026	20,000
2027	265,000
2028	—
2029	—

Thereafter	115,000
Total	$	400,000

Note 9 — 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

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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/forfeited	(70)	53.50
Outstanding at September 30, 2025	1,135	$	60.05

A total of 330,000 shares of Company common stock were made available for purchase under the Company's 2021 Employee Stock Purchase Plan ("ESPP"), subject to adjustment as provided for in the ESPP. As of September 30, 2025, 39,596 shares of common stock were purchased under the ESPP since inception, including 11,273 shares purchased under the ESPP during the nine months ended September 30, 2025.

Note 10 — Net (Loss) Income Per Share

Net (loss) income per share is calculated in accordance with ASC Topic 260, Earnings per Share, which specifies the computation, presentation and disclosure requirements for earnings per share (“EPS”). It requires the presentation of basic and diluted EPS. Basic EPS excludes all dilution and is based upon the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the potential dilution that would occur if convertible securities or other contracts to issue common stock were exercised. As of September 30, 2025, there were 686,631 anti-dilutive stock options outstanding compared to 730,000 as of September 30, 2024. As of September 30, 2025, there were 1,134,860 anti-dilutive restricted stock units outstanding compared to 925,000 as of September 30, 2024.

Note 11 — Commitments and Contingencies

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 Company’s business, financial condition or results of operations, or cannot currently be estimated.

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Note 12 — Segment and Related Information

The Company operates in one segment. There have been no changes to the Company’s 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 expenses.

(2) Other segment items include adjustment to contingent consideration liability and gain on insurance proceeds. See the condensed consolidated statements of operations for additional information on these amounts.

(3) Other segment items include other income (expense), net; loss on extinguishment of debt; interest expense, net; benefit from (provision for) income taxes; and net income from discontinued operations. See the condensed consolidated statements of operations for additional information on these amounts.

The following table represents revenues by country based on the location of the revenue:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024



























United States	$	98,181	$	81,638	$	278,568	$	219,353
International	21,002		15,116		56,878		25,624
Total	$	119,183	$	96,754	$	335,446	$	244,977

The following table represents assets by country based on the location of the assets:


(in thousands)	September 30, 2025		December 31, 2024




United States	$	597,532	$	599,945
International	779,842		780,782
Total	$	1,377,374	$	1,380,727

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Customers accounting for 10% or more of the Company’s total revenues are summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
McDonald’s Corporation	23	%	18	%	20	%	13	%


All Others	77	%	82	%	80	%	87	%
Total	100	%	100	%	100	%	100	%

No other customer within "All Others" accounted for 10% or more of the Company’s total revenue for the three and nine months ended September 30, 2025 or 2024.

Note 13 — Fair Value of Financial Instruments

The Company’s 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 Company’s 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 "2026 Notes"), the 1.50% Convertible Senior Notes due 2027 (the "2027 Notes"), and the 2030 Notes (together with the 2026 Notes and the 2027 Notes, the "Senior Notes") at September 30, 2025 was $21.0 million, $258.4 million, and $99.6 million, respectively. The estimated fair value of the 2026 Notes, 2027 Notes, and Credit Facility at December 31, 2024 was $34.5 million, $305.7 million, and $87.7 million, respectively. As the Credit Facility had a variable interest rate and no equity component, the book value of the Credit Facility is equal to the fair value. The valuation techniques used to determine the fair value of the Company's long-term debt are classified in Level 2 of the fair value hierarchy as they are derived from broker quotations.

The Company used a Monte Carlo simulation of a discounted cash flow model to determine the fair value of the earn-out liability associated with the acquisition of MENU Technologies AG (the "MENU Acquisition"). Significant inputs used in the simulation are not observable in the market and thus the liability represents a Level 3 fair value measurement as defined in ASC 820. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date will be reflected as cash used in financing activities in the Company's condensed consolidated statements of cash flows. Any amount paid in excess of the liability on the acquisition date will be reflected as cash used in operating activities.

During the three months ended June 30, 2024, the Company determined that the requirement for the earn-out payment related to the MENU Acquisition would not be met. As such, the Company reduced the fair value of the earn-out liability to zero. The earn-out period expired on July 31, 2024 with no payment made.

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The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the nine months ended September 30, 2024:


(in thousands)	2024
Balance at January 1	$	600

Change in fair value of contingent consideration	(600)

Balance at September 30	$	—

The change in fair value of contingent consideration was recorded within "Adjustment to contingent consideration liability" in the condensed consolidated statements of operations.

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto included under "Part I, Item 1. Financial Statements (unaudited)" of this Quarterly Report and our audited consolidated financial statements and the notes thereto included under "Part II, Item 8. Financial Statements and Supplementary Data" of the 2024 Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed under "Forward-Looking Statements".

OVERVIEW

Q3 2025 Operating Performance Highlights


Organic - Year-over-year growth of 14.6%			Total - Year-over-year growth of 21.9%


GAAP - Consistent year-over-year


Non-GAAP - Consistent year-over-year


Net Loss from Cont. Ops. Year-over-year improvement of $2.5 million


Adjusted EBITDA Year-over-year improvement of $3.4 million

Refer to "Key Performance Indicators and Non-GAAP Financial Measures" below for important information on key performance indicators and non-GAAP financial measures, including annual recurring revenue ("ARR"), non-GAAP subscription service gross margin percentage, and adjusted EBITDA. We use these key performance indicators and non-GAAP financial measures to evaluate our performance.

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Macroeconomic Environment

The tariff environment is complex and evolving. Beginning in the second quarter of 2025, the U.S. government implemented a series of significant new tariffs, including on imports from several countries where we source certain components and hardware products. Other countries have responded with retaliatory actions or plans for retaliatory actions. Some of these tariff announcements have since been followed by announcements of limited exemptions and temporary pauses. These actions have introduced increased uncertainty into global trade policies and supply chains. We continue to monitor macroeconomic trends and uncertainties in light of continuing changes to global tariff policies, which may have adverse effects on our hardware revenue and hardware gross margin. As a result of these events, we anticipate increased supply chain challenges, commodity cost volatility, and consumer and economic uncertainty due to rapid changes in global trade policies. Management anticipates continued pressure on the Company's hardware margin from tariffs, and we are continuing to evaluate and implement mitigating actions, including potential supply chain resiliency movements, cost or pricing measures and alternative shipping practices, if needed, as the tariff environment evolves.

On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was signed into law. The Act contains changes to U.S. federal tax law, including reinstatement of immediate expensing of domestic research and development expenditures, and has multiple effective dates. The enacted legislation did not have a material impact on our annual effective tax rate for the nine months ended September 30, 2025, and resulted in a decrease to taxes payable. We will continue to evaluate all applicable provisions of the legislation and their impact on our consolidated financial statements for the fiscal year ended December 31, 2026 and beyond.

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RESULTS OF OPERATIONS

Consolidated Results:



	Three Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Revenues, net:
Subscription service	$	74,763	$	59,909	62.7	%	61.9	%	24.8	%
Hardware	29,895		22,650		25.1	%	23.4	%	32.0	%
Professional service	14,525		14,195		12.2	%	14.7	%	2.3	%
Total revenues, net	$	119,183	$	96,754	100.0	%	100.0	%	23.2	%

Gross margin:
Subscription service	$	41,332	$	33,120	34.7	%	34.2	%	24.8	%
Hardware	5,328		5,772		4.5	%	6.0	%	(7.7)	%
Professional service	2,555		4,139		2.1	%	4.3	%	(38.3)	%
Total gross margin	$	49,215	$	43,031	41.3	%	44.5	%	14.4	%

Operating expenses:
Sales and marketing	$	12,478	$	10,500	10.5	%	10.9	%	18.8	%
General and administrative	31,725		27,352		26.6	%	28.3	%	16.0	%
Research and development	19,276		17,821		16.2	%	18.4	%	8.2	%
Amortization of identifiable intangible assets	3,389		2,699		2.8	%	2.8	%	25.6	%

Gain on insurance proceeds	—		(147)		—	%	(0.1)	%	(100.0)	%
Total operating expenses	$	66,868	$	58,225	56.1	%	60.2	%	14.8	%

Operating loss	$	(17,653)	$	(15,194)	(14.8)	%	(15.7)	%	16.2	%
Other income (expense), net	664		(1,400)		0.6	%	(1.4)	%	(147.4)	%
Interest expense, net	(1,465)		(3,417)		(1.2)	%	(3.5)	%	(57.1)	%

Loss from continuing operations before income taxes	(18,454)		(20,011)		(15.5)	%	(20.7)	%	(7.8)	%
Benefit from (provision for) income taxes	277		(653)		0.2	%	(0.7)	%	(142.4)	%
Net loss from continuing operations	$	(18,177)	$	(20,664)	(15.3)	%	(21.4)	%	(12.0)	%
Net income from discontinued operations	—		832		—	%	0.9	%	(100.0)	%
Net loss	$	(18,177)	$	(19,832)	(15.3)	%	(20.5)	%	(8.3)	%

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Consolidated Results (continued):



	Nine Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Revenues, net:
Subscription service	$	215,076	$	143,160	64.1	%	58.4	%	50.2	%
Hardware	78,602		60,992		23.4	%	24.9	%	28.9	%

Professional service	41,768		40,825		12.5	%	16.7	%	2.3	%
Total revenues, net	$	335,446	$	244,977	100.0	%	100.0	%	36.9	%

Gross margin:
Subscription service	$	120,601	$	76,736	36.0	%	31.3	%	57.2	%
Hardware	18,027		14,405		5.4	%	5.9	%	25.1	%

Professional service	9,921		9,976		3.0	%	4.1	%	(0.6)	%
Total gross margin	$	148,549	$	101,117	44.3	%	41.3	%	46.9	%

Operating expenses:
Sales and marketing	$	36,534	$	31,237	10.9	%	12.8	%	17.0	%
General and administrative	92,706		77,896		27.6	%	31.8	%	19.0	%
Research and development	59,977		49,826		17.9	%	20.3	%	20.4	%
Amortization of identifiable intangible assets	10,042		5,577		3.0	%	2.3	%	80.1	%
Adjustment to contingent consideration liability	—		(600)		—	%	(0.2)	%	(100.0)	%
Gain on insurance proceeds	—		(147)		—	%	(0.1)	%	(100.0)	%
Total operating expenses	$	199,259	$	163,789	59.4	%	66.9	%	21.7	%

Operating loss	$	(50,710)	$	(62,672)	(15.1)	%	(25.6)	%	(19.1)	%
Other expense, net	(808)		(1,710)		(0.2)	%	(0.7)	%	(52.7)	%
Interest expense, net	(4,507)		(6,755)		(1.3)	%	(2.8)	%	(33.3)	%
Loss on extinguishment of debt	(5,791)		—		(1.7)	%	—	%	—	%
Loss from continuing operations before income taxes	(61,816)		(71,137)		(18.4)	%	(29.0)	%	(13.1)	%
(Provision for) benefit from income taxes	(1,948)		6,520		(0.6)	%	2.7	%	(129.9)	%
Net loss from continuing operations	$	(63,764)	$	(64,617)	(19.0)	%	(26.4)	%	(1.3)	%
Net income from discontinued operations	197		80,687		0.1	%	32.9	%	(99.8)	%
Net (loss) income	$	(63,567)	$	16,070	(18.9)	%	6.6	%	(495.6)	%

Revenues, Net


	Three Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Subscription service	$	74,763	$	59,909	62.7	%	61.9	%	24.8	%
Hardware	29,895		22,650		25.1	%	23.4	%	32.0	%

Professional service	14,525		14,195		12.2	%	14.7	%	2.3	%
Total revenues, net	$	119,183	$	96,754	100.0	%	100.0	%	23.2	%

For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Total revenues were $119.2 million for the three months ended September 30, 2025, an increase of $22.4

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million or 23.2% compared to $96.8 million for the three months ended September 30, 2024.

Subscription service revenues were $74.8 million for the three months ended September 30, 2025, an increase of $14.9 million or 24.8% compared to $59.9 million for the three months ended September 30, 2024. The increase was driven by increased Engagement Cloud subscription service revenues of $8.4 million, of which $2.4 million was attributable to inorganic revenue growth due to the inclusion of approximately one additional month of revenue from the Plexure product line in the current period and from customer contracts acquired in the GoSkip Asset Acquisition (now integrated into the PAR Retail product line). The residual increase of $6.0 million from Engagement Cloud subscription service revenues was primarily driven by 9.1% organic growth in average revenue per site through cross-selling initiatives, upselling, and price increases. Operator Cloud subscription service revenues increased $6.5 million, of which $4.2 million was attributable to inorganic revenue growth contributed by the Delaget product line and the inclusion of approximately one additional month of revenue from the TASK product line in the current period. The residual increase of $2.3 million from Operator Cloud subscription services was primarily driven by 7.3% organic growth in active sites.

Hardware revenues were $29.9 million for the three months ended September 30, 2025, an increase of $7.2 million or 32.0% compared to $22.7 million for the three months ended September 30, 2024. The increase was primarily driven by increased revenues from sales of peripherals (scanners, printers, and components) of $3.0 million, kiosks of $1.3 million, kitchen display systems of $0.8 million, and an increase in international sales of $2.1 million. These increases were substantially driven by increased sales volume resulting from customer demand that was pulled forward in advance of anticipated tariff impacts, as well as the timing of tier-one enterprise customer hardware refresh cycles and the onboarding of Operator Cloud customers purchasing hardware. Hardware revenues will continue to be affected by the timing of the aforementioned drivers.

Professional service revenues were $14.5 million for the three months ended September 30, 2025, which remained relatively unchanged from $14.2 million for the three months ended September 30, 2024.


	Nine Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Subscription service	$	215,076	$	143,160	64.1	%	58.4	%	50.2	%
Hardware	78,602		60,992		23.4	%	24.9	%	28.9	%

Professional service	41,768		40,825		12.5	%	16.7	%	2.3	%
Total revenues, net	$	335,446	$	244,977	100.0	%	100.0	%	36.9	%

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Total revenues were $335.4 million for the nine months ended September 30, 2025, an increase of $90.5 million or 36.9% compared to $245.0 million for the nine months ended September 30, 2024.

Subscription service revenues were $215.1 million for the nine months ended September 30, 2025, an increase of $71.9 million or 50.2% compared to $143.2 million for the nine months ended September 30, 2024. The increase was substantially driven by increased Engagement Cloud subscription service revenues of $48.1 million, of which $30.7 million was attributable to inorganic revenue growth due to the inclusion of approximately six additional months of revenue from the Plexure product line and two additional months of revenue from the existing PAR Retail business in the current period, and from customer contracts acquired in the GoSkip Asset Acquisition. The residual increase of $17.4 million from Engagement Cloud subscription services was driven by organic growth in both active sites and average revenue per site through cross-selling initiatives, upselling, and price increases. Operator Cloud subscription service revenues increased $23.8 million, of which $16.2 million was attributable to inorganic revenue growth contributed by the Delaget product line and the inclusion of approximately six additional months of revenue from the TASK product line in the current period. The residual increase of $7.6 million from Operator Cloud subscription services was primarily driven by organic growth in active sites.

Hardware revenues were $78.6 million for the nine months ended September 30, 2025, an increase of $17.6 million or 28.9% compared to $61.0 million for the nine months ended September 30, 2024. The increase was primarily driven by increased revenues from sales of terminals of $4.5 million, peripherals (scanners, printers, and components) of $4.1 million, kitchen display systems of $2.6 million, kiosks of $1.9 million, and an increase in international sales of $3.4 million. These increases were substantially driven by increased sales volume resulting from customer demand that was pulled forward in advance of anticipated tariff impacts, as well as the timing of tier-

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one enterprise customer hardware refresh cycles and the onboarding of Operator Cloud customers purchasing hardware. Hardware revenues will continue to be affected by the timing of the aforementioned drivers.

Professional service revenues were $41.8 million for the nine months ended September 30, 2025, which remained relatively unchanged from $40.8 million for the nine months ended September 30, 2024.

Gross Margin


	Three Months Ended September 30,				Gross Margin Percentage				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Subscription service	$	41,332	$	33,120	55.3	%	55.3	%	—	bps
Hardware	5,328		5,772		17.8	%	25.5	%	(770)	bps

Professional service	2,555		4,139		17.6	%	29.2	%	(1,160)	bps
Total gross margin	$	49,215	$	43,031	41.3	%	44.5	%	(320)	bps

For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Total gross margin as a percentage of total revenue for the three months ended September 30, 2025, decreased to 41.3% as compared to 44.5% for the three months ended September 30, 2024.

Subscription service gross margin as a percentage of subscription service revenue for the three months ended September 30, 2025, remained consistent at 55.3% as compared to 55.3% for the three months ended September 30, 2024.

Hardware gross margin as a percentage of hardware revenue for the three months ended September 30, 2025, decreased to 17.8% as compared to 25.5% for the three months ended September 30, 2024. The decrease was primarily driven by increased supply chain costs resulting from recently implemented U.S. tariff policies. The Company began implementing pricing adjustments during the quarter to mitigate the impact of tariffs in future periods.

Professional service gross margin as a percentage of professional service revenue for the three months ended September 30, 2025, decreased to 17.6% as compared to 29.2% for the three months ended September 30, 2024. The decrease was primarily driven by discounts and incentives on SaaS implementations to facilitate the adoption of our recurring subscription revenue streams.


	Nine Months Ended September 30,				Gross Margin Percentage				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Subscription service	$	120,601	$	76,736	56.1	%	53.6	%	250	bps
Hardware	18,027		14,405		22.9	%	23.6	%	(70)	bps

Professional service	9,921		9,976		23.8	%	24.4	%	(60)	bps
Total gross margin	$	148,549	$	101,117	44.3	%	41.3	%	300	bps

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Total gross margin as a percentage of revenue for the nine months ended September 30, 2025, increased to 44.3% as compared to 41.3% for the nine months ended September 30, 2024.

Subscription service margin as a percentage of subscription service revenue for the nine months ended September 30, 2025, increased to 56.1% as compared to 53.6% for the nine months ended September 30, 2024. The increase was substantially driven by a continued focus on efficiency improvements with our hosting and customer support costs, as well as improved gross margins stemming from post-acquisition operations of the Delaget product line and the inclusion of approximately two additional months of PAR Retail product line results in the current period.

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Hardware margin as a percentage of hardware revenue for the nine months ended September 30, 2025, decreased to 22.9% as compared to 23.6% for the nine months ended September 30, 2024. The decrease was primarily driven by increased supply chain costs resulting from recently implemented U.S. tariff policies, partially offset by a year-over-year reduction in compensation expense as we aligned our hardware-related workforce with organizational priorities. The Company began implementing pricing adjustments during the quarter to mitigate the impact of tariffs in future periods.

Professional service margin as a percentage of professional service revenue for the nine months ended September 30, 2025, was relatively unchanged at 23.8% as compared to 24.4% for the nine months ended September 30, 2024.

Sales and Marketing Expense ("S&M")


	Three Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Sales and marketing	$	12,478	$	10,500	10.5	%	10.9	%	18.8	%

For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

S&M expenses were $12.5 million for the three months ended September 30, 2025, an increase of $2.0 million or 18.8% compared to $10.5 million for the three months ended September 30, 2024. The increase was substantially driven by a $1.3 million increase in inorganic S&M expense stemming from post-acquisition operations of the Delaget product line and the inclusion of approximately one additional month of TASK Group S&M expense in the current period. Organic S&M expense increased by $0.7 million, primarily driven by a $0.4 million increase in marketing event spend and a $0.3 million increase in compensation and consulting costs to support cross-sell initiatives across our customer base.


	Nine Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Sales and marketing	$	36,534	$	31,237	10.9	%	12.8	%	17.0	%

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

S&M expenses were $36.5 million for the nine months ended September 30, 2025, an increase of $5.3 million or 17.0% compared to $31.2 million for the nine months ended September 30, 2024. The increase was entirely driven by a $5.5 million increase in inorganic S&M expense stemming from post-acquisition operations of the Delaget product line and the inclusion of approximately six additional months of TASK Group S&M expense and two additional months of PAR Retail S&M expense in the current period. Organic S&M expense decreased by $0.2 million.

General and Administrative Expense ("G&A")


	Three Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
General and administrative	$	31,725	$	27,352	26.6	%	28.3	%	16.0	%

For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

G&A expenses were $31.7 million for the three months ended September 30, 2025, an increase of $4.4 million or 16.0% compared to $27.4 million for the three months ended September 30, 2024. The increase was substantially driven by certain non-cash or non-recurring expenses consisting of a $1.9 million litigation expense in the current period and a $1.5 million increase in stock-based compensation expense. The residual increase of $1.0 million was primarily driven by a $0.9 million increase in inorganic G&A expense stemming from post-acquisition

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operations of the Delaget product line and the inclusion of approximately one additional month of TASK Group G&A expense in the current period.


	Nine Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
General and administrative	$	92,706	$	77,896	27.6	%	31.8	%	19.0	%

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

G&A expenses were $92.7 million for the nine months ended September 30, 2025, an increase of $14.8 million or 19.0% compared to $77.9 million for the nine months ended September 30, 2024. The increase was substantially driven by an $11.1 million increase in inorganic G&A expense stemming from post-acquisition operations of the Delaget product line, the inclusion of approximately six additional months of TASK Group G&A expense and two additional months of PAR Retail G&A expense in the current period. The residual $3.7 million increase was primarily driven by certain non-cash or non-recurring expenses consisting of a $5.0 million increase in stock-based compensation expense and a $3.3 million litigation expense in the current period, partially offset by a $3.9 million decrease in costs related to transaction due diligence and $0.5 million decrease in one-time severance costs.

Research and Development Expenses ("R&D")


	Three Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Research and development	$	19,276	$	17,821	16.2	%	18.4	%	8.2	%

For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

R&D expenses were $19.3 million for the three months ended September 30, 2025, an increase of $1.5 million or 8.2% compared to $17.8 million for the three months ended September 30, 2024. The increase was entirely driven by a $1.7 million increase in inorganic R&D expense stemming from post-acquisition operations of the Delaget product line, the inclusion of approximately one additional month of TASK Group R&D expense in the current period, and R&D expense resulting from the integration of assets acquired in the GoSkip Asset Acquisition. Organic R&D expense decreased by $0.2 million.


	Nine Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Research and development	$	59,977	$	49,826	17.9	%	20.3	%	20.4	%

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

R&D expenses were $60.0 million for the nine months ended September 30, 2025, an increase of $10.2 million or 20.4% compared to $49.8 million for the nine months ended September 30, 2024. The increase was substantially driven by an $8.1 million increase in inorganic R&D expense stemming from post-acquisition operations of the Delaget product line, the inclusion of approximately six additional months of TASK Group R&D expense and two additional months of PAR Retail R&D expense in the current period, and R&D expense resulting from the integration of assets acquired in the GoSkip Asset Acquisition. Organic R&D expense increased by $2.1 million primarily driven by higher outsourced development costs as we continue to improve and diversify our product and service offerings.

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Other Operating Expenses


	Three Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Amortization of identifiable intangible assets	$	3,389	$	2,699	2.8	%	2.8	%	25.6	%

Gain on insurance proceeds	—		(147)		—	%	(0.2)	%	(100.0)	%

For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Amortization of identifiable intangible assets was $3.4 million for the three months ended September 30, 2025, an increase of $0.7 million as compared to $2.7 million for the three months ended September 30, 2024. The increase was primarily driven by an increase in amortizable intangible assets stemming from the Delaget Acquisition and the GoSkip Asset Acquisition.

Gain on insurance proceeds was $0.1 million for the three months ended September 30, 2024, the result of $0.1 million in proceeds received from the settlement of a legacy insurance claim. There was no comparable gain for the three months ended September 30, 2025.


	Nine Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Amortization of identifiable intangible assets	$	10,042	$	5,577	3.0	%	2.3	%	80.1	%
Adjustment to contingent consideration liability	—		(600)		—	%	(0.2)	%	(100.0)	%
Gain on insurance proceeds	—		(147)		—	%	(0.1)	%	(100.0)	%

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Amortization of identifiable intangible assets was $10.0 million for the nine months ended September 30, 2025, an increase of $4.5 million as compared to $5.6 million for the nine months ended September 30, 2024. The increase was primarily driven by an increase in amortizable intangible assets stemming from the Stuzo Acquisition, TASK Group Acquisition, Delaget Acquisition, and GoSkip Asset Acquisition.

Included in operating expenses for the nine months ended September 30, 2024 was a $0.6 million decrease to the fair value of the contingent consideration liability for certain post-closing revenue focused milestones from the MENU Acquisition. There was no comparable adjustment to contingent consideration liability for the nine months ended September 30, 2025.

Gain on insurance proceeds was $0.1 million for the nine months ended September 30, 2024, the result of $0.1 million in proceeds received from the settlement of a legacy insurance claim. There was no comparable gain for the nine months ended September 30, 2025.

Other Income (Expense), Net


	Three Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Other income (expense), net	$	664	$	(1,400)	0.6	%	(1.4)	%	(147.4)	%

For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Other income, net was $0.7 million for the three months ended September 30, 2025, a change of $2.1 million compared to other expense, net of $1.4 million for the three months ended September 30, 2024. The change was substantially driven by foreign currency transaction fluctuations, with net foreign currency gains recognized in the current period compared to net losses in the prior period.

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	Nine Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Other expense, net	$	(808)	$	(1,710)	(0.2)	%	(0.7)	%	(52.7)	%

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Other expense, net was $0.8 million for the nine months ended September 30, 2025, a decrease of $0.9 million compared to $1.7 million for the nine months ended September 30, 2024. The decrease was substantially driven by a decrease in net foreign currency transaction losses.

Interest Expense, Net


	Three Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Interest expense, net	$	(1,465)	$	(3,417)	(1.2)	%	(3.5)	%	(57.1)	%

For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Interest expense, net was $1.5 million for the three months ended September 30, 2025, a decrease of $2.0 million compared to $3.4 million for the three months ended September 30, 2024. The decrease was driven by the replacement of the Credit Facility with the 2030 Notes, which bear a lower interest rate.


	Nine Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Interest expense, net	$	(4,507)	$	(6,755)	(1.3)	%	(2.8)	%	(33.3)	%

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Interest expense, net was $4.5 million for the nine months ended September 30, 2025, a decrease of $2.2 million compared to $6.8 million for the nine months ended September 30, 2024. The decrease was driven by the replacement of the Credit Facility with the 2030 Notes, which bear a lower interest rate.

Loss on Extinguishment of Debt

For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

There was no loss on extinguishment of debt for the three months ended September 30, 2025, or the three months ended September 30, 2024.


	Nine Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Loss on extinguishment of debt	$	(5,791)	$	—	(1.7)	%	—	%	—	%

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Loss on extinguishment of debt was $5.8 million for the nine months ended September 30, 2025, related to early repayment of the Credit Facility. There was no comparable loss on extinguishment of debt for the nine months ended September 30, 2024.

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Taxes


	Three Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Benefit from (provision for) income taxes	$	277	$	(653)	0.2	%	(0.7)	%	(142.4)	%

For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Benefit from income taxes was $0.3 million for the three months ended September 30, 2025, a change of $0.9 million as compared to provision for income taxes of $0.7 million for the three months ended September 30, 2024. The change was primarily driven by the recognition of a deferred income tax benefit in the current quarter, partially offset by an increase in foreign income tax expense.


	Nine Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
(Provision for) benefit from income taxes	$	(1,948)	$	6,520	(0.6)	%	2.7	%	(129.9)	%

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Provision for income taxes was $1.9 million for the nine months ended September 30, 2025, a change of $8.5 million as compared to a benefit from income taxes of $6.5 million for the nine months ended September 30, 2024. The change was primarily driven by the absence of a one-time benefit recorded in the prior year, resulting from a reduction in the valuation allowance related to deferred tax liabilities established in connection with the Stuzo Acquisition. The provision recorded during the nine months ended September 30, 2025 primarily related to foreign and state income tax expense.

Net Income from Discontinued Operations


	Three Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Net income from discontinued operations	$	—	$	832	—	%	0.9	%	(100.0)	%

For the three months ended September 30, 2025 compared to the three months ended September 30, 2024

Net income from discontinued operations was $0.8 million for the three months ended September 30, 2024, due to a gain from divestiture of Rome Research Corporation ("RRC"). There was no comparable net income from discontinued operations for the three months ended September 30, 2025.


	Nine Months Ended September 30,				Percentage of total revenue				Increase (decrease)
(in thousands)	2025		2024		2025		2024		2025 vs 2024
Net income from discontinued operations	$	197	$	80,687	0.1	%	32.9	%	(99.8)	%

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

Net income from discontinued operations was $0.2 million for the nine months ended September 30, 2025, a decrease of $80.5 million as compared to $80.7 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2024, a $77.2 million gain from the divestiture of PAR Government Systems Corporation ("PGSC") and RRC was recognized. The residual amount represents PGSC and RRC operating income, offset by a provision for income taxes relating to the gain from the divestiture of PGSC and RRC. During the nine months ended September 30, 2025, a $0.2 million gain from the divestiture of RRC was recognized as a result of a favorable net working capital settlement.

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Key Performance Indicators and Non-GAAP Financial Measures:

We monitor certain key performance indicators and non-GAAP financial measures in the evaluation and management of our business; certain key performance indicators and non-GAAP financial measures are provided in this Quarterly Report because we believe they are useful in facilitating period-to-period comparisons of our business performance. Key performance indicators and non-GAAP financial measures do not reflect and should be viewed independently of our financial performance determined in accordance with GAAP. Key performance indicators and non-GAAP financial measures are not forecasts or indicators of future or expected results and should not have undue reliance placed upon them by investors.

Key Performance Indicators

Within this Quarterly Report the Company makes reference to annual recurring revenue, or ARR, and active sites, which are both key performance indicators. The Company uses ARR and active sites as key performance indicators of the scale of our subscription services for both new and existing customers.

ARR is the annualized revenue from our subscription services, which includes subscription fees for our SaaS solutions and related support, managed platform development services, and transaction-based fees for payment processing services. We generally calculate ARR by annualizing the monthly recurring revenue for all active sites as of the last day of each month for the respective reporting period. ARR is an operating measure, it does not reflect our revenue determined in accordance with GAAP, and ARR should be viewed independently of, and not combined with or substituted for, our revenue and other financial information determined in accordance with GAAP. Further, ARR is not a forecast of future revenue and investors should not place undue reliance on ARR as an indicator of our future or expected results. Our reported ARR is based on a constant currency, using the exchange rates established at the beginning of the year and consistently applied throughout the period and to comparative periods presented. The table below presents our ARR on a constant currency basis, calculated using the exchange rates set at the beginning of 2025. For acquisitions made during each period, the constant currency rate applied is the exchange rate at the date of each acquisition's closure. Using the exchange rates established during the prior period, Engagement Cloud ARR as of September 30, 2024 was $2.9 million higher than the constant currency ARR reported below. Operator Cloud ARR as of September 30, 2024 was $0.5 million higher than the constant currency ARR reported below.

Active sites represent locations active on our subscription services as of the last day of the respective reporting period. Our key performance indicators ARR and active sites are presented as two subscription service product lines:

•Engagement Cloud consisting of PAR Engagement (Punchh and PAR Ordering), PAR Retail (including GoSkip), and Plexure product offerings.

•Operator Cloud consisting of PAR POS, PAR Pay, PAR OPS (Data Central and Delaget), and TASK product offerings.

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Annual Recurring Revenue


	As of September 30,				Increase (decrease)
(in thousands)	2025		2024		2025 vs 2024
Engagement Cloud:
Organic	$	174,691	$	151,785	15.1	%
Inorganic*	2,100		—		—	%
Total Engagement Cloud	176,791		151,785		16.5	%

Operator Cloud:
Organic	105,832		92,942		13.9	%
Inorganic**	15,766		—		—	%
Total Operator Cloud	121,598		92,942		30.8	%
Total	$	298,389	$	244,727	21.9	%

*Inorganic Engagement Cloud ARR represents GoSkip ARR only as of September 30, 2025.

**Inorganic Operator Cloud ARR represents Delaget ARR only as of September 30, 2025.

Active Sites


	As of September 30,		Increase (decrease)
(in thousands)	2025	2024	2025 vs 2024
Engagement Cloud:
Organic	120.4	117.8	2.2	%
Inorganic*	0.6	—	—	%
Total Engagement Cloud	121.0	117.8	2.7	%

Operator Cloud:
Organic	35.1	32.7	7.3	%
Inorganic**	23.1	—	—	%
Total Operator Cloud	58.2	32.7	78.0	%

*Inorganic Engagement Cloud active sites represents GoSkip active sites only as of September 30, 2025.

**Inorganic Operator Cloud active sites represents Delaget active sites only as of September 30, 2025.

Non-GAAP Financial Measures

In addition to disclosing financial results in accordance with GAAP, this Quarterly Report contains references to the non-GAAP financial measures below. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance, enable comparison of financial trends and results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance. Our non-GAAP financial measures reflect adjustments based on one or more of the following items below. The income tax effect of the below adjustments, with the exception of non-recurring income taxes, were not tax-effected due to the valuation allowance on all of our net deferred tax assets.

Our non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated. Additionally, these measures may not be comparable to similarly titled measures disclosed by other companies.

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Non-GAAP Measure or Adjustment	Definition	Usefulness to management and investors
Non-GAAP subscription service gross margin percentage	Represents subscription service gross margin percentage adjusted to exclude amortization from acquired and internally developed software, stock-based compensation, and severance.	We believe that non-GAAP subscription service gross margin percentage and adjusted EBITDA provide useful perspectives with respect to the Company's core operating performance and ongoing cash earnings by adjusting for certain non-cash and non-recurring charges that may not be indicative of our financial performance.

Adjusted EBITDA	Represents net (loss) income before income taxes, interest expense, and depreciation and amortization adjusted to exclude discontinued operations, stock-based compensation, contingent consideration, transaction costs, gain on insurance proceeds, severance, impairment loss, litigation expense, loss on extinguishment of debt, and other (income) expense, net.
Non-GAAP diluted net income (loss) per share	Represents net (loss) income per share excluding amortization of acquired intangible assets, non-recurring income taxes, non-cash interest, discontinued operations, stock-based compensation, contingent consideration, transaction costs, gain on insurance proceeds, severance, impairment loss, litigation expense, loss on extinguishment of debt, and other (income) expense, net.	We believe that adjusting our diluted net (loss) income per share to remove non-cash and non-recurring charges provides a useful perspective with respect to the Company's operating performance as well as comparisons to past and competitor operating results.
Stock-based compensation	Consists of non-cash charges related to our employee equity incentive plans.	We exclude stock-based compensation because management does not view these non-cash charges as part of our core operating performance. This adjustment facilitates a useful evaluation of our current operating performance as well as comparisons to past and competitor operating results.
Contingent consideration	Adjustment reflects a non-cash reduction to the fair market value of the contingent consideration liability related to the MENU Acquisition.	We exclude changes to the fair market value of our contingent consideration liability because management does not view these non-cash, non-recurring charges as part of our core operating performance. This adjustment facilitates a useful evaluation of our current operating performance as well as comparisons to past and competitor operating results.
Transaction costs	Adjustment reflects non-recurring professional fees incurred in transaction due diligence and integration, including costs incurred in the acquisitions of Stuzo, TASK Group, and Delaget.	We exclude professional fees incurred in corporate development because management does not view these non-recurring charges, which are inconsistent in size and are significantly impacted by the timing and valuation of our transactions, as part of our core operating performance. This adjustment facilitates a useful evaluation of our current operating performance, comparisons to past and competitor operating results, and additional means to evaluate expense trends.

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Non-GAAP Measure or Adjustment	Definition	Usefulness to management and investors
Severance	Adjustment reflects severance tied to non-recurring restructuring events included in cost of sales, sales and marketing expense, general and administrative expense, and research and development expense.	We exclude these non-recurring adjustments because management does not view these costs as part of our core operating performance. These adjustments facilitate a useful evaluation of our current operating performance as well as comparisons to past and competitor operating results.
Gain on insurance proceeds	Adjustment reflects the gain on insurance proceeds due to the settlement of legacy claims.
Litigation expense	Adjustment reflects non-recurring legal fees incurred in connection with certain litigation matters.
Loss on extinguishment of debt	Adjustment reflects loss on extinguishment of debt related to the early repayment of the Credit Facility.
Discontinued operations	Adjustment reflects income from discontinued operations related to the divestiture of our Government segment.
Impairment loss	Adjustment reflects impairment loss included in general and administrative expense related to the discontinuance of the Brink POS trade name.
Other (income) expense, net	Adjustment reflects foreign currency transaction gains and losses and other non-recurring income and expenses recorded in other expense, net in the accompanying statements of operations.
Non-recurring income taxes	Adjustment reflects a partial release of our deferred tax asset valuation allowance resulting from the Stuzo Acquisition.	We exclude these non-cash and non-recurring adjustments for purposes of calculating non-GAAP diluted net income (loss) per share because management does not view these costs as part of our core operating performance. These adjustments facilitate a useful evaluation of our current operating performance, comparisons to past and competitor operating results, and additional means to evaluate expense trends.
Non-cash interest	Adjustment reflects non-cash amortization of issuance costs and discount related to the Company's long-term debt.
Acquired intangible assets amortization	Adjustment reflects amortization expense of acquired developed technology included within cost of sales and amortization expense of acquired intangible assets.

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The tables below provide reconciliations between net (loss) income and adjusted EBITDA, diluted net (loss) income per share and non-GAAP diluted net income (loss) per share, and subscription service gross margin percentage and non-GAAP subscription service gross margin percentage. Amounts presented in the reconciliations and other tables presented herein may not sum due to rounding.


(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
Reconciliation of Net (Loss) Income to Adjusted EBITDA	2025		2024		2025		2024
Net (loss) income	$	(18,177)	$	(19,832)	$	(63,567)	$	16,070
Discontinued operations	—		(832)		(197)		(80,687)
Net loss from continuing operations	(18,177)		(20,664)		(63,764)		(64,617)
(Benefit from) provision for income taxes	(277)		653		1,948		(6,520)
Interest expense, net	1,465		3,417		4,507		6,755
Depreciation and amortization	12,471		10,575		36,768		26,702

Stock-based compensation	7,821		5,887		22,889		16,583
Contingent consideration	—		—		—		(600)
Transaction costs	1,171		1,125		2,887		6,103
Gain on insurance proceeds	—		(147)		—		(147)
Severance	123		(48)		833		1,680
Impairment loss	—		225		—		225
Litigation expense	1,907		—		3,254		—
Loss on extinguishment of debt	—		—		5,791		—
Other (income) expense, net	(664)		1,400		808		1,710
Adjusted EBITDA	$	5,840	$	2,423	$	15,921	$	(12,126)


(in thousands, except per share amounts)	Three Months Ended September 30,				Nine Months Ended September 30,
Reconciliation between GAAP and Non-GAAP Diluted Net Income (Loss) per share	2025		2024		2025		2024

























Diluted net (loss) income per share	$	(0.45)	$	(0.56)	$	(1.58)	$	0.48
Discontinued operations	—		(0.02)		—		(2.38)
Diluted net loss per share from continuing operations	(0.45)		(0.58)		(1.58)		(1.90)
Non-recurring income taxes	—		—		—		(0.23)
Non-cash interest	0.01		0.02		0.04		0.05
Acquired intangible assets amortization	0.24		0.23		0.72		0.59
Stock-based compensation	0.19		0.16		0.57		0.49
Contingent consideration	—		—		—		(0.02)
Transaction costs	0.03		0.03		0.07		0.18
Gain on insurance proceeds	—		—		—		—
Severance	—		—		0.02		0.05
Impairment loss	—		0.01		—		0.01
Litigation expense	0.05		—		0.08		—
Loss on extinguishment of debt	—		—		0.14		—
Other (income) expense, net	(0.02)		0.04		0.02		0.05
Non-GAAP diluted net income (loss) per share	$	0.06	$	(0.09)	$	0.08	$	(0.74)

Diluted weighted average shares outstanding	40,582		35,865		40,427		33,931

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(in thousands, except percentages)	Three Months Ended September 30,						Nine Months Ended September 30,
Reconciliation between GAAP and Non-GAAP Subscription Service Gross Margin Percentage	2025			2024			2025			2024
Subscription Service Gross Margin Percentage	55.3		%	55.3		%	56.1		%	53.6		%
Subscription Service Gross Margin	$	41,332		$	33,120		$	120,601		$	76,736
Depreciation and amortization	7,996			6,781			23,427			18,041
Stock-based compensation	135			82			433			208
Severance	—			29			—			84
Non-GAAP Subscription Service Gross Margin	$	49,463		$	40,012		$	144,461		$	95,069





Non-GAAP Subscription Service Gross Margin Percentage	66.2		%	66.8		%	67.2		%	66.4		%

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash and cash equivalents. As of September 30, 2025, we had cash and cash equivalents of $92.5 million. Cash and cash equivalents consist of highly liquid investments with maturities of 90 days or less, including money market funds.

Cash used in operating activities was $15.4 million for the nine months ended September 30, 2025, compared to $28.6 million for the nine months ended September 30, 2024. The decrease in cash used in operating activities was primarily driven by improved profitability from our core operations.

Cash used in investing activities was $10.9 million for the nine months ended September 30, 2025 compared to $178.1 million for the nine months ended September 30, 2024. Cash used in investing activities during the nine months ended September 30, 2025 included $4.3 million of cash consideration paid in connection with the GoSkip Asset Acquisition, capital expenditures of $2.5 million for fixed assets, and capital expenditures of $4.2 million for developed technology costs associated with our software platforms. The greater amount of cash used in investing activities during the nine months ended September 30, 2024 was largely driven by the Stuzo Acquisition and the TASK Acquisition during that period, which was partially offset by $92.1 million of cash consideration received in connection with the divestiture of PGSC and RRC, and $24.9 million of proceeds from net sales of short-term held-to-maturity investments.

Cash provided by financing activities was $11.5 million for the nine months ended September 30, 2025, compared to $279.3 million for the nine months ended September 30, 2024. Cash provided by financing activities during the nine months ended September 30, 2025 primarily consisted of the net proceeds from the sale of the 2030 Notes of $111.1 million (net of issuance costs), partially offset by the repayment in full of $90 million principal amount outstanding under the Credit Facility plus accrued interest and prepayment premium. Cash provided by financing activities during the nine months ended September 30, 2024 primarily consisted of a private placement of common stock of $194.5 million (net of issuance costs) and $87.3 million (net of issuance costs) from the Credit Facility. We do not have any off-balance sheet arrangements or obligations.

We expect our available cash and cash equivalents will be sufficient to meet our operating needs for at least the next 12 months. Over the next 12 months our total contractual obligations are $67.5 million, consisting of purchase commitments for normal operations (purchase of inventory, software licensing, use of external labor, and third-party cloud services) of $38.6 million, interest payments of $6.2 million and principal payments of $20.0 million related to long-term debt, and facility lease obligations of $2.6 million. We expect to fund such commitments with cash provided by operating activities and our sources of liquidity.

Our non-current contractual obligations are $414.7 million, consisting of purchase commitments for normal operations (purchase of inventory, software licensing, use of external labor, and third-party cloud services) of $16.3 million, interest payments of $10.5 million and principal payments of $380.0 million related to long-term debt, and facility leases of $7.9 million. Refer to “Note 8 – Debt” of the notes to interim condensed consolidated financial statements in "Part I, Item 1. Financial Statements (unaudited)" of this Quarterly Report for additional information. We expect to fund such commitments with cash provided by operating activities, our sources of liquidity, and if necessary, equity, equity-linked, or debt financing arrangements.

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Our actual cash needs will depend on many factors, including our rate of revenue growth, growth of our SaaS revenues, the timing and extent of spending to support our product development and acquisition integration efforts, the timing of introductions of new products and enhancements to existing products, market acceptance of our products, and the factors described above in "Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations”, elsewhere in this Quarterly Report, in the 2024 Annual Report, and in our other filings with the SEC.

From time to time, we may seek to raise additional capital through equity, equity-linked, and debt financing arrangements. In addition, our board of directors and management regularly evaluate our business, strategy, and financial plans and prospects. As part of this evaluation, the board of directors and management periodically consider strategic alternatives to maximize value for our shareholders, including strategic transactions such as an acquisition, or a sale or spin-off of non-strategic company assets or businesses. We cannot provide assurance that any additional financing or strategic alternatives will be available to us on acceptable terms or at all.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements are based on the application of accounting principles generally accepted in the United States of America. GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. Valuations based on estimates are reviewed for reasonableness and adequacy on a consistent basis. Significant items subject to these estimates and assumptions include revenue recognition, the recognition and measurement of assets acquired and liabilities assumed in business combinations and asset acquisitions at fair value, identifiable intangible assets and goodwill, valuation allowances for receivables, valuation of excess and obsolete inventories, and classification of discontinued operations. Actual results could differ from these estimates. Our estimates are subject to uncertainties, including those associated with market conditions, risks and trends. Refer to "Part II, Item 1A. Risk Factors" of this Quarterly Report for additional information. Our critical accounting policies have not changed materially from the discussion of those policies included under “Critical Accounting Policies and Estimates” in our 2024 Annual Report.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

Our primary exposures relate to certain non-dollar denominated sales and operating expenses in Canada, Europe, Asia, and Australia. These primary currencies are the Great British Pound, the Euro, the Swiss Franc, the Serbian Dinar, the Australian dollar, the New Zealand dollar, the Singapore dollar, the Canadian dollar, the Indian Rupee, the Japanese Yen, the Polish Zloty, and the Chinese Renminbi. Accordingly, changes in exchange rates may negatively affect our revenue and net (loss) income as expressed in U.S. dollars. We also have foreign currency risk related to foreign currency transactions and monetary assets and liabilities, including intercompany balances denominated in currencies that are not the functional currency. We have experienced and will continue to experience fluctuations in our net (loss) income as a result of gains (losses) on these foreign currency transactions and the remeasurement of monetary assets and liabilities. As of September 30, 2025, the impact of foreign currency exchange rate changes on our revenues and net (loss) income was not material. Additionally, as of September 30, 2025, we estimated that a 10 percent change in exchange rates against the U.S. dollar would not have a material impact on earnings, cash flows, or fair values over a one-year period, and we have not engaged in any foreign currency hedging transactions.

Interest Rate Risk

As of September 30, 2025, we had $20.0 million, $265.0 million, and $115.0 million in aggregate principal amount outstanding on the 2026 Notes, the 2027 Notes, and the 2030 Notes, respectively.

We carry the Senior Notes at face value less unamortized debt issuance costs and discount on the condensed consolidated balance sheets. The fair value of the Senior Notes are subject to interest rate risk, market risk and other factors due to their conversion features. In particular, the fair value of the Senior Notes changes when interest rates change or the market price of our stock fluctuates, with the fair value of the Senior Notes generally increasing as our stock price increases and generally decreasing as our stock price declines. Despite the effects of interest rate and market value changes on the Senior Notes’ fair value, we have no financial statement risk associated with changes in interest rates related to the Senior Notes because they bear interest at fixed rates. At

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September 30, 2025, a hypothetical 10 percent change in interest rates would not have a material impact on earnings or cash flows over a one-year period.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Control Over Financial Reporting

The Company's internal controls over financial reporting included those inherited from the TASK Group Acquisition, which have been evaluated by management and supplemented where deemed appropriate. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, did not identify any other changes that occurred in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The information in Note 11 – "Commitments and Contingencies” of the notes to interim condensed consolidated financial statements in Part I, Item 1. "Financial Statements (unaudited)" is incorporated herein by reference. We do not believe that we have any pending litigation that would have a material adverse effect on our financial condition or results of operations.

Item 1A. RISK FACTORS

The risks described in the Part I, Item 1A. "Risk Factors” section of our 2024 Annual Report could materially and adversely affect our business, financial condition, and results of operations, and the trading price of our common stock could decline. There have been no material changes to the Risk Factors described in our 2024 Annual Report.

Item 5. OTHER INFORMATION

Director and Officer Trading Arrangements

During the three months ended September 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K).

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Item 6. EXHIBITS

Exhibit
Number

Incorporated by reference into

this Quarterly Report on Form 10-Q

Date
Filed or
Furnished

Exhibit Description

Form

Exhibit No.

3.1

Restated Certificate of Incorporation, as currently in effect

Form 8-K (File No.001-09720)

3.2

6/3/2025

3.2

Amended and Restated Bylaws, as currently in effect

Form 8-K (File No.001-09720)

3.3

6/3/2025

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

Filed herewith

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

Filed herewith

32.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350

Furnished herewith

32.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350

Furnished herewith

101.INS

Inline XBRL Instance Document

Filed herewith

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

104

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

Filed herewith

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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.


		PAR TECHNOLOGY CORPORATION
		(Registrant)

Date:	November 6, 2025	/s/ Bryan A. Menar
		Bryan A. Menar
		Chief Financial Officer
		(Principal Financial Officer)