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Item 1A. Risk Factors

2026-02-23 compared with 2025-02-19 · 132 added, 141 removed, 587 unchanged (32% of the section changed)

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If any of the following risks or others not specified below materialize, our business, results of operations, and financial condition could be materially and adversely affected.

In that case, the trading price of our Class A common stock could decline.

In that case, the trading price of our Common stock could decline.

Risks Related to Our Growth and Capital Requirements

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You should not rely on the revenue growth of any prior period as an indication of our future performance.

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our overall market or our failure, for any reason, to continue to take advantage of growth opportunities.

Even if our revenue continues to increase, it is possible that our revenue growth rate will decline in the future as a result of a variety of factors, including the maturation of our business, increased competition, adverse macroeconomic conditions, changes to technology, a decrease in the growth of our overall market or our failure, for any reason, to continue to take advantage of growth opportunities.

Overall growth of our revenue depends on a number of additional factors, including our ability to:

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If the assumptions that we use to plan our business are incorrect or change in reaction to changes in our market, or if we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile, and it may be difficult to achieve and maintain profitability.

Our business has grown as new customers have begun to trust and use our digital marketplace and value-added products and services as a new way to buy and sell their vehicles to other dealers.

However, our business is relatively new and has operated at substantial scale for only a limited period of time.

Our business has grown as new and existing customers have grown their trust in and use of our digital marketplace and value-added products and services as a way to buy and sell their vehicles to other dealers.

However, our business has operated at substantial scale for only a limited period of time.

Given this limited history, it is difficult to predict whether we will be able to maintain or grow our business.

Our historical revenue or revenue growth should not be considered indicative of our future performance.

We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly changing industries, including difficulties in our ability to achieve market acceptance of our platform, products and services and attract customers, as well as increasing competition and increasing expenses as we continue to grow our business.

We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly changing industries, including difficulties in our ability to grow market acceptance of our platform, products and services and attract customers, as well as increasing competition and increasing expenses as we continue to grow our business.

We also expect that our business will evolve in ways that may be difficult to predict.

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If we are unable to do so, our business may be harmed.

Our recent growth has placed and may continue to place significant demands on our management and our operational and financial resources.

We have experienced significant growth in the number of customers on our marketplace platform as well as the amount of data that we analyze.

Our growth has placed and may continue to place significant demands on our management and our operational and financial resources.

We have experienced growth in the number of customers on our marketplace platform as well as the amount of data that we analyze.

We have hired and expect to continue hiring additional personnel to support our growth.

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While we have experienced significant revenue growth in recent periods, we are not certain whether or when we will obtain a high enough volume of revenue to sustain or increase our growth or achieve or maintain profitability in the future, particularly in light of ongoing macroeconomic and geopolitical factors.

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expenses could fluctuate in future periods, which could negatively affect our future results of operations.

Costs and expenses could fluctuate in future periods, which could negatively affect our future results of operations.

In particular, we expect that we will continue to expend substantial financial and other resources on:

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• the development of new products and services, as well as investments in further optimizing our existing products and services;

• security and cybersecurity protections across our products, services, and locations;

• our sales organization, operations teams, and customer support teams to engage our existing and prospective customers, increase usage by existing customers, drive adoption of our products, expand use cases and integrations and support expansion;

• acquisitions or strategic investments, including on post-acquisition investment to develop acquired companies;

• acquisitions or strategic investments, including on post-acquisition investment to develop acquisitions, and to develop physical locations to support the expansion of commercial offerings;

• expansion into new markets, including in markets outside of the United States;

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• general administration, including increased legal and accounting expenses associated with being a public company.

Our efforts to grow our business may not be successful or may be costlier than we expect, or the rate of our growth in revenue may be slower than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses.

We may incur significant losses in the future for a number of reasons, including the other risks described herein, unforeseen expenses, difficulties, complications or delays, and other unknown events.

If we are unable to achieve and sustain profitability, the value of our business and Class A common stock may significantly decrease.

If we are unable to achieve and sustain profitability, the value of our business and Common stock may significantly decrease.

We have a limited operating history, and our future results of operations or financial condition may fluctuate significantly due to a wide range of factors, which makes it difficult to forecast our future results of operations or financial condition.

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• changes in the growth rate of the markets in which we compete;

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• changes in customers’ budgets, including as a result of rising prices, interest rate increases, increases in energy costs and other adverse developments in macroeconomic conditions;

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• unforeseen litigation and actual or alleged intellectual property infringement, misappropriation or other violation;

• fraud perpetuated by our customers or business partners;

• fluctuations in our effective tax rate;

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In addition, we release earnings guidance in our quarterly and annual earnings conference calls, quarterly and annual earnings releases, or otherwise, regarding our future performance and financial condition that represents our management’s estimates as of the date of release.

Our actual business results may vary significantly from such guidance due to a number of factors, including many outside of our control, such as global economic uncertainty and market conditions, which could adversely affect our business and future results of operations or financial condition.

Furthermore, we may in the future make downward revisions of our previously announced guidance.

If we withdraw our previously announced guidance, or if our publicly announced guidance of future operating results or financial condition fails to meet expectations of securities analysts, investors or other interested parties, the price of our Class A common stock could decline .

Our actual business results may vary significantly from such guidance or analysts' or investors' expectations due to a number of factors, including many outside of our control, such as global economic uncertainty and market conditions, which could adversely affect our business and future results of operations or financial condition.

Furthermore, we have in the past and may in the future make downward revisions of our previously announced guidance.

We have also encountered, and will continue to encounter, other risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein.

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However, additional funds may not be available when we need them, on terms that are acceptable to us, or at all.

Moreover, any debt financing that we secure in the future could involve restrictive covenants, which may make it more difficult for us to operate our business, obtain additional capital and to pursue business opportunities.

Volatility in the credit markets may also have an adverse effect on our ability to obtain debt financing.

If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock.

Moreover, any debt financing that we secure in the future could involve restrictive covenants, which may make it more difficult for us to

operate our business, obtain additional capital and to pursue business opportunities.

Volatility and other developments in the credit markets may also have an adverse effect on our ability to obtain debt financing.

If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, we may be forced to obtain financing on undesirable terms or our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, results of operations and financial condition may be harmed.

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Pursuant to the terms of our outstanding indebtedness, we may be limited in our ability to incur future debt.

In August 2021, we entered into a first lien revolving credit facility, or the 2021 Revolver, with JPMorgan Chase Bank, N.A, which provided a $160 million senior secured revolving credit facility with a maturity date of August 24, 2026.

On June 1, 2023, we entered into an Amendment on the 2021 Revolver which modified the rate at which interest payments are indexed to from LIBOR to the Secured Overnight Financing Rate (“SOFR”).

Our obligations under the 2021 Revolver are secured by substantially all of our assets.

Additionally, on June 20, 2024, we entered into a revolving credit and security agreement with CitiBank, N.A., providing for a revolving warehouse facility, or the Warehouse Facility, with a maximum availability of $125.0 million principle amount, under which the revolving features ends on June 20, 2026.

In August 2021, we entered into a first lien revolving credit facility, or as amended, the 2021 Revolver, with JPMorgan Chase Bank, N.A.

On June 25, 2025, the Company entered into Amendment No.

4 to the 2021 Revolver which modifies the credit agreement to increase the committed amount of the Company’s revolving credit facility thereunder from $160 million to $250 million and extend the maturity date thereof from August 24, 2026 to June 26, 2030.

Additionally, on June 20, 2024, ACV Capital Funding II LLC entered into a revolving credit and security agreement with CitiBank, N.A., providing for a revolving warehouse facility, or as amended, the Warehouse Facility.

On December 12, 2025, the Company entered into an amendment to the Warehouse Facility.

The amendment modified the credit agreement (i) to increase the committed amount of the revolving credit facility from $125.0 million to $200.0 million, and (ii) to extend the scheduled commitment termination date from June 20, 2026 to December 10, 2027.

Pursuant to the terms of the credit agreements governing the 2021 Revolver and the Warehouse Facility, we are limited in our ability to incur additional indebtedness other than on the terms and conditions thereof.

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In addition, limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies.

If our operating metrics are not accurate representations of our business, if investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, we expect that our business, results of operations, financial condition and reputation would be adversely affected.

If our operating metrics are not accurate representations of our business, if investors do not perceive our operating metrics to be accurate, or if we discover material

inaccuracies with respect to these figures, we expect that our business, results of operations, financial condition and reputation would be adversely affected.

Risks Related to Our Business, Our Brand and Our Industry

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data services, including our True360 and ACV Market reports and ACV MAX inventory software management offerings;

and data and technology,

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including our inspection software.

and data and technology, including our inspection software.

If we introduce new products and services or expand existing offerings on our marketplace platform, we may incur losses or otherwise fail to enter these markets successfully.

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We participate in a highly competitive industry, and pressure from existing and new companies may adversely affect our business, results of operations and financial condition.

We mainly compete with large, national physical vehicle auction companies, such as Manheim, a subsidiary of Cox Enterprises, Inc., Adesa, a subsidiary of Carvana, and OPENLANE.

We mainly compete with large, national vehicle auction companies, such as Manheim, a subsidiary of Cox Enterprises, Inc., Adesa, a subsidiary of Carvana, and OPENLANE.

The physical vehicle auction market in North America is largely consolidated, with Manheim and Adesa serving as large players in the market.

Manheim has expanded into online wholesale marketplaces and auctions, and OPENLANE is also competing in the online wholesale auction market.

Manheim has expanded into online wholesale marketplaces and auctions, and OPENLANE is competing in the online wholesale auction market.

We also compete with smaller chains of auctions and independent auctions in the physical market, and with a number of smaller digital marketplace companies.

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For example, an erosion of retail demand for new and used vehicles including, but not limited to, as a result of the imposition of tariffs and retaliatory actions taken in response thereto, could cause lenders to reduce originations of new loans and leases, and lead to manufacturing capacity reductions by automakers selling vehicles in the United States.

Capacity reductions or supply shortages, including as a result of disruptions to supply chains, could depress the number of vehicles coming to the wholesale market in the future and could lead to reduced

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numbers of vehicles from various suppliers, negatively impacting auction volumes.

If the supply of used vehicles coming to the wholesale market declines, our revenue and profitability may be harmed.

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Under the Go Green assurance program, we have the opportunity to relist the vehicle if the original transaction is unwound due to errors in the inspection report.

However, the second buyer may only be willing to pay a lower price for the vehicle than the first buyer, and we bear the risk of loss for such resale as well, which may adversely affect our business, results of operations and financial condition.

However, the second buyer may only be willing to pay a lower price for the vehicle than the first

buyer, and we bear the risk of loss for such resale as well, which may adversely affect our business, results of operations and financial condition.

We have exposure to credit risk with our dealer borrowers, which could have a negative impact on our business, results of operation and financial condition.

We are subject to credit risk resulting from defaults on payments by our dealer borrowers on our floorplan loans.

A weak economic environment, degradations in the value of used vehicles or consumers' financing becoming more expensive could exert pressure on our dealer customers resulting in higher delinquencies, repossessions, and losses for us.

There can be no assurances that monitoring of our credit risk as it affects the collectability of loans and our efforts to mitigate credit

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exposure through underwriting policies and risk-mitigation strategies will be sufficient to prevent a negative impact on our business, results of operations and financial condition.

We are subject to credit and fraud risk resulting from defaults on payments by our dealer borrowers on our floorplan loans, as well as from fraud by dealer borrowers.

A weak economic environment, fraud by dealer borrowers, borrowers' use of multiple lenders, degradations in the value of used vehicles or consumers' financing becoming more expensive could exert pressure on our dealer customers resulting in higher delinquencies, repossessions, collection efforts, customer bankruptcies, and losses for us.

In particular, we recorded a loss of $18.7 million for the year ended December 31, 2025 related to the bankruptcy of Tricolor Holdings LLC and certain of its affiliates.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Tricolor Bankruptcy".” for more information.

There can be no assurances that monitoring of our credit and fraud risk as it affects the collectability of loans and our efforts to mitigate credit exposure through underwriting policies and risk-mitigation strategies will be sufficient to prevent a negative impact on our business, results of operations and financial condition.

Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our business, results of operations and financial condition.

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Any such acquisition or investment may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures.

In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products and marketplace platform capabilities, personnel or operations of any acquired companies, particularly if the key personnel of an acquired company choose not to work for us, their software is not easily adapted to work with our marketplace platform, or we have difficulty retaining the customers or vendors of any acquired business due to changes in ownership, management or otherwise.

These transactions may also disrupt our business, divert our resources, and require significant management attention and financial investment that would otherwise be available for development of our existing business.

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Moreover, our acquisition strategy related to Remarketing Centers involves certain risks.

In connection with any acquired business, we will need to ensure the security of vehicles and safety of our employees and customers, negotiate favorable lease terms, obtain any necessary permits and licenses, hire, train and retain our personnel, and coordinate with our digital marketplace so as to minimize any internal competition.

At the Remarketing Centers we will need to ensure the security of vehicles and safety of our employees and customers, negotiate favorable lease terms, obtain any necessary permits and licenses, hire, train and retain our personnel, and coordinate with our digital marketplace so as to minimize any internal competition.

Live auctions at the Remarketing Centers may be delayed or canceled due to weather-related or other events.

If any acquired business fails to achieve, or is unable to sustain, acceptable profitability levels, our business, results of operations and financial condition may be adversely affected.

If any acquired Remarketing Center fails to achieve, or is unable to sustain, acceptable profitability levels, our business, results of operations and financial condition may be adversely affected.

We bear settlement risk for vehicles sold through our marketplace platform.

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Failure to deal effectively with fraudulent activities on our marketplace platform, could harm our business.

In addition, we face risks with respect to fraudulent activities on our marketplace platform, including the sale of illegally-acquired vehicles through our auction marketplace, the unauthorized entry into and use of our marketplace platform by persons who do not meet our criteria and standards, and participation of buyers in our marketplace platform who have no intention to pay.

In addition, we face risks with respect to fraudulent activities on our marketplace platform, including the sale of illegally-acquired vehicles through our auction marketplace, the unauthorized entry into and use of our marketplace platform by persons who do not meet our criteria and standards, the provision of fraudulent titles by selling dealers, participation of buyers in our marketplace platform who have no intention to pay, and transportation-related fraud.

For example, we have previously received complaints from a small number of buyers who purchased vehicles which were later determined to have been stolen.

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Allegations of fraudulent activity on our auction marketplace, even if untrue, may materially and adversely impact our business, results of operations, financial condition and reputation, as well as our ability to attract new customers and retain current customers.

Although we have implemented measures designed to detect and reduce the occurrence of fraudulent activities on our marketplace platform and combat bad customer experiences, there can be no assurance that these measures will be effective in combating fraudulent transactions or improving overall satisfaction among sellers, buyers, and other

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participants.

Additional measures to address fraud could negatively affect the attractiveness of our services to buyers or sellers, resulting in a reduction in the ability to attract new customers or retain current customers.

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As a result of these seasonal fluctuations, our results in any quarter may not be indicative of the results we may achieve in any subsequent quarter or for the full year, and period-to-period comparisons of our results of operations may not be meaningful.

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If the quality of our customer experience, our reputation or our brand were negatively affected, our business, results of operations and financial condition may be harmed.

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Even the perception of a decrease in the quality of our customer experience or brand could impact results.

Our high rate of growth makes maintaining the quality of our customer experience more difficult.

Our continued growth makes maintaining the quality of our customer experience more difficult.

Complaints or negative publicity about our business practices, inspection quality, compliance with applicable laws and regulations, data privacy and security or other aspects of our business, including on blogs and social media websites, could diminish customer confidence in our marketplace platform and adversely affect our brand, irrespective of their validity.

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We rely on third-party carriers to transport vehicles throughout the United States and are subject to business risks and costs associated with such carriers and with the transportation industry, many of which are out of our control.

We rely on third-party carriers to transport vehicles sold through our marketplace to our customers.

We rely on third-party carriers to transport vehicles sold through our marketplace platform to our customers.

As a result, we are exposed to risks associated with the transportation industry such as weather, traffic patterns, local and federal regulations, vehicular crashes, gasoline prices, driver shortages, unauthorized subcontracting, and lack of reliability of many independent carriers.

Our third-party carriers who deliver vehicles to our customers could adversely affect the customer experience if they do not perform to our standards of timeliness and care while handling the vehicles, which may harm our business.

Our future growth and profitability relies on the effectiveness and efficiency of our sales and marketing efforts, and these efforts may not be successful.

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Our marketing initiatives aim to drive brand awareness and engagement among dealers and commercial partners in order to position us as the trusted online wholesale marketplace.

We acquire new dealers and commercial partners through a variety of marketing channels including digital, such as social media and search engine optimization, direct marketing, such as brand-oriented marketing campaigns, and outbound business development, and we have expanded our in-house marketing significantly in recent years.

Future growth and profitability will depend in part on the cost and efficiency of our promotional advertising and marketing programs and related expenditures, including our ability to create greater awareness of our marketplace platform and brand name, to appropriately plan for future expenditures and to drive the promotion of

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our marketplace platform.

If we are unable to recover our marketing costs through increases in customer traffic and incremental sales, or if our marketing campaigns are not successful or are terminated, our growth may suffer and our business may be harmed.

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We are dependent on the supply of used vehicles in the wholesale market, and our financial performance depends, in part, on conditions in the automotive industry.

During past global economic downturns, there has been an erosion of retail demand for new and used vehicles that, together with other factors such as financial market instability, led many lenders to reduce originations of new loans and leases and led to significant manufacturing capacity reductions by automakers selling vehicles in the United States and Canada.

reductions by automakers selling vehicles in the United States and Canada.

Capacity reductions could depress the number of vehicles that become part of the wholesale market in the future and could lead to reduced numbers of vehicles from various suppliers, negatively impacting our volumes.

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Consumer purchases of new and used vehicles may also be adversely affected by economic conditions such as employment levels, wage and salary levels, trends in consumer confidence and spending, reductions in consumer net worth, interest rates, inflation, the availability of consumer credit, tariffs, and taxation policies.

Consumer purchases in general may decline during recessions, periods of prolonged declines in the equity markets or housing markets and periods

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when disposable income and perceptions of consumer wealth are lower.

Consumer purchases in general may decline during recessions, periods of prolonged declines in the equity markets or housing markets and periods when disposable income and perceptions of consumer wealth are lower.

Changes to U.S.

federal tax policy may negatively affect consumer spending.

In addition, the market for used vehicles may be impacted by the significant, and likely accelerating, changes to the broader automotive industry, which may render our existing or future business model or our auction marketplace and value-added products and services less competitive, unmarketable or obsolete.

In addition, the market for used vehicles may be impacted by changes to the broader automotive industry, which may render our existing or future business model or our auction marketplace and value-added products and services less competitive, unmarketable or obsolete.

For example, technology is currently being developed to produce automated, driverless vehicles that could reduce the demand for, or replace, traditional vehicles, including the used vehicles that are sold through our marketplace.

Additionally, ride-hailing and ride-sharing services are becoming increasingly popular as a means of transportation and may decrease consumer demand for the used vehicles, particularly as urbanization increases.

Additionally, ride-hailing and ride-sharing services are popular as a means of transportation and may decrease consumer demand for the used vehicles, particularly as urbanization increases.

To the extent retail and rental car company demand for new and used vehicles decreases, negatively impacting our volumes, our business, results of operations and financial condition could be materially and adversely affected.

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Our business is subject to the risk of natural disasters, adverse weather events, global pandemics, and other catastrophic events, and to interruption by man-made problems such as geopolitical tensions, armed conflicts and acts of terrorism.

Our business is vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, acts of war, adverse weather events, global pandemics, geopolitical tensions, armed conflicts, acts of terrorism, human errors, infrastructure failures, energy crises and similar events.

The third-party systems and operations on which we rely are subject to similar risks.

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Such products, services, and technologies, which are rapidly evolving, include those that use artificial intelligence.

We might lack sufficient resources to continue to make the significant investments in information technology, including artificial intelligence, to compete with our competitors.

We might lack sufficient resources to continue to make the significant investments or improvements in information technology and data security, including artificial intelligence, to compete with our competitors.

Certain information technology initiatives that management considers important to our long-term success will require capital investment, have significant risks associated with their execution, and could take several years to implement.

We may not be able to develop or implement these initiatives in a cost-effective, timely manner or at all.

There can be no assurance that others will not acquire similar or superior technologies sooner than we do or that we will acquire technologies on an exclusive basis or at a

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significant price advantage.

There can be no assurance that others will not acquire similar or superior technologies sooner than we do or that we will acquire technologies on an exclusive basis or at a significant price advantage.

If we do not accurately predict, prepare and respond to new kinds of technology innovations, market developments and changing customer needs, our business may be harmed.

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Our business is dependent on the integrity, security and efficient operation of these systems and technologies.

Our systems and operations or those of our third-party vendors and partners could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry, cyber-attacks, security breaches, acts of terrorism, human error, vandalism or sabotage, financial insolvency, bankruptcy and similar events or incidents.

Our systems and operations or those of our third-party vendors and partners could be exposed to

damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry, cyber-attacks, security breaches, acts of terrorism, human error, vandalism or sabotage, financial insolvency, bankruptcy and similar events or incidents.

The failure of these systems to perform as designed, the failure to maintain or update these systems as necessary, the failure of these systems to comply with applicable laws, regulations, rules, industry codes of conduct, policies, standards or other obligations, the vulnerability of these systems to security breaches, cyber-attacks or other similar incidents, or the inability to enhance our information technology capabilities, and our inability to find suitable alternatives could disrupt our operations and harm our business.

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We may experience significant interruptions to our systems in the future.

Interruptions in these systems, whether due to system failures, programming or configuration errors, bugs, vulnerabilities, computer viruses, physical or electronic break-ins or similar events, could affect the availability of our inventory on our marketplace platform and prevent or inhibit the ability of customers to access our marketplace

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Problems with the reliability or security of our systems could harm our reputation, result in a loss of customers and result in additional costs.

Problems faced by our third-party web-hosting providers, including Amazon Web Services and Google Cloud, could inhibit the functionality of our marketplace platform.

Actual or perceived problems with the reliability or security of our systems could harm our reputation, result in a loss of customers and result in additional costs.

Problems faced by our third-party providers, including web-hosting providers including Amazon Web Services and Google Cloud, could inhibit the functionality of our marketplace platform.

For example, our third-party web-hosting providers could close their facilities without adequate notice or suffer interruptions in service caused by cyber-attacks, natural disasters or other phenomena.

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and other adverse business consequences.

Our marketplace platform allows for the storage and transmission of our customers’ proprietary or confidential information, which may include personal information or other information.

We may use third-party service providers and subprocessors to help us deliver services, including payment services, to our customers.

These vendors may store or process confidential and personal information, payment card information, or other information on our behalf.

Our marketplace platform allows for the storage and transmission of our customers’ proprietary or confidential information, which may include personally identifiable information.

We use third-party service providers and subprocessors to help us deliver services, including payment services, to our customers.

These vendors may store or process confidential and personally identifiable information, payment card information, or other information on our behalf.

Security breaches, cyber-attacks and other similar incidents continue to increase, and marketplace platforms such as ours may be subject to such incidents.

These threats, which are becoming increasingly difficult to detect, are perpetuated by a variety of sources, including traditional computer “hackers,” employees or contractors engaging in theft or misuse, organized criminal threat actors, nation-states and nation-state-supported actors.

These threats, which are becoming increasingly difficult to detect, are perpetuated by a variety of sources, including traditional computer “hackers,” employees or contractors engaging in theft or misuse, newly-developed artificial intelligence technology, organized criminal threat actors, nation-states and nation-state-supported actors.

We and our third-party service providers may be subject to a variety of these evolving threats, including but not limited to social-engineering attacks (including through phishing attacks), viruses, denial-of-service attacks (such as credential stuffing), malware installation, ransomware attacks, supply-chain attacks, the malicious introduction of software bugs, or attempts to cause hardware failures.

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Similarly, supply chain-attacks have increased in frequency and severity and we cannot guarantee that third parties and infrastructure in our supply chain and our third-party partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems (including our products/services) or the third-party information technology systems that support us and our services.

While we have security measures in place designed to protect customer information and prevent data loss, security breaches, cyber-attacks and other similar incidents, there can be no assurance that our security measures or those of our third-party service providers that store or otherwise process certain of our and our customers’ information on our behalf will be effective in protecting against unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our confidential information, marketplace platform or our customers’ information, including personal information, particularly given that our ability to monitor our third-party service providers’ information security practices is limited.

While we have security measures in place designed to protect customer information and prevent data loss, security breaches, cyber-attacks and other similar incidents, there can be no assurance that our security measures or those of our third-party service providers that store or otherwise process certain of our and our customers’ information on our behalf will be effective in protecting against unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our confidential information, marketplace platform or our customers’ information, including personally identifiable information, particularly given that our ability to monitor our third-party service providers’ information security practices is limited.

The techniques used to sabotage or to obtain unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our marketplace platform, systems, networks or physical facilities in which our information or our customers' information is stored or through which information is transmitted change frequently and often are not identified until they are launched against a target, and we may be unable to implement adequate preventative measures or stop security breaches, cyber-attacks or other similar incidents while they are occurring.

We must continuously plan, develop and monitor our information technology networks and infrastructure to identify, protect, detect, respond to and recover from the risk of unauthorized access, misuse, malware, encryption, data exfiltration, phishing and other events that could have a security impact.

The security measures that we have integrated into our marketplace platform, systems, networks and physical facilities, which are designed to protect against, detect and minimize security breaches, cyber-attacks and other similar incidents, may not be adequate to prevent or detect service interruption, system failure or data loss.

Our marketplace platform, systems, networks, and physical facilities could also be breached or information could be

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otherwise compromised due to employee, contractor or customer error, negligence or malfeasance, if, for example, third parties fraudulently induce our employees, contractors or our customers to disclose information or user names or passwords, or otherwise compromise the security of our marketplace platform, networks, systems and physical facilities.

Our marketplace platform, systems, networks, and physical facilities could also be breached or information could be otherwise compromised due to employee, contractor or customer error, negligence or malfeasance, if, for example, third parties fraudulently induce our employees, contractors or our customers to disclose information or user names or passwords, or otherwise compromise the security of our marketplace platform, networks, systems and physical facilities.

Third parties may also exploit vulnerabilities in, or obtain unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to, marketplace platforms, systems, networks or physical facilities.

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Security incidents and attendant consequences may cause customers to stop using our products/services, deter new customers from using our products/services, and negatively impact our ability to grow and operate our business.

Our agreements with certain customers may require us to use industry-standard or reasonable measures to safeguard personal information.

Our agreements with certain customers may require us to use industry-standard or reasonable measures to safeguard personal and sensitive information.

A security breach, cyber-attack or other similar incident may cause us to breach our customer contracts.

A security breach, cyber-attack or other similar incident could lead to claims by our customers or other relevant stakeholders that we have failed to comply with such obligations.

An actual or perceived security breach, cyber-attack or other similar incident could lead to claims by our customers or other relevant stakeholders that we have failed to comply with such obligations.

As a result, we could be subject to legal action or our customers could end their relationships with us.

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We may be subject to indemnity demands, regulatory proceedings, audits, penalties or litigation based on our customers’ misuse of our marketplace platform with respect to such sensitive information and defending against such litigation and otherwise addressing such matters may be expensive, cause distraction and result in us incurring liability, all of which may harm our business.

Litigation resulting from security breaches, cyber-attacks or other similar incidents may adversely affect our business.

Litigation resulting from actual or perceived security breaches, cyber-attacks or other similar incidents may adversely affect our business.

Actual or alleged unauthorized access to our or our vendors’ platform, systems, networks, or physical facilities could result in litigation with our customers or other relevant stakeholders.

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In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.

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We are subject to stringent and changing data privacy and security laws, regulations, rules, industry code of conduct, policies, standards, and other obligations related to data privacy and security.

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The CCPA provides civil penalties for violations, as well as a private right of action for certain data breaches.

A number of other U.S states have also enacted, or are considering enacting comprehensive data privacy laws that share similarities with the CCPA, with at least four such laws (in Virginia, Colorado, Connecticut and Utah) having taken effect, or scheduled to take effect, in 2023.

There is also discussion in Congress of a new federal data privacy and security law to which.

we may become subject if it is enacted.

Various other U.S states have also enacted, or are considering enacting comprehensive data privacy laws that share similarities with the CCPA.

Congress also considers new federal data privacy and security laws from time to time, to which we may become subject if it is enacted.

The effects of the CCPA, and other similar state or federal laws, are potentially significant and may require us to modify our information processing practices and policies, incur substantial compliance costs and subject us to increased potential liability.

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These laws are not consistent, and compliance in the event of a widespread data breach is difficult and may be costly.

Upon our expansion into international markets, we and our third-party service providers may be subject to a new range of detailed and complex foreign laws regarding privacy and the processing of personal information and other data, most notably the General Data Protection Act Regulation (“GDPR”).

With our expansion into international markets, we and our third-party service providers may be subject to a new range of detailed and complex foreign laws regarding privacy and the processing of personal information and other data, most notably the General Data Protection Act Regulation (“GDPR”).

The GDPR, together with national legislation, regulations and guidelines of the European Union member states governing the processing of personal data, impose strict obligations and restrictions on the ability to collect, use, retain, protect, disclose, transfer and otherwise process personal data.

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Additionally, new laws or regulations could be enacted, further complicating our compliance efforts.

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laws, regulations, rules, industry codes of conduct, policies, standards or other legal or contractual obligations, may result in, among other things, governmental or regulatory investigations, enforcement actions, regulatory or other fines, orders requiring that we change our practices, criminal compliance orders, claims for damages by affected individuals or litigation or public statements against us by consumer advocacy groups or others, and could cause customers to lose trust in us.

Any failure or perceived failure by us or third parties we work with to comply with our policies, disclosures and obligations to customers, industry oversight organizations, or other third parties, or applicable data privacy and security laws, regulations, rules, industry codes of conduct, policies, standards or other legal or contractual obligations, may result in, among other things, governmental or regulatory investigations, enforcement actions, regulatory or other fines, orders requiring that we change our practices, criminal compliance orders, claims for damages by affected individuals or litigation or public statements against us by consumer advocacy groups or others, and could cause customers to lose trust in us.

Any of the foregoing could be costly and have an adverse effect on our reputation, business, results of operations and financial condition, including but not limited to:

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As part of our efforts to protect our intellectual property, technology and confidential information, a majority of our employees and consultants have entered into confidentiality and assignment of inventions agreements, and we also require certain third parties to enter into nondisclosure agreements.

However, we may fail to enter into such agreements with all applicable parties, and such agreements may also not effectively grant all necessary rights to any inventions that may have been developed by our employees and consultants.

However, we may fail to enter into such agreements with all applicable parties, and such agreements may also not effectively grant all necessary rights to any inventions that may have

been developed by our employees and consultants.

In addition, such agreements may not be self-executing, may not effectively prevent misappropriation or unauthorized use or disclosure of our trade secrets, confidential information, intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our trade secrets, confidential information, intellectual property or technology.

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Accordingly, the remedies and damages available to us for unauthorized use of our software may be limited.

Our trade secrets, know-how

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and other proprietary materials may be revealed to the public or our competitors or independently developed by our competitors and no longer provide protection for the related technology.

Our trade secrets, know-how and other proprietary materials may be revealed to the public or our competitors or independently developed by our competitors and no longer provide protection for the related technology.

Enforcing a claim that a third party illegally disclosed or obtained and is using any of our internally developed information or technology may be difficult, expensive and time-consuming, and the outcome is unpredictable.

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Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses, and could distract our technical and management personnel from their normal responsibilities.

In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive the foregoing to be negative, it could have a material adverse effect on the price of our Class A common stock.

Moreover, any uncertainties resulting from the initiation and continuation of any legal proceedings could have a material adverse effect on our ability to raise the funds necessary to continue our operations.

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If we fail to adequately protect or enforce our rights under these trademarks, we may lose the ability to use those trademarks or to prevent others from using them, which could adversely harm our reputation and our business.

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States and internationally, and seek to prevent our use and registration of our trademarks in certain jurisdictions.

While we have secured registration of several of our trademarks in the United States, and are actively seeking additional registrations in the United States and Canada, it is possible that others may assert senior rights to similar trademarks, in the United States and internationally, and seek to prevent our use and registration of our trademarks in certain jurisdictions.

Our pending trademark or service mark applications may not result in such marks being registered, and we may not be able to use these trademarks or service marks to commercialize our technologies in the relevant jurisdictions.

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As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms.

Some open source software licenses require users who distribute or make available across a network software and services that include open source software to publicly disclose all or part of the source code to such software and/or make available any derivative works of the open source code, which could include valuable proprietary code, on unfavorable terms or at no cost.

Some open source software licenses require users who distribute or make available across a network software and services that include open source software to publicly disclose

all or part of the source code to such software and/or make available any derivative works of the open source code, which could include valuable proprietary code, on unfavorable terms or at no cost.

While we monitor the use of open source software and try to ensure that none is used in a manner that would require us to disclose our internally developed source code, including that of our marketplace platform, or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous and may not have been tested in a court of law, resulting in a dearth of guidance regarding the proper legal interpretation of such licenses.

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Any of the foregoing, including a requirement to publicly disclose our internally developed source code or pay damages for breach of contract, could have a material adverse effect on our business, results of operations and financial condition and could help our competitors develop services that are similar to or better than ours.

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We rely on third-party providers to perform payment-related services on our behalf, and the failure of such third-parties to adequately perform such services or comply with applicable laws could harm our business.

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Any failure or claim of failure on our part or the part of our third-party service providers to comply with applicable laws and regulations relating to payments could require us to expend significant resources, result in liabilities, limit or preclude our ability to enter certain markets and harm our reputation.

We utilize artificial intelligence, which could expose us to liability or adversely affect our business.

We use, or may in the future use, artificial intelligence, including generative artificial intelligence, machine learning and similar tools and technologies (collectively, “AI”) in connection with our business.

The use of generative artificial intelligence, a relatively new and emerging technology in the early stages of commercial use, exposes us to additional risks, such as damage to our reputation, competitive position, and business, legal and regulatory risks and additional costs.

While AI technologies and AI-based systems may help provide more tailored or personalized user experiences, if the content, analyses, or recommendations provided by such technologies and systems producing in our products and services are, or are perceived to be, deficient, inaccurate, biased, unethical or otherwise flawed, our reputation, competitive position and business may be materially and adversely affected.

Additionally, if any of our employees, contractors, consultants, vendors or service providers use any third-party AI-powered software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure or incorporation of our confidential information into training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect and enforce our intellectual property or confidential information, harming our competitive position and business.

Output created by us using AI tools or technologies may not be subject to copyright protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such content.

To the extent that we do not have sufficient rights to use the data or other material or content used in or produced by the AI tools or technologies used in our business, or if we experience cybersecurity incidents in connection with our use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, data protection and cybersecurity, publicity, contractual or other rights.

Further, our competitors or other third parties may incorporate AI into their products or services more quickly or more successfully than us, which could impair our ability to compete effectively.

In addition, the regulatory framework for AI and similar technologies, is changing rapidly.

It is possible that new laws and regulations will be adopted in the United States and in non-U.S.

jurisdictions, or that existing laws and regulations may be interpreted, in ways that would affect the operation of our products and services and the way in which we use AI and similar technologies.

We may not be able to adequately anticipate or respond to these evolving laws and regulations, and we may need to expend additional resources to adjust our offerings in certain jurisdictions if applicable legal frameworks are inconsistent across jurisdictions.

Further, the cost to comply with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations.

As AI becomes more prevalent, we anticipate that it will continue to present new or unanticipated ethical, reputational, technical, operational, legal, competitive and regulatory issues, among others.

We expect that our incorporation of AI in our business will require additional resources, including the incurrence of additional costs, to develop and maintain our products, services and processes to minimize potentially harmful or unintended consequences, to comply with applicable and emerging laws and regulations, to maintain or extend our competitive position, and to address any ethical, reputational, technical, operational, legal, competitive or regulatory issues which may arise as a result of any of the foregoing.

As a result, the challenges presented with our use of AI could adversely affect our business, financial condition and results of operations.

Risks Related to Government Regulation and Litigation

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We are subject to laws and regulations affecting public companies, including securities laws and exchange listing rules.

The violation of any of these laws or regulations could result in administrative, civil or criminal penalties or in a

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cease-and-desist order against our business operations, any of which could damage our reputation and adversely affect our business.

The violation of any of these laws or regulations could result in administrative, civil or criminal penalties or in a cease-and-desist order against our business operations, any of which could damage our reputation and adversely affect our business.

We have incurred and will continue to incur capital and operating expenses and other costs to comply with these laws and regulations.

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Our net operating loss carryforwards, or NOLs, and certain other tax attributes could expire unused and be unavailable to offset future income tax liabilities because of their limited duration or because of restrictions under U.S.

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Federal NOLs generated in tax years beginning before January 1, 2018 are only permitted to be carried forward for 20 taxable years under applicable U.S.

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federal and state NOLs of $360.9 million and $318.6 million, respectively.

federal NOLs, $12.3 million will expire beginning in the year 2035 and $335.7 million will carry forward indefinitely.

federal NOLs, $12.3 million will expire beginning in

the year 2035 and $348.6 million will carry forward indefinitely.

As of December 31, 2025, we had Foreign NOLs of $22.5 million, which will carryforward indefinitely.

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As a public company, we have incurred and will continue to incur significant finance, legal, accounting and other expenses, including director and officer liability insurance.

The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of The Nasdaq Stock Market, and other applicable securities rules and regulations impose various requirements on public companies.

The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of The New York Stock Exchange, and other applicable securities rules and regulations impose various requirements on public companies.

Our management and other personnel devote a substantial amount of time to compliance with these requirements.

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We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

We are obligated to maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on an annual basis.

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As a “large accelerated filer” under the Exchange Act, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting on an annual basis.

We have been engaged in the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404, and our continued compliance with Section 404 will require that we incur substantial expenses and expend significant management efforts.

Continued compliance with Section 404 will require that we incur substantial expenses and expend significant management efforts.

During the evaluation and testing process of our internal controls in future years, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective.

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misstated and result in the loss of investor confidence or delisting and cause the market price of our common stock to decline.

If material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely basis or help prevent fraud, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause the market price of our common stock to decline.

If we have material weaknesses in the future, it could affect the financial results that we report or create a perception that those financial results do not fairly state our results of operations or financial condition.

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Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our results of operations or cause us to fail to meet our future reporting obligations.

Risks Related to Ownership of Our Class A Common Stock

Risks Related to Ownership of Our Common Stock

Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute all other stockholders.

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As part of our business strategy, we may acquire or make investments in companies and issue equity securities to pay for any such acquisition or investment.

Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.

Our stock price may be volatile, and the value of our Class A common stock may decline.

The market price of our Class A common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including:

Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Common stock to decline.

Our stock price may be volatile, and the value of our Common stock may decline.

The market price of our Common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including:

• actual or anticipated fluctuations in our results of operations and financial condition;

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• our involvement in litigation;

• future sales of our Class A common stock by us or our stockholders;

• future sales of our Common stock by us or our stockholders;

• changes in senior management or key personnel;

• the trading volume of our Class A common stock;

• the trading volume of our Common stock;

• changes in the anticipated future size and growth rate of our market;

• general economic and market conditions.

Broad market and industry fluctuations, as well as general economic, political, regulatory, and market conditions, may also negatively impact the market price of our Class A common stock.

Sales of our Class A common stock in the public market could cause the market price of our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock in the public market, or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair our ability to raise

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capital through the sale of additional equity securities.

Many of our stockholders who held our capital stock prior to the completion of our IPO have substantial unrecognized gains on the value of the equity they hold based upon the price at which shares were sold in our IPO, and therefore they may take steps to sell their shares or otherwise secure the unrecognized gains on those shares.

We are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our Class A common stock.

Broad market and industry fluctuations, as well as general economic, political, regulatory, and market conditions, may also negatively impact the market price of our Common stock.

Sales of our Common stock in the public market could cause the market price of our Common stock to decline.

Sales of a substantial number of shares of our Common stock in the public market, or the perception that these sales might occur, could depress the market price of our Common stock and could impair our ability to raise capital through the sale of additional equity securities.

Some of our stockholders who held our capital stock prior to the completion of our IPO have unrecognized gains on the value of the equity they hold, and therefore they may take steps to sell their shares or otherwise secure the unrecognized gains on those shares.

We are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our Common stock.

During the fourth quarter of 2024, the number of outstanding shares of our Class B common stock declined such that the total number of outstanding shares of our Class B common stock represented less than 5% of the aggregate number of outstanding shares of our Class A common stock and our Class B common stock.

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This resulted in 3,550,142 shares of Class A common stock being issued on December 31, 2024 with the related shares of Class B common stock being cancelled.

In addition, there were 3,859,793 shares of Class A common stock issuable upon the exercise of options as of December 31, 2024.

There were also 7,868,735 shares of Class A common stock issuable upon the vesting of restricted stock units, or RSUs, outstanding as of December 31, 2024.

We have registered all of the shares of Class A common stock issuable upon exercise or vesting of outstanding options or RSUs, respectively, or other equity incentives we may grant in the future, for public resale under the Securities Act.

The shares of Class A common stock will become eligible for sale in the public market to the extent such options are exercised, subject to compliance with applicable securities laws.

Further, based on shares outstanding as of December 31, 2024, holders of a significant percentage of our capital stock, had rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.

If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, the market price and trading volume of our Class A common stock could decline.

The market price and trading volume of our Class A common stock will be heavily influenced by the way analysts interpret our financial information and other disclosures.

We amended and restated our certificate of incorporation in 2025 to reclassify our Class A common stock to Common stock.

In addition, there were approximately 1,676,000 shares of Common stock issuable upon the exercise of options as of December 31, 2025.

There were also approximately 8,714,000 shares of Common stock issuable upon the vesting of restricted stock units, or RSUs, outstanding as of December 31, 2025.

We have registered all of the shares of Common stock issuable upon exercise or vesting of outstanding options or RSUs, respectively, or other equity incentives we may grant in the future, for public resale under the Securities Act.

The shares of Common stock will become eligible for sale in the public market to the extent such options are exercised, subject to compliance with applicable securities laws.

If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, the market price and trading volume of our Common stock could decline.

The market price and trading volume of our Common stock will be heavily influenced by the way analysts interpret our financial information and other disclosures.

We do not have control over these analysts.

If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, our stock price could be negatively affected.

If securities or industry analysts do not publish research or reports about our business, downgrade our Class A common stock, or publish negative reports about our business, our stock price would likely decline.

If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which might cause our stock price to decline and could decrease the trading volume of our Class A common stock.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A common stock.

If securities or industry analysts do not publish research or reports about our business, downgrade our Common stock, or publish negative reports about our business, our stock price would likely decline.

If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Common stock could decrease, which might cause our stock price to decline and could decrease the trading volume of our Common stock.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management.

Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that:

• authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our Class A common stock;

• require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

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• provide that our directors may be removed for cause only upon the vote of at least 66 2 ⁄ 3 % of our outstanding shares of voting stock;

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• provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;

• require the approval of our board of directors to amend our bylaws and the approval of the holders of at least 66 2 ⁄ 3 % of our outstanding shares of voting stock to amend certain provisions of our certificate of incorporation.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.

responsible for appointing the members of our management.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally, subject to certain exceptions, prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

Any of the foregoing provisions could limit the price that investors might be willing to pay in the future for shares of our Class A common stock, and they could deter potential acquirers of our company, thereby reducing the likelihood that holders of our Class A common stock would receive a premium for their shares of our Class A common stock in an acquisition.

Any of the foregoing provisions could limit the price that investors might be willing to pay in the future for shares of our Common stock, and they could deter potential acquirers of our company, thereby reducing the likelihood that holders of our Common stock would receive a premium for their shares of our Common stock in an acquisition.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

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If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business.

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We do not intend to pay dividends for the foreseeable future.

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In addition, our ability to pay dividends on our capital stock is currently limited by the covenants of our credit facilities and may be further restricted by the terms of any future debt or preferred securities.

Accordingly, holders of our Class A common stock may need to rely on sales of their holdings of Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Accordingly, holders of our Common stock may need to rely on sales of their holdings of Common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors