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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)g OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to .

Commission File Number 001-39272

E2open Parent Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware		86-1874570
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

14135 Midway Road, Suite G300 Addison, TX		75001
(address of principal executive offices)		(zip code)
	866-432-6736
	(Registrant's telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	ETWO	New York Stock Exchange

Securities registered pursuant to Section 12(g) of Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 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 definition 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued it audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 31, 2024, the aggregate market value of the registrant's Class A ordinary shares held by non-affiliates of the registrant was $736.7 million based on the closing sale price of $4.48 as reported on The New York Stock Exchange.

As of April 25, 2025, E2open Parent Holdings, Inc. had 310,168,075 shares of Class A common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant's definitive proxy statement, in connection with its 2024 annual meeting of stockholders, to be filed within 120 days after the end of the fiscal year ended February 28, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K.


Auditor Firm Id:	42	Auditor Name:	Ernst & Young LLP	Auditor Location:	Austin, Texas, United States

Table of Contents


		Page
	Glossary of Terms	3
	Forward-Looking Statements	5

PART I
Item 1	Business	6
Item 1A	Risk Factors	11
Item 1B	Unresolved Staff Comments	33
Item 1C	Cybersecurity	33
Item 2	Properties	35
Item 3	Legal Proceedings	36
Item 4	Mine Safety Disclosures	36

PART II		36
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	36
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	59
Item 8	Financial Statements and Supplementary Data	61
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	112
Item 9A	Controls and Procedures	112
Item 9B	Other Information	113
Item 9C	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	113

PART III		113
Item 10	Directors, Executive Officers and Corporate Governance	113
Item 11	Executive Compensation	113
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	113
Item 13	Certain Relationships and Related Transactions, and Director Independence	113
Item 14	Principal Accountant Fees and Services	113

PART IV		113
Item 15	Exhibits and Financial Statement Schedules	113
Item 16	Form 10-K Summary	116

Signatures		117

Glossary of Terms


Abbreviation		Term
ASC		Accounting Standards Codification

BluJay		BluJay TopCo Limited, a private limited liability company registered in England and Wales which owned BluJay Solutions, a cloud-based logistics execution platform company

Business Combination		purchase of E2open Holdings, LLC and its subsidiaries by CCNB1 on February 4, 2021

CC Capital		CC NB Sponsor 1 Holdings LLC

CCNB1		CC Neuberger Principal Holdings I

Class A Common Stock		Class A common stock, par value $0.0001 per share

Class V Common Stock		Class V common stock, par value $0.0001 per share

Common Units		common units represent limited liability company interests of E2open Holdings, LLC, which are non-voting, economic interests in E2open Holdings, LLC. Every economic common unit is tied to one voting share of Class V Common Stock at E2open Holdings Parent, Inc.

Domestication		CCNB1 changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware on February 4, 2021

Forward Purchase Agreement		agreement dated as of April 28, 2020 by and between CCNB1 and Neuberger Berman Opportunistic Capital Solutions Master Fund LP

Forward Purchase Warrants		5,000,000 redeemable warrants purchased pursuant to the Forward Purchase Agreement

Insight Partners		entities affiliated with Insight Venture Management, LLC, including funds under management; controlling shareholder of E2open Holdings, LLC holding less than 50% voting interests

LIBOR		London Interbank Offered Rate

Logistyx		Logistyx Technologies, LLC, a private limited liability company headquartered in Chicago, Illinois, which connects top retailers, manufacturers and logistics providers to more than 550 in-network carriers with strategic parcel shipping and omni-channel fulfillment technology.

nm		not meaningful

NYSE		New York Stock Exchange

OEM		original equipment manufacturer

RCU		restricted common units representing Series 1 and Series 2 of E2open Holdings, LLC

SaaS		software-as-a-service or a software distribution model in which a company hosts applications for clients and makes these applications available to clients via the internet/cloud technology

SCM		omni-channel and supply chain management

SEC		U.S. Securities and Exchange Commission

SOFR		Secured Overnight Financing Rate


Abbreviation		Term
TAM		total addressable market, which is the estimated potential market size for SCM software in North America and Europe

Temasek		Temasek Holdings (Private) Limited

U.S. GAAP		generally accepted accounting principles in the United States

Forward-Looking Statements

This Annual Report on Form 10-K (2025 Form 10-K) contains “forward-looking statements” within the meaning of the federal securities law, and are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and generally can be identified by the use of words such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” and similar expressions or future or conditional verbs. Without limiting the generality of the foregoing, forward-looking statements contained in this document include expectations regarding the future growth, operational and financial performance and business prospects and opportunities.

These forward-looking statements are based on information available as of the date of this 2025 Form 10-K and management's current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of E2open Parent Holdings, Inc (we, our, us, Company or E2open) and outside the control of our directors, officers and affiliates. Accordingly, we can give no assurance that any expectation or belief will result or will be achieved or accomplished. Investors therefore should not place undue reliance on forward-looking statements.

As a result of a number of known and unknown risks and uncertainties, our results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

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the effect of the volatile, negative or uncertain macro-economic and political conditions, tariffs, inflation, changes in interest rates, fluctuation in foreign currency exchange rates and the political effects of these factors on our business, our slowing growth rate, results of operations and financial condition as well as our clients' businesses and levels of business activity;

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the inability to realize the value of the goodwill and intangible assets, which could result in the incurrence of material charges related to the impairment of those assets;

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the inability to develop and market new product innovations and monetize our network;

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the slowing of our growth rate due to lower than anticipated new bookings and higher than expected churn;

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risks associated with our acquisitions, including churn, the ability to maintain client relationships and greater than expected liabilities;

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the inability to attract new clients or upsell/cross sell existing clients or the failure to renew existing client subscriptions on terms favorable to us;

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risks associated with our international operations, including the risks created by geopolitical instability;

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the failure of the market for cloud-based SCM solutions to develop as quickly as we expect or failure to compete successfully in a fragmented and competitive SCM market;

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the diversion of management's attention and consumption of resources as a result of the strategic alternatives process;

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failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

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cyber-attacks and security vulnerabilities;

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inability to attract or retain key employees; and

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certain other factors discussed elsewhere in this 2025 Form 10-K.

All forward-looking statements speak only as of the date of this 2025 Form 10-K and are expressly qualified in their entirety by the cautionary statements included in or incorporated by reference into this 2025 Form 10-K. We do not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as required by law.

For a further discussion of these and other factors that could impact our future results and performance, see Part I, Item 1A, Risk Factors.

PART I

Item 1. Business

Company Overview

We are a world-class provider of cloud-based, end-to-end SCM and orchestration software. Our connected supply chain software platform enables the largest companies to transform the way they make, move and sell goods and services. With a cloud-native global SaaS platform purpose-built for modern supply chains, we connect more than 500,000 manufacturing, logistics, channel and distribution partners across our multi-enterprise network processing over 18 billion transactions annually. Our SaaS platform spans many key strategic and operational areas including omni-channel, demand sensing, supply planning, global trade management, transportation and logistics and manufacturing and supply management. We generate revenue from the sale of software subscriptions and professional services. Our software combines networks, data and applications to provide a deeply embedded, mission-critical platform that allows clients to optimize their channel and supply chains and accelerate their growth, reduce costs, increase visibility and improve resiliency. Given the mission-critical nature of our solutions, we maintain long-term relationships with our clients, which is reflected by our long client tenure. We serve approximately 5,600 clients in all major countries in the world across a wide range of end-markets, including consumer goods, food and beverage, manufacturing, retail, industrial and automotive, aerospace and defense, technology and transportation, among others.

We operate in what we believe is an attractive industry with strong secular tailwinds and a TAM which includes significant whitespace within our current client base. This upsell opportunity within our existing client base is largely driven by their current technology landscape which is often a combination of legacy point solutions and home-grown applications along with a combination of manual processes and spreadsheets. As the process of bringing goods and services to market continues to evolve, supply chains have grown more complex and the need for modern cloud-based solutions has continued to increase. Our SaaS platform has the ability to anticipate disruptions and opportunities in order to help companies improve efficiency, reduce waste and operate sustainably. We believe our cloud-based, end-to-end supply chain software platform offers a differentiated and more connected solution for clients to run a fully integrated supply chain solution providing not just visibility, but the ability to orchestrate their extended supply chain.

Our Platform

Our SaaS platform brings together networks, data, applications and a collaborative user experience to facilitate end-to-end supply chain visibility across omni-channels, planning, execution and procurement and delivers a strong value proposition.

Network

Our network consists of four distinct, but connected, ecosystems: Demand, Supply, Logistics and Global Trade.

Our Demand ecosystem represents the global cohort of partners that brands rely on our network to sell their products. Retailers, distributors, re-sellers and those who sell goods primarily through online channels are grouped under this ecosystem.

Our Supply ecosystem is comprised of partners for the production of goods that brands rely on to manufacture their products, including components, materials and manufacturing capacity. Contract manufacturers, co-packers, component and raw material suppliers across multiple tiers of the manufacturing process are grouped under this ecosystem.

Our Logistics ecosystem includes global logistics services that transport components, raw materials and finished goods across all modes.

Our Global Trade ecosystem allows participants to automate the global movement of goods and facilitate cross-border transactions for businesses, which we believe is increasingly important given the velocity with which import and export laws change on a global scale.

Our network connects participants across all of these ecosystems, enabling clients to analyze data, identify problems proactively and optimize asset efficiency. We are a leading provider with a unique network of ecosystems, and do not rely on third party providers for network information.

Data

Our proprietary algorithms capture, cleanse, normalize and harmonize the data within our network ecosystems that feed our solutions to deliver compelling value to our clients. Additionally, our clients can combine internal and external vendor data with our network to drive informed decision-making based on real-time information. Our ability to capture and harmonize data from our clients and their trading partners in any native format demonstrates the strong capabilities of our software architecture and integrated data model. The combination of network ecosystems, data and applications provides end-to-end supply chain visibility in a way that is unique to our platform and provides cost savings measures for our clients.

Applications

Our end-to-end applications include advanced algorithms with artificial intelligence (AI) to help clients gain insights for enhanced decision-making across channel, supply chain planning, execution and procurement functions. The AI embedded within our applications encompasses a variety of technologies, including supervised machine learning, unsupervised machine learning and generative AI with large language models. Our applications are organized into five product families: Channel, Planning, Global Trade, Logistics and Supply.

Channel: Complete 360-degree view of retail, distribution and online activity with the decision-grade partner data to empower clients to manage incentive programs and retail execution, access and optimize partner performance and measure the return on channel investments.

Planning: Create accurate plans that align demand, supply and inventory across the entire value chain, send changes using real-time data, assess the business impact of deviations, evaluate corrective actions and collaborate with sub-tier partners to put plans into actions.

Global Trade: Manage every aspect of trade on a single platform from import and export duties to free trade agreements, bonded warehouses, custom filings and compliance with government regulations backed by the most comprehensive, up-to-date trade content available.

Logistics: Plan and execute the movement of goods anywhere in the world across any mode of transportation with the agility and resiliency to respond rapidly to changes or disruptions.

Supply: Gain agility and resiliency with multi-tier visibility into supply, including materials and capacity, enable complex direct sourcing and procurement efficiencies and achieve consistent quality and control for both internal and external manufacturing.

Competitive Strengths

World-Class End-to-End Mission Critical Software

We are focused on providing a world-class cloud-based, end-to-end SCM and orchestration software that will provide the full supply chain visibility and solutions needed by our clients.

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Single connected SCM platform for planning and execution, making aligned decisions that consider the realities of our client’s extended supply chain and orchestrating actions across internal and sub-tier ecosystem partners.

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Connected decisions to comply with regulations that increasingly extend to sub-tiers beyond our client’s immediate control, manage risks and disruptions across extended supply chains that impact production and client service, accelerate growth to expand sales and revenue and improve operational efficiencies reducing waste and increasing profitability.

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Largest supply chain operating network that includes all four ecosystems, increasing the likelihood that the partners our clients trade with are already on our network, with reusable connections to lower the barrier, reduce the time to value and cost to implement.

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Full range of best-in-class planning and execution applications on a single platform offering the ability to reduce enterprise complexity, lower integration costs and enable cross-functional workflows to unlock value in more advanced deployments.

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Decades of multi-enterprise experience in understanding complex sub-tier processes to make, move and sell goods as well as design products to operate in multi-enterprise environments which are exponentially more complex than the traditional enterprise approach.

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Decades of experience in deploying artificial intelligence in production at scale, with deep expertise on the corner cases and exception handling required to make applied artificial intelligence in supply chains successful. Our network provides access to sub-tier value chain partner data required to feed artificial intelligence for supply chain decisions and the ability to automate process orchestration across sub-tier parties to put artificial intelligence decision into action.

Strong Network Effects Enhanced by a Flexible and Integrated Data Model

Our core offerings are underpinned by an integrated data model that facilitates the flow and processing of data for participants across several ecosystems and applications. This model facilitates low latency, “many-to-one-to-many” data exchange across trading partner ecosystems. The combination of our integrated and flexible data model along with our connected ecosystems powers our clients' solutions allowing them to efficiently orchestrate their end-to-end supply chains. This architecture is designed to ensure that each participant and data source within these ecosystems enhances our applications, which in turn improves the network and the value we deliver to our clients and participants. Additionally, we believe utilizing our software to efficiently orchestrate our clients' end-to-end supply chains enables our clients to realize significant value and return on investment.

Our software architecture and ability to normalize and harmonize data creates a scalable software platform that can efficiently integrate acquisitions and new product applications seamlessly into a consolidated and holistic SaaS solution. Our software architecture and this ability have been driving forces behind our robust track-record of successful acquisition integrations.

Importantly, we believe there is incremental value we can create by utilizing the data flowing through our network to develop insights that can further help our clients as well as other target markets. We plan to develop a comprehensive strategy to capture this market opportunity and deepen our relationships with clients, which has the potential to meaningfully accelerate revenue growth.

Long-Term Relationships with Diversified, Fortune 1000 Client Base

We deliver solutions for some of the largest global brand owners and manufacturers. Our diverse client base of large enterprise clients spans a broad spectrum of industries including consumer goods, food and beverage, manufacturing, retail, technology and transportation, among others.

Our software is critical to the operations of companies with complex supply chain needs. It not only provides operational efficiencies but also contributes a financial impact through cost reductions and enabling new revenue opportunities. Our clients utilize our highly differentiated solutions to orchestrate their supply chains, which enables them to realize significant value and return on investment, especially in volatile environments.

Clients' focus and satisfaction are the bedrock of our mission. The success of our clients is the cornerstone of our successful growth. As such, we are refocusing our culture and operations around our client-centric approach.

Growth Strategies

We intend to profitably grow our business and create shareholder value through the following strategic initiatives:

Expand Within Existing Clients

We believe there is a significant opportunity to drive growth through expansion of our existing client relationships. Cross-selling represents a strong growth area for us given that we have substantial whitespace within our current client base. Our products and network provide a unique opportunity to facilitate end-to-end SCM. This provides us a significant opportunity to cross-sell additional products to our clients, accelerating growth and strengthening relationships with our installed client base.

Win New Clients

As part of our growth strategy, another key growth lever is winning new clients. We have invested in strategic system integrator partnership initiatives to reach clients we could not previously reach. We are building collaborative go-to-market partnerships with key strategic system integrator partners. Our joint goal is to identify strategic integrator partners' clients carrying out broad digital transformation projects who have supply chain software needs that match well with our vertical market expertise and product value proposition. Additionally, we plan to continue pursuing strategic partnerships and leverage the networks of our board of directors, advisory board and others to elevate conversations with C-level executives at key targets in our pipeline. We also intend to utilize these relationships and networks as well as our own channel reseller and partner network to accelerate growth through the onboarding of new clients.

Strategic Acquisitions

From time to time, we evaluate opportunities to acquire companies that will broaden our product offerings and expand our technology capabilities. Our key strategic acquisition criteria include mission-critical solutions in core markets; complementary cloud applications with minimal product overlap; new client relationships in vertical or geographic markets; and TAM, proprietary data and/or network expansion. We will continue to use this strategic lever as the opportunities arise.

Intellectual Property

We consider the protection of our intellectual property and proprietary information to be an important facet of our business. We own a number of trademarks, patents, copyrights and domain names registered in the United States and abroad that, together, are meaningful to our business, including the e2open, BluJay, Logistyx and INTTRA marks, among others. From time to time, we have pursued enforcement of our intellectual property rights against third parties and expect to do so in the future. In addition, we enter into customary confidentiality and invention assignment agreements with employees and contractors involved in the development of our intellectual property.

Government Regulation and Compliance

We are subject to various laws and regulations of the United States and other jurisdictions, including the European Union, by supranational, national and local government authorities, including with respect to sanctions compliance, privacy laws, labor and employment laws and other laws. In the United States, our global sanctions compliance is monitored by the Office of Foreign Assets Control of the U.S. Treasury Department (OFAC), and certain of our subsidiaries have received a license from OFAC permitting certain business, transactions or other activities involving sanctioned countries. We monitor these regulatory requirements, including the requirements for retaining our OFAC license and our compliance on a regular basis.

Organizational Structure

Our organizational structure is what is commonly referred to as an umbrella partnership C corporation (or Up-C) structure. This organizational structure allows certain owners of E2open Holdings to retain their equity ownership in E2open Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Common Units and Series 2 RCUs. Each continuing owner of E2open Holdings also holds a number of shares of Class V common stock equal to the number of Common Units held by such owner, which has no economic value, but which entitles the holder to one vote per share at any meeting of our shareholders. Those investors who, prior to the Business Combination, held Class A ordinary shares or Class B ordinary shares of CCNB1 and certain other investors and vested option holders, by contrast, hold their equity ownership in the Company, a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes.

Risk Management

Management conducts regular enterprise risk assessments, which are reviewed with the Risk Committee of the board of directors, and then summarized for the board of directors. Enterprise risk assessments include an evaluation of the impact, likelihood, and velocity of risks, which determines the level of oversight necessary, including the use of outside advisors and experts as needed. A management comprised Executive Risk Committee responsible for reviewing and responding to risks also participates in the Disclosure Committee and provides input on relevant disclosure areas. The board of directors has assigned certain risks to board committees, e.g., environmental, social and governance (ESG) to the Nominating, Sustainability and Governance Committee and Enterprise Risk Management to the Risk Committee of the board of directors.

Human Capital

We believe our success in delivering cloud-based, end-to-end SCM software relies on our culture, values, and the creativity and commitment of our people. Each member of our global team performs an integral role within the organization that helps us to successfully manage our operations and serve our clients. We operate in 22 offices across North America, South America, Europe and Asia-Pacific. As of February 28, 2025, we had 3,873 full-time employees with 1,143 in North and South America, 451 in Europe and 2,279 in Asia-Pacific.

Embracing diversity worldwide is integral to finding the best people, not a box to check or standard to meet. This perspective is adopted throughout the Company and reinforced in the U.S. through our annual training on diversity and inclusion and preventing harassment and discrimination.

As a company, we strive to attract, retain, motivate and reward the best possible people. To accomplish this, we offer benefits consistent with best practices in the areas where we operate. For example, in the U.S., our competitive Total Rewards and Health Benefits Program includes the following:

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Fixed base pay;

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Unlimited paid time off;

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Incentive variable bonus plan and equity;

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Retirement plan match;

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Training and career development;

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Paid parental leave; and

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Health benefits - medical, dental, vision, Health Savings Account (HSA) and both long-term and short-term disability.

We invest in our people and strive to maintain a healthy, safe and secure work environment where our employees are treated with respect and dignity. We endeavor to create an inclusive and diverse community that inspires collaboration, integrity, engagement and innovation while offering the opportunity for personal and professional growth. Our culture is built upon our operating principles: be prepared, build relationships on trust and respect, be direct and transparent, learn and operate with intensity, make and meet commitments reliably, always add values and own the results.

We recognize and value the important role of employee training in our long-term growth. We strive to be the best in the industry, which demands the best from each employee. Training starts on day one to help streamline the transition employee onboarding. We created e2immersion, a several hour comprehensive introduction to e2open and how to navigate as a new hire. E2immersion includes new hire material on everything from our applications to compliance procedures. To ensure our employees' ongoing personal and professional growth, we developed e2open University where employees can participate in various online training classes. These training classes are continually updated and new classes are added, so that our employees have a full range of classes available on relevant topics. Each year, our employees receive role-specific training which includes product overviews, anti-harassment, insider trading, cybersecurity awareness, compliance with our Code of Business Conduct and other compliance and industry-specific subjects. E2open University also has courses on leadership and management skills, as well as business planning and application deployments, to name just a few.

We use a framework called e2review to drive our performance review and engagement process. E2review encourages continual open and interactive communication between employees and their managers allowing individual needs to be recognized and met, as well as company goals to be supported. This allows the employee and their manager to establish a professional development plan that facilitates personal employee growth while advancing our strategy.

E2WIN is the e2open Women’s Inclusion Network. It is a global group that is open to employees of any gender identity. E2WIN’s mission is to create a gender equal community at e2open that enables talent of all backgrounds to inspire and empower one another and to build a more equal and inclusive workplace. The objectives of the program are to provide unparalleled support to propel professional development at e2open; allow more opportunities for our employees to connect with each other to grow their support network; and increase attraction, retention and promotion of women at e2open. E2WIN achieves these objectives through several initiatives including a mentoring program, regional and global group meetings, guest speakers, community service and training.

We foster innovation through the annual e2opennovation contest where individuals or teams develop innovative, useful, cost-saving and cutting-edge solutions that benefit clients, us and/or fellow team members. The competition includes two categories: (1) move the needle where innovation advances our three-year strategic goals and (2) hidden gems where innovation showcases work over the past year that elevates us and our clients.

We have global culture and events committees which serve to embrace and share our global culture while generating programs and social activities throughout the year with the goal of helping to unify the team and give back to our communities. We also launched a way for our remote employees to connect and engage through an employee resource group called e2unite. The goal of e2unite is to provide resources for our remote team members to stay connected through technologies, fostering social interactions, aligning team members with our goals, values and operating principles while enhancing the sense of well-being.

We work to keep our employees updated on our developments, achievements and new product offerings through regular All Hands meetings with our senior leadership team. We consistently work to improve the employee experience by addressing feedback collected through our global employee survey as well as various targeted surveys we conduct with managers, new hires and employees leaving the Company. We use Viva Engage as an internal communications tool, enabling employees to connect by posting pictures of holiday and team celebrations, using it to share news about new hires and work anniversaries and otherwise connect in a more personal way.

Financial Information About Industry Segments

We have one reportable segment consisting of cloud-based, end-to-end SCM software and related professional services. All of our activities are interrelated, and we evaluate our performance in total as one segment.

Available Information

Our website address is www.e2open.com. Electronic copies of our SEC filings are available through the Investor Relations tab as soon as practicable after the reports are filed with the SEC. Additionally, our Code of Ethics, Corporate Governance Guidelines, Whistleblower Policy and the charters of our Audit Committee, Compensation Committee, Nominating, Sustainability and Governance Committee, and Risk Committee are located under the Governance tab of the Investor Relations section of our website.

Item 1A. Risk Factors

Risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this 2025 Form 10-K and other public statements we make are described below. Based on the information currently known to us, we believe that the matters discussed below identify the material risk factors affecting our business. However, the risks and uncertainties we face are not limited to those described below. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial, but that could later become material, may also adversely affect our business.

Summary of Risk Factors

The following summarizes risks and uncertainties that could materially adversely affect our business, financial condition, results of operations and stock price. You should read this summary together with the detailed description of each risk factor contained below.

Risks Related to Strategic Alternatives Process

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We cannot assure you that our strategic review will result in any particular outcome, and the strategic review process or its conclusion will not adversely affect our business and our stockholders.

Risks Related to Macroeconomic and Market Competition

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Changes in the global economic environment, tariffs, inflation, elevated interest rates, recessions or prolonged periods of slow economic growth, and economic instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our clients and suppliers.

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Adverse or weakened general economic and market conditions may reduce spending on supply chain technology and information, which could harm our revenue, results of operations and cash flows.

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We face intense competition, and our failure to compete successfully would make it difficult for us to add and retain clients and would impede the growth of our business.

Risks Related to our Indebtedness

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Our substantial level of indebtedness and significant leverage may materially adversely affect our ability to fund our operations and limit our ability to react to changes in the economy or our industry.

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Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

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Our debt agreements contain restrictions that limit our flexibility in operating our business.

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We may not be able to generate sufficient cash to service all of our indebtedness, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

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A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Risks Related to our Business Model and the Markets in Which We Compete

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Our business depends on clients renewing their subscription agreements. Any decline in renewal or net retention rates could harm our future operating results.

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Our largest revenue clients have substantial negotiating leverage, which may require that we agree to terms and conditions that result in increased cost of sales, decreased revenue and lower average selling prices and gross margins, all of which could harm our results of operations.

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Given many of our key clients are large enterprise clients, our sales cycle is longer and more expensive, and we may encounter pricing pressure and implementation and configuration challenges.

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If we are unable to sell products to new clients or to sell additional products or upgrades to our existing clients, it will adversely affect our revenue growth and operating results.

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Our ability to grow our business is dependent in part on the strategic relationships we develop and maintain with third parties.

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Our ability to develop our brand is important for our continued success.

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Delays in implementing our products could adversely impact our business, results of operations, cash flows and financial conditions.

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Because we generally recognize revenue from subscriptions for our services over the term of the subscription, downturns or upturns in new business may not be immediately reflected in our operating results.

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We have experienced rapid growth in historic periods that may not be indicative of our future growth.

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If we fail to maintain adequate operational and financial resources, we may be unable to execute our business plan or maintain high levels of service and client satisfaction.

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Our success depends in part on our ability to develop and market new and enhanced solutions modules, and we may not be able to do so, or do so quickly enough to respond to changes in demand. Even if we anticipate changes in demand, it may be difficult for us to transition existing clients to new versions of our solutions.

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The market for cloud-based SCM solutions is still evolving. If this market develops more slowly than we expect, our revenue may fail to grow or decline, and we may incur additional operating losses.

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Cyber-attacks and security vulnerabilities could result in serious harm to our reputation, business and financial condition.

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If we fail to integrate our products with a variety of operating systems, software applications, platforms and hardware that are developed by others or ourselves, our products may become less competitive or obsolete and our results of operations would be harmed.

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Integration of AI into our software solutions presents a number of risks that could materially affect our financial condition and operations.

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We have a significant amount of goodwill and intangible assets on our balance sheet, and our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets.

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Inability to attract, integrate and retain management and other personnel could adversely impact our business, results of operations, cash flows and financial condition.

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Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.

Risks Related to International Operations

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Because our long-term success depends on our ability to operate our business internationally and increase sales of our products to clients located outside of the United States, our business is susceptible to risks associated with international operations.

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Our operating results include foreign currency gains and losses.

Risks Related to Key Third-Party Relationships

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Interruptions or performance problems associated with our products, including disruptions at any third-party data center upon which we rely, may impair our ability to support our clients.

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The information we source from third parties for inclusion in our knowledge databases may not be accurate and complete. Our trade experts may make errors in interpreting legal and other requirements when processing this information and our trade content may not be updated on a timely basis, which can expose our clients to fines and other substantial claims and penalties.

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Interruptions or performance problems associated with our internal infrastructure, and its reliance on technologies from third parties, may adversely affect our ability to manage our business and meet reporting obligations.

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We leverage third-party software for use with our solution. Performance issues, errors and defects or failure to successfully integrate or license necessary third-party software could cause delays, errors or failures of our solution, increases in our expenses and reductions in our sales, which could materially and adversely affect our business and results of operations.

Risks Related to Being a Public Company and Ownership of Our Securities

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CC Capital, Insight Partners, Francisco Partners and Temasek and their respective affiliates beneficially own a significant equity interest in us and all have representation on our board of directors, except Francisco Partners, and their interests may conflict with our or your interests.

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We may issue additional shares of our Class A Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

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If analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations regarding our Class A Common Stock, then the price and trading volume of our securities could decline.

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We may amend the terms of the warrants in a manner that may be adverse to holders of the public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of Class A Common Stock purchasable upon exercise of a warrant could be decreased, all without your approval.

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Our warrants may have an adverse effect on the market price of our Class A Common Stock.

Risks Related to the Holding Company Structure and Tax Receivable Agreement

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We are a holding company and our only material asset is our interest in E2open Holdings, and we are accordingly dependent upon distributions made by our subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.

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Pursuant to the Tax Receivable Agreement associated with the Business Combination Agreement, we are required to pay certain sellers 85% of the tax savings that we realize as a result of increases in tax basis in E2open Holdings. These payments may be substantial, as well as exceed actual tax benefits. The timing of these payments may also be accelerated.

Risks Related to Legal and Regulatory

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Our use of open source software could negatively affect our ability to sell our products and subject us to possible litigation.

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We may be sued by third parties for various claims including alleged infringement of proprietary intellectual property rights.

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We are subject to sanctions, anti-corruption, anti-bribery and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.

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Changes in tax laws or regulations in the various tax jurisdictions we are subject to that are applied adversely to us or our paying clients could increase the costs of our products and services and harm our business.

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Our ability to use our net operating loss carryforwards may be subject to limitation.

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Privacy concerns and laws, evolving regulation of cloud computing, cross-border data transfer restrictions and other domestic or foreign regulations may limit the use and adoption of our products and adversely affect our business.

General Risks

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Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our platform and could harm our business.

Risks Related to Strategic Review Process

We cannot assure you that our strategic review will result in any particular outcome, and the strategic review process or its conclusion will not adversely affect our business and our stockholders.

In March 2024, the Company's management and board of directors announced a strategic review of the business to maximize value for our stockholders. We continue to actively work with financial advisors and legal counsel in this review process.

No assurance can be given as to the timeline or outcome of the process, including whether the process will result in a transaction or that any transaction that is agreed to will be completed. Entry into or completion of any potential transaction or other strategic alternatives would be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, regulatory approvals and the availability of financing for a potential transaction on reasonable terms. Even if a transaction is entered into, there can be no assurance that it will be successful or have a positive effect on stockholder value. Our board of directors may also determine that no transaction is in the best interest of our stockholders.

We have incurred and may continue to incur substantial expenses associated with identifying, evaluating, and negotiating potential strategic alternatives. The process of reviewing potential strategic alternatives has been and may continue to be time consuming, distracting and disruptive to our business operations. We have also incurred and may continue to incur additional unanticipated expenses in connection with this process. In addition, we may be subject to costly and time-consuming litigation related to the process. Further, the process has resulted and may continue to result in the loss of potential business opportunities and has had and may continue to have a negative effect on the market price and volatility of our common stock, as well as our ability to recruit and retain qualified personnel.

In addition, speculation regarding any developments related to the strategic review and perceived uncertainties related to the future of the Company may continue to cause our stock price to fluctuate significantly.

Risks Related to Macroeconomic and Market Competition

Continuing concerns over economic and business prospects in the United States and throughout the world, including impacts related to tariffs, inflationary pressures and geopolitical disruptions have contributed to increased volatility and diminished expectations for the global economy. As a global company, we are subject to the risks arising from adverse changes in the domestic and global economies. In addition, uncertainty in the macroeconomic environment and associated global economic conditions have resulted in volatility in credit, equity and foreign currency markets. In fiscal 2025 and 2024, our revenues were subject to foreign currency exchange volatility, resulting in a negative impact of approximately $0.3 million and a positive impact of approximately $2.2 million from foreign currency exchange rates year-over-year, respectively. These macroeconomic conditions have and are likely to continue to affect the buying patterns of our clients and prospective clients, including the length of sales cycles, our overall pipeline and pipeline conversion rates and our revenue growth expectations. In addition, we have experienced, and could experience in the future, delays in payments from our clients experiencing weakness in their business as a result of the macroeconomic environment and associated global economic conditions, which could increase our credit risk exposure or adversely impact our cash flows and harm our financial condition. For example, in fiscal 2025, we experienced lower new bookings, elevated churn, lengthening sales cycles, a decrease in pipeline conversion rates and slower revenue growth. If macroeconomic or geopolitical conditions deteriorate, our overall results of operations could be adversely affected; we may not be able to grow at the rates we have experienced in the past and we could fail to meet the expectations of investors.

The full extent of the impact of current macroeconomic factors, including those related to inflationary pressures, foreign exchange rates and geopolitical disruptions, on our operational and financial performance remains uncertain and will depend on many factors outside our control. To the extent these factors adversely affect our business, results of operations and financial condition, this may also have the effect of heightening many of the other risks described in this section.

Adverse or weakened general economic and market conditions may reduce spending on supply chain technology and information, which could harm our revenue, results of operations and cash flows.

Our revenue, results of operations and cash flows depend on the overall demand for and use of technology and information for global SCM, which depends in part on the amount of spending allocated by our clients or potential clients on supply chain technology and information. This spending depends on worldwide economic and geopolitical conditions. The U.S. and other key international economies have experienced cyclical downturns from time to time in which economic activity was impacted by falling demand for a variety of goods and services; tariffs, poor liquidity; reduced corporate profitability; volatility in credit, equity and foreign exchange markets; bankruptcies; a public health crisis; and overall economic uncertainty. These economic conditions can arise suddenly, and the full impact of such conditions often remains uncertain. In addition, geopolitical developments can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets.

Concerns about the systemic impact of a global recession, tariffs, increasing energy costs, geopolitical issues or the availability and cost of credit could lead to increased market volatility, decreased consumer confidence and diminished growth expectations in the U.S. economy and abroad, which in turn could affect the rate of information technology spending and adversely affect our clients' ability or willingness to purchase our services, delay prospective clients' purchasing decisions, reduce the value or duration of their subscription contracts or affect attrition rates, all of which could adversely affect our future sales and operating results. Prolonged economic slowdowns may result in requests to renegotiate existing contracts on less advantageous terms to us than those currently in place, payment defaults on existing contracts or non-renewal at the end of a contract term.

We face intense competition, and our failure to compete successfully would make it difficult for us to add and retain clients and would impede the growth of our business.

The SCM market is fragmented, competitive and rapidly evolving. We compete with other cloud-based SCM vendors, traditional enterprise resource planning vendors such as SAP and Oracle and other service providers as well as with solutions developed internally by enterprises seeking to manage their global supply chains and global trade. Some of our actual and potential competitors may enjoy competitive advantages over us, such as greater name recognition, more varied offerings and larger marketing budgets as well as greater financial, technical and other resources. Furthermore, some competitors may have best-of-breed solutions to problems created by the unique trading requirements of particular countries, industries and/or business processes. Some key competitors are private companies with lower overhead and no exposure to the public markets, which allow them to price deals in an unprofitable manner or otherwise compete in ways that we cannot compete as a public company. As a result, our competitors may be able to respond more quickly than we can to new or changing opportunities, technologies, standards or client requirements or devote greater resources to the promotion and sale of their products and services than we can.

The intensity of competition in the SCM market has resulted in pricing pressure as the market has developed, and our competitors frequently offer substantial price discounts for their products. We expect the intensity of competition to increase in the future as existing competitors develop their capabilities and as new companies, which could include one or more large software or trade content providers, enter the market. Increased competition could result in additional pricing pressure, reduced sales, shorter term lengths for client contracts, lower margins or the failure of our solutions to achieve or maintain broad market acceptance. If we are unable to compete effectively, it will be difficult for us to maintain our pricing rates and add or retain clients, and our business, financial condition and results of operations will be harmed.

Risks Related to our Indebtedness

We have a substantial amount of indebtedness and are significantly leveraged. As of February 28, 2025, we had outstanding indebtedness in the principal amount of $1,056.3 million. Our 2021 Revolving Credit Facility has a borrowing capacity of $155.0 million with no outstanding borrowings as of February 28, 2025. Our substantial level of indebtedness increases the possibility that we may be unable to generate sufficient cash to pay the principal, interest or other amounts due in respect of our indebtedness. Our substantial indebtedness, combined with our other financial obligations and contractual commitments, may have a material adverse impact on us and our business. For example, it could:

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make it more difficult for us to satisfy obligations with respect to our indebtedness and any repurchase obligations that may arise thereunder;

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require us to dedicate a substantial portion of cash flow from operations to payments on our indebtedness, thereby reducing funds available for working capital, capital expenditures, acquisitions, research and development and other purposes;

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increase our vulnerability to adverse economic, market and industry conditions and limit our flexibility in planning for, or reacting to, these conditions;

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expose us to the risk of increased interest rates as the majority of our borrowings are at variable rates of interest;

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limit our flexibility to adjust to changing market conditions and our ability to withstand competitive pressures, and we may be more vulnerable to a downturn in general economic or industry conditions or be unable to carry out capital spending that is necessary or important to our growth strategy;

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limit our ability to borrow additional funds or to dispose of assets to raise funds, if needed, for working capital, capital expenditures, acquisitions, research and development and other corporate purposes; and

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limit our ability to compete with others who are not as highly-leveraged.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

All of the borrowings under the credit agreement (Credit Agreement), including the senior secured term loan due in 2028 and revolving credit facility due in 2026, bear interest at variable rates and are subject to the risk of changes in interest rates. In April 2025, the revolving credit facility due date was extended to February 2028. The Federal Reserve raised interest rates substantially during fiscal 2023 and 2024, and as a result the interest we pay on our debt has increased significantly and has adversely impacted our results of operations and cash flows. This adverse impact may continue or worsen during fiscal 2025 if the Federal Reserve maintains interest rates at their current higher levels or elects to raise interest rates further.

In March and April 2023, we entered into interest rate collar agreements on a portion of our variable rate term loan debt in order to reduce our exposure to further increases in interest rates. We have not entered into interest rate derivative or hedging agreements related to our revolving credit facility, which is currently undrawn. In the future, we may enter into additional derivative or hedging agreements to further reduce our exposure to variable interest rates. However, we may not hedge all of our indebtedness, and any hedges that we may have, or will put in place, may not fully mitigate our interest rate risk.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

The senior secured credit facilities contain various covenants that limit our ability to engage in specified types of transactions, including, among other things:

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incur additional indebtedness or issue certain preferred shares;

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pay certain dividends or make certain distributions on capital stock or repurchase or redeem capital stock;

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make certain loans, investments or other restricted payments, including certain payments with respect to subordinated indebtedness;

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transfer or sell certain assets;

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enter into certain sale and leaseback transactions;

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incur certain liens;

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guarantee indebtedness or incur other contingent obligations;

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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and

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engage in certain transactions with our affiliates.

In addition, under the senior secured credit facilities, we are required to satisfy specified financial ratios, including a first-lien secured debt leverage ratio. Our ability to meet those financial ratios can be affected by events beyond our control, and we may not be able to meet those ratios and tests.

A breach of the covenants under our Credit Agreement could result in an event of default under the applicable indebtedness. Such default may allow the creditors to accelerate the related debt. In addition, an event of default under the Credit Agreement would permit the lenders to terminate all commitments to further extend credit under that agreement. Furthermore, if we were unable to repay the amounts due and payable under the Credit Agreement, those lenders could proceed against the collateral granted to them to secure such indebtedness. A significant portion of our indebtedness could become immediately due and payable. We cannot be certain whether we would have, or would be able to obtain, sufficient funds to make these accelerated payments. If any such indebtedness is accelerated, our assets may not be sufficient to repay in full such indebtedness and our other indebtedness.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which in turn are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. Recent changes in market interest rates, including the recent significant increases in market interest rates experienced in fiscal 2023 and 2024, may continue to increase, causing additional cash requirements to meet increasing interest payments, Between February 2022 and February 2024, the 2021 Term Loan saw its variable interest rate rise from 4.00% to 8.95%. The rising interest expenses may further hinder our ability to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and may be forced to reduce or delay investments and capital expenditures or to sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make interest and principal payments on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of such cash flows and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our credit facilities restrict E2open Holdings' and our restricted subsidiaries' ability to dispose of assets and use the proceeds from the disposition. We may not be able to complete those dispositions or obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Our debt currently has a non-investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes in our performance under assorted financial metrics and other measures of financial strength, our business and financial risk, our industry or other factors determined by such rating agency, so warrant. There can be no assurances that our credit ratings or outlook will not be lowered in the future in response to adverse changes in these metrics and factors caused by our operating results or by actions that we take, that reduce our profitability, or that require us to incur additional indebtedness for items such as substantial acquisitions, significant increases in costs and capital spending in security and IT systems, significant costs related to settlements of litigation or regulatory requirements or by returning excess cash to shareholders through dividends. Consequently, real or anticipated changes in our credit rating will generally affect the market value of our indebtedness. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure of our indebtedness. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing and may reduce our profitability.

Risks Related to our Business Model and the Markets in Which We Compete

Our business depends on clients renewing their subscription agreements. Any decline in renewal or net retention rates could harm our future operating results.

Approximately 85% of our revenue is recurring and consists of subscriptions revenue. Our subscription products generally have recurring annual subscription periods. While many of our subscriptions provide for automatic renewal, our clients may opt-out of automatic renewals and clients have no obligation to renew a subscription after the expiration of the term. Our clients may or may not renew their subscriptions as a result of a number of factors, including their satisfaction or dissatisfaction with our products and services, our pricing or pricing structure, the pricing or capabilities of the products and services offered by our competitors, the effects of economic conditions or reductions in our clients' spending levels or ability to pay for our offerings and services. In addition, our clients may renew for fewer subscriptions, renew for shorter contract lengths if they were previously on multi-year contracts or switch to lower cost offerings of our products and services. If our clients do not renew their subscription arrangements, maintenance or other services agreements or if they renew them on less favorable terms, our revenue may decline. A substantial portion of our quarterly subscription revenue is attributable to agreements entered into during previous quarters. As a result, if there is a decline in renewed subscription agreements in any one quarter, only a small portion of the decline will be reflected in our revenue recognized in that quarter and the rest will be reflected in our revenue recognized in the following four quarters or more.

Some of our clients have significant bargaining power when negotiating new licenses or subscriptions or renewals of existing agreements; they have the ability to buy similar products from other vendors or develop systems internally. These clients have and may continue to seek advantageous pricing and other commercial and performance terms that may require us to develop additional features in the products we sell to them or add complexity to our client agreements. Currently, as clients become larger, our pricing model recognizes various factors such as the number of products purchased and the penetration of those products within a client's operations. As such, when a client buys more products, their average cost per product can decline even though the total revenue from them increases. To date, we have generally seen sales to clients increase in proportion to or in excess of any reductions in the cost per product. However, there can be no guarantee that these results will continue in the future. If we are unable to negotiate renewals with our largest clients on favorable terms, our results of operations could be harmed.

Given many of our key clients are large enterprise clients, our sales cycle is longer and more expensive, and we may encounter pricing pressure and implementation and configuration challenges.

Many of our clients are large enterprise clients, which means longer sales cycles relative to non-enterprise clients, greater competition, more complex client due diligence, less favorable contractual terms and less predictability in completing some of our sales. Consequently, a target client's decision to use our services may be an enterprise-wide decision and, if so, these types of sales require us to provide greater levels of education regarding the use and benefits of our products and services as well as education regarding privacy and data protection laws and regulations to prospective clients. In addition, larger enterprise clients may demand more configuration, integration services and features. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual clients, driving up costs and time required to complete sales, while potentially requiring us to delay revenue recognition on some of these transactions until the technical or implementation requirements have been met.

If we are unable to sell products to new clients or to sell additional products or upgrades to our existing clients, it will adversely affect our revenue growth and operating results.

To increase our revenue, we must add new clients or sell additional products or upgrades to existing clients. Even if we capture a significant volume of leads from our digital marketing activities, we must be able to convert those leads into sales of our products to new or existing clients in order to achieve revenue growth.

We primarily rely on our direct sales force to sell our products to new and existing clients and convert qualified leads into sales. Accordingly, our ability to achieve significant growth in revenue in the future will depend on our ability to recruit, train and retain a sufficient number of sales personnel, and on the productivity of those personnel. We may be unable to hire or retain a sufficient number of qualified individuals in the future in the markets where we do or plan to do business. The market for sales personnel in the software space is highly competitive and it is increasingly difficult to compete and retain top talent. If we are unable to sell products to new clients and additional products or upgrades to our existing clients through our direct sales force, we may be unable to grow our revenue and our operating results could be adversely affected.

Our ability to grow our business is dependent in part on the strategic relationships we develop and maintain with third parties.

We believe that our ability to increase our sales depends in part on maintaining and strengthening relationships with parties such as channel partners, OEM partners, integration partners and other strategic technology companies. Once a relationship is established, we likely will dedicate significant time and resources to it in an effort to advance our business interests, and there is no assurance that any strategic relationship will achieve our business purposes or that the resources we use to develop the relationship will be cost-effective. Parties with whom we establish strategic relationships also work with companies that compete with us. We have limited, if any, control as to whether these parties devote adequate resources to our strategic relationships. Further, companies with whom we maintain strategic relationships may de-emphasize their dealings with us or become competitors in the future. We also have limited, if any, control as to other business activities of these parties and we could experience reputational harm because of our association with such parties if they fail to execute on business initiatives, are accused of breaking the law or suffer reputational harm for other reasons. All of these factors could materially and adversely impact our business and results of operations.

Our ability to develop our brand is important for our continued success.

We have been successful to date despite not having strong brand name recognition with those for whom we compete for business. Our ability to develop our brand is important in expanding our base of clients, partners and employees. Our brand will depend largely on our ability to remain a technology leader and continue to provide high-quality innovative products, services and features. If we fail to develop our brand, or if our investments in digital advertising, events and other branding programming are unsuccessful, our business, operating results and financial condition may be materially and adversely affected.

Delays in implementing our products could adversely impact our business, results of operations, cash flows and financial condition.

Due to the size and complexity of most of our software implementations, our implementation cycle can be lengthy and may result in delays. Our products may require modification or customization and must integrate with our clients' existing systems. This can be time-consuming and expensive for clients and can result in implementation and deployment delays of our products. Additional delays could result if we fail to attract, train and retain services personnel. These delays and resulting client dissatisfaction could limit our future sales opportunities, harm our reputation and adversely impact results of operations, cash flows and financial condition.

We generally recognize revenue from clients ratably over the terms of their subscription and support agreements, which typically have a term of one to five years. Our enterprise client contracts have an average term of approximately three years. As a result, most of the revenue we report in each quarter is the result of subscription and support agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter may not be reflected in our revenue results for that quarter. However, any such decline will negatively impact our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our services and potential changes in our attrition rate, may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new clients must be recognized over the applicable subscription and support term.

We have experienced rapid growth in historic periods that may not be indicative of our future growth.

We have experienced organic and acquisition-driven growth in historic periods, and revenue growth in future periods may not be consistent with our history. We believe our revenue growth depends on a number of factors, including, but not limited to, our ability to:

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attract new clients;

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renew and grow current client subscriptions;

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introduce and grow adoption of our products and services in new markets;

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adequately expand our sales force and otherwise scale our operations as a business;

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develop or expand relationships with existing channel or OEM partners or to attract new channel or OEM partners;

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expand the features and capabilities of our platform, including through the creation and use of additional integrations;

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maintain the security and reliability of our platform;

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price and package our products and services effectively;

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successfully compete against established companies and new market entrants; and

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increase awareness of our brand on a global basis.

We may not be able to successfully implement our strategic initiatives in accordance with our expectations or in the timeframe we desire, which may result in an adverse impact on our business and financial results. We also expect our operating expenses to increase in future periods, and if our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, results of operations and financial condition will be harmed, and we may not be able to achieve or maintain profitability.

If we fail to maintain adequate operational and financial resources, we may be unable to execute our business plan or maintain high levels of service and client satisfaction.

We have experienced rapid growth, which has placed, and will continue to place, significant demands on our management and our operational and financial resources. Our organizational structure is becoming more complex as we scale our operational, financial and management controls, as well as our reporting systems and procedures. As we continue to grow, we face challenges of integrating, developing, training and motivating a rapidly growing employee base in our various offices around the world and navigating a complex multi-national regulatory landscape. If we fail to manage our anticipated growth and change in a manner that preserves the functionality of our platforms and solutions, the quality of our products and services may suffer, which could negatively affect our brand and reputation and harm our ability to attract clients.

To manage growth in our operations and personnel, we need to continue to grow and improve our operational, financial and management controls and our reporting systems and procedures. We will require significant expenditures and the allocation of valuable management resources to grow and change in these areas. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our management, client experience, research and development, sales and marketing, administrative, financial and other resources.

We anticipate that significant additional investments will be required to scale our operations and increase productivity, address the needs of our clients, further develop and enhance our products and services and scale with our overall growth. We will need to identify and invest in new technologies and systems to ensure the future scalability and success of the business. If additional investments are required due to significant growth, this will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term.

Our success depends in part on our ability to develop and market new and enhanced solutions modules, and to do so on a timely basis. Successful module development and marketing depends on numerous factors, including anticipating client requirements, changes in technology requirements, our ability to differentiate our solutions from those of our competitors and market acceptance of our solutions. Enterprises are requiring their software application vendors to provide ever increasing levels of functionality and broader offerings. Moreover, our industry is characterized by rapid evolution and shifts in technology and client needs. We may not be able to develop and market new or enhanced modules in a timely or cost-effective manner, or at all. Our solutions also may not achieve market acceptance or correctly anticipate technological changes or the changing needs of our clients or potential clients.

In addition, even if we correctly anticipate changes in technology or demand, it might be difficult for us to transition existing clients to new versions of our solutions. Such transitions or upgrades may require considerable professional services effort and expense, and clients may choose to discontinue using our solutions rather than proceed with a lengthy and expensive upgrade. If clients fail to accept new versions of our solution, if our newest solutions contain errors or if we expend too many resources supporting multiple versions of our solutions, we may suffer a material adverse effect on our business, financial position, results of operations and cash flows.

The market for cloud-based SCM solutions is still evolving. If this market develops more slowly than we expect, our revenue may fail to grow or decline, and we may incur additional operating losses.

We derive, and expect to continue to derive, substantially all of our revenue from providing a cloud-based SCM platform, solutions and related services. The market for cloud-based SCM solutions is still evolving and it is uncertain whether this platform and solutions will sustain high levels of demand and market acceptance. Our success will depend on the willingness of companies to accept our cloud-based SCM platform and solutions as an alternative to manual processes, traditional enterprise resource planning software and internally-developed SCM solutions. Some clients may be reluctant or unwilling to use our cloud-based SCM platform or solutions for a number of reasons, including data privacy concerns, data and network security concerns and existing investments in SCM technology.

Traditional approaches to SCM have required, among other things, purchasing hardware and licensing software. Because these traditional approaches often require significant initial investments to purchase the necessary technology and establish systems that comply with clients' unique requirements, companies may be unwilling to abandon their current solutions for our cloud-based SCM platform and solutions. Other factors that may limit market acceptance of our platform and solutions include:

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our ability to maintain high levels of client satisfaction;

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our ability to maintain continuity of service for all users of our solutions;

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the price, performance and availability of competing solutions; and

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our ability to address companies' confidentiality concerns about information stored outside of their premises.

If companies do not perceive the benefits of our cloud-based SCM platform or solutions or if companies are unwilling to accept our platform and solutions as an alternative to traditional approaches, the market for our platform and solutions might not continue to develop or might develop more slowly than we expect, either of which could significantly adversely affect our revenues and growth prospects.

Cyber-attacks and security vulnerabilities could result in serious harm to our reputation, business and financial condition.

As a provider of cloud-based software services, we store, process and transmit large amounts of confidential information, largely proprietary business data of our clients. Our systems, networks and services may be vulnerable to security incidents such as cyberattacks, ransomware, phishing, social engineering, malware infections, insider threats, denial-of-service attacks and other disruptions. A successful security breach could result in the loss of proprietary information, theft of client and employee data, operational disruption, loss of revenue, regulatory investigations or legal liability. Moreover, public perception of the effectiveness of our security measures, or the discovery of a breach—regardless of materiality—could damage our brand, reduce demand for our services and negatively affect our ability to retain clients.

As we continue to grow and as threat actors become more sophisticated, we have observed increased threat activity to our products and systems. We are the target of attempts on a regular basis to identify and exploit system vulnerabilities and/or penetrate or bypass our security measures in order to gain unauthorized access to our systems. To mitigate these risks, we employ multiple methods at different layers of our systems to defend against intrusion and attack. We do not have visibility into all unauthorized incursions, however, and our systems could experience incursions of which we are not aware. When we become aware of unauthorized access to our systems, we take steps intended to identify and remediate the source and impact of the incursions. Despite our efforts to keep our systems secure and remedy identified vulnerabilities, future attacks could be successful and result in contractual liability to clients or loss of client trust and business.

We may experience breaches of our security measures due to human error, system errors or vulnerabilities. In particular, our platform and the other systems or networks used in our business may experience an increase in attempted cyber-attacks, targeted intrusion, ransomware and phishing campaigns. We have been the target of successful phishing attempts in the past resulting in immaterial monetary losses due to voluntary write-offs. Although we believe that these attempts were detected and neutralized without any compromise to our client data and prior to any significant impact to our business, we have implemented additional measures to prevent such attacks in the future. We will likely be subject to similar attacks in the future and continue to train our employees and provide communications to our clients to mitigate these activities and related losses. We maintain errors, omission and cyber liability insurance policies covering security and privacy damages. However, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all.

While we continually take steps to enhance our cybersecurity defenses, increased investments, coordination and resources are required to achieve our objective of ensuring over time that our cybersecurity infrastructure meets or exceeds evolving industry standards. We are also subject to our clients testing the security of our systems and the manner in which we protect their data, which further heightens our need to stay vigilant and up to date with the latest protections and cybersecurity practices. Achieving this objective requires continued effort and vigilance, including sustained investment of money and management resources in order to support the ongoing development and maintenance of systems that meet these standards.

At present, we believe the regulatory and private action risks related to personal data we process as part of our business-to-business supply chain solutions are low. We process a limited amount of personal data, typically business contact information, supplied by our clients. Regulations surrounding personal data are rapidly changing and that makes global compliance challenging and unpredictable. Failure to comply with regulations may subject us to regulatory investigations, reputational harm, contractual liability to clients and potential liability to data subjects.

Our products must integrate with a variety of network, hardware and software platforms, and we need to continuously modify and enhance our products to adapt to changes in hardware, software, networking, browser and database technologies. We believe a significant component of our value proposition to clients is the ability to optimize and configure our products to integrate with our systems and those of third parties. If we are not able to integrate our products in a meaningful and efficient manner, demand for our products could decrease and our business and results of operations would be harmed.

In addition, we have a large number of solutions, and maintaining and integrating them effectively requires extensive resources. Our continuing efforts to make our products more interoperative may not be successful. Failure of our products to operate effectively with future infrastructure platforms and technologies could reduce the demand for our products, resulting in client dissatisfaction and harm to our business. If we are unable to respond to changes in a cost-effective manner, our products may become less marketable, less competitive or obsolete, and our business and results of operations may be harmed.

Integration of AI into our software solutions presents a number of risks that could materially affect our financial condition and operations.

Our business is focused on integrating AI into our software solutions to enhance functionality, optimize user experience and provide innovative features. However, the integration of AI presents a number of risks that could materially affect our financial condition and operations.

Reliance on Third-Party AI Technologies: A significant portion of our AI capabilities relies on third-party providers for cloud computing services, machine learning frameworks and pre-built AI models. If any of these third-party vendors experience technological failures, service outages or disruptions in their offerings, our ability to provide AI-powered features could be significantly impaired, which may harm our reputation and client retention.

Data Privacy and Security Risks: AI systems require access to large datasets to train and improve algorithms, which may include confidential client data. The collection, processing and storage of such data expose us to privacy and security risks. If our AI systems are compromised, or if we fail to comply with evolving data protection laws (such as Europe's General Data Protection Regulation (GDPR)), we could face regulatory penalties, reputational damage and litigation, which could harm our business.

Regulatory and Compliance Risks: AI technology is subject to increasing scrutiny from governments and regulators worldwide. In particular, there is a lack of clear regulatory frameworks surrounding the development and deployment of AI technologies. New laws or regulations could impose restrictions on the use of AI in our products, require significant changes to our existing AI systems or subject us to additional compliance costs. Any failure to comply with such regulations could result in fines, penalties and reputational harm.

Client Adoption and Market Acceptance: While AI integration offers potential competitive advantages, some of our clients may be reluctant to adopt AI-powered solutions due to concerns over transparency or control. If we fail to demonstrate the value of our AI technologies or if our clients reject AI features, we could experience slower adoption rates and reduced revenue growth.

We have goodwill of $1,213.8 million and $1,843.5 million and net intangible assets of $673.0 million and $841.0 million as of February 28, 2025 and February 29, 2024, respectively. In accordance with U.S. GAAP, goodwill and intangible assets with an indefinite life are not amortized but are subject to a periodic impairment evaluation. Goodwill and acquired intangible assets with an indefinite life are tested for impairment at least annually or when events and circumstances indicate that fair value of a reporting unit may be below their carrying value. Some factors that could lead to a goodwill impairment assessment would be:

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a material decline in the price of the Class A Common Stock;

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macroeconomic factors;

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our overall financial performance;

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company specific events such as a change in strategy or exiting a portion of the business;

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significant adverse changes in clients demand or business climate; and

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related competitive considerations.

Acquired intangible assets with definite lives are amortized on a straight-line basis over the estimated period over which we expect to realize economic value related to the intangible asset. In addition, we review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset might not be recoverable. If indicators of impairment are present, we evaluate the carrying value in relation to estimates of future undiscounted cash flows. Our ability to realize the value of the goodwill and intangible assets will depend on the future cash flows of the businesses we have acquired, which in turn depends in part on how well we have integrated these businesses into our own business. Judgments made by management relate to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows of the carrying amounts of such assets. The accuracy of these judgments may be adversely affected by several factors, including significant:

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underperformance relative to historical or projected future operating results;

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changes in the manner of our use of acquired assets or the strategy for our overall business;

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negative industry or economic trends; or

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decline in our market capitalization relative to net book value for a sustained period.

These types of events or indicators and the resulting impairment analysis could result in impairment charges in the future. If we are not able to realize the value of the goodwill and intangible assets, we may be required to incur material charges relating to the impairment of those assets. We perform our annual goodwill impairment test during the fourth quarter of each year.

During the third and fourth quarters of fiscal 2025, first and third quarters of fiscal 2024 and second and fourth quarters of fiscal 2023, we experienced a significant decline in the market price of our Class A Common Stock and market capitalization. In addition, in certain of these quarters, we experienced slowing growth and lowered projections due to lower than anticipated new bookings, lower revenue, higher than expected churn and macroeconomic impacts. These factors resulted in us determining that triggering events occurred, and goodwill impairment assessments were performed for the respective quarters. The assessments indicated that the fair value of our equity and goodwill was less than its carrying amount and resulted in a goodwill impairment charge totaling $614.1 million, $1,097.7 million and $901.6 million in fiscal 2025, 2024 and 2023, respectively.

Such impairment charges, like the charges that we incurred in fiscal 2025, 2024 and 2023, could materially and adversely affect our business, results of operations and financial condition. In accordance with U.S. GAAP, we will continue to test goodwill for impairment at least annually or when events and circumstances trigger the requirement for an interim evaluation.

Inability to attract, integrate and retain management and other personnel could adversely impact our business, results of operations, cash flows and financial condition.

Our success greatly depends on the continued service of our executives, as well as our other key senior management, technical personnel and sales personnel. Our future success will depend in large part upon our ability to attract, retain and motivate highly skilled executives and employees. We face significant competition for individuals with the skills required to perform the services we offer, and thus we may encounter increased compensation costs that are not offset by increased revenue. In the broader technology industry in which we compete for talented hires, there is substantial and continuous competition for engineers with high levels of experience in designing, developing and managing software, as well as competition for sales executives and operations personnel. We cannot guarantee that we will be able to attract and retain sufficient numbers of these highly skilled employees or motivate them. Because of the complexity of the supply chain market, we may experience a significant time lag between the date on which technical and sales personnel are hired and the time at which these persons become fully productive.

Volatility in, or lack of performance of, our stock price may also affect our ability to attract and retain key employees. Many of our key employees have been granted and may be granted a substantial number of shares of common stock and/or stock options. Employees may be more likely to terminate their employment with us if the value of these awards significantly declines based on our stock price relative to the fair value grant price.

Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.

We have employees in 20 countries, and these global operations could be disrupted at any time by natural or other disasters, telecommunications failures, acts of terrorism or war, power or water shortages, extreme weather conditions (whether as a result of climate change or otherwise), medical epidemics or pandemics (such as the COVID-19 pandemic) and other natural or manmade disasters or catastrophic events. The occurrence of any of these business disruptions could result in significant losses, serious harm to our revenue, profitability and financial condition, adversely affect our competitive position, increase our costs and expenses, and require substantial expenditures and recovery time in order to fully resume operations. We have a significant concentration of employees in India and Malaysia on whom we rely. Any disaster or series of disasters in these countries where we have a concentration of employees could significantly disrupt our operations and have a material adverse effect on our business, results of operations and financial condition.

Risks Related to International Operations

We have significant international operations around the world, including India, Malaysia, the United Kingdom, the Netherlands, Belgium, Germany, Poland, China and Hong Kong. We market and sell our products worldwide. We expect to continue to expand our international operations for the foreseeable future. The continued international expansion of our operations requires significant management attention and financial resources and results in increased administrative and compliance costs. Our limited experience in operating our business in certain regions outside the United States increases the risk that our expansion efforts into those regions may not be successful. In particular, our business model may not be successful in particular countries or regions outside the United States for reasons that we currently are unable to anticipate. We are subject to risks associated with international sales and operations including, but not limited to:

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the complexity of, or changes in, foreign regulatory requirements and the burdens of complying with a wide variety of foreign laws and different legal standards;

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difficulties in managing the staffing of international operations, including compliance with workers' councils and local labor and employment laws and regulations;

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potentially adverse tax consequences, including the complexities of foreign value added tax systems, overlapping tax regimes, restrictions on the repatriation of earnings and changes in tax rates;

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increased financial accounting and reporting burdens and complexities, including treatment of revenue from international sources;

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longer sales and payment cycles and difficulties in collecting accounts receivable;

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political, social and economic instability, including war, terrorist attacks, civil unrest and security concerns in general;

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reduced or varied protection for intellectual property rights in some countries and the risk of potential theft or compromise of our technology, data or intellectual property in connection with our international operations, whether by state-sponsored malfeasance or other foreign entities or individuals;

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laws and policies of the U.S. and other jurisdictions affecting international trade (including import and export control laws, tariffs and trade barriers);

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the risk of U.S. regulation of foreign operations; and

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other factors beyond our control such as natural disasters and public health crises, including pandemics.

The occurrence of any one of these risks could negatively affect our international business and, consequently, our operating results. We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will produce desired levels of revenue or profitability. If we are unable to effectively manage our expansion into additional geographic markets, our financial condition and results of operations could be harmed.

The current geopolitical conflicts have caused and may continue to lead to disruptions, instability and volatility in local, regional, national and global markets and economies. Countries worldwide have imposed targeted sanctions and export control measures and have threatened additional sanctions and export control measures, which have resulted in severe or complete restriction on exports to and other commerce and business dealings. We have been working closely with outside advisors to ensure our products comply with all sanctions and global regulatory requirements. To date, the conflicts have not materially affected our business. However, we continue to monitor the situation.

Our operating results include foreign currency gains and losses.

We conduct a portion of our business in currencies other than the United States dollar. Our revenues, expenses, operating profit and net income are affected when the dollar weakens or strengthens in relation to other currencies. In addition, we have significant operations in India and Malaysia that do not have a natural in-market revenue hedge to mitigate currency risk to our operating expense. Volatility in the markets and exchange rates for foreign currencies and contracts in foreign currencies may in the future have a significant impact on our reported operating results and financial condition.

Risks Related to Key Third-Party Relationships

Interruptions or performance problems associated with our products, including disruptions at any third-party data center upon which we rely, may impair our ability to support our clients.

Our continued growth depends in part on the ability of our existing and potential clients to access our websites, software or cloud-based products within an acceptable amount of time. We have experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our website simultaneously, denial of service, fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these website performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our website performance, especially during peak usage times and as our user traffic increases. If our websites are unavailable or if our clients are unable to access our software or cloud-based products within a reasonable amount of time, or at all, our business would be negatively affected. Additionally, our data centers and networks, and third-party data centers and networks may experience technical failures and downtime, may fail to distribute appropriate updates or may fail to meet the increased requirements of a growing client base.

We provide certain of our solutions through third-party data center hosting facilities located in the United States and other countries. While we control and have access to our servers and all of the components of our network that are located in such third-party data centers, we do not control the operation of these facilities. Our operations depend on the protection of the equipment and information we store in these third-party centers, or utilize from third-party providers, against damage or service interruptions that may be caused by fire, flood, severe storm, power loss, telecommunications failures, natural disasters, war, criminal act, military action, terrorist attack, financial failure of the service provider and other events beyond our control. In addition, third-party malfeasance, such as intentional misconduct by computer hackers, unauthorized intrusions, computer viruses, ransomware or denial of service attacks, may also cause substantial service disruptions. A prolonged service disruption affecting our products could damage our reputation with potential clients, cause us to lose existing clients, expose us to liability or otherwise adversely affect our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the data centers or infrastructure we use or rely on, including the additional expense of transitioning to substitute facilities or service providers. Following expiration of the current agreement terms, the owners of the data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruptions in connection with doing so.

Our clients often use our solutions as a system of record and many of our clients are subject to regulation of their products, services and activities. Our knowledge library includes trade content sourced from government agencies and transportation carriers in numerous countries. It is often sourced from text documents and includes import and export regulations, shipping documents, preferential duties and taxes, specifications for free trade agreements, transportation rates, sailing schedules, embargoed country and restricted party lists and harmonized tariff codes. The information in these text documents may not be timely, accurate or complete. Our team of trade experts transforms these documents into a normalized and propriety knowledge base which is interpretable by software. Our trade experts have to interpret the legal and other requirements contained in the source documents, and we can provide no assurances that our trade experts do not make errors in the interpretation of these requirements. Furthermore, rules and regulations and other trade content used in our solutions change constantly, and we must continuously update our knowledge library. Maintaining a complete and accurate knowledge library is time-consuming and costly, and we can provide no assurances that our specialists will always make appropriate updates to the library on a timely basis. Errors or defects in updating the trade content we provide to our clients and any defects or errors in, or failure of, our software, hardware or systems, can result in an inability to process transactions in a timely manner or lead to violations that could expose our clients to fines and other substantial claims and penalties and involve criminal liability. In addition, these errors and delays could damage our reputation with both existing and new clients and result in lost clients and decreased revenue, which could materially and adversely affect our business, revenue and results of operations.

Any of these problems may enable our clients to terminate our agreements, require us to issue credits or refunds and subject us to product liability, breach of warranty or other contractual claims. We also may be required to indemnify our clients or third parties as a result of any of these problems. Any provisions in our client agreements intended to limit liability may not be sufficient to protect us against any such claims. Insurance may not be available on acceptable terms, or at all. In addition, any insurance we do have may not cover claims related to specific defects, errors, failures or delays; may not cover indirect or consequential damages; and may be inadequate. Defending a suit, regardless of its merit, could be costly and divert management's attention. In general, losses from clients terminating their agreements with us and our cost of defending claims resulting from defects, errors, failures or delays might be substantial and could have a material adverse effect on our business, financial position, results of operations and cash flows.

We use NetSuite to manage our financial processes and other third-party vendors to manage sales, professional services, online marketing and web services. We believe the availability of these services is essential to the management of our high-volume, transaction-oriented business model. As we expand our operations, we expect to utilize additional systems and service providers that may also be essential to managing our business. Although the systems and services that we require are typically available from a number of providers, it is time-consuming and costly to qualify and implement these relationships. Therefore, if one or more of our providers suffer an interruption in their business; experience delays, disruptions or quality-control problems in their operations; or we have to change or add additional systems and services, our ability to manage our business and produce timely and accurate financial statements would suffer.

We use software licensed from a variety of third parties in connection with the operation of our products. Any performance issues, errors, bugs or defects in third-party software could result in errors or a failure of our products, which could adversely affect our business and results of operations. In the future, we might need to license other software to enhance our solution and meet evolving client demands and requirements. Any limitations in our ability to use third-party software could significantly increase our expenses and otherwise result in delays, a reduction in functionality or errors or failures of our solution until equivalent technology or content is either developed by us or, if available, identified, obtained through purchase or license and integrated into our solution. In addition, third-party licenses may expose us to increased risks, including risks associated with the integration of new technology, the diversion of resources from the development of our own proprietary technology and our inability to generate revenues from new technology sufficient to offset associated acquisition and maintenance costs, all of which may increase our expenses and materially and adversely affect our business and results of operations.

Risks Related to Being a Public Company and Ownership of Our Securities

CC Capital, Insight Partners, Francisco Partners and Temasek and their respective affiliates (collectively, the "Controlling Entities") collectively control approximately 37% of our total voting equity as of February 28, 2025. The Controlling Entities are entitled to at least one board representation pursuant to the Amended and Restated Investor Rights Agreement; at this time, all Controlling Entities have exercised their right to board representation, except for Francisco Partners. As a result, they have significant influence over our decisions to enter into any corporate transaction. In addition, the Controlling Entities are each in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. The Controlling Entities may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Our certificate of incorporation provides that certain parties may engage in competitive businesses and renounces any entitlement to certain corporate opportunities offered to the private placement investors or any of their managers, officers, directors, equity holders, members, principals, affiliates and subsidiaries (other than us and our subsidiaries) that are not expressly offered to them in their capacities as our directors or officers. The certificate of incorporation also provides that certain parties or any of their managers, officers, directors, equity holders, members, principals, affiliates and subsidiaries (other than us and our subsidiaries) do not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us or any of our subsidiaries.

We may issue additional shares of our Class A Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our 2021 Incentive Plan, without stockholder approval, in a number of circumstances.

Our issuance of additional shares of our Class A Common Stock or other equity securities of equal or senior rank could have the following effects:

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your proportionate ownership interest in us will decrease;

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the relative voting strength of each previously outstanding share of common stock may be diminished; or

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the market price of your shares of Class A Common Stock may decline.

The trading market for our Class A Common Stock and public warrants will be influenced by the research and reports that industry or securities analysts may publish about us, our business and operations, our market or our competitors. Our current securities and industry analysts may elect to drop their coverage of us, and others, may never publish research on us. If no securities or industry analysts publish coverage of us, the trading price and trading volume of our securities will likely be negatively impacted. If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our securities will likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our trading price or trading volume of our securities to decline.

Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. An amendment requires the approval of at least 50% of the holders of the outstanding public warrants to make any change that adversely affects the interests of the registered holders of the public warrants.

Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of Class A Common Stock purchasable upon exercise of a warrant.

Our warrants may have an adverse effect on the market price of our Class A Common Stock.

As of February 28, 2025, we have 29,079,872 warrants outstanding that are exercisable to purchase one Class A Common Stock at $11.50 per share. The outstanding warrants consist of 13,799,872 warrants offered in the IPO, 10,280,000 private placement warrants issued in conjunction with the closing of the IPO and 5,000,000 Forward Purchase Warrants issued pursuant to the Forward Purchase Agreement. When the warrants are exercised, they will increase the number of issued and outstanding shares of Class A Common Stock and reduce the value of the Class A Common Stock. These warrants expire five years after the Closing Date in February 2026, or earlier upon redemption or liquidation.

Risks Related to the Holding Company Structure and Tax Receivable Agreement

We are a holding company with no material assets other than our ownership of the Common Units and RCUs and our managing member interest in E2open Holdings. As a result, we have no independent means of generating revenue or cash flow. Our ability to pay taxes, make payments under the Tax Receivable Agreement and pay dividends will depend on the financial results and cash flows of E2open Holdings. Deterioration in the financial condition, earnings or cash flow of E2open Holdings for any reason could limit or impair E2open Holdings' ability to pay such distributions. Additionally, to the extent that we need funds and E2open Holdings is restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or E2open Holdings is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

E2open Holdings is treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of Common Units. Accordingly, we are required to pay income taxes on our allocable share of any net taxable income of E2open Holdings. Under the terms of the Third Amended and Restated Limited Liability Company Agreement (Third Company Agreement), E2open Holdings is obligated to make tax distributions to holders of Common Units (including us) calculated at certain assumed tax rates. In addition to income taxes, we incur expenses related to our operations, including payment obligations under the Tax Receivable Agreement, which could be significant, of which some will be reimbursed by E2open Holdings (excluding payment obligations under the Tax Receivable Agreement). We intend to cause E2open Holdings to make ordinary distributions on a pro rata basis and tax distributions (which, in certain circumstances, may be made on a non-pro rata basis to holders of Common Units in amounts sufficient to cover all applicable taxes, relevant operating expenses, payments under the Tax Receivable Agreement and dividends, if any, declared by us. However, as discussed below, E2open Holdings' ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, retention of amounts necessary to satisfy E2open's obligations and restrictions on distributions that would violate any applicable restrictions contained in E2open Holdings' debt agreements, or any applicable law, or that would have the effect of rendering E2open Holdings insolvent. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement, and therefore accelerate payments under the Tax Receivable Agreement, which could be substantial.

We anticipate that the distributions received from E2open Holdings may, in certain periods, exceed our actual tax liabilities and obligations to make payments under the Tax Receivable Agreement. Our board of directors, in its sole discretion, may make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, paying dividends on our Class A Common Stock. We have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders. See Dividends in Part II, Item 5., Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Dividends on our common stock, if any, will be paid at the discretion of our board of directors, which will consider, among other things, our available cash, available borrowings and other funds legally available therefor, considering the retention of any amounts necessary to satisfy our obligations that will not be reimbursed by E2open Holdings, including taxes and amounts payable under the Tax Receivable Agreement and any restrictions in the applicable bank financing agreements. Financing arrangements may include restrictive covenants that restrict our ability to pay dividends or make other distributions to our stockholders. In addition, E2open Holdings is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of E2open Holdings (with certain exceptions) exceed the fair value of its assets. E2open Holdings' subsidiaries are generally subject to similar legal limitations on their ability to make distributions to E2open Holdings. If E2open does not have sufficient funds to make distributions, our ability to declare and pay cash dividends may also be restricted or impaired.

The sellers sold E2open Holdings units for the consideration paid pursuant to the Business Combination Agreement and certain sellers may, in the future, exchange their Common Units for shares of our Class A Common Stock (or cash) pursuant to the Third Company Agreement. These sales, purchases, redemptions and exchanges are expected to result in increases in our allocable share of the tax basis of the tangible and intangible assets of E2open Holdings, which may increase (for income tax purposes) depreciation and amortization deductions to which we are entitled. In addition, as a result of certain mergers within the transaction, we may inherit certain pre-existing tax attributes.

The Tax Receivable Agreement provides for the payment by us of 85% of certain tax benefits that we realize or are deemed realized as a result of the increases in tax basis described above, utilization of pre-existing tax attributes of certain sellers and realization of additional tax benefits attributable to payments under the Tax Receivable Agreement. These payments are our obligations and not E2open Holdings. The actual increase in our allocable share of E2open Holdings' tax basis in their assets, the availability of pre-existing tax attributes of certain sellers, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the Class A Common Stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of our income. While many of the factors that will determine the amount of payments that we will make under the Tax Receivable Agreement are outside of our control, we expect that the payments we will make under the Tax Receivable Agreement will be substantial and could have a material adverse effect on our financial condition. Any payments we make under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period may constitute a material breach under the Tax Receivable Agreement, and therefore accelerate payments due under the Tax Receivable Agreement as further described below. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement.

Payments under the Tax Receivable Agreement will be based on our tax reporting positions, and the IRS or another taxing authority may challenge all or any part of the tax basis increases, the amount or availability of pre-existing tax attributes of certain sellers and other tax positions that we take, and a court may sustain such a challenge. In the event that any tax benefits we initially claimed are disallowed as a result of such a challenge, the Sellers and the exchanging holders will not be required to reimburse us for any excess payments that may have been previously made under the Tax Receivable Agreement. Rather, excess payments made to such holders will be netted against future cash payments we are required to make, if any, after the determination of such excess. A challenge to any tax benefits claimed by us may not arise for a number of years following the time payments begin to be made with respect to such benefits or, even if challenged soon thereafter, the excess cash payment may be greater than the amount of future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be sufficient future cash payments to net such excess. As a result, in certain circumstances we could make payments under the Tax Receivable Agreement in excess of our actual income or franchise tax savings, which could materially impair our financial condition.

Moreover, the Tax Receivable Agreement provides that, in the event that we exercise our early termination rights, fail to make timely payment or materially breach the Tax Receivable Agreement or if there is a change of control, our obligations under the Tax Receivable Agreement will accelerate and we will be required to make a lump-sum cash payment to the sellers and/or other applicable parties equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement. The lump-sum payment could be substantial and could exceed the actual tax benefits that we realize subsequent to such payment, which may cause a material negative effect on our liquidity.

Furthermore, our obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Risks Related to Legal and Regulatory

Our use of open source software could negatively affect our ability to sell our products and subject us to possible litigation.

Our software platform utilizes software licensed by third parties under any one or more open source licenses, and we expect to continue to incorporate open source software in our business in the future. There is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our solutions. Such a situation could result in infringement claims and the need to reengineer our solutions, both of which could be costly depending on the specific circumstances. In addition to license risk, use of open source software may increase security vulnerabilities or infringing or broken code if not properly supported and managed.

We may be sued by third parties for various claims including alleged infringement of proprietary intellectual property rights.

As a supplier of supply chain solutions, we rely on and use software and data that we create as well as those from third-party sources. Often, our clients are processing data through our solutions that we do not review. While we generally attempt to protect against such risks with contractual obligations and indemnities, despite our efforts, we may receive claims that we have infringed a third party’s intellectual property rights or breached a contract.

As a result of claims against us regarding suspected infringement, our technologies may be subject to injunction, we may be required to pay damages or we may have to seek a license to continue certain practices (which may not be available on reasonable terms, if at all), all of which may significantly increase our operating expenses or may require us to restrict our business activities and limit our ability to deliver our products and services and/or certain features, integrations and capabilities of our platform. As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense and/or cause us to alter our products or services, potentially negatively affecting our business. Further, many of our subscription agreements require us to indemnify our clients for third-party intellectual property infringement claims, so any alleged infringement by us resulting in claims against such clients would increase our liability. Additionally, our exposure to risks associated with various claims, including the use of intellectual property, may be increased as a result of acquisitions of other companies.

We are subject to requirements under the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), anti-corruption, anti-bribery and similar laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act 2010 and other anti-corruption, anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly and prohibit companies, their employees and agents from promising, authorizing, making, offering or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business, or otherwise obtaining favorable treatment. As we increase our international sales and business, our risks under these laws may increase. In addition, we may use third parties to sell access to our platform and conduct business on our behalf abroad. We can be held liable for the corrupt or other illegal activities of such future third-party intermediaries, and our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities. Any violation of economic and trade sanction laws, export and import laws, the FCPA or other applicable anti-corruption laws or anti-money laundering laws could also result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges or our license issued by OFAC, severe criminal or civil sanctions, and, in the case of the FCPA, suspension or debarment from U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, results of operations and prospects.

We are subject to income taxes in the United States and various jurisdictions outside of the United States. Significant judgment is often required in the determination of our worldwide provision for income taxes. Any changes, ambiguity or uncertainty in taxing jurisdictions' administrative interpretations, decisions, policies and positions could materially impact our income tax liabilities. We may also be subject to additional tax liabilities and penalties due to changes in non-income based taxes resulting from changes in federal, state or international tax laws; changes in taxing jurisdictions' administrative interpretations, decisions, policies and positions; results of tax examinations, settlements or judicial decisions; changes in accounting principles; changes to the business operations, including acquisitions; and the evaluation of new information that results in a change to a tax position taken in a prior period. Any resulting increase in our tax obligation or cash taxes paid could adversely affect our cash flows and financial results. Additionally, new income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time. Those enactments could harm our domestic and international business operations, our business, results of operations and financial condition.

Further, tax regulations could be interpreted, changed, modified or applied adversely to us. These events could require us or our paying clients to pay additional tax amounts on a prospective or retroactive basis, as well as require us or our paying clients to pay fines and/or penalties and interest for past amounts deemed to be due. If we raise our prices to offset the costs of these changes, existing and potential future paying clients may elect not to purchase our products and services.

As a multinational organization, we may be subject to taxation in various jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. Countries, trading regions and local taxing jurisdictions have differing rules and regulations governing sales and use taxes, and these rules and regulations are subject to varying interpretations that may change over time. We collect and remit U.S. sales and value-added tax (VAT) in several jurisdictions. However, it is possible that we could face sales tax or VAT audits and that our liability for these taxes could exceed our estimates as tax authorities could still assert that we are obligated to collect additional tax amounts from our paying clients and remit those taxes to those authorities. We could also be subject to audits in states and international jurisdictions for which we have not accrued tax liabilities. Further, one or more state or foreign authorities could seek to impose additional sales, use or other tax collection and record-keeping obligations on us or may determine that such taxes should have, but have not been, paid by us. Liability for past taxes may also include substantial interest and penalty charges. Any successful action by state, foreign or other authorities to compel us to collect and remit sales tax, use tax or other taxes, either retroactively, prospectively or both, could harm our business, results of operations and financial condition.

As our business continues to grow and if we become more profitable, we anticipate that our income tax obligations could significantly increase. If our existing tax credits and net operating loss carryforwards become fully utilized, we may be unable to offset or otherwise mitigate our tax obligations to the same extent as in prior years. This could have a material impact to our future cash flows or operating results.

Our ability to use our net operating loss carryforwards may be subject to limitation.

Under Section 382 of the Internal Revenue Code of 1986, as amended, our ability to utilize net operating loss carryforwards or other tax attributes in any taxable year may be limited if we experience an “ownership change.” A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. The Business Combination resulted in an ownership change with respect to our corporate subsidiaries, which may limit our ability to utilize pre-existing tax attributes of such corporate subsidiaries. In addition, future issuances of our common stock could cause an “ownership change.” It is possible that any such ownership change, or any future ownership change, could have a material effect on the use of our net operating loss carryforwards or other tax attributes, which could have a material adverse effect on our results of operations and profitability.

Regulation related to the provision of services on the internet is increasing, as federal, state and foreign governments continue to adopt new laws and regulations addressing data privacy and the collection, processing, storage and use of personal information. In some cases, foreign data privacy laws and regulations, such as the European Union’s General Data Protection Regulation, also governs the processing of personal information. Further, laws are increasingly aimed at the use of personal information for marketing purposes, such as the European Union’s e-Privacy Directive, and the country-specific regulations that implement that directive. Such laws and regulations are subject to differing interpretations and are inconsistent among jurisdictions. These and other requirements could reduce demand for our products or restrict our ability to store and process data or, in some cases, impact our ability to offer our services and products in certain locations.

In addition to government activity, privacy advocacy and other industry groups have established or may establish new self-regulatory standards that may place additional burdens on us. Our clients may expect us to meet voluntary certification or other standards established by third parties. If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to provide our products to certain clients and could harm our business.

The costs of compliance with and other burdens imposed by laws, regulations and standards are significant and may limit the use and adoption of our services and reduce overall demand for them, or lead to material fines, penalties or liabilities for noncompliance.

Furthermore, concerns regarding data privacy may cause our clients’ clients to resist providing the data necessary to allow our clients to use our service effectively. Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales and adoption of our cloud-based products.

General Risks

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our platform and could harm our business.

The future success of our business depends upon the continued use of the internet as a primary medium for commerce, communication and business applications. Federal, state or foreign governmental bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. The adoption of any laws or regulations that could reduce the growth, popularity or use of the internet, including laws or practices limiting internet neutrality, could decrease the demand for, or the usage of, our products and services, increase our cost of doing business and harm our results of operations. Changes in these laws or regulations could require us to modify our platform, or certain aspects of our platform, in order to comply with these changes. In addition, government agencies or private organizations have imposed and may impose additional taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related commerce or communications generally or result in reductions in the demand for internet-based products such as ours. In addition, the use of the internet as a business tool could be harmed due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease-of-use, accessibility and quality of service. Further, our platform depends on the quality of our users’ access to the internet.

In June 2018, the repeal of the Federal Communications Commission’s (FCC), “net neutrality” rules took effect and returned to a “light-touch” regulatory framework. The prior rules were designed to ensure that all online content is treated the same by internet service providers and other companies that provide broadband services. Additionally, in September 2018, California enacted the California Internet Consumer Protection and Net Neutrality Act of 2018, making California the fourth state to enact a state-level net neutrality law since the FCC repealed its nationwide regulations, mandating that all broadband services in California must be provided in accordance with state net neutrality requirements. The U.S. Department of Justice has sued to block the law going into effect, and California has agreed to delay enforcement until the resolution of the FCC’s repeal of the federal rules. A number of other states are considering legislation or executive actions that would regulate the conduct of broadband providers. We cannot predict whether the FCC order or state initiatives will be modified, overturned or vacated by legal action of the court, federal legislation or the FCC. With the repeal of net neutrality rules in effect, we could incur greater operating expenses, which could harm our results of operations. As the internet continues to experience growth in the number of users, frequency of use and amount of data transmitted, the internet infrastructure that we and our users rely on may be unable to support the demands placed upon it. The failure of the internet infrastructure that we or our users rely on, even for a short period of time, could undermine our operations and harm our results of operations.

Internet access is frequently provided by companies that have significant market power that could take actions that degrade, disrupt or increase the cost of user access to our platform, which would negatively impact our business. The performance of the internet and its acceptance as a business tool has been harmed by “viruses,” “worms” and similar malicious programs, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for our platform could decline.

We could incur greater operating expenses, and our user acquisition and retention could be negatively impacted if network operators:

•

implement usage-based pricing;

•

discount pricing for competitive products;

•

otherwise materially change their pricing rates or schemes;

•

charge us to deliver our traffic at certain levels, or at all;

•

throttle traffic based on its source or type;

•

implement bandwidth caps or other usage restrictions; or

•

otherwise try to monetize or control access to their networks.

In addition, national level “fire walls” can disrupt existing usage of our applications as well as prevent expansion into certain geographies.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Our processes for assessing, identifying and managing material risks from cybersecurity threats are embodied in our enterprise-wide cybersecurity risk management program (Cyber Risk Program), which governs our cybersecurity oversight and management structure as well as our cybersecurity strategy and processes.

Governance Structure

Board of Directors Oversight

The Risk Committee of our board of directors is responsible for the oversight of our Cyber Risk Program. The Chief Legal Officer provides quarterly updates to the Risk committee regarding the status, findings and developments within the Cyber Risk Program. In addition, the Risk Committee receives updates and presentations from the Senior Vice President, Information Security and Compliance (SVP) at each Risk Committee meeting that cover, among other things, our cyber incidents and responses, ongoing cyber threats, material risks, deployment of cybersecurity controls and risk mitigants, engagement of third parties (e.g., consultants and auditors) and third-party tools, our cyber insurance coverages and our employee-training programs. The Risk Committee then reports to the full board of directors at each regular meeting of the board of directors. Additionally, at least one member of our board of directors possesses cybersecurity risk oversight experience, which contributes to the board’s ability to understand and evaluate cybersecurity-related matters.

Management’s Assessment and Management of Cybersecurity Threats

Members of the executive management team, along with others from senior management and others with varying areas of expertise, are engaged as part of our Cyber Risk Program:

•

Senior Vice President, Information Security and Compliance: Our SVP manages our Cyber Risk Program and reports directly to the Chief Legal Officer. He manages the day-to-day information security operation, oversees our security analysts and engineers and is a member of our Cybersecurity Subcommittee. He is trained in cybersecurity strategy, planning and execution and holds industry recognized security certification, including Certified Information Systems Security Professional (CISSP) from the International Information System Security Certification Consortium (ISC2) and Certified Information Security Manager (CISM) from the Information Systems Audit and Control Association (ISACA). Our SVP has extensive experience regarding cybersecurity matters and threats affecting business-to-business software and cloud service vendors such as E2open.

•

Chief Legal Officer: Our Chief Legal Officer, who also serves as our Acting Chief Risk Officer, supervises the SVP's management of our Cyber Risk Program and is the chair of our Cybersecurity Subcommittee of our Disclosure Committee. Our Chief Legal Officer has experience providing legal advice regarding cybersecurity-related programs as well as engaging with outside advisors and insurance brokers and underwriters on cybersecurity coverage, claims and loss mitigation.

•

Cybersecurity Subcommittee of the Disclosure Committee: We have created a Cybersecurity Subcommittee of our management Disclosure Committee which includes, the Chief Legal Officer, SVP and Chief Accounting Officer. The Cybersecurity Subcommittee meets to discuss and evaluate whether certain cybersecurity incidents require public disclosure and makes recommendations regarding disclosure to the Disclosure Committee. Additionally, the Chair of the Subcommittee shall convene a meeting when either: (a) she believes a reported incident or the occurrence of a series of related incidents, requires the analysis and discussion of the Subcommittee; or (b) when any member of the Subcommittee believes that such a discussion would be appropriate. Such meeting shall be convened within 48 hours of the incident, or sooner if reasonably practicable, to expediate a materiality determination for public company reporting purposes. This Cybersecurity Subcommittee is pivotal in ensuring timely disclosure of material information and complying with the SEC’s final rules on cybersecurity risk governance adopted in late 2023.

•

Cyber Response Team: Pursuant to our Crisis Response Program, our Response Team, which comprises the Chief Legal Officer, Chief Financial Officer and an expanded team from our material business lines and administrative departments, as well as outside advisors/experts (cyber forensics, external legal counsel, law enforcement, public relations), is charged with managing the Company through a cybersecurity incident (or other event or series of events) that rise to the level of a Company “crisis.” The Program includes protocols by which the Chief Legal Officer or Chief Financial Officer, on behalf of the Response Team, will report to or engage the Chief Executive Officer and the Chairman of the board of directors if and when an incident becomes a crisis or potential crisis.

•

Other Roles: The Cyber Risk Program includes engagement of other Company management employees and outside service providers to oversee or perform specific roles in connection with cybersecurity risk assessment and management, and incident management. That includes risk and security heads from our material business lines who implement and administer policies specific to those business lines.

Risk Management and Strategy

Overview of Processes for Assessing, Identifying, and Managing Material Cyber Risks

The principal objectives of our Cyber Risk Program are to minimize the risks associated with cybersecurity threats to our business operations, financial performance and financial condition, and protect the confidential information, intellectual property and other assets of E2open, and those of our clients, vendors, partners, employees and consumers that can be at risk due to cybersecurity threats to E2open.

We have incorporated industry recognized cybersecurity frameworks and standards into our Cyber Risk Program, including frameworks from the National Institute of Standards and Technology (NIST) and security control auditing protocols from the Center for Internet Security (CIS) and the International Organizations for Standardization (ISO). Recognizing that the nature of cybersecurity threats and the particular threat vectors we face continually change, we continue to invest in updating and enhancing our Cyber Risk Program.

Under our Cyber Risk Program, our SVP, and the cybersecurity staff, along with the Cyber Response Team, with input where appropriate from our third-party advisors, work to identify our cybersecurity threats, assess the risks and deploy appropriate technologies and processes to mitigate the risks. When cybersecurity incidents occur, these resources work to manage through the incident utilizing advanced security tools and playbooks, and in accordance with processes set out in our various policies and practice documents, which include internal communications protocols to keep the executive team and, where appropriate, the Risk Committee and board of directors informed. Pertinent policy and practice documents include, among others, our Crisis Response Plan, which describes the detailed processes and procedures that should be followed in the event of a cybersecurity incident.

As an important cybersecurity risk mitigant, E2open provides mandatory training to its new hires and existing employees on a regular basis, including phishing simulation tests and follow-up tests as needed, along with monthly cybersecurity newsletters and other cyber risk-related communications.

Integration into Overall Risk Management System or Processes

The Cyber Risk Program is integrated into our overall risk management systems and processes. Our risk management systems and processes comprise numerous components, including published policies and procedures, risk detection systems, tools and protocols (automated and human); internal and external independent auditing; management committee review; defined lines of communications; employee training; engagement of outside advisors and experts; assessment and utilization of both commercial and self-insurance opportunities; client contract standardization where possible; legal review of vendor engagements and new products for regulatory compliance; and regular operations reviews with the Chief Executive Officer and Risk Committee. E2open utilizes the foregoing systems and processes to best ensure effective management of our risks and associated cybersecurity threats.

Engagement of Third Parties

As part of our Cyber Risk Program, we engage outside independent auditors, consultants, and professional advisors. We use independent auditors to certify compliance with internal control over financial reporting, the American Institute of Certified Public Accountants' Systems and Organization Controls (SOC 2) security framework. We also conduct reviews for compliance with data protection regulation such as Europe's GDPR and regulation of various U.S. states as the California Consumer Privacy Act (CCPA). We also engage industry-leading cybersecurity service and systems providers to assist with protection from and detection of cybersecurity threats and incidents and our responses to them.

Risks from Third Party Service Providers and Others

Our cybersecurity team, under the oversight of the SVP, performs risk assessments on third party service providers and other third parties (such as partner companies), as well as third party software and hardware utilized in its operations, that may have the potential to create cybersecurity threats to our data and operations. Based on the results of these regular assessments (including assessments made before engaging a third party), we may decide to take action to address and mitigate certain risks or determine that the risk is not acceptable and terminate the relationship with the third party (or determine not to engage a third party).

Risks from Cybersecurity Threats—Likely Material Impact

See the risk factor entitled Cyber-attacks and security vulnerabilities could result in serious harm to our reputation, business and financial condition. in Item 1A, Risk Factors. To date, we have not identified any material cybersecurity threats or incidents that have materially affected our business strategy, results of operations or financial condition. However, we cannot guarantee that future incidents will not have a material impact.

Item 2. Properties

Our corporate headquarters is located at 14135 Midway Road, Suite G300, Addison, Texas 75001. In addition, we lease other corporate office spaces in the following locations:


U.S. Locations		International Locations
Rogers, Arkansas		Moonee Ponds, Australia
Naples, Florida		Shanghai, China
Holland, Michigan		Tranbjerg, Denmark
Keego Harbor, Michigan		Bad Homburg, Germany
Parsippany, New Jersey		Karlsruhe, Germany
		Kowloon, Hong Kong
		Bangalore, India
		Hyderabad, India
		Pune, India
		Kuala Lumpur, Malaysia
		Dordrecht, Netherlands
		Christchurch, New Zealand
		Lima, Peru
		Manchester, United Kingdom

Our data centers are operated through co-location facilities, where we provide our own equipment to be used in leased space. While the data center space is leased, we own all the equipment that sits within those data centers. We also have managed service locations, where we do not own any equipment and do not have access to the facilities. A third party manages the data center operations and equipment. We utilize and optimize data centers and public cloud services throughout the world to attain secure application availability, at a minimum, of 99.5% uptime infrastructure. The following table sets forth our material technology infrastructure, including location and function, for our properties throughout the world (all of which are leased).


Location		Function
San Jose, California		Production, Configuration, Disaster Recovery
Sunnyvale, California		Development, Staging
Denver, Colorado		Disaster Recovery, Production
Chicago, Illinois		Production, Configuration, Disaster Recovery
Shanghai, China		Production, Disaster Recovery, Staging, Communication
Hong Kong		Production, Disaster Recovery, Staging, Communication
Ballerup, Denmark		Development, Production
Frankfurt, Germany		Production, Staging
Amsterdam, Netherlands		Production
London, United Kingdom		Production
Manchester, United Kingdon		Production, Staging

Item 3. Legal Proceedings

In 2014, Kewill (a predecessor of BluJay) entered into a software licensing and service contract with a customer that resulted in a dispute over Kewill’s performance under the agreement. In June 2020, prior to our acquisition of BluJay, the customer filed suit. BluJay and its external counsel considered the claims meritless and intended to file a counter claim for delinquent uncollected receivables. At the time of the BluJay Acquisition in September 2021, an allowance for credit losses was recorded in purchase accounting against the uncollected receivables from this customer. No further accrual was established for this litigation at the time of the acquisition or in subsequent periods through the first quarter of fiscal 2024, as in our judgment, which was based on the advice of external legal counsel, the claims were without merit. Any loss beyond the uncollected receivables was not considered probable and the maximum exposure was believed to be immaterial. In February 2022, consistent with the related contractual terms, the case moved to binding arbitration. Upon conclusion of the arbitration proceedings in August 2023, the arbitrator ruled against BluJay. On September 14, 2023, the parties agreed to a settlement for $17.8 million which resolved the matter and released us from all alleged claims. The settlement was paid on September 20, 2023.

The settlement is not an admission of liability or wrongdoing by us or our predecessors, nor does it validate the alleged claims.

We accrued $17.8 million for the settlement in the second quarter of fiscal 2024 as part of general and administrative expenses on the Condensed Consolidated Statement of Operations.

From time to time, we are subject to contingencies that arise in the ordinary course of business. We record an accrual for a contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We do not currently believe the resolution of any such contingencies will have a material adverse effect upon our Consolidated Balance Sheets, Statements of Operations or Statements of Cash Flows.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

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

Market Information and Holders of Record

Our Class A Common Stock is listed on the NYSE under the symbol “ETWO.” As of April 25, 2025, there were 91 holders of record of our Class A Common Stock.

Dividends

We do not intend to declare or pay cash dividends in the foreseeable future. Our management anticipates that all earnings and other cash resources, if any, will be retained for investment in our business.

Warrants

Our public warrants, which have an exercise price of $11.50 per share and expire in February 2026, were previously listed on the NYSE under the symbols “ETWO-WT.” On March 24, 2025, the staff of the NYSE Regulation determined to commence proceedings to delist our warrants and immediately suspended their trading. These actions were pursuant to minimum trading price requirements contained in Section 802.01D of the Listed Company Manual. As of March 25, 2025, these warrants began trading on the OTC Markets under the ticker symbol OTC:ETWOW. As a result, any over-the-counter market quotes reflect inter-dealer prices without retail mark-ups, mark-downs or commissions and may not represent actual transactions.

As of February 28, 2025, there were 29,079,872 warrants outstanding. Each warrant entitles its holder to purchase one share of our Class A Common Stock at an exercise price of $11.50 per share. The 10,280,000 private placement warrants became exercisable upon the Domestication. The Forward Purchase Warrants became exercisable upon the effectiveness of our Form S-1, which was initially filed on March 5, 2021 and became effective March 29, 2021. The 13,799,872 public warrants became exercisable on April 28, 2021. The private placement warrants, public warrants and Forward Purchase Warrants expire five years after the Closing Date, or earlier upon redemption or liquidation. There were no warrants exercised during the fiscal years ended February 28, 2025, February 29, 2024 and February 28, 2023.

See Note 18, Warrants in the Notes to the Consolidated Financial Statements for additional information about redemption of the warrants.

Securities Authorized for Issuance Under Equity Compensation Plans

The E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan (2021 Incentive Plan) is our only equity compensation plan. We currently utilize the 2021 Incentive Plan to make equity and equity-based incentive awards to officers, employees, directors and consultants. For more information about the 2021 Incentive Plan, see Note 23, Share-Based Compensation in the Notes to the Consolidated Financial Statements.

The following table sets forth certain information regarding the 2021 Incentive Plan as of February 28, 2025:


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Rights			Weighted- Average Exercise Price of Outstanding Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by stockholders		23,788,059	(1)	4.33		9,729,170	(1)
Equity compensation plans not approved by stockholders		—		N/A		—
Total		23,788,059		N/A		9,729,170

(1)

For more information about the 2021 Incentive Plan, see Note 23, Share-Based Compensation in the Notes to the Consolidated Financial Statements.

Performance Graph

The following graph shows our cumulative total stockholder return for the period from June 15, 2020 and ending on February 28, 2025. June 15, 2020 is the day the units and warrants began trading separately on the NYSE. The graph also shows the cumulative total returns of the Russell 3000 index, in which we are included, and our peer group listed below.

The comparison below assumes $100 was invested on June 15, 2020 in our common stock, the Russell 3000 index and each member of our peer group and assumes that all dividends are reinvested. Our stock performance shown in the following graph is not indicative of future stock price performance.

This graph shall not be deemed incorporated by reference by any general statement incorporated by reference to this Form 10-K into any filing under the Securities Act or Exchange Act, except to the extent that we specifically incorporate this information by reference therein and shall not otherwise be deemed filed under either the Securities Act or Exchange Act.

Our peer group as of February 28, 2025 is as follows:


Company Name	Ticker Symbol	Company Name	Ticker Symbol
Manhattan Associates, Inc.	MANH	SPS Commerce, Inc.	SPSC
Kinaxis Inc.	KXS.TO	Tecsys Inc.	TCS.TO
Logility Supply Chain Solutions, Inc.	LGTY	The Descartes Systems Group Inc.	DSG.TO

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

This item contains a discussion of our business, including a general overview of our business, properties, results of operations, liquidity and capital resources as well as quantitative and qualitative disclosures about market risk.

The following discussion should be read in conjunction with the consolidated financial statements and related notes in Item 8, Financial Statements of this 2025 Form 10-K. This Item 7 contains “forward-looking” statements that involve risks and uncertainties. See Forward-Looking Statements at the beginning of this 2025 Form 10-K.

Our fiscal year end is the final day in February. Our fiscal years 2025, 2024 and 2023 ended February 28, 2025, February 29, 2024 and February 28, 2023, respectively, and were each fifty-two-week periods.

Overview

We are a world-class end-to-end supply chain software platform that enables the world's largest companies to transform the way they make, move and sell goods and services. Our SaaS platform spans many key strategic and operational areas including channel, planning, global trade, logistics and supply. With a cloud-native global SaaS platform purpose-built for modern supply chains, we connect manufacturing, logistics, channel and distribution partners as one multi-enterprise network. Our SaaS platform anticipates disruptions and opportunities to help companies improve efficiency, reduce waste and operate sustainably. In aggregate, we serve clients in all major countries in the world across a wide range of end-markets, including consumer goods, food and beverage, manufacturing, retail, industrial and automotive, aerospace and defense, technology and transportation, among others.

We operate in what we believe is an attractive industry with strong secular tailwinds and a TAM which includes significant whitespace within our current client base. This upsell opportunity within our existing client base is largely driven by their current technology solution which is often a combination of legacy point solutions and home-grown applications which could be a combination of manual processes and spreadsheets. As manufacturing continues to evolve, supply chains have grown more complex creating the need for a modern cloud-based solution. We believe our cloud-based, end-to-end software platform offers a differentiated and more connected solution for clients that provides all the mechanisms needed to run a fully integrated supply chain solution with visibility at every point. If our clients initially purchase portions of our software, they can add on additional modules as the need arises.

Our Go-To-Market Strategy

Our go-to-market strategy is focused on both expanding the adoption of our product portfolio with existing clients and the acquisition of new clients. We primarily target our selling efforts on large enterprise organizations and sell our software primarily through a direct sales force enhanced by the additional go-to-market presence of our partners. Our go-to-market strategy enables our sales force to develop deep, long-term relationships with existing and potential clients across the relevant functions, from buying managers, IT resources, division leaders and C-level executives. Our go-to-market approach aligns with the client by engaging with them and their specific needs instead of selling a single product. This permits us to dive into the true need and find the best solution instead of trying to make one product work for every client. This alignment with the client enables us to sustain our high client retention and long client tenure, as well as drive maximum spend within each client through an efficient, focused sales model.

Our sales and marketing organizations are comprised of field sales, inside sales and sales development personnel, and we organized these teams based on client size, geography and industry. Our main priority is understanding a client's primary need, usually a specific piece of their supply chain, in order to provide the correct solution within our software platform. Once a client adopts our solution and sees firsthand the power of our unique platform, we have the potential to cross-sell additional products as well as expand into additional departments, divisions and geographies with the same solution or additional solutions within our software platform.

Goodwill Impairment

During fiscal 2025, 2024 and 2023, the fair value of E2open was calculated using a combination of the discounted cash flow method, guideline public company method and guideline transaction method. In each impairment, the approaches generated similar results and indicated that the fair value of E2open's goodwill was less than its carrying amount and resulted in goodwill impairment charges totaling $614.1 million, $1,097.7 million and $901.6 million in fiscal 2025, 2024 and 2023, respectively.

See Note 7, Goodwill to the Notes to the Consolidated Financial Statements.

Intangible Assets Impairment

During the third and fourth quarters of fiscal 2025 and first and third quarters of fiscal 2024, we experienced a significant decline in the market price of our Class A Common Stock and market capitalization. In addition, in certain of these quarters, we experienced slowing growth and lowered projections due to lower than anticipated new bookings, lower revenue, higher than expected churn and macroeconomic impacts. These factors resulted in us determining that triggering events occurred, and indefinite-lived intangible asset impairment assessments were performed for the respective quarters. The fair value of the indefinite-lived intangible asset was calculated using the relief from royalty payments method which was based on management's estimates of projected net sales and terminal growth rates, taking into consideration market and industry conditions. The assessments indicated that the fair value of E2open's indefinite-lived intangible asset was less than its carrying amount; therefore, during the fiscal years ended February 28, 2025 and February 29, 2024, we recognized an impairment charge of $18.5 million and $34.0 million to intangible assets, net, for the indefinite-lived trademark / trade name, respectively. We did not have an impairment for intangible asset during the fiscal year ended February 28, 2023. See Note 8, Intangible Assets, Net to the Notes to the Consolidated Financial Statements.

Key Components of Our Results of Operations

Revenue

We account for all client contracts under ASC Topic 606, Revenue from Contracts with Customers (ASC 606), and all the related amendments. See Note 2, Summary of Significant Accounting Policies to the Notes to the Consolidated Financial Statements for additional information.

We generate revenue from the sale of subscriptions and professional services. We recognize revenue when the client contract and associated performance obligations have been identified; the transaction price has been determined and allocated to the performance obligations in the contract; and the performance obligations have been satisfied.

Subscriptions Revenue

We offer cloud-based on-demand software solutions, which enable our clients to have constant access to our solutions without the need to manage and support the software and associated hardware themselves. We house the hardware and software in third-party facilities and provide our clients with access to software solutions, along with data security and storage, backup, recovery services and solution support.

Logistics as a service employs logistics professionals to manage a company’s transportation network including truck, rail, ocean and air freight as well as inbound/outbound logistics from production facilities to warehouses, retailers and end users/consumers.

We charge primarily fixed annual subscription fees or, in limited cases, transaction fees based on the volume of transactions requested by clients. Typically, the volume-based fees comprise a small percentage of this revenue source. Our client contracts typically have a term of one to five years while our enterprise client contracts have an average term of approximately three years. We recognize revenue ratably over the life of the contracts.

For subscription-based contracts, we generally invoice in advance. Subscription revenue is recognized ratably over the life of the contract. For transactional-based contracts, we recognize revenue for these contracts when the performance obligation is fulfilled. Transaction-based contracts represented 2%, 2% and 4% of our revenue in the fiscal years ended February 28, 2025, February 29, 2024 and February 28, 2023, respectively.

Professional Services and Other

Professional services revenue is derived primarily from fees for enabling services, including consulting and deployment services for purchased solutions. These services are often sold in conjunction with the sale of our solutions. We provide professional services primarily on a time and materials basis, but sometimes on a fixed fee basis. Clients are invoiced for professional services either monthly in arrears or, as with fixed fee arrangements, in advance and upon reaching project milestones. Professional services revenue is recognized over time. For services that are contracted at a fixed price, progress is generally measured based on labor hours incurred as a percentage of the total estimated hours required for complete satisfaction of the related performance obligations. For services that are contracted on time and materials or a prepaid basis, progress is generally based on actual labor hours expended. These input methods (e.g., hours incurred or expended and milestone completion) are considered a faithful depiction of our efforts to satisfy services contracts as they represent the performance obligation consumed by the client and performed by us, and therefore reflect the transfer of services to a client under contract.

We enter into arrangements with multiple performance obligations comprised of subscriptions and professional services. Arrangements with clients typically do not provide the client with the right to take possession of the software supporting the on-demand solutions. We primarily account for subscription and professional services revenue as separate units of accounting and allocate revenue to each deliverable in an arrangement based on a standalone selling price. We evaluate the standalone selling price for each element by considering prices we charge for similar offerings, size of the order and historical pricing practices. Other revenue primarily includes perpetual license fees, which are recognized upon delivery to the client.

Total Revenue by Geographic Locations

Revenues by geographical region consisted of the following:


	Fiscal Year Ended
($ in thousands)	February 28, 2025		February 29, 2024		February 28, 2023
Americas	$	520,674	$	536,316	$	549,246
Europe		67,686		77,857		81,062
Asia Pacific		19,328		20,381		21,907
Total revenue	$	607,688	$	634,554	$	652,215

Revenues by geography are determined based on the region of our contracting entity, which may be different than the region of the client, or where the software solutions are being utilized or accessed. United States revenue was approximately 85%, 84% and 83%, during the fiscal years ended February 28, 2025, February 29, 2024 and February 28, 2023, respectively. No other country represented more than ten percent of total revenue during these periods.

Cost of Revenue

Cost of Subscription Revenue

Cost of subscription revenue consists primarily of costs related to delivering our service and providing support to clients, including personnel and related costs, costs associated with data center operations and capacity, fees paid to third parties to license their technology and depreciation expense directly related to delivering our solutions. Cost of subscription revenue also includes the costs associated with our logistics as a service revenue which consists of costs related to managing a company’s transportation network including truck, rail, ocean and air freight as well as inbound/outbound logistics from production facilities to warehouses, retailers and end users/consumers. We generally expense our cost of subscription revenue as we incur the costs.

Cost of Professional Services and Other Revenue

Cost of professional services and other revenue consists primarily of personnel and related travel costs, the costs of contracted third-party vendors and reimbursable expenses. As our personnel are employed on a full-time basis, our cost of professional services is largely fixed in the short-term, while our professional services and other revenue may fluctuate, leading to fluctuations in professional services and other gross profit. We expense our cost of professional services and other revenue as we incur the costs.

Operating Expenses

Research and Development

Research and development expenses primarily consist of personnel and related costs of our research and development staff, costs of certain third-party contractors, depreciation, amortization and other allocated costs. Research and development expenses are expensed as incurred, excluding the capitalization of internally developed software costs.

Sales and Marketing

Sales and marketing expenses primarily consist of personnel and related costs for our sales and marketing staff. It also includes the costs of promotional events, corporate communications, online marketing, solution marketing and other brand-building activities, in addition to depreciation, amortization and other allocated costs. We defer and amortize sales commissions that are incremental and directly related to obtaining client contracts in accordance with ASC 606 and ASC 340-40, Other Assets and Deferred Cost-Contracts with Customers. We amortize sales commissions over the period that products are expected to be delivered to clients, including expected renewals. We have determined this period to be four years, beginning when costs are incurred. Certain sales commissions that would have an amortization period of less than a year are expensed as incurred to sales and marketing expenses.

General and Administrative

General and administrative expenses primarily consist of personnel and related costs for our executive, administrative, finance, information technology, legal, accounting, investor relations and human resource staff. It also includes professional fees; expenses related to our board of directors and advisory board; public company costs; other corporate expenses; depreciation; amortization; and other allocated costs.

Contingent Consideration

The contingent consideration liability is due to the issuance of the restricted Series B-2 common stock and Series 2 RCUs of E2open Holdings as part of the Business Combination. These shares and units were issued on a proportional basis to each holder of Class A shares in CCNB1 and Common Units.

The restricted shares, Common Units and deferred consideration payments are treated as a contingent consideration liability under ASC 805, Business Combination, and valued at fair market value on the acquisition date and remeasured at each reporting date and adjusted if necessary. Our earn-out liabilities and contingent consideration are valued using a Monte Carlo simulation model. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield and risk-free interest rates. Any change in the fair value of the deferred consideration from the remeasurement was recorded in acquisition-related expenses on the Consolidated Statements of Operations. Any change in the fair value of the restricted shares and Common Units from the remeasurement will be recorded in gain (loss) from change in fair value of contingent consideration on the Consolidated Statements of Operations.

Interest and Other Expense, Net

Interest and other expense, net, consists primarily of interest expense on our outstanding debt and financing lease obligations; interest income on our cash balances; foreign currency realized and unrealized gains and losses; and gains and losses on the disposal of fixed assets.

Provision for Income Taxes

The provision for income taxes consists of a deferred income tax benefit and current tax expense. The current income taxes primarily result from our profitable operations in foreign subsidiaries, which are subject to corporate income taxes in foreign jurisdictions, plus a relatively immaterial amount of U.S. federal and state income taxes on our lower tier entities not offset by net operating loss carryforwards. The deferred income tax benefit is primarily due to a decrease in overall outside basis difference in the partnership and the book/tax difference realized from intangible amortization. Certain deferred tax assets of E2open Parent Holdings, Inc. are offset by a valuation allowance while the deferred tax assets of certain other U.S corporate tax consolidated groups and non-U.S. jurisdictions remain offset by a full valuation allowance. Realization of these deferred tax assets depends upon future earnings, the timing and amount of which are uncertain. Utilization of our net operating losses may be subject to annual limitations due to the ownership change rules under the Internal Revenue Code of 1986, as amended (IRS Code), and similar state provisions. We have analyzed the effect of the IRS Code Section 382 for each of our acquisitions. Based on analysis of acquired net operating losses and credits, utilization of our net operating losses and research and development credits will be subject to annual limitations. In the event of future changes in ownership, the availability of net operating loss carryforwards could be further limited.

Results of Operations

The following table is our Consolidated Statements of Operations for the periods indicated:


	Fiscal Year Ended
($ in thousands, except per share amounts)	February 28, 2025			February 29, 2024			February 28, 2023
Revenue	$	607,688		$	634,554		$	652,215
Cost of revenue		(308,004	)		(316,863	)		(321,932	)
Total gross profit		299,684			317,691			330,283

Operating Expenses
Research and development		97,955			101,420			97,982
Sales and marketing		79,304			87,734			87,960
General and administrative		86,199			108,048			88,070
Acquisition-related expenses		4,556			2,080			16,297
Amortization of acquired intangible assets		51,445			80,276			82,812
Goodwill impairment		614,100			1,097,741			901,566
Intangible asset impairment		18,500			34,000			—
Total operating expenses		952,059			1,511,299			1,274,687
Loss from operations		(652,375	)		(1,193,608	)		(944,404	)
Interest and other expense, net		(99,343	)		(102,460	)		(76,831	)
Impairment of cost method investment		(5,500	)		—			—
Gain (loss) from change in tax receivable agreement liability		5,565			2,190			(2,886	)
Gain from change in fair value of warrant liability		14,131			14,903			37,523
Gain from change in fair value of contingent consideration		12,900			11,520			16,020
Total other expense		(72,247	)		(73,847	)		(26,174	)
Loss before income tax provision		(724,622	)		(1,267,455	)		(970,578	)
Income tax (expense) benefit		(1,163	)		82,376			250,376
Net loss		(725,785	)		(1,185,079	)		(720,202	)
Less: Net loss attributable to noncontrolling interest		(65,955	)		(115,055	)		(71,499	)
Net loss attributable to E2open Parent Holdings, Inc.	$	(659,830	)	$	(1,070,024	)	$	(648,703	)
Net loss attributable to E2open Parent Holdings, Inc. Class A common stockholders per share:
Basic	$	(2.14	)	$	(3.52	)	$	(2.15	)
Diluted	$	(2.14	)	$	(3.52	)	$	(2.15	)
Weighted-average common shares outstanding:
Basic		308,268			303,751			301,946
Diluted		308,268			303,751			301,946

Fiscal Year Ended February 28, 2025 Compared to Fiscal Year Ended February 29, 2024

Revenue


	Fiscal Year Ended
($ in thousands)	February 28, 2025			February 29, 2024			$ Change			% Change
Revenue:
Subscriptions	$	527,958		$	536,792		$	(8,834	)		-2	%
Professional services and other		79,730			97,762			(18,032	)		-18	%
Total revenue	$	607,688		$	634,554		$	(26,866	)		-4	%
Percentage of revenue:
Subscriptions		87	%		85	%
Professional services and other		13	%		15	%
Total		100	%		100	%

Subscriptions revenue was $528.0 million in fiscal 2025, a $8.8 million, or 2%, decrease compared to $536.8 million in fiscal 2024. The decrease in subscriptions revenue was primarily due to lower new bookings and elevated churn over the last twelve months.

Professional services and other revenue was $79.7 million in fiscal 2025, a $18.0 million, or 18%, decrease compared to $97.8 million in fiscal 2024. The decrease in professional services and other revenue was due to lower billable hours partially driven by a higher focus of resources on retention and client satisfaction and a decline in new bookings.

Our subscriptions revenue as a percentage of total revenue increased to 87% for the fiscal year ended February 28, 2025 from 85% for the fiscal year ended February 29, 2024. This increase was primarily due to a decline in professional services revenue. Our professional services and other revenue as a percentage of total revenue was 13% for fiscal 2025 compared to 15% for fiscal 2024 as professional services and other revenue declined.

Cost of Revenue, Gross Profit and Gross Margin


	Fiscal Year Ended
($ in thousands)	February 28, 2025			February 29, 2024			$ Change			% Change
Cost of revenue:
Subscriptions	$	145,668		$	146,006		$	(338	)		0	%
Professional services and other		65,725			72,249			(6,524	)		-9	%
Amortization of acquired intangible assets		96,611			98,608			(1,997	)		-2	%
Total cost of revenue	$	308,004		$	316,863		$	(8,859	)		-3	%

Gross profit:
Subscriptions	$	285,679		$	292,178		$	(6,499	)		-2	%
Professional services and other		14,005			25,513			(11,508	)		-45	%
Total gross profit	$	299,684		$	317,691		$	(18,007	)		-6	%

Gross margin:
Subscriptions		54	%		54	%
Professional services and other		18	%		26	%
Total gross margin		49	%		50	%

Cost of subscriptions was $145.7 million in fiscal 2025, a $0.3 million decrease compared to $146.0 million in fiscal 2024. This decrease was primarily driven by a $3.8 million decline in personnel costs and $2.8 million decrease in depreciation expense when compared to the prior year. These decreases were partially offset by increases of $4.9 million in software costs, $1.7 million for hosting costs and $1.0 million in share-based compensation expense when compared to the prior year.

Cost of professional services and other revenue was $65.7 million in fiscal 2025, a $6.5 million, or 9%, decrease compared to $72.2 million in fiscal 2024. The decrease was mainly due to a $5.7 million decline in personnel costs when compared to the prior year.

Amortization of acquired intangible assets was $96.6 million in fiscal 2025 compared to $98.6 million in fiscal 2024.

Our subscriptions gross margin was 54% for fiscal 2025 and 2024.

Our professional services gross margin was down for fiscal 2025 to 18% compared to 26% for fiscal 2024 primarily driven by our lower revenue in fiscal 2025.

Research and Development


	Fiscal Year Ended
($ in thousands)	February 28, 2025			February 29, 2024			$ Change			% Change
Research and development	$	97,955		$	101,420		$	(3,465	)		-3	%
Percentage of revenue		16	%		16	%

Research and development expenses were $98.0 million in fiscal 2025, a $3.5 million, or 3%, decrease compared to $101.4 million in fiscal 2024. The decrease was primarily due to a $5.8 million decline in personnel costs due to higher research and development software capitalization, an increased mix of offshore resources as well as a $1.2 million reduction in consulting expenses compared to the prior year. These decreases were partially offset by a $2.1 million increase in depreciation expense mainly related to capitalized software costs and $1.0 million increase in share-based compensation expense.

Sales and Marketing


	Fiscal Year Ended
($ in thousands)	February 28, 2025			February 29, 2024			$ Change			% Change
Sales and marketing	$	79,304		$	87,734		$	(8,430	)		-10	%
Percentage of revenue		13	%		14	%

Sales and marketing expenses were $79.3 million in fiscal 2024, a $8.4 million decrease compared to $87.7 million in fiscal 2024. The decrease was mostly driven by reductions of $2.6 million in marketing expenses, $1.9 million in bad debt expense, $1.6 million in software costs, $1.2 million in personnel costs and $1.0 million in travel expenses when compared to the prior year. These decreases were partially offset by a $1.0 million increase in share-based compensation expense.

General and Administrative


	Fiscal Year Ended
($ in thousands)	February 28, 2025			February 29, 2024			$ Change			% Change
General and administrative	$	86,199		$	108,048		$	(21,849	)		-20	%
Percentage of revenue		14	%		17	%

General and administrative expenses were $86.2 million in fiscal 2025, a $21.8 million, or 20%, decrease compared to $108.0 million in fiscal 2024. The decrease was mainly a result of the $17.8 million legal settlement in fiscal 2024 associated with the unfavorable ruling related to a 2014 contract between Kewill (a predecessor of BluJay) and a customer regarding Kewill's performance under the agreement as noted above. Additionally, we incurred lower spend for personnel costs of $4.6 million, consulting expenses of $5.2 million, depreciation expense of $1.1 million and facilities costs of $2.3 million for such items as rent and building maintenance due to office closures resulting from moving to a more remote workforce. These decreases were partially offset by $14.0 million of higher share-based compensation expense with the majority of the increase related to awards for onboarding our Chief Executive Officer (CEO) when compared to the prior year.

Other Operating Expenses


	Fiscal Year Ended
($ in thousands)	February 28, 2025		February 29, 2024		$ Change			% Change
Acquisition and other related expenses	$	4,556	$	2,080	$	2,476		nm
Amortization of acquired intangible assets		51,445		80,276		(28,831	)		-36	%
Total other operating expenses	$	56,001	$	82,356	$	(26,355	)		-32	%

Acquisition and other related expenses were $4.6 million in fiscal 2025, a $2.5 million increase compared to $2.1 million in fiscal 2024. The increase in expenses was a result of our strategic alternatives review announced in March 2024.

Amortization of acquired intangible assets was $51.4 million in fiscal 2025, a $28.8 million, or 36%, decrease compared to $80.3 million in fiscal 2024. The decrease in amortization expense was due to certain intangible assets being fully amortized.

Goodwill Impairment


	Fiscal Year Ended
($ in thousands)	February 28, 2025		February 29, 2024		$ Change			% Change
Goodwill impairment	$	614,100	$	1,097,741	$	(483,641	)		-44	%

As indicated above, goodwill impairment triggering events occurred during fiscal 2025 and 2024 resulting in the performance of goodwill impairment assessments. The result of the impairment assessments was the realization of a $614.1 million and $1,097.7 million impairment charge in fiscal 2025 and 2024, respectively.

Intangible Asset Impairment


	Fiscal Year Ended
($ in thousands)	February 28, 2025		February 29, 2024		$ Change			% Change
Intangible asset impairment	$	18,500	$	34,000	$	(15,500	)		-46	%

As indicated above, indefinite-lived intangible asset triggering events occurred during fiscal 2025 and 2024 resulting in the performance of indefinite-lived intangible impairment assessments. The result of the impairment assessments was the realization of a $18.5 million and $34.0 million impairment charge in fiscal 2025 and 2024, respectively.

Interest and Other Expense, Net


	Fiscal Year Ended
($ in thousands)	February 28, 2025			February 29, 2024			$ Change		% Change
Interest and other expense, net	$	(99,343	)	$	(102,460	)	$	3,117		-3	%

Interest and other expense, net was $99.3 million in fiscal 2025, a $3.1 million, or 3%, decrease compared to $102.5 million in fiscal 2024. The decrease in interest and other expense, net was driven by lower interest rates on our debt in fiscal 2025 and higher interest income from money market funds in fiscal 2025 compared to fiscal 2024, partially offset by higher realized exchange losses in fiscal 2025 compared to fiscal 2024.

Impairment of cost method investment

We regularly evaluate the carrying value of our investment for impairment and whether any events or circumstances are identified that would significantly harm the fair value of the investment. During the fourth quarter of fiscal 2025, we determined that there was substantial doubt about the private firm's ability to continue as a going concern. As a result, we determined that our investment had no value and should be fully impaired as of February 28, 2025. This resulted in a $5.5 million impairment. No impairments were previously taken related to this investment.

Gain (Loss) from Change in Tax Receivable Agreement


	Fiscal Year Ended
($ in thousands)	February 28, 2025		February 29, 2024		$ Change		% Change
Gain from change in tax receivable agreement liability	$	5,565	$	2,190	$	3,375	nm

During fiscal 2025, we recorded a gain of $5.6 million related to the change in the fair value of the tax receivable agreement liability, including interest, compared to $2.2 million during fiscal 2024. We have calculated the fair value of the Tax Receivable Agreement payments and identified the timing of the utilization of the tax attributes. The Tax Receivable Agreement liability, related to exchanges as of the Business Combination date, is revalued at the end of each reporting period with the gain or loss as well as the associated interest reflected in gain (loss) from change in tax receivable agreement liability in the Consolidated Statements of Operations in the period in which the event occurred.

In addition, under ASC 450, transactions with partnership unit holders after the acquisition date will result in additional Tax Receivable Agreement liabilities that are recorded on a gross undiscounted basis. During fiscal 2025 and 2024, the Tax Receivable Agreement applicable to this guidance increased by $1.1 million and $2.2 million, respectively.

Gain from Change in Fair Value of Warrant Liability


	Fiscal Year Ended
($ in thousands)	February 28, 2025		February 29, 2024		$ Change			% Change
Gain from change in fair value of warrant liability	$	14,131	$	14,903	$	(772	)		-5	%

We recorded a gain of $14.1 million in fiscal 2025, a $0.8 million, or 5%, decrease compared to $14.9 million in fiscal 2024 for the change in fair value on the revaluation of our warrant liability associated with our warrants. This change in fair value was related to such items as the change in our stock price, the volatility of the stock price of our peer group, changes in the risk-free interest rate and expected exercise date of the warrants. We are required to revalue the warrants at the end of each reporting period and reflect in the Consolidated Statements of Operations a gain or loss from the change in fair value of the warrant liability in the period in which the change occurred.

Gain from Change in Fair Value of Contingent Consideration


	Fiscal Year Ended
($ in thousands)	February 28, 2025		February 29, 2024		$ Change		% Change
Gain from change in fair value of contingent consideration	$	12,900	$	11,520	$	1,380		12	%

We recorded a gain of $12.9 million in fiscal 2025, a $1.4 million, or 12%, increase compared to $11.5 million in fiscal 2024 for the change in fair value on the revaluation of our contingent consideration associated with our restricted B-2 common stock. This change in fair value was related to such items as the change in the volatility of the stock price of our peer group, changes in the risk-free interest rate and our expected stock price. We are required to revalue the contingent consideration at the end of each reporting period or upon conversion and reflect in the Consolidated Statements of Operations a gain or loss from the change in fair value of the contingent consideration in the period in which the change occurred.

Income Tax Provision


	Fiscal Year Ended
($ in thousands)	February 28, 2025			February 29, 2024			$ Change			% Change
Loss before income taxes	$	(724,622	)	$	(1,267,455	)	$	542,833			-43	%
Income tax (expense) benefit		(1,163	)		82,376			(83,539	)	nm

The income tax expense was $1.2 million, or 0.2%, in fiscal 2025 compared to an income tax benefit of $82.4 million, or 6.5%, in fiscal 2024. The change in the income tax provision between periods was primarily due to the higher goodwill and indefinite-lived intangible asset impairment charges in fiscal 2024.

A discussion regarding our financial condition and results of operations for the fiscal year ended February 29, 2024 as compared to the fiscal year ended February 28, 2023 can be found in Part II, Item 7., Management's Discussion and Analysis of Financial Condition and Results of Operations of our Form 10-K for the fiscal year ended February 29, 2024 filed with the SEC on April 29, 2024.

Non-GAAP Financial Measures

This document includes Non-GAAP gross profit, Non-GAAP gross margin, EBITDA and Adjusted EBITDA, which are non-GAAP performance measures that we use to supplement our results presented in accordance with U.S. GAAP. We believe these non-GAAP measures are useful in evaluating our operating performance, as they are similar to measures reported by our public competitors and are regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. These non-GAAP measures are not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

We calculate and define Non-GAAP gross profit as gross profit excluding depreciation and amortization, share-based compensation and certain other non-cash and non-recurring items. We define and calculate EBITDA as net income or losses excluding interest income or expense, income tax expense or benefit, depreciation and amortization and Adjusted EBITDA as further adjusted for the following items: goodwill impairment charge, indefinite-lived intangible asset impairment charge, impairment of cost method investment, right-of-use assets impairment charge, transaction-related costs, (gain) loss from change in the tax receivable agreement liability, (gain) loss from changes in the fair value of the warrant liability and contingent consideration, share-based compensation and certain other non-cash and non-recurring items as described in the reconciliation below. We also report Non-GAAP gross profit and Adjusted EBITDA as a percentage of total revenue as additional measures to evaluate financial performance.

We include these non-GAAP financial measures because they are used by management to evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. These non-GAAP measures exclude certain expenses that are required in accordance with U.S. GAAP because they are non-recurring (for example, in the case of transaction-related costs, litigation settlements, goodwill impairment charge, indefinite-lived intangible asset impairment charge, impairment of cost method investment and right-of-use assets impairment charge), non-cash (for example, in the case of depreciation, amortization, (gain) loss from change in the tax receivable agreement liability, (gain) loss from changes in the fair value of the warrant liability and contingent consideration and share-based compensation) or are not related to our underlying business performance (for example, in the case of interest income and expense). There are limitations to non-GAAP financial measures because they exclude charges and credits that are required to be included in the U.S. GAAP financial presentation. The items excluded from U.S. GAAP financial measures such as net income or loss to arrive at non-GAAP financial measures are significant components for understanding and assessing our financial performance. As a result, non-GAAP financial measures should be considered together with, and not alternatives to, financial measures prepared in accordance with U.S. GAAP.

The table below presents our Non-GAAP gross profit reconciled to our reported gross profit, the closest U.S. GAAP measure, for the periods indicated:


	Fiscal Year Ended
($ in thousands)	February 28, 2025			February 29, 2024			February 28, 2023
Gross profit
Reported gross profit	$	299,684		$	317,691		$	330,283
Depreciation and amortization		110,123			114,943			114,075
Non-recurring/non-operating costs (1)		616			3,602			2,461
Share-based compensation (2)		5,620			4,274			1,515
Non-GAAP gross profit	$	416,043		$	440,510		$	448,334
Gross margin		49.3	%		50.1	%		50.6	%
Non-GAAP gross margin		68.5	%		69.4	%		68.7	%

(1)

Primarily includes other non-recurring expenses such as non-acquisition related severance related to cost reduction initiatives and reorganizations, systems integrations, consulting, advisory fees, and expenses related to retention of key employees from acquisitions.

(2)

Reflects non-cash, long-term share-based compensation expense.

The table below presents our Adjusted EBITDA reconciled to our net loss, the closest U.S. GAAP measure, for the periods indicated:


	Fiscal Year Ended
($ in thousands)	February 28, 2025			February 29, 2024			February 28, 2023
Net loss	$	(725,785	)	$	(1,185,079	)	$	(720,202	)
Adjustments:
Interest expense, net		94,409			98,555			73,793
Income tax expense (benefit)		1,163			(82,376	)		(250,376	)
Depreciation and amortization		181,975			214,727			213,260
EBITDA		(448,238	)		(954,173	)		(683,525	)
EBITDA Margin		-73.8	%		-150.4	%		-104.8	%
Goodwill impairment charge (1)		614,100			1,097,741			901,566
Intangible asset impairment charge (2)		18,500			34,000			—
Impairment of cost method investment (3)		5,500			—			—
Right-of-use assets impairment charge (4)		576			659			4,137
Loss on disposition		—			—			1,400
Acquisition-related adjustments (5)		4,556			2,080			16,297
Gain from change in tax receivable agreement liability (6)		(5,565	)		(2,190	)		2,886
Gain from change in fair value of warrant liability (7)		(14,131	)		(14,903	)		(37,523	)
Gain from change in fair value of contingent consideration (8)		(12,900	)		(11,520	)		(16,020	)
Non-recurring/non-operating costs (9)		8,615			23,702			10,154
Legal settlement (10)		—			17,750			—
Share-based compensation (11)		44,469			27,187			17,758
Adjusted EBITDA	$	215,482		$	220,333		$	217,130
Adjusted EBITDA Margin		35.5	%		34.7	%		33.3	%

(1)

Represents the goodwill impairment taken in the third and fourth quarters of fiscal 2025, first and third quarters of fiscal 2024 and second and fourth quarters of fiscal 2023.

(2)

Represents the indefinite-lived trademark / trade name impairment taken in the third and fourth quarters of fiscal 2025 and first and third quarters of fiscal 2024.

(3)

Represents the impairment taken in the fourth quarter of fiscal 2025 on our cost method investment.

(4)

Represents the impairment of our operating lease ROU assets and leasehold improvements due to vacating certain facilities.

(5)

Primarily includes advisory, consulting, accounting and legal expenses and severance incurred in connection with mergers and acquisitions activities, including related valuation, negotiation and integration costs and capital-raising activities, related to the acquisition of Logistyx and the strategic review.

(6)

Represents the fair value adjustment at each balance sheet date for the Tax Receivable Agreement along with the associated interest.

(7)

Represents the fair value adjustment at each balance sheet date of the warrant liability related to our warrants.

(8)

Represents the fair value adjustment at each balance sheet date of the contingent consideration liability related to the restricted Series B-2 common stock and Series 2 RCUs.

(9)

Primarily includes non-recurring expenses such as non-acquisition severance related to cost reduction initiatives, reorganizations and executive transition costs; foreign currency transaction gains and losses; system integrations, legal entity rationalization and non-recurring consulting and advisory fees.

(10)

Represents the $17.8 million litigation settlement for the unfavorable arbitration ruling related to the Kewill customer case.

(11)

Reflects non-cash, long-term share-based compensation expense.

Fiscal Year Ended February 28, 2025 Compared to Fiscal Year Ended February 29, 2024

Gross Profit


	Fiscal Year Ended
($ in thousands)	February 28, 2025			February 29, 2024			$ Change			% Change
Gross profit	$	299,684		$	317,691		$	(18,007	)		-6	%
Gross margin		49.3	%		50.1	%

Gross profit was $299.7 million for the fiscal year ended February 28, 2025, a $18.0 million, or 6%, decrease compared to $317.7 million for the fiscal year ended February 29, 2024. Subscriptions gross profit was down 2% while professional services and other gross profit was down 45%. Gross margin was 49% and 50% for fiscal 2025 and 2024, respectively.

Non-GAAP Gross Profit


	Fiscal Year Ended
($ in thousands)	February 28, 2025		February 29, 2024		$ Change			% Change
Non-GAAP gross profit	$	416,043	$	440,510	$	(24,467	)		-6	%

E2open Parent Holdings, Inc. 10-K