UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 ~~June~~September 30, 2025


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

For transition period from to

Commission File Number 001-39688

Latch, Inc.

(Exact name of registrant as specified in its charter)


Delaware						85-3087759
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

1220 N. Price Road, Suite 2

Olivette, Missouri 63132

(314) 227-1100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None.

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

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

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

As of ~~January~~February 219, 2026, there were 164,257,801 shares of the registrant’s common stock outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “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”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Form 10-Q, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Form 10-Q and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties and assumptions described under the section in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”), titled “Risk Factors,” as updated by Part II, Item 1A. “Risk Factors” in this Form 10-Q. These forward-looking statements are subject to numerous risks, including, without limitation, the following:

•our ability to remediate the material weaknesses we identified in our internal control over financial reporting or other findings in the Company’s 2022-2023 internal investigation, and the timing of such remediation;

•the performance of the Company’s stock, particularly given the limited liquidity and depressed trading prices of the Company’s common stock as a result of delisting of the Company’s securities from The Nasdaq Stock Market LLC;

•whether the Company’s common stock and warrants, which are trading on OTC Markets Group Inc.’s (“OTC”) Expert Market (the “OTC Expert Market”), may remain on the OTC Expert Market rather than be listed on the OTCQX, OTCQB, OTCID or OTC Pink Limited markets;

•developments in the pending stockholder class action and derivative complaints or other legal proceedings;

•regulatory disputes and governmental inquiries, including the SEC Investigation (as defined below);

•privacy and data protection laws, privacy or data breaches or the loss of data;

•the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;

•increases in component costs, long lead times, supply shortages and other disruptions to our supply chain;

•delays in construction timelines at our customers’ building sites;

•any defects in new products or enhancements to existing products;

•our ability to continue to develop new products, services and innovations to meet constantly evolving customer demands;

•our ability to hire, retain, manage and motivate employees, including key personnel;

•the impact of workforce reductions on our business, financial condition and results of operations;

•our ability to improve operating and financial results and attain profitability;

•compliance with laws and regulations applicable to our business;

•the impact of macroeconomic conditions on our business, our suppliers and our existing and potential customers;

•our ability to upgrade and maintain our information technology systems;

•our ability to create, acquire and protect intellectual property;

•our ability to successfully identify, complete, integrate and realize synergies from acquisitions, including the ability to retain key personnel from such acquisitions; and

•the potential adverse impact of any future acquisitions, including the potential increase in risks already existing in our operations, poor performance or decline in value of acquired businesses and unexpected costs or liabilities that may arise from any future acquisitions.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an

evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

You should read this 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 our forward-looking statements by these cautionary statements.

Latch, Inc. and Subsidiaries

Form 10-Q

Table of Contents

			Page
Part I - Financial Information			1
Item 1. Financial Statements (unaudited)			1
Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2025 and December 31, 2024			1
Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2025 and December 31, 2024			1
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the three and six months ended June 30, 2025 and 2024			2
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the three and nine months ended September 30, 2025 and 2024			2
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three and six months ended June 30, 2025 and 2024			3
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three and nine months ended September 30, 2025 and 2024			3
Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2025 and 2024			4
Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2025 and 2024			5
Notes to Condensed Consolidated Financial Statements (unaudited)			56
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2526
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3637
Item 4. Controls and Procedures			3637
Part II - Other Information			4041
Item 1. Legal Proceedings			4041
Item 1A. Risk Factors			4041
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4041
Item 3. Defaults Upon Senior Securities			4041
Item 4. Mine Safety Disclosures			4041
Item 5. Other Information			4041
Item 6. Exhibits			4142
Signatures			4243

Part I. Financial Information

Item 1. Financial Statements

Latch, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (unaudited)

(in thousands, except share amounts)

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents(1)	$	46,727	$	70,203
Cash and cash equivalents	$	42,576	$	70,203
Available-for-sale securities	31,~~650~~733		5,187
Accounts receivable, net	117,~~568~~918		9,864
Inventories, net current	1815,~~207~~124		14,376
Prepaid expenses and other current assets	1312,~~289~~262		30,523
Total current assets	9379,~~441~~613		130,153
Property and equipment, net	~~973~~921		1,073
Internally-developed software, net	9,~~297~~061		10,748
Inventories, net non-current	1314,~~602~~612		16,082
Goodwill	30,205		30,205
Intangible assets, net	2,~~466~~382		2,584
Other non-current assets	4,~~998~~819		5,579
Total assets	$	~~154~~141,~~982~~613	$	196,424
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	86,~~299~~993	$	7,821
Accrued expenses(1)	16,975		35,066
Accrued expenses	12,910		35,066
Deferred revenue, current	11,~~256~~451		11,900
Current portion of long-term debt	1,314		1,314
Other current liabilities	~~629~~730		1,092
Total current liabilities	3833,~~473~~398		57,193
Deferred revenue, non-current	1816,~~027~~506		21,282
Long-term debt	3,~~978~~655		4,515
Other non-current liabilities	2,~~246~~175		2,251
Total liabilities	6255,~~724~~734		85,241
Commitments and contingencies (see Note 15)
Stockholders’ equity
Common stock - $0.0001 par value, 1,000,000,000 shares authorized; 163,296,812 and 164,087,277 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively(2)	19		19
Common stock - $0.0001 par value, 1,000,000,000 shares authorized; 163,296,812 and 164,087,277 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively(1)	19		19
Treasury stock	(1)		(1)
Additional paid-in capital	770,~~067~~238		769,866
Accumulated other comprehensive income	~~(6)~~26		21
Accumulated deficit	(~~677~~684,~~821~~403)		(658,722)
Total stockholders’ equity	9285,~~258~~879		111,183
Total liabilities and stockholders’ equity	$	~~154~~141,~~982~~613	$	196,424

(1)~~Amount~~Shares ~~presented~~issued asand ofoutstanding ~~June 30~~exclude 738,000 ~~2025~~shares ~~includes~~subject ~~$3.2~~to ~~million~~vesting ofrequirements ~~cash~~held ~~required~~by ~~for~~TS aInnovation ~~purchase~~Acquisitions ofSponsor, ~~securities~~L.L.C. ~~executed during~~ (the ~~three~~“Sponsor”) ~~months~~related ~~ended~~to ~~June~~the ~~30,~~2021 ~~2025~~business ~~but~~combination ~~that was not deducted from~~ (the ~~Company’s~~“Sponsor ~~accounts until July 2025~~Shares”). ~~See Note 13. Accrued Expenses.~~

(2)Shares issued and outstanding exclude 738,000 shares subject to vesting requirements held by TS Innovation Acquisitions Sponsor, L.L.C. (the “Sponsor”) related to the 2021 business combination (the “Sponsor Shares”).

See accompanying notes to the condensed consolidated financial statements.

Latch, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)

(in thousands, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Revenue

Hardware

5,~~916~~146

53,~~583~~611

915,~~953~~099

1013,~~226~~837

Software

5,~~244~~370

5,~~022~~077

1015,~~403~~773

1015,~~059~~136

Professional services

76,~~895~~910

26,~~333~~255

1421,~~473~~383

410,~~688~~943

Total revenue

1917,~~055~~426

1214,~~938~~943

3452,~~829~~255

2439,~~973~~916

Cost of revenue(1)

Hardware

43,~~150~~927

43,~~352~~537

711,~~453~~380

710,~~377~~914

Software

~~503~~502

~~573~~519

1,~~054~~556

~~930~~1,449

Professional services

65,~~206~~279

24,~~081~~812

1015,~~647~~926

49,~~280~~092

Total cost of revenue

109,~~859~~708

78,~~006~~868

1928,~~154~~862

1221,~~587~~455

Operating expenses

Research and development

43,~~454~~759

24,~~940~~875

1013,~~087~~846

712,~~141~~016

Sales and marketing

43,~~150~~995

23,~~252~~954

711,~~727~~722

48,~~751~~705

General and administrative

5,~~856~~019

1612,~~726~~827

1318,~~627~~646

2841,~~575~~402

Depreciation and amortization

1,~~320~~271

1,~~814~~805

24,~~842~~113

35,~~710~~515

Total operating expenses

1514,~~780~~044

23,~~732~~461

3448,~~283~~327

4467,~~177~~638

Loss from operations

(76,~~584~~326)

(17,~~800~~386)

(1824,~~608~~934)

(3149,~~791~~177)

Other (expense) income, net

Interest (expense) income, net

(281)

521

(534)

967

Change in fair value of warrant liability

(61)

(38)

(62)

Change in fair value of warrant liability

(32)

(69)

(1)

Interest (expense) income, net

(251)

405

(785)

1,372

Other income, net

289

112

253

Other (expense) income, net

(36)

(14)

239

Total other (expense) income, net

(~~265~~256)

~~863~~330

(~~491~~747)

1,~~219~~549

Loss before income taxes

(76,~~849~~582)

(1617,~~937~~056)

(1925,~~099~~681)

(3047,~~572~~628)

Provision for income taxes

—

Net loss

(76,~~849~~582)

(1617,~~937~~056)

(1925,~~099~~681)

(3047,~~574~~630)

Other comprehensive income (loss)

Unrealized loss on available-for-sale securities

(2)

(9)

(16)

(44)

Unrealized gain (loss) on available-for-sale securities

—

(16)

(31)

Foreign currency translation adjustment

~~(15)~~32

(49)

~~(11)~~21

2(7)

Comprehensive loss

(76,~~866~~550)

(1617,~~950~~052)

(1925,~~126~~676)

(3047,~~616~~668)

Net loss per common share:

Basic and diluted net loss per common share

(0.0504)

(0.11)

(0.1216)

(0.2030)

Weighted average shares outstanding:

Basic and diluted

160,~~416~~435,~~365~~461

156,386,470

160,~~344~~375,~~652~~254

156,386,470

(1)Exclusive of depreciation and amortization shown in operating expenses.

See accompanying notes to the condensed consolidated financial statements.

Latch, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (unaudited)

(in thousands)

				Six Months Ended June 30, 2024
	Common Stock(1)			AdditionalPaid-InCapital		Accumulated OtherComprehensiveIncome (Loss)			AccumulatedDeficit		TotalStockholders’ Equity
		Common Stock(1)				AdditionalPaid-InCapital			Treasury Stock Amount		Accumulated OtherComprehensiveIncome (Loss)		AccumulatedDeficit		TotalStockholders’ Equity
	Shares	Amount
				Shares				Amount
January 1, 2024	175,462	$	19	$	770,196	$	48		$	(601,126)	$	169,137
January 1, 2024				175,462		$	19		$	770,196	$	—	$	48	$	(601,126)	$	169,137
Stock-based compensation	—	—		2,119		—			—		2,119
Stock-based compensation				—		—			2,119		—		—		—		2,119
Foreign currency translation adjustment	—	—		—		6			—		6
Foreign currency translation adjustment				—		—			—		—		6		—		6
Unrealized loss on available-for-sale securities	—	—		—		(35)			—		(35)
Unrealized loss on available-for-sale securities				—		—			—		—		(35)		—		(35)
Net loss	—	—		—		—			(13,637)		(13,637)
Net loss				—		—			—		—		—		(13,637)		(13,637)
March 31, 2024	175,462	19		772,315		19			(614,763)		157,590
March 31, 2024				175,462		19			772,315		—		19		(614,763)		157,590
Stock-based compensation	—	—		1,979		—			—		1,979
Stock-based compensation				—		—			1,979		—		—		—		1,979
Foreign currency translation adjustment	—	—		—		(4)			—		(4)
Foreign currency translation adjustment				—		—			—		—		(4)		—		(4)
Unrealized loss on available-for-sale securities	—	—		—		(9)			—		(9)
Unrealized loss on available-for-sale securities				—		—			—		—		(9)		—		(9)
Net loss	—	—		—		—			(16,937)		(16,937)
Net loss				—		—			—		—		—		(16,937)		(16,937)
June 30, 2024	175,462	19		774,294		6			(631,700)		142,619
June 30, 2024				175,462		$	19		$	774,294	$	—	$	6	$	(631,700)	$	142,619
Foreign currency translation adjustment	—	—		—		(9)			—		(9)
				Six Months Ended June 30, 2025
Stock-based compensation	—	—		1,832		—			—		1,832
		Common Stock(1)				AdditionalPaid-InCapital			Treasury Stock Amount		Accumulated OtherComprehensiveIncome (Loss)		AccumulatedDeficit		TotalStockholders’ Equity
Unrealized gain on available-for-sale securities	—	—		—		13			—		13
				Shares				Amount
Net loss	—	—		—		—			(17,056)		(17,056)
January 1, 2025				164,087		$	19		$	769,866	$	(1)	$	21	$	(658,722)	$	111,183
September 30, 2024	175,462	$	19	$	776,126	$	10		$	(648,756)	$	127,399
Stock-based compensation				—		—			247		—		—		—		247
Foreign currency translation adjustment				—		—			—		—		4		—		4
Unrealized loss on available-for-sale securities				—		—			—		—		(14)		—		(14)
Net loss				—		—			—		—		—		(11,250)		(11,250)
March 31, 2025				164,087		19			770,113		(1)		11		(669,972)		100,170
Stock-based compensation				—		—			(46)		—		—		—		(46)
Foreign currency translation adjustment				—		—			—		—		(15)		—		(15)
Unrealized loss on available-for-sale securities				—		—			—		—		(2)		—		(2)
Net loss				—		—			—		—		—		(7,849)		(7,849)
June 30, 2025				164,087		$	19		$	770,067	$	(1)	$	(6)	$	(677,821)	$	92,258

(1)Shares issued and outstanding exclude 738,000 Sponsor Shares subject to vesting requirements.

See accompanying notes to the condensed consolidated financial statements.

Latch, Inc. and Subsidiaries

Condensed Consolidated ~~Statements~~Statement of ~~Cash~~Stockholders’ ~~Flows~~Equity (unaudited)

(in thousands)

		Six Months Ended June 30,
	Common Stock(1)							AdditionalPaid-InCapital		Treasury Stock Amount		Accumulated OtherComprehensiveIncome (Loss)		AccumulatedDeficit		TotalStockholders’ Equity
		2025				2024
	Shares			Amount
Operating activities
January 1, 2025	164,087			$	19			$	769,866	$	(1)	$	21	$	(658,722)	$	111,183
Net loss		$	(19,099)			$	(30,574)
Stock-based compensation	—			—				247		—		—		—		247
Adjustments to reconcile net loss to net cash used in operating activities
Foreign currency translation adjustment	—			—				—		—		4		—		4
Depreciation and amortization		2,842				3,710
Unrealized loss on available-for-sale securities	—			—				—		—		(14)		—		(14)
Non-cash interest income		(118)				(932)
Net loss	—			—				—		—		—		(11,250)		(11,250)
Change in fair value of warrant liability		69				1
March 31, 2025	164,087			19				770,113		$	(1)	11		(669,972)		100,170
Realized loss on available-for-sale securities		—				1
Stock-based compensation	—			—				(46)		—		—		—		(46)
Unrealized (income) loss on marketable securities		(12)				84
Foreign currency translation adjustment	—			—				—		—		(15)		—		(15)
Loss on disposal of fixed assets		—				189
Unrealized loss on available-for-sale securities	—			—				—		—		(2)		—		(2)
Provision for expected credit losses, net of recoveries		56				(113)
Net loss	—			—				—		—		—		(7,849)		(7,849)
Provision for credit losses on contract assets		(8)				(136)
June 30, 2025	164,087			19				770,067		(1)		(6)		(677,821)		92,258
Stock-based compensation expense		201				3,988
Stock-based compensation	—			—				171		—		—		—		171
Changes in assets and liabilities (excluding effects of acquisitions)
Foreign currency translation adjustment	—			—				—		—		32		—		32
Accounts receivable		(1,760)				(6,619)
Net loss	—			—				—		—		—		(6,582)		(6,582)
Inventories, net		(1,351)				2,762
September 30, 2025	164,087			$	19			$	770,238	(1)		$	26	$	(684,403)	$	85,879
Prepaid expenses and other current assets		17,248				(1,618)
Other non-current assets		700				187
Accounts payable		490				(344)
Accrued expenses		(18,085)				(11,000)
Deferred revenue		(3,899)				(3,193)
Other current liabilities		(463)				(1,103)
Other non-current liabilities		(55)				227
Net cash used in operating activities		(23,244)				(44,483)
Investing activities
Purchase of available-for-sale securities		(6,656)				(10,119)
Proceeds from sales and maturities of available-for-sale securities		8,307				73,251
Business acquisitions, net of cash acquired		—				(1,160)
Purchase of property and equipment		(77)				(40)
Capitalized internally-developed software		(1,098)				(2,694)
Net cash provided by investing activities		476				59,238
Financing activities
Repayment of term loan		(556)				—
Repayment of unsecured promissory notes		—				(22,000)
Net cash used in financing activities		(556)				(22,000)
Effect of exchange rate on cash		(152)				29
Net change in cash and cash equivalents		(23,476)				(7,216)
Cash and cash equivalents
Beginning of period		70,203				94,675
End of period		$	46,727			$	87,459
Supplemental disclosure of non-cash investing and financing activities
Capitalization of stock-based compensation to internally developed software		$	—			$	110
Net assets acquired as part of business acquisitions		$	—			$	628

(1)Shares issued and outstanding exclude 738,000 Sponsor Shares subject to vesting requirements.

See accompanying notes to the condensed consolidated financial statements.

Latch, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)


	Nine Months Ended September 30,
	2025		2024

Operating activities
Net loss	$	(25,681)	$	(47,630)
Adjustments to reconcile net loss to net cash used by operating activities
Depreciation and amortization	4,113		5,515
Non-cash interest income	(149)		(1,101)

Change in fair value of warrant liability	38		62




Unrealized (income) loss on marketable securities	(14)		89
Realized loss on available-for-sale securities	—		1

Impairment loss on long-lived assets	—		189
Provision for expected credit losses, net of recoveries	87		(124)
Provision for credit losses on contract assets	(12)		(143)
Stock-based compensation expense	368		5,761
Changes in assets and liabilities (excluding effects of acquisitions)
Accounts receivable	1,859		(3,406)
Inventories, net	722		2,220
Prepaid expenses and other current assets	18,280		822
Other non-current assets	904		315
Accounts payable	(827)		(1,085)
Accrued expenses	(22,155)		(17,147)
Other current liabilities	(362)		(1,448)
Other non-current liabilities	(85)		146
Deferred revenue	(5,225)		(5,008)
Net cash used in operating activities	(28,139)		(61,972)
Investing activities
Purchase of available-for-sale securities	(6,656)		(11,897)
Proceeds from sales and maturities of available-for-sale securities	10,257		89,094
Business acquisitions, net of cash acquired	—		(950)

Purchase of property and equipment	(74)		(230)
Capitalized internally-developed software	(1,997)		(4,143)

Net cash provided by investing activities	1,530		71,874
Financing activities




Repayment of term loan	(889)		—
Repayment of unsecured promissory notes	—		(22,000)






Net cash used in financing activities	(889)		(22,000)
Effect of exchange rate on cash	(129)		14
Net change in cash and cash equivalents	(27,627)		(12,084)
Cash and cash equivalents
Beginning of period	70,203		94,675
End of period	$	42,576	$	82,591
Supplemental disclosure of non-cash investing and financing activities
Capitalization of stock-based compensation to internally developed software	$	4	$	169
Net assets acquired as part of business acquisitions	$	—	$	2,067
Debt assumed/issued as part of business acquisitions	$	—	$	6,000

See accompanying notes to the condensed consolidated financial statements.

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

1.DESCRIPTION OF BUSINESS

Latch, Inc. (collectively with its subsidiaries, the “Company”) is a technology company delivering an integrated ecosystem of hardware, software and services designed to enhance operations and experiences within buildings, primarily serving the multifamily rental market.

In August 2025, the Company rebranded as DOOR, although its legal name remains Latch, Inc. In connection with the rebrand to DOOR, Latch Systems, Inc., the Company’s primary operating entity and a wholly-owned subsidiary, changed its name to DOOR Systems, Inc. (“Legacy Latch,” “Latch Systems” or “DOOR Systems,” as the context requires). The Company, referred to herein interchangeably as “Latch” or “DOOR,” operates as one reportable segment.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature.

The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto, which are included in the Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expense during the reporting period. Significant estimates are used when accounting for stock-based compensation, inventory valuation, goodwill and intangible asset impairments, business combinations and litigation. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the condensed consolidated financial statements; actual results could differ from those estimates.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes to the Company’s accounting policies since December 31, 2024, as described in Note 2. Summary of Significant Accounting Policies, in Part II, Item 8. “Financial Statements” in the 2024 Annual Report.

3.SEGMENT REPORTING

As of ~~June~~September 30, 2025, the Company had one operating and reportable segment, as it reports financial information on an aggregate and consolidated basis. The Company’s chief operating decision maker (“CODM”) as of such date was the Chief Executive Officer. The CODM reviews results to assess performance, make decisions and allocate the Company’s operating and capital resources as a whole, on a consolidated basis. All of the Company’s revenue is attributable to one operating segment. The CODM does not distinguish among the Company’s principal business activities for the purpose of internal reporting and uses net loss to allocate resources in the annual budgeting and forecasting process, along with using that measure as a basis for evaluating financial performance quarterly. The measure of segment assets is reported on the ~~consolidated~~Condensed ~~balance~~Consolidated ~~sheets~~Balance Sheets as total assets.

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

The accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 reflect the one reportable segment.

Geographic Information

The Company’s revenues are primarily generated in the United States. Revenues outside of the United States were approximately $0.1 million and $0.34 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and ~~zero~~$0.1 million and $0.4 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. The Company does not have any long-lived assets located outside the United States.

4.ACQUISITIONS

During 2024, the Company completed several acquisitions to expand its service offerings and operational capabilities, including the acquisition of substantially all of the assets of the property management divisions of The Broadway Company and Boston Realty Advisors (collectively, the “Property Management Acquisitions”) and the merger with HelloTech, Inc. (“HelloTech” and, such merger, the “HelloTech Merger”). These transactions were accounted for as business combinations under Accounting Standards Codification (“ASC”) 805, Business Combinations. The results of operations of the acquired businesses have been included in the Company’s consolidated financial statements from their respective acquisition dates.

The following unaudited supplemental pro forma financial information presents the Company’s consolidated results of operations for the three and ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025, as if the Property Management Acquisitions and the HelloTech Merger had been consummated on January 1, 2024.

Three Months EndedJune 30, 2024

Six Months EndedJune 30, 2024

Three Months EndedSeptember 30, 2024

Nine Months EndedSeptember 30, 2024

Total revenue

1814,~~285~~943

3651,~~187~~130

Net loss

(1817,~~186~~056)

(3350,~~331~~387)

The supplemental pro forma financial information presented above is not necessarily indicative of the results of operations that would have been achieved had the acquisitions occurred on January 1, 2024, nor is it indicative of future operating results. The supplemental pro forma financial information does not reflect potential cost savings, operating synergies or other efficiencies that may result from the acquisitions.

The Company completed its acquisition accounting for the 2024 acquisitions as of December 31, 2024. No material measurement-period adjustments were recorded during the three and ~~six~~nine months ended ~~June~~September 30, 2025, and the Company does not expect to record any additional measurement-period adjustments related to these acquisitions.

5.REVENUE

The Company currently generates its revenue from three primary sources: (1) sales of hardware devices, (2) licenses of software products, and (3) professional services.

Hardware

The Company generates hardware revenue primarily from the sale of its portfolio of devices. The Company sells hardware to customers, which include real estate developers, builders, building owners and property managers, directly or through its channel partners, who act as intermediaries, installers or wholesalers. The Company recognizes hardware revenue when there is evidence a contract exists and control of the hardware has been transferred to the customer. The Company has determined that control transfers to a customer when hardware is shipped, as the Company’s standard delivery terms are Free on Board (“FOB”) Shipping Point. Certain customers may request FOB Destination, in which case control transfers to the customer upon delivery to the requested destination.

The Company generally provides warranties that its hardware will be substantially free from defects in materials and workmanship for a period of one or two years for electronic components, depending on the hardware product, and five years for mechanical components. The Company determines in its sole discretion whether to replace or refund warrantable devices. The Company determined these warranties are not separate performance obligations as they cannot be purchased separately and do not provide a service in addition to an assurance the hardware will function as expected. The Company records a reserve as a component of cost of hardware revenue based on historical costs of replacement units for returns of defective

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

products. For the three and ~~six~~nine months ended ~~June~~September 30, 2025, the reserve recorded for hardware warranties was approximately 32% and 3%, respectively, of cost of hardware ~~shipped~~revenue. For the three and ~~six~~nine months ended ~~June~~September 30, 2024, the reserve recorded for hardware warranties was approximately 3% and 3%, respectively, of cost of hardware revenue. The Company also provides certain customers a right of return for non-defective product, which is treated as a reduction of hardware revenue based on the Company’s expectations and historical experience. For the three and ~~six~~nine months ended ~~June~~September 30, 2025, the allowance for returns ~~reduced~~resulted in a recovery of revenue by $0.12 million and $0.1 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2024, the allowance for returns resulted in a recovery of revenue of ~~zero~~$0.3 million and $0.14 million, respectively.

Software

The Company generates software revenue primarily through the license of its software-as-a-service (“SaaS”) cloud-based platform to customers on a subscription-based arrangement. Subscription fees vary depending on the features selected by customers as well as the term. SaaS arrangements generally have term lengths of one, two, five or ten years and include a fixed fee generally paid in advance, annually or monthly. When significant discounts are provided to customers on the longer-term software contracts paid in advance, the Company has determined that there is a significant financing component related to the time value of money and therefore has recorded the interest expense in interest expense, net on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. The interest expense related to the significant financing component is recorded using the effective interest method, which has higher interest expense at inception and declines over time to match the underlying economics of the transaction. The amount of interest expense related to this component was $0.6 million and $12.40 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $0.98 million and $12.97 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

The SaaS licenses provided by the Company are considered stand-ready performance obligations where customers benefit from the services evenly throughout the service period. Revenue generally is recognized ratably over the subscription period beginning when or as control of the promised services is transferred to the customer.

Professional Services

The Company generates professional services revenue in three primary ways: (i) by facilitating smart access hardware installation and activation to multifamily building customers, (ii) through fees generated by installation and other services performed through the HelloTech platform, and (iii) through property management services performed by its subsidiary, Door Property Management, LLC (“DPM”), for its multifamily building customers.

The Company provides smart access hardware installation and activation services to select customers. The revenues associated with these services are recognized over time based on a percentage of the installation completed and represent a transfer of services to a customer under contract.

Through the HelloTech platform, a network of independent contractors provides in-home technology services and support such as installation, repair and troubleshooting. Orders placed through the HelloTech platform are recognized as revenue as services are completed over time. Customers may purchase a HelloTech subscription for discounted in-home services. Subscription revenues are recognized ratably over the subscription term.

DPM provides property management services, including operating DPM customers’ buildings, which involves maintenance and repair, construction management, leasing and administrative services, typically pursuant to a property management agreement with an annual term. Property management service revenues are recognized ratably over the service period.

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

Disaggregation of Revenue

The following table provides information about disaggregated revenue from customers into the nature of the products and services provided and the related timing of revenue recognition:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Point-in-time revenue:

Hardware

5,~~916~~146

53,~~583~~611

915,~~953~~099

1013,~~226~~837

Total point-in-time revenue

5,~~916~~146

53,~~583~~611

915,~~953~~099

1013,~~226~~837

Period-of-time revenue:

Software

5,~~244~~370

5,~~022~~077

1015,~~403~~773

1015,~~059~~136

Hardware installation and activation services

32,~~015~~095

1,~~829~~306

46,~~843~~938

45,~~018~~324

HelloTech in-home services

3,~~921~~833

—4,125

711,~~557~~390

—4,125

Property management services

~~957~~980

~~501~~822

23,~~068~~048

~~664~~1,486

Other

Total period-of-time revenue

1312,~~139~~280

711,~~355~~332

2437,~~876~~156

1426,~~747~~079

Total revenue

1917,~~055~~426

1214,~~938~~943

3452,~~829~~255

2439,~~973~~916

Deferred Contract Costs

The Company capitalizes commission expenses that are incremental to obtaining customer software contracts. Costs related to the initial signing of software contracts are amortized over the average customer life, which has been estimated to be ten years based upon contract duration, including renewals and extensions. Amounts expected to be recognized within one year of the balance sheet date are recorded as deferred contract costs, current and are included in prepaid expenses and other current assets on the accompanying Condensed Consolidated Balance Sheets; the remaining portion is recorded as deferred contract costs, non-current and is included in other non-current assets on the accompanying Condensed Consolidated Balance Sheets. Amortization expense is included in sales and marketing expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss.

The following table represents a roll-forward of the Company’s deferred contract costs:

Balance as of January 1, 2025	$	3,117
Additions to deferred contract costs	—
Amortization of deferred contract costs	(~~214~~322)
Balance as of June 30, 2025	$	2,903
Balance as of September 30, 2025	$	2,795

Cost of Revenue

Cost of hardware revenue consists primarily of product costs, including manufacturing costs, duties and other applicable importation costs, shipping and handling costs, packaging, warranty costs, assembly costs and warehousing costs, as well as other non-inventoriable costs, including personnel-related expenses associated with supply chain logistics. Costs of hardware revenue also include charges related to lower of cost or market adjustments and reserves for excess inventory and non-cancellable purchase commitments.

Cost of software revenue consists primarily of outsourced hosting costs and personnel-related expenses associated with monitoring and managing outsourced hosting service providers.

Cost of professional services revenue consists primarily of (i) third-party installation labor costs and parts and materials, (ii) labor costs associated with HelloTech independent technicians and credit card fees and (iii) costs related to third-party property service providers.

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

6.ACCOUNTS RECEIVABLE, NET AND CONTRACT BALANCES

The Company classifies its right to consideration in exchange for deliverables as either a receivable or a contract asset.

Accounts Receivable, Net

The opening and closing balances of accounts receivable, net is as follows:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Balance at beginning of the year	$	9,864	$	6,001
Ending balance	117,~~568~~918		9,864
Change	$	(1,~~704~~946)	$	3,863

The Company recognizes an accounts receivable allowance based on estimates of expected credit losses. The following table represents a roll-forward of the Company’s allowance for expected credit losses:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balance as of beginning of period	$	119	$	~~105~~177	$	96	$	496
Provision for expected credit losses	~~147~~123		~~115~~150		~~212~~335		~~214~~363
Recoveries	(~~144~~81)		(29160)		(~~167~~248)		(~~327~~486)
Write-offs charged against the allowance	(369)		(1443)		(2291)		(~~206~~249)
Balance as of end of period	$92	~~119~~	$124	~~177~~	$92	~~119~~	$124	~~177~~

Contract Balances

The opening and closing balances of contract assets (unbilled receivables) are as follows:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Balance at beginning of the year	$	4,074	$	5,942
Ending balance	2,~~217~~629		4,074
Change	$	(1,~~857~~445)	$	(1,868)

The difference between the opening and closing balances of the Company’s contract assets (unbilled receivables) primarily results from timing differences between the Company’s performance and the Company’s invoicing as well as the number of active installation projects.

The opening and closing balances of contract liabilities (deferred revenue) were as follows:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Balance at beginning of the year	$	33,182	$	39,579
Ending balance	2927,~~283~~957		33,182
Change	$	(35,~~899~~225)	$	(6,397)

The difference between the opening and closing balances of the Company’s contract liabilities (deferred revenue) primarily relates to a shift from multi-year contracts billed upfront to contracts billed on an annual basis, resulting in less deferred revenue being added upon invoice date.

The Company recognized $3.93 million and $811.46 million of prior year deferred software revenue during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $3.85 million and $811.27 million of prior year deferred software revenue during the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

910

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

Contract liabilities (deferred revenue) consisted of the following:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Revenue	$	13,~~294~~291	$	14,419
Interest expense	(21,~~038~~840)		(2,519)
Total current deferred revenue	$	11,~~256~~451	$	11,900
Revenue	$	2119,~~803~~887	$	25,990
Interest expense	(3,~~776~~381)		(4,708)
Total non-current deferred revenue	$	1816,~~027~~506	$	21,282

7.INVESTMENTS

Available-for-Sale Securities (Marketable Securities)

The Company’s investments in marketable securities are classified and accounted for as available-for-sale and consist of high quality asset-backed securities, commercial paper, corporate bonds and U.S. Government debt securities. The Company’s marketable securities with remaining effective maturities of 12 months or less from the balance sheet date are classified as current; otherwise, they are classified as non-current on the accompanying Condensed Consolidated Balance Sheets. Commercial paper and corporate bonds and U.S. Government debt securities are classified as current assets while asset-backed securities are classified as non-current assets. Unrealized gains and losses on marketable securities classified as available-for-sale are recognized in other comprehensive income (loss).

The Company’s marketable securities by security type are summarized as follows:

	As of June 30, 2025
	As of September 30, 2025
	Amortized Cost		Gross Unrealized Gain		Estimated Fair Value
U.S. Government debt securities	$	31,~~651~~732	$	(1)	$	31,~~650~~733
Total available-for-sale securities	$	31,~~651~~732	$	(1)	$	31,~~650~~733


	As of December 31, 2024
	Amortized Cost		Gross Unrealized Gain		Estimated Fair Value


U.S. Government debt securities	$	5,184	$	3	$	5,187
Total available-for-sale securities	$	5,184	$	3	$	5,187

Contractual maturities of the Company’s available-for-sale and trading securities are summarized as follows:

As of June 30, 2025

As of September 30, 2025

Amortized Cost

Estimated Fair Value

Due in less than one year

31,~~651~~732

31,~~650~~733

Due in one to five years

—

Total investments

31,~~651~~732

31,~~650~~733


	As of December 31, 2024
	Amortized Cost		Estimated Fair Value
Due in less than one year	$	5,184	$	5,187
Due in one to five years	—		—
Total investments	$	5,184	$	5,187

1011

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

The Company regularly reviews its investment portfolio to identify and evaluate investments that have indications of possible impairment. Investments that are impaired are those that are considered to have losses that are other-than-temporary. Factors considered in determining whether a loss is temporary include:

•the length of time and extent to which fair value has been lower than the cost basis;

•the financial condition, credit quality and near-term prospects of the investee; and

•whether it is more likely than not that the Company will be required to sell the investment prior to recovery.

As of ~~June~~September 30, 2025, the Company had not identified any impairment indicators in its investments.

For the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company received $42.70 million and $810.3 million, respectively, of proceeds from maturities and call redemptions and recorded minimal realized losses from the sale of available-for-sale securities. For the three and ~~six~~nine months ended ~~June~~September 30, 2024, the Company received $2215.98 million and $7389.31 million, respectively, of proceeds from maturities and call redemptions, recorded minimal realized losses from the sale of available-for-sale securities and received no proceeds from sales. Gains and losses are determined using the specific identification method, whereby realized gains and losses are calculated based on the historical cost of the specific available-for-sale securities sold, matured or redeemed.

Investment in Private Company

The Company holds an equity investment in a privately held company consisting of 654,000 shares of common stock. The investment does not have a readily determinable fair value and is accounted for under the measurement alternative in accordance with ASC 321, Equity Securities. Accordingly, the investment is carried at cost, adjusted for observable price changes in orderly transactions for the identical or a similar investment of the same issuer, less any impairment. See Note 8. Fair Value Measurements and Concentrations of Credit Risk.

During the three months ended December 31, 2025, the privately held company entered into a definitive agreement to be acquired by a third-party. The Company did not record any adjustment to the carrying value of the investment as of ~~June~~September 30, 2025 since the transaction has not been finalized and is subject to customary closing conditions and regulatory approval. The Company will evaluate the impact of the transaction on the fair value of the investment in future reporting periods.

8.FAIR VALUE MEASUREMENTS AND CONCENTRATIONS OF CREDIT RISK

Fair Value Measurements

The Company’s financial assets that are measured at fair value on a recurring basis are summarized as follows:

	As of June 30, 2025
	As of September 30, 2025
	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
Cash	$	43,~~076~~218	$	—	$	—	$	43,~~076~~218
Money market funds and other cash equivalents	—		4239,~~651~~358		—		4239,~~651~~358
Total cash and cash equivalents	43,~~076~~218		4239,~~651~~358		—		4642,~~727~~576
Available-for-sale securities	~~877~~1,694		~~2,773~~39		—		31,~~650~~733
Investment in private company	—		—		954		954
Total assets	$	4,~~953~~912	$	4539,~~424~~397	$	954	$	5145,~~331~~263
Liabilities
Warrant liability	$	—	$	9968	$	—	$	9968
Total liabilities	$	—	$	9968	$	—	$	9968

1112

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

	As of December 31, 2024
	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
Cash	$	4,087	$	—	$	—	$	4,087
Money market funds and other cash equivalents	—		66,116		—		66,116
Total cash and cash equivalents	4,087		66,116		—		70,203
Available-for-sale securities	544		4,643		—		5,187
Investment in private company	—		—		954		954
Total assets	$	4,631	$	70,759	$	954	$	76,344
Liabilities
Warrant liability	$	—	$	30	$	—	$	30
Total liabilities	$	—	$	30—	$	—	$	30—

The Company’s investments in cash, money market funds and other cash equivalents that are highly liquid and low-risk have been classified as Level 1 as they are valued utilizing quoted prices (unadjusted) in active markets for identical assets. Investments in other cash equivalents that are not active are classified as Level 2. Investments in asset-backed securities, commercial paper, corporate bonds and U.S. Government debt securities that are valued using quoted prices in less active markets or other directly or indirectly observable inputs are classified as Level 2. Fair values of corporate bonds and U.S. Government debt securities were derived from a consensus or weighted-average price based on input of market prices from multiple sources for the reporting period. With regard to commercial paper, all of the securities had high credit ratings and one year or less to maturity; therefore, fair value was derived from accretion of purchase price to face value over the term of maturity or quoted market prices for similar instruments, if available.

As of ~~June~~September 30, 2025 and December 31, 2024, the Company’s investment in private company was classified as Level 3 in the fair value hierarchy because it relied significantly on inputs that were unobservable in the market. The Company assessed the fair value of this investment by reviewing the private company’s recent operating results and trends and confirming the absence of any observable transactions of its equity securities and other publicly available data. Valuations of private companies are inherently more complex due to the lack of readily available market data. As such, the Company believes that providing a sensitivity analysis is not practicable.

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, there were no transfers of financial assets between Level 1 and Level 2. There were no purchases, sales or transfers of Level 3 instruments during the three and ~~six~~nine months ended ~~June~~September 30, 2025.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company primarily invests its excess cash in low-risk, highly liquid money market funds with major financial institutions as well as marketable securities. See Note 7. Investments.

Significant customers are those that represent more than 10% of the Company’s total revenue or gross accounts receivable balance at each balance sheet date. As of ~~June~~September 30, 2025, the Company had one customer that accounted for $63.17 million, or 5046%, of gross accounts receivable. As of December 31, 2024, the Company had two customers that accounted for $4.8 million and $1.3 million, or 48% and 13%, respectively, of gross accounts receivable. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had one customer that accounted for $1.89 million and $3.2 million, or 8266% and 78%, respectively, of unbilled receivables. For the three and nine months ended ~~June~~ September 30, 2025, the Company had ~~two~~one ~~customers~~customer that accounted for $65.5 million and $217.10 million, or 3432% and 1132%, of total revenue, respectively. For the ~~six months ended June 30, 2025, the Company had one customer that accounted for $11.4 million, or 33%, of total revenue. For the~~ three and ~~six~~nine months ended ~~June~~September 30, 2024, the Company had one customer that accounted for $53.17 million and $913.63 million, or 3925% and 3933%, respectively, of total revenue.

1213

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

9.INVENTORIES, NET

Inventories, net consisted of the following:

June 30, 2025

December 31, 2024

September 30, 2025

December 31, 2024

Raw materials

54,~~078~~503

6,115

Finished goods

1310,~~129~~621

8,261

Total current inventories, net

1815,~~207~~124

14,376

Finished goods, non-current, net

1314,~~602~~612

16,082

Total inventories, net

3129,~~809~~736

30,458

The total excess and obsolete inventory reserve as of ~~June~~September 30, 2025 and December 31, 2024 was $11.96 million and $12.8 million, respectively.

10.PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Prepaid inventory	$	65,~~728~~771	$	12,721
Insurance receivable	—298		10,001
Unbilled receivables, net	2,~~217~~629		4,074
Investment in private company	954		954
Prepaid capitalized incentives	~~437~~436		437
Prepaid installation payments	~~126~~87		227
Other prepaid expenses and other current assets	2,~~827~~087		2,109
Total prepaid expenses and other current assets	$	1312,~~289~~262	$	30,523

As of December 31, 2024, insurance receivable includes $10.0 million related to a stockholder class action lawsuit settlement that was paid by the Company’s insurers to the designated plaintiff account in the ~~six~~nine months ended ~~June~~September 30, 2025.

11.INTERNALLY-DEVELOPED SOFTWARE, NET

Internally-developed software, net consisted of the following:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Internally-developed software	$	2527,~~937~~312	$	23,188
Software-in-development	3,~~856~~384		5,507
Less: accumulated amortization	(2021,~~496~~635)		(17,947)
Total internally-developed software, net	$	9,~~297~~061	$	10,748

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company capitalized $0.9 million and $12.1 0 million, respectively, in internally-developed software. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, the Company capitalized $1.8 5 million and $24.7 2 million, respectively, in internally-developed software. Capitalized costs associated with software-in-development are not amortized until the related assets are put into service, and capitalized amounts are presented net of costs related to discontinued projects.

Total amortization expense related to internally-developed software for the three and ~~six~~nine months ended ~~June~~September 30, 2025 was $1.21 million and $23.57 million, respectively, and $1.3 million and $24.7 0 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

1314

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

12.GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The Company tests goodwill and indefinite-lived intangible assets for impairment annually as of December 31, or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. Management also evaluates, on an ongoing basis, whether changes in business conditions or other events require interim impairment testing. During the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, management determined there were no triggering events or changes in circumstances that would indicate the carrying value of the Company’s goodwill is not recoverable. As such, no quantitative assessment for impairment was required. No goodwill impairment charges were recorded during each of the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

As management prepares its forecast and performs its annual quantitative impairment assessment as of December 31, 2025, as of the date of these financial statements, management believes it is likely that some or all of the Company’s goodwill could be impaired as of December 31, 2025. Factors that could contribute to a potential impairment include the Company’s ability to achieve forecasted financial results, continued operating losses or cash usage resulting in lower cash and cash equivalents balances relative to prior periods, changes in discount rates or other valuation assumptions, and adverse developments in market or industry conditions.

Intangible Assets, Net

Intangible assets, net consisted of the following:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Domain names	$	2,034	$	2,034
Developed technology	600		600
Customer relationships	595		595
Patents	37		37
Non-compete	10		10
Licenses	4		4
Intangible assets	$3,280	~~3,280~~	$3,280	~~3,280~~
Less: accumulated amortization	(~~814~~898)		(696)
Total intangible assets, net	$	2,~~466~~382	$	2,584

Total amortization expense related to intangible assets was $0.1 million and $0.12 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $0.23 million and $0.47 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

The estimated useful life of the intangible assets is as follows:


						Useful life in years
Developed technology						6 - 10
Domain names						3 - 13
Customer relationships						15 - 20
Patents						12
Non-compete						3
Licenses						5

There was no intangible impairment expense recorded in the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

1415

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

13.ACCRUED EXPENSES

Accrued expenses consisted of the following:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Accrued litigation costs	$	9,~~080~~037	$	25,627
Investment purchases payable	3,156		—
Accrued compensation	866		722
Accrued compensation	969		722
Accrued warranties	61		226
Accrued restructuring costs	558		1,053
Accrued purchases	291		3,109
Accrued warranties	236		226
Accrued audit fees	365		2,008
Accrued purchases	956		3,109
Accrued restructuring costs	58		1,053
Accrued audit fees	202		2,008
Other accrued expenses	2,232		2,321
Other accrued expenses	1,818		2,321
Total accrued expenses	$	12,910	$	35,066
Total accrued expenses	$	16,975	$	35,066

As of ~~June~~September 30, 2025, accrued litigation costs primarily included (i) $6.8 million related to a service provider demand and (ii) $1.95 million related to settlement of the Schwartz Action. As of December 31, 2024, accrued litigation costs primarily included (i) the Company’s $14.875 million share of the settlement related to consolidated class action complaints in the Court of Chancery of the State of Delaware, (ii) $6.8 million related to the service provider demand, (iii) $1.95 million related to settlement of the securities class action pursuant to the complaint in the United States District Court for the Southern District of New York (Brennan v. Latch, Inc., et al., Case No. 1:22-cv-07473, the “Brennan Action”), and (iv) $1.95 million related to settlement of the Schwartz Action. See Note 15. Commitments and Contingencies for definitions and further discussion of such matters.

During the three and six months ended June 30, 2025, the Company (i) received $3.2 million of proceeds from the sale of a maturing available-for-sale security and (ii) reinvested the proceeds by purchasing an equal amount of new securities prior to such date. The Company uses trade-date accounting and, as such, the new securities position of $3.2 million is included in the balance of cash and cash equivalents on the accompanying Condensed Consolidated Balance Sheet as of June 30, 2025, and a liability of $3.2 million presented as investment purchases payable is included in accrued expenses on the accompanying Condensed Consolidated Balance Sheet as of June 30, 2025. The funds were deducted from the Company’s account in July 2025. Accordingly, the sum of the Company’s cash and cash equivalents as of June 30, 2025 is $3.2 million higher than it would have been had the funds been deducted from the Company’s account prior to June 30, 2025.

14.DEBT

A summary of the Company’s debt is as follows:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Term loan	$	54,~~292~~969	$	5,829
Total debt	54,~~292~~969		5,829
Less: Current portion of long-term debt	(1,314)		(1,314)
Total long-term debt	$	3,~~978~~655	$	4,515

On July 15, 2024, the Company entered into an Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with Customers Bank. Pursuant to the Loan Agreement, Customers Bank issued a term loan in the principal amount of $6.0 million (the “Loan”). Interest is payable on the Loan at a rate equal to the greater of (a) the prime rate published in The Wall Street Journal or (b) 6.0%, and the maturity date is July 15, 2029 (the “Maturity Date”).

Concurrent with the Company’s entry in the Loan Agreement, the Company issued a warrant to Customers Bank to purchase 1,000,000 shares of the Company’s common stock (the “Bank Warrant”). The Bank Warrant has an exercise price of $1.25 per share, exercisable upon issuance and expiring on July 15, 2030. The Bank Warrant is classified as a liability under ASC 815, Derivatives and Hedging (“ASC 815”) and is remeasured at fair value each reporting period, with changes recognized in other income, net. At issuance, the Bank Warrant was recorded at its fair value of $0.2 million and reflected as a debt discount, which is being amortized to interest expense over the term of the Loan.

15The fair value of the Loan was $5.0 million and $5.8 million as of September 30, 2025 and December 31, 2024, respectively.

Payments under the Loan were interest-only through January 15, 2025. Thereafter, the Company is required to pay equal monthly installments of principal plus accrued interest until the Maturity Date. There is no penalty for prepayment of the Loan.

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

The ~~fair~~Loan ~~value~~is secured by substantially all of the Company’s assets, excluding intellectual property, and the Loan ~~was~~Agreement ~~$5.3~~contains ~~million~~customary affirmative and $5negative covenants, including a minimum liquidity ratio of 4.800. ~~million~~If asan event of ~~June 30~~default occurs under the Loan Agreement, ~~2025~~Customers Bank may declare all outstanding obligations immediately due and ~~December~~payable and exercise its other rights and remedies. As of September 3130, ~~2024~~2025, ~~respectively~~the Company was in compliance with all covenants.

~~Payments~~The ~~under~~following ~~the~~table ~~Loan~~presents ~~were interest-only through January 15, 2025. Thereafter,~~ the ~~Company~~future isminimum ~~required to pay equal monthly installments of~~ principal ~~plus~~payments ~~accrued~~on ~~interest until~~ the ~~Maturity~~total ~~Date.~~borrowings ~~There~~under isall nodebt ~~penalty~~agreements ~~for~~as ~~prepayment~~ of ~~the~~September 30, ~~Loan.~~2025:

The Loan is secured by substantially all of the Company’s assets, excluding intellectual property, and the Loan Agreement contains customary affirmative and negative covenants, including a minimum liquidity ratio of 4.00. If an event of default occurs under the Loan Agreement, Customers Bank may declare all outstanding obligations immediately due and payable and exercise its other rights and remedies. As of June 30, 2025, the Company was in compliance with all covenants.


Remainder of 2025	$	334
2026	1,333
2027	1,333
2028	1,333
2029	778

Total future minimum payments	5,111
Less: debt discount	(142)
Total	$	4,969

The following table presents the future minimum principal payments on the total borrowings under all debt agreements as of June 30, 2025:

Remainder of 2025	$	667
2026	1,333
2027	1,333
2028	1,333
2029	778
Total future minimum payments	5,444
Less: debt discount	(152)
Total	$	5,292

15.COMMITMENTS AND CONTINGENCIES

Registration Rights Agreements

In connection with the 2021 business combination (the “2021 Business Combination”) with TS Innovation Acquisitions Corp. (“TSIA”), the Company and certain stockholders of Legacy Latch and TSIA entered into an amended and restated registration rights agreement (the “2021 Registration Rights Agreement”). Pursuant to the 2021 Registration Rights Agreement, in June 2021, the Company filed a registration statement on Form S-1 with respect to the registrable securities under the 2021 Registration Rights Agreement. Certain Legacy Latch stockholders and TSIA stockholders may each request to sell all or any portion of their registrable securities in an underwritten offering up to two times in any 12-month period, so long as the total offering price is reasonably expected to exceed $75.0 million. The Company also agreed to provide certain demand and “piggyback” registration rights. The 2021 Registration Rights Agreement also provides that the Company pays certain expenses relating to such registrations and indemnifies the stockholders against certain liabilities. The Company bears the expenses incurred in connection with the filing of any such registration statements. The 2021 Registration Rights Agreement does not provide for any penalties connected with delays in registering the Company’s common stock.

In connection with the consummation of the 2023 acquisition of Honest Day’s Work, Inc. (“HDW”), the Company and certain of HDW’s stockholders (the “Holders”) entered into that certain Registration Rights Agreement (the “2023 Registration Rights Agreement”), pursuant to which the Company agreed to file a shelf registration statement registering the resale of the Registrable Securities (as defined in the 2023 Registration Rights Agreement) as promptly as reasonably practicable after the date on which the Company files its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (and no later than the 20th business day following the filing date of such Quarterly Report). Up to twice in any 12-month period, the Holders may request to sell all or any portion of their Registrable Securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $25 million. The Company also agreed to provide customary “piggyback” registration rights to certain Holders designated as “Major Equityholders,” subject to certain requirements and customary conditions. The 2023 Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. In the event the Company is unable to file a registration statement required by the 2023 Registration Rights Agreement, the Company is not required to repurchase or settle any Registrable Securities.

16Legal Contingencies

Securities Litigation

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

~~Legal~~of ~~Contingencies~~reasonable costs and attorneys’ fees and expert fees to a putative class. On April 24, 2023, the court appointed Scott Schwartz as lead plaintiff. In May 2023, the parties agreed to stay the action pending completion of the restatement of certain of the Company’s historical financial statements (the “Restatement”), and to allow the lead plaintiff a period of 21 days following completion of the Restatement in which to file an amended complaint. On September 27, 2024, the Company filed a motion to transfer the complaint to the United States District Court for the Southern District of New York. The motion was denied on November 13, 2024. In December 2024, the parties agreed in principle to a settlement and entered into a binding memorandum of understanding pursuant to which the Company agreed to pay a settlement class in the amount of $1.95 million in exchange for the release of all claims against the defendants (including the Company). The amount of the settlement is reflected (i) in general and administrative expenses on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss as of the date the complaint was filed and (ii) as accrued expenses on the accompanying Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024. The parties filed a final stipulation of settlement in June 2025, which was approved by the court in December 2025. The Company paid the settlement amount in November 2025. The defendants continue to deny any fault, liability, wrongdoing or damages in connection with the allegations raised in the Schwartz Action. The Company does not expect insurers to contribute to the settlement amount.

Securities Litigation

On January 11, 2023, an alleged stockholder of Latch stock filed a purported securities class action complaint in the United States District Court for the District of Delaware (Schwartz v. Latch, Inc., et al., Case No. 1:23-cv-00027, the “Schwartz Action”). The complaint alleges that the Company and certain of its current and former directors violated Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”) by making false or misleading statements regarding the Company’s business, operations and prospects. The complaint includes claims for damages, including interest, and an award of reasonable costs and attorneys’ fees and expert fees to the putative class. On April 24, 2023, the court appointed Scott Schwartz as lead plaintiff. In May 2023, the parties agreed to stay the action pending completion of the restatement of certain of the Company’s historical financial statements (the “Restatement”), and to allow the lead plaintiff a period of 21 days following completion of the Restatement in which to file an amended complaint. On September 27, 2024, the Company filed a motion to transfer the complaint to the United States District Court for the Southern District of New York. The motion was denied on November 13, 2024. In December 2024, the parties agreed in principle to a settlement and entered into a binding memorandum of understanding pursuant to which the Company agreed to pay the settlement class in the amount of $1.95 million in exchange for the dismissal of all claims against the defendants (including the Company). The amount of the settlement is reflected (i) in general and administrative expenses on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss as of the date the complaint was filed and (ii) as accrued expenses on the accompanying Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024. The parties filed a final stipulation of settlement in June 2025, which was approved by the court in December 2025. The Company paid the settlement amount in November 2025. The defendants continue to deny any fault, liability, wrongdoing or damages in connection with the allegations raised in the Schwartz Action. The Company does not expect insurers to contribute to the settlement amount.

Derivative Litigation

On February 15 and July 13, 2023, two alleged stockholders of Latch stock filed derivative actions purportedly on behalf of Latch in the United States District Court for the Southern District of New York: Manley v. Latch, Inc., et al., Case No. 1:23-cv-01273 (the “Manley Action”) and Gottlieb v. Latch, Inc., et al., Case No. 1:23-cv-~~07473~~06047 (the “Gottlieb Action”). The complaints generally allege that certain directors and former officers of the Company breached their fiduciary duties and violated Section 14(a) of the Exchange Act by making false or misleading statements regarding the Company’s business, operations and prospects. Both complaints seek orders permitting plaintiffs to maintain each action derivatively on behalf of the Company, awarding unspecified damages allegedly sustained by the Company, awarding restitution from the individual defendants, requiring the Company to make certain reforms to its corporate governance and controls and awarding costs and attorneys’ fees. The Gottlieb Action includes additional claims for unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets and contribution against certain individual defendants named in the Brennan Action and Schwartz Action. On August 1, 2023, the court consolidated the Manley Action and Gottlieb Action under the caption In re Latch Inc. Derivative Litigation, Case No. 1:23-cv-01273. At this time, the Company is negotiating a potential settlement and has estimated a potential loss and accrued $0.2 million and $0.1 million of expenses on the accompanying Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2025 and December 31, 2024, respectively. The Company does not believe the allegations are meritorious and intends to vigorously defend against them should the parties not reach a final settlement.

Service Provider Demand

The Company is in discussions with a service provider related to a demand for payment under a prior agreement. The Company does not believe that the service provider is entitled to any fees under the prior agreement. However, the Company believes it is probable that an agreement with the service provider will be reached and that the amount the Company will pay the service provider in connection with the dispute and the resolution thereof can be reasonably estimated. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had accrued approximately $6.8 million in connection with the dispute. The Company believes it is reasonably possible that this potential exposure may change based on the resolution of the ongoing discussions. No legal proceedings have been initiated with respect to this demand for payment or the prior agreement with the service provider.

SEC Investigation

Since being contacted by the Staff of the SEC in March 2023, the Company has been cooperating with the Staff’s investigation into issues related to the Company’s key performance indicators and revenue recognition practices that led to the Restatement and related issues (the “SEC Investigation”). The Company cannot predict the duration or outcome of the SEC Investigation or whether the SEC will bring an enforcement action against the Company.

17Other

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

environmental and other claims. Although management is unable to predict with certainty the ~~Restatement~~eventual outcome of any legal action, management believes the ultimate liability arising from such actions, individually and ~~related~~in ~~issues~~the aggregate, which existed at September 30, 2025 (~~the~~other ~~“SEC~~than ~~Investigation”~~detailed above)., ~~The~~will ~~Company~~not ~~cannot~~materially ~~predict~~affect the ~~duration~~Company’s orcondensed ~~outcome~~consolidated results of ~~the~~operations, ~~SEC~~financial ~~Investigation~~position or ~~whether~~cash flows. Given the ~~SEC~~inherent ~~will~~unpredictability ~~bring~~of anthese ~~enforcement~~types ~~action~~of ~~against~~proceedings, however, it is possible that future adverse outcomes could have a material effect on the Company’s financial results.

Other

The Company is and may become, from time to time, involved in other legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims. Although management is unable to predict with certainty the eventual outcome of any legal action, management believes the ultimate liability arising from such actions, individually and in the aggregate, which existed at June 30, 2025 (other than detailed above), will not materially affect the Company’s condensed consolidated results of operations, financial position or cash flows. Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on the Company’s financial results.

16.EQUITY

The Company’s second amended and restated certificate of incorporation designates and authorizes the Company to issue 1.1 billion shares, consisting of (i) 1.0 billion shares of common stock, par value $0.0001 per share, and (ii) 100.0 million shares of preferred stock, par value $0.0001 per share.

Common Stock Reserved for Future Issuance

The Company’s reserved shares for future issuance included the following:

	June 30, 2025	December 31, 2024
	September 30, 2025	December 31, 2024
Stock options issued and outstanding	2422,~~381~~104,~~384~~717	26,436,951
Restricted stock units issued and outstanding	375,640	375,640
Public warrants outstanding	9,999,967	9,999,967
Private placement warrants outstanding	5,333,334	5,333,334
Bank warrant	1,000,000	1,000,000
2021 Incentive Award Plan available shares	3638,~~166~~443,~~709~~376	25,869,878
Total	77,257,034	69,015,770

Public Warrants

As part of the closing of the 2021 Business Combination, 10.0 million public warrants sold during TSIA’s initial public offering converted into 10.0 million public warrants to purchase up to 10.0 million shares of common stock of the Company, which are exercisable at $11.50 per share. The Company accounts for warrants as required under ASC 815 and has concluded that equity classification would be met for the public warrants as the Company has a single class of equity, and thus all holders vote 100% on all matters submitted to the Company’s stockholders and receive the same form of consideration in the event of a change of control (thus qualifying for the exception to the net cash settlement model), and the other conditions of equity classification would be met.

Private Placement Warrants

As part of the closing of the 2021 Business Combination, Legacy Latch assumed the private placement warrants that were originally issued in connection with TSIA’s initial public offering (the “Private Placement Warrants”). In response to SEC guidance, the Company determined to classify the Private Placement Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

Bank Warrant

On July 15, 2024, in a private placement concurrent with the Company’s entry into the Loan Agreement, the Company issued the Bank Warrant to Customers Bank to purchase 1,000,000 shares of the Company’s common stock. The Bank Warrant has an exercise price of $1.25 per share, is exercisable immediately and will expire on July 15, 2030. The Bank Warrant is classified as a liability under ASC 815 and is remeasured at fair value each reporting period, with changes recognized in other income (expense), net.

1819

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

17.EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share for common stock:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net loss	$	(76,~~849~~582)	$	(1617,~~937~~056)	$	(1925,~~099~~681)	$	(3047,~~574~~630)
Basic weighted-average common shares(1)	160,~~416~~435,~~365~~461		156,386,470		160,~~344~~375,~~652~~254		156,386,470
Effect of dilutive securities	—		—		—		—
Diluted weighted-average common shares(1)	160,~~416~~435,~~365~~461		156,386,470		160,~~344~~375,~~652~~254		156,386,470
Basic and diluted net loss per common share	$	(0.0504)	$	(0.11)	$	(0.1216)	$	(0.2030)

(1)The basic and diluted weighted-average common shares exclude (i) the Sponsor Shares and (ii) shares held by Jamie Siminoff, the Company’s former Chief Strategy Officer, that were subject to a right of repurchase held by the Company.

The table below sets forth the number of potential common shares underlying outstanding common stock options, restricted common stock, restricted stock units (“RSUs”) and common stock warrants that were excluded from diluted net loss per share as the Company had net losses, and their inclusion would be anti-dilutive:

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Stock options

2422,~~381~~104,~~384~~717

1246,~~513~~423,~~799~~362

Restricted common stock held by the Sponsor

738,000

Restricted common stock held by Jamie Siminoff

2,861,351

19,075,675

Restricted stock units

375,640

6,~~043~~038,~~372~~738

Warrants

16,333,301

1516,333,301

Total

4442,~~689~~413,~~676~~009

5388,~~704~~609,~~147~~076

18.STOCK-BASED COMPENSATION

The components of stock-based compensation expense were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Stock options	$	~~101~~73	$	49205	$	~~238~~311	$	~~107~~312
Restricted common stock(1)	~~(147)~~98		1,~~386~~402		~~(51)~~47		24,~~772~~174
Restricted stock units	—		~~544~~225		14		1,~~219~~444
Capitalized costs(2)	(4)		(6159)		—(4)		(~~110~~169)
Total stock-based compensation expense	$	~~(50)~~167	$	1,~~918~~773	$	~~201~~368	$	35,~~988~~761

(1) See the section entitled “—Jamie Siminoff Restricted Common Stock” below.

(2) Included in internally-developed software, net on the accompanying Condensed Consolidated Balance Sheets.

1920

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

Stock-based compensation expense is included in cost of revenue, research and development, sales and marketing and general and administrative on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of revenue	$	(1)	$	—	$	21	$	3
Research and development	37		~~201~~141		4653		~~535~~676
Sales and marketing	19(2)		430		3937		333
General and administrative	~~(73)~~163		1,~~713~~602		~~114~~277		35,~~447~~049
Total stock-based compensation expense	$	~~(50)~~167	$	1,~~918~~773	$	~~201~~368	$	35,~~988~~761

Stock Incentive Plans

In January 2016, Legacy Latch adopted the Latch, Inc. 2016 Stock Plan (the “2016 Plan” and, together with the Latchable, Inc. 2014 Stock Incentive Plan, the “Prior Plans”). Under the 2016 Plan, Legacy Latch’s board of directors was authorized (i) to grant either incentive stock options (“ISOs”) or non-qualified stock options (“NSOs”) to purchase shares of the Company’s common stock to its employees and (ii) to grant NSOs to purchase shares of the Company’s common stock to outside directors and consultants. When the 2021 Plan (defined below) became effective, 22,797,955 shares (adjusted for the exchange ratio of the 2021 Business Combination (the “Exchange Ratio”)) had been authorized for issuance under the 2016 Plan. Stock options under the 2016 Plan were granted with an exercise price equal to the stock’s fair market value at the grant date. Stock options outstanding under the 2016 Plan generally have ten-year terms and vest over a four-year period starting from the date specified in each award agreement. Since the effectiveness of the 2021 Plan, no additional awards have been or will be granted under the 2016 Plan. Upon the effectiveness of the 2021 Business Combination, all outstanding stock options under the Prior Plans, whether vested or unvested, converted into options to purchase a number of shares of common stock of the Post-Combination Company based on the Exchange Ratio. Awards previously granted under a Prior Plan remain subject to the provisions of such Prior Plan.

The Latch, Inc. 2021 Incentive Award Plan (the “2021 Plan”) was approved by the TSIA stockholders on June 3, 2021 and became effective upon the closing of the 2021 Business Combination. The 2021 Plan provides for the grant of stock options, including ISOs and NSOs, stock appreciation rights, restricted stock, RSUs and other stock-based and cash-based awards. The 2021 Plan has a term of ten years. The aggregate number of shares of the Company’s common stock available for issuance under the 2021 Plan is equal to (i) 22,500,611 shares plus (ii) an annual increase for ten years on the first day of each calendar year beginning on January 1, 2022, equal to the lesser of (a) 5% of the aggregate number of shares of the Company’s common stock outstanding on the last day of the immediately preceding calendar year and (b) such smaller amount of shares as determined by the Company’s board of directors. Effective January 1, 2022, 2023, 2024 and 2025, the number of shares reserved for future issuance under the 2021 Plan increased by 7,116,177, 7,267,376, 8,810,007 and 8,241,264 shares, respectively. As of ~~June~~September 30, 2025, there were 3438,~~166~~443,~~709~~376 shares available for future grants under the 2021 Plan.

2021

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

Stock Options

A summary of the status of stock options as of ~~June~~September 30, 2025, and changes during the ~~six~~nine months ended ~~June~~September 30, 2025, is presented below:

	Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term(1)	Aggregate Intrinsic Value
Balance at December 31, 2024	26,436,951	$	0.56
Options granted	700,000	$	0.16
Options exercised	—	$	—
Options forfeited	(24,~~628~~531,~~634~~832)	$	0.4746
Options expired	(~~126~~500,~~933~~402)	$	0.13
Balance at June 30, 2025	24,381,384	$	0.56	6	$	2,316
Balance at September 30, 2025	22,104,717	$	0.58	6	$	—
Exercisable at June 30, 2025	12,386,866	$	0.69	2	$	2,316
Exercisable at September 30, 2025	12,013,397	$	0.71	2	$	—

(1) Approximately 3.89 million outstanding and exercisable stock options have been excluded from the computation of the weighted average remaining contractual term. The remaining contractual term of such options could not be reasonably estimated as the term end date will not be known until the suspension of the S-8 Registration Statement (as defined below) lapses.

Total compensation expense not yet recognized related to unvested stock options was $0.1 million as of ~~June~~September 30, 2025, which was expected to be recognized over a weighted-average period of 21.34 years. Stock options granted prior to 2024 had no material impact on the accompanying condensed consolidated financial statements. As of ~~June~~September 30, 2025, total compensation expense not yet recognized related to the unvested performance stock options granted in 2024 was $21.27 million, which was expected to be recognized over a weighted-average period of 4.74 years.

Restricted Stock Units

The Company’s RSUs are settled in shares of common stock after vesting and vest over a period of one to four years. The Company has the option, but not the obligation, to treat a participant’s failure to provide timely payment of any withholding tax arising in connection with RSUs as such participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain shares otherwise issuable pursuant to the RSU. In connection with the Restatement, the Company suspended use of its registration statement on Form S-8 under the Securities Act (the “S-8 Registration Statement”) on August 10, 2022. Since such date, the Company has not granted any RSUs.

A summary of RSU activity is presented below:

	Number of RSUs	Weighted Average Grant Date Fair Value (per unit)
Balance at December 31, 2024	375,640	$	6.26
Granted	—	$	—
Vested and released	—	$	—
Forfeited	—	$	—
Balance at June 30, 2025	375,640	$	6.26
Balance at September 30, 2025	375,640	$	6.26

Approximately 0.1 million and 0.3 million RSUs vested during the ~~six~~nine months ended ~~June~~September 30, 2025 and the year ended December 31, 2024, respectively, but were not released upon vesting due to the suspension of the S-8 Registration Statement.

~~Jamie Siminoff Restricted Common Stock~~22

On the closing of the Company’s acquisition of HDW, the Company issued to HDW’s stockholders as merger consideration approximately 29.0 million shares of the Company’s common stock, including approximately 19.1 million shares to Mr. Siminoff (the “Siminoff Shares”).

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

Jamie Siminoff Restricted Common Stock

Upon issuance by the Company, the Siminoff Shares were subject to vesting considerations and restrictions on transfer pursuant to a stock restriction agreement dated May 15, 2023 (the “Original Siminoff Stock Restriction Agreement”). The Company estimated the fair value of the Siminoff Shares on the closing date of the HDW acquisition to be $26.7 million based upon the $1.40 closing price of the Company’s common stock on such date. Of the $26.7 million, $5.7 million was attributable to pre-combination service and included in the consideration transferred and $21.0 million was attributable to post-combination service to be recognized as stock-based compensation expense over the estimated service period of 3.8 years.

On November 18, 2024 (the “Siminoff Agreement Date”), the Company and Mr. Siminoff mutually agreed that Mr. Siminoff would step down as the Company’s Chief Strategy Officer on December 31, 2024, after which he began serving in an advisory role that was expected to continue through December 31, 2026 (such advisory services, the “Advisory Services,” and such date, the “Advisory End Date”).

On the Siminoff Agreement Date, Mr. Siminoff and the Company entered into a Separation and Advisory Agreement and Release, pursuant to which the Company and Mr. Siminoff agreed to amend and restate the Original Siminoff Stock Restriction Agreement.

Pursuant to the amended and restated common stock restriction agreement (the “Restated Restriction Agreement”), the Company exercised its repurchase option with respect to 15,260,540 of the Siminoff Shares for $0.00005080 per share (the “Repurchase Price”), or a total payment of $775.24.

Pursuant to the Restated Restriction Agreement, the 3,815,135 Siminoff Shares that were not repurchased (the “Remaining Shares”) were subject to transfer restrictions and an amended repurchase option (the “Amended Repurchase Option”), pursuant to which the Company had the right to repurchase the Remaining Shares at the Repurchase Price to the extent not released from the transfer restrictions and the Amended Repurchase Option by the fifth anniversary of the effective date of the Restated Restriction Agreement.

The Remaining Shares were split into two tranches with different provisions governing their release from the transfer restrictions and the Amended Repurchase Option: the Separation Shares and the Advisory Shares (each as hereafter defined).

The “Separation Shares” consisted of 2,861,351 shares (representing 75% of the Remaining Shares) releasable from the transfer restrictions and the Amended Repurchase Option in equal tranches based upon the Company’s common stock reaching specified market trading prices. For the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company recognized stock-based compensation expense of $0.1 million and $0.23 million, respectively, related to the Separation Shares. The unrecognized stock-based compensation expense related to the Separation Shares was $0.65 million as of ~~June~~September 30, 2025, which was being expensed over a weighted-average period of 3.30 years.

Prior to the execution of the Restated Restriction Agreement, the Company recognized stock-based compensation expense of $1.4 million and $24.82 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively, of the $21.0 million attributable to post-combination service. Total unrecognized stock-based compensation expense related to the Siminoff Shares as of ~~June~~ September 30, 2024 was $1514.51 million, which was being expensed over a period of 2.85 years.

The “Advisory Shares” consisted of 953,784 shares (representing 25% of the Remaining Shares) releasable from the transfer restrictions and the Amended Repurchase Option on the Advisory End Date, provided that a termination of the Advisory Services had not occurred prior to such date. In the event of such termination, certain Advisory Shares would not be released, as set forth in the Restated Restriction Agreement.

In May 2025, the Company terminated the Advisory Services. In connection therewith, the Company repurchased 0.8 million of the Advisory Shares from Mr. Siminoff for the Repurchase Price, or a total payment of $40.16, with the balance released from the Amended Repurchase Option and the transfer restrictions. The repurchase resulted in the reversal of $0.2 million of stock-based compensation expense by the Company.

2223

Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

19.INTEREST (EXPENSE) INCOME, NET

The components of interest (expense) income, net include interest expense associated with the significant financing component of the Company’s longer-term software contracts and interest expense associated with the Company’s debt financing arrangements, offset by interest income on highly liquid short-term investments.

Interest (expense) income, net is summarized as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Interest income

~~477~~453

1,~~621~~327

1,~~091~~544

34,~~623~~950

Interest expense

(~~758~~704)

(~~1,100~~922)

(12,~~625~~329)

(23,~~656~~578)

Interest (expense) income, net

(~~281~~251)

~~521~~405

(~~534~~785)

~~967~~1,372

20.INCOME TAXES

The income tax provision for the three and ~~six~~nine months ended ~~June~~September 30, 2025 was zero and zero, respectively. The income tax provision for the three and ~~six~~nine months ended ~~June~~September 30, 2024 was zero and $0.002 million, respectively.

For the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company’s effective tax rate was different from the U.S. federal statutory rate. This difference is primarily attributable to the effect of foreign, state and local income taxes and permanent differences between expenses deductible for financial reporting purposes offset by the valuation allowances placed on the Company’s deferred tax assets.

As of ~~June~~September 30, 2025, no liability for unrecognized tax benefits was required to be recorded by the Company. Management does not expect any significant changes in its unrecognized tax benefits in the next 12 months.

To date, the Company has incurred cumulative net losses and maintains a full valuation allowance on its net deferred tax assets as the Company has determined that it is more likely than not that these assets will not be fully realized.

21.RELATED-PARTY TRANSACTIONS

The Company has customers who are also stockholders and directors, or affiliates thereof, in the Company. The Company charges market rates for products and services that are offered to such customers. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had $0.13 million and $0.05 million, respectively, of receivables due from these customers, which is included within accounts receivable on the accompanying Condensed Consolidated Balance Sheets. For the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company had $0.~~002~~001 million and $0.~~003~~004 million, respectively, of hardware revenue, $0.05 million and $0.1 million, respectively, of software revenue, and $0.24 million and $0.59 million, respectively, of services revenue from these customers, which was included on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. For the three and ~~six~~nine months ended ~~June~~September 30, 2024, the Company had $0.~~001~~01 million and $0.~~003~~01 million, respectively, of hardware revenue and $0.0403 million and $0.111 million, respectively, of software revenue from these customers, which is included on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss.

22.RECENTLY ISSUED ACCOUNTING STANDARDS

Recently Adopted Pronouncements

No new accounting standards that were material to the Company were adopted in the three months ended ~~June~~September 30, 2025.

Accounting Pronouncements Not Yet Adopted

In October 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 was intended to align the requirements of the ASC with overlapping SEC requirements. The guidance in ASU 2023-06 is required to be applied prospectively, and the ASC amendments will be effective only upon the removal of the overlapping SEC disclosure requirements. If, however, the SEC does not act to remove the relevant overlapping requirements by June 30, 2027, the FASB amendments will not be effective.

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Latch, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

(in thousands, except share and per share data)

amendments will be effective only upon the removal of the overlapping SEC disclosure requirements. If, however, the SEC does not act to remove the relevant overlapping requirements by June 30, 2027, the FASB amendments will not be effective. The Company does not anticipate that the adoption of ASU 2023-06 will have a material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which intends to increase the transparency of income tax disclosures, particularly the rate reconciliation table and disclosures about income taxes paid. For public business entities, it is effective for annual periods beginning after December 15, 2024, and interim periods beginning after December 15, 2025, with early adoption permitted. The Company has not early-adopted this standard and is evaluating its impact on the Company’s consolidated financial statements for the year ended December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. In addition, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date in January 2025 to clarify the requirement to adopt ASU 2024-03 in annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating these standards to determine the impact on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 amends the guidance in ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and for interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements.

Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on the Company’s consolidated financial statements and related disclosures.

23.SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of these financial statements and determined that there have been no events that have occurred that would require adjustments to its disclosures in the condensed consolidated financial statements.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying condensed consolidated financial statements and the related notes of Latch, Inc. and its subsidiaries included elsewhere in this Form 10-Q. Some of the information contained in this discussion and analysis contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth in the section captioned “Risk Factors” in the 2024 Annual Report, as updated in this Form 10-Q, actual results may differ materially from those anticipated in these forward-looking statements. References in this subsection to “we,” “our,” “Latch,” “DOOR” and the “Company” refer to the business and operations of Latch, Inc. and its consolidated subsidiaries.

Overview

Latch is a technology company delivering an integrated ecosystem of hardware, software and services designed to enhance operations and experiences within buildings, primarily serving the multifamily rental market. In August 2025, we rebranded as DOOR, although our legal name remains Latch, Inc.

Our core offering is built around a proprietary, cloud-based software-as-a-service (“SaaS”) platform (the “DOOR Platform”), which powers and manages our suite of smart access control devices (including locks, readers and intercoms) and smart home devices and integrates with other connected devices within a building.

We provide solutions that streamline building management for property owners and operators, offer modern convenience and security for residents and simplify interactions for visitors and service providers. While our foundation remains smart access control, we are actively expanding the DOOR Platform and our device integrations to encompass broader smart home solutions, managing devices such as sensors, thermostats and lighting. This ongoing expansion leverages our established platform to create more connected and efficient buildings as we lay the groundwork for a building intelligence platform, automating and streamlining building operations, including work order management and automation, property maintenance and unit inspections and repairs.

Our customers, which include real estate developers, builders, owners and property managers in the United States and Canada, typically purchase our hardware devices (directly or indirectly through our channel partner network) and directly license our SaaS platform. Residents interact with the DOOR Platform through the DOOR mobile application and its predecessor Latch mobile application (together, the “DOOR App”). Through the DOOR App, residents access common areas and unlock residential doors, provide guest access, manage smart home devices and book services.

Our professional services offerings are integral to ensuring successful deployment of the DOOR Platform and ongoing support for our customers and their residents. This includes connecting our multifamily property customers with our partners for installation of Latch and third-party smart access and smart home hardware, ensuring that solutions are implemented efficiently and correctly.

Complementing our multifamily installation capabilities, our HelloTech, Inc. (“HelloTech”) business provides a scalable, nationwide network of skilled independent technicians. HelloTech connects these service providers with residents and property managers seeking a wide range of on-demand technical services, such as TV mounting and smart home device installation and set-up, as well as broader home services, such as furniture assembly, handyman services and home cleaning.

Additionally, we offer a comprehensive property management service in and around Boston, Massachusetts.

We operate in one operating and reporting segment.

Key Business Metrics

We are presenting software revenue (prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”)), total revenue (GAAP), net loss (GAAP) and Adjusted EBITDA (non-GAAP) as key business metrics, as we believe each of those metrics is important in measuring our performance, identifying trends affecting our business, formulating business plans and making strategic decisions that will impact our future operational results.

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Our key business metrics are as follows for the periods presented (in thousands):

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025		2024			$ Change		% Change
GAAP Measures:
Software revenue	$	5,~~244~~370	$	5,~~022~~077		$	~~222~~293	45.48	%
Total revenue	$	1917,~~055~~426	$	1214,~~938~~943		$	62,~~117~~483	4716.36	%
Net loss	$	(76,~~849~~582)	$	(1617,~~937~~056)		$	910,~~088~~474	(5361.74	%)
Non-GAAP Measure:
Adjusted EBITDA	$	(54,~~689~~605)	$	(711,~~519~~966)	(1)	$	17,~~830~~361	(2461.35	%)

(1) The previously reported Adjusted EBITDA of $(912.94) million for the three months ended ~~June~~September 30, 2024 has been corrected to $(712.50) million herein to exclude an additional $20.4 million in non-ordinary course legal fees and settlement reserves.

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024			$ Change		% Change
GAAP Measures:
Software revenue	$	1015,~~403~~773	$	1015,~~059~~136		$	~~344~~637	3.4.2	%
Total revenue	$	3452,~~829~~255	$	2439,~~973~~916		$	912,~~856~~339	3930.59	%
Net loss	$	(1925,~~099~~681)	$	(3047,~~574~~630)		$	1121,~~475~~949	(3746.51	%)
Non-GAAP Measure:
Adjusted EBITDA	$	(1217,~~955~~560)	$	(1325,~~596~~560)	(1)	$	~~641~~8,000	(431.73	%)

(1) The previously reported Adjusted EBITDA of $(1729.37) million for the ~~six~~nine months ended ~~June~~September 30, 2024 has been corrected to $(1325.6) million herein to exclude an additional $34.71 million in non-ordinary course legal fees and settlement reserves.

Adjusted EBITDA

To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we have presented in this Form 10-Q Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.

We define Adjusted EBITDA as our net loss, excluding the impact of the following items, if applicable: (i) depreciation and amortization expense, (ii) net interest income or expense, (iii) provision for income taxes, (iv) change in fair value of warrant liability, trading securities, or derivative instruments, (v) restructuring costs, (vi) transaction-related costs, (vii) net impairment of intangible assets, (viii) non-ordinary course legal fees and settlement reserves, (ix) stock-based compensation expense and (x) gain or loss on extinguishment of debt. The most directly comparable GAAP measure is net loss. We believe excluding the impact of these items in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance. We monitor, and have presented in this Form 10-Q, Adjusted EBITDA because it is a key measure used by our management and Board to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we include in net loss. Accordingly, we believe Adjusted EBITDA provides useful information to investors, analysts and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance.

Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. In addition, the expenses and other items that we exclude in our calculations of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results.

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In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of Adjusted EBITDA as a tool for comparison. The following table reconciles Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Net loss

(76,~~849~~582)

(1617,~~937~~056)

(1925,~~099~~681)

(3047,~~574~~630)

Depreciation and amortization

1,~~320~~271

1,~~814~~805

24,~~842~~113

35,~~710~~515

Interest expense (income), net(1)

~~281~~251

(~~521~~405)

~~534~~785

(~~967~~1,372)

Provision for income taxes

—

Change in fair value of warrant liability

32(31)

~~(53)~~61

6938

162

Restructuring costs

(305)

~~(10)~~715

(8893)

65780

Non-ordinary course legal fees and settlement reserves(2)

~~607~~324

61,~~270~~141

2,~~586~~910

1011,~~179~~320

Stock-based compensation expense(3)

~~(50)~~167

1,~~918~~773

~~201~~368

35,~~988~~761

Adjusted EBITDA(4)

(54,~~689~~605)

(711,~~519~~966)

(1217,~~955~~560)

(1325,~~596~~560)

(1)As a result of significant discounts provided to our customers on certain long-term software contracts paid in advance, ~~the~~we ~~Company has~~ determined that there is a significant financing component related to the time value of money and ~~has~~have therefore broken out the interest component and recorded it as a component of interest (expense) income, net on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. Interest (expense) income, net includes interest expense associated with the significant financing component of $0.6 million and $12.40 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $0.98 million and $12.97 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

(2)Amounts primarily represent legal fees related to securities and derivative litigation and the SEC’s ongoing investigation into issues related to ~~the~~our ~~Company’s~~ key performance indicators and revenue recognition practices (the “SEC Investigation”). The previously reported amount of $30.97 million and $67.52 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively, has been corrected to $61.31 million and $1011.23 million, respectively, herein to include an additional $20.4 million and $34.71 million, respectively, in non-ordinary course legal fees and settlement reserves, consistent with the current-period presentation. While ~~the~~we ~~Company~~are is involved in various litigation and legal disputes in the ordinary course of ~~its~~our business, ~~the~~we ~~Company~~believe ~~believes~~ the non-ordinary course legal fees and settlement reserves included in our calculation of Adjusted EBITDA do not represent normal operating expenses. See Note 15. Commitments and Contingencies, in Part I, Item 1. “Financial Statements.” These costs are included within general and administrative on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss.

(3)See Note 18. Stock-Based Compensation, in Part I, Item 1. “Financial Statements.”

(4)The previously reported Adjusted EBITDA of $(912.94) million and $(1729.37) million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively, has been corrected to $(712.50) million and $(1325.6) million, respectively, herein to exclude an additional $20.4 million and $34.71 million, respectively, in non-ordinary course legal fees and settlement reserves.

Components of Results of Operations

Revenue

Hardware Revenue. We generate hardware revenue primarily from the sale of our portfolio of devices for our smart access and smart home solutions. We sell hardware to customers, which include real estate developers, builders, building owners and property managers, directly or through our channel partners, who act as intermediaries, installers or wholesalers. ~~The~~We ~~Company~~recognize ~~recognizes~~ hardware revenue when there is evidence a contract exists and control of the hardware has been transferred to the customer. ~~The~~We ~~Company~~provide ~~provides~~ warranties that ~~its~~our hardware will be substantially free from defects in materials and workmanship, generally for a period of one or two years for electronic components, depending on the hardware product, and five years for mechanical components. ~~The~~We ~~Company~~determine ~~determines~~ in ~~its~~our sole discretion whether to replace or refund warrantable devices. ~~The~~We ~~Company~~record ~~records~~ a reserve as a component of cost of hardware revenue based on historical costs of replacement units for returns of defective products.

Software Revenue. We generate software revenue primarily through the license of our SaaS over our cloud-based platform on a subscription-based arrangement. Subscription fees vary depending on the features selected by customers. SaaS arrangements generally have term lengths between one and ten years. When significant discounts are provided to customers on the longer-term software contracts paid in advance, ~~the~~we ~~Company has~~ determined that there is a significant financing component related to the time value of money and therefore ~~has~~have recorded the interest expense in interest expense, net on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. ~~The~~Our SaaS ~~provided~~is byconsidered ~~the~~a stand-ready

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~~Company is considered a stand-ready~~ performance obligation where customers benefit from the service evenly throughout the service period. Revenue is recognized ratably over the subscription period beginning when or as control of the promised services is transferred to the customer.

Professional Services Revenue. We generate professional services revenue in three primary ways: (i) by facilitating project-based hardware installation and activation services for enterprise customers, (ii) through fees generated by technology and home services performed for residents and consumers, and (iii) through property management services performed by ~~the~~our ~~Company’s~~ subsidiary, Door Property Management, LLC (“DPM”), for ~~its~~our multifamily building customers.

We facilitate hardware installation and activation services to select customers. The revenues associated with these services are recognized over time based on a percentage of installation performed and completed and represent a transfer of services to a customer under contract.

Through our HelloTech platform, a network of independent contractors provides in-home technology services such as installation, repair, troubleshooting and technical support. Orders placed through the HelloTech platform are recognized as revenue as services are completed over time. We also offer a subscription service through the HelloTech platform that includes discounted home services and other technical support such as 24/7 online support, home technology checkups and antivirus and password manager software support. Subscription revenues are recognized ratably over the subscription period.

DPM’s property management activities include operating DPM customers’ buildings, which involves maintenance and repair, construction management, leasing and administrative services. Property management service revenues are recognized ratably over the service period.

Cost of Revenue

Cost of hardware revenue consists primarily of product costs, including manufacturing costs, duties and other applicable importing costs, shipping and handling costs, packaging costs, warranty costs, assembly costs and warehousing costs, as well as other non-inventoriable costs, including personnel-related expenses associated with supply chain logistics and direct deployment and outsourced labor costs. We expect hardware cost of revenue to move in-line with our hardware revenue. Our hardware costs have been and may continue to be impacted by any supply chain constraints, shipping cost volatility and changes in import tariffs.

Cost of software revenue consists primarily of outsourced hosting costs, other outsourced cloud-based service costs and personnel-related expenses associated with monitoring and managing outsourced hosting service providers.

Cost of professional services revenue consists primarily of (i) third-party installation labor costs and parts and materials associated with deployment of our hardware, (ii) labor costs associated with HelloTech independent technicians and credit card fees, and (iii) costs related to third-party property service providers.

Cost of revenue excludes depreciation and amortization shown in operating expenses.

Operating Expenses

Operating expenses consist of research and development, sales and marketing, general and administrative and depreciation and amortization expenses. We have not granted any restricted stock units (“RSUs”) since the suspension of our registration statement on Form S-8 under the Securities Act (the “S-8 Registration Statement”) on August 10, 2022. However, we expect to resume granting RSUs pursuant to the S-8 Registration Statement ~~once~~after we are current in our SEC filings. Any such grants will increase ~~the Company’s~~ stock-based compensation expense.

Research and Development Expenses. Research and development expenses consist primarily of personnel and related expenses for our employees working on our product, design and engineering teams, including salaries, bonuses, benefits, payroll taxes, travel and stock-based compensation. Also included are non-personnel costs such as amounts paid to our third-party contract manufacturers for tooling, engineering and prototype costs of our hardware products, fees paid to third-party consultants, research and development supplies and rent.

Sales and Marketing Expenses. Sales and marketing expenses consist primarily of personnel and related expenses for our employees working on our sales, customer success, deployment and marketing teams, including salaries, bonuses, benefits,

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payroll taxes, travel, commissions and stock-based compensation. Also included are non-personnel costs such as marketing activities (trade shows and events, conferences and digital advertising), professional fees, rent and customer support.

General and Administrative Expenses. General and administrative expenses consist primarily of personnel and related expenses for our executive, legal, human resources, finance and IT functions, including salaries, bonuses, benefits, payroll taxes, travel and stock-based compensation. Additional expenses included in this category are non-personnel costs such as legal fees, rent, professional fees, audit fees, bad debt expense and insurance costs.

Depreciation and Amortization Expenses. Depreciation and amortization expenses consist primarily of depreciation expenses related to investments in property and equipment and internally-developed capitalized software.

Other (Expense) Income, Net

Other (expense) income, net consists of interest expense associated with the significant financing component of our longer-term software contracts, interest expense associated with our debt financing arrangements, interest income on highly liquid short-term investments, gain or loss on extinguishment of debt and gain or loss on change in fair value of derivative liabilities, warrant liabilities and trading securities.

Interest (expense) income, net is summarized as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Interest income

~~477~~453

1,~~621~~327

1,~~091~~544

34,~~623~~950

Interest expense

(~~758~~704)

(~~1,100~~922)

(12,~~625~~329)

(23,~~656~~578)

Interest (expense) income, net

(~~281~~251)

~~521~~405

(~~534~~785)

~~967~~1,372

Income Taxes

The provision for income taxes consists primarily of income taxes related to foreign jurisdictions in which we conduct business. We maintain a full valuation allowance on our deferred tax assets as we have concluded that it is more likely than not that the deferred assets will not be utilized.

2930

Results of Operations

The following tables and accompanying information set forth our historical operating results for the periods indicated. The period-to-period comparison of operating results is not necessarily indicative of results for future periods.

Comparison of three months ended ~~June~~September 30, 2025 and ~~June~~September 30, 2024

	Three Months Ended June 30,
	Three Months Ended September 30,
(in thousands, except share and per share data)	2025		2024		$ Change		% Change
Revenue
Hardware	$	5,~~916~~146	$	53,~~583~~611	$	~~333~~1,535	642.05	%
Software	5,~~244~~370		5,~~022~~077		~~222~~293		45.48	%
Professional services	76,~~895~~910		26,~~333~~255		~~5,562~~655		~~238~~10.45	%
Total revenue	1917,~~055~~426		1214,~~938~~943		62,~~117~~483		4716.36	%
Cost of revenue(1)
Hardware	43,~~150~~927		43,~~352~~537		~~(202)~~390		(411.60	%)
Software	~~503~~502		~~573~~519		(7017)		(123.23	%)
Professional services	65,~~206~~279		24,~~081~~812		~~4,125~~467		~~198~~9.27	%
Total cost of revenue	109,~~859~~708		78,~~006~~868		~~3,853~~840		559.05	%
Operating expenses
Research and development	43,~~454~~759		24,~~940~~875		(1,~~514~~116)		51(22.59	%)
Sales and marketing	43,~~150~~995		23,~~252~~954		~~1,898~~41		841.30	%
General and administrative	5,~~856~~019		1612,~~726~~827		(107,~~870~~808)		(6560.09	%)
Depreciation and amortization	1,~~320~~271		1,~~814~~805		(~~494~~534)		(2729.26	%)
Total operating expenses	1514,~~780~~044		23,~~732~~461		(79,~~952~~417)		(3340.51	%)
Loss from operations	(76,~~584~~326)		(17,~~800~~386)		1011,~~216~~060		57(63.46	%)
Other (expense) income, net
Change in fair value of warrant liability	~~(32)~~31		53(61)		~~(85)~~92		N(150.M.8	%)
Interest (expense) income, net	(~~281~~251)		~~521~~405		(~~802~~656)		N(162.M.0	%)
Other income, net	48		289		(241)		(83.4	%)
Other expense, net	(36)		(14)		(22)		157.1	%
Total other (expense) income, net	(~~265~~256)		~~863~~330		(~~1,128~~586)		N(177.M.6	%)
Loss before income taxes	(76,~~849~~582)		(1617,~~937~~056)		910,~~088~~474		53(61.74	%)
Provision for income taxes	—		—		—		N.M.
Net loss	$	(76,~~849~~582)	$	(1617,~~937~~056)	$	910,~~088~~474	53(61.74	%)
Other comprehensive income (loss)
Unrealized loss on available-for-sale securities	(2)		(9)		7		(77.8	%)
Unrealized gain on available-for-sale securities	—		13		(13)		N.M.
Foreign currency translation adjustment	~~(15)~~32		(49)		~~(11)~~41		~~275~~N.0M.	%
Comprehensive loss	$	(76,~~866~~550)	$	(1617,~~950~~052)	$	910,~~084~~502	53(61.6	%)
Net loss per common share:
Basic and diluted net loss per common share	$	(0.0504)	$	(0.11)	$	0.0607	54(63.56)	%
Weighted average shares outstanding:
Basic and diluted	160,~~416~~435,~~365~~461		156,386,470

(1)Exclusive of depreciation and amortization shown in operating expenses below.

N.M.: Not meaningful

3031

Revenue

Revenue increased by $62.15 million for the three months ended ~~June~~ September 30, 2025 compared to the three months ended ~~June~~ September 30, 2024. The increase was primarily due to a $51.65 million increase in ~~professional~~hardware ~~services~~ revenue, ~~driven~~due byto ~~(i)~~higher ahardware ~~full~~shipments ~~quarter of revenue~~ in 2025 ~~following~~compared ~~the~~to ~~HelloTech~~2024, ~~merger~~a ~~and~~$0.7 ~~property~~million ~~management~~increase ~~acquisitions~~ in ~~2024,~~professional ~~which~~services ~~contributed~~revenue ~~$4.4~~primarily ~~million~~due into ~~revenue,~~higher ~~and~~installation ~~(ii)~~activity and a $10.23 million increase in ~~installation~~software ~~services~~ revenue due to continued growth in subscriptions.

Cost of Revenue

Cost of revenue increased by $30.98 million for the three months ended ~~June~~ September 30, 2025 compared to the three months ended ~~June~~ September 30, 2024. The increase was primarily due to a $40.14 million increase in ~~professional~~hardware ~~services~~ cost, ~~driven~~due byto ~~(i)~~higher ahardware ~~full~~shipments ~~quarter of costs~~ in 2025 ~~following~~compared ~~the~~to ~~HelloTech~~2024 ~~merger~~ and ~~property~~a ~~management acquisitions in 2024, which contributed~~ $30.15 million ofincrease ~~costs,~~in ~~and~~professional ~~(ii)~~services acost ~~$1.1~~due ~~million~~to an increase in installation ~~services costs~~projects.

Research and Development Expenses

Research and development expenses ~~increased~~decreased by $1.51 million for the three months ended ~~June~~ September 30, 2025 compared to the three months ended ~~June~~ September 30, 2024. The ~~increase~~decrease was primarily due to (i) a $01.90 million ~~increase~~reduction in ~~compensation~~third-party expense ~~resulting~~associated ~~from~~with ~~lower~~overlapping ~~capitalization~~costs related to the transition of ~~internally-developed~~engineering ~~software~~contractors ~~costs~~beginning in the second half of 2024 through the first half of 2025, (ii) a $0.3 million decrease in contract manufacturing cost, and (iii) a $0.63 million ~~increase~~decrease in ~~third-party~~RSU expense. ~~associated~~These ~~with~~decreases ~~overlapping~~were ~~costs~~partially ~~related~~offset toby ~~the~~a ~~transition~~$0.8 ofmillion ~~engineering~~increase ~~contractors~~in ~~through~~compensation ~~the~~costs ~~first~~resulting ~~half~~from lower capitalization of ~~2025~~internally-developed software costs.

Sales and Marketing Expenses

Sales and marketing expenses ~~increased~~were byrelatively unchanged at $14.90 million for both the three months ended ~~June~~ September 30, 2025 ~~compared~~and to the three months ended ~~June~~ September 30, 2024. ~~The increase was primarily related to HelloTech, including a $1.3 million increase in compensation expense and a $0.4 million increase in digital marketing expenses.~~

General and Administrative Expenses

General and administrative expenses decreased by $107.98 million for the three months ended ~~June~~ September 30, 2025 compared to the three months ended ~~June~~ September 30, 2024. The decrease was primarily due to (i) a $1.8 million decrease in audit fees, (iii) a $51.54 million ~~reduction~~decrease in RSU expense, (iii) a $0.8 million decrease in non-ordinary course investigation, legal and settlement fees, (iiiv) a $1.0 million decrease in professional fees primarily related to accounting services, (v) a $0.8 million decrease in ~~RSU~~compensation expense, (~~iii~~vi) a $10.68 million decrease in ~~audit~~software ~~fees~~license expense, and (ivvii) a $10.43 million decrease in ~~consulting~~severance ~~fees~~costs related to restructuring in 2024.

Depreciation and Amortization Expenses

Depreciation and amortization expenses decreased by $0.5 million for the three months ended ~~June~~ September 30, 2025 compared to the three months ended ~~June~~ September 30, 2024. The decrease was primarily due to lower amortization expense of capitalized internally-developed software and lower depreciation expense.

Total Other (Expense) Income, Net

Total other (expense) income, net decreased by $10.16 million for the three months ended ~~June~~ September 30, 2025 compared to the three months ended ~~June~~ September 30, 2024. The decrease was primarily due to a $10.59 million ~~reduction~~decrease in interest income resulting from lower average principal investment balances, partially offset by a $0.32 million decrease in interest expense related to the significant financing component of longer term software contracts.

3132

Comparison of ~~six~~nine months ended ~~June~~September 30, 2025 and ~~June~~September 30, 2024

	Six Months Ended June 30,
	Nine Months Ended September 30,
(in thousands, except share and per share data)	2025		2024		$ Change		% Change
Revenue
Hardware	$	915,~~953~~099	$	1013,~~226~~837	$	~~(273)~~1,262	(29.7)1	%
Software	1015,~~403~~773		1015,~~059~~136		~~344~~637		3.4.2	%
Professional services	1421,~~473~~383		410,~~688~~943		910,~~785~~440		~~208~~95.74	%
Total revenue	3452,~~829~~255		2439,~~973~~916		912,~~856~~339		3930.59	%
Cost of revenue(1)
Hardware	711,~~453~~380		710,~~377~~914		76466		14.03	%
Software	1,~~054~~556		~~930~~1,449		~~124~~107		137.34	%
Professional services	1015,~~647~~926		49,~~280~~092		6,~~367~~834		~~148~~75.82	%
Total cost of revenue	1928,~~154~~862		1221,~~587~~455		67,~~567~~407		5234.25	%
Operating expenses
Research and development	1013,~~087~~846		712,~~141~~016		21,~~946~~830		4115.32	%
Sales and marketing	711,~~727~~722		48,~~751~~705		23,~~976~~017		6234.67	%
General and administrative	1318,~~627~~646		2841,~~575~~402		(1422,~~948~~756)		(5255.30)	%
Depreciation and amortization	24,~~842~~113		35,~~710~~515		(~~868~~1,402)		(2325.4)	%
Total operating expenses	3448,~~283~~327		4467,~~177~~638		(919,~~894~~311)		(2228.46)	%
Loss from operations	(1824,~~608~~934)		(3149,~~791~~177)		1324,~~183~~243		4149.53	%
Other (expense) income, net
Interest (expense) income, net	(534)		967		(1,501)		N.M.
Change in fair value of warrant liability	(38)		(62)		24		(38.7)	%
Change in fair value of warrant liability	(69)		(1)		(68)		N.M.
Interest (expense) income, net	(785)		1,372		(2,157)		(157.2)	%
Other income, net	~~112~~76		~~253~~239		(~~141~~163)		(5568.72)	%
Total other (expense) income, net	(~~491~~747)		1,~~219~~549		(12,~~710~~296)		N(148.M.2)	%
Loss before income taxes	(1925,~~099~~681)		(3047,~~572~~628)		1121,~~473~~947		3746.51	%
Provision for income taxes	—		2		(2)		N.M.
Net loss	$	(1925,~~099~~681)	$	(3047,~~574~~630)	$	1121,~~475~~949	3746.51	%
Other comprehensive income (loss)
Unrealized loss on available-for-sale securities	(16)		(4431)		2815		~~(63~~48.6)4	%
Foreign currency translation adjustment	~~(11)~~21		2(7)		~~(13)~~28		N.M.
Comprehensive loss	$	(1925,~~126~~676)	$	(3047,~~616~~668)	$	1121,~~490~~992	3746.51	%
Net loss per common share:
Basic and diluted net loss per common share	$	(0.1216)	$	(0.2030)	$	0.0814	4046.07	%
Weighted average shares outstanding:
Basic and diluted	160,~~344~~375,~~652~~254		156,386,470

(1)Exclusive of depreciation and amortization shown in operating expenses below.

N.M.: Not meaningful

3233

Revenue

Revenue increased by $912.93 million for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024. The increase was primarily due to (i) a $910.84 million increase in professional services revenue, driven by (ia) a ~~full~~$7.3 ~~period~~million ofincrease ~~revenue~~attributable into ~~2025 following~~ the HelloTech ~~merger~~acquisition, (b) a $1.6 million increase in installation revenue, and ~~property~~(c) ~~management~~a ~~acquisitions~~$1.6 million increase in ~~2024~~property management revenue, ~~which~~(ii) ~~contributed~~a $91.03 million ofincrease in hardware revenue resulting from an increase in hardware shipments in 2025 compared to 2024, and (iiiii) a $0.86 million increase in ~~installation~~software ~~services~~ revenue due to the continued growth in subscriptions.

Cost of Revenue

Cost of revenue increased by $67.64 million for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024. The increase was primarily due to a $6.48 million increase in professional services ~~cost~~costs, driven by (i) a full period of costs in 2025 following the HelloTech merger and property management acquisitions in 2024, which contributed $5.8 million of cost, and a (ii) a $01.61 million increase in installation services cost. In addition, hardware costs increased by $0.5 million, primarily due to an increase in hardware shipments in 2025 compared to 2024.

Research and Development Expenses

Research and development expenses increased by $21.98 million for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024. The increase was primarily due to (i) a $1.68 million increase in compensation expense resulting from lower capitalization of internally-developed software costs, (ii) a $0.5 million increase in third-party expense associated with overlapping costs related to the transition of engineering contractors beginning in the second half of 2024 through the first half of 2025, and (iii) a $1.0.4 million increase in ~~compensation~~employee ~~expense resulting from lower capitalization of internally-developed software costs~~compensation. ~~This~~The ~~increase~~increases ~~was~~were partially offset by a $0.68 million decrease in ~~stock-based~~RSU ~~compensation~~expense ~~relating~~and toa ~~lower~~$0.4 ~~expense~~million ~~associated~~decrease ~~with~~in ~~outstanding~~contract ~~RSUs~~manufacturing cost.

Sales and Marketing Expenses

Sales and marketing expenses increased by $3.0 million for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024. The increase was primarily related to HelloTech, including a $2.15 million increase in compensation expense and a $0.56 million increase in digital marketing expenses.

General and Administrative Expenses

General and administrative expenses decreased by $1422.98 million for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease was primarily due to a (i) an $78.4 million ~~reduction~~decrease in non-ordinary course investigation, legal and settlement fees, (ii) a $3.4.8 million decrease in RSU expense, (iii) a $23.4 million decrease in consulting fees, ~~(iv)~~primarily ~~$1.5~~related ~~million~~to ~~decrease~~accounting ~~in audit fees~~services, (viv) a $03.63 million decrease in ~~compensation~~audit ~~expense~~fees, and (viv) ~~$0.5 million sales tax refund from prior years. These decreases were partially offset by~~ a $1.04 million ~~increase~~decrease in ~~insurance~~compensation ~~and bad debt~~ expense.

Depreciation and Amortization Expenses

Depreciation and amortization expenses decreased by $01.94 million for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease was primarily due to lower amortization expense of capitalized internally-developed software and lower depreciation expense.

Total Other Income (Expense) ~~Income~~, Net

Total other income (expense) ~~income~~, net decreased by $12.73 million for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease was primarily due to a $23.87 million ~~reduction~~decrease in interest income resulting from lower average principal investment balances, partially offset by a $0.67 million ~~reduction~~decrease in interest expense related to the significant financing component of longer -term software contracts and ~~lower~~a $0.4 million decrease in interest expense onrelated ~~debt~~to the payoff of ~~$0.5~~promissory ~~million~~notes in early 2024.

Liquidity and Capital Resources

We have incurred losses since our inception. To date, ~~the~~our ~~Company’s~~ principal sources of liquidity have been the net proceeds received as a result of the ~~Company’s~~ 2021 business combination and payments received from our customers.

~~As of December 31, 2025 and June 30, 2025, the Company’s unrestricted cash and cash equivalents and current and non-current available-for-sale securities were approximately $~~34.7 million and $50.4 million, respectively. The Company’s available-for-sale securities investment portfolio is primarily invested in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer.

33As of December 31, 2025 and September 30, 2025, our unrestricted cash and cash equivalents and current and non-current available-for-sale securities were approximately $34.7 million and $44.3 million, respectively. Our available-for-sale securities investment portfolio is primarily invested in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. Our investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer.

As of ~~June~~September 30, 2025, ~~the~~we ~~Company~~ also had approximately $3129.87 million in net inventory.

During the three and six months ended June 30, 2025, the Company (i) received $3.2 million of proceeds from the sale of a maturing available-for-sale security and (ii) reinvested the proceeds by purchasing an equal amount of new securities prior to such date. The Company uses trade-date accounting and, as such, the new securities position of $3.2 million is included in the balance of available-for-sale securities on the accompanying Condensed Consolidated Balance Sheet as of June 30, 2025, and a liability of $3.2 million presented as investment purchases payable is included in accrued expenses on the accompanying Condensed Consolidated Balance Sheet as of June 30, 2025. The funds were deducted from the Company’s account in July 2025. Accordingly, the sum of the Company’s cash and cash equivalents as of June 30, 2025 is $3.2 million higher than it would have been had the funds been deducted from the Company’s account prior to June 30, 2025.

Our short-term liquidity needs have primarily included working capital for salaries, including sales and marketing and research and development, as well as component inventory purchases from our contract manufacturers.

Beginning in the second quarter of 2022 and continuing through the date of this Form 10-Q, we have incurred, and may continue to incur, significant professional fees, primarily consisting of legal, forensic accounting, management consulting and related advisory services as a result of ~~the~~our ~~Company’s~~ 2022-2023 internal investigation (the “Investigation”) and the SEC Investigation, as well as accounting related consulting services, independent registered accounting firm fees and advisory services related to the Restatement. Additionally, we have incurred significant costs in connection with various pending litigation. See Note 15. Commitments and Contingencies, in Part I, Item 1. “Financial Statements.” Such litigation involves significant defense and other costs and, if decided adversely to us or settled, has resulted or could result in significant monetary damages or expenditures. Although we maintain insurance coverage in amounts and with deductibles that we believe are appropriate for our operations, our insurance coverage does not cover all claims that have been or may be brought against us.

Our future capital requirements will depend on many factors, including our business plans, our levels of revenue, the expansion of sales and marketing activities, market acceptance of our products, the results of business initiatives, the timing of new product introductions and overall economic conditions.

Based on our current business plan, we expect to be able to use our current cash and cash equivalents and available-for-sale securities to fund our operational cash requirements for at least 12 months from the date of this Form 10-Q. Other significant factors that affect our overall management of liquidity include certain actions controlled by management such as capital expenditures and acquisitions. See Note 15. Commitments and Contingencies, in Part I, Item 1. “Financial Statements.”

Commitments and Contractual Obligations

We are obligated to make payments as part of certain contracts that we have entered into during the normal course of business. Following the 2024 property management acquisitions, in February 2024 we entered into a three-year advisory agreement with a partner pursuant to which the partner provides DPM with certain management and advisory services related to DPM’s property management business. Pursuant to such agreement, we are required to pay the partner $0.5 million annually. As of ~~June~~September 30, 2025, ~~the~~we ~~Company~~ had a remaining obligation of $0.8 7 million under the advisory agreement.

Indebtedness

On July 15, 2024, ~~the~~we ~~Company~~ entered into a loan agreement with Customers Bank (the “Loan Agreement”). Pursuant to the Loan Agreement, Customers Bank issued a term loan in the principal amount of $6.0 million (the “Loan”). The Loan Agreement, which was entered into in connection with the ~~2024~~ acquisition of HelloTech, did not result in ~~the~~our ~~Company~~receipt ~~receiving~~of any loan proceeds. Interest is payable on the Loan at a rate equal to the greater of (a) the prime rate published in The Wall Street Journal or (b) 6.0%, and the maturity date is July 15, 2029 (the “Maturity Date”).

Payments under the Loan were interest-only through January 15, 2025. Thereafter, ~~the~~we ~~Company~~are is required to pay equal monthly installments of principal plus accrued interest until the Maturity Date. There is no penalty for prepayment of the Loan.

Pursuant to the Loan Agreement, Customers Bank was granted security interests in substantially all of ~~the~~our ~~Company’s~~ assets, excluding intellectual property, and the Loan Agreement contains customary affirmative and negative covenants.

HelloTech is required to maintain an operating account with Customers Bank with a sufficient balance to support monthly payments. Additionally, ~~the~~we ~~Company~~are is required to maintain a liquidity ratio of at least 4.00, tested monthly, which is calculated as the quotient of our unrestricted cash and cash equivalents (subject to certain limitations with respect to cash of foreign subsidiaries), divided by all outstanding indebtedness owed to Customers Bank.

34The Loan Agreement contains various covenants that, among other things, limit our ability to:

calculated as the quotient of unrestricted cash and cash equivalents of the Company and its subsidiaries (subject to certain limitations with respect to cash of foreign subsidiaries), divided by all outstanding indebtedness owed to Customers Bank.

The Loan Agreement contains various covenants that, among other things, limit the Company’s ability to:

• engage in certain asset dispositions;

• permit a change in control;

• merge or consolidate;

• incur indebtedness or grant liens on ~~its~~our assets;

• declare or pay dividends, distributions or redemptions;

• make loans or investments; and

• engage in certain transactions with affiliates.

If an event of default exists under the Loan Agreement, Customers Bank will be able to accelerate the maturity of the Loan and exercise other rights and remedies. Events of default include, but are not limited to, the following events:

• failure to pay any principal or interest within three business days of the due date;

• failure to perform or otherwise comply with the covenants and obligations in the Loan Agreement, subject, in certain instances, to certain grace periods;

• bankruptcy or insolvency events ~~involving the Company~~; or

• the rendering of judgments ~~against the Company~~ that remain undischarged, unvacated, unbonded, unsatisfied or unstayed for a certain period.

As of ~~June~~September 30, 2025 and December 31, 2025, the outstanding principal of the Loan was $5.41 million and $4.8 million, respectively. ~~The~~We ~~Company~~were ~~was~~ in compliance with the covenants under the Loan Agreement as of ~~June~~September 30, 2025 and December 31, 2025.

On July 15, 2024, in a private placement concurrent with the ~~Company’s entry into the~~ Loan Agreement, ~~the~~we ~~Company~~ issued a warrant to Customers Bank to purchase 1,000,000 shares of ~~the~~our ~~Company’s~~ common stock. The warrant has an exercise price of $1.25 per share, was exercisable upon issuance and will expire six years from the date of issuance, or July 15, 2030.

Cash Flows

The following table sets forth a summary of our cash flows for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

2025

2024

Net cash used in operating activities

(2328,~~244~~139)

(4461,~~483~~972)

Net cash provided by investing activities

~~476~~1,530

5971,~~238~~874

Net cash used in financing activities

(~~556~~889)

(22,000)

Effect of exchange rates on cash

(~~152~~129)

2914

Net change in cash and cash equivalents

(2327,~~476~~627)

(712,~~216~~084)

Operating Activities. Net cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2025 decreased by $2133.28 million compared to the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease was primarily ~~due~~attributable to a $719.73 million decrease in cash outflows resulting from the settlement in 2024 of an investment payable outstanding at December 31, 2023. The decrease was also attributable to a $16.1 million reduction in net loss adjusted for non-cash items, a $56.98 million favorable change in working capital, primarily related to accounts receivable and other current liabilities, and a $46.8 million decrease in inventory ~~prepayments~~purchases. ~~and~~These ~~purchases~~favorable ~~and~~changes awere partially offset by $10.8 million increase of cash payments related to accrued litigation settlements and $2.91 million ~~reduction~~of inpayments for audit services. Management continues to focus on cost discipline, inventory management and liquidity preservation as it seeks to reduce operating cash usage.

35Investing Activities. Net cash provided by investing activities decreased by $70.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Cash flows from investing activities primarily consist of the net purchases and sales of available-for-sale securities. The decrease was primarily attributable to the use of investment proceeds to fund operating losses, with the remaining proceeds reinvested in shorter-term securities classified as cash equivalents to maintain liquidity and preserve capital.

~~outflows~~Financing ~~related~~Activities. toFor ~~litigation~~the ~~and~~nine ~~restructuring~~months ended September 30, 2025, net cash used in financing activities decreased by $21.1 ~~Management~~million ~~continues~~compared to ~~focus~~the onnine ~~cost~~months ~~discipline~~ended September 30, ~~inventory~~2024. ~~management~~The decrease represents the difference between the $22.0 million repayment of the Promissory Notes in 2024 and ~~liquidity~~the ~~preservation~~$0.9 million asrepayment itof ~~seeks~~the toLoan ~~reduce~~during ~~operating~~the ~~cash~~nine ~~usage~~months ended September 30, 2025.

Investing Activities. Net cash provided by investing activities decreased by $58.8 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Cash flows from investing activities primarily consist of the net purchases and sales of available-for-sale securities. The decrease was primarily attributable to the use of investment proceeds to fund operating losses, with the remaining proceeds reinvested in shorter-term securities classified as cash equivalents to maintain liquidity and preserve capital.36

Financing Activities. For the six months ended June 30, 2025, net cash used in financing activities decreased by $21.4 million compared to the six months ended June 30, 2024. The decrease represents the difference between the $22.0 million repayment of the Promissory Notes in 2024 and the $0.6 million repayment of the Loan during the six months ended June 30, 2025.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of ~~June~~September 30, 2025 and December 31, 2024 that had, or were reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be material to investors.

Critical Accounting Estimates

There have been no material changes to our critical accounting estimates as disclosed in the 2024 Annual Report, except as noted below.

Goodwill

We test goodwill and indefinite-lived intangible assets for impairment annually as of December 31, or more frequently if events or circumstances indicate that the carrying amount may not be recoverable. Management also evaluates, on an ongoing basis, whether changes in business conditions or other events require interim impairment testing. No triggering events that would require interim impairment testing were identified during the nine months ended September 30, 2025.

In connection with our annual goodwill impairment test as of December 31, 2025, Accounting Standards Codification 350, Intangibles – Goodwill and Other, permits us to first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Consistent with prior periods, we will elect to bypass the qualitative assessment and perform a quantitative impairment test. While no impairment of goodwill has been previously recorded, management continues to monitor operating performance, liquidity, cash usage and market conditions. As management prepares the forecast and performs the annual quantitative impairment assessment as of December 31, 2025, as of the date of this Form 10-Q, we believe it is likely that some or all of our goodwill could be impaired as of December 31, 2025. See Part II, Item 1A. “Risk Factors” for additional information.

Recent Accounting Pronouncements

See Note 22. Recently Issued Accounting Standards, in Part I, Item 1. “Financial Statements” for information about recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Background

In 2022, the Audit Committee, with the assistance of independent legal and accounting advisors, conducted the Investigation, which was an internal investigation of matters relating to ~~the~~our ~~Company’s~~ key performance indicators and revenue recognition practices for certain transactions, including the accounting treatment, financial reporting and internal controls related to such transactions.

As a result of the accounting, financial reporting and internal control deficiencies identified by the Investigation and their material impact on ~~the~~our ~~Company’s~~ current and historical financial statements and related disclosures, the Audit Committee determined that ~~the~~our ~~Company’s~~ financial statements for 2019, 2020, 2021 and the first quarter of 2022 would be restated. Following the Investigation, ~~the~~we ~~Company~~ completed a comprehensive review of ~~its~~our previously issued financial statements. As a result, in ~~the~~our ~~Company’s~~ Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”), ~~the~~we ~~Company~~ restated those financial statements to correct the errors identified. As further detailed below, ~~the~~we ~~Company~~ identified the Legacy Material Weaknesses (as defined and further described below) related to, among other items: (i) revenue recognition on hardware and software sales, (ii) revenue recognition and billing on software licenses, (iii) recognition of various expenses, (iv) internally developed software, (v) stock-based compensation and (vi) errors in certain key performance indicators, including “bookings” and related metrics.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of annual or interim financial statements would not be prevented or detected on a timely basis.

Evaluation of Disclosure Controls and Procedures

Our current management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, in connection with the preparation of this Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that ~~the~~our ~~Company’s~~ disclosure controls and procedures were not effective as of ~~June~~September 30, 2025 because of material weaknesses in our internal control over financial reporting, as described below.

Notwithstanding that conclusion, based on review, analysis and inquiries conducted subsequent to ~~June~~September 30, 2025, management believes that the condensed consolidated financial statements and related financial information included in this Form 10-Q fairly present in all material respects ~~the~~our ~~Company’s~~ financial condition, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with GAAP.

Previously Disclosed Material Weakness

In our Annual Report on Form 10-K for the year ended December 31, 2021, we initially identified a material weakness related to the selection and development of control activities, including over information technology related to certain account balances (the “2021 Material Weakness”). During 2022, ~~the~~we ~~Company~~ completed multiple reductions in force that impacted approximately 51% of ~~the~~our ~~Company’s~~ full-time employees in addition to the transition of ~~the~~our ~~Company’s~~ Chief Financial Officer in March 2022. We believe these personnel changes hindered our ability to fully remediate the 2021 Material Weakness, which continued to exist as of ~~June~~September 30, 2025, and contributed to additional material weaknesses identified as of December 31, 2022 in the 2022 Annual Report.

In light of these material weaknesses, ~~the~~we ~~Company~~have ~~has~~ taken steps to redesign and reestablish the overall control environment. This process requires adequate time to plan and implement revised or new controls. Additionally, to validate operating effectiveness, we must demonstrate consistent control execution and satisfy audit testing requirements over multiple periods.

In 2022, ~~the~~we ~~Company~~ identified a material weakness related to the tone from executive management, which was determined to be insufficient to create the proper environment for effective internal control over financial reporting (“Tone at the Top”). Since identifying the material weakness, ~~the~~we ~~Company~~have ~~has~~ undertaken considerable remediation efforts, including:

•the January 2023 appointment of Messrs. Keyes and Landy as interim Chief Executive Officer and interim Chief Financial Officer, respectively, to improve tone from executive management, reinforce our commitment to integrity and promote accurate record keeping, ethical values and proper business practices;

•undertaking various personnel changes, including voluntary and involuntary terminations within ~~the~~our ~~Company’s~~ sales and finance departments;

•in June and July 2023, establishing a new leadership team, including the hiring of our present Chief Executive Officer and Chief Financial Officer, and restructuring our sales department. All remaining salespersons were terminated as part of this new strategy;

•regularly communicating information effectively across the organization in a manner that establishes a strong overall control environment; and

•in February 2025, following completion of the Restatement, appointment of our present Chief Executive Officer, Chief Financial Officer and Chief Strategy and Legal Officer, who have continued to reinforce the improved tone set by the outgoing interim executive officers.

While management believes that these remediation actions have resulted in meaningful improvements to ~~the~~our ~~Company’s~~ control environment and strengthened the ~~Company’s~~ Tone at the Top, ~~the~~we ~~Company~~continue ~~continues~~ to evaluate the sustained operating effectiveness of the relevant controls. As of ~~June~~September 30, 2025, management had not yet concluded that the remediation of the material weakness related to Tone at the Top had been fully validated.

The additional, previously disclosed material weaknesses that remained as of ~~June~~September 30, 2025 (collectively with Tone at the Top, the “Legacy Material Weaknesses”) are as follows:

Control Environment. The Company lacked appropriate policies and resources to develop and operate effective internal control over financial reporting, which contributed to other Legacy Material Weaknesses and the Company’s inability to properly analyze, record and disclose accounting matters timely and accurately.38

~~Risk~~Control ~~Assessment~~Environment. ~~The~~We ~~Company~~lacked ~~did~~appropriate ~~not~~policies ~~design~~ and ~~implement~~resources anto ~~effective~~develop ~~risk~~and ~~assessment~~operate ~~and~~effective ~~identified~~internal acontrol ~~material~~over ~~weakness~~financial ~~relating~~reporting, which contributed to: ~~(i)~~other ~~identifying,~~Legacy ~~assessing,~~Material Weaknesses and ~~communicating~~our ~~appropriate~~inability ~~objectives,~~to ~~(ii)~~properly ~~identifying~~analyze, record and ~~analyzing~~disclose ~~risks~~accounting tomatters timely and accurately.

37Risk Assessment. We did not design and implement an effective risk assessment and identified a material weakness relating to: (i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives, and (iii) identifying and assessing changes in the business that could impact the system of internal controls.

~~achieve~~Control ~~these~~Activities. ~~objectives,~~We ~~and~~did ~~(iii)~~not ~~identifying~~design and ~~assessing~~implement ~~changes~~effective incontrol activities and identified the ~~business~~following ~~that~~material ~~could~~weaknesses, ~~impact~~which ~~the~~are ~~system~~in ofaddition ~~internal~~to ~~controls.~~the 2021 Material Weakness:

~~Control~~•Ineffective ~~Activities~~design and operation of certain control activities to respond to potential risks of material misstatement of revenue. ~~The~~In ~~Company~~particular, ~~did~~we ~~not~~failed to: (i) ensure that relevant terms sales representatives had negotiated with customers were identified and communicated to the accounting department, resulting in a failure to properly account for such terms, (ii) fully consider the impact of certain terms of sales agreements on the amount and timing of revenue to be recognized and (iii) identify and account for extended payment terms. As a result of these control design deficiencies, the policies and ~~implement~~controls related to revenue recognition were not effective ~~control~~in ~~activities~~ensuring that (a) revenue was recorded at the correct amount and ~~identified~~in the ~~following~~correct ~~material~~period ~~weaknesses,~~and ~~which~~(b) ~~are~~the accounting department was informed of all elements and deliverables of certain arrangements. These design deficiencies led to inaccuracies in ~~addition~~amounts and timing of revenue recognition and allowances for uncollectible accounts that contributed to ~~the~~material ~~2021~~accounting ~~Material~~errors ~~Weakness:~~in 2022 and prior years.

◦•Ineffective design and operation of certain control activities todue ~~respond~~ to ~~potential~~the ~~risks~~significant of2022 ~~material~~personnel ~~misstatement~~changes ofdiscussed ~~revenue~~above. InControl ~~particular~~deficiencies, ~~the~~which ~~Company~~aggregate ~~failed~~ to: ~~(i)~~a ~~ensure~~material ~~that~~weakness, ~~relevant~~occurred ~~terms~~within ~~sales~~the ~~representatives~~following ~~had~~areas: ~~negotiated~~order ~~with customers were identified and communicated~~ to ~~the~~cash, ~~accounting department~~inventory, ~~resulting~~financial ~~in a failure to properly account for such terms~~close, ~~(ii) fully consider the impact of certain terms of~~ sales ~~agreements~~commissions, ~~on the amount and timing of revenue~~ procure-to ~~be recognized and (iii) identify and account for extended payment terms. As a result of these control design deficiencies~~-pay, ~~the~~capitalized ~~policies~~software and ~~controls~~information ~~related to revenue recognition were not effective in ensuring that (a) revenue was recorded at the correct amount~~ and intechnology ~~the~~general ~~correct period and (b) the accounting department was informed of all elements and deliverables of certain arrangements~~controls. These design deficiencies led to inaccuracies in amounts and timing of revenue recognition and allowances for uncollectible accounts that contributed to material accounting errors in 2022 and prior years.

~~◦Ineffective~~Information and Communication. We did not design and ~~operation~~implement ofeffective ~~certain~~information ~~control~~and communication activities ~~due~~and toidentified the ~~significant~~following ~~2022~~material ~~personnel~~weakness: ~~changes~~we ~~discussed~~did ~~above.~~not ~~Control~~have ~~deficiencies,~~adequate ~~which~~processes ~~aggregate~~and tocontrols afor ~~material~~communicating ~~weakness,~~information ~~occurred~~among ~~within~~ the ~~following~~accounting, ~~areas:~~finance ~~order~~and tosales ~~cash~~departments, ~~inventory,~~including ~~financial~~the ~~close,~~customer ~~sales~~success ~~commissions~~team, ~~procure-~~necessary to~~-pay,~~ ~~capitalized~~support ~~software~~the ~~and~~proper ~~information~~functioning ~~and~~of ~~technology~~internal ~~general~~ controls impacting revenue-related accounts.

~~Information~~Monitoring ~~and Communication~~Activities. ~~The~~We ~~Company~~ did not design and implement effective ~~information~~monitoring ~~and communication~~ activities and identified the following material ~~weakness~~weaknesses: ~~the~~(i) ~~Company~~failure ~~did~~to ~~not~~adequately ~~have~~monitor ~~adequate~~compliance ~~processes~~with accounting policies, procedures and controls ~~for~~related ~~communicating~~to ~~information~~revenue ~~among~~recognition, ~~the~~including ~~accounting,~~accounts ~~finance~~receivable and ~~sales~~reserves; ~~departments,~~and ~~including~~(ii) ~~the~~failure ~~customer~~to ~~success~~properly ~~team~~select, ~~necessary~~develop toand ~~support~~perform ~~the~~ongoing ~~proper~~evaluations ~~functioning~~ of ~~internal~~various ~~controls~~components ~~impacting~~of ~~revenue-related~~internal ~~accounts~~controls.

Monitoring Activities. The Company did not design and implement effective monitoring activities and identified the following material weaknesses: (i) failure to adequately monitor compliance with accounting policies, procedures and controls related to revenue recognition, including accounts receivable and reserves; and (ii) failure to properly select, develop and perform ongoing evaluations of various components of internal controls.

Remediation Plan and Status

~~The~~We ~~Company~~are is committed to remediating the Legacy Material Weaknesses, fostering continuous improvement in internal controls and enhancing ~~its~~our overall internal control environment. Since identifying the Legacy Material Weaknesses, ~~the~~we ~~Company~~have ~~has~~ corrected the errors in the financial statements for 2022 and prior and ~~has~~have begun implementing the remediation activities described above and below. ~~The~~We ~~Company~~believe ~~believes~~ that these activities, when fully implemented, should remediate the Legacy Material Weaknesses and strengthen ~~its~~our internal control over financial reporting. These remediation efforts remain ongoing, and additional remediation initiatives may be necessary.

A material weakness cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time such that management can conclude, through testing, that the controls are operating effectively.

Accordingly, as management continues to monitor the effectiveness of our internal control over financial reporting, ~~the~~we ~~Company~~ will continue to perform additional procedures prescribed by management, including the use of certain manual mitigating control procedures and the employment of additional tools and resources deemed necessary, to ensure that our future consolidated financial statements are fairly stated in all material respects. In addition to the remediation activities identified with respect to the Tone at the Top material weakness, the following remediation activities highlight ~~the~~our ~~Company’s~~ commitment to remediating the Legacy Material Weaknesses:

◦•Hired finance and accounting professionals with the appropriate level of experience and training necessary to develop, maintain and improve our accounting policies, procedures and internal controls and continue to hire other qualified finance and accounting professionals.

◦Provided, and continue to provide, training for employees regarding their responsibilities related to the performance or oversight of internal controls.

◦Reinforced the importance of communication between the sales, accounting and finance departments regarding key terms of, and changes or modifications to, sales transactions, including by establishing controls requiring finance department approval of certain non-standard terms.

◦Updated operative sales contracts to clarify that no transactional terms exist outside of the signed agreements and no oral agreements are valid and enforceable. Legal department approval is required prior to execution of such contracts.

◦Developed an intranet for employees to reference, which includes an organizational chart and access to Company-wide policies and other resources, including the Code of Ethics, the Whistleblower Policy and access information for our anonymous reporting hotline.

◦Actively reviewing, reevaluating and improving our Sarbanes-Oxley compliance program, including governance, risk assessment, testing methodologies and corrective action.

◦Reestablished an enterprise risk committee, meeting regularly.

◦Enhanced procedures to perform an updated, comprehensive enterprise risk assessment, including a focus on the issues identified in the Investigation.

◦Implemented an internal control compliance software to assist with the ongoing monitoring of control performance, streamline internal control management and allow for enhanced reporting of the status of our Sarbanes-Oxley compliance program.

◦Developed, and continue to develop, internal control documentation over financial processes and related disclosures. The Company plans to continue to design and implement control activities to mitigate risks identified and test the operating effectiveness of such controls.

◦Revised policies and procedures related to our revenue recognition process, including revisions to the assessment, approval matrix and exception handling processes. The Company intends to conduct a similar review annually, including review and assessment of revenue recognition-related controls and information technology system configurations.

Changes in Internal Control Over Financial Reporting

Other than described above, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

•Provided, and continue to provide, training for employees regarding their responsibilities related to the performance or oversight of internal controls.

•Reinforced the importance of communication between the sales, accounting and finance departments regarding key terms of, and changes or modifications to, sales transactions, including by establishing controls requiring finance department approval of certain non-standard terms.

•Updated operative sales contracts to clarify that no transactional terms exist outside of the signed agreements and no oral agreements are valid and enforceable. Legal department approval is required prior to execution of such contracts.

•Developed an intranet for employees to reference, which includes an organizational chart and access to Company-wide policies and other resources, including the Code of Ethics, the Whistleblower Policy and access information for our anonymous reporting hotline.

•Actively reviewing, reevaluating and improving our Sarbanes-Oxley compliance program, including governance, risk assessment, testing methodologies and corrective action.

•Reestablished an enterprise risk committee, meeting regularly.

•Enhanced procedures to perform an updated, comprehensive enterprise risk assessment, including a focus on the issues identified in the Investigation.

•Implemented an internal control compliance software to assist with the ongoing monitoring of control performance, streamline internal control management and allow for enhanced reporting of the status of our Sarbanes-Oxley compliance program.

•Developed, and continue to develop, internal control documentation over financial processes and related disclosures. We plan to continue to design and implement control activities to mitigate risks identified and test the operating effectiveness of such controls.

•Revised policies and procedures related to our revenue recognition process, including revisions to the assessment, approval matrix and exception handling processes. We intend to conduct a similar review annually, including review and assessment of revenue recognition-related controls and information technology system configurations.

Changes in Internal Control Over Financial Reporting

Other than described above, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

We are and may become, from time to time, involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims. Although management is unable to predict with certainty the eventual outcome of any legal action, management believes the ultimate liability arising from such actions, individually and in the aggregate, which existed at ~~June~~September 30, 2025, will not materially affect ~~the~~our ~~Company’s~~ condensed consolidated results of operations, financial position or cash flows, except as set forth in Note 15. Commitments and Contingencies, in Part I, Item 1. “Financial Statements.” Given the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material effect on our financial results.

Item 1A. Risk Factors

We are subject to various risks and uncertainties in the course of our business. For a discussion of such risks and uncertainties, please see the section in the 2024 Annual Report filed with the SEC on November 5, 2025 titled “Risk Factors.” There have been no material changes to the risk factors disclosed therein, except as noted below.

If we determine that our goodwill has become impaired, we may incur impairment charges, which would negatively impact our operating results.

Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations. At September 30, 2025, we had approximately $30.2 million of goodwill on the accompanying Condensed Consolidated Balance Sheet. We assess goodwill for impairment at least annually, and more frequently if events or circumstances indicate it is more likely than not that the our carrying amount may not be recoverable.

Goodwill may be impaired if there are adverse changes in expected future cash flows of a reporting unit, we restructure or dispose of a portion of our business or there are sustained negative trends in our industry or the economy. Our most recent impairment analysis was performed as of December 31, 2024, using information that was known or knowable as of that date, and no impairment was identified. However, as management prepares the forecast and performs the annual quantitative impairment assessment as of December 31, 2025, as of the date of this Form 10-Q, we believe it is likely that some or all of our goodwill could be impaired as of December 31, 2025.

Goodwill is particularly sensitive to changes in financial performance and liquidity and broader industry conditions. Factors that could materially reduce our fair value include (i) a failure of financial results, including revenue growth, to meet our expectations, (ii) continued operating losses or reductions in our cash position from funding ongoing operations, and (iii) changes in discount rates or other valuation assumptions. As a result, some or all of our goodwill recorded on the accompanying Condensed Consolidated Balance Sheet may be impaired as of December 31, 2025 or in future periods.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Repurchase of Equity Securities~~None.

As described further in Note 18. Stock-Based Compensation, in Part I, Item 1. “Financial Statements,” the Company repurchased shares of common stock held by Mr. Siminoff in connection with the termination of Mr. Siminoff’s Advisory Services in May 2025. The following table summarizes the repurchase of our common stock during the three months ended June 30, 2025.

Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) Purchased under the Plans or Programs
April 1, 2025 - April 30, 2025	—	—		—	—
May 1, 2025 - May 31, 2025	790,465	$	0.0000508	—	—
June 1, 2025 - June 30, 2025	—	—		—	—
Total	790,465			—	—

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

No director or officer adopted or terminated a trading arrangement for the purchase of Company securities for the quarterly period ended ~~June~~September 30, 2025 that is either (1) a contract, instruction or written plan intended to satisfy the affirmative ~~defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement,” or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).~~

Item 6. Exhibits

Incorporated by Reference

Exhibit

Exhibit Description

Form

Exhibit

Filing Date

2.1*

Agreement and Plan of Merger, dated as of January 24, 2021, by and among TSIA, Lionet Merger Sub Inc. and Legacy Latch.

S-4/A

2.1

5/12/2021

2.2

Agreement and Plan of Merger, dated as of May 15, 2023, by and among Latch, Inc., LS Key Merger Sub 1, Inc., LS Key Merger Sub 2, LLC and Honest Day’s Work, Inc.

8-K

2.1

5/16/2023

2.3

Amendment to Agreement and Plan of Merger, dated as of June 23, 2023, by and among Latch, Inc., LS Key Merger Sub 1, Inc., LS Key Merger Sub.

10-K

2.3

12/19/2024

2.4*

Agreement and Plan of Merger, by and among Latch, Inc., LS HT Merger Sub, Inc. and HelloTech, Inc., dated as of June 21, 2024.

8-K

2.1

6/24/2024

3.1

Second Amended and Restated Certificate of Incorporation.

8-K

3.1

6/10/2021

3.2

Amended and Restated Bylaws.

8-K

3.2

6/10/2021

31.1

Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2

Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101

The following financial information from Latch, Inc.’s Quarterly Report on Form 10-Q for the three months ended June 30, 2025, formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets - Unaudited, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss - Unaudited, (iii) the Condensed Consolidated Statements of Stockholders’ Equity - Unaudited, (iv) the Condensed Consolidated Statements of Cash Flows - Unaudited and (v) the Notes to Condensed Consolidated Financial Statements - Unaudited (submitted electronically herewith).

104

Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

†

Indicates a management contract or compensatory plan or arrangement.

defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement,” or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

Item 6. Exhibits

Incorporated by Reference

Exhibit

Exhibit Description

Form

Exhibit

Filing Date

2.1*

Agreement and Plan of Merger, dated as of January 24, 2021, by and among TSIA, Lionet Merger Sub Inc. and Legacy Latch.

S-4/A

2.1

5/12/2021

2.2

Agreement and Plan of Merger, dated as of May 15, 2023, by and among Latch, Inc., LS Key Merger Sub 1, Inc., LS Key Merger Sub 2, LLC and Honest Day’s Work, Inc.

8-K

2.1

5/16/2023

2.3

Amendment to Agreement and Plan of Merger, dated as of June 23, 2023, by and among Latch, Inc., LS Key Merger Sub 1, Inc., LS Key Merger Sub.

10-K

2.3

12/19/2024

2.4*

Agreement and Plan of Merger, by and among Latch, Inc., LS HT Merger Sub, Inc. and HelloTech, Inc., dated as of June 21, 2024.

8-K

2.1

6/24/2024

3.1

Second Amended and Restated Certificate of Incorporation.

8-K

3.1

6/10/2021

3.2

Amended and Restated Bylaws.

8-K

3.2

6/10/2021

31.1

Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2

Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101

The following financial information from Latch, Inc.’s Quarterly Report on Form 10-Q for the three months ended September 30, 2025, formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets - Unaudited, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss - Unaudited, (iii) the Condensed Consolidated Statements of Stockholders’ Equity - Unaudited, (iv) the Condensed Consolidated Statements of Cash Flows - Unaudited and (v) the Notes to Condensed Consolidated Financial Statements - Unaudited (submitted electronically herewith).

104

Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).

†

Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:

LATCH, INC.
By:			/s/ David Lillis
			David Lillis
			Chief Executive Officer
			January 23, 2026
			February 11, 2026
By:			/s/ Jeff Mayfield
			Jeff Mayfield
			Chief Financial Officer
			January 23, 2026
			February 11, 2026

4243

Filing Compare · Latch, Inc.