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8-K primary document
AWRE · Current Report (Form 8-K) · Filed March 4, 2026

Aware Inc8-K exhibit

awre-ex99_1.htm
EX-99.1

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EXHIBIT 99.1

 

Company Contact

Delaney Gembis

Aware, Inc.

781-687-0300

marketing@aware.com

Investor Contact

Matt Glover

Gateway Group, Inc.

949-574-3860

AWRE@gateway-grp.com

 

 

Aware Reports Fourth Quarter and Full-Year 2025 Financial Results

 

BURLINGTON, MASS. – March 4, 2026 – Aware, Inc. (NASDAQ: AWRE), a global leader in biometric identity and authentication solutions, today reported financial results for the fourth quarter and fiscal year ended December 31, 2025.

Fourth Quarter 2025 Financial and Recent Operational Highlights

Expanded federal and commercial engagement with the deployment of Aware’s first mobile biometric solution within a U.S. federal agency and continued growth across international government programs
Expanded partner relationships through integrations with digital workflow providers and a partnership with a biometric hardware vendor. These efforts are intended to support Aware’s broader go-to-market strategy over time.
Strengthened Aware’s industry leadership and core biometric technology through multiple independent validations, including ISO/IEC liveness and bias testing, FIDO2 server and ISO 27001 security certifications, and top-tier performance in the DHS 2025 Remote Identity Validation Rally, demonstrating Aware’s fraud-resilient, low-friction, and real fair identity verification technology with real-world readiness.
Enhanced the leadership team with the appointment of a new Head of Engineering and Head of Product, accelerating product innovation, especially around Intelligent Liveness and Awareness Platform readiness.

 

 

Management Commentary

“2025 was a foundational year for Aware as we strengthened our technology leadership, expanded key certifications, and repositioned the Company as a biometric identity solutions provider,” said CEO Ajay Amlani. “We advanced our next-generation liveness capabilities, made progress toward strengthening our biometric orchestration platform, deployed new federal and aviation solutions, and deepened strategic partnerships that expand our reach. While procurement timing continued to create revenue variability, we ended the year with improving customer engagement across government and enterprise markets and strengthened our competitive positioning through important third-party validations and security certifications.

 

“As we enter 2026, our focus is disciplined execution and conversion,” Amlani continued. “We will continue advancing the Awareness Platform, supporting customer evaluations, and scaling our solutions footprint across federal, aviation, and enterprise markets. We believe the progress achieved in 2025 strengthen our ability to compete for larger opportunities and supports our long-term growth objectives.”

 

Fourth Quarter 2025 Financial Results

 

 

 

 

 


 

 

Revenue was $4.7 million, compared to $4.8 million in the fourth quarter of 2024. The decline in revenue was primarily due to a $0.5 million decrease in perpetual license revenue compared to the prior-year fourth quarter and partially offset by a $0.2 million increase in maintenance revenue and $0.2 million in services and other revenue.

 

Operating expenses were $6.1 million, compared to $6.3 million in the fourth quarter of 2024. The year-over-year decrease was primarily driven by one-time costs incurred in the prior-year period related to the former CEO transition, partially offset by increased investments in research and development to enhance Aware’s product suite.

 

Net loss totaled $1.5 million, or $(0.07) per diluted share, compared to net loss of $1.2 million, or $(0.06) per diluted share, in the fourth quarter of 2024.

 

Adjusted EBITDA loss totaled $0.8 million in the fourth quarter of 2025, consistent with the adjusted EBITDA loss of $0.8 million in the fourth quarter of 2024.

 

Full Year 2025 Financial Results


Revenue was $17.3 million, compared to $17.4 million in 2024. The decline in revenue was primarily due to a $0.3 million decrease in perpetual license revenue compared 2024 and partially offset by a $0.1 million increase in maintenance revenue and $0.1 million in services and other revenue.

 

Operating expenses were $23.9 million, compared to $22.9 million in 2024.

 

Net loss totaled $5.9 million, or $(0.28) per diluted share, compared to net loss of $4.4 million, or $(0.21) per diluted share, in 2024.

 

Adjusted EBITDA loss (a non-GAAP metric reconciled below) totaled $4.6 million, compared to adjusted EBITDA loss of $3.9 million in 2024.

 

The year-over-year increases in operating loss, net loss, and adjusted EBITDA loss were primarily driven by higher operating expenses reflecting increased investments in in research and development, personnel, and product development.

 

Cash, cash equivalents, and marketable securities totaled $22.3 million as of December 31, 2025, compared to $27.8 million as of December 31, 2024.

Webcast

 

Aware management will host a webcast today, March 4, 2026, at 5:00 p.m. Eastern time to discuss these results and provide an update on business conditions. A question-and-answer session will follow management’s prepared remarks.

Date: Wednesday, March 4, 2026

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

Webcast: Register Here

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

 

About Aware

 


 

 


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

 

Safe Harbor Warning

 

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

Risk factors related to our business include, but are not limited to: i) the changes we are implementing in our business to drive growth in our business may not be successful on the timeline we expect, or at all; ii) our operating results may fluctuate significantly and are difficult to predict; iii) we derive a significant portion of our revenue from government customers, and our business may be adversely affected by changes in the contracting or fiscal policies of those governmental entities; iv) a significant commercial market for biometrics technology may not develop, and if it does, we may not be successful in that market; v) we derive a significant portion of our revenue from third party channel partners; vi) the biometrics market may not experience significant growth or our products may not achieve broad acceptance; vii) we face intense competition from other biometrics solution providers; viii) our business is subject to rapid technological change; ix) our software products may have errors, defects or bugs which could harm our business; x) our business may be adversely affected by our use of open source software; xi) we rely on third party software to develop and provide our solutions and significant defects in third party software could harm our business; xii) part of our future business is dependent on market demand for, and acceptance of, the cloud-based model for the use of software: xiii) our operational systems and networks and products may be subject to an increasing risk of continually evolving cybersecurity or other technological risks which could result in the disclosure of company or customer confidential information, damage to our reputation, additional costs, regulatory penalties and financial losses; xiv) our intellectual property is subject to limited protection; xv) we may be sued by third parties for alleged infringement of their proprietary rights; xvi) we must attract and retain key personnel; xvii) our business may be affected by government regulations, government cost cutting initiatives and adverse economic conditions; and xviii) we may make acquisitions that could adversely affect our results, and xix) we may have additional tax liabilities.

We refer you to the documents Aware files from time to time with the Securities and Exchange Commission, specifically the section titled Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, 2024 and other reports and filings made with the Securities and Exchange Commission.

 

 

 

 

 


 

 

 

AWARE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share data)

(unaudited)

 

 

 

For the Three Months
Ended December 31,

 

 

Twelve Months Ended
December 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Software licenses

 

$

2,053

 

 

$

2,514

 

 

$

7,314

 

 

$

7,650

 

Software maintenance

 

 

2,262

 

 

 

2,106

 

 

 

8,712

 

 

 

8,577

 

Services and other

 

 

348

 

 

 

177

 

 

 

1,267

 

 

 

1,162

 

Total revenue

 

 

4,663

 

 

 

4,797

 

 

 

17,293

 

 

 

17,389

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

248

 

 

 

241

 

 

 

1,323

 

 

 

835

 

Research and development

 

 

2,287

 

 

 

1,835

 

 

 

8,300

 

 

 

7,757

 

Selling and marketing

 

 

1,602

 

 

 

1,840

 

 

 

7,332

 

 

 

7,678

 

General and administrative

 

 

1,977

 

 

 

2,355

 

 

 

6,895

 

 

 

6,664

 

Total costs and expenses

 

 

6,114

 

 

 

6,271

 

 

 

23,850

 

 

 

22,934

 

Operating loss

 

 

(1,451

)

 

 

(1,474

)

 

 

(6,557

)

 

 

(5,545

)

Interest and other income

 

 

215

 

 

 

281

 

 

 

941

 

 

 

1,167

 

Loss before provision for (benefit from) income taxes

 

 

(1,236

)

 

 

(1,193

)

 

 

(5,616

)

 

 

(4,378

)

Provision for (benefit from) income taxes

 

 

219

 

 

 

(1

)

 

 

257

 

 

 

53

 

Net loss

 

$

(1,455

)

 

$

(1,192

)

 

$

(5,873

)

 

$

(4,431

)

Other comprehensive (loss) income

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on available for sale securities

 

 

40

 

 

 

(317

)

 

 

(23

)

 

 

56

 

Comprehensive loss

 

 

(1,415

)

 

 

(1,509

)

 

 

(5,896

)

 

 

(4,375

)

Net loss per share – basic

 

$

(0.07

)

 

$

(0.06

)

 

$

(0.28

)

 

$

(0.21

)

Net loss per share – diluted

 

$

(0.07

)

 

$

(0.06

)

 

$

(0.28

)

 

$

(0.21

)

Weighted-average shares - basic

 

 

21,396

 

 

 

21,158

 

 

 

21,183

 

 

 

21,139

 

Weighted-average shares - diluted

 

 

21,396

 

 

 

21,158

 

 

 

21,183

 

 

 

21,139

 

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

 

 


 

 

AWARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)

 

 

 

December 31,
2025

 

 

December 31,
2024

 

ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,269

 

 

$

12,972

 

Marketable securities

 

 

15,026

 

 

 

14,842

 

Accounts and unbilled receivables, net

 

 

4,358

 

 

 

4,002

 

Property and equipment, net

 

 

477

 

 

 

477

 

Goodwill and intangible assets, net

 

 

4,689

 

 

 

5,096

 

Right of use asset

 

 

3,642

 

 

 

3,964

 

All other assets, net

 

 

1,734

 

 

 

1,291

 

 

 

 

 

 

 

 

Total assets

 

$

37,195

 

 

$

42,644

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Accounts payable and accrued expense

 

$

1,975

 

 

$

2,341

 

Deferred revenue

 

 

5,115

 

 

 

5,163

 

Operating lease liability

 

 

3,968

 

 

 

4,244

 

Total stockholders’ equity

 

 

26,137

 

 

 

30,896

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

37,195

 

 

$

42,644

 

 

Non-GAAP Measures

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

 

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

Adjusted EBITDA and recurring revenue are non-GAAP financial measures and should not be considered in isolation or as a substitute for financial information provided in accordance with U.S. GAAP. These non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies. We expect to continue to incur expenses similar to the financial adjustments described above in arriving at adjusted EBITDA and investors should not infer from our presentation of this non-GAAP financial measure that these costs are unusual, infrequent or non-recurring. The following table includes the reconciliations of our U.S. GAAP net loss, the most directly comparable U.S. GAAP financial measure, to our adjusted EBITDA for the three months and year ended December 31, 2025 and 2024 and our U.S. GAAP revenue,

 


 

 

the most directly comparable U.S. GAAP financial measure, to our recurring revenue for the three months and year ended December 31, 2025 and 2024.

 

AWARE, INC.

Reconciliation of GAAP Net loss to Adjusted EBITDA

(In thousands)

(unaudited)

 

 

 

 

Three Months Ended
December 31,

 

 

Twelve Months Ended
December 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net loss

 

$

(1,455

)

 

$

(1,192

)

 

$

(5,873

)

 

$

(4,431

)

Depreciation and Amortization

 

 

141

 

 

 

141

 

 

 

572

 

 

 

562

 

Stock based compensation

 

 

263

 

 

 

504

 

 

 

1,168

 

 

 

1,132

 

Loss on write-off of note receivable

 

 

224

 

 

 

 

 

 

224

 

 

 

 

Interest income

 

 

(215

)

 

 

(281

)

 

 

(941

)

 

 

(1,167

)

Provision for (benefit from) income taxes

 

 

219

 

 

 

(1

)

 

 

257

 

 

 

53

 

Adjusted EBITDA

 

$

(823

)

 

$

(829

)

 

$

(4,593

)

 

$

(3,851

)

 

AWARE, INC.

Revenue Breakout

(In thousands)

(unaudited)

 

 

 

Three Months Ended
December 31,

 

 

Twelve Months Ended
December 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Recurring revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Software subscriptions

 

 

1,036

 

 

 

1,163

 

 

 

3,494

 

 

 

3,262

 

Software maintenance

 

 

2,262

 

 

 

2,105

 

 

 

8,712

 

 

 

8,575

 

Services and other

 

 

153

 

 

 

28

 

 

 

425

 

 

 

129

 

Total recurring revenue

 

 

3,451

 

 

 

3,296

 

 

 

12,631

 

 

 

11,966

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-recurring revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Software licenses

 

 

1,017

 

 

 

1,351

 

 

 

3,820

 

 

 

4,389

 

Services and other

 

 

195

 

 

 

150

 

 

 

842

 

 

 

1,034

 

Total non-recurring revenue

 

 

1,212

 

 

 

1,501

 

 

 

4,662

 

 

 

5,423

 

Total revenue

 

$

4,663

 

 

$

4,797

 

 

$

17,293

 

 

$

17,389

 

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

 

###

Aware is a registered trademark of Aware, Inc.

 

 


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