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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2026


☐	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: 001-40817

AMPLITUDE, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	45-3937349
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
201 Third Street, Suite 200 San Francisco, California	94103
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 231-2353

N/A
(Former name, former address and former fiscal year, if changed since last report)

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

      Title of each class

      Trading
Symbol(s)

      Name of each exchange on which registered

      Class A Common Stock, $0.00001 par value per share

      AMPL

      The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of May 1, 2026, there were 103,867,086 shares of the registrant's Class A common stock and 28,752,160 shares of the registrant's Class B common stock, each with a $0.00001 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	6
Item 1.	Financial Statements (Unaudited)	6
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Operations and Comprehensive Loss	7
	Condensed Consolidated Statements of Stockholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II.	OTHER INFORMATION	38
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	68
Item 3.	Defaults Upon Senior Securities	69
Item 4.	Mine Safety Disclosures	69
Item 5.	Other Information	69
Item 6.	Exhibits	70
	Signatures	71

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to statements about:

•

our expectations regarding our revenue, expenses, and other operating results;

•

our ability to acquire new customers;

•

our ability to increase usage of our AI Analytics Platform and upsell and cross-sell additional products;

•

our ability to achieve or sustain profitability;

•

future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;

•

the costs and success of our sales and marketing efforts, including our ability to grow and maintain our channel partners, and our ability to promote our brand;

•

the effects of public health crises and other global events, such as the war in Ukraine and the conflicts in the Middle East, on our business and the global economy generally;

•

our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;

•

our ability to drive growth by incorporating artificial intelligence and machine learning solutions into our platform;

•

our ability to effectively manage our growth, including any international expansion;

•

our ability to protect our intellectual property rights and any costs associated therewith;

•

our ability to compete effectively with existing competitors and new market entrants; and

•

the expenses associated with being a public company.

We caution you that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations, estimates, forecasts, and projections about future events and trends that we believe may affect our business, results of operations, financial condition, and prospects. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we cannot guarantee that the future results, levels of activity, performance, events, and circumstances reflected in the forward-looking statements will be achieved or occur at all. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors discussed in Part I, Item 2, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q as well as other documents that may be filed by us from time to time with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made available. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to our most recent Annual Report on Form 10-K and this Quarterly Report on Form 10-Q, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this Quarterly Report on Form 10-Q by these cautionary statements.

SUMMARY OF RISK FACTORS

Our business is subject to numerous risks and uncertainties, including those described in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q. The following is a summary of principal risks and uncertainties that could materially adversely affect our business, financial condition, and results of operations. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks and uncertainties facing our business.

•

We have a limited operating history and have been growing rapidly over the last several years, which makes it difficult to forecast our future results of operations and increases the risk of your investment.

•

We have a history of losses. As our costs increase, we may not be able to generate sufficient revenue to achieve and sustain profitability.

•

Our business depends on our existing customers renewing their subscriptions and purchasing additional subscriptions from us as well as attracting new customers. Any decline in our customer retention or expansion of our commercial relationships with existing customers or an inability to attract new customers would materially adversely affect our business, financial condition, and results of operations.

•

We expect fluctuations in our financial results and key metrics, making it difficult to project future results. If we fail to meet the expectations of securities analysts or investors with respect to our results of operations, the trading price of our Class A common stock could decline.

•

We expect to continue to focus on sales to larger enterprise organizations and may become more dependent on those relationships, which may increase the variability of our sales cycle and our results of operations.

•

We recognize revenue over the term of our customer contracts. Consequently, downturns or upturns in new sales may not be immediately reflected in our results of operations and may be difficult to discern.

•

Unfavorable conditions in our industry or the global economy, or reductions in software spending, could limit our ability to grow our business and materially adversely affect our business, financial condition, and results of operations.

•

If the market for SaaS applications develops more slowly than we expect or declines, our business would be materially adversely affected.

•

Our intellectual property rights may not protect our business or provide us with a competitive advantage, which could have a material adverse effect on our business, financial condition, and results of operations.

•

Our development and use of machine learning and generative artificial intelligence technologies (collectively, “AI Technologies”) within our AI Analytics Platform may not achieve their intended benefits and may expose us to technical, legal, and regulatory risks, which could have a material adverse effect on our business, financial condition, and results of operations.

•

We are subject to government regulation, including import, export control, economic sanctions, and trade sanctions, and anti-corruption laws and regulations, which may expose us to liability and increase our costs.

•

Complying with evolving privacy and other data-related laws, as well as contractual and other requirements, may be expensive and force us to make adverse changes to our business, and the failure or perceived failure to comply with such laws, contracts, and other requirements could result in adverse reputational and brand damage and significant fines and liability or otherwise materially adversely affect our business and growth prospects.

•

The trading price of our Class A common stock has been, and in the future, may be, volatile, and could decline significantly and rapidly.

•

Our principal stockholders have the ability to influence the outcome of director elections and other matters requiring stockholder approval.

•

The dual class structure of our common stock has the effect of concentrating voting control with our existing stockholders, executive officers, and directors and their affiliates, which limits your ability to influence the outcome of important transactions and to influence corporate governance matters, such as electing directors, and to approve material mergers, acquisitions, or other business combination transactions that may not be aligned with your interests.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

AMPLITUDE, INC.

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)


	As of March 31, 2026			As of December 31, 2025
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	86,590		$	81,119
Restricted cash, current		52			—
Marketable securities, current		95,335			110,882
Accounts receivable, net of allowance for doubtful accounts of $1,340 and $1,046 as of March 31, 2026 and December 31, 2025, respectively		40,899			23,423
Prepaid expenses and other current assets		21,170			22,859
Deferred commissions, current		19,106			18,380
Total current assets		263,152			256,663
Marketable securities, non-current		31,544			60,543
Property and equipment, net		19,282			18,632
Intangible assets, net		7,849			6,376
Goodwill		25,180			25,180
Restricted cash, non-current		850			850
Deferred commissions, non-current		36,128			35,135
Operating lease right-of-use assets		9,316			9,045
Other non-current assets		8,441			8,260
Total assets	$	401,742		$	420,684
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	3,025		$	5,734
Accrued expenses		37,249			37,124
Deferred revenue		133,422			121,888
Total current liabilities		173,696			164,746
Operating lease liabilities, non-current		6,597			6,882
Non-current liabilities		4,144			3,710
Total liabilities		184,437			175,338
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.00001 par value per share; 20,000 shares authorized as of March 31, 2026 and December 31, 2025; zero shares issued and outstanding as of March 31, 2026 and December 31, 2025		—			—
Class A common stock, $0.00001 par value per share; 600,000 shares authorized as of March 31, 2026 and December 31, 2025; 103,782 and 104,400 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		1			1
Class B common stock, $0.00001 par value per share; 600,000 shares authorized as of March 31, 2026 and December 31, 2025; 28,802 and 29,633 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		—			—
Additional paid-in capital		786,853			791,146
Accumulated other comprehensive income		115			589
Accumulated deficit		(569,664	)		(546,390	)
Total stockholders’ equity		217,305			245,346
Total liabilities and stockholders’ equity	$	401,742		$	420,684

See accompanying notes to condensed consolidated financial statements.

AMPLITUDE, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share amounts)

(unaudited)


	Three Months Ended March 31,
	2026			2025
Revenue	$	93,492		$	79,953
Cost of revenue		25,209			20,204
Gross profit		68,283			59,749
Operating expenses:
Research and development		25,321			23,533
Sales and marketing		50,803			44,146
General and administrative		16,299			16,268
Total operating expenses		92,423			83,947
Other income (expense), net		1,956			2,745
Loss before provision for (benefit from) income taxes		(22,184	)		(21,453	)
Provision for (benefit from) income taxes		1,090			778
Net loss	$	(23,274	)	$	(22,231	)
Net loss per share attributable to Class A and Class B common stockholders:
Basic and diluted	$	(0.17	)	$	(0.17	)
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders:
Basic and diluted		133,303			129,696

Other comprehensive loss
Net unrealized gains on marketable securities		(474	)		320
Comprehensive loss	$	(23,748	)	$	(21,911	)

See accompanying notes to condensed consolidated financial statements.

AMPLITUDE, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands)

(unaudited)


	Class A and Class B common stock					Additional paid-in			Accumulated other comprehensive			Accumulated			Total stockholders’
	Shares			Amount		capital			income (loss)			deficit			equity
Balance at December 31, 2025		134,033		$	1	$	791,146		$	589		$	(546,390	)	$	245,346
Stock-based compensation expense		—			—		20,773			—			—			20,773
Forfeiture of unvested shares issued in connection with acquisition		(258	)		—		—			—			—			—
Exercise of stock options		377			—		459			—			—			459
Vesting of restricted stock units		1,924			—		—			—			—			—
Tax withholding on net share settlement of restricted stock units		(737	)		—		(4,674	)		—			—			(4,674	)
Tax on share repurchases		—			—		(123	)		—			—			(123	)
Repurchase of common stock		(2,755	)		—		(20,728	)		—			—			(20,728	)
Net loss		—			—		—			—			(23,274	)		(23,274	)
Other comprehensive income		—			—		—			(474	)		—			(474	)
Balance at March 31, 2026		132,584		$	1	$	786,853		$	115		$	(569,664	)	$	217,305

See accompanying notes to condensed consolidated financial statements.

AMPLITUDE, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands)

(unaudited)


	Class A and Class B common stock					Additional paid-in			Accumulated other comprehensive		Accumulated			Total stockholders’
	Shares			Amount		capital			loss		deficit			equity
Balance at December 31, 2024		129,188		$	1	$	754,398		$	6	$	(457,849	)	$	296,556
Stock-based compensation expense		—			—		21,355			—		—			21,355
Exercise of stock options		534			—		1,529			—		—			1,529
Vesting of restricted stock units		1,805			—		—			—		—			—
Tax withholding on net share settlement of restricted stock units		(670	)		—		(8,069	)		—		—			(8,069	)
Net loss		—			—		—			—		(22,231	)		(22,231	)
Other comprehensive income (loss), net		—			—		—			320		—			320
Balance at March 31, 2025		130,857		$	1	$	769,213		$	326	$	(480,080	)	$	289,460

See accompanying notes to condensed consolidated financial statements.

AMPLITUDE, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)


	Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net loss	$	(23,274	)	$	(22,231	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		2,758			2,285
Stock-based compensation expense		19,962			20,597
Non-cash operating lease costs		1,130			1,128
Other		748			254
Changes in operating assets and liabilities:
Accounts receivable		(17,709	)		(15,380	)
Prepaid expenses and other current assets		1,165			1,633
Deferred commissions		(1,719	)		(707	)
Other non-current assets		(183	)		(819	)
Accounts payable		(3,554	)		1,184
Accrued expenses		(1,611	)		(1,873	)
Deferred revenue		11,270			7,333
Operating lease liabilities		(592	)		(1,426	)
Net cash provided by (used in) operating activities		(11,609	)		(8,022	)
Cash flows provided by (used in) investing activities:
Cash received from maturities of marketable securities		26,000			8,550
Cash received from sale of marketable securities		22,051			—
Purchases of marketable securities		(4,157	)		(33,735	)
Purchase of property and equipment		(435	)		(439	)
Capitalization of internal-use software costs		(1,134	)		(765	)
Issuance of bridge loan		(186	)		—
Net cash provided by (used in) investing activities		42,139			(26,389	)
Cash flows provided by (used in) financing activities:
Proceeds from the exercise of stock options		459			1,529
Cash received for tax withholding obligations on equity award settlements		667			1,378
Cash paid for tax withholding obligations on equity award settlements		(5,405	)		(8,997	)
Repurchase of common stock		(20,728	)		—
Net cash provided by (used in) financing activities		(25,007	)		(6,090	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		5,523			(40,501	)
Cash, cash equivalents, and restricted cash at beginning of period		81,969			172,559
Cash, cash equivalents, and restricted cash at end of period	$	87,492		$	132,058
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	394		$	410
Non-cash investing and financing activities:
Purchases of property and equipment included in liabilities	$	335		$	79
Stock-based compensation capitalized as internal-use software costs	$	811		$	758
Asset retirement obligations incurred	$	177		$	—

See accompanying notes to condensed consolidated financial statements.

AMPLITUDE, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1)

Summary of Business and Significant Accounting Policies

Description of Business

Amplitude, Inc. (the “Company”) was incorporated in the state of Delaware in 2011 and is headquartered in San Francisco, California. The Company provides an AI Analytics Platform that helps businesses understand how people are using their digital products so they can improve the digital experience provided by those digital products. The Company delivers its application over the Internet as a subscription service using a software-as-a-service (“SaaS”) model. The Company’s arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. The Company also offers customer support related to initial implementation setup, ongoing support services, and application training.

Segment Information

The Company has a single operating and reportable segment. The software segment provides an AI Analytics Platform to customers using a SaaS model. The Company derives revenue primarily in the United States and manages the business activities on a consolidated basis. The accounting policies of the software segment are the same as those described in the summary of significant accounting policies.

The chief operating decision maker, who, in the Company’s case, is the Chief Executive Officer (“CEO”), assesses performance for the software segment and decides how to allocate resources based on functional expenses exclusive of stock-based compensation, amortization of acquired intangible assets, and related tax impacts of these items. The CEO uses these functional expense captions and consolidated net loss to evaluate income generated or losses incurred from the software segment, and utilizes the metric in deciding operating decisions, including, but not limited to, investing in research and development, product developments, personnel, and other expenses. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The following tables set forth operating segment information (in thousands):


	Three Months Ended March 31,
	2026			2025
Revenue	$	93,492		$	79,953
Less:
Cost of revenue(1)		23,541			18,755
Research and development(1)		18,597			15,454
Sales and marketing(1)		42,297			35,866
General and administrative(1)		12,180			11,995
Other segment expenses		21,017			22,081
Other income		(1,956	)		(2,745	)
Provision for income taxes		1,090			778
Consolidated net loss	$	(23,274	)	$	(22,231	)

(1)

Amounts exclude other segment expenses as follows:


	Three Months Ended March 31,
	2026		2025
Stock-based compensation expense and related employer payroll taxes	$	20,499	$	21,777
Amortization of acquired intangible assets		518		304
Total other segment expenses	$	21,017	$	22,081

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”) and include the accounts of Amplitude, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The reporting currency of the Company is the United States dollar. The functional currency of the Company’s foreign subsidiaries is also the United States dollar.

The unaudited condensed consolidated balance sheet as of March 31, 2026, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP on an annual reporting basis. In management’s opinion, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the balance sheet, statements of operations and comprehensive loss, statements of stockholders’ equity, and statements of cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are based on information available as of the date of the financial statements and may involve subjective or significant judgment by the Company; therefore, actual results could differ from the Company’s estimates. Items subject to such estimates and assumptions include, but are not limited to, the:

•

expected period of benefit for deferred commissions;

•

useful lives of long-lived assets;

•

valuation of goodwill and intangible assets;

•

recognition, measurement, and valuation of deferred tax assets and income tax uncertainties; and

•

incremental borrowing rates used for operating leases.

Concentration of Risk and Significant Customers

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities, and accounts receivable. Although the Company deposits its cash with high-quality, credit-rated financial institutions, the deposits, at times, may exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents.

No customer accounted for 10% or more of total revenue for the three months ended March 31, 2026 and 2025. As of March 31, 2026 and December 31, 2025, no customer represented 10% or more of accounts receivable.

Significant Accounting Policies

The Company's significant accounting policies are described in the 2025 Form 10-K. There have been no significant changes to these policies that have had a material impact on the Company’s condensed consolidated financial statements and related notes for the three months ended March 31, 2026.

Recently Adopted Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles-Goodwill and Other-Internal-use Software: Targeted Improvements to the Accounting for Internal-Use Software. The standard is intended to modernize the internal-use software guidance by eliminating accounting consideration of software project development stages and enhancing the guidance around the probable-to-complete threshold. The Company early adopted this standard on a prospective basis effective January 1, 2026. The adoption of the standard did not have a material impact on the Company's condensed consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of adopting ASU 2024-03 on its financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments improve the consistency and usability of interim disclosure requirements, clarify the scope and applicability of Topic 270, and establish a disclosure principle requiring entities to disclose material events and changes occurring since the end of the most recent annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The amendments may be applied either prospectively or retrospectively, with early adoption permitted. The Company is currently evaluating the impact that adoption of ASU 2025-11 will have on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB also issued ASU 2025-12, Codification Improvements, which includes amendments intended to clarify, correct, and improve various topics within the FASB Accounting Standards Codification to enhance its usability and consistency. The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with prospective application permitted. Early adoption is permitted. The Company is currently evaluating the impact that adoption of ASU 2025-12 will have on its condensed consolidated financial statements and related disclosures.

(2)

Revenue from Contracts with Customers

Deferred Revenue and Remaining Performance Obligations

The amount of revenue recognized in the three months ended March 31, 2026 that was included in deferred revenue as of December 31, 2025 was $60.6 million.

As of March 31, 2026 and December 31, 2025, unrecognized transaction price related to remaining performance obligations was $427.4 million and $417.7 million, respectively. The Company’s remaining performance obligations as of March 31, 2026 and December 31, 2025 are expected to be recognized as follows (in thousands):


	As of March 31, 2026		As of December 31, 2025
Less than or equal to 12 months	$	279,729	$	267,448
Greater than 12 months		147,718		150,271
Total remaining performance obligations	$	427,447	$	417,719

Disaggregation of Revenue

The following table shows the Company’s disaggregation of revenue by geographic areas, as determined based on the address of the Company's customers for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026		2025
United States	$	56,689	$	48,634
International		36,803		31,319
Total revenue	$	93,492	$	79,953

Deferred Commissions

Commissions paid upon the initial acquisition of a contract are deferred and then amortized on a straight-line basis over a period of benefit, determined to be five years. Commissions paid for subsequent renewals are amortized over the renewal term. The following table represents a roll forward of the Company’s deferred commissions for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026			2025
Beginning balance	$	53,515		$	42,651
Additions to deferred commissions		6,598			4,612
Amortization of deferred commissions		(4,879	)		(3,906	)
Ending balance		55,234			43,357
Deferred commissions, current		19,106			15,412
Deferred commissions, non-current		36,128			27,945
Total deferred commissions	$	55,234		$	43,357

(3)

Balance Sheet Components

The following tables show the Company’s financial statement details as of March 31, 2026 and December 31, 2025.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents, and restricted cash consisted of the following (in thousands):


	As of March 31,		As of December 31,
	2026		2025
Cash and cash equivalents	$	86,590	$	81,119
Restricted cash, current		52		—
Restricted cash, non-current		850		850
Total cash, cash equivalents, and restricted cash	$	87,492	$	81,969

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	As of March 31,		As of December 31,
	2026		2025
Prepaid hosting	$	8,237	$	8,399
Other prepaid expenses and other assets		12,933		14,460
Total prepaid expense and other current assets	$	21,170	$	22,859

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	As of March 31,		As of December 31,
	2026		2025
Accrued hosting	$	3,957	$	3,289
Accrued commission and bonus		11,117		17,457
Accrued payroll and employee related taxes		4,637		3,542
2021 Employee Stock Purchase Plan withholding		2,606		1,284
Operating lease liabilities, current		3,551		2,686
Customer refunds and credits		1,597		1,421
Non-income tax liabilities		1,612		1,389
Accrued services		6,645		4,840
Other accrued liabilities		1,527		1,216
Total accrued expenses	$	37,249	$	37,124

(4)

Fair Value Measurements

The following table summarizes, for financial assets measured at fair value, the respective fair value and classification by level of input within the fair value hierarchy (in thousands):


	As of March 31, 2026
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Level 1:
Cash equivalents(1)
Money market funds	$	20,085	$	—	$	—		$	20,085
Level 2:
Available-for-sale securities
U.S. governmental and agency securities		126,764		190		(75	)		126,879
Total	$	146,849	$	190	$	(75	)	$	146,964


	As of December 31, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Level 1:
Cash equivalents(1)
Money market funds	$	44,348	$	—	$	—	$	44,348
Level 2:
Available-for-sale securities
U.S. governmental and agency securities		170,836		589		—		171,425
Total	$	215,184	$	589	$	—	$	215,773

(1)

Included in “Cash and cash equivalents” in the Company’s condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, in addition to cash of $66.5 million and $36.8 million, respectively.

The Company uses quoted prices in active markets for identical assets to determine the fair value of the Company's Level 1 investments. The fair value of the Company's Level 2 investments is determined using pricing based on quoted market prices or alternative market observable inputs.

The fair value of the Company's available-for-sale securities as of March 31, 2026, by remaining contractual maturities, was as follows (in thousands):


	As of March 31, 2026
Due in one year or less	$	95,335
Due in greater than one year		31,544
Total	$	126,879

(5)

Acquisitions and Intangible Assets

Business Combination Completed in 2026

On January 14, 2026 (the "Acquisition Date"), the Company completed the acquisition of InfiniGrow Ltd. ("InfiniGrow"), a privately-held AI marketing analytics company, by acquiring all of its outstanding capital stock for total consideration of $0.2 million in cash. Prior to the acquisition, the Company had provided InfiniGrow with short-term financing through two bridge loan agreements executed in December 2025 and January 2026, with an aggregate outstanding balance (including accrued interest) of $0.4 million at the time of closing. Upon completion of the acquisition, the outstanding bridge loan balances were settled as a preexisting relationship. In connection with the acquisition, which was accounted for as a business combination, the Company recognized $2.0 million of developed technology intangible assets that will be amortized over an estimated useful life of three years. Additionally, the Company agreed to grant equity awards to key employees of InfiniGrow under its equity incentive plan, with an aggregate target value of $6.5 million to be recognized as compensation expense over the requisite service period.

InfiniGrow is an AI marketing analytics company that helps organizations measure, forecast, and optimize the impact of marketing on revenue. The acquisition reinforces the Company's focus on making analytics actionable and helping marketers move faster, make smarter decisions, and drive business outcomes from a single platform.

Intangible Assets Other Than Goodwill

Intangible assets, net consisted of the following (in thousands):


		As of March 31, 2026										As of December 31, 2025
		Gross Carrying Amount			Accumulated Amortization				Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization				Net Carrying Amount
Developed technology	$		14,788	$		(7,299	)	$		7,489	$		12,798	$		(6,838	)	$		5,959
Customer related			1,631			(1,271	)			360			1,631			(1,214	)			417
Trade name			90			(90	)			—			90			(90	)			—
Intangible assets, net	$		16,509	$		(8,660	)	$		7,849	$		14,519	$		(8,142	)	$		6,376

Amortization expense of intangible assets was $0.6 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, future amortization expense is expected to be as follows (in thousands):


	Amount
Remainder of 2026	$	1,878
2027		2,369
2028		2,099
2029		1,203
2030		300
Total	$	7,849

(6)

Stockholders’ Equity and Equity Incentive Plans

Preferred stock

In connection with the direct listing of the Company's Class A common stock on the Nasdaq Capital Market (the “Direct Listing”) on September 21, 2021, an amended and restated certificate of incorporation of the Company was filed with the Secretary of State of the State of Delaware, which authorized the issuance of 20 million shares of undesignated preferred stock with a par value of $0.00001 per share and rights and preferences, including voting rights, designated from time to time by the Company's board of directors.

Common Stock

The Company has two classes of common stock: Class A common stock and Class B common stock. The Company's amended and restated certificate of incorporation authorizes the issuance of 600 million shares of Class A common stock and 600 million shares of Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to five votes. Class A and Class B common stock each have a par value of $0.00001 per share and are referred to as common stock throughout the notes to the condensed consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends whenever funds are legally available and if declared by the Company's board of directors.

Shares of Class B common stock may be converted to Class A common stock at any time at the option of the stockholder. Shares of Class B common stock will also automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Company's amended and restated certificate of incorporation. In addition, each share of Class B common stock held by the Company's three cofounders (or any of such founder’s affiliates) will convert automatically into one share of Class A common stock on the earlier of: (i) the death or incapacity of such founder or (ii) the date that is six months following the date on which such founder is no longer an employee or director of the Company (unless such founder has rejoined the Company during such six-month period). Each outstanding share of the Company's Class B common stock will also convert automatically into one share of Class A common stock on the date that is six months following the date on which no founder is an employee or director of the Company (unless a founder has rejoined the Company during such six-month period). In addition, any transfer by a founder (or such founder’s affiliates) to one or more of the other founders (or such founders’ affiliates) will not result in the automatic conversion of such shares of Class B common stock to Class A common stock. Once converted into Class A common stock, the Class B common stock may not be reissued.

The Company has reserved shares of its common stock as follows:


	As of March 31, 2026		As of December 31, 2025
2014 Stock Option and Grant Plan and 2021 Incentive Award Plan:
Equity plan stock options outstanding		9,478,629		9,855,901
RSUs outstanding		12,483,357		14,049,044
Shares available for future issuance		26,119,175		19,038,398
2021 Employee Stock Purchase Plan:
Shares available for future issuance		6,989,644		5,649,309
Total reserved shares		55,070,805		48,592,652

Equity Incentive Plans

2014 Stock Option and Grant Plan

In December 2014, the Company adopted its 2014 Stock Option and Grant Plan (as amended, the “2014 Plan”), pursuant to which shares of the Company’s common stock were reserved for the issuance of stock options (incentive and non-statutory), restricted stock units (“RSUs”), and restricted stock to employees, directors, and consultants under terms and provisions established by the Company's board of directors and approved by the Company’s stockholders. The 2014 Plan was terminated in September 2021 in connection with the Direct Listing but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2014 Plan. No further equity awards will be granted under the 2014 Plan. With the establishment of the 2021 Incentive Award Plan (the “2021 Plan”) as further discussed below, upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class A common stock underlying outstanding stock-based awards granted under the 2014 Plan, an equal number of shares of Class A common stock will become available for grant under the 2021 Plan.

2021 Incentive Award Plan

In August 2021, the Company's board of directors adopted, and its stockholders approved, the 2021 Plan, which became effective in connection with the Direct Listing. The 2021 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSU awards, performance bonus awards, performance stock units, dividend equivalent awards and other forms of equity compensation (collectively, “equity awards”). As of March 31, 2026, a total of 26,119,175 shares of the Company's Class A common stock were available for future issuance under the 2021 Plan in addition to (i) any shares available for issuance under the 2014 Plan as of the effective date of the 2021 Plan, (ii) the number of shares represented by awards outstanding under the Company's 2014 Plan (“Prior Plan Awards”) that become available upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class A common stock underlying outstanding stock awards granted under the 2014 Plan, and (iii) an annual increase on the first day of each fiscal year beginning in 2022 and ending in 2031, equal to the lesser of (A) 5% of the shares of the Company's common stock outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the Company's board of directors; provided, however, that no more than 88,000,000 shares of stock may be issued upon the exercise of incentive stock options.

Stock Option Awards

Stock options granted under the 2014 Plan and the 2021 Plan (collectively, the “combined stock plans”) generally vest based on continued service over four years.

Option activity under the combined stock plans for the three months ended March 31, 2026 is set forth below:


						Weighted
				Weighted		average		Aggregate
	Outstanding			average		remaining		intrinsic
	stock			exercise		contractual		value (in
	options			price		life (years)		thousands)
Balance as of December 31, 2025		9,855,901		$	4.63		4.31	$	68,642
Granted		—			—
Exercised		(377,272	)	$	1.21
Cancelled/forfeited		—			—
Balance as of March 31, 2026 (1)		9,478,629		$	4.78		4.16	$	19,327
Exercisable as of March 31, 2026		9,298,629		$	4.59		4.10	$	20,734

(1)

As no forfeitures are estimated due to the Company’s adoption of ASU No. 2016-09, all options are vested or expected to vest. As of March 31, 2026, no options were outstanding that were subject to a future performance condition.

The aggregate intrinsic values of options are calculated as the difference between the exercise price of the options and the market price for shares of the Company’s Class A common stock as of each period-end. The total intrinsic value of options exercised for the three months ended March 31, 2026 and 2025 was $2.1 million and $3.9 million, respectively.

No stock options were granted in the three months ended March 31, 2026 and 2025. No tax benefits were realized from options during the periods.

As of March 31, 2026, total unrecognized stock-based compensation expense related to options outstanding under the combined stock plans was $1.4 million. This unrecognized expense as of March 31, 2026 is expected to be recognized over the weighted average remaining vesting period of 1.25 years. As of March 31, 2026, the Company had 229,500 shares of non-employee stock options outstanding under the combined stock plans.

The fair value of each option granted to employees under the 2021 Plan is estimated on the grant date using the Black-Scholes pricing model.

Restricted Stock Units

RSUs granted under the 2021 Plan generally vest based on continued service. During the three months ended March 31, 2026, and 2025, the Company recorded $19.9 million and $20.5 million in stock-based compensation related to RSUs, respectively.

The total fair value of RSUs vested during the three months ended March 31, 2026 and 2025 was $12.2 million and $21.7 million, respectively. As of March 31, 2026, total unrecognized stock-based compensation expense related to RSUs was $118.5 million. This unrecognized expense as of March 31, 2026 is expected to be recognized over the weighted average remaining vesting period of 1.77 years. As of March 31, 2026, the Company had 144,698 shares of non-employee RSUs outstanding under the combined stock plans.

RSU activity during the three months ended March 31, 2026 was as follows:


	Restricted stock units			Weighted- average grant date fair value per share
Balance as of December 31, 2025		14,049,044		$	10.16
Granted		778,265		$	7.56
Vested		(1,923,762	)	$	10.37
Cancelled/forfeited		(420,190	)	$	9.77
Balance as of March 31, 2026		12,483,357		$	9.98

2021 Employee Stock Purchase Plan

In August 2021, the Company’s board of directors adopted, and its stockholders approved, the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective in connection with the Direct Listing. The ESPP authorizes the issuance of shares of Class

A common stock pursuant to purchase rights granted to employees. As of March 31, 2026, a total of 6,989,644 shares of the Company’s Class A common stock were available for future issuance under the ESPP, in addition to any annual automatic evergreen increases in the number of shares of Class A common stock reserved for future issuance under the ESPP. The ESPP offers employees the option to purchase shares through a series of consecutive 12-month offering periods on each May 15th and November 15th (with two six-month purchase periods during each offering period). The price at which Class A common stock is purchased under the ESPP is equal to the lower of (i) 85% of the closing trading price per share of the Company's Class A common stock on the first trading date of an offering period in which a participant is enrolled or (ii) 85% of the closing trading price per share on the purchase date, which will occur on the last trading day of each purchase period, or such other price designated by the administrator.

The ESPP offers a rollover feature pursuant to which, if the fair market value of a share of Class A common stock on the first purchase date is lower than the fair market value on the first trading day of the offering period, the respective offering period will terminate and each participant will be automatically enrolled in the offering period that commences immediately following the purchase date.

As of March 31, 2026, 1.7 million shares have been purchased under the ESPP. During the three months ended March 31, 2026 and 2025, the Company recognized $0.6 million and $0.3 million of stock-based compensation expense related to the ESPP in each period, respectively. As of March 31, 2026, total unrecognized compensation cost related to the ESPP was $0.8 million, which will be amortized over a weighted average period of 1.37 years.

Stock-based compensation expense, net of actual forfeitures, is reflected in the condensed consolidated statements of operations and comprehensive loss (in thousands):


	Three Months Ended March 31,
	2026		2025
Cost of revenue	$	1,210	$	1,267
Research and development		6,409		7,506
Sales and marketing		8,388		7,819
General and administrative		3,955		4,005
Total stock-based compensation expense	$	19,962	$	20,597

Share Repurchase Program

On May 6, 2025, the Board approved a share repurchase program (the “Repurchase Program”), under which the Company is authorized to repurchase up to $50.0 million of the Company’s Class A common stock. On February 18, 2026, the Board approved an increase to the Repurchase Program, authorizing repurchases up to an additional $100.0 million of the Company's Class A common stock. Under the Repurchase Program, the Company may repurchase shares of the Company’s outstanding Class A common stock from time to time, in such amounts as management deems appropriate, through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, purchases through 10b5-1 trading plans, or by any combination of such methods. The timing and amount of any repurchases pursuant to the Repurchase Program will be determined based on market conditions, share price and other factors. The Repurchase Program does not have an expiration date, does not require the Company to repurchase any specific number of shares of its Class A common stock, and may be modified, suspended or terminated at any time without notice.

During the three months ended March 31, 2026, the Company repurchased 2,755,364 shares of Class A common stock for an aggregate amount of $20.7 million, including broker commission fees. Shares repurchased by the Company are immediately retired and returned to the status of authorized and unissued. The cost paid to repurchase shares in excess of the par value is recorded to additional paid-in capital on the Company’s condensed consolidated balance sheet. As of March 31, 2026, a total of $105.3 million remains available for future repurchases under the Repurchase Program.

Other Share Repurchases

In 2025, the Company repurchased and retired 599,655 shares of its Class A common stock for an aggregate purchase price of $6.8 million. The repurchase was conducted through a privately negotiated transaction under the Company’s contractual right of first refusal granted in connection with a prior acquisition and was not part of the Company’s authorized Repurchase Program. No share repurchases were made during the three months ended March 31, 2026.

Shares repurchased by the Company are immediately retired and returned to the status of authorized and unissued. The cost paid to repurchase shares in excess of the par value is recorded to additional paid-in capital on the Company’s consolidated balance sheet.

(7)

Income Taxes

The Company had an effective tax rate of (4.9)% and (3.6)% for the three months ended March 31, 2026, and 2025, respectively. The Company continues to incur U.S. operating losses and has minimal profits in its foreign jurisdictions.

During the three months ended March 31, 2026 and 2025, the Company evaluated all available evidence, both positive and negative, including historical levels of income, along with expectations and risks associated with estimates of future taxable income, and determined that it is more likely than not that its net deferred tax assets will not be realized in the United States. Due to uncertainties surrounding the realization of the deferred tax assets, the Company continues to maintain a full valuation allowance against its net deferred tax assets within the United States.

On July 4, 2025, the One Big Beautiful Bill Act (“the OBBBA”) was signed into law. The OBBBA introduces multiple tax law and other legislative changes, which may be subject to further clarification and the issuance of interpretive guidance. The new legislation did not have a material impact on the Company’s consolidated financial statements. The Company will continue to monitor developments on additional guidance and legislative changes.

(8)

Operating Leases

Supplemental cash flow information related to operating leases was as follows (in thousands):


	Three Months Ended March 31,
	2026
Right-of-use assets obtained in exchange for new operating lease liabilities	$	1,053
Cash paid for operating lease liabilities	$	592

Future minimum lease payments under non-cancellable operating leases with initial lease terms in excess of one year included in the Company’s lease liabilities as of March 31, 2026 were as follows (in thousands):


Year ending December 31:
Remainder of 2026	$	2,599
2027		4,624
2028		3,411
2029 and thereafter		493
Total undiscounted operating lease payments	$	11,127
Less: imputed interest		(979	)
Total operating lease liabilities	$	10,148

(9)

Commitments and Contingencies

Legal Matters

On August 8, 2024, a putative privacy class action captioned Atkins v. Amplitude, Inc., Case No. 3:24-cv-04913 was filed in the United States District Court for the Northern District of California, naming the Company as a defendant. The lawsuit is purportedly brought on behalf of all individuals who downloaded and used an application on their mobile device that embedded the Company’s Software Development Kit (“SDK”) and did not publicly disclose the Company in the application’s notices or disclosures. The complaint asserts claims under the Federal Wiretap Act, California Wiretap Act, California Invasion of Privacy Act, and California Comprehensive Computer Data Access and Fraud Act. The complaint seeks statutory damages and other relief. The plaintiffs filed an amended complaint on November 15, 2024. The Company filed a motion to dismiss the amended complaint on January 7, 2025, and a motion to compel arbitration on April 8, 2025. On September 2, 2025, the court granted the Company's motion to compel arbitration and denied the Company's motion to dismiss as moot. On September 30, 2025, the plaintiffs filed a motion seeking to appeal the court's decision, which was denied by the court on March 25, 2026.

On September 18, 2024, an individual privacy action captioned Shah v. Amplitude, Inc., Case No. 2:24-cv-08155-MEMF-JPR was filed in the United States District Court for the Central District of California, naming the Company as a defendant. The lawsuit is brought by an individual who alleges to have used an application on his mobile device that embedded the SDK without explicitly identifying the Company in the application’s notices or disclosures. The complaint asserts claims under the Federal Wiretap Act, California Wiretap Act, California Invasion of Privacy Act, and California Comprehensive Computer Data Access and Fraud Act. The complaint seeks statutory damages and other relief. On December 3, 2024, the court stayed the case pending final resolution of Atkins v. Amplitude, Inc., Case No. 3:24-cv-04913 (N.D. Cal.).

The Company has received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend the Company, its partners and its customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish its proprietary rights.

In addition to the matters discussed above, from time to time, the Company is party to litigation and other legal proceedings in the ordinary course of business. While the Company does not believe the ultimate resolution of pending legal matters is likely to have a material adverse effect on its financial position, the results of any litigation or other legal proceedings are uncertain and as such the resolution of such legal proceedings, either individually or in the aggregate, could have a material adverse effect on its business, results of operations, financial condition or cash flows. The Company records litigation accruals for legal matters, which are both probable and estimable. For legal proceedings for which there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable), the Company has determined that it does not have material exposure, or it is unable to develop a range of reasonably possible losses. Although no assurance may be given, the Company believes that it is not presently a party to any litigation of which the outcome, if determined adversely, would individually or in the aggregate be reasonably expected to have a material and adverse effect on the business, operating results, cash flows, or financial position. Legal fees are expensed in the period in which they are incurred.

(10)

Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):


	Three Months Ended March 31,
	2026			2025
Net loss attributable to Class A and Class B common stockholders	$	(23,274	)	$	(22,231	)
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted		133,303			129,696
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted	$	(0.17	)	$	(0.17	)

The following potential shares of common stock were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands):


	As of March 31,
	2026		2025
Equity plan stock options outstanding		9,479		10,955
RSUs outstanding		12,483		12,527
Restricted shares		—		301
Shares issuable pursuant to the ESPP		656		431
Total		22,618		24,214

(11) Subsequent Events

In April 2026, the Company issued RSUs representing 12,248,817 shares of its Class A common stock to its employees with service-based vesting conditions. The service-based vesting condition for these awards is satisfied over three years. The grant date fair value of the RSUs issued in April 2026 was approximately $82.4 million.

On May 1, 2026, the Company entered into an agreement with a third-party AI research company to obtain control of certain customer contract-related assets along with the associated trade name and a non-exclusive license to their technology, in exchange for

the Company’s assumption of the performance obligation associated with the obtained customer contracts. The Company is currently evaluating the accounting treatment for the acquired assets and assumed liabilities, including determining their relative fair values.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and related notes appearing in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included under Part II, Item 1A below. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Unless the context otherwise requires, all references in this report to “Amplitude,” the “Company,” “we,” “our,” “us,” or similar terms refer to Amplitude, Inc. and its subsidiaries.

Overview

Amplitude is the leading AI Analytics Platform that helps businesses understand how people are using their products so they can build amazing digital experiences that increase acquisition, monetization and retention and drive revenue growth. We work with more than 4,900 paying customers of various sizes and stages of digital maturity, across many industries, including the teams behind some of the most beloved digital products in the world. We have experienced steady growth in recent years, with approximately 818 employees in ten global offices.

At the core of our AI Analytics Platform is our Behavioral Graph, a proprietary, purpose-built behavioral database that is the largest of its kind. Our Behavioral Graph instantly finds patterns, makes recommendations, and connects customer actions along their journeys to the right business outcomes, like engagement, growth, and loyalty. We have also re-architected Amplitude to be AI-led from the ground up. This transformation integrates AI across our platform to deliver intelligent insights, automate complex workflows, and enable adaptive experiences for our customers. With built-in AI agents and infrastructure—not bolted-on features—Amplitude helps teams reduce guesswork and drive durable business growth. Consistently ranked #1 in multiple categories by G2, Amplitude offers a comprehensive and easy-to-use platform, which includes Product and Marketing Analytics, Session Replay, Feature and Web Experimentation, Activation, Guides and Surveys, AI Agents, Amplitude Model Context Protocol ("MCP"), AI Visibility, AI Feedback, Automated Insights, Global Agent and Specialized Agent.

Key Factors Affecting Our Performance

We believe that the growth and future success of our business depends on many factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations.

Customer Acquisition and Expansion

We believe that our AI Analytics Platform can help businesses across industries, company size, and stages of digital maturity drive better business outcomes through optimizing the digital product experience of their customers. We are focused on continuing to acquire new customers and expanding our relationships with our existing installed base to support our long-term growth. We have invested, and expect to continue to invest, in our sales and marketing efforts to drive customer acquisition.

Historically, we have been successful at efficiently growing our customer base and number of customers who have entered into and grown into larger subscriptions with us as evidenced by the growth of our number of paying customers and number of customers that represent greater than $100,000 in annual recurring revenue (“ARR”). As of March 31, 2026 and 2025, we had 727 and 617 customers, respectively, that each represented greater than $100,000 in ARR, representing an 18% increase year-over-year. We believe our relationship with some of the world’s most beloved product-led companies has resulted in increased brand credibility and access to many attractive growth opportunities. As of March 31, 2026 and 2025, our dollar-based net retention rate for the trailing 12 months ("TTM") was 105% and 98%, respectively, for paying customers. Additionally, our ending dollar-based net retention rate for paying customers as of March 31, 2026 and 2025, was 106% and 101%, respectively.

Investments in Platform

We believe that our customers will demand additional features and capabilities beyond our current platform offerings to assist them in optimizing their digital products. We have a history of, and will continue to invest significantly in, developing and delivering innovative products, features, and functionality targeted at our core customer base. In addition, we may choose to add new products and offerings or enhance our platform capabilities through acquisitions. In recent years, we have acquired companies to improve and expand our platform capabilities. In October 2024, we acquired CommandAI to provide intuitive AI-powered user assistance to make complex software easier to adopt and navigate. In June 2025, we completed an asset acquisition of Inari to accelerate our AI roadmap, leveraging their team’s deep expertise in applied AI. In July 2025, we completed a talent acquisition of June.io, a startup focused on empowering early‑stage product teams, to contribute to our next generation of AI-driven analytics experiences. In July 2025, we completed the acquisition of Kraftful, integrating Kraftful's Voice of Customer Technology to unite quantitative user behavioral data and qualitative user feedback into Amplitude. In January 2026, we completed the acquisition of InfiniGrow Ltd., an AI marketing analytics company that helps organizations measure, forecast, and optimize the impact of marketing on revenue. The acquisition reinforces the Company’s focus on making analytics actionable and helping marketers move faster, make smarter decisions, and drive business outcomes from a single platform. Going forward, we may pursue both strategic partnerships and acquisitions that we believe will be complementary to our business, accelerate customer acquisition, increase usage of our platform, and/or expand our platform offerings in our core markets.

Investing for Growth

Our investment for growth encompasses multiple critical areas, including product expansion, our sales force, sales support, partner ecosystem, and our international presence. We continue to evolve our technology and platform to ensure that we are best serving our customers’ needs. For example, in February 2025, following our acquisition of CommandAI, we rolled out Guides and Surveys to help organizations improve onboarding and user engagement. In May 2025, we rolled out a suite of new marketing capabilities that give visibility into the entire customer journey, enabling marketers to increase conversion, improve ROI, and target audiences more precisely. In June 2025, we introduced Amplitude AI Agents, which turned Amplitude into a team of specialized experts that works 24/7 to analyze user behavior, run experiments, and optimize digital experiences. In October 2025, we launched Amplitude MCP server that enables teams to analyze product data, experiments, and user behavior using conversational AI. In October 2025, we launched AI Visibility, a new capability that gives marketers unprecedented insight into how their brand shows up in AI search results, accompanied by recommendations on how to improve it based on a company’s actual data. In November 2025, we launched AI Feedback, a customer feedback engine with a proprietary LLM process that automatically turns raw input into prioritized, actionable insights. In December 2025, we launched Amplitude's Automated Insights that can replicate an expert's standard analysis process in a fraction of the time. In January 2026, we launched Global Agent, a fully automated AI Analyst. Global Agent is designed to do anything a human can do in Amplitude, from creating a cohort to deploying a guide in a few minutes. In the same month, we also launched Specialized Agents, including dashboard monitoring agent, feedback agent, website conversion agent, and session replay agent.

We believe the evolution of our technology and platform will lead to increased retention and positive customer referrals that will continue to generate expansion opportunities within our existing installed base and from new customers. We plan to continue to invest in our research and development organization to maintain and strengthen our market leadership position, and we believe that attracting the best engineering and AI talent will continue to be critical to our long-term success. As we continue to invest in our platform, we expect our research and development expenses, including those capitalized for internal-use software, to increase in dollar amount over time. Over the longer term, we believe these expenses as a percentage of revenue will decrease, though these expenses as a percentage of revenue could increase in the short term.

We will continue to make strategic investments in our sales efforts to pursue attractive growth opportunities and ensure customer success, particularly with larger enterprises where we have experienced significant traction to date. We also plan to invest in our channel partners, such as independent software vendors and resellers, to extend our reach faster than we could do on our own. As we continue to invest in our sales efforts, we expect our sales and marketing expenses to increase in dollar amount over time. Over the longer term, we believe these expenses as a percentage of revenue will decrease, though these expenses as a percentage of revenue could increase in the short term.

Finally, we see opportunities to expand offices and headcount internationally to better serve targeted international markets where we believe we have a significant opportunity to accelerate existing traction and success. For the three months ended March 31, 2026, 39% of our revenue was generated outside the United States. As we seek to expand our business globally, we may be adversely affected by global economic and political instability. For example, as a result of the Russia-Ukraine War and related sanctions, we have terminated certain relationships with customers in Russia. Some of the businesses of our customers in the impacted regions have also experienced disruptions that have affected their ability to pay for our services. See “Risk Factors–Risks Related to Our Business and Industry–Our operations are international in scope, and we plan further geographical expansion, creating a variety of operational challenges.”

Key Business Metrics

We review a number of operating and financial metrics, including the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. We are not aware of any uniform standards for calculating these key metrics, which may hinder comparability with other companies who may calculate similarly-titled metrics in a different way.


	As of March 31,
	2026			2025			YoY Growth
	(in thousands, except percentages)
Annual Recurring Revenue (ARR)	$	374		$	320		17%
Dollar-Based Net Retention Rate (TTM)		105	%		98	%
Paying Customers with ARR of $100,000 or greater		727			617		18%

Annual Recurring Revenue

We define ARR as the annual recurring revenue of subscription agreements at a point in time based on the terms of customers’ contracts, including certain premium services that are subject to contractual subscription terms and Plus customers that we expect to recur. ARR should be viewed independently of revenue, and does not represent our U.S. GAAP revenue on an annualized basis, as it is an operating metric that can be impacted by contract start and end dates and renewal rates. ARR is also not intended to be a forecast of revenue.

Dollar-Based Net Retention Rate

We calculate our dollar-based net retention rate to measure our ability to retain and expand ARR from our customers and believe it is an indicator of the value our platform delivers to customers and our future business opportunities. Our net retention rate compares our ARR from the same set of customers across comparable periods and reflects customer renewals, expansion, contraction, and attrition.

We calculate dollar-based net retention rate as of a period-end by starting with the ARR from the cohort of all customers as of 12 months prior to such period-end (the “Prior Period ARR”). We then calculate the ARR from these same customers as of the current period-end (the “Current Period ARR”). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers as well as any overage charges in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the dollar-based net retention rate (“NRR”). We then calculate the average of the trailing 12-month dollar-based net retention rates, to arrive at the dollar-based net retention rate (“NRR (TTM)”).

Paying Customers with ARR of $100,000 or greater

For purposes of customer count, a customer is defined as an entity that has a unique Dunn & Bradstreet Global Ultimate (“GULT”) Data Universal Numbering System (“DUNS”) number and an active subscription contract as of the measurement date. The DUNS number is a global standard for business identification and tracking. We make exceptions for holding companies, government entities, and other organizations for which the GULT, in our judgment, does not accurately represent the Amplitude customer or the DUNS does not exist.

We define Paying Customers with ARR of $100,000 or greater as those Paying Customers on one or more paid subscriptions that have $100,000 or more in ARR.

We believe our ability to grow the number of paying customers on our platform, particularly those spending $100,000 or more a year, provides a key indicator of the demand for our platform, growth of our business, and our future business opportunities. Increasing awareness of our platform and its broad range of capabilities, coupled with the mainstream adoption of cloud-based technology, has expanded the diversity of our customer base to include organizations of different sizes across virtually all industries.

Non-GAAP Financial Measures

The following table presents certain non-GAAP financial measures, along with the most directly comparable U.S. GAAP measure, for each period presented below. In addition to our results determined in accordance with U.S. GAAP, we believe these non-GAAP financial measures are useful in evaluating our operating performance. See below for a description of the non-GAAP financial measures and their limitations as an analytical tool. A reconciliation is also provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP.


	Three Months Ended March 31,
	2026			2025
	(in thousands, except percentages)
Gross Profit	$	68,283		$	59,749
Non-GAAP Gross Profit	$	69,950		$	61,198

Gross Margin		73	%		75	%
Non-GAAP Gross Margin		75	%		77	%

Loss from Operations	$	(24,140	)	$	(24,198	)
Non-GAAP Income (Loss) from Operations	$	(3,123	)	$	(2,117	)

Loss from Operations Margin		(26	)%		(30	)%
Non-GAAP Income (Loss) from Operations Margin		(3	)%		(3	)%

Net Cash Provided by (Used in) Operating Activities	$	(11,609	)	$	(8,022	)
Free Cash Flow	$	(13,178	)	$	(9,226	)

Net Cash Provided by (Used in) Operating Activities Margin		(12	)%		(10	)%
Free Cash Flow Margin		(14	)%		(12	)%

Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Income (Loss) from Operations, and Non-GAAP Income (Loss) from Operations Margin

We define non-GAAP gross profit and non-GAAP gross margin as U.S. GAAP gross profit and U.S. GAAP gross margin, respectively, excluding stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets, and non-recurring costs such as restructuring and other related charges. Non-GAAP gross margin is calculated as non-GAAP gross profit divided by total revenue.

We define non-GAAP income (loss) from operations and non-GAAP income (loss) from operations margin as U.S. GAAP income (loss) from operations and U.S. GAAP loss from operations margin, respectively, excluding stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets, and non-recurring costs such as restructuring and other related charges. Non-GAAP income (loss) from operations margin is calculated as non-GAAP income (loss) from operations divided by total revenue.

We exclude stock-based compensation expense and related employer payroll taxes, which is a non-cash expense, from certain of our non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding operational performance. We exclude amortization of intangible assets, which is a non-cash expense, related to business combinations from certain of our non-GAAP financial measures because such expenses are related to business combinations and have no direct correlation to the operation of our business. Although we exclude these expenses from certain non-GAAP financial measures, the revenue from acquired companies subsequent to the date of acquisition is reflected in these measures and the acquired intangible assets contribute to our revenue generation. We exclude non-recurring costs from certain of our non-GAAP financial measures because such expenses do not repeat period over period and are not reflective of the ongoing operation of our business.

We use non-GAAP gross margin and non-GAAP income (loss) from operations margin in conjunction with traditional U.S. GAAP measures to evaluate our financial performance. We believe that non-GAAP gross margin and non-GAAP income (loss) from operations margin provide our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations.

Free Cash Flow and Free Cash Flow Margin

We define free cash flow as net cash provided by (used in) operating activities, less cash used for purchases of property and equipment and capitalized internal-use software costs. Free cash flow margin is calculated as free cash flow divided by total revenue. We believe that free cash flow and free cash flow margin are useful indicators of liquidity that provide information to management and investors, even if negative, about the amount of cash used in our operations other than that used for investments in property and equipment and capitalized internal-use software costs.

Limitations and Reconciliations of Non-GAAP Financial Measures

Non-GAAP financial measures are presented for supplemental informational purposes only. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under U.S. GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial measures determined under U.S. GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently or may use other measures to evaluate their performance. In addition, free cash flow does not reflect our future contractual commitments and the total increase or decrease of our cash balance for a given period. All of these limitations could reduce the usefulness of these non-GAAP financial measures as analytical tools. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures and to not rely on any single financial measure to evaluate our business.

The following tables reconcile the most directly comparable U.S. GAAP financial measure to each of these non-GAAP financial measures.

Non-GAAP Gross Profit and Gross Margin


	Three Months Ended March 31,
	2026				2025
	(in thousands, except percentages)
Gross profit	$	68,283			$	59,749
Add:
Stock-based compensation expense(1)		1,210				1,267
Acquired intangible assets amortization		457				182
Non-GAAP Gross Profit	$	69,950			$	61,198
Non-GAAP Gross Margin		75	%	&nb

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Amplitude, Inc. 10-Q