AWRE

EX-99.1

2 awre-ex99_1.htm

EX-99.1

EX-99.1

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 First Quarter Financial Results

BURLINGTON, MASS. – April 29, 2026 – Aware, Inc. (NASDAQ: AWRE), a global leader in biometric identity and authentication solutions, today reported financial results for the first quarter ended March 31, 2026.

First Quarter 2026 and Financial Recent Operational Highlights

• Delivered strong performance in the DHS Remote Identity Validation Rally, Track 3, where Aware’s Intelligent Liveness demonstrated the ability to stop sophisticated attack vectors while maintaining a high-quality user experience.

• Revenue was $3.4 million, compared to $3.6 million in the first quarter of 2025.

• Operating expenses were $7.0 million, including approximately $0.7 million of one-time severance costs related to a workforce reduction aligned with our strategic transition from a product-focused model to a platform-driven company, compared to $5.5 million in the first quarter of 2025.

Management Commentary

“This quarter marked an important step in our transformation as we continued aligning the business around a unified biometric orchestration platform,” said CEO Ajay Amlani. “As part of this transition, we are taking deliberate actions to streamline our cost structure and operating model, ensuring we are focused on our highest-impact opportunities.

“We are moving toward a platform-first approach with the Awareness Platform at the center—designed to meet growing demand for biometric orchestration across both government and enterprise markets. With 98% of organizations we surveyed in a new report expressing interest in these capabilities, we are confident we are building toward a clear and expanding market need.

“We believe this shift positions Aware to operate more efficiently, execute with greater focus, and deliver more consistent, long-term value as we advance the platform and scale adoption over time.”

First Quarter 2026 Financial Results

Revenue was $3.4 million, compared to $3.6 million in the first quarter of 2025. The decline in revenue was primarily due to a decrease in perpetual license revenue compared to the prior-year first quarter and partially offset by an increase in subscription license revenue.

Operating expenses were $7.0 million, compared to $5.5 million in the first quarter of 2025. The year-over-year decrease was primarily driven by one-time severance costs related to our restructuring of $0.7 million and higher compensation costs related to hires we made in 2025.

As a result of efforts, we’ve taken to streamline our business, we expect to reduce operating expenses by $4.0 million on an annualized basis, as compared to the current quarter, starting in Q2 2026. We will continue to make adjustments to our operating expense as we continue to focus on our strategic goals.

Net loss totaled $3.5 million, or $(0.16) per diluted share, compared to net loss of $1.6 million, or $(0.08) per diluted share, in the first quarter of 2025.

Adjusted EBITDA loss totaled $3.2 million in the first quarter of 2026, compared to adjusted EBITDA loss of $1.5 million in the first quarter of 2025.

Webcast

Aware management will host a webcast today, April 29, 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, April 29, 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 no

8-K

false000101573900010157392025-12-312025-12-31

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): December 31, 2025

AWARE, INC.

(Exact name of registrant as specified in its charter)

Massachusetts

000-21129

04-2911026

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

76 Blanchard Road, Burlington, MA, 01803 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (781) 687-0300 Not Applicable (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

Name of Each Exchange on Which Registered

Common Stock, par value $.01 per share

AWRE

The Nasdaq Global Market

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 March 4, 2026, Aware, Inc. issued the press release, attached to this Form 8-K as Exhibit 99.1, describing the results of operations and financial condition of the company as of and for the quarter ended December 31, 2025.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this report: (d) EXHIBITS.

Number

Description

99.1

Press release issued by Aware, Inc. on March 4, 2026.

104

Cover Page Interactive Data File (embedded within XBRL document)

SIGNATURE

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

AWARE, INC.

Dated: March 4, 2026

By:

/s/ David K. Traverse

David K. Traverse

Chief Financial Officer

8-K

0001015739false00010157392025-09-302025-09-30

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): September 30, 2025

AWARE, INC.

(Exact name of registrant as specified in its charter)

Massachusetts

000-21129

04-2911026

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

76 Blanchard Road, Burlington, MA, 01803 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (781) 687-0300 Not Applicable (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

Name of Each Exchange on Which Registered

Common Stock, par value $.01 per share

AWRE

The Nasdaq Global Market

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 October 29, 2025, Aware, Inc. issued the press release, attached to this Form 8-K as Exhibit 99.1, describing the results of operations and financial condition of the company as of and for the quarter ended September 30, 2025.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this report: (d) EXHIBITS.

Number

Description

99.1

Press release issued by Aware, Inc. on October 29, 2025.

104

Cover Page Interactive Data File (embedded within XBRL document)

SIGNATURE

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

AWARE, INC.

Dated: October 29, 2025

By:

/s/ David K. Traverse

David K. Traverse

Chief Financial Officer