PowerPoint Presentation
Descartes – Uniting
Business in Commerce
June 2026
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Safe Harbor Statement
Certain statements to be made today and in this presentation, and that may be made in response to questions, constitute forward-looking information for the purposes of applicable securities laws (“forward-looking statements”), including, but not limited to: statements using the words “believe,” “plan,” “expect,” “anticipate,” “intend,” “continue,” “may,” “will,” “should” or the negative of such terms and similar expressions; or statements in relation to any of the following topics: our assessment of the potential impact of geopolitical events, such as the conflict between Iran, Israel and the US (the “Iran Conflict”), and the ongoing conflict between Russia and Ukraine (the “Russia-Ukraine Conflict”), or other potentially catastrophic events, on our business, results of operations and financial condition; addressing economic uncertainty; investment in areas of our business with high strategic value and growth potential; our future operating performance; including revenues, earnings, margins and cash generation; demand for our solutions; and the growth and development of our network; software-as-a-service business model; strategy, market opportunity and vision; our position and opportunity to lead our industry with our business model; solution functionality and benefits derived therefrom; network penetration; ability to complete acquisitions and contribution of completed acquisitions to our operations; anticipated churn in revenues; competition; and forecasted environmental benefits of our products and solutions.
The material assumptions made in making these forward-looking statements include, but are not limited to, the following: global shipment volumes continuing to increase at levels consistent with those experienced historically; the Iran Conflict and the Russia-Ukraine Conflict not having a material impact on shipment volumes or on the demand for the products and services of Descartes by its customers and the ability of those customers to continue to pay for those products and services; the potential impact of tariffs, sanctions and other actions by individual countries on global trade and our business; countries continuing to implement and enforce existing and additional customs and security regulations relating to the provision of electronic information for imports and exports; countries continuing to implement and enforce existing and additional trade restrictions and sanctioned party lists with respect to doing business with certain countries, organizations, entities and individuals; our continued operation of a secure and reliable business network; the stability of general economic and market conditions, currency exchange rates, and interest rates; equity and debt markets continuing to provide us with access to capital; our ability to retain or obtain sufficient capital to execute on our business strategy; our continued ability to identify and source attractive and executable business combination opportunities; our ability to develop solutions that keep pace with the continuing changes in technology, including artificial intelligence (“AI”), and our continued compliance with third party intellectual property rights.
While management believes these assumptions to be reasonable under the circumstances, they may prove to be inaccurate. In addition, the forecasted environmental benefits of our products and services are based on projections, reductions and savings derived from various third-party modeling tools identified on our website at www.descartes.com and which rely on various assumptions in their calculations.
These forward-looking statements are also subject to risks, uncertainties and assumptions that may cause future results to differ materially from those expected. Factors that may cause such differences include, but are not limited to: our ability to identify and successfully integrate acquired businesses; disruptions in the movement of freight and a decline in shipment volumes including as a result of the impact of current and future trade barriers, including tariffs, further protectionist measures and reactive countermeasures; the impact of network failures, information security breaches or other cyber-security threats; the transition of our executive management team; disruptions in the movement of freight and a decline in shipment volumes including as a result of contagious illness outbreaks; a deterioration of general economic conditions or instability in the financial markets accompanied by a decrease in spending by our customers; departures of key customers; the ability to attract and retain key personnel and transition when key personnel depart; variances in our revenues from quarter to quarter; fluctuations in international currency exchange rates; exposure to greater than anticipated tax liabilities; changes in electronic customs filing regulations and other factors discussed under the headings “Risk Factors” or “Certain Factors That May Affect Future Results” in documents filed with the Securities and Exchange Commission, the Ontario Securities Commission and other applicable securities regulatory authorities across Canada, including Descartes' most recently filed annual and subsequent interim Management's Discussion and Analysis, which are available under our profile on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. If any of such risks actually occur, they could, among other consequences, materially adversely affect our business, financial condition or results of operations.
We provide forward-looking statements solely for the purpose of providing information about management's current expectations and plans relating to the future. You are cautioned that such information may not be appropriate for other purposes. Except as required by law, we do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions, assumptions or circumstances on which any such statement is based.
Investment Highlights
World’s Largest Multi-Modal and Neutral Logistics Network
Technology, Data and AI used to Automate and Optimize Logistics and Supply Chain Processes
Solutions Powered by Vast Amounts of Inter-Enterprise Data from Connected Parties
Scaled Network + Inter-Enterprise Data + Trust = Significant Competitive Barriers
Industry-Leading Solutions Help Customers Reduce Environmental Footprint
Disciplined M&A Strategy
Highly-Experienced Management Team
Proven Record of Financial Success
Descartes at a Glance
• Global Logistics Network powers more responsive, efficient, secure and sustainable international and domestic supply chains
• Over 30,000 customers connect and collaborate with hundreds of thousands of trading partners
Revenues (US$ millions)
• System of record for shippers, carriers and logistics services providers
• Delivering profitable growth and free cash flow generation
• High-recurring revenue profile
Net Income & Adj. EBITDA (US$ millions)
• Proven ‘Total Growth’ model supported by disciplined
(1)See Reconciliation of Non-GAAP Financial Measures on slides 21 and 22 for our approach to reconciliation of adjusted EBITDA.
GLOBAL LOGISTICS NETWORK
CARRIERS
Ocean
Air
Ground
Retailers
Manufacturers
Service
Regulators
Rail
GOVERNMENTS
Associations
SHIPPERS
LOGISTICS
Retailers
INTERMEDIARIES
Forwarders
& 3PLs
SOLUTIONS
Customs & Fleet Performance Transportation Ecommerce
Forwarder Enterprise Regulatory Management Management Operations
Fleet Performance
Management
Transportation
Management
Ecommerce
Operations
Broker &
Forwarder Enterprise
Systems
Global
Trade
Intelligence
DESCARTES GLN
CONNECTIVITY, SECURITY, DATA INTEGRITY
Industry-Leading Customers
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OCEAN
TRUCK
XPOLogistics
INTERMEDIARIES
RETAILERS
DISTRIBUTORS
Customer Case Studies
Leverages Descartes’ Advanced Home Delivery solution for:
• Real-time delivery appointment scheduling
• Mobile resource management solutions
• Route optimization and execution
Leverages many Descartes solutions across multiple DHL operating groups:
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Descartes’ solutions help Delta Airlines meet a growing number of logistic challenges across the globe:
• Numerous country-specific customs and security filings
• Operate air messaging network for Delta and its logistics partners
Why We Win
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Pure play supply chain and logistics technology provider with compelling combination of network, applications and data content – designed for use by human and digital workers
Market Drivers and Opportunities
Inter- Enterprise Network
Global Trade Complexity
Logistics is an inter-enterprise problem - the Global Logistics Network provides a trusted source of specialized multiparty supply chain and logistics execution and data offering a foundation and global scale for AI
Real- time Visibility
Heightened regulatory compliance requirements and shifting global trade patterns create favorable tailwinds
Real-time tracking and optimization made possible by ubiquitous mobile networks, internet-of-things, AI, vast network connections and cloud-scale computing
Deep Domain Expertise
Solutions leverage deep domain expertise to enable all tiers and participants in supply chains from international first mile to ecommerce final mile - across compliance, planning, execution, inventory deployment and delivery solutions
Fragmented Industry
The Global Logistics Network can act as a real-world inter-enterprise supply chain model to manage the lifecycle of shipments and a platform to deploy trusted AI agents that deliver efficiency
Logistics and supply chain technology markets remain highly fragmented, presenting a large consolidation opportunity
M&A is a Core Competency for Descartes
Descartes’ acquisition strategy is a key enabler of its ‘Total Growth’ model
• Has completed 32 acquisitions since 2017 for a total consideration of ~US $1.4 billion
• Disciplined approach that is focused on complementary technologies, industry consolidation and close adjacencies across logistics
• Core competency in sourcing, acquiring and integrating high quality assets
Recent Acquisition Success
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Acquired 3G (March 2025) for ~$113mm
• 3G is a leading provider of transportation management solutions
• 3G’s transportation management solutions combine modern cloud architecture, an expansive carrier network, and planning-driven automation to help customers improve costs, customer satisfaction, and efficiency.
• Solution footprint for freight in North America is highly complementary, bringing strong domestic transportation management functionality for truckload, less-than-truckload (LTL), and parcel modes.
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Acquired Sellercloud (October 2024) for
~$110mm + up to ~$20mm earn-out
• Sellercloud is a leading provider of omnichannel ecommerce solutions
• Sellercloud’s Inventory Management Solutions and Order Management Solutions (IMS/OMS) help customers synchronize, plan and manage inventory levels across multiple sales channels
• Combined with Descartes’ existing ecommerce shipping, fulfilment and warehouse management solutions, presents truly differentiated offering to manage the full lifecycle of domestic and cross-border ecommerce shipments
Acquired OCR (March 2024) for ~$83mm
• OCR is a leading provider of global trade compliance solutions and content, with strong domain expertise in export compliance and controlled commodities
• Global EASE, OCR’s core platform, is used by blue-chip, multinational organizations around the world to stay current in a rapidly changing regulatory environment
• Presents an opportunity to bring new functionality and enhanced content to Descartes customers and partners around the world
Industry-Leading Solutions Help Customers Reduce Environmental Footprint
Descartes’ Annual Environmental Impact – We Helped our Customers Save
*Infographic Calculations Were Made Using The Paper Calculator From Environmental Paper Network, The Vehicle Co2 Emissions Calculator From Commercial Fleet, Fuel Economy Data From The U.S. Department Of Energy, And Idling Emissions Data From Dieselnet And Frost & Sullivan. SEE FULL DISCLAIMER @ Environmental Impact | Descartes
Financial Overview
Financial Highlights
Strong and consistent revenue growth
Highly-recurring subscription and transaction-based revenue model
High-quality and diverse revenue profile
Continued margin expansion through cost control and operating efficiency
Robust cash generation and high conversion rates
Proven acquisition integration success and synergy achievement
Strong and Consistent Growth
Revenue Cash Flow from Operations
13% CAGR 13% CAGR
$729 $266 $651 $573 $219 $208 15% YoY 40% YoY
$194 $75 $169 $54
FY24 FY25 FY26 Q1-26 Q1-27 FY24 FY25 FY26 Q1-26 Q1-27
(1) Net Income and Net Income as a % of Revenues Adjusted EBITDA and Adjusted EBITDA as a % of
(1)
Revenues
19% CAGR 15% CAGR
$330 $350 100% $285 $180 $164 100% $300 90% $247 $160 $143 34% YoY 90% 20% YoY $250 80% $140 $116 80% $120 70% $200 70% 60% $100 50% $150 60% $80 $48 40% $90 $60 $36 30% $100 $75 50% $40 20% $20 10% $50 40% 20% 22% 22% 21% 25% 43% 44% 45% 45% 46% $-0% $-30% FY24 FY25 FY26 Q1-26 Q1-27
Adj. EBITDA Adj. EBITDA Margin % Net Income Net Income Margin %
(1) See Reconciliation of Non-GAAP Financial Measures on slides 21 and 22 for a reconciliation of adjusted EBITDA and adjusted EBITDA as a percentage of revenues to net income.
Efficient and Disciplined Operating Model
Gross Margin Sales and Marketing
76% 76% 77% 78% 12% 12% 11% 11%
FY24 FY25 FY26 Q1-27 FY24 FY25 FY26 Q1-27
Research and Development General and Administrative
16% 15% 15% 14% 10% 10% 10% 10%
FY24 FY25 FY26 Q1-27 FY24 FY25 FY26 Q1-27
Baseline Calibration
| Figures per Quarter | Baseline | Actual | Actual % of Baseline | |
|---|---|---|---|---|
| Q2'26 | Revenue | $150.5 | $179.8 | 119% |
| Q2'26 | Net Income | $38.0 | ||
| Q2'26 | Net Income as a % of Revenues | 21.1% | ||
| Q2'26 | Adj. EBITDA | $58.0 | $80.2 | 138% |
| Q2'26 | Adj. EBITDA % of Revenues | 38.5% | 44.6% | |
| Q3'26 | Revenue | $157.5 | $187.7 | 119% |
| Q3'26 | Net Income | $43.9 | ||
| Q3'26 | Net Income as a % of Revenues | 23.4% | ||
| Q3'26 | Adj. EBITDA | $61.0 | $85.5 | 140% |
| Q3'26 | Adj. EBITDA % of Revenues | 38.7% | 45.6% | |
| Q4'26 | Revenue | $161.0 | $192.8 | 120% |
| Q4'26 | Net Income | $45.6 | ||
| Q4'26 | Net Income as a % of Revenues | 23.7% | ||
| Q4'26 | Adj. EBITDA | $62.5 | $88.7 | 142% |
| Q4'26 | Adj. EBITDA % of Revenues | 38.8% | 46.0% | |
| Q1'27 | Revenue | $164.0 | $193.6 | 118% |
| Q1'27 | Net Income | $48.5 | ||
| Q1'27 | Net Income as a % of Revenues | 25.0% | ||
| Q1'27 | Adj. EBITDA | $64.5 | $89.8 | 139% |
| Q1'27 | Adj. EBITDA % of Revenues | 39.3% | 46.4% | |
| Q2'27 | Revenue | $169.0 | ||
| Q2'27 | Net Income | |||
| Q2'27 | Net Income as a % of Revenues | |||
| Q2'27 | Adj. EBITDA | $66.5 | ||
| Q2'27 | Adj. EBITDA % of Revenues | 39.3% |
• Baseline revenues = visible, contracted and recurring revenues at the beginning of each quarter¹. Baseline revenues is not a revenues projection as it excludes sales concluded in the period
• Baseline Adjusted EBITDA² = Baseline revenues less operating expenses (excluding investment income, interest expense, income tax expense, depreciation, amortization, stock-based compensation, restructuring expenses, acquisition-related expenses, and contingent consideration incurred due to better-than-expected performance from acquisitions)
[1] For a detailed description of baseline calibration, please see Management’s Discussion & Analysis (MD&A) dated June 3, 2026. Baseline calibration is typically calculated on the first day of the quarter unless adjusted to reflect the impact of any acquisitions completed after the first day of the quarter, but before the date of our corresponding MD&A in which that baseline calibration is disclosed. Baseline calibration is considered a supplementary financial measure used by management as it does not have a directly comparable financial measure disclosed in our financial statements.
Capital Structure – April 30, 2026
ï Common shares
ï 86.0 million – Basic (current)
ï 87.4 million – Fully diluted (current)
ï Mixed-Shelf filed in July 2024 (no limit – currently unused)
ï Expiring August 2026
ï Cash and cash equivalents
ï US $377.0 million
ï Acquisition line of credit
ï US $350.0 million with the potential to upsize to $US 500.0 million
ï Undrawn as of April 30, 2026, expires December 2027
Investment Highlights
World’s Largest Multi-Modal and Neutral Logistics Network
Technology, Data and AI used to Automate and Optimize Logistics and Supply Chain Processes
Solutions Powered by Vast Amounts of Inter-Enterprise Data from Connected Parties
Scaled Network + Inter-Enterprise Data + Trust = Significant Competitive Barriers
Industry-Leading Solutions Help Customers Reduce Environmental Footprint
Proven Record of Financial Success
Disciplined M&A Strategy
Highly-Experienced Management Team
Reconciliation of Non-GAAP Financial Measures - Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues – Q1-27
We prepare and release quarterly unaudited and annual audited financial statements prepared in accordance with GAAP. We also disclose and discuss certain non-GAAP financial information, used to evaluate our performance, in this and other earnings releases and investor conference calls as a complement to results provided in accordance with GAAP. We believe that current shareholders and potential investors in our company use non-GAAP financial measures, such as Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues, in making investment decisions about our company and measuring our operational results.
The term “Adjusted EBITDA” refers to a financial measure that we define as earnings before certain charges that management considers to be non-operating expenses and which consist of interest, taxes, depreciation, amortization, stock-based compensation (for which we include related fees and taxes) and other charges (for which we include restructuring charges, acquisition-related expenses, and contingent consideration incurred due to better-than-expected performance from acquisitions). Adjusted EBITDA as a percentage of revenues divides Adjusted EBITDA for a period by the revenues for the corresponding period and expresses the quotient as a percentage.
Management considers these non-operating expenses to be outside the scope of Descartes’ ongoing operations and the related expenses are not used by management to measure operations. Accordingly, these expenses are excluded from Adjusted EBITDA, which we reference to both measure our operations and as a basis of comparison of our operations from period-to-period. Management believes that investors and financial analysts measure our business on the same basis, and we are providing the Adjusted EBITDA financial metric to assist in this evaluation and to provide a higher level of transparency into how we measure our own business. However, Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues are non-GAAP financial measures and may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues should not be construed as a substitute for net income determined in accordance with GAAP or other non-GAAP measures that may be used by other companies, such as EBITDA. The use of Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues does have limitations. In particular, we have completed five acquisitions since the beginning of fiscal 2026 and may complete additional acquisitions in the future that will result in acquisition-related expenses and restructuring charges. As these acquisition-related expenses and restructuring charges may continue as we pursue our consolidation strategy, some investors may consider these charges and expenses as a recurring part of operations rather than expenses that are not part of operations.
The table below reconciles Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues to net income reported in our unaudited Consolidated Statements of Operations for Q1FY27, Q4FY26, Q3FY26, Q2FY26, and Q1FY26 which we believe is the most directly comparable GAAP measure.
| (US dollars in millions) | Q1FY27 | Q4FY26 | Q3FY26 | Q2FY26 | Q1FY26 |
|---|---|---|---|---|---|
| Net income, as reported on Consolidated Statements of Operations Adjustments to reconcile to Adjusted EBITDA: | 48.5 | 45.6 | 43.9 | 38.0 | 36.2 |
| Interest expense | 0.2 | 0.2 | 0.2 | 0.2 | 0.2 |
| Investment income | (3.0) | (2.6) | (2.0) | (1.5) | (1.9) |
| Income tax expense | 16.8 | 15.8 | 14.5 | 11.5 | 11.7 |
| Depreciation expense | 1.5 | 1.5 | 1.5 | 1.5 | 1.5 |
| Amortization of intangible assets | 17.3 | 20.9 | 20.7 | 20.5 | 19.1 |
| Stock-based compensation and related taxes | 7.4 | 6.2 | 6.0 | 4.9 | 4.9 |
| Other charges | 1.1 | 1.1 | 0.7 | 5.1 | 3.5 |
| Adjusted EBITDA | 89.8 | 88.7 | 85.5 | 80.2 | 75.1 |
| Revenues | 193.6 | 192.8 | 187.7 | 179.8 | 168.7 |
| Net income as % of revenues | 25% | 24% | 23% | 21% | 21% |
| Adjusted EBITDA as % of revenues | 46% | 46% | 46% | 45% | 45% |
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For more information on the reconciliation of Non-GAAP financial measures in the current period, please refer to our press release dated June 3, 2026: https://www.descartes.com/who-we-are/news-events/financial-news. For more information on the reconciliation of Non-GAAP financial measures for previous periods please refer to: https://www.descartes.com/who-we-are/investor-relations/financial-information.
Reconciliation of Non-GAAP Financial Measures - Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues – FY26
The table below reconciles Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues to net income reported in our audited Consolidated Statements of Operations for FY26 and FY25, which we believe is the most directly comparable GAAP measure.
| (US dollars in millions) | FY26 | FY25 |
|---|---|---|
| Net income, as reported on Consolidated Statements of Operations | 163.8 | 143.3 |
| Adjustments to reconcile to Adjusted EBITDA: | ||
| Interest expense | 0.9 | 1.0 |
| Investment income | (8.1) | (11.5) |
| Income tax expense | 53.4 | 48.3 |
| Depreciation expense | 5.9 | 5.6 |
| Amortization of intangible assets | 81.2 | 69.4 |
| Stock-based compensation and related taxes | 22.0 | 21.1 |
| Other charges | 10.4 | 7.5 |
| Adjusted EBITDA | 329.5 | 284.7 |
| Revenues | 729.0 | 651.0 |
| Net income as % of revenues | 22% | 22% |
| Adjusted EBITDA as % of revenues | 45% | 44% |
For more information on the reconciliation of Non-GAAP financial measures for FY26, please refer to our press release dated March 11, 2026: https://www.descartes.com/who-we-are/news-events/financial-news. For more information on the reconciliation of Non-GAAP financial measures for previous periods please refer to: https://www.descartes.com/who-we-are/investor-relations/financial-information.