What changed in this filing

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Item 1A. Risk Factors

2026-03-02 compared with 2025-02-27 · 84 added, 57 removed, 321 unchanged (31% of the section changed)

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The audio entertainment industry is characterized by rapid technological change, frequent product and feature innovations, changes in customer requirements and expectations, evolving standards and new entrants offering products and services.

Our terrestrial radio broadcasting and digital operations face increasing competition from alternative media and entertainment platforms and technologies, such as broadband wireless, satellite radio, television and streaming services, other podcast platforms, internet-based music streaming services, and social media, as well as mobile and other connected devices, such as portable digital audio players, smart phones, wearable devices, tablets, gaming consoles, in-home entertainment and enhanced automotive platforms.

Our terrestrial radio broadcasting and digital operations face increasing competition from alternative media and

entertainment platforms and technologies, such as broadband wireless, satellite radio, television and streaming services, other podcast platforms, internet-based music streaming services, and social media, as well as mobile and other connected devices, such as portable digital audio players, smart phones, wearable devices, tablets, gaming consoles, in-home entertainment and enhanced automotive platforms.

These technologies and alternative media and entertainment platforms, including those used by us, compete with our platforms and content for listeners and advertising revenues.

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Although we have entered into agreements with members of our senior management team and certain other key individuals, we can give no assurance that any or all of them will remain with us, or that we will not continue to make changes to the composition of, and the roles and responsibilities of, our management team.

Competition for these individuals is intense and many of our key employees are at-will employees who are under no obligation to remain with us, and may decide to leave for a variety of personal or other reasons beyond our control.

Competition for these individuals is intense and many of our key employees are at-will employees who are under no obligation to remain with us, and may decide to leave for a variety of

personal or other reasons beyond our control.

If members of our management or key individuals decide to leave us in the future, if we decide to make further changes to the composition of, or the roles and responsibilities of, these individuals, or if we are not successful in attracting, motivating and retaining other key employees, our business could be adversely affected.

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• unfavorable fluctuations in operating costs, which we may be unwilling or unable to pass through to our customers;

• our inability to successfully adopt or our being late in adopting technological changes and innovations that

offer more attractive advertising or listening alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance;

• our inability to successfully adopt or our being late in adopting technological changes and innovations that offer more attractive advertising or listening alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance;

• a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance;

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• adverse political effects and acts or threats of terrorism or military conflicts;

• natural catastrophes such as earthquakes, hurricanes, tornados, wildfires, and floods, which could damage our facilities, interrupt our services and harm our business;

• natural catastrophes such as earthquakes, hurricanes, tornados, wildfires, and floods, which could damage our facilities, interrupt our services and harm our business (including to the extent climate change increases the frequency or intensity of such events, or results in chronic changes to meteorological or hydrological patterns that pose similar risks);

• unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract key employees.

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We can give no assurances that the DOJ, the U.S.

Federal Trade Commission (“FTC”) or foreign antitrust agencies will not seek to bar us from acquiring or disposing of media and entertainment businesses or impose stringent undertakings on our business as a condition to the completion of an acquisition in any market where we already have a significant position.

Federal Trade Commission (“FTC”) or foreign antitrust agencies will not seek to bar

us from acquiring or disposing of media and entertainment businesses or impose stringent undertakings on our business as a condition to the completion of an acquisition in any market where we already have a significant position.

Further, radio acquisitions are subject to FCC approval.

Such transactions must comply with the Communications Act and FCC regulatory requirements and policies.

The FCC’s media ownership rules remain subject to ongoing agency and court proceedings.

The FCC’s media ownership rules remain subject to ongoing agency proceedings.

Future changes could restrict our ability to dispose of or acquire new radio assets or businesses.

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We cannot assure you that our cybersecurity risk management program or the policies, controls, and/or processes that we or our third-party providers have designed to protect our Confidential Information and IT Systems will be effective.

In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate risks and events, when detected by security tools or third parties, may not always be immediately understood or acted upon.

In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate risks and events and, when detected by security tools or third parties, risks and events may not always be immediately understood or acted upon.

Cyberattacks that disrupt or result in unauthorized access to third party IT Systems can materially impact our operations and financial results.

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For example, the Federal Trade Commission expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.

In the event a domestic or EU/UK regulator or court were to determine we had not adequately complied with the security requirements under state privacy laws, the EU/UK General Data Protection Regulation (“GDPR”), and/or other data privacy, cybersecurity, consumer protection or related rules or regulations, we may be subject to regulatory and litigation proceedings, financial fines and penalties, injunctive requirements that negatively affect our business model, and/or costly remediation requirements.

We may also be required to notify affected individuals and authorities in the event of a personal information breach.

For example, the California Consumer Privacy Act and California Privacy Rights Act provide a private right of action to individuals and statutory damages for certain types of data breaches, and the GDPR provides potential fines up to EUR 20 million or 4% of worldwide annual turnover of the preceding financial year, whichever is greater.

In the event a regulator or court were to determine we had not adequately complied with the security requirements under U.S.

state privacy laws, the EU/UK General Data Protection Regulation (“GDPR”), and/or other international, federal, or state data privacy, cybersecurity, consumer protection or related rules or regulations, we may be subject to regulatory and litigation proceedings, financial fines and penalties, injunctive requirements that negatively affect our business model, and/or costly remediation requirements.

We may also be required to

notify affected individuals and authorities in the event of a personal information breach.

For example, the California Consumer Privacy Act provides for per-violation fines, as well as a private right of action to individuals and statutory damages for certain types of data breaches, and the GDPR provides potential fines up to EUR 20 million or 4% of worldwide annual turnover of the preceding financial year, whichever is greater.

We expect these and other developing rules and regulations to increase both upfront compliance costs and liability exposure in the event of a cyberattack or security incident.

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Furthermore, any losses, costs and/or liabilities directly or indirectly related to cyberattacks or other security incidents may not be covered by, or may exceed the coverage limits of, any of our insurance policies.

We use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We use artificial intelligence (“AI”) solutions in our business operations and these applications and our future use of AI in our business may become increasingly important to our operations over time.

Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

Additionally, if the content, analyses, search results or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate, or biased, our business, reputation, financial condition, and results of operations could be adversely affected.

The use of AI applications may result in cybersecurity incidents that implicate the personal data of consumers.

Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations.

AI also presents emerging ethical issues, such as the proper use of copyrighted material with AI applications, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.

The rapid evolution of AI will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.

The regulatory framework for AI technologies is also rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations relating to AI.

Existing laws and regulations may be interpreted in ways that could affect the operation of our AI applications.

As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations.

The cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI applications and technologies).

Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations.

We use artificial intelligence ("AI") in our business, and challenges in managing its use could result in reputational harm, competitive disadvantage, legal liability, and adverse effects on our results of operations.

AI solutions are increasingly integrated into our business operations and are expected to become even more important to our operations over time.

Our competitors or other third parties may adopt AI more quickly or more effectively than we do, which could impair our ability to compete and negatively impact our results of operations.

Additionally, if our AI-generated content, analyses, search results, or recommendations are, or are alleged to be, inaccurate, biased, infringing, harmful, or otherwise deficient, our business, reputation, financial condition, and results of operations could be adversely affected.

AI also raises emerging ethical and legal challenges, including issues related to the use of copyrighted material and potential violations of name, image, and likeness rights.

If our use of AI becomes controversial, we could face brand or reputational harm, competitive disadvantage, or legal liability.

In addition, the rapid evolution of AI will require significant resources to develop, test and maintain our platforms, offerings, services, and features to help us ensure responsible implementation and to minimize unintended, harmful impacts.

The legal and regulatory framework for AI technologies is also evolving rapidly.

Federal, state, and foreign governments and authorities have introduced or are currently considering laws and regulations governing AI.

Existing laws and regulations may be interpreted in ways that impact our use of AI, and industry standards and best practices remain unsettled.

As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.

We cannot predict the impact that future laws, regulations, standards, or market expectations may have on our business.

Compliance costs could be significant and may increase our operating expenses, including through imposing additional AI reporting obligations.

Any such increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations.

We have engaged in restructuring activities in the past and may implement further restructurings in the future and our restructuring efforts may not be successful or generate expected cost savings.

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Our substantial indebtedness may adversely affect our financial health and operating flexibility.

Our subsidiary, iHeartCommunications currently has a $450.0 million undrawn senior secured asset-based revolving credit facility that matures in 2027, approximately $4.7 billion in principal amount of secured debt, of which approximately $21.7 million matures in 2025, approximately $28.2 million matures in 2026, approximately $21.6 million matures in 2027,

approximately $298.4 million matures in 2028, approximately $2.8 billion matures in 2029, and approximately $1.5 billion has various subsequent maturity dates, and approximately $126.0 million in principal amount of unsecured debt, of which approximately $0.8 million matures in 2025, approximately $45.1 million matures in 2026, approximately $79.8 million matures in 2027 and approximately $0.2 million matures in 2028.

Our subsidiary, iHeartCommunications currently has a $450.0 million senior secured asset-based revolving credit facility with $50.0 million outstanding that matures in 2027, approximately $4.7 billion in principal amount of secured debt, of which approximately $28.2 million matures in 2026, approximately $71.5 million matures in 2027, approximately $298.4 million matures in 2028, approximately $2.8 billion matures in 2029, approximately $1.3 billion matures in 2030, and approximately $180.8 million has various subsequent maturity dates, and approximately $125.2 million in principal amount of unsecured debt, of which approximately $45.2 million matures in 2026, approximately $79.8 million matures in 2027, and approximately $0.2 million matures in 2028.

This substantial amount of indebtedness could have important consequences to us, including:

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The FCC’s enforcement priorities are subject to change, and we cannot predict which areas of legal compliance the FCC will focus on in the future.

We have received, and may receive in the future, letters of inquiry and other notifications from the FCC concerning compliance with the Communications Act and FCC rules,

and we cannot predict the outcome of any outstanding or future letters of inquiry and notifications from the FCC or the nature or extent of future FCC enforcement actions.

We have received, and may receive in the future, letters of inquiry and other notifications from the FCC concerning compliance with the Communications Act and FCC rules, and we cannot predict the outcome of any outstanding or future letters of inquiry and notifications from the FCC or the nature or extent of future FCC enforcement actions.

The FCC grants broadcast licenses for a term of up to eight years.

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In addition, Congress, the FCC and other regulatory agencies have considered, and may in the future consider and adopt, new laws, regulations and policies that could, directly or indirectly, have an adverse effect on our business operations and financial performance.

Legislation and certain ongoing litigation and royalty audits may require us to pay additional royalties, including to additional parties such as record labels or recording artists.

Legislation and royalty audits may require us to pay additional royalties, including to additional parties such as record labels or recording artists.

We currently pay royalties to composers and music publishers, including through BMI, ASCAP, SESAC and GMR.

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From time to time, however, Congress considers legislation that could change this.

Moreover, it is possible that our licensing fees and negotiating costs associated with obtaining rights to use musical compositions and sound recordings in our programming could materially increase as a result of private negotiations, one or more rate-setting processes, or administrative and court decisions.

For example, we are involved in negotiations with one or more performing rights organizations related to royalty payments for the public performance of musical compositions, the outcome of which could cause us to owe increased royalty payments and adversely impact our business.

Furthermore, there is no guarantee that applicable direct licenses will be renewed in the future or that such licenses will be available on the same economic terms associated with the current licenses.

In addition, the rates for the royalties that we pay to SoundExchange for certain types of digital music transmissions are the subject of a pending rate-setting proceeding before the Copyright Royalty Board that will determine statutory rates and terms for the public performance and ephemeral reproduction of sound recordings by various non-interactive webcasters, including us, for the period from January 1, 2026 to December 31, 2030.

The outcome of this proceeding may result in an increase to our licensing costs.

Moreover, our licensing fees and related costs for rights to use musical compositions and sound recordings in our programming could materially increase as a result of private negotiations, rate-setting processes, or administrative and judicial decisions.

While we are not currently engaged in active negotiations with major performing rights organizations, our existing agreements have limited durations, and future negotiations could result in significantly higher royalty obligations.

In addition, there is no assurance that direct licenses will be renewed or that future licenses will be available on terms comparable to those under our current agreements.

In addition, the rates for the royalties that we pay to SoundExchange for certain types of digital music transmissions are periodically the subject of rate-setting proceedings before the Copyright Royalty Board to determine statutory rates and terms for the public performance and ephemeral reproduction of sound recordings by various non-interactive webcasters, including us.

The outcome of these proceedings may result in an increase to our licensing costs.

From time-to-time, SoundExchange and various record labels and other music licensors notify us that certain calendar years are subject to routine audits of the royalty payments that we make to them in connection with our various uses of music.

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We collect, receive, store, handle, transmit, use and otherwise process personal, demographic and other information related to individuals, including from and about our listeners, consumers, employees, business partners and advertisers as they interact with us.

(1) our broadcast radio station websites and our iHeartRadio digital platform collect personal information as users use our services, register for our services, fill out their listener profiles, post comments, participate in polls and contests and sign-up to receive email newsletters;

and contests and sign-up to receive email newsletters;

(2) we use tracking technologies, such as “cookies,” to automatically manage and track our listeners’ interactions with us so that we can deliver relevant music content and advertising;

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Changes to the policies promulgated by these third parties may adversely impact our advertising revenue.

example, Apple has updated its products and services to make it more difficult to track its users and has indicated they may impose additional restrictions in the future and other companies may impose similar restrictions.

For example, Apple has updated its products and services to make it more difficult to track its users and has indicated they may impose additional restrictions in the future and other companies may impose similar restrictions.

These changes have reduced and may in the future further reduce the quality and quantity of tracking data available to us and our clients.

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These requirements, and their application, interpretation and amendment, are constantly evolving and developing and have increased upfront compliance costs and liability exposure in the event of a cyberattack or security incident, which costs are likely to further increase in the future.

In some cases, these requirements may be either unclear in their interpretation and application or they may have inconsistent or conflicting requirements with each other.

Further, there has been a substantial increase in legislative activity and regulatory focus on data privacy and security in the United States and elsewhere, including in relation to cybersecurity incidents .

We are party to a letter of agreement (the “LOA”) with the DOJ in its capacity as a representative of The Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector, an interagency federal government group that analyzes certain transactions for national security, law enforcement, and public safety issues.

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Moreover, further changes in consumer rights, expectations and demands regarding privacy and data protection could restrict our ability to collect, use, disclose and derive economic value from demographic and other information related to our listeners, consumers, business partners and advertisers, or to transfer employee data within the corporate group.

New consumer rights, including the right for consumers to opt-out of targeted advertising and the sale of their personal information, to prevent the "sharing" of their personal information for cross-context behavioral advertising, or to have their personal information deleted could lead to a depletion of our consumer database.

Such new consumer rights and restrictions on our use of consumer data could limit our ability to provide customized music content to our listeners, interact directly with our listeners and consumers and offer targeted advertising opportunities to our business partners and advertisers.

New consumer rights, including the right for consumers to opt out of the use or sharing of their personal information for targeted advertising purposes, to opt out of the sale of their personal information, or to have their personal information deleted could lead to a depletion of our consumer database.

Although we have implemented and are implementing policies and procedures designed to comply with these laws and regulations, these laws are in some cases relatively new and the interpretation and application of these laws are uncertain.

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We are subject to a series of risks regarding scrutiny and regulation of environmental, social, and governance matters.

Companies across industries are facing increasing scrutiny from a variety of stakeholders, including policymakers, related to their sustainability or environmental, social, and governance (“ESG”) practices, such as climate change and human capital, among others.

For example, various groups produce ESG scores or ratings based at least in part on a company’s ESG disclosures, and certain market participants, including institutional investors and capital providers, use such ratings to assess companies’ ESG profiles.

Unfavorable perceptions of our ESG performance could negatively impact our business, whether from a reputational perspective, through a reduction in interest in purchasing our stock or products, issues in attracting/retaining employees, customers and business partners, or otherwise.

Simultaneously, there are efforts by some stakeholders to reduce companies’ efforts on certain ESG-related matters.

Increasingly, different stakeholder groups have divergent (or conflicting) views on ESG matters, which increases the risk that any action, or lack thereof, with respect to ESG matters will be perceived negatively by at least some stakeholders and adversely impact our reputation and business.

Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives.

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

While we have engaged, and expect to continue to engage in, certain voluntary initiatives (such as voluntary disclosures, certifications, and/or goals) to improve the ESG profile of our company and/or products or respond to stakeholder concerns, such initiatives may be costly and may not have the desired effect.

Expectations around company’s management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control.

Companies across industries continue to face scrutiny from a variety of stakeholders, including government officials and other policymakers, related to their sustainability or environmental, social, and governance (“ESG”) practices, such as climate change and human capital, among others.

Unfavorable perceptions of our approach to or performance regarding such matters could negatively impact our business, whether from a reputational perspective, through a reduction in interest in purchasing our stock or products, issues in attracting/retaining employees, customers and business partners, or otherwise.

As with other companies, our approach to such matters is expected to continue to evolve over time, and we cannot guarantee that our approach will align with the preferences or expectations of any particular stakeholder.

Stakeholder expectations vary and, increasingly different stakeholder groups have divergent (or conflicting) views on ESG matters, which increases the risk that any action, or lack thereof, with respect to ESG matters will be perceived negatively by at least some stakeholders and adversely impact our reputation and business.

Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including legislation, regulation, media campaigns and litigation, to advance their perspectives.

To the extent we are subject to such activism, it may require us to incur material costs and any failure to successfully navigate such stakeholder expectations may harm our reputation, including our relationships with various stakeholders, or result in other adverse impacts.

While we have engaged, and expect to continue to engage in, certain voluntary initiatives (such as voluntary disclosures, certifications, and/or goals) to address sustainability matters or respond to stakeholder concerns, such initiatives may be costly and may not have the desired effect.

For example, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined, or perceived, to be erroneous or not in keeping with best practice.

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Various policymakers are imposing domestic and international laws and regulations relating to climate change and sustainability that might require additional investments, disclosure, and the attention of our management team, in connection with implementation and oversight of new practices and reporting processes.

These requirements are not always uniform across jurisdictions, and combined with other stakeholder expectations, will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor.

These requirements are not always uniform across jurisdictions, and other policymakers have sought to constrain companies' consideration of such matters.

Both of these developments, particularly when combined with other stakeholder expectations, will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor.

Additionally, many of our customers, business partners, and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.

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As a holding company, our investments in our operating subsidiaries constitute all of our operating assets.

Our subsidiaries conduct all of our consolidated

operations and own substantially all of our consolidated assets.

Our subsidiaries conduct all of our consolidated operations and own substantially all of our consolidated assets.

As a result, we must rely on dividends and other advances, distributions and transfers of funds from our subsidiaries to meet our obligations.

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These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employee, which may discourage such lawsuits against us and our directors, officers and employees.

Alternatively, if a court were to find these provisions of our certificate of incorporation or bylaws

inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

Alternatively, if a court were to find these provisions of our certificate of incorporation or bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

Regulations imposed by the Communications Act and the FCC limit the foreign individuals or entities that may invest in our capital stock without FCC approval.

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The FCC has issued declaratory rulings that permit us to be up to 100% foreign-owned and specifically approve certain of our foreign shareholders, subject to certain conditions.

We also have pending a petition for declaratory ruling seeking approval for one of our existing, approved foreign investors to reorganize its ownership interest.

The acquisition of a significant amount of our stock by a new foreign holder could require us to request additional or modified declaratory rulings from the FCC and to take actions under our certificate of incorporation to ensure our compliance with the Communications Act and FCC regulations until such rulings are granted.

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Our certificate of incorporation grants us broad authority to comply with FCC Regulations.

To the extent necessary to comply with the Communications Act, FCC rules, policies, and orders, and in accordance with our certificate of incorporation, we may request information from any stockholder or proposed stockholder to determine whether such stockholder’s ownership of shares of capital stock may result in a violation of the Communications Act, FCC rules and policies, or any FCC declaratory ruling.

To the extent necessary to comply with the Communications Act and FCC rules, policies, and orders, and in accordance with our certificate of incorporation, we may request information from any stockholder or proposed stockholder to determine whether such stockholder’s ownership of shares of capital stock may result in a violation of the Communications Act, FCC rules and policies, or any FCC declaratory ruling.

We may further take the following actions, among others, to help ensure compliance with and to remedy any actual or potential violation of the Communications Act, FCC rules and policies, or any FCC declaratory ruling, or to prevent the loss or impairment of any of our FCC licenses:

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and (iii) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction, against any stockholder, to cure any such actual or potential violation or impairment.

The price of our Class A common stock has been and may in the future be volatile.

The price of our Class A common stock has fluctuated and may fluctuate in the future due to a variety of factors, including:

• changes in the industries in which we and our customers operate;

• developments involving our competitors;

• changes in laws and regulations affecting our business;

• variations in our operating performance and the performance of our competitors in general;

• actual or anticipated fluctuations in our quarterly or annual operating results;

• publication of research reports by securities analysts about us or our competitors or our industry;

• changes in financial estimates and recommendations by securities analysts;

• issuances of shares of our Class A common stock, including upon conversion of our Class B common stock;

• short sellers manipulating our stock, resulting in a price decrease;

• "short squeezes" of our Class A common stock or the common equity of companies in our industry;

• the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

• actions by stockholders, including the sale of their shares of our Class A common stock;

• additions and departures of key personnel;

• commencement of, or involvement in, litigation involving our Company;

• changes in our capital structure, such as future issuances of securities or the incurrence of additional debt or equity;

• the volume of shares of our Class A common stock available for public sale;

• general economic and political conditions.

Information available in public media that is published by third parties, including blogs, articles, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate.

We have received, and may continue to receive, media coverage that is published or otherwise disseminated by third parties, including blogs, articles, message boards and social and other media.

This includes coverage that is not attributable to statements made by our officers or employees.

Information provided by third parties may not be reliable or accurate and could materially impact the trading price of our Class A common stock, which could cause stockholders to lose their investments.

FORWARD-LOOKING STATEMENTS

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You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.

These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” "commit," “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “commit,” “believe,” “may,” “will,” “should,” “can have,” “dedicated to,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies, potential impacts from inflation and economic trends, or the expected outcome or impact of pending or threatened litigation are forward-looking statements.

All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

• risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures for advertising;

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We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Additionally, our discussion of certain ESG assessments, goals and related issues in this or other disclosures is informed by various ESG standards and frameworks (including standards for the measurement of underlying data) and the interests of various stakeholders.

Additionally, our discussion of certain sustainability assessments, goals and related issues in this or other disclosures is informed by various sustainability standards and frameworks (including standards for the measurement of underlying data) and the interests of various stakeholders.

As such, such information may not, and should not be interpreted as necessarily being, “material”;

any references to “materiality” in the context of such discussions and any related assessment of ESG “materiality” may differ from the definition of “materiality” under the federal securities laws for SEC reporting purposes.

any references to “materiality” in the context of such discussions and any related assessment of sustainability “materiality” may differ from the definition of “materiality” under the federal securities laws for SEC reporting purposes.

Furthermore, much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change.

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

What changed 10-K

Item 1A. Risk Factors