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0001625641FALSE00016256412025-08-042025-08-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (date of earliest event reported): August 4, 2025
 
CS Disco, Inc.

(Exact name of Registrant, as specified in its charter)
Delaware 001-40624 46-4254444
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

111 Congress Avenue
Suite 900
Austin, Texas 78701
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (833) 653-4726

Former name or address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.005   LAW   New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ On August 6, 2025, CS Disco, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 2.02          Results of Operations and Financial Condition
The information contained in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 6, 2025, the Company announced that Michael Lafair will step down from his role as the Company’s Executive Vice President, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, effective as of the earlier of the appointment of his successor or the close of business on December 31, 2025 (such date, the “Transition Date”). Mr. Lafair’s decision was not the result of any disagreement between Mr. Lafair and the Company, its management or its board of directors on any matter relating to the Company’s operations, policies or practices. The Company has retained an external search firm to identify candidates for the Chief Financial Officer role.
In connection with Mr. Lafair’s transition, the Company has entered into a Transition Agreement (the “Transition Agreement”) with Mr. Lafair dated as of August 4, 2025. Pursuant to the Transition Agreement, Mr. Lafair will continue to serve as the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer through the Transition Date, and will cooperate with the Company in effecting the transition of his duties and responsibilities to his successor. To the extent Mr. Lafair remains an employee of the Company through December 31, 2025 or is terminated without cause prior to such date, Mr. Lafair will continue to receive his current base salary and benefits through December 31, 2025 and he will be entitled to receive his annual bonus for all of 2025 in accordance with the Company’s regular bonus determination and awards procedures. In addition, to the extent Mr. Lafair remains an employee of the Company through December 31, 2025 or is terminated without cause prior to such date, and subject to his execution and effectiveness of a customary release of claims, he has agreed to provide the Company with advisory services from the Transition Date through February 17, 2026 (the “Advisory Period), and will be eligible to vest in his existing equity awards in connection with his continuous service to the Company during the Advisory Period.
The foregoing description of the Transition Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Transition Agreement, a copy of which the Company has filed with this Current Report on Form 8-K and which is incorporated herein by reference.
Item 9.01          Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit No.
10.1+
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
___________
+    Indicates management contract or compensatory plan.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  CS Disco, Inc.
     
Date: August 6, 2025 By: /s/ Michael S. Lafair
  Name: Michael S. Lafair
  Title: Executive Vice President, Chief Financial Officer


EX-10.1 2 lafairtransitionagreement.htm EX-10.1 Document

Exhibit 10.1
Dear Michael:
This letter confirms that you have elected to resign from employment with CS Disco, Inc. (the “Company”) and have agreed to provide certain transition services to the Company through December 31, 2025, and thereafter to provide advisory services to the Company as set forth in this transition agreement (the “Agreement”) with the Company.
1.Separation. Your employment with the Company will continue through and end on December 31, 2025, unless your employment terminates sooner pursuant to Paragraph 2.c below. Your last day of employment, whenever it occurs, will be the “Separation Date” for purposes of this Agreement. The terms of your employment going forward will be governed entirely by the terms of this Agreement, which shall supersede and replace in entirety the terms of your Amended and Restated Employment Agreement that became effective upon the effectiveness of the registration statement for the Company’s initial public offering of common stock (the “Employment Agreement”), other than the defined terms or sections of the Employment Agreement that are expressly incorporated by reference herein.
2.Employment Terms.
a. Duties. Between now and the Separation Date (the “Employment Period”), you will remain in your role as our Executive Vice President, Chief Financial Officer until a replacement Chief Financial Officer and Principal Accounting Officer is appointed by the Company’s Board of Directors (the “Board”). In the event that the Board appoints your replacement during the Employment Period, your role will become that of an employee advisor to the Company’s executive team. During the Employment Period you will continue to have regular access to the Company’s corporate networks, systems and facilities but your focus will be on transitioning your responsibilities and performing other regular duties as reasonably requested by the Chief Executive Officer, Eric Friedrichsen. Such duties shall include (i) transitional advice and support to the Chief Executive Officer or replacement Chief Financial Officer, and (ii) other general financial support to transition your responsibilities as Chief Financial Officer. You will perform your Employment Period services in good faith and to the best of your abilities. You must continue to comply with all of the Company’s policies and procedures and with all of your statutory and contractual obligations to the Company including, without limitation, your obligations under your Employee Confidential Information and Inventions Assignment Agreement attached as Exhibit A. Without limiting the generality of the foregoing and notwithstanding anything to the contrary in the Employment Agreement, the terms and conditions of employment set forth herein (including the Company’s determination to appoint a replacement Chief Financial Officer and Principal Accounting Officer) shall not constitute Good Reason (as defined in the Employment Agreement) for purposes of the Employment Agreement.

b. Compensation/Benefits. During the Employment Period, (i) your base salary will remain at $410,000 per year, (ii) you will continue to be eligible for the Company’s standard employee benefit plans and programs, on the terms and subject to the conditions applicable to such plans and programs, (iii) your outstanding equity awards (“Equity”) will continue to vest on the terms and subject to the conditions set forth in the governing plan documents and applicable grant notice and award agreement, and (iv) notwithstanding that you will not be employed by the Company on the payment date of such annual bonus, you will be entitled to earn your annual bonus for 2025 in accordance with the Company’s regular bonus determination and award procedures for the other senior level executives of the Company.
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c. Termination. Nothing in this Agreement alters your employment at-will status. Accordingly, during the Employment Period you are entitled to voluntarily terminate your employment for any reason and the Company may terminate your employment with or without Cause (as defined in the Employment Agreement). If you voluntarily terminate your employment during the Employment Period for any reason, or if the Company terminates your employment with Cause, you will be paid only the amounts set forth in Section 3. If the Company terminates your employment without Cause prior to December 31, 2025, you will be paid continuing compensation and benefits throughout the remainder of calendar year 2025 as though you remained employed through December 31, 2025, as specified in Section 2(b) above.

3.Accrued Salary and Paid Time Off. On or before the first regularly scheduled payroll date following Separation Date, the Company will pay you all accrued salary earned through the last day of your employment, subject to standard payroll deductions and withholdings. Because the Company has a nonaccrual PTO/vacation policy, you will not be paid for any accrued PTO/vacation in connection with your separation.
4.Advisory Period. If you (i) remain an employee through December 31, 2025 or are terminated by the Company without Cause prior to such date, (ii) comply fully with all of your legal and contractual obligations to the Company, (iii) execute and return to the Company the release of claims attached hereto as Exhibit B (the “Separation Date Release”) on the Separation Date and (iv) allow the Separation Date Release to become effective, then the Company will provide you with the opportunity to provide certain advisory services to the Company starting on the Separation Date through February 17, 2026 (such period, the “Advisory Period”). The terms of the advisory services are set forth in more detail in Exhibit C.
5.Equity. You shall continue to be eligible to vest in all your outstanding unvested Equity as set forth on Exhibit D (the “Unvested Equity”) through the end of the Advisory Period; if your employment or advisory service is terminated by the Company without Cause prior to the end of the Advisory Period, your Unvested Equity will remain outstanding and eligible to vest through the Advisory Period. Vesting of your Unvested Equity will otherwise remain subject to the terms of the award agreements and applicable plan documents.
In addition, you will vest as to 1/4th of the “Total Vestable Shares” (the “Initial Tranche”) determined by the Compensation Committee of the Board in accordance with the grant notice and award agreement applicable to the performance-vesting restricted stock unit award (the “2025 PSU”) granted to you in February 2025, with such vesting date to occur on the date set forth in such grant notice and award agreement regardless of whether you continue to provide employment or advisory services to the Company as of such date; the 2025 PSU will remain outstanding to give effect to the vesting of the Initial Tranche as necessary. You agree that you will not be entitled to any further vesting of the 2025 PSU following the vesting of the Initial Tranche.

You acknowledge and agree that any tax withholding obligations that arise in connection with the vesting of the Unvested Equity pursuant to the terms of this Agreement (including the PSU) will be satisfied through the Company’s automatic “sell-to-cover” program.

6.Change in Control Severance Benefits. If a Change in Control (as defined in the Employment Agreement) occurs during the Employment Period or in the three months following December 31, 2025, subject to your compliance with the Employment Agreement conditions and in lieu of (and not in addition to) the benefits set forth herein, you will receive the severance set forth in Section 6.3 of the Employment Agreement on the basis of a termination without Cause.
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7.No Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement and its exhibits, you have not earned, and will not receive from the Company, any additional compensation, severance, or benefits on or after the Separation Date, with the exception of any vested right you may have under the express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account).
8.Release of Claims. In exchange for the consideration provided by this Agreement, you hereby generally and completely release Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released Parties”) from any and all claims, liabilities and obligations, both known and unknown, arising from or in any way related to events, acts, conduct, or omissions occurring prior to or at the time that you sign this Agreement, including but not limited to claims arising from or in any way related to your employment with Company or the termination of that employment (collectively, the “Released Claims”). By way of example, the Released claims include, but are not limited to: (1) all claims related to your compensation or benefits from Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in Company; (2) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (3) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (4) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and Texas state law.
Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) claims arising after the date on which you sign this Agreement; (2) rights you may have as a Company shareholder; (3) claims for or rights to indemnification pursuant to your Employment Agreement, the Company’s articles of incorporation and bylaws, any fully executed indemnification agreement with Company, insurance policy(ies) or applicable law; and (4) claims which cannot be waived as a matter of law.

You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, and that the consideration given for this Agreement is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised, as required by the ADEA, that: (a) your waiver and release does not apply to any rights or claims that may arise after the date you sign this Agreement; (b) you have been advised that you have the right to consult with an attorney prior to executing this Agreement (although you may choose voluntarily not to do so); (c) you have been given twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign it earlier); (d) you have seven days following my execution of this Release to revoke your acceptance of it (with such revocation to be delivered in writing to Karen Herckis (herckis@csdisco.com) within the seven day revocation period); and (e) this Agreement will not be effective until the date upon which the revocation period has expired without revocation, which will be the eighth day after you sign it (“Effective Date”).

9.Expense Reimbursements. Within 30 days after the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the last day of your employment, if any, for which you seek reimbursement. The Company will reimburse you for reasonable business expenses pursuant to its regular business practice.
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10.Return of Company Property. By the Separation Date, you will return to the Company all Company documents (and all copies thereof) and other Company property that you have in your possession or control, including, but not limited to, Company files, notes, drawings, records, plans, forecasts, reports, studies, analyses, proposals, agreements, financial information, research and development information, sales and marketing information, customer lists, prospect information, pipeline reports, sales reports, operational and personnel information, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited to, computers, printers, mobile telephones, servers), credit cards, entry cards, identification badges and keys; and any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof in whole or in part). You will make a diligent search to locate any such documents, property and information by the Separation Date. If you have used any personally owned computer, server, or e-mail system to receive, store, review, prepare or transmit any Company confidential or proprietary data, materials or information, within five business days after the Separation Date, you shall provide the Company with a computer-useable copy of such information and then permanently delete and expunge such Company confidential or proprietary information from those systems; and you will provide the Company access to your system as requested to verify that the necessary copying and/or deletion is done. Your timely compliance with this paragraph is a condition precedent to your ability to perform the advisory services.
11.Non-disparagement. You will not disparage the Company, and the Company’s officers, directors, employees, stockholders and agents in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that you may respond accurately and fully to any question, inquiry or request for information if required by legal process or in connection with a government investigation. The Company agrees to instruct is officers and directors not to disparage you in any manner likely to be harmful to you or your personal reputation. In addition, nothing in this provision or this Agreement is intended to prohibit or restrain you in any manner from making disclosures that are protected under the whistleblower provisions of federal law or regulation or under other applicable law or regulation, nor prevent you from disclosing information about unlawful acts in the workplace, including, but not limited to, sexual harassment.
12.No Admissions. The promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability or obligation by either party to the other party, and neither party makes any such admission.
13.Cooperation and Assistance. You will voluntarily cooperate with the Company, if you have knowledge of facts relevant to any threatened or pending claim, investigation, audit or litigation against or by the Company, by making yourself reasonably available without further compensation for interviews with the Company or its legal counsel, preparing for and providing truthful and accurate deposition and trial testimony; provided that, following the termination of your employment, the Company shall minimize the disruption to your other activities and any such cooperation will occur at such times and places as mutually agreed by you and the Company. The Company shall pay or reimburse you for all pre-approved reasonable out-of-pocket costs, including, without limitation, travel and lodging expenses incurred by you in connection with this Section.
14.Protected Rights. Nothing in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). You further understand that this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand that, to the maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement.
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15.Section 409A. All payments and benefits provided under this Agreement are intended to satisfy the requirements for an exemption from application of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) to the maximum extent that an exemption is available and any ambiguities herein shall be interpreted accordingly; provided, however, that to the extent such an exemption is not available, such payments and benefits are intended to comply with the requirements of Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. To the extent any payment or benefit under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment or benefit shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. For purposes of Section 409A, any installment payments provided under this Agreement shall each be treated as a separate payment.
To the extent any expense reimbursement or the provision of any in-kind benefit under the this Agreement is determined to be subject to (and not exempt from) Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in kind benefits to be provided in any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

To the extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h), without regard to any alternative definition thereunder (a “Separation from Service”) and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean a Separation from Service.

Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your Separation from Service, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred.

The Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by you on account of non-compliance with Section 409A.

16.Miscellaneous. This Agreement, together with its exhibits, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to the
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subject matter hereof. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other agreements, promises, warranties or representations concerning its subject matter. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any dispute relating to this Agreement, the Employee Confidential Information and Inventions Assignment Agreement, your services during the Employment Period and Advisory Period, or the termination of either shall be subject to the arbitration provisions of Section 10.7 of the Employment Agreement. Any waiver of a breach of this Agreement, or rights hereunder, shall be in writing and shall not be deemed to be a waiver of any successive breach or rights hereunder. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of Texas. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this Agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This Agreement may be executed in counterparts, which shall be deemed to be part of one original, and facsimile and electronic signatures shall be equivalent to original signatures.

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If this Agreement is acceptable to you, please sign and date below and send me the fully signed Agreement.
Sincerely,
CS Disco, Inc.
By: /s/ Eric Friedrichsen
Eric Friedrichsen
Chief Executive Officer


I have read, understand and agree fully to the foregoing Agreement:
/s/ Michael S. Lafair
Michael S. Lafair
August 4, 2025
Date
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Exhibit A
EMPLOYEE CONFIDENTIAL INFORMATION
AND INVENTIONS ASSIGNMENT AGREEMENT
A-1


Exhibit B
RELEASE

B-1


Exhibit C

ADVISORY SERVICES



C-1




Exhibit D

Unvested Equity



D-1
EX-99.1 3 q2fy2025earningsrelease.htm EX-99.1 Document

DISCO Announces Second Quarter 2025 Financial Results

Total Revenue of $38.1 Million, A Year over Year Increase of 6%
AUSTIN, Texas - August 6, 2025 - CS Disco, Inc. (“DISCO”) (NYSE: LAW) today announced financial results for its second quarter ended June 30, 2025.

"I'm pleased to announce another quarter of accelerating results - including double-digit growth in software revenue, continued expansion of large matters on our platform and ongoing traction with our largest customers," said Eric Friedrichsen, CEO of DISCO. "As we move into the second half of 2025, we're encouraged by these trends as we continue to innovate from the front of litigation technology and services."

Second Quarter 2025 Financial Highlights:

•Software revenue was $32.7 million, up 12% compared to the second quarter of 2024.
•Total revenue was $38.1 million, up 6% compared to the second quarter of 2024.
•GAAP net loss was $10.8 million, consistent with the second quarter of 2024.
•Adjusted EBITDA was $(2.7) million, compared to $(4.7) million in the second quarter of 2024.

Recent Business Highlights:

•Expansion of Auto Review: DISCO launched Auto Review, its generative AI automated review tool, in the European Union and the United Kingdom.
•Searchable AV Transcriptions: DISCO launched Searchable AV Transcriptions, a tool that allows customers to automatically convert audio and video files into searchable, reviewable text.
•Cecilia AI Platform Adoption: From December 2024 to June 2025, DISCO has experienced a 150% increase in multi-terabyte matters that are leveraging its Cecilia AI Platform.

Third Quarter and Full Year 2025 Financial Outlook

As of August 6, 2025, DISCO is issuing the following outlook for the third quarter of 2025 and increasing its outlook for fiscal year 2025:

Third quarter of 2025:

•Software revenue in the range of $32.75 million - $33.75 million.
•Total revenue in the range of $37.5 million - $39.5 million.
•Adjusted EBITDA in the range of $(5.0) million - $(3.0) million.

Fiscal year 2025:

•Software revenue in the range of $128.0 million - $134.0 million.
•Total revenue in the range of $148.0 million - $158.0 million.
•Adjusted EBITDA in the range of $(17.0) million - $(13.0) million.

DISCO’s third quarter and fiscal year 2025 financial outlook is based on assumptions that are subject to change, many of which are outside of its control. If actual results vary from these assumptions, these expectations may change. There can be no assurance that DISCO will achieve these results.

Reconciliation of Adjusted EBITDA on a forward-looking basis to net loss, the most directly comparable GAAP measure, is not available without unreasonable efforts due to the high variability and complexity and low visibility with respect to the charges excluded from this non-GAAP measure; in particular, the effects of stock-based compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in DISCO’s stock price. DISCO expects the variability of the above charges to have a significant, and potentially unpredictable, impact on its future GAAP financial results.




Chief Financial Officer Transition

Michael Lafair will step down from his role as Chief Financial Officer at DISCO. He will remain CFO until the end of the year unless a successor is appointed sooner. After that time, Michael will be an advisor to DISCO. An external search for his successor is underway.

“Since joining the Company in 2018, Michael has played a critical role in transforming DISCO from an early-stage startup to a successful public company, leading DISCO through multiple private funding rounds, its IPO, and its secondary offering,” said Eric Friedrichsen, CEO of DISCO. “I look forward to working with Michael over the coming months to continue to drive the success of the business and in the search for and transition to his successor.”

“My time at DISCO has been an amazing journey, and it’s a privilege to work alongside such a talented and dedicated team,” said Michael Lafair. “I’m immensely proud of what we have been able to achieve to this point and I’m looking forward to helping the next successful chapter of DISCO unfold.”

Conference Call Information

DISCO will host a conference call and webcast at 4:00 p.m. CT (5:00 p.m. ET) today, August 6, 2025, to discuss its second quarter financial results and business highlights. The conference call can be accessed by dialing (888) 300-4030 from the United States or +1 (646) 970-1443 internationally with conference ID 8394292. The live webcast of the conference call and other materials related to DISCO’s financial performance can be accessed from DISCO’s investor relations website at ir.csdisco.com.

Following the completion of the call until 10:59 p.m. CT (11:59 p.m. ET) on Wednesday, August 27, 2025, a telephone replay will be available by dialing (800) 770-2030 from the United States, or +1 (609) 800-9909 internationally with conference ID 8394292. A webcast replay will also be available at ir.csdisco.com for 12 months.

About DISCO

DISCO (NYSE: LAW) provides comprehensive, innovative solutions for modern litigation. We create and service an intuitive, cloud-native platform at the forefront of litigation technology, backed by the partnership of expert professional services and support. Leveraging the latest in AI to help law firms and corporations achieve smarter outcomes faster, our scalable products and tools allow customers to simplify everyday tasks and tackle complex matters at every stage of litigation.

References to “DISCO,” the “Company,” “our” or “we” in this press release refer to CS Disco, Inc. and its subsidiaries on a consolidated basis.

Use of Non-GAAP Financial Measures

DISCO uses the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA margin; non-GAAP cost of revenue; non-GAAP gross profit; non-GAAP gross margin; non-GAAP research and development expense; non-GAAP research and development expense as a percentage of revenue; non-GAAP sales and marketing expense; non-GAAP sales and marketing expense as a percentage of revenue; non-GAAP general and administrative expense; non-GAAP general and administrative expense as a percentage of revenue; non-GAAP loss from operations; non-GAAP operating margin; non-GAAP net loss attributable to common stockholders, non-GAAP net loss attributable to common stockholders per share (basic and diluted) and non-GAAP net loss attributable to common stockholders as a percentage of revenue. Management believes that these non-GAAP financial measures are useful measures of operating performance because they exclude items that DISCO does not consider indicative of its core performance.

In the case of Adjusted EBITDA and Adjusted EBITDA margin, DISCO adjusts net loss for such items as depreciation and amortization expense; income tax provision; interest and other, net; stock-based compensation expense; payroll tax expense on employee stock transactions; expenses associated with stockholder litigation; and other one-time, non-recurring items, when applicable. In the case of non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP research and development expense, non-GAAP research and development expense as a percentage of revenue, non-GAAP sales and marketing expense and non-GAAP sales and marketing expense as a percentage of revenue, DISCO adjusts the respective GAAP balances for stock-based compensation expense, and other one-time, non-recurring items, when applicable. In the case of non-GAAP general and administrative expense, non-GAAP general and administrative expense as a percentage of revenue, non-GAAP loss from operations, non-GAAP operating margin, non-GAAP net loss attributable to common stockholders, non-GAAP net loss attributable to common stockholders per share (basic and diluted) and non-GAAP net loss attributable to common stockholders as a percentage of revenue, DISCO adjusts the respective GAAP balances for stock-based compensation expense, expenses associated with stockholder litigation, and other one-time, non-recurring items, when applicable.




There are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be completely comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation between companies. Certain items that are excluded from these non-GAAP financial measures can have a material impact on operating loss and net loss. As a result, these non-GAAP financial measures have limitations and should be considered in addition to, not as a substitute for or superior to, the closest GAAP measures, or other financial measures prepared in accordance with GAAP.

DISCO's management uses these non-GAAP measures as measures of operating performance; to prepare DISCO's annual operating budget; to allocate resources to enhance the financial performance of DISCO's business; to evaluate the effectiveness of DISCO's business strategies; to provide consistency and comparability with past financial performance; to facilitate a comparison of DISCO's results with those of other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and in communication with DISCO’s board of directors concerning financial performance.

Forward-Looking Statements

This press release contains forward-looking statements, including, among other things, statements regarding DISCO’s future financial performance and DISCO’s strategies and business initiatives. Words such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “target,” “project,” and similar phrases that denote future expectation or intent regarding DISCO’s financial results, operations, and other matters are intended to identify forward-looking statements. You should not rely upon forward-looking statements as predictions of future events.

The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause DISCO’s actual results, performance, or achievements to differ materially, including (i) our history of operating losses; (ii) our limited operating history; (iii) our ability to maintain and advance our innovation and brand; (iv) our ability to effectively add new customers; (v) our ability to effectively increase usage and penetration with our existing customer base; (vi) our ability to expand our sales coverage and establish a digital sales channel; (vii) our ability to expand internationally; (viii) our ability to grow our partner ecosystem and maintain existing strategic relationships with law firms, legal services providers and our other partners; (ix) our ability to expand our offering portfolio to a wider range of legal processes outside of our current core offerings; (x) our dependence on revenue from customer usage, which fluctuates based on the timing of and activity driven by legal matters for which our product offerings are used, and any shortfall of large matters on our platform; (xi) our ability to pursue strategic acquisitions and strategic investments to expand the functionality and value of our product offerings; (xii) our ability to comply or remain in compliance with laws and regulations that currently apply or become applicable to our business in the jurisdictions in which we operate; (xiii) the potential that our computer or electronic systems, applications or services, or those of any third parties on whom we depend, fail or suffer security or data privacy breaches or other unauthorized or improper access to, use of, or destruction of our proprietary or confidential data, employee data, or personal data; (xiv) our ability to compete effectively with existing competitors and new market entrants; (xv) the impact of general macroeconomic conditions, such as fluctuations in inflation and interest rates and the imposition of tariffs in the United States and abroad, on our or our customers’ businesses; and (xvi) the impact that global events, such as the Russia-Ukraine war and conflict in the Middle East, and any related economic downturn could have on our or our customers’ businesses, financial condition and results of operations.

The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in our filings with the Securities and Exchange Commission (“SEC”), including our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 7, 2025. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that we make with the SEC from time to time, including our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Forward-looking statements represent DISCO’s management’s beliefs and assumptions only as of the date such statements are made. We undertake no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Investor Relations Contact
IR@csdisco.com



CS DISCO, INC.
Condensed Consolidated Balance Sheets
(in thousands, except par value amounts)
(unaudited)
June 30,
2025
December 31,
2024
Assets
Current assets:
Cash and cash equivalents $ 21,672  $ 52,771 
Short-term investments 92,817  76,356 
Accounts receivable, net 23,861  23,117 
Prepaid expenses and other current assets 4,566  4,692 
Total current assets 142,916  156,936 
Property and equipment, net 7,665  7,878 
Operating lease right-of-use assets 7,270  8,388 
Other intangible assets, net 296  400 
Goodwill 5,898  5,898 
Other assets 827  820 
Total assets $ 164,872  $ 180,320 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 3,122  $ 3,994 
Accrued expenses 6,187  5,947 
Accrued salary and benefits 5,809  9,127 
Deferred revenue 3,493  4,296 
Operating leases 2,514  2,288 
Finance leases 43  42 
Total current liabilities 21,168  25,694 
Operating leases, non-current 5,566  6,855 
Finance leases, non-current 94  116 
Other liabilities 149  141 
Total liabilities 26,977  32,806 
Commitments and contingencies
Stockholders’ equity
Preferred stock $0.005 par value, 100,000 shares authorized and no shares issued and outstanding as of June 30, 2025 and December 31, 2024
—  — 
Common stock $0.005 par value, 1,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 61,690 and 60,329 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
309  302 
Additional paid-in capital 457,229  444,601 
Accumulated other comprehensive income (8) 41 
Accumulated deficit (319,635) (297,430)
Total stockholders’ equity 137,895  147,514 
Total liabilities and stockholders’ equity $ 164,872  $ 180,320 



CS DISCO, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share amounts)
(unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
Revenue $ 38,106  $ 36,005  $ 74,759  $ 71,576 
Cost of revenue 9,683  9,288  19,186  18,140 
Gross profit 28,423  26,717  55,573  53,436 
Operating expenses:
Research and development 13,968  12,888  28,225  24,967 
Sales and marketing 15,241  15,498  29,768  31,306 
General and administrative 11,024  10,715  22,000  21,879 
Total operating expenses 40,233  39,101  79,993  78,152 
Loss from operations (11,810) (12,384) (24,420) (24,716)
Interest and other income, net 1,208  1,655  2,562  3,491 
Loss from operations before income taxes (10,602) (10,729) (21,858) (21,225)
Income tax provision (210) (105) (347) (191)
Net loss attributable to common stockholders $ (10,812) $ (10,834) $ (22,205) $ (21,416)
Unrealized loss on investments (9) —  (49) — 
Comprehensive loss $ (10,821) $ (10,834) $ (22,254) $ (21,416)
Net loss per share attributable to common stockholders, basic and diluted $ (0.18) $ (0.18) $ (0.36) $ (0.35)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 61,245  59,815  60,913  60,508 



CS DISCO, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

Six Months Ended
June 30,
2025 2024
Cash flow from operating activities:
Net loss $ (22,205) $ (21,416)
Adjustments to reconcile net loss to cash used in operations:
Depreciation and amortization 1,829  2,103 
Stock-based compensation 12,357  11,731 
Charge to allowance for credit losses 1,097  1,126 
Gain on disposal of long-lived assets —  (2)
Non-cash operating lease costs 1,118  771 
Amortization of premium on short-term investments (1,707) — 
Other (103) — 
Changes in operating assets and liabilities:
Accounts receivable (1,840) 533 
Prepaid expenses and other current assets 125  984 
Other long-term assets —  14 
Accounts payable (749) (816)
Accrued expenses and other (2,716) (1,365)
Deferred revenue (803) (767)
Operating lease liabilities (1,062) (796)
Other liabilities (60) (80)
Net cash used in operating activities (14,719) (7,980)
Cash flow from investing activities:
Purchases of property, equipment and capitalized software development costs (1,490) (1,346)
Purchases of short-term investments (91,940) — 
Maturities of short-term investments 77,138  — 
Proceeds from disposal of equipment
Net cash used in investing activities (16,288) (1,344)
Cash flow from financing activities:
Proceeds from exercise of stock options 29  18 
Net proceeds from issuance of common stock under Employee Stock Purchase Plan 240  360 
Repurchase of common stock related to net share settlement (44) (71)
Repurchase of common stock related to share repurchase program —  (20,052)
Cash paid for acquisitions (296) (457)
Principal payments on finance lease obligations (21) (20)
Net cash used in financing activities (92) (20,222)
Net decrease in cash and cash equivalents: (31,099) (29,546)
Cash and cash equivalents at beginning of period 52,771  159,551 
Cash and cash equivalents at end of period $ 21,672  $ 130,005 
Supplemental disclosure:
Cash paid for taxes $ 931  $ 464 
Non-cash investing and financing activities:
Property and equipment included in accounts payable and accrued liabilities $ 42  $ 79 



CS DISCO, INC.
Reconciliation from GAAP to Non-GAAP Results
(in thousands, except for percentages and per share amounts)
(unaudited)

Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
Net loss $ (10,812) $ (10,834) $ (22,205) $ (21,416)
Depreciation and amortization expense 902  1,028  1,829  2,103 
Income tax provision 210  105  347  191 
Interest and other, net (1,208) (1,655) (2,562) (3,491)
Stock-based compensation expense 6,478  6,058  12,357  11,731 
Payroll tax expense on employee stock transactions 161  178  311  371 
Expenses associated with stockholder litigation 1,581  384  2,146  583 
Adjusted EBITDA $ (2,688) $ (4,736) $ (7,777) $ (9,928)
Adjusted EBITDA margin (7) % (13) % (10) % (14) %

Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
Cost of revenue $ 9,683  $ 9,288  $ 19,186  $ 18,140 
Non-GAAP adjustments:
Stock-based compensation expense (562) (432) (1,061) (817)
Non-GAAP cost of revenue $ 9,121  $ 8,856  $ 18,125  $ 17,323 
Non-GAAP gross profit $ 28,985  $ 27,149  $ 56,634  $ 54,253 
Non-GAAP gross margin 76  % 75  % 76  % 76  %

Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
Research and development $ 13,968  $ 12,888  $ 28,225  $ 24,967 
Non-GAAP adjustments:
Stock-based compensation expense (2,244) (2,084) (4,287) (4,176)
Non-GAAP research and development $ 11,724  $ 10,804  $ 23,938  $ 20,791 
Non-GAAP research and development as a % of revenue 31  % 30  % 32  % 29  %

Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
Sales and marketing $ 15,241  $ 15,498  $ 29,768  $ 31,306 
Non-GAAP adjustments:
Stock-based compensation expense (1,478) (1,171) (2,822) (2,251)
Non-GAAP sales and marketing $ 13,763  $ 14,327  $ 26,946  $ 29,055 
Non-GAAP sales and marketing as a % of revenue 36  % 40  % 36  % 41  %





Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
General and administrative $ 11,024  $ 10,715  $ 22,000  $ 21,879 
Non-GAAP adjustments:
Stock-based compensation expense (2,194) (2,371) (4,187) (4,487)
Expenses associated with stockholder litigation (1,581) (384) (2,146) (583)
Non-GAAP general and administrative $ 7,249  $ 7,960  $ 15,667  $ 16,809 
Non-GAAP general and administrative as a % of revenue 19  % 22  % 21  % 23  %

Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
Loss from operations $ (11,810) $ (12,384) $ (24,420) $ (24,716)
Operating margin (31) % (34) % (33) % (35) %
Non-GAAP adjustments:
Stock-based compensation expense 6,478  6,058  12,357  11,731 
Expenses associated with stockholder litigation 1,581  384  2,146  583 
Non-GAAP loss from operations $ (3,751) $ (5,942) $ (9,917) $ (12,402)
Non-GAAP operating margin (10) % (17) % (13) % (17) %

Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
Net loss attributable to common stockholders $ (10,812) $ (10,834) $ (22,205) $ (21,416)
Non-GAAP adjustments:
Stock-based compensation expense 6,478  6,058  12,357  11,731 
Expenses associated with stockholder litigation 1,581  384  2,146  583 
Non-GAAP net loss attributable to common stockholders $ (2,753) $ (4,392) $ (7,702) $ (9,102)
Non-GAAP net loss attributable to common stockholders per share, basic and diluted $ (0.04) $ (0.07) $ (0.13) $ (0.15)
Weighted average shares used to compute basic and diluted net loss per share 61,245  59,815  60,913  60,508 
Non-GAAP net loss attributable to common stockholders as a % of revenue (7) % (12) % (10) % (13) %