Note 3 – Acquisitions

Fiscal 2027 Acquisitions

On March 11, 2026, Descartes acquired all of the shares of Utordo Ltd., doing business as OrderMine (“OrderMine”), a UK-based provider of AI-powered forecasting and demand planning solutions designed to support ecommerce businesses across their growth lifecycle. The purchase price for the acquisition was approximately $2.3 million (GBP 1.7 million), net of cash acquired, which was funded from cash on hand, plus potential performance-based contingent consideration of up to $1.0 million (GBP 0.8 million) based on

OrderMine achieving revenue-based targets over the first two years post-acquisition. The fair value of the contingent consideration was valued at $1.0 million at the acquisition date. The gross contractual amount of trade receivables acquired was nominal with a nominal fair value at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The completion of the initial purchase price allocation is pending the finalization of the fair value for trade receivables, accrued liability balances, deferred revenue as well as potential unrecorded liabilities. We expect to finalize the purchase price allocation on or before March 11, 2027.

On April 22, 2026, Descartes acquired all of the shares of Idelic Inc. (“Idelic”), a provider of AI-powered driver safety and performance management solutions. The purchase price for the acquisition was approximately $25.3 million, which was funded from cash on hand, plus potential performance-based contingent consideration of up to $12.0 million based on Idelic achieving revenue-based targets over the first two years post-acquisition. The fair value of the contingent consideration was valued at $2.8 million at the acquisition date. The gross contractual amount of trade receivables acquired was $1.0 million with a fair value of $0.6 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was $0.4 million. The completion of the initial purchase price allocation is pending the finalization of the fair value for trade receivables, deferred tax assets, intangible assets, accrued liability balances, deferred revenue as well as potential unrecorded liabilities. We expect to finalize the purchase price allocation on or before April 22, 2027.

On July 2, 2026, Descartes acquired all of the shares of Drivin SpA and its subsidiaries (collectively referred to as “Drivin”), a provider of last mile delivery management solutions across Latin America. The purchase price for the acquisition was approximately $29.5 million, net of cash acquired, which was funded from cash on hand, plus potential performance-based contingent consideration of up to $5.0 million based on Drivin achieving revenue-based targets over the first two years post-acquisition. The fair value of the contingent consideration was valued at $2.7 million at the acquisition date. The gross contractual amount of trade receivables acquired was $2.1 million with a fair value of $2.1 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The completion of the initial purchase price allocation is pending the finalization of the fair value for trade receivables, deferred tax assets, intangible assets, accrued liability balances, deferred revenue as well as potential unrecorded liabilities. We expect to finalize the purchase price allocation on or before July 2, 2027.

For the businesses acquired during fiscal 2027, we incurred acquisition-related costs of $0.5 million and $1.1 million for the three and six month periods ended July 31, 2026, respectively. The acquisition-related costs were primarily for advisory services and are included in other charges in our condensed consolidated statements of operations. During the three and six month periods ended July 31, 2026, we have recognized revenues of $2.6 million and $2.8 million, respectively, and a net loss of $0.4 million and $0.3 million, respectively, from OrderMine, Idelic and Drivin since the date of acquisition in our condensed consolidated statements of operations.

The preliminary purchase price allocation for the businesses acquired during 2027, which has not been finalized, is as follows:

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The above transactions were accounted for using the acquisition method in accordance with ASC Topic 805, “Business Combinations”. The purchase price allocations in the table above represents our estimates of the allocation of the purchase price and the fair value of net assets acquired. The preliminary purchase price allocations may differ from the final purchase price allocation, and these differences may be material. Revisions to the allocations will occur as additional information about the fair value of assets and liabilities becomes available. The final purchase price allocations will be completed within one year from the acquisition date.

The acquired intangible assets are being amortized over their estimated useful lives as follows:

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The goodwill on the OrderMine, Idelic and Drivin acquisitions arose as a result of the combined strategic value to our growth plan. The goodwill arising from the OrderMine, Idelic and Drivin acquisitions is not deductible for tax purposes.

Fiscal 2026 Acquisitions

On March 24, 2025, Descartes acquired all of the shares of SEP 3GTMS Topco, Inc. and its subsidiaries (collectively referred to as “3GTMS”), a provider of transportation management solutions. The purchase price for the acquisition was approximately $112.7 million, net of cash acquired, which was funded from cash on hand. The gross contractual amount of trade receivables acquired was $3.4 million with a fair value of $2.8 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was $0.6 million. The purchase price was finalized in the three month period ended January 31, 2026 with no adjustments.

On June 18, 2025, Descartes acquired all of the shares of PackageRoute Holdco, Inc. (“PackageRoute”), a provider of final-mile carrier solutions. The purchase price for the acquisition was approximately $1.9 million, net of cash acquired, which was funded from cash on hand. The gross contractual amount of trade receivables acquired was nominal with a nominal fair value at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The purchase price was finalized in the three month period ended July 31, 2026 with no adjustments.

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On August 1, 2025, Descartes acquired all of the shares of Finale, Inc. (“Finale”), a US-based provider of cloud-based inventory management solutions designed to support ecommerce businesses across their growth lifecycle. The purchase price for the acquisition was approximately $39.2 million, net of cash acquired, which was funded from cash on hand, plus potential performance-based contingent consideration of up to $15.0 million based on Finale achieving revenue-based targets over the first two years post-acquisition. The fair value of the contingent consideration was valued at $3.6 million at the acquisition date. The gross contractual amount of trade receivables acquired was $0.1 million with a fair value of $0.1 million at the date of acquisition. Our acquisition date estimate of contractual cash flows not expected to be collected was nominal. The purchase price was finalized in the three month period ended July 31, 2026 with no adjustments.

Pro Forma Results of Operations (Unaudited)

The financial information in the table below summarizes selected results of operations on a pro forma basis as if we had acquired Drivin, Idelic, OrderMine, Finale, PackageRoute, and 3GTMS as of February 1, 2025.

This pro forma information is for information purposes only and does not purport to represent what our actual results of operations for the periods presented would have been had the acquisitions of Drivin, Idelic, OrderMine, Finale, PackageRoute, and 3GTMS occurred at February 1, 2025, or to project our results of operations for any future period.

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