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Sangoma (NASDAQ: SANG) Q3 2026 revenue falls 12% as Adjusted EBITDA margin slips

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Sangoma Technologies reported weaker results for the quarter and nine months ended March 31, 2026. Quarterly revenue was $50.995 million, down 12% from $58.067 million a year earlier, with services contributing 92% and products 8% of sales. Gross margin slipped to 71% from 69%, while gross profit fell to $36.361 million.

Operating expenses declined in several areas, including general and administration, but higher restructuring costs and lower revenue led to a quarterly net loss of $2.335 million, or $0.07 per share, versus a $1.428 million loss last year. For the first nine months, revenue fell 14% to $153.263 million, with net loss widening to $6.668 million. Adjusted EBITDA for the quarter was $7.475 million, a 15% margin compared with 17% a year earlier, and free cash flow remained positive. The company continued to reduce debt, bringing total outstanding term loans to $32.450 million and ending the period with $15.195 million in cash.

Positive

  • Stronger balance sheet and lower interest burden: Term loans outstanding fell to $32.450 million from $47.900 million at June 30, 2025, cutting net interest expense by 53% to $1.575 million over nine months and supporting positive operating cash flow of $21.044 million.

Negative

  • Material revenue and profit decline: Q3 2026 revenue dropped 12% year over year to $50.995 million, nine‑month revenue fell 14% to $153.263 million, and Adjusted EBITDA decreased 19% to $24.107 million, with net loss widening to $6.668 million.
  • Margin compression despite cost cuts: Gross profit fell to $36.361 million in Q3 2026 and Adjusted EBITDA margin slipped to 15% from 17%, reflecting weaker volumes and mix despite significant reductions in general and administration expenses.

Insights

Revenue and EBITDA declined despite cost controls, but cash flow and deleveraging remained solid.

Sangoma showed clear top-line pressure, with Q3 2026 revenue down 12% year over year and nine‑month revenue down 14%. Service revenue softened and product revenue improved modestly, shifting the mix slightly but not offsetting the decline in overall demand.

Management tightened spending: general and administration costs fell 19% in the quarter and net interest expense dropped 48% as term loans were repaid. Even so, Adjusted EBITDA fell to $7.475M (15% margin) from $9.772M (17% margin), and net loss widened to $6.668M for the nine months.

From a balance sheet perspective, term debt decreased to $32.450M and cash reached $15.195M. Operating cash flow of $21.044M over nine months funded capex and development, leaving positive Free Cash Flow of $3.577M in Q3 2026. Future filings may clarify whether sales execution and end‑market conditions stabilize revenue and restore higher EBITDA margins.

Q3 2026 revenue $50.995M Three months ended March 31, 2026
Nine-month revenue $153.263M Nine months ended March 31, 2026
Q3 2026 net loss $2.335M Three months ended March 31, 2026; $0.07 loss per share
Nine-month net loss $6.668M Nine months ended March 31, 2026; $0.20 loss per share
Q3 2026 Adjusted EBITDA $7.475M 15% of revenue in the quarter
Operating cash flow $21.044M Cash provided by operating activities, nine months 2026
Term loans outstanding $32.450M Total operating facility and loans as of March 31, 2026
Cash and cash equivalents $15.195M Balance as of March 31, 2026
Adjusted EBITDA financial
"“Adjusted EBITDA” means earnings before income taxes, interest expense (net), share-based compensation, depreciation (including for right-of-use assets), amortization, restructuring and business integration costs, goodwill impairment, change in fair value of consideration payable and loss on sale divestiture of subsidiary."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free Cash Flow financial
"“Free Cash Flow” means cash flows from operating activities less cash used for purchases of property and equipment and capitalized development costs."
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.
Normal Course Issuer Bid financial
"On March 25, 2025, the Company announced its intention to make an Normal Course Issuer Bid (“NCIB”) with respect to its Shares."
A Normal Course Issuer Bid is when a company buys back its own shares from the stock market over time. This usually shows that the company believes its stock is undervalued and wants to support its price, which can be important for investors to watch.
Omnibus Equity Incentive Plan financial
"On December 13, 2022, the Company’s shareholders approved the Omnibus Equity Incentive Plan (the “Plan”), which replaces the previous share option plan."
A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.
interest rate swap financial
"The Company also entered an interest rate swap arrangement for its loan facility (Note 14) to manage the exposure to changes in SOFR-rate based interest rate."
An interest rate swap is a financial agreement where two parties exchange interest payments on a set amount of money over time. Typically, one side pays a fixed interest rate, while the other pays a variable rate that can change with market conditions. This helps investors manage or reduce their exposure to interest rate fluctuations, much like locking in a mortgage rate to avoid future cost increases.
cash flow hedge financial
"The interest rate swap has a weighted average fixed rate of 1.80% and have been designated as an effective cash flow hedge and therefore qualifies for hedge accounting."
A cash flow hedge is an accounting label for a contract or arrangement used to offset expected future swings in a company’s cash payments or receipts — for example from variable-rate interest, foreign currency sales, or forecasted purchases. It matters to investors because it aims to smooth future cash and earnings volatility: gains or losses on the hedge are held out of current profit and reported separately until the underlying transaction affects results, much like buying insurance to steady future bills.

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-41175

Sangoma Technologies Corporation

(Exact name of Registrant as specified in its charter)

N/A

(Translation of registrant's name into English)

Bay-Adelaide Centre,
333 Bay Street, Suite 3400,
Toronto, Ontario, Canada M5H 2S7
(905) 474-1990
(Address and telephone number of registrant’s 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 [ X ]






DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibit
99.1
Unaudited Condensed Consolidated Interim Financial Statements of the Registrant for the three and nine month periods ended March 31, 2026 and 2025
99.2
Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Registrant for the three and nine month periods ended March 31, 2026 and 2025
99.3
Press Release dated May 13, 2026, titled “Sangoma Announces Third Quarter Fiscal 2026 Results”
99.4
Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)
99.5
Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)




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.

Sangoma Technologies Corporation
Date: May 13, 2026
By:/s/ Larry Stock
Name: Larry Stock
Title: Chief Financial Officer




sangomab.jpg



SANGOMA TECHNOLOGIES CORPORATION


Condensed consolidated interim financial statements for the

three and nine month periods ended March 31, 2026 and 2025

(Unaudited in thousands of US dollars)









     Bay-Adelaide Centre,
333 Bay Street, Suite 3400,
Toronto, Ontario,
Canada M5H 2S7



Sangoma Technologies Corporation

Three and nine month periods ended March 31, 2026 and 2025

Table of contents

Condensed consolidated interim statements of financial position
3
Condensed consolidated interim statements of loss and comprehensive loss
4
Condensed consolidated interim statements of changes in shareholders’ equity
5
Condensed consolidated interim statements of cash flows
6
Notes to the condensed consolidated interim financial statements
7-25










Sangoma Technologies Corporation
Condensed consolidated interim statements of financial position
As at March 31, 2026, and June 30, 2025
(Unaudited in thousands of US dollars, except per share data)
March 31June 30
Note20262025
$ $
Assets  
Current assets  
Cash and cash equivalents415,195 13,494 
Trade and other receivables 49,654 15,131 
Inventories 67,348 8,227 
Sales tax receivable1,001 231 
Income tax receivable790 484 
Contract assets1,079 1,172 
Derivative assets14100 254 
Other current assets5,520 3,629 
40,687 42,622 
Non-current assets  
Property and equipment 75,315 6,433 
Right-of-use assets 86,283 7,215 
Intangible assets966,986 91,124 
Development costs 108,307 8,438 
Deferred income tax assets 1,141 1,711 
Goodwill 12186,840 186,840 
Contract assets1,456 1,752 
Derivative assets14 41 
Other non-current assets 409 369 
317,424 346,545 
Liabilities  
Current liabilities 
Accounts payable and accrued liabilities
4,16(i)
17,291 15,552 
Provisions13166 172 
Sales tax payable1,919 4,012 
Income tax payable265 647 
Operating facility and loans1420,600 20,600 
Contract liabilities153,482 7,037 
Lease obligations on right-of-use assets81,579 1,456 
45,302 49,476 
Long term liabilities  
Operating facility and loans1411,850 27,300 
Contract liabilities152,679 2,695 
Non-current lease obligations on right-of-use assets85,686 6,752 
Deferred income tax liabilities 1,796 4,297 
Other non-current liabilities1,708 1,830 
69,021 92,350 
Shareholders’ equity  
Share capital380,637 380,126 
Contributed surplus21,349 20,949 
Accumulated other comprehensive income30 65 
Accumulated deficit(153,613)(146,945)
248,403 254,195 
317,424 346,545 
Subsequent events (Note 20)
Approved by the Board
(Signed)Al GuarinoDirector
(Signed)Allan BrettDirector
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
3

Sangoma Technologies Corporation
Condensed consolidated interim statements of loss and comprehensive loss
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
Three month periods ended Nine month periods ended
March 31,March 31,
Note2026202520262025
$$$$
Revenue1850,995 58,067 153,263 177,330 
Cost of sales14,634 18,028 41,851 55,622 
Gross profit36,361 40,039 111,412 121,708 
Expenses  
Sales and marketing12,466 12,949 36,943 38,104 
Research and development1010,771 10,466 32,496 32,131 
General and administration7,266 8,991 23,319 29,126 
Amortization of intangible assets97,974 8,199 24,138 24,596 
  Interest expense (net)
4, 8 ,14
450 871 1,575 3,354 
  Restructuring and business integration costs355 272 1,057 514 
Loss before income tax(2,921)(1,709)(8,116)(6,117)
Provision for income taxes  
Current 1129 1,092 789 2,466 
Deferred11(615)(1,373)(2,237)(3,364)
Net loss(2,335)(1,428)(6,668)(5,219)
Other comprehensive loss
  
Items to be reclassified to net loss
  
Loss in fair value of interest rate swaps, net of tax
11,14
(24)(112)(145)(510)
Foreign currency translation gain213 — 110 — 
Comprehensive loss(2,146)(1,540)(6,703)(5,729)
Loss per share  
Basic and diluted
16(iii)
$(0.07)$(0.04)$(0.20)$(0.16)
  
Weighted average number of shares outstanding   
Basic and diluted
16(iii)
33,152,69233,437,45233,227,22733,521,932

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4

Sangoma Technologies Corporation
Condensed consolidated interim statements of changes in shareholders' equity
For the nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
    
NoteNumber of common sharesShare capitalContributed surplusAccumulated other comprehensive earningsRetained earnings (accumulated deficit)Total shareholders' equity
#$ $ $ $ $
Balance, July 1, 202433,340,159 380,986 20,053 626 (141,935)259,730 
Net loss— — — — (5,219)(5,219)
Change in fair value of interest rate swaps, net of tax
11, 14
— — — (510)— (510)
Common shares issued for RSU exercised
16(i),16(ii)
304,933 1,688 (1,688)— — — 
Common shares purchased and cancelled, net of tax4(17,529)(78)— — — (78)
Shares repurchase commitments under the automatic share purchase plan
16(i)
— — (949)— — (949)
Share-based compensation expense
16(ii)
— — 2,283 — — 2,283 
Balance, March 31, 2025
33,627,563 382,596 19,699 116 (147,154)255,257 
Balance, July 1, 202533,262,910 380,126 20,949 65 (146,945)254,195 
Net loss— — — — (6,668)(6,668)
Change in fair value of interest rate swaps, net of tax
11, 14
— — — (145)— (145)
Change in cumulative impact of foreign currency— — — 110 — 110 
Common shares issued under employee share purchase plan
16(i)
29,650 158 (9)— — 149 
Common shares issued for RSU exercised
16(i),16(ii)
256,924 1,381 (1,381)— — — 
Common shares purchased and cancelled, net of tax
16(i)
(270,694)(1,028)— — — (1,028)
Share-based compensation expense16(ii)— — 1,790 — — 1,790 
Balance, March 31, 2026
33,278,790 380,637 21,349 30 (153,613)248,403 
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
5

Sangoma Technologies Corporation
Condensed consolidated interim statements of cash flows
For the nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
Nine month periods ended
March 31,
Note20262025
Operating activities$$
Net loss(6,668)(5,219)
Adjustments for:
Depreciation of property and equipment72,529 3,073 
Depreciation of right-of-use assets 81,134 1,971 
Amortization of intangible assets 924,138 24,596 
Amortization of development costs104,629 4,516 
Income tax recovery11(1,448)(898)
Income tax paid(969)(1,157)
Share-based compensation expense
16(ii)
1,790 2,283 
Unrealized foreign exchange gain (loss) 94 (28)
Accretion expense
8
172 234 
Loss on disposal of property and equipment
7
152 186 
Changes in working capital
Trade and other receivables977 6,845 
Inventories879 2,679 
Sales tax receivable (770)222 
Contract assets389 739 
Other assets(1,931)(162)
Sales tax payable(2,093)(1,897)
Accounts payable and accrued liabilities1,739 (1,273)
Provisions(6)(115)
Other non current liabilities(122)875 
Contract liabilities(3,571)(2,810)
Net cash provided by operating activities21,044 34,660 
Investing activities
Purchase of property and equipment7(1,563)(1,569)
Development costs10(4,636)(4,938)
Proceeds from sale of VoIP Supply LLC194,500 — 
Net cash flows used in investing activities(1,699)(6,507)
Financing activities
Repayments of operating facility and loan14(15,450)(24,775)
Repayment of lease obligations on right-of-use assets8(1,315)(2,240)
Common shares issued under employee share purchase plan
16(i)
149 — 
Common shares purchased and canceled
16(i)
(1,028)(78)
Net cash flows used in financing activities(17,644)(27,093)
Increase in cash and cash equivalents1,701 1,060 
Cash and cash equivalents, beginning of the period
13,494 16,231 
Cash and cash equivalents, end of the period
15,195 17,291 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
6

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
1.    General information

Founded in 1984, Sangoma Technologies Corporation (“Sangoma” or the “Company”) is publicly traded on the Toronto Stock Exchange (TSX: STC) and NASDAQ (NASDAQ: SANG). The Company was incorporated in Canada, and its legal name is Sangoma Technologies Corporation. Its primary operating subsidiaries as of March 31, 2026 are Sangoma Technologies Inc., and Sangoma US Inc.. As a result of the reorganization activities completed during fiscal 2025, Sangoma US Inc. is now the single operating subsidiary in the United States of America responsible for all businesses in the United States.

Sangoma is a leading provider of hardware and software components that enable or enhance Internet Protocol Communications Systems for both telecom and datacom applications. Enterprises, small to medium sized businesses (“SMBs”) and telecom operators globally rely on Sangoma’s technology as part of their mission critical infrastructures. The product line includes data and telecom boards for media and signal processing, as well as gateway appliances and software.

The Company is domiciled in Ontario, Canada. The address of the Company’s registered office is Bay-Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7 and the Company operates in multiple jurisdictions.

2.    Significant accounting policies

Statement of compliance and basis of presentation

These interim financial statements for the three and nine month periods ended March 31, 2026 and 2025 have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”).

These interim financial statements do not include all of the disclosures required by International Financial Reporting Standards (“IFRS Accounting Standards”) for annual consolidated financial statements and accordingly should be read in conjunction with the Company’s audited consolidated financial statements for the year ended June 30, 2025 (“annual financial statements”) prepared in accordance with IFRS Accounting Standards.

3.    Significant accounting judgements, estimates and uncertainties

These unaudited condensed consolidated interim financial statements were prepared using the same basis of presentation, accounting policies and methods of computation as those of the audited consolidated financial statements for the year ended June 30, 2025. They were prepared using the same critical estimates and judgments in applying the accounting policies as those of the audited consolidated financial statements for the year ended June 30, 2025.

The preparation of the unaudited condensed consolidated interim financial statements requires Management to make judgments, estimates and assumptions that affect the application of accounting policies and reported assets, liabilities, revenue and expenses, consistent with those described in the Company’s annual financial statements and as described in these interim financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with the corresponding effect on profit or loss, when, and if, better information is obtained.





7

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
4.    Financial instruments

The fair values of the cash, trade and other receivables, other current assets, accounts payable and accrued liabilities approximate their carrying values due to the relatively short-term nature of these financial instruments. The fair values of operating facility and loans approximate their carrying values due to variable interest loans or fixed rate loan, which represent market rate.

Derivative assets and liabilities are recorded at fair value.


Cash and cash equivalents are comprised of:
March 31June 30
20262025
$ $
Cash at bank and on hand15,179 13,494 
Restricted cash16 — 
Cash and cash equivalents15,195 13,494 

Cash includes demand deposits with financial institutions and cash equivalents consist of short-term, highly liquid investments purchased with original maturities of three months or less. As at March 31, 2026 and June 30, 2025 the Company had no demand deposits and cash equivalents.

The Restricted cash is held for shares repurchased under the Normal Course Issuer Bid (“NCIB”).

Interest expense (net) comprises of total interest income and interest expense for financial assets or financial liabilities that are not at fair value through profit or loss, and can be summarized as follows:

The Company earns interest income from its liquidable money market deposit account to generate steady cash flows and to manage liquidity. The interest rate on the account is variable based on prevailing market rate.
Three month periods endedNine month periods ended
March 31March 31
Note2026202520262025
$$ $$
Interest income (85)(72)(332)(93)
Interest expense14484 870 1,735 3,213 
Accretion expense
8
51 73 172 234 
Interest expense (net)450 871 1,575 3,354 

The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include credit risk, liquidity risk, foreign currency risk, interest rate risk and market risk.


8

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. Where possible, the Company uses an insurance policy with Export Development Canada (“EDC”) for its trade receivables to manage this risk and minimize any exposure.
March 31June 30
Note20262025
$ $
Trade receivables9,654 10,631 
Proceeds due on sale of VoIP Supply LLC19 4,500 
Trade and other receivables9,654 15,131 

As at June 30, 2025, the Company recorded $4,500 in respect of proceeds due on the the sale of VoIP Supply LLC. (note 19 ), all of which was received during the nine month periods ended March 31, 2026.

The Company’s maximum exposure to credit risk for its trade receivables is summarized as follows with some of the over 90-day receivable not being covered by EDC:
March 31June 30
20262025
$ $
Trade receivables aging:  
0-30 days7,868 9,294 
31-90 days1,346 812 
Greater than 90 days748 1,021 
9,962 11,127 
Expected credit loss provision(308)(496)
Net trade receivables9,654 10,631 

The movement in the provision for expected credit losses can be reconciled as follows:
March 31June 30
20262025
$ $
Expected credit loss provision:  
Expected credit loss provision, beginning balance(496)(1,369)
Net change in expected credit loss provision during the period
188873
Expected credit loss provision, ending balance(308)(496)

The Company applies the simplified approach to provide for expected credit losses as prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables and contract assets. The expected
credit loss provision is based on the Company’s historical collections and loss experience and incorporates forward-looking factors, where appropriate.

Substantially all of the Company’s cash and cash equivalents are held with major Canadian and US financial institutions and thus the exposure to credit risk is considered insignificant. Management actively monitors the Company’s exposure to credit risk under its financial instruments, including with respect to trade receivables.




9

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements. The Company coordinates and align this planning and budgeting process with its financing activities through its capital management process.

The Company holds sufficient cash and cash equivalents and working capital, maintained through stringent cash flow management, to ensure sufficient liquidity is maintained. The following are the undiscounted contractual maturities of significant financial liabilities of the Company as at March 31, 2026:
within 12 months13-24 months25-36 months>36 monthsTotal
$ $ $ $ $
Accounts payable and accrued liabilities17,291 — — — 17,291 
Sales tax payable1,919 — — — 1,919 
Operating facility and loans20,600 11,850 — — 32,450 
Lease obligations on right of use assets1,773 1,416 1,180 3,602 7,971 
Other non-current liabilities— — — 1,708 1,708 
41,583 13,266 1,180 5,310 61,339 

Foreign currency risk

A portion of the Company’s transactions occur in a foreign currency (Australian Dollar (AUD), Canadian Dollars (CAD), Columbia Peso (COP), Euros (EUR), Great British Pounds (GBP), Indian Rupees (INR), and Philippine Peso (PHP), therefore, the Company is exposed to foreign currency risk at the end of the reporting period through its foreign denominated cash, trade receivables, contract assets, accounts payable and accrued liabilities. As at March 31, 2026, a 10% depreciation or appreciation of the AUD, CAD, COP, EUR, GBP, INR, and PHP currencies against the U.S. dollar would have resulted in an approximate $95 (June 30, 2025 - $58) increase or decrease, respectively, in total comprehensive loss.

Interest rate risk

The Company’s exposure to interest rate fluctuations is with its credit facility (Note 14) which bears interest at a floating rate. As at March 31, 2026, a change in the interest rate of 1% per annum would have an impact of approximately $281 (March 31, 2025 - $443) per annum in finance costs. The Company also entered an interest rate swap arrangement for its loan facility (Note 14) to manage the exposure to changes in SOFR-rate based interest rate. As described in detail in Note 14, the fair value of the interest rate swaps are a current asset of $100 and non-current asset of $nil on March 31, 2026 (June 30, 2025 - current asset of $254 and non-current asset of $41).















10

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
5.    Capital management

The Company’s objectives in managing capital is to safeguard the Company’s assets, to ensure sufficient liquidity to sustain the viability of the future development of the business via advancement of its significant research and development efforts, to conservatively manage financial risk and to maximize investor, creditor, and market confidence. The Company considers its capital structure to include its shareholders’ equity and operating facilities and loans. Working capital is optimized via stringent cash flow policies surrounding disbursement, foreign currency exchange and investment decision-making. There have been no changes in the Company’s approach to capital management during the period, and apart from the financial covenants as discussed in Note 14, the Company is not subject to any other capital requirements imposed by external parties.



6.    Inventories

Inventories recognized in the condensed consolidated interim statements of financial position are comprised of:
March 31June 30
20262025
$ $
Finished goods3,543 4,310 
Components and parts4,640 5,263 
8,183 9,573 
Provision for obsolescence(835)(1,346)
Net inventory carrying value7,348 8,227 

11

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
7.    Property and equipment

Office furnitureStockroom
and computerSoftware and productionTradeshowLeasehold
NoteequipmentequipmentequipmentimprovementsTotal
Cost$ $ $ $ $ $
Balance at July 1, 2024
5,974 500 15,656 47 510 22,687 
Additions804 — 1,587 — — 2,391 
Disposals(3)— (606)— — (609)
Disposal of VoIP Supply LLC19(113)(82)— — — (195)
Balance at June 30, 2025
6,662 418 16,637 47 510 24,274 
Additions172 — 1,118 — 273 1,563 
Disposals — — (591)— — (591)
Balance at March 31, 2026
6,834 418 17,164 47 783 25,246 
Accumulated depreciation      
Balance at July 1, 2024
4,179 456 9,207 47 404 14,293 
Depreciation expense721 15 3,295 — 35 4,066 
Disposals— — (389)— — (389)
Disposal of VoIP Supply LLC19(74)(55)— — — (129)
Balance at June 30, 2025
4,826 416 12,113 47 439 17,841 
Depreciation expense788 1,700 — 40 2,529 
Disposals — — (439)— — (439)
Balance at March 31, 2026
5,614 417 13,374 47 479 19,931 
Net book value as at:      
Balance at June 30, 2025
1,836 4,524 — 71 6,433 
Balance at March 31, 2026
1,220 1 3,790 — 304 5,315 

For the three and nine month periods ended March 31, 2026, depreciation expenses of $240 and $575 (March 31, 2025- $202 and $622) were recorded in general and administration expense in the condensed consolidated interim statements of loss and comprehensive loss. Depreciation expenses in the amounts of $580 and $1,954 were included in cost of sales for the three and nine month periods ended March 31, 2026 (March 31, 2025 - $780 and $2,451).

For the three and nine month periods ended March 31, 2026, loss on disposal of $17 and $152 (March 31, 2025- $55 and $186) were recorded in general and administration expense in the condensed consolidated interim statements of loss and comprehensive loss.

12

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
8.    Leases: Right-of-use assets and lease obligations
    
The Company’s lease obligations and right-of-use assets are presented below:
NoteRight-of-use assets
$
Present value of leases 
Balance as at July 1, 2024
19,757 
Additions93 
Terminations(4,504)
Disposal of VoIP Supply LLC19(1,149)
Balance at June 30, 2025
14,197 
Additions215 
Effects of movements on exchange rates(15)
Balance at March 31, 2026
14,397 
Accumulated depreciation and repayments 
Balance as at July 1, 2024
9,593 
Depreciation expense2,564 
Terminations(4,072)
Disposal of VoIP Supply LLC19(1,103)
Balance at June 30, 2025
6,982 
Depreciation expense1,134 
Effects of movements on exchange rates(2)
Balance at March 31, 2026
8,114 
Net book value as at: 
June 30, 20257,215 
March 31, 20266,283 

NoteLease obligations
$
Present value of leases 
Balance as at July 1, 2024
11,284 
Additions93 
Repayments(2,924)
Accretion expense301 
Terminations(502)
Effects of movements on exchange rates
Disposal of VoIP Supply LLC19(49)
Balance at June 30, 2025
8,208 
Additions215 
Repayments(1,315)
Accretion expense172 
Effects of movements on exchange rates(15)
Balance at March 31, 2026
7,265 
Lease Obligations - Current1,579 
Lease Obligations - Non-current5,686 
7,265 
13

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
9.    Intangible assets

Other
PurchasedCustomerpurchased
NotetechnologyrelationshipsBrandintangiblesTotal
$ $ $ $ $
Cost
Balance at July 1, 2024
110,123 126,456 6,787 2,748 246,114 
Disposal of VoIP Supply LLC19— (1,160)(1,050)— (2,210)
Balance at June 30, 2025
110,123 125,296 5,737 2,748 243,904 
Balance at March 31, 2026
110,123 125,296 5,737 2,748 243,904 
Accumulated amortization     
Balance at July 1, 2024
59,259 55,769 4,210 2,748 121,986 
Amortization expense17,385 14,793 590 — 32,768 
Disposal of VoIP Supply LLC19— (1,160)(814)— (1,974)
Balance at June 30, 2025
76,644 69,402 3,986 2,748 152,780 
Amortization expense12,660 11,095 383 — 24,138 
Balance at March 31, 2026
89,304 80,497 4,369 2,748 176,918 
Net book value as at:     
Balance at June 30, 2025
33,479 55,894 1,751 — 91,124 
Balance at March 31, 2026
20,819 44,799 1,368  66,986 

For the three and nine month periods ended March 31, 2026, amortization of intangible assets were $7,974 and $24,138 (March 31, 2025 - $8,199 and $24,596).
14

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
10.    Development costs
Cost $
Balance at July 1, 2024
17,702 
Additions6,448 
Investment tax credits(174)
Balance at June 30, 2025
23,976 
Additions4,636 
Investment tax credits(138)
Balance at March 31, 2026
28,474 
Accumulated amortization 
Balance at July 1, 2024
(9,892)
Amortization(5,646)
Balance at June 30, 2025
(15,538)
Amortization(4,629)
Balance at March 31, 2026
(20,167)

March 31June 30
20262025
$ $
Net capitalized development costs8,3078,438

Amortization expense is included in research and development expense in the consolidated interim statements of loss and comprehensive loss. For the three and nine month periods ended March 31, 2026, amortization were $1,521 and $4,629 (March 31, 2025 - $1,570 and $4,516). In addition to the above amortization, the Company has recognized $9,250 and $27,867 of engineering expenditures as expenses during the three and nine month periods ended March 31, 2026 (March 31, 2025 - $8,896 and $27,615).

15

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
11.    Income tax

The Company income tax expense is determined as follows:

Three month periods endedNine month periods ended
March 31March 31
2026202520262025
Statutory income tax rate25.81%25.76%25.81%25.76%
$$$ $
Loss before income tax(2,921)(1,709)(8,116)(6,117)
Expected income tax recovery(752)(441)(2,095)(1,576)
Difference in foreign tax rates8 28 
Share based compensation 111 133 462 588 
Other non deductible expenses(14)(34)(35)(91)
Changes in estimates(2)7 
Scientific Research and Experimental Development (SR&ED)16 21 41 64 
Changes in tax benefits not recognized47 37 144 109 
Income tax recovery(586)(281)(1,448)(898)
The Company’s income tax expense is allocated as follows:$$$ $
Current tax expense29 1,092 789 2,466 
Deferred income tax recovery(615)(1,373)(2,237)(3,364)
Income tax recovery(586)(281)(1,448)(898)

12.    Goodwill

The carrying amount and movements of goodwill was as follows:
Note$
Balance at July 1, 2024
187,502 
Disposal of VoIP Supply LLC19(662)
Balance at June 30, 2025
186,840 
Balance at March 31, 2026
186,840 

There is no addition to goodwill for the three and nine month periods ended March 31, 2026. The Company has evaluated for triggers of impairment at March 31, 2026 and has not identified any indicators of impairment.















16

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
13.    Provisions

$
Balance at July 1, 2024
405 
Provision reversed during the period
(233)
Balance at June 30, 2025
172 
Provision reversed during the period
(6)
Balance at March 31, 2026
166 

The provisions represent the Company’s best estimate of the value of the products sold in the current financial period that may be returned in a future period.

14.    Operating facility and loan and derivative assets and liabilities

(a)    Operating facility and loan

(i)On October 18, 2019, the Company entered into a loan facility with two banks and drew down $34,800. This loan is repayable on a straight-line basis through quarterly installment of $1,450, and was scheduled to be fully repaid on September 30, 2025. On March 24, 2025, the Company issued the repayment notice for the prepayment of the remaining balance of $2,900. On March 31, 2025, the remaining balance of $2,900 was paid in full. The balance outstanding against this term loan facility as of March 31, 2026 is $nil (June 30, 2025 - $nil).

(ii)On March 31, 2021, the Company amended its term loan facility with its lenders and drew down a second loan of $52,500 to fund part of the acquisition of StarBlue Inc. The second loan is repayable, on a straight-line basis, through quarterly payments of $2,188 and matures on February 28, 2027. The balance outstanding against this term loan facility as of March 31, 2026 is $8,750 (June 30, 2025 - $15,313). As at March 31, 2026, $8,750 (June 30, 2025 - $8,750) is classified as current and $nil (June 30, 2025 - $6,563) is classified as long-term in the condensed consolidated interim statements of financial position.

(iii) On March 28, 2022, the Company amended its term loan facility with its lenders and drew down a third loan of $45,000 to fund part of the acquisition of NetFortris Corporation. The loan is repayable, on a straight-line basis, through quarterly payments of $1,875 and is due to mature on March 31, 2028. On June 28, 2022, the Company amended its term loan facility with its lenders, the amended repayment for the first twelve quarterly payments of $788 and $2,963 thereafter. The first quarterly repayment of $2,963 was made on June 30, 2025. The balance outstanding against this term loan facility as of March 31, 2026 is $23,700 (June 30, 2025 - $32,587). As at March 31, 2026, $11,850 (June 30, 2025 - $11,850) is classified as current and $11,850 (June 30, 2025 - $20,737) is classified as long-term in the condensed consolidated interim statements of financial position. On June 4, 2024, the Company entered into the third amendment to the Second Amended and Restated Credit Agreement to reflect certain administrative amendments.

(iv)On April 6, 2023 the Company increased the amount of the revolving credit facility from $6,000 to $20,000 and the amount of the swingline credit facility from $1,500 to $5,000. As of March 31, 2026, there is no outstanding balance on the revolving credit facility (June 30, 2025 - $nil).

For the three and nine month periods ended March 31, 2026, the Company incurred interest costs to service its borrowing facilities, comprising of the loans and operating facilities, in the amount of $484 and $1,735 (March 31, 2025 - $870 and $3,213). During the three and nine month periods ended March 31, 2026, the Company borrowed $nil (March 31, 2025 - $nil) in term loans and repaid $5,150 and $15,450 (March 31, 2025 - $7,325
17

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
and $16,175) in term loans. During the three and nine month periods ended March 31, 2026, the Company repaid $nil (March 31, 2025 - $nil and $8,600) in revolving credit facility.

Under its credit agreements with its lenders, the Company must satisfy certain financial covenants, principally in respect of total funded debt to earnings before interest, taxes and amortization (“EBITDA”), and debt service coverage ratio. As at March 31, 2026, and June 30, 2025 the Company was in compliance with all covenants related to its credit agreements.

(b)    Derivative assets and liabilities

The Company uses derivative financial instruments to hedge its exposure to interest rate risks. All derivative financial instruments are recognized as either assets or liabilities at fair value on the condensed consolidated interim statements of financial position. Upon entering into a hedging arrangement with an intent to apply hedge accounting, the Company formally documents the hedge relationship and designates the instrument for financial reporting purposes as a fair value hedge, a cash flow hedge, or a net investment hedge. When the Company determines that a derivative financial instrument qualifies as a cash flow hedge and is effective, the changes in fair value of the instrument are recorded in accumulated other comprehensive loss, net of tax in the condensed consolidated interim statements of financial position and will be reclassified to earnings when the hedged item affects earnings.

The interest rate swap arrangement with two banks became effective on January 31, 2020, with a maturity date of December 31, 2024. The notional amount of the swap agreement at inception was $17,400 and decreases in line with the term of the loan facility. Effective March 31, 2022, Sangoma US Inc. entered into a fixed rate swap transaction worth $43,750 over a five year period and terminating on February 28, 2027. As of March 31, 2026, the notional amount of the interest rate swap was $8,750 (June 30, 2025 – $15,313). The interest rate swap has a weighted average fixed rate of 1.80% (June 30, 2025 – 1.80%) and have been designated as an effective cash flow hedge and therefore qualifies for hedge accounting.

As at March 31, 2026, the fair value of the interest rate swap assets were valued at current of $100 (June 30, 2025 - $254) and non-current $nil (June 30, 2025 – $41). The current and non-current derivative assets were recorded in the condensed consolidated interim statements of financial position.

For the three and nine month periods ended March 31, 2026, the change in fair value of the interest rate swaps, net of tax, were a loss of $24 and a loss of $145 (March 31, 2025 – a loss of $112 and a loss of $510) was recorded in other comprehensive loss in the condensed consolidated interim statements of loss and comprehensive loss. The fair value of interest rate swap is determined based on the market conditions and the terms of the interest rate swap agreement using the discounted cash flow methodology. Any differences between the hedged SOFR rate and the fixed rate are recorded as interest expense on the same period that the related interest is recorded for the loan facility based on the SOFR rate.













18

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
15.    Contract liabilities

Contract liabilities, which includes deferred revenues, represent the future performance obligations to customers in respect of services or customer activation fees for which consideration has been received upfront and is recognized over the expected term of the customer relationship.

Contract liabilities as at March 31, 2026, and June 30, 2025 are below:
$
Opening balance, July 1, 2024
12,654
Revenue deferred during the period
36,627
Deferred revenue recognized as revenue during the period
(39,549)
Ending balance, June 30, 2025
9,732
Revenue deferred during the period
84,523
Deferred revenue recognized as revenue during the period
(88,094)
Ending balance, March 31, 2026
6,161
Contract liabilities - Current3,482
Contract liabilities - Non-current2,679
6,161

16.    Shareholders' equity

(i)Share capital

The Company’s authorized share capital consists of an unlimited number of common shares without par value. As at March 31, 2026 and 2025, the Company’s issued and outstanding common shares consist of the following:
Three month periods endedNine month periods ended
March 31March 31
2026202520262025
### #
Shares issued and outstanding:  
Outstanding, beginning of the period
33,199,36433,592,53433,262,91033,340,159
Shares issued under employee share purchase plan17,61729,650
Shares purchased and cancelled(17,529)(270,694)(17,529)
Shares issued upon exercise of RSUs61,80952,558256,924304,933
Outstanding, end of the period
33,278,79033,627,56333,278,79033,627,563

During the three and nine month periods ended March 31, 2026, a total of 61,809 and 256,924 (March 31, 2025 – 52,558 and 304,933) shares were issued upon the exercise of Restricted Share Units, and the Company recorded a charge of $280 and $1,381 (March 31, 2025 – $294 and $1,688) from contributed surplus to share capital.


In September 2024 the Company adopted the Employee Stock Purchase Plan ("ESPP"). The first offering period began on January 15, 2025, with the first purchase under the plan occurring on July 15, 2025. Under the Plan, the Share-based compensation expense related to the ESPP is measured based on the grant date at fair value of the expected discount to be provided to the employees who are registered in the plan. The Company recognizes share based compensation expense related to shares issued pursuant to the ESPP on a straight-line basis over the offering period, which is 6 months. The ESPP allows employees to purchase shares of the Company's common stock at a 10 percent discount from the Company’s stock price on the last day of the offering period. Under the plan, employees may withdraw from the plan at any time during the offering period. Other changes to the percentage contributions
19

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
can be made at any time during the offering period but will only take effect the next offering period. The ESPP does not include any buy-back provisions or price protection against reductions in share price.

During the three and nine month periods ended March 31, 2026, a total of 17,617 and 29,650 (March 31, 2025 – nil) shares were issued upon the exercise of ESPP, and the Company recorded a total of $86 and $158 (March 31, 2025 –$nil) to share capital.

On March 25, 2025, the Company announced its intention to make an Normal Course Issuer Bid (“NCIB”) with respect to its Shares. Pursuant to the NCIB, the Company may, during the 12-month period commencing March 27, 2025 and ending no later than March 26, 2026, purchase up to 1,679,720 shares, representing 5% of the total number of 33,594,409 shares outstanding as of March 17, 2025, through the facilities of the TSX, the Nasdaq Global Select Market or alternative Canadian trading systems.

Under the term of the NCIB, during the three and nine month periods ended March 31, 2026, the Company purchased a total of 195,949 common shares (March 31, 2025 – 26,558) at an average price of $5.02 per share (March 31, 2025 - $4.43), for total consideration of $985 (March 31, 2025 - $118). During the nine month period ended March 31, 2026, the Company cancelled a total of 270,694 (March 31, 2025 – 17,529) common shares including 195,949 purchased in fiscal 2026 and 74,745 purchased at the end of fiscal 2025. the Company recorded a total reduction of $1,028 (March 31, 2025 - $78) in share capital for the value of the common shares settled and cancelled in the periods.

In connection with the NCIB, the Company entered into an automatic share purchase plan ("ASPP") with a designated broker for the purpose of allowing the Company to purchase its common shares under the NCIB during self-imposed trading blackout periods. Under the ASPP, the broker is authorized to repurchase common shares during blackout periods, without consultation with the Company, on predefined terms, including share price, time period and subject to other limitations imposed by the Company and subject to rules and policies of the TSX and applicable securities laws, such as a daily purchase restriction.

The Company did not provide its Broker with instructions to purchasing under its NCIB during the blackout period following the end of the nine month period ended March 31, 2026. As at March 31, 2026, the Company had no liability and was not required to pay the designated broker under the ASPP.

(ii)    Share based payments

On December 13, 2022, the Company’s shareholders approved the Omnibus Equity Incentive Plan (the “Plan”), which replaces the previous share option plan (the “Legacy Plan”). No further grants will be made under the Legacy Plan.

Under the Plan, the Company may grant participants Options, Deferred Share Units (DSUs), Performance Share Units (PSUs), Restricted Share Units (RSUs), and Employee Share Purchase Plan (ESPP).

The DSUs, PSUs, RSUs are redeemable either for one common share or for an amount in cash equal to the fair market value of one common share (at the option of the Company and as set out in the participant’s equity award agreement). All DSUs, PSUs and RSUs and are accounted for as equity-settled awards.

DSUs generally vest immediately and become redeemable once a director no longer serves on the board of the Company.

RSUs vest over a three-year period after the date of grant. The expense is measured based on the fair value of the awards at the grant date.

20

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
PSUs vest in full at the end of a three-year period. the final amount is based 100% on market-based performance targets. The expense related to the PSUs is measured based on the fair value of the awards at the grant date using the Monte Carlo simulation.

For the three and nine month periods ended March 31, 2026, the Company recognized share-based compensation expense in the amount of $431 and $1,790 (March 31, 2025 - $517 and $2,283).

Stock Options

Under the Plan (and previously under the Legacy Plan), employees are periodically granted share options to purchase common shares at prices not less than the market price of the common shares on the day prior to the date of grant or the volume weighted average trading price per share on the TSX during the five trading days immediately preceding the grant date. The fair value of each option grant is estimated at the date of grant using the Black-Scholes option pricing model. Expected volatility is determined by the amount the Company’s daily share price fluctuated over a period commensurate with the expected life of the options. During the nine month period ended March 31, 2026 and March 31, 2025, the Company did not grant any options.

The following table shows the movement in the stock option plan:
NumberWeighted
of optionsaverage price
# $
Balance, July 1, 2024
462,34615.21
Expired(42,800)11.82
Forfeited(31,467)15.81
Balance, March 31, 2025
388,07915.54
Balance, July 1, 2025
381,68615.62
Expired(82,553)22.02
Forfeited(2,327)9.90
Balance, March 31, 2026
296,80613.88

The following table summarizes information about the stock options outstanding and exercisable at the end of each period:
Nine month periods ended
March 31,
20262025
Number ofWeightedNumber ofWeighted
Number ofstock optionsaverageNumber ofstock optionsaverage
stock optionsoutstanding andremainingstock optionsoutstandingremaining
Exercise priceoutstandingexercisablecontractual lifeoutstandingand exercisablecontractual life
$7.01 - $9.00
72,909 68,619 1.2588,500 61,800 2.25
$9.01 - $12.00
61,166 61,166 0.1862,023 59,213 0.18
$12.01 - $15.00
41,068 41,068 1.0042,000 31,516 2.00
$15.01 - $18.00
98,807 98,807 0.25106,715 100,394 1.25
$18.01 - $20.00
22,856 22,856 0.2522,856 20,036 1.25
$20.01 - $27.00
   65,985 65,985 0.86
296,806 292,516 0.58388,079 338,944 1.32



21

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
Share Units

The following table summarizes information about the DSUs, PSUs and RSUs granted, exercised and forfeited during the nine month period ended March 31, 2026.
DSUPSURSUTotal
Awards outstanding July 1, 2024
172,086 499,800 607,157 1,279,043 
Awards granted during the period
64,356 271,000 271,000 606,356 
Awards exercised during the period
— — (304,933)(304,933)
Awards forfeited during the period
— (82,500)(50,623)(133,123)
Awards outstanding March 31, 2025
236,442 688,300 522,601 1,447,343 
Awards outstanding July 1, 2025
236,442 688,300 465,042 1,389,784 
Awards granted during the period
78,000 254,375 254,375 586,750 
Awards exercised during the period
— — (256,924)(256,924)
Awards forfeited during the period
— (101,500)(17,500)(119,000)
Awards outstanding March 31, 2026
314,442 841,175 444,993 1,600,610 

During the nine month period ended March 31, 2026, a total of 78,000 DSUs were granted (March 31, 2025 – 64,356). The fair value of each DSU issued during the nine month period ended March 31, 2026 is $5.00 per share (March 31, 2025 – $6.06).

During the nine month period ended March 31, 2026, a total of 254,375 PSUs were granted (March 31, 2025 – 271,000). The average fair value tied to market-based performance targets for each PSU issued during the nine month period ended March 31, 2026 is $2.64 per share (March 31, 2025 – $6.68 ) using the Monte Carlo simulation.

The key assumptions used in the Monte Carlo simulation are:

Nine month periods ended
March 31
20262025
Fair value per share $2.64$6.68
Expected volatility47.00%64.00%
Time to expiry2.36 years2.76 years
Risk-free interest rate3.45%3.42%

During the nine month period ended March 31, 2026, a total of 254,375 RSUs were granted (March 31, 2025 – 271,000). The average fair value of each RSU issued during the nine month period ended March 31, 2026 is $4.41 per share (March 31, 2025 –$5.65 ).

During the nine month period ended March 31, 2026, a total of 256,924 RSUs were exercised and settled through the issuance of common shares (March 31, 2025 – 304,933).










22

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
(iii)Loss per share

Both the basic and diluted loss per share have been calculated using the net loss attributable to the shareholders of the Company as the numerator.
Three month periods endedNine month periods ended
March 31March 31
2026202520262025
Number of shares:  
Weighted average number of shares outstanding33,152,69233,437,45233,227,22733,521,932
Weighted average number of shares used in basic and diluted earnings per share33,152,69233,437,45233,227,22733,521,932
Net loss$(2,335)$(1,428)$(6,668)$(5,219)
Loss per share  
Basic and diluted$(0.07)$(0.04)$(0.20)$(0.16)

Potentially diluted shares relating to DSUs, PSUs, RSUs, and stock options as set-out below have been excluded from the calculation of the diluted number of shares as the impact would be anti dilutive.
Nine month periods ended
March 31
20262025
DSU314,442 236,442 
PSU841,175 688,300 
RSU444,993 522,601 
Stock options296,806 388,079 
1,897,4161,835,422


17.    Related parties

The Company’s related parties include key management personnel and directors. Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantees were given or received. Outstanding balances payable are usually settled in cash and relate to director fees.

The Company had incurred no related party transactions and had no outstanding balance with related parties as of and for the nine month periods ended March 31, 2026 and 2025.















23

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
18.    Segment disclosures

The Company operates as one operating segment in the development, manufacturing, distribution and support of voice and data connectivity components for software-based communication applications. The Company’s assets are primarily located in the United States of America (“USA”). The Company sells into two major geographic centers: USA and Others. The Company has determined that it has a single reportable segment as the Company’s decision makers review information on a consolidated basis.

Revenues for group of similar products and services can be summarized for the three and nine month periods ended March 31, 2026 and 2025 as follows:

Three month periods endedNine month periods ended
March 31March 31
2026202520262025
$ $ $ $
Products4,220 9,524 12,031 30,287 
Services46,775 48,543 141,232 147,043 
Total revenues50,995 58,067 153,263 177,330 

The sales in each of these geographic locations for the three and nine month periods ended March 31, 2026 and 2025 as follows:

Three month periods endedNine month periods ended
March 31March 31
2026202520262025
$$$ $
USA48,753 55,165 145,995 167,588 
Others2,242 2,902 7,268 9,742 
Total revenues50,995 58,067 153,263 177,330 

The non-current assets, in US dollars, in each of the geographic locations as at March 31, 2026, and June 30, 2025 are below:

March 31June 30
20262025
$ $
USA272,178 299,041 
Others4,559 4,882 
Total non-current assets276,737 303,923 
Non-current assets included in Others primarily consists of assets held in Canada.







24

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)
    19.    Disposal of VoIP Supply LLC

As disclosed in note 20 of the annual financial statement for the year ended June 30, 2025, during fiscal 2025, the Company initiated plans for the disposal of substantially all of the assets and liabilities from VoIP Supply LLC, as part of its strategic realignment. In accordance with the criteria set out in IFRS 5, the Company determined that the assets and liabilities at VoIP Supply LLC met the criteria of a disposal group.

The associated assets and liabilities within the disposal group were measured at the lower of their carrying amounts and fair value less costs to sell. VoIP Supply LLC did not represent a separate operating segment under IFRS 8, as the Company considers the entire business of the Company from a single operating segment perspective and assesses the performance of the segment based on measures of profit and loss as well as assets and liabilities. As a result, the operating results of VoIP Supply LLC were not determined to meet the criteria of a discontinued operation under IFRS 5.

On June 30, 2025, the Company completed the sale of the VoIP Supply LLC to PVG Technology Holdings, LLC for a total aggregate purchase price of $4,500 (the “Transaction”) which was recorded as a receivable at June 30, 2025 and collected during the nine month periods ended March 31, 2026.

20.    Subsequent events

On April 1, 2026, the Company announced the renewal of the Normal Course Issuer Bid (“NCIB”) with respect to its Shares. Pursuant to the NCIB, the Company may, during the 12-month period commencing April 6, 2026 and ending no later than April 5, 2027, purchase up to 1,663,939 shares, representing 5% of the total number of 33,278,790 shares outstanding as of March 24, 2026, through the facilities of the TSX, the Nasdaq Global Select Market or alternative Canadian trading systems.

21.    Authorization of the consolidated financial statements

The condensed consolidated interim financial statements were authorized for issuance by the Board of Directors on May 13, 2026.
25











sangoma1.jpg


Management discussion and analysis of financial
condition and results of operations for the
three and nine month periods ended March 31, 2026






TABLE OF CONTENTS

INTRODUCTION
         3
OVERVIEW
         5
OVERALL PERFORMANCE
         8
RESULTS OF OPERATIONS
      10
QUARTERLY RESULTS OF OPERATIONS
       17
LIQUIDITY AND CAPITAL RESOURCES
       17
CONTRACTUAL OBLIGATIONS
       20
OFF-BALANCE SHEET ARRANGEMENTS
       20
RELATED PARTY TRANSACTIONS
       20
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
       20
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
       21
OUTSTANDING SHARE INFORMATION
21
GUIDANCE
22
CONTROLS AND PROCEDURES
23
GLOSSARY OF TERMS
24





INTRODUCTION

As used in this Management Discussion and Analysis (“MD&A”), unless the context indicates or requires otherwise, all references to the “Company”, “Sangoma”, “we”, “us”, or “our” refer to Sangoma Technologies Corporation, together with our subsidiaries, on a consolidated basis as constituted on March 31, 2026. The MD&A is for the three and nine month periods ended March 31, 2026 as compared to the same periods in the previous year. This MD&A should be read in conjunction with Sangoma’s audited annual consolidated financial statements and related notes as at and for the year ended June 30, 2025 (“Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”), and the interim financial statements for the three and nine month periods ended March 31, 2026, prepared in accordance with IAS 34. All amounts are in thousands of United States dollars except where otherwise indicated.

Additional information about us, including copies of our continuous disclosure materials, is available on our website at www.sangoma.com, through the EDGAR website at www.sec.gov or through the SEDAR+ website at www.sedarplus.ca.

This MD&A is dated as of May 13, 2026.

NON-IFRS MEASURES

This MD&A contains references to certain non-IFRS financial measures such as Adjusted EBITDA and Free Cash Flow. These measures are used by management to evaluate the performance of the Company and do not have any meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other reporting issuers. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. These non-IFRS measures are used to provide investors with alternative measures of our operating performance and liquidity and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures to compare issuers. Management also uses non-IFRS measures to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation. “Adjusted EBITDA” means earnings before income taxes, interest expense (net), share-based compensation, depreciation (including for right-of-use assets), amortization, restructuring and business integration costs, goodwill impairment, change in fair value of consideration payable and loss on sale divestiture of subsidiary. “Free Cash Flow” means cash flows from operating activities less cash used for purchases of property and equipment and capitalized development costs. The reconciliation of the closest IFRS measure to the non-IFRS measure is set out on pages 16 and 18 herein.

FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements, including statements regarding the future success of our business, development strategies and future opportunities. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to
3




the future, and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include, but are not limited to, statements relating to management’s guidance on revenue and Adjusted EBITDA, expectations regarding demand for the Company’s Products and Services, supply chain dynamics, foreign exchange impacts, cash flows, and other statements that are not historical facts. Words such as “believe”, “could”, “plan”, “estimate”, “expect”, “will”, “intend”, “may”, “potential”, “should”, and similar expressions are intended to identify forward-looking statements.

Although Sangoma believes that the expectations reflected in these forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: supply chain disruptions, cost inflation, or shipping delays, the Company’s ability to execute its go-to-market strategy, including expansion of subscription and cloud services, changes in customer demand, churn, or adoption of new technologies, macroeconomic and geopolitical developments, including inflation, interest rates, recessions, political instability, conflicts, trade restrictions, sanctions, or tariffs, foreign exchange fluctuations, cybersecurity risks, evolving regulatory and compliance requirements, and data sovereignty changes, the Company’s ability to attract and retain key employees, changes in technology, including the impacts of artificial intelligence, automation, or other innovations that could alter competitive dynamics; and the risks and uncertainties described in the Company’s most recently filed Annual Information Form for the fiscal year ended June 30, 2025.

Forward-looking statements are based on the opinions, estimates, and assumptions of management as of the date of this press release and are inherently subject to significant business, economic, and competitive uncertainties and contingencies. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions, or expectations upon which they are based will occur. Except as required by applicable securities laws, Sangoma undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. Sangoma undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by law.
4




OVERVIEW

Sangoma is a leading business communications platform provider with solutions that include its award-winning UCaaS, CCaaS, CPaaS, and Trunking technologies. The enterprise-grade communications suite is developed in-house; available for cloud, hybrid, or on-premises deployments. Additionally, Sangoma’s integrated approach provides managed services for connectivity, network, and security. A trusted communications partner with over 40 years on the market, Sangoma has over 2.7 million UC seats across a diversified base of over 100,000 customers. Sangoma has been recognized for 11 years in the Gartner UCaaS Magic Quadrant. As the primary developer and sponsor of the open source Asterisk and FreePBX projects, Sangoma is determined to continuously drive innovation in communication technology.

Please refer to the Glossary of Terms for detailed definitions of terms used throughout this MD&A.
screenshot2024-10x28at7591.jpg
Unified Communications

Sangoma’s UC platforms are business communication systems (PBXs with advanced UC features, such as presence/chat, conferencing, mobility, fax, and more) that fully integrate with our phones, soft clients, and network interoperability products.

We build our platforms in-house to provide reliable, affordable Unified Communications services with strong security. This approach reduces third-party vulnerabilities and allows us to swiftly troubleshoot and customize solutions for customers.

Cloud-Based Business Phone Solution (UCaaS)

Sangoma UC Cloud

5




Our intuitive cloud solutions seamlessly integrate voice, video, messaging, and call center capabilities into a single platform, enhancing productivity and streamlining operations at a fraction of the cost. Experience true white-glove support.

Sangoma UC Hybrid

Our hybrid UCaaS is powered by our unique cloud architecture, which includes our on-premises StarBox® appliance and cloud-based network backbone components. This blend of cloud and on-premises ensures unparalleled scalability, flexibility, and reliability for your business communications. It provides local survivability, multiple failover options (4G LTE / POTS lines) and multi-location flexibility.

On-Premises Business Phone Solution

Sangoma UC Prem

Sangoma also offers the more traditional on-premise UC phone system, giving administrators complete control over updates and integrations, to deploy their business phone system on-premises. Whether deployed on a dedicated appliance or in the customer’s virtual environment, Sangoma provides the power and connectivity customers and partners can trust.

IP DeskPhone, headsets, UC Clients and Softphones

Sangoma offers a variety of IP deskphones and headsets for both cloud and on-premise systems, featuring HD Voice and seamless integration with UC systems. Their headsets support connectivity with phones or computers and allow roaming up to 325 feet. Additionally, Sangoma provides UC Clients and Softphones for making business calls via smartphone or computer, functioning as a primary phone or desk phone extension.

Additional Communications Products

Contact Center as a Service (CCaaS)

Sangoma CX is a cloud-based Contact Center as a Service (CCaaS) solution that enhances customer experience by integrating with UCaaS offerings. It enables businesses to manage inbound interactions across various channels and supports outbound call campaigns. With features like end-to-end encryption, AI automation, and an intuitive interface, it streamlines contact center operations for higher agent productivity and improved customer experience.

Communications Platform as a Service (CPaaS)

Sangoma CPaaS allows developers to create applications with real-time communication features like voice, video, chat, and SMS via the cloud. Sangoma provides a platform for developers and customers to build communication services using voice, APIs, WebRTC, and SMS. To ensure optimal performance, Sangoma offers its own SIP trunking service and sells communication apps based on their CPaaS product.


6




Video, meetings, and collaboration
Sangoma Meet is our video meetings, cloud-based service accessible from desktop or mobile. It enables file sharing on screen, integrates seamlessly with your calendar, and enables PSTN phone calls. TeamHub is Sangoma’s collaboration platform, which allows users to interact via chatting, calling, and video.

Trunking as a Service (Taas)

SIP trunks provide Internet-based telephony services using existing internet connections, eliminating the need for separate PSTN or digital connections. SIP trunking is increasingly popular for connecting an IP PBX system to a phone company due to cost efficiency and UC features. Sangoma offers two SIP trunking services: Retail SIP Trunking, with predictable monthly costs and easy integration into UC platforms, including a fax service; and Wholesale SIP Trunking, which is usage-based with a larger monthly minimum, suitable for large businesses. Additionally, Sangoma provides FaxStation, a hosted fax service with a telecom appliance for secure fax communication.

MSP Portfolio

Sangoma’s cloud-based Managed Service Provider (MSP) offerings deliver essential communication services that businesses rely on, enhancing our comprehensive suite of Communications as a Service solutions. This MSP product line is founded on a seamlessly integrated, enterprise-grade, end-to-end managed network, all backed by a dedicated 24/7 team of expert network engineers.The current MSP offering includes: SD-WAN, Internet, VPN, 5G, and WiFi access points. Sangoma also provides Managed Security solutions, which include anti-spam & antivirus, VPN, content filtering, data protection, and interaction detection.

Hardware

Sangoma provides network interconnection products that seamlessly link various types of networks. These products enable the connection of VoIP networks to PSTN, mobile networks, or even to other VoIP networks, ensuring versatile and efficient communication.

Sangoma provides solutions for secure and interoperable VoIP network connections, including Session Border Controllers (SBCs) and VoIP gateways. SBCs manage security and connectivity between various networks, available as hardware, software, or hybrid solutions. VoIP gateways facilitate voice traffic between VoIP and traditional PSTN networks. Additionally, Sangoma offers PSTN interface and media processing boards for developers needing to connect to the PSTN, maximizing flexibility and compatibility in various environments. All products have broad interoperability certifications.

Open-Source Software Products

Sangoma is the main developer and sponsor of the Asterisk project, the most widely used open-source communications software, and the FreePBX project, the most popular open-source PBX software. Sangoma also provides revenue-generating products and services beyond these open-source projects. These include software add-ons, IP phones, SIP trunking, cloud-based fax, training, technical support, maintenance, PSTN cards, VoIP gateways, session border controllers, and commercial versions of the PBX/UC software.

7




OVERALL PERFORMANCE

Operational

Sangoma is a trusted leader in developing technology platforms for essential business communications. Customers include companies in the SMB, mid-market and enterprise spaces looking for all the advantages of cloud-based communications at a fair price. Sangoma offers a wide range of products to complement its services, delivering high-quality solutions through a global network of partners and distributors.

Sangoma has always been operated and managed as a single economic entity. There is one management team that directs the activities of all aspects of the Company and it is managed globally by our executive team. As a result, we believe that we have one reporting segment, being the consolidated Company. Over time, this may change as the Company grows and when this occurs, we will reflect the change in our reporting practice.

Revenue

Sangoma generates revenue from both Services and Products. Our Services revenue is generated primarily from customers entering recurring revenue agreements for services such as our UCaaS platforms and MSP services. Product revenues are comprised of the sale of products and services that generate non-recurring revenue, including our UC on-prem platform and hardware.

Innovation

Sangoma is committed to advancing its AI capabilities by investing in and developing its proprietary AI platform and collaborating with leading third-party AI platforms.

By building on top of our existing CPaaS offerings and leveraging the low code/no code Studio workflow engine, we are delivering innovative Voice AI and Knowledge AI (RAG) Agent solutions that seamlessly integrate with our existing Cloud, Hybrid, and Prem products and services.

This approach ensures that our partners and customers benefit from both our in-house expertise and the broader AI ecosystem, enhancing their operations with cutting-edge, AI-driven services and insights.

Sales and marketing

Over the past year, Sangoma has undergone a transformation in its go-to-market strategy. We’ve embarked on a brand revitalization program with a strong focus on our digital properties, including new company positioning and refined messaging that reflects who we are as a company. We have established continuous education and training programs in collaboration with distributors and partners. Additionally, we have forged robust partnerships with key Technology Services Distributors (TSDs) like Telarus, Avant, App Direct, Intelisys, Jenne, and ScanSource to grow our business nationwide through the channel.




8




Sales

Sangoma utilizes a 100% channel-driven 'go to market' strategy, collaborating with diverse partners and market influencers. Our network includes individual agents, large technology service distributors (TSDs), and both national and regional distributors. Our customers span from mid-market enterprises needing distributed solutions to smaller SMBs that rely on our partners for digital infrastructure strategies.

Sangoma thrives in several sectors, notably healthcare, retail, and service providers. Through the Pinnacle Channel Partner Program, we offer extensive support to our partners, enabling them to deliver Sangoma's essential communication platform solutions to their end users. This support includes formal lead registration, training, quoting assistance, co-marketing efforts, and competitive commission structures and incentives.

Marketing

Sangoma's marketing goals are seamlessly aligned with its business objectives, which focus on driving revenue growth and delivering value to stakeholders. We also recognize the importance of increased brand visibility, recognition, and trust within the channel partner community and among end users.

Four key pillars anchor our marketing transformation: brand development and perception, channel marketing and enablement, lead generation, and fostering a culture of innovation and process efficiency.

For brand development, Sangoma has clarified its position as a leader in the communications industry, known for developing essential communication platforms with in-house software for all UC deployment types. This is complemented by offerings such as SIP trunking, hardware, managed services, and managed security.

Channel marketing and enablement are crucial for Sangoma, as we are dedicated to supporting our channel partners and distributors. Our multichannel strategy includes large and small events, webinars, trainings, online advertising, email marketing, public relations, promotional programs, and discounts.

In lead generation, our goal is to deliver more qualified leads to our partners, utilizing both outbound and inbound strategies. These are multichannel efforts targeting our Ideal Customer Profile with key messages about our solutions. Tactics include email, calls, content marketing, online advertising, social media, and public relations.

Lastly, cultivating a strong culture of trust and rapid experimentation, combined with robust CRM and email automation processes, is vital to our marketing transformation.
9




RESULTS OF OPERATIONS

All amounts are in thousands of United States dollars except where otherwise indicated.

SUMMARY

The following table outlines our unaudited condensed consolidated interim statements of loss and comprehensive loss for the periods indicated:

Three month periods ended
March 31
Nine month periods ended
March 31
20262025ChangeChange20262025ChangeChange
$$$%$$$%
Revenue50,995 58,067 (7,072)(12)%153,263 177,330 (24,067)(14)%
Cost of sales14,634 18,028 (3,394)(19)%41,851 55,622 (13,771)(25)%
Gross profit36,361 40,039 (3,678)(9)%111,412 121,708 (10,296)(8)%
Expenses
Sales and marketing12,466 12,949 (483)(4)%36,943 38,104 (1,161)(3)%
Research and development10,771 10,466 305 3%32,496 32,131 365 1%
General and administration7,266 8,991 (1,725)(19)%23,319 29,126 (5,807)(20)%
Amortization of intangible assets7,974 8,199 (225)(3)%24,138 24,596 (458)(2)%
Interest expense (net)450 871 (421)(48)%1,575 3,354 (1,779)(53)%
Restructuring and business integration costs355 272 83 31%1,057 514 543 106%
Loss before income tax(2,921)(1,709)(1,212)71%(8,116)(6,117)(1,999)33%
Provision for income taxes
Current29 1,092 (1,063)(97)%789 2,466 (1,677)(68)%
Deferred(615)(1,373)758 (55)%(2,237)(3,364)1,127 (34)%
Net loss(2,335)(1,428)(907)64%(6,668)(5,219)(1,449)28%
Other comprehensive income (loss)
Items to be reclassified to net income (loss)
Loss in fair value of interest rate swaps, net of tax(24)(112)88 (79)%(145)(510)365 (72)%
Foreign currency translation gain213 — 213 100%110 — 110 100%
Comprehensive loss(2,146)(1,540)(606)39%(6,703)(5,729)(974)17%
Loss per share
   Basic and diluted$(0.07)$(0.04)$(0.03)75%$(0.20)$(0.16)$(0.04)25%
Weighted average shares outstanding (thousands)
   Basic and diluted33,153 33,437 (285)— 33,227 33,522 (295)(1)%














10




REVIEW OF OPERATIONS

The Company’s results include VoIP Supply, LLC (“VS”) as the Company owned and operated VS for the entirety of Fiscal 2025. To facilitate comparability, Sangoma has also provided certain supplemental metrics—such as revenue, cost of sales, gross profit and margin, and Adjusted EBITDA—excluding VS, as further described within the MD&A.

Revenue Product vs Service

Three month periods ended
March 31
Three month periods ended December 31,
Nine month periods ended
March 31
20262025ChangeChange2025ChangeChange20262025ChangeChange
$$$%$$%$$$%
Service revenue$46,77548,543(1,768)(4)%47,579(804)(2)%141,232147,043(5,811)(4)%
% of total revenue92%84%8%92%—%92%83%9%
Product revenue$4,220$9,524$(5,304)(56)%3,8713499%12,03130,287(18,256)(60)%
% of total revenue8%16%(8)%8%—%8%17%(9)%
Total revenue$50,995$58,067$(7,072)(12)%51,450(455)(1)%153,263177,330(24,067)(14)%

Quarterly Comparison

Service revenue for the third quarter of fiscal 2026 was $46,775 at 92% of total revenue, slightly lower compared to $48,078 at 93% of total revenue in the equivalent quarter of the prior year without VS. On a quarter-over-quarter basis, Service revenue was 2% lower compared to $47,579 in the second quarter of fiscal 2026. The decrease was primarily from cloud services revenue.

Product revenue for the third quarter of fiscal 2026 was $4,220 compared to $3,723 of Product revenue without VS in the equivalent quarter of the prior year. On a quarter-over-quarter basis, Product revenue was up 9% compared to $3,871 in the second quarter of fiscal 2026. The increase was primarily due to large customer orders of phones.

Total revenue for the third quarter of fiscal 2026 was $50,995, lower as compared to $51,801 of total revenue in the equivalent quarter of the prior year without VS. On a quarter-over-quarter basis, total revenue was lower compared to $51,450 in the second quarter of fiscal 2026. Revenue mix for the quarter was in line with the Company’s expectations.

YTD Comparison

For the first three quarters of fiscal 2026, Service revenue was $141,232 at 92% of total revenue, lower compared to $145,591 at 93% of total revenue in the the same period a year ago without VS. The decline in Service revenue was primarily the result of longer sales cycles for larger deals.

For the first three quarters of fiscal 2026, Product revenue was $12,031 at 8% of total revenue, higher compared to $11,412 at 7% of total revenue in the the same period a year ago without VS. The increase was the result of a higher attachment rate of product sales to larger sales deals during fiscal 2026.



11




Cost of sales and gross profit

Three month periods ended
March 31
Three month periods ended December 31,
Nine month periods ended
March 31
20262025ChangeChange2025ChangeChange20262025ChangeChange
$$$%$$%$$$%
Cost of sales14,63418,028(3,394)(19)%13,2041,43011%41,85155,622(13,771)(25)%
Gross profit36,36140,039(3,678)(9)%38,246(1,885)(5)%111,412121,708(10,296)(8)%
Gross margin71%69%2%74%(3)%73%69%4%


Quarterly Comparison

Cost of sales for the third quarter of fiscal 2026 was $14,634 compared to $12,945 without VS in the equivalent quarter of the prior year. On a quarter-over-quarter basis, cost of sales was higher compared to $13,204 in the second quarter of fiscal 2026 as the Company saw an increase in Product revenue.

Gross profit and margin for the third quarter of fiscal 2026, were $36,361 and 71% respectively, lower than $38,856 and 75% in the equivalent quarter of the prior year without VS. This change was driven mainly by an increase in the Company’s lower margin TaaS revenue and increase in Product sales. On a quarter-over-quarter basis, gross profit was lower compared to $38,246 and 74% in the second quarter of fiscal 2026. The decrease was primarily the result of higher Product revenue which normally has a higher cost of sales.


YTD Comparison

For the first three quarters of fiscal 2026, cost of sales was $41,851, higher compared to $39,031 in the same period a year ago without VS.

For the first three quarters of fiscal 2026, gross profit and margin were $111,412 and 73%, compared to $117,972 and 75% in the same period a year ago without VS.
















12





Expenses

Costs are allocated to four main categories as follow:

Three month periods ended
March 31
Three month periods ended December 31,
Nine month periods ended
March 31
20262025ChangeChange2025ChangeChange20262025ChangeChange
$$$%$$%$$$%
Sales and marketing12,466 12,949 (483)(4)%12,752 (286)(2)%36,943 38,104 (1,161)(3)%
Research and development10,771 10,466 305 3%10,412 359 3%32,496 32,131 365 1%
General and administration7,266 8,991 (1,725)(19)%8,807 (1,541)(17)%23,319 29,126 (5,807)(20)%
Amortization of intangible assets7,974 8,199 (225)(3)%7,992 (18)—%24,138 24,596 (458)(2)%

Sales and marketing

Quarterly Comparison

Sales and marketing expense was $12,466 for the third quarter of fiscal 2026, decreased by 4% from the $12,949 incurred in the equivalent quarter of the prior year, at 24% of revenue compared to 22% the same quarter a year ago. The decrease was mainly attributed to continuing efforts to refine and focus the marketing efforts with our Go-To-Market strategy. The increase as a percentage of revenue reflects the decline in total revenue rather than an increase in spending, as absolute costs decreased in both the quarter and year-to-date periods. On a quarter-over-quarter basis, sales and marketing decreased by 2% compared to $12,752 in the second quarter of fiscal 2026 in line with the Company’s Go-To-Market efforts, and marketing resources focused on lead generation.

YTD Comparison

Consistent with the results in the second quarter, for the first three quarters of fiscal 2026, sales and marketing expense was $36,943 decreased from the $38,104 in the equivalent period of the prior year, at 24% of revenue compared to 21% of revenue a year ago.

Research and development

A portion of the Company’s R&D costs are capitalized each period and amortized on a straight-line basis over three years (see the audited consolidated financial statements and related notes for the fiscal year ended June 30, 2025, available at www.sedarplus.ca and www.sec.gov).

Quarterly Comparison

The research and development costs incurred and amortized during the third quarter of fiscal 2026 were $10,771 up 3% from the $10,466 incurred in the equivalent quarter of the prior year, at approximately 21% of revenue compared to 18% a year ago. On a quarter-over-quarter basis, research and development up 3% compared to $10,412 in the second quarter of fiscal 2026, at approximately 20% of revenue.

YTD Comparison

13




For the first three quarters of fiscal 2026, the research and development cost was $32,496, up from the $32,131 in the equivalent period of the prior year, at approximately 21% of revenue compared to 18% a year ago. The increase was mainly due to higher amortization of development costs, which is from the capitalization of those costs relating to new products and services.

For the quarter ended March 31, 2026, the Company did not have any significant projects that have not yet generated revenue, nor did it have any products or services that are not fully developed, and which are material to the Company, therefore no impairment was assessed on any projects.

General and administration

Quarterly Comparison

During the third quarter of fiscal 2026, general and administration expenses were $7,266 at approximately 14% of revenue, which decreased by 19% from the $8,991 at approximately 15% of revenue in the equivalent quarter of the prior year. The decrease is due to the Company’s ongoing cost savings initiatives. On a quarter-over-quarter basis, general and administration decreased by 17% compared to $8,807 in the second quarter of fiscal 2026, relating to continuous and focused cost initiatives and prudent cost management.

YTD Comparison

For the first three quarters of fiscal 2026, general and administration expenses were $23,319, decreased by 20% compared to the $29,126 in the equivalent period of the prior year, at approximately 15% of revenue compared to 16%, respectively. This decrease in the Company’s general and administration spending is primarily a result of savings and prudent and careful management of overhead costs.

Amortization of intangible assets

Quarterly Comparison

Amortization of intangible assets was $7,974 for the third quarter of fiscal 2026, decreased by 3% compared to the $8,199 incurred in the equivalent quarter of the prior year, at approximately 16% of revenue compared to 14%, respectively. On a quarter-over-quarter basis, Amortization of intangible assets was slightly lower compared to $7,992 in the second quarter of fiscal 2026.

YTD Comparison

For the first three quarters of fiscal 2026, it was $24,138, decreased by 2% compared to the $24,596 in the equivalent period of the prior year, at approximately 16% of revenue compared to 14%, respectively.

Other expenses are allocated as follow:

14




Three month periods ended
March 31
Three month periods ended December 31,
Nine month periods ended
March 31
20262025ChangeChange2025ChangeChange20262025ChangeChange
$$$%$$%$$$%
Interest expense (net)450871(421)(48)%476 (26)(5)%1,575 3,354 (1,779)(53)%
Restructuring and business integration costs3552728331%139216155%1,057 514 543 106%


Interest expense (net)

Quarterly Comparison

Net interest expense was $450 for the third quarter of fiscal 2026, a savings of $421 from the $871 incurred in the equivalent quarter of the prior year. The savings of 48% on the interest expense was primarily driven by the quarterly repayments of the term loans, the repayments of the first term loan and revolving credit facility in full, and interest income from its liquidable money market deposit account. On a quarter-over-quarter basis, net interest expense decreased by 5% compared to $476 in the second quarter of fiscal 2026.


YTD Comparison

For the first three quarters of fiscal 2026, it was $1,575, decreased by 53% from the $3,354 in the equivalent period of the prior year. The savings of $1,779 in interest expense is as a result of lower interest rates and the repayments of $15,450 in the term loans in the first three quarters of fiscal 2026. As at March 31, 2026, the total outstanding debt decreased to $32,450 from $47,900 as at June 30, 2025.

Restructuring and business integration costs

Quarterly Comparison

The restructuring cost was $355 for the third quarter of fiscal 2026 compared to $272 incurred in the equivalent quarter of the prior year, and $139 in the second quarter of fiscal 2026.


YTD Comparison

For the first three quarters of fiscal 2026, the restructuring cost was $1,057, up from the $514 in the equivalent period of the prior year. These costs are directly related to actions taken as to better align resources with strategic priorities.

Net loss

Quarterly Comparison

Net loss for the third quarter of fiscal 2026 was $2,335 ($0.07 loss per share fully diluted), compared to a net loss of $1,428 ($0.04 loss per share fully diluted) incurred in the equivalent quarter of the prior year.
15





YTD Comparison

For the first three quarters of fiscal 2026, it was a net loss $6,668 ($0.20 loss per share fully diluted), compared to a net loss of $5,219 ($0.16 loss per share fully diluted), in the equivalent period of the prior year.

Adjusted EBITDA
The derivation of Adjusted EBITDA and the reconciliation of net loss to Adjusted EBITDA for the comparable periods are shown in the table below.
Three month periods ended
March 31
Nine month periods ended
March 31
20262025ChangeChange20262025ChangeChange
$$$%$$$%
Net loss(2,335)(1,428)(907)64%(6,668)(5,219)(1,449)28%
Tax recovery(586)(281)(305)109%(1,448)(898)(550)61%
Interest expense (net)450 871 (421)(48)%1,575 3,354 (1,779)(53)%
Share-based compensation431 517 (86)(17)%1,790 2,283 (493)(22)%
Depreciation of property and equipment820 982 (162)(16)%2,529 3,073 (544)(18)%
Depreciation of right-of-use assets366 640 (274)(43)%1,134 1,971 (837)(42)%
Amortization of intangibles7,974 8,199 (225)(3)%24,138 24,596 (458)(2)%
Restructuring and business integration costs355 272 83 31%1,057 514 543 106%
Adjusted EBITDA7,475 9,772 (2,297)(24)%24,107 29,674 (5,567)(19)%
AEBITDA as a % of revenue15%17%(2)%16%17%(1)%

Quarterly Comparison

Adjusted EBITDA for the third quarter of fiscal 2026 was $7,475, lower than the $9,772 in the equivalent quarter of the prior year, at 15% and 17% of revenue in each period respectively.

YTD Comparison

For the first three quarters of fiscal 2026, it was $24,107 lower than the $29,674 incurred in equivalent period of the prior year. Adjusted EBITDA in terms of percentage of revenue at 16% slightly lower than the Company’s expectation.















16




QUARTERLY RESULTS OF OPERATIONS
Selected financial information over the prior eight quarters is shown in the table below.
FourthFirstSecondThirdFourthFirstSecondThird
quarterquarterquarterquarterquarterquarterquarterquarter
20242025202520252025202620262026
Revenue$60,934$60,150$59,113$58,067$59,362$50,818$51,450$50,995
Gross Profit$41,807$41,181$40,488$40,039$40,041$36,805$38,246$36,361
Operating Expenses1
$41,600$42,056$41,296$40,605$39,063$38,456$39,963$38,477
Net (loss) income$(1,708)$(1,910)$(1,881)$(1,428)$209$(2,337)$(1,996)$(2,335)
 Earnings (loss) per share - basic$(0.05)$(0.06)$(0.06)$(0.04)$0.01$(0.07)$(0.06)$(0.07)
Earnings (loss) per share - diluted$(0.05)$(0.06)$(0.06)$(0.04)$0.01$(0.07)$(0.06)$(0.07)
Free Cash Flow$8,305$10,012$9,786$8,355$4,794$3,230$8,038$3,577
Free Cash Flow per share - basic$0.25$0.30$0.29$0.25$0.14$0.10$0.24$0.11
Free Cash Flow per share - diluted$0.25$0.30$0.29$0.25$0.14$0.10$0.24$0.11
Adjusted EBITDA$11,110$9,814$10,088$9,772$11,361$8,297$8,335$7,475
AEBITDA as a % Revenue18%16%17%17%19%16%16%15%
AEBITDA as a % Revenue quarterly change(2)%1%—%2%(3)%—%(1)%

1 Operating Expenses consist of sales and marketing, research and development, general and administration and amortization of intangible assets.


Sales and Net Loss by Quarter

As indicated in Fiscal 2025, the Company recently completed a comprehensive transformation of its go-to-market approach, which, while necessary for long-term scalability, contributed to extended sales cycles particularly for larger enterprise accounts and temporarily delayed revenue growth. With this foundational work now complete, the Company has shifted its focus to revenue generation and customer acquisition in fiscal 2026, with sequential quarterly growth forecasted beginning in the second fiscal quarter. The Company achieved sequential revenue growth from Q1 to Q2 of fiscal 2026, consistent with its expectations. In Q3, macro factors, including softer international demand, resulted in lower-than-anticipated sequential revenue, partially offsetting the progress made earlier in the year. The cost-savings initiatives have helped maintain Adjusted EBITDA margin within the range of 15-19% over the past eight quarters. Services revenue continues to account for the majority of total revenue at 92% this quarter, and the Company did see an uptick in Product sales partially offset the decrease in Service revenue.

LIQUIDITY AND CAPITAL RESOURCES

As at March 31, 2026, the Company had current assets of $40,687 and current liabilities of $45,302, compared with $42,622 and $49,476 at June 30, 2025, respectively. The decrease in current assets is mainly due to inventories, trade and other receivables, while the decrease in current liabilities is primarily due to sales tax payable and contract liabilities.

Cash of $15,195 on March 31, 2026 was 13% higher than the $13,494 on June 30, 2025. The Company used a portion of its cash to continue servicing the debts and buyback of common shares. During the first three quarters of fiscal 2026, the Company repaid $15,450 in term loan payments compared to $16,175 in term loan and $8,600 in revolving credit facility in fiscal 2025. As at March 31, 2026, the total
17




outstanding debt was reduced 39% to $32,450 from $53,050 as at March 31, 2025, and reduced 32% from $47,900 as at June 30, 2025.

Trade receivables of $9,654 on March 31, 2026, were lower than the $10,631 on June 30, 2025. The proceeds of $4,500 for the sale of VoIP Supply LLC included in the other receivables on June 30, 2025 was received in the first quarter of fiscal 2026.

Inventories of $7,348 on March 31, 2026, were $879 lower than the $8,227 on June 30, 2025 due to the Company continuing to focus on selling existing inventories first while managing new purchases.

The Company’s net cash flows from operating activities in the third quarter of fiscal 2026 was $5,975, lower than the $10,620 incurred in the equivalent quarter of the prior year. Net cash provided by operating activities as a percentage of Adjusted EBITDA for the third quarter of fiscal 2026 was 80% compared to 109% in the equivalent quarter of the prior year and below the Company's previously stated expectation of 90%–100%. The shortfall relative to the prior expectation was primarily driven by increased cash taxes, investment in working capital this quarter and by lower-than-anticipated revenue, compressed gross margins resulting from softer international demand and the impact of current macroeconomic conditions in the quarter.

The Company’s net cash flows from operating activities in the first three quarters of fiscal 2026 was $21,044, lower than the $34,660 incurred in the equivalent period of the prior year. Net cash provided by operating activities as a percentage of Adjusted EBITDA for the first three quarters of fiscal 2026 was 87% compared to 117% in the equivalent period of the prior year.


Free Cash Flow

The derivation of Free Cash Flow and the reconciliation of net cash from operating activities to Free Cash Flow for the comparable periods are shown in the table below.

Three month periods ended
March 31
Nine month periods ended
March 31
20262025ChangeChange20262025ChangeChange
$$$%$$$%
Net cash provided by operating activities5,975 10,620 (4,645)(44)%21,044 34,660 (13,616)(39)%
Purchase of property and equipment(900)(622)(278)45%(1,563)(1,569)—%
Development costs(1,498)(1,643)145 (9)%(4,636)(4,938)302 (6)%
Free Cash Flow3,577 8,355 (4,778)(57)%14,845 28,153 (13,308)(47)%
Free Cash Flow per share - basic & diluted$0.11 $0.25 $(0.14)(57)%$0.45 $0.84 $(0.39)(47)%
Weighted average shares outstanding - basic & diluted33,15333,437-284(1)%33,22733,522-295(1)%

Free Cash Flow for the third quarter of fiscal 2026 was $3,577 ($0.11 per share fully diluted), lower than the $8,355 ($0.25 per share fully diluted) incurred in the equivalent quarter of the prior year.


For the first three quarters of fiscal 2026, it was $14,845 ($0.45 per share fully diluted) compared to $28,153 ($0.84 per share fully diluted) in the equivalent period of the prior year.

18





Credit Facility

On October 18, 2019, the Company entered into a new credit agreement (the “Original Credit Agreement”) in favour of its subsidiaries, Sangoma Technologies Inc. and Sangoma US Inc. (the “Borrowers”) with inter alia The Toronto-Dominion Bank and The Bank of Montreal, as lenders (the “Lenders”). Under the terms of the Original Credit Agreement, the Lenders provided the Borrowers with a term loan facility to refinance the Company’s existing credit facilities and to fund part of the purchase of Voip Innovation Acquisition.

On March 31, 2021, the Company entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) which amended and restated the Original Credit Agreement to allow the Company to fund part of the StarBlue Acquisition.

On March 28, 2022, the Company entered into the Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) which amended and restated the Amended and Restated Credit Agreement to allow the Company to fund part of the NetFortris Acquisition. The Second Amended and Restated Credit Agreement is comprised of: (i) a $6,000 revolving credit facility, (ii) a $21,750 term credit facility, which was used to partially fund the Voip Innovation Acquisition (iii) a $52,500 term credit facility, which was used to partially fund the StarBlue Acquisition, (iv) a $45,000 term credit facility, which was used to partially fund the NetFortris Acquisition (the “Term 3 Facility”), and (v) a $1,500 swingline credit facility.

On June 28, 2022, the Company entered into the first amendment to the Second Amended and Restated Credit Agreement to reflect certain administrative amendments and to amend the amount of the Term 3 Facility quarterly principal installments.

On October 19, 2022 and January 31, 2023 the Company drew down $3,000 and $2,300 from the revolving credit facility, respectively which were fully repaid on June 28, 2024.

On April 6, 2023 the Company entered into a second amendment to the Second Amended and Restated Credit Agreement to reflect certain administrative amendments and to amend the amount of the revolving credit facility from $6,000 to $20,000 and the amount of the swingline credit facility from $1,500 to $5,000. Both the first term loan and the the revolving credit facility were fully repaid in fiscal 2025.

On June 4, 2024, the Company entered into the third amendment to the Second Amended and Restated Credit Agreement to reflect certain administrative amendments. As at March 31, 2026, the total debt outstanding is $32,450 compared to $53,050 as at March 31, 2025 and $47,900 as at June 30, 2025.

Under its Second Amended and Restated Credit Agreement with its lenders, the Company must satisfy certain financial covenants, principally in respect of total funded debt to earnings before interest, taxes and amortization, and debt service coverage ratio. As at March 31, 2026, the Company was in compliance with all covenants related to its Credit Agreement.




19




CONTRACTUAL OBLIGATIONS

The following table shows the movement in contractual liabilities from July 1, 2025 to March 31, 2026:

$
Opening balance, July 1, 2024
12,654 
Revenue deferred during the period
36,627 
Deferred revenue recognized as revenue during the period
(39,549)
Ending balance, June 30, 2025
9,732 
Revenue deferred during the period
84,523 
Deferred revenue recognized as revenue during the period
(88,094)
Ending balance, March 31, 2026
6,161 
Contract liabilities - Current3,482 
Contract liabilities - Non-current2,679 
6,161 


Commitments

The table below outlines our contractual commitments as of March 31, 2026:

within 12 months13-24 months25-36 months>36 monthsTotal
$ $ $ $ $
Accounts payable and accrued liabilities17,291    17,291 
Sales tax payable1,919    1,919 
Operating facility and loans20,600 11,850 — — 32,450 
Lease obligations on right of use assets1,773 1,416 1,180 3,602 7,971 
Other non-current liabilities— — — 1,708 1,708 
41,583 13,266 1,180 5,310 61,339 

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of Sangoma.

RELATED PARTY TRANSACTIONS

Except as disclosed in the notes to the consolidated financial statements, the Company is not party to any material transactions with related parties.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We review these estimates on an ongoing basis based on management’s best knowledge of current events and actions that we may undertake in the future. Actual results could differ
20




from these estimates. All significant estimates and critical judgments, estimates, and assumptions are described in Note 3 of the Company’s Financial Statements.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The fair values of the cash and cash equivalents, trade and other receivables, contract assets, other current assets, accounts payable and accrued liabilities, approximate their carrying values due to the relatively short-term nature of these financial instruments or as these financial instruments are fair valued at each reporting period. The fair values of operating facility and loans approximate their carrying values due to variable interest loans or fixed rate loan, which represent market rate. Derivative assets and liabilities and consideration payable are recorded at fair value. Further details relating to our financial instruments, the risks associated with the financial instruments and how we manage those risks, are described in Note 4 of the Company’s Financial Statements.

SIGNIFICANT EVENTS

Normal Course Issuer Bid

On March 25, 2025, the Company announced its intention to make an Normal Course Issuer Bid (“NCIB”) with respect to its Shares. Pursuant to the NCIB, during the 12-month period commencing March 27, 2025 and ending no later than March 26, 2026, the Company was authorized to purchase up to 1,679,720 shares, representing 5% of the total number of 33,594,409 shares outstanding as of March 17, 2025, through the facilities of the TSX, the Nasdaq Global Select Market or alternative Canadian trading systems.

Under the term of the NCIB, during the three and nine month periods ended March 31, 2026, the Company purchased a total of 195,949 common shares (March 31, 2025 – 26,558) at an average price of $5.02 per share (March 31, 2025 - $4.43), for total consideration of $985 (March 31, 2025 - $118). During the nine month period ended March 31, 2026, the Company cancelled a total of 270,694 (March 31, 2025 – 17,529) common shares including 195,949 purchased in fiscal 2026 and 74,745 purchased at the end of fiscal 2025. the Company recorded a total reduction of $1,028 (March 31, 2025 - $78) in share capital for the value of the common shares settled and cancelled in the periods.

Subsequent to the quarter end, on April 1, 2026, the TSX accepted the Company's notice to renew its NCIB for a further 12-month period commencing April 6, 2026 and ending no later than April 5, 2027, under which the Company may purchase up to 1,663,939 Shares, representing approximately 5% of the 33,278,790 Shares outstanding as of March 24, 2026, through the facilities of the TSX, the Nasdaq Global Select Market, or alternative Canadian trading systems. The Company has not yet purchased any shares under the current NCIB.

OUTSTANDING SHARE INFORMATION

We are currently authorized to issue an unlimited number of common shares. As of the date hereof, 33,278,790 common shares, 243,005 stock options and 1,600,610 share units are issued and outstanding.



21




GUIDANCE

Guidance for Fiscal 2026

Sangoma provided guidance for Fiscal 2026 on September 17, 2025, which it reaffirmed on November 5, 2025. That guidance included total revenue in the range of $200 - $210 million, with sequential growth expected in the second quarter of Fiscal 2026, and an Adjusted EBITDA² margin in the range of 17%-19%, inclusive of incremental go-to-market investments to stimulate organic growth. Sangoma narrowed its Fiscal 2026 guidance on February 4, 2026, providing total revenue in the range of $205–$208 million and an Adjusted EBITDA² margin in the range of 17-18%.

In light of shifts in revenue timing, product mix, and current macroeconomic conditions, Sangoma is revising its Fiscal 2026 guidance as follows:

Total revenue: $204 – $205 million
Adjusted EBITDA² margin: 15%–16%

Our guidance is based on the Company’s assessment of numerous material assumptions, including but not limited to the following:

Operational & Supply Chain
The Company’s ability to effectively manage ongoing supply chain dynamics, including securing necessary electronic components and parts, contract manufacturers delivering finished products on schedule, and no material increases in the cost of components, labor, or logistics.
Shipping lanes and freight services remaining available without significant delay or cost escalation.
Tariffs, trade restrictions, and import duties applicable to the Company's hardware products manufactured outside the United States and imported for sale in the US market not increasing materially beyond current levels, and no introduction of new trade restrictions or regulatory barriers that would further impact the Company's hardware cost structure, product pricing, or demand environment.
Go-to-Market & Revenue
The successful execution of the Company’s go-to-market transformation and related initiatives, including expansion of sales capacity, improved channel enablement, and increasing customer adoption of subscription-based services.
Revenue trends consistent with those observed in Fiscal 2025 to date, adjusted for anticipated market conditions in Fiscal 2026.
Continued customer demand for both Services and Products, supported by stable renewal rates, new logo acquisition, and expansion within the existing customer base.
The Company’s internal sales force and channel partners delivering forecasted revenue in line with management expectations.
International revenue remaining stable and not subject to material disruption as a result of ongoing geopolitical conflicts, including instability in the Middle East and surrounding regions, which has introduced uncertainty in certain international markets and may affect customer
22




purchasing decisions, deal timing, and the Company's ability to close opportunities in affected geographies.
Market & Macroeconomic Environment
Continued expansion of the global UCaaS and cloud communications markets, supported by ongoing digital transformation and hybrid work adoption.
General macroeconomic conditions not deteriorating beyond currently anticipated levels, including inflation, interest rates, recessions, geopolitical conflicts, political instability, or government fiscal constraints.
Customers & Ecosystem
Customers maintaining their business operations and technology investment levels without significant disruption that would materially reduce demand for the Company’s Products or Services.
Stable or growing demand from key verticals, including SMB, enterprise, and channel-driven markets.
The ability of customers and partners to adapt to evolving regulatory, security, and compliance requirements without negatively impacting purchase cycles.
Currency & Financial
Foreign exchange rates remain within a range that does not materially impact reported results.
Access to capital and credit markets remains available on reasonable terms, with no material change in financing costs.
Talent & Execution
The Company’s continued ability to attract, develop, and retain key employees necessary to support growth and innovation.
No significant labor disruptions, attrition spikes, or challenges in securing specialized talent in technology, sales, or operations.
Execution of planned product roadmaps and technology enhancements on time and within budget.



CONTROLS AND PROCEDURES

Management of the Company, under the supervision of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining (i) disclosure controls and procedures, and (ii) adequate internal control over financial reporting (“ICFR”) (as defined under applicable Canadian securities laws and by the United States Securities and Exchange Commission (“SEC”) in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for the company to ensure that (i) material information relating to the Company is made known to management by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual and interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time period specified in securities legislation.

Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer and oversight of the Board of Directors evaluated the effectiveness of our ICFR as of March 31, 2026 against the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon the evaluation,
23




management has concluded that the Company’s disclosure controls and procedures and ICFR were effective.

During the third quarter ended March 31, 2026, we continued to roll out our new ERP system in stages to improve the efficiency and consistency of our financial processes. As part of this rollout, we made related updates to certain ICFR. We are monitoring the transition closely and do not believe these changes have materially affected, or are reasonably likely to materially affect our ICFR.

GLOSSARY OF TERMS

Analog
Analog telephony is the telephone system that dates back to the original experiments by Alexander Graham Bell. The voice signal is picked up by a microphone and transmitted to the central office. Voice signals from the central office consist of voltages that drive a headset to produce sound. Analog means that the voice pressure signals are represented by voltages levels on the line.

API
Application Program Interface: An API is a purpose-built interface that allows fourth party software to interact with a particular application. A typical API is the user interface for Windows that allows programmers to write programs for Windows that use all its built-in utilities. APIs do not depend on revealing source code, in general. They are usually well documented and include sample programs that make development easy.

Codec
In the telephony context a codec is a mechanism of digitally encoding voice. On the PSTN a voice channel takes up 64kbps in a codec standard called G.711. Cell phones use a codec called GSM that compresses the voice further so that a GSM call consumes about 24kbps. Other compressed codecs are used in VoIP to conserve bandwidth. These include standards such as G.729, G.723. Most audio codecs are lossy, in that some of the voice quality is degraded by the compression. On the other hand, as bandwidth becomes cheaper, VoIP allows one to use other codecs that in fact use more bandwidth than the PSTN, the so-called broadband codecs that have DVD-like voice quality.

Digital telephony
In the modern PSTN only the “last mile” line to the customer is still analog, all other internal parts of the network are digital. Digital in this case means that at the central office the analog signal from the subscriber’s telephone is sampled digitally, converting the line voltages to a series of numbers that can be easily transmitted error free over long distances. See T1, E1 below.

DID
Direct Inward Dialing (“DID”) is a virtual phone number that uses the existing phone lines to route incoming calls. Callers can connect to a phone extension directly without an operator. This offers convenience for both employees and callers alike. DID offers a cost saving on its own and is less expensive when purchased with a SIP trunk.

Gateway
In the telephony context this is typically a separate unit with its own case and power supply that provides VoIP-to-PSTN services for a VoIP network. Almost all gateway devices use SIP interfaces to the VoIP system over Ethernet and have analog or digital telephony interfaces that connect to the PSTN. VoIP gateways are available from many manufacturers including Audiocodes, Cisco, Grandstream, Patton Electronics and many others.

ISDN
Integrated Services Digital Network (“ISDN”) is a set of communications standards for simultaneous digital transmission of voice, video, data, and other network services over the traditional circuits of the public switched telephone network. Of the many variations of ISDN, Sangoma supports BRI (Basic Rate Interface) which is essentially an all-digital replacement for ordinary analog lines and PRI (Primary Rate Interface) which is used over T1 and E1 lines. BRI is very popular outside of North America. PRI is used worldwide.

IoT
Internet of Things (“IoT”) refers to a system of interrelated, internet-connected objects that are able to collect and transfer data over a wireless network without human intervention.
24





IP
The Internet Protocol (“IP”) is the primary protocol in the internet layer of the Internet protocol suite, and delivers data packets from the source host to the destination host solely based on the IP address.

ISP
Internet Service Provider

ITSP
Internet Telephony Service Provider who offer telecommunications service including voice over internet type connections.

IVR
Interactive Voice Response: IVR systems use the phone to navigate a menu, for example those used by banks to allow access to customer’s account information. IVR systems have typically been driven by dial tones as the buttons on your phone are pressed, but increasingly they are using voice recognition for navigation.

Open Source
Open Source software is distributed free subject to certain conditions. Open Source licenses usually stipulate that source code must always be distributed or made available, and any improvements in the code have to be donated back to the community. It is possible to have dual licensing: Open Source to the community and also a closed, commercial license of the same or similar software.

NetBorder
This is the trade name of a Sangoma SIP to PSTN gateway product. It includes several other functions in addition to the PSTN gateway function. The mass marketed version is known as NetBorder Express or NBE.
PBX
Private branch exchange. A PBX is a premised basis device to deliver calls from the PSTN or VOIP network to phones in a single or multiple locations.

PSTN
Public Switched Telephone Network: This is the standard telephone network that has been in operation for many decades. A telephone or FAX or PBX or other telephony device is generally connected to an analog line at a wall plug, which is connected by “last mile” cabling to the central office. The analog signal from the device is converted to a digital signal at the Telco central office and is multiplexed, 24 simultaneous voice channels per line (in North America) onto a T1 for onward transmission. At the other end of the line the digital channel is reconverted to analog for transmission over the “last mile” to the receiving phone or other device.

SBC
A Session Border Controller (“SBC”) is a device deployed in Voice over Internet Protocol (“VoIP”) networks to exert control over the signaling and usually also the media streams involved in setting up, conducting, and tearing down telephone calls or other interactive media communications. SBCs are deployed as demarcation points between enterprises and service providers and between service provider networks.

SD-WAN
A Software-defined Wide Area Network (“SD-WAN”) uses software to control and manage connectivity across a customers wide area network. While traditional wide area networks rely on physical routers to connect remote users, this centralized software solution can help customers monitor their performance of the network and manage traffic.

Signaling
Call setup and tear down is remarkably complicated, involving such things as responding to the different tones as well as generating them, caller identification, and handling the different features like hook-flash and voicemail properly. There are different signaling mechanisms for different types of circuits. Analog circuits use tones such as out-of-order, busy, ringing as well as the dialing tones. T1 lines often use a data protocol called ISDN PRI, where packets of control data are exchanged on a separate data channel. ISDN PRI is a simplification of the general signaling protocol used internally by the telecommunications networks known as SS7. In all cases, signaling must be exactly compatible with what the Telco expects, so interoperability and standards are important.

SIP
25




Session Initiation Protocol: SIP is the emerging standard signaling protocol for VoIP, though it has much broader applications. SIP is responsible for setting up and teardown of two party and multiparty calls, as well as a host of management features. To a great and increasing extent, VoIP calls are SIP based. The term SIP Trunk is used to describe the provision of a SIP line to an end customer.

T1, E1
A T1 line is a circuit that simultaneously carries 24 digital telephone calls. At higher densities, 28 T1s are aggregated into a T3 line carrying 672 calls. Larger offices can also connect to the central office via T1 directly, so as to have only one circuit for up to 24 calls. T1 is standard in North America and Japan while E1 is the standard in the rest of the world. E1 carries 30 channels of digitized voice per line.

TDM
Time Division Multiplexing (“TDM”) is used in circuit switched networks to increase the number of calls carried simultaneously on any one circuit and formed the basis for the digital telephony networks.

TSD
A Technology Services Distributor (TSD) is a company that connects technology vendors and selling partners, and provides technology service solutions to IT sales agents. TSDs are also known as "master agents" or "telecom agents or brokers". TSDs play a key role in the technology advisory channel, and offer many benefits, including: quick access to solutions, generating sales volume, collecting commissions, industry experience and business solutions, enablement training, and marketing activities.

Unified Communications
Unified communications is a concept in which voice, email, messaging, video, and any other type of communication are all considered forms of data that can be combined, manipulated, and used in intelligent applications seamlessly.

VoIP
Voice over IP is the transfer of voice traffic over the Internet Protocol. IP is used universally for all networking, including local area networks and private networks, not just the Internet. VoIP is not necessarily voice over the Internet, but voice over general data networks.

26

sangomab.jpg

NEWS RELEASE
SANGOMA ANNOUNCES THIRD QUARTER FISCAL 2026 RESULTS
Growth in Communications Infrastructure Supports Long-Term Platform Strategy as Sangoma Updates Fiscal 2026 Outlook and Announces Strategic Review


TORONTO, ONTARIO, May 13, 2026 – Sangoma Technologies Corporation (TSX: STC; Nasdaq: SANG) (“Sangoma” or the “Company”), a trusted industry leader uniquely offering businesses a choice of on-premises, cloud-based, or hybrid Communications as a Service solutions, today announced its third quarter financial results and unaudited condensed consolidated interim financial statements for the three and nine month periods ended March 31, 2026. All amounts are expressed in US dollars unless otherwise stated.

“During the third quarter, we continued to execute our strategy while operating in an increasingly dynamic market environment,” said Charles Salameh, Chief Executive Officer. “While parts of the communications applications market remain competitive and continue to experience pricing pressure, we are seeing strong underlying performance in our communications infrastructure businesses, particularly within voice and managed services, where demand for secure, reliable connectivity continues to grow as voice and data become more embedded in automated and AI-driven workflows. Given the current macroeconomic backdrop and timing impacts in certain international markets, we have updated our fiscal 2026 outlook accordingly. At the same time, the Board is undertaking a strategic review process to evaluate opportunities that may better recognize the long-term strategic value of the platform, infrastructure assets, recurring revenue base, and growth opportunities the Company has built.”

Third Quarter of Fiscal 2026 Highlights:

Revenue at $51.0 million was less than 1% lower compared to last quarter, revenue mix is in line with the Company's expectations. Excluding $6.3 million of revenue from VoIP Supply, LLC ("VS"), which was strategically sold to exit low-margin, non-recurring resale activity, revenue was less than 2% lower year-over-year on a like-for-like basis.
The Company saw strength in its MSP and Voice Infrastructure business, which grew 9% and 17% year over year, respectively, supported by increasing demand for reliable, secure communications infrastructure as voice and data become more embedded in automated workflows.
Gross profit of $36.4 million representing 71% of total revenue, lower than 74% in last quarter, driven by the higher Product revenue which normally has a higher cost of sales.
1


Operating expenses1 were $38.5 million, decreased by $1.5 million or 4% over the previous quarter, reflecting continuous and focused cost initiatives and prudent cost management.
Net loss of $2.3 million ($0.07 loss per share fully diluted) compared to a Net loss of $1.4 million ($0.04 loss per share fully diluted) over the same quarter in the prior year.
Adjusted EBITDA2 of $7.5 million representing 15% of total revenue.
Quarterly churn remained low, holding at under 1%.
Net cash provided by operating activities of $6.0 million in the third quarter or 80% as a percentage of Adjusted EBITDA2.
Free Cash Flow2 in the third quarter of $3.6 million ($0.11 per share fully diluted).
Total debt at the end of the third quarter of fiscal 2026 was $32.5 million, a reduction of approximately 39% from the same period last year.
Cash at the end of the third quarter of fiscal 2026 was $15.2 million after repayment of $15.5 million in term loan and share repurchases of $1.0 million.

Strategic Review

In response to inbound expressions of interest received over the course of the fiscal year, the Board of Directors has engaged ATB Cormark Capital Markets to assist in evaluating strategic alternatives available to the Company. While the Board and management remain committed to executing on the Company's current operating strategy and continue to pursue that strategy with full focus and discipline, consideration of strategic alternatives reflects the Board's ongoing commitment to maximizing shareholder value and its responsibility to evaluate opportunities that may better recognize the strategic value of the platform, infrastructure assets, customer relationships, recurring revenue base, and long-term growth opportunities the Company has built.
As part of this review, the Company is actively evaluating a range of potential strategic opportunities, including strategic partnerships, business combinations, investments, and other transactions involving the Company. The Board's objective is to assess opportunities that could unlock shareholder value while supporting the continued expansion of the Company's communications infrastructure and AI-enabled platform strategy.
The Board has not established a fixed timeline for this process, and there can be no assurance that it will result in any transaction. The Company does not intend to provide further updates regarding the process unless and until the Board has approved a definitive agreement or disclosure is otherwise required.

Guidance for Fiscal 20263

Sangoma provided guidance for Fiscal 2026 on September 17, 2025, which it reaffirmed on November 5, 2025. That guidance included total revenue in the range of $200 - $210 million, with sequential growth expected in the second quarter of Fiscal 2026, and an Adjusted EBITDA² margin in the range of 17%-19%, inclusive of incremental go-to-market investments to stimulate organic growth. Sangoma narrowed its Fiscal 2026 guidance on February 4, 2026, providing
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total revenue in the range of $205–$208 million and an Adjusted EBITDA² margin in the range of 17-18%.



In light of shifts in revenue timing, product mix, and current macroeconomic conditions, Sangoma is revising its Fiscal 2026 guidance as follows:

Total revenue: $204 – $205 million
Adjusted EBITDA² margin: 15%–16%

Conference call

Sangoma will host a conference call on Wednesday, May 13, 2026, at 5:30 pm ET to discuss these results. The dial-in number for the call is 1-833-752-3740 (International +1-647-846-8617). Participants are requested to dial in 5 minutes before the scheduled start time and ask to join the Sangoma Technologies call.

1 Operating Expenses consist of sales and marketing, research and development, general and administration and amortization of intangible assets.
2 Adjusted EBITDA and Free Cash Flow are non-IFRS financial measures used by the Company to monitor its performance. Please see the section entitled “Non-IFRS Measures and Reconciliation of Non-IFRS Measures” in this press release for how we define “Adjusted EBITDA” and "Free Cash Flow".
3 The information in this section is forward-looking. Please see the section entitled “Cautionary Statement Regarding Forward-Looking Information” in this press release.
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About Sangoma Technologies Corporation
Sangoma (TSX: STC; Nasdaq: SANG) is a leading business communications platform provider with solutions that include its award-winning UCaaS, CCaaS, CPaaS, and Trunking technologies. The enterprise-grade communications suite is developed in-house; available for cloud, hybrid, or on-premises setups. Additionally, Sangoma provides managed services for connectivity, network, and security. A trusted communications partner with over 40 years on the market, Sangoma has over 2.7 million UC seats across a diversified base of over 100,000 customers. Sangoma has been recognized for nine years running in the Gartner UCaaS Magic Quadrant. As the primary developer and sponsor of the open source Asterisk and FreePBX projects, Sangoma is determined to drive innovation in communication technology continuously. For more information, visit www.sangoma.com.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking information and forward-looking statements (collectively, “forward-looking statements”), including statements regarding the Company’s future financial and operating performance, business strategy, growth opportunities, market outlook, strategic review process and management’s expectations for fiscal 2026 and beyond.

Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include, but are not limited to, statements relating to management’s guidance on revenue and Adjusted EBITDA, expectations regarding demand for the Company’s Products and Services, supply chain dynamics, foreign exchange impacts, cash flows, and other statements that are not historical facts. Words such as “believe”, “could”, “plan”, “estimate”, “expect”, “will”, “intend”, “may”, “potential”, “should”, and similar expressions are intended to identify forward-looking statements.

Although Sangoma believes that the expectations reflected in these forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: supply chain disruptions, cost inflation, or shipping delays, the Company’s ability to execute its go-to-market strategy, including expansion of subscription and cloud services, changes in customer demand, churn, or adoption of new technologies, macroeconomic and geopolitical developments, including inflation, interest rates, recessions, political instability, conflicts, trade restrictions, sanctions, or tariffs, foreign exchange fluctuations, cybersecurity risks, evolving regulatory and compliance requirements, and data sovereignty changes, the Company’s ability to attract and retain key employees, changes in technology, including the impacts of artificial intelligence, automation, or other innovations that could alter competitive dynamics; and the risks and uncertainties described in the Company’s most recently filed Annual Information Form for the fiscal year ended June 30, 2025.

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Forward-looking statements are based on the opinions, estimates, and assumptions of management as of the date of this press release and are inherently subject to significant business, economic, and competitive uncertainties and contingencies. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions, or expectations upon which they are based will occur. Except as required by applicable securities laws, Sangoma undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Our guidance is based on the Company’s assessment of numerous material assumptions, including but not limited to the following:

Operational & Supply Chain
The Company’s ability to effectively manage ongoing supply chain dynamics, including securing necessary electronic components and parts, contract manufacturers delivering finished products on schedule, and no material increases in the cost of components, labor, or logistics.
Shipping lanes and freight services remaining available without significant delay or cost escalation.
Tariffs, trade restrictions, and import duties applicable to the Company's hardware products manufactured outside the United States and imported for sale in the US market not increasing materially beyond current levels, and no introduction of new trade restrictions or regulatory barriers that would further impact the Company's hardware cost structure, product pricing, or demand environment.
Go-to-Market & Revenue
The successful execution of the Company’s go-to-market transformation and related initiatives, including expansion of sales capacity, improved channel enablement, and increasing customer adoption of subscription-based services.
Revenue trends consistent with those observed in Fiscal 2025 to date, adjusted for anticipated market conditions in Fiscal 2026.
Continued customer demand for both Services and Products, supported by stable renewal rates, new logo acquisition, and expansion within the existing customer base.
The Company’s internal sales force and channel partners delivering forecasted revenue in line with management expectations.
International revenue remaining stable and not subject to material disruption as a result of ongoing geopolitical conflicts, including instability in the Middle East and surrounding regions, which has introduced uncertainty in certain international markets and may affect customer purchasing decisions, deal timing, and the Company's ability to close opportunities in affected geographies.
Market & Macroeconomic Environment
Continued expansion of the global UCaaS and cloud communications markets, supported by ongoing digital transformation and hybrid work adoption.
General macroeconomic conditions not deteriorating beyond currently anticipated levels, including inflation, interest rates, recessions, geopolitical conflicts, political instability, or government fiscal constraints.
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Customers & Ecosystem
Customers maintaining their business operations and technology investment levels without significant disruption that would materially reduce demand for the Company’s Products or Services.
Stable or growing demand from key verticals, including SMB, enterprise, and channel-driven markets.
The ability of customers and partners to adapt to evolving regulatory, security, and compliance requirements without negatively impacting purchase cycles.
Currency & Financial
Foreign exchange rates remain within a range that does not materially impact reported results.
Access to capital and credit markets remains available on reasonable terms, with no material change in financing costs.
Talent & Execution
The Company’s continued ability to attract, develop, and retain key employees necessary to support growth and innovation.
No significant labor disruptions, attrition spikes, or challenges in securing specialized talent in technology, sales, or operations.
Execution of planned product roadmaps and technology enhancements on time and within budget.


Non-IFRS Measures and Reconciliation of Non-IFRS Measures

This press release contains references to non-IFRS measures. These measures are used by management to evaluate the performance of the Company and do not have any meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other reporting issuers. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. These non-IFRS measures are used to provide investors with alternative measures of our operating performance and liquidity and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures to compare issuers. Management also uses non-IFRS measures to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation. The non-IFRS measures referred to in this press release include “Adjusted EBITDA” and “Free Cash Flow”.

“Adjusted EBITDA” means earnings before income taxes, interest expense (net), share-based compensation, depreciation (including for right-of-use assets), amortization, restructuring and business integration costs, goodwill impairment, change in fair value of consideration payable and loss on sale divestiture of subsidiary.

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The IFRS measure most directly comparable to Adjusted EBITDA presented in our financial statements is net income (loss).














The following table reconciles Adjusted EBITDA to net income (loss) for the periods indicated:

 in US $000Three month periods ended
March 31
Nine month periods ended
March 31
20262025ChangeChange20262025ChangeChange
$$$%$$$%
Net loss(2,335)(1,428)(907)64%(6,668)(5,219)(1,449)28%
Tax recovery(586)(281)(305)109%(1,448)(898)(550)61%
Interest expense (net)450 871 (421)(48)%1,575 3,354 (1,779)(53)%
Share-based compensation431 517 (86)(17)%1,790 2,283 (493)(22)%
Depreciation of property and equipment820 982 (162)(16)%2,529 3,073 (544)(18)%
Depreciation of right-of-use assets366 640 (274)(43)%1,134 1,971 (837)(42)%
Amortization of intangibles7,974 8,199 (225)(3)%24,138 24,596 (458)(2)%
Restructuring and business integration costs355 272 83 31%1,057 514 543 106%
Adjusted EBITDA7,475 9,772 (2,297)(24)%24,107 29,674 (5,567)(19)%
AEBITDA as a % of revenue15%17%(2)%16%17%(1)%

"Free Cash Flow" means cash provided by operating activities less cash used for purchases of property and equipment and capitalized development costs.

The IFRS measure most directly comparable to Free Cash Flow presented in our financial statements is net cash provided by operating activities.

The following table reconciles Free Cash Flow to net cash provided by operating activities for the periods indicated:
in US $000Three month periods ended
March 31
Nine month periods ended
March 31
20262025ChangeChange20262025ChangeChange
$$$%$$$%
Net cash provided by operating activities5,975 10,620 (4,645)(44)%21,044 34,660 (13,616)(39)%
Purchase of property and equipment(900)(622)(278)45%(1,563)(1,569)—%
Development costs(1,498)(1,643)145 (9)%(4,636)(4,938)302 (6)%
Free Cash Flow3,577 8,355 (4,778)(57)%14,845 28,153 (13,308)(47)%

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Sangoma Technologies Corporation
Larry Stock
Chief Financial Officer
investorrelations@sangoma.com
8



FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE


I, Charles Salameh, Chief Executive Officer of Sangoma Technologies Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Sangoma Technologies Corporation (the “issuer”) for the interim period ended March 31, 2026.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

1.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

a. material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
b. information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
2.    designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.


Date: May 13, 2026

/s/ Charles Salameh

Chief Executive Officer




FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE


I, Larry Stock, Chief Financial Officer of Sangoma Technologies Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Sangoma Technologies Corporation (the “issuer”) for the interim period ended March 31, 2026.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

1.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

a. material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
b. information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
2.    designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.


Date: May 13, 2026

/s/ Larry Stock
Chief Financial Officer

FAQ

How did Sangoma (SANG) perform financially in Q3 2026?

Sangoma reported Q3 2026 revenue of $50.995 million, down 12% from the prior year. Gross margin was 71%, and the company posted a net loss of $2.335 million or $0.07 per share, while maintaining a positive Adjusted EBITDA of $7.475 million.

What were Sangoma (SANG) year-to-date results for the nine months ended March 31, 2026?

For the first nine months of fiscal 2026, Sangoma generated $153.263 million in revenue, down 14% year over year. Net loss widened to $6.668 million, while Adjusted EBITDA was $24.107 million, representing a margin of about 16% on lower overall sales.

How much of Sangoma (SANG) revenue comes from services versus products?

In Q3 2026, Sangoma’s revenue was heavily service‑driven, with $46.775 million from services, representing 92% of total revenue. Product sales contributed $4.220 million, or 8%, reflecting a recurring revenue‑focused business model with supplementary hardware and other product sales.

What is Sangoma (SANG) reporting for Adjusted EBITDA and margins?

Sangoma’s Adjusted EBITDA for Q3 2026 was $7.475 million, equal to a 15% margin on revenue. For the nine months ended March 31, 2026, Adjusted EBITDA totaled $24.107 million, giving a margin of about 16% amid reduced revenue and active cost management.

What is Sangoma (SANG) cash and debt position as of March 31, 2026?

As of March 31, 2026, Sangoma held $15.195 million in cash and cash equivalents. Total term loans outstanding were $32.450 million, down from $47.900 million at June 30, 2025, reflecting significant debt repayment and reduced net interest expense.

How is Sangoma (SANG) generating cash flow in fiscal 2026?

During the nine months ended March 31, 2026, Sangoma produced $21.044 million in cash from operating activities. After investing $6.199 million in property and equipment and capitalized development, Free Cash Flow remained positive, including $3.577 million in Q3 2026 alone.

Filing Exhibits & Attachments

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