Mr. Dax Dasilva reports

LIGHTSPEED COMMERCE DIVESTS UPSERVE U.S. HOSPITALITY PRODUCT LINE TO SKYVIEW EQUITY

Lightspeed Commerce Inc. will sell its non-core Upserve U.S. hospitality product line to Skyview Equity for total cash consideration of up to $81-million (U.S.), $37-million (U.S.) of which is subject to an earnout.

The divestiture is consistent with Lightspeed's strategy to streamline its portfolio and concentrate on its two core growth engines of retail in North America and hospitality in Europe.

The divested operations contributed approximately $140-million in total revenue, approximately $26-million in total gross profit and approximately $5-billion in total GTV for fiscal 2026. The transaction encompasses approximately 3,200 U.S. hospitality customer locations and approximately 70 employees, who are expected to join Skyview in connection with the sale.

"This transaction is another step towards focusing Lightspeed on the markets where we have the strongest right to win," said Dax Dasilva, founder and chief executive officer of Lightspeed. "The sophisticated analytics technology acquired with Upserve formed the foundation of Lightspeed Insights, which will remain with Lightspeed as a core component of the company's flagship restaurant solution."

Bob Bellack, interim CEO of Upserve and managing director of Skyview Equity, commented: "Skyview brings deep experience in software and payments and a real commitment to leveraging the latest AI capabilities to help restaurants operate better and perform stronger. Upserve has earned a remarkable reputation with independent restaurants, and this is the moment to build boldly on that foundation."

Lightspeed expects to deliver fiscal fourth quarter and full-year fiscal 2026 revenue and gross profit that are ahead of the previously established outlook and adjusted earnings before interest, taxes, depreciation and amortization in line with the previously established outlook. In addition, for fiscal 2027, the company expects to deliver adjusted EBITDA of between $75-million and $95-million. Lightspeed is scheduled to report its fiscal fourth quarter and full year financial results on May 21, 2026. The divestiture is also expected to impact the company's three-year financial outlook presented at its capital markets day in March, 2025, by approximately 5 per cent on the absolute value of each of gross profit, adjusted EBITDA and free cash flow for fiscal 2028. Lightspeed expects the compound annual growth rate forecasts presented at capital markets day to remain unchanged. Most importantly, as a non-core asset within the company's efficiency markets, the divestiture of Upserve is consistent with Lightspeed's strategy and is expected to meaningfully improve the company's revenue growth and gross profit growth trajectory. After removing the divested operations, approximately 75 per cent of the company's fiscal 2026 revenue was generated from the growth engines. The company will provide additional details on the impact of the divestiture on its capital markets day outlook as part of its full-year fiscal 2026 financial results on May 21, 2026.

This transaction further enhances Lightspeed's flexibility to pursue its capital allocation priorities, including share repurchases, expansion of its merchant cash advance program, and investments in product and go to market. The company has approximately $200-million remaining under its board authorization to return up to $400-million to shareholders through share repurchases.

Transaction details

Lightspeed engaged Stifel Nicolaus Canada Inc. to oversee a robust process and capture significant market value for Upserve, reflected in the $44-million in fixed cash consideration plus the earnout of up to $37-million. The $37-million earnout is structured over 24 months and tied to performance targets. Lightspeed will provide additional colour in the coming quarters on the earnout structure and its probability-weighted view of the earnout.

For the $44-million in fixed cash consideration, $20-million was paid at closing, with the vast majority of the balance payable within 90 days. The payment of the fixed cash consideration is not subject to any conditions.

Conference call and webcast information

Lightspeed will host a conference call and webcast to discuss the company's transaction and related financial perspectives at 8 a.m. ET on Wednesday, April 29, 2026. After registering, instructions will be shared on how to join the call including dial-in information, as well as a unique passcode and registrant ID. At the time of the call, registered participants will dial in using the numbers from the confirmation e-mail and, upon entering their unique passcode and ID, will be entered directly into the conference. Alternatively, the webcast will be available live in the events section of the company's investor relations website.

About Lightspeed Commerce Inc.

Lightspeed is the point-of-sale and payment platform powering businesses at the heart of communities in over 100 countries. As the partner of choice for ambitious retail, golf and hospitality entrepreneurs, Lightspeed helps businesses accelerate growth, deliver exceptional customer experiences, and run smarter across all channels and locations.

With fast, flexible omnichannel technology, Lightspeed brings together point-of-sale, e-commerce, embedded payments, inventory, reporting, staff and supplier management, financial services, and an exclusive wholesale retail network. Backed by insights and expert support, Lightspeed helps businesses run more efficiently and focus on what they do best.

Founded in Montreal, Canada, in 2005, Lightspeed is dual listed on the New York Stock Exchange and the Toronto Stock Exchange with teams across North America, Europe and Asia Pacific.

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