D2L Inc.

Good morning and thank you all for attending the D2L Inc Q3 2026 financial results. My name is Rika and I'll be your moderator for today. All lines will be muted during the presentation portion of the call with an opportunity for questions and answers at the end. If you would like to ask a question, please press star and the number one on your telephone keypad. This morning's call is being recorded on December 11, 2025, at 9 a.m. Eastern Time. I would now like to pass the conference over to your host, Craig Armitage. Investor Relations, thank you. You may proceed, Craig.

Good morning. Listeners are reminded that portions of today's discussion will include statements that contain forward-looking information. Any such statements are subject to risks and uncertainties that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information. Further, certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information. For identification and discussion of such risks, uncertainties, factors and assumptions, as well as further information concerning forward-looking information, please refer to the company's annual and interim management discussion and analysis and the most recently filed annual information form, in each case as filed under the company's profile on CEDARplus at www.cedarplus.com. In addition, during this call, reference will be made to various non-IFRS financial measures, including adjusted EBITDA, adjusted EBITDA margin, adjusted gross margin, and agreed cash flow. These non-IFRS measures do not have a standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other public companies. Please refer to the company's MD&A for three and nine months ended October 31st, 2025 and 2024 for more information about these and certain other non-IFRS financial measures, including where applicable, reconciliation of historical non-IFRS financial measures to the most directly comparable IFRS financial measures from our financial statements. With that, I'd now like to turn the call over to John Baker, Chief Executive Officer of D2L. Please go ahead, John.

Thank you, Craig, and thank you, everyone, for joining us for our Q3 earnings call. We released the financial results after markets closed yesterday, which you can find on the investor relations section of our website at d2l.com. Please note that the results we're discussing today are in U.S. dollars. We're joined this morning by Josh Huff, our CFO, and we look forward to taking you through the results today and addressing any questions. Q3 was more challenging than anticipated with growth rates reflecting both lower services revenue and higher churn in our U.S. K-12 market. That said, we're making good progress across our key growth pillars, including higher education, corporate, and international, and seeing strong indicators that reinforce our confidence heading into Q4 and for the year ahead. Quickly, looking at a few key financial highlights for Q3, subscription and support revenue rose 6% to $49.4 million. Annual recurring revenue grew 6% over last year's Q3 to $213.4 million. And adjusted EBITDA was $7.9 million, with adjusted EBITDA margin at approximately 15%. For the year to date, SAS revenue was up 10%, and adjusted EBITDA increased 33%, with a margin of 15%. And we're on track to land within our guidance for the full year on these two measures. It was also another solid quarter for ARR bookings from our two growth markets, higher education and corporate. We generated ARR of 10% year over year in these two markets in an environment where U.S. higher education activities remain subdued for the last year. Looking forward, pipeline generation has been better than forecast for multiple consecutive quarters and remains healthy. In North America higher education, we're seeing a gradual improvement in market conditions with early signs of increased activity as institutions redirect attention to investments that improve outcomes. find new pathways for growth, and strengthen student retention and experiences. Our competitive position has never been stronger, and we continue to win more than 50% of the time. In Q3, these new customers included the University of Central Arkansas, which selected Brightspace to replace its legacy system and transform the learning experience for more than 10,000 learners, St. Ambrose University, a leading private institution in Iowa with a strong focus on personalized learning, and Oregon Health and Science University, a premier academic health center, chose Brightspace to power the learning for the next generation of health professionals. In the K-12 market, we've experienced higher churn from U.S. customers this year, largely from their internal leadership changes and a reversion to more traditional models of education in that region. Globally, we're seeing healthy K-12 client adoption metrics as many countries, states, provinces and districts look to improve the quality of their educational experience with our learning platform. And for context, K-12 represents roughly 12% of our ARR at the quarter end. And we're intensely focused on continuing to provide great service to some of the largest K-12 school districts in North America and globally. Internationally, our teams continue to perform well and expand D12's footprint across targeted countries. Our year-over-year international ARR growth exceeded 15% in Q3. And we're seeing similarly strong pipeline trends. Among the new customers this past quarter, we welcomed the University of West Scotland, one of Scotland's largest modern universities, serving approximately 20,000 students. And also in Europe, we added a leading global banking institute, which is advancing skills and standards for thousands of banking professionals. We continue to expand our reach in corporate learning globally. In Q3, new customers included the Florida Center for Nursing, a large statewide center dedicated to strengthening the nursing workforce and supporting health care education initiatives, the Professional Association for Dentists in New Zealand, and one of the largest nursing unions and professional bodies, were converting to Brightspace to power the professional development for its extensive membership. We're also expanding employee training underneath our SVP, Kevin Capitani, who joined D2L this fall, and has quickly made a positive impact both within our go-to-market and product roadmap. Kevin brings 30 years of leadership in technology and learning, including 20 years at SAP, and most recently as president of Pearson North America. I've recently been on a number of global trade missions, and it's clear that employee training and upskilling are big areas of focus for leaders in business and governments. I see this as a significant growth pillar for D2L in the future. Platform expansion and upsell is another growth pillar for the company, and I'm pleased to report that we're seeing a healthy pipeline generation for new products, including our AI offering, Lumi. Now, five quarters into our launch, we have more than 2 million in ARR from Lumi, and our pipeline for the product is growing significantly. AI remains front and center for our engagements both with existing customers and prospects, confirming our view that AI will act as a significant catalyst for a new investment cycle. Our investments into our product are growing, customer adoption and expanding use cases that demonstrate improved learning experiences and outcomes. D2L is well positioned to help our clients lead the transformation of learning. And with that, I'll turn the call over to Josh.

Thanks, John, and good morning. The Q3 results were mixed. We had healthy bookings and pipeline generation in our core growth markets, giving us confidence moving forward. This was offset partially by some expected impacts from the year over year comparative period and higher churn in US K-12. Total revenue for Q3 was $54.1 million, in line with the same period last year. This was impacted significantly by a year over year comparative period that included a 1.2 million professional services revenue true-up adjustment. Subscription and support revenue increased 6% to 49.4 million, reflecting new customer growth and strong expansion from existing customers, and was partially offset by the US K-12 market churn. For the fiscal year to date, SAS revenue grew at 10%. Annual recurring revenue grew by 6% to 213.4 million, We saw continued strength in new ARR bookings from our global higher education and corporate markets. As John highlighted, Q3 ARR growth was 10% in these markets combined. Professional services and other revenue decreased 38% to $4.7 million. This decrease in part reflects the revenue true-up adjustment included in the prior year and a continued cautious spending environment in the U.S. markets. resulting in reduced near-term demand for larger engagements such as our curriculum advisory services. We've made significant progress on gross margins over the past several years. However, the Q3 gross margins decreased mainly because of additional costs for the planned migration of a database technology, which had a roughly 200 basis point impact. We expect these additional costs to scale down over the course of fiscal 2027 for this technology change to create incremental margin benefits in fiscal 2028 and beyond as a result adjusted gross margin was 67.8 percent compared to 69.9 percent in the same period last year and gross profit margin for subscription and support revenue was 71.1 percent down from 72.7 percent in the prior year gross profit margin for professional services was 20.4 percent in q3 compared to 45.2% in the comparable period last year, which was impacted by the true-up adjustments. For the year-to-date period, we continue to demonstrate meaningful operating leverage. Total OpEx increased by 1% over the prior year, and OpEx as a percentage of revenue decreased by 320 basis points. In Q3, operating expenses were $32.5 million, consistent with the prior year, and OpEx remained the same as a percentage of revenue at 60%. We view this as a very important period as we work to become number one in targeted learning markets globally and increasingly establish ourselves as the next generation learning platform. And we are investing in product innovation and market expansion accordingly. In terms of earnings and cash flow in the quarter, adjusted EBITDA was $7.9 million, compared to 10.4 million in the same period last year. The year-over-year decrease was explained by the prior year professional services true-up and the current period database technology migration. For the year-to-date period, we reported a 33% increase in adjusted EBITDA, and adjusted EBITDA margin was just over 15%, consistent with the midpoint of guidance for the full year. Income for the period was $4.4 million versus $5.5 million for the same period in the prior year. And free cash flow was $18.8 million, up from $11.3 million in the same period last year. And for the fiscal year to date, free cash flow grew 15% to $32.2 million. Our financial position remained very strong at quarter end, with no debt and $110.5 million in cash and cash equivalents. providing us the flexibility to invest in growth opportunities as we move forward. In terms of uses of cash, we repurchased and canceled 223,500 subordinate voting shares under our NCIB program in the third quarter, bringing the total for the fiscal year to date to roughly 600,000 shares as of October 31st, 2025. And this week we announced the launch of a new NCIB with increased capacity commencing December 12th. Our capital allocation continues to support a low dilutive impact. The weighted average diluted shares outstanding increased by less than 1% over the past 12 months. With one quarter left to go in the year, we refined our full year guidance. We are now expecting subscription and support revenue in the range of $198 million to $199 million implying growth of 10% over fiscal 2025. Total revenue in the range of 217 million to 218 million, implying growth of 6% over fiscal 2025. An adjusted EBITDA in the range of 32 million to 33 million, implying an adjusted EBITDA margin of 15%. In closing, we're executing with discipline while navigating a dynamic market environment. In our core growth markets, we're seeing a better than expected pipeline and healthy ARR growth. Combined with a strong global competitive position, a healthy balance sheet, and growing cash flow, these trends reinforce our confidence leading into Q4 and the year ahead. With that, we will open the call to questions. Operator?

Thank you. We will now begin the question and answer session. And if you would like to ask a question, please press star followed by the number one on your telephone keypad. If for any reason you would like to remove that question, please press star followed by the number two. And again, to ask a question, please press star, then the number one. And as a reminder, if you are using a speakerphone, please remember to pick up your handset before asking a question. Your first question comes from Doug Taylor with Canaccord UNSC. Please go ahead.

Yeah, thank you. Good morning. I just want to dig into the churn you're seeing in that K-12 market. Some rough math here. If it's 11% of your ARR suggests, you know, the churn is pretty substantial. And so I just want to, I want to understand a little bit what's happening there with respect to, you know, those organizations. Is it them reducing the number of students covered? I don't think there's some competitive displacement, but maybe you could just flesh that out for us a little bit in terms of what's happening and the remaining exposure. Thanks. Good morning, Doug.

It's about one or two key clients that are making a move to a competitive solution. So there is a small element of that, but the rest is largely leadership making a decision to go from supporting full online experience, supporting a hybrid approach where, for example, on a snow day like they are having in Ontario today, the students would actually be able to switch back to an online experience in a heartbeat to much more of a traditional model of education and reducing their reliance on digital. So there seems to be a number of schools that have made that pivot back to something that we would have seen probably 15, 20 years ago. And I'm hopeful that overtime we get them back on the right track for supporting this digital expansion with traditional K12 education like we're seeing in other jurisdictions and like we're seeing in other jurisdictions through the rest of the world.

So just maybe to put that another way, given the budgetary environment, they're moving to a less feature rich LMS platform if they have one. or maybe in the competitive situations that you described where they're moving to another platform, is that based purely on pricing?

I'd say in the ones that are making the move to another platform, yes. I think it's largely based upon pricing. And in other cases, I don't think it's budget. I think it's just new leadership with a new vision for where to take the institution. uh and and taking it back into more traditional routes versus that digital leadership route uh routes that have been established for you know in the one case i'm thinking of you know 10 to 15 years of really pioneering a better learning experience through digital uh and just going back to a more traditional approach you know i i you know so it's more of a pullback versus a complete removal of the platform in that particular case. But I do think, you know, as we continue to work with that client in particular, that we will see them continue to invest more and more digital over time. And so, you know, I do think while we are seeing some impact in the K-12 sector in the U.S., beyond the U.S., we're actually seeing good strength in that market.

That's an interesting new leadership approach. You know, we've got now your updated guidance for this year, reflecting some of the puts and the takes that you've mentioned. And, you know, we've still got this medium term guidance that's, I guess, about two years out now. And I know we'll get guidance for next year in a couple months. But I just, you know, maybe I could get you to qualitatively at least talk about how we should map the impacts we're seeing here as it relates to, you know, the top line, you know, puts and takes and also professional services to the extent you can. onto next year's model, I think that would be very helpful.

Yeah, I think maybe we'll split this question with myself and Josh. You know, from my vantage point, just traveling the world over the course of the last few months, it's very clear that there's good, healthy pipeline demand. Internationals going well, corporates going well, higher education is going very well. And even in some of the global opportunities we're seeing in K-12, we see good growth opportunities. The key for the year ahead is converting that pipeline into good growth. And you know, we've got at this stage good confidence in a good in a good quarter ahead and in the year ahead, and our progress towards that medium term model that we've articulated is unchanged, Doug. So feeling very good based on what we're seeing in the field and based upon what we're seeing with pipeline generation. Josh, I'll let you take part of this question as well.

Yeah, Doug, appreciate the question and and recognize there's a bit of a step from the the 6% to the 10 to 15%. As John mentioned, you know, we feel very confident in our competitive position and the investments we're making. And then maybe more specifically, if you just look at sort of the near-term compression we saw from the U.S. K-12 churn in a lower than typical higher ed new logo market. And so, X K-12, we have reported year-over-year ARR growth of 10%, again, in a muted higher ed market. And as we look forward, we remain confident in the ability to grow very effectively in those core markets of international and higher ed, international, higher ed, and corporate. And we also see an increasing opportunity within the employee training corporate environment where we're making very pointed investments from both the product and the go-to-market perspective. So the net of all that, we remain confident in the fiscal 28 operating model. and are making the right investments.

Okay, thank you. I'll pass the line.

Your next question comes from Gavin Fairweather with Cormark. Your line is open.

Oh, hey, good morning. I appreciate the comments on the pipeline, and I was hoping to dig a little bit deeper. Curious if you have any stats you can share on the pipeline growth or the bill versus budget, which sounds like it's been strong, or kind of how that to say for the pipeline is looking in terms of top versus bottom of funnel?

That's a great question. Now this will be our multiple consecutive quarters of reporting better than expected pipeline generation. Just to give you a bit of a ballpark, you know, we're entering into Q4. It's probably the healthiest pipeline that we've seen in more than three years. And so we're feeling very good about the top of the funnel performance. And as we see it fall through to getting into deals and progress with clients, feeling very good about our ability to execute and win those deals. And so, you know, I think that sets us up for a good quarter ahead and a good year ahead as the team's doing a good job on execution there right now.

Appreciate that. And then just maybe on the employee training market, you know, I just see the addition of a new leader there and you continue to advance your product for those employee training use cases. But how should we be thinking about the build out of the go-to-market team in fiscal 27 and kind of the timelines to increase deal flow and ARR build in that segment?

Well, I think that's one of the nice things actually is we're actually feeling very good about having the capacity with the sales team. We've done the hiring already for next year, this year. to make sure that we're well set up for success with an over capacity for us to deliver in the year ahead. So that build out has largely been done. We are going to continue to build out the employee training part of our business. We've done a number of hires there already, but that will continue to grow. We expected that will hit in terms of improving our ability to close more and more deals in that space in the early in the new year as those folks come up to productivity. So feeling pretty confident, you know, relative to, you know, let's say two or three years ago where we struggled with having the right talent in the right seats at the beginning of the year. This year, we're well ahead of schedule. And I'm optimistic that will help us hit the ground running fast in the new year.

That's great to hear faster than I would have thought. And then just quickly on K-12, when you look at the state for the renewal book, Coming up, are you thinking that maybe this might be the peak headwind to sequential ARR and we can expect a bit more of a moderated pace of headwinds going forward? How would you characterize that?

Well, we're one other large K-12 school that's planning on making a move next year that's shifting to a competitor. We know that that shift has not gone well at all. We're trying to do everything we can to support them, get them to be retained, if you will. But other than that, there's no other signs from any of the other K-12 business that we have outside of that U.S. client. And it's not impacting our ability to grow the business next year, both for our core plans for the business or for our medium-term model. And globally, as I said, in K-12, we're actually seeing good opportunity for expansion. I think there's just a bit of an air pocket in one of our key markets.

I appreciate that. I'll pass on. Thank you.

Thank you. We now have Erin Carl with CIBC. Please go ahead.

Hi, thanks. Good morning and thanks for taking the questions. I wanted to follow up with a question on the K-12 churn as well. You mentioned competition in the space. I think we know there's some other large players that have been in the space for a while, but some of the larger AI players like Google and OpenAI have been rolling out AI offerings for education in the last couple of weeks. and months here. So I'm wondering if you've been seeing increased competition or any churn tied to customers looking at those options as well.

The quick answer is no, that's not the competitors that we would be losing to. We're actually harnessing many different AIs to support the growth of our platform. So in other words, taking Claude or OpenAI or dozens of others to incorporate those into our product as part of our Lumi offering. uh and so in our market uh everyone needs a core learning platform and the key is to harness these ai technologies to make it easier to build questions build assignments build learning activities and experiences so those folks would be more natural partners for us versus direct competitors okay that's helpful helpful context there um and maybe i'll just switch gears to the higher education space um

And maybe if you could just give us an update on the competitive landscape in that space and whether you've noticed any shift in the last several months following Anthology's Chapter 11 filing, any changes to your win rate there, anything you can share on that space in particular.

That's a great question, Erin. So obviously the market's changed a lot in the last quarter with Blackboard filing for bankruptcy and going through that process. What we have seen and can report is that our pipeline continues to grow, our win rate continues to grow, And I think we're well positioned to be very competitive against all of our competitors in the higher education market. So you've got Blackboard going to bankruptcy and restructuring. That's not going to be easy for their customers. It's not going to be easy for their teams. You've got Instructure now entering multiple years of being owned by private equity. And you've got Moodle going through a leadership change as well as a new ownership. And so these are all big internal changes that these organizations are grappling with. While we're very much focused on delivering world class product, world class service to our customers and helping them deliver outstanding results for their students, helping them grow in new ways, supporting different models of learning. I think we're well positioned to go in this market.

That is helpful. I will pass the line. Thank you.

Thanks, Erin.

We now have John Shire with TD Cowen. Please go ahead, John.

Good morning. Thanks for taking my question. Could you give us some color regarding where you see our just EBITDA margin is going to land? Right now, the average is around 15%. So where do you see the upside? Or should we expect a balance point after which we're going to see more investments?

Yeah, thanks for the question, John. The current period, as you can see through our guide, is a 15% adjusted EBITDA margin, which is sort of where we've been the past quarter or so. As we articulated last quarter and you see again this quarter, we are working through that database technology migration. And so that does create a bit of sort of a short-term bubble cost, if you will, relative to what would otherwise be our margin profile. So as we work through that throughout fiscal 27, that impact will moderate. And then we'll get to a point in F28 where we can start to see incremental margin benefits from that migration of that technology. And then as we build towards F28, we will continue to seek opportunities for operating leverage. And so we very much feel confident in the build from today to the 18 to 20% margin profile in our F28 operating model. I will mention as we do that, we're obviously looking for efficiency gains such that we can make the right investments. We see this as a very important time for us to establish ourselves as that next generation platform and continue our sort of momentum In global higher education and really establish ourselves in corporate learning and so it's it's a balance for us as it has been the last few years of balancing sort of prudent discipline investment, while we grow the business.

that's great colors and if you're going to. deploy capital towards M&A again, do you think some of your consideration or preferences will be different today versus a year or two years ago on that front with a cash balance at a recent time? How should we think about your capital allocation priorities?

Yeah, it remains similar. So it's a balance of making use of our free cash flow to organically invest in the business through our sort of margin profile. But also, you know, a balance between a buyback program we just launched, relaunched the NCIB program for another year with additional capacity year over year. And then we'll also continue to look for opportunities inorganically to add to the business, which we continue to see as a good way to grow the business and really kind of making use of that position as a platform in our ecosystem.

Thank you.

We now have the next question from . Please go ahead. Hi.

Good morning. John, now that you've been selling Lumi for a few quarters, any themes you're seeing with respect to the kinds of clients, institutions that are adopting it versus the ones where the sales process has been more challenging? And then any throw-ins in terms of how to maybe best manage that process in drug adoption?

Well, I think with Lumi, I haven't really run into clients that say no, just for clarity. It's just taking time for them to actually work through the procurement of it. That's a good question. Most of the clients that I'm talking to now are really just starting with a toe in the water versus jumping in full full steam ahead. So they're wanting to try out a smaller adoption of Lumi to support, you know, basically stepping into this new technology area versus it being a massive deployment where they upskill all of their people right out of the gate. The one challenge that I think we've got to work on is like internal branding of Lumi in the product. One thing that stood out for us is our clients understand it, our reps understand it, but the actual end users don't know they're actually using Lumi yet. And so we're seeing wild adoption. We're seeing almost over 8,000% year-over-year adoption of folks that have implemented Lumi. So the internal utilization is going up. But I think we can turn up the dial a little bit on the growth of Lumi with that continued investment that we're making in the product, but also with updating a little bit of brand awareness within the product itself. Those are important for us to unlock this next level. That said, Pipeline is great. Client response to it has been fantastic. The new technology that we're rolling out to support even now generating new types of content activities within the learning platform, I think have been really well received and some of the new functionality around virtual tutoring and support on giving feedback to students also really well received by faculty and also the students themselves. So teams doing a really good job on delivering great product that's in high demand from clients. I'm not seeing any pushback on the actual product market fit itself. That seems to be hitting really well. I think the key now is for us just to continue to do what we're doing in terms of building a great reference base, building up these efficacy studies, demonstrating real impact and value, and getting it in the hands of more clients.

Great. And then on the corporate market, just to clarify, would you characterize the growth in corporate as being similar to higher ed, or is it any better? And then just how have you seen the environment evolve in recent months? I mean, you talked about a healthy pipeline there, but any specific themes or dynamic you're seeing in corporate?

Well, I think maybe Josh can comment on this as well, too. But just from my vantage point, traveling with a number of CEOs in the last two months have been an eye-opener. There's a tremendous talent bottleneck in a number of different industries. uh which we've got to resolve uh there's a disconnect between what uh you know employees have as knowledge and skills today and what their employees are actually looking for and so i think there's going to be this big investment in upskilling and also work to be done supporting graduating students into fields that are in high demand where there's a gap between what the employers are looking for and what the uh what the employees or potential employees have as a skill set So I think this is a tremendous growth opportunity for the future. And we're digging in with a number of CEOs and actually on another trip starting this weekend with a number going over to France to visit some different industries over there, as well as meeting with a few domestic CEOs from here in North America at the same time. I do think this is a big growth opportunity, but the challenge now is making sure that we're well positioned as the next generation learning platform to support that upskilling of the employee and to help these big companies really tackle these talent bottlenecks, whether it's an incentive conductor or power utility or technology, you name it. There's a lot of different industries struggling with this right now.

Yeah, just an additional question. So corporate, we continue to see as a market that can grow at approximately or about 15% year over year, and that's what we've continued to see. Right now, the training organization part of corporate is where we've seen sort of the most consistent growth. What we're really excited about in addition to that is we're making some meaningful changes investment this year in our product on the employee training side, as well as building out that go to market capability under Kevin's leadership, which sets us up very well to start to contribute towards that growth profile in a more meaningful way from the employee training side. So certainly excited about the years ahead as we really mature our position in market.

Great to help out so long. Thank you.

We have Paul Trebaugh with RBC Capital Markets now. Your line is out, Paul.

Oh, thanks so much. Good morning. Just a question on ARR growth. You gave the comment that ARR growth excluding K-12 was 10% this quarter. How does that compare to the last several quarters? And yeah, if you can just put some context around that 10%.

Yeah, sure. So this is obviously a year where the North America higher ed market, which is a big part of our business, has had lower new logo activity. So we would expect that profile to be larger in normal periods of time. But where we've sort of outside of that lower macro environment of North America higher education, we're very pleased with the growth in international as well as corporate. Corporate we just mentioned. International, this is the second quarter in a row where we've seen ARR grow year over year greater than 15%, which is sort of what we've targeted and expected from that business. And so certainly pleased with some new leadership that joined over the past year, and really just across the business, an embrace and an investment into the success of our international growth. So slightly lower, Paul, to answer your question, just based on that lower RFP activity level in North America higher ed. In that lower activity environment, we're still winning at a very high rate. and we're confident in our competitive position as that fog starts to lift in the coming quarters.

Okay, that's helpful. And then just on the pipeline, you sound quite bullish on the pipeline. Can you speak to, one, what's driving the momentum that you're seeing in the pipeline? And then secondly, how conversion rates have been tracking? And it sounds like they've increased And what's been driving the increase in conversion rates?

Well, I can speak to some of that, and maybe, Josh, you can fill in any gaps, if you will. But what we're seeing with pipeline is a slow build. As Josh pointed out earlier, we've been in a situation where a lot of clients in North America, in particular, have had to readjust based upon policy shifts that were outside of their control. So they've gone through some of that shift. And now we're starting to see the pipeline start to rebound even at a faster pace than we did earlier in the year. And that's largely institutions going, okay, we've made our changes that we need to accommodate, and now we're ready to invest to support a better student experience, to adopt new AI technologies and support a better learning platform, to engage in new activities that are going to help us grow in terms of workforce upskilling. So there's a number of different drivers for that change within the clients. And what we're trying to lean into is leveraging AI as a key catalyst for a big replacement cycle ahead. We believe in AI-enabled learning platform, which makes it so much easier to build content, learning activities, assignments, activities to support assessment, interactives, practices, give feedback, provide tutoring. All of these are very compelling and save our clients hundreds of thousands, if not millions, by shifting to us as a platform. uh we've got to now convert that and what we're seeing with the pipeline bill maybe another key nuance is that it's not just coming from the traditional noodle and blackboard it's also now coming from canvas we're seeing a good inbound activity from all of those platforms and i think our team has done a good job over the course of the last three years where our win rate's been north of 50 percent and continuing to take it up year over year over year Just making ourselves a much better product and also at the same time delivering better service for our clients is a reason why many of these institutions want to shift. That said, all of our competitors have done their best to try to encourage their clients to stay at the status quo and not look to the market. But when they do look to the market, we do very, very well. Our conversion rate on those opportunities is very high. We want to just continue to lean in on that motion and turn that pipeline into significant revenue in the year ahead. Quarter ahead, I should say, too.

Thanks for taking the questions.

Thanks, Paul.

We have Susan Sycamore with CFO now.

Good morning, guys. For my first question, I want to touch on the pipeline color that you provided. It's good to hear that you're seeing this consistent expansion in the overall pipeline. Can you speak a little bit about what might be different quarter quarter and maybe year over year with respect to the current sales cycle slash sales process as you look at converting that pipeline?

I think the key is we're seeing the fog lifting a little bit. I wouldn't say we're clear at this stage. But we're seeing a natural bounce back in our key markets, international, corporate, higher education, even some markets for K-12 globally are seeing the clients have made their adjustments and are now ready to buy. So we're really seeing two key things. One, clients that we have really want to invest in new technology like our AI platform, Lumi. Also, Creator Plus is gaining some significant traction within our base. quite excited about both of those um and i and i do think there's a whole other set of services uh that our clients are going to want to drive now we haven't we haven't seen it fully take back up but we've seen it bounce back up in the last month or two as our learning services you know that hasn't you know it's been a weak spot for us over the course of the last year but it seems like more clients are now starting to want to buy those services than we did in the past and i do expect hopefully in the quarter or two ahead, that will bounce back to a much more normal buying cycle as well. And then on the prospect side, what you have is all of our main competitors are running legacy technologies that are not fully AI enabled. They're making announcements about trying to support AI, but by and large, it's mostly vapor for most of their competitors. And so I think The market is waking up to needing AI to support the workflows that all these students and faculty use globally. And that's a compelling factor for us building pipe and also now converting it into one opportunities.

Great, that's helpful. My second question, I want to touch on the corporate learning opportunity. Yeah, I think early in the call, you touched upon adding more resources to focus on the employee training use case specifically. Can you talk a little bit about what's left to do from a product perspective? And given the new leadership hire here, when do you expect to be able to go to market with that refined go-to-market strategy and product offering to truly capture that opportunity?

Yeah, so I think the way I would frame it is our product is extraordinarily good at delivering a fantastic learning experience. So building incredible learning activities that are engaging, that are inspiring, that aren't your typical corporate boring, laughable, typical experience when it comes to compliance as an example. Many employees will laugh if you ask them, do you enjoy your learning experience today? It's largely old technologies that have been around for 20, 30 years. That's what the current state of the art is in corporate. And so we're coming in with a modern, fresh approach to delivering that learning experience. But what we're missing is some of the admin capability that some of these other platforms have built out that grew up in corporate. The admin capability in a traditional higher education system was set up by the SIS. and other vendors. And so we've got to close those gaps as quickly as possible. And we're working through many of them. So we launched, for example, two months ago, a good set of capability that closes a number of those gaps and will continue to close more in the future. But for clients that are looking to upskill their people with the best possible learning experience, and don't mind a little bit of extra administrative overhead, we're the perfect solution for them today. And I can assure them that we'll be the easiest to use platform on the immune side and not the too distant future.

Okay, great. Appreciate the call, guys. I'll pass the line. Thank you. Thank you.

We have Brian Peterson with Raymond James now. Your line is open.

Hey, guys. Thanks for taking the question. Just one for me. So, John, I just want to make sure we understood on the K-12 side. So, for the customers, are some of those leaving D2L altogether, and maybe there isn't that opportunity to re-engage? Because I think you used the word pullback, or maybe is this something where they're spending a little bit less, and then you have the opportunity? Is there any way to kind of segment

of the customers that are transitioning how many are still remaining customers or how much they are still remaining versus some that you could win back thanks guys yeah uh well the majority that we're talking about here are sort of downgrading going back to more of a traditional model so it's more of a pullback in terms of their investment in digital um but you know i do expect to regain some of that footing with those clients as they understand the use case a little bit better and as they want to embrace technology to support the traditional class experience, we're actually a great fit for that model. There's two or three clients that are actually transitioning to a competitor over the course of the next year. That's a bit more painful for us. Also, I think it's been very hard for the customers that are actually going through the transition as well. We're very good at supporting these large implementations within the CUS market with a premium learning experience. And I think our competitors are struggling with those transitions. So, you know, I'm not counting out our ability to go back and win back someone's accounts over the time. But we're also learning some lessons in terms of like what we've got to do to make sure that we've got the right relationships and we're building the right shared vision for the future. There are some things that we've learned as lessons as well. But it's a small number. It's just it is a painful air pocket for us right now in K-12 U.S.

Appreciate the caller. Thanks, John.

Thank you. Just a reminder that style one, if you'd like to ask any further questions. And we have Daniel Velvini with Iberian Asset Management now. Please go ahead.

James Heiting. Thanks for taking my call say, I have a question about the share buyback program is the primary intention of this program to offset the dilution from options and restricted share issues or is there. James Heiting. More to it and and if it's just to offset dilution is there sort of any price you'd pay when you buy back shares thanks.

James Heiting. yeah thanks for the question yeah the buyback program is really a consideration of. uh multiple things um which which can include sort of the dilutive uh consideration which for the past you know two years we've been less than one percent uh in our uh dilution um and then we're also contemplating sort of you know the the various alternative uses of cash and what we believe to be the return sort of profile of those uses of cash and so we do foresee continuing to make use of the buyback program for the next year as part of that MCIB program we just launched this week.

Okay, thank you.

Thanks, Daniel. I think that's the first investor call that we've ever had in terms of having investors speak on the call, so I really appreciate it. Thanks for the question. Well, thanks for letting me on.

Thank you. I can confirm we currently have no further questions. So I would like to conclude the question and answer session. And I'd like to now hand it back to John Baker for some final comments.

Well, thank you, everyone, for joining us today on our call. And we're looking forward to updating you after a Q4 results. Have a good holiday season. And I look forward to joining you in the new year. Thank you, everybody. Have a good day.

Thank you for all attending. I can confirm that does conclude the D2L Inc Q3 2026 financial results. Thank you all for your participation and please enjoy the rest of