08:54:14 EST Thu 05 Feb 2026
Enter Symbol
or Name
USA
CA



LIGHTSPEED COMMERCE INC. SV
Symbol LSPD
Shares Issued 139,455,392
Close 2026-02-04 C$ 13.77
Market Cap C$ 1,920,300,748
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ORIGINAL: Lightspeed Announces Third Quarter 2026 Financial Results and Raises Fiscal 2026 Outlook

2026-02-05 07:00 ET - News Release

Lightspeed Announces Third Quarter 2026 Financial Results and Raises Fiscal 2026 Outlook

PR Newswire

Revenue of $312.3 million exceeded outlook

Gross profit margins improved to 43% with gross profit increasing 15% year-over-year

Positive cash flow from operating activities of $28.9 million, and Adjusted Free Cash Flow1 of $14.9 million

Across retail in North America and hospitality in Europe:

Revenue grew 21% year-over year, GTV grew 16% year-over-year and

~2,600 net Customer Locations were added in the quarter

Lightspeed reports in US dollars and in accordance with IFRS Accounting Standards.

MONTREAL, Feb. 5, 2026 /PRNewswire/ - Lightspeed Commerce Inc. (NYSE: LSPD) (TSX: LSPD) ("Lightspeed" or the "Company"), the unified omnichannel platform powering ambitious retail and hospitality businesses in over 100 countries, today announced financial results for the three and nine months ended December 31, 2025.

"Lightspeed's transformation continued to deliver results this quarter with both Customer Locations and GTV growing at an accelerated pace," said Dax Dasilva, Founder and CEO. "Our consistent delivery of new, highly innovative features such as Lightspeed AI, Marketplace within NuORDER by Lightspeed and Lightspeed Tempo, along with disciplined go-to-market execution, is driving momentum across our growth engines."

"This quarter again demonstrates disciplined execution against the framework we laid out at Capital Markets Day," said Asha Bakshani, CFO. "We delivered strong results, continued to improve our already healthy balance sheet, and expanded Adjusted EBITDA while investing behind our growth engines. This is exactly how we intend to execute our transformation - with focus, predictability, and profitability."

Third Quarter Financial Highlights

(All comparisons are relative to the three-month period ended December 31, 2024 unless otherwise stated):

  • Total revenue of $312.3 million, an increase of 11% year-over-year.
  • Transaction-based revenue of $209.4 million, an increase of 15% year-over-year.
  • Subscription revenue of $93.0 million, an increase of 6% year-over-year.
  • Net loss of ($33.6) million, or ($0.24) per share, as compared to a net loss of ($26.6) million, or ($0.17) per share. After adjusting for certain items, such as share-based compensation, the Company delivered Adjusted Income1 of $20.2 million, or $0.15 per share1, as compared to Adjusted Income1 of $18.5 million, or $0.12 per share1.
  • Adjusted EBITDA1 of $20.2 million up from Adjusted EBITDA1 of $16.6 million.
  • Cash flows from operating activities of $28.9 million as compared to cash flows from operating activities of $2.7 million, and Adjusted Free Cash Flow1 of $14.9 million as compared to Adjusted Free Cash Flow1 used of ($0.5) million.
  • As at December 31, 2025, Lightspeed had $479.0 million in cash and cash equivalents.

 _________________________________________________



 
          (1) Non-IFRS measure or ratio. See the section entitled "Non-IFRS Measures and Ratios" and the reconciliation to the most directly comparable IFRS measure or ratio.

Third Quarter Operational Highlights

  • Lightspeed announced key product releases during the quarter:
    • Lightspeed AI, an AI-powered intelligence layer with new conversational assistants within Lightspeed Retail and Lightspeed Restaurant. These assistants help merchants ask questions, get answers quickly and make smarter decisions without navigating complex dashboards or reports.
    • Within Retail, our new Marketplace experience offers a centralized, multi-brand shopping and ordering experience. Built for how modern retailers buy, Marketplace allows retailers to browse, compare, and purchase products across multiple brands in one consistent and intuitive experience.
    • Now available for merchants who use Android: Tap to Pay on Android on Lightspeed Scanner lets retailers accept in-person contactless payments.
    • Smart terminals now offer customer facing display options for retailers, reducing costs, improving accuracy, and helping with evolving regional display regulations.
    • Within Hospitality, Lightspeed Tempo was released to flagship Lightspeed Restaurant merchants, a cutting-edge pacing technology for Lightspeed Restaurant that leverages Kitchen Display System status updates to guide servers and managers through the dining timeline.
    • Lightspeed Tasks, that helps restaurateurs create workflows for opening, closing and everything between, sends notifications and tracks completion via Lightspeed Pulse app or the POS.
    • Lightspeed Reservations, for independent restaurants who don't want the high cost or complexity that comes with third party reservation providers.
    • Mobile Tap expanded into three additional regions -- France, Germany, and Switzerland -- enabling order acceptance and easy payments across Lightspeed's core European markets.
  • Lightspeed's growth engines of retail in North America and hospitality in Europe continued their impressive performance with software revenue increasing 13% year-over-year, total revenue growing 21% year-over-year, GTV2 up 16% year-over-year, and GPV2 as a percentage of GTV of 46% up from 42% last year. Customer Locations2 within these growth engines increased by approximately 2,600 from the previous quarter, and were up 9% year-over-year to approximately 94,000. Lightspeed ended the quarter with total Customer Locations of approximately 148,000, up year-over-year.
  • Total ARPU2 increased 11% to ~$660 from ~$597 in the same quarter last year driven by expanding adoption of our payments offering, innovative new software modules and signing more high-GTV customers. Subscription ARPU increased 4%.
  • Total GTV was $25.3 billion, up 8% year-over-year, with a growing portion processed through the Company's payments solutions. GPV increased 19% to $10.5 billion from $8.8 billion in the same period last year. GPV as a percentage of GTV was 42%.
  • Gross profit of $133.6 million increased 15% year-over-year. Overall gross margin was 43%, compared to 41% in the same quarter last year. Subscription gross margin grew to 82% in the quarter from 79% in the same quarter last year driven by optimization of headcount and spend. Transaction-based gross margin rose to 31% from 28% last year.
  • Lightspeed Capital showed strong growth with revenue increasing 34% year-over-year.
  • Notable customer wins in North America include:
    • Alberta based Irvine Tack & Western Wear, one of the largest western retailers in the world, came to Lightspeed after outgrowing a less sophisticated, cloud-based competitor.
    • Value Zone, a family operated department store with several locations across New Jersey, selected Lightspeed Retail.
    • Across NuORDER by Lightspeed, we added several new brands, including Balmain, Diane Von Furstenberg, and C-Life Group, the Dickies women's licensee.
  • Among hospitality customers in Europe, we welcomed:
    • Hôtel Belles Rives, offering several restaurants, highlighted by La Passagère, a one-Michelin-star destination under esteemed chef Aurélien Véquaud.
    • Quai des Artistes, the iconic brasserie in Port Hercules, Monaco.
    • The 40+ location Colicci in the UK, serving guests across London's royal parks and public spaces.
    • Burger Vision in Germany with over 20 locations and ambitious expansion plans.
  • The Company appointed Gabriel Benavides as Chief Revenue Officer. Mr. Benavides brings more than 20 years of international go-to-market leadership, as he served as CRO at Contentsquare, and was previously EVP and CRO at Medallia. Gabriel will oversee global revenue generation, aligning sales, customer success, marketing, and channel partnerships to deliver stronger go-to-market execution, accelerate outbound performance, and expand software and payments ARPU growth.

 ________________________________________________



 
            (2) Key Performance Indicator. See the section entitled "Key Performance Indicators".

Financial Outlook3

The following outlook supersedes all prior statements made by the Company and is based on current expectations.

Due to outperformance in the nine months ended December 31, 2025, Lightspeed is raising its full year revenue, gross profit and Adjusted EBITDA1 outlook.

The Company's outlook for Fiscal 2026 remains consistent with the Company's three-year target gross profit CAGR4 of approximately 15-18% and three-year target Adjusted EBITDA1 CAGR4 of approximately 35% presented at our Capital Markets Day in March 2025. Lightspeed expects to generate positive Free Cash Flow1,5 in Fiscal 2026. The Company's outlook is as follows:

Fourth Quarter 2026

  • Revenue of approximately $280 million to $284 million.
  • Gross profit of approximately $125 million to $127 million.
  • Adjusted EBITDA1 of approximately $15 million.

Fiscal 2026

  • Revenue of approximately $1,216 million to $1,220 million.
  • Gross profit of approximately $523 to $525 million.
  • Adjusted EBITDA1 of approximately $72 million.

 _______________________________________________



 
            (3) The financial outlook is fully qualified and based on a number of assumptions and subject to a number of risks described under the headings "Forward-Looking Statements", "Financial Outlook Assumptions" and "Long-Term Financial Outlook" of this press release.



 
            4 Financial outlook, please see the section entitled "Long-Term Financial Outlook" in this press release for the assumptions, risks and uncertainties related to Lightspeed's financial outlook, and the section entitled "Forward-Looking Statements".



 
            5 Refers to the Company's non-IFRS measure "Adjusted Free Cash Flow", which adjusts for certain items including cash outflows, including the principal advanced, and cash inflows, including the repayment of principal, in respect of merchant cash advances.

Conference Call and Webcast Information

Lightspeed will host a conference call and webcast to discuss the Company's financial results at 8:00 am ET on Thursday, February 5, 2026. To access the telephonic version of the conference call, visit https://registrations.events/direct/Q4I7431668022368771803970000. After registering, instructions will be shared on how to join the call including dial-in information as well as a unique passcode and registrant ID. At the time of the call, registered participants will dial in using the numbers from the confirmation email, and upon entering their unique passcode and ID, will be entered directly into the conference. Alternatively, the webcast will be available live in the Events section of the Company's Investor Relations website, https://investors.lightspeedhq.com/English/events-and-presentations/upcoming-events/.

Among other things, Lightspeed will discuss quarterly results, financial outlook and trends in its customer base on the conference call and webcast, and related materials will be made available on the Company's website at https://investors.lightspeedhq.com. Investors should carefully review the factors, assumptions and uncertainties included in such related materials.

An audio replay of the call will also be available to investors beginning at approximately 11:00 a.m. Eastern Time on February 5, 2026 until 11:59 p.m. Eastern Time on February 12, 2026, by dialing 800.770.2030 for the U.S. or Canada, or 647.362.9199 for international callers and providing conference ID 74316. In addition, an archived webcast will be available on the Investors section of the Company's website at https://investors.lightspeedhq.com.

Lightspeed's unaudited condensed interim consolidated financial statements and management's discussion and analysis for the three and nine months ended December 31, 2025 are available on Lightspeed's website at https://investors.lightspeedhq.com and will be filed on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov.

Financial Outlook Assumptions

When calculating the Adjusted EBITDA included in our financial outlook for the quarter ending March 31, 2026, and the Adjusted EBITDA and Adjusted Free Cash Flow included in our financial outlook for the full year ending March 31, 2026, we considered IFRS measures including revenues, direct cost of revenues, and operating expenses. Our financial outlook is based on a number of assumptions, including assumptions related to inflation, tariffs, changes in interest rates, consumer spending, foreign exchange rates and other macroeconomic conditions; that the jurisdictions in which Lightspeed has significant operations do not impose strict measures like those put in place in response to pandemics like the COVID-19 pandemic or other health crises; requests for subscription pauses and churn rates owing to business failures remain in line with planned levels; our Customer Location count growing in line with our planned levels (particularly in higher GTV cohorts and among retail customers in North America and hospitality customers in Europe); quarterly subscription revenue growth in line with our expectations; revenue streams resulting from certain partner referrals remaining in line with our expectations (particularly in light of our decision to unify our POS and payments solutions, which payments solutions have in the past and may in the future, in some instances, be perceived by certain referral partners to be competing with their own solutions); customers adopting our payments solutions having an average GTV at our planned levels; continued uptake of our payments solutions in line with our expectations in connection with our ongoing efforts to sell our POS and payments solutions as one unified platform; our ability to price our payments solutions in line with our expectations and to achieve suitable margins and to execute on more optimized pricing structures; our pricing and packaging initiatives and resulting impacts on our year-over-year growth rates; continued uptake of our merchant cash advance solutions in line with our expectations; our ability to manage default risks of our merchant cash advances in line with our expectations; seasonal trends being in line with our expectations and the resulting impact on our GTV, GPV and subscription, transaction-based, and hardware and other revenues; continued success in module adoption expansion throughout our customer base; our ability to selectively pursue strategic opportunities (such as acquisitions, investments or divestitures) and derive the benefits we expect from the acquisitions we have completed including expected synergies resulting from the prioritization of our flagship Lightspeed Retail and Lightspeed Restaurant offerings; market acceptance and adoption of our flagship offerings; our ability to attract and retain key personnel required to achieve our plans, including outbound and field sales personnel in our key markets; our ability to execute our succession planning; our expectations regarding the costs, timing and impact of our reorganizations and other cost reduction initiatives; our expectations regarding our growth strategy focused on retail customers in North America and hospitality customers in Europe and our strategies for customers in other geographies and verticals; our ability to manage customer churn; and our ability to manage customer discount requests. Our financial outlook does not give effect to the potential impact of acquisitions, divestitures or other strategic transactions that may be announced or closed after the date hereof. Our financial outlook, including the various underlying assumptions, constitutes forward-looking information and should be read in conjunction with the cautionary statement on forward-looking information below. Many factors may cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by such forward-looking information, including the risks and uncertainties related to: macroeconomic factors affecting small and medium-sized businesses, including inflation, tariffs, changes in interest rates and consumer spending trends; instability in the banking sector; exchange rate fluctuations and the use of hedging; any pandemic or global health crisis; the Russian invasion of Ukraine and reactions thereto; continuing military conflict in the Middle East and reactions thereto; the impact and uncertainty of foreign policy shifts in the U.S., Canada and Europe (including the impacts of tariffs, sanctions, trade wars, or other trade conditions or protective government actions); certain natural disasters; our inability to attract and retain customers, including among high GTV customers and among retail customers in North America and hospitality customers in Europe; our inability to increase customer sales; our inability to implement our growth strategy; our inability to continue to increase adoption of our payments solutions, including our initiative to sell our POS and payments solutions as one unified platform; our ability to successfully execute our pricing and packaging initiatives; risks relating to our merchant cash advance program; our ability to continue offering merchant cash advances and scaling our merchant cash advance program in line with our expectations; our reliance on a small number of cloud service suppliers and suppliers for parts of the technology in our payments solutions; our ability to manage and maintain integrations between our platform and certain third-party platforms; our ability to maintain sufficient levels of hardware inventory; our inability to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform; our ability to prevent and manage information security breaches or other cyber-security threats; our ability to compete against competitors; strategic relations with third parties; our reliance on integration of third-party payment processing solutions; compatibility of our solutions with third-party applications and systems; changes to technologies on which our platform is reliant; our ability to effectively incorporate artificial intelligence solutions into our business and operations; our ability to obtain, maintain and protect our intellectual property; risks relating to international operations, sales and use of our platform in various countries; our liquidity and capital resources; pending and threatened litigation and regulatory compliance; any external stakeholder activism; changes in tax laws and their application; our ability to expand our sales, marketing and support capability and capacity; our ability to execute on our reorganizations and cost reduction initiatives; our ability to execute on our growth strategy focused on retail customers in North America and hospitality customers in Europe and our strategies for customers in other geographies and verticals; our ability to successfully make future investments in our business through capital expenditures; our ability to successfully execute our capital allocation strategies; our ability to execute on our business and operational strategy; maintaining our customer service levels and reputation; our ability to effectively control and manage our working capital; and cash inflows and outflows being in line with our expectations. The purpose of the forward-looking information is to provide the reader with a description of management's expectations regarding our financial performance and may not be appropriate for other purposes.

Long-Term Financial Outlook

Our long-term targets constitute financial outlook and forward-looking information within the meaning of applicable securities laws. The purpose of communicating long-term targets is to provide a description of management's expectations regarding our intended operating model, financial performance and growth prospects at a further stage of business maturity. Such information may not be appropriate for other purposes.

A number of assumptions were made by the Company in preparing our long-term targets, including:

  • Our expectations regarding our growth strategy for retail customers in North America and hospitality customers in Europe and our strategies for customers in other geographies and verticals.
  • Economic conditions in our core geographies and verticals, including inflation, consumer confidence, disposable income, consumer spending, foreign exchange rates, employment and other macroeconomic conditions, remaining at close to current levels.
  • Jurisdictions in which Lightspeed has significant operations do not impose strict measures like those put in place in response to pandemics like the COVID-19 pandemic.
  • Customer adoption of our payments solutions in line with expectations, with new customers having an average GTV at or above planned levels.
  • Our ability to price our payments solutions in line with our expectations and to achieve suitable margins and to execute on more optimized pricing structures.
  • Continued uptake of our payments solutions in line with our expectations in connection with our ongoing efforts to sell our POS and payments solutions as one unified platform.
  • Revenue streams resulting from certain partner referrals remaining in line with our expectations (particularly in light of our decision to unify our POS and payments solutions, which payments solutions have in the past and may in the future, in some instances, be perceived by certain referral partners to be competing with their own solutions).
  • Our ability to manage default risks of our merchant cash advances in line with our expectations.
  • Long-term growth in ARPU, including growth in subscription ARPU, in line with expectations, driven by Customer Location expansion in our growth engines, customer adoption of additional solutions and modules and the introduction of new solutions, modules and functionalities.
  • Our ability to achieve higher close rates and better unit economics with customers in our growth engines.
  • Our reallocation of investment over time towards our growth engines - retail customers in North America and hospitality customers in Europe.
  • Our ability to price solutions and modules in line with our expectations.
  • Our ability to recognize synergies and reinvest those synergies in core areas of the business as we prioritize our flagship Lightspeed Retail and Lightspeed Restaurant offerings.
  • Our ability to scale our outbound and fields sales motions in our growth engines.
  • Our ability to attract and retain customers and grow subscription ARPU in our addressable markets.
  • The size of our addressable markets for our growth engines - retail customers in North America and hospitality customers in Europe - being in line with our expectations.
  • Customer Location growth of ~10-15% (three year CAGR between Fiscal 2025 and Fiscal 2028) in our two growth engines - retail customers in North America and hospitality customers in Europe.
  • Our ability to selectively pursue strategic opportunities (such as acquisitions, investments or divestitures) and derive the benefits we expect from the acquisitions we have completed including expected synergies resulting from the prioritization of our flagship Lightspeed Retail and Lightspeed Restaurant offerings.
  • Market acceptance and adoption of our flagship offerings.
  • Our ability to increase our operating efficiencies by consolidating infrastructure and hosting contracts with certain providers and consolidating certain service centers into lower cost geographies.
  • Our ability to attract, develop and retain key personnel and our ability to execute our succession planning.
  • Our expectations regarding the costs, timing and impact of our reorganizations and other cost reduction initiatives.
  • The ability to effectively develop and expand our labour force, including our sales, marketing, support and product and technology operations, in each case both domestically and internationally, but particularly in our growth engines.
  • Our ability to manage customer churn.
  • Our ability to manage requests for subscription pauses, customer discounts and payment deferral requests.
  • Assumptions as to foreign exchange rates and interest rates, including inflation.
  • Share-based compensation declining as a percentage of revenue over time.
  • Gross margin being within a range of ~42-45% over time.
  • Adjusted EBITDA1 growing to ~20% of gross profit by Fiscal 2028.
  • Seasonal trends of our key verticals being in line with our expectations and the resulting impact on our GTV, GPV and transaction-based revenues.

Our financial outlook does not give effect to the potential impact of acquisitions, divestitures or other strategic transactions that may be announced or closed after the date hereof. Many factors may cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by such targets, including risk factors identified in our most recent Management's Discussion and Analysis of Financial Condition and Results of Operation and under "Risk Factors" in our most recent Annual Information Form. In particular, our long-term targets are subject to risks and uncertainties related to:

  • Our ability to execute on our growth strategy focused on retail customers in North America and hospitality customers Europe and our strategies for customers in other geographies and verticals.
  • The Russian invasion of Ukraine and reactions thereto.
  • Continuing military conflict in the Middle East and reactions thereto.
  • The impact and uncertainty of foreign policy shifts in the U.S., Canada and Europe (including the impacts of tariffs, sanctions, trade wars, or other trade conditions or protective government actions).
  • Supply chain risk and the impact of shortages in the supply chain on our merchants.
  • Macroeconomic factors affecting small and medium-sized businesses, including inflation, changes in interest rates and consumer spending trends.
  • Instability in the banking sector.
  • Any pandemic or global health crisis or certain natural disasters.
  • Our ability to manage the impact of foreign currency fluctuations on our revenues and results of operations, including the use of hedging.
  • Our ability to implement our growth strategy and the impact of competition.
  • Our inability to attract and retain customers, including among high GTV customers or customers in our growth engines.
  • Our inability to increase customer sales.
  • Our ability to successfully execute our pricing and packaging initiatives.
  • The substantial investments and expenditures required in the foreseeable future to expand our business, including over $30 million incremental investment in our product and technology roadmap in Fiscal 2026.
  • Our liquidity and capital resources, including our ability to secure debt or equity financing on satisfactory terms.
  • Our ability to increase scale and operating leverage.
  • Our inability to continue to increase adoption of our payments solutions, including our initiative to sell our POS and payments solutions as one unified platform.
  • Risks relating to our merchant cash advance program.
  • Our ability to continue offering merchant cash advances and scaling our merchant cash advance program in line with our expectations.
  • Our ability to further monetize our Lightspeed Wholesale offering.
  • Our reliance on a small number of cloud service providers and suppliers for parts of the technology in our payments solutions.
  • Our ability to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform.
  • Our ability to prevent and manage information security breaches or other cyber-security threats.
  • Our ability to compete and satisfactorily price our solutions in a highly fragmented and competitive market.
  • Strategic relations with third parties, including our reliance on integration of third-party payment processing solutions.
  • Our ability to maintain sufficient levels of hardware inventory including any impacts resulting from tariffs, sanctions, trade wars or supply chain disruptions.
  • Our ability to manage and maintain integrations between our platform and certain third-party platforms.
  • Compatibility of our solutions with third-party applications and systems.
  • Changes to technologies on which our platform is reliant.
  • Our ability to effectively incorporate artificial intelligence solutions into our business and operations.
  • Our ability to obtain, maintain and protect our intellectual property.
  • Risks relating to our international operations, sales and use of our platform in various countries.
  • Seasonality in our business and in the business of our customers.
  • Pending and threatened litigation and regulatory compliance.
  • Any external stakeholder activism.
  • Changes in tax laws and their application.
  • Our ability to expand our sales capability (including employing over 150 outbound and field sales personnel in our growth engines by the end of Fiscal 2026) and maintain our customer service levels and reputation.
  • Our ability to execute on our reorganizations and cost reduction initiatives.
  • Our ability to successfully make future investments in our business through capital expenditures.
  • Our ability to successfully execute our capital allocation strategies, including our share repurchase initiatives.
  • Gross profit and operating expenses being measures determined in accordance with IFRS Accounting Standards, and the fact that such measures may be affected by unusual, extraordinary, or non-recurring items, or by items which do not otherwise reflect operating performance or which hinder period-to-period comparisons.
  • Any potential acquisitions, divestitures or other strategic opportunities, some of which may be material in size or result in significant integration difficulties or expenditures, or otherwise impact our ability to achieve our long term targets on our intended timeline or at all.

See also the section entitled "Forward-Looking Statements" in this press release.

About Lightspeed

Lightspeed is the POS and payments platform powering businesses at the heart of communities in over 100 countries. As the partner of choice for ambitious retail and hospitality entrepreneurs, Lightspeed helps businesses accelerate growth, deliver exceptional customer experiences, and run smarter across all channels and locations.

With fast, flexible omnichannel technology, Lightspeed brings together point of sale, eCommerce, embedded payments, inventory, reporting, staff and supplier management, financial services, and an exclusive wholesale retail network. Backed by insights, and expert support, Lightspeed helps businesses run more efficiently and focus on what they do best.

Founded in Montréal, Canada in 2005, Lightspeed is dual-listed on the New York Stock Exchange and Toronto Stock Exchange (NYSE: LSPD) (TSX: LSPD), with teams across North America, Europe, and Asia Pacific.

For more information, please visit: www.lightspeedhq.com

On social media: LinkedIn, Facebook, Instagram, YouTube, and X

Non-IFRS Measures and Ratios

The information presented herein includes certain non-IFRS financial measures such as "Adjusted EBITDA", "Adjusted Income", "Adjusted Free Cash Flow", "Non-IFRS gross profit", "Non-IFRS general and administrative expenses", "Non-IFRS research and development expenses", and "Non-IFRS sales and marketing expenses" and certain non-IFRS ratios such as "Adjusted Income per Share - Basic and Diluted", "Non-IFRS gross profit as a percentage of revenue", "Non-IFRS general and administrative expenses as a percentage of revenue", "Non-IFRS research and development expenses as a percentage of revenue", and "Non-IFRS sales and marketing expenses as a percentage of revenue". These measures and ratios are not recognized measures and ratios under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures and ratios presented by other companies. Rather, these measures and ratios are provided as additional information to complement those IFRS measures and ratios by providing further understanding of our results of operations from management's perspective. Accordingly, these measures and ratios should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. These non-IFRS measures and ratios are used to provide investors with supplemental measures and ratios of our operating performance and liquidity and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures and ratios. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures and ratios in the evaluation of issuers. Our management also uses non-IFRS measures and ratios in order to facilitate operating performance comparisons from period to period, to prepare operating budgets and forecasts and to determine components of management compensation.

"Adjusted EBITDA" is defined as net loss excluding interest, taxes, depreciation and amortization, or EBITDA, as adjusted for share-based compensation and related payroll taxes, compensation expenses relating to acquisitions completed, foreign exchange gains and losses, transaction-related costs, restructuring, litigation provisions and goodwill impairment. We believe that Adjusted EBITDA provides a useful supplemental measure of the Company's operating performance, as it helps illustrate underlying trends in our business that could otherwise be masked by the effect of the income or expenses that are not indicative of the core operating performance of our business.

"Adjusted Income" is defined as net loss excluding amortization of intangibles, as adjusted for share-based compensation and related payroll taxes, compensation expenses relating to acquisitions completed, transaction-related costs, restructuring, litigation provisions, deferred income tax expense (recovery) and goodwill impairment. We use this measure as we believe excluding amortization of intangibles and certain other non-cash or non-operational expenditures provides a helpful supplementary indicator of our business performance as it allows for more accurate comparability across periods.

"Adjusted Income per Share - Basic and Diluted" is defined as Adjusted Income divided by the weighted average number of Common Shares outstanding - basic and diluted. We use Adjusted Income per Share - Basic and Diluted to provide a helpful supplemental indicator of the performance of our business on a per share (basic and diluted) basis.

"Adjusted Free Cash Flow" is defined as cash flows from (used in) operating activities as adjusted for the payment of amounts related to capitalized internal development costs, the payment of amounts related to acquiring property and equipment and certain cash inflows and outflows associated with merchant cash advances. We use this measure as we believe including or excluding certain inflows and outflows provides a helpful supplemental indicator to investors of the Company's ability to generate cash flows.

"Non-IFRS gross profit" is defined as gross profit as adjusted for share-based compensation and related payroll taxes. We use this measure as we believe excluding share-based compensation and related payroll taxes provides a helpful supplemental indicator to investors on our business performance in regard to the Company's performance and profitability.

"Non-IFRS gross profit as a percentage of revenue" is calculated by dividing our Non-IFRS gross profit by our total revenue. We use this ratio as we believe excluding share-based compensation and related payroll taxes provides a helpful supplemental indicator to investors on our business performance in regard to the Company's performance and profitability.

"Non-IFRS general and administrative expenses" is defined as general and administrative expenses as adjusted for share-based compensation and related payroll taxes, transaction-related costs and litigation provisions. We use this measure as we believe excluding certain charges provides a helpful supplemental indicator to investors on our operating expenditures.

"Non-IFRS general and administrative expenses as a percentage of revenue" is calculated by dividing our Non-IFRS general and administrative expenses by our total revenue. We use this ratio as we believe excluding certain charges provides a helpful supplemental indicator to investors on our operating expenditures.

"Non-IFRS research and development expenses" is defined as research and development expenses as adjusted for share-based compensation and related payroll taxes. We use this measure as we believe excluding share-based compensation and related payroll taxes provides a helpful supplemental indicator to investors on our operating expenditures.

"Non-IFRS research and development expenses as a percentage of revenue" is calculated by dividing our Non-IFRS research and development expenses by our total revenue. We use this ratio as we believe excluding share-based compensation and related payroll taxes provides a helpful supplemental indicator to investors on our operating expenditures.

"Non-IFRS sales and marketing expenses" is defined as sales and marketing expenses as adjusted for share-based compensation and related payroll taxes. We use this measure as we believe excluding share-based compensation and related payroll taxes provides a helpful supplemental indicator to investors on our operating expenditures.

"Non-IFRS sales and marketing expenses as a percentage of revenue" is calculated by dividing our Non-IFRS sales and marketing expenses by our total revenue. We use this ratio as we believe excluding share-based compensation and related payroll taxes provides a helpful supplemental indicator to investors on our operating expenditures.

See the financial tables below for a reconciliation of the non-IFRS measures and ratios.

Key Performance Indicators

We monitor the following key performance indicators to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. These key performance indicators are also used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures and ratios. We also believe that securities analysts, investors and other interested parties frequently use industry metrics in the evaluation of issuers. Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other companies.

Average Revenue Per User."Average Revenue Per User" or "ARPU" represents the total subscription revenue and transaction-based revenue of the Company in the period divided by the number of Customer Locations of the Company in the period. Subscription revenue and transaction-based revenue attributable to standalone eCommerce sites is excluded from ARPU. We use this measure as we believe it provides a helpful supplemental indicator of our progress in growing the revenue that we derive from our customer base. For greater clarity, the number of Customer Locations of the Company in the period is calculated by taking the average number of Customer Locations throughout the period.

Customer Locations. "Customer Location" means a billing merchant location for which the term of services has not ended, or in respect of which we are negotiating a renewal contract, and, in the case of NuORDER, a brand with a direct or indirect paid subscription for which the term of services has not ended or in respect of which we are negotiating a subscription renewal. A single unique customer can only have multiple Customer Locations if it has multiple physical sites and in the case of NuORDER, multiple subscriptions. We use this measure as we believe that our ability to increase the number of Customer Locations with a high GTV per year and the number of retail Customer Locations in North America and hospitality Customer Locations in Europe served by our platform is an indicator of our success in terms of market penetration and growth of our business.

Gross Payment Volume. "Gross Payment Volume" or "GPV" means the total dollar value of transactions processed, excluding amounts processed through the NuORDER solution, in the period through our payments solutions in respect of which we act as the principal in the arrangement with the customer, net of refunds, inclusive of shipping and handling, duty and value-added taxes. We use this measure as we believe that growth in our GPV demonstrates the extent to which we have scaled our payments solutions. As the number of Customer Locations using our payments solutions grows, particularly those with a high GTV, we will generate more GPV and see higher transaction-based revenue. We have excluded amounts processed through the NuORDER solution from our GPV because they represent business-to-business volume rather than business-to-consumer volume and we do not currently have a robust payments solution for business-to-business volume. Some of our brands can accept certain payments from retailers in certain of our geographies, and we may in the future include such volume in GPV once we have further developed our payments solution for business-to-business volume.

Gross Transaction Volume. "Gross Transaction Volume" or "GTV" means the total dollar value of transactions processed through our cloud-based software-as-a-service platform, excluding amounts processed through the NuORDER solution, in the period, net of refunds, inclusive of shipping and handling, duty and value-added taxes. We use this measure as we believe GTV is an indicator of the success of our customers and the strength of our platform. GTV does not represent revenue earned by us. We have excluded amounts processed through the NuORDER solution from our GTV because they represent business-to-business volume rather than business-to-consumer volume and we do not currently have a robust payments solution for business-to-business volume. Some of our brands can accept certain payments from retailers in certain of our geographies, and we may in the future include such volume in GTV once we have further developed our payments solution for business-to-business volume.

Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward looking information may relate to our financial outlook (including revenue, gross profit, Adjusted EBITDA and Adjusted Free Cash Flow), and anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend and capital allocation policy (including share repurchase initiatives), plans and objectives. Particularly, information regarding: our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate; macroeconomic conditions such as inflationary pressures, interest rates, the international trade environment and related restrictions or disputes, and global economic uncertainty; our expectations regarding the costs, timing and impact of reorganizations and cost reduction initiatives and personnel changes; our expectations regarding our growth strategy focused on retail customers in North America and hospitality customers in Europe and our strategies for customers in other geographies and verticals; geopolitical instability, terrorism, war and other global conflicts such as the Russian invasion of Ukraine and continuing military conflict in the Middle East; and expectations regarding industry and consumer spending trends, our growth rates, the achievement of advances in and expansion of our platform, our focus on complex customers, our revenue and the revenue generation potential of our payment-related and other solutions, the impact of our decision to sell our POS and payments solutions as one unified platform, our pricing and packaging initiatives; our gross margins and future profitability, acquisition, investment or divestiture outcomes and synergies, the impact of any further goodwill impairments, the impact of pending and threatened litigation, the impact of any external stakeholder activism, the impact of foreign currency fluctuations and the use of hedging on our results of operations, our business plans and strategies and our competitive position in our industry, is forward-looking information.

In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "suggests", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates" or "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved", the negative of these terms and similar terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.

Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as of the date of such forward-looking information. Forward-looking information is subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including the risk factors identified in our most recent Management's Discussion and Analysis of Financial Condition and Results of Operations, under "Risk Factors" in our most recent Annual Information Form, and in our other filings with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission, all of which are available under our profiles on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. You should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents our expectations as of the date hereof (or as of the date they are otherwise stated to be made), and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.


 
            
              Condensed Interim Consolidated Statements of Loss and Comprehensive Loss


 
            (expressed in thousands of US dollars, except number of shares and per share amounts, unaudited)




                                                                                                                                  Three months ended                      Nine months ended
                                                                                                                                        December 31,                           December 31,


                                                                                                                           2025                    2024            2025                       2024



 
            Revenues                                                                                         
 
           $ 
       
            $  
 
         $   
        
            $



 Subscription                                                                                                           92,951                  88,064         277,356                    256,914



 Transaction-based                                                                                                     209,447                 181,659         629,772                    539,464



 Hardware and other                                                                                                      9,948                  10,411          29,123                     27,029





 
            Total revenues                                                                                           312,346                 280,134         936,251                    823,407





 
            Direct cost of revenues



 Subscription                                                                                                           16,523                  18,385          50,966                     53,901



 Transaction-based                                                                                                     145,179                 131,439         441,416                    392,888



 Hardware and other                                                                                                     17,067                  14,436          46,056                     38,253





 
            Total direct cost of revenues                                                                            178,769                 164,260         538,438                    485,042





 
            Gross profit                                                                                             133,577                 115,874         397,813                    338,365





 
            Operating expenses



 General and administrative                                                                                             29,575                  29,459          93,388                     92,562



 Research and development                                                                                               33,189                  32,148          98,308                     90,139



 Sales and marketing                                                                                                    68,464                  54,012         206,686                    176,763



 Depreciation of property and equipment                                                                                  1,792                   1,891           5,124                      5,717



 Depreciation of right-of-use assets                                                                                     1,306                   1,218           3,786                      3,981



 Foreign exchange loss (gain)                                                                                              571                   2,514         (1,957)                     1,262



 Acquisition-related compensation                                                                                          157                     157             471                        209



 Amortization of intangible assets                                                                                      34,781                  22,105         104,143                     67,612



 Restructuring                                                                                                           1,381                   6,368           4,213                     16,073





 
            Total operating expenses                                                                                 171,216                 149,872         514,162                    454,318





 
            Operating loss                                                                                          (37,639)               (33,998)      (116,349)                 (115,953)





 Net interest income                                                                                                     4,851                   8,388           3,861                     28,097





 
            Loss before income taxes                                                                                (32,788)               (25,610)      (112,488)                  (87,856)





 
            Income tax expense (recovery)



 Current                                                                                                                 1,117                     867           3,924                      3,360



 Deferred                                                                                                                (327)                    109           (567)                        37





 
            Total income tax expense                                                                                     790                     976           3,357                      3,397





 
            Net loss                                                                                                (33,578)               (26,586)      (115,845)                  (91,253)





 
            Other comprehensive income (loss)





 
            
              Items that may be reclassified to net loss



 Foreign currency differences on translation of foreign operations                                                         236                 (8,511)          8,214                    (3,662)



 Change in net unrealized gain (loss) on cash flow hedging instruments, net of tax                                         611                 (3,837)          3,008                    (3,767)





 
            Total other comprehensive income (loss)                                                                      847                (12,348)         11,222                    (7,429)





 
            Total comprehensive loss                                                                                (32,731)               (38,934)      (104,623)                  (98,682)





 
            Net loss per share - basic and diluted                                                                    (0.24)                 (0.17)         (0.83)                    (0.59)





 
            Weighted average number of Common Shares outstanding - basic and diluted                             138,634,403             154,283,524     139,054,322                154,190,673


 
            
              Condensed Interim Consolidated Balance Sheets


 
            (expressed in thousands of US dollars, unaudited)




                                                                                             As at


                                                                                December 31,           March 31,
                                                                                        2025                 2025



 
            Assets                                                       
 
            $   
   
           $





 
            Current assets



 Cash and cash equivalents                                                          479,002              558,469



 Trade and other receivables                                                         40,135               53,077



 Merchant cash advances                                                             105,642              106,169



 Inventories                                                                         12,086               14,612



 Other current assets                                                                68,341               65,696





 
            Total current assets                                                  705,206              798,023





 
            Lease right-of-use assets, net                                         16,268               12,714



 
            Property and equipment, net                                            17,042               17,102



 
            Intangible assets, net                                                 93,113              159,542



 
            Goodwill                                                              806,130              797,962



 
            Other long-term assets                                                 37,475               40,562



 
            Deferred tax assets                                                       449                  298





 
            Total assets                                                        1,675,683            1,826,203





 
            Liabilities and Shareholders' Equity





 
            Current liabilities



 Accounts payable and accrued liabilities                                            80,363               73,075



 Lease liabilities                                                                    5,408                5,654



 Income taxes payable                                                                 1,332                1,540



 Deferred revenue                                                                    68,915               68,714





 
            Total current liabilities                                             156,018              148,983





 
            Deferred revenue                                                          843                1,088



 
            Lease liabilities                                                      14,801               11,319



 
            Other long-term liabilities                                             1,662                  562



 
            Deferred tax liabilities                                                   72                  284





 
            Total liabilities                                                     173,396              162,236





 
            Shareholders' equity



 Share capital                                                                    3,912,508            4,157,395



 Additional paid-in capital                                                         203,911              200,634



 Accumulated other comprehensive income (loss)                                        3,760              (7,462)



 Accumulated deficit                                                            (2,617,892)         (2,686,600)





 
            Total shareholders' equity                                          1,502,287            1,663,967





 
            Total liabilities and shareholders' equity                          1,675,683            1,826,203




 
            
              Condensed Interim Consolidated Statements of Cash Flows


 
            (expressed in thousands of US dollars, unaudited)




                                                                                                       Nine months ended December
                                                                                                        31,


                                                                                                    2025                         2024



 
            Cash flows from (used in) operating activities                              
 
         $   
          
            $



 Net loss                                                                                     (115,845)                    (91,253)



 Items not affecting cash and cash equivalents



 Amortization of intangible assets                                                              104,143                       67,612



 Depreciation of property and equipment and lease right-of-use assets                             8,910                        9,698



 Deferred income tax expense (recovery)                                                           (567)                          37



 Share-based compensation expense                                                                45,657                       42,983



 Unrealized foreign exchange loss (gain)                                                          (654)                         100



 (Increase)/decrease in operating assets and increase/(decrease) in operating liabilities



 Trade and other receivables                                                                     12,386                       18,915



 Merchant cash advances                                                                             527                     (27,080)



 Inventories                                                                                      2,526                          621



 Other assets                                                                                     1,777                     (11,516)



 Accounts payable and accrued liabilities                                                        10,991                        3,546



 Income taxes payable                                                                             (208)                       (955)



 Deferred revenue                                                                                  (44)                     (7,605)



 Other long-term liabilities                                                                      1,100                          170



 Net interest income                                                                            (3,861)                    (28,097)





 
            Total operating activities                                                         66,838                     (22,824)





 
            Cash flows from (used in) investing activities



 Additions to property and equipment                                                            (5,226)                     (2,840)



 Additions to intangible assets                                                                (37,710)                    (13,284)



 Acquisition of business, net of cash acquired                                                    (165)                     (6,813)



 Interest income                                                                                 17,108                       30,534





 
            Total investing activities                                                       (25,993)                       7,597





 
            Cash flows from (used in) financing activities



 Proceeds from exercise of stock options, net of tax withholding for net share settlement         1,124                        1,829



 Shares repurchased and cancelled                                                              (86,238)                    (39,946)



 Shares repurchased for settlement of non-treasury RSUs                                        (30,208)



 Payment of lease liabilities                                                                   (6,392)                     (6,333)



 Financing costs                                                                                   (63)                        (45)





 
            Total financing activities                                                      (121,777)                    (44,495)





 
            Effect of foreign exchange rate changes on cash and cash equivalents                1,465                        (812)





 
            Net decrease in cash and cash equivalents during the period                      (79,467)                    (60,534)





 
            Cash and cash equivalents - Beginning of period                                   558,469                      722,102





 
            Cash and cash equivalents - End of period                                         479,002                      661,568





 Income taxes paid                                                                                3,905                        4,242


 
            
              Reconciliation from IFRS to Non-IFRS Results


 
            
              Adjusted EBITDA


 
            (expressed in thousands of US dollars, unaudited)




                                                                                          Three months ended                      Nine months ended

                                                                                                December 31,                           December 31,




                                                                                   2025                      2024            2025                         2024


                                                                           
 
        $ 
         
            $  
 
         $   
          
            $





 
            Net loss                                                        (33,578)                 (26,586)      (115,845)                    (91,253)



 Share-based compensation and related payroll taxes(1)                          16,503                    13,565          47,900                       44,766



 Depreciation and amortization(2)                                               37,879                    25,214         113,053                       77,310



 Foreign exchange loss (gain)(3)                                                   571                     2,514         (1,957)                       1,262



 Net interest income(2)                                                        (4,851)                  (8,388)        (3,861)                    (28,097)



 Acquisition-related compensation(4)                                               157                       157             471                          209



 Transaction-related costs(5)                                                    1,310                     2,717           2,247                        5,129



 Restructuring(6)                                                                1,381                     6,368           4,213                       16,073



 Litigation provisions(7)                                                           16                        38           7,815                       11,957



 Income tax expense                                                                790                       976           3,357                        3,397





 
            Adjusted EBITDA                                                   20,178                    16,575          57,393                       40,753




 
 (1)   These expenses represent non-cash expenditures recognized in connection with issued stock options and other awards under our equity incentive plans to our employees and directors, and cash related payroll
            taxes given that they are directly attributable to share-based compensation; they can include estimates and are therefore subject to change. For the three and nine months ended December 31, 2025, share-
            based compensation expense was $15,787 and $45,657, respectively (December 2024 - expense of $13,326 and $42,983), and related payroll taxes were an expense of $716 and $2,243, respectively (December
            2024 - expense of $239 and $1,783). These amounts are included in direct cost of revenues, general and administrative expenses, research and development expenses, and sales and marketing expenses (see
            note 6 of the unaudited condensed interim consolidated financial statements for additional details).



 
 (2)   In connection with the accounting standard IFRS 16 - Leases, for the three months ended December 31, 2025, net loss includes depreciation of $1,306 related to right-of-use assets, interest expense of
            $283 on lease liabilities, and excludes an amount of $1,752 relating to rent expense ($1,218, $315, and $1,994, respectively, for the three months ended December 31, 2024). For the nine months ended
            December 31, 2025, net loss includes depreciation of $3,786 related to right-of-use assets, interest expense of $847 on lease liabilities, and excludes an amount of $5,696 relating to rent expense
            ($3,981, $1,026 and $6,381, respectively, for the nine months ended December 31, 2024).



 
 (3) 
 These non-cash gains and losses relate to foreign exchange translation.



 
 (4)   These costs represent a portion of the consideration paid to acquired businesses that is contingent upon the ongoing employment obligations for certain key personnel of such acquired businesses, and/or on
            certain performance criteria being achieved.



 
 (5)   These expenses relate to professional, legal, consulting, accounting, advisory, and other fees relating to our public offerings and acquisitions that would otherwise not have been incurred. These costs are
            included in general and administrative expenses.



 
 (6)   We implemented a reorganization to streamline the Company's operating model while continuing to focus on profitable growth. The expenses associated with reorganization initiatives were recorded as a
            restructuring charge (see note 14 of the unaudited condensed interim consolidated financial statements for additional details).



 
 (7)   These amounts represent provisions taken, settlement amounts and other costs, such as legal fees, incurred in respect of certain litigation matters, net of amounts covered by insurance and
            indemnifications. These amounts are included in general and administrative expenses (see note 14 of the unaudited condensed interim consolidated financial statements for additional details).


 
            
              Reconciliation from IFRS to Non-IFRS Results (continued)


 
            
              Adjusted Income and Adjusted Income per Share - Basic and Diluted


 
            (expressed in thousands of US dollars, except number of shares and per share amounts, unaudited)




                                                                                                                                  Three months ended                      Nine months ended

                                                                                                                                        December 31,                           December 31,




                                                                                                                           2025                      2024            2025                         2024


                                                                                                                
 
           $ 
         
            $  
 
         $   
          
            $





 
            Net loss                                                                                                (33,578)                 (26,586)      (115,845)                    (91,253)



 Share-based compensation and related payroll taxes(1)                                                                  16,503                    13,565          47,900                       44,766



 Amortization of intangible assets                                                                                      34,781                    22,105         104,143                       67,612



 Acquisition-related compensation(2)                                                                                       157                       157             471                          209



 Transaction-related costs(3)                                                                                            1,310                     2,717           2,247                        5,129



 Restructuring(4)                                                                                                        1,381                     6,368           4,213                       16,073



 Litigation provisions(5)                                                                                                   16                        38           7,815                       11,957



 Deferred income tax expense (recovery)                                                                                  (327)                      109           (567)                          37





 
            Adjusted Income                                                                                           20,243                    18,473          50,377                       54,530





 
            Weighted average number of Common Shares outstanding - basic and diluted(6)                          138,634,403               154,283,524     139,054,322                  154,190,673





 
            Net loss per share - basic and diluted                                                                    (0.24)                   (0.17)         (0.83)                      (0.59)



 
            Adjusted Income per Share - Basic and Diluted                                                               0.15                      0.12            0.36                         0.35




 
 (1) These expenses represent non-cash expenditures recognized in connection with issued stock options and other awards under our equity incentive plans to our employees and directors, and cash related payroll
          taxes given that they are directly attributable to share-based compensation; they can include estimates and are therefore subject to change. For the three and nine months ended December 31, 2025, share-
          based compensation expense was $15,787 and $45,657, respectively (December 2024 - expense of $13,326 and $42,983), and related payroll taxes were an expense of $716 and $2,243, respectively (December
          2024 - expense of $239 and $1,783). These amounts are included in direct cost of revenues, general and administrative expenses, research and development expenses, and sales and marketing expenses (see
          note 6 of the unaudited condensed interim consolidated financial statements for additional details).



 
 (2) These costs represent a portion of the consideration paid to acquired businesses that is contingent upon the ongoing employment obligations for certain key personnel of such acquired businesses, and/or on
          certain performance criteria being achieved.



 
 (3) These expenses relate to professional, legal, consulting, accounting, advisory, and other fees relating to our public offerings and acquisitions that would otherwise not have been incurred. These costs are
          included in general and administrative expenses.



 
 (4) We implemented a reorganization to streamline the Company's operating model while continuing to focus on profitable growth. The expenses associated with reorganization initiatives were recorded as a
          restructuring charge (see note 14 of the unaudited condensed interim consolidated financial statements for additional details).



 
 (5) These amounts represent provisions taken, settlement amounts and other costs, such as legal fees, incurred in respect of certain litigation matters, net of amounts covered by insurance and
          indemnifications. These amounts are included in general and administrative expenses (see note 14 of the unaudited condensed interim consolidated financial statements for additional details).



 
 (6) For the three and nine months ended December 31, 2025 and 2024, because the impact of including potentially-dilutive shares in the weighted average number of Common Shares outstanding - basic and diluted
          would not result in a change in the Adjusted Income per Share - Basic and Diluted, the weighted average number of Common Shares outstanding - basic and diluted was not adjusted to include the
          potentially-dilutive shares.


 
            
              Reconciliation from IFRS to Non-IFRS Results (continued)


 
            
              Adjusted Free Cash Flow


 
            (expressed in thousands of US dollars, unaudited)




                                                                                                      Three months ended                     Nine months ended

                                                                                                            December 31,                          December 31,




                                                                                               2025                      2024           2025                         2024


                                                                                       
 
        $ 
         
            $  
 
        $   
          
            $





 
            Cash flows from (used in) operating activities                                28,901                     2,720         66,838                     (22,824)



 Capitalized internal development costs(1)                                                (14,235)                  (5,181)      (37,710)                    (13,284)



 Additions to property and equipment(2)                                                    (1,715)                    (938)       (5,226)                     (2,840)



 Merchant cash advances, net(3)                                                              1,967                     2,888          7,320                       37,080





 
            Adjusted Free Cash Flow                                                       14,918                     (511)        31,222                      (1,868)




 
 (1)   These amounts represent the cash outflow associated with capitalized internal development costs. These amounts are included within the cash flows from (used in) investing activities section of the
            unaudited condensed interim consolidated statements of cash flows. If these costs were not capitalized as an intangible asset, they would be part of our cash flows from (used in) operating activities.



 
 (2)   These amounts represent cash outflows associated with the purchase of property and equipment. These amounts are included within the cash flows from (used in) investing activities section of the unaudited
            condensed interim consolidated statements of cash flows.



 
 (3) 
 These amounts represent cash outflows, including the principal advanced, and cash inflows, including the repayment of principal, in respect of merchant cash advances.


 
            
              Reconciliation from IFRS to Non-IFRS Results (continued)


 
            (In thousands of US dollars, except percentages, unaudited)




                                                                                                     Three months ended                   Nine months ended
                                                                                                           December 31,                        December 31,


                                                                                              2025                    2024         2025                       2024


                                                                                       
 
       $ 
       
            $  
 
      $   
        
            $



 
            Gross profit                                                                133,577                 115,874      397,813                    338,365



 % of revenue                                                                              42.8 %                 41.4 %      42.5 %                    41.1 %



 add: Share-based compensation and related payroll taxes(3)                                   651                     840        1,547                      2,653





 
            Non-IFRS gross profit
            (1)                                       134,228                 116,714      399,360                    341,018



 Non-IFRS gross profit as a percentage of revenue(2)                                       43.0 %                 41.7 %      42.7 %                    41.4 %





 
            General and administrative expenses                                          29,575                  29,459       93,388                     92,562



 % of revenue                                                                               9.5 %                 10.5 %      10.0 %                    11.2 %



 less: Share-based compensation and related payroll taxes(3)                                5,332                   4,579       14,937                     14,413



 less: Transaction-related costs(4)                                                         1,310                   2,717        2,247                      5,129



 less: Litigation provisions(5)                                                                16                      38        7,815                     11,957





 
            Non-IFRS general and administrative expenses
            (1)                 22,917                  22,125       68,389                     61,063



 Non-IFRS general and administrative expenses as a percentage of revenue(2)                 7.3 %                  7.9 %       7.3 %                     7.4 %





 
            Research and development expenses                                            33,189                  32,148       98,308                     90,139



 % of revenue                                                                              10.6 %                 11.5 %      10.5 %                    10.9 %



 less: Share-based compensation and related payroll taxes(3)                                7,448                   5,267       19,648                     14,189





 
            Non-IFRS research and development expenses
            (1)                   25,741                  26,881       78,660                     75,950



 Non-IFRS research and development expenses as a percentage of revenue(2)                   8.2 %                  9.6 %       8.4 %                     9.2 %





 
            Sales and marketing expenses                                                 68,464                  54,012      206,686                    176,763



 % of revenue                                                                              21.9 %                 19.3 %      22.1 %                    21.5 %



 less: Share-based compensation and related payroll taxes(3)                                3,072                   2,879       11,768                     13,511





 
            Non-IFRS sales and marketing expenses
            (1)                        65,392                  51,133      194,918                    163,252



 Non-IFRS sales and marketing expenses as a percentage of revenue(2)                       20.9 %                 18.3 %      20.8 %                    19.8 %




 
 (1) 
 This is a Non-IFRS measure. See the section entitled "Non-IFRS Measures and Ratios".



 
 (2) 
 This is a Non-IFRS ratio. See the section entitled "Non-IFRS Measures and Ratios".



 
 (3)   These expenses represent non-cash expenditures recognized in connection with issued stock options and other awards under our equity incentive plans to our employees and directors, and cash related
            payroll taxes given that they are directly attributable to share-based compensation; they can include estimates and are therefore subject to change. For the three and nine months ended December 31,
            2025, share-based compensation expense was $15,787 and $45,657, respectively (December 2024 - expense of $13,326 and $42,983), and related payroll taxes were an expense of $716 and $2,243, respectively
            (December 2024 - expense of $239 and $1,783). These amounts are included in direct cost of revenues, general and administrative expenses, research and development expenses, and sales and marketing
            expenses (see note 6 of the unaudited condensed interim consolidated financial statements for additional details).



 
 (4)   These expenses relate to professional, legal, consulting, accounting, advisory, and other fees relating to our public offerings and acquisitions that would otherwise not have been incurred. These costs
            are included in general and administrative expenses.



 
 (5)   These amounts represent provisions taken, settlement amounts and other costs, such as legal fees, incurred in respect of certain litigation matters, net of amounts covered by insurance and
            indemnifications. These amounts are included in general and administrative expenses (see note 14 of the unaudited condensed interim consolidated financial statements for additional details).

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SOURCE Lightspeed Commerce Inc.

Contact:

Contacts: Asha Hotchandani Bakshani, Chief Financial Officer; Gus Papageorgiou, Head of Investor Relations, investorrelations@lightspeedhq.com

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