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If our strategy does not achieve its expected benefits, there could be negative impacts to our business, financial condition and results of operations.
−Removed: • Current or future restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition, and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all.
+Added: • Future restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition, and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all.
• Our operating results may vary significantly from quarter to quarter.
−Removed: and international operations are subject to varied and evolving sociopolitical conditions as well as commercial, employment and regulatory challenges, and our inability to adapt to the diverse and changing landscapes of our U.S.
−Removed: and international markets may adversely affect our business.
+Added: and international operations are subject to varied and evolving sociopolitical conditions as well as commercial, employment and regulatory challenges.
+Added: • Our future success depends upon our ability to attract and retain high quality merchants and third-party business partners.
+Added: • If we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed.
+Added: • We operate in a highly competitive industry with relatively low barriers to entry and must compete successfully in order to grow our business.
• Our success is dependent upon our ability to provide a superior mobile experience for our customers and our customers' continued ability to access our offerings through mobile devices.
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• The loss of key executives, members of our management team and employees across our organization, or our failure to attract and retain other highly qualified personnel in the future could harm our business.
−Removed: • Our material weakness in internal control over financial reporting could impair our ability to report accurate and timely financial information and have a material and adverse effect on our financial condition and results of operations.
+Added: • We previously identified material weaknesses in our internal control over financial reporting, and if we fail to maintain effective internal controls, it could impair our ability to report accurate and timely financial information and have a material and adverse effect on our financial condition and results of operations.
+Added: • Failure to deal effectively with fraudulent transactions and customer disputes would increase our loss rate and harm our business.
+Added: • We are subject to a variety of payments-related risks that could adversely affect our business, financial condition, and results of operations.
Risks Related to Technology and Cybersecurity
−Removed: • We may be subject to breaches of our information technology systems, which could harm our relationships with our customers, merchants, employees and third-party business partners, subject us to negative publicity and litigation, and cause substantial harm to our business or brand.
+Added: • We rely on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace and acquire customers.
+Added: • We may be subject to breaches of our information technology systems, which could result in the unauthorized access to, or disclosure of, proprietary, confidential, or personal information relating to our customers, merchants, employees, and partners.
• Our business depends on our ability to maintain and improve the technology infrastructure necessary to send our emails and operate our websites, mobile applications and transaction processing systems, and any significant disruption in service on our email network infrastructure, websites, mobile applications or transaction processing systems could result in a loss of customers or merchants.
• As we have increased our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations.
+Added: • Our use of AI and machine learning poses new operational, legal, and reputational risks.
Risks Related to Transactions and Investments
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• We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.
+Added: • Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our base of customers and merchants could be impaired and our business and operating results could be harmed.
Risks Related to Legal, Regulatory, Privacy and Tax Matters
1 unchanged sentence
• The application of certain laws and regulations, including, among other laws, the CARD Act and similar state and foreign laws, may harm our business and results of operations.
+Added: • Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.
• Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include Groupon vouchers or other offerings.
2 unchanged sentences
federal, state and international privacy laws and regulations, could adversely affect our business.
−Removed: • Misclassification or reclassification of our independent contractors, agency workers or employees could increase our costs and adversely impact our business.
−Removed: • We may have exposure to greater than anticipated tax liabilities, including the Italy tax Assessment.
+Added: • We may suffer liability as a result of information or content retrieved from or transmitted over the Internet and claims related to our service offerings.
+Added: • We may have exposure to greater than anticipated tax liabilities, including foreign tax assessments.
• The adoption of tax reform policies, including the enactment of legislation or regulations implementing changes in the tax treatment of companies engaged in Internet commerce and U.S.
taxation could materially affect our financial position and results of operations.
+Added: • Our ability to use our tax attributes to reduce future U.S.
+Added: income taxes could be subject to certain limitations.
• We may be adversely affected by global climate change or by legal, regulatory, or market responses to such change.
1 unchanged sentence
• Our access to capital may be limited and our ability to successfully manage and raise capital in the future may fail, which could prevent us from growing and adversely impact our liquidity.
−Removed: • We may not have the ability to raise the funds necessary to settle conversions of the 2026 Notes and 2027 Notes in cash, to repurchase the 2026 Notes and 2027 Notes upon a fundamental change or to repay the 2026 Notes and 2027 Notes in cash at their maturity (if not earlier converted, redeemed or repurchased), and our current outstanding and future debt may contain limitations on our ability to pay cash upon conversions of the 2026 Notes and 2027 Notes or at their maturity or to repurchase the 2026 Notes and 2027 Notes.
−Removed: • The terms of the 2026 Notes and 2027 Notes could delay or prevent an attempt to take over our Company.
−Removed: • The conditional conversion feature of the 2026 Notes and 2027 Notes, if triggered, may adversely affect our financial condition and operating results.
+Added: • We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash, to repurchase the Notes upon a fundamental change or to repay the Notes in cash at their maturity (if not earlier converted, redeemed or repurchased), and our current outstanding and future debt may contain limitations on our ability to pay cash upon conversions of the Notes or at their maturity or to repurchase the Notes.
+Added: • The terms of the Notes could delay or prevent an attempt to take over our Company.
+Added: • The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.
Risks Related to Ownership of Our Common Stock
• The trading price of our Common Stock is highly volatile.
−Removed: • The capped call transactions may affect the value of our 2026 Notes Common Stock.
+Added: • If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.
+Added: • We do not intend to pay dividends for the foreseeable future.
+Added: • Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.
+Added: • The capped call transactions may affect the value of our 2026 Notes and our Common Stock.
• We are subject to counterparty risk with respect to the capped call transactions.
Risks Related to Our Business, Operations and Strategy
−Removed: Our strategy may be unsuccessful and may expose us to additional risks.
−Removed: If our strategy does not achieve its expected benefits, there could be negative impacts to our business, financial condition and results of operations.
−Removed: We are implementing a strategy to become the trusted marketplace where customers go to buy local services and experiences and return the Company to growth.
−Removed: We intend to execute our strategy by building long-term relationships with local merchants to improve our inventory selection and improving the customer experience through inventory curation and improved convenience in order to drive customer demand and purchase frequency.
−Removed: There are no assurances that our actions will be successful in executing our strategy and returning the Company to growth.
−Removed: Our efforts may prove more difficult than we currently anticipate.
−Removed: Further, we may not succeed in realizing the benefits of these efforts on our anticipated timeline or at all.
−Removed: In addition, as we implement our strategy, the macroeconomic environment, including but not limited to, inflationary pressures, higher labor costs, tariff policy, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior may make it more difficult to effectively execute our strategy, including to quickly test, learn and scale initiatives relating to improving inventory selection or improving customer experience.
−Removed: Even if fully implemented, our strategy may not result in a return to growth or the other anticipated benefits to our business, financial condition and results of operations.
−Removed: If we are unable to effectively execute our strategy and realize its anticipated benefits, it could negatively impact our business, financial condition and results of operations.
−Removed: Current or future restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition, and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all.
−Removed: In August 2022, we initiated a multi-phase cost savings plan designed to reduce our expense structure and align with our go-forward business and financial objectives.
−Removed: The cost savings plan included a restructuring plan and each phase of the restructuring plan was approved by our Board as follows:
−Removed: the first phase was approved in August 2022, the second phase was approved in January 2023 and the third phase was approved in July 2023.
−Removed: The implementation of the restructuring plan, including the impact of workforce reductions and other non-payroll cost savings measures could be disruptive to our operations, make it difficult to attract or retain employees, result in higher than anticipated charges, and otherwise adversely affect our results of operations and financial condition.
−Removed: In addition, our ability to complete the restructuring plan and achieve the anticipated benefits from the plan within the expected time frame, or at all, is subject to estimates and assumptions and may vary materially from our expectations, including as a result of factors that are beyond our control.
−Removed: Furthermore, following completion of the restructuring plan, our business may not be more efficient or effective than prior to implementation of the restructuring plan.
+Added: Our strategy to return the Company to stabilized growth may be unsuccessful and may expose us to negative impacts on our business, financial condition and results of operations.
+Added: We continue to implement a strategy to become the trusted marketplace where customers go to buy local services and experiences.
+Added: We are executing this by building long-term relationships with local merchants to improve our inventory selection and by improving the customer experience through inventory curation and improved convenience in order to drive customer demand and purchase frequency.
+Added: However, there are no assurances that these actions will be successful in returning the Company to stabilized growth.
+Added: Our efforts may prove more difficult and costly than we currently anticipate.
+Added: Specifically, the macroeconomic environment--including inflationary pressures, higher labor costs, tariff or other trade policies, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior—may limit our merchants' ability to offer deals or service customers, and reduce consumer discretionary spending.
+Added: These factors may make it more difficult to effectively execute our strategy, including to quickly test, learn and scale initiatives relating to improving inventory selection or improving customer experience.
+Added: If we are unable to effectively execute our strategy and realize its anticipated benefits, our business, financial condition and results of operations could be negatively impacted.
+Added: Future restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition;
+Added: and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all.
+Added: The implementation of a restructuring plan, including workforce reductions and other non-payroll cost savings measures, could be disruptive to our operations, result in the loss of institutional knowledge, make it difficult to attract or retain employees, result in higher than anticipated charges, and otherwise adversely affect our results
+Added: of operations and financial condition.
+Added: Such disruptions may also strain our internal resources, potentially increasing the risk of failures in our internal controls and compliance processes.
+Added: In addition, our ability to complete a restructuring plan and achieve the anticipated benefits from the plan within the expected time frame, or at all, is subject to estimates and assumptions that may vary materially from our expectations due to factors beyond our control.
+Added: Furthermore, following completion of any restructuring plan, our business may not be more efficient or effective than prior to implementation of the restructuring plan.
Our operating results may vary significantly from quarter to quarter.
−Removed: Our operating results may vary significantly from quarter to quarter due to the rapidly evolving nature of our business and other reasons.
+Added: Our operating results may vary significantly from quarter to quarter due to the rapidly evolving nature of our business and seasonal fluctuations.
We believe that our ability to achieve and maintain revenue growth and profitability will depend, among other factors, on our ability to:
−Removed: • respond to macroeconomic challenges, including but not limited to, inflationary pressures, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior and the ability to optimize our supply to take into account consumer preferences at a particular point in time;
+Added: • respond to macroeconomic challenges, including but not limited to, inflationary volatility, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior and the ability to optimize our supply to take into account consumer preferences at a particular point in time;
• acquire new customers, retain existing customers, and increase customer purchase frequency;
• attract and retain high-quality merchants;
−Removed: • maintain our current relationships with or attract new vendors, suppliers and service providers on agreeable terms;
+Added: • maintain our current relationships with or attract new vendors, suppliers, service providers and strategic partnerships on agreeable terms;
• maintain contracts that are critical to our operations;
−Removed: • attract and retain key employees, including attracting and retaining talent with an appropriate level of skill and experience, including product and technology expertise, cybersecurity expertise, GAAP knowledge and experience to create the proper control environment for effective internal control over financial reporting;
• effectively address and respond to challenges in international markets;
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• successfully achieve the anticipated benefits of business combinations or acquisitions, strategic investments and divestitures;
−Removed: • complete the multi-phased cost savings plan and achieve the anticipated benefits from the plan;
• provide a superior customer service experience for our customers;
• avoid interruptions to our services, including as a result of attempted or successful cybersecurity attacks or breaches;
−Removed: • respond to continuous changes in consumer and merchant use of technology;
+Added: • respond to continuous changes in consumer and merchant use of technology, including AI;
• optimize and diversify our traffic channels.
−Removed: • react to challenges from existing and new competitors;
−Removed: • respond to periodic changes in supply and demand;
−Removed: • address challenges from existing and new laws and regulations.
I n addition, our margins and profitability may depend on our inventory mix, geographic revenue mix, discount rates mix and merchant and third-party business partner pricing terms.
Accordingly, our operating results and profitability may vary significantly from quarter to quarter.
−Removed: and international operations are subject to varied and evolving sociopolitical conditions as well as commercial, employment and regulatory challenges, and our inability to adapt to the diverse and changing landscapes of our U.S.
−Removed: and international markets may adversely affect our business.
−Removed: Our operations require management attention and resources and also require us to localize our services to conform to a wide variety of local cultures, business practices, laws and policies.
−Removed: Our operations are subject to numerous risks, including the following:
−Removed: • our ability to maintain merchant and customer satisfaction such that our marketplace will continue to attract high quality merchants;
−Removed: • our ability to successfully respond to macroeconomic challenges, including but not limited to, inflationary pressures, higher labor costs, tariff policy, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior and the ability to optimize our supply to take into account consumer preferences at a particular point in time;
−Removed: • political, economic and civil instability and uncertainty (including macroeconomic conditions impacting us, our customers, merchants, or our vendors, acts of terrorism, civil unrest, labor unrest, violence and outbreaks of war and pandemics or other disease outbreaks);
−Removed: • disruptions and instability in the international markets in which we operate, including Poland, as a result of the ongoing conflict in Ukraine and the Middle East;
−Removed: • Challenges in navigating legal and judicial systems in international jurisdictions, which may vary significantly in complexity, efficiency, and enforceability, and where we do not employ legal staff locally, further increasing the difficulty of addressing and resolving disputes;
−Removed: • currency exchange rate fluctuations;
−Removed: • strong local competitors who may better understand the local market and/or have greater resources in the local market;
−Removed: • different regulatory or other legal requirements (including potential fines and penalties that may be imposed for failure to comply with those requirements), such as regulation of gift cards and coupon terms, Internet services, professional selling, distance selling, bulk emailing, privacy and data protection (including GDPR), cybersecurity, business licenses and certifications, taxation (including the European Union's voucher directive, digital service tax and similar regulations and any audits), consumer protection laws including those restricting the types of services we may offer (e.g., medical-related services), banking and money transmitting, that may limit or prevent the offering of our services in some jurisdictions, cause unanticipated compliance expenses or limit our ability to enforce contractual obligations;
−Removed: • our ability to use a common technology platform in our North America and International segments to operate our business without significant business interruptions or delays;
−Removed: • difficulties in integrating with local payment providers, including banks, credit and debit card networks and electronic funds transfer systems;
−Removed: • the ability to quickly and effectively consult with, negotiate and seek the consent or opinion of, various employee groups, our international workers' councils and trade unions that represent our international employees on various matters including restructuring actions, strategic decisions, any changes to our activities or employee benefits and other business critical matters, which could result in the delay of executing key actions or product delivery and increase costs;
−Removed: • the local legal restrictions relating to employment and staffing;
−Removed: • difficulty in staffing, including attracting and retaining talent with an appropriate level of skill and experience, including knowledge and experience in developing and managing foreign operations, including through centralized shared service centers, as a result of distance, language barriers and cultural differences;
−Removed: • periodic reductions in business activity;
−Removed: • expenses associated with localizing our products;
−Removed: • differing intellectual property laws.
−Removed: We are subject to complex laws and regulations that apply to our international operations, such as data privacy and protection requirements, including GDPR, the FCPA, the UK Anti-Bribery Act and similar local laws prohibiting certain payments to government officials, banking and payment processing regulations and anti-competition regulations, among others.
−Removed: The cost of complying with these various, and sometimes conflicting, laws and regulations is substantial.
−Removed: We have implemented and continue to implement policies and procedures to ensure compliance with these laws and regulations, however, we cannot ensure that our employees, contractors, or agents will not violate our policies.
−Removed: Changing laws, regulations and enforcement actions in the United States and throughout the world could harm our business.
+Added: and international operations are subject to varied and evolving sociopolitical conditions as well as commercial, employment and regulatory challenges .
+Added: Our operations require us to localize our services to conform to a wide variety of local cultures, business practices, and laws.
+Added: We face significant operational risks in these markets, specifically:
+Added: • Geopolitical and Macroeconomic Instability :
+Added: We operate in jurisdictions that may be affected by political, economic and civil instability.
+Added: For example, we maintain significant shared service operations in Poland.
+Added: Disruptions in this region resulting from the ongoing conflict in neighboring Ukraine could materially impair our ability to support our global business.
+Added: Additionally, volatile currency exchange rates and divergent macroeconomic conditions (including inflation and labor shortages) may impact our international profitability.
+Added: • Labor and Restructuring Constraints :
+Added: Unlike in the United States, our international operations are subject to extensive labor laws and the oversight of Workers' Councils and trade unions.
+Added: The requirement to consult with or seek consent from these bodies can significantly delay or increase the costs of strategic restructuring actions, workforce reductions, or changes to employee benefits.
+Added: We also face challenges in staffing our foreign operations due to language barriers, cultural differences, and competition for local talent.
+Added: • Regulatory and Compliance Complexity :
+Added: Navigating the legal and judicial systems in international jurisdictions is complex and costly.
+Added: We are subject to varying regulatory regimes, including the European Union's Voucher Directive and Digital Services Act, which may restrict our ability to offer certain services or enforce expiration dates.
+Added: Furthermore, we must comply with complex anti-corruption laws, such as the FCPA and the UK Bribery Act.
+Added: Despite our compliance policies, we cannot ensure that our employees, contractors, or agents will not violate these laws, which could result in substantial fines and reputational harm.
+Added: • Operational and Competitive Challenges :
+Added: We must integrate with local payment providers and compete against strong local competitors who may have deeper market knowledge.
+Added: Our ability to scale depends on maintaining a common technology platform across our North America and International segments;
+Added: failure to effectively localize our platform or payment options could result in business interruptions or the loss of market share.
If commercial and regulatory constraints in our international markets restrict our ability to conduct our operations or execute our strategic plan, our business may be adversely affected.
Our future success depends upon our ability to attract and retain high quality merchants and third-party business partners.
−Removed: We must continue to attract and retain high quality merchants in order to increase profitability and grow our marketplace.
−Removed: A key priority of our strategy is to improve inventory selection on our marketplace, which depends on our ability to attract and retain the right merchants.
−Removed: We are also focused on improving the merchant experience on our platform, including improving tools available to merchants to help grow their businesses.
−Removed: Further, when the macroeconomic environment negatively impacts our merchants, including through staffing shortages and supply chain issues, we have not been, and may not be able to retain or re-acquire these merchants in the future.
−Removed: In addition, our Goods category utilizes a third-party marketplace model, and we may not be able to maintain vendor relationships on favorable payment terms, margins or at all.
−Removed: If we are not able to effectively attract and retain merchants or third party partners, it could adversely affect our business and results of operations.
−Removed: In addition, in most instances, we do not have long-term arrangements to guarantee the availability of deals that offer attractive quality, value and variety to customers or favorable payment terms to us.
−Removed: If merchants or third party partners decide that utilizing our services no longer provides an effective means of attracting new customers or selling their offerings, they may stop working with us or negotiate to pay us lower margins or fees.
−Removed: current or future competitors may accept lower margins, or negative margins, to secure offers that attract attention and acquire new customers.
−Removed: We also may experience attrition in our merchants resulting from several factors, including losses to competitors and merchant closures or merchant bankruptcies.
−Removed: If we are unable to attract and retain high quality merchants and third party partners in numbers sufficient to grow our business, or if merchants and third party partners are unwilling to offer products or services with compelling terms through our marketplace, our operating results may be adversely affected.
+Added: Our future success depends upon our ability to attract and retain high quality merchants and third-party business partners.
+Added: Our business model depends on maintaining a dense and curated selection of deals.
+Added: We must continue to attract and retain high quality merchants to increase profitability and grow our marketplace.
+Added: However, we generally do not have long-term arrangements to guarantee the availability of deals that offer attractive quality, value or favorable payment terms.
+Added: There are several key challenges in merchant retention:
+Added: Merchant ROI and Competition:
+Added: If merchants or third-party partners determine that our services no longer provide an effective return on investment, or if competitors accept lower (or negative) margins to secure exclusive offers, our merchants may stop working with us or negotiate lower fees.
+Added: Macroeconomic Sensitivity & "Main Street" Risk:
+Added: Our merchant base consists largely of small businesses that are highly sensitive to economic shocks.
+Added: Factors such as staffing shortages, supply chain issues, and inflationary costs may cause merchants to restrict deal availability or exit the marketplace entirely because they cannot service the increased customer volume we generate.
+Added: We have experienced, and may continue to experience, merchant attrition due to business closures and bankruptcies, which can increase our refund liabilities.
+Added: Goods Marketplace Risks:
+Added: Our Goods category utilizes a third-party marketplace model.
+Added: We may not be able to maintain vendor relationships on favorable payment terms or margins, which could adversely affect the performance of this category.
+Added: If we are unable to attract and retain high quality merchants in numbers sufficient to grow our business, or if merchants are unwilling to offer products with compelling terms, our operating results may be adversely affected.
If we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed.
−Removed: We must continue to retain and acquire customers who make purchases on our platform in order to increase profitability and grow our marketplace.
−Removed: Although we remain focused on re-engaging prior customers and acquiring new customers, our efforts may not be successful.
−Removed: We also expect to continue to invest significant resources to retain existing customers and acquire new customers.
−Removed: There can be no assurance that new customers will stay with us or that the net revenues from any new customers we acquire will ultimately exceed the cost of acquiring those customers.
−Removed: If customers do not perceive our offerings to be attractive or if we fail to introduce new and more relevant deals or increase awareness and understanding of the offerings on our marketplace platform, we may not be able to retain or acquire customers at levels necessary to grow our business and profitability.
+Added: Although we expect to continue investing significant resources to re-engage prior customers and acquire new customers, there can be no assurance that these investments will yield a positive return.
+Added: If customers do not perceive our offerings to be attractive, or if we fail to introduce new and relevant deals or increase awareness and understanding of the offerings on our marketplace platform, we may not be able to retain or acquire customers at levels necessary to grow our business and profitability.
In addition, changes to search engine algorithms or similar actions are not within our control and could adversely affect traffic to our websites and mobile applications.
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We operate in a highly competitive industry with relatively low barriers to entry and must compete successfully in order to grow our business.
−Removed: Competition in our industry may increase in future periods.
−Removed: We compete against e-commerce sites that attempt to replicate our business model by offering other types of advertising and promotional services to local businesses and companies who address only specific verticals in the local experiences market.
−Removed: In addition to such competitors, we may experience increased competition from other large businesses who offer deals similar to ours as an add-on to their core business.
−Removed: We also compete with other companies that offer digital coupons through their websites or mobile applications.
−Removed: Further, we compete against other e-commerce companies that serve niche markets and interests, including within the local experiences market.
−Removed: In our Travel and Goods categories, we compete against much larger companies who have more resources and significantly greater scale.
−Removed: In addition, we compete with traditional offline coupon and discount services, as well as newspapers, magazines and other traditional media companies who provide coupons and discounts on products and services.
−Removed: We believe that our ability to compete successfully depends upon many factors both within and beyond our control, including the following:
−Removed: • the continued consequences of the macroeconomic environment, including but not limited to, inflationary pressures, higher labor costs, tariff policy, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior;
−Removed: • the size, composition and retention of our customer and merchant bases;
−Removed: • density and quality of our inventory;
−Removed: • delivery of a modern user experience for customers and modern experience and tools for merchants;
−Removed: • mobile penetration;
−Removed: • our ability to drive traffic to our marketplace;
−Removed: • the quality and performance of our merchants;
−Removed: • our ability to maintain our current relationships with or attract new vendors, suppliers and service providers on agreeable terms;
−Removed: • understanding local business trends;
−Removed: • our ability to structure deals to generate positive return on investment for merchants;
−Removed: • ease of use, performance, price and reliability of services offered either by us or our competitors;
−Removed: • our ability to improve customer purchase frequency and customer lifetime value;
−Removed: • the timing and market acceptance of deals we offer, including the developments and enhancements to those deals offered by us or our competitors;
−Removed: • our customer and merchant service and support efforts;
−Removed: • our ability to maintain contracts that are critical to our operations;
−Removed: • selling and marketing efforts;
−Removed: • the number, quality and reliability of the digital coupons that can be accessed through our platform;
−Removed: • our ability to cost-effectively manage our operations and to complete the multi-phased cost savings plan and achieve the anticipated benefits from the plan;
−Removed: • our reputation and brand strength relative to our competitors.
−Removed: Some of our competitors have longer operating histories, greater financial, marketing and other resources and larger customer bases than we do.
−Removed: These factors may allow our competitors to benefit from their existing customer base with lower customer acquisition costs or to respond more quickly than we can to new or emerging technologies and changes in consumer habits.
−Removed: Further, the macroeconomic environment may not have had, or in the future have, a comparable impact on these competitors' businesses.
−Removed: In addition, our competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies than we do, which may allow them to build larger customer and/or merchant bases or generate revenue from their customer bases more effectively than we do.
−Removed: Our competitors may offer deals that are similar to the deals we offer or that achieve greater market acceptance than the deals we offer.
−Removed: This could divert customers away from our websites and mobile applications, reduce our market share and adversely impact our gross profit.
−Removed: In addition, we are dependent on some of our existing or potential competitors for display advertisements and other marketing initiatives to acquire new customers.
−Removed: Our ability to utilize their platforms to acquire new customers may be adversely affected if they choose to compete more directly with us or prevent us from using their services.
+Added: We operate in a highly competitive industry with relatively low barriers to entry.
+Added: We compete for both merchant advertising dollars and consumer attention against a range of entities, including:
+Added: • Global Technology Platforms:
+Added: Large companies such as Google, Meta, and ByteDance/TikTok, which not only offer local business advertising solutions but also control key digital channels we use to acquire customers.
+Added: • Direct-to-Consumer Alternatives:
+Added: Merchants increasingly use social media and their own websites to offer deals directly to consumers, bypassing third-party marketplaces like ours.
+Added: • Specialized and Traditional Competitors:
+Added: Niche marketplaces (e.g., travel or food delivery apps), traditional offline coupon services, and other e-commerce platforms.
+Added: Many of our competitors have greater financial and data resources, enabling them to subsidize lower margins or invest more aggressively in customer acquisition.
+Added: Because barriers to entry are low, new competitors can emerge quickly, and merchants can easily shift their marketing budgets to alternative platforms.
+Added: Our ability to compete effectively depends on maintaining a dense selection of high-quality deals, demonstrating superior return on investment to merchants, and efficiently acquiring customers.
+Added: We rely on platforms owned by some of our competitors for traffic;
+Added: changes to their algorithms, ad pricing, or access policies could significantly increase our customer acquisition costs or limit our reach.
+Added: If we fail to maintain our value proposition or if competitors restrict our access to key traffic channels, our market share, revenue, and profitability could be adversely affected
Our success is dependent upon our ability to provide a superior mobile experience for our customers and our customers' continued ability to access our offerings through mobile devices.
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In addition, the success of our mobile application depends on our continued ability to distribute it through mobile application marketplaces (e.g., an app store).
−Removed: An increase in our refund rates or estimated liabilities with respect to unredeemed vouchers could adversely affect our financial results.
+Added: We rely on "Gatekeeper" platforms (Apple App Store and Google Play) to distribute our application.
+Added: We have no control over the operating systems and marketplaces that control access to our app.
+Added: These platform operators could:
+Added: • Unilaterally change their terms of service or fee structures (e.g., commission rates on in-app purchases), which would directly reduce our margins.
+Added: • Limit our access to user data (e.g., restricting Ad ID tracking), making it harder to attribute sales and personalize deals.
+Added: • Remove our application from their marketplaces entirely if they determine we are non-compliant with their evolving policies.
+Added: If we are unable to maintain our standing in these marketplaces, or if we fail to adapt our application to new operating system updates and privacy standards, we could lose access to the vast majority of our transaction volume.
+Added: An increase in our refund rates or inaccurate estimates of unredeemed vouchers could adversely affect our financial results.
Any downturns in general economic conditions or extended period of low consumer confidence in the future could increase our refund rates.
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We primarily use redemption payment terms with our merchants globally, and we are required under the applicable revenue recognition standard to estimate variable consideration from unredeemed vouchers.
−Removed: a significant percentage of our transactions require us to use projections in order to estimate revenue and liabilities associated with unredeemed vouchers.
+Added: As a result, a significant percentage of our transactions require us to use projections in order to estimate revenue and liabilities associated with unredeemed vouchers.
If the estimates that we use in projecting the likelihood of vouchers being redeemed prove to be inaccurate, our liabilities with respect to unredeemed vouchers may be materially different than the amounts shown in our financial statements, and our revenue and net income could be materially affected.
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In order to be successful, we must attract, retain and motivate executives and other key employees, including those in managerial, technical, accounting and sales positions.
−Removed: Hiring and retaining qualified executives, engineers, sales representatives and other key personnel are critical to our success, and competition can be intense for experienced and well qualified executives and employees, particularly in recent periods.
−Removed: In February 2023, our Chief Administrative Officer, General Counsel and Corporate Secretary resigned, in March 2023, we appointed a new Interim CEO who was then appointed as CEO in May 2024.
−Removed: In April 2023, we appointed a new CFO and in May 2023 we appointed a new Interim Chief Accounting Officer who was then appointed as Chief Accounting Officer in November 2023.
+Added: Hiring and retaining qualified executives, engineers, sales representatives and other key personnel are critical to our success, and competition can be intense for experienced and well qualified executives and employees.
Furthermore, we experienced disruption in our business due to the previously announced cost savings plan and significant turnover in our senior management team in 2023.
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These impacts also make it more difficult to attract and retain talent.
−Removed: In order to attract and retain key executives and employees in a competitive marketplace, we must provide a competitive compensation package, including cash and equity-based compensation.
+Added: In order to attract and retain key executives and employees in a competitive marketplace, we must cultivate a thriving and positive culture and provide a competitive compensation package, including cash and equity-based compensation.
If the anticipated value of such equity-based compensation does not materialize, if our equity-based compensation otherwise ceases to be viewed as a valuable benefit or if our total compensation package is not viewed as competitive, our ability to attract, retain and motivate key executives and employees could be weakened.
The failure to successfully hire and retain key executives and employees or the further loss of any key executives, senior management and employees could have a significant impact on our operations, including declining product identity and competitive differentiation, eroding employee morale and productivity or an inability to maintain internal controls, regulatory or other compliance-related requirements.
−Removed: Our material weakness in internal control over financial reporting could impair our ability to report accurate and timely financial information and have a material and adverse effect on our financial condition and results of operations.
−Removed: The material weakness in our internal control over financial reporting identified as of December 31, 2022 is not yet fully remediated.
−Removed: The material weakness is due to inadequate preventative and detective controls over complex manual calculations used to record certain month-end balances.
−Removed: While management has made improvements to our internal controls, as described in Item 9A, Controls and Procedures, the material weakness will not be remediated until we have concluded, through testing, that our controls are operating effectively for a sufficient period of time.
+Added: We previously identified material weaknesses in our internal control over financial reporting, and if we fail to maintain effective internal controls, it could impair our ability to report accurate and timely financial information and have a material and adverse effect on our financial condition and results of operations.
+Added: As previously disclosed in our Annual Report on Form 10-K for the years ended December 31, 2024, 2023 and 2022, we identified a material weakness in internal control over financial reporting as of December 31, 2022.
+Added: The material weakness was due to inadequate preventative and detective controls over complex manual calculations used to record certain month-end balances.
+Added: We completed remediation measures related to the material weaknesses and concluded, through testing, that our internal control over financial reporting was effective as of December 31, 2025 as described in Item 9A, Controls and Procedures .
+Added: Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate.
If we fail to maintain effective internal controls, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC could be adversely affected.
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It is possible that consumers or other third parties will seek to create counterfeit vouchers or codes, fraudulent accounts or fraudulent banking information in order to improperly purchase or redeem goods and services.
−Removed: While we use advanced anti-fraud technologies, criminals may attempt to
−Removed: circumvent our anti-fraud systems using increasingly sophisticated methods.
−Removed: In addition, our service could be subject to employee fraud or other internal security breaches or merchant fraud, and we may be required to reimburse customers or merchants for any funds stolen or revenue lost as a result of such breaches.
+Added: While we use advanced anti-fraud technologies, criminals may attempt to circumvent our anti-fraud systems using increasingly sophisticated methods, including AI-driven synthetic identities.
+Added: In addition, our service could be subject to employee fraud, other internal security breaches, or merchant fraud;
+Added: and we may be required to reimburse customers or merchants for any funds stolen or revenue lost as a result of such breaches.
If merchants are affected by buyer fraud or other types of fraud, they could also request reimbursement, or stop offering goods or services on our marketplaces.
−Removed: Although we have not incurred material losses from fraud or counterfeit vouchers or digital codes in the past, we could incur material losses from such activities in future periods.
+Added: If our anti-fraud systems fail to detect these attacks in real-time, we could face direct financial losses from chargebacks and inventory loss.
Additionally, we may incur losses from claims that the customer did not authorize a purchase, from credit card fraud, from merchant fraud, from erroneous transmissions, and from customers who have closed bank accounts or have insufficient funds in them to satisfy payments.
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If we are unable to effectively combat fraudulent transactions or if we otherwise experience increased levels of fraud or disputed credit card payments, our business could materially suffer.
−Removed: We are subject to payments-related risks.
−Removed: We accept payments using a variety of methods, including credit cards, debit cards and gift certificates.
−Removed: As we offer new payment options to customers, we may be subject to additional regulations, compliance requirements and fraud.
−Removed: For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability.
−Removed: In addition, our credit card and other payment processors generally have broad discretion to impose receivable holdbacks or reserve requirements based on changes to our business model or material changes in our financial condition, and could do so in the future.
−Removed: Any material increase in receivable holdbacks or reserve requirements could have a material impact on our cash flow and available liquidity.
−Removed: In the event our strategy is unsuccessful or our business and financial condition deteriorates significantly, these payment processors could increase holdback amounts or reserve requirements due to concerns with our financial condition, which could adversely affect our liquidity.
−Removed: Additionally, if any of our payment processors, who we rely on for processing of credit cards and debit cards, were to become unwilling or unable to provide these services to us, including by terminating a relationship with us, whether as a result of a failure by us to meet our contractual obligations or for other reasons, or if any of them were to refuse to renew or renegotiate its agreement with us on commercially acceptable terms, it could disrupt our business, which could adversely impact our financial condition and reputation.
−Removed: We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply.
−Removed: Specifically, we are required to meet certain PCI Data Security Standards issued by the Payment Card Industry Security Standards Council.
−Removed: If we fail to maintain PCI compliance or compliance with other related rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from customers or facilitate other types of online payments, and our business and operating results could be adversely affected.
−Removed: We are also subject to or voluntarily comply with a number of other laws and regulations relating to money laundering, international money transfers, and privacy and information security and electronic fund transfers.
−Removed: If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties.
−Removed: In addition, events affecting our third-party payment processors or our integrations with them, including cyber-attacks, Internet or other infrastructure or communications impairment or other events that could interrupt the normal operation of our payment processors or our integrations with them, could result in unauthorized access to customer information and could have a material adverse effect on our business.
+Added: We are subject to a variety of payments-related risks that could adversely affect our business, financial condition, and results of operations.
+Added: We accept payments through multiple methods, including credit cards, debit cards, and gift certificates, and may introduce additional payment options in the future.
+Added: The use of these payment methods exposes us to evolving regulations, compliance requirements, and the risk of fraud.
+Added: We incur interchange and other fees for certain payment types, which may increase over time, negatively impacting our operating costs and profitability.
+Added: Our payment processors have broad discretion to impose or increase receivable holdbacks or reserve requirements, particularly if there are changes to our business model or financial condition.
+Added: Any material increase in these requirements could reduce our cash flow and liquidity.
+Added: If a payment processor becomes unwilling or unable to provide services to us, or if we are unable to renew or renegotiate agreements on acceptable terms, our ability to process payments could be disrupted, adversely affecting our operations and reputation.
+Added: We are also subject to payment card association rules, including PCI Data Security Standards, and other requirements governing electronic funds transfers.
+Added: Failure to comply with these standards could result in fines, increased fees, or loss of our ability to accept certain payment methods.
+Added: Additionally, we are subject to, or voluntarily comply with, laws and regulations related to money laundering, international money transfers, privacy, and information security.
+Added: Non-compliance could result in civil or criminal penalties.
+Added: Events affecting our third-party payment processors or our integrations with them, such as cyber-attacks or infrastructure disruptions, could result in unauthorized access to customer information and materially harm our business.
Risks Related to Technology and Cybersecurity
−Removed: We rely on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace.
−Removed: The traffic to our websites and mobile applications, including from consumers responding to our emails and SEO has declined in recent years.
−Removed: As such, we must focus on diversifying our sources of traffic, including by developing sources of traffic in addition to email and SEO and optimizing the efficiency of our marketing spending.
−Removed: If we are not able to diversify our sources of traffic and acquire and retain customers efficiently, our business and results of operations could be adversely affected.
−Removed: Email continues to be a significant source of organic traffic for us.
−Removed: If email providers or Internet service providers implement new or more restrictive email or content delivery or accessibility policies, including with respect to net neutrality, it may become more difficult to deliver emails to our customers or for customers to access our site and services.
−Removed: For example, certain email providers, including Google, categorize our emails as "promotional," and these emails are directed to an alternate, and less readily accessible, section of a customer's inbox.
−Removed: If email providers materially limit or halt the delivery of our emails, or if we fail to deliver emails to customers in a manner compatible with email providers’ email handling or authentication technologies, our ability to contact customers through email could be significantly restricted.
−Removed: In addition, if we are placed on "spam" lists or lists of entities that have been involved in sending unwanted, unsolicited emails, our operating results and financial condition could be substantially harmed.
−Removed: We also rely heavily on Internet search engines to generate traffic to our websites, principally through SEM and SEO.
−Removed: The number of consumers we attract from search engines to our platform is due in large part to how and where information from, and links to, our websites are displayed on search engine results pages.
−Removed: The display, including rankings, of search results can be affected by a number of factors, many of which are not in our control and may change at any time.
−Removed: Search engines frequently update and change the logic that determines the placement and display of the results of a user’s search such that the purchased or algorithmic placement of links to our websites can be negatively affected.
−Removed: In addition, a search engine could, for competitive or other purposes, alter its search algorithms or results causing our websites to place lower in search query results.
−Removed: If a major Internet search engine changes its algorithms in a manner that negatively affects our search engine ranking it could create additional traffic headwinds for us and negatively affect our results of operations.
−Removed: Furthermore, web browser providers have implemented and may continue to implement changes in their browsers.
−Removed: We also rely on mobile marketplace operators (i.e., app store operators) to drive downloads of our mobile application.
−Removed: If any mobile marketplace operator determines that our mobile application is non-compliant with its vendor policies, the operator may revoke our rights to distribute through its marketplace or refuse to permit a mobile application update at any time.
−Removed: These operators may also change their mobile application marketplaces or mobile operating systems in a way that negatively affects the prominence of, effectiveness of, or ease with which users can access, our mobile application.
−Removed: Email, Internet service and web browser providers, as well as Internet search engines and mobile marketplace operators continue to remain focused on concerns surrounding user and data privacy and protection.
−Removed: Any of these parties may take additional action in the future to respond to such concerns, which could have a negative impact on our business and results of operations.
−Removed: We may be subject to breaches of our information technology systems, which could harm our relationships with our customers, merchants, employees and third-party business partners, subject us to negative publicity and litigation, and cause substantial harm to our business or brand.
−Removed: In operating a global online business, with operations in thirteen countries, we and our third-party service providers maintain significant proprietary information and maintain large amounts of personal data and confidential information about our employees, customers and merchants.
−Removed: We and such service providers are at constant risk of cyber-attacks or cyber intrusions via the Internet, computer viruses, break-ins, malware, ransomware, phishing attacks, hacking, denial-of-service attacks or other attacks and similar disruptions from the unauthorized use of or access to computer systems (including from internal and external sources).
−Removed: These types of incidents continue to be prevalent and pervasive across industries, including in our industry, and such attacks on our systems have occurred
−Removed: in the past and are expected to occur in the future.
−Removed: In addition, we expect the amount and sophistication of the perpetrators of these attacks to continue to expand, which could include state-sponsored actors.
−Removed: Further, we believe that our websites and mobile applications are attractive targets for such attacks as a result of the high profile of our brand and the amount and type of information we maintain relating to our customers and merchants.
−Removed: Any such attack could lead to interruptions, delays or website outages, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidential information.
−Removed: Further, third party service providers we utilize in our operations could be targeted by such cyber attacks, which could indirectly impact our business, by way of similar adverse consequences to a direct attack depending on the type of service.
−Removed: Any failure to prevent or mitigate cybersecurity breaches or other improper access to, or disclosure of, our data or confidential information, including non-public financial information, could result in:
−Removed: the loss or misuse of such data or information;
−Removed: significant reputational harm, including a negative impact on customers’, merchants’, employees’ and third-party business partners' confidence in the security of our services which could potentially result in significant customer or merchant attrition;
−Removed: a decline in customer purchase frequency;
−Removed: litigation and/or regulatory investigations;
−Removed: and/or damage to our brand and reputation.
−Removed: Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, our prominent size and scale, the large number of transactions that we process, our geographic footprint and international presence, the complexity of our systems, our number of employees, the jurisdictions in which we operate and the various and evolving laws and regulatory schemes governing data and data protection applicable to us, the extent to which our current systems, controls, processes and practices permit us to detect, log and monitor security events, our use of cloud based technologies and the outsourcing of some of our business operations.
−Removed: Although cybersecurity and the continued development and enhancement of our controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access are a high priority for us, our activities and investment may not be deployed quickly enough or successfully protect our systems against all vulnerabilities, including technologies developed to bypass our security measures or zero day vulnerabilities.
+Added: We rely on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace and acquire customers.
+Added: In recent years, we have experienced declines in traffic from email and search engine optimization (SEO), which has increased the importance of diversifying our sources of traffic and optimizing our marketing spend.
+Added: If we are unable to effectively diversify our traffic sources or efficiently acquire and retain customers, our business and results of operations could be adversely affected.
+Added: Our ability to reach customers through email is subject to the policies and practices of email and Internet service providers, which may change at any time.
+Added: For example, emails may be categorized as “promotional” or “spam,” reducing their visibility and effectiveness.
+Added: If email providers materially limit or block the delivery of our emails, or if we are unable to comply with evolving email authentication and content standards, our ability to communicate with customers could be significantly restricted, negatively impacting our operating results.
+Added: We also depend on Internet search engines to generate traffic through both paid and organic search.
+Added: Search engines frequently update their algorithms and user interfaces, which can affect the ranking and visibility of our content.
+Added: The integration of generative AI and “zero-click” search features may further reduce traffic to our marketplace by providing direct answers to user queries or prioritizing AI-generated summaries over links to our site.
+Added: Any adverse changes in search engine practices could reduce traffic to our platform and negatively affect our results.
+Added: Additionally, we rely on mobile application marketplaces to distribute our app.
+Added: If a marketplace operator determines that our app is non-compliant with its policies, or changes its marketplace or operating system in a way that reduces the visibility or accessibility of our app, our ability to acquire and retain mobile users could be impaired.
+Added: Finally, email providers, search engines, and mobile marketplace operators may take additional actions in response to evolving privacy and data protection concerns, which could further restrict our ability to reach customers and impact our business and results of operations.
+Added: We are subject to the risk of breaches of our information technology systems, which could result in the unauthorized access to, or disclosure of, proprietary, confidential, or personal information relating to our customers, merchants, employees, and business partners.
+Added: As a global online business operating in multiple jurisdictions, we and our third-party service providers maintain significant volumes of sensitive data and are exposed to a wide range of cyber threats, including malware, ransomware, phishing, hacking, denial-of-service attacks, and other forms of cyber intrusion.
+Added: These threats are
+Added: increasing in frequency and sophistication, and may originate from external actors, including state-sponsored entities, or from internal sources.
+Added: A successful cyber-attack or other security incident could result in interruptions to our operations, loss or corruption of data, unauthorized disclosure of confidential or personal information, and could harm our relationships with customers, merchants, employees, and third-party business partners.
+Added: Such incidents could also result in negative publicity, loss of customer or merchant trust, regulatory investigations, litigation, and significant financial and reputational harm.
+Added: While we maintain a cybersecurity risk management program (as described in Item 1C), our security measures, and those of our third-party vendors, may be bypassed or otherwise fail to prevent or detect a cyber incident.
In addition, outside parties may attempt to fraudulently induce employees, merchants, or customers to disclose access credentials or other sensitive information in order to gain access to our systems and networks.
−Removed: We also may be subject to additional vulnerabilities as we utilize third parties to provide various services for our operations (e.g., cloud services) and integrate the systems, computers, software and data of acquired businesses and third-party business partners into our networks and separate the systems, computers, software and data of disposed businesses from our networks.
−Removed: As described in Item 1.C - Cybersecurity , we maintain a cybersecurity risk management program that is overseen by our IT and Information Security teams.
−Removed: A member of our IT and Information Security teams regularly reports to the Audit Committee on the state of our cybersecurity program and provides updates on cybersecurity matters.
−Removed: We also conduct an annual cybersecurity review with our Board.
−Removed: As part of our cybersecurity risk management program, we employ security practices to protect and maintain the systems located at our hosting providers, invest in intrusion, anomaly, and vulnerability detection tools and engage third-party security firms to test the security of our websites and systems.
−Removed: In addition, we regularly evaluate and assess our systems and the controls, processes and practices to protect those systems and also conduct penetration testing against our own systems.
−Removed: The evaluations, assessments and testing identify areas of potential weakness in, and suggested improvements to, the maturity of our systems, processes, and risk management framework as well as vulnerabilities in those systems, processes and risk management framework that could be attacked and exploited to access and acquire proprietary and confidential information, including information about our customers and merchants.
−Removed: There are no assurances that our cybersecurity risk mitigation program or actions and investments to improve the maturity of our systems, processes and risk management framework or remediate vulnerabilities will be sufficient or completed quickly enough to prevent or limit the impact of any cyber intrusion or related attack.
−Removed: In addition, in the future we may be required to expend significant additional resources to rebuild our internal systems;
−Removed: implement additional threat protection measures;
−Removed: provide modifications or enhancements to our websites, mobile applications, protective measures, controls, systems, processes, and risk management framework;
−Removed: or investigate or remediate any information security vulnerabilities.
−Removed: These improvements, modifications and enhancements may take significant time to implement.
−Removed: Further, the sophistication of potential attacks or the capabilities of our systems and processes may not permit us to detect the occurrence of cyber incidents until significant data loss has occurred.
−Removed: Moreover, because the techniques used to gain access to or sabotage systems often are not recognized until launched against a target, we may be unable to anticipate the methods necessary to
−Removed: defend against these types of attacks and we cannot predict the extent, frequency or impact these problems may have on us.
−Removed: Any actual breach, the perceived threat of a breach, or a perceived breach could cause our customers, merchants, employees and payment card processors to cease doing business with us or do business with us less frequently, subject us to lawsuits (including claims for damages), investigations, regulatory fines or other action or liability or damage to our brand and reputation, which would harm our business, financial condition and results of operations.
+Added: We may also be subject to additional vulnerabilities as we utilize third parties to provide various services for our operations (e.g., cloud services and SaaS platforms), and as we integrate the systems and data of acquired businesses and third-party partners into our networks.
+Added: A successful attack on one of our third-party vendors (a "supply chain attack") could result in a compromise of our data or a disruption of our operations even if our own systems remain secure.
+Added: Our risk and exposure to these matters is heightened by the evolving nature of cyber threats, the complexity of our systems, the volume of transactions we process, our international footprint, and the various and evolving laws and regulations governing data protection.
+Added: Despite our efforts to enhance our cybersecurity posture, there can be no assurance that our risk mitigation measures will be sufficient or timely to prevent or limit the impact of a cyber incident.
+Added: Any actual or perceived breach could result in loss of business, regulatory fines, litigation, and damage to our brand and reputation, which could adversely affect our business, financial condition, and results of operations.
+Added: For additional information regarding our cybersecurity risk management and governance, see Item 1C – Cybersecurity.
Our business depends on our ability to maintain and improve the technology infrastructure necessary to send our emails and operate our websites, mobile applications and transaction processing systems, and any significant disruption in service on our email network infrastructure, websites, mobile applications or transaction processing systems could result in a loss of customers or merchants.
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Any disruption or failure of these providers, tools and/or other third parties to handle existing or increased traffic and transactions could significantly harm our business.
−Removed: Any financial or other difficulties these providers face may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide.
+Added: Any financial or other difficulties these providers face
+Added: may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide.
As we have increased our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations.
We rely on cloud-based applications and platforms for critical business functions.
−Removed: In early 2023, we completed the migration of our public-facing websites, internal applications and services, as well as our back-end business intelligence systems from being hosted at our data centers to a multi-cloud infrastructure.
−Removed: If we are not able to realize the anticipated benefits of our migration to this multi-cloud infrastructure, our business could be harmed.
−Removed: To date, although we may be subject to additional risk of cybersecurity breaches or other improper access to our data or confidential information following our migration to cloud-based computing platforms, the risk is less than us building and managing our own data centers before we moved to these cloud-based services.
+Added: We have fully migrated our core operations to a multi-cloud infrastructure.
+Added: If we are not able to realize the anticipated benefits of continued usage of this multi-cloud infrastructure, our business could be harmed.
In addition, cloud computing services may operate differently than anticipated when introduced or when new versions or enhancements are released.
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Further, any such transition could involve significant time and expense and could negatively impact our ability to deliver our products and services, which could harm our financial condition and results of operations.
+Added: Our use of AI and machine learning poses new operational, legal, and reputational risks.
+Added: We continue to integrate AI technologies into our platform to enhance internal efficiency, marketing automation, and customer support.
+Added: The use of these rapidly evolving technologies presents significant risks, including:
+Added: • Accuracy and Reputation:
+Added: Generative AI models may produce inaccurate, biased, or offensive content.
+Added: If our AI tools generate false deal terms or inappropriate customer communications, we could be exposed to liability for deceptive trade practices, regulatory scrutiny, and reputational harm.
+Added: • Intellectual Property and Liability:
+Added: Content generated by AI, such as deal descriptions or marketing images, may not be eligible for copyright protection, limiting our ability to enforce intellectual property rights.
+Added: Additionally, if our AI vendors use copyrighted third-party data to train their models, we could face infringement claims, resulting in legal costs or restrictions on our use of AI-generated content.
+Added: • Data Security and Privacy:
+Added: The use of third-party AI tools may require sharing sensitive data with vendors.
+Added: If proprietary merchant information or consumer personal data is inadvertently fed into public AI models, it could be exposed or used to train models accessible to others, increasing the risk of data breaches and loss of confidential information.
+Added: • Regulatory Uncertainty:
+Added: Laws and regulations governing AI are rapidly evolving.
+Added: New or proposed regulations could impose significant compliance costs, restrict our ability to deploy AI tools, or require changes to our business practices.
+Added: While we continue to implement policies and controls to mitigate these risks, the effectiveness of such measures is not assured given the pace of technological and regulatory change.
+Added: If any of these risks materialize, our operations, financial results, and reputation could be adversely affected.
Risks Related to Transactions and Investments
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In the past, we have acquired and divested a number of companies and may complete additional transactions in the future.
−Removed: Acquisitions involve significant risks and uncertainties, including uncertainties as to the future financial performance of the acquired business and the performance of acquired customers, valuation of the acquired business and integration risks such as difficulties integrating acquired personnel into our business, the potential loss of key employees, customers or suppliers, difficulties in integrating different computer, payment and accounting systems and exposure to unknown or unforeseen liabilities of acquired companies.
+Added: Acquisitions involve significant risks and uncertainties, including uncertainties as to the future financial performance of the acquired business and the performance of acquired customers, valuation of the acquired business and integration risks such as difficulties integrating acquired personnel into our business, the potential loss
+Added: of key employees, customers or suppliers, difficulties in integrating different computer, payment and accounting systems and exposure to unknown or unforeseen liabilities of acquired companies.
In addition, the integration of an acquisition could divert management's time and our resources.
If we pay for an acquisition or a minority investment in cash, it would reduce our cash available for operations or cause us to incur debt, and if we pay with our stock, it could be dilutive to our stockholders.
−Removed: In addition, dispositions and attempted dispositions also involve significant risks and uncertainties, such as the risk of destabilizing the applicable operations, the loss of key personnel, the terms and timing of any dispositions, the ability to obtain necessary governmental or regulatory approvals, post-disposal disputes and indemnification obligations and risks and uncertainties with respect to the separation of disposed operations, including, for example, transition services, access by purchasers to certain of our systems and tools during transition periods, the migration of data and separation of systems, data privacy matters and misuse of trademarks and intellectual property.
+Added: Dispositions and attempted dispositions also involve significant risks and uncertainties, such as the risk of destabilizing the applicable operations, the loss of key personnel, the terms and timing of any dispositions, the ability to obtain necessary governmental or regulatory approvals, post-disposal disputes and indemnification obligations and risks and uncertainties with respect to the separation of disposed operations, including, for example, transition services, access by purchasers to certain of our systems and tools during transition periods, the migration of data and separation of systems, data privacy matters and misuse of trademarks and intellectual property.
We may be unable to successfully complete potential strategic transactions or dispositions on a timely basis or at all, or we may not realize the anticipated benefits of any of our strategic transactions or dispositions (including any transactions involving minority investments) in the time frame expected or at all.
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Further, currently there is no public market for the securities of any such entity, and we may not have rights with respect to transactions involving any of these entities.
+Added: Our ability to monetize these investments is dependent on market conditions and the strategic decisions of the majority shareholders.
Other investors in these entities may have business goals and interests that are not aligned with ours, or may exercise their rights in a manner in which we do not approve.
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In addition, the lack of availability of financing on commercially reasonable terms or a decline in the business performance, financial condition and competitive environment of any of our minority investments could result in lower financial results or forecasted results, which also could significantly decrease the fair values of our investments in those entities.
−Removed: Further, we have made an irrevocable election to account for our investments in Monster Holdings LP and Nearby Pte Ltd at fair value with changes in fair value reported in earnings.
+Added: Further, we have made an irrevocable election to account for our investments in Monster Holdings LP and Nearbuy Pte Ltd at fair value with changes in fair value reported in earnings.
Our other equity method investments, including SumUp, are accounted for at cost adjusted for observable price changes and impairments.
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Our Goods category is operated on a third-party marketplace model in which we allow third party merchants to sell products to our customers via our marketplace platforms.
−Removed: By allowing third parties to sell products on our platform, we are subject to intellectual property and other risks, including that the merchandise may be of disputed authenticity, obtained or sourced outside of the rights holder's established distribution channels or damaged, which could result in potential liability under applicable laws, regulations, agreements and orders and increase the amount of returned merchandise or customer refunds.
+Added: By allowing third parties to sell products on our platform, we are subject to intellectual property and other risks, including that the merchandise may be of disputed authenticity, obtained or sourced outside of the rights holder's established distribution channels, counterfeit, or damaged.
+Added: Risks regarding the provenance of goods are heightened by the current trade environment.
+Added: Potential increases in U.S.
+Added: tariffs or trade restrictions may incentivize third-party merchants to source goods from unauthorized channels or attempt to bypass customs classifications to maintain margins.
+Added: This could result in potential liability under applicable laws, regulations, agreements and orders and increase the amount of returned merchandise or customer refunds.
Further, we may be found to be directly liable for actions by third party merchants who sell goods on our site.
In addition, brand owners or regulators may take legal action against us.
+Added: While we rely on existing legal and regulatory frameworks, as well as platform safeguards, to limit our liability for third-party content, these protections may change over time due to evolving judicial interpretations or legislative actions.
Even if we prevail, any such legal action could result in costly litigation, generate adverse publicity for us, and have a material adverse impact on our business, financial condition, results of operations, brand and reputation.
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using and registering our trademarks, or trademarks that are similar to, or diminish the value of, our trademarks in some countries.
+Added: We are increasingly integrating Generative AI tools into our content creation and marketing processes.
+Added: The legal framework regarding the copyright ability of AI-generated content is unsettled.
+Added: If we cannot claim ownership of AI-generated assets, our ability to prevent competitors from copying our content may be diminished.
+Added: Conversely, if our internal AI tools inadvertently reproduce copyrighted third-party material, we could be subject to infringement lawsuits.
We may not be able to discover or determine the extent of any unauthorized use of our proprietary rights.
−Removed: Third parties that license our intellectual property rights also may take actions that diminish the value of our proprietary rights or reputation.
The protection of our intellectual property may require the expenditure of significant financial and managerial resources.
40 unchanged sentences
In the event that it is determined that vouchers sold through our platform are subject to the CARD Act or any similar state or foreign law or regulation, and are not within various exemptions that may be available under the CARD Act or under some of the various state or foreign jurisdictions, our liabilities with respect to unredeemed vouchers may be materially higher than the amounts shown in our financial statements and we may be subject to additional fines and penalties.
−Removed: In addition, from time to time, we may be notified of additional laws, or developments in existing laws and regulations that governmental organizations or others may claim should be applicable to our business, or that otherwise affect our operations.
+Added: In addition, federal and state regulators are increasingly scrutinizing pricing practices.
+Added: If our display of prices, taxes, or processing fees is deemed deceptive under new interpretation of consumer protection laws, we could face significant fines and be forced to alter our checkout flows, potentially impacting conversion rates.
+Added: From time to time, we may be notified of additional laws, or developments in existing laws and regulations that governmental organizations or others may claim should be applicable to our business, or that otherwise affect our operations.
If we are required to alter our business practices, or there are other market changes, as a result of any laws and regulations, our revenue could decrease, our costs could increase and our business could otherwise be harmed.
3 unchanged sentences
We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet and e-commerce, which could impede our growth or limit our ability to offer certain online services in the future.
−Removed: These regulations and laws may involve taxation, tariffs, subscriber privacy, anti-spam, data protection, content, reference pricing, copyrights, distribution, communications, consumer protection, the provision of online payment services and the characteristics and quality of services.
−Removed: The application of existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy to the Internet is not clear as the vast majority of these laws were adopted prior to the advent of, and do not contemplate or address the unique issues raised by, the Internet or e-commerce.
+Added: These regulations and laws may involve taxation, tariffs and other trade policies, subscriber privacy, anti-spam, data protection, content, reference pricing, copyrights, distribution, communications, consumer protection, the provision of online payment services and the characteristics and quality of services.
+Added: The application of existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy to
+Added: the Internet is not clear as the vast majority of these laws were adopted prior to the advent of, and do not contemplate or address the unique issues raised by, the Internet or e-commerce.
+Added: Evolving legal and regulatory standards, as well as changes to platform protections, may increase our exposure to claims related to content created by merchants and consumers.
In addition, it is possible that governments of one or more countries may seek to censor, or entirely block access to the content available on our websites, mobile applications, or marketing emails.
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federal, state and international privacy laws and regulations could adversely affect our business.
−Removed: A variety of U.S.
−Removed: federal, state and international laws and regulations govern the collection, use, retention, sharing and security of consumer data.
−Removed: The existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations.
−Removed: In addition, various U.S.
−Removed: federal, state and foreign legislative and regulatory bodies continue to enact new laws regarding privacy, as well as expand the scope of existing laws.
−Removed: For example, GDPR requires companies to satisfy requirements regarding the handling of personal and sensitive data, including its collection, use, security and the ability of persons whose data is stored to correct or delete such data about themselves.
−Removed: European countries continue to expand the scope of its application of GDPR within their local legislation.
−Removed: The CPRA, which expands on and effectively replaces the CCPA that became effective January 1, 2023, similarly regulates the collection and use of consumers' data, and includes additional protection for sensitive personal data.
−Removed: The CDPA, effective as of January 1, 2023, and the CPA, effective as of July 1, 2023, provide new data privacy rights to their respective residents.
−Removed: Complying with the GDPR, CCPA, CPRA, CDPA, CPA and similar laws and regulations may cause us to incur substantial operational costs or require us to change our business practices.
−Removed: Further, despite our diligent efforts to comply with these laws and regulations, we may not be successful either due to internal or external factors such as resource allocation limitations or a lack of vendor cooperation.
−Removed: Noncompliance could result in proceedings against us by governmental entities or others and fines.
−Removed: For example, fines under GDPR could be up to the greater of €20 million or 4% of annual global revenue and damage our reputation and brand and non-compliance with CPRA could result in fines of up to $7,500 per violation in addition to providing consumers with a private right of action.
−Removed: As a result of GDPR, CCPA, CPRA and similar laws and regulations, we may experience difficulty retaining or obtaining new customers due to the compliance cost, potential risk exposure and portability of customer data.
−Removed: We also may find it necessary to establish and maintain systems and procedures to comply with these evolving laws and regulations that involve substantial expense and distraction from other aspects of our business.
−Removed: Additionally, there could be uncertainty around how to comply with privacy laws, in
−Removed: various jurisdictions such as country or state-specific laws that may conflict with or deviate from established privacy directives, or future laws and regulations in other jurisdictions.
−Removed: We have posted privacy policies concerning the collection, use and disclosure of subscriber data as well as detailed cookie policies on our websites and applications.
−Removed: Several Internet companies have incurred substantial penalties for failing to abide by the representations made in their privacy policies and practices.
−Removed: In addition, several states in the U.S.
−Removed: have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach resulting in a loss or likely loss of personal information.
−Removed: Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, Federal Trade Commission requirements or orders or other U.S.
−Removed: federal, state or international privacy or consumer protection-related laws, regulations or industry self-regulatory principles could result in claims, proceedings or actions against us by governmental entities or other third-parties or other liabilities, which could adversely affect our business.
−Removed: In addition, a failure or perceived failure to comply with industry standards or with our own privacy policies and practices could result in a loss of subscribers or merchants and adversely affect our business.
−Removed: federal, state and international governmental authorities also continue to evaluate the privacy implications inherent in the use of web trackers, including the use of "cookies" for tracking and behavioral advertising.
−Removed: For example, member states in the European Union are working to align on a draft of the “ePrivacy Regulation,” that would govern data privacy and the protection of personal data in electronic communications, in particular for direct marketing purposes.
−Removed: The regulation of web trackers and other current online advertising practices could adversely affect our business.
+Added: Failure to comply with conflicting and evolving privacy laws could result in significant fines and limit our ability to use consumer data.
+Added: We are subject to a complex and evolving set of U.S.
+Added: federal, state, and international privacy laws and regulations, including the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the California Privacy Rights Act (CPRA).
+Added: The absence of a unified federal privacy framework in the U.S.
+Added: has resulted in a patchwork of state laws with divergent and sometimes conflicting requirements regarding data subject rights, opt-out mechanisms for targeted advertising, and data protection assessments.
+Added: Internationally, regulations such as GDPR and proposed laws like the EU’s ePrivacy Regulation continue to expand and change, increasing compliance complexity.
+Added: Compliance with these laws requires ongoing investment in systems, procedures, and personnel, and may necessitate changes to our business practices.
+Added: The increasing focus on biometric data privacy and the use of
+Added: artificial intelligence in automated decision-making further complicates compliance.
+Added: Any actual or perceived failure to comply with applicable privacy laws, our posted privacy policies, or industry standards could result in substantial regulatory fines, litigation, loss of customers, and reputational harm.
+Added: For example, GDPR violations can result in fines of up to the greater of €20 million or 4% of annual global revenue, while CPRA violations can result in fines of up to $7,500 per incident and provide consumers with a private right of action.
+Added: Additionally, stricter regulations and technical restrictions on cookies, web trackers, and other online advertising technologies may limit our ability to attribute sales and target advertisements, potentially reducing marketing efficiency and revenue.
+Added: As privacy laws continue to expand and diverge across jurisdictions, we may face increased operational costs, uncertainty in compliance, and limitations on our ability to collect and use data, any of which could adversely affect our business, financial condition, and results of operations.
Misclassification or reclassification of our independent contractors, agency workers or employees could increase our costs and adversely impact our business.
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The costs associated with employee classification, including any related regulatory action or litigation could have a significant impact on our flexibility in managing costs and responding to market changes, and, could have a material adverse effect on our results of operations and our financial position.
+Added: Because our workforce is distributed, differing federal and state classification rules increase administrative complexity and legal risk.
We may suffer liability as a result of information or content retrieved from or transmitted over the Internet and claims related to our service offerings.
4 unchanged sentences
We are subject to risks associated with information disseminated through our websites and mobile applications, including consumer data, content that is produced by our editorial staff and errors or omissions related to the offerings on our marketplaces.
−Removed: Such information, whether accurate or inaccurate, may result in us being sued
−Removed: by our merchants, subscribers or third parties and as a result our results of operations and our financial position could be materially and adversely affected.
−Removed: We may have exposure to greater than anticipated tax liabilities, including the Italy tax Assessment.
+Added: Such information, whether accurate or inaccurate, may result in us being sued by our merchants, subscribers or third parties and as a result our results of operations and our financial position could be materially and adversely affected.
+Added: We may have exposure to greater than anticipated tax liabilities, including foreign tax assessments.
We are subject to income taxes in the U.S.
(federal, state, and local) and numerous foreign jurisdictions.
−Removed: Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes.
+Added: Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our
+Added: provision and accruals for these taxes.
Our income tax obligations are based on our corporate operating structure, including the manner in which we develop, value and use our intellectual property and the scope of our international operations.
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We also are subject to regular review and audit by both U.S.
−Removed: (federal, state.
−Removed: local) and foreign tax authorities.
+Added: (federal, state, local) and foreign tax authorities.
In particular, we currently are, and expect to continue to be, subject to numerous federal, state and international tax audits relating to income, transfer pricing, sales, VAT and other tax liabilities.
Some of these pending and future audits could involve significant liabilities and/or penalties.
−Removed: We are subject to claims for tax assessments by foreign jurisdictions, including a proposed Assessment for $122.3 million (inclusive of estimated incremental interest from the original Assessment).
−Removed: We believe that the Assessment, which primarily relates to transfer pricing on transactions occurring in 2011, is without merit and we intend to vigorously defend ourselves in that matter.
+Added: Although we recently resolved a longstanding tax dispute involving a foreign subsidiary in Italy, other similar tax audits and disputes could arise in other foreign jurisdictions.
See Item 8, Note 15, Income Taxes, for additional information.
7 unchanged sentences
We cannot predict the effect of current attempts to impose sales, income or other taxes on commerce over the Internet.
−Removed: New or revised taxes and, in particular, obligations on online marketplaces and remote sellers to collect sales taxes, VAT and similar taxes, including digital service taxes, may result in liability for third party obligations and would likely increase the cost of doing business online and decrease
−Removed: the attractiveness of advertising and selling goods and services over the Internet.
+Added: New or revised taxes and, in particular, obligations on online marketplaces and remote sellers to collect sales taxes, VAT and similar taxes, including digital service taxes, may result in liability for third party obligations and would likely increase the cost of doing business online and decrease the attractiveness of advertising and selling goods and services over the Internet.
For example, digital service taxes adopted by certain countries, or similar regulations, could adversely affect our financial results.
3 unchanged sentences
income taxes could be subject to certain limitations.
−Removed: Under Sections 382 and 383 of the United States Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” (as defined by the Code) may be subject to limitations on its ability to utilize its pre-change NOLs and other tax attributes such as research tax credits to offset future income taxes.
+Added: Under Sections 382 and 383 of the United States Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” (as defined by the Code) may be subject to limitations
+Added: on its ability to utilize its pre-change NOLs and other tax attributes such as research tax credits to offset future income taxes.
If we undergo one or more ownership changes as a result of transactions in our stock, then our ability to utilize NOLs and other pre-change tax attributes could be limited by Sections 382 and 383 of the Code, and similar U.S.
3 unchanged sentences
We may be adversely affected by global climate change or by legal, regulatory, or market responses to such change.
−Removed: Various jurisdictions, in particular the European Union, the United Kingdom and the United States, are adopting or considering new laws and regulations that enhance mandatory sustainability disclosures, reporting and diligence requirements.
+Added: Various jurisdictions are adopting or considering new laws and regulations that enhance mandatory sustainability disclosures, reporting and diligence requirements.
+Added: We remain subject to these state and international reporting regimes.
If we are unable to comply with new laws and regulations concerning ESG matters or fail to meet investor, industry or stakeholder expectations and standards, our reputation may be harmed, we may be subject to fines, penalties, regulatory or other enforcement actions, and our business financial condition may be adversely affected.
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Our access to capital may be limited and our ability to successfully manage and raise capital in the future may fail, which could prevent us from growing and adversely impact our liquidity.
−Removed: We may need additional capital in the future and to seek additional financing or covenant relief.
+Added: We may need additional capital in the future and may seek additional financing or covenant relief.
Any such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business.
−Removed: We have outstanding $53.7 million and $197.3 million in aggregate principal amount of our 2026 Notes and 2027 Notes.
+Added: We have outstanding $33.7 million, $47.3 million, and $244.1 million in aggregate principal amount of our 2026 Notes, 2027 Notes, and 2030 Notes.
Other general economic conditions and our future operating performance could ultimately limit our access to funding and adversely affect our liquidity.
3 unchanged sentences
If we cannot access the full capacity of any existing credit facility or raise or borrow funds on acceptable terms or at all, it could adversely affect our liquidity, and we may not be able to grow our business or respond to competitive pressures.
−Removed: We may not have the ability to raise the funds necessary to settle conversions of the 2026 Notes and 2027 Notes in cash, to repurchase the 2026 Notes and 2027 Notes upon a fundamental change or to repay the 2026 Notes and 2027 Notes in cash at their maturity (if not earlier converted, redeemed or repurchased), and our current outstanding and future debt may contain limitations on our ability to pay cash upon conversions of the 2026 Notes and 2027 Notes or at their maturity or to repurchase the 2026 Notes and 2027 Notes.
−Removed: Holders of the 2026 Notes and 2027 Notes will have the right to require us to repurchase all or a portion of their respective notes upon the occurrence of a fundamental change before the maturity date at a repurchase price equal to 100% of the principal amount of the 2026 Notes and 2027 Notes, respectively, to be repurchased, plus accrued and unpaid interest, if any.
−Removed: In addition, upon conversion of the 2026 Notes and 2027 Notes, unless we elect to deliver solely shares of our Common Stock to settle such conversion (other than paying cash in lieu of delivering any fractional shares), we will be required to make cash payments in respect of the respective notes, being converted.
−Removed: Moreover, we will be required to repay the 2026 Notes and the 2027 Notes, in cash at their respective maturity dates unless earlier converted, redeemed (noting that the 2027 Notes cannot be redeemed by us) or repurchased.
−Removed: However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the 2026 Notes and/or the 2027 Notes surrendered or pay cash with respect to the 2026 Notes and/or 2027 Notes being converted or at their maturity.
−Removed: In addition, our ability to repurchase the 2026 Notes and 2027 Notes or to pay cash upon conversions of the 2026 Notes and 2027 Notes or at their maturity may be limited by law, regulatory authority or agreements governing our future indebtedness.
−Removed: Our failure to repurchase the 2026 Notes and 2027 Notes at a time when the repurchase is required by the 2026 Notes Indenture and 2027 Notes Indenture governing the 2026 Notes and 2027 Notes, respectively, or to pay cash upon conversions of the 2026 Notes and 2027 Notes or at their maturity as required by the Indenture would constitute a default under each respective indenture.
−Removed: A default under the 2026 Notes Indenture governing the 2026 Notes and the 2027 Notes Indenture governing the 2027 Notes could also lead to a default under agreements governing our existing and future indebtedness.
−Removed: Moreover, the occurrence of a fundamental change under the 2026 Notes Indenture governing the 2026 Notes and the 2027 Notes Indenture governing the 2027 Notes could constitute an event of default under any such future agreement.
−Removed: If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay such indebtedness and repurchase the 2026 Notes and 2027 Notes or pay cash with respect to the 2026 Notes and 2027 Notes being converted or at maturity of the 2026 Notes and 2027 Notes.
−Removed: The terms of the 2026 Notes and 2027 Notes could delay or prevent an attempt to take over our Company.
−Removed: The terms of the 2026 Notes and 2027 Notes require us to repurchase the 2026 Notes and 2027 Notes in the event of a fundamental change.
+Added: We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash, to repurchase the Notes upon a fundamental change or to repay the Notes in cash at their maturity (if not earlier converted, redeemed or repurchased), and our current outstanding and future debt may contain limitations on our ability to pay cash upon conversions of the Notes or at their maturity or to repurchase the Notes.
+Added: Holders of the Notes will have the right to require us to repurchase all or a portion of their respective notes upon the occurrence of a fundamental change before the maturity date at a repurchase price equal to 100% of the principal amount of the Notes, respectively, to be repurchased, plus accrued and unpaid interest, if any.
+Added: In addition, upon conversion of the Notes, unless we elect to deliver solely shares of our Common Stock to settle such conversion (other than paying cash in lieu of delivering any fractional shares), we will be required to make cash payments in respect of the respective notes being converted.
+Added: Moreover, we will be required to repay the Notes, in cash at their respective maturity dates unless earlier converted, redeemed (noting that the 2027 Notes cannot be redeemed by us) or repurchased.
+Added: However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the 2026 Notes, the 2027 Notes, and/or the 2030 Notes surrendered or pay cash with respect to the 2026 Notes, the 2027 Notes, and/or the 2030 Notes being converted or at their maturity.
+Added: In addition, our ability to repurchase the Notes or to pay cash upon conversions of the Notes or at their maturity may be limited by law, regulatory authority or agreements governing our future indebtedness.
+Added: Our failure to repurchase the Notes at a time when the repurchase is required by the Notes Indenture governing the 2030 Notes respectively, or to pay cash upon conversions of the Notes or at their maturity as required by the Indenture would constitute a default under each respective indenture.
+Added: A default under the 2026 Notes Indenture governing the 2026 Notes, the 2027 Notes Indenture governing the 2027 Notes, and the 2030 Indenture governing the 2030 Notes could also lead to a default under agreements governing our existing and future indebtedness.
+Added: Moreover, the occurrence of a fundamental change under the 2026 Notes Indenture governing the 2026 Notes, the 2027 Notes Indenture governing the 2027 Notes, and the 2030 Notes Indenture governing the 2030 Notes could constitute an event of default under any such future agreement.
+Added: If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay such indebtedness and repurchase the Notes or pay cash with respect to the Notes being converted or at maturity of the Notes.
+Added: The terms of the Notes could delay or prevent an attempt to take over our Company.
+Added: The terms of the Notes require us to repurchase the Notes in the event of a fundamental change.
A takeover of our Company would constitute a fundamental change.
This could have the effect of delaying or preventing a takeover of our Company that may otherwise be beneficial to our stockholders.
−Removed: The conditional conversion feature of the 2026 Notes and 2027 Notes, if triggered, may adversely affect our financial condition and operating results.
−Removed: In the event the conditional conversion feature of the 2026 Notes and/or the 2027 Notes is triggered, holders of these notes will be entitled to convert their respective notes at any time during specified periods at their option.
−Removed: If one or more holders elect to convert their 2026 Notes and/or 2027 Notes, then we would be required to pay cash, deliver shares or deliver a combination of shares and cash, at our election.
+Added: The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.
+Added: In the event the conditional conversion feature of the 2026 Notes, 2027 Notes, and/or 2030 Notes is triggered, holders of these notes will be entitled to convert their respective notes at any time during specified periods at their option.
+Added: If one or more holders elect to convert their 2026 Notes, 2027 Notes, and/or 2030 Notes, then we would be required to pay cash, deliver shares or deliver a combination of shares and cash, at our election.
Unless we elect to satisfy our conversion obligation by delivering solely shares of our Common Stock (other than paying cash in lieu of delivering any fractional shares), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity.
−Removed: In addition, upon the occurrence of a fundamental change (as defined in the 2026 Indenture and 2027 Indenture) prior to the maturity date, holders may require us to repurchase all or a portion of the 2026 Notes and/or the 2027 Notes for cash at a price equal to 100% of the principal amount of the 2026 Notes and/or the 2027 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
−Removed: Even if holders of the 2026 Notes and 2027 Notes do not elect to convert their respective notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Notes and 2027 Notes, as a current rather than long-term liability, which would result in a material reduction of our net working capital.
+Added: In addition, upon the occurrence of a fundamental change (as defined in the 2026 Notes Indenture, 2027 Notes Indenture, and 2030 Notes Indenture) prior to the maturity date, holders may require us to repurchase all or a portion of the 2026 Notes, 2027 Notes, and/or 2030 Notes for cash at a price equal to 100% of the principal amount of the 2026 Notes, 2027 Notes, and/or 2030 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
+Added: Even if holders of the Notes do not elect to convert their respective notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes, as a current rather than long-term liability, which would result in a material reduction of our net working capital.
Risks Related to Ownership of Our Common Stock
The trading price of our Common Stock is highly volatile.
−Removed: The trading price of our Common Stock has fluctuated significantly since our initial listing on NASDAQ.
−Removed: We expect that the trading price of our stock will continue to be volatile due to variations in our operating results and also may change in response to other factors, including factors specific to technology and Internet commerce companies, many of which are beyond our control.
−Removed: Among the factors that could affect our stock price are:
−Removed: • our financial results;
−Removed: • any financial projections that we provide to the public, any changes in these projections or our failure for any reason to meet these projections or projections made by research analysts;
−Removed: • the number of shares of our Common Stock that are available for sale;
−Removed: • the relative success of competitive products or services;
−Removed: • the public's response to press releases or other public announcements by us or others, including our filings with the SEC and announcements relating to litigation;
−Removed: • the impact of macroeconomic conditions on our business;
−Removed: • speculation about our business or investments in the press or the investment community;
−Removed: • future sales of our Common Stock by our significant stockholders, officers and directors;
−Removed: • announcements about any share repurchase program and purchases under the program;
−Removed: • changes in our capital structure, such as any refinancing or future issuances of debt or equity securities;
−Removed: • our entry into new markets or exits from existing markets;
−Removed: • regulatory developments;
−Removed: • strategic acquisitions, dispositions, partnerships, joint ventures, restructuring, financing or other transactions announced or consummated by us or our competitors;
−Removed: • financing or other transactions announced or consummated by our minority investments;
−Removed: • our ability to execute our strategy;
−Removed: • our ability to complete the multi-phased cost savings plan and achieve the anticipated benefits from the plan;
−Removed: • our executive leadership transitions;
−Removed: • changes in accounting principles.
−Removed: We expect the volatility in our stock price and financial markets to continue for the foreseeable future as a result of these and other factors.
+Added: The trading price of our Common Stock has been and may continue to be highly volatile, and may fluctuate significantly due to factors both related and unrelated to our operating performance.
+Added: In addition to general market and sector trends, our stock price may be affected by fluctuations in our financial results, changes in financial projections, macroeconomic conditions, and developments in the technology and Internet commerce sectors.
+Added: Our stock has experienced periods of extreme volatility, including rapid price movements driven by high short interest, short squeezes, and social media activity.
+Added: These dynamics can result in price fluctuations that are disconnected from our underlying business fundamentals, and investors who purchase shares during such periods may incur significant losses if the price subsequently declines.
+Added: A substantial portion of our Common Stock is held by a small number of institutional investors and significant shareholders, resulting in a low public float and limited liquidity.
+Added: Sales of large blocks of stock by these holders could cause dramatic declines in our stock price, and concentrated ownership may give significant influence over corporate matters to a few investors whose interests may not align with those of other shareholders.
+Added: Other factors that could affect our stock price include future issuances of equity or convertible securities, analyst coverage and estimates, viral dissemination of information on social media, strategic transactions, executive
+Added: leadership changes, and regulatory developments affecting our business model.
+Added: As a result, the market price of our Common Stock may continue to experience substantial volatility, and investors may experience significant gains or losses.
If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.
7 unchanged sentences
Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.
−Removed: Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management.
−Removed: These provisions include the following:
−Removed: • Our Board has the right to elect directors to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board.
−Removed: • Special meetings of our stockholders may be called only by our Chairman of the Board, our Chief Executive Officer, our Board or holders of not less than the majority of our issued and outstanding Common Stock.
−Removed: This limits the ability of minority stockholders to take certain actions without an annual meeting of stockholders.
−Removed: • Our stockholders may not act by written consent unless the action to be effected and the taking of such action by written consent is approved in advance by our Board.
−Removed: As a result, a holder, or holders, controlling a majority of our Common Stock would generally not be able to take certain actions without holding a stockholders' meeting.
−Removed: • Our certificate of incorporation prohibits cumulative voting in the election of directors.
−Removed: This limits the ability of minority stockholders to elect director candidates.
−Removed: • Stockholders must provide timely notice to nominate individuals for election to the Board or to propose matters that can be acted upon at an annual meeting of stockholders.
−Removed: These provisions may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror's own slate of directors or otherwise attempting to obtain control of our company.
−Removed: • Our Board may issue, without stockholder approval, shares of undesignated preferred stock.
−Removed: The ability to authorize undesignated preferred stock makes it possible for our Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.
+Added: Certain provisions in our certificate of incorporation, bylaws, and Delaware law could delay or prevent a change of control or changes in our management that stockholders may consider favorable.
+Added: These include:
+Added: • The Board’s authority to fill director vacancies, limiting stockholders’ ability to do so;
+Added: • Restrictions on calling special meetings, which require approval by our Chairman, Chief Executive Officer, Board, or holders of a majority of outstanding shares, thereby limiting minority stockholder actions;
+Added: • Limitations on stockholder action by written consent, requiring prior Board approval;
+Added: • Prohibition of cumulative voting in director elections, reducing minority stockholders’ influence;
+Added: • Advance notice requirements for director nominations and other proposals at annual meetings, which may deter proxy contests or takeover attempts;
+Added: • The Board’s ability to issue preferred stock with rights or preferences that could impede an acquisition, without stockholder approval.
+Added: These provisions may discourage unsolicited takeover attempts, proxy contests, or other actions that some stockholders may view as beneficial.
The capped call transactions may affect the value of our 2026 Notes and our Common Stock.
6 unchanged sentences
This activity could also cause or prevent an increase or decrease in the price of our Common Stock or the 2026 Notes, which could affect holders’ ability to convert the 2026 Notes, and, to the extent the activity occurs during any observation period related to a conversion of the 2026 Notes, it could affect the amount and value of the consideration that holders will receive upon conversion of the 2026 Notes.
−Removed: The potential effect, if any, of these transactions on the price of our Common Stock or the 2026 Notes will depend in
−Removed: part on market conditions and cannot be ascertained at this time.
+Added: The potential effect, if any, of these transactions on the price of our Common Stock or the 2026 Notes will depend in part on market conditions and cannot be ascertained at this time.
Any of these activities could adversely affect the value of our Common Stock.
8 unchanged sentences
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.