Lightspeed Commerce posts higher revenue, wider loss
Lightspeed Commerce Inc. reported higher revenue but continued losses for the three and nine months ended December 31, 2025.
Lightspeed Commerce Inc. reported higher revenue but continued losses for the three and nine months ended December 31, 2025. Quarterly revenue reached $312,346 with gross profit of $133,577, up from $280,134 and $115,874 a year earlier, while net loss widened to $33,578 and loss per share was $0.24.
For the nine-month period, revenue was $936,251 and net loss was $115,845. Cash and cash equivalents were $479,002 as of December 31, 2025. The company completed its annual goodwill impairment test with no impairment recorded and closed a $7,568 securities class action settlement approved in Québec.
Lightspeed repurchased and cancelled 9,013,953 Subordinate Voting Shares under its normal course issuer bid for total consideration of $85,430, and also used share repurchases to settle non-treasury RSUs. It noted additional service commitments of $46,000 over the next five fiscal years and highlighted growing merchant cash advance activity contributing to transaction-based revenue.
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FAQ
How did Lightspeed Commerce (LSPD) perform for the quarter ended December 31, 2025?
Lightspeed generated quarterly revenue of $312.3 million, above $280.1 million a year earlier, with gross profit of $133.6 million. The company still reported a net loss of $33.6 million, and basic and diluted loss per share of $0.24.
What were Lightspeed Commerce’s nine-month results to December 31, 2025?
Over nine months, Lightspeed reported revenue of $936.3 million and a net loss of $115.8 million. Gross profit reached $397.8 million. Basic and diluted loss per share for the nine-month period was $0.83, reflecting continued investment and operating losses.
What was Lightspeed Commerce’s cash position as of December 31, 2025?
As of December 31, 2025, Lightspeed held $479.0 million in cash and cash equivalents, down from $558.5 million at March 31, 2025. The decline mainly reflects share repurchases, investment in intangible assets, and other financing and investing cash flows during the nine-month period.
How much stock did Lightspeed Commerce repurchase in 2025 under its NCIB?
During the nine months ended December 31, 2025, Lightspeed repurchased and cancelled 9,013,953 Subordinate Voting Shares under its normal course issuer bid. Total consideration, including transaction costs, was $85.4 million, representing the full authorized amount under the renewed buyback program.
Did Lightspeed Commerce record any goodwill impairment in 2025?
Lightspeed performed its annual goodwill impairment test as of December 31, 2025 using a discounted cash flow model and concluded there was no impairment of goodwill. Key assumptions included a 16% discount rate, a 1.1 terminal value multiple, and a 15% revenue growth rate.
What legal and restructuring items affected Lightspeed Commerce’s 2025 results?
Lightspeed agreed to a $7.568 million settlement of a Québec securities class action, which was approved and paid into escrow. It also recognized $4.2 million of restructuring expense for severance and ended the period with a severance provision of $1.3 million.
How is Lightspeed Commerce’s merchant cash advance program reflected in 2025 results?
Merchant cash advances contributed $36.3 million to transaction-based revenue over nine months. The merchant cash advances balance was $105.6 million at December 31, 2025, after new advances, collections, fee income, and $10.1 million of amounts deemed uncollectible recorded in general and administrative expenses.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
| For the month of | February | 2026 | ||||||||||||
| Commission File Number | 001-39498 | |||||||||||||
LIGHTSPEED COMMERCE INC. | ||
| (Translation of registrant’s name into English) | ||
700 Saint-Antoine Street East, Suite 300 Montréal, Québec, Canada H2Y 1A6 | ||
| (Address of principal executive offices) | ||
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F | Form 40-F | ☒ | |||||||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
DOCUMENTS INCLUDED AS PART OF THIS REPORT
| Exhibit | |||||
99.1 | Lightspeed Commerce Inc. Interim Financial Statements for the Third Quarter ended December 31, 2025 | ||||
99.2 | Lightspeed Commerce Inc. Interim Management's Discussion and Analysis for the Third Quarter ended December 31, 2025 | ||||
99.3 | Lightspeed Commerce Inc. – Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations) | ||||
99.4 | Lightspeed Commerce Inc. – Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations) | ||||
Documents 99.1 and 99.2 of this Report on Form 6-K are incorporated by reference into the Registration Statement on Form S-8 of the Registrant, which was originally filed with the Securities and Exchange Commission on September 30, 2020 (File No. 333-249175), and the Registration Statement on Form S-8 of the Registrant, which was originally filed with the Securities and Exchange Commission on December 4, 2020 (File No. 333-251139).
2
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.
| Lightspeed Commerce Inc. | ||||||||||||||
| (Registrant) | ||||||||||||||
| February 5, 2026 | By: | /s/ Dan Micak | ||||||||||||
| Name: | Dan Micak | |||||||||||||
| Title: | Chief Legal Officer | |||||||||||||
3
Lightspeed Commerce Inc.
Condensed Interim Consolidated Financial Statements
(Unaudited)
For the three and nine months ended December 31, 2025
(expressed in thousands of US dollars)
Lightspeed Commerce Inc. Condensed Interim Consolidated Balance Sheets (Unaudited) | |||||||||||
| As at December 31 and March 31, 2025 | |||||||||||
(expressed in thousands of US dollars) | |||||||||||
Notes | December 31, 2025 | March 31, 2025 | |||||||||
| Assets | $ | $ | |||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | 479,002 | 558,469 | |||||||||
| Trade and other receivables | 9 | 40,135 | 53,077 | ||||||||
| Merchant cash advances | 18 | 105,642 | 106,169 | ||||||||
| Inventories | 12,086 | 14,612 | |||||||||
| Other current assets | 10 | 68,341 | 65,696 | ||||||||
| Total current assets | 705,206 | 798,023 | |||||||||
Lease right-of-use assets, net | 16,268 | 12,714 | |||||||||
Property and equipment, net | 17,042 | 17,102 | |||||||||
Intangible assets, net | 93,113 | 159,542 | |||||||||
| Goodwill | 11 | 806,130 | 797,962 | ||||||||
| Other long-term assets | 12 | 37,475 | 40,562 | ||||||||
| Deferred tax assets | 449 | 298 | |||||||||
| Total assets | 1,675,683 | 1,826,203 | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and accrued liabilities | 13 | 80,363 | 73,075 | ||||||||
| Lease liabilities | 5,408 | 5,654 | |||||||||
| Income taxes payable | 1,332 | 1,540 | |||||||||
| Deferred revenue | 68,915 | 68,714 | |||||||||
| Total current liabilities | 156,018 | 148,983 | |||||||||
| Deferred revenue | 843 | 1,088 | |||||||||
| Lease liabilities | 14,801 | 11,319 | |||||||||
| Other long-term liabilities | 1,662 | 562 | |||||||||
| Deferred tax liabilities | 72 | 284 | |||||||||
| Total liabilities | 173,396 | 162,236 | |||||||||
| Shareholders’ equity | |||||||||||
| Share capital | 15 | 3,912,508 | 4,157,395 | ||||||||
| Additional paid-in capital | 203,911 | 200,634 | |||||||||
| Accumulated other comprehensive income (loss) | 16 | 3,760 | (7,462) | ||||||||
| Accumulated deficit | (2,617,892) | (2,686,600) | |||||||||
| Total shareholders’ equity | 1,502,287 | 1,663,967 | |||||||||
| Total liabilities and shareholders’ equity | 1,675,683 | 1,826,203 | |||||||||
| Commitments and contingencies | 14 | ||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
2
Lightspeed Commerce Inc. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited) | ||||||||||||||||||||
| For the three and nine months ended December 31, 2025 and 2024 | ||||||||||||||||||||
| (expressed in thousands of US dollars, except per share amounts) | ||||||||||||||||||||
| Three months ended December 31, | Nine months ended December 31, | |||||||||||||||||||
Notes | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
$ | $ | $ | $ | |||||||||||||||||
| Revenues | 4 | 312,346 | 280,134 | 936,251 | 823,407 | |||||||||||||||
| Direct cost of revenues | 5, 6 | 178,769 | 164,260 | 538,438 | 485,042 | |||||||||||||||
| Gross profit | 133,577 | 115,874 | 397,813 | 338,365 | ||||||||||||||||
| Operating expenses | ||||||||||||||||||||
| General and administrative | 6 | 29,575 | 29,459 | 93,388 | 92,562 | |||||||||||||||
| Research and development | 6 | 33,189 | 32,148 | 98,308 | 90,139 | |||||||||||||||
| Sales and marketing | 6 | 68,464 | 54,012 | 206,686 | 176,763 | |||||||||||||||
| Depreciation of property and equipment | 1,792 | 1,891 | 5,124 | 5,717 | ||||||||||||||||
| Depreciation of right-of-use assets | 1,306 | 1,218 | 3,786 | 3,981 | ||||||||||||||||
| Foreign exchange loss (gain) | 571 | 2,514 | (1,957) | 1,262 | ||||||||||||||||
| Acquisition-related compensation | 157 | 157 | 471 | 209 | ||||||||||||||||
| Amortization of intangible assets | 34,781 | 22,105 | 104,143 | 67,612 | ||||||||||||||||
| Restructuring | 14 | 1,381 | 6,368 | 4,213 | 16,073 | |||||||||||||||
| Total operating expenses | 171,216 | 149,872 | 514,162 | 454,318 | ||||||||||||||||
| Operating loss | (37,639) | (33,998) | (116,349) | (115,953) | ||||||||||||||||
| Net interest income | 7 | 4,851 | 8,388 | 3,861 | 28,097 | |||||||||||||||
| Loss before income taxes | (32,788) | (25,610) | (112,488) | (87,856) | ||||||||||||||||
| Income tax expense (recovery) | ||||||||||||||||||||
| Current | 1,117 | 867 | 3,924 | 3,360 | ||||||||||||||||
| Deferred | (327) | 109 | (567) | 37 | ||||||||||||||||
Total income tax expense | 790 | 976 | 3,357 | 3,397 | ||||||||||||||||
| Net loss | (33,578) | (26,586) | (115,845) | (91,253) | ||||||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||
| Items that may be reclassified to net loss | ||||||||||||||||||||
| Foreign currency differences on translation of foreign operations | 236 | (8,511) | 8,214 | (3,662) | ||||||||||||||||
| Change in net unrealized gain (loss) on cash flow hedging instruments, net of tax | 611 | (3,837) | 3,008 | (3,767) | ||||||||||||||||
| Total other comprehensive income (loss) | 16 | 847 | (12,348) | 11,222 | (7,429) | |||||||||||||||
| Total comprehensive loss | (32,731) | (38,934) | (104,623) | (98,682) | ||||||||||||||||
| Net loss per share – basic and diluted | 8 | (0.24) | (0.17) | (0.83) | (0.59) | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
3
Lightspeed Commerce Inc. Condensed Interim Consolidated Statements of Cash Flows (Unaudited) | ||||||||
| For the nine months ended December 31, 2025 and 2024 | ||||||||
(expressed in thousands of US dollars) | ||||||||
| Nine months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from (used in) operating activities | $ | $ | ||||||
| Net loss | (115,845) | (91,253) | ||||||
| Items not affecting cash and cash equivalents | ||||||||
| Amortization of intangible assets | 104,143 | 67,612 | ||||||
| Depreciation of property and equipment and lease right-of-use assets | 8,910 | 9,698 | ||||||
Deferred income tax expense (recovery) | (567) | 37 | ||||||
| Share-based compensation expense | 45,657 | 42,983 | ||||||
| Unrealized foreign exchange loss (gain) | (654) | 100 | ||||||
| (Increase)/decrease in operating assets and increase/(decrease) in operating liabilities | ||||||||
| Trade and other receivables | 12,386 | 18,915 | ||||||
| Merchant cash advances | 527 | (27,080) | ||||||
| Inventories | 2,526 | 621 | ||||||
| Other assets | 1,777 | (11,516) | ||||||
| Accounts payable and accrued liabilities | 10,991 | 3,546 | ||||||
| Income taxes payable | (208) | (955) | ||||||
| Deferred revenue | (44) | (7,605) | ||||||
| Other long-term liabilities | 1,100 | 170 | ||||||
| Net interest income | (3,861) | (28,097) | ||||||
| Total operating activities | 66,838 | (22,824) | ||||||
| Cash flows from (used in) investing activities | ||||||||
| Additions to property and equipment | (5,226) | (2,840) | ||||||
| Additions to intangible assets | (37,710) | (13,284) | ||||||
Acquisition of business, net of cash acquired | (165) | (6,813) | ||||||
| Interest income | 17,108 | 30,534 | ||||||
| Total investing activities | (25,993) | 7,597 | ||||||
| Cash flows from (used in) financing activities | ||||||||
| Proceeds from exercise of stock options, net of tax withholding for net share settlement | 1,124 | 1,829 | ||||||
| Shares repurchased and cancelled | (86,238) | (39,946) | ||||||
Shares repurchased for settlement of non-treasury RSUs | (30,208) | — | ||||||
Payment of lease liabilities | (6,392) | (6,333) | ||||||
Financing costs | (63) | (45) | ||||||
| Total financing activities | (121,777) | (44,495) | ||||||
Effect of foreign exchange rate changes on cash and cash equivalents | 1,465 | (812) | ||||||
| Net decrease in cash and cash equivalents during the period | (79,467) | (60,534) | ||||||
| Cash and cash equivalents – Beginning of period | 558,469 | 722,102 | ||||||
| Cash and cash equivalents – End of period | 479,002 | 661,568 | ||||||
| Income taxes paid | 3,905 | 4,242 | ||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
4
Lightspeed Commerce Inc. Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Unaudited) | |||||||||||||||||||||||
| For the nine months ended December 31, 2025 and 2024 | |||||||||||||||||||||||
| (expressed in thousands of US dollars, except number of shares) | Issued and Outstanding Shares | ||||||||||||||||||||||
Notes | Number of shares | Amount | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit | Total | |||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||
| Balance as at March 31, 2025 | 146,399,347 | 4,157,395 | 200,634 | (7,462) | (2,686,600) | 1,663,967 | |||||||||||||||||
| Net loss | — | — | — | — | (115,845) | (115,845) | |||||||||||||||||
Exercise of stock options and settlement of share awards | 2,069,998 | 36,587 | (35,463) | — | — | 1,124 | |||||||||||||||||
| Share-based compensation | — | — | 45,657 | — | — | 45,657 | |||||||||||||||||
| Shares repurchased and cancelled | 15 | (9,013,953) | (255,975) | — | — | 182,345 | (73,630) | ||||||||||||||||
Shares repurchased for settlement of non-treasury RSUs | 15 | (2,594,833) | (30,208) | — | — | — | (30,208) | ||||||||||||||||
Settlement of non-treasury RSUs | 15 | 404,758 | 4,709 | (6,917) | — | 2,208 | — | ||||||||||||||||
| Other comprehensive income | 16 | — | — | — | 11,222 | — | 11,222 | ||||||||||||||||
| Balance as at December 31, 2025 | 137,265,317 | 3,912,508 | 203,911 | 3,760 | (2,617,892) | 1,502,287 | |||||||||||||||||
| Balance as at March 31, 2024 | 153,547,616 | 4,362,691 | 213,918 | (4,045) | (2,160,163) | 2,412,401 | |||||||||||||||||
| Net loss | — | — | — | — | (91,253) | (91,253) | |||||||||||||||||
| Exercise of stock options and settlement of share awards, net of shares withheld for taxes | 2,095,915 | 63,229 | (61,400) | — | — | 1,829 | |||||||||||||||||
| Share-based compensation | — | — | 42,983 | — | — | 42,983 | |||||||||||||||||
| Shares repurchased and cancelled | 15 | (2,673,926) | (75,973) | — | — | 36,027 | (39,946) | ||||||||||||||||
| Other comprehensive loss | 16 | — | — | — | (7,429) | — | (7,429) | ||||||||||||||||
| Balance as at December 31, 2024 | 152,969,605 | 4,349,947 | 195,501 | (11,474) | (2,215,389) | 2,318,585 | |||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
5
Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) | ||
December 31, 2025 and 2024 | ||
(expressed in thousands of US dollars, except number of shares and per share amounts) | ||
1. Organization and nature of operations
Lightspeed Commerce Inc. ("Lightspeed" or the "Company") was incorporated on March 21, 2005 under the Canada Business Corporations Act. Its head office is located at Gare Viger, 700 Saint-Antoine St. East, Suite 300, Montréal, Québec, Canada. Lightspeed's one-stop commerce platform provides its customers with the critical functionalities they need to engage with consumers, manage their operations, order their inventory, accept payments, and grow their business. Lightspeed has customers globally in over 100 countries, empowering single- and multi-location small and medium-sized businesses to compete in an omni-channel market environment by engaging with consumers across online, mobile, social, and physical channels.
The Company’s shares are listed on both the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") under the stock symbol "LSPD".
2. Basis of presentation and consolidation
These unaudited condensed interim consolidated financial statements have 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. Certain information and disclosures have been omitted or condensed. These unaudited condensed interim consolidated financial statements should be read together with the Company’s audited annual consolidated financial statements and notes thereto for the fiscal year ended March 31, 2025.
These unaudited condensed interim consolidated financial statements were approved for issue by the Board of Directors of the Company on February 4, 2026.
Seasonality of interim operations
The operations of the Company are seasonal, and the results of operations for any interim period are not necessarily indicative of operations for the full fiscal year or any future period.
Estimates, judgments and assumptions
The preparation of the unaudited condensed interim consolidated financial statements in accordance with IFRS Accounting Standards requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses during the period. These estimates and assumptions are based on historical experience, expectations of the future, and other relevant factors and are reviewed regularly. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future period affected. Actual results may differ from these estimates.
In preparing these unaudited condensed interim consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of uncertainty are the same as those applied and described in the Company’s audited annual consolidated financial statements for the fiscal year ended March 31, 2025.
As at April 1, 2025, the estimated useful lives of the acquired software technologies and customer relationships were revised. Assuming that the intangible assets are held until the end of their revised estimated useful lives, amortization in future years will be increased/(decreased) by the following amounts:
6
Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) | ||
December 31, 2025 and 2024 | ||
(expressed in thousands of US dollars, except number of shares and per share amounts) | ||
| Fiscal Year | $ | |||||||||||||
| 2026 | 47,931 | |||||||||||||
| 2027 | (45,577) | |||||||||||||
| 2028 | (2,354) | |||||||||||||
3. Material accounting policies
The same accounting policies and methods of computation were followed in the preparation of these unaudited condensed interim consolidated financial statements as were followed in the preparation of the most recent audited annual consolidated financial statements.
New and amended material accounting policies issued but not yet effective
As described in the most recent audited annual consolidated financial statements, the Company continues to evaluate the impact of the amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures, and the impact of IFRS 18, Presentation and Disclosure in Financial Statements, on its consolidated financial statements.
4. Revenues
| Three months ended December 31, | Nine months ended December 31, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
$ | $ | $ | $ | ||||||||||||||
| Subscription revenue | 92,951 | 88,064 | 277,356 | 256,914 | |||||||||||||
| Transaction-based revenue | 209,447 | 181,659 | 629,772 | 539,464 | |||||||||||||
| Hardware and other revenue | 9,948 | 10,411 | 29,123 | 27,029 | |||||||||||||
| Total revenues | 312,346 | 280,134 | 936,251 | 823,407 | |||||||||||||
Transaction-based revenue includes $13,689 and $36,301 of revenue from the Company's merchant cash advance program for the three and nine months ended December 31, 2025, respectively (December 31, 2024 – $10,246 and $27,293).
5. Direct cost of revenues
| Three months ended December 31, | Nine months ended December 31, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
$ | $ | $ | $ | ||||||||||||||
| Subscription cost of revenue | 16,523 | 18,385 | 50,966 | 53,901 | |||||||||||||
| Transaction-based cost of revenue | 145,179 | 131,439 | 441,416 | 392,888 | |||||||||||||
| Hardware and other cost of revenue | 17,067 | 14,436 | 46,056 | 38,253 | |||||||||||||
| Total direct cost of revenues | 178,769 | 164,260 | 538,438 | 485,042 | |||||||||||||
7
Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) | ||
December 31, 2025 and 2024 | ||
(expressed in thousands of US dollars, except number of shares and per share amounts) | ||
6. Employee compensation
The total employee compensation comprising salaries and benefits, including share-based compensation and related payroll taxes and severances included in restructuring, excluding government assistance and acquisition-related compensation, for the three and nine months ended December 31, 2025, was $88,931 and $265,750 (December 31, 2024 – $86,831 and $256,786).
The following table outlines share-based compensation and related payroll taxes included in the following expenses:
| Three months ended December 31, | Nine months ended December 31, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| $ | $ | $ | $ | ||||||||||||||
| Direct cost of revenues | 651 | 840 | 1,547 | 2,653 | |||||||||||||
| General and administrative | 5,332 | 4,579 | 14,937 | 14,413 | |||||||||||||
| Research and development | 7,448 | 5,267 | 19,648 | 14,189 | |||||||||||||
| Sales and marketing | 3,072 | 2,879 | 11,768 | 13,511 | |||||||||||||
| Total share-based compensation and related payroll taxes | 16,503 | 13,565 | 47,900 | 44,766 | |||||||||||||
As at December 31, 2025, the Company had 10,896,856 options (320,490 of which have vesting dependent on market conditions tied to the Company's future share price performance), 7,890,059 restricted share units and 242,354 deferred share units outstanding (December 31, 2024 - 10,341,253 options, 6,098,900 restricted share units and 152,158 deferred share units outstanding).
7. Finance income and costs
| Three months ended December 31, | Nine months ended December 31, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
$ | $ | $ | $ | ||||||||||||||
| Interest income | 5,155 | 8,704 | 16,586 | 29,163 | |||||||||||||
Interest expense and finance costs | (304) | (316) | (12,725) | (1,066) | |||||||||||||
| Net interest income | 4,851 | 8,388 | 3,861 | 28,097 | |||||||||||||
Interest expense and finance costs for the three and nine months ended December 31, 2025 includes a loss from the change in fair value of the share repurchase liability related to the automatic share purchase plan (“ASPP”) of nil and $11,800 (December 31, 2024 – nil).
8. Loss per share
The Company has stock options and share awards as potentially dilutive shares. Diluted net loss per share excludes all potentially-dilutive shares if their effect is anti-dilutive. As a result of net losses incurred, all potentially-dilutive shares have been excluded from the calculation of diluted net loss per share because including them would be anti-dilutive; therefore, basic and diluted number of shares are the same for the three and nine months ended December 31, 2025 and 2024. All outstanding potentially dilutive shares could potentially dilute loss per share in the future.
8
Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) | ||
December 31, 2025 and 2024 | ||
(expressed in thousands of US dollars, except number of shares and per share amounts) | ||
| Three months ended December 31, | Nine months ended December 31, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Issued and outstanding Common Shares | 137,265,317 | 152,969,605 | 137,265,317 | 152,969,605 | |||||||||||||
Weighted average number of Common Shares outstanding - basic and diluted | 138,634,403 | 154,283,524 | 139,054,322 | 154,190,673 | |||||||||||||
| Net loss per share – basic and diluted | ($0.24) | ($0.17) | ($0.83) | ($0.59) | |||||||||||||
The issued and outstanding Common Shares as at December 31, 2025 are net of 2,190,075 Common Shares that have been purchased and are held in trust as described in note 15 (December 31, 2024 - nil).
The weighted average number of potentially dilutive shares that are not included in the diluted per share calculations because they would be anti-dilutive was 17,412,055 and 17,447,966 stock options and share awards for the three and nine months ended December 31, 2025 (December 31, 2024 - 15,461,898 and 15,942,449). This weighted average number includes all of the Company's issued and outstanding potentially dilutive shares notwithstanding exercise prices, as applicable.
9. Trade and other receivables
| December 31, 2025 | March 31, 2025 | |||||||
$ | $ | |||||||
| Trade receivables | 31,180 | 39,744 | ||||||
| Allowance for expected credit losses | (6,202) | (6,445) | ||||||
| Trade receivables, net | 24,978 | 33,299 | ||||||
| Research and development tax credits receivable | 9,066 | 7,626 | ||||||
| Sales tax receivable | 4,429 | 9,898 | ||||||
| Accrued interest and other | 1,662 | 2,254 | ||||||
| Total trade and other receivables | 40,135 | 53,077 | ||||||
10. Other current assets
| December 31, 2025 | March 31, 2025 | |||||||
$ | $ | |||||||
| Restricted cash and restricted deposits | 1,539 | 1,364 | ||||||
| Prepaid expenses and deposits | 23,657 | 29,414 | ||||||
| Commission asset | 18,696 | 18,010 | ||||||
| Contract asset and other | 24,449 | 16,908 | ||||||
| Total other current assets | 68,341 | 65,696 | ||||||
9
Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) | ||
December 31, 2025 and 2024 | ||
(expressed in thousands of US dollars, except number of shares and per share amounts) | ||
11. Goodwill
Impairment analysis
During the three months ended December 31, 2025, the Company's annual impairment test of goodwill was performed for the Company's operating segment (the "Segment") which is the level at which management monitors goodwill. Impairment, if any, is determined by assessing the recoverable amount of the Segment and comparing it to the carrying value of the Segment. The Segment's recoverable amount is the higher of the Segment's fair value less costs of disposal and its value in use.
The Company completed its annual impairment test of goodwill as at December 31, 2025 using the Company's fair value less costs of disposal method. This test demonstrated no impairment of goodwill as at December 31, 2025. Fair value less costs of disposal is a Level 3 measurement (see note 18). Fair value less costs of disposal was estimated using an income approach, more specifically, a discounted cash flow model. The discounted cash flow model takes into consideration a five-year financial forecast, which is based on the Company’s actual performance and management’s best estimates of future performance, and calculates a terminal value based on revenues. The cash flows are discounted using a weighted average cost of capital reflecting the market assessment. The costs to sell were estimated to be 2.5% of the fair value amount. The carrying value of the Segment was compared with the fair value less costs of disposal to test for impairment.
The following table presents the key assumptions used in the annual impairment test of goodwill as at December 31, 2025, and the key assumption that would have been required to recover the carrying amount.
| Key Assumptions | Value used in impairment model | Breakeven value assuming all other key assumptions were held constant | |||||||||
| Discount Rate (%) | 16 | % | 27 | % | |||||||
| Terminal Value Multiple | 1.1 | 0.6 | |||||||||
| Revenue Growth Rate (%) | 15 | % | 5 | % | |||||||
Goodwill is more susceptible to impairment risk if business operating results or economic conditions deteriorate. A reduction in the terminal value multiple, an increase in the discount rate or a decrease in the revenue growth rate could cause impairment in the future. The determination of the recoverable amount involves the use of estimates by management and can have a material impact on the respective value and ultimately the amount of any impairment. The Company is required to perform its next annual goodwill impairment analysis on December 31, 2026, or earlier should there be a goodwill impairment trigger before then.
10
Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) | ||
December 31, 2025 and 2024 | ||
(expressed in thousands of US dollars, except number of shares and per share amounts) | ||
12. Other long-term assets
| December 31, 2025 | March 31, 2025 | |||||||
$ | $ | |||||||
| Restricted cash | 475 | 510 | ||||||
| Prepaid expenses and deposits | 4,558 | 5,486 | ||||||
| Commission asset | 19,856 | 18,877 | ||||||
| Contract asset | 12,586 | 15,689 | ||||||
| Total other long-term assets | 37,475 | 40,562 | ||||||
13. Accounts payable and accrued liabilities
| December 31, 2025 | March 31, 2025 | |||||||
| $ | $ | |||||||
| Trade payables and trade accruals | 42,703 | 34,146 | ||||||
| Accrued compensation and benefits | 27,449 | 25,538 | ||||||
| Accrued payroll taxes on share-based compensation | 3,324 | 2,892 | ||||||
| Sales tax payable | 3,647 | 4,655 | ||||||
Provisions and other | 3,240 | 5,844 | ||||||
| Total accounts payable and accrued liabilities | 80,363 | 73,075 | ||||||
14. Contingencies, provisions and commitments
Beginning in October 2021, the Company and certain of the Company's officers and directors were named as defendants to an application for authorization to bring a securities class action filed before the Superior Court of Québec. The application was sought on behalf of purchasers of the Company's securities, and based upon allegations that the defendants made false and/or misleading statements to the public, both on the primary and secondary market. The plaintiffs sought unspecified damages. On June 16, 2025, the Company and the plaintiffs agreed in principle that the Company would pay $7,568 in full and final settlement of the proceedings, inclusive of class counsel fees, notice and administration costs, fees, and expenses relating to the settlement or the litigation. The Company paid the settlement amount of $7,568 in escrow in July 2025. The settlement was approved by the Superior Court of Québec in November 2025.
On October 22, 2021, CloudofChange, LLC, a non-practising entity, filed a patent infringement lawsuit against the Company in the Western District of Texas. The patents at issue in the suit were U.S. Patents Nos. 9,400,640, 10,083,012 and 11,226,793. These patents generally related to web-based point of sale builder systems. Separately, the Company applied for inter partes review of all three patents by the U.S. Patent Trial and Appeal Board (the "PTAB"). The PTAB issued final written decisions finding all asserted claims of all three patents unpatentable and, in December 2025, the PTAB's decisions were affirmed by the United States Court of Appeals for the Federal Circuit. The lawsuit was dismissed by the United States District Court for the Western District of Texas on January 7, 2026.
11
Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) | ||
December 31, 2025 and 2024 | ||
(expressed in thousands of US dollars, except number of shares and per share amounts) | ||
The Company is involved in other litigation and claims in the normal course of business. Management is of the opinion that any resulting provisions and ultimate settlements would not materially affect the financial position and operating results of the Company.
Except as indicated, the Company has not provisioned for the above-referenced matters.
Restructuring
The Company implemented a reorganization to streamline the Company's operating model while continuing to focus on profitable growth. The restructuring expense consisted primarily of cash severance costs.
Provision for severance
| Nine months ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| $ | $ | ||||||||||
| Balance - Beginning of period | 1,715 | 2,591 | |||||||||
| Expensed during the period | 4,213 | 16,073 | |||||||||
| Paid during the period | (4,644) | (15,188) | |||||||||
| Balance - End of period | 1,284 | 3,476 | |||||||||
The provision is included in accounts payable and accrued liabilities in the provisions and other category in note 13.
Commitments
During the nine months ended December 31, 2025, the Company increased its significant commitments from those disclosed in its audited annual consolidated financial statements for the fiscal year ended March 31, 2025. The Company renegotiated certain contracts with a service provider which include additional commitments totalling $46,000 over the next five fiscal years.
15. Share capital
The Company’s authorized share capital consists of (i) an unlimited number of Subordinate Voting Shares and (ii) an unlimited number of preferred shares, issuable in series. All references to "Common Shares" refer to Subordinate Voting Shares in the capital of Lightspeed.
Normal Course Issuer Bid
The TSX and the Board of Directors of the Company approved the renewal of the Company's normal course issuer bid ("NCIB") to purchase at its discretion for cancellation up to 9,013,953 Subordinate Voting Shares of the Company, representing approximately 10% of the Company's "public float" (as defined in the TSX Company Manual) of Subordinate Voting Shares issued and outstanding as at March 21, 2025, over the twelve-month period commencing on April 5, 2025 and ending no later than April 4, 2026.
Under the NCIB, other than purchases made under block purchase exemptions, the Company is allowed, subject to applicable securities laws, to purchase daily, through the facilities of the TSX, a maximum of 153,504 Subordinate Voting Shares representing 25% of the average daily trading volume of 614,018 Subordinate Voting Shares, as calculated per the TSX rules for the six-month period ended on February 28, 2025.
12
Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) | ||
December 31, 2025 and 2024 | ||
(expressed in thousands of US dollars, except number of shares and per share amounts) | ||
In connection with the NCIB, the Company also entered into an ASPP under which a designated broker may purchase Subordinate Voting Shares at times when the Company would ordinarily not be permitted to purchase its Subordinate Voting Shares due to regulatory restrictions and customary self-imposed blackout periods. Any repurchases made under the ASPP are made in accordance with certain purchasing parameters.
During the nine months ended December 31, 2025, under the NCIB and pursuant to the ASPP, the Company repurchased and cancelled 9,013,953 Subordinate Voting Shares representing the total authorized amount pursuant to the NCIB for a total consideration, including transaction costs, of $85,430 (December 31, 2024 - 2,673,926 Subordinate Voting Shares for a total consideration, including transaction costs, of $39,946). Interest expense and finance costs for the nine months ended December 31, 2025 includes a loss from the change in fair value of the share repurchase liability related to the ASPP of $11,800. There was no share repurchase liability outstanding as at December 31, 2025.
Common Shares purchased for settlement of non-treasury RSUs
Non-treasury RSUs have the same features as RSUs, except that they can either be settled in cash based on the Company’s share price on the settlement date, or through the delivery of Common Shares purchased on the open market, at the Company's option. For the three and nine months ended December 31, 2025, the non-treasury RSUs were settled in Common Shares purchased on the open market.
The Company has established a trust for the purpose of settling vested non-treasury RSUs. For non-treasury RSUs, the Company directs the trustee to purchase Common Shares of the Company on the open market to be held in trust for and on behalf of the holders of non-treasury RSUs until they are released and delivered for settlement. For accounting purposes, the Common Shares are considered as held in treasury, and recorded as a temporary reduction of Common Shares outstanding and as a temporary reduction of share capital equal to the consideration paid, including transaction costs. Upon delivery of the Common Shares for settlement of the non-treasury RSUs, the number of Common Shares outstanding is increased, offsetting the initial temporary reduction of Common Shares outstanding, and the amount in contributed surplus associated with the non-treasury RSUs being settled is transferred to share capital, offsetting the initial temporary reduction of share capital. Any difference between the contributed surplus and the initial temporary reduction of share capital is recorded in accumulated deficit. As at December 31, 2025, a total of 2,190,075 Common Shares purchased for settlement of non-treasury RSUs were considered as held in treasury and recorded as a temporary reduction of outstanding Common Shares and share capital (December 31, 2024 - nil Common Shares).
16. Accumulated other comprehensive income (loss)
| Foreign currency differences on translation of foreign operations | Hedging reserve | Total accumulated other comprehensive income (loss) | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Balance as at March 31, | (4,966) | (4,234) | (2,496) | 189 | (7,462) | (4,045) | ||||||||||||||||||||
| Foreign currency differences on translation of foreign operations | 8,214 | (3,662) | — | — | 8,214 | (3,662) | ||||||||||||||||||||
| Change in net unrealized gain (loss) on cash flow hedging instruments | — | — | 3,192 | (3,835) | 3,192 | (3,835) | ||||||||||||||||||||
Deferred income tax recovery (expense) | — | — | (184) | 68 | (184) | 68 | ||||||||||||||||||||
| Balance as at December 31, | 3,248 | (7,896) | 512 | (3,578) | 3,760 | (11,474) | ||||||||||||||||||||
13
Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) | ||
December 31, 2025 and 2024 | ||
(expressed in thousands of US dollars, except number of shares and per share amounts) | ||
Foreign exchange forward contracts
The Company designates certain foreign exchange forward contracts as cash flow hedges when all the requirements in IFRS 9, Financial Instruments are met. The Company's currency pair used for cash flow hedges is US dollar / Canadian dollar. The notional principal of the foreign exchange contracts was $62,500 CAD as at December 31, 2025 (March 31, 2025 - $113,750 CAD).
17. Related party transactions
Key management personnel includes executive officers. Other related parties include close family members of the key management personnel and entities controlled by the key management personnel.
The executive compensation expense to the top five key management personnel is as follows:
| Three months ended December 31, | Nine months ended December 31, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| $ | $ | $ | $ | ||||||||||||||
Short-term employee benefits | 774 | 547 | 2,462 | 1,854 | |||||||||||||
| Share-based payments | 2,489 | 2,954 | 8,850 | 9,469 | |||||||||||||
| Total compensation paid to key management personnel | 3,263 | 3,501 | 11,312 | 11,323 | |||||||||||||
18. Financial instruments
Fair value
The Company measures the fair value of its financial assets and financial liabilities using a fair value hierarchy. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value. The different levels of the fair value hierarchy are defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Other techniques for which inputs are based on quoted prices for identical or similar instruments in markets that are not active, quoted prices for similar instruments in active markets, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the asset or liability;
Level 3: Techniques which use inputs that have a significant effect on the recognized fair value that require the Company to use its own assumptions about market participant assumptions.
The Company estimated the fair value of its financial instruments as described below.
The fair value of cash and cash equivalents, restricted cash and restricted deposits, trade receivables and trade payables and accrued liabilities is considered to be equal to their respective carrying values due to their short-term maturities.
14
Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) | ||
December 31, 2025 and 2024 | ||
(expressed in thousands of US dollars, except number of shares and per share amounts) | ||
Recurring fair value measurements
The fair value of foreign exchange forward contracts was determined based on Level 2 inputs, which included period-end mid-market quotations for each underlying contract as calculated by the financial institution with which the Company has transacted. The quotations represent the discounted future settlement amounts based on current market rates.
The fair value of merchant cash advances was determined based on Level 3 inputs by calculating the present value of the future estimated cash flows based on the terms of the agreements. Key assumptions for the nine months ended December 31, 2025 include an average repayment period of 7 months, an average discount rate, over the repayment period, of 14% and amounts deemed uncollectible, which includes write offs, of $10,061. No reasonably possible change in the key assumptions would lead to a significant change in the fair value of merchant cash advances due to their expected short-term repayment periods.
The movement in the merchant cash advances is as follows:
| Nine months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
$ | $ | |||||||
| Balance - Beginning of period | 106,169 | 74,236 | ||||||
Principal issued | 257,520 | 207,061 | ||||||
| Amounts collected | (284,287) | (197,552) | ||||||
Transaction-based revenues from fees collected incorporating fair value movement | 36,301 | 27,293 | ||||||
General & administrative expenses from amounts deemed uncollectible | (10,061) | (9,722) | ||||||
| Balance - End of period | 105,642 | 101,316 | ||||||
As at December 31 and March 31, 2025, the fair value of the financial instruments measured at fair value in the consolidated balance sheets were as follows:
| December 31, 2025 | March 31, 2025 | ||||||||||||||||||||||
Fair value hierarchy | Carrying amount | Fair value | Fair value hierarchy | Carrying amount | Fair value | ||||||||||||||||||
$ | $ | $ | $ | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Cash and cash equivalents | Level 1 | 479,002 | 479,002 | Level 1 | 558,469 | 558,469 | |||||||||||||||||
| Restricted cash and restricted deposits | Level 1 | 2,014 | 2,014 | Level 1 | 1,874 | 1,874 | |||||||||||||||||
| Merchant cash advances | Level 3 | 105,642 | 105,642 | Level 3 | 106,169 | 106,169 | |||||||||||||||||
| Foreign exchange forward contracts | Level 2 | 696 | 696 | Level 2 | 0 | 0 | |||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Foreign exchange forward contracts | Level 2 | 0 | 0 | Level 2 | 2,496 | 2,496 | |||||||||||||||||
15