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Wider Q1 loss as Aware (NASDAQ: AWRE) shifts to platform model

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Aware, Inc. reported first quarter 2026 revenue of $3.4 million, down slightly from $3.6 million a year earlier, as lower perpetual license sales were partly offset by higher subscription revenue. Operating expenses rose to $7.0 million from $5.5 million, including $0.7 million of one-time severance tied to a workforce reduction supporting its shift to a platform-focused model.

Net loss widened to $3.5 million, or $(0.16) per diluted share, compared with a $1.6 million loss, or $(0.08) per share, in the prior-year quarter. Adjusted EBITDA loss was $3.2 million versus $1.5 million. Recurring revenue increased to $2.9 million from $2.7 million, reflecting growth in subscriptions and services. The company expects actions taken to reduce operating expenses by $4.0 million on an annualized basis starting in Q2 2026. Cash and cash equivalents were $4.6 million as of March 31, 2026, down from $7.3 million at December 31, 2025.

Positive

  • Recurring revenue growth: Recurring revenue rose to $2.9 million in Q1 2026 from $2.7 million a year earlier, supported by higher software subscriptions and services, showing traction in Aware’s transition toward more predictable subscription and maintenance-based revenue.
  • Planned cost reduction: Following restructuring and workforce reductions, Aware expects to lower operating expenses by $4.0 million on an annualized basis starting in Q2 2026, which could meaningfully narrow losses if revenue stabilizes or grows.

Negative

  • Widening losses: Net loss more than doubled to $3.5 million in Q1 2026 from $1.6 million a year earlier, and adjusted EBITDA loss deepened to $3.2 million from $1.5 million, highlighting near-term profitability pressure during the strategic transition.
  • Higher cost base and cash decline: Operating expenses increased to $7.0 million from $5.5 million, including severance and higher compensation, while cash and cash equivalents fell to $4.6 million at March 31, 2026 from $7.3 million at December 31, 2025.

Insights

Losses widened as Aware invests in a platform shift, with higher recurring revenue but rising costs.

Aware, Inc. saw Q1 2026 revenue slip to $3.4 million from $3.6 million, mainly from weaker perpetual licenses while subscription revenue increased. Operating expenses climbed to $7.0 million, partly from $0.7 million in severance tied to a workforce reduction supporting its platform-focused strategy.

Net loss expanded to $3.5 million versus $1.6 million, and adjusted EBITDA loss deepened to $3.2 million. Recurring revenue improved to $2.9 million from $2.7 million, indicating some progress in shifting toward subscription and maintenance-based sales despite overall top-line pressure.

The company expects its restructuring and cost actions to reduce operating expenses by $4.0 million on an annualized basis starting in Q2 2026. Cash and cash equivalents declined to $4.6 million from $7.3 million at December 31, 2025, so future disclosures will be important to see how cost savings and any revenue growth affect cash burn.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revenue $3.386M Q1 2026 revenue vs $3.608M in Q1 2025
Net loss $3.458M Q1 2026 net loss vs $1.598M in Q1 2025
Adjusted EBITDA loss $3.242M Q1 2026 adjusted EBITDA loss vs $1.528M in Q1 2025
Operating expenses $7.036M Q1 2026 operating expenses including $0.7M severance
Expected opex reduction $4.0M Annualized operating expense reduction starting in Q2 2026
Recurring revenue $2.885M Q1 2026 recurring revenue vs $2.684M in Q1 2025
Cash and cash equivalents $4.576M Balance at March 31, 2026 vs $7.269M at December 31, 2025
Total stockholders’ equity $22.886M Equity at March 31, 2026 vs $26.137M at December 31, 2025
Adjusted EBITDA financial
"We define adjusted EBITDA as U.S. GAAP net loss plus depreciation of fixed assets and amortization..."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
recurring revenue financial
"We define recurring revenue as the portion of Aware revenue that is based on a term arrangement..."
Revenue that a company expects to receive on a regular, predictable basis from ongoing sources such as subscriptions, service contracts, or repeat customer purchases. It matters to investors because it provides steadier cash flow and makes future earnings easier to forecast—like a landlord collecting monthly rent instead of one-off sales—supporting higher valuations and lower risk when those payments are reliable and customers tend to stay.
biometric identity and authentication solutions technical
"Aware, Inc. (NASDAQ: AWRE), a global leader in biometric identity and authentication solutions, today reported..."
biometric orchestration platform technical
"We are moving toward a platform-first approach with the Awareness Platform at the center—designed to meet growing demand for biometric orchestration..."
available-for-sale securities financial
"Unrealized (loss) gain on available-for-sale securities"
Available-for-sale securities are investments in stocks, bonds or similar instruments that a company does not intend to trade frequently but may sell before they mature. They matter to investors because changes in the market value of these holdings show up as paper gains or losses on the company's balance sheet rather than immediately in profit, so they can affect reported net worth and the timing of income without changing day-to-day earnings. Think of them like items on a household shelf you might sell later: their value moves with the market even if you haven’t cashed out.
workforce reduction financial
"one-time severance costs related to a workforce reduction aligned with our strategic transition..."
Revenue $3.386M vs $3.608M in Q1 2025
Net loss $3.458M vs $1.598M in Q1 2025
Adjusted EBITDA loss $3.242M vs $1.528M in Q1 2025
Recurring revenue $2.885M vs $2.684M in Q1 2025
0001015739false00010157392026-03-312026-03-31

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): March 31, 2026

AWARE, INC.

(Exact name of registrant as specified in its charter)

Massachusetts

000-21129

04-2911026

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

76 Blanchard Road, Burlington, MA, 01803

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (781) 687-0300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $.01 per share

AWRE

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

 


 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 29, 2026, Aware, Inc. issued the press release, attached to this Form 8-K as Exhibit 99.1, describing the results of operations and financial condition of the company as of and for the quarter ended March 31, 2026.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this report:

(d) EXHIBITS.

Number

Description

99.1

Press release issued by Aware, Inc. on April 29, 2026.

 

 

104

Cover Page Interactive Data File (embedded within XBRL document)

 


 

SIGNATURE

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.

Dated: April 29, 2026

By:

/s/ David K. Traverse

 

David K. Traverse

Chief Financial Officer

 

 


img70763740_0.gif

EXHIBIT 99.1

 

Company Contact

Delaney Gembis

Aware, Inc.

781-687-0300

marketing@aware.com

Investor Contact

Matt Glover

Gateway Group, Inc.

949-574-3860

AWRE@gateway-grp.com

 

 

Aware Reports First Quarter Financial Results

 

BURLINGTON, MASS. – April 29, 2026 – Aware, Inc. (NASDAQ: AWRE), a global leader in biometric identity and authentication solutions, today reported financial results for the first quarter ended March 31, 2026.

 

First Quarter 2026 and Financial Recent Operational Highlights

 

Delivered strong performance in the DHS Remote Identity Validation Rally, Track 3, where Aware’s Intelligent Liveness demonstrated the ability to stop sophisticated attack vectors while maintaining a high-quality user experience.
Revenue was $3.4 million, compared to $3.6 million in the first quarter of 2025.
Operating expenses were $7.0 million, including approximately $0.7 million of one-time severance costs related to a workforce reduction aligned with our strategic transition from a product-focused model to a platform-driven company, compared to $5.5 million in the first quarter of 2025.

Management Commentary

“This quarter marked an important step in our transformation as we continued aligning the business around a unified biometric orchestration platform,” said CEO Ajay Amlani. “As part of this transition, we are taking deliberate actions to streamline our cost structure and operating model, ensuring we are focused on our highest-impact opportunities.

“We are moving toward a platform-first approach with the Awareness Platform at the center—designed to meet growing demand for biometric orchestration across both government and enterprise markets. With 98% of organizations we surveyed in a new report expressing interest in these capabilities, we are confident we are building toward a clear and expanding market need.

“We believe this shift positions Aware to operate more efficiently, execute with greater focus, and deliver more consistent, long-term value as we advance the platform and scale adoption over time.”

First Quarter 2026 Financial Results

 

Revenue was $3.4 million, compared to $3.6 million in the first quarter of 2025. The decline in revenue was primarily due to a decrease in perpetual license revenue compared to the prior-year first quarter and partially offset by an increase in subscription license revenue.

Operating expenses were $7.0 million, compared to $5.5 million in the first quarter of 2025. The year-over-year decrease was primarily driven by one-time severance costs related to our restructuring of $0.7 million and higher compensation costs related to hires we made in 2025.

 

 

 

 


 

 

As a result of efforts, we’ve taken to streamline our business, we expect to reduce operating expenses by $4.0 million on an annualized basis, as compared to the current quarter, starting in Q2 2026. We will continue to make adjustments to our operating expense as we continue to focus on our strategic goals.

Net loss totaled $3.5 million, or $(0.16) per diluted share, compared to net loss of $1.6 million, or $(0.08) per diluted share, in the first quarter of 2025.

Adjusted EBITDA loss totaled $3.2 million in the first quarter of 2026, compared to adjusted EBITDA loss of $1.5 million in the first quarter of 2025.

Webcast

 

Aware management will host a webcast today, April 29, 2026, at 5:00 p.m. Eastern time to discuss these results and provide an update on business conditions. A question-and-answer session will follow management’s prepared remarks.

Date: Wednesday, April 29, 2026

Time: 5:00 p.m. Eastern time (2:00 p.m. Pacific time)

Webcast: Register Here

The presentation will be made available for replay in the investor relations section of the Company’s website. The audio recording will be available for approximately 90 days following the live event.

 

 

About Aware


Aware, Inc. (NASDAQ: AWRE) is a proven global leader in biometric identity and authentication solutions. Its Awareness Platform transforms biometric data into actionable intelligence, empowering organizations to verify identities and prevent fraud with speed, accuracy, and confidence. Designed for mission-critical enterprise environments, the platform delivers intelligent, scalable architecture, real-time insights, and reliable security—ensuring precise identification when every millisecond matters. Aware is headquartered in Burlington, Massachusetts. To learn more, visit our
website or follow us on LinkedIn and X.

 

Safe Harbor Warning

 

Portions of this release contain forward-looking statements regarding future events and are subject to risks and uncertainties, such as estimates or projections of future revenue, earnings and non-recurring charges, and the growth of the biometrics markets. Aware wishes to caution you that there are factors that could cause actual results to differ materially from the results indicated by such statements.

Risk factors related to our business include, but are not limited to: i) the changes we are implementing in our business to drive growth in our business may not be successful on the timeline we expect, or at all; ii) our operating results may fluctuate significantly and are difficult to predict; iii) we derive a significant portion of our revenue from government customers, and our business may be adversely affected by changes in the contracting or fiscal policies of those governmental entities; iv) a significant commercial market for biometrics technology may not develop, and if it does, we may not be successful in that market; v) we derive a significant portion of our revenue from third party channel partners; vi) the biometrics market may not experience significant growth or our products may not achieve broad acceptance; vii) we face intense competition from other biometrics solution providers; viii) our business is subject to rapid technological change; ix) our software products may have errors, defects or bugs which could harm our business; x) our business may be adversely affected by our use of open source software; xi) we rely on third party software to develop and provide our solutions and significant defects in third party software could harm our business; xii) part of our future business is dependent on market demand for,

 


 

 

and acceptance of, the cloud-based model for the use of software: xiii) our operational systems and networks and products may be subject to an increasing risk of continually evolving cybersecurity or other technological risks which could result in the disclosure of company or customer confidential information, damage to our reputation, additional costs, regulatory penalties and financial losses; xiv) our intellectual property is subject to limited protection; xv) we may be sued by third parties for alleged infringement of their proprietary rights; xvi) we must attract and retain key personnel; xvii) our business may be affected by government regulations, government cost cutting initiatives and adverse economic conditions; and xviii) we may make acquisitions that could adversely affect our results, and xix) we may have additional tax liabilities.

We refer you to the documents Aware files from time to time with the Securities and Exchange Commission, specifically the section titled Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, 2025 and other reports and filings made with the Securities and Exchange Commission.

 

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

 

 

Prior-period amounts have been reclassified to conform to the current period presentation.

 

 


 

 

AWARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)

 

 

 

March 31,
2026

 

 

December 31,
2025

 

ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,576

 

 

$

7,269

 

Marketable securities

 

 

14,998

 

 

 

15,026

 

Accounts and unbilled receivables, net

 

 

3,418

 

 

 

4,358

 

Property and equipment, net

 

 

427

 

 

 

477

 

Goodwill and intangible assets, net

 

 

4,600

 

 

 

4,689

 

Right of use assets

 

 

3,556

 

 

 

3,642

 

All other assets, net

 

 

1,625

 

 

 

1,734

 

 

 

 

 

 

 

 

Total assets

 

$

33,200

 

 

$

37,195

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

1,847

 

 

$

1,975

 

Deferred revenue

 

 

4,576

 

 

 

5,115

 

Operating lease liability

 

 

3,891

 

 

 

3,968

 

Total stockholders’ equity

 

 

22,886

 

 

 

26,137

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

33,200

 

 

$

37,195

 

 

Non-GAAP Measures

We define adjusted EBITDA as U.S. GAAP net loss plus depreciation of fixed assets and amortization of intangible assets, stock-based compensation expenses, other (expense) income, net, and income tax provision. We discuss adjusted EBITDA in our quarterly earnings releases and certain other communications, as we believe adjusted EBITDA is an important measure. We use adjusted EBITDA in internal forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts reported to our Board of Directors, and evaluating short-term and long-term operating trends in our operations. We believe that the adjusted EBITDA financial measure assists in providing an enhanced understanding of our underlying operational measures to manage the business, to evaluate performance compared to prior periods and the marketplace, and to establish operational goals. We believe that the adjusted EBITDA adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in our financial and operational decision-making.

 

We define recurring revenue as the portion of Aware revenue that is based on a term arrangement and is likely to continue in the future, such as annual maintenance or subscription contracts. We use recurring revenue as a metric to communicate the portion of our revenue that has greater stability and predictability. We believe that recurring revenue assists in providing an enhanced understanding of effectiveness of our efforts to transition to a subscription-based business model.

Adjusted EBITDA and recurring revenue are non-GAAP financial measures and should not be considered in isolation or as a substitute for financial information provided in accordance with U.S. GAAP. These non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies. We expect to continue to incur expenses similar to the financial adjustments described above in arriving at adjusted EBITDA and investors should not infer from our presentation of this non-GAAP financial measure that these costs are unusual, infrequent or non-recurring. The following table includes the reconciliations of our U.S. GAAP net loss, the most directly comparable U.S. GAAP financial measure, to our adjusted EBITDA for the three months ended March 31, 2026 and 2025 and our U.S. GAAP revenue, the most

 


 

 

directly comparable U.S. GAAP financial measure, to our recurring revenue for the three months ended March 31, 2026 and 2025.

 

 

AWARE, INC.

Reconciliation of GAAP Net loss to Adjusted EBITDA

(In thousands)

(unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2026

 

 

2025

 

Net loss

 

$

(3,458

)

 

$

(1,598

)

Depreciation and amortization

 

 

139

 

 

 

144

 

Stock based compensation

 

 

269

 

 

 

180

 

Interest income

 

 

(200

)

 

 

(261

)

Provision for income taxes

 

 

8

 

 

 

7

 

Adjusted EBITDA loss

 

$

(3,242

)

 

$

(1,528

)

 

 

AWARE, INC.

Revenue Breakout

(In thousands)

(unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2026

 

 

2025

 

Recurring revenue:

 

 

 

 

 

 

Software subscriptions

 

$

669

 

 

$

531

 

Software maintenance

 

 

2,068

 

 

 

2,106

 

Services and other

 

 

148

 

 

 

47

 

Total recurring revenue

 

 

2,885

 

 

 

2,684

 

 

 

 

 

 

 

 

Non-recurring revenue:

 

 

 

 

 

 

Software licenses

 

 

362

 

 

 

785

 

Services and other

 

 

139

 

 

 

139

 

Total non-recurring revenue

 

 

501

 

 

 

924

 

Total revenue

 

$

3,386

 

 

$

3,608

 

Prior-period amounts have been reclassified to conform to the current period presentation.

 

###

Aware is a registered trademark of Aware, Inc.

 

 


FAQ

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

Aware reported Q1 2026 revenue of $3.4 million, down from $3.6 million a year earlier. Net loss widened to $3.5 million, or $(0.16) per diluted share, compared with a $1.6 million loss, or $(0.08) per share, in Q1 2025.

What happened to Aware’s operating expenses in Q1 2026?

Operating expenses increased to $7.0 million in Q1 2026 from $5.5 million in Q1 2025. The rise was driven by approximately $0.7 million of one-time severance from a workforce reduction and higher compensation costs from hires made in 2025.

How much recurring revenue did Aware (AWRE) generate in Q1 2026?

Recurring revenue reached $2.9 million in Q1 2026, up from $2.7 million in Q1 2025. This included software subscriptions, maintenance, and recurring services, reflecting ongoing progress in Aware’s transition to a subscription-based business model.

What was Aware’s adjusted EBITDA in Q1 2026?

Adjusted EBITDA loss was $3.2 million in Q1 2026, compared with a $1.5 million adjusted EBITDA loss in Q1 2025. The metric adjusts net loss for depreciation and amortization, stock-based compensation, interest income, and income taxes to highlight underlying operating performance.

How strong is Aware’s balance sheet after Q1 2026?

At March 31, 2026, Aware held $4.6 million in cash and cash equivalents and $15.0 million in marketable securities. Total assets were $33.2 million, with total stockholders’ equity of $22.9 million, compared with $26.1 million at December 31, 2025.

What cost savings does Aware expect from its restructuring?

Aware expects its cost actions, including workforce reductions, to reduce operating expenses by $4.0 million on an annualized basis starting in Q2 2026. These savings are intended to support its shift to a platform-driven model and improve operating efficiency over time.

Filing Exhibits & Attachments

2 documents