v3.26.1
Related Party Transactions
6 Months Ended
Jul. 31, 2026
Related Party Transactions [Abstract]  
Related Party Transactions
16.
Related Party Transactions

The Company has entered into a number of transactions with entities affiliated with members of its board of directors and other related parties.

Igniter Note

As discussed in Note 12, Debt, on August 29, 2025, the Company issued the Igniter Promissory Note due to the sellers in the amount of $6.6 million as part of the consideration for the acquisition of Igniter Group. The Igniter Promissory Note, which is prepayable at any time by the Company without penalty, totaled $5.7 million as of July 31, 2026, and bears interest at a fixed annual rate of 6.0%.

Midwestern Notes

As discussed in Note 12, Debt, on January 3, 2025, the Company issued the Midwestern Notes as partial consideration for its acquisition of Midwestern. The Midwestern Notes, which are prepayable at any time by the Company without penalty, consist of (1) a $2.4 million note bearing interest at 4.8%, issued to Mr. Johnson, (2) a $6.5 million note bearing interest at 3.1%, issued to Flourish Holdings, Inc., and (3) a $3.2 million note bearing interest at 5.0%, to Flourish Holdings, Inc. Mr. Johnson is the chief executive officer of Midwestern, one of the Company’s consolidated subsidiaries, and is the sole owner of Flourish Holdings, Inc. The Midwestern Notes, which are repayable at any time by the Company without penalty, totaled $8.9 million and $9.9 million as of July 31, 2026, and January 31, 2026, respectively.

Outreach Note

On November 1, 2024, the Company’s subsidiary, Outreach, entered into a line of credit agreement bearing interest at 6.0%, with an entity controlled by a member of the subsidiary’s management. On November 19, 2025, all outstanding borrowings under the line of credit were rolled into a loan agreement bearing interest at a fixed rate of 8%. As of July 31, 2026 and January 31, 2026, the unpaid principal totaled $0.7 million and $0.8 million, respectively. The outstanding balance as of July 31, 2026 matures on April 21, 2029.

Senior Secured Notes

As described in Note 12, Debt, on April 23, 2024, the Company entered into a Note Purchase Agreement with Pearl Street Trust (an entity controlled by Scott Beck) and certain other purchasers, under which it issued Senior Secured Notes totaling $45.0 million to Pearl Street Trust across multiple tranches throughout the fiscal year ended January 31, 2025, each bearing interest at 8% plus a floating SOFR-based margin, with a floor of 1%, and maturing in April 2027.

On April 24, 2024, the Company issued a $10.0 million Senior Secured Note under the Note Purchase Agreement to FMAB Partners, LP (“FMAB”), an entity affiliated with Mr. Furst, who also served as collateral agent under the security agreement associated with the Note Purchase Agreement. As of July 31, 2026 and January 31, 2026, FMAB's Senior Secured Note had a carrying balance of $11.0 million and $10.8 million, respectively, inclusive of PIK Interest.

On the same date as the FMAB note issuance, Pearl Street Trust and Scott Beck jointly and severally guaranteed repayment of the FMAB note under a guaranty agreement, enforceable upon demand if a defined Event of Default remains uncured for at least 90 days. As of July 31, 2026, of the above issuances, only FMAB's Senior Secured Note and Warrants remained outstanding.

Leases

The Company entered into two operating leases for the occupancy of office space in two separate building complexes in Boulder, Colorado, with an entity that is controlled by the CEO of the Company. The Company has evaluated the relationship with these related parties and concluded that the related party is not a variable interest entity because the Company has no direct ownership interest or relationship with the related party other than the leases. The leases both commenced on January 1, 2023, both having a term of three years with two three-year extension options. Upon the commencement of each extension term, the base rent shall be adjusted to reflect any percentage increase in the Consumer Price Index since the preceding reference index date. Following each such extension, the number of remaining extension terms shall be reduced accordingly, or eliminated if none remain. On both properties, the Company pays rent, real estate taxes, insurance, and operating expenses related to maintenance and operating costs that arise from the use of the property.

On January 2, 2024, the Company acquired 100% of the equity ownership of Outreach Media, Inc. As part of this transaction, the Company acquired two operating leases for the occupancy of office and warehouse spaces in Colorado Springs, Colorado, each with entities controlled by a member of the subsidiary’s management. In addition to the lease arrangements, the leasing entity and the subsidiary are parties to a related-party loan arrangement, as further described in the “Outreach Note” section above. The leases both commenced on January 2, 2024, both having a term of seven years with no extension options. On one of the properties, the Company pays operating expenses related to maintenance and operating costs that arise from the use of the property. Additionally, the Company recognized an asset on both of the leases related to the fair value of the below-market component included in the acquired leases. The Company has determined that the leases are both operating leases.

On June 11, 2025, the Company completed the acquisition of Midwestern Interactive, LLC. In connection with this acquisition, the Company assumed four operating leases for the occupancy of office space with an entity owned by Midwestern’s chief executive officer. Each of the leases has a remaining term of five years. The Company has determined that the leases are operating leases.

Operating lease cost related to related party leases recognized was $0.3 million for the three months ended July 31, 2026 and 2025, and $0.7 million and $0.6 million for the six months ended July 31, 2026 and 2025, respectively. The operating lease cost was allocated to General and administrative in the condensed consolidated statements of operations. The related party operating lease right-of-use assets of $4.2 million and $5.1 million as of July 31, 2026 and January 31, 2026 respectively, are recognized in ROU operating lease asset in the condensed consolidated balance sheets. The current and long-term portions of the related party lease liabilities as of July 31, 2026 were $0.9 million and $3.3 million, respectively, and were recognized within the current and non-current lease liability in the condensed consolidated balance sheets. The current and long-term portions of the related party lease liabilities as of January 31, 2026, were $1.0 million and $4.2 million, respectively, and were recognized within the current and non-current lease liability in the condensed consolidated balance sheets.

Revenue

 

For the three and six months ended July 31, 2026, one of the Company’s subsidiaries generated revenue of $0.7 million and $1.9 million, respectively, for services rendered to YouVersion, an entity of which a member of the Company’s board of directors is also the chief executive officer. For the three and six months ended July 31, 2025, one of the Company’s subsidiaries generated revenue of $0.4 million and $0.5 million for services rendered to YouVersion, respectively.

 

For the three and six months ended July 31, 2026 one of the Company’s subsidiaries generated revenue of $0.8 million and $1.8 million, respectively, for services provided to Come and See, an entity in which the chairman of its board is one of the subsidiary’s board members. For the three and six months ended July 31, 2025, one of the Company’s subsidiaries generated revenue of $0.8 million and $1.4 million for services provided to Come and See, respectively.

 

For the three and six months ended July 31, 2026, one of the Company’s subsidiaries generated revenue of $0.1 million and $0.3, respectively, for services provided to Foundation for Healthy Relationships, an entity in which a member of the board also serves on the board of the subsidiary.

Vendor Agreements

For the three and six months ended July 31, 2026, the Company incurred nil expenses, for strategic and executive consulting services, and nil for engineering staffing services, provided by an entity controlled by the Company’s Chief Executive Officer and accounted for as an equity method investee until its acquisition on May 31, 2025. For the three and six months ended July 31, 2025, the Company incurred nil and $1.6 million of expenses for strategic and executive consulting services, and $0.6 million and $2.1 million, respectively for engineering staffing services provided by this entity.

Amounts incurred prior to the acquisition date are reflected as related-party transactions; amounts incurred during the year ended January 31, 2025, relate entirely to the pre-acquisition period. Engineering staffing services supported the development, maintenance, and enhancement of the Company’s AI platform.