Thank you, and good day to everyone. Welcome to Rezolve's second half and full year 2025 earnings conference call.

Leading today's discussion are Dan Wagner, Rezolve's Founder and Chief Executive Officer, and Arthur Yao, Rezolve's Chief Operating and Financial Officer. Our second half and full year 2025 earnings press release was issued earlier this morning Eastern Time, and can be found on our Investor Relations website.

Today's discussion will include statements that constitute forward-looking information or forward-looking statements. These statements reflect management's current beliefs and expectations, and are subject to a number of factors that may cause actual results to differ materially from those statements.

These factors include, but are not limited to, those discussed in our SEC filings and earnings release. These statements do not guarantee future performance, and therefore, undue reliance should not be placed upon them.

We do not intend to update these forward-looking statements as a result of new information or future developments, except as required by law. Additionally, our discussion will include both GAAP and non-GAAP financial measures.

These non-GAAP financial measures should be viewed in addition to, and not as a substitute for, Rezolve's reported results prepared in accordance with US GAAP. Non-GAAP financial measures referenced in today's call are reconciled to the most directly comparable GAAP measure in our SEC filings and earnings release.

For more information regarding definitions of our non-GAAP measures, please see our earnings release and SEC filings, which are or will be available on Rezolve's Investor Relations website at investor.rezolve.com and on the SEC's website at www.sec.gov. Finally, as a reminder, today's conference call is being recorded, and the replay will be available on our Investor Relations website.

At this time, I'd like to turn the call over to Dan.

Thank you, Michael, and good morning, everybody. 2025 was the year Rezolve AI stopped being a player in AI and became the essential logic of global commerce.

We have moved past the experimentation phase. Today, Rezolve is live, production-grade infrastructure operating at a global scale.

To understand the scale of our execution, look at where we started. We entered 2025 as a newly listed company with limited revenue, less than 100 employees, and no offices.

At that time, I told the market we would target a $100 million ARR exit. Today, we are announcing that we have shattered those targets.

We exited 2025 with a record December monthly recurring revenue of $19.4 million, establishing an exit annual recurring revenue of $232,800,000, more than double our original guidance. We now operate out of 32 offices globally with a world-class team of over a thousand employees.

Our platform is live and scaling across more than 950 enterprise customers. We delivered $46.8 million in total revenue for the year, driven by an explosive 543% growth in the second half.

It is critical to understand the dual engine driving our trajectory. Our explosive growth is underpinned by a disciplined roll-up strategy of legacy enterprise search and commerce companies.

Through the strategic acquisitions of GroupBy, Crownpeak, and most recently Reword, we have systematically captured the enterprise discovery and transaction layers. These acquisitions were transformational building blocks, contributing nearly $90 million to our $232 million ARR exit and allowing us to seamlessly transition established legacy customer bases onto our high-margin agentic architecture.

However, the vast majority of our momentum is purely organic. By leveraging our base of over 950 enterprise customers, our direct sales efforts and strategic partnerships with Microsoft and Google are delivering explosive performance and high-value contracts.

This hybrid approach, combining strategic consolidation with massive organic scale, is exactly what drove our exit ARR of $232 million and $46.8 million full year revenue result, and provides the foundation for global dominance. Our success is built on a superior technological foundation.

Our proprietary LLM, brainpwr, is purpose-built for commerce and engineered for zero hallucination. In head-to-head benchmarking, brainpwr consistently outperforms general-purpose models in SKU-level precision and deterministic commercial outputs.

The technical lead is why we command a 90%-plus core software margin, and enterprise trust our engine because it's built for execution, not just conversation. Furthermore, we are executing the most significant AWS playbook of the AI generation.

Through the acquisition of Subsquid, SQD, we have secured a proprietary, distributed blockchain database that removes our dependence on third-party ledgers. We are deploying this internally to power our 112.7 billion API calls today, with a clear path to commercialize this decentralized database architecture for the broader enterprise market tomorrow.

The reason we are moving so aggressively is because of a fundamental shift in the internet. We are moving from a world of manual search to a world of agents.

Today, a consumer visits one or two digital sites to find a product. Tomorrow, AI assistants like Siri, Gemini, and ChatGPT will shop on behalf of the consumer, querying hundreds of stores simultaneously.

This will trigger a 100x explosion in transaction volume and API activity. Rezolve is the tollbooth for this surge.

We are already seeing the first waves. We have noticed a 20% uplift in traffic to customer sites that we believe is directly attributable to agentic activity.

We are executing this from a position of unrivaled financial strength. We have secured over $750 million in total funding, including our oversubscribed $250 million raise this past January.

It is important for our shareholders to know that the company has zero requirement for additional operational equity to execute its 2026 mission. We are fully funded, and our cash reserves provide more than sufficient runway for the day-to-day operations and organic growth.

We enter 2026 with unprecedented visibility, underpinned by a $232 million contracted revenue base. On the back of this momentum, we are upgrading our 2026 revenue guidance to $360 million.

This represents a 7.5x growth over 2025, and we view it as a conservative baseline. I'll now hand over to Arthur Yao to take you through the financial details.

Thank you, Dan. Rezolve reported $46.8 million in 2025 GAAP revenue, materially outperforming market consensus.

The 543% sequential acceleration in the second half reflects the transition of our enterprise customers from integration into live production. Our exit velocity is exceptional.

We delivered $19.4 million in December monthly recurring revenue, implying a $232.8 million ARR run rate. This is supported by the $232 million contracted revenue base Dan mentioned, providing high-conviction visibility into our 2026 targets.

While group GAAP gross margin was 66%, our core software margins remain elite at over 90%. As software-related revenue becomes a larger share of our mix, we anticipate blended margins to expand significantly, highlighting the operating leverage inherent in our model.

I want to highlight the structural efficiency of our growth. While we report a net loss of $101.4 million for the year, it is crucial to note that we only burned $34.2 million in cash.

The remainder was driven by non-cash balance sheet adjustments. More importantly, we have already validated the fundamental profitability of our model.

In December 2025, Rezolve achieved positive adjusted EBITDA for the first time. This proves that profitability is a lever we fully control as we scale.

Looking ahead to 2026, I want to be clear: we could be profitable today if we choose to be. However, we do not expect to push for full-year profitability in 2026 because we are making the deliberate strategic choice to prioritize aggressive investment in our global sales organization and market expansion.

We are investing from a position of strength to capture the massive structural shift toward agentic commerce. As Dan emphasized, we enter 2026 in our strongest ever capital position.

With over $750 million in total funding secured, we are fully funded for our 2026 objectives. We do not intend to raise new equity for operational needs.

Use of equity going forward will be restricted to high-value, profitable acquisitions such as Reword, which bring immediate, self-financing revenue to Rezolve. We are guiding to $360 million in GAAP revenue for 2026, a targeted ARR exit rate of $500 million.

Now back to Dan for closing remarks.

Thanks, Arthur. In summary, 2025 was the inflection point.

2026 is about capturing the agentic explosion. We have built the infrastructure powering the agentic commerce revolution and the essential logic that makes the future of global commerce possible.

Before I open the floor for questions, I'd like to point everybody to the special annual report we have produced, which is available via a link in the press release of today's results. We produced this report to give greater understanding to our strategy and the future potential of the company.

I would encourage you all to take a moment to download that PDF. Now I'd like to open the floor for questions, and thank you all very much for joining.

Great. First off, Dan, Arthur, congrats on a very strong 2025.

I have one question, one follow-up question. Dan, would really appreciate your thoughts on the following.

At the industry level, it seems like there are large AI market participants that are learning that retail e-commerce is a more challenging opportunity to capitalize on than they may have initially anticipated. What are the implications of that for Rezolve AI?

Thanks, Tom. You're absolutely right.

What we're doing isn't easy, and it took us nearly 10 years to get to the point where we are today in perfecting the ability to deal with the complexities of commerce in an AI world, in an agentic world. The main issue is that commerce isn't easy in that it's made up of so many different moving parts, from inventory to product database movements, to payments, to merchandising, and much more.

Rezolve, having been in previous lives running e-commerce systems at scale, we understand the complexities, and we understood them when we started in 2016 the foundation of Rezolve. We approached this from the very beginning as a method of solving many of the issues that commerce and e-commerce systems face and improving the way in which they can operate today.

We believe that we have a 10-year lead on everybody else. Having done that, I think we're starting to see the fruits of that effort coming through in the numbers.

Excellent. For my follow-up, can you provide your current thoughts on your strategic partnership with Tether to enable consumers to purchase merchandise with stablecoin, Bitcoin, and cryptocurrency in general?

Yes. We believe that Rezolve Pay is one of the most exciting developments in the business.

It doesn't represent revenue in the current numbers, but we believe that it is one of the major drivers for the future. We believe that stablecoins like Tether provide a better way to converse in the agentic world.

That is not only because of the instant settlement and the design of the infrastructure to support interactions with agents, but also because the way we're proposing to introduce this for merchants is that there is no fees associated with their adoption of this new payment method. Of course, we're in a very good place with 950 large enterprise customers to start the deployment of it.

We expect to see some momentum in Rezolve Pay this year, and we're extremely excited about its potential over the coming years.

Thank you, Dan.

Great. Thanks so much for taking my questions.

Solid year. Can you talk about the sales cycle and how it's changed as the company has demonstrated more success?

I think the press release said AI adoption has gone from 18 months to 4 to 6 weeks. Is that describing the average new customer acquisition timeline in the recent months?

Yes. We have different products, Brian, and some of them can be deployed very, very fast and some take a little bit longer, but the timeline typically now is 4 to 6 weeks up to 3 to 6 months depending on the level of solution that the merchant wants to take on.

We can get going straight away.

Okay. Great.

Then the $500 million run rate guidance and the $360 million in guidance for the year in GAAP revenue, does that include additional M&A? Then maybe if you could touch on how you think about the mix today versus the mix, say, a year from now of services versus software.

The $360 million of EBITDA guidance for the full year 2026 does not include new acquisitions. That is what we have today, plus organic momentum.

Obviously, if we make acquisitions, we are likely to increase guidance. The mix, it's still a third, a third, a third, where really two-thirds, you could argue is organic, given that a third of it is partnership deals, a third of it is organic sales, and you could lump those two together, and then another third is M&A.

Great. Thank you.

All right. Great.

Congrats on the excellent 2025 here. I guess, Dan, in terms of the organic drivers, as you look, you acquired some good companies in '25, you've expanded organically materially in '25, but what were the biggest, say, cross-sells or product upsells that you had in '25?

Then as you look to '26, which kind of product cross-sells, upsells are kind of most visible?

Fundamentally, Mike, the upsells to the acquisitions in 2025, really, there was only one acquisition that we had for most of the year, that was GroupBy, and that contributed $18 million of ARR to Rezolve. We didn't acquire Crownpeak until December of the year, which contributed a further $70 million to the ARR.

If you take GroupBy, which we had the experience with, we were able to upsell a variety of AI-generated enhancements to their product discovery solutions, including things like our SEO studio, which allows merchants to create landing pages dynamically based upon what's trending in terms of search through Google and Bing, conversational commerce, of course, other merchandising capabilities that we have using AI, and other enhancements including a capability that we have to analyze returns and to make sure that through marketplaces like Amazon, those returns are being fully credited. There was a variety of different things that were able to upsell very quickly into those customers, but the main driver is our brain suite of conversational commerce and AI enhancements to the full end-to-end journey.

I guess as you look to the organic opportunity in '26 here, do you think most of the growth organic will be new customers coming online or expanding with the businesses you acquired?

I think that we're going to sign a lot of new customers, and I think that we're going to expand considerably with existing customers. There is a huge potential.

As I mentioned before, I think that what's going to happen is you're going to see a 100x plus plus-plus-plus of volume of transactional activity. Given that largely our contracts are based on API calls, just the nature of agentic interaction with our customers driving additional transaction, interrogation and product discovery queries is going to drive our volume of revenue up significantly, potentially 100x, right?

Because the nature of those transactions are going to go up that much. If you can't support them through the interfaces of your e-commerce platform, then you need us to deliver that.

If you're existing customers, you're going to need to pay us more to support that, otherwise you can't take the orders.

Got it. Great.

Thanks here.

Hey, thank you. Thanks, Dan and Arthur.

Congrats on 2025. On the '26 revenue outlook, I think it seems there is a greater sense of conviction in the outlook.

Please correct me if that's the right way to characterize the way you have phrased kind of contracted revenues, that's a growing base of contracted revenues as compared to what we have seen in the past hearing from you. Perhaps draw that out a little bit, how should we think about your conviction as well as kind of near-term versus medium-term upside to revenues?

Yes, thanks, Rohit. I think that's a great question.

Actually, you're absolutely right. We have a high conviction of achieving the numbers for this year.

As we said, we ended December with $19.4 million of monthly recurring revenue. You'll see that this number is actually in our 20-F, this is an audited number.

It's not just an unaudited number that we say. It shows that we are actually ending the year in December with $232.8 million of revenue already starting the year.

Then obviously, we have acquired Reword, which gives us about $90 $90 million. We already have a very rock-solid foundation for our organic growth to achieve our results of $360 million.

That's why we have high conviction of achieving that, and that's why we say we don't need any acquisitions or anything else to achieve that number, just purely executing what we already have created.

Okay. Fantastic.

Then perhaps a broader agentic commerce kind of pricing versus volume question for either of you, Dan or Arthur. As now we are seeing that kind of agentic commerce scales, there is a pretty significant step up in input-output tokens, API call volume goes up.

Early thoughts into how kind of price versus volume dynamic may evolve over the next 12 months or even beyond in the industry? There is some debate around how kind of lower prices could even drive another big exponential step up in volume, and that could be a pretty significant positive for players in the space.

Just talk through kind of pricing dynamic and volume dynamic on tokens and API calls.

Yes, thanks, Rohit, and that's exactly what we were saying earlier. The reason that we are rolling up search companies is because those search companies are providing infrastructure today to e-commerce, and that is going to go through a massive transformation.

I don't believe that the existing search companies are geared up to manage the volume of activity that's going to come from agents, but we are. Not only do we get an existing base of revenue, customers, infrastructure, people, etc., but we get the foundation to build many hundred x growth in our volume of activity, API calls, use of our tokens, etc., which will drive our revenue by many, many, many times.

Now if you think about, obviously, there's a linear relationship between searches and revenue, okay? If the search volume goes up 100x, then the revenue should go up 100x.

It's as simple as that. If you take the very simple analogy to explain this, right?

If I want to buy a pair of trainers today, sneakers, and I go to Foot Locker, and then maybe to Adidas, and then maybe to Nike, I won't probably go to many more stores than that online to make a purchase decision. If an agent is doing it on my behalf and I'm speaking to ChatGPT, or I'm speaking to Gemini, or I'm speaking to Siri, and I say, "Hey, I'm looking to buy a pair of sneakers," it's going to send agents off to 500 stores.

It's going to do the same search, and then it's going to collect the results and come back to me. That means that those 500 stores are getting that search, even though it's been carried out by an agent, 500 times more than they might otherwise do.

That's where we're going. Our view is that consolidating the legacy search companies under our Rezolve banner and enhancing their capability with our agentic infrastructure is not only going to see an uplift in terms of being able to upsell our technology, but it's also going to see a natural uplift in the rising of tide of volume because this new agentic world is going to be far, far more voluminous than what we've seen up until now.

Great. Thanks.

If I could ask a profitability question. Core gross margin at 90% and 66% overall gross margin, how does that mix evolve during 2026?

Any comments on EBITDA embedded in the outlook?

I think in terms of our margin will definitely improve. Again, as you look at year over year, we have actually improved significantly in terms of all our financial metrics.

Our gross margin improved by 81%, our earnings per share, we improved by 67%, and obviously our revenue, I don't even need to talk about since we already talked about that. I think we do see our gross margin will improve from 66% upwards because we're going to be deploying more and more of our core agentic commerce platform, which is at 90%-plus.

I would see in the next half year and so forth will improve that, and you'll see some results from that. In terms of the adjusted EBITDA, our adjusted EBITDA right now is about $58 million for 2025.

Again, we see that as improving significantly since through 2025, we have to sort of get rid of a lot of the overhang from the de-SPAC and other things, as well as some of the M&A acquisition costs that's associated with it. As we already said, we don't need to deliver any significant M&A except to our strategy, but to deliver the $360 million, we just have to execute what we have today.

That will definitely improve our adjusted EBITDA as well.

Okay. Great.

Thank you both. Congrats again.

Before we do that, I'd just like to tell everybody on the call, please take a moment to go to rezolve.com/annualreport2025 to download the new annual report I mentioned earlier. The URL is rezolve.com/annualreport2025.

Great. Thank you, Dan.

In closing, I want to thank everyone for joining our call today. As always, please feel free to reach out to us with any questions.

We look forward to speaking with you all again in the near future. Thank you.