D2L Inc. Announces Fourth Quarter and Fiscal 2026 Financial Results

• Q4 subscription and support revenue grew 9% year-over-year to US$51.1 million; full-year subscription and support revenue grew 10% to US$198.4 million
• Annual Recurring Revenue¹ ("ARR") reached US$219.8 million at year-end, up 10% over the prior year
• Total revenue in Q4 increased 5% year-over-year to US$55.8 million
• Cash flow from operating activities of US$43.0 million in Fiscal 2026, an increase of US$15.1 million from the prior year
• Q4 Adjusted EBITDA² of US$8.1 million (14.5% Adjusted EBITDA Margin), versus US$9.4 million (17.7% Adjusted EBITDA Margin) in the prior year; full-year Adjusted EBITDA increased 17% to $32.9 million
• Strong balance sheet at year end, with cash and cash equivalents of US$119.2 million and no debt 

TORONTO, April 1, 2026 /CNW/ - D2L Inc. (TSX: DTOL) ("D2L" or the "Company"), a leading global learning technology company, today announced financial results for its Fiscal 2026 fourth quarter and full year ended January 31, 2026. All amounts are in U.S. dollars and all figures are prepared in accordance with International Financial Reporting Standards ("IFRS") unless otherwise indicated.

"The D2L team delivered strong execution in product innovation and new bookings in Fiscal 2026. We reported 10% subscription growth, increased ARR by 10% to nearly $220 million, increased free cash flow by 63%, and further strengthened our balance sheet," said John Baker, Founder and CEO of D2L. "Our results reflect the competitive strength of D2L as we remain the fastest-growing learning platform in our main markets. While near-term reported revenue is impacted by the previously disclosed churn from U.S. K-12 clients, demand across our core growth markets – higher education, corporate and international – remains robust, and our pipeline entering the new fiscal year is healthy."

Mr. Baker added: "Over the past year, we meaningfully expanded AI capabilities across the D2L platform. Our AI‑first approach is resonating with customers, driving revenue momentum for D2L Lumi and more broadly underpinning our continued success in winning and retaining customers across our core platform as we invest for long‑term global growth."

Fourth Quarter and Fiscal 2026 Financial Highlights

• Subscription and support revenue was $51.1 million in Q4, an increase of 9% over the same period of the prior year, reflecting growth from new customers, coupled with expansion from existing customers, and was partially moderated by results from the U.S. K-12 market.
• Professional services and other revenue decreased by 27% to $4.7 million in Q4, mainly driven by a $0.9 million one-time revenue adjustment in the prior year and a generally cautious spending environment in the U.S. market due to current macroeconomic conditions.
• Total revenue in Q4 was $55.8 million, an increase of 5% over the same period in the prior year. 
• ARR¹ as at January 31, 2026 increased by 10% year-over-year to $219.8 million and Constant Currency ARR¹ increased by 7% year-over-year to $214.1 million. Excluding the K-12 market, ARR increased by approximately 14% over the prior year and Constant Currency ARR increased by 10.5% over the prior year.
• Cash flow from operating activities improved to $12.5 million in Q4, versus cash flow used in operating activities of $0.1 million in the same period in the prior year. 
• Full-year Free Cash Flow² grew to $44.4 million (20.4% Free Cash Flow Margin²), up from $27.3 million (13.3% Free Cash Flow Margin) in Fiscal 2025, and Free Cash Flow for Q4 was $12.2 million (21.9% Free Cash Flow Margin), compared to negative Free Cash Flow of $0.6 million (negative 1.1% Free Cash Flow Margin) in the same period in the prior year.
• Q4 Adjusted Gross Profit² increased by 3% to $38.3 million (68.7% Adjusted Gross Margin²) from $37.1 million (69.6% Adjusted Gross Margin) in the same period of the prior year.
• Adjusted EBITDA² of $8.1 million in Q4 versus Adjusted EBITDA of $9.4 million for the comparative period in the prior year.
• Income in Fiscal 2026 was $9.0 million, compared to $25.7 million for the comparative period of the prior year, largely due to a non-recurring income tax recovery in the prior year of $15.8 million and a non-cash fair value adjustment of $4.3 million on the loan receivable from SkillsWave Corporation. 
• Constant Currency Net Revenue Retention Rate¹ ("NRR") for Fiscal 2026 was 100.9% (102.7% for the fiscal year ended January 31, 2025). Excluding the K-12 market, Constant Currency NRR would have been 103.7% in Fiscal 2026.
• Strong balance sheet at year end, with cash and cash equivalents of $119.2 million and no debt. 
• During Fiscal 2026, the Company repurchased and canceled 992,700 Subordinate Voting Shares under its Normal Course Issuer Bid, representing the cancellation of 3.6% of the opening Subordinate Voting Shares outstanding.

¹ Refer to "Key Performance Indicators" section of this press release.
² A non-IFRS financial measure or non-IFRS ratio. Refer to "Non-IFRS Financial Measures and Reconciliation of Non-IFRS Financial Measures" section of this press release.

Fourth Quarter and Full Year Fiscal 2026 Financial Results – Selected Financial Measures
(in thousands of U.S. dollars, except for percentages)

	Three months ended January 31,					Year ended January 31,
	2026	2025	Change	Change	2026		2025	Change	Change
	$	$	$	%	$		$	$	%
Subscription & Support Revenue	51,084	46,846	4,238	9.0 %	198,352		180,569	17,783	9.8 %
Professional Services & Other Revenue	4,712	6,467	-1,755	(27.1 %)	19,119		24,707	-5,588	(22.6 %)
Total Revenue	55,796	53,313	2,483	4.7 %	217,471		205,276	12,195	5.9 %
Constant Currency Revenue^1	54,713	53,313	1,400	2.6 %	216,844		205,276	11,568	5.6 %
Gross Profit	37,744	36,523	1,221	3.3 %	148,932		139,964	8,968	6.4 %
Adjusted Gross Profit^1	38,338	37,121	1,217	3.3 %	151,354		141,560	9,794	6.9 %
Adjusted Gross Margin^1	68.7 %	69.6 %			69.6 %		69.0 %
Income (Loss) for the period	(1,371)	19,865	-21,236	(106.9 %)	8,964		25,722	-16,758	(65.2 %)
Adjusted EBITDA^1	8,098	9,428	-1,330	(14.1 %)	32,852		28,080	4,772	17.0 %
Cash Flows from (used in) Operating Activities	12,542	(135)	12,677	9,390.4 %	42,954		27,902	15,052	53.9 %
Free Cash Flow^1	12,228	(588)	12,816	2,179.6 %	44,428		27,324	17,104	62.6 %

¹ A non-IFRS financial measure or non-IFRS ratio. Refer to the "Non-IFRS Financial Measures and Reconciliation of Non-IFRS Financial Measures" section of this press release for more details.

Fourth Quarter Business & Operating Highlights

• D2L's learning platform had more than 21 million users across more than 1,500 customers in over 40 countries at year end.
• D2L continued to grow its customer base in North American education, including the additions of Henry Ford College, University of Colorado: Colorado Springs, Okanagan College, Contact North | Contact Nord eChannel, and Hudson Global Scholars.
• D2L continued to grow its customer base in global education, adding University of the Free State (South Africa), University of Prince Mugrin (Saudi Arabia), Whitecliffe College (New Zealand), Singapore University of Social Sciences (Singapore), and Universidad Americana de Comercio e Informatica (Mexico).
• D2L expanded its corporate customer portfolio, adding California Academy of Sciences, American Society of Interior Designers, and Wise Charitable Trust.
• D2L Brightspace was recognized as a 2025 Top Learning Management System (LMS) Company by Training Industry.
• D2L Brightspace was named one of the Best Enterprise Learning Management Systems (LMS) by Talented Learning in the 2025 LMS Awards.
• D2L received five Gold and one Bronze Brandon Hall Group Human Capital Management (HCM) Excellence Awards for D2L Brightspace and D2L Lumi.

Financial Outlook

D2L is initiating financial guidance for the year ended January 31, 2027 ("Fiscal 2027"). D2L plans to continue making measured investments for growth in Fiscal 2027 while scaling its operations for increasing levels of profitability. Specifically, for Fiscal 2027, the Company is issuing the following guidance:

• Subscription and support revenue in the range of $212 million to $214 million, implying growth of 7-8% over Fiscal 2026;
• Total revenue in the range of $231 million to $234 million, implying growth of 6-8% over Fiscal 2026; and
• Adjusted EBITDA in the range of $33 million to $35 million, implying an Adjusted EBITDA Margin of 15% at the midpoint.

The Company expects revenue growth and Adjusted EBITDA Margin to increase as Fiscal 2027 progresses, enabling the Company's performance in the second half of the year to improve relative to performance in the first half of the year.

These targets demonstrate the Company's continued emphasis on balancing growth and profitability, including increased revenue and Adjusted EBITDA in Fiscal 2027 relative to Fiscal 2026. Further, these targets are based upon the current operations of the Company and do not include the impact of any future incremental acquisition transaction(s), which, if any occur, would be expected to be additive to the revenue and profits earned by D2L in the period. The achievement of the Adjusted EBITDA guidance is based upon continued efficiencies and scale in our operations as we grow our revenue. Given the momentum in our core markets, we are carefully balancing near-term improvements in operating efficiency with appropriate investment capacity to most effectively meet our medium-term objectives and advance our long-term goal of market leadership. The anticipated revenue growth rates in Fiscal 2027 are impacted, in part, by the level of ARR churn experienced in Fiscal 2026 within the US K-12 market, and the resulting impact of such activity on the corresponding revenue recognition in Fiscal 2027.

Medium-Term Outlook and Target Operating Model

In April 2025, management presented a medium-term target operating model outlining the levels of growth and profitability the Company expects to achieve by Fiscal 2028 (the year ending January 31, 2028) as outlined below.

	Fiscal 2028
Revenue Growth	10% to 15%
Adjusted EBITDA Margin	18% to 20%

As we operate the business over the remainder of this period, we will continue to balance growth and profitability, including making measured investments in future growth and optimizing our operations for increased profitability.

We continue to expect to achieve 10-15% growth in annual revenue by Fiscal 2028 based upon existing customer retention and expansion, continued acquisition of new customers, ongoing product development, and strategic acquisitions as further described in the "Financial Outlook – Medium Term Outlook and Target Operating Model" section of the Fiscal 2025 Management's Discussion and Analysis ("MD&A").

Our current revenue growth rates, both the rate achieved in Fiscal 2026 and our guidance in Fiscal 2027, are lower than the target operating model based upon higher-than-normal levels of customer churn in our U.S. K-12 market, and lower activity levels within the North America Higher Education market. We expect both of these factors to moderate in impact by Fiscal 2028, supporting higher revenue growth relative to current levels.

We continue to expect to achieve 18-20% Adjusted EBITDA Margin by Fiscal 2028 based upon increases to Adjusted Gross Margin and operating leverage in our business model as further described in the Fiscal 2025 MD&A.

Our current Adjusted EBITDA Margin levels, both the margin reported in Fiscal 2026 and our guidance for Fiscal 2027, are lower than the target operating model based upon short-term pressure to our subscription gross margin levels resulting from the migration of a database technology, which moderates in Fiscal 2028, and continued investment in go-to-market and product development to scale our revenues and profits towards our Fiscal 2028 targets. As the impact of these factors moderates in Fiscal 2028, the Company expects to achieve an improvement in Adjusted EBITDA Margin relative to current levels.

Q4 Conference Call & Webcast

D2L management will host a conference call on Thursday, April 2, 2026 at 9:00 am ET to discuss its fourth quarter and full-year Fiscal 2026 financial results.

Date:		Thursday, April 2, 2026
Time:		9:00 am (ET)
Dial in number:		Canada: 1 [phone] United States: 1 [phone] Access code: 489249
Webcast:		A live webcast will be available at ir.d2l.com/events-and-presentations/events/ The webcast will also be archived for replay.

Forward-Looking Information

This press release includes statements containing "forward-looking information" within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "budget", "scheduled", "estimates", "outlook", "target", "forecasts", "projection", "potential", "prospects", "strategy", "intends", "anticipates", "seek", "believes", "opportunity", "guidance", "aim", "goal" or variations of such words and phrases or statements that certain future conditions, actions, events or results "may", "could", "would", "should", "might", "will", "can", or negative versions thereof, "be taken", "occur", "continue" or "be achieved", and other similar expressions. Statements containing forward-looking information are not historical facts, but instead represent management's expectations, estimates and projections regarding future events or circumstances.

This forward-looking information relates to the Company's future financial outlook and anticipated events or results and includes, but is not limited to, statements under the heading "Financial Outlook" and information regarding: the Company's financial position, financial results, business strategy, performance, achievements, prospects, objectives, opportunities, business plans and growth strategies; expected improvements in gross margin; the Company's budgets, operations and taxes; judgments and estimates impacting the financial statements; the markets in which the Company operates; industry trends and the Company's competitive position; expansion of the Company's product offerings; the anticipated impacts of future acquisitions; trends in research and development expenses, sales and marketing expenses, and general and administrative expenses, each as a percentage of revenue; planned expenditures in sales and marketing and research and development activities; the timing and pace for achieving scalability; expectations regarding the growth of the Company's customer base, revenue, and revenue generation potential and expectations regarding costs, including as a percentage of revenue; and the Company's equity investment in, and loan to, SkillsWave Corporation ("SkillsWave").

Forward-looking information is based on certain assumptions, expectations and projections, and analyses made by the Company in light of management's experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, including the following: the Company's ability to win business from new customers and expand business from existing customers; the timing of new customer wins and expansion decisions by existing customers; the Company's ability to generate revenue and expand its business while controlling costs and expenses; the Company's ability to manage growth effectively; the Company's assumptions regarding the principal competitive factors in our markets; the Company's ability to hire and retain personnel effectively; the effects of foreign currency exchange rate fluctuations on our operations; the ability to seek out, enter into and successfully integrate acquisitions, including the acquisition of H5P Group AS ("H5P"); business and industry trends, including the success of current and future product development initiatives; positive social development and attitudes toward the pursuit of higher education; the Company's ability to maintain positive relationships with its customer base and strategic partners; the Company's ability to adapt and develop solutions that keep pace with continuing changes in technology, education and customer needs; the Company's ability to predict future learning trends and technology; the ability to patent new technologies and protect intellectual property rights; the Company's ability to comply with security, cybersecurity and accessibility laws, regulations and standards; the assumptions underlying the judgments and estimates impacting on financial statements; certain accounting matters, including the impact of changes in or the adoption of new accounting standards; the Company's ability to retain key personnel; the factors and assumptions discussed under the "Financial Outlook" section of the Annual MD&A; and that the list of factors referenced in the following paragraph, collectively, do not have a material impact on the Company.

Although the Company believes that the assumptions underlying such forward-looking information were reasonable when made, they are inherently uncertain and are subject to significant risks and uncertainties and may prove to be incorrect. The Company cautions investors that forward-looking information is not a guarantee of the future and that actual results may differ materially from those made in or suggested by the forward-looking information contained in this press release. Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties and other factors, including but not limited to the risks identified in our Annual MD&A, including "Summary of Factors Affecting Our Performance" or in the "Risk Factors" section of the Company's most recently filed annual information form, in each case filed under the Company's profile on SEDAR+ at www.sedarplus.com. If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking information prove incorrect, actual results might vary materially from those anticipated in the forward-looking information.

Given these risks and uncertainties, investors are cautioned not to place undue reliance on forward-looking information, including any financial outlook. Any forward-looking information that is contained in this press release speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking information or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

About D2L Inc. (TSX: DTOL)

D2L is transforming the way the world learns, helping learners achieve more than they dreamed possible. Working closely with customers all over the world, D2L is on a mission to make learning more inspiring, engaging and human. Find out how D2L helps transform lives and delivers outstanding learning outcomes in K-12, higher education and business at www.D2L.com.

D2L INC.
Consolidated Statements of Financial Position
(In U.S. dollars)

As at January 31, 2026 and January 31, 2025

		2026	2025
Assets
Current assets:
	Cash and cash equivalents	$    119,210,190	$    99,184,514
	Trade and other receivables	26,446,779	26,430,586
	Uninvoiced revenue	3,365,404	2,756,998
	Prepaid expenses	8,929,070	7,564,837
	Deferred commissions	6,046,380	5,106,976
		163,997,823	141,043,911
Non-current assets:
	Other receivables	274,542	422,589
	Prepaid expenses	480,900	308,235
	Deferred income taxes	16,447,851	18,115,730
	Right-of-use assets	7,879,566	7,450,545
	Property and equipment	6,712,449	7,125,272
	Deferred commissions	7,111,530	6,909,439
	Loan receivable from associate	4,821,800	9,123,399
	Intangible assets	16,577,630	17,135,529
	Goodwill	27,619,673	25,286,222
Total assets		$   251,923,764	$   232,920,871
Liabilities and Shareholders' Equity
Current liabilities:
	Accounts payable and accrued liabilities	$   40,057,268	$   30,504,085
	Deferred revenue	111,638,604	97,454,306
	Lease liabilities	1,641,257	1,201,604
	Contingent consideration	--	4,927,193
		153,337,129	134,087,188
Non-current liabilities:
	Deferred income taxes	3,487,856	4,110,030
	Lease liabilities	10,118,128	9,977,941
		13,605,984	14,087,971
		166,943,113	148,175,159
Shareholders' equity:
	Share capital:	359,412,845	367,487,956
	Additional paid-in capital	49,129,311	48,263,266
	Accumulated other comprehensive loss	(3,954,805)	(7,456,599)
	Deficit	(319,606,700)	(323,548,911)
		84,980,651	84,745,712
Commitments and contingencies
Related party transactions Investment in associate
Total liabilities and shareholders' equity		$   251,923,764	$   232,920,871

D2L INC.
Consolidated Statements of Comprehensive Income
(In U.S. dollars, except share amounts)                                                                              
Years ended January 31, 2026 and 2025

		2026		2025
Revenue:
	Subscription and support	$   198,351,729		$   180,568,575
	Professional services and other	19,119,502		24,707,667
		217,471,231		205,276,242
Cost of revenue:
	Subscription and support	52,937,143		49,185,184
	Professional services and other	15,601,698		16,126,816
		68,538,841		65,312,000
Gross profit		148,932,390		139,964,242
Expenses:
	Sales and marketing	57,941,425		53,943,306
	Research and development	47,978,109		46,647,575
	General and administrative	30,457,734		33,175,359
		136,377,268		133,766,240
Income from operations		12,555,122		6,198,002
Interest and other income (expense):
	Interest expense	(1,270,201)		(823,099)
	Interest income	2,936,633		3,765,500
	Other income (expense)	206,657		(48,851)
	Fair value loss on loan receivable from associate		(4,301,599)	(376,601)
	Gain on SkillsWave disposal transaction	--		917,395
	Foreign exchange gain (loss)	2,951,189		(145,798)
		522,679		3,288,546
Income before income taxes		13,077,801		9,486,548
Income taxes expense (recovery):
	Current	2,869,389		1,219,741
	Deferred	1,244,438		(17,454,876)
		4,113,827		(16,235,135)
Income for the year		8,963,974		25,721,683
Other comprehensive income (loss):
	Foreign currency translation gain (loss)	3,501,794		(2,458,282)
Comprehensive income		$     12,465,768		$     23,263,401
Earnings per share – basic		$          0.16		$          0.47
Earnings per share – diluted		$          0.16		$          0.46
Weighted average number of common shares – basic			54,763,425		54,347,672
Weighted average number of common shares – diluted			56,077,147		55,814,610

D2L INC.
Consolidated Statements of Changes in Shareholders' Equity
(In U.S. dollars, except share amounts)
Years ended January 31, 2026 and 2025

	Share Capital		Additional paid-in capital	Accumulated other comprehensive loss	Deficit	Total
	Shares	Amount
Balance, January 31, 2024	53,978,085	$  364,830,884	$  47,485,107	$  (4,998,317)	$  (350,437,401)	$  56,880,273
Issuance of Subordinate Voting Shares on exercise of options	527,429	4,326,926	(2,151,550)	--	--	2,175,376
Issuance of Subordinate Voting Shares on settlement of restricted share    units and deferred share units	549,140	1,894,582	(7,516,087)	--	--	(5,621,505)
Stock-based compensation	--	--	9,695,275	--	--	9,695,275
Excess tax benefit on stock-based compensation	--	--	750,521	--	--	750,521
Repurchase of share capital for cancellation under the NCIB	(401,480)	(3,564,436)	--	--	--	(3,564,436)
Change in share repurchase commitment under the ASPP	--	--	--	--	1,166,807	1,166,807
Other comprehensive loss	--	--	--	(2,458,282)	--	(2,458,282)
Income for the year	--	--	--	--	25,721,683	25,721,683
Balance, January 31, 2025	54,653,174	$  367,487,956	$  48,263,266	$  (7,456,599)	$  (323,548,911)	$  84,745,712
Issuance of Subordinate Voting Shares on exercise of options	203,177	1,424,189	(671,293)	--	--	752,896
Issuance of Subordinate Voting Shares on settlement of restricted share units	608,634	1,477,525	(8,232,900)	--	--	(6,755,375)
Stock-based compensation	--	--	10,350,133	--	--	10,350,133
Reduction in excess tax benefit on stock-based compensation	--	--	(579,895)	--	--	(579,895)
Repurchase of share capital for cancellation under the NCIB	(992,700)	(10,976,825)	--	--	(22,122)	(10,998,947)
Change in share repurchase commitment under the ASPP	--	--	--	--	(4,999,641)	(4,999,641)
Other comprehensive income	--	--	--	3,501,794	--	3,501,794
Income for the year	--	--	--	--	8,963,974	8,963,974
Balance, January 31, 2026	54,472,285	$  359,412,845	$  49,129,311	$  (3,954,805)	$  (319,606,700)	$  84,980,651

D2L INC.

Consolidated Statements of Cash Flows
(In U.S. dollars)

Years ended January 31, 2026 and 2025

				2026		2025
Operating activities:
		Income for the year		$  8,963,974		$  25,721,683
		Items not involving cash:
			Depreciation of property and equipment	1,598,368		1,702,907
			Depreciation of right-of-use assets	1,452,005		1,273,607
			Amortization of intangible assets	2,260,338		1,285,534
			Gain on disposal of property and equipment	(24,670)		--
			Stock-based compensation	10,350,133		9,695,275
			Net interest income	(1,666,432)		(2,942,401)
			Income tax expense (recovery)	4,113,827		(16,235,135)
	Gain on SkillsWave disposal transaction			--		(917,395)
	Loss from equity accounted investee			--		438,098
	Fair value loss on loan receivable from associate			4,301,599		376,601
		Changes in operating assets and liabilities:
			Trade and other receivables	1,268,292		(2,333,645)
			Uninvoiced revenue	(461,648)		1,016,319
			Prepaid expenses	(987,375)		2,197,263
			Deferred commissions	(478,910)		507,805
			Accounts payable and accrued liabilities	2,863,670		(876,599)
			Deferred revenue	10,440,314		4,737,086
			Right-of-use assets and lease liabilities	--		(65,884)
		Post-combination compensation payments		(2,220,000)		(345,000)
		Interest received		2,913,000		3,738,473
		Interest paid		(53,544)		(72,207)
		Income taxes paid		(1,679,147)		(1,000,818)
		Cash flows from operating activities		42,953,794		27,901,567
Financing activities:
		Payment of lease liabilities		(2,080,113)		(1,657,536)
		Lease incentive received		--		99,080
		Proceeds from exercise of stock options		752,896		2,175,376
		Taxes paid on settlement of restricted share units		(6,755,375)		(5,621,505)
		Repurchase of share capital for cancellation under NCIB		(10,998,947)		(3,564,436)
		Cash flows used in financing activities		(19,081,539)		(8,569,021)
Investing activities:
		Purchase of property and equipment		(771,048)		(923,034)
		Proceeds from disposal of property and equipment		24,670		--
		Acquisition of business, net of cash acquired		(222,986)		(22,982,226)
		Payment of contingent consideration		(5,103,665)		(249,436)
		Transfer of cash on disposal of SkillsWave		--		(1,483,357)
		Proceeds from sale of majority ownership stake in SkillsWave			--	809,038
		Issuance of loan to SkillsWave		--		(9,500,000)
		Cash flows used in investing activities		(6,073,029)		(34,329,015)
Effect of exchange rate changes on cash and cash equivalents				2,226,450		(2,762,516)
Increase (decrease) in cash and cash equivalents				20,025,676		(17,758,985)
Cash and cash equivalents, beginning of year				99,184,514		116,943,499
Cash and cash equivalents, end of year				$  119,210,190		$  99,184,514

Non-IFRS Financial Measures and Reconciliation of Non-IFRS Financial Measures

The information presented within this press release refers to certain non-IFRS financial measures (including non-IFRS ratios) including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Margin, and Constant Currency Revenue. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS. Non-IFRS financial measures should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS and are unlikely to be comparable to similar measures presented by other issuers. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company's results of operations, financial performance and liquidity from management's perspective and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS measures. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of the Company. The Company's management also uses non-IFRS financial measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts, and to assess our ability to meet our capital expenditures and working capital requirements.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is defined as income (loss), excluding interest, taxes, depreciation and amortization (or EBITDA), adjusted for stock-based compensation, foreign exchange gains and losses, non-recurring expenses, transaction-related costs, fair value adjustment of acquired deferred revenue, income (loss) from equity accounted investee, change in fair value on the loan receivable from associate, impairment charges and other income and losses. Adjusted EBITDA Margin is calculated as Adjusted EBITDA expressed as a percentage of total revenue. For an explanation of management's use of Adjusted EBITDA and Adjusted EBITDA Margin see "Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Adjusted EBITDA and Adjusted EBITDA Margin" section in the Company's Annual MD&A, which section is incorporated by reference herein.

The following table reconciles Adjusted EBITDA to income (loss) for the period, and discloses Adjusted EBITDA Margin, for the periods indicated:

(in thousands of U.S. dollars, except for percentages)	Three months ended January 31,		Fiscal year ended January 31,
	2026	2025	2026	2025
(Loss) income for the period	(1,371)	19,865	8,964	25,722
Stock-based compensation	2,563	2,583	10,350	9,695
Foreign exchange (gain) loss	(613)	454	(2,951)	146
Non-recurring expenses^(1)	588	784	1,798	2,954
Transaction-related costs^(2)	269	614	2,237	2,686
Fair value adjustment of acquired deferred revenue^(3)	28	379	394	1,018
Change in fair value of loan receivable from associate^(4)	4,853	496	4,302	376
Loss from equity accounted investee	--	21	--	438
Net interest income	(254)	(594)	(1,667)	(2,942)
Income tax expense (recovery)	706	(16,442)	4,114	(16,235)
Other income	--	(40)	--	(40)
Depreciation and amortization	1,329	1,308	5,311	4,262
Adjusted EBITDA	8,098	9,428	32,852	28,080
Adjusted EBITDA Margin	14.5 %	17.7 %	15.1 %	13.7 %

Notes:

1. These expenses relate to non-recurring activities, such as changes in workforce or technology whereby certain functions were realigned to optimize operations and certain legal fees incurred that are not indicative of continuing operations.
2. These expenses include certain legal and professional fees that were incurred in connection with other strategic transactions, and post-combination compensation costs from previous acquisition transactions. In the prior fiscal year, these expenses included certain legal and professional fees that were incurred in connection with  the disposal of our majority ownership stake in SkillsWave and our acquisition of H5P. These expenses were net of a gain of $0.9 million recognized for the fiscal year ended January 31, 2025 on the disposal of our majority ownership stake in SkillsWave. These expenses would not have been incurred if not for these transactions and are not considered to be indicative of expenses associated with the Company's continuing operations.
3. At the date of acquisition, the Company recognized a fair value adjustment on the opening deferred revenue balance acquired as part of the H5P acquisition as required under IFRS 3, Business Combinations. This adjustment is not reflective of ordinary operations and is expected to be substantially completed by the end of Fiscal 2026.
4. On a quarterly basis, the Company determines the fair value of the loan advanced to SkillsWave. The adjustments to the fair value of the loan are not reflective of the Company's main business operations and will not impact the Company's future results beyond the maturity date of the loan on June 28, 2029. See note 11 of the Annual Financial Statements for further details.

Adjusted Gross Profit and Adjusted Gross Margin

Adjusted Gross Profit is defined as gross profit excluding related stock-based compensation expenses and amortization from acquired intangible assets, specifically acquired technology. Adjusted Gross Margin is calculated as Adjusted Gross Profit expressed as a percentage of total revenue. For an explanation of management's use of Adjusted Gross Profit and Adjusted Gross Margin see "Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Adjusted Gross Profit and Adjusted Gross Margin" section in the Company's MD&A for the years ended January 31, 2026 and 2025, which section is incorporated by reference herein.

The following table reconciles Adjusted Gross Margin to gross profit expressed as a percentage of revenue, for the periods indicated:

(in thousands of U.S. dollars, except for percentages)	Three months ended January 31,		Fiscal year ended January 31,
	2026	2025	2026	2025
Gross profit for the period	37,744	36,523	148,932	139,964
Stock based compensation	160	154	681	596
Amortization from acquired intangible assets	434	444	1,741	1,000
Adjusted Gross Profit	38,338	37,121	151,354	141,560
Adjusted Gross Margin	68.7 %	69.6 %	69.6 %	69.0 %

Adjusted Gross Margin for the year ended January 31, 2026 was negatively impacted by the migration of a database technology which negatively impacted Adjusted Gross Profit in the second half of Fiscal 2026 by approximately 200 basis points relative to the otherwise realized Adjusted Gross Margin in the period.

Free Cash Flow and Free Cash Flow Margin

Free Cash Flow is defined as cash flows from (used in) operating activities excluding payments of acquisition-related compensation, less net additions to property and equipment. Free Cash Flow Margin is calculated as Free Cash Flow expressed as a percentage of total revenue. For an explanation of management's use of Free Cash Flow and Free Cash Flow Margin see "Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Free Cash Flow and Free Cash Flow Margin" section in the Company's MD&A for the years ended January 31, 2026 and 2025, which section is incorporated by reference herein.

The following table reconciles Free Cash Flow to cash flow (used in) from operating activities, and discloses Free Cash Flow Margin, for the periods indicated:

(in thousands of U.S. dollars, except for percentages)	Three months ended January 31,		Fiscal year ended January 31,
	2026	2025		2026	2025
Cash flows from (used in) operating activities	12,542	(135)		42,954	27,902
Acquisition-related compensation^(1)	–	–		2,220	345
Net additions to property and equipment	(314)	(453)		(746)	(923)
Free Cash Flow	12,228	(588)		44,428	27,324
Free Cash Flow Margin	21.9 %	-1.1 %		20.4 %	13.3 %

Note:

1. Prior year comparatives have been restated to conform with current year presentation by excluding the impact of acquisition-related compensation.

Constant Currency Revenue

Constant Currency Revenue is defined as our total revenue with foreign-currency-denominated revenues translated at the historical exchange rates from the comparable prior period into our U.S. dollar functional currency. For an explanation of management's use of Constant Currency Revenue see "Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Constant Currency Revenue" section in the Company's MD&A for the years ended January 31, 2026 and 2025, which section is incorporated by reference herein.

The following table reconciles our Constant Currency Revenue to revenue, for the periods indicated:

	Three months ended January 31,		Fiscal year ended January 31,
(in thousands of U.S. dollars)	2026	2025	2026	2025
Total revenue for the period	55,796	53,313	217,471	205,276
Positive impact of foreign exchange rate changes over the prior period	(1,083)	--	(627)	--
Constant Currency Revenue	54,713	53,313	216,844	205,276

Key Performance Indicators

Management uses a number of metrics, including the key performance indicators identified below, to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other issuers. These metrics are estimated operating metrics and not projections, nor actual financial results, and are not indicative of current or future performance.

• Annual Recurring Revenue and Constant Currency Annual Recurring Revenue: We define ARR as the annualized equivalent value of subscription revenue from all existing customer contracts as at the date being measured, exclusive of the implementation period. Our calculation of ARR assumes that customers will renew their contractual commitments as those commitments come up for renewal. We believe ARR provides a reasonable, real-time measure of performance in a subscription-based environment and provides us with visibility for potential growth in our cash flows. We believe that increasing ARR indicates the continued strength in the expansion of our business, and will continue to be our focus on a go-forward basis. We define Constant Currency Annual Recurring Revenue as foreign-currency-denominated ARR translated at the historical exchange rates from the comparable prior period into our U.S. dollar functional currency.

	As at January 31
(in millions of U.S. dollars, except percentages)	2026	2025	Change
	$	$	%
ARR	219.8	200.2	9.8 %
Constant Currency Annual Recurring Revenue	214.1	200.2	6.9 %

• Net Revenue Retention Rate and Constant Currency Net Revenue Retention Rate: We calculate NRR for a fiscal year by considering all customers at the beginning of a fiscal year, and dividing our annual subscription revenue attributable to this group of customers at the end of the fiscal year, by the annual subscription revenue attributable to this group of customers in the prior fiscal year. By implication, this ratio, expressed as a percentage, excludes any sales from new customers acquired during the fiscal year, but does include incremental sales from the existing base of customers during the fiscal year being measured. This calculation contemplates all changes to ARR for the designated group of customers, which includes customer terminations and non-renewals, customer consolidations, changes in quantities of users, changes in pricing, additional applications purchased or applications no longer used. We believe that measuring the ability to retain and expand revenue generated from the existing customer base is a key indicator of the long-term value we provide to customers. NRR for the fiscal year ended January 31, 2026 was 103.8% (100.0% for the fiscal year ended January 31, 2025), representing a year-over-year increase of 380 basis points, primarily due to the impact of period-over-period changes in foreign currency exchange rate fluctuations.

Constant Currency NRR is defined as foreign-currency-denominated NRR translated at the historical exchange rates from the comparable prior period into our U.S. dollar functional currency. Management believes that Constant Currency NRR is a useful measure of operating performance to review and assess the Company's ability to retain and expand revenue generated from the existing customer base by removing the impact of period-over-period changes in foreign currency exchange rate fluctuations. The exclusion of this impact allows for greater comparability between reporting periods. Constant Currency NRR for the fiscal year ended January 31, 2026 was 100.9% (102.7% for the fiscal year ended January 31, 2025), representing a year-over-year decrease of 180 basis points. Higher-than-typical churn within our U.S. K-12 market resulted in a decrease of our NRR relative to the prior year. Excluding the K-12 market, Constant Currency NRR would have been 103.7%, which the Company views as a more normalized representation of the Company's performance in retaining and growing existing customers in Fiscal 2026.

• Gross Revenue Retention Rate: We calculate Gross Revenue Retention Rate for a fiscal year by subtracting downgrades, cancellations and terminations over the fiscal year from ARR at the beginning of the year, and dividing the result by the ARR from the beginning of the year. For clarity, the Gross Revenue Retention Rate calculation does not include incremental sales from the existing base of customers during the fiscal year being measured. As we continue to increase our product and service offerings, we are providing more visibility into underlying customer and revenue retention rates, in addition to our ability to grow revenue from our existing customers. As a result, Gross Revenue Retention Rate is a key measure to provide insight into the Company's success retaining existing customers and is a key indicator of the long-term value we provide to customers. Gross Revenue Retention Rate for the fiscal year ended January 31, 2026 was 92.1% (93.5% for the fiscal year ended January 31, 2025), down by 140 basis points year-over-year. During Fiscal 2026, the Company experienced higher-than-typical churn within our US K-12 market which caused a decrease in our Gross Revenue Retention Rate relative to historical performance. Excluding the K-12 market, Gross Revenue Retention Rate would have been 94.4%, which the Company views as a more normalized representation of the Company's retention performance in Fiscal 2026. During Fiscal 2025, the Company retired a services subscription offering relating to curriculum design and now provides this type of service through one-time professional services engagements to customers. Excluding the $2.6M impact of this subscription retirement, Gross Revenue Retention Rate would have been 94.9%, which the Company reviews as a more normalized representation of the Company's retention performance in Fiscal 2025.

SOURCE D2L Inc.

For further information, please contact: Craig Armitage, Investor Relations, [email protected], [phone]