What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-27 · 791 added, 720 removed, 1925 unchanged (44% of the section changed)

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market price of our Class A common stock could decline and you could lose part or all of your investment.

Risks Related to Our Limited Operating History and Recent Growth Rates

Risks Related to Our Limited Operating History and Historical Growth Rates

Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the

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be adversely affected.

Our recent growth rates may not be sustainable or indicative of future growth.

Our historical growth rates may not be sustainable or indicative of future growth.

Our historical rate of growth may not be sustainable or indicative of our future rate of growth.

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prescription transactions revenue will be impacted by recent and future retail pharmacy store closures, and that subscription

revenue may decrease, while pharma manufacturer solutions revenue may continue to grow as a percentage of total

revenue in the near to medium term.

We believe that our ability to improve or maintain revenue and margins and obtain

profitability, will depend upon, among other factors, our ability to address the challenges, risks and difficulties described

elsewhere in this Part I, Item 1A, “Risk Factors” and the extent to which our various offerings grow, organically and through

acquisitions, and contribute to our results of operations.

We cannot provide assurance that we will be able to successfully

manage any such challenges or risks to our future growth.

In addition, our base of consumers may not continue to grow or

may decline due to a variety of risks, including increased competition, changes in the dynamics among industry participants

and us, changes in the regulatory landscape and the maturation of our business.

Any of these factors could cause our

revenue growth to decline and may adversely affect our margins and profitability.

Failure to grow our revenue or improve

margins would have a material adverse effect on our business, financial condition and results of operations.

You should not

rely on our historical rate of revenue growth for any prior quarterly or annual period as an indication of our future

revenue may decrease, while pharma direct revenue may continue to grow as a percentage of total revenue in the near to

We believe that our ability to improve or maintain revenue and margins and sustain profitability, will depend

upon, among other factors, our ability to address the challenges, risks and difficulties described elsewhere in this Part I, Item

1A, “Risk Factors” and the extent to which our various offerings grow, organically and through acquisitions, and contribute to

our results of operations.

We cannot provide assurance that we will be able to successfully manage any such challenges or

risks to our future growth.

In addition, our base of consumers may not continue to grow or may decline due to a variety of

risks, including increased competition, changes in the dynamics among industry participants and us, changes in the

regulatory landscape and the maturation of our business.

Any of these factors could cause our revenue growth to decline

and may adversely affect our margins and profitability.

Failure to grow our revenue or improve margins would have a

material adverse effect on our business, financial condition and results of operations.

You should not rely on our historical

rate of revenue growth for any prior quarterly or annual period as an indication of our future performance.

Our results of operations vary and may fluctuate significantly from period-to-period.

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cold and flu trends.

We may experience stronger demand for our pharma manufacturer solutions offering during the fourth

quarter of each year, which coincides with pharma manufacturers' annual budgetary spending patterns.

Additionally, a

majority of our pharma manufacturer solutions revenue in any given quarter is derived from contracts entered into with our

customers during previous quarters.

Consequently, a decline in new or renewed contracts in any one quarter may not be

fully reflected in our revenue for that quarter.

The changing retail pharmacy landscape, as well as the grocer issue and the

impact of COVID-19 may have masked some of these trends in recent periods and may continue to impact these trends in

As an extension of the changing retail pharmacy landscape, we have seen and continue to expect heightened

renegotiations between pharmacies and PBMs as a result of the pharmacies' increased focus on rationalizing their

spending, which in turn has had and may continue to have an adverse impact on our prescription transactions revenue.

cumulative effects of such factors could result in large fluctuations and unpredictability in our quarterly and annual results of

As a result, comparing our results of operations on a period-to-period basis may not be meaningful and investors

should not rely on our past results as an indication of our future performance.

We may experience stronger demand for our pharma direct offering during the fourth quarter of each

year, which coincides with pharma manufacturers' annual budgetary spending patterns.

Additionally, a majority of our

pharma direct revenue in any given quarter is derived from contracts entered into with our customers during previous

Consequently, a decline in new or renewed contracts in any one quarter may not be fully reflected in our revenue

for that quarter.

PBM-pharmacy issues such as actions taken by a grocery chain in 2022 that impacted acceptance of

discounted pricing for a subset of prescription drugs from PBMs and whose pricing we promote on our platform (the "grocer

issue"), including changes in the retail landscape, as well as macroeconomic events may have masked some of these

trends in recent periods and may continue to impact these trends in the future.

For example, we expect that the closure of

Rite Aid stores, which is reflective of the changing retail pharmacy landscape, will adversely impact our revenues in the year

ending December 31, 2026.

As an extension of the changing retail pharmacy landscape, we have seen and continue to

expect heightened renegotiations between pharmacies and PBMs as a result of the pharmacies' increased focus on

rationalizing their spending, which in turn has had and may continue to have an adverse impact on our prescription

transactions revenue.

The cumulative effects of such factors could result in large fluctuations and unpredictability in our

quarterly and annual results of operations.

As a result, comparing our results of operations on a period-to-period basis may

not be meaningful and investors should not rely on our past results as an indication of our future performance.

This variability and unpredictability could also result in our failing to meet the expectations of industry or financial

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consumers or increase consumer engagement, our business, financial condition, and results of operations will be adversely

We rely significantly on our prescription transactions offering and may not be successful in expanding our

offerings within our markets, particularly the U.S.

prescriptions market, or to other segments of the healthcare

We rely significantly on our prescription transactions offering and may not be successful in expanding or

maintaining our offerings within our markets, particularly the U.S.

prescriptions market, or to other segments of the

healthcare industry.

To date, the majority of our revenue has been derived from our prescription transactions offering.

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of mail delivery prescriptions, changes in our relationships with industry participants and our various partners, changes in the

regulatory landscape, and other factors could result in changes to our contracts or a decline in our total revenu e, which have

had and ma y continue to have an adverse effect on our business, financial condition and results of operations.

regulatory landscape, and other factors could result in changes to our contracts or a decline in our total revenue, which have

had and may continue to have an adverse effect on our business, financial condition, and results of operations.

derive a majority of our revenue from our prescription transactions offering, any material decline in the use of such offering

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revenue and results of operations, particularly if we are unable to expand our offerings overall.

We seek to expand our offerings within the prescriptions market and the pharma manufacturer solutions market in the

United States, and we are actively investing in these growth areas.

We also continue to focus on the optimization of our

existing partnerships and have entered into, and may in the future enter into, new or revised agreements with industry

participants, and have also terminated, and may in the future terminate, existing arrangements with industry participants.

However, expanding our offerings, entering into new markets and entering into new partnerships requires substantial

additional resources, and our ability to succeed is not certain.

During and following periods of active investment in such

offerings, markets, relationships and partnerships, we may experience a decrease in profitability or margins, particularly if

the area of investment generates lower margins than our other offerings.

As we attempt to expand our offerings and optimize

our partnerships, we may need to take additional steps, such as hiring additional personnel, partnering with new third parties

and incurring considerable research and development expenses, in order to pursue such expansion and optimization

successfully.

Any such expansion and/or optimization would be subject to additional uncertainties and would likely be subject

to additional laws and regulations.

As a result, we may not be successful in future efforts to expand into or achieve

profitability from new markets, new business models or strategies, new partnerships or new offering types, and our ability to

generate revenue from our current offerings and continue our existing business may be negatively affected.

expansion does not enhance our ability to maintain or grow revenue or recover any associated development costs, our

business, financial condition and results of operations could be adversely affected.

For example, in the first half

of 2025, we observed that one of our PBM partners began offering other third-party discount cards on their platform.

increased the direct competition we faced at the point-of-sale and had an adverse impact on our prescription transactions

We seek to expand our offerings within the prescriptions market and the pharma direct market in the United States, and

we are actively investing in these growth areas.

We also continue to focus on the optimization of our existing partnerships

and have entered into, and may in the future enter into, new or revised agreements with industry participants, and have also

terminated, and may in the future terminate, existing arrangements with industry participants.

However, expanding our

offerings, entering into new markets and entering into new partnerships requires substantial additional resources, and our

ability to succeed is not certain.

During and following periods of active investment in such offerings, markets, relationships

and partnerships, we may experience a decrease in profitability or margins, particularly if the area of investment generates

lower margins than our other offerings.

As we attempt to expand our offerings and optimize our partnerships, we may need

to take additional steps, such as hiring additional personnel, partnering with new third parties and incurring considerable

research and development expenses, in order to pursue such expansion and optimization successfully.

Any such expansion

and/or optimization would be subject to additional uncertainties and would likely be subject to additional laws and

As a result, we may not be successful in future efforts to expand into or achieve profitability from new markets,

new business models or strategies, new partnerships or new offering types, and our ability to generate revenue from our

current offerings and continue our existing business may be negatively affected.

If any such expansion does not enhance

our ability to maintain or grow revenue or recover any associated development costs, our business, financial condition, and

results of operations could be adversely affected.

Our business is subject to changes in medication pricing and is significantly impacted by pricing structures

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some of our contracts with certain of our partners contain provisions related to discount pricing, we do not control the overall

pricing strategies of pharma manufacturers, wholesalers, PBMs and pharmacies, each of which is motivated by independent

considerations and drivers that are outside our control and has the ability to set or significantly impact market prices for

different prescription medications.

While we have contractual and non-contractual relationships with certain industry

participants, such as pharmacies, PBMs and pharma manufacturers, these and other industry participants often negotiate

complex and multi-party pricing structures, and we have no control over these participants and the policies and strategies

that they implement in negotiating these multi-party pricing structures.

For example, the grocer issue had a material adverse

impact on our results of operations for the years ended December 31, 2023 and 2022 and while the impact has attenuated

in 2024, we expect that it will continue to have a sustained adverse impact in future periods.

pricing strategies of pharma manufacturers, wholesalers, PBMs, and pharmacies, each of which is motivated by

independent considerations and drivers that are outside our control and has the ability to set or significantly impact market

prices for different prescription medications.

While we have contractual and non-contractual relationships with certain

industry participants, such as pharmacies, PBMs, and pharma manufacturers, these and other industry participants often

negotiate complex and multi-party pricing structures, and we have no control over these participants and the policies and

strategies that they implement in negotiating these multi-party pricing structures .

For example, as an extension of the

changing retail pharmacy landscape in recent years, we have seen and continue to expect heightened renegotiations

between pharmacies and PBMs, including changes in retailer reimbursement models, as a result of the pharmacies'

increased focus on rationalizing their spending.

Pharma manufacturers generally direct medication pricing by setting medication list prices and offering rebates and

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medications, any of which could have an adverse effect on our ability to generate revenue and business.

changes in the fee and pricing structures among industry participants, whether due to regulatory requirements, competitive

pressures or otherwise, that reduce or adversely impact fees generated by PBMs or directly by us through partner

pharmacies would have an adverse effect on our ability to generate revenue and business.

Due in part to existing pricing

structures, we generate a smaller portion of our revenue through contracts with pharma manufacturers and other

intermediaries.

Changes in the roles of industry participants and in general pricing structures, increased regulatory scrutiny

and action against industry participants, as well as price competition among industry participants, could have an adverse

impact on our business.

changes in the fee and pricing structures among industry participants, whether due to regulatory requirements, executive

actions, tariffs, competitive pressures, or otherwise, that reduce or adversely impact fees generated by PBMs or directly by

us through partner pharmacies would have an adverse effect on our ability to generate revenue and business.

Due in part to

existing pricing structures, we generate a smaller portion of our revenue through contracts with pharma manufacturers and

other intermediaries.

Changes in the roles of industry participants and in general pricing structures, increased regulatory

scrutiny and action against industry participants, as well as price competition among industry participants, could have an

adverse impact on our business.

For example, integration of PBMs and pharmacy providers could result in pricing structures

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platform and, as a result, we generate a significant portion of our revenue from contracts with a limited number of PBMs.

work with dozens of PBMs that maintain cash networks and prices, and the number of PBMs we work with has significantly

increased over time, limiting the extent to which any one PBM contributes to our overall revenue;

however, we may not

expand beyond our existing PBM partners and the number of our PBM partners may even decline.

Revenue from each PBM

fluctuates from period to period as the discounts and prices available through our platform change, and different PBMs

experience increases and decreases in the volume of transactions processed through their respective networks.

some of our contracts contain exclusivity provision s, which could limit our ability to negotiate pricing terms as market prices

Our three largest PBM customers accounted for 27% of our revenue in 2024 , 32% of our revenue in 2023 and

31% of our revenue in 2022 .

In 2024 , no single PBM customer accounted f or more than 10% of our revenue .

2022 , one PBM customer accounted for more than 10% of our revenue .

The loss of any of these large PBM customers may

negatively impact the breadth of the pricing that we are able to offer consumers.

work with dozens of PBMs that maintain cash networks and prices, and the number of PBMs we work with has increased

over time, limiting the extent to which any one PBM contributes to our overall revenue;

however, we may not expand beyond

our existing PBM partners and the number of our PBM partners may even decline.

Revenue from each PBM fluctuates from

period to period as the discounts and prices available through our platform change, and different PBMs experience

increases and decreases in the volume of transactions processed through their respective networks.

Further, some of our

contracts contain exclusivity provisions, which could limit our ability to negotiate pricing terms as market prices fluctuate.

three largest PBM customers accounted for 22% of our revenue in 2025 , 27% of our revenue in 2024 , and 32% of our

revenue in 2023 .

In 2025 and 2024 , no single PBM customer accounted for more than 10% of our revenue .

In 2023 , one

PBM customer accounted for more than 10% of our revenue.

The loss of any of these large PBM customers may negatively

impact the breadth of the pricing that we are able to offer consumers.

Most of our PBM contracts provide for monthly payments from PBMs.

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Changes that limit or otherwise negatively impact our ability to

receive fees from these partners would have an adverse effect on our business, financial condition and results of operations.

Consolidation of PBMs or the loss of a PBM could negatively impact the discounts and prices that we present through our

platform and may result in less competitive discounts and prices on our platform.

receive fees from these partners would have an adverse effect on our business, financial condition, and results of

Consolidation of PBMs or the loss of a PBM could negatively impact the discounts and prices that we present

through our platform and may result in less competitive discounts and prices on our platform.

Our consumers use GoodRx codes at the point of purchase at nearby pharmacies .

These codes can be used at over

70,000 pharmacies in the United States.

prescriptions market is dominated by a limited number of national and

regional pharmacy chains, such as CVS, Kroger, Walmart and Walgreens.

These pharmacy chains represent a significant

portion of overall prescription medication transactions in the United States.

Similarly, a significant portion of our discounted

prices are used at a limited number of pharmacy chains and, as a result, a significant portion of our revenue is derived from

transactions processed at a limited number of pharmacy chains.

We have entered, and may in the future enter, into direct

contractual arrangements with pharmacies, which we refer to as our partner pharmacies, to offer discount prices to

consumers at such pharmacies.

Further, if counterparties and vendors we use to process prescriptions were to stop

providing services to us on acceptable terms, we may be unable to procure alternative services from other counterparties or

vendors in a timely and efficient manner and on similar acceptable terms.

Accordingly, we may incur significant costs to

resolve any such disruptions in services, which could have a material adverse effect on our business.

In the last year, many pharmacy chains announced plans to close thousands of retail pharmacy locations in the near

We derive a significant portion of our revenue from transactions processed at pharmacy chains.

If our consumers are

unable to access retail pharmacies, they may seek other options to fill their prescriptions, such as through mail delivery

services, or choose not to fill or refill existing prescriptions, which may adversely impact our revenues.

We do not generate a

significant percentage of revenue from mail delivery service.

To the extent consumer preferences change, including as a

result of public health concerns or due to retail pharmacy closures, we may not be able to accommodate sufficient demand

for mail delivery service which may have an adverse effect on our business, financial condition and results of operations.

prescriptions market is

dominated by a limited number of national and regional pharmacy chains, such as CVS, Kroger, Walmart and Walgreens.

These pharmacy chains represent a significant portion of overall prescription medication transactions in the United States.

Similarly, a significant portion of our discounted prices are used at a limited number of pharmacy chains and, as a result, a

significant portion of our revenue is derived from transactions processed at a limited number of pharmacy chains.

entered, and may in the future enter, into direct contractual arrangements with pharmacies, which we refer to as our partner

pharmacies, to offer discount prices to consumers at such pharmacies.

Further, if counterparties and vendors we use to

process prescriptions were to stop providing services to us on acceptable terms, we may be unable to procure alternative

services from other counterparties or vendors in a timely and efficient manner and on similar acceptable terms.

we may incur significant costs to resolve any such disruptions in services, which could have a material adverse effect on our

In recent years, many pharmacy chains have announced plans to close thousands of retail pharmacy locations and

thousands of retail pharmacy locations have closed .

We derive a significant portion of our revenue from transactions

processed at pharmacy chains.

If our consumers are unable to access retail pharmacies, they may seek other options to fill

their prescriptions, such as through mail delivery services, or choose not to fill or refill existing prescriptions, which may

adversely impact our revenues.

We do not generate a significant percentage of revenue from mail delivery service .

extent consumer preferences change, including as a result of public health concerns or due to retail pharmacy closures, we

may not be able to accommodate sufficient demand for mail delivery service which may have an adverse effect on our

business, financial condition, and results of operations.

The impact of the changing retail pharmacy landscape is currently unknown, but may adversely affect our business,

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a direct contractual arrangement with us, terminates such contractual arrangement, our business may be negatively

For example, a grocery chain took actions late in the first quarter of 2022 that impacted acceptance of discounted

pricing for a subset of prescription drugs from PBMs and whose pricing we promote on our platform.

This had a material

adverse impact on our results of operations and we expect that it will continue to have a sustained adverse impact in future

For example, a grocery chain took actions in 2022 that impacted acceptance of discounted pricing for a subset of

prescription drugs from PBMs and whose pricing we promote on our platform.

This had a material adverse impact on our

results of operations .

Such actions could be exacerbated by further consolidation of PBMs or pharmacy chains.

If such changes,

individually or in the aggregate, are material, they would have an adverse effect on our business, results of operations and

financial condition.

If there is a decline in revenue generated from any of the PBMs or pharmacies we contract with, as a

result of consolidation of PBMs or pharmacy chains, pricing competition among industry participants or otherwise, if we are

unable to maintain or grow our relationships with PBMs and pharmacies or if we lose one or more of the PBMs or partner

pharmacies we contract with and cannot replace such PBM or partner pharmacy in a timely manner or at all, there would be

an adverse effect on our business, financial condition and results of operations.

changes, individually or in the aggregate, are material, they would have an adverse effect on our business, results of

operations and financial condition.

If there is a decline in revenue generated from any of the PBMs or pharmacies we

contract with, as a result of consolidation of PBMs or pharmacy chains, pricing competition among industry participants or

otherwise, if we are unable to maintain or grow our relationships with PBMs and pharmacies or if we lose one or more of the

PBMs or partner pharmacies we contract with and cannot replace such PBM or partner pharmacy in a timely manner or at

all, there would be an adverse effect on our business, financial condition, and results of operations.

We operate in a very competitive industry and we may fail to effectively differentiate our offerings and services

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existing consumers.

prescriptions market, pharma manufacturer solutions market and telehealth market are highly competitive and

subject to ongoing innovation and development.

Our ability to remain competitive is dependent upon our ability to appeal to

consumers and attract and acquire new consumers to our platform, including through our apps.

Our ability to remain

competitive is also dependent upon our ability to retain existing consumers and encourage them to continue to use our

platform as a tool for purchasing healthcare products and services.

We operate in a highly competitive environment and in

an industry that is subject to significant market pressures brought about by consumer demands, a limited number of major

PBMs and pharmacy operators, fluctuations in medication pricing, legislative and regulatory activity, significant changes in

demand and interest in telehealth and other market factors.

prescriptions market, pharma direct market and telehealth market are highly competitive and subject to

ongoing innovation and development.

Our ability to remain competitive is dependent upon our ability to appeal to consumers

and attract and acquire new consumers to our platform, including through our apps.

Our ability to remain competitive is also

dependent upon our ability to retain existing consumers and encourage them to continue to use our platform as a tool for

purchasing healthcare products and services.

We operate in a highly competitive environment and in an industry that is

subject to significant market pressures brought about by consumer demands, a limited number of major PBMs and

pharmacy operators, fluctuations in medication pricing, legislative and regulatory activity, significant changes in demand and

interest in telehealth, and other market factors.

We compete with companies that provide savings on prescriptions, as well as companies that offer advertising and

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industry participants, any of which could impact our ability to attract and retain consumers.

Our pharma manufacturer

solutions offering competes for advertising and market access budget allocation against traditional direct to consumer and

other platforms on which pharmaceutical manufacturers can reach consumers, such as through physicians, health-related

apps and websites, television advertisements and services supporting patient access.

We also face competition in the

telehealth market from a range of companies, including providers of telehealth services that are larger than us, and which

usually provide telehealth services on behalf of employers and insurance plans.

A competitor’s offerings, reputation and

marketing strategies can have a substantial impact on its ability to attract and retain consumers, and we may face

competition from existing or new market entrants with greater resources and better offerings, pricing, reputations and market

strategies, which would have a negative impact on our business.

Any such competitor may be better able to respond quickly

to new technologies, develop deeper relationships with consumers and industry participants, including pharmacies, PBMs

and telehealth providers, or offer more competitive discounts or pricing.

While we negotiate protective terms related to our

discounted prices, our intellectual property and our consumers, in our contracts with PBMs and partner pharmacies, such

contracts are not exclusive and PBMs as well as our partner pharmacies can work with others in the industry to drive volume

to their networks.

For example, our contracts include provisions that, among others, restrict the ability of PBMs and our

partner pharmacies to compete with us and solicit our consumers.

Our pharma direct offering

competes for advertising and market access budget allocation against traditional direct to consumer and other platforms on

which pharmaceutical manufacturers can reach consumers, such as through physicians, health-related apps and websites,

television advertisements, and services supporting patient access.

We also face competition in the telehealth market from a

range of companies, including providers of telehealth services that are larger than us, and which usually provide telehealth

services on behalf of employers and insurance plans.

A competitor’s offerings, reputation, and marketing strategies can have

a substantial impact on its ability to attract and retain consumers, and we may face competition from existing or new market

entrants with greater resources and better offerings, pricing, reputations, and market strategies, which would have a

negative impact on our business.

Any such competitor may be better able to respond quickly to new technologies, develop

deeper relationships with consumers and industry participants, including pharmacies, PBMs, and telehealth providers, or

offer more competitive discounts or pricing.

While we negotiate protective terms related to our discounted prices, our

intellectual property and our consumers, in our contracts with PBMs and partner pharmacies, such contracts are not

exclusive and PBMs as well as our partner pharmacies can work with others in the industry to drive volume to their

For example, our contracts include provisions that, among others, restrict the ability of PBMs and our partner

pharmacies to compete with us and solicit our consumers.

We aim to differentiate our business through scale and by

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prescriptions

market and pharma manufacturer solutions market, and is subject to significant uncertainty and is based on assumptions

that may not prove to be accurate.

In particular, we calculated the TAM for our prescription opportunity based on data from

the Centers for Medicare & Medicaid Services regarding the expected size of U.S.

prescription expenditures in 2024 and

2025 , plus our estimated value of prescriptions that are written but not filled, which we estimate to range between 20% to

30% of the overall prescription opportunity.

These estimates are based on third-party reports and are subject to significant

assumptions and estimates.

Additionally, we calculated the TAM for our pharma manufacturer solutions opportunity based

on internal data regarding the amount of advertising and marketing spending by U.S.

pharma manufacturers relating to

prescription drugs in 2022 .

These estimates, as well as the estimates and forecasts elsewhere in this Annual Report on

Form 10-K relating to the size and expected growth of the markets in which we operate, may change or prove to be

While we believe the information on which we base our TAM is generally reliable, such information is inherently

In addition, our expectations, assumptions and estimates of future opportunities are necessarily subject to a high

degree of uncertainty and risk due to a variety of factors, including those described herein.

If third-party or internally

generated data prove to be inaccurate or we make errors in our assumptions based on that data, our future growth

opportunities may be affected.

Additionally, our TAM for our prescription transactions offering includes medications for which

we are currently not able to offer savings on the prices paid by non-insured and insured consumers and for which we may

not be able to provide savings on in the future.

If our TAM, or the size of any of the various markets in which we operate,

proves to be inaccurate, our future growth opportunities may be limited and there could be a material adverse effect on our

prospects, business, financial condition and results of operations.

market and pharma direct market, and is subject to significant uncertainty and is based on assumptions that may not prove

to be accurate.

In particular, we calculated the TAM for our prescription opportunity based on data from the Centers for

Medicare & Medicaid Services regarding the expected size of U.S.

prescription expenditur es in 2024 and 2025, plus our

estimated value of prescriptions that are written but not filled, which we estimate to range between 20% to 30% of the overall

prescription opportunity.

These estimates are based on third-party reports and are subject to significant assumptions and

Additionally, we calculated the TAM for our pharma direct opportunity based on internal data regarding the

amount of advertising and marketing spending by U.S.

pharma manufacturers relating to prescription drugs in 2022.

estimates, as well as the estimates and forecasts elsewhere in this Annual Report on Form 10-K relating to the size and

expected growth of the markets in which we operate, may change or prove to be inaccurate.

While we believe the

information on which we base our TAM is generally reliable, such information is inherently imprecise.

In addition, our

expectations, assumptions and estimates of future opportunities are necessarily subject to a high degree of uncertainty and

risk due to a variety of factors, including those described herein.

If third-party or internally generated data prove to be

inaccurate or we make errors in our assumptions based on that data, our future growth opportunities may be affected.

Additionally, our TAM for our prescription transactions offering includes medications for which we are currently not able to

offer savings on the prices paid by non-insured and insured consumers and for which we may not be able to provide savings

on in the future.

If our TAM, or the size of any of the various markets in which we operate, proves to be inaccurate, our future

growth opportunities may be limited and there could be a material adverse effect on our prospects, business, financial

condition and results of operations.

We calculate certain operational metrics using internal systems and tools and do not independently verify such

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financial results could be adversely affected.

Our telehealth offering is dependent on our ability to maintain our relationship with our telehealth provider network,

including our affiliated professional entities, and the ability of such entities to recruit qualified telehealth providers.

The success of our telehealth offering depends in part on our continued ability to maintain our relationship with our

telehealth provider network, including our affiliated physician-owned professional entities that we contract with to deliver our

telehealth offering, and the ability of our affiliated professional entities to recruit qualified telehealth providers.

significant competition in the telehealth market for qualified telehealth providers, and if our affiliated professional entities are

unable to recruit or retain an adequate number of physicians and other healthcare professionals, whether directly or

indirectly through staffing providers, such as Wheel, which provides a network of healthcare providers to our affiliated

professional entities, it could negatively impact our telehealth offering.

Moreover, if one or more of our relationships with

these affiliated professional entities were to end, it could have a material adverse effect on our business, financial condition

and results of operations and/or cause us to cease our telehealth offering.

Our telehealth related products and services are dependent on our ability to maintain our relationship with our

telehealth provider network, including our affiliated professional entities, and the ability of such entities to recruit

qualified telehealth providers.

The success of our telehealth related products and services depend in part on our continued ability to maintain our

relationship with our telehealth provider network, including our affiliated physician-owned professional entities that we

contract with to deliver our telehealth offering, and the ability of our affili ated professional entities to recruit qualified

telehealth providers.

There is significant competition in the telehealth market for qualified telehealth providers, and if our

affiliated professional entities are unable to recruit or retain an adequate number of physicians and other healthcare

professionals, whether directly or indirectly through staffing providers, such as Wheel, which provides a network of

healthcare providers to our affiliated professional entities, it could negatively impact our telehealth offering.

Moreover, if one

or more of our relationships with these affiliated professional entities were to end, it could have a material adverse effect on

our business, financial condition and results of operations and/or cause us to cease our telehealth related products and

Negative media coverage could adversely affect our business.

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may be impeded and our business, financial condition, and results of operations would be adversely affected.

maintain a sufficient offering of discounted prices on our platform, new consumers and existing consumers may perceive our

platform as less relevant, consumer traffic to our platform could decline and, as a result, new consumers and existing

consumers may decrease their use of our platform or subscription offerings, which would affect our contracts with certain

partners included or otherwise involved with our platform and have a material adverse effect on our business, financial

condition and results of operations.

in the first half of 2025, we observed that one of our PBM partners began offering other third-party discount cards on their

This increased the direct competition we faced at the point-of-sale and had an adverse impact on our prescription

transactions revenue.

If we cannot maintain a sufficient offering of discounted prices on our platform, new consumers and

existing consumers may perceive our platform as less relevant, consumer traffic to our platform could decline and, as a

result, new consumers and existing consumers may decrease their use of our platform or subscription offerings, which

would affect our contracts with certain partners included or otherwise involved with our platform and have a material adverse

effect on our business, financial condition, and results of operations.

We may be unable to maintain a positive perception regarding our platform or maintain and enhance our brand.

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Our compliance with Section 404 requires that we incur substantial costs and expend significant management efforts.

We have engaged outside consultants who function in the capacity of an internal audit group, and we plan to continue to hire

We have engaged outside consultants who function in the capacity of an internal audit group, and we may engage with

additional consultants, accounting and financial staff with appropriate public company experience and technical accounting

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our direction to abide by applicable laws and regulations in the use of these channels could adversely affect our reputation

or subject us to fines or other penalties.

In addition, our employees or third parties acting at our direction may knowingly or

inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as

the public disclosure of proprietary, confidential or sensitive personal information of our business, employees, consumers or

Any such inappropriate use of social media, emails and text messages could also cause reputational damage and

adversely affect our business.

or subject us to litigation, fines, or other damages or penalties.

In addition, our employees or third parties acting at our

direction may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of

intellectual property, as well as the public disclosure of proprietary, confidential, or personal information (including sensitive

or health-related information) ("Confidential Information") of our business, employees, consumers or others.

inappropriate use of social media, emails, and text messages could also cause reputational damage and adversely affect

our business.

Our consumers may engage with us online through our social media pages, including, for example, our presence on

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social media pages at any time and may have a disproportionately adverse impact on our brand, reputation, or business.

harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse

The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse

effect on our business, financial condition, results of operations, and prospects.

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dependent on information technology systems and infrastructure (“IT Systems”) to operate our business.

In the ordinary

course of our business, we collect, store and transmit large amounts of confidential information, including intellectual

property, proprietary business information and personal information.

It is critical that we do so in a secure manner to

maintain the confidentiality and integrity of such confidential information.

We have established physical, electronic and

organizational measures to safeguard and secure our systems to prevent a data compromise, and rely on commercially

available systems, software, tools, and monitoring to provide security for our IT Systems and the processing, transmission

and storage of digital information.

We have also outsourced elements of our IT Systems and data storage systems, and as a

result a number of third-party vendors may or could have access to our confidential information.

Despite the implementation of preventative and detective security controls, such IT Systems are vulnerable to damage

or interruption from a variety of sources, including telecommunications or network failures or interruptions, system

malfunction, natural disasters, malicious human acts, terrorism and war.

Such IT Systems, including our servers, are

additionally vulnerable to physical or electronic break-ins, security breaches from inadvertent or intentional actions by our

employees, third-party service providers, contractors, consultants, business partners, and/or other third parties, or from

cyber-attacks by malicious third parties (including the deployment of harmful malware, ransomware, denial-of-service

attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity, and

availability of information).

As we continue to embrace both hybrid and remote working, we may face increased

cybersecurity risks due to our reliance on internet technology and the number of our employees who are working remotely,

which may create additional opportunities for cybercriminals to exploit vulnerabilities.

We may not be able to anticipate all

types of security threats, and we may not be able to implement preventive measures effective against all such security

The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate

from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates,

terrorist organizations, or hostile foreign governments or agencies.

Even if identified, we may be unable to adequately

investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to

circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.

In addition, the prevalent use of

mobile devices that access confidential information increases the risk of data security breaches, which could lead to the loss

of confidential information or other intellectual property.

We can provide no assurance that our current IT Systems, or those of the third parties upon which we rely, are fully

protected against cybersecurity threats.

We and certain of our service providers from time to time have been and are subject

to cyberattacks and/or security incidents.

Additionally, such cyberattacks and security incidents have and may remain

undetected for an extended period of time.

Even when a security incident is detected, the full extent of a breach, if any, may

not be determined immediately.

The costs to us to mitigate network security problems, bugs, viruses, worms, malicious

software programs and security vulnerabilities could be significant, and while we have implemented security measures to

protect our data security and IT Systems, our efforts to address these problems may not be successful.

These problems,

whether related to our IT Systems and/or those of third parties upon which we rely, have resulted in, and may in the future,

result in, unexpected interruptions, delays, cessation of service and other harm to our business.

While we do not believe that

we have experienced a significant system failure, accident or security breach to date that has had a material effect on us,

including our operations, business strategy, results of operations or financial condition, if such an event were to occur and

cause sustained material interruptions in our operations, it could result in a material disruption of our offerings to consumers.

Moreover, we and our third-party vendors collect, store and transmit sensitive data, including health-related information,

personally identifiable information, intellectual property and proprietary business information in the ordinary course of our

If a computer security breach affects our systems or results in the unauthorized release of personally identifiable

information, our reputation could be materially damaged.

In addition, such breaches have required, and may in the future

require, notification to governmental agencies, the media or individuals pursuant to various federal and state privacy and

security laws, if applicable, including HIPAA as well as regulations promulgated by the FTC and state breach notification

Such breaches and allegations of such breaches expose us to risks of loss and/or litigation and potential liability, which

could materially adversely affect our business, results of operations and financial condition.

There can be no assurance that

our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully

complied with or effective in protecting our systems and information.

Additionally, in the

ordinary course of our business, we collect, store, and transmit large amounts of Confidential Information.

It is critical that we

do so in a secure manner to maintain the confidentiality and integrity of such Confidential Information.

We have established

certain physical, technical, and organizational measures designed to safeguard and secure our IT Systems and Confidential

Information, and also rely on commercially available systems, software, tools, and monitoring to provide security for our IT

Systems and the processing, transmission, and storage of Confidential Information.

We have also outsourced elements of

our IT Systems and data storage systems, and as a result a number of third-party vendors may or could have access to our

Confidential Information.

Despite the implementation of certain preventative and detective security controls, such IT Systems are vulnerable to

damage or interruption from a variety of sources, including telecommunications or network failures or interruptions, system

malfunction, misconfigurations, natural disasters, malicious human acts, terrorism, and war.

Such IT Systems, including our

servers, are additionally vulnerable to physical or electronic break-ins, security breaches from inadvertent or intentional

actions by our employees, third-party service providers, contractors, consultants, business partners, and/or other third

parties, or from cyber-attacks by malicious third parties, such as opportunistic hackers and hacktivists (including the

deployment of harmful malware, ransomware, denial-of-service attacks, social engineering, and other means to affect

service reliability and threaten the confidentiality, integrity, and availability of information).

As we continue to embrace both

hybrid and remote working, we may face increased cybersecurity risks due to our reliance on internet technology and the

number of our employees who are working remotely, which may create additional opportunities for cybercriminals to exploit

vulnerabilities.

We may not be able to anticipate all types of security threats, and we may not be able to implement

preventive measures that are effective against all such security threats.

The techniques used by cyber criminals change

frequently, including through the use of AI, may not be recognized until launched, and can originate from a wide variety of

sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations, or

hostile foreign governments or agencies.

Even if identified, we may be unable to adequately investigate or remediate

incidents or breaches due to attackers increasingly using tools and techniques that are designed to circumvent controls, to

avoid detection, and to remove or obfuscate forensic evidence.

In addition, the prevalent use of mobile devices that access

Confidential Information increases the risk of data security breaches, which could lead to the loss of Confidential

Moreover, any integration of AI in our or any third party's operations, products or services is expected to pose

new or unknown cybersecurity risks and challenges.

We can provide no assurance that our current IT Systems, or those of the third parties upon which we rely, or

Confidential Information, are fully protected against cybersecurity threats.

We and certain of our service providers from time

to time have been and are subject to cyberattacks and/or security incidents.

Additionally, such cyberattacks and security

incidents have and may remain undetected for an extended period of time.

Even when a security incident is detected, the full

extent of a breach, if any, may not be determined immediately.

The costs to us to mitigate network security problems, bugs,

viruses, worms, malicious software programs, and security vulnerabilities could be significant, and while we have

implemented certain security measures to protect our Confidential Information and IT Systems, our efforts to address these

problems may not be successful.

These problems, whether related to our IT Systems and/or those of third parties upon

which we rely, have resulted in, and may in the future, result in, unexpected interruptions, delays, cessation of service and

other harm to our business.

While we do not believe that we have experienced a significant system failure, accident or

security breach to date that has had a material effect on us, including our operations, business strategy, results of

operations, or financial condition, if such an event were to occur and cause sustained material interruptions in our

operations, it could result in a material disruption of our offerings to consumers.

Moreover, we and our third-party vendors

collect, store, and transmit Confidential Information in the ordinary course of our business.

If a computer security breach

affects our systems or results in the unauthorized release of such Confidential Information, our reputation could be materially

In addition, such breaches have required, and may in the future require, notification to governmental agencies,

the media, or individuals pursuant to various federal and state privacy and security laws, as applicable, including HIPAA as

well as regulations promulgated by the FTC and state breach notification laws.

Such breaches and allegations of such

breaches expose us to risks of loss and/or litigation and potential liability, which could materially adversely affect our

business, results of operations, and financial condition.

There can be no assurance that our cybersecurity risk management

program and processes, including our policies, controls, or procedures, will be fully complied with or effective in protecting

our systems and information.

If our or our third-party vendors’ security measures fail or are breached, it could result in unauthorized access to

confidential and proprietary business information, intellectual property, sensitive consumer data (including health-related

information) or other personally identifiable information of our consumers, employees, partners or contractors, a loss of or

damage to our data, or an inability to access data sources, process data or provide our services.

Such failures or breaches

of our or our third-party vendors’ security measures, or our or our third-party vendors’ inability to effectively resolve such

failures or breaches in a timely manner, could severely damage our reputation, adversely impact consumer, partner, or

investor confidence in us, and reduce the demand for our solutions and services.

In addition, we could face litigation,

significant damages for contract breach or other breaches of law, significant monetary penalties, or regulatory actions for

violation of applicable laws or regulations, and incur significant costs for remedial measures to prevent future occurrences

and mitigate past violations.

The costs related to significant security breaches or disruptions could be material and exceed

the limits of the cybersecurity insurance we maintain against such risks.

If the IT Systems of our third-party vendors become

subject to disruptions or security breaches, we may have insufficient recourse against such third parties and we may have to

expend significant resources to mitigate the impact of such an event, and to develop and implement protections to prevent

future events of this nature from occurring.

Any disruption or loss to IT Systems on which critical aspects of our operations

depend could have an adverse effect on our business.

Confidential Information of our consumers, employees, partners, or contractors, a loss of or damage to our Confidential

Information, or an inability to access data sources, process data or provide our services.

Such failures or breaches of our or

our third-party vendors’ security measures, or our or our third-party vendors’ inability to effectively resolve such failures or

breaches in a timely manner, could severely damage our reputation, adversely impact consumer, partner, or investor

confidence in us, and reduce the demand for our solutions and services.

In addition, we could face litigation (including class

action), significant damages for contract breach or other breaches of law, significant monetary penalties, or regulatory

actions for violation of applicable laws or regulations, and incur significant costs for remedial measures to prevent future

occurrences and mitigate past violations.

In addition, such breaches have required, and may require in the future,

notification to governmental agencies, the media, or individuals pursuant to various federal and state privacy and security

laws, as applicable, including HIPAA as well as regulations promulgated by the FTC and state breach notification laws.

costs related to significant security breaches or disruptions could be material and exceed the limits of the cybersecurity

insurance we maintain against such risks.

If the IT Systems of our third-party vendors become subject to disruptions or

security breaches, we may have insufficient recourse against such third parties and we may have to expend significant

resources to mitigate the impact of such an event, and to develop and implement protections to prevent future events of this

nature from occurring.

Any disruption or loss to IT Systems or Confidential Information on which critical aspects of our

operations depend could have an adverse effect on our business.

We use and may expand our use of AI and machine learning in our business and challenges with properly

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condition, and results of operations may be adversely affected.

Generally, the use of AI and machine learning applications

has in the past resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end

users of such applications.

Any such cybersecurity incidents related to our use of AI and machine learning applications could

adversely affect our reputation and results of operations.

AI and machine learning also present emerging ethical issues and

if our use of AI and/or machine learning becomes controversial, we may experience brand or reputational harm, competitive

harm or legal liability.

For example, va rious parties are leveraging existing laws to advocate for liability based on certain AI-

related actions, including instances of discriminatory, tortious, or other undesired outcomes, and policymakers are adopting

or considering the adoption of additional laws, regulations, or other actions with respect to AI.

The rapid evolution of AI and

machine learning, including potential government regulation thereof, could require us to devote significant resources to

develop, test and maintain our implementation of such technology in order to minimize unintended, harmful impact.

Any cybersecurity incidents related to our use of AI and

machine learning applications could adversely affect our reputation and results of operations.

AI and machine learning also

present emerging ethical issues and if our use of AI and/or machine learning becomes controversial, we may experience

brand or reputational harm, competitive, harm or legal liability.

For example, various parties are leveraging existing laws to

advocate for liability based on certain AI-related actions, including instances of discriminatory, tortious, or other undesired

outcomes, and policymakers are adopting or considering the adoption of additional laws, regulations, or other actions with

respect to AI.

The rapid evolution of AI and machine learning, including potential government regulation thereof, could

require us to devote significant resources to develop, test, and maintain our implementation of such technology in order to

minimize unintended, harmful impact.

The regulatory framework for AI technologies is also rapidly evolving as many federal, state, and foreign government

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March 13, 2024, Utah passed the Utah AI Policy Act, which took effect in May 2024, imposing certain disclosure

requirements on the use of AI, and on May 17, 2024, Colorado enacted the Colorado AI Act, which will take effect in

February 2026.

Further, the California Privacy Protection Agency is currently in the process of finalizing regulations under

the CCPA regarding the use of automated decision-making.

Such additional regulations may impact our ability to develop,

use and commercialize AI technologies in the future.

It is possible that further new laws and regulations will be adopted in the U nited States, or t hat existing laws and

requirements on the use of AI, and on May 17, 2024, Colorado enacted the Colorado AI Act, which will take effect in June

2026, and imposes various obligations on high-risk uses of AI.

Further, the California Privacy Protection Agency has finalized

regulations under the CCPA regarding the use of automated decision-making.

Such additional regulations may impact our

ability to develop, use and commercialize AI technologies in the future.

It is possible that further new laws and regulations will be adopted in the United States, or that existing laws and

regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI

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technologies).

S uch an increa se in operating expenses, as well as any actual or perceived failure to comply with such laws

Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws

and regulations, could adversely affect our business, financial condition, and results of operations.

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financial condition and results of operations .

We rely on a variety of marketing techniques, including email and social media marketing and postal mailings, and we

are subject to various laws, regulations and regulatory interpretations that govern such marketing and advertising practices.

A variety of federal and state laws, regulations and regulatory interpretations govern the collection, use, retention, sharing

and security of consumer data, particularly in the context of online advertising, which we rely upon to attract new consumers.

Laws, regulations and regulatory interpretations relating to privacy, data protection, marketing and advertising, and

consumer protection are evolving and subject to potentially differing interpretations, particularly as they involve classes of

data deemed to be sensitive.

These requirements may be interpreted and applied in a manner that varies from one

jurisdiction to another and/or may conflict with other law, regulations and regulatory interpretations.

As a result, our practices

may not have complied or may not comply in the future with all such laws, regulations, requirements and obligations.

failure, or perceived failure, by us or any of our third-party partners, data centers, or service providers to comply with privacy

policies or federal or state privacy or consumer protection-related laws, regulations, regulatory interpretations, industry self-

regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject, or

other legal obligations relating to privacy or consumer protection, could adversely affect our reputation, brand and business,

and may result in claims, proceedings or actions against us by governmental entities, consumers, suppliers or others.

proceedings may result in financial liabilities or may require us to change our operations, including ceasing the use or

sharing of certain data sets, or modifying marketing and other user engagement programs and plans.

Any such claims,

proceedings or actions could hurt our reputation, brand and business, force us to incur significant expenses in defense of

such proceedings or actions, distract our management, increase our costs of doing business, result in a loss of consumers,

suppliers, and contracts with PBMs and others and result in the imposition of monetary penalties.

We are also contractually

required to indemnify and hold harmless certain third parties from the costs or consequences of non-compliance with any

laws, regulations, regulatory interpretations, or other legal obligations relating to privacy or consumer protection or any

inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business.

In connection with running our business, we receive, store, use and otherwise process information that relates to

individuals and/or constitutes “personal data,” “protected health information,” “consumer health data,” “personal information,”

“personally identifiable information,” or similar terms under applicable data privacy laws (collectively, “Personal Information”).

We are therefore subject to laws, regulations and other requirements relating to the privacy, security and handling of

Personal Information

Laws, regulations, and other requirements relating to Personal Information, (including privacy, data protection,

marketing and advertising, and consumer protection) are evolving and subject to potentially differing interpretations,

particularly as they involve classes of data deemed to be sensitive.

These requirements may be interpreted and applied in a

manner that varies from one jurisdiction to another and/or may conflict with other law, regulations, and regulatory

interpretations.

As a result, our practices may not have complied or may not comply in the future with all such laws,

regulations, requirements, and obligations.

Any failure, or perceived failure, by us or any of our third-party partners, data

centers, or service providers to comply with privacy policies or federal or state privacy or consumer protection-related laws,

regulations, regulatory interpretations, industry self-regulatory principles, industry standards or codes of conduct, regulatory

guidance, orders to which we may be subject, or other legal obligations relating to Personal Information, could adversely

affect our reputation, brand, and business, and may result in claims, proceedings or actions against us by governmental

entities, consumers, suppliers, or others.

These proceedings may result in financial liabilities or may require us to change

our operations, including ceasing the use or sharing of certain data sets, or modifying marketing and other user engagement

programs and plans.

Any such claims, proceedings or actions could hurt our reputation, brand and business, force us to

incur significant expenses in defense of such proceedings or actions, distract our management, increase our costs of doing

business, result in a loss of consumers, suppliers, and contracts with PBMs and others and result in the imposition of

monetary penalties.

We are also contractually required to indemnify and hold harmless certain third parties from the costs or

consequences of non-compliance with any laws, regulations, regulatory interpretations, or other legal obligations relating to

Personal Information or any inadvertent or unauthorized use or disclosure of Personal Information or other data that we

store or handle as part of operating our business.

Federal and state governmental authorities continue to evaluate the privacy implications inherent in the use of third-

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protection of health-related and other Personal Information.

Such laws and regulations will be subject to interpretation by

Such laws and regulations are subject to interpretation by

various courts and other governmental authorities, thus creating potentially complex compliance issues for us and our future

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Additional compliance investment and potential business process changes may be

Washington state’s My Health My Data Act (“MHMDA”) was also signed into law in April 2023 and imposes additional

obligations and limitations regarding data.

The MHMDA differs from other state privacy laws because of its broad definition

of health information and a broad private right of action.

Other states have passed their own data privacy and security laws,

and such laws are also continuing to be proposed at the state and federal level.

Other states may be considering similar

laws to the MHMDA.

Historically, laws with private rights of action have resulted in numerous class action suits under federal

and state laws resulting in multi-million-dollar settlements to the plaintiffs.

We have been, and in the future may be, subject

to such litigation, which could be costly and time-consuming to defend.

Private litigants may claim that the notices and

disclosures we provide, form of consents we obtain or our general privacy practices are not adequate or violate applicable

This may in the future result in civil claims against us.

Washington state’s My Health My Data Act (“MHMDA”) went into effect in March 2024 and imposes additional

obligations and limitations regarding health-related Personal Information.

The MHMDA differs from other state privacy laws

because of its broad definition of consumer health data and a broad private right of action.

Other states have passed their

own data privacy and security laws, and such laws are also continuing to be proposed at the state and federal level.

states have enacted and may be considering similar laws to the MHMDA.

Historically, laws with private rights of action have

resulted in numerous class action suits under federal and state laws resulting in multi-million-dollar settlements to the

We have been, and in the future may be, subject to such litigation.

We may be subject to claims that the notices

and disclosures we provide, form of consents we obtain or our general privacy practices are not adequate or violate

applicable law.

This may in the future result in civil claims against us, and these claims could be costly and time consuming

Additionally, the interpretations of existing federal and state consumer protection laws relating to online collection, use,

dissemination, and security of health related and other personal information adopted by the FTC state attorneys general,

dissemination, and security of health related and other P ersonal Information adopted by the FTC state attorneys general,

private plaintiffs, and courts have evolved, and may continue to evolve, over time.

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against entities that make deceptive statements about privacy and data sharing in privacy policies, fail to limit third-party use

of personal health information, fail to implement policies to protect personal health information or engage in other unfair

practices that harm customers or that may violate Section 5(a) of the FTC Act.

According to the FTC, violating consumers’

privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts

or practices in or affecting commerce and thus violate Section 5(a) of the FTC Act.

It may also violate one or more FTC-

enforced rules.

The FTC expects a company’s data security measures to be reasonable and appropriate in light of the

sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available

tools to improve security and reduce vulnerabilities.

Individually identifiable health information is considered sensitive data

that merits stronger safeguards.

The FTC and many state Attorneys General also continue to enforce federal and state

consumer protection laws against companies for online collection, use, dissemination and security practices that appear to

be unfair or deceptive.

These consumer protection laws are increasingly being applied by the FTC and state Attorneys

General to regulate the collection, use, storage and disclosure of personal or personally identifiable information, through

websites or otherwise, and to regulate the presentation of website content.

In February 2023, we reached a negotiated

settlement with the FTC with respect to an investigation of our privacy and security practices which included a monetary

settlement amount of $1.5 million and agreements to effect or maintain, as applicable, certain changes to our business

practices, policies and compliance requirements.

As a result of regulatory enforcement proceedings and inquiries, we have been, and may in the future be, subject to

related litigation, settlements or enforcement actions that have included or could include monetary penalties and/or

compliance requirements that (1) impose significant and material costs, (2) require us to make modifications to our data

practices and our marketing programs, (3) result in negative publicity, or (4) have a negative impact on consumer demand

for our products and services, or on our commercial or industry relationships.

Relatedly, there has also been, and may in the

future also be, significant and material resource burdens on us, requirements that certain aspects of our operations to be

overseen by an independent monitor, and/or limitations or the elimination of our ability to use certain targeting marketing

strategies or work with certain third-party vendors.

Even an unsuccessful challenge of our privacy practices by our

consumers, regulatory authorities or other third parties could result in negative publicity and could require a costly response

from and defense by us.

Any of these events could adversely affect our ability to operate our business and our financial

of Personal Information, fail to implement policies to protect Personal Information or engage in other unfair practices that

harm customers or that may violate Section 5(a) of the FTC Act.

According to the FTC, violating consumers’ privacy rights or

failing to take appropriate steps to keep consumers’ Personal Information secure may constitute unfair acts or practices in or

affecting commerce and thus violate Section 5(a) of the FTC Act.

The FTC expects a company’s data security measures to

be reasonable and appropriate in light of the sensitivity and volume of Personal Information it holds, the size and complexity

of its business, and the cost of available tools to improve security and reduce vulnerabilities.

Individually identifiable health

information is considered sensitive data that merits stronger safeguards.

The FTC and many state Attorneys General also

continue to enforce federal and state consumer protection laws against companies for online collection, use, dissemination

and security practices that appear to be unfair or deceptive.

These consumer protection laws are increasingly being applied

by the FTC and state Attorneys General to regulate the collection, use, storage and disclosure of personal or Personal

Information, through websites or otherwise, and to regulate the presentation of website content.

For example , as of

December 31, 2025, we estimated a probable loss of $30.5 million relating to an ongoing settlement negotiation in the

Northern District of California with respect to a class-action lawsuit involving our privacy and information sharing practices.

Additionally, we rely on a variety of marketing techniques, including email and social media marketing and postal

mailings, and we are subject to various laws, regulations, and regulatory interpretations that govern such marketing and

advertising practices (such as the CAN-SPAM Act).

A variety of federal and state laws, regulations and regulatory

interpretations govern the collection, use, retention, sharing and security of Personal Information, particularly in the context

of online advertising, which we rely upon to attract new consumers.

In addition, HIPAA, which applies to parts of our business, imposes on entities within its jurisdiction, among other things,

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In addition, to the extent we or our other contractors or agents receive or obtain individually identifiable health

information from patients, healthcare professionals, pharmacies, or other individuals or entities, we could be subject to

criminal penalties if we mishandle individually identifiable health information in a manner that is not authorized or permitted

information from patients, healthcare providers, pharmacies, or other individuals or entities, we could be subject to criminal

penalties if we mishandle individually identifiable health information in a manner that is not authorized or permitted by

Claims that we have violated individuals’ privacy rights or breached our contractual obligations, even if we are not

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conducted its business, including state licensing of pharmacies and pharmacists.

Although we work to comply with applicable laws, regulations and standards, our contractual obligations and other legal

obligations, these requirements are evolving and may be modified, interpreted and applied in an inconsistent manner from

one jurisdiction to another, and may conflict with one another or other legal obligations with which we must comply.

failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third

parties to comply with such requirements or adequately address privacy and security concerns, even if unfounded, could

result in additional cost and liability to us, damage our reputation, and adversely affect our business and results of

As a result of regulatory enforcement proceedings and inquiries, we have been, and may in the future be, subject to

related litigation, settlements, or enforcement actions that have included or could include monetary penalties and/or

compliance requirements that (1) impose significant and material costs, (2) require us to make modifications to our data

practices and our marketing programs, (3) result in negative publicity, or (4) have a negative impact on consumer demand

for our products and services, or on our commercial or industry relationships.

Relatedly, there has also been, and may in the

future also be, significant and material resource burdens on us, requirements that certain aspects of our operations to be

overseen by an independent monitor, and/or limitations or the elimination of our ability to use certain targeting marketing

strategies or work with certain third-party vendors.

Even an unsuccessful challenge of our privacy practices by our

consumers, regulatory authorities or other third parties could result in negative publicity and could require a costly response

from and defense by us.

Any of these events could adversely affect our ability to operate our business and our financial

We may be unable to realize expected benefits from our restructuring and cost reduction efforts and our business

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margins and profitability.

T hese types of restructuring and cost reduction activities are complex and may result in unintended

These types of restructuring and cost reduction activities are complex and may result in unintended

consequences and costs, such as unforeseen delays in the implementation of our strategic initiatives, business and

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carryforwards and other pre-change tax attributes to offset its post-change income may be limited.

As of December 31,

2022, we completed a study to assess whether an ownership change under Section 382 of the Code had occurred, or

whether there had been multiple ownership changes since our formation.

We completed a study to

assess whether an ownership change under Section 382 of the Code had occurred, or whether there had been multiple

ownership changes since our formation date through December 31, 2025.

We determined that a Section 382 ownership

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other key personnel.

In addition, our future success depends on our continuing ability to attract, develop, motivate and retain

highly qualified and skilled employees.

In addition, our future success depends on our continuing ability to attract, develop, motivate, and

retain highly qualified and skilled employees.

Competition for such personnel is extremely intense.

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Any inability to successfully

transition e xecutive or senior management roles could adversely impact our business.

transition executive or senior management roles could adversely impact our business.

All of our employees are at-will employees, meaning that they may terminate their employment relationship with us at

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motivating existing employees, our business, financial condition, and results of operations may be materially adversely

A pandemic, epidemic or outbreak of an infectious disease in the United States has adversely impacted and could

in the future adversely impact our business.

A pandemic, epidemic, or outbreak of an infectious disease in the United States, has and could in the future

adversely impact our business.

Any pandemic, endemic, or other infectious disease may adversely affect our business, results of operations, and

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knowledge and control.

While the potential economic impact brought by and the duration of any pandemic, epidemic or outbreak of an infectious

disease, including COVID-19, may be difficult to assess or predict, the widespread COVID-19 pandemic has resulted in, and

may continue to result in, significant disruption of global financial markets, reducing our ability to access capital or to do so

on favorable terms, which could in the future negatively affect our liquidity.

The impact of any pandemic, epidemic, or

outbreak of an infectious disease on the needs, expectations, and spending patterns of our consumers could impact our

ability to maintain or grow our business and, as a result, our operating and financial results could be adversely affected.

While the potential economic impact brought by and the duration of any pandemic, epidemic, or outbreak of an

infectious disease, including COVID-19, may be difficult to assess or predict, the widespread COVID-19 pandemic has

resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access

capital or to do so on favorable terms, which could in the future negatively affect our liquidity.

The impact of any pandemic,

epidemic, or outbreak of an infectious disease on the needs, expectations, and spending patterns of our consumers could

impact our ability to maintain or grow our business and, as a result, our operating and financial results could be adversely

To the extent a pandemic, epidemic, or outbreak of an infectious disease, including COVID-19, adversely affects our

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spending or buying habits could materially and adversely affect our customers, our consumers, and demand for our

Volatility in the financial markets has also had and may continue to have a negative impact on consumer spending

In addition, negative national or global economic conditions have adversely affected the PBMs, partner pharmacies

and pharma manufacturers we contract with and their associated industry participants, financial performance, liquidity and

Volatility in the financial markets and deterioration in economic conditions, increasing inflation or increasing

unemployment levels have also had and may continue to have a negative impact on consumer spending patterns.

and uncertainty can, among other things, reduce or shift spending away from medical treatments, procedures and doctors’

office visits.

In addition, negative national or global economic conditions have adversely affected the PBMs, partner pharmacies and

pharma manufacturers we contract with and their associated industry participants, financial performance, liquidity and

access to capital, and may continue to impact them.

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better terms, which could impact the competitiveness of the discounted prices we are able to offer our consumers.

these factors may be exacerbated by global financial conditions and other geopolitical factors, which could harm our

business, financial condition and results of operations.

barriers, duties, tariffs, executive actions, and retaliatory measures by the U.S.

and other governments may impact the

pharma manufacturers we contract with by increasing their costs of business, which could cause them to decrease their

marketing spend on our offerings.

All of these factors may be exacerbated by global financial conditions and other

geopolitical factors, which could harm our business, financial condition and results of operations.

Economic factors such as increased insurance and healthcare costs, commodity prices, tariffs, shipping costs, inflation,

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financial condition and results of operations.

Additionally, global public health crises, natural disasters, such as earthquakes

and wildfires, and other adverse weather and climate conditions, political crises, such as terrorist attacks, war and other

political instability or other unexpected events, could disrupt our operations, internet or mobile networks or the operations of

PBMs and their pharmacy networks.

For example, our corporate headquarters and other facilities are located in California,

which in the past has experienced both severe earthquakes and wildfires.

Certain of these events may become more

frequent or intense as a result of climate change or other environmental or social pressures.

For more information, see our

risk factor titled “We are subject to a series of risks related to climate change.” If any of these events occurs, our business

could be adversely affected.

Additionally, global public health crises, natural disasters, such as earthquakes and wildfires, and other adverse weather

and climate conditions, political crises, such as terrorist attacks, war, and other political instability, or other unexpected

events, could disrupt our operations, internet or mobile networks or the operations of PBMs and their pharmacy networks.

For example, our corporate headquarters and other facilities are located in California, which in the past has experienced

both severe earthquakes and wildfires.

Certain of these events may become more frequent or intense as a result of climate

change or other environmental or social pressures.

For more information, see our risk factor titled “ We are subject to a

series of risks related to climate change .” If any of these events occurs, our business could be adversely affected.

We may seek to grow our business through acquisitions of, or investments in, new or complementary businesses,

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general, complement our current offerings or expand the breadth of our markets.

For example, in January 2025, we acquired

substantially all of the assets and assembled workforce of the prescription savings business of Vivid Clear Rx, Inc.

ability to successfully grow through these types of strategic transactions depends upon our ability to identify, negotiate,

complete and integrate suitable target businesses, technologies and products and to obtain any necessary financing, and is

subject to numerous risks, including:

Our ability to successfully grow through

these types of strategic transactions depends upon our ability to identify, negotiate, complete and integrate suitable target

businesses, technologies and products and to obtain any necessary financing, and is subject to numerous risks, including:

• failure to identify acquisition, investment, or other strategic alliance opportunities that we deem suitable or

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of operations.

From time to time, we may pursue dispositions or other strategic transactions.

Dispositions and other strategic

transactions may not have the anticipated impact on our business, may negatively impact revenues and may make it difficult

to generate cash flows to meet our cash requirements.

If we are unable to identify suitable acquisitions or strategic relationships, or if we are unable to integrate any acquired

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As of December 31, 2025 , we had $495.0 million of principal amounts outstanding under a term loan that requires

quarterly principal payments beginning with the quarter ended March 31, 2025, with any remaining unpaid principal and any

accrued and unpaid interest due upon maturity in July 2029.

We also have a revolving credit facility and as of December 31,

2024 , we had no borrowings outstanding under our revolving credit facility (see Note 12 to our audited consolidated financial

statements included elsewhere in this Annual Report on Form 10-K for additional information).

Our current and additional

debt arrangements that we expect to enter into in the future may limit our ability to, among other things:

quarterly principal payments with any remaining unpaid principal and any accrued and unpaid interest due upon maturity in

We also have a revolving credit facility and as of December 31, 2025 , we had no borrowings outstanding under

our revolving credit facility (see Note 12 to our audited consolidated financial statements included elsewhere in this Annual

Report on Form 10-K for additional information).

Our current and additional debt arrangements that we expect to enter into

in the future may limit our ability to, among other things:

• incur or guarantee additional debt;

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We are subject to the standard terms and conditions

that these providers have for application developers, which govern the content, promotion, distribution and operation of apps

on their platforms or marketplaces, and which the providers can change unilaterally on short or no notice.

that these providers have for application developers, which govern the content, promotion, distribution, and operation of

apps on their platforms or marketplaces, and which the providers can change unilaterally on short or no notice.

would be harmed if the providers discontinue or limit our access to their platforms or marketplaces;

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technologies and other privacy matters could have a material adverse effect on our ability to generate revenues,

and could adversely affect our ability to collect proprietary data on consumer behavior.

could adversely affect our ability to collect proprietary data on consumer behavior, and could result in material

financial penalties.

Consumers may become increasingly resistant to the collection, use and sharing of information online, including

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tracking technologies in general and our practices specifically could adversely impact our business.

Consumers can currently opt out of the placement or use of most cookies for online advertising purposes by either

deleting or disabling cookies on their browsers, visiting websites that allow consumers to place an opt-out cookie on their

browsers, which instructs participating entities not to use certain data about consumers’ online activity for the delivery of

targeted advertising, or by downloading browser plug-ins and other tools that can be set to:

identify cookies and other

tracking technologies used on websites;

prevent websites from placing third-party cookies and other tracking technologies

on the consumer’s browser;

or block the delivery of online advertisements on apps and websites.

Consumers can currently opt out of the placement or use of most cookies for online advertising purposes in various

ways, including:

(i) by submitting opt-out requests under privacy laws, (ii) deleting or disabling cookies on their browsers, (iii)

visiting websites that allow consumers to place an opt-out cookie on their browsers, which instructs participating entities not

to use certain data about consumers’ online activity for the delivery of targeted advertising, or (iv) by downloading browser

plug-ins and other tools that can be set to:

identify cookies and other tracking technologies used on websites;

websites from placing third-party cookies and other tracking technologies on the consumer’s browser;

or block the delivery

of online advertisements on apps and websites.

Various software tools and applications have been developed that can block advertisements from a consumer’s screen

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would be adversely affected.

Additionally, if we fail to honor consumer requests to opt-out of tracking technologies where

required by law, we could be the subject of litigation, investigations, or enforcement actions, which could result in material

financial penalties, injunctive relief, and reputational damage.

We are subject to a series of risks related to climate change .

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regarding the environmental impacts of our business.

For example, various regulators, including the SEC and the State of

California, have adopted or are considering adopting requirements to provide significantly expanded climate-related

disclosures which we anticipate will require us to incur significant costs related to compliance and impose increased

oversight obligations on our management and Board.

Such requirements are not uniform across jurisdictions, which can

increase the complexity and cost of compliance, and increase the risk of enforcement or litigation relating to our disclosures.

The expectations of various stakeholders, including customers and employees, regarding such matters likewise continues to

For more information, see our risk factor titled “The increasing focus on ESG initiatives could increase our costs,

harm our reputation and adversely impact our financial results.” Changing market dynamics, global and domestic policy

developments, and the increasing frequency and impact of meteorological phenomena have the potential to disrupt our

business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial condition, or

results of operations.

The increasing focus on ESG initiatives could increase our costs, harm our reputation and adversely impact our

financial results.

There has been increasing public focus by various stakeholders, including but not limited to investors, environmental

activists, the media and governmental and nongovernmental organizations, on a variety of ESG and other sustainability

Such increased scrutiny may result in increased costs, changes in demands for certain products, enhanced

For example, various regulators, including the State of California, have

adopted or are considering adopting requirements for disclosures or other actions regarding climate change, which are

expected to result in additional costs and attention from our management and Board.

Such requirements are not uniform

across jurisdictions, which can increase the complexity and cost of compliance, and increase the risk of enforcement or

litigation relating to our disclosures.

The expectations of various stakeholders, including customers and employees,

regarding such matters likewise continues to evolve.

For more information, see our risk factor titled “ ESG initiatives could

increase our costs, harm our reputation, and adversely impact our financial results .” Changing market dynamics, global and

domestic policy developments, and the increasing frequency and impact of meteorological phenomena have the potential to

disrupt our business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial

condition, or results of operations.

ESG initiatives could increase our costs, harm our reputation, and adversely impact our financial results .

Certain stakeholders, including but not limited to investors, environmental activists, the media, and governmental and

nongovernmental organizations, have focused on issues such as climate change, human capital, and other ESG or

sustainability matters.

Such scrutiny may result in increased costs, changes in demands for certain products, enhanced

compliance or disclosure obligations, or other adverse impacts on our business, financial condition, or results of operations.

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However, such initiatives can be costly, face unforeseen complications, and may not ultimately have the desired

For exam ple, iden tification, assessment, management, and disclosure of such matters is complex and can require

For example, identification, assessment, management, and disclosure of such matters is complex and can require

substantial discretion.

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cannot guarantee that our approach will align with the preferences or interpretations of any particular stakeholder.

satisfy such evolving expectations may have various adverse impacts on our business, including reputational damage and/

or legal action, which we cannot always predict.

Furthermore, certain market participants, including major institutional investors and capital providers, use third-party

benchmarks or scores to measure our ESG practices in making investment or voting decisions.

Unfavorable ESG ratings

could adversely impact investor sentiment towards us or our industry, which could negatively impact our share price as well

as our access to and cost of capital.

To the extent ESG matters negatively impact our reputation, it may also impede our

ability to compete as effectively to attract and retain employees, customers, or business partners, which may adversely

impact our operations.

We experience pressure to make commitments relating to sustainability matters that affect us, including the design and

implementation of specific risk mitigation strategic initiatives relating to sustainability and we may not agree that such

initiatives will be appropriate for our business, whether due to costs or other concerns.

Simultaneously, certain other parties

are seeking to reduce companies’ efforts on ESG matters.

Both advocates and opponents to certain ESG matters are

increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives.

To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business.

Moreover, such competing expectations increase the complexity of us navigating various ESG risks, and we may not do so

successfully, either now or as such expectations continue to evolve, which may result in various adverse impacts to our

brand, operation s , stakeholder relations, or other aspects of our business.

As ESG best practices, reporting standards and

regulatory requirements continue to develop, we may incur increasing costs to comply and/or respond.

Such ESG matters

may also impact our suppliers, business partners customers, or other stakeholders, which may compound or cause new

impacts on our business, financial condition, or results of operations.

various stakeholders have different, and at times conflicting, expectations regarding such matters .

This includes efforts by

policymakers both to mandate and prohibit consideration of certain ESG matters .

Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including

media campaigns and litigation, to advance their perspectives.

To the extent we are subject to such activism, it may require

us to incur costs or otherwise adversely impact our business.

Moreover, such competing expectations increase the

complexity of us navigating various ESG risks, and we may not do so successfully, either now or as such expectations

continue to evolve, which may result in various adverse impacts to our brand, operations, stakeholder relations, or other

aspects of our business.

For example, failure to satisfy such evolving expectations (including any new legal requirements or

evolving expectations of existing laws) may result in reputational harm, loss of customers or content providers, regulatory or

investor engagement, or other adverse impacts to our business.

As ESG best practices, reporting standards and regulatory

requirements continue to develop, we may incur increasing costs to comply and/or respond.

Such ESG matters may also

impact our suppliers, business partners customers, or other stakeholders, which may compound or cause new impacts on

our business, financial condition, or results of operations.

Risks Related to Intellectual Property

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If we fail to meaningfully establish, maintain,

protect and enforce our intellectual property and proprietary rights, our business, financial condition and results of operations

could be adversely affected.

We may be sued by third parties for infringement, misappropriation, dilution or other violation of their intellectual

protect, and enforce our intellectual property and proprietary rights, our business, financial condition, and results of

operations could be adversely affected.

We may be sued by third parties for infringement, misappropriation, dilution, or other violations of their intellectual

property or proprietary rights.

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We pursue the registration of our patentable technology, domain names, trademarks, and service marks in the United

We also strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as

contractual restrictions.

We typically enter into confidentiality and invention assignment agreements with our employees and

contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and

We also strive to protect our intellectual property rights by relying on federal, state, and common law rights, as well

as contractual restrictions.

We typically enter into confidentiality and invention assignment agreements with our employees

and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and

disclosure and use of, our proprietary information.

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infringing, misappropriating, or otherwise violating our intellectual property rights.

Third parties from time to time copy content

or other intellectual property or technology from our solutions without authorization and seek to use it for their own benefit.

We generally seek to address such unauthorized copying or use, but we have not always been successful in stopping all

unauthorized use of our content or other intellectual property or technology, and may not be successful in doing so in the

Further, we may not have been and may not be able to detect unauthorized use of our technology or intellectual

property, or to take appropriate steps to enforce our intellectual property rights.

Any inability to meaningfully enforce our

intellectual property rights could harm our ability to compete and reduce demand for our solutions and services.

competitors may also independently develop similar technology.

Third parties from time to time copy

content or other intellectual property or technology from our solutions without authorization and seek to use it for their own

We generally seek to address such unauthorized copying or use, but we have not always been successful in

stopping all unauthorized use of our content or other intellectual property or technology, and may not be successful in doing

so in the future.

Further, we may not have been and may not be able to detect unauthorized use of our technology or

intellectual property, or to take appropriate steps to enforce our intellectual property rights.

Any inability to meaningfully

enforce our intellectual property rights could harm our ability to compete and reduce demand for our solutions and services.

Our competitors may also independently develop similar technology.

Effective patent, trademark, copyright, and trade secret

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constrain our business and financial arrangements and relationships with pharmacies, PBMs, pharma manufacturers,

marketing partners, healthcare professionals and consumers, and include, but are not limited to, the following:

marketing partners, healthcare providers, and consumers, and include, but are not limited to, the following:

federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly

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healthcare programs.

We provide pricing information and discounted prices for all FDA-approved medications, including products that are

regulated under federal and state law as controlled substances.

Controlled substances are subject to more onerous

regulatory requirements than other pharmaceutical products and have received increasing legal scrutiny in recent years,

which will likely continue into the future.

Regulatory or legal developments that have the effect of lowering the sales of

controlled substances may have a negative impact on our business.

Our telehealth offering offered to consumers is subject to various state laws and regulations governing the

We provide pricing information and discounted prices for all medications approved by the Food and Drug Administration

("FDA"), including products that are regulated under federal and state law as controlled substances.

Controlled substances

are subject to more onerous regulatory requirements than other pharmaceutical products and have received increasing legal

scrutiny in recent years, which will likely continue into the future.

Regulatory or legal developments that have the effect of

lowering the sales of controlled substances may have a negative impact on our business.

Our telehealth related products and services are subject to various state laws and regulations governing the

provision of telehealth services .

Our ability to provide our telehealth offering is primarily regulated at the state level.

State laws and regulations address,

among other things, provider licensure requirements, the minimum modality required to provide telehealth services (i.e., the

minimum interaction required between a telehealth provider and patient), the types of healthcare services that may be

provided via telehealth, the types of practitioners that may provide such services, patient consent requirements and specific

rules applicable to prescribing medications.

These state laws and regulations are subject to changing political, regulatory

and other influences.

Some state licensing boards have established rules or interpreted existing rules in a manner that limits

or restricts our ability to conduct or optimize our business.

Our telehealth offering grants patients the ability to access our affiliated physician-owned professional entities' network

of clinicians to see a licensed healthcare provider for advice, diagnosis and treatment of routine health conditions on a

remote basis.

Due to the nature of this service and the provision of medical care and treatment by a licensed healthcare

professional, we, our affiliated professional entities and any affiliated healthcare providers are and may in the future be

subject to complaints, inquiries and compliance orders by national and state licensing boards.

Such complaints, inquiries or

compliance orders may result in disciplinary actions taken by these licensing boards against the licensed healthcare provider

who provides services through our telehealth offering, which could include suspension, restriction or revocation of the

healthcare provider’s license, probation, required continuing education courses, monetary fines, administrative actions and

other conditions.

Regardless of outcome, these complaints, inquiries or compliance orders could have an adverse impact on

our telehealth offering and our platform generally due to defense and settlement costs, diversion of management resources,

negative publicity, reputational harm and other factors.

Our ability to provide our telehealth related products and services is primarily regulated at the state level.

State laws and

regulations address, among other things, provider licensure requirements, the minimum modality required to provide

telehealth services (i.e., the minimum interaction required between a telehealth provider and patient), the types of healthcare

services that may be provided via telehealth, the types of practitioners that may provide such services, patient consent

requirements, and specific rules applicable to prescribing medications.

These state laws and regulations are subject to

changing political, regulatory, and other influences.

Some state licensing boards have established rules or interpreted

existing rules in a manner that limits or restricts our ability to conduct or optimize our business.

Our telehealth related products and services grant patients the ability to access our affiliated physician-owned

professional entities' network of clinicians to see a licensed healthcare provider for advice, diagnosis, and treatment of

routine health conditions on a remote basis.

Due to the nature of these products and services and the provision of medical

care and treatment by a licensed healthcare professional, we, our affiliated professional entities and any affiliated healthcare

providers are and may in the future be subject to complaints, inquiries, and compliance orders by national and state

licensing boards.

Such complaints, inquiries, or compliance orders may result in disciplinary actions taken by these licensing

boards against the licensed healthcare provider who provides services through our telehealth related products and services,

which could include suspension, restriction, or revocation of the healthcare provider’s license, probation, required continuing

education courses, monetary fines, administrative actions.

and other conditions.

Regardless of outcome, these complaints,

inquiries, or compliance orders could have an adverse impact on our telehealth related products and services and our

platform generally due to defense and settlement costs, diversion of management resources, negative publicity, reputational

harm, and other factors.

Due to the uncertain regulatory environment, certain states may determine that we or our affiliated professional entities

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currently conduct business.

In the event that we must remedy such violations, we may be required to modify our offerings in

such states in a manner that undermines our offerings or business, we may become subject to fines or other penalties or, if

we determine that the requirements to operate in compliance in such states are overly burdensome, we may elect to

terminate our operations in such states.

In each case, our business, financial condition and results of operations could be

materially adversely affected.

Our telehealth offering and relationships with our affiliated physician-owned professional entities may implicate

laws governing the practice of medicine and fee-splitting.

Our telehealth offering (where telehealth services are rendered by healthcare providers employed by or contracted with

our affiliated professional entities, including through staffing providers, such as Wheel) may implicate certain state laws in

the United States that generally prohibit non-physician entities from practicing medicine, exercising control over physicians

or engaging in certain practices such as fee-splitting with physicians.

Although we believe that we have structured our

arrangements to ensure that the healthcare professionals maintain exclusive authority regarding the delivery of medical care

and prescription of medications when clinically appropriate, there can be no assurance that these laws will be interpreted in

a manner consistent with our practices or that other laws or regulations will not be enacted in the future that could have a

material and adverse effect on our business, financial condition and results of operations.

Regulatory authorities, state

licensing boards, state attorneys general and other parties, including our affiliated professional entities, may assert that,

despite the management service agreement and other arrangements through which we operate, we are engaged in the

prohibited corporate practice of medicine, and/or that our arrangements with our affiliated professional entities constitute

unlawful fee-splitting.

If a state’s prohibition on the corporate practice of medicine or fee-splitting law is interpreted in a

manner that is inconsistent with our practices, we would be required to restructure or terminate our relationship with our

affiliated professional entities to bring its activities into compliance with such laws.

A determination of non-compliance, or the

termination of or failure to successfully restructure these relationships could result in disciplinary action, penalties, damages,

fines, and/or a loss of revenue, any of which could have a material and adverse effect on our business, financial condition

and results of operations.

State corporate practice of medicine doctrines and fee-splitting prohibitions also often impose

penalties on healthcare professionals for aiding the corporate practice of medicine, which could discourage physicians and

other healthcare professionals from participating in our network of providers.

In the event that we must remedy such violations, we may be required to modify our products

and services in such states in a manner that undermines our products and services or business, we may become subject to

fines or other penalties or, if we determine that the requirements to operate in compliance in such states are overly

burdensome, we may elect to terminate our operations in such states.

In each case, our business, financial condition, and

results of operations could be materially adversely affected.

Our telehealth related products and services and relationships with our affiliated physician-owned professional

entities may implicate laws governing the practice of medicine and fee-splitting .

Our telehealth related products and services (where telehealth services are rendered by healthcare providers employed

by or contracted with our affiliated professional entities, including through staffing providers, such as Wheel) may implicate

certain state laws in the United States that generally prohibit non-physician entities from practicing medicine, exercising

control over physicians or engaging in certain practices such as fee-splitting with physicians.

Although we believe that we

have structured our arrangements to ensure that the healthcare professionals maintain exclusive authority regarding the

delivery of medical care and prescription of medications when clinically appropriate, there can be no assurance that these

laws will be interpreted in a manner consistent with our practices or that other laws or regulations will not be enacted in the

future that could have a material and adverse effect on our business, financial condition, and results of operations.

Regulatory authorities, state licensing boards, state attorneys general, and other parties, including our affiliated professional

entities, may assert that, despite the management service agreement and other arrangements through which we operate,

we are engaged in the prohibited corporate practice of medicine, and/or that our arrangements with our affiliated

professional entities constitute unlawful fee-splitting.

If a state’s prohibition on the corporate practice of medicine or fee-

splitting law is interpreted in a manner that is inconsistent with our practices, we would be required to restructure or

terminate our relationship with our affiliated professional entities to bring its activities into compliance with such laws.

determination of non-compliance, or the termination of or failure to successfully restructure these relationships could result in

disciplinary action, penalties, damages, fines, and/or a loss of revenue, any of which could have a material and adverse

effect on our business, financial condition, and results of operations.

State corporate practice of medicine doctrines and fee-

splitting prohibitions also often impose penalties on healthcare professionals for aiding the corporate practice of medicine,

which could discourage physicians and other healthcare professionals from participating in our network of providers.

The impact of healthcare reform legislation and other proposed or future changes impacting the healthcare

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The healthcare industry is subject to changing political, regulatory and other influences.

The Affordable Care Act (the

“ACA”), enacted in March 2010, made major changes in how healthcare is delivered and reimbursed, and increased access

to health insurance benefits to the uninsured and underinsured population of the United States.

The ACA, among other

things, increased the number of individuals with Medicaid and private insurance coverage, implemented reimbursement

policies that tie payment to quality, facilitated the creation of accountable care organizations that may use capitation and

other alternative payment methodologies, strengthened enforcement of fraud and abuse laws and encouraged the use of

information technology .

New and changing laws, regulations, executive orders and other governmental actions, particularly from the new

presidential administration, may also create uncertainty about how laws and regulations will be interpreted and applied.

Such changes can adversely affect our business by increasing our costs, reducing spending by our customers, limiting the

Company’s ability to pursue or offer new offerings, and requiring changes to our business.

New and changing laws,

regulations, and executive orders can also create uncertainty about how such laws and regulations will be interpreted and

Regulatory changes and other actions that materially adversely affect our business may be announced with little or

no advance notice and we may not be able to effectively mitigate all adverse impacts from such measures.

interpretations of such legal obligations can expose us to significant fines, government investigations, litigation and

reputational harm.

If we are found to have violated laws, regulations, or executive orders, it could materially adversely affect

our business, reputation, results of operations and financial condition.

The ACA, enacted in 2010,

made major changes in how healthcare is delivered and reimbursed, and increased access to health insurance benefits to

the uninsured and underinsured population of the United States.

The ACA, among other things, increased the number of

individuals with Medicaid and private insurance coverage, implemented reimbursement policies that tie payment to quality,

facilitated the creation of accountable care organizations that may use capitation and other alternative payment

methodologies, strengthened enforcement of fraud and abuse laws and encouraged the use of information technology.

New and changing laws, regulations, executive orders, and other governmental actions, particularly from the Trump

administration, may also create uncertainty about how laws and regulations will be interpreted and applied.

can adversely affect our business by increasing our costs, reducing spending by our customers, limiting the Company’s

ability to pursue or offer new offerings, and requiring changes to our business.

Regulatory changes and other actions that

materially adversely affect our business may be announced with little or no advance notice and we may not be able to

effectively mitigate all adverse impacts from such measures.

Differing interpretations of such legal obligations can expose us

to significant fines, government investigations, litigation, and reputational harm.

If we are found to have violated laws,

regulations, or executive orders, it could materially adversely affect our business, reputation, results of operations, and

financial condition.

In addition, recently there has been heightened governmental scrutiny of the manner in which pharma manufacturers

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manufacturer patient programs.

Most significantly, in August 2022, former President Biden signed the Inflation Reduction Act

of 2022 (the “IRA”) into law.

This statute marks the most significant action by Congress with respect to the pharmaceutical

industry since adoption of the ACA in 2010.

Among other things, the IRA requires manufacturers of certain drugs to engage

in price negotiations with Medicare, with prices that can be negotiated subject to a cap;

imposes rebates under Medicare

Part B and Medicare Part D to penalize price increases that outpace inflation (first due in 2023);

redesigns the Medicare Part

D benefit (beginning in 2024);

and replaces the Part D coverage gap discount program with a new manufacturer discounting

program (beginning in 2025).

The Centers for Medicare & Medicaid Services has published the negotiated prices for the

initial ten drugs, which will first be effective in 2026, and has published the list of the subsequent 15 drugs that will be subject

to negotiation.

The IRA permits the Secretary of the Department of Health and Human Services to implement many of these

provisions through guidance, as opposed to regulation, for the initial years.

HHS has and will continue to issue and update

guidance as these programs are implemented, although the drug price negotiation program is currently subject to legal

In addition, the IRA delayed the final rule removing safe harbor protection for price reductions given by

pharmaceutical manufacturers to plan sponsors under Part D, either directly or through PBMs, unless the price reduction is

required by law, until 2032.

The impact of the IRA on our business and the pharmaceutical industry cannot yet be fully

determined, but is likely to be significant .

For example, the Inflation Reduction Act (the “IRA”) was enacted in 2022.

marks the most significant action by Congress with respect to the pharmaceutical industry since adoption of the ACA in

Among other things, the IRA requires manufacturers of certain drugs to engage in price negotiations with Medicare,

with prices that can be negotiated subject to a cap, imposes rebates under Medicare Part B and Medicare Part D to penalize

price increases that outpace inflation (first became due in 2023), redesigns the Medicare Part D benefit (beginning in 2024),

and replaces the Part D coverage gap discount program with a new discounting program (which began on January 1, 2025).

The IRA permits the HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial

CMS published the negotiated prices for the initial ten drugs, which went into effect in 2026, and for the subsequent

15 drugs, which will first be effective in 2027, as well as the next set of 15 drugs that will be subject to price negotiations .

Each year thereafter, more Part B and Part D products will become subject to the HHS price negotiation program.

issued and is expected to continue to issue guidance implementing the IRA, although the negotiation program is currently

subject to legal challenges.

In addition, the IRA delayed the final rule removing safe harbor protection for price reductions

given by pharmaceutical manufacturers to plan sponsors under Part D, either directly or through PBMs, unless the price

reduction is required by law, until 2032.

While the impact of the IRA on us and the pharmaceutical industry cannot yet be

fully determined, it is likely to be significant.

In July 2025, the OBBBA was enacted, which imposes significant reductions in the funding of the Medicaid program and

restrictions for certain groups to access the ACA Marketplace.

These changes are expected to decrease the number of

persons enrolled in Medicaid and reduce the services covered by Medicaid, and may result in an increase in the number of

individuals who are unable to access health insurance benefits and medical care, which could adversely affect their ability to

receive prescriptions and certain prescribed medications.

The impact of the OBBBA on our business and the pharmaceutical

industry cannot yet be fully determined, but is likely to be significant.

M ore recently, the current presidential administration has proposed significant tariffs on pharmaceutical manufacturers

that do not adopt pricing policies such as most favored nation pricing, which would tie the price for drugs in the U.S.

lowest price in a group of other countries.

In response, multiple manufacturers have entered into confidential pricing

agreements with the federal government, and as part of these agreements, have announced their participation in a new

government sponsored direct-to-consumer platform, TrumpRx, which was launched in February 2026 and designed to offer

consumers discounts on their products and some specialty brands.

A ny potential positive or negative impact on our

business, offerings or results of operations, are unclear at this time but may be significan t .

On the other hand, the Trump

administration is pursuing traditional regulatory pathways to impose drug pricing policies and published two proposed

regulations in December 2025, referred to as Globe and Guard.

If finalized, these regulations would implement mandatory

payment models under which manufacturers of eligible drugs would be required to pay rebates to the federal government on

a portion of the units of their drugs that are reimbursed by Medicare, with the rebate amount based on Most-Favored-Nation

While the impact of the Globe and Guard proposed regulations, if finalized, cannot yet be determined, it is likely to

be significant.

Even regulatory proposals or executive actions that are ultimately deemed unlawful could negatively impact

pharmaceutical sector and our business.

Our ability to realize the benefits of opportunities that we elect to pursue, such as initiatives related to TrumpRx, may be

limited, and we may be unable to fully achieve related business goals.

At the same time, ongoing changes and shifts in

healthcare policy, or changes in applicable legal standards, may reduce or even eliminate these opportunitie s.

any returns on our investment in developing these opportunities are uncertain and the failure to achieve related business

goals may adversely affect our financial condition and results of operations.

Congress has and is likely to continue to scrutinize key participants in the healthcare industry, including PBMs.

number of bills have been introduced in Congress that would further regulate PBMs and impose additional requirements.

T he FTC has issued statements about PBMs and conducted a study of PBMs that resulted in two published reports, which

The FTC has issued statements about PBMs and conducted a study of PBMs that resulted in two published reports, which

could motivate further actions by Congress with respect to PBM regulation.

Any findings in the report may motivate further

actions by Congress with respect to PBM regulatio n .

actions by Congress with respect to PBM regulation.

In September 2024, the FTC filed an administrative complaint against

the three largest PBMs and their affiliated group purchasing organizations alleging that the PBMs engaged in anti-

competitive and unfair practices that increased costs for insulin medicati on.

I t is unclear what the results of this matter will

be, and what impact this will have on the PBM industry and our business, financial condition and results of operations.

information regarding certain antitrust litigation initiated against us regarding our relationship with PBMs, see Note 13 to our

audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K and our risk factor titled

“We are, and may become in the future, subject to various legal proceedings and claims that arise in or outside the ordinary

course of business, which may require significant management time and attention, result in significant legal expenses and

may result in unfavorable outcomes, which may have a material adverse effect on our business, operating results and

financial condition, and negatively affect the price of our Class A common stock.”

competitive and unfair practices that increased costs for insulin medication.

As part of a proposed settlement in one of these

actions, the PBM has agreed to fundamental changes in its business practices.

It is unclear what the results of the remaining

matters will be, and what impact the announced settlement and the outcome of the remaining matters will have on the PBM

industry and our business, financial condition, and results of operations.

See our risk factor titled “ We are, and may become

in the future, subject to various legal proceedings and claims that arise in or outside the ordinary course of business, which

may require significant management time and attention, result in significant legal expenses and may result in unfavorable

outcomes, which may have a material adverse effect on our business, operating results and financial condition, and

negatively affect the price of our Class A common stock .”

Individual states in the United States have also increasingly passed legislation and implemented regulations designed

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Some states have enacted legislation creating so-called prescription drug

affordability boards, which ultimately may attempt to impose price limits on certain drugs in these states.

In addition, the

Supreme Court held in December 2020 in Rutledge v.

Pharmaceutical Care Management that ERISA, a federal statute, did

not preempt an Arkansas state law that regulates PBM reimbursements to network pharmacies and other standards for

affordability boards, and at least one state is using its board to impose price limits on certain drugs in the state.

the Supreme Court held in December 2020 in Rutledge v.

Pharmaceutical Care Management that ERISA, a federal statute,

did not preempt an Arkansas state law that regulates PBM reimbursements to network pharmacies and other standards for

PBMs’ reimbursements to network pharmacies.

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expense constraints on us or our industry partners that could adversely affect our partnerships or our operations.

Our offerings also provide consumers access to compounded injectable semaglutide, a glucagon-like peptide-1 receptor

agonist ("GLP-1").

GLP-1s are subject to elevated consumer demand, foreign, federal and state-specific regulatory

limitations, limited manufacturing capacity and potential supply chain disruptions, all of which could affect our ability to

provide continuing access to such GLP-1s.

Increasing consumer demand could further increase prices and/or constrain

The evolving regulatory landscape has also impacted our ability to continue offering access to such products.

example, in the United States, all doses of semaglutide branded under Ozempic and Wegovy became listed as available on

the FDA’s shortage list as of October 30, 2024.

On February 21, 2025, the FDA resolved the semaglutide shortage, and on

May 22, 2025, the FDA’s period of enforcement discretion following resolution of the shortage concluded with respect to

503B outsourcing facilities.

Resolution of the shortage has constrained and is expected to continue to constrain our ability to

continue providing access to compounded semaglutide on our platform.

The regulatory landscape applicable to GLP-1s

continues to rapidly evolve.

If regulatory or market conditions change, or we are unable to meet our customers’ demand for

our offerings, or if they do not otherwise meet customer expectations, our brand, reputation and results of operations could

be adversely affected.

We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could

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In addition, we have agreed to nominate to our Board individuals designated by Silver Lake, Francisco

Partners, Spectrum and Idea Men, LLC in accordance with our stockholders agreement.

Silver Lake, Francisco Partners,

Spectrum and Idea Men, LLC each retain the right to designate directors for so long as they beneficially own at least 5% of

the aggregate number of shares of common stock outstanding.

Even when the parties to our stockholders agreement cease

to own shares of our stock representing a majority of the total voting power, for so long as the parties to our stockholders

agreement continue to own a significant percentage of our stock, particularly our Class B common stock, they will still be

able to significantly influence or effectively control the composition of our Board and the approval of actions requiring

stockholder approval through their voting power.

Accordingly, for such period of time, the parties to our stockholders

agreement will have significant influence with respect to our management, business plans and policies.

In particular, for so

long as the parties to our stockholders agreement continue to own a significant percentage of our stock, particularly our

Class B common stock, the parties to our stockholders agreement may be able to cause or prevent a change of control of

our company or a change in the composition of our Board, and could preclude any unsolicited acquisition of our company.

The concentration of ownership could deprive investors of an opportunity to receive a premium for their shares of Class A

common stock as part of a sale of our company and ultimately might affect the market price of our Class A common stock.

Partners, and Idea Men, LLC in accordance with our stockholders agreement.

Silver Lake, Francisco Partners, and Idea

Men, LLC each retain the right to designate directors for so long as they beneficially own at least 5% of the aggregate

number of shares of common stock outstanding.

Even when the parties to our stockholders agreement cease to own shares

of our stock representing a majority of the total voting power, for so long as the parties to our stockholders agreement

continue to own a significant percentage of our stock, particularly our Class B common stock, they will still be able to

significantly influence or effectively control the composition of our Board and the approval of actions requiring stockholder

approval through their voting power.

Accordingly, for such period of time, the parties to our stockholders agreement will have

significant influence with respect to our management, business plans, and policies.

In particular, for so long as the parties to

our stockholders agreement continue to own a significant percentage of our stock, particularly our Class B common stock,

the parties to our stockholders agreement may be able to cause or prevent a change of control of our company or a change

in the composition of our Board, and could preclude any unsolicited acquisition of our company.

The concentration of

ownership could deprive investors of an opportunity to receive a premium for their shares of Class A common stock as part

of a sale of our company and ultimately might affect the market price of our Class A common stock.

Further, our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” will

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administrative or legal proceedings that may arise in the course of our operations can involve substantial costs, including the

costs associated with investigation, litigation and possible settlement, judgment, penalty or fine, as well as injunctive relief or

other remedies that could adversely impact our operations.

costs associated with investigation, litigation, and possible settlement, judgment, penalty or fine, as well as injunctive relief

or other remedies that could adversely impact our operations.

In addition, lawsuits and other legal proceedings may be time

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current or future litigation could have a material adverse effect on our business, operating results, or financial condition.

if the plaintiffs’ claims are not successful, current or future litigation could result in substantial costs and significantly and

adversely impact our reputation and divert management’s attention and resources, which could have a material adverse

Even if the plaintiffs’ claims are not successful, current or future litigation could result in substantial costs and significantly

and adversely impact our reputation and divert management’s attention and resources, which could have a material adverse

effect on our business, operating results and financial condition, and negatively affect the price of our Class A common

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See Note 13 to our audited

consolidated financial statements included elsewhere in this Annual Report on Form 10-K fo r additional i nformation.

consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.

We are a “controlled company” under the corporate governance rules of The Nasdaq Stock Market and, as a result,

qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

You will not have

the same protections afforded to stockholders of companies that are subject to such requirements.

As of December 31, 2024 , certain affiliates of Silver Lake, Francisco Partners, Spectrum and Idea Men, LLC own

approximately 94.8% of the combined voting power of our Class A and Class B common stock and are parties, among

others, to a stockholders agreement.

As a result, we are a “controlled company” within the meaning of the corporate

governance standards of The Nasdaq Stock Market rules.

Under these rules, a listed company of which more than 50% of

the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply

with certain corporate governance requirements, including:

qualify for, and rely on, exemptions from certain corporate governance requirements.

You do not have the same

protections afforded to stockholders of companies that are subject to such requirements.

As of December 31, 2025 , certain affiliates of Silver Lake, Francisco Partners, and Idea Men, LLC own approximately

93.8% of the combined voting power of our Class A and Class B common stock and are parties, among others , to a

stockholders agreement.

As a result, we are a “controlled company” within the meaning of the corporate governance

standards of The Nasdaq Stock Market rules.

Under these rules, a listed company of which more than 50% of the voting

power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with

certain corporate governance requirements, including:

• the requirement that a majority of its board of directors consist of independent directors;

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• our dual class common stock structure, which provides certain affiliates of Silver Lake, Francisco Partners,

Spectrum, Idea Men, LLC and our Co-Founders, individually or together, with the ability to significantly

influence the outcome of matters requiring stockholder approval, even if they own significantly less than a

majority of the shares of our outstanding Class A common stock and Class B common stock;

Idea Men, LLC, and our Co-Founders, individually or together, with the ability to significantly influence the

outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the

shares of our outstanding Class A common stock and Class B common stock;

• our staggered Board;

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SLP Geology Aggregator, L.P.,

Francisco Partners IV, L.P., Francisco Partners IV-A, L.P., Spectrum Equity VII, L.P., Spectrum VII Investment Managers’

Fund, L.P., Spectrum VII Co-Investment Fund, L.P.

and Idea Men, LLC or their affiliates and any director or stockholder who

is not employed by us or our subsidiaries, therefore, have no duty to communicate or present corporate opportunities to us,

and have the right to either hold any corporate opportunity for their (and their affiliates’) own account and benefit or to

recommend, assign or otherwise transfer such corporate opportunity to persons other than us, including to any director or

stockholder who is not employed by us or our subsidiaries.

As a result, certain of our stockholders, directors and their

respective affiliates are not prohibited from operating or investing in competing businesses.

Francisco Partners IV, L.P., Francisco Partners IV-A, L.P.

and Idea Men, LLC or their affiliates and any director or

stockholder who is not employed by us or our subsidiaries, therefore, have no duty to communicate or present corporate

opportunities to us, and have the right to either hold any corporate opportunity for their (and their affiliates’) own account and

benefit or to recommend, assign or otherwise transfer such corporate opportunity to persons other than us, including to any

director or stockholder who is not employed by us or our subsidiaries.

As a result, certain of our stockholders, directors, and

their respective affiliates are not prohibited from operating or investing in competing businesses.

We, therefore, may find

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Accordingly, we may lose a

corporate opportunity or suffer competitive harm, which could negatively impact our business, operating results and financial

corporate opportunity or suffer competitive harm, which could negatively impact our business, operating results, and

financial condition.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware

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taxing jurisdiction or our ownership or capital structures.

For example, the Inflation Reduction Act of 2022, enacted in August

2022, imposes a minimum tax on certain corporations with book income of at least $1 billion (subject to certain adjustments)

and an excise tax on certain stock buybacks and similar corporate actions.

For example, the IRA, enacted in August 2022, imposes a minimum

tax on certain corporations with book income of at least $1 billion (subject to certain adjustments) and an excise tax on

certain stock buybacks and similar corporate actions.

We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may

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issuing patents or patents issuing with more limited scope.

Similarly, over the last several years, Congress has considered

expanding the test for patent definiteness under Section 112(f) of the Patent Act in a way that could result in a diminished

value for issued patents.

While proposed changes to that law in 2019 were not enacted, Congress could consider

reintroducing these proposed changes in connection with its current exploration into amending the Section 101 law.

There are also legislative discussions regarding the changing of rules relating to post-grant review of patents through

IPR or covered business method (“CBM”) review.

For example, current case law holds that the Patent Trial and Appeal

Board (“PTAB”) has the sole authority to determine whether to institute an IPR or CBM, and such decision is unreviewable

Efforts to amend the law to allow appellate review of PTAB institution decisions could result in an increase of

institution as a result of such appellate review, and a corresponding increase in invalidation through these processes.

Similarly, several years ago, Congress considered expanding the

test for patent definiteness under Section 112(f) of the Patent Act in a way that could result in a diminished value for issued

While proposed changes to that law were not enacted, Congress could consider reintroducing these proposed

changes in connection with its current exploration into amending the Section 101 law.

There also have been legislative discussions regarding the changing of rules relating to post-grant review of patents

through IPR or covered business method (“CBM”) review.

For example, current case law holds that the Patent Trial and

Appeal Board (“PTAB”) has the sole authority to determine whether to institute an IPR or CBM, and such decision is

unreviewable on appeal.

Efforts to amend the law to allow appellate review of PTAB institution decisions could result in an

increase of institution as a result of such appellate review, and a corresponding increase in invalidation through these

Because of a lower evidentiary standard in PTAB proceedings compared to the evidentiary standard in U.S.

federal courts

necessary to invalidate a patent claim, a third party could potentially provide evidence in a PTAB proceeding sufficient for the

PTAB to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in

a district court action.

Accordingly, a third party may attempt to use the PTAB procedures to invalidate our patent claims that

would not have been invalidated if first challenged by the third party as a defendant in a district court action, and legislative

attempts to make it easier to appeal successful patent-holder results could diminish the value of patents.

federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a PTAB proceeding

sufficient for the PTAB to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if

first presented in a district court action.

Accordingly, a third party may attempt to use the PTAB procedures to invalidate our

patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court

action, and legislative attempts to make it easier to appeal successful patent-holder results could diminish the value of

Further, the Trump Administration has been issuing rules to try to make it more difficult to challenge patents through

the IPR process at the PTAB.

While this would improve our rights as a patent holder, it would make it more difficult to

challenge patents of others if we were to decide to do so.

In addition, the patent position of companies engaged in the development and commercialization of software and

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• sales of large blocks of our Class A common stock, including sales by certain affiliates of Silver Lake,

Francisco Partners, Spectrum, Idea Men, LLC, our Co-Founders or our executive officers and directors;

Francisco Partners, Idea Men, LLC, our Co-Founders, or our executive officers and directors;

• lawsuits threatened or filed against us;

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Any similar litigation against

us could result in substantial costs, divert management’s attention and resources, and harm our business, financial condition

and results of operations.

us could result in substantial costs, divert management’s attention and resources, and harm our business, financial

condition, and results of operations.

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