Vertex (NASDAQ: VERX) returns to profit on Q2 2026 revenue of $203,970

Q: What were Vertex (VERX) Q2 2026 revenue and profit figures?

Vertex reported Q2 2026 revenue of $203,970 and GAAP net income of $9,043 (dollars in thousands). This compares with revenue of $184,559 and a net loss of $961 in Q2 2025, indicating a return to profitability.

Q: How did Vertex (VERX) perform on key non-GAAP metrics in Q2 2026?

Non‑GAAP net income was $33,256 with non‑GAAP diluted EPS of $0.20 . Adjusted EBITDA reached $51,015 , yielding a 25.0% Adjusted EBITDA margin, while non‑GAAP gross profit was $155,199 with a 76.1% non‑GAAP gross margin.

Q: What do Vertex (VERX) cash, debt, and cash flow look like for 2026 year-to-date?

As of June 30, 2026, cash and cash equivalents were $230,489 , and debt (net of current portion) was $338,605 . For the first six months of 2026, operating activities generated $68,871 and free cash flow totaled $10,392 (dollars in thousands).

Q: How many customers did Vertex (VERX) serve by Q2 2026?

By Q2 2026 Vertex had 4,919 direct customers and 540 indirect small business customers. Total customers rose to 5,459 , compared with 5,366 in Q2 2025, reflecting growth across both direct and indirect channels.

Q: How did Vertex (VERX) margins and profitability trends look in Q2 2026?

GAAP income from operations was a loss of $4,443 , but GAAP net income was $9,043 due partly to a $13,142 income tax benefit. Non‑GAAP gross margin was 76.1% and Adjusted EBITDA margin 25.0% , both higher than the prior-year quarter.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Vertex, Inc. reported second‑quarter 2026 revenue of $203,970 (dollars in thousands), up from $184,559 a year earlier, driven by software subscriptions of $174,753 and services of $29,217. GAAP net income was $9,043 (basic and diluted EPS $0.06), compared with a net loss of $961 in 2025.

Non‑GAAP gross profit reached $155,199 with a non‑GAAP gross margin of 76.1%. Non‑GAAP operating income was $44,295, and non‑GAAP net income was $33,256 (non‑GAAP diluted EPS $0.20). Adjusted EBITDA was $51,015, representing an Adjusted EBITDA margin of 25.0%. Free cash flow for the quarter was $2,733.

For the first six months of 2026, revenue totaled $400,616 and net income $6,533. Cash and cash equivalents were $230,489 at June 30, 2026, against debt of $338,605. Vertex reported 4,919 direct and 540 indirect customers and highlighted progress on its “AI‑First” strategy and Value Creation Plan, noting higher confidence in full‑year revenue and Adjusted EBITDA outlook.

Filing Explained

Repurchases used $46,602 thousand of cash, while treasury stock at cost stood at $56,696 thousand on June 30, 2026.

The completed second-quarter disclosure records $46,602 thousand of share repurchases; treasury stock at cost was $56,696 thousand on June 30, versus $10,094 thousand on December 31, making the repurchases a reported cash use with an associated treasury-stock balance.

This Form 8-K reports the results event under Item 2.02, while its earnings release is expressly furnished rather than filed under Section 18; the disclosure therefore records completed quarterly results and related financing activity, not a new securities issuance.

The quarterly cash-flow detail shows $30,896 thousand of operating cash provided, offset by $23,171 thousand of property and equipment additions and $4,992 thousand of capitalized software additions, producing reported free cash flow of $2,733 thousand.

The company says it does not intend to update its financial outlook until its next quarterly results announcement, which is the stated resolution point for the current outlook.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q2 2026 Revenue: $203,970 (dollars in thousands) Q2 2026 GAAP Net Income: $9,043 (dollars in thousands) Q2 2026 Non-GAAP Net Income: $33,256 (dollars in thousands) +5 more

8 metrics

Q2 2026 Revenue $203,970 (dollars in thousands) Total revenues for the three months ended June 30, 2026

Q2 2026 GAAP Net Income $9,043 (dollars in thousands) Net income for the three months ended June 30, 2026

Q2 2026 Non-GAAP Net Income $33,256 (dollars in thousands) Non-GAAP net income for the three months ended June 30, 2026

Q2 2026 Non-GAAP Diluted EPS $0.20 Non-GAAP diluted EPS for the three months ended June 30, 2026

Q2 2026 Adjusted EBITDA $51,015 (dollars in thousands) Adjusted EBITDA for the three months ended June 30, 2026

Q2 2026 Adjusted EBITDA Margin 25.0% Adjusted EBITDA as a percentage of total Q2 2026 revenues

2026 YTD Operating Cash Flow $68,871 (dollars in thousands) Net cash provided by operating activities for six months ended June 30, 2026

Cash and Cash Equivalents $230,489 (dollars in thousands) Cash and cash equivalents as of June 30, 2026

Key Terms

Annual Recurring Revenue (“ARR”), Net Revenue Retention (“NRR”), Gross Revenue Retention (“GRR”), Adjusted EBITDA, +2 more

6 terms

Annual Recurring Revenue (“ARR”) financial

"Definitions of Certain Key Business Metrics Annual Recurring Revenue (“ARR”)"

Net Revenue Retention (“NRR”) financial

"We believe that our NRR provides insight into our ability to retain"

Gross Revenue Retention (“GRR”) financial

"We believe our GRR provides insight into and demonstrates to investors"

Adjusted EBITDA financial

"Adjusted EBITDA was $51,015 with an Adjusted EBITDA margin of 25.0%"

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 was $2,733 and free cash flow margin was 1.3%"

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.

Value Creation Plan financial

"costs incurred to support the execution of our Value Creation Plan"

Earnings Snapshot

Revenue: $203,970 (dollars in thousands) · Guidance included

Quarter ended June 30, 2026

Revenue $203,970 (dollars in thousands) Compared with $184,559 for the quarter ended June 30, 2025 (dollars in thousands)

GAAP Net Income $9,043 (dollars in thousands) Compared with a net loss of $961 for the quarter ended June 30, 2025 (dollars in thousands)

Adjusted EBITDA $51,015 (dollars in thousands) Compared with $38,369 for the quarter ended June 30, 2025 (dollars in thousands)

Non-GAAP Net Income $33,256 (dollars in thousands) Compared with $24,891 for the quarter ended June 30, 2025 (dollars in thousands)

Guidance

Management indicated narrowed full-year revenue guidance range and a higher Adjusted EBITDA outlook, citing consistent first-half 2026 performance and the strength of the operating model.

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Available on EDGAR 08/03/2026 - 04:15 PM Accepted by SEC EDGAR 08/03/2026 - 04:15 PM

FAQ

What were Vertex (VERX) Q2 2026 revenue and profit figures?

Vertex reported Q2 2026 revenue of $203,970 and GAAP net income of $9,043 (dollars in thousands). This compares with revenue of $184,559 and a net loss of $961 in Q2 2025, indicating a return to profitability.

How did Vertex (VERX) perform on key non-GAAP metrics in Q2 2026?

Non‑GAAP net income was $33,256 with non‑GAAP diluted EPS of $0.20. Adjusted EBITDA reached $51,015, yielding a 25.0% Adjusted EBITDA margin, while non‑GAAP gross profit was $155,199 with a 76.1% non‑GAAP gross margin.

What do Vertex (VERX) cash, debt, and cash flow look like for 2026 year-to-date?

As of June 30, 2026, cash and cash equivalents were $230,489, and debt (net of current portion) was $338,605. For the first six months of 2026, operating activities generated $68,871 and free cash flow totaled $10,392 (dollars in thousands).

How many customers did Vertex (VERX) serve by Q2 2026?

By Q2 2026 Vertex had 4,919 direct customers and 540 indirect small business customers. Total customers rose to 5,459, compared with 5,366 in Q2 2025, reflecting growth across both direct and indirect channels.

What did management say about Vertex (VERX) outlook and strategy?

Management cited “solid” Q2 execution, stable customer retention, and improving e‑invoicing momentum. They noted progress on an “AI‑First” strategy and a Value Creation Plan, and stated confidence to narrow full‑year revenue guidance and raise the Adjusted EBITDA outlook.

How did Vertex (VERX) margins and profitability trends look in Q2 2026?

GAAP income from operations was a loss of $4,443, but GAAP net income was $9,043 due partly to a $13,142 income tax benefit. Non‑GAAP gross margin was 76.1% and Adjusted EBITDA margin 25.0%, both higher than the prior-year quarter.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 3, 2026

VERTEX, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39413	23-2081753
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2301 Renaissance Blvd.

King of Prussia, Pennsylvania 19406

(Address of principal executive offices) (Zip Code)

(800) 355-3500

(Registrant’s telephone number, include area code)

N/A

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

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

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share		VERX		The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

On August 3, 2026, Vertex, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit No.		Description

99.1		Press Release dated August 3, 2026
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

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


	VERTEX, INC.

Date: August 3, 2026	By:	/s/ Bryan Rowland
	Name:	Bryan Rowland
	Title:	General Counsel and Secretary

Exhibit 99.1

Vertex Announces Second Quarter 2026 Financial Results

KING OF PRUSSIA, PA – August 3, 2026: Vertex, Inc. (NASDAQ: VERX) (“Vertex” or the “Company”), the Decision-to-Defense™ global indirect tax and compliance company, today announced financial results for its second quarter ended June 30, 2026.

“Vertex delivered solid second-quarter results, with revenue at the high end of our guidance and adjusted EBITDA exceeding our expectations,” said Christopher Young, President and Chief Executive Officer. “The quarter demonstrated the durability of our business and the earnings leverage we can generate through greater operating focus and discipline. Customer retention remained stable, and e-invoicing momentum improved as enterprises prepare for expanding global mandates and seek more comprehensive compliance solutions.”

“We are making tangible progress in the transformation of Vertex. Our “AI-First” strategy is beginning to improve the speed and efficiency of selected engineering and customer-delivery workflows, and we have strengthened our leadership team to accelerate product innovation, operational execution, and growth. While we have more work to do, we enter the second half with a stronger operating foundation and clear opportunities to create additional value for customers and stockholders.”

Second Quarter 2026 Financial Results

●

Total revenues of $204.0 million, up 10.5% year-over-year.

●

Software subscription revenues of $174.8 million, up 10.7% year-over-year.

●

Cloud revenues of $101.7 million, up 17.9% year-over-year.

●

Annual Recurring Revenue(“ARR”) was $703.4 million, up 10.5% year-over-year.

●

Average Annual Revenue per direct customer (“AARPC”) was $142,997 at June 30, 2026, compared to $130,934 at June 30, 2025, and $140,464 at March 31, 2026.

●

Net Revenue Retention (“NRR”) was 105%, compared to 108% at June 30, 2025, and 105% at March 31, 2026.

●

Gross Revenue Retention (“GRR”) was 95%, consistent with June 30, 2025 and March 31, 2026.

●

Loss from operations of $4.4 million, compared to $3.9 million for the same period in the prior year.

●

Non-GAAP operating income of $44.3 million, compared to $32.2 million for the same period in the prior year.

●

Net income (loss) of $9.0 million, compared to $(1.0) million for the same period in the prior year.

●

Net income per basic and diluted Class A and Class B shares of $0.06, compared to net loss per basic and diluted Class A and Class B shares of $0.01 for the same period in the prior year.

●

Non-GAAP net income of $33.3 million and Non-GAAP diluted earnings per share (“EPS”) of $0.20.

●

Adjusted EBITDA of $51.0 million, compared to $38.4 million for the same period in the prior year. Adjusted EBITDA margin of 25.0%, compared to 20.8% for the same period in the prior year.

Definitions of certain key business metrics and the non-GAAP financial measures used in this press release and reconciliations of such measures to the most directly comparable GAAP financial measures are included below under the headings “Definitions of Certain Key Business Metrics” and “Use and Reconciliation of Non-GAAP Financial Measures.”

Financial Outlook

For the third quarter of 2026, the Company currently expects:

●

Revenues of $208.0 million to $211.0 million; and

●

Adjusted EBITDA of $55.0 million to $57.0 million.

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For the full-year 2026, the Company currently expects:

●

Revenues of $825.0 million to $830.0 million;

●

Cloud revenue growth of 18%; and

●

Adjusted EBITDA of $206.0 million to $210.0 million.

John Schwab, Chief Financial Officer added, “Our second quarter performance reflects solid execution against our strategic and financial objectives. The consistency of our first-half results and the strength of our operating model increased our confidence in the full year, allowing us to narrow our revenue guidance range while raising our adjusted EBITDA outlook. We continue to focus on balancing growth investments with operating discipline, which we expect to result in expanding profitability and stronger cash generation in the third and fourth quarters.”

The Company is unable to reconcile forward-looking Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, without unreasonable efforts because the Company is currently unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact net income (loss) for these periods but would not impact Adjusted EBITDA. Such items may include stock-based compensation expense, depreciation and amortization of capitalized software costs and acquired intangible assets, severance expense, acquisition contingent consideration, changes in the fair value of acquisition contingent earn-outs, amortization of cloud computing implementation costs, severance expenses, acquisition-related retained employee compensation, transaction costs, and other items. The unavailable information could have a significant impact on the Company’s net income (loss). The foregoing forward-looking statements reflect the Company’s expectations as of today’s date. Given the number of risk factors, uncertainties and assumptions discussed below, actual results may differ materially. The Company does not intend to update its financial outlook until its next quarterly results announcement.

Important disclosures in this earnings release about and reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are provided below under “Use and Reconciliation of Non-GAAP Financial Measures.”

Conference Call and Webcast Information

Vertex will host a conference call at 5:00 p.m. Eastern Time today, Monday, August 3, 2026, to discuss its second quarter 2026 financial results.

Those wishing to participate should register in advance for the live event at https://vertex-earnings-q2-2026.open-exchange.net/registration.

A live webcast of the event will also be available at the Company’s investor relations website at https://ir.vertexinc.com. An audio-only replay of the conference call will be available on the investor relations website for one year.

About Vertex

Vertex is the Decision-to-Defense™ global indirect tax and compliance company. Vertex helps enterprises bring control to indirect tax and compliance across the full transaction lifecycle — from tax determination and e-invoicing through reporting, filing, and audit defense — to make outcomes easier to prove and improve over time. Trusted by more than 60% of the Fortune 500, Vertex combines decades of tax expertise, deep global tax and compliance knowledge, and embedded integrations to help organizations operate globally with confidence. With headquarters in North America and offices in South America and Europe, Vertex's purpose is to ensure businesses and communities thrive through trusted transactions.

For more information, visit www.vertexinc.com or follow us on X and LinkedIn. 

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Forward-Looking Statements

Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies, and our stock repurchase program. Forward-looking statements are based on Vertex management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: our ability to maintain and grow revenue from existing customers and new customers, and expand their usage of our solutions; our ability to maintain and expand our strategic relationships with third parties; our ability to adapt to technological change and successfully introduce new solutions or provide updates to existing solutions; risks related to failures in information technology or infrastructure; risks related to our reliance on government infrastructure to support our e-invoicing services; challenges in using and managing use of Artificial Intelligence in our business; incorrect or improper implementation, integration or use of our solutions; failure to attract and retain qualified technical and tax-content personnel; competitive pressures from other tax software and service providers and challenges of convincing businesses using native enterprise resource planning functions to switch to our software; our ability to accurately forecast our revenue and other future results of operations based on recent success; our ability to offer specific software deployment methods based on changes to customers’ and partners’ software systems; our ability to continue making significant investments in software development and equipment; our ability to sustain and expand revenues, maintain profitability, and to effectively manage our anticipated growth; our ability to successfully diversify our solutions by developing or introducing new solutions or acquiring and integrating additional businesses, products, services, or content; our ability to successfully integrate acquired businesses and to realize the anticipated benefits of such acquisitions; risks related to the fluctuations in our results of operations; risks related to our expanding international operations; our exposure to liability from errors, delays, fraud or system failures, which may not be covered by insurance; our ability to adapt to organizational changes and effectively implement strategic initiatives; risks related to our determinations of customers’ transaction tax and tax payments; risks related to changes in tax laws and regulations or their interpretation or enforcement; our ability to manage cybersecurity and data privacy risks; our involvement in material legal proceedings and audits; risks related to undetected errors, bugs or defects in our software; risks related to utilization of open-source software, business processes and information systems; our ability to effectively protect, maintain, and enhance our brand; changes in application, scope, interpretation or enforcement of laws and regulations; global economic weakness and uncertainties, including the economic uncertainty created by the changing legal, regulatory, or taxation landscape in the United States, and disruption in the capital and credit markets; business disruptions related to natural disasters, epidemic outbreaks, including a global endemic or pandemic, terrorist acts, political events, or other events outside of our control; our ability to comply with anti-corruption, anti-bribery, and similar laws; our ability to protect our intellectual property; changes in interest rates, security ratings and market perceptions of the industry in which we operate, or our ability to obtain capital on commercially reasonable terms or at all; our ability to maintain an effective system of disclosure controls and internal control over financial reporting, or ability to remediate any material weakness in our internal controls; risks related to our Class A common stock and controlled company status; risks related to our stock repurchase program; risks related to our indebtedness and adherence to the covenants under our debt instruments; our expectations regarding the effects of the Capped Call Transactions (as defined in our Form 10-K) and regarding actions of the Option Counterparties (as defined in our Form 10-K) and/or their respective affiliates; risks associated with our Value Creation Plan; and the other factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“Form 10-K”), filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2026, as may be subsequently updated by our other SEC filings. Copies of such filings may be obtained from the Company or the SEC.

All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. We undertake no obligation to update forward-looking statements to reflect future events or circumstances.

Definitions of Certain Key Business Metrics

Annual Recurring Revenue (“ARR”)

We derive the vast majority of our revenues from recurring software subscriptions. We believe ARR provides us with visibility to our projected software subscription revenues in order to evaluate the health of our business. Because we recognize subscription revenues ratably, we believe investors can use ARR to measure our expansion of existing customer revenues, new customer activity, and as an indicator of future software subscription revenues. ARR is based on monthly recurring revenues (“MRR”) from software subscriptions for the most recent month at period end, multiplied by twelve. MRR is calculated by dividing the software subscription price, inclusive of discounts, by the number of subscription

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covered months. MRR only includes direct customers with MRR at the end of the last month of the measurement period. AARPC represents average annual revenue per direct customer and is calculated by dividing ARR by the number of software subscription direct customers at the end of the respective period.

Net Revenue Retention (“NRR”)

We believe that our NRR provides insight into our ability to retain and grow revenues from our direct customers, as well as their potential long-term value to us. We also believe it demonstrates to investors our ability to expand existing customer revenues, which is one of our key growth strategies. Our NRR refers to the ARR expansion during the 12 months of a reporting period for all direct customers who were part of our customer base at the beginning of the reporting period. Our NRR calculation takes into account any revenues lost from departing direct customers or those who have downgraded or reduced usage, as well as any revenue expansion from migrations, new licenses for additional products or contractual and usage-based price changes.

Gross Revenue Retention (“GRR”)

We believe our GRR provides insight into and demonstrates to investors our ability to retain revenues from our existing direct customers. Our GRR refers to how much of our MRR we retain each month after reduction for the effects of revenues lost from departing direct customers or those who have downgraded or reduced usage. GRR does not take into account revenue expansion from migrations, new licenses for additional products or contractual and usage-based price changes. GRR does not include revenue reductions resulting from cancellations of customer subscriptions that are replaced by new subscriptions associated with customer migrations to a newer version of the related software solution.

Customer Count

The following table shows Vertex’s direct customers, as well as indirect small business customers sold and serviced through the Company’s one-to-many channel strategy.



Customers	Q2 2025	Q3 2025	Q4 2025	Q1 2026	Q2 2026
Direct	4,862	4,856	4,867	4,895	4,919
Indirect	504	516	515	530	540
Total	5,366	5,372	5,382	5,425	5,459

Use and Reconciliation of Non-GAAP Financial Measures

In addition to our results determined in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and key business metrics described above, we have calculated non-GAAP cost of revenues, non-GAAP gross profit, non-GAAP gross margin, non-GAAP research and development expense, non-GAAP selling and marketing expense, non-GAAP general and administrative expense, non-GAAP operating income, non-GAAP net income, non-GAAP diluted EPS, Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow margin, which are each non-GAAP financial measures. We have provided tabular reconciliations of each of these non-GAAP financial measures to its most directly comparable GAAP financial measure.

Management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance and liquidity. Our non-GAAP financial measures are presented as supplemental disclosure as we believe they provide useful information to investors and others in understanding and evaluating our results, prospects, and liquidity period-over-period without the impact of certain items that do not directly correlate to our operating performance and that may vary significantly from period to period for reasons unrelated to our operating performance, as well as comparing our financial results to those of other companies. Our definitions of these non-GAAP financial measures may differ from similarly titled measures presented by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. Thus, our non-GAAP financial measures should be considered in addition to, not as a substitute for, or in isolation from, the financial information prepared in accordance with GAAP, and should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 24, 2026 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, to be filed with the SEC.

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We calculate these non-GAAP financial measures as follows:

●

Non-GAAP cost of revenues, software subscriptions is determined by adding back to GAAP cost of revenues, software subscriptions, the stock-based compensation expense, and depreciation and amortization of capitalized software and acquired intangible assets included in cost of subscription revenues for the respective periods.

●

Non-GAAP cost of revenues, services is determined by adding back to GAAP cost of revenues, services, the stock-based compensation expense included in cost of revenues, services for the respective periods.

●

Non-GAAP gross profit is determined by adding back to GAAP gross profit the stock-based compensation expense, and depreciation and amortization of capitalized software and acquired intangible assets included in cost of subscription revenues for the respective periods.

●

Non-GAAP gross margin is determined by dividing non-GAAP gross profit by total revenues for the respective periods.

●

Non-GAAP research and development expense is determined by adding back to GAAP research and development expense the stock-based compensation expense and transaction costs related to acquired technology included in research and development expense for the respective periods.

●

Non-GAAP selling and marketing expense is determined by adding back to GAAP selling and marketing expense the stock-based compensation expense and the amortization of acquired intangible assets included in selling and marketing expense for the respective periods.

●

Non-GAAP general and administrative expense is determined by adding back to GAAP general and administrative expense the stock-based compensation expense, amortization of cloud computing implementation costs, severance expense, acquisition-related retained employee compensation, and transaction costs included in general and administrative expense for the respective periods.

●

Non-GAAP operating income is determined by adding back to GAAP loss or income from operations the stock-based compensation expense, depreciation and amortization of capitalized software and acquired intangible assets, amortization of cloud computing implementation costs, severance expense, acquisition contingent consideration, changes in the fair value of acquisition contingent earn-outs, acquisition-related retained employee compensation, and transaction costs included in GAAP loss or income from operations for the respective periods.

●

Non-GAAP net income is determined by adding back to GAAP net income or loss income tax benefit or expense, stock-based compensation expense, depreciation and amortization of capitalized software and acquired intangible assets, amortization of cloud computing implementation costs, severance expense, acquisition contingent consideration, changes in the fair value of acquisition contingent earn-outs, acquisition-related retained employee compensation, and transaction costs included in GAAP loss or income from operations for the respective periods, to determine non-GAAP income or loss before income taxes. Non-GAAP income or loss before income taxes is then adjusted for income taxes calculated using the respective statutory tax rates for applicable jurisdictions, which for purposes of this determination were assumed to be 25.5%.

●

Non-GAAP net income per diluted share of Class A and Class B common stock (“Non-GAAP diluted EPS”) is determined by dividing non-GAAP net income by the weighted average shares outstanding of all classes of common stock, inclusive of the impact of dilutive common stock equivalents to purchase such common stock, including stock options, restricted stock awards, restricted stock units and employee stock purchase plan shares. Additionally, the dilutive effect of shares issuable upon conversion of the senior convertible notes is included in the calculation of Non-GAAP diluted EPS by application of the if-converted method.

●

Adjusted EBITDA is determined by adding back to GAAP net income or loss the net interest income or expense, income tax expense or benefit, depreciation and amortization of property and equipment, depreciation and amortization of capitalized software and acquired intangible assets, amortization of cloud computing implementation costs, severance expense, acquisition contingent consideration, changes in the fair value of acquisition contingent earn-outs, acquisition-related retained employee compensation, and transaction costs included in GAAP net income or loss for the respective periods.

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●

Adjusted EBITDA margin is determined by dividing Adjusted EBITDA by total revenues for the respective periods.

●

Free cash flow is determined by adjusting net cash provided by (used in) operating activities by purchases of property and equipment and capitalized software additions for the respective periods.

●

Free cash flow margin is determined by dividing free cash flow by total revenues for the respective periods.

We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view these non-GAAP financial measures in conjunction with the related GAAP financial measures.

- 6 -

Vertex, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)


	As of June 30,		As of December 31,
(In thousands, except per share data)	2026		2025
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	230,489	$	314,009
Funds held for customers		26,497		24,286
Accounts receivable, net of allowance of $12,271 and $11,466, respectively		153,432		183,446
Prepaid expenses and other current assets		81,527		38,966
Total current assets		491,945		560,707
Property and equipment, net of accumulated depreciation		220,471		209,727
Capitalized software, net of accumulated amortization		34,262		35,480
Goodwill and other intangible assets		402,734		396,006
Deferred commissions		29,166		31,907
Deferred income tax asset		127		85
Operating lease right-of-use assets		8,366		9,678
Long-term investment		15,000		15,000
Other assets		8,076		12,245
Total assets	$	1,210,147	$	1,270,835
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	37,313	$	37,557
Accrued expenses		34,549		43,642
Customer funds obligations		24,639		21,802
Accrued salaries and benefits		20,612		23,992
Accrued variable compensation		27,552		34,593
Deferred revenue, current		382,151		382,839
Current portion of operating lease liabilities		4,470		4,283
Current portion of finance lease liabilities		33		55
Purchase commitment and contingent consideration liabilities, current		33,100		25,900
Total current liabilities		564,419		574,663
Deferred revenue, net of current portion		4,750		5,209
Debt, net of current portion		338,605		337,477
Operating lease liabilities, net of current portion		6,776		8,903
Finance lease liabilities, net of current portion		38		54
Purchase commitment and contingent consideration liabilities, net of current portion		40,900		79,600
Deferred income tax liabilities		13,172		5,664
Deferred other liabilities		380		345
Total liabilities		969,040		1,011,915
Stockholders' equity:
Preferred shares, $0.001 par value, 30,000 shares authorized; no shares issued and outstanding		—		—
Class A voting common stock, $0.001 par value, 300,000 shares authorized; 79,414 and 77,580 shares issued and outstanding, respectively		79		77
Class B voting common stock, $0.001 par value, 150,000 shares authorized; 82,156 and 82,156 shares issued and outstanding, respectively		82		82
Treasury stock, at cost, 3,888 and 504 shares, respectively		(56,696)		(10,094)
Additional paid in capital		347,768		316,327
Accumulated deficit		(39,571)		(46,104)
Accumulated other comprehensive loss		(10,555)		(1,368)
Total stockholders' equity		241,107		258,920
Total liabilities and stockholders' equity	$	1,210,147	$	1,270,835

- 7 -

Vertex, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


	Three months ended				Six months ended
	June 30,				June 30,
(In thousands, except per share data)	2026		2025		2026		2025

	(unaudited)				(unaudited)
Revenues:
Software subscriptions	$	174,753	$	157,844	$	341,899	$	308,605
Services		29,217		26,715		58,717		53,016
Total revenues		203,970		184,559		400,616		361,621
Cost of revenues:
Software subscriptions		52,170		44,459		103,346		88,704
Services		20,500		18,900		41,101		38,723
Total cost of revenues		72,670		63,359		144,447		127,427
Gross profit		131,300		121,200		256,169		234,194
Operating expenses:
Research and development		24,805		20,582		49,355		41,468
Selling and marketing		51,899		48,454		104,534		96,609
General and administrative		51,142		43,392		105,481		88,420
Depreciation and amortization		6,720		6,187		13,162		12,067
Change in fair value of acquisition contingent earn-outs		(100)		2,300		(5,838)		(12,400)
Other operating expense, net		1,277		4,149		4,524		7,408
Total operating expenses		135,743		125,064		271,218		233,572
Income (loss) from operations		(4,443)		(3,864)		(15,049)		622
Interest income, net		(344)		(1,228)		(1,301)		(2,767)
Income (loss) before income taxes		(4,099)		(2,636)		(13,748)		3,389
Income tax benefit		(13,142)		(1,675)		(20,281)		(6,780)
Net income (loss)		9,043		(961)		6,533		10,169
Other comprehensive (income) loss:
Foreign currency translation adjustments, net of tax		2,737		(29,734)		9,187		(44,839)
Unrealized loss on investments, net of tax		—		—		—		9
Total other comprehensive income (loss), net of tax		2,737		(29,734)		9,187		(44,830)
Total comprehensive income (loss)	$	6,306	$	28,773	$	(2,654)	$	54,999

Net income (loss) per share of Class A and Class B, basic	$	0.06	$	(0.01)	$	0.04	$	0.06
Net income (loss) per share of Class A and Class B, diluted	$	0.06	$	(0.01)	$	0.04	$	0.06

- 8 -

Vertex, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


		Six months ended
		June 30,
(In thousands)		2026		2025

		(unaudited)
Cash flows from operating activities:
Net income		$	6,533	$	10,169
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			56,177		45,694
Amortization of cloud computing implementation costs			2,395		2,024
Provision for subscription cancellations and non-renewals			629		(136)
Amortization of deferred financing costs			1,361		1,361
Change in fair value of contingent consideration liabilities			(5,838)		(12,200)
Stock-based compensation expense			32,270		33,034
Deferred income taxes			6,051		(1,641)
Non-cash operating lease costs			2,226		1,595
Other			15		(71)
Changes in operating assets and liabilities, net of the effects of business acquisition(s):
Accounts receivable			29,887		22,320
Prepaid expenses and other current assets			(44,994)		(13,406)
Deferred commissions			2,741		(258)
Accounts payable			(288)		(5,886)
Accrued expenses			(9,185)		6,446
Accrued and deferred compensation			(11,333)		(29,766)
Deferred revenue			(812)		2,374
Operating lease liabilities			(2,827)		(2,057)
Payments for purchase commitment and contingent consideration liabilities in excess of initial fair value			—		(200)
Other			3,863		1,412
Net cash provided by operating activities			68,871		60,808
Cash flows from investing activities:
Acquisition of businesses and assets, net of cash acquired			(21,968)		—
Long-term investment			—		(15,000)
Property and equipment additions			(47,831)		(42,906)
Capitalized software additions			(10,648)		(10,565)
Purchase of investment securities, available-for-sale			—		(2,398)
Proceeds from sales and maturities of investment securities, available-for-sale			—		11,607
Net cash used in investing activities			(80,447)		(59,262)
Cash flows from financing activities:
Net increase (decrease) in customer funds obligations			2,838		(3,493)
Repurchases of shares			(46,602)		—
Proceeds from purchases of stock under ESPP			1,807		1,782
Payments for taxes related to net share settlement of stock-based awards			(7,936)		(26,105)
Proceeds from exercise of stock options			441		7,687
Payments for acquisition contingent cash earn-out			(19,600)		—
Payments of finance lease liabilities			(39)		(28)
Net cash used in financing activities			(69,091)		(20,157)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			(642)		3,307
Net decrease in cash, cash equivalents and restricted cash			(81,309)		(15,304)
Cash, cash equivalents and restricted cash, beginning of period			338,295		326,066
Cash, cash equivalents and restricted cash, end of period		$	256,986	$	310,762
Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets, end of period:
Cash and cash equivalents		$	230,489	$	284,386
Restricted cash—funds held for customers			26,497		26,376
Total cash, cash equivalents and restricted cash, end of period		$	256,986	$	310,762

- 9 -

Summary of Non-GAAP Financial Measures

(Unaudited)


	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands, except per share data)	2026			2025			2026			2025
Non-GAAP cost of revenues, software subscriptions	$	29,205		$	26,556		$	58,550		$	52,719
Non-GAAP cost of revenues, services	$	19,566		$	17,876		$	38,496		$	36,003
Non-GAAP gross profit	$	155,199		$	140,127		$	303,570		$	272,899
Non-GAAP gross margin		76.1	%		75.9	%		75.8	%		75.5	%
Non-GAAP research and development expense	$	22,365		$	18,070		$	43,049		$	34,604
Non-GAAP selling and marketing expense	$	47,080		$	44,648		$	93,847		$	86,466
Non-GAAP general and administrative expense	$	34,587		$	38,071		$	71,631		$	74,673
Non-GAAP operating income	$	44,295		$	32,182		$	81,916		$	63,521
Non-GAAP net income	$	33,256		$	24,891		$	61,997		$	49,385
Non-GAAP diluted EPS	$	0.20		$	0.15		$	0.37		$	0.30
Adjusted EBITDA	$	51,015		$	38,369		$	95,078		$	75,588
Adjusted EBITDA margin		25.0	%		20.8	%		23.7	%		20.9	%
Free cash flow	$	2,733		$	19,587		$	10,392		$	7,337
Free cash flow margin		1.3	%		10.6	%		2.6	%		2.0	%

- 10 -

Vertex, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)


	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2026			2025			2026			2025
Non-GAAP Cost of Revenues, Software Subscriptions:
Cost of revenues, software subscriptions	$	52,170		$	44,459		$	103,346		$	88,704
Stock-based compensation expense		(1,083)			(1,233)			(2,828)			(3,460)
Depreciation and amortization of capitalized software and acquired intangible assets – cost of subscription revenues		(21,882)			(16,670)			(41,968)			(32,525)
Non-GAAP cost of revenues, software subscriptions	$	29,205		$	26,556		$	58,550		$	52,719

Non-GAAP Cost of Revenues, Services:
Cost of revenues, services	$	20,500		$	18,900		$	41,101		$	38,723
Stock-based compensation expense		(934)			(1,024)			(2,605)			(2,720)
Non-GAAP cost of revenues, services	$	19,566		$	17,876		$	38,496		$	36,003

Non-GAAP Gross Profit:
Gross profit	$	131,300		$	121,200		$	256,169		$	234,194
Stock-based compensation expense		2,017			2,257			5,433			6,180
Depreciation and amortization of capitalized software and acquired intangible assets – cost of subscription revenues		21,882			16,670			41,968			32,525
Non-GAAP gross profit	$	155,199		$	140,127		$	303,570		$	272,899

Non-GAAP Gross Margin:
Total Revenues	$	203,970		$	184,559		$	400,616		$	361,621
Non-GAAP gross margin		76.1	%		75.9	%		75.8	%		75.5	%

Non-GAAP Research and Development Expense:
Research and development expense	$	24,805		$	20,582		$	49,355		$	41,468
Stock-based compensation expense		(2,440)			(2,512)			(6,306)			(6,864)
Non-GAAP research and development expense	$	22,365		$	18,070		$	43,049		$	34,604

Non-GAAP Selling and Marketing Expense:
Selling and marketing expense	$	51,899		$	48,454		$	104,534		$	96,609
Stock-based compensation expense		(4,297)			(3,235)			(9,640)			(9,041)
Amortization of acquired intangible assets – selling and marketing expense		(522)			(571)			(1,047)			(1,102)
Non-GAAP selling and marketing expense	$	47,080		$	44,648		$	93,847		$	86,466

Non-GAAP General and Administrative Expense:
General and administrative expense	$	51,142		$	43,392		$	105,481		$	88,420
Stock-based compensation expense		(5,008)			(3,986)			(10,891)			(10,949)
Severance expense ⁽¹⁾		(2,689)			(317)			(10,097)			(774)
Acquisition-related retained employee compensation ⁽²⁾		(1,250)			—			(1,667)			—
Transaction costs ⁽³⁾		(6,250)			—			(8,800)			—
Amortization of cloud computing implementation costs – general and administrative expense		(1,358)			(1,018)			(2,395)			(2,024)
Non-GAAP general and administrative expense	$	34,587		$	38,071		$	71,631		$	74,673

- 11 -

Vertex, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Measures (continued)

(Unaudited)


	Three months ended				Six months ended
	June 30,				June 30,
(In thousands, except per share data)	2026		2025		2026		2025
Non-GAAP Operating Income:
Income (loss) from operations	$	(4,443)	$	(3,864)	$	(15,049)	$	622
Stock-based compensation expense		13,762		11,990		32,270		33,034
Depreciation and amortization of capitalized software and acquired intangible assets – cost of subscription revenues		21,882		16,670		41,968		32,525
Amortization of acquired intangible assets – selling and marketing expense		522		571		1,047		1,102
Amortization of cloud computing implementation costs – general and administrative expense		1,358		1,018		2,395		2,024
Severance expense ⁽¹⁾		2,689		317		10,097		774
Acquisition contingent consideration		—		200		—		200
Change in fair value of acquisition contingent earn-outs		(100)		2,300		(5,838)		(12,400)
Acquisition-related retained employee compensation ⁽²⁾		1,250		—		1,667		—
Transaction costs ⁽³⁾		7,375		2,980		13,359		5,640
Non-GAAP operating income	$	44,295	$	32,182	$	81,916	$	63,521


Non-GAAP Net Income:
Net income (loss)	$	9,043	$	(961)	$	6,533	$	10,169
Income tax benefit		(13,142)		(1,675)		(20,281)		(6,780)
Stock-based compensation expense		13,762		11,990		32,270		33,034
Depreciation and amortization of capitalized software and acquired intangible assets – cost of subscription revenues		21,882		16,670		41,968		32,525
Amortization of acquired intangible assets – selling and marketing expense		522		571		1,047		1,102
Amortization of cloud computing implementation costs – general and administrative expense		1,358		1,018		2,395		2,024
Severance expense ⁽¹⁾		2,689		317		10,097		774
Acquisition contingent consideration		—		200		—		200
Change in fair value of acquisition contingent earn-outs		(100)		2,300		(5,838)		(12,400)
Acquisition-related retained employee compensation ⁽²⁾		1,250		—		1,667		—
Transaction costs⁽³⁾		7,375		2,980		13,359		5,640
Non-GAAP income before income taxes		44,639		33,410		83,217		66,288
Income tax adjustment at statutory rate ⁽⁴⁾		(11,383)		(8,519)		(21,220)		(16,903)
Non-GAAP net income	$	33,256	$	24,891	$	61,997	$	49,385

Non-GAAP Diluted EPS:
Non-GAAP net income	$	33,256	$	24,891	$	61,997	$	49,385
Interest expense (net of tax), convertible senior notes⁽⁵⁾		903		903		1,806		1,806
Non-GAAP net income used in dilutive per share computation	$	34,159	$	25,794	$	63,803	$	51,191

Weighted average Class A and B common stock, diluted		161,392		162,589		161,337		162,656
Dilutive effect of convertible senior notes⁽⁵⁾		9,498		9,498		9,498		9,498
Total average Class A and B shares used in dilutive per share computation		170,890		172,087		170,835		172,154
Non-GAAP diluted EPS	$	0.20	$	0.15	$	0.37	$	0.30
⁽¹⁾The three and six months ended June 30, 2026 periods include $1,713 and $7,883, respectively, in severance costs related to the Value Creation Plan.
⁽²⁾ The acquisition-related compensation expenses recorded for the three and six months ended June 30, 2026 are related to the additional cash consideration payments of $10,000 to the sellers (the “Additional Cash Consideration”) in connection with the acquisition of Finta Inc. and its subsidiaries (“Brinta”).
⁽³⁾ The three and six months ended June 30, 2026 periods include $6,250 and $8,800, respectively, in costs incurred to support the execution of our Value Creation Plan, recorded in general and administrative expense. Amounts also include legal expenses associated with pending litigation related to claims the Company has made against a competitor.
⁽⁴⁾ Non-GAAP income before income taxes is adjusted for income taxes using the respective statutory tax rates for applicable jurisdictions, which for purposes of this determination were assumed to be 25.5%.
⁽⁵⁾ We use the if-converted method to compute diluted earnings per share with respect to our convertible senior notes. Interest expense and additional dilutive shares related to the notes are added back to the calculation when their impact is dilutive. In periods when the impact is anti-dilutive, there is no add-back of interest expense or additional dilutive shares related to the notes.

- 12 -

Vertex, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Measures (continued)

(Unaudited)


	Three months ended						Six months ended
	June 30,						June 30,
(Dollars in thousands)	2026			2025			2026			2025
Adjusted EBITDA:
Net income (loss)	$	9,043		$	(961)		$	6,533		$	10,169
Interest income, net		(344)			(1,228)			(1,301)			(2,767)
Income tax benefit		(13,142)			(1,675)			(20,281)			(6,780)
Depreciation and amortization – property and equipment		6,720			6,187			13,162			12,067
Depreciation and amortization of capitalized software and acquired intangible assets – cost of subscription revenues		21,882			16,670			41,968			32,525
Amortization of acquired intangible assets – selling and marketing expense		522			571			1,047			1,102
Amortization of cloud computing implementation costs – general and administrative expense		1,358			1,018			2,395			2,024
Stock-based compensation expense		13,762			11,990			32,270			33,034
Severance expense ⁽¹⁾		2,689			317			10,097			774
Acquisition contingent consideration		—			200			—			200
Change in fair value of acquisition contingent earn-outs		(100)			2,300			(5,838)			(12,400)
Acquisition-related retained employee compensation ⁽²⁾		1,250			—			1,667			—
Transaction costs⁽³⁾		7,375			2,980			13,359			5,640
Adjusted EBITDA	$	51,015		$	38,369		$	95,078		$	75,588

Adjusted EBITDA Margin:
Total revenues	$	203,970		$	184,559		$	400,616		$	361,621
Adjusted EBITDA margin		25.0	%		20.8	%		23.7	%		20.9	%
⁽¹⁾The three and six months ended June 30, 2026 periods include $1,713 and $7,883, respectively, in severance costs related to the Value Creation Plan.
⁽²⁾ The acquisition-related compensation expenses recorded for the three and six months ended June 30, 2026 are related to the Additional Cash Consideration obligation associated with the acquisition of Brinta.
⁽³⁾ The three and six months ended June 30, 2026 periods include $6,250 and $8,800, respectively, in costs incurred to support the execution of our Value Creation Plan. Amounts also include legal expenses associated with pending litigation related to claims the Company has made against a competitor.


		Three months ended						Six months ended
		June 30,						June 30,
(Dollars in thousands)		2026			2025			2026			2025
Free Cash Flow:
Cash provided by operating activities		$	30,896		$	46,003		$	68,871		$	60,808
Property and equipment additions			(23,171)			(21,512)			(47,831)			(42,906)
Capitalized software additions			(4,992)			(4,904)			(10,648)			(10,565)
Free cash flow		$	2,733		$	19,587		$	10,392		$	7,337

Free Cash Flow Margin:
Total revenues		$	203,970		$	184,559		$	400,616		$	361,621
Free cash flow margin			1.3	%		10.6	%		2.6	%		2.0	%

- 13 -

Investor Relations Contact:
Joe Crivelli

Vertex, Inc.

investors@vertexinc.com

Media Contact:

Simone Sonnier

Vertex, Inc.

mediainquiries@vertexinc.com

- 14 -

Source: View Original Filing on SEC EDGAR

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