STOCK TITAN

Octave Intelligence (OCTV) books $2.1B impairment but grows ARR and cash flow

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Octave Intelligence plc reported second quarter 2026 results showing a mixed picture of solid recurring growth and a very large non-cash impairment. Total revenue was $398 million, down 4% year over year as reported, while recurring revenue reached $283 million, up 6% on an as-reported and organic constant-currency basis. Annualized recurring revenue (ARR) was $1,143 million, a 7% increase from $1,066 million a year earlier, and management highlighted recurring revenue and ARR as the key indicators of underlying performance.

Profitability on a GAAP basis was heavily impacted by $2,135 million in non-cash impairment charges, producing an operating loss of $2,070 million and a net loss of $1,971 million, or $(7.34) per share. These charges included a $1,671 million goodwill impairment after market capitalization fell below carrying value and a $464 million impairment of trademarks tied to rebranding, and did not affect cash flow or debt covenants. Excluding these and other adjustments, adjusted income from operations was $116 million with a 29% adjusted operating margin, and adjusted net income was $95 million, or $0.36 per share.

Cash generation remained strong. Cash flow from operations was $125 million with a 31% margin and free cash flow was $93 million, a 23% margin. At June 30, 2026, the company held $304 million in cash and cash equivalents and $644 million of total debt, following completion of its spin-off from Hexagon AB and listing of its Class B ordinary shares in New York and Swedish depositary receipts in Stockholm. For full year 2026, Octave guided to $1.635–$1.665 billion in revenue, ARR of $1.185–$1.205 billion (6–8% organic constant-currency ARR growth), an adjusted operating margin of about 30% and free cash flow margin of about 20%.

Positive

  • ARR and recurring revenue growing: Annualized recurring revenue reached $1,143 million, up 7% year over year, and Q2 recurring revenue was $283 million, up 6%, supporting the shift toward a recurring business model.
  • Strong cash generation: Cash flow from operations was $125 million (31% margin) and free cash flow was $93 million (23% margin) in Q2, indicating robust liquidity despite GAAP losses.
  • Solid underlying profitability on an adjusted basis: Adjusted income from operations of $116 million delivered a 29% adjusted operating margin, and adjusted EPS was $0.36, flat year over year.
  • Guided to healthy 2026 margins and ARR growth: Full-year guidance calls for $1.635–$1.665 billion in revenue, 6–8% organic constant-currency ARR growth, and about 30% adjusted operating margin with ~20% free cash flow margin.

Negative

  • Large non-cash impairments driving huge GAAP loss: Q2 included $2,135 million in impairment charges, leading to a GAAP net loss of $1,971 million and a $(7.34) loss per share.
  • Goodwill and trademark write-downs signal lower carrying values: The company recorded a $1,671 million goodwill impairment and a $464 million trademark impairment after market capitalization remained below balance sheet carrying value and brands were reassessed.
  • Revenue declined year over year: Total Q2 revenue of $398 million fell 4% as reported and 1% on an organic constant-currency basis, with notable declines in licenses and services.
  • Leverage introduced post spin-off: As of June 30, 2026, Octave had $644 million of total debt against $304 million of cash, reflecting new borrowings and a $625 million cash payment to Hexagon in connection with the distribution.

Filing Explained

This August 12 Form 8-K furnishes initial Q3 2026 guidance; these are forward-looking expectations, not completed Q3 results or a committed structural change.

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.
Total revenue Q2 2026 $398 million Quarter ended June 30, 2026; down 4% as reported year over year
Annualized recurring revenue $1,143 million ARR as of Q2 2026, up from $1,066 million in Q2 2025
Impairment charges $2,135 million Non-cash impairments in Q2 2026, including goodwill and trademarks
Net income (loss) Q2 2026 $(1,970,678) thousand GAAP net loss for the quarter ended June 30, 2026
Adjusted net income Q2 2026 $95,412 thousand Non-GAAP adjusted net income for Q2 2026
Free cash flow Q2 2026 $93,498 thousand Free cash flow in Q2 2026 with a 23% margin
Cash and cash equivalents $304,147 thousand Balance as of June 30, 2026
Total debt $644 million Total debt at June 30, 2026, per balance sheet discussion
Annualized Recurring Revenue (ARR) financial
"Annualized recurring revenue (“ARR”) of $1,143 million, compared to $1,066 million"
Annualized recurring revenue (ARR) is the predictable amount of income a business expects to earn from ongoing customer subscriptions or contracts over a year. It provides a clear picture of the company's steady revenue stream, much like estimating the annual salary based on consistent monthly pay. Investors use ARR to gauge the company's growth and stability over time.
goodwill impairment financial
"resulting in a $1,671 million non-cash goodwill impairment charge"
Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.
free cash flow financial
"Cash flow from operations of $125 million and Free cash flow of $93 million"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
organic constant currency growth financial
"a decrease of 1% on an organic constant currency basis"
Growth in sales or revenue that shows how a company’s core business is performing by excluding gains or losses from acquisitions, disposals and other one-time events, and by removing the effects of foreign-exchange swings so results are reported as if currency rates had not changed. Investors use it like a “same-store” comparison stretched across countries — it reveals the underlying operating momentum without noise from deals or currency moves.
Adjusted operating margin financial
"Adjusted operating margin | | 29% | | 31%"
Adjusted operating margin shows how much profit a company makes from its core business activities, after removing unusual or one-time costs and income. It helps investors see the company's true profitability by providing a clearer picture, similar to removing unexpected expenses to understand the regular performance. This metric is useful for comparing companies or tracking performance over time, as it highlights consistent earning power.
stand-up costs financial
"Stand-up costs include expenses associated with the spin-off and stand up"
Total revenue Q2 2026 $398.4 million -4% as reported year over year
ARR $1,143 million +7% year over year
GAAP net income (loss) Q2 2026 $(1,970.7 million) down from $75.2 million profit in Q2 2025
Adjusted net income Q2 2026 $95.4 million slightly below $98.3 million in Q2 2025
Free cash flow Q2 2026 $93.5 million up from $86.9 million in Q2 2025
Guidance

For 2026, Octave targets revenue of $1.635–$1.665 billion, ARR of $1.185–$1.205 billion with 6–8% organic constant-currency ARR growth, recurring revenue of $1.140–$1.150 billion with 5–6% organic constant-currency growth, ~27% adjusted operating margin in Q3 and ~30% for the full year, and ~20% free cash flow margin.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

How did Octave Intelligence (OCTV) perform financially in Q2 2026?

Octave reported $398 million in Q2 2026 revenue, down 4% year over year, and a GAAP net loss of $1,971 million due to $2,135 million in non-cash impairment charges. Adjusted net income was $95 million with $0.36 adjusted EPS.

Why did Octave Intelligence (OCTV) record such a large impairment in Q2 2026?

Octave recorded $2,135 million in non-cash impairment charges, including a $1,671 million goodwill impairment after market capitalization stayed below carrying value and a $464 million trademark impairment tied to rebranding. The company stated these did not affect cash flows or debt covenant compliance.

How strong was Octave Intelligence (OCTV)’s cash flow in Q2 2026?

Cash flow from operations was $125 million in Q2 2026 with a 31% margin, and free cash flow was $93 million with a 23% margin. For the first half, free cash flow totaled $175.5 million, demonstrating solid cash generation.

What guidance did Octave Intelligence (OCTV) give for full year 2026?

For 2026, Octave guided to revenue of $1.635–$1.665 billion, ARR of $1.185–$1.205 billion with 6–8% organic constant-currency growth, recurring revenue of $1.140–$1.150 billion, ~30% adjusted operating margin, and about 20% free cash flow margin.

What is Octave Intelligence (OCTV)’s balance sheet position after the spin-off?

At June 30, 2026, Octave reported $304 million in cash and cash equivalents and $644 million in total debt. Total equity was $5.08 billion after issuing ordinary shares and making a $625 million cash payment to Hexagon related to the distribution.

How did non-GAAP profitability for Octave Intelligence (OCTV) compare to GAAP results in Q2 2026?

While GAAP operating loss was $2,069.9 million, adjusted income from operations was $116.0 million with a 29% adjusted operating margin. GAAP EPS was $(7.34) versus $0.36 adjusted EPS, reflecting exclusion of impairments and other items.
FALSE000208363200020836322026-08-122026-08-12

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): August 12, 2026
Octive Logo.jpg
Octave Intelligence plc
(Exact Name of Registrant as Specified in its Charter)
Ireland001-4312498-1878833
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification Number)
305 Intergraph Way, Madison, Alabama 35758
(Address of principal executive offices, including zip code)
(256) 730-2000
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Class B Ordinary Shares, $0.01 Par ValueOCTVThe Nasdaq Stock Market LLC
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 (see General Instruction A.2. below):
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))
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 August 12, 2026, Octave Intelligence plc issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference in its entirety.
The information in this Item 2.02 and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description of Exhibits
99.1
Press release of Octave Intelligence plc dated August 12, 2026
104Cover Page Interactive Data File (formatted as inline XBRL)



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 hereunto duly authorized.
Octave Intelligence plc
Date:August 12, 2026By:/s/ Mattias Stenberg
Name:Mattias Stenberg
Title:Chief Executive Officer

Exhibit 99.1
octivelogo.jpg
Octave Announces Second Quarter 2026 Financial Results
Total revenue of $398 million, a decrease of 4% on a quarterly as-reported year-over-year basis and a decrease of 1% on an organic constant currency basis
Recurring revenue of $283 million, an increase of 6% on a quarterly as-reported year-over-year basis and organic constant currency basis
Annualized recurring revenue (“ARR”) of $1,143 million, compared to $1,066 million in the prior year, an increase of 7% year-over-year
Cash flow from operations of $125 million and Free cash flow of $93 million

HUNTSVILLE, Alabama, August 12, 2026 -- Octave Intelligence plc (Nasdaq New York: OCTV and Nasdaq Stockholm: OCTV SDB), today announced financial results for the second quarter 2026, ended June 30, 2026.

"Our second quarter results reflect the continued momentum we are building as a newly independent company, with ARR of $1,143 million, up 7% year-over-year, and SaaS revenue growth of 21%," said Mattias Stenberg, Chief Executive Officer of Octave. 

"We are moving faster and investing with focus, delivering strong free cash flow in the quarter while executing on our go-to-market priorities and deepening the platform and agentic capabilities that make our customers' operating context more valuable to them. The deliberate shift in our business model means recurring revenue growth and ARR are the better indicators of underlying performance than reported total revenue. We remain confident in the path and the medium-term financial objectives we shared at our March investor day" 

Second Quarter 2026 Financial Highlights and Key Business Metrics:

 USD millions, except EPS and percentagesQ2 2026Q2 2025
Total revenue$398$413
Annualized recurring revenue (ARR)$1,143$1,066
Income (loss) from operations$(2,070)$97
Operating margin(520)%23%
Adjusted income from operations$116$129
Adjusted operating margin 29%31%
Net income (loss)$(1,971)$75
Adjusted net income$95$98
Earnings per share$(7.34)$0.28
Adjusted earnings per share$0.36$0.36
Cash flow from operations$125$123
 Cash flow from operations margin31%30%
Free cash flow$93$87
Free cash flow margin23%21%



Recent Business Highlights

In July, Octave launched Octave CoLabs, a collaborative innovation program that pairs Octave's product and technical leadership with customer teams to build agentic AI workflows on customers' own operational data. Initial participants include Bechtel and Fluor.
In May, Octave completed its separation from Hexagon AB and its Class B ordinary shares commenced trading on the Nasdaq Global Select Market in New York under the ticker symbol "OCTV," and its Swedish Depositary Receipts commenced trading on the Nasdaq Stockholm under the ticker symbol “OCTV SDB”. This marked the culmination of a multi-year process to establish Octave as an independent, pure-play enterprise software company serving asset-intensive industries and the public sector.
In May, Octave announced it acquired VXG Inc., a provider of enterprise-grade, cloud-native video management software, to strengthen its physical security portfolio and build upon AI-enhanced cloud capabilities in its Protect workflow environment, expanding its software offerings for protecting people, places, and assets.

Balance Sheet

At June 30, 2026, total cash and cash equivalents was $304 million and total debt was $644 million.

Second quarter financial results include non-cash impairment charges totaling $2,135 million, recorded in Other operating expense (income), net. Following the commencement of regular-way trading of the Company's Class B Ordinary Shares, Octave's market capitalization remained below the Company carrying value on its consolidated balance sheet at June 30, 2026. Management considered this to be a triggering event requiring an interim goodwill impairment assessment as of June 30, 2026, resulting in a $1,671 million non-cash goodwill impairment charge. Separately, in connection with the approval of the spin-off and the phase-out of legacy brands and the transition to a unified Octave brand, the Company reassessed the useful lives and fair value of its trademarks, resulting in a $464 million non-cash impairment charge and a change from indefinite to finite useful lives.

These charges did not result in any current cash expenditure and did not affect the Company's cash flows or compliance with the financial covenants under the Company's Credit Agreement, nor are they indicative of any changes to the operating outlook for the business.

Consistent with the Company's definitions of its non-GAAP measures, impairment charges are excluded from Adjusted income from operations, Adjusted operating margin, Adjusted net income and Adjusted earnings per share.

Third Quarter and Full Year 2026 Guidance

Octave provided initial third quarter and full year 2026 financial guidance and expectations for certain key business metrics as set out below.

Q3 2026Full Year 2026
Total revenue$400 - $410$1,635 - $1,665
Annualized recurring revenue (ARR)N/A$1,185 - $1,205
Total revenue growth y/y (organic, constant currency)2 - 4%0 - 2%
ARR growth y/y (organic, constant currency)N/A6 - 8%
Recurring revenue$285 - $290$1,140 - $1,150
Recurring revenue growth y/y (organic, constant currency)3 - 5%5 - 6%
Adjusted Operating Margin~27%~30%
Free Cash Flow MarginN/A~20%
See the section entitled "Explanation of Non-GAAP Financial Measures" and the reconciliation of GAAP measures to non-GAAP measures at the end of this release.



Conference Call Information

Octave will host a conference call today, August 12, 2026, to discuss its results at 8:00 a.m. Eastern time. The call will be available live via webcast on Octave’s website at https://investors.octave.com. A webcast replay of the event will also be available at https://investors.octave.com

Date: August 12, 2026
Time: 8:00 a.m. ET; 14:00 CEST

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical fact, including, without limitation, statements regarding our financial guidance, expected revenue, annual recurring revenue, recurring revenue, Adjusted operating margin, Adjusted net income per share, weighted average shares outstanding, Free Cash Flow margin, future financial position, results of operations, business strategy, budgets, projected costs, plans and objectives of management for future operations, are forward-looking statements. Use of words such as “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “anticipates,” “continues,” “forecasts,” “target,” “outlook,” “objective,” “goal” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance.

Forward-looking statements are based on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives and financial needs, and on a number of assumptions. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, among other things, customer demand for our software solutions, subscription license activity, SaaS adoption, pricing and packaging initiatives, macroeconomic conditions, our ability to identify, consummate and successfully integrate strategic acquisitions, our ability to successfully operate as an independent public company following the spin-off from Hexagon, the timing and costs associated with separation-related activities, our ability to generate sufficient cash flows and comply with the terms of our indebtedness, our ability to execute our growth strategies, and other risks and uncertainties included under the section titled “Risk Factors” in the Information Statement attached as Exhibit 99.1 to Octave’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2026 available on our investor relations website at investors.octave.com and on the SEC website at www.sec.gov. Additional information will also be set forth in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and those discussed in other documents we file with the SEC. All information provided in this press release and in the attachments is as of August 12, 2026. You should not rely upon forward‑looking statements as predictions of future events. We cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward‑looking statements will be achieved or occur, including any expected or targeted financial or operating results. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward‑looking statements. Except as required by law, we undertake no obligation to update publicly any forward‑looking statements for any reason after the date of this press release to conform these statements to actual results or to changes in our expectations.

Investor Relations Contact
Elizabeth Chwalk, VP, Investor Relations, elizabeth.chwalk@octave.com
investors@octave.com

This information is information that Octave Intelligence plc is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 13:00 CEST on 12 August 2026.

Media: media@octave.com

###



OCTAVE INTELLIGENCE PLC
Condensed Consolidated Balance Sheets (Unaudited)
In thousands (except per share amounts)
As of
June 30, 2026December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents$304,147 $156,069 
Accounts receivable, net375,640 400,686 
Prepaids and other current assets98,300 100,008 
Total current assets778,087 656,763 
Property and equipment, net23,417 54,642 
Property and equipment held for sale30,888 — 
Operating lease right-of-use assets52,037 50,605 
Goodwill4,554,993 6,221,366 
Intangible assets, net1,161,836 1,649,408 
Deferred income taxes31,441 29,903 
Other noncurrent assets57,051 33,564 
Total assets$6,689,750 $8,696,251 
LIABILITIES
Current liabilities:
Accounts payable$54,834 $48,765 
Accrued compensation90,328 113,532 
Deferred revenue436,983 380,612 
Operating lease liabilities13,991 15,683 
Other current liabilities160,153 94,282 
Total current liabilities756,289 652,874 
Long-term debt621,284 — 
Operating lease liabilities - noncurrent39,604 36,770 
Deferred income taxes152,584 269,152 
Other noncurrent liabilities40,039 59,820 
Total liabilities1,609,800 1,018,616 
EQUITY
Preferred shares, $0.01 par value; 1,000,000 shares authorized; no shares issued— — 
Class A Ordinary Shares, $0.01 par value; 4,500,000 shares authorized110 — 
Class B Ordinary Shares, $0.01 par value; 4,500,000 shares authorized2,574 — 
Additional paid-in-capital6,783,958 — 
Net investment by Hexagon— 7,749,558 
Retained earnings(1,629,928)— 
Accumulated other comprehensive loss(76,764)(71,923)
Total equity5,079,950 7,677,635 
Total liabilities and equity$6,689,750 $8,696,251 



OCTAVE INTELLIGENCE PLC
Condensed Consolidated Statements of Operations (Unaudited)
In thousands (except per share amounts)
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenue:
Subscriptions$282,813 $267,334 $561,993 $526,166 
Licenses 39,104 50,983 74,229 93,622 
Subscriptions and licenses321,917 318,317 636,222 619,788 
Services and other76,497 95,024 148,693 176,357 
Total revenue 398,414 413,341 784,915 796,145 
Cost of revenue:
Cost of subscriptions and licenses39,980 41,724 83,766 81,208 
Cost of services and other52,783 65,190 97,820 125,268 
Total cost of revenue 92,763 106,914 181,586 206,476 
Gross profit 305,651 306,427 603,329 589,669 
Operating expenses:
Research and development54,578 46,442 102,064 89,844 
Sales and marketing99,973 97,903 196,493 186,541 
General and administrative 39,469 43,467 82,061 79,859 
Amortization of intangible assets44,570 38,284 87,563 75,637 
Other operating expense (income), net2,136,986 (16,529)2,141,439 (12,976)
Total operating expenses2,375,576 209,567 2,609,620 418,905 
Income (loss) from operations (2,069,925)96,860 (2,006,291)170,764 
Other income (expense), net3,754 (340)4,102 211 
Interest expense, net(1,757)— (1,757)— 
Income (loss) before income tax (2,067,928)96,520 (2,003,946)170,975 
Provision (benefit) for income taxes(97,250)21,352 (80,649)36,321 
Net income (loss)$(1,970,678)$75,168 $(1,923,297)$134,654 
Earnings per share - basic and diluted$(7.34)$0.28 $(7.16)$0.50 
Weighted average ordinary shares outstanding - basic and diluted268,438268,438268,438268,438




OCTAVE INTELLIGENCE PLC
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
In thousands
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net income (loss)$(1,970,678)$75,168 $(1,923,297)$134,654 
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments2,797 30,335 (4,841)46,516 
Total other comprehensive income (loss), net of taxes2,797 30,335 (4,841)46,516 
Comprehensive income (loss)$(1,967,881)$105,503 $(1,928,138)$181,170 




OCTAVE INTELLIGENCE PLC
Condensed Consolidated Statements of Equity (Unaudited)
In thousands
Class A Ordinary SharesClass B Ordinary SharesAdditional paid-in-capitalNet investment by HexagonRetained earningsAccumulated other comprehensive income (loss)Total equity
SharesAmountSharesAmount
Balance as of December 31, 2024 $  $ $ $7,795,874 $ $(122,187)$7,673,687 
Net income— — — — — 59,486 — — 59,486 
Foreign currency translation adjustments— — — — — — — 16,181 16,181 
Net transfers to Hexagon— — — — — (71,575)— — (71,575)
Balance as of March 31, 2025 $  $ $ $7,783,785 $ $(106,006)$7,677,779 
Net income— — — — — 75,168 — — 75,168 
Foreign currency translation adjustments— — — — — — — 30,335 30,335 
Net transfers to Hexagon— — — — — (87,819)— — (87,819)
Balance as of June 30, 2025 $  $ $ $7,771,134 $ $(75,671)$7,695,463 
Class A ordinary sharesClass B ordinary sharesAdditional paid-in-capitalNet investment by HexagonRetained earningsAccumulated other comprehensive income (loss)Total equity
SharesAmountSharesAmount
Balance as of December 31, 2025 $  $ $ $7,749,558 $ $(71,923)$7,677,635 
Net income— — — — — 47,381 — — 47,381 
Foreign currency translation adjustments— — — — — — — (7,638)(7,638)
Net transfers to Hexagon— — — — — (56,753)— — (56,753)
Balance as of March 31, 2026 $  $ $ $7,740,186 $ $(79,561)$7,660,625 
Net loss— — — — — (340,750)(1,629,928)— (1,970,678)
Foreign currency translation adjustments— — — — — — — 2,797 2,797 
Net transfers from Hexagon— — — — — 10,821 — — 10,821 
Cash payment to Hexagon in connection with the Distribution— — — — — (625,000)— — (625,000)
Issuance of Ordinary Shares in connection with the Distribution11,025 110 257,413 2,574 6,782,573 (6,785,257)— — — 
Stock-based compensation expense— — — — 1,385 — — — 1,385 
Balance as of June 30, 202611,025 $110 257,413 $2,574 $6,783,958 $ $(1,629,928)$(76,764)$5,079,950 



OCTAVE INTELLIGENCE PLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
In thousands
Six Months Ended June 30,
20262025
Cash flows from operating activities:
Net income (loss)$(1,923,297)$134,654 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization93,416 81,648 
Stock-based compensation expense6,703 6,802 
Deferred income taxes(97,472)12,183 
Impairment charges2,134,660 — 
Remeasurement of contingent consideration reserves(2,622)(12,544)
Restructuring charges(10,103)(975)
Other(112)1,546 
Changes in assets and liabilities, net of effect from acquisitions:
Accounts receivable22,678 17,979 
Prepaids and other current assets2,382 (5,979)
Accounts payable4,080 (396)
Accrued compensation(23,204)(14,969)
Deferred revenue31,492 29,972 
Other assets and liabilities2,277 (1,403)
Net cash provided by operating activities240,878 248,518 
Cash flows from investing activities:
Purchases of property and equipment(5,095)(3,540)
Capitalization of software development costs(60,271)(66,443)
Acquisitions, net of cash acquired(11,115)(16,751)
Purchases of investments(15,000)— 
Proceeds from divestitures— 4,136 
Other(773)(1,305)
Net cash used in investing activities(92,254)(83,903)
Cash flows from financing activities:
Proceeds from issuance of term loans524,420 — 
Proceeds from revolving credit facility149,070 — 
Repayment of revolving credit facility(46,500)— 
Debt issuance costs(3,779)— 
Net transfers to Hexagon(16,048)(166,195)
Cash payment to Hexagon in connection with the Distribution(625,000)— 
Payment of contingent consideration(606)— 
Proceeds from other short-term borrowings22,903  
Net cash provided by (used in) financing activities4,460 (166,195)
Effect of foreign exchange rate changes on cash and cash equivalents(5,006)6,015 
Net increase in cash and cash equivalents 148,078 4,435 
Cash and cash equivalents at beginning of period156,069 97,214 
Cash and cash equivalents at end of period$304,147 $101,649 



DEFINITIONS OF KEY BUSINESS METRICS
We believe the presentation of key business metrics provides incremental useful information to investors regarding our results of operations. To the extent material, we disclose below the additional purposes, if any, for which our management uses these key business metrics. Our key business metrics may vary significantly from period-to-period for reasons unrelated to our operating performance and may differ from similarly titled measures presented by other companies. These metrics are based on management calculations derived from available operational data.
Recurring revenues includes monthly subscription licenses, SaaS-based subscriptions and maintenance subscriptions.
Annualized Recurring Revenue (“ARR”) is a key business metric we use to evaluate the scale and growth of our business as well as to assist in the evaluation of underlying trends in our business. ARR represents the annualized value of recurring revenue from our subscription licenses, SaaS-based subscriptions and maintenance subscriptions. It excludes revenue from perpetual software licenses, non-recurring services and other revenues. The company calculates ARR as the sum of: (i) the annualized value of monthly recurring revenue recognized from SaaS-based subscriptions and maintenance subscriptions in the last month of the most recently completed quarter, plus (ii) the annualized value of recurring revenue recognized from subscription licenses in the most recently completed quarter.
EXPLANATION OF NON-GAAP FINANCIAL MEASURES
Below are definitions and reconciliations of certain non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP. Management believes that, when considered together with reported amounts, these measures are useful to investors and management in understanding our ongoing operations and in the analysis of ongoing operating trends. Management believes these non-GAAP financial measures provide investors with a more meaningful measure of company performance period-to-period, align the measures to how management evaluates performance internally, and make it easier for investors to compare our performance to peers. These measures should be considered in addition to, and not as replacements for, the most directly comparable U.S. GAAP measure. The non-GAAP financial measures we use are as follows:
Adjusted Income from Operations—Income (Loss) from Operations
Adjusted income from operations is defined as Income (loss) from operations adjusted for amortization of acquired intangibles; amortization of developed technologies; stock-based compensation expense; impairment charges; acquisition costs and charges; restructuring charges; stand-up costs; and select other non-recurring items.
Adjusted Operating Margin—Operating Margin
Adjusted operating margin is defined as Operating margin adjusted for amortization of acquired intangibles; amortization of developed technologies; stock-based compensation expense; impairment charges; acquisition costs and charges; restructuring charges; stand-up costs; and select other non-recurring items.
Adjusted Net Income—Net Income (Loss)
Adjusted net income is defined as Net income (loss) adjusted for amortization of acquired intangibles; amortization of developed technologies; stock-based compensation expense; impairment charges; acquisition costs and charges; restructuring charges; stand-up costs; select other non-recurring items; and a corresponding adjustment to income tax expense for the impact of these adjustments.
Adjusted Earnings per share—Earnings per share
Adjusted earnings per share is defined as Adjusted net income divided by the weighted-average number of ordinary shares outstanding for the period, presented on a diluted basis.



Free Cash Flow—Cash Flow from Operations
Free cash flow is defined as cash flow from operations net of capital expenditures, including purchases of property and equipment and capitalization of software development costs. These expenditures consist primarily of facility improvements, office equipment, computer equipment, and software development costs. We believe that free cash flow, in conjunction with cash from operations, is a useful measure of liquidity since capital expenditures are a necessary component of ongoing operations. Free cash flow is not a measure of cash available for discretionary expenditures.
Free Cash Flow Margin—Cash Flow from Operations Margin
Free cash flow margin is defined as free cash flow divided by revenue. We believe that free cash flow margin, in conjunction with cash from operations and free cash flow, is a useful measure of liquidity since capital expenditures are a necessary component of ongoing operations. Free cash flow is not a measure of cash available for discretionary expenditures.
Description of Adjustments
Amortization of acquired intangibles and amortization of developed technologies are non-cash expenses that are impacted by the timing and magnitude of our acquisitions and additions to developed technologies. We believe the assessment of our operations excluding these costs is relevant to our assessment of internal operations and comparisons to the performance of other companies in our industry.
Stock-based compensation expense is a non-cash expense relating to equity-based awards issued to executive officers, employees and outside directors, consisting of performance share awards. We believe the assessment of our operations excluding these costs is relevant to our assessment of internal operations and comparisons to the performance of other companies in our industry.
Impairment charges are non-cash expenses related to long-lived assets for which it was determined the carrying value of such assets was partially or fully unrecoverable. We believe the assessment of our operations excluding these costs is relevant to our assessment of internal operations and comparisons to the performance of other companies in our industry.
Acquisition costs and charges are direct costs of potential and completed acquisitions and expenses related to acquisition integration activities, including transaction fees, due diligence costs, severance and professional fees. Subsequent adjustments to our initial estimated amount of contingent consideration associated with specific acquisitions are also included within acquisition costs and charges. The occurrence and amount of these costs and charges varies depending on the timing and size of acquisitions and subsequent adjustments to our initial estimated amount of contingent consideration. We believe the assessment of our operations excluding these costs and charges is relevant to our assessment of internal operations and comparisons to the performance of other companies in our industry.
Restructuring charges include excess facility restructuring costs; impairment and accretion expenses related to the lease assets of exited facilities; sublease income from previously impaired facilities; severance charges resulting from employee reduction actions; and third-party professional consulting fees related to modifications of our business strategy. These charges vary in size based on restructuring plans and duration. We believe the assessment of our operations excluding these costs is relevant to our assessment of internal operations and comparisons to the performance of other companies in our industry.
Stand-up costs include expenses associated with the spin-off and stand up of functions required to operate as a standalone public entity, these costs primarily relate to system implementation expenses, legal and consulting costs, development of our brand and other matters. We believe the assessment of our operations excluding these costs is relevant to our assessment of internal operations and comparisons to the performance of other companies in our industry.



Other non-recurring items include selected costs and charges that do not naturally conform to one of the adjustments above, including certain litigation matters net of expected insurance recoveries. We believe the assessment of our operations excluding these costs and charges is relevant to our assessment of internal operations and comparisons to the performance of other companies in our industry.
Income tax adjustments include the tax impact of the items excluded from Adjusted net income.
We use these non-GAAP financial measures, and we believe that they assist our investors, to make period-to-period comparisons of our operational performance because they provide a view of our operating results and cash flows without items that are not, in our view, indicative of our core operating results. We believe that these non-GAAP financial measures, when used in conjunction with the most comparable U.S. GAAP measure, help illustrate underlying trends in our business, and we use the measures to establish budgets and operational goals (communicated internally and externally) for managing our business and evaluating our performance. We believe that providing non-GAAP financial measures also affords investors a view of our operating results and cash flows that may be more easily compared to the results of other companies in our industry that use similar financial measures to supplement their U.S. GAAP results.
The items excluded from the non-GAAP financial measures often have a material impact on our financial results, certain of those items are non-recurring, and other such items often recur. Accordingly, the non-GAAP financial measures included herein should be considered in addition to, and not as a substitute for or superior to, the comparable measures prepared in accordance with U.S. GAAP. The following tables reconcile each of these non-GAAP financial measures to its most closely comparable U.S. GAAP measure on our financial statements.
Guidance for adjusted financial measures excludes amortization of acquired intangibles, amortization of developed technologies, stock-based compensation expense, impairment charges, acquisition costs and charges, restructuring charges, stand-up costs, other non-recurring items and related tax impacts.
Octave has not provided forecasts of the most directly comparable U.S. GAAP measures because certain items required to calculate those U.S. GAAP measures are outside of the company's control or cannot be reasonably predicted without unreasonable effort. With respect to Adjusted operating margin and Adjusted earnings per share, these items include the adjustment items described above. With respect to Free cash flow margin, the Company is unable to reasonably predict future operating cash flows, capital expenditures and capitalized software development costs without unreasonable effort. Accordingly, reconciliations of the forecasts of Adjusted operating margin, Adjusted earnings per share, Free cash flow margin, and organic constant currency growth to the most directly comparable U.S. GAAP measures have not been provided. The excluded items are uncertain, depend on various factors, and could have a material impact on the corresponding measures calculated in accordance with U.S. GAAP.



NON-GAAP FINANCIAL MEASURES
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Income (loss) from operations $(2,069,925)$96,860 $(2,006,291)$170,764 
Amortization of acquired intangibles
18,764 18,445 36,787 36,888 
Amortization of developed technologies
26,101 20,124 51,357 39,319 
Stock-based compensation expense
3,221 3,273 6,703 6,802 
Impairment charges
2,134,660 — 2,134,660 — 
Acquisition costs and charges
150 (11,006)(2,472)(12,544)
Restructuring charges
1,625 657 5,352 4,040 
Stand-up costs1,436 356 2,504 356 
Other non-recurring items— — 3,000 — 
Adjusted income from operations$116,032 $128,709 $231,600 $245,625 
Operating margin(520)%23 %(256)%21 %
Amortization of acquired intangibles
Amortization of developed technologies
Stock-based compensation expense
Impairment charges
536 — 272 — 
Acquisition costs and charges
— (3)— (2)
Restructuring charges
— — 
Stand-up costs— — — — 
Other non-recurring items— — — — 
Adjusted operating margin29 %31 %30 %31 %
Net income (loss)$(1,970,678)$75,168 $(1,923,297)$134,654 
Amortization of acquired intangibles
18,764 18,445 36,787 36,888 
Amortization of developed technologies
26,101 20,124 51,357 39,319 
Stock-based compensation expense
3,221 3,273 6,703 6,802 
Impairment charges
2,134,660 — 2,134,660 — 
Acquisition costs and charges
150 (11,006)(2,472)(12,544)
Restructuring charges
1,625 657 5,352 4,040 
Stand-up costs1,436 356 2,504 356 
Other non-recurring items— 335 3,000 335 
Tax impacts
(119,867)(9,054)(130,162)(17,973)
Adjusted net income$95,412 $98,298 $184,432 $191,877 
Earnings per share$(7.34)$0.28 $(7.16)$0.50 
Adjustments7.70 0.08 7.85 0.21 
Adjusted earnings per share$0.36 $0.36 $0.69 $0.71 
Cash flow from operations$125,433 $123,009 $240,878 $248,518 
Purchases of property and equipment
(2,724)(2,031)(5,095)(3,540)
Capitalization of software development costs
(29,211)(34,092)(60,271)(66,443)
Free cash flow$93,498 $86,886 $175,512 $178,535 
Operating cash flow margin31 %30 %31 %31 %
Purchases of property and equipment
(1)— (1)— 
Capitalization of software development costs
(7)(8)(8)%(8)%
Free cash flow margin23 %21 %22 %22 %



Constant Currency
Constant currency is a non-GAAP financial measure that presents our revenue excluding the estimated effects of foreign currency exchange rate fluctuations. A significant amount of our operations is conducted in foreign currencies. As a result, the comparability of the financial results reported in U.S. dollars is affected by changes in foreign currency exchange rates. We use constant currency to evaluate the underlying performance of the business, and we believe it is helpful for investors to present operating results on a comparable basis period-over-period to evaluate our underlying performance.
In reporting period-over-period results, we calculate the effects of foreign currency fluctuations and constant currency information by translating current and prior period results on a functional currency basis to our reporting currency using the prior period average foreign currency exchange rates from which the transaction occurred.
Reconciliation of revenue to revenue in constant currency for the three and six months ended June 30, 2026:
Three months ended June 30, 2026Six months ended June 30, 2026
ActualImpact of Foreign Exchanges at 2025 RatesConstant Currency% as ReportedOrganic % CC growthActualImpact of Foreign Exchanges at 2025 RatesConstant Currency% as ReportedOrganic % CC growth
Revenue:
Subscriptions
$282,813 $2,375 $280,438 %%$561,993 $11,779 $550,214 %%
Licenses
39,104 398 38,706 (23)%(23)%74,229 2,439 71,790 (21)%(23)%
Subscriptions and licenses
321,917 2,773 319,144 %%636,222 14,218 622,004 %%
Services and other
76,497 1,368 75,129 (19)%(10)%148,693 4,386 144,307 (16)%(6)%
Total revenue
$398,414 $4,141 $394,273 (4)%(1)%$784,915 $18,604 $766,311 (1)%— %
Organic Constant Currency Growth—Revenue Growth
Organic constant currency growth presents period-over-period revenue growth excluding both the estimated effects of foreign currency exchange rate fluctuations (as described under Constant Currency above) and the impact of revenue attributable to businesses acquired or divested during the current or comparative period. We believe organic constant currency growth is useful to investors because it presents revenue growth from our existing operations on a comparable basis period-over-period.

Filing Exhibits & Attachments

4 documents