NYSE: SKIL

The Skillsoft platform combines primarily proprietary training content developed by Skillsoft across leadership and business, technology, and compliance subject areas. This content is supplemented by licensed content and customer-created content. Our platform also includes skills measurement tools, analytics, and administrative controls that enable organizations to deliver, manage, and measure workforce development programs at scale.

AI capabilities are built into the architecture of the Skillsoft platform and operate on its centralized skills data foundation. Interactions across the platform generate skills signals that improve recommendations, benchmarking, personalization, and workflow automation over time.

We believe that Skillsoft’s unique capabilities, described below, set us apart as a trusted partner for workforce transformation and preparedness:

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End-to-End Skills Management: A unified platform that combines content, skills mapping, benchmarking, analytics, and administrative controls to support workforce skill visibility, development, validation, and deployment.

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Blended Learning Experiences Across Modalities: Digital courses, interactive AI simulations, coaching, instructor-led training, bootcamps, practice labs, and assessments delivered within a centralized learner and administrative experience designed to support applied skill development.

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In-Platform Content Creation: Enterprise tools designed to enable customers to create, customize, update, and publish learning experiences, including courses, simulations, and skill benchmarks, while maintaining intellectual property (“IP”) protection and governance over their proprietary content.

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Embedded AI Functionality: AI capabilities integrated into personalization, simulation, benchmarking, content creation, and learner assistance within enterprise learning frameworks.

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Enterprise-Scale Infrastructure: Security, compliance capabilities, and system integrations designed to support large, distributed organizations operating across regions and regulatory environments.

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Measurement and Insights: Benchmarking and analytics that help to provide visibility into workforce capability, identified skills gaps, and development progress in relation to organizational priorities.

OUR BUSINESS MODEL

Skillsoft has two operating and reportable segments: (i) Talent Development Solutions (“TDS”), which is comprised of both our Skills Management Platform and Learner Platform, and (ii) Global Knowledge (“GK”), or our instructor-led training (“ILT”) platform. These two businesses are complementary.

Talent Development Solutions (TDS)

Our TDS segment is delivered through two platform offerings: (i) our enterprise-focused Skills Management Platform, which provides organizations with subscription-based access to learning and workforce capability development tools, and (ii) our Learner Platform, which provides interactive, practice-based technology skill development experiences for individual learners.

Our Skills Management Platform, which serves over 3,000 customers and 42 million employees worldwide, is delivered primarily through subscription-based agreements that provide enterprise customers with access to our multi-modal learning offerings and related platform capabilities. Customers subscribe to curated learning content across leadership and business, technology, and compliance subject areas, delivered through multiple modalities including digital courses, coaching, bootcamps, practice labs, simulations, and assessments. Subscription arrangements may include varying combinations of content libraries and delivery modalities, reflecting enterprise scope and user needs. Customers may also purchase expanded access to additional platform capabilities, including content creation and skills benchmarking tools. Contracts are typically multi-year and priced based on enterprise scope, number of users, and product configuration.

Our Learner Platform serves approximately 59 million registered learners globally and provides interactive, practice-based experiences focused primarily on technology skill development. The platform supports direct-to-consumer selling and delivery motions, offering hands-on learning environments that emphasize applied skill development. The technology underlying this platform has also been deployed as an extension of our Skills Management Platform to support enterprise customers.

Global Knowledge

Our Global Knowledge (“GK”) segment provides instructor-led training delivered both in-person and virtually. GK is the live learning partner of choice for 75% of the Fortune 100 corporations and offers vendor-authored and certified courses delivered by certified instructors. The portfolio in this segment focuses on technology and professional certification training, including access to authorized content and interactive labs from leading technology vendors, with Leadership and Management content also available. GK maintains longstanding partnerships with major technology companies and certification authorities, which support the delivery of accredited and certification-aligned programs. The foregoing notwithstanding, the GK business is subject to strategic reviews currently underway. Although we continue to believe that the totality of our offerings differentiates us in the market, delivering ILT through partnership with third parties as opposed to owning the ILT assets may be a better approach for our integrated business model. If the strategic review results in a transaction or revised expectations regarding future cash flows, or if market conditions deteriorate further, such developments could result in an interim impairment assessment of the GK reporting unit. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Combined, our TDS and GK offerings provide enterprise customers and learners with subscription-based access to learning, skills development, and instructor-led training solutions delivered through a unified platform environment.

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MARKET OPPORTUNITY

We believe that the market opportunity for our business is shifting from traditional training models to skills-based workforce management. As AI reshapes job roles and business processes, organizations must reassess workforce capabilities and develop new skills. This shift is increasing demand for platforms that provide skills visibility and measurable workforce development. Skillsoft is positioned to address an estimated $450 billion market opportunity across enterprise learning, workforce development, and related skills management solutions.

Workforce transformation depends on the ability to manage skills at scale. AI adoption is accelerating changes in required competencies across industries, which we believe increases the need for ongoing skills assessment, development, and measurement within enterprise environments.

Several structural trends support this perceived opportunity:

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Technology-driven job transformation: Approximately 1.1 billion jobs are expected to be transformed by technology over the next decade (World Economic Forum, 2023).

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Skills gaps limiting business performance: 60% of organizations identify skills gaps as a primary factor constraining business transformation (World Economic Forum, 2023).

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Digital and AI adoption accelerating change: 60% of employers expect expanding digital access to redefine their businesses by 2030 (World Economic Forum, 2025).

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Upskilling and reskilling as a strategic priority: 85% of employers plan to prioritize workforce upskilling, with AI, big data, cybersecurity, and technological literacy among the fastest-growing skills (World Economic Forum, 2025)

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Workforce readiness gap is growing: Approximately 90% of human resources professionals reported that their workforce is not fully prepared to meet future skill requirements (Skillsoft 2025 Skills Intelligence Survey).

THE SKILLSOFT PERCIPIO® PLATFORM

Many organizations currently rely on a collection of point solutions for learning and talent development that address isolated components of skills management, which has resulted in fragmented data architectures, limited interoperability, and technology environments that are not optimized to support advanced AI capabilities.

The Skillsoft Percipio Platform ("Percipio") is an AI-native enterprise skills management platform that is designed to enable organizations to manage workforce capabilities within one unified system. The platform integrates learning content, skills data, proficiency measurement, and administrative controls across roles, learners, and enterprise systems.

We believe consolidating these capabilities within a unified platform reduces complexity, improves data integrity and visibility, lowers total cost of ownership, and creates a scalable foundation for skills intelligence, workforce planning, and AI-driven decision support.

Customers can use the platform to administer workforce planning and development initiatives, support professional development, deliver training for leadership, business, technology and compliance needs, and align workforce capabilities with evolving business priorities.

Platform Architecture

Percipio is built on a centralized skills-based data architecture that connects roles, defined skills, learning activity, proficiency levels, and workforce insights within a unified data model.

AI capabilities operate within this architecture through two layers. The foundational layer applies machine learning models and large language models to support skills inference, content classification, contextual search, recommendation engines, and analytics workflows. These services operate across platform components within enterprise-governed controls, including role-based access management, customer data isolation, and auditability.

A second layer delivers AI-enabled product functionality through platform features including CAISY®, AI Assistant, and LX Design Studio™. CAISY provides simulated role-play learning experiences designed to support development of communication and interpersonal skills. LX Design Studio enables organizations to generate customized learning content aligned to defined roles and skills within the platform.

These capabilities operate within the platform’s unified data architecture, supporting alignment between skills definitions, learning content, proficiency signals, and workforce reporting.

Content Ecosystem

Percipio includes a portfolio of more than 431,000 learning assets across leadership and business, technology, and compliance subject areas and supports 52 localized language variants.

Content is delivered through multiple modalities, including digital courses, microlearning modules, simulations, live instruction, labs, bootcamps, coaching, certification preparation, assessments, and skill benchmarks. AI-enabled tagging and classification support alignment between content assets and defined skills within the platform’s data model.

Technology & Developer Skills Suites: Content covering cloud platforms, cybersecurity, software development, DevOps, data science, AI, and related technical domains. Offerings include online training, hands-on labs, practice environments, bootcamps, certification preparation pathways, and benchmark assessments designed to validate technical proficiency.

Leadership & Business Skills Suites: Content focused on leadership development, management effectiveness, communication, productivity, project management, and business strategy. Modalities include video instruction, simulations, interactive exercises, coaching-based experiences, and structured learning journeys aligned to role-based competencies.

Coaching solutions include one-to-one coaching, group coaching, and coaching-enabled learning experiences delivered through communications platform as a service (“CPaaS”) capabilities. The platform also includes a Frontline Worker Solution designed to deliver mobile-first learning experiences aligned to frontline roles, with content and delivery formats intended to support access within operational work environments.

Compliance & Risk Skills Suites: The compliance catalog includes assets across regulatory and risk areas, including workplace conduct, ethics, data privacy, environmental health and safety (“EHS”), and industry-specific requirements. Administrative controls support recurring assignment management, certification tracking, localization, and audit-ready reporting within a centralized framework.

Content governance processes support lifecycle management, localization, version control, and certification alignment at enterprise scale.

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AI Content Creation

Percipio enables organizations to create and deploy learning experiences within the same skills-based architecture that governs licensed content.

LX Design Studio™: LX Design Studio supports the design and publication of courses, simulations, and assessments. The tool enables ingestion of proprietary knowledge assets and instructional workflows. AI-supported services assist with content assembly, scenario generation, assessment development, and multi-language publishing.

CAISY ®: CAISY provides AI-driven simulation environments for applied skill practice. Capabilities include conversational role-play, presentation simulations, and voice-enabled interaction. These experiences generate feedback aligned to defined skill frameworks within the platform.

These capabilities enable organizations to create contextualized learning aligned to internal processes, compliance requirements, and workforce development objectives.

Learning Management and Experience

Percipio includes integrated learning management and learner experience capabilities designed to support enterprise-scale deployment.

Administrative functionality supports assignment management, certification recurrences, compliance tracking, automated notifications, and centralized reporting across geographies and regulatory environments. Historical training records may be maintained within the platform, and extended enterprise audiences can be supported.

Learner-facing capabilities include AI-supported recommendations aligned to defined roles and observed proficiency signals. Embedded integrations enable learning experiences within enterprise productivity environments. Mobile access and localization support global workforce engagement.

The platform can function as a standalone learning management system or integrate with existing enterprise infrastructure while maintaining centralized skills visibility.

Skills Intelligence

Percipio includes skills intelligence capabilities that operate within its centralized skills-based data model. This model connects defined roles, required skills, learning activity, and assessment outcomes within a unified structure.

Organizations can define and manage role catalogs, skill taxonomies, and job architectures within the platform. Skills data is updated through learning engagement, assessments, certifications, and applied practice experiences.

Key capabilities include:

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Role Advisor: Aligns job roles with defined skills and recommended learning pathways using AI-supported skills mapping.

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Interactive Skill Benchmarks: Measures applied proficiency against defined standards and incorporates AI-assisted scoring and structured feedback.

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Role-Based Development Journeys: Generates structured learning pathways aligned to defined role requirements and observed proficiency levels.

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Workforce Dashboards: Provides reporting on skill distribution, proficiency levels, and learning progression.

These capabilities support role-to-skill mapping, skills gap identification, and proficiency tracking within a single administrative framework

Enterprise Architecture and Integrations

Percipio’s centralized architecture is designed to enable interoperability across enterprise systems while maintaining governance and data integrity.

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Learning Platform Integrations: Organizations can integrate the platform with their Learning Management System (“LMS”) or Learning Experience Platform (“LXP”) to deploy, enable discovery of, and track Skillsoft learning experiences.

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Identity and Access Management: The platform supports Security Assertion Markup Language (“SAML”) for Single Sign-On (“SSO”), enabling learners to access Skillsoft using enterprise credentials and supporting integration with existing identity management systems.

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Learning Record Store (“LRS”) Integration: Organizations can transmit and analyze learning activity data within their Learning Record Store (“LRS”), regardless of where learners access Skillsoft experiences.

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Human Capital Management (“HCM”) and Human Resources Information System (“HRIS”) Integrations: The platform integrates with HCM and HRIS systems to synchronize employee and role data, supporting automated learning assignments and alignment with workforce records.

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Enterprise Workflow and Productivity Integrations: The platform supports integration with enterprise productivity and customer relationship management applications to enable learning experiences within operational environments.

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Cloud Marketplace Availability: The platform is available through enterprise cloud marketplaces, including AWS Marketplace.

Our Learner Platform

Our learner platform, TDS Learner, delivers a hands-on and comprehensive skilling solution. TDS Learner allows individuals and teams to learn, practice, and apply new skills across the following areas: AI, Machine Learning, Cloud, Cybersecurity, DevOps, Programming, leadership, business, and more, in a unified interactive learning environment.

With deep integration of generative AI (“GenAI”) into TDS Learner, Skillsoft provides an interactive and immersive learning experience to help build critical skills. TDS Learner’s new AI-powered capabilities elevate its interactive-first approach to skilling and help learners practice and apply skills in simulated work environments, and address complex programming problems with greater confidence and efficiency. The enhancements include:

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AI Code Generator: By accessing large language models directly within TDS Learner, learners can gain hands-on experience using AI-generated coding tools as part of the programming workflow and build critical AI-related skills.

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Code explanations and project hints: AI-powered coding assistance and an intelligent hint system provide learners with customized and contextualized information based on the state of their code to help accelerate projects and improve debugging skills.

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Virtual coding assistant: Real-time feedback and custom guidance bring increased interactivity and personalization to learning journeys.

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OUR COMPETITION

The markets for digital learning, enterprise learning platforms, and skills and workforce intelligence solutions are competitive and continue to evolve as organizations adopt skills-based workforce strategies and AI-enabled operating models. As these markets converge, the number and range of competitors have increased. Vendors that historically operated in distinct categories are expanding through acquisitions, internal product development, and platform extensions, resulting in greater overlap across content, platform infrastructure, skills data, and AI capabilities.

Our direct and indirect competitors include, among others:

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Digital learning content providers focused on large-scale content libraries and learner access models;

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Enterprise learning management and experience platforms, including those embedded within broader human capital management ecosystems;

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Skills and workforce intelligence vendors that provide skills data, analytics, and talent mobility solutions;

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Large enterprise software providers that offer adjacent workforce or AI-enabled capabilities; and

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Within our ILT offering, companies that provide instructor-led training focused on vendor certified IT training and other professional certifications.

We believe the primary competitive factors within our market include breadth and quality of content and learning modalities, depth of skills intelligence and measurement capabilities, AI-enabled platform capabilities, platform integration and interoperability, scalability, data security, ability to release innovative solution updates, credibility of provider, industry experience, customer support, and price. Some competitors have significantly greater financial, technical, or marketing resources than we do. Price competition remains intense, and continued market consolidation and advances in AI may increase competitive pressures and affect our ability to maintain or increase market share or profitability.

SALES AND MARKETING

We sell our solutions primarily through a global direct sales organization focused on enterprise and public sector accounts. Our sales teams engage with learning, human resources, technology, and business leaders responsible for workforce development, compliance, and skills strategy. We continue to evolve our go-to-market approach from product- and content-based selling toward platform- and solution-based engagements aligned with defined workforce outcomes.

Our offerings are sold through subscription agreements that provide access to digital learning content and associated platform capabilities. Customers may expand subscriptions over time to include additional content libraries, modalities, or platform functionality. We focus on customer retention and expansion through lifecycle engagement and account development programs.

We also utilize indirect channels to extend market reach. These include managed service providers, strategic resellers, distribution partners, and technology alliances. We are investing in the expansion of our partner ecosystem to support co-selling, joint go-to-market initiatives, and increased coverage in targeted markets and industries.

Marketing activities include digital demand generation programs, account-based engagement, customer and industry events, webinars, user conferences, and thought leadership initiatives. These programs are designed to support pipeline development, strengthen brand positioning in skills management, and enable field teams with consistent messaging and sales tools.

SEASONALITY

Our business is subject to significant seasonality in bookings and billings, with the fourth fiscal quarter typically representing more than 40% of annual volume. Our TDS segment experiences more seasonality than our GK segment, with the fourth fiscal quarter typically representing nearly 50% of annual volume. We generally recognize revenue from subscription fees on a straight-line basis over the term of the contract; thus, while our billings are seasonal, revenue recognition is not subject to significant seasonality. However, accounts receivable and deferred revenue balances, as well as cash flows, are affected significantly by our seasonality.

INTELLECTUAL PROPERTY

Our success is contingent upon the protection of our rights in intellectual property. We rely upon a combination of copyright and trademark laws as well as license agreements, intellectual property assignment agreements, confidentiality procedures, and employee invention assignment agreements to protect our proprietary rights. In certain cases, we have also entered into, and will continue to enter into, confidentiality agreements with our employees, consultants and third parties to protect the distribution of confidential information. We believe our intellectual property rights are a crucial component of our business.

As of January 31, 2026, we did not have any material patents. However, we do from time to time apply for patents on specific intellectual property related to our products. During fiscal 2026, we filed 10 patent applications related to new products in our portfolio, although there is no guarantee that any or all will mature into enforceable patents.

HUMAN CAPITAL RESOURCES

Skillsoft’s human capital strategy is grounded in a skills-first approach to workforce development and organizational alignment. We seek to attract, develop, and retain employees with expertise across learning content, technology, AI, enterprise software, sales, customer success, and corporate functions. We emphasize internal mobility, continuous skills development, and leadership accountability to align workforce capabilities with business priorities.

We provide employees with access to professional development resources, including learning opportunities available through the Skillsoft Percipio Platform. Our human capital programs support performance management, succession planning, and operational continuity across global teams.

As of January 31, 2026, we had 2,199 full-time employees, 36 part-time employees, 8 part-time project-based employees, and 4 full-time project-based employees, for a total of 2,247 employees. None of our employees are members of unions.

GOVERNMENT REGULATION

As a global company, our operations are subject to a variety of governmental and regulatory requirements. Significant costs and liabilities may arise from these requirements or from new, modified or more stringent requirements. Although we strive to implement quality management systems and internal controls to mitigate our risk of non-compliance, any failure to comply with governmental and regulatory requirements could have a material adverse effect on our business, results of operations, financial condition and/or competitive position. Information regarding material effects of government regulations on our business is provided in Section 1A, Risk Factors.

AVAILABLE INFORMATION

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, as well as proxy statements and other information with the SEC. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are made available free of charge through our website at investor.skillsoft.com, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC. The contents of our website are not, however, a part of this Form 10-K or intended to be incorporated by reference in any other report or document we file with the SEC. The SEC maintains an Internet site, http://www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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