Aware (NASDAQ: AWRE) Q1 2026 results show wider loss and cost cuts

Rhea-AI Filing Summary

Aware, Inc. reported Q1 2026 revenue of $3.4 million and an operating loss of $3.7 million, compared with revenue of $3.6 million and an operating loss of $1.9 million a year earlier. Net loss widened to $3.5 million, or $0.16 per share.

Software license revenue fell to $1.0 million, while software maintenance held steady at $2.1 million and services and other revenue rose to $0.3 million, helped by higher SaaS revenue of $148 thousand. Total engineering costs increased to $3.3 million, reflecting higher headcount and severance.

In March 2026, the company implemented a cost‑saving plan, recording about $0.7 million of one‑time severance tied to workforce reductions. Aware ended the quarter with $19.6 million in cash, cash equivalents, and marketable securities and used $2.7 million of cash in operating activities, while stating its belief that current liquidity is sufficient for at least the next twelve months.

Key Figures

Revenue: $3.4 million Operating loss: $3.7 million Net loss: $3.5 million +5 more

8 metrics

Revenue $3.4 million Three months ended March 31, 2026

Operating loss $3.7 million Three months ended March 31, 2026

Net loss $3.5 million Three months ended March 31, 2026

Cash, cash equivalents and marketable securities $19.6 million As of March 31, 2026

Cash used in operating activities $2.7 million Three months ended March 31, 2026

SaaS revenue $148 thousand Three months ended March 31, 2026

Restructuring severance $0.7 million Cost saving plan in March 2026

Total engineering costs $3.3 million Three months ended March 31, 2026

Key Terms

biometric identity platform, Software as a Service (“SaaS”), deferred revenue, stock-based compensation, +1 more

5 terms

biometric identity platform financial

"We are a leading biometric identity platform company that validates and secures identities"

Software as a Service (“SaaS”) financial

"Revenue from Software as a Service (“SaaS”) contracts is recognized ratably"

A business model where companies deliver software over the internet on a subscription basis instead of selling one-time licenses; users access the service through a browser or app while the provider hosts, updates and secures the product. Investors care because SaaS generates predictable, recurring revenue and scales quickly like a subscription club, making growth, customer retention and profit margins the key drivers of long-term value and stock performance.

deferred revenue financial

"Our contract liabilities consist of deferred (unearned) revenue, which is generally related"

Cash a company has already received for goods or services it has promised but not yet delivered; it's recorded as a liability because the company still owes that product, service, or future revenue recognition. For investors, deferred revenue signals upcoming work or deliveries that will convert into reported sales over time and affects short-term obligations, cash flow quality, and how quickly a firm can grow recognized revenue—think of it like prepaid subscriptions or gift cards a business must honor later.

stock-based compensation financial

"Stock-based compensation expense for restricted stock units is determined based on the fair market value"

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

goodwill impairment test financial

"performed an interim quantitative goodwill impairment test. Based on this analysis, we determined"

10-Q Quarterly Reports: What Changes Quarter to Quarter →

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3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2026

OR

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________ to _________

Commission file number 000-21129

AWARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts		04-2911026
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)

76 Blanchard Road, Burlington, Massachusetts, 01803

(Address of Principal Executive Offices)

(Zip Code)

(781) 687-0300

(Registrant’s Telephone Number, Including Area Code)

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

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share		AWRE		The Nasdaq Global Market

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

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

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

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

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

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

The number of shares outstanding of the registrant’s common stock as of April 27, 2026 was 21,631,302.

AWARE, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS

			Page
PART I		FINANCIAL INFORMATION	3
Item 1.		Unaudited Consolidated Financial Statements	3
		Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	3
		Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2026 and March 31, 2025	4
		Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and March 31, 2025.	5
		Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and March 31, 2025.	6
		Notes to Consolidated Financial Statements	6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 4.		Controls and Procedures	19
PART II		OTHER INFORMATION	20
Item 1.		Legal Proceedings	20
Item 1A.		Risk Factors	20
Item 6.		Exhibits	21
		Signatures	21

2

PART 1. FINANCIAL INFORMATION

ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS

AWARE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

		March 31, 2026				December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents		$	4,576			$	7,269
Marketable securities			14,998				15,026
Accounts receivable, net			2,393				3,010
Unbilled receivables, net			1,025				1,348
Prepaid expenses and other current assets			1,503				1,612
Total current assets			24,495				28,265
Property and equipment, net			427				477
Intangible assets, net			1,480				1,569
Goodwill			3,120				3,120
Right of use asset			3,556				3,642
Other long-term assets			122				122
Total assets		$	33,200			$	37,195
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	732			$	1,045
Accrued expenses			1,115				930
Current portion of operating lease liabilities			681				676
Deferred revenue			4,346				4,854
Total current liabilities			6,874				7,505
Long-term deferred revenue			230				261
Long-term operating lease liabilities			3,210				3,292
Total long-term liabilities			3,440				3,553
Stockholders’ equity:
Preferred stock, $1.00 par value; 1,000,000 shares authorized,    none outstanding			—				—
Common stock, $.01 par value; 70,000,000 shares authorized; issued and outstanding of 21,616,527 as of March 31, 2026 and 21,444,665 as of December 31, 2025			217				215
Additional paid-in capital			101,777				101,510
Accumulated deficit			(79,274	)			(75,816	)
Accumulated other comprehensive income			166				228
Total stockholders’ equity			22,886				26,137
Total liabilities and stockholders’ equity		$	33,200			$	37,195

The accompanying notes are an integral part of the consolidated financial statements.

3

AWARE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS and COMPREHENSIVE LOSS

(in thousands, except per share data)

(unaudited)

		Three Months Ended March 31,
		2026				2025
Revenue:
Software licenses		$	1,031			$	1,316
Software maintenance			2,068				2,106
Services and other			287				186
Total revenue			3,386				3,608
Costs and expenses:
Cost of revenue			334				173
Research and development			3,223				1,922
Selling and marketing			1,824				1,663
General and administrative			1,655				1,702
Total costs and expenses			7,036				5,460
Operating loss			(3,650	)			(1,852	)
Interest income			200				261
Loss before provision for income taxes			(3,450	)			(1,591	)
Provision for income taxes			8				7
Net loss		$	(3,458	)		$	(1,598	)
Other comprehensive (loss) income, net of tax:
Unrealized (loss) gain on available-for-sale securities			(62	)			44
Comprehensive loss		$	(3,520	)		$	(1,554	)
Net loss per share – basic		$	(0.16	)		$	(0.08	)
Net loss per share – diluted		$	(0.16	)		$	(0.08	)
Weighted-average shares – basic			21,593				21,267
Weighted-average shares – diluted			21,593				21,267

The accompanying notes are an integral part of the consolidated financial statements.

4

AWARE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

		Three Months Ended March 31,
		2026				2025
Cash flows from operating activities:
Net loss		$	(3,458	)		$	(1,598	)
Adjustments to reconcile net loss to net cash    used in operating activities:
Depreciation and amortization			139				144
Stock-based compensation			269				180
Allowance for credit losses			23				33
Non-cash lease expense			8				13
Changes in assets and liabilities:
Accounts receivable			595				61
Unbilled receivables			324				(75	)
Prepaid expenses and other current assets			92				(441	)
Accounts payable			(313	)			(146	)
Accrued expenses			182				(483	)
Deferred revenue			(538	)			(628	)
Net cash used in operating activities			(2,677	)			(2,940	)
Cash flows from investing activities:
Purchases of property and equipment			—				(45	)
Purchase of marketable securities			(1,266	)			(2,730	)
Sale of marketable securities			1,250				1,250
Net cash used in investing activities			(16	)			(1,525	)
Cash flows from financing activities:
Repurchase of common stock			—				(53	)
Net cash used in financing activities			—				(53	)
Decrease in cash and cash equivalents			(2,693	)			(4,518	)
Cash and cash equivalents, beginning of period			7,269				12,972
Cash and cash equivalents, end of period		$	4,576			$	8,454
Supplemental disclosure: Cash paid for income taxes		$	—			$	7

The accompanying notes are an integral part of the consolidated financial statements.

5

AWARE, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

		For the Three Months Ended
		March 31, 2026
										Additional												Total
		Common Stock								Paid-In				Accumulated				Accumulated Other				Stockholders’
		Shares				Amount				Capital				Deficit				Comprehensive Income (Loss)				Equity
Balance at December 31, 2025			21,445			$	215			$	101,510			$	(75,816	)		$	228			$	26,137
Issuance of unrestricted stock			172				2				(2	)			—				—				—
Stock-based compensation expense			—				—				269				—				—				269
Other comprehensive loss			—				—				—				—				(62	)			(62	)
Net loss			—				—				—				(3,458	)			—				(3,458	)
Balance at March 31, 2026			21,617			$	217			$	101,777			$	(79,274	)		$	166			$	22,886

		For the Three Months Ended
		March 31, 2025
										Additional												Total
		Common Stock								Paid-In				Accumulated				Accumulated Other				Stockholders’
		Shares				Amount				Capital				Deficit				Comprehensive Income				Equity
Balance at December 31, 2024			21,097			$	211			$	100,377			$	(69,943	)		$	251			$	30,896
Issuance of unrestricted stock			70				—				—				—				—				—
Stock-based compensation expense			—				—				180				—				—				180
Repurchase of common stock			(34	)			—				(53	)			—				—				(53	)
Other comprehensive income			—				—				—				—				44				44
Net loss			—				—				—				(1,598	)			—				(1,598	)
Balance at March 31, 2025			21,133			$	211			$	100,504			$	(71,541	)		$	295			$	29,469

The accompanying notes are an integral part of the consolidated financial statements.

AWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 – Description of the Company and Basis of Presentation

Description of the Company

We are a leading biometric identity platform company that validates and secures identities using proven and trusted biometrics solutions. Our portfolio enables government agencies and commercial entities to enroll, identify, authenticate and enable using biometrics, which comprise physiological characteristics, such as fingerprints, faces, irises and voices.

•Enroll: Register biometric identities into an organization’s secure database

•Identify: Utilize an organization’s secure database to accurately identify individuals using biometric data

•Authenticate: Provide frictionless multi-factor, passwordless access to secured accounts and databases with biometric verification

6

•Enable: Manage the lifecycle of secure identities through optimized biometric interchanges

Our comprehensive portfolio of biometric solutions is based on innovative, robust products designed explicitly for ease of integration, including customer-managed and integration ready biometric frameworks, platforms, software development kits (“SDKs”) and orchestration services. Principal government applications of biometrics systems include border control, visa applicant screening, law enforcement, national defense, intelligence, secure credentialing, access control, and background checks. Principal commercial applications include mobile enrollment, user authentication, identity proofing, and secure transaction enablement.

Our products span multiple biometric modalities including fingerprint, face, iris and voice, and provide interoperable, standards-compliant, field-proven biometric functionality. Our products are used to capture, verify, format, compress and decompress biometric images as well as aggregate, analyze, process, match and transport those images and templates within biometric systems. For large deployments, we may provide project management and software engineering services. We sell our biometrics software products and services globally through a multifaceted distribution strategy using systems integrators, original equipment manufacturers (“OEMs”), value-added resellers ("VARs"), partners, and directly to end user customers.

Certain amounts in the consolidated financial statements and associated notes may not add due to rounding. All percentages have been calculated using unrounded amounts.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and therefore do not include all information and notes necessary for a complete presentation of our financial position, results of operations and cash flows, in conformity with generally accepted accounting principles. We filed audited financial statements which included all information and notes necessary for such presentation for the two years ended December 31, 2025 in conjunction with our 2025 Annual Report on Form 10-K. This Form 10-Q should be read in conjunction with that Form 10-K.

The accompanying unaudited consolidated balance sheets, statements of operations and comprehensive loss, statements of cash flows, and statements of stockholders’ equity reflect all adjustments (consisting only of normal recurring items) which are, in the opinion of management, necessary for a fair presentation of financial position at March 31, 2026, and of operations and cash flows for the interim periods ended March 31, 2026 and 2025.

The results of operations for the interim periods ended March 31, 2026 are not necessarily indicative of the results to be expected for the year.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. During the quarter ended March 31, 2026, the Company revised the presentation of subscription-based SaaS revenue to classify it within services and other revenue rather than software maintenance revenue. Accordingly, $47 thousand of revenue for the three months ended March 31, 2025, has been reclassified to conform with presentation.

In addition, $0.1 million of amortization expense related to acquired intangible assets has been reclassified from cost of revenue to general and administrative expense for the three months ended March 31, 2025.

These reclassifications had no impact on previously reported total revenue, loss from operations, net loss or loss per share and had no impact on the consolidated balance sheets, statements of cash flows, or changes in stockholders’ equity.

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Principles of Consolidation

The consolidated financial statements include the accounts of Aware, Inc. and its subsidiaries, Aware Security Corporation and Fortr3ss, Inc. Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Estimates used in these financial statements include but are not limited to, revenue recognition, goodwill and long-lived asset impairment, compensation, income taxes, and allowance for credit losses.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. This ASU is effective for the Company’s fiscal year ended December 31, 2025 and has been adopted in these consolidated financial statements. The adoption did not have a material impact on the Company’s consolidated financial statements.

In 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends existing guidance related to the accounting for internal-use software costs. The amendments are intended to improve the relevance of information provided to investors about a company’s investments in internal-use software and align the accounting for internal-use software costs with modern software development practices. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that adoption of this ASU will have on the Company's consolidated financial statements.

Note 2 – Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, we apply the following five step model:

1. Identify the contract with the customer;

2. Identify the performance obligations in the contract;

3. Determine the transaction price;

4. Allocate the transaction price to the performance obligations in the contract; and

5. Recognize revenue when (or as) each performance obligation is satisfied.

We categorize revenue as software licenses, software maintenance, or services and other revenue, which includes SaaS subscription arrangements. Revenue from software licenses is recognized at a point in time upon delivery, provided all other revenue recognition criteria are met. We recognize software maintenance revenue and revenue from SaaS subscription arrangements over time on a straight-line basis over the contract period. Services revenue is recognized over time as the services are delivered using an input method (i.e., labor hours incurred as a percentage of total labor hours budgeted), provided all other revenue recognition criteria are met. Other revenue also includes hardware sales that may be included in a software license, is recognized at a point in time upon delivery provided all other revenue recognition criteria are met.

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In addition to selling software licenses, software maintenance and software services on a standalone basis, a significant portion of our contracts include multiple performance obligations, which require an allocation of the transaction price to each distinct performance obligation based on a relative standalone selling price (“SSP”) basis. The SSP is the price at which we would sell a promised good or service separately to a customer. The best estimate of SSP is the observable price of a good or service when we sell that good or service separately. A contractually stated price or a list price for a good or service may be the SSP of that good or service. We use a range of selling prices to estimate SSP when we sell each of the goods and services separately and need to determine whether there is a discount that needs to be allocated based on the relative SSP of the various goods and services within multiple performance obligation arrangements. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we typically determine the SSP using an adjusted market assessment approach using information that may include market conditions and other observable inputs. We typically have more than one SSP for individual goods and services due to the stratification of those goods and services by customer. In these instances, we may use information such as the nature of the customer and distribution channel in determining the SSP.

When software licenses and significant customization engineering services are sold together, they are accounted for as a combined performance obligation, as the software licenses are generally highly dependent on, and interrelated with, the associated customization services and therefore are not distinct performance obligations. Revenue for the combined performance obligation is recognized over time as the services are delivered using an input method (i.e., labor hours incurred as a percentage of total labor hours budgeted).

When subscription-based software is sold, the subscription-based software and software maintenance are generally considered distinct performance obligations. The transaction price is allocated to subscription-based software and the software maintenance based on the relative SSP of each performance obligation. We sell subscription-based software for a fixed fee and/or a usage-based royalty fee, sometimes subject to a minimum guarantee. When the amount is in the form of a fixed fee, including the guaranteed minimum in subscription-based royalties, revenue is allocated to the subscription-based software and recognized at a point in time upon delivery, provided all other revenue recognition criteria are met. Revenue allocated to the software maintenance is recognized over the contract term on a straight-line basis. Any subscription-based software fees earned not subject to the guaranteed minimum or earned in excess of the minimum amount are recognized as revenue when the subsequent usage occurs.

Our contracts can include variable fees, such as the option to purchase additional usage of a previously delivered software license. We may also provide pricing concessions to clients, a business practice that also gives rise to variable fees in contracts. We include variable fees in the determination of total transaction price if it is not probable that a future significant reversal of revenue will occur. We use the expected value or most likely value amount, whichever is more appropriate for specific circumstances, to estimate variable consideration, and the estimates are based on the level of historical price concessions offered to clients.

The amount of consideration is typically not adjusted for a significant financing component if the time between payment and the transfer of the related good or service is one year or less under the practical expedient in the guidance. Our revenue arrangements are typically accounted for under such expedient, as payment is typically due within 30 to 60 days. During the three month period ended March 31, 2026 and 2025, none of our contracts contained a significant financing component.

Revenue from Software as a Service (“SaaS”) contracts is recognized ratably over the subscription period in accordance with the terms of the customer agreement. For the three months ended March 31, 2026 and 2025, we recognized $148 thousand and $47 thousand, respectively, in SaaS revenue. SaaS revenue is included in services and other revenue in the consolidated statements of operations.

Cost of revenue associated with each category of revenue may include internal engineering labor, third-party contractors, software license fees, and hardware costs.

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Disaggregation of Revenues

We organize ourselves into a single segment that reports to the Chief Executive Officer, who is our CODM. We conduct our operations in the United States and sell our products and services to domestic and international customers. Revenue generated from the following geographic regions was (in thousands):

		Three Months Ended March 31,
		2026				2025
United States		$	1,649			$	1,820
United Kingdom			432			$	558
Turkey			332				399
Rest of World			973				831
		$	3,386			$	3,608

Revenue by timing of transfer of goods or services was (in thousands):

		Three Months Ended March 31,
		2026				2025
Goods or services transferred at a point in time		$	1,044			$	879
Goods or services transferred over time			2,342				2,729
		$	3,386			$	3,608

Revenue by contract type was (in thousands):

		Three Months Ended March 31,
		2026				2025
License and service contracts		$	2,464			$	2,914
Subscription-based contracts			922				694
		$	3,386			$	3,608

Revenue from subscription-based contracts include revenue that may be recognized at a point in time or over time and be part of a fixed fee and or minimum guaranteed fee as well as fees earned and allocated to software maintenance.

Contract Balances

When the timing of our delivery of goods or services is different from the timing of payments made by customers, we recognize either a contract asset (performance precedes customer billing) or a contract liability (customer payment precedes performance). Customers that prepay are represented by the deferred revenue below until the performance obligation is satisfied.

Our contract assets consist of unbilled receivables. Our contract liabilities consist of deferred (unearned) revenue, which is generally related to software maintenance contracts. We classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize revenue.

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The following tables present changes in our contract assets and liabilities during the three months ended March 31, 2026 and 2025 (in thousands):

		Balance at Beginning of Period				Revenue Recognized In Advance of Billings				Billings				Balance at End of Period
Three months ended March 31, 2026
Contract assets:
Unbilled receivables		$	1,348			$	765			$	(1,088	)		$	1,025
Three months ended March 31, 2025
Contract assets:
Unbilled receivables		$	1,080			$	786			$	(711	)		$	1,155
		Balance at Beginning of Period				Billings				Revenue Recognized				Balance at End of Period
Three months ended March 31, 2026
Contract liabilities:
Deferred revenue		$	5,115			$	1,529			$	(2,068	)		$	4,576
Three months ended March 31, 2025
Contract liabilities:
Deferred revenue		$	5,163			$	1,525			$	(2,153	)		$	4,535

Remaining Performance Obligations

Remaining performance obligations represent the transaction prices from contracts for which work has not been performed or for which goods and services have not been delivered. We expect to recognize revenue on approximately 97% of the remaining deferred revenue over the next 12 months, with the remainder recognized thereafter. As of March 31, 2026, the aggregate amount of the transaction prices allocated to remaining performance obligations for contracts with a duration greater than one year was $0.2 million.

Note 3 – Fair Value Measurements

The FASB Codification defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy under the FASB Codification are: Level 1 – valuations that are based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Level 2 – valuations that are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly; and Level 3 – valuations that require inputs that are both significant to the fair value measurement and unobservable.

Cash and cash equivalents, which primarily include money market mutual funds were $4.6 million and $7.3 million as of March 31, 2026 and December 31, 2025, respectively. Marketable securities, which

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consists of U.S. Treasuries, were $15.0 million as of March 31, 2026 and December 31, 2025. Our assets and liabilities that are measured at fair value on a recurring basis included the following (in thousands):

		Fair Value Measurement at March 31, 2026 Using:
		Quoted Prices in Active Markets for Identical Assets				Significant Other Observable Inputs				Significant Unobservable Inputs				Total
		(Level 1)				(Level 2)				(Level 3)
Assets
Money market funds (included in    cash and cash equivalents)		$	4,046			$	—			$	—			$	4,046
Marketable securities			14,998				—				—				14,998
Total assets		$	19,044			$	—			$	—			$	19,044

		Fair Value Measurement at December 31, 2025 Using:
		Quoted Prices in Active Markets for Identical Assets				Significant Other Observable Inputs				Significant Unobservable Inputs				Total
		(Level 1)				(Level 2)				(Level 3)
Assets
Money market funds (included in    cash and cash equivalents)		$	5,881			$	—			$	—			$	5,881
Marketable securities			15,026				—				—				15,026
Total assets		$	20,907			$	—			$	—			$	20,907

Our investments in marketable securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses, net of tax, reported as a component of accumulated other comprehensive income (loss) in stockholders' equity.

Marketable securities by security type consisted of the following (in thousands):

		March 31, 2026:
		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
U.S. Treasury notes and bonds		$	14,832			$	178			$	(12	)		$	14,998
		$	14,832			$	178			$	(12	)		$	14,998

		December 31, 2025:
		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
U.S. Treasury notes and bonds		$	14,798			$	228			$	—			$	15,026
		$	14,798			$	228			$	—			$	15,026

Note 4 – Intangible Assets

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Intangible assets and their estimated useful lives as of March 31, 2026 are as follows (dollars in thousands):

		Useful Life		Gross Amount				Accumulated Amortization				Net Book Value
Customer relationships		8 and 10 years		$	2,680			$	(1,372	)		$	1,308
Developed technology		5 and 7 years			710				(542	)			168
Trade name / trademarks		3 and 7 years			30				(26	)			4
				$	3,420			$	(1,940	)		$	1,480

During each of the three months ended March 31, 2026 and 2025, we recorded $0.1 million of intangible assets amortization expense. We expect to record amortization expense for the remainder of 2026 and each subsequent year and thereafter as follows (in thousands):

2026		$	267
2027			355
2028			338
2029			174
2030			174
Thereafter			172
		$	1,480

As of March 31, 2026, we had $3.1 million of goodwill. During the three months ended March 31, 2026, we identified a triggering event due to a decline in market capitalization and continued operating losses and, as a result, performed an interim quantitative goodwill impairment test. Based on this analysis, we determined that the fair value of the reporting unit exceeded its carrying value and no impairment of goodwill was recorded as of March 31, 2026.

Note 5 – Restructuring Charges

In March 2026, the Company implemented a cost saving plan to better align its cost structure with current business needs. As a result, the Company recognized approximately $0.7 million of one-time severance during the three months ended March 31, 2026, consisting primarily of employee severance and related benefits.

As of March 31, 2026, approximately $0.7 million of these costs remained accrued and are expected to be paid within the next twelve months.

Note 6 – Computation of Earnings per Share

Basic earnings per share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income or loss by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For the purposes of this calculation, stock options are considered common stock equivalents in periods in which they have a dilutive effect. Stock options that are anti-dilutive are excluded from the calculation. All outstanding common stock equivalents were not included in the per share calculation for diluted earnings per share where we had a net loss, and the effect of their inclusion would be anti-dilutive.

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Note 7 – Equity and Stock-based compensation

The following table presents stock-based compensation expenses included in our unaudited consolidated statements of operations and comprehensive loss (in thousands):

		Three Months Ended March 31,
		2026				2025
Research and development			49				42
Selling and marketing			11				9
General and administrative			209				129
Stock-based compensation expense		$	269			$	180

Stock Options - On January 17, 2024, our stockholders approved the Aware Inc. 2023 Equity and Incentive Plan (the “2023 Plan”). Following approval of the 2023 Plan, we ceased making awards under our previous 2001 Nonqualified Stock Plan (as amended, the “2001 Plan”).

During the three months ended March 31, 2026, the Company granted stock options to purchase an aggregate of 10,000 shares of common stock under the 2023 Equity and Incentive Plan. The stock options granted in the three months ended March 31, 2026 were granted as incentive stock options.

During the three months ended March 31, 2025, the Company granted stock options to purchase an aggregate of 1,165,197 shares of common stock under the 2023 Equity and Incentive Plan. Of the total stock options granted in the three months ended March 31, 2025, 327,840 options were granted as incentive stock options and 837,357 as non-qualified stock options.

No stock options were exercised in either period.

The stock options granted during the three months ended March 31, 2025 included 105,000 incentive stock options to a hired executive officer and 1,060,197 options, comprising both incentive and non-qualified options granted to Ajay Amlani, in connection with his appointment as the Company’s Chief Executive Officer. Within the grant to Mr. Amlani, 848,157 options were subject to time-based vesting, with 25 percent vested on the one-year anniversary of the grant date and the remaining 75 percent vesting in 36 equal monthly installments thereafter, subject to Mr. Amlani's continued service. The remaining 212,040 options granted to Mr. Amlani were performance-based and divided equally between two tranches. The first tranche was eligible to vest if certain minimum thresholds for bookings growth for 2025 were achieved, with incremental vesting for higher levels of growth up to a maximum threshold. The second tranche is subject to similar performance conditions based on year-over-year bookings growth in 2026. In both cases, Mr. Amlani must remain in service through December 31 of the applicable performance year for any shares to vest. Expense recognition for the option grant is based on the fair value on the grant date and reflects management’s assessment of the probability of achieving the specified performance conditions. Expense is recognized over the requisite service period and is adjusted for changes in the probability of achievement, as necessary. During 2025, the performance condition for the 2025 tranche was not achieved and the related performance-based options were cancelled. Any compensation expense previously recognized for that tranche was reversed during 2025. Compensation expense related to the 2026 tranche, will be recognized over the applicable service period in 2026 if performance conditions are met.

Restricted Stock Units - The 2023 Plan permits us to grant restricted stock units to our directors, officers, and employees. Upon vesting, each restricted stock unit entitles the recipient to receive a number of shares of common stock as set forth in the relevant restricted stock unit agreement. Stock-based compensation expense for restricted stock units is determined based on the fair market value of our stock on the date of grant, provided the number of shares in the grant is fixed on the grant date.

We granted 217,354 restricted stock units to directors, officers, and employees during the three months ended March 31, 2026. These restricted stock units are scheduled to vest in two installments of

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108,677 shares shortly after June 30, 2026 and December 31, 2026, respectively. No restricted stock units were forfeited during the quarter.

We granted 411,867 restricted stock units to directors, officers, and employees during the three months ended March 31, 2025. Of these, 245,638 restricted stock units vested in two installments of 122,495 shares and 122,496 shares shortly after June 30, 2025 and December 31, 2025, respectively. In addition, 166,229 restricted stock units were granted on March 13, 2025 to Mr. Amlani in connection with an amendment to his employment agreement. The amendment provided that 80% of Mr. Amlani's CEO’s base salary for the period from March 16, 2025 through December 31, 2025 was paid in restricted stock units. The award represented the right to receive 166,229 shares vested in nine equal monthly installments beginning on April 16, 2025 and continuing on the 16th of each month through December 16, 2025. No restricted stock units were forfeited during the quarter.

Share Purchases - On March 1, 2022, our Board of Directors authorized a new stock repurchase program pursuant to which we may purchase up to $10.0 million of our common stock. On November 30, 2023, our Board of Directors extended the program through December 31, 2025. As of March 31, 2025 we had repurchased $2.1 million of our common stock pursuant to this program. During the three months ended March 31, 2025 we purchased 34,437 common stock. The program did not obligate us to acquire any particular amount of common stock. As of December 31, 2025 the plan expired. We did not repurchase any shares of our common stock during the three months ended March 31, 2026.

Note 8 – Income Taxes

During the three months ended March 31, 2026 and 2025, we recorded an income tax provision of $8,000 and $7,000, respectively.

We have evaluated the positive and negative evidence bearing upon our ability to realize our deferred tax assets, which primarily consist of net operating loss carryforwards and research and development tax credits. We considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and we have concluded that it is more likely than not that we will not realize the benefits of our deferred tax assets. As a result, as of March 31, 2026 and December 31, 2025, we have a full valuation allowance recorded against our net deferred tax assets.

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ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

Some of the information in this Quarterly Report on Form 10-Q contains forward‑looking statements that involve substantial risks and uncertainties. You can identify these statements by forward‑looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “continue” and similar words. You should read statements that contain these words carefully because they: (1) discuss our future expectations; (2) contain projections of our future operating results or financial condition; or (3) state other “forward‑looking” information. However, we may not be able to predict future events accurately. The risk factors listed in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025, as well as any cautionary language in this Quarterly Report on Form 10-Q, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward‑looking statements. You should be aware that the occurrence of any of the events described in these risk factors and elsewhere in this Quarterly Report on Form 10-Q could materially and adversely affect our business.

Summary of Operations

We are primarily engaged in the development and sale of biometrics products, solutions and services. Our software products are used in government and commercial systems and applications and fulfill a broad range of functions critical to secure biometric enrollment, authentication, identification and transactions. Principal government applications of biometrics systems include border control, visa applicant screening, law enforcement, national defense, intelligence, secure credentialing, access control, and background checks. Principal commercial applications include: i) user enrollment and authentication used for login to mobile devices, computers, networks, and software programs; ii) user authentication for financial transactions and purchases (online and in-person); iii) physical access control to buildings; and iv) identity proofing of prospective employees and customers. We sell our biometrics software products and services globally through a multifaceted distribution strategy using systems integrators, OEMs, VARs, partners, and directly to end user customers. We also derive a portion of our revenue from the sale of imaging software licenses to OEMs and systems integrators that incorporate our software into medical imaging products and medical systems.

Summary of Financial Results

We use revenue and results of operations to summarize financial results as we believe these measurements are the most meaningful way to understand our operating performance. The comparisons below reflect certain reclassifications described in more detail in Note 1 to the consolidated financial statements

Revenue and operating loss for the three months ended March 31, 2026 were $3.4 million and $3.7 million, respectively. These results compared to revenue of $3.6 million and operating loss of $1.9 million for the three months ended March 31, 2025. The decrease in revenue was primarily due to lower software license revenue. The increase in operating loss was primarily due to lower revenue, one-time severance costs in the current quarter of $0.7 million and a $0.6 million increase in salary-related expenses resulting from additional headcount hired in 2025. These severance costs relate to workforce reduction actions taken during the quarter as part of our efforts to align our cost structure with current business conditions. These actions are expected to reduce operating expenses in future periods.

These and all other financial results are discussed in more detail in the results of operations section that follows.

Results of Operations

Software licenses. Software licenses consist of revenue from the sale of biometrics and imaging software products. Sales of software products depend on our ability to win proposals to supply software for biometrics systems projects either directly to end user customers or indirectly through channel partners.

Software license revenue decreased 22% from $1.3 million in the three months ended March 31, 2025 to $1.0 million for the three months ended March 31, 2026. As a percentage of total revenue, software license revenue decreased from 36% in the first quarter of 2025 to 30% in the current year quarter. The $0.3 million decrease

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in software license revenue was due primarily to a decrease in perpetual licenses sales due to a decrease in one-time license deals in the current quarter.

Software license sales have historically fluctuated, and we expect software license revenue to continue to fluctuate since these sales are based on the timing of projects with our customers and partners.

Our market strategy is to continue to focus on our legacy government biometrics markets and expand into new commercial biometrics markets. We are unable to predict future revenue from commercial markets as these are emerging markets.

Software maintenance. Software maintenance consists of revenue from the sale of software maintenance contracts. Software maintenance contracts entitle customers to receive software support and software updates, if and when they become available, during the term of the contract.

Software maintenance was $2.1 million in each of the three months ended March 31, 2026 and 2025. As a percentage of total revenue, software maintenance revenue increased from 58% in the first quarter of 2025 to 61% in the current year first quarter. Prior period amounts have been reclassified to conform to the current period presentation. See Note 1 to the consolidated financial statements for additional information regarding these reclassifications.

Services and other revenue. Services and other revenue consists of fees we charge to perform software development, integration, installation, customization, and other professional services, as well as subscription-based SaaS offerings and hardware included with certain software licenses. Similar to software license revenue, services revenue depends on our ability to win biometrics systems projects either directly with end user customers or in conjunction with channel partners. SaaS revenue reflects recurring subscription fees for access to our biometric software solutions.

Services and other revenue may fluctuate based on the timing of commencement and completion of customer projects, the mix of professional services and subscription-based arrangements, and the timing of hardware delivered in connection with software licenses.

Services and other revenue increased 54% from $0.2 million in the three months ended March 31, 2025 to $0.3 million in the three months ended March 31, 2026. As a percentage of total revenue, services and other revenue increased from 5% in the three months ended March 31, 2025 to 8% in the current year period. The increase was primarily due to growth in SaaS revenue, which increased from $47 thousand in the three months ended March 31, 2025 to $0.1 million in the current year first quarter. The increase in SaaS revenue reflects expansion of subscription-based customer arrangements. Prior period amounts have been reclassified to conform to the current period presentation. See Note 1 to the consolidated financial statements for additional information regarding these reclassifications.

Cost of revenue. Cost of revenue consists primarily of engineering costs to perform customer services projects, amortization of intangible assets related to acquisitions, and other third-party costs that are included with some of our software licenses. Such costs primarily include: i) engineering salaries, stock-based compensation, fringe benefits, and facilities; ii) engineering consultants and contractors; iii) software license fees; and iv) hardware costs.

Cost of revenue increased 93% from $0.2 million in the three months ended March 31, 2025 to $0.3 million in the three months ended March 31, 2026. Cost revenue as a percentage of total revenue increased from 5% in the first quarter of 2025 to 10% in the current year first quarter. The $0.1 million increase was the result of increased software license costs. Prior period amounts have been reclassified to conform to the current period presentation. See Note 1 to the consolidated financial statements for additional information regarding these reclassifications.

Gross margins on revenue are a function of: i) the nature of the projects; ii) the level of engineering difficulty and labor hours required to complete project tasks; iii) how much we were able to charge; and iv) product mix. We expect that gross margins on services and other revenue will continue to fluctuate in future periods based on the nature, complexity, and pricing of future projects and product mix.

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Research and development expense. Research and development expense consists of costs for: i) engineering personnel, including salaries, stock-based compensation, fringe benefits, and facilities; ii) engineering consultants and contractors, and iii) other engineering expenses such as supplies, equipment depreciation, dues and memberships and travel. Engineering costs incurred to develop our technology and products are classified as research and development expense. As described in the cost of revenue section, engineering costs incurred to provide engineering services for customer projects are classified as cost of revenue, and are not included in research and development expense.

The classification of total engineering costs to research and development expense and engineering costs to perform customer services included in cost of revenue was (in thousands):

		Three Months Ended March 31,
		2026				2025
Research and development expense		$	3,223			$	1,922
Engineering costs allocated to cost of revenue			50				91
Total engineering costs		$	3,273			$	2,013

Total engineering costs increased 62% from $2.0 million in the three months ended March 31, 2025 to $3.3 million in the three months ended March 31, 2026. As a percentage of total revenue, total engineering costs increased from 56% in the three months ended March 31, 2025 to 97% in the same current year quarter.

The spending increase for the three months ended March 31, 2026 compared to the same prior year period was primarily due to one-time severance costs of $0.6 million including the termination of our chief technology officer and $0.7 million increase in salary related costs in relation to additional headcount hired in 2025. We anticipate engineering expenses to decrease during the remainder of 2026 as we focus on strategic product development initiatives.

Selling and marketing expense. Selling and marketing expense primarily consists of costs for: i) sales and marketing personnel, including salaries, sales commissions, stock-based compensation, fringe benefits, travel, and facilities; and ii) advertising and promotion expenses.

Selling and marketing expense increased 10% from $1.7 million in the three months ended March 31, 2025 to $1.8 million in the same three month period of 2026. As a percentage of total revenue, selling and marketing expense increased from 45% in the first quarter of 2025 to 49% in the corresponding period in 2026.

The spending increases for the three months ended March 31, 2026, compared to the same period in the prior year was primarily due to one time severance cost of $0.1 million and $0.1 million related to higher headcount hired in 2025.

We expect selling and marketing expense to decrease during the remainder of 2026 as we focus on strategic product development initiatives.

General and administrative expense. General and administrative expense consists primarily of costs for: i) officers, directors and administrative personnel, including salaries, bonuses, director compensation, stock-based compensation, fringe benefits, and facilities; ii) professional fees, including legal and audit fees; iii) public company expenses; and iv) other administrative expenses, such as insurance costs and bad debt provisions.

General and administrative expense was $1.7 million for each of the three months ended March 31, 2026 and 2025. As a percentage of total revenue, general and administrative expense was 47% in the first quarter of 2025 and 49% in the corresponding period of 2026. Prior period amounts have been reclassified to conform to the current period presentation. See Note 1 to the consolidated financial statements for additional information regarding these reclassifications.

Fluctuations in general and administrative expenses are expected depending on specific activities in a period.

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Interest Income. Interest income was $0.2 million and $0.3 million in the three months ended March 31, 2026 and 2025, respectively. The decrease in interest income in the three months ended March 31, 2026 was primarily the result of lower average cash balances during the current year period.

We expect interest income to decrease slightly over the remainder of 2026 due to a lower projected average cash balance.

Income taxes. Total income tax expense was $8 thousand and $7 thousand for the three months ended March 31, 2026 and 2025, respectively. The income tax expense relates to state income taxes.

We are subject to income taxes in the United States, and we use estimates in determining our provisions for income taxes. We account for income taxes using the asset and liability method for accounting and reporting income taxes. Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates.

We have evaluated the positive and negative evidence bearing upon our ability to realize our deferred tax assets, which primarily consist of net operating loss carryforwards and research and development tax credits. We considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and we have concluded that it is more likely than not that we will not realize the benefits of our deferred tax assets. As a result, as of March 31, 2026 and December 31, 2025, we recorded a full valuation allowance against our net deferred tax assets.

Liquidity and Capital Resources

At March 31, 2026, we had cash, cash equivalents and marketable securities of $19.6 million, which represented a decrease of $2.7 million from December 31, 2025. The decrease in cash, cash equivalents and marketable securities was primarily due to the impact of $2.7 million of cash used in operating activities.

Cash used in investing activities was sixteen thousand in the first three months of 2026, which primarily consisted of net purchases of marketable securities.

While we cannot assure you that we will not require additional financing, or that such financing will be available to us, we believe that our cash and cash equivalents will be sufficient to fund our operations for at least the next twelve months from the date of this filing and to meet our known long-term cash requirements. Whether these resources are adequate to meet our liquidity needs beyond that period will depend on our future growth, operating results, and the investments needed to support our operations. If we require additional capital resources, we may utilize available funds or seek external financing, which may not be available on terms we find attractive or at all.

To date, inflation has not had a material impact on our financial results. There can be no assurance, however, that inflation will not adversely affect our financial results in the future.

Recent Accounting Pronouncements

See Note 1 to our Consolidated Financial Statements in Item 1.

ITEM 4: Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of March 31, 2026.

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PART II. OTHER INFORMATION

ITEM 1: Legal Proceedings

From time to time, we are involved in litigation incidental to the conduct of our business. We are not party to any lawsuit or proceeding that, in our opinion, is material to our business.

ITEM 1A: Risk Factors

Investing in our common stock involves a high degree of risk. Our Annual Report on Form 10-K for the year ended December 31, 2025 includes a detailed discussion of our risk factors under the heading “Part I, Item 1A—Risk Factors.” There have been no material changes from such risk factors during the three months ended March 31, 2026. You should consider carefully the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, and all other information contained in or incorporated by reference in this Quarterly Report on Form 10-Q before making an investment decision. If any of the risks discussed in the Annual Report on Form 10-K or herein actually occur, they may materially harm our business, financial condition, operating results, cash flows or growth prospects. As a result, the market price of our common stock could decline, and you could lose all or part of your investment. Additional risks and uncertainties that are not yet identified or that we think are immaterial may also materially harm our business, financial condition, operating results, cash flows or growth prospects and could result in a complete loss of your investment.

ITEM 5: Other Information

During the three months ended March 31, 2026, no director or officer of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in item 408(a) of Regulation S-K.

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ITEM 6: Exhibits

(a) Exhibits

Exhibit 3.1		Amended and Restated Articles of Organization, as amended (filed as Exhibit 3.1 to the Company’s Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
Exhibit 3.2		Amended and Restated By-Laws (filed as Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 10, 2007 and incorporated herein by reference).
Exhibit 10.1		Letter Agreement dated as of March 10, 2026, by and between Aware, Inc. and Mohamed Lazzouni (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 12, 2026, and incorporated herein by reference).
Exhibit 31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1		Certification of Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101		The following financial statements from Aware, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language), as follows: i) Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, ii) Consolidated Statements of Operations and Comprehensive Loss for the Three and Months Ended March 31, 2026 and 2025 iii) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 iv) Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025, and v) Notes to Consolidated Financial Statements.
Exhibit 104		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline Document Set.

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SIGNATURES

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

				AWARE, INC.
Date:		May 1, 2026		By:		/s/ Ajay K. Amlani
						Ajay K. Amlani
						Chief Executive Officer & President

Date:		May 1, 2026		By:		/s/ David K. Traverse
						David K. Traverse
						Chief Financial Officer

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FAQ

How did Aware (AWRE) perform financially in Q1 2026?

Aware generated $3.4 million in revenue and posted a net loss of $3.5 million, or $0.16 per share. Revenue dipped from $3.6 million, while the operating loss widened due to higher engineering costs and one-time severance charges.

What drove Aware’s increased loss in Q1 2026 versus 2025?

The larger Q1 2026 loss mainly reflects lower software license revenue, approximately $0.7 million of severance from a cost-saving plan, and about $0.6 million higher salary-related expenses from 2025 hiring. These items more than offset stable maintenance revenue and higher services revenue.

How are Aware’s revenue streams by category for Q1 2026?

In Q1 2026, Aware reported $1.0 million in software licenses, $2.1 million in software maintenance, and $0.3 million in services and other revenue. SaaS revenue within services and other reached $148 thousand, reflecting growth in subscription-based biometric solutions.

What is Aware (AWRE) doing to control costs in 2026?

In March 2026, Aware implemented a cost saving plan and recognized about $0.7 million of one-time severance, including the termination of its chief technology officer. Management states these actions are intended to align costs with current business conditions and reduce expenses in future periods.

What is Aware’s liquidity position as of March 31, 2026?

Aware held $19.6 million in cash, cash equivalents, and marketable securities at March 31, 2026, after using $2.7 million in operating activities during the quarter. The company believes this liquidity will fund operations for at least the next twelve months, based on current expectations.

Did Aware record any goodwill impairment in Q1 2026?

Aware conducted an interim goodwill impairment test in Q1 2026 after a decline in market capitalization and continued operating losses. The company concluded the reporting unit’s fair value exceeded its carrying value, so no goodwill impairment was recorded as of March 31, 2026.

How is Aware’s SaaS business trending in Q1 2026?

SaaS revenue increased to $148 thousand in Q1 2026 from $47 thousand a year earlier. This growth reflects expanded subscription-based customer arrangements for Aware’s biometric software, which are recognized ratably over the contract term as services are delivered.