Lightspeed Commerce : First Quarter 2027 MD&A

About this update from Lightspeed Commerce Inc

‌MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2026 As used in this management's discussion and analysis ("MD&A"), unless the context indicates or requires otherwise, all references to the "Company", "Lightspeed", "we", "us" or "our" refer to Lightspeed Commerce Inc. together with our subsidiaries, on a consolidated basis as constituted on June 30, 2026. This MD&A dated July 30, 2026, for the three months ended June 30, 2026, should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements and the notes related thereto for the three months ended June 30, 2026, as well as with our audited annual consolidated financial statements and the notes related thereto for the year ended March 31, 2026. The financial information presented in this MD&A is derived from the Company's unaudited condensed interim consolidated financial statements for the three months ended June 30, 2026, which has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34, Interim Financial Reporting. All amounts are in U.S. dollars except where otherwise indicated. We have prepared this MD&A with reference to National Instrument 51-102 "Continuous Disclosure Obligations" of the Canadian Securities Administrators. Under the U.S./Canada Multijurisdictional Disclosure System, we are permitted to prepare this MD&A in accordance with Canadian disclosure requirements, which requirements are different than those of the United States. Additional information relating to Lightspeed, including our most recently completed Annual Information Form and our Annual Report on Form 40-F for the fiscal year ended March 31, 2026, is available on our website at investors.lightspeedhq.com and can be found on SEDAR+ at https://www.sedarplus.com and EDGAR at https://www.sec.gov . ‌Forward-looking Information This MD&A 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 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 policy, 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 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; our expectations regarding capital expenditures and capital allocation strategies; geopolitical instability, terrorism, war and other global conflicts such as the Russian invasion of Ukraine and continuing military conflict in the Middle East; our 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 pending and threatened litigation; the impact of foreign currency fluctuations and the use of hedging on our results of operations; and 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", "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. This forward-looking information and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances as at the date of the forward-looking information. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions made in respect of our ability to build our market share, including among retail customers in North America and hospitality customers in Europe; our ability to enter new markets and industry verticals; our ability to attract, develop and retain key personnel; our ability to execute our succession planning; our ability to manage supply chain risk; our ability to manage and maintain integrations between our platform and certain third-party platforms; our ability to execute on our business and operational strategy; our ability to execute on 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 expand our presence within our key verticals through Lightspeed Wholesale; our ability to continue investing in infrastructure and implement scalable controls, systems and processes to support our growth; our ability to effectively leverage emerging technologies such as artificial intelligence; our ability to prevent and manage information security breaches or other threats to cybersecurity or data privacy compliance; our ability to protect our intellectual property rights and the risk of claims by third parties of intellectual property infringement; the impact of pending and threatened litigation; the impact of any external stakeholder activism; the pricing of our offerings; our ability to successfully execute our pricing and packaging initiatives; our ability to successfully sell our POS and payments solutions as one unified platform to both new and existing customers; our ability to effectively scale and manage risks related to our merchant cash advance program; our ability to selectively pursue strategic opportunities (such as acquisitions, investments or divestitures), successfully integrate the companies we have acquired and to derive the benefits we expect from the acquisition thereof; our ability to derive the benefits from past and future divestitures, including the divestiture of the Upserve U.S. hospitality product line, and to receive the post-closing and potential earn out payments from such sale; 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 program; our ability to obtain and maintain financing on acceptable terms; currency exchange and interest rates, including inflation; seasonality in our business and in the business of our customers; the impact of intensifying competition; the changes and trends in our industry or the global economy, including changes in consumer spending; the possibility of further goodwill or other impairments; 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); the impact of global disruptions in shipping and energy costs; environmental risks and the impact of certain natural disasters on our business and our customers; and changes in laws, rules, regulations, and global standards are material factors in preparing forward-looking information and management's expectations. Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such statements are made, 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 but not limited to the factors described in the "Summary of Factors Affecting our Performance" section of this MD&A, in the "Risk Factors" section of our Annual Information Form dated May 21, 2026, 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 https://www.sedarplus.com and on EDGAR at https://www.sec.gov . If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove to be incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates and assumptions referred to above and described in greater detail in this MD&A should be considered carefully by prospective investors. 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. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking information is a guarantee of future results. Accordingly, 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 MD&A represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is 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 MD&A is expressly qualified by the foregoing cautionary statements. This MD&A includes certain trademarks, including "Lightspeed", "NuORDER" and other trademarks, which are protected under applicable intellectual property laws and are our property. Solely for convenience, our trademarks referred to in this MD&A may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks. Additional information relating to Lightspeed, including our most recently completed Annual Information Form, can be found on SEDAR+ at https://www.sedarplus.com and EDGAR at https://www.sec.gov . ‌Overview Lightspeed offers a cloud-based commerce platform that connects suppliers, merchants and consumers while enabling omni-channel experiences. Our software platform provides our customers with the critical functionality they need to engage with consumers, manage their operations, order their inventory, accept payments, and grow their businesses. We serve customers globally, empowering single- and multi-location retailers, restaurants, golf course operators and other businesses to compete successfully in an omni-channel market environment by engaging with consumers across online, mobile, social, and physical channels. We primarily target sophisticated small and medium-sized businesses ("SMBs") with our easy to use and cost efficient solutions. The majority of our revenue is recurring or reoccurring and we have a track-record of growing revenue per customer over time. Our differentiated product offerings have enabled us to develop a competitive position, particularly for retail customers in North America and hospitality customers in Europe. Our cloud platform is designed around three interrelated elements: omni-channel consumer experience, a comprehensive back-office operations management suite to improve our customers' efficiency and insight, and the facilitation of payments and other financial services. Key functionalities of our platform include full omni-channel capabilities, point of sale ("POS"), product and menu management, kitchen display system ("KDS"), service pacing and workflow optimization, reservations, employee and inventory management (including an integrated wholesale offering and inventory ordering), analytics and reporting, multi-location connectivity, order anywhere and curbside pickup functionality, loyalty, customer management, mobile payments and tailored financial solutions such as Lightspeed Payments and Lightspeed Capital. By delivering our solutions through the cloud, we enable merchants to reduce dependency on the brick and mortar channel and interact with customers anywhere (in store, online, mobile and social), gain a deeper understanding of their customers and operations by tracking activity and key metrics across all channels, and update inventory, run analytics, change menus, send promotions and otherwise manage their business operations from any location. Our flagship solutions include Lightspeed Restaurant, a unified hospitality commerce offering, and Lightspeed Retail, a retail commerce offering that unites advanced POS, payments, and eCommerce into one cohesive and powerful solution. In addition, Lightspeed eCommerce allows merchants to enhance omni-channel reach and increase selling flexibility, including through social media platforms and digital marketplaces. Our flagship solutions are seeing strong reception from customers globally, particularly among retail customers in North America and hospitality customers in Europe. We also continue to advance our strategy of expanding our presence within our key verticals through Lightspeed Wholesale, which unifies NuORDER by Lightspeed and Lightspeed Retail. By directly connecting brand supply with retailer demand, we simplify product discovery, wholesale transactions and inventory replenishment, keeping the full commerce flow within the broader Lightspeed ecosystem. We are further focused on expanding our catalog content across both new and existing verticals, streamlining the process for retailers to manage their store data and simplify operational tasks. We believe our continued investment in this strategy represents an opportunity for us to distinguish ourselves from competitors. On April 28, 2026, we divested our Upserve U.S. hospitality product line ("Upserve") as part of our strategy to focus on our flagship solutions and on retail customers in North America and hospitality customers in Europe. See note 4 of the unaudited condensed interim consolidated financial statements for further details. Our position at the point of commerce puts us in a prime position for payment processing and allows us to collect transaction-related data insights. Our transaction-based revenue was $214.5 million for the three months ended June 30, 2026, an increase of 5% from the $204.6 million in transaction-based revenue for the three months ended June 30, 2025, and transaction-based revenue organic 1 growth was 20% year-over-year. This was primarily driven by increased customer adoption of our payments solutions. We began selling our POS and payments solutions together as one unified offering at the beginning of Fiscal 2024 and have 1 Revenue organic represents, in a given period, the Company's revenue, adjusted so that where a divestiture occurs partway through the subsequent period, the divested business's contributions are included in the given period only to the extent of the same days in respect of which they are included in the subsequent period. The Upserve revenue from April 28, 2025 to March 31, 2026 includes approximately $14 million of transaction-based revenue for Fiscal 2026 related to payments solutions associated with Customer Locations that continue to be serviced by Lightspeed but following the divestiture of Upserve, is recognized on a net basis rather than a gross basis. This reclassification, which is reflected in the Upserve revenue figures used to calculate organic revenue growth, reduces reported revenue and cost of revenue by the same amount, with no impact on gross profit. The Company is providing these figures in order to provide greater comparability year-over-year taking into account the divestiture of Upserve. increased our payments penetration as a result. We believe unified payments results in the best experience for customers by improving consistency and reliability, streamlining support and billing, and enhancing opportunities for them to avail themselves of innovative product functionality. In connection with our unified payments offering, we continue to support our customers with free hardware and implementation and competitive rates. As a result of this initiative, we generally require our eligible new and existing customers to adopt our payments solutions. We believe processing additional GTV for new and existing customers through our payments solutions helps advance our growth strategies and enables us to reduce complexity in our business. In addition, this initiative helps reduce the costs of supporting a variety of third party payment processors. Our platform is built to scale with our customers, supporting them as they open new locations, and offering them increasingly sophisticated solutions as their business requirements become more complex. Our platform helps SMBs avoid having to piece together multiple, and often disjointed, applications from various providers to leverage the technology they need to run and grow their businesses. Our ecosystem of development, channel and installation partners further reinforces the scalability of our solutions, making them customizable and extensible. We work alongside our customers through their business journey by providing onboarding and support services, and fundamentally believe that our success is directly connected to their success. Our monthly ARPU 2 was approximately $676 as at June 30, 2026. To further complement our core cloud solutions, we offer a merchant cash advance program called Lightspeed Capital. This program provides cash advances to eligible merchants and is designed to help them with overall business growth and cash management. Merchants are meant to use these cash advances to manage their cash flows, to buy inventory, and to invest in marketing, amongst other things. We sell our solutions primarily through our direct sales force in North America, Europe, the UK, Australia and New Zealand, supplemented by indirect channels in other countries around the world. Our platform is well-suited for various types of SMBs, particularly single- and multi-location retailers with complex operations, such as those with a high product count, diverse inventory needs or a service component, golf course operators and hospitality customers. We focus our efforts primarily on retail customers in North America and hospitality customers in Europe. We remain focused on attracting the right customer profile, particularly customers with a higher GTV, multiple locations or more complex needs, merchants which we believe are ideally suited for our industry-leading solutions. For the three months ended June 30, 2026, GPV 2 was $11.3 billion compared to $10.2 billion for the three months ended June 30, 2025, representing growth of 11%, and GPV organic 3 growth was 20% year-over-year. For the three months ended June 30, 2026, GTV 2 was $25.7 billion compared to $24.6 billion for the three months ended June 30, 2025, representing an increase of 5%, and GTV organic 3 growth was 9% year-over-year. As at June 30, 2026, we had Customer Locations in over 100 countries. The majority of our Customer Locations were retail customers in North America and hospitality customers in Europe. We believe we have a distinct leadership position in SMB commerce given our scale, breadth of capabilities, and diversity of customers. We generate revenue primarily from the sale of cloud-based software subscriptions and our payments and other financial services solutions. We offer pricing plans designed to meet the needs of our current and prospective customers that enable Lightspeed solutions to scale with SMBs as they grow. Our subscription plans vary from monthly plans to one-year and multi-year terms. We have also integrated our software with various third party payment processors who pay us a revenue share of the payment processing revenue for customers we refer to them. Our total revenue has increased to $322.7 million for the three months ended June 30, 2026 from $304.9 million for the three months ended June 30, 2025, representing year-over-year growth of approximately 6%, and revenue organic 1 growth was 17% year-over-year. For the three months ended June 30, 2026, subscription revenue accounted for 30% of our total revenues (30% for the three months ended June 30, 2025), and transaction-based revenue accounted for 66% of our total revenues (67% for the three months ended June 30, 2025). In addition, we offer a variety of hardware and other services to provide value-added support to our merchants and supplement our subscription and transaction-based revenue solutions. These revenues are generally one-time revenues associated with the sale of hardware, with which our solutions integrate, and the sale of professional services in support of the installation and implementation of our solutions. For the three months ended June 30, 2026, this revenue accounted for 4% of our total revenue (3% for the three months ended June 30, 2025). 2 Refer to the section entitled "Key Performance Indicators". 3 GTV organic and GPV organic represents, in a given period, the Company's GTV and GPV, adjusted so that where a divestiture occurs partway through the subsequent period, the divested business's contributions are included in the given period only to the extent of the same days in respect of which they are included in the subsequent period. The Company is providing these figures in order to provide greater comparability year-over-year taking into account the divestiture of Upserve. We plan to continue making deliberate investments to drive future growth including in Lightspeed Wholesale. We believe that our future success depends on a number of factors, including our ability to expand our market share among retail customers in North America and hospitality customers in Europe, execute our transformation strategy to focus on growth among retail customers in North America and hospitality customers in Europe, enhance customer experience and avail ourselves of upsell opportunities within our existing customer base, build on the successes of our payments and tailored financial solutions, add more solutions to our platform, expand our presence within verticals, and selectively pursue value-enhancing acquisitions and divestitures or other strategic opportunities. In recent years, we have undertaken several cost reduction initiatives including reorganizations aimed at streamlining the Company's operating model and aligning the organization with its profitable growth strategy. We will continue to invest in key product development and customer experiences. We believe that we have significant opportunity to continue to expand ARPU given the number of customers adopting more Lightspeed products over time and that our continued investments will increase our revenue base, improve the retention of this base and strengthen our ability to increase sales to our customers. We have not generated net income to date. If we are unable to successfully implement our growth strategies and cost reduction initiatives, we may not be able to achieve net income. For the three months ended June 30, 2026 and the three months ended June 30, 2025, we incurred an operating loss of $5.5 million and $42.1 million, respectively. The operating loss for the three months ended June 30, 2026 decreased primarily due to a reduction in amortization of intangible assets and increased gross profit. Our cash flows from operating activities for the three months ended June 30, 2026 were $0.1 million compared to cash flows from operating activities of $12.4 million for the three months ended June 30, 2025, and our Adjusted Free Cash Flow 4 used for the three months ended June 30, 2026 was $4.4 million compared to Adjusted Free Cash Flow 4 used of $1.7 million for the three months ended June 30, 2025. Sustainability Sustainability is embedded in our guiding principles, and we are working towards a sustainable future and a greener economy. As part of this commitment, we have taken steps to help our customers reduce their carbon footprint. We partner with GiftTrees on a Carbon Friendly Dining program. The partnership gives our customers' diners the ability to offset the carbon emissions associated with their purchase by planting trees and provides our customers with sustainable credits towards purchasing Lightspeed products. The program has resulted in the planting of over 2.5 million trees. In addition to helping offset carbon emissions, these trees provide food, income and education for the communities sponsored to plant the trees. We also partner with Perk with the aim to offset carbon emissions for our business travel by airplane, automobile, and train. We choose to partner with companies that are also environmentally conscientious. Most of our solutions are powered by Amazon Web Services ("AWS") and Google Cloud platforms. In 2025, Google Cloud matched 100% of their global electricity consumption with renewable energy purchases and 100% of electricity consumed by AWS was matched with renewable energy sources. We have an Employee-led Network focused on sustainability, through which employees can foster awareness, advocate for impactful change, and consider eco-friendly solutions that can be integrated into our operations and community interactions. Lightspeed is also a place of diversity, equity and inclusion, and it has been since our Chief Executive Officer Dax Dasilva founded the Company in Montréal's Gay Village in 2005. The first four Lightspeed team members were all from the LGBTQ2S+ community and according to our latest 2025 DEI engagement survey (participation is voluntary), 9% of the respondents identify themselves as LGBTQ2S+, with 1% identifying as transgender. Our commitment to a diverse and inclusive workplace can be seen at all levels of our Company, including our Employee-led Networks for women, LGBTQ2S+ community members and BIPOC community members. As of the date hereof, 43% of our board members identify as women. Furthermore, 56% of our executive officers identify as women. We believe in creating value across our ecosystem, including by ensuring meaningful wealth creation opportunities for all employees. Permanent employees are granted an equity stake in the Company upon hire, ensuring employees' interests are aligned with those of our shareholders. Macroeconomic Conditions There continues to be uncertainty in the macroeconomic environment, including with respect to inflationary pressures, changes in consumer spending, exchange rate fluctuations, changes in interest rates, the geopolitical and social landscape and changes in trade conditions (including tariffs, sanctions, trade wars and other protective government actions). This macroeconomic uncertainty makes it difficult to assess the future impact these events and conditions will have on our customer base, the end markets we serve and the resulting effect on our business and operations, both in the short term and in the long term. 4 Refer to the section entitled "Non-IFRS Measures and Ratios and Reconciliation of Non-IFRS Measures and Ratios". Despite these ongoing risks and uncertainties, we continue to believe there is an accelerated need for our solutions in the industries we serve as SMBs look to augment traditional in-person selling models with online and digital strategies, operate with fewer employees to manage labor shortages by automating time-consuming tasks, and leverage AI-powered solutions to find new efficiencies and insights into their business. A large portion of our market is currently served by legacy on-premise systems that are expensive, complicated, outdated, and poorly equipped to help SMBs adapt to this immediate need. This represents a significant opportunity for us to continue to fuel adoption of our solutions. Lightspeed believes it is well-positioned to capitalize on this opportunity and will continue to leverage its privileged position at the point of sale to also seize our payments opportunity. We expect changes in consumer spending or other macroeconomic conditions in the various geographies in which we operate to continue to cause variability in our GTV and GPV; however, we believe the diversity in the customer verticals and the geographies we serve will continue to be a strong asset of the business. Additionally, global disruptions in shipping and energy costs, continuing military conflict in the Middle East and the Russian invasion of Ukraine have created and are expected to continue to create further global economic uncertainty. We do not have any significant operations, customers or supplier relationships in the Middle East, Russia, Belarus or Ukraine, and have ceased our selling activities to customers in Russia. We do have personnel in Russia who were brought on via our acquisition of Ecwid, and as part of our business continuity plans have relocated many outside of Russia to mitigate any reliance on the region. We will continue to monitor these situations, and related evolving international trade laws, sanctions and export controls, and have and may continue to adjust our business practices as required by applicable rules and regulations. We continue to monitor the impact of macroeconomic events and conditions on our business, financial condition and operations, as further discussed below. Refer to the section of this MD&A entitled "Summary of Factors Affecting our Performance", to the "Risk Factors" section of our most recent Annual Information Form, and to our other filings with Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission, all of which can be found on SEDAR+ at https://www.sedarplus.com and on EDGAR at https://www.sec.gov , for a discussion about the risks with which we are faced. ‌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. The divestiture of Upserve on April 28, 2026, affects the year-over-year comparability of these key performance indicators, as the prior-year period includes a full three months of Upserve, whereas the current period includes Upserve only up to the divestiture date. 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. The monthly ARPU of our Customer Locations increased to approximately $676 per Customer Location as at June 30, 2026 compared to approximately $655 per Customer Location as at June 30, 2025. 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 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. For the three months ended June 30, 2026, GPV was $11.3 billion compared to $10.2 billion for the three months ended June 30, 2025, representing growth of 11%. 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. For the three months ended June 30, 2026, GTV was $25.7 billion compared to $24.6 billion for the three months ended June 30, 2025, representing an increase of 5%. 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. ‌Non-IFRS Measures and Ratios and Reconciliation of Non-IFRS Measures and Ratios The information presented within this MD&A includes certain non-IFRS financial measures such as "Adjusted EBITDA", "Adjusted Income", "Adjusted Free Cash Flow" and "Total Revenue at Constant Currency" and the non-IFRS ratios such as "Adjusted Income per Share - Basic and Diluted" and "Total Revenue Growth Rate at Constant Currency". 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. The comparability of these non-IFRS measures and ratios is affected by the divestiture of Upserve on April 28, 2026, as the prior-year period reflects a full three months of Upserve, whereas the current period reflects Upserve only up to the divestiture date. Adjusted EBITDA 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, goodwill impairment and gains and losses on the sale of businesses. 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. The following table reconciles net loss to Adjusted EBITDA for the periods indicated: Three months ended June 30, (In thousands of US dollars) 2026 $ 2025 $ Net loss (2,421) (49,567) Share-based compensation and related payroll taxes (1) 12,659 13,969 Depreciation and amortization (2) 8,422 37,504 Foreign exchange loss (gain) (3) 246 (2,763) Net interest (income) expense (2) (4,940) 6,209 Acquisition-related compensation (4) 157 157 Transaction-related costs (5) (17) 64 Restructuring (6) 3,688 1,210 Litigation provisions (7) - 7,788 Gain on sale of business (8) (2,091) - Income tax expense 1,820 1,305 Adjusted EBITDA 17,523 15,876 (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 months ended June 30, 2026, share-based compensation expense was $11,795 (June 2025 - expense of $12,963), and related payroll taxes were an expense of $864 (June 2025 - expense of $1,006). These amounts are included in direct cost of revenues, general and administrative expenses, research and development expenses, and sales and marketing expenses (see note 7 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 June 30, 2026, net loss includes depreciation of $1,261 related to right-of-use assets, interest expense of $313 on lease liabilities, and excludes an amount of $1,714 relating to rent expense ($1,188, $274, and $2,059, respectively, for the three months ended June 30, 2025). (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, acquisitions, divestitures, and other similar strategic transactions 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). (8) This represents the gain recognized on the divestiture of the Company's Upserve U.S. hospitality product line, completed through the sale of Provide Holdings Inc. on April 28, 2026. This amount is included in the gain on sale of business line in the unaudited condensed interim consolidated financial statements (see note 4 of the unaudited condensed interim consolidated financial statements for additional details). Adjusted Income and Adjusted Income per Share - Basic and Diluted 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), goodwill impairment and gains and losses on the sale of businesses. 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. The following table reconciles net loss to Adjusted Income for the periods indicated: Three months ended June 30, (In thousands of US dollars, except number of shares and per share amounts) 2026 $ 2025 $ Net loss (2,421) (49,567) Share-based compensation and related payroll taxes (1) 12,659 13,969 Amortization of intangible assets 5,436 34,681 Acquisition-related compensation (2) 157 157 Transaction-related costs (3) (17) 64 Restructuring (4) 3,688 1,210 Litigation provisions (5) - 7,788 Gain on sale of business (6) (2,091) - Deferred income tax recovery - (386) Adjusted Income 17,411 7,916 Weighted average number of Common Shares outstanding - basic and diluted (7) 138,206,060 140,818,891 Net loss per share - basic and diluted (0.02) (0.35) Adjusted Income per Share - Basic and Diluted 0.13 0.06 (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 months ended June 30, 2026, share-based compensation expense was $11,795 (June 2025 - expense of $12,963), and related payroll taxes were an expense of $864 (June 2025 - expense of $1,006). These amounts are included in direct cost of revenues, general and administrative expenses, research and development expenses, and sales and marketing expenses (see note 7 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, acquisitions, divestitures, and other similar strategic transactions 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) This represents the gain recognized on the divestiture of the Company's Upserve U.S. hospitality product line, completed through the sale of Provide Holdings Inc. on April 28, 2026. This amount is included in the gain on sale of business line in the unaudited condensed interim consolidated financial statements (see note 4 of the unaudited condensed interim consolidated financial statements for additional details). (7) For the three months ended June 30, 2026 and 2025, 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. Adjusted Free Cash Flow 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. The following table reconciles cash flows from (used in) operating activities to Adjusted Free Cash Flow for the periods indicated: Three months ended June 30, (In thousands of US dollars) 2026 2025 $ $ Cash flows from operating activities 115 12,396 Capitalized internal development costs (1) (16,171) (10,515) Additions to property and equipment (2) (1,708) (1,804) Merchant cash advances, net (3) 13,335 (1,793) Adjusted Free Cash Flow (4,429) (1,716) (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. Total Revenue at Constant Currency and Total Revenue Growth Rate at Constant Currency Total Revenue at Constant Currency is defined as total revenue adjusted for the impact of foreign currency exchange fluctuations. We believe this measure provides a helpful supplemental indicator on comparable total revenue growth by removing the effect of changes in foreign currency exchange rates year-over-year to aid investors to better understand our performance. Total Revenue Growth Rate at Constant Currency is defined as the year-over-year change in Total Revenue at Constant Currency divided by reported total revenue in the prior period. We believe this ratio provides a helpful supplemental indicator on comparable total revenue growth by removing the effect of changes in foreign currency exchange rates year-over-year to aid investors to better understand our performance. The following table reconciles total revenue to Total Revenue at Constant Currency for the periods indicated: Three months ended June 30, (In thousands of US dollars, except percentages) $ 2025 Total revenue as reported 304,942 2026 Total revenue as reported 322,704 Foreign currency exchange impact on total revenue (1) (4,973) Total Revenue at Constant Currency 317,731 Total revenue growth rate 5.8 % Total Revenue Growth Rate at Constant Currency 4.2 % (1) Current revenue in currencies other than US dollars is converted into US dollars using the average monthly exchange rates from the corresponding months in the prior fiscal year rather than the actual exchange rates in effect during the current period. ‌Outlook A discussion of management's expectations as to the Company's outlook for the three months ending September 30, 2026 and fiscal year ending March 31, 2027 is contained in the Company's press release dated July 30, 2026 under the heading "Financial Outlook". The press release is available on SEDAR+ at https://www.sedarplus.com and on EDGAR at https://www.sec.gov . Information contained in, or otherwise accessed through, such press release is not deemed part of this MD&A and such press release and information is not incorporated by reference herein. ‌Summary of Factors Affecting our Performance We believe that the growth and future success of our business depends on many factors, including those described below. While each of these factors presents significant opportunities for our business, they also pose important challenges, some of which are discussed below, in the "Risk Factors" section of 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 can be found on SEDAR+ at https://www.sedarplus.com and on EDGAR at https://www.sec.gov . Market Adoption of our Platform We intend to continue to drive adoption of our platform by scaling our solutions to meet the needs of both new and existing customers, with our focus being on complex customers, particularly retail customers in North America and hospitality customers in Europe. We believe that there is significant potential to increase penetration among retail customers in North America and hospitality customers in Europe as these are the markets in which we believe we have the strongest product-market fit. We plan to do this by further developing our products and services, further enhancing our customer experience, embedding ourselves up and down the supply chain within the ecosystem of verticals as well as continuing to invest in go-to-market strategies tailored to attract new businesses to our platform. We plan to continue to invest in our platform to drive market adoption, particularly with retail customers in North America and hospitality customers in Europe, and our operating cash flows may fluctuate and our profitability may be impacted as we make these investments. Our market is large, evolving, highly-fragmented, competitive and has low barriers to entry in many of the countries in which we operate. Our competitors range from large, well-established vendors to smaller, earlier-stage ones. Competition has intensified in our industry and we expect it to continue to intensify in the future, particularly as industry consolidation occurs and as large, well-established vendors increasingly service more complex customers and shift their focus to in-person shopping and services. We are focused on selling our flagship products in certain key verticals, verticals in which we have the strongest product-market fit, as we believe these core offerings reduce complexity, help improve go-to-market momentum and help deliver stronger performance. Customer Adoption of our Payments Solutions We believe that our payments solutions will continue to be an important part of our business as we continue to increase their adoption throughout our customer base. Our payments solutions are designed to be transparent and easy to understand, and we have priced our solutions at market competitive rates. We continue to see adoption of our payment processing solutions, which are one of the largest drivers of revenue growth for the Company. As a significant proportion of our revenue is generated from our payments solutions, we believe that while our total revenues may grow, our gross margins will be impacted by the lower gross margin profile of our transaction-based revenue stream relative to the higher gross margin profile of our subscription revenue stream. We began selling our POS and payments solutions together as one unified offering at the beginning of Fiscal 2024 and have increased our payments penetration as a result. We believe unified payments results in the best experience for customers by improving consistency and reliability, streamlining support and billing, and enhancing opportunities for them to avail themselves of innovative product functionality. In connection with our unified payments offering, we continue to support our customers with free hardware and implementation and competitive rates. As a result of this initiative, we generally require our eligible new and existing customers to adopt our payments solutions. While we believe that offering a complete all-in-one platform that includes payment processing functionality along with all the other functionality of our platform offers our customers significant advantages over separate POS solutions, some potential or existing customers may not desire to use our payment processing services or to switch from their existing payment processing vendors. We are limited in our ability to switch certain customers to our unified payments solution by virtue of the terms and conditions of partnerships we have with third party payments processors. Further, our third party partners have in the past and may in the future allege that we have improperly engaged with certain customers or otherwise breached our contractual obligations to them. Any such allegations could damage our reputation and brand and further expose us to a risk of litigation or other liabilities, which are costly, time consuming, distracting to management and adversely affect our ability to successfully sell our POS and payments solutions together as one unified offering. Cross-selling and Up-selling with Existing Customers Our existing customers represent a significant opportunity to cross-sell and up-sell products and services with significantly lower sales and marketing expense. We use a "land, onboard and expand" approach, with many of our customers initially deploying our platform for a specific use case. Once they realize the benefits and wide functionality of our platform, they can expand the number of use cases including services such as Lightspeed Advanced Insights and Lightspeed Capital. We plan to continually make targeted investments in product development, and in sales and marketing, to add more solutions to our platform and to increase the usage and awareness of our solutions. Such investments include improvements to Lightspeed Wholesale, building upon its existing foundation to enable a more seamless inventory ordering process straight from our merchants' POS. We're further developing its capabilities to provide brands with more actionable data insights on consumers and trends to optimize manufacturing and distribution. We are also focused on expanding our catalog content across both new and existing verticals, streamlining the process for retailers to manage their store data and simplify operational tasks. Additionally, we plan to invest in and adopt innovative solutions and practices. Our future revenue growth and our ability to achieve and maintain profitability are dependent upon our ability to maintain existing customer relationships and to continue to expand our customers' use of our comprehensive suite of solutions. Customer experience, retention and expansion of the suite of solutions will be particularly important drivers for our customers. Pricing Decisions and Initiatives We generate revenue primarily from the sale of cloud-based software subscriptions and our payments solutions. We offer pricing plans designed to meet the needs of our current and prospective customers that enable Lightspeed solutions to scale with SMBs as they grow. Our subscription plans vary from monthly plans to one-year and multi-year terms. We have changed our pricing models from time to time and expect to do so in the future. See the risk factor in our Annual Information Form titled " Our pricing and packaging decisions may fail to generate expected results and may adversely affect our ability to attract new merchants and retain existing merchants " for more information on the risks related to our pricing decisions and initiatives. Use of Artificial Intelligence and Machine Learning in our Solutions and Operations We, and many of our partners and suppliers, have and will continue to incorporate artificial intelligence, or AI, solutions into our operations and solutions from time to time to create operational efficiencies and enhance our product offering, and our results of operations may be affected by our success in doing so. As with many disruptive innovations, AI presents not only opportunities, but also risks and challenges that could affect its further development, adoption, and utilization, and therefore affect our business. If the content, recommendations or analyses that AI applications assist in producing are or are alleged to be deficient or inaccurate, we could be subject to competitive risks, potential legal or financial liability, and reputational harm. Our use of AI applications may result in cybersecurity or privacy incidents, and the availability of frontier AI-powered exploits may increase cybersecurity risk. Any such incidents related to our use of AI applications could adversely affect our business. In addition, AI may present emerging ethical issues. If our use of AI becomes controversial, we may experience reputational harm or other liabilities. Further, given the nascence of AI, factors that may impact AI, such as government regulations and market demand, are uncertain, and we may be unsuccessful in our product development efforts. Our ability to continue to develop or use such AI solutions is dependent on access to specific third-party software and infrastructure, such as third-party artificial intelligence models and processing hardware, and we cannot control the availability or pricing of such third-party software and infrastructure, especially in a highly competitive environment. If these third-party AI providers decline to partner with us, refuse to provide or continue access on acceptable terms, or if we cannot maintain technical interoperability, we could experience disruptions to our AI offerings, incur significant re-engineering costs, or fail to deliver these features effectively or at a competitive cost, which could adversely affect our business, financial condition and results of operations. Developing, testing, and deploying these AI solutions may also increase the cost profile of our products due to the level of investment needed to enable such initiatives, without a guaranteed or timely increase in revenue, which could adversely affect our business, financial condition, and results of operations. Our competitors or other third parties may also incorporate AI into their products and operations. If they adopt the use of AI more quickly or more successfully than us, our ability to compete effectively may be impaired, which may adversely affect our business and results of operations. See the risk factor in our Annual Information Form titled " Development of AI and its integration with and into our solutions and operations presents risks and challenges to our business " for more information on the risks related to the use of artificial intelligence and machine learning in our solutions and operations. Economic Conditions and Resulting Consumer Spending Trends Our performance is subject to worldwide economic conditions and global events, including political, economic, social and environmental risks that may impact our operations or our customers' operations. Such conditions and events have in the past and may in the future adversely affect consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. Deterioration in general economic conditions, including any rise in unemployment rates, inflation, tariffs and increases in interest rates, have adversely affected in the past and may in the future adversely affect consumer spending, consumer debt levels and payment card usage, and as a result, have adversely affected in the past and may in the future adversely affect our financial performance by reducing the number of transactions or average purchase amount of transactions processed using our payments solutions. Deterioration in general economic conditions may also cause financial institutions to restrict credit lines to cardholders or limit the issuance of new cards to mitigate cardholder credit concerns, which could also reduce the number or average purchase amount of transactions processed using our payments solutions. In addition, heightened tariffs and changes in trade policies may lead to increased costs for goods and services, which could reduce consumer purchasing power and discretionary spending. Many of the customers that use our platform are SMBs and many are also in the entrepreneurial stage of their development. SMBs may be disproportionately affected by the aforementioned economic conditions or economic downturns, especially if they sell discretionary goods. SMBs may also be disproportionately affected by other economic conditions, including labor shortages and global supply chain issues. SMBs frequently have limited budgets and may choose to allocate their spending to items other than our platform, especially in times of economic uncertainty or recessions. Economic, political and geopolitical uncertainties, including those related to foreign policy shifts in the U.S., Canada and Europe (including the impacts of tariffs, other trade conditions or protective government actions), global disruptions in shipping and energy costs, the continuing military conflict in the Middle East and Russia's invasion of Ukraine may further amplify such risks. Economic downturns have and may continue to adversely impact retail and hospitality sales, which could result in us processing lower payments volumes and customers who use our platform going out of business or deciding to stop using our services in order to conserve cash. Moreover, our customers that run restaurants or customers in certain of our retail verticals operate in industries which are intensely competitive and subject to heightened exposure to economic conditions affecting consumer discretionary spending, resulting in overall risk and a rate of failure that are typically greater than for businesses generally. Weakening economic conditions or uncertainty may also adversely affect third parties, including suppliers and partners, with whom we have entered into relationships and upon whom we depend in order to operate and grow our business. Uncertain and adverse economic conditions may also lead to increased write-offs of our trade receivables, and refunds and chargebacks or potential losses to our merchant cash advance program, any of which could adversely affect our business. Scaling our Sales and Marketing Team Our ability to achieve significant growth in future revenue will largely depend upon the effectiveness of our sales and marketing efforts globally. The majority of our sales and marketing efforts are accomplished in-house, and we believe the strength of our sales and marketing team is critical to our success. We have invested and intend to continue to invest meaningfully in improving the effectiveness and productivity of our sales force, including by making investments in training and enablement. To complement this strategy, we invest in outbound-led lead generation, particularly focusing on retail customers in North America and hospitality customers in Europe, and complex merchants and restaurateurs with high annual GTV. Our outbound-led lead generation involves the use of field sales teams and in-office outbound sales. As part of our transformation strategy, we have begun to enhance our go-to-market strategy with more targeted outbound efforts, field sales, local marketing expansion and investments intended to allow us to scale revenue with reduced dependency on scaling headcount. This includes the use of verticalized sales and marketing execution to help maximize efficiency and win customers, including deepening supplier integration in our target verticals for retail customers in North America. For hospitality customers in Europe, we have begun scaling field sales teams and local marketing to support growing lead volume. Retaining and Motivating Qualified Personnel Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. Our ability to identify, hire, develop, motivate and retain qualified personnel will directly affect our ability to maintain and grow our business, and such efforts will require significant time, expense and attention. Our ability to continue to attract and retain highly skilled personnel, specifically employees with technical and engineering skills, employees with high levels of experience in designing and developing software and internet-related services, and employees with skills in emerging technologies such as artificial intelligence, will be critical to our future success and demand and competition for such talent is high. We are also substantially dependent on our direct sales force to obtain new customers and increase sales to existing customers, including with respect to our outbound go-to-market motion for retail customers in North America and field sales motion for hospitality customers in Europe. There is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in large part, on our success in recruiting, training, and retaining a sufficient number of sales personnel to support our growth. While we have in the past issued, and intend to continue to issue, equity awards as key components of our overall compensation, employee attraction and retention efforts, we are required under IFRS Accounting Standards to recognize share-based compensation expense in our operating results for employee share-based compensation under our equity grant programs which, among other factors, may increase the pressure to limit share-based compensation. Further, certain restrictions pursuant to our equity award plans limit the amount of equity awards we may grant which may require us to offer alternative forms of compensation. See the risk factor in our Annual Information Form titled " If we are unable to hire, retain and motivate qualified personnel, our business will suffer " for more information. Seasonality We believe our transaction-based revenues will continue to represent a significant proportion of our overall revenue mix as a result of customer adoption of our payments solutions, and we expect seasonality of our quarterly results to continue. We expect our overall revenue to continue to be correlated to our GPV. While we have observed seasonality for certain prior quarters, historical patterns in our business have not always been and may not in the future be a reliable indicator for our future performance. Foreign Currency Exchange rate fluctuations may negatively affect our results of operations. Our presentation and functional currency is the U.S. dollar. Even though we derive the largest portion of our revenues in U.S. dollars and the largest portion of our expenses in U.S. dollars, a portion of our revenues and expenses are also derived in foreign currencies. As a result, exchange rate fluctuations have and may in the future continue to negatively affect our revenue as our software subscriptions are generally billed in the local currency of the country in which the customer is located, and the underlying GTV and GPV (from which we earn transaction-based revenue) is also expected to be denominated in local currency. To the extent that we have significant revenues denominated in foreign currencies, any strengthening of the U.S. dollar would reduce our revenues as measured in U.S. dollars. Our head office and a significant portion of our employees are located in Canada, along with additional presence in the United States, Europe, Australia and New Zealand. In addition to U.S. dollars, a large amount of our expenses are incurred in Canadian dollars and Euros with a smaller proportion of expenses incurred in other foreign currencies. As a result, our expenses may be adversely impacted by a decrease in the value of the U.S. dollar relative to these currencies but primarily the Canadian dollar and the Euro. We have a hedging program to mitigate the impact of foreign currency fluctuations on future cash flows and expenses by entering into foreign exchange forward contracts which we have designated as cash flow hedges. Our currency pair used for cash flow hedges is U.S. dollar / Canadian dollar. Our hedging program does not mitigate the impact of foreign currency fluctuations on our revenue. We do not have foreign exchange forward contracts in place with respect to all currencies in which we currently do business but may, from time to time, enter into additional foreign exchange forward contracts in respect of other foreign currencies. Currency hedging entails a risk of illiquidity and, to the extent that the applicable foreign currency fluctuates in value against the U.S. dollar, the use of hedges could result in losses greater than if the hedging had not been used. There can be no assurance that our hedging strategies, if any, will be effective in the future or that we will be able to enter into foreign exchange forward contracts on satisfactory terms. See the "Risk Factors" section of our most recent Annual Information Form, which can be found on SEDAR+ at https://www.sedarplus.com and on EDGAR at https://www.sec.gov , for a discussion on exchange rate fluctuations. Selective and Opportunistic Pursuit of Acquisitions and Strategic Opportunities We have complemented our organic growth strategies by taking a targeted and opportunistic approach to acquisitions, identifying acquisition targets with a view to accelerating our product roadmap, increasing our market penetration, going deep into verticals and creating value for our shareholders. Throughout our history, we have accrued significant sales and marketing expertise, which we leverage to facilitate our continued expansion both organically and in integrating the companies we acquire. We believe that we remain well-positioned to continue to grow organically and to selectively and opportunistically pursue new acquisitions, investments, divestitures and other strategic opportunities given our experience and scale. However, such acquisitions, investments, divestitures and strategic opportunities could divert management's attention, result in operating difficulties due to a lack of timely and proper completion or integration, or otherwise disrupt our operations and adversely affect our business, operating results or financial position, regardless of whether such acquisitions, investments, divestitures or strategic opportunities are ultimately completed. ‌Key Components of Results of Operations See Management's Discussion and Analysis in our Annual Report on Form 40-F for the year ended March 31, 2026 for details on the key components of results of operations. ‌Results of Operations The following table outlines our unaudited condensed interim consolidated statements of loss for the three months ended June 30, 2026 and 2025: Three months ended June 30, (In thousands of US dollars, except per share amounts) Revenues 2026 $ 2025 $ Subscription 95,372 90,862 Transaction-based 214,525 204,559 Hardware and other 12,807 9,521 Total revenues 322,704 304,942 Direct cost of revenues Subscription 15,870 17,343 Transaction-based 145,974 144,703 Hardware and other 22,301 13,823 Total direct cost of revenues 184,145 175,869 Gross profit 138,559 129,073 Operating expenses General and administrative 29,484 34,713 Research and development 31,856 32,425 Sales and marketing 72,338 67,880 Depreciation of property and equipment 1,725 1,635 Depreciation of right-of-use assets 1,261 1,188 Foreign exchange loss (gain) 246 (2,763) Acquisition-related compensation 157 157 Amortization of intangible assets 5,436 34,681 Restructuring 3,688 1,210 Gain on sale of business (2,091) - Total operating expenses 144,100 171,126 Operating loss (5,541) (42,053) Net interest income (expense) 4,940 (6,209) Loss before income taxes (601) (48,262) Income tax expense (recovery) Current 1,820 1,691 Deferred - (386) Total income tax expense 1,820 1,305 Net loss (2,421) (49,567) Net loss per share - basic and diluted (0.02) (0.35) The following table outlines share-based compensation and the related payroll taxes associated with these expenses included in the results of operations for the three months ended June 30, 2026 and 2025: Three months ended June 30, (In thousands of US dollars) 2026 $ 2025 $ Direct cost of revenues 519 301 General and administrative 4,148 4,617 Research and development 5,664 5,039 Sales and marketing 2,328 4,012 Total share-based compensation and related payroll taxes (1) 12,659 13,969 (1) For the three months ended June 30, 2026, the share-based compensation expense was $11,795 (June 2025 - expense of $12,963), and the related payroll taxes were an expense of $864 (June 2025 - expense of $1,006). Share-based compensation and related payroll taxes in the three months ended June 30, 2026 decreased 9% compared to the three months ended June 30, 2025, reflecting our disciplined approach to equity granting. Results of Operations for the Three Months Ended June 30, 2026 and 2025 Revenues Three months ended June 30, (In thousands of US dollars, except percentages) 2026 $ 2025 $ Change $ Change % Revenues Subscription 95,372 90,862 4,510 5.0 Transaction-based 214,525 204,559 9,966 4.9 Hardware and other 12,807 9,521 3,286 34.5 Total revenues 322,704 304,942 17,762 5.8 Percentage of total revenues Subscription 29.6 % 29.8 % Transaction-based 66.5 % 67.1 % Hardware and other 3.9 % 3.1 % Total 100 % 100 % Subscription Revenue Subscription revenue for the three months ended June 30, 2026 increased by $4.5 million or 5% as compared to the three months ended June 30, 2025, and subscription revenue organic 5 growth was 8% year-over-year. The 5% increase was primarily due to sales of our flagship solutions, particularly to retail customers in North America and hospitality customers in Europe, partially offset by reduced subscription revenue as a result of the sale of Upserve. 5 Revenue organic represents, in a given period, the Company's revenue, adjusted so that where a divestiture occurs partway through the subsequent period, the divested business's contributions are included in the given period only to the extent of the same days in respect of which they are included in the subsequent period. The Upserve revenue from April 28, 2025 to March 31, 2026 includes approximately $14 million of transaction-based revenue for Fiscal 2026 related to payments solutions associated with Customer Locations that continue to be serviced by Lightspeed but following the divestiture of Upserve, is recognized on a net basis rather than a gross basis. This reclassification, which is reflected in the Upserve revenue figures used to calculate organic revenue growth, reduces reported revenue and cost of revenue by the same amount, with no impact on gross profit. The Company is providing these figures in order to provide greater comparability year-over-year taking into account the divestiture of Upserve. Transaction-based Revenue Transaction-based revenue for the three months ended June 30, 2026 increased by $10.0 million or 5% as compared to the three months ended June 30, 2025, and transaction-based revenue organic 5 growth was 20% year-over-year. The 5% increase was primarily due to continued adoption of our payments solutions as a result of our initiative to offer our POS and payments solutions together as one unified offering. We generally require our eligible new and existing customers to adopt our payments solutions. The increase in transaction-based revenue was also due to growth in our merchant cash advance program, partially offset by reduced transaction-based revenue as a result of the sale of Upserve. Hardware & Other Revenue Hardware and other revenue for the three months ended June 30, 2026 increased by $3.3 million or 35% as compared to the three months ended June 30, 2025 due primarily to more hardware being sold to customers in the current period. Direct Cost of Revenues Three months ended June 30, (In thousands of US dollars, except percentages) 2026 $ 2025 $ Change $ Change % Direct cost of revenues Subscription 15,870 17,343 (1,473) (8.5) Transaction-based 145,974 144,703 1,271 0.9 Hardware and other 22,301 13,823 8,478 61.3 Total direct costs of revenues 184,145 175,869 8,276 4.7 Percentage of revenue Subscription 16.6 % 19.1 % Transaction-based 68.0 % 70.7 % Hardware and other 174.1 % 145.2 % Total 57.1 % 57.7 % Subscription Cost of Revenue Subscription cost of revenue for the three months ended June 30, 2026 decreased by $1.5 million or 8% as compared to the three months ended June 30, 2025. Included in subscription cost of revenue for the three months ended June 30, 2026 is $0.3 million in share-based compensation expense and related payroll taxes, compared to an expense of $0.2 million in the three months ended June 30, 2025. When excluding share-based compensation and related payroll taxes, subscription cost of revenue decreased by $1.7 million driven by a decrease in salary and other employee-related costs of $1.3 million primarily due to intentional efforts to be more efficient, including optimization of headcount, a decrease in hosting costs of $0.6 million, and lower software and licensing costs of $0.2 million, in each case partially reflecting the sale of Upserve, offset by an increase in partner fees of $0.2 million and an increase in professional fees and other costs of $0.2 million. Transaction-based Cost of Revenue Transaction-based cost of revenue for the three months ended June 30, 2026 increased by $1.3 million or 1% as compared to the three months ended June 30, 2025. The increase was primarily driven by direct costs related to higher revenue from our payments solutions resulting from an increase in GPV primarily due to the increased adoption of our payments solutions compared to the three months ended June 30, 2025. This increase was partially offset by a reduction in transaction-based cost of revenue as a result of the sale of Upserve. Hardware and Other Cost of Revenue Hardware and other cost of revenue for the three months ended June 30, 2026 increased by $8.5 million or 61% as compared to the three months ended June 30, 2025. Included in hardware and other cost of revenue for the three months ended June 30, 2026 and 2025 is $0.1 million of share-based compensation expense and related payroll taxes. When excluding share-based compensation and related payroll taxes, hardware and other cost of revenue increased by $8.4 million. This increase was driven primarily by an increase of $6.0 million in hardware costs primarily reflecting more hardware being sold to customers and incremental supply chain costs in the current period, partially offset by the sale of Upserve, as well as higher professional fees and other costs of $1.3 million and higher salary and other employee-related costs of $1.1 million. Hardware and other gross margin declined year-over-year, reflecting incremental supply chain costs, including higher sourcing and shipping costs, as well as discounts and incentives provided to encourage new business given the competitive nature of our industry and free hardware provided to assist customers in transitioning to our unified payments and POS offering. Hardware is generally discounted to facilitate the adoption of our other primary revenue streams. Gross Profit Three months ended June 30, (In thousands of US dollars, except percentages) 2026 2025 Change Change $ $ $ % Gross profit 138,559 129,073 9,486 7.3 Percentage of total revenues 42.9 % 42.3 % Gross profit for the three months ended June 30, 2026 increased by $9.5 million or 7% compared to the three months ended June 30, 2025, and gross profit organic 6 growth was 12% year-over-year. The 7% increase was primarily due to growth in our subscription and transaction-based revenue as a result of continued adoption of our flagship products and payments solutions as well as intentional efforts to be more efficient, including optimization of headcount, partially offset by the sale of Upserve. Gross profit as a percentage of revenue increased from 42% to 43% from the three months ended June 30, 2025 to the three months ended June 30, 2026. Gross profit as a percentage of revenue benefitted from growth in subscription revenue and in revenue from our merchant cash advance program, lower subscription cost of revenue and improved margins on transaction-based revenue. These benefits were partially offset by lower margins on hardware and other revenue. Operating Expenses General and Administrative Three months ended June 30, (In thousands of US dollars, except percentages) 2026 $ 2025 $ Change $ Change % General and administrative 29,484 34,713 (5,229) (15.1) Percentage of total revenues 9.1% 11.4% General and administrative expenses for the three months ended June 30, 2026 decreased by $5.2 million or 15% compared to the three months ended June 30, 2025. Included in general and administrative expenses for the three months ended June 30, 2026 is $4.1 million of share-based compensation expense and related payroll taxes, nil in transaction-related costs and nil in respect of provisions, settlements and other costs incurred in respect of certain litigation matters, net of amounts covered by insurance and indemnification proceeds, compared to an expense of $4.6 million, $0.1 million and $7.8 million, respectively, in the three months ended June 30, 2025. When excluding share-based compensation and related payroll taxes, transaction-related costs and provisions, settlements and other costs incurred in respect of certain litigation matters, net of amounts covered by insurance and indemnification proceeds, general and administrative expenses increased by $3.1 million. This increase was driven by an increase of $1.5 million in bad debt expense, which includes movements in our loss allowance and fair value movements related to uncollectible merchant cash advances, partially offset by a reduction resulting from the sale of Upserve. The bad debt expense has increased in line with the accelerated growth in principal issued for our merchant cash advance program. The increase was also driven by an increase of $1.3 million related to professional fees and other expenses, and an increase of $0.8 million in software 6 Gross profit organic represents, in a given period, the Company's gross profit, adjusted so that where a divestiture occurs partway through the subsequent period, the divested business's contributions are included in the given period only to the extent of the same days in respect of which they are included in the subsequent period. The Company is providing these figures in order to provide greater comparability year-over-year taking into account the divestiture of Upserve. and licensing costs. The increase was partially offset by a decrease of $0.3 million in salary and other employee-related costs, and a decrease of $0.2 million in D&O insurance. Our general and administrative expenses as a percentage of revenue decreased from 11% to 9% from the three months ended June 30, 2025 to the three months ended June 30, 2026 driven by growth in revenue as well as intentional cost control initiatives and finding efficiencies across the Company. Research and Development Three months ended June 30, (In thousands of US dollars, except percentages) 2026 2025 Change Change $ $ $ % Research and development 31,856 32,425 (569) (1.8) Percentage of total revenues 9.9% 10.6% Research and development expenses for the three months ended June 30, 2026 decreased by $0.6 million or 2% compared to the three months ended June 30, 2025. Included in research and development expenses for the three months ended June 30, 2026 is $5.7 million of share-based compensation expense and related payroll taxes compared to an expense of $5.0 million in the three months ended June 30, 2025. When excluding share-based compensation and related payroll taxes, research and development expenses decreased by $1.2 million driven by a decrease of $2.6 million of professional fees, partially offset by an increase of $0.8 million in salary and other employee-related costs, which is net of a $0.4 million reduction from the sale of Upserve, as well as higher hosting costs of $0.4 million and higher software and licensing costs of $0.2 million. Our research and development costs as a percentage of revenue decreased from 11% to 10% from the three months ended June 30, 2025 to the three months ended June 30, 2026. Sales and Marketing Three months ended June 30, (In thousands of US dollars, except percentages) 2026 2025 Change Change $ $ $ % Sales and marketing 72,338 67,880 4,458 6.6 Percentage of total revenues 22.4% 22.3% Sales and marketing expenses for the three months ended June 30, 2026 increased by $4.5 million or 7% as compared to the three months ended June 30, 2025. Included in sales and marketing expenses for the three months ended June 30, 2026 is $2.3 million of share-based compensation expense and related payroll taxes compared to an expense of $4.0 million in the three months ended June 30, 2025. When excluding share-based compensation and related payroll taxes, sales and marketing expenses increased by $6.1 million driven by a $6.3 million increase related to salary and other employee-related costs, which is net of a $0.4 million reduction from the sale of Upserve, as well as an increase of $1.1 million in other spend in sales and marketing, including marketing acquisition and growth spend, reseller commissions, branding and trade shows, which is also net of a reduction from the sale of Upserve. The increase was also driven by an increase in software and licensing costs of $0.7 million, partially offset by a decrease of $2.0 million in professional fees and other expenses. Our sales and marketing costs as a percentage of revenue remained consistent at 22% from the three months ended June 30, 2025 to the three months ended June 30, 2026. Depreciation Three months ended June 30, (In thousands of US dollars, except percentages) 2026 $ 2025 $ Change $ Change % Depreciation of property and equipment 1,725 1,635 90 5.5 Depreciation of right-of-use assets 1,261 1,188 73 6.1 2,986 2,823 163 5.8 Percentage of total revenues 0.9% 0.9% Depreciation of property and equipment for the three months ended June 30, 2026 increased by $0.1 million or 6% as compared to the three months ended June 30, 2025. The increase in the depreciation of property and equipment is impacted by additions to property and equipment throughout the last 12 months partially offset by fully depreciated fixed assets. The increase in the depreciation of right-of-use assets of $0.1 million or 6% is impacted by the signing of new lease commitments in the last 12 months partially offset by lease terminations. Foreign Exchange Loss (Gain) Three months ended June 30, (In thousands of US dollars, except percentages) 2026 2025 Change Change $ $ $ % Foreign exchange loss (gain) 246 (2,763) 3,009 (108.9) Percentage of total revenues 0.1 % (0.9)% The Company realized a foreign exchange loss for the three months ended June 30, 2026 compared to a gain for the three months ended June 30, 2025. Foreign exchange gains and losses arise as we have financial assets and liabilities outstanding in currencies other than the U.S. dollar, our functional currency. Items included in our results are measured in U.S. dollars and foreign currency transactions are translated into U.S. dollars using the exchange rates prevailing at the date of the transactions or when items are re-measured with resulting gains and losses subsequently recognized. Acquisition-related Compensation Three months ended June 30, (In thousands of US dollars, except percentages) 2026 $ 2025 $ Change $ Change % Acquisition-related compensation 157 157 - 0.0 Percentage of total revenues 0.0% 0.1% Acquisition-related compensation expense for the three months ended June 30, 2026 remained consistent to the three months ended June 30, 2025. The acquisition-related compensation is due to the deferred compensation from a tuck-in business acquisition completed in Fiscal 2025. This acquisition-related compensation is not included in the total purchase consideration, but rather is treated as an acquisition-related compensation expense for post-combination services. Amortization of Intangible Assets Three months ended June 30, (In thousands of US dollars, except percentages) 2026 $ 2025 $ Change $ Change % Amortization of intangible assets 5,436 34,681 (29,245) (84.3) Percentage of total revenues 1.7% 11.4% Amortization of intangible assets for the three months ended June 30, 2026 decreased by $29.2 million or 84% as compared to the three months ended June 30, 2025. The decrease in amortization was primarily due to the acquired software technologies and customer relationships being fully amortized during Fiscal 2026. Restructuring Three months ended June 30, (In thousands of US dollars, except percentages) 2026 $ 2025 $ Change $ Change % Restructuring 3,688 1,210 2,478 204.8 Percentage of total revenues 1.1% 0.4% 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. The restructuring expense consists primarily of cash severance costs. Gain on Sale of Business Three months ended June 30, (In thousands of US dollars, except percentages) 2026 $ 2025 $ Change $ Change % Gain on sale of business (2,091) - (2,091) 100.0 Percentage of total revenues (0.6)% 0.0% On April 28, 2026, we sold all of the issued and outstanding capital stock of Provide Holdings Inc., which includes Upserve, to an affiliate of Skyview Equity ("Skyview") for $44.0 million in cash consideration and up to $37.0 million in contingent consideration. For the $44.0 million of cash consideration, $20.0 million was paid in cash upon closing, and $22.0 million is evidenced by a senior secured bridge promissory note bearing interest at 8% per annum on a paid-in-kind basis, with an initial maturity of 90 days from closing. The promissory note includes options to extend for up to two additional 30-day periods, each subject to certain conditions being satisfied including payment of an extension fee. In July 2026, the counterparty exercised the first such extension, extending the maturity of the promissory note for an additional 30-day period. The promissory note is secured by substantially all assets of the sold entities. The remaining $2.0 million of cash consideration is due to be paid within 9 months of closing. An estimated working capital adjustment of $0.2 million was also paid upon closing. This amount remains subject to a post-closing working capital adjustment, in respect of which a receivable of $0.3 million was recognized as at June 30, 2026. The contingent consideration of up to $37.0 million shall be paid over two measurement periods ending March 31, 2027 and March 31, 2028 based on the achievement of EBITDA targets as defined in the purchase agreement. The fair value of the contingent consideration was estimated at $10.4 million. See note 4 of the unaudited condensed interim consolidated financial statements for further details. In connection with the transaction, the parties entered into transition services agreements at closing to facilitate the orderly transition of operations. The sale resulted in a gain of $2.1 million for the three months ended June 30, 2026. There was no comparable transaction in the prior year period. Other Income (Expense) Three months ended June 30, (In thousands of US dollars, except percentages) 2026 2025 Change Change Net interest income (expense) $ 4,940 $ (6,209) $ 11,149 % (179.6) Percentage of total revenues 1.5 % (2.0)% Net interest income (expense) is primarily comprised of interest income of $4.9 million earned on cash and cash equivalents during the three months ended June 30, 2026 and a gain of $0.3 million from the change in fair value of the share repurchase liability, related to the automatic share purchase plan ("ASPP") pursuant to our normal course issuer bid ("NCIB"), offset by interest expense of $0.3 million primarily related to interest on lease liabilities for the three months ended June 30, 2026. Net interest income (expense) for the three months ended June 30, 2026 increased by $11.1 million compared to the three months ended June 30, 2025. The increase was primarily due to a gain of $0.3 million from the change in the fair value of the share repurchase liability in the three months ended June 30, 2026 as compared to a loss of $11.8 million in the three months ended June 30, 2025, in each case related to the ASPP under the respective NCIB programs. This was partially offset by a decrease of $0.9 million in interest income due to lower interest income in the three months ended June 30, 2026 on cash and cash equivalents related to a lower cash balance as compared to the prior comparable period. Income Taxes Three months ended June 30, (In thousands of US dollars, except percentages) 2026 $ 2025 $ Change $ Change % Income tax expense (recovery) Current 1,820 1,691 129 7.6 Deferred - (386) 386 (100.0) Total income tax expense 1,820 1,305 515 39.5 Percentage of total revenues Current 0.6 % 0.6 % Deferred 0.0 % (0.1)% Total 0.6 % 0.4 % For the three months ended June 30, 2026 and 2025, we recorded an income tax expense of $1.8 million and $1.3 million, respectively. The increase of $0.5 million was driven by an increase in current income tax expense of $0.1 million and a decrease in deferred income tax recovery of $0.4 million. The increase of $0.1 million in the current income tax expense primarily relates to the increase in taxable income in certain jurisdictions. The decrease of $0.4 million in deferred income tax recovery primarily relates to the recognition of tax losses to cover the deferred tax on unrealized gains recognized in other comprehensive income in the three months ended June 30, 2025. ‌Key Balance Sheet Information (In thousands of US dollars) June 30, 2026 $ March 31, 2026 $ Cash and cash equivalents 372,136 453,906 Total assets 1,589,101 1,665,222 Total liabilities 199,392 182,070 Total long-term liabilities 16,896 16,961 Total Assets June 30, 2026 Compared to March 31, 2026 Total assets decreased by $76.1 million or 5% from March 31, 2026 to June 30, 2026 with cash and cash equivalents accounting for $81.8 million of the decrease, primarily due to $65.6 million in cash used to repurchase and cancel shares under the NCIB and $21.1 million in cash used to repurchase shares for settlement of non-treasury RSUs and PSUs, partially offset by positive cash flows from investing activities due to the sale of Upserve. Goodwill accounted for $36.1 million of the decrease, primarily due to the sale of Upserve. Merchant cash advances, other current assets, and property and equipment also accounted for $2.0 million, $1.0 million, and $0.1 million of the decrease, respectively. The decrease in total assets was partially offset by an increase in trade and other receivables of $24.3 million primarily due to a $24.6 million increase in consideration receivable on the sale of Upserve, and an increase in research and development tax credits receivable of $0.2 million, partially offset by a decrease in accrued interest and other receivables of $0.3 million and a decrease in trade receivables net of allowance for expected credit losses of $0.2 mil...

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