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Our revenue was $1,234.0 million, $937.5 million, and $698.1 million for the years ended December 31, 2025, 2024, and 2023, respectively, representing a growth rate of 31.6% in 2025 and 34.3% in 2024.
−Removed: Our rapid revenue growth has been driven by increases in our customer count, growth of existing customers, our expansion into international markets, our sales to mid-market businesses, and the cross-selling of our SMS offering alongside our data platform and email offering.
−Removed: In addition, we implemented a price increase in
−Removed: September 2022, which positively increased revenue growth in 2023.
−Removed: This price increase also impacted the various measures we use to assess our usage and subscription levels based on revenue, such as NRR and our revenue growth rate, and following its implementation, those measures experienced corresponding increases as a result.
−Removed: As we have lapped the one year anniversary of this price increase, these measures have seen a corresponding decrease.
−Removed: We anticipate that our revenue growth rate will decelerate over time as a result of a variety of factors, including the maturation of our business, and you should not rely on our historical revenue growth as an indication of our future performance.
+Added: Our rapid revenue growth has been driven by increases in our customer count, growth of existing customers, our expansion into international markets, our sales to mid-market and enterprise businesses, and the cross-selling of our text messaging offering alongside our data platform and email offering.
+Added: We anticipate that our revenue growth rate will decelerate over time as a result of a variety of factors, including the maturation of our business, and you
+Added: should not rely on our historical revenue growth as an indication of our future performance.
Overall growth of our revenue depends on several factors, including our ability to:
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• succeed in selling our products in new verticals and in markets outside the United States;
−Removed: • keep pace with technological developments;
+Added: • keep pace with technological developments, including rapid advances in AI and machine learning technologies;
• price our platform subscriptions competitively;
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We may not successfully accomplish any of these objectives.
−Removed: If we do not, or if the assumptions that we use to plan our business are incorrect or change in reaction to changes in our market, or if we are unable to maintain our revenue growth for any reason, including the reasons listed above, it may be difficult to maintain profitability, the trading price of our Series A common stock may continue to be volatile, demand for our products and our platform could decline, and our business, financial condition, and results of operations may be adversely affected.
+Added: If we do not, or if the assumptions that we use to plan our business are incorrect or change in reaction to changes in our market, or if we are unable to maintain our revenue growth for any reason, including the reasons listed above, it may be difficult to achieve and maintain profitability, the trading price of our Series A common stock may continue to be volatile, demand for our products and our platform could decline, and our business, financial condition, and results of operations may be adversely affected.
Our business has experienced rapid growth, and if we fail to effectively manage our growth or anticipated growth, our business, results of operations, and financial condition could be adversely affected.
We have experienced rapid growth in our business since inception, and we may continue to experience rapid growth.
−Removed: Our headcount has grown from 1,815 employees as of December 31, 2023 to 2,182 employees as of December 31, 2024.
+Added: Our headcount has grown significantly in recent years, reaching 2,368 employees as of December 31, 2025.
In addition, we have been expanding our international operations since 2019.
We opened offices in the United Kingdom and Australia in 2019 and 2022, respectively, and we expanded our presence in the European region by adding operations in Ireland in 2024.
+Added: In 2025, we continued our expansion into the Asia Pacific and European regions by adding operations in Singapore and France, respectively.
We have also experienced significant growth in the number of customers using our platform, including the number of international customers, which increased from approximately 92,000 as of December 31, 2024 to approximately 108,000 as of December 31, 2025.
We plan to continue to expand our international operations in the future.
−Removed: We have also experienced significant growth in the number of products and features we offer (such as adding reviews and CDP offerings and AI features alongside our data platform, email, SMS and push offerings) and the usage and amount of data that our platform and associated infrastructure support.
−Removed: This growth has placed and may continue to place significant demands on our operational infrastructure, financial resources, corporate culture, and management team.
−Removed: In addition, our organizational structure has become more complex over time.
−Removed: In order to manage these increasing complexities, we will need to continue to scale and adapt our operational, financial and management controls, as well as our reporting systems and procedures.
−Removed: The expansion of our systems and infrastructure will require us to commit substantial operational, financial, and management resources before our revenue increases and without any assurances that our revenue will increase.
−Removed: In order to successfully manage our future growth and manage our business effectively, we will need to continue to improve our operating and administrative systems, and our ability to manage headcount, capital, and internal processes.
−Removed: Continued growth could challenge our ability to develop and improve our operational, financial, and management controls, enhance our reporting systems and procedures, recruit, train, and retain highly skilled personnel in a timely manner or at all, and maintain user satisfaction.
−Removed: If we fail to achieve the necessary level of efficiency in our organization as we grow, then our business, results of operations, and financial condition could be adversely affected.
+Added: We have also experienced significant growth in the number of products, features, and messaging channels we offer (such as Reviews, Marketing Analytics, Advanced KDP, Marketing Agent, Customer Agent, Customer Hub, Helpdesk, and AI features, as well as additional messaging channels like text messaging, mobile push, and WhatsApp) and the usage and amount of data that our platform and associated infrastructure support.
+Added: This growth in our business has placed and may continue to place significant demands on our operational infrastructure, financial resources, corporate culture, and management team.
+Added: As we continue to grow, we will need to further improve and scale our operating and administrative systems, as well as our ability to manage headcount, capital, and internal processes.
+Added: Continued growth could also cause our organizational
+Added: structure to become increasingly complex, requiring us to further develop and adapt our operational, financial, and management controls, and enhance our reporting systems and procedures.
+Added: Supporting these needs, and the broader expansion of our systems and infrastructure, will require substantial operational, financial, and management resources, often in advance of revenue growth and without assurance that such growth will occur.
+Added: If we fail to effectively scale our systems and organization, or to recruit, train, and retain highly skilled personnel in a timely manner or at all, our business, results of operations, and financial condition could be adversely affected.
Further, as our customer base continues to grow, we will need to expand our account management and customer service teams and continue to scale our platform.
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We have a limited operating history in a rapidly changing industry, which makes it difficult to evaluate our current business and future prospects and increases the risk of your investment.
−Removed: We were founded and launched our platform in 2012.
−Removed: As a result of our limited operating history, our ability to forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for future growth.
+Added: Since we launched our platform in 2012, our business has evolved significantly as we have expanded into new product categories, markets, and customer segments, and incorporated new technologies, including AI and machine learning.
+Added: As a result, our operating history with respect to our current scale, product portfolio, and go-to-market model, and our ability to forecast our future results of operations are limited and subject to a number of uncertainties, including our ability to plan for future growth.
Our historical growth should not be considered indicative of our future performance.
−Removed: We have encountered and will continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as risks and uncertainties related to:
+Added: We have encountered and will continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, including those related to:
• retention of customers;
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• network outages or security breaches and any associated expenses;
−Removed: • foreign currency exchange rate fluctuations;
+Added: • foreign currency exchange rate and interest rate fluctuations;
• executing acquisitions and integrating the acquired businesses, technologies, products, and other assets;
−Removed: • general economic and political conditions.
−Removed: If we do not address these risks successfully, our business, results of operations, and financial condition could be adversely affected.
+Added: • general economic, political, and market conditions, both domestically and in our foreign markets, including changes in the U.S.
+Added: and foreign laws and regulations on international trade, tariffs or other disruptions to commerce.
+Added: If we do not address these risks successfully, or if our assumptions or forecasts prove to be incorrect or require adjustment, our business, results of operations, and financial condition could be adversely affected.
We operate in a highly competitive industry, and if we do not compete effectively with established companies or new market entrants, our business, results of operations, and financial condition could be adversely affected.
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• quality of service and customer satisfaction.
+Added: The integration and adoption of AI technology, including generative AI and autonomous AI agents, is rapidly changing the competitive dynamics of our industry.
+Added: Competitors with superior AI capabilities, whether through greater investment in AI development, access to larger or higher quality training datasets, more advanced AI models, or autonomous agents with greater capabilities or broader functionality, may be able to offer more effective, efficient, or innovative solutions that attract customers.
+Added: If we are unable to continue developing and integrating advanced AI functionality, including autonomous agents and generative AI features, at a pace that meets customer expectations or competitive benchmarks, our market position and growth prospects could be adversely affected.
Many of our current and potential competitors have or may have significantly greater financial, technical, marketing, and other resources than we do.
−Removed: They may secure better terms from partners, adopt more aggressive or alternative pricing policies, or devote more resources to technology, infrastructure, sales, marketing, and customer service.
+Added: They may secure better terms from partners, adopt more aggressive or alternative pricing policies, devote more resources to technology, infrastructure, sales, marketing, and customer service, or make strategic acquisitions that expand their capabilities or customer bases.
These competitors may also engage in more extensive research and development efforts or undertake more far-reaching marketing campaigns, which may allow them to attract customers or partners.
−Removed: For example, for our SMS offering, we do not currently separate carrier fees from the fees that our customers pay for our product.
+Added: For example, for our text messaging offering, we do not currently separate carrier fees from the fees that our customers pay for our product.
In contrast, some of our competitors separate carrier fees from their product fees, which may create the appearance of a lower product fee and which may appear more attractive.
−Removed: Our competitors may also develop a platform or products that are similar to ours or that achieve greater market acceptance than ours.
−Removed: This could attract customers or partners away from our platform or our products and reduce our market share.
+Added: Our competitors may also develop a platform or products that are similar to ours or that achieve greater market acceptance than ours, which could attract customers or partners away from our platform or our products and reduce our market share.
In addition, if one or more of our competitors were to merge or partner with another of our competitors, our ability to compete effectively could be adversely affected.
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We may not be able to compete successfully against current or future competitors, and competitive pressures could adversely affect our business, results of operations, and financial condition.
−Removed: Our business and success depend, in part, on our ability to successfully integrate with third-party platforms, especially with eCommerce platforms such as Shopify, and our business would be harmed as a result of any disruptions to these third-party platform integrations or our relationships with third-party platform providers.
+Added: Our business and success depend, in part, on our ability to successfully integrate with third-party platforms, especially with eCommerce platforms such as Shopify, and our business could be harmed as a result of any disruptions to these third-party platform integrations or our relationships with third-party platform providers.
We depend on product integrations with various third-party platforms, especially eCommerce platforms, to sustain and grow our business.
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Further, our customers’ experience with our platform is dependent on our ability to connect easily to these third-party platforms as well as the effectiveness and utility of these integrations.
−Removed: The companies that operate these third-party
−Removed: platforms generally dictate, to varying degrees, the terms of use of their respective platforms, including the manner and procedure by which we integrate with their respective platforms.
−Removed: We may fail to maintain and improve upon these integrations or relationships for many reasons, including due to our or the third parties’ failure to maintain, support, or secure their third-party platforms in general and our integrations in particular, or errors, bugs, or defects in our or their technology, or changes in our or their technology platforms or our relationship with such third parties due to actual or perceived competing platforms or offerings.
+Added: The companies that operate these third-party platforms generally dictate, to varying degrees, the terms of use of their respective platforms, including the manner and procedure by which we integrate with their respective platforms.
+Added: We may fail to maintain and improve upon these integrations or relationships for many reasons, including due to our or the third parties’ failure to maintain, support, or secure their third-party platforms in general and our integrations in particular, errors, bugs, or defects in our or their technology, or changes in our or their technology platforms or our relationship with such third parties due to actual or perceived competing platforms or offerings.
Any such failure to integrate data from a third-party platform, or any disruption on an eCommerce platform that prevents us from integrating with that platform or reduces the interoperability between our platform and the respective third-party platform, could harm our relationship with our customers, adversely impact our reputation and brand, and adversely affect our business, financial condition, and operating results.
−Removed: As of December 31, 2024, approximately 77.7% of our ARR was derived from customers who also use Shopify’s platform, while only approximately 9.4% of our new ARR in 2024 was derived from customers that came to us through the Shopify app store.
−Removed: Shopify also helps to promote our brand by referring new customers to us, and under our partnership with Shopify Inc.
−Removed: and certain of its affiliates (collectively, “Shopify”) , we are the recommended email solution for Shopify Plus customers globally.
+Added: Additionally, these third-party platforms may develop and deploy their own AI-powered capabilities.
+Added: As they do so, they may alter access to data, APIs, or integration frameworks in ways that limit interoperability with our platform or diminish the utility of our products.
+Added: Third-party platform operators may also embed AI-driven marketing, analytics, or automation features into their platforms that compete with, or reduce customer demand for, our products and services.
+Added: Any of these developments could reduce the effectiveness of our integrations, limit our access to first-party data, reduce the utility of and demand for our platform, or otherwise adversely affect our relationships with customers and partners, our competitive position, and our business and results of operations.
+Added: As of December 31, 2025, approximately 77.9% of our ARR was derived from customers who also use Shopify Inc.’s (and together with certain of its affiliates, “Shopify”) platform, while only approximately 7.4% of our new ARR in 2025 was derived from customers that came to us through the Shopify app store.
+Added: Shopify also helps to promote our brand by referring new customers to us, and under our partnership with Shopify, we are the recommended email solution for Shopify Plus customers globally.
Any disruption to the functionality of our integration with Shopify, including our removal from their app store, could create delays in data synchronization for our customers and adversely affect the customer experience.
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However, the termination or degradation of our integration with Shopify could cause us to lose customers if these customers do not transition to a new eCommerce platform, or if they transition to a platform that does not integrate with our platform.
−Removed: We also have integrations with other third-party eCommerce platforms, such as BigCommerce, Centra, Magento, Nuvemshop, PrestaShop, Salesforce Commerce Cloud, Square, Wix, and WooCommerce, and some of our customers transition from one third-party eCommerce platform to another while remaining on our platform.
+Added: We also have integrations with other third-party eCommerce platforms, such as BigCommerce, Centra, Magento, Nuvemshop, PrestaShop, Salesforce Commerce Cloud, Shopware, Square, Wix, and WooCommerce, and some of our customers transition from one third-party eCommerce platform to another while remaining on our platform.
Further, diversifying our contractual relationships and operations with other platforms could increase the complexity of our operations and lead to increased costs.
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For example, these partners build integrations that extend our platform’s core product functionality or bring additional data into our platform.
−Removed: These technology partners may fail to maintain, support, or
−Removed: improve their integrations, which could reduce the utility of our platform and in turn could decrease demand for our platform and products, harm our reputation and brand, and have a negative effect on our business, financial condition, and operating results.
+Added: These technology partners may fail to maintain, support, or improve their integrations, which could reduce the utility of our platform and in turn could decrease demand for our platform and products, harm our reputation and brand, and have a negative effect on our business, financial condition, and operating results.
In order to grow our business, we anticipate that we will continue to depend on relationships with third parties.
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In addition, our revenue is dependent on the usage of our platform and the demand for our products, which in turn are influenced by the amount of business that our customers conduct.
−Removed: To the extent that weak or volatile economic conditions, including due to public health crises, labor shortages, supply chain disruptions, inflation, a government shutdown, geopolitical developments (such as the Russia-Ukraine conflict and the conflict in the Gaza Strip, as well as the implementation of, or changes to or further expansions of, trade sanctions, export restrictions, tariffs, and embargoes), deterioration of the financial services industry and other events outside of our control, result in a reduced volume of business for our customers and prospective customers, demand for, and use of, our platform and our products may decline.
−Removed: Specifically, because we currently operate primarily in the retail and eCommerce space, any disruption caused to the customers in this space, such as a weak global economy causing a shift in the economic viability of the retail and eCommerce businesses, may require us to adapt our business model and our operations accordingly.
+Added: To the extent that weak or volatile economic conditions, including due to public health crises, labor shortages, supply chain disruptions, inflation, government shutdowns, geopolitical developments (such as the Russia-Ukraine conflict, as well as the implementation of, or changes to or further expansions of, trade sanctions, export restrictions, tariffs, and embargoes), deterioration of the financial services industry and other events outside of our control, result in a reduced volume of business for our customers and prospective customers, demand for, and use of, our platform and our products may decline.
+Added: Specifically, because we currently operate primarily in the retail and eCommerce space, any disruption caused to the customers in this space, such as a weak global economy or the introduction of tariffs causing a shift in the economic viability of the retail and eCommerce businesses, may require us to adapt our business model and our operations accordingly.
+Added: Increased tariff rates could adversely affect our customers’ and suppliers’ businesses and in turn adversely impact our business and usage of our platform, including
+Added: customers requesting discounts on our products and services and/or delaying their purchasing decisions.
+Added: In addition, the imposition of taxes that target U.S.
+Added: service providers, such as us, could directly increase the prices that our customers pay and adversely affect our business, and changes or uncertainties in U.S.
+Added: trade policies toward foreign countries could create unfavorable economic conditions that may adversely affect our operations and growth.
Furthermore, weak economic conditions may make it more difficult to collect on outstanding accounts receivable and increase our expenses.
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Additionally, we generate a significant portion of our revenue from small businesses, which may be affected by economic downturns and other adverse macroeconomic conditions, as small businesses may be more likely to reduce their marketing expenses during such periods and do so to a greater extent than larger enterprises and typically have more limited financial resources, including capital borrowing capacity.
−Removed: In addition, a customer or supplier could be adversely affected by any of the liquidity or other risks that are described above as factors that could result in material adverse impacts on us, including but not limited to delayed access or loss of access to uninsured deposits or loss of the ability to draw on existing credit facilities involving a troubled or failed financial institution.
+Added: In addition, a customer or supplier could be adversely affected by any of the liquidity or other risks that are described elsewhere in this section as factors that could result in material adverse impacts on us, including but not limited to delayed access or loss of access to uninsured deposits or loss of the ability to draw on existing credit facilities involving a troubled or failed financial institution.
If our customers reduce their use of our platform, or prospective customers delay adoption or elect not to adopt our platform or purchase our products, as a result of a weak economy or rising inflation and increased costs or otherwise, our business, results of operations, and financial condition could be adversely affected.
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We derive, and expect to continue to derive, the significant majority of our revenue from the sale of subscriptions to our platform.
−Removed: Our business and our growth are dependent on our ability to continue to attract and acquire new customers
−Removed: while retaining existing customers and expanding both their usage of our platform and the products we sell to them.
+Added: Our business and our growth are dependent on our ability to continue to attract and acquire new customers while retaining existing customers and expanding both their usage of our platform and the products we sell to them.
The demand for our products may be inhibited, and we may be unable to grow our business and customer base, for a number of reasons, including, but not limited to:
−Removed: • our failure to develop or offer new or enhanced products or features in a timely manner that keeps pace with new technologies, competitor offerings, and the evolving needs of our customers;
+Added: • our failure to develop or offer new or enhanced products or features in a timely manner that keeps pace with new technologies, including rapidly evolving AI capabilities, competitor offerings, and the evolving needs of our customers;
• difficulties providing or maintaining a high level of customer satisfaction, which could cause our existing customers to cancel or decrease their subscriptions or stop referring prospective customers to us;
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• perceived or actual security, availability, integrity, privacy, reliability, quality, or compatibility problems with our platform, including unscheduled downtime, outages, or security breaches;
−Removed: • changes in search engine ranking algorithms or in search terms used by potential customers;
+Added: • changes in search engine ranking algorithms or other search and discovery mechanisms used by potential customers;
• our inability to market our platform in a cost-effective manner to new customers or to our existing customers due to changes in regulation, or changes in the enforcement of existing regulation, that would affect our marketing or pricing practices;
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Some of our customers have elected not to renew their subscriptions with us in the past, and it is difficult to accurately predict long-term customer retention.
+Added: Customers may also renew on terms less favorable to us, optimize their usage, or reduce their spend.
Further, to achieve continued growth, we must not only maintain our relationships with our existing customers, but expand our commercial relationships with our existing customers and encourage them to increase usage of our platform.
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Based on our current planned operations, we expect our cash and cash equivalents will enable us to fund our operating expenses for at least the next twelve months.
−Removed: We have based this estimate on assumptions that in the future may prove to be
−Removed: wrong, and we could use our capital resources sooner than we currently expect.
+Added: We have based this estimate on assumptions that in the future may prove to be wrong, and we could use our capital resources sooner than we currently expect.
We also expect our costs and expenses to increase in future periods as we continue to invest in our business and increase our product offerings, which could negatively affect our future results of operations if our revenue does not continue to increase.
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• our technology infrastructure and operations, including systems architecture, scalability, availability, performance, and security;
−Removed: • platform development, including investments in our platform development team and the development of new products and functionality for our platform as well as investments in further improving our existing platform and infrastructure;
+Added: • platform development, including investments in our platform development team, AI and machine learning technologies, and the development of new products and functionality for our platform as well as investments in further improving our existing platform and infrastructure;
• international expansion;
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For the years ended December 31, 2025, 2024, and 2023, our research and development expenses were 23.6%, 25.4%, and 37.6% of our revenue, respectively.
−Removed: Research and development projects can be technically challenging and expensive, particularly as we work to expand both the channels through which we offer our products and the use cases for our products beyond marketing.
−Removed: In addition, our products have varying associated communication sending costs, and our research and development team may not be able to mitigate the impact of growth in any of those higher-cost channels, such as SMS, by maintaining efficiency.
+Added: Research and development projects can be technically challenging and expensive, and require specialized personnel and significant computing infrastructure, particularly as we work to expand both the channels through which we offer our products and the use cases for our products beyond marketing and integrate resource-
+Added: intensive technologies, such as AI and machine learning.
+Added: In addition, our products have varying associated communication sending costs, and our research and development team may not be able to mitigate the impact of growth in any of those higher-cost channels, such as text messaging, by maintaining efficiency.
+Added: These investments may adversely affect our operating margins and short-term profitability, and we may not realize the expected benefits.
The nature of research and development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we are able to offer compelling products and generate revenue, if any, from this investment.
Additionally, anticipated customer demand for a product we are developing could decrease after the development cycle has commenced, and we would nonetheless be unable to avoid substantial costs associated with the development of any such product.
−Removed: If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of products that are competitive in our current or future markets or if we do not spend our research and development budget efficiently or effectively on compelling innovation and technologies, our competitive advantage may be adversely affected, which could materially adversely affect our business, financial condition, and results of operations.
+Added: If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of products that are competitive in our current or future markets or if we do not spend our research and development budget efficiently or effectively on compelling innovation and technologies, our competitive advantage may be adversely affected, which could materially adversely affect our business, financial condition, growth prospects, and results of operations.
If we fail to adapt and respond effectively to technological changes, evolving industry standards, changing regulations or changing customer or consumer needs, requirements or preferences, our platform may become less competitive.
The market in which we compete is relatively new and subject to rapid technological change, evolving industry standards, and changing regulations, as well as changing customer and consumer needs, requirements, and preferences, including changes in the use of channels through which consumers desire to communicate with brands.
−Removed: For example, while email marketing has been the primary product on our platform, our SMS offering is relatively new, and customers may prefer SMS or push marketing campaigns or campaigns using other new types of communication channels to email campaigns in the future.
−Removed: Further, as consumer preferences with respect to communication channels evolve, we may need to adapt to the varying margin profiles of these new technologies and address potential margin compression.
+Added: For example, while email marketing has been the primary product on our platform, our text messaging and WhatsApp offering is relatively new, and customers may prefer text message, WhatsApp, or push marketing campaigns or campaigns using other new types of communication channels to email campaigns in the future.
+Added: Further, as consumer engagement and purchasing behaviors evolve across emerging channels and technologies, we may need to adapt our offering to align with these shifts, manage the differing margin profiles associated with such channels and technologies and mitigate potential margin compression.
The success of our business will depend, in part, on our ability to adapt and respond effectively to changes in customer and consumer preference on a timely basis in the markets that we currently serve, such as retail and eCommerce, and in markets we may enter in the future.
−Removed: Our ability to attract new customers and increase revenue from existing customers depends in large part on our ability to enhance and improve our platform and products, offer new features as part of our existing products, offer
−Removed: new products, and increase adoption and usage of our platform and products.
+Added: Our ability to attract new customers and increase revenue from existing customers depends in large part on our ability to enhance and improve our platform and products, offer new features as part of our existing products, offer new products, and increase adoption and usage of our platform and products.
For example, we expect that the number of integrations with our customers’ infrastructure that we will need to support will continue to expand as customers and developers adopt new software solutions, and we may have to develop new integrations to work with those new solutions.
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Enhancements to our existing and new products that we develop may not be introduced in a timely or cost-effective manner, may contain errors or defects, may have interoperability difficulties with our platform or products, or may not achieve the broad market acceptance necessary to generate significant revenue.
−Removed: Further, the use of machine learning and artificial intelligence has become increasingly prevalent in our industry, and, although we intend to continue developing our platform’s machine learning and artificial intelligence capabilities to meet the needs of our customers and partners, we may be unable to accurately or efficiently integrate machine learning and artificial intelligence features or functionalities of the quality or type sought by our customers and partners or offered by our competitors.
+Added: Further, the use of machine learning and AI has become increasingly prevalent in our industry, and, although we intend to continue developing our platform’s machine learning and AI capabilities to meet the needs of our customers and partners, including generative AI and autonomous agents, we may be unable to accurately or efficiently integrate machine learning and AI features or functionalities of the quality or type sought by our customers and partners or offered by our competitors.
These development efforts may also require significant engineering, sales, and marketing resources, all of which could require significant capital and management investment.
−Removed: If we are unable to enhance our platform and product offerings to keep pace with rapid technological and regulatory change, or if new technologies, including machine learning and artificial intelligence solutions, emerge that are able to deliver competitive products at aggressive or alternative prices, more efficiently, more conveniently or more securely than our platform, demand for our platform and product offerings may decline, and our business, financial condition, and results of operations may be adversely affected.
+Added: If we are unable to enhance our platform and product offerings to keep pace with rapid technological and regulatory change, or if new technologies, including machine learning and AI solutions, emerge that are able to deliver competitive products at aggressive or alternative prices, more efficiently, more conveniently or more securely than our platform, demand for our platform and product offerings may decline, and our business, financial condition, and results of operations may be adversely affected.
We depend on our senior management team, and the loss of one or more members of our senior management team or our key employees, or an inability to attract and retain highly skilled employees, could adversely affect our business.
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We rely on our leadership team for research and development, marketing, sales, services, and general and administrative functions, and on mission-critical individual contributors.
−Removed: In particular, we depend on the vision, skills, experience, and effort of our co-founder and Chief Executive Officer, Andrew Bialecki.
+Added: In particular, we depend on the vision, skills, experience, and effort of our co-founder and co-CEO, Andrew Bialecki, and our co-CEO Chano Fernández.
From time to time, our executive management team has changed and may continue to change due to the hiring or departure of executives, which could disrupt our business.
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Our future success also depends, in part, on our ability to continue to attract and retain highly skilled personnel.
−Removed: Competition for this type of personnel is intense, especially for experienced software engineers and senior sales executives.
+Added: Competition for this type of personnel is intense, especially for experienced software engineers, personnel with experience in AI and machine learning, and senior sales executives.
In addition, a portion of our workforce is remote, which adds to the complexity of our business operations.
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If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or we have breached legal obligations, resulting in a diversion of our time and resources.
−Removed: Many of our key personnel are vested in a substantial amount of shares of our Series A common stock, Series B common stock, restricted stock units, and/or stock options.
−Removed: Employees may be more likely to terminate their employment with us if the shares they own or the shares underlying their vested restricted stock units or options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise price of the options or grant date values of the restricted stock units, or, conversely, if the exercise price of the options that they hold are significantly above the trading price of our Series A common stock.
+Added: Many of our key personnel are vested in a substantial amount of shares of our Series A common stock, Series B common stock, restricted stock units (“RSUs”), and/or stock options.
+Added: Employees may be more likely to terminate their employment with us if the shares they own or the shares underlying their vested RSUs or options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise price of the options or grant date values of the RSUs, or, conversely, if the exercise price of the options that they hold are significantly above the trading price of our Series A common stock.
In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment.
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The future success of our business will depend, in part, on our ability to expand our customer base worldwide, and we are continuing to expand our international operations to increase our revenue from customers located outside of the United States as part of our growth strategy.
−Removed: For the years ended December 31, 2024, 2023, and 2022, we derived 37.6%, 36.5% and 35.0% of our revenue, respectively, from customer accounts outside of the United States.
−Removed: We currently have offices in the United Kingdom, Australia, and Ireland, and we expect that we may in the future open additional offices internationally and hire employees to work at these offices in order to grow our business, reach new customers, and gain access to additional technical talent.
+Added: For the years ended December 31, 2025, 2024, and 2023, we derived 39.9%, 37.6%
+Added: and 36.5% of our revenue, respectively, from customer accounts outside of the United States.
+Added: We currently have international offices in the United Kingdom, Australia, Ireland, Singapore, and France and we expect that we may in the future open additional offices internationally and hire employees to work at these offices in order to grow our business, reach new customers, and gain access to additional technical talent.
Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic, and political risks in addition to those we already face in the United States.
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In addition, we will face risks in doing business internationally that could adversely affect our business, including:
−Removed: • changes, which may be unexpected, in a specific country’s or region’s political, economic, or legal and regulatory environment, including public health crises, geopolitical conflicts, terrorist activities, tariffs, trade wars, or long-term environmental risks;
+Added: • changes, which may be unexpected, in a specific country’s or region’s political, economic, or legal and regulatory environment, including public health crises, geopolitical conflicts, terrorist activities, tariffs, trade wars or trade conflicts, or long-term environmental risks;
• the need to adapt and localize our platform for specific countries, and the costs associated with adapting and localizing our platform;
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• burdens of complying with laws and regulations related to privacy and data security, including the European Union General Data Protection Regulation (the “EU GDPR”) and similar laws and regulations in other jurisdictions;
−Removed: • burdens of complying with laws and regulations related to taxation;
+Added: • burdens of complying with laws and regulations related to taxation, including tariffs or the introduction of taxes by foreign countries that target U.S.
+Added: service providers;
• adverse tax burdens, foreign exchange controls, and other regulations that could make it difficult to repatriate earnings and cash.
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• our success in retaining existing customers and attracting new customers;
−Removed: • the timing and success of new capabilities by us or by our competitors or any other change in the competitive landscape of our market;
+Added: • the timing and success of new capabilities, including AI features, by us or by our competitors or any other change in the competitive landscape of our market;
• the amount and timing of operating expenses and capital expenditures, as well as entry into operating leases, that we may incur to maintain and expand our business and operations and remain competitive;
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• public health crises, such as pandemics, epidemics, and outbreaks of infectious diseases;
+Added: • responses by domestic and international markets to tariffs and trade conflicts;
• general economic conditions in either domestic or international markets, including conditions resulting from geopolitical uncertainty and instability.
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Any limitation on the capacity or availability of our third-party hosting provider could impede our ability to onboard new customers or expand the usage of our existing customers, which could adversely affect our business, financial condition, and results of operations.
−Removed: In the event that our service agreements with our third-party hosting provider are terminated or there is a lapse of service, elimination of services or features that we utilize, interruption of internet service provider connectivity or damage to such provider’s facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our cloud solution for deployment on a different cloud infrastructure service provider, which would adversely affect our business, financial condition, and results of operations.
−Removed: Our business depends on our ability to send consumer engagement messages, including emails, SMS, and mobile and web notifications, and any significant disruption in service with our third-party providers or on mobile operating systems could result in a loss of customers or less effective consumer-brand engagement, which could harm our business, financial condition, and results of operations.
+Added: In the event that our service agreements with our third-party hosting provider are terminated or there is a lapse of service, elimination of services or features that we utilize, interruption of internet service provider connectivity or damage to such provider’s facilities, we could experience interruptions in access to our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our cloud solution for deployment on a different cloud infrastructure service provider, which could be technically challenging, time-consuming, and expensive and could adversely affect our business, financial condition, and results of operations.
+Added: Our business depends on our ability to send consumer engagement messages, including emails, text messages and WhatsApp messages, and any significant disruption in service with our third-party providers or on mobile operating systems could result in a loss of customers or less effective consumer-brand engagement, which could harm our business, financial condition, and results of operations.
Our brand, reputation, and ability to attract new customers depend on the reliable performance of our technology infrastructure and content delivery.
−Removed: Our platform engages with consumers through emails, SMS and push notifications, and we in large part depend on third-party services for delivery of such notifications.
−Removed: Any incident broadly affecting the interaction of third-party devices with our platform, including any delays or interruptions in these services that could cause delays to emails, SMS, or mobile and web notifications, could adversely affect our business.
+Added: Our platform engages with consumers through emails, text messages and WhatsApp messages, and we largely depend on third-party services to deliver these consumer engagement messages.
+Added: Any incident broadly affecting the interaction of third-party devices with our platform, including any delays or interruptions in these services that could cause delays to emails, text messages and WhatsApp messages, could adversely affect our business.
Similarly, cybersecurity events could result in a disruption to such third-party’s services, including regulatory investigations, reputational damage, and a loss of sales and customers, which could in turn impact our business.
A prolonged disruption, cybersecurity event or any other negative event affecting a third-party service could lead to customer dissatisfaction and could in turn damage our reputation with current and potential customers, result in a breach under our agreements with our customers, and cause us to lose customers or otherwise harm our business, financial condition, and results of operations.
−Removed: We depend in part on mobile operating systems and their respective infrastructures to send notifications through various applications that utilize our platform.
+Added: We depend in part on mobile operating systems and their respective infrastructures to send consumer engagement messages through various applications that utilize our platform.
As new email, mobile devices, and mobile and web platforms are released, existing email, mobile devices, and platforms may cease to support our platform or effectively roll out updates to our customers’ applications.
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The reliability and continuous availability of our platform is critical to our business.
−Removed: However, software and products in our industry often contain errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced or when new versions or enhancements are released.
+Added: However, software and products in our industry are inherently complex and often contain errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced or when new versions, AI features, or enhancements are released.
Our platform may contain serious errors or real or perceived defects, security vulnerabilities, failures or software bugs that we may be unable to successfully correct in a timely manner or at all, which could result in lost revenue, significant expenditures of capital, a delay or loss in market acceptance of our platform, negative publicity, loss of competitive position, lower customer retention or claims by customers for losses sustained by them and damage to our reputation and brand, any of which could have an adverse effect on our business, financial condition, and results of operations.
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Any failure to offer high-quality technical support services may harm our relationships with our customers, our brand, and our results of operations.
−Removed: Once our products are deployed, our customers depend on our support organization to resolve technical issues relating to our products.
−Removed: We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services.
+Added: Once our products are deployed, our customers depend on our support organization to resolve technical issues relating to our products, which may become more complex as we expand our customer base to include larger enterprise customers.
+Added: We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services, or hire and train sufficient qualified support personnel with the specific domain knowledge and technical expertise required to support our platform.
We may also be unable to modify the format of our support services to compete with changes in support services provided by our competitors.
−Removed: Increased customer demand for these services could increase costs and harm our results of operations.
+Added: Increased customer demand for these services could increase costs, without corresponding increases in revenue, and harm our gross margins and results of operations.
In addition, our sales process is highly dependent on the quality of our products, the reputation of our business, the positive recommendations from our existing customers and through word-of-mouth generally.
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Accordingly, we have invested substantial time and resources in building a team that reflects our culture and core values.
−Removed: As we continue to grow, our operations are likely to become increasingly complex, and we may find it difficult to maintain these important aspects of our culture and core values.
+Added: As we continue to grow and expand internationally, our operations are likely to become increasingly complex, and we may find it difficult to maintain these important aspects of our culture and core values.
Any failure to manage our anticipated growth and organizational changes in a manner that preserves the key aspects of our culture and core values could hurt our ability to recruit and retain personnel and effectively focus on and pursue our corporate objectives.
−Removed: In addition, the growth of our remote workforce may impact our ability to preserve our culture and core values.
Any failure to preserve our culture or core values could negatively affect our future success.
−Removed: Our inability to streamline operations and improve cost efficiencies could result in the contraction of our business and the implementation of additional significant cost cutting measures, including restructuring and reorganization activities which may be disruptive to our operations.
−Removed: We have previously undertaken efforts to streamline our operations and improve cost efficiencies to align with our priorities.
−Removed: For example, in March 2023, we announced a reduction-in-force affecting approximately 8% of our global
−Removed: We may not realize, in full or in part, the anticipated benefits, such as operational improvements and savings, from these efforts due to unforeseen difficulties, delays or unexpected costs.
+Added: We may not realize the anticipated benefits of our efforts to streamline operations and improve cost efficiencies, including restructuring and reorganization activities, which may be disruptive to our operations and could adversely affect our business, results of operations, and financial condition.
+Added: We have previously undertaken, and may in the future undertake, efforts to streamline our operations and improve cost efficiencies to align with our priorities.
+Added: For example, in March 2023, we implemented a reduction-in-force affecting approximately 8% of our global workforce.
+Added: We may not realize, in full or in part, the anticipated benefits, such as operational improvements and savings, from these efforts due to unforeseen difficulties, delays, unexpected costs, or diversion of management attention.
If there are unforeseen expenses associated with these efforts and we incur unanticipated charges or liabilities, or if we are unable to realize the expected operational efficiencies and cost savings, our business, results of operations, and financial condition could be adversely affected.
Furthermore, our workforce reductions may be disruptive to our operations.
−Removed: For example, our workforce reductions could yield unanticipated consequences, such as attrition beyond planned staff reductions, increased difficulties in our day-to-day operations and reduced employee morale or productivity.
+Added: For example, our workforce reductions could yield unanticipated consequences, such as attrition beyond planned staff reductions, increased difficulties in our day-to-day operations, reduced employee morale or productivity, loss of institutional knowledge, and harm to our reputation as an employer.
+Added: We may also face claims, lawsuits, or regulatory scrutiny related to these actions, particularly in jurisdictions with complex labor laws.
We may also discover that the reductions in workforce and cost cutting measures will make it difficult for us to pursue new opportunities and initiatives and require us to hire qualified replacement personnel, which may require us to incur additional and unanticipated costs and expenses.
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Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our results of operations.
−Removed: Accounting principles generally accepted in the United States (“GAAP”) and related accounting pronouncements, implementation guidelines, and interpretations we apply to a wide range of matters that are or could be relevant to our business, such as accounting for long-lived asset impairment, goodwill, variable interest entities, and stock-based compensation, are complex and involve subjective assumptions, estimates, and judgments by our management.
−Removed: Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgements by our management could significantly change or add significant volatility to our reported or expected financial performance.
+Added: Accounting principles generally accepted in the United States (“GAAP”) and related accounting pronouncements, implementation guidelines, and interpretations we apply to a wide range of matters that are or could be relevant to our business, such as accounting for revenue recognition, costs associated with internal-use software, business combinations, long-lived asset impairment, goodwill, variable interest entities, and stock-based compensation, are complex and involve subjective assumptions, estimates, and judgments by our management.
+Added: Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly change or add significant volatility to our reported or expected financial performance.
New accounting pronouncements and varying interpretations of accounting pronouncements have occurred in the past, and may occur in the future.
−Removed: Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.
+Added: Changes to existing rules or evolving interpretations or the questioning of current practices by regulatory bodies may adversely affect our reported financial results or the way we conduct our business, and identifying and implementing such changes could require us to make significant changes to our financial management systems, internal controls, and processes, which could be costly and time-consuming.
In addition, if we were to change our critical accounting estimates, including those related to the recognition of subscription revenue and other revenue sources or the period of benefit for deferred contract acquisition costs, our results of operations could be significantly affected.
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The preparation of our financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes.
−Removed: We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources.
+Added: We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances;
+Added: however, by their nature, these estimates and assumptions are subject to an inherent degree of uncertainty and actual results could differ significantly from our estimates.
+Added: The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources.
Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Series A common stock.
−Removed: Significant judgments, estimates, and assumptions used in preparing our consolidated financial statements include, or may in the future include, those related to revenue recognition, stock-based compensation expense, business combinations, and tax sharing liability.
−Removed: We track certain operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and materially adversely affect our stock price, business, results of operations, and financial condition.
−Removed: We track certain operational metrics, including metrics such as KAV and NRR, which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on which we rely.
−Removed: Our internal systems and tools are subject to a number of limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose.
+Added: Significant judgments, estimates, and assumptions used in preparing our consolidated financial statements include, or may in the future include, those related to revenue recognition, capitalization of internal-use software costs, stock-based compensation expense, business combinations, and tax sharing liability.
+Added: We track and disclose certain operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and materially adversely affect our stock price, business, results of operations, and financial condition.
+Added: We track and disclose certain operational metrics, including metrics such as KAV and NRR, which are calculated using internal data and tools that are not independently verified by any third party and may differ from estimates or similar metrics published by third parties or other companies due to differences in sources, methodologies, or the assumptions on which we rely, and therefore may not be comparable to similarly titled metrics used by other companies.
+Added: Our internal systems and tools are subject to a number of limitations, and our methodologies for tracking these metrics may change over
+Added: time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose.
If the internal systems and tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we report may not be accurate.
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The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and effective internal control over financial reporting.
−Removed: We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers.
−Removed: We are also continuing to improve our internal control over financial reporting.
+Added: We continue to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers.
+Added: We also continue to improve our internal control over financial reporting.
In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.
Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business.
+Added: In addition, internal control over financial reporting is subject to inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud.
+Added: Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.
Further, weaknesses in our disclosure controls and internal control over financial reporting have been discovered in the past and may be discovered in the future.
+Added: We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future.
Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods.
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In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the New York Stock Exchange.
−Removed: We are required to comply with the SEC rules implementing Section 404 of the Sarbanes-Oxley Act and must provide an annual management report on the
−Removed: effectiveness of our internal control over financial reporting.
+Added: We are required to comply with the SEC rules implementing Section 404 of the Sarbanes-Oxley Act and must provide an annual management report on the effectiveness of our internal control over financial reporting.
In addition, our independent registered public accounting firm is required to formally attest to the effectiveness of our internal control over financial reporting.
−Removed: Our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating.
+Added: Our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal
+Added: control over financial reporting is documented, designed, or operating.
Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business, results of operations, and financial condition, and could cause a decline in the trading price of our Series A common stock.
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federal, state, and local and non-U.S.
−Removed: taxation are constantly under review by persons involved in the legislative process, the Internal Revenue Service, the U.S.
+Added: taxation are constantly under review by legislative bodies, the Internal Revenue Service, the U.S.
Treasury Department, and other taxing authorities.
+Added: For example, on July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law.
+Added: Key tax provisions include the restoration of 100% bonus depreciation for certain qualified property, immediate expensing for domestic research and experimental expenditures and modifications to international tax provisions.
Changes to tax laws or tax rulings, or changes in interpretations of existing laws (which changes may have retroactive application), could adversely affect us or holders of our Series A common stock.
−Removed: These changes could subject us to additional income-based taxes and non-income taxes (such as payroll, sales, use, value-added, digital, net worth, property, and goods and services taxes), which in turn could materially affect our financial position and results of operations.
+Added: These changes could subject us to additional income-based taxes and non-income taxes (such as payroll, sales, use, value-added, digital services, net worth, property, and goods and services taxes), which in turn could materially affect our financial position and results of operations.
Additionally, new, changed, modified, or newly interpreted or applied tax laws could increase our customers’ and our compliance, operating, and other costs, as well as the costs of our products.
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taxation of such activities may increase our effective tax rate and harm our business, financial condition, and results of operations.
−Removed: For example, many countries are actively considering or have proposed or enacted changes to their tax laws based on the model rules adopted by The Organisation for Economic Co-operation and Development (“OECD”) defining a 15% global minimum tax (commonly referred to as Pillar Two) that could increase our tax obligations in countries where we do business or cause us to change the way we operate our business.
+Added: For example, many countries are actively considering or have proposed or enacted changes to their tax laws based on the model rules adopted by The Organisation for Economic Co-operation and Development (“OECD”) defining a 15% global minimum tax (commonly referred to as Pillar Two), which could increase our tax obligations in countries where we do business or cause us to change the way we operate our business.
Our international operations and structure subject us to potentially adverse tax consequences.
−Removed: We currently conduct our operations in the United Kingdom, Australia, and Ireland through subsidiaries.
+Added: We currently conduct our operations in the United Kingdom, Australia, Ireland, and other jurisdictions through subsidiaries.
Our intercompany arrangements with those subsidiaries are subject to complex transfer pricing regulations administered by taxing authorities in those jurisdictions, and these taxing authorities may challenge our methodologies for our determinations as to the value of assets sold or acquired or income and expenses attributable to specific jurisdictions.
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federal tax purposes is subject to limitation and risk that could further limit our ability to utilize our net operating losses.
−Removed: As of December 31, 2024 , we had approximately $304.1 million of federal net operating losses (“NOLs”), which have an indefinite life.
+Added: As of December 31, 2025 , we had approximately $1.0 billion of federal net operating losses (“NOLs”), which have an indefinite life.
As of December 31, 2025, we had approximately $618.5 million of state NOLs.
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NOLs generated prior to December 31, 2017, however, have a 20-year carryforward period, but are not subject to the 80% limitation.
−Removed: federal income tax law, a corporation’s ability to utilize its NOLs to offset future taxable income may be significantly limited if it experiences an “ownership change” as defined in Section 382 of the Internal Revenue Code, as amended (the “Code”).
+Added: Due to certain executive option exercises as well as tax legislation impacts from the OBBBA, we anticipate NOLs to increase in the future.
+Added: federal income tax law, a corporation’s ability to utilize its NOLs to offset future taxable income may be significantly limited if it experiences an “ownership change” as defined in Section 382 of the Internal Revenue Code, as amended.
In general, an ownership change will occur if there is a cumulative change in a corporation’s ownership by “5 percent shareholders” that exceeds 50 percentage points over a rolling three-year period, including changes in ownership arising from new issuances of stock.
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Additional financing may not be available on terms favorable to us, if at all.
−Removed: If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, financial condition, and results of operations.
+Added: There has recently been volatility in and disruptions to the global economy, including the equity and debt financial markets.
+Added: Such volatility and economic downturns in general, or volatility in our stock price specifically, could limit our access to capital markets and increase our borrowing costs.
+Added: If adequate funds
+Added: are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, financial condition, and results of operations.
Partnerships, strategic investments, alliances or acquisitions could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our business, financial condition, and results of operations.
We have in the past and may in the future seek to enter into joint ventures, or acquire or invest in new businesses, products, platform capabilities or technologies that we believe could complement our products or expand our platform capabilities, enhance our technical capabilities, or otherwise offer growth opportunities.
−Removed: For example, in October 2022, we acquired Napkin.io, a platform that provides developers an easy and secure way to write and deploy code.
−Removed: We may not be able to find and identify desirable joint ventures, acquisition targets or business opportunities or be successful in entering into an agreement with any particular potential strategic partner.
+Added: For example, in October 2022, we acquired Napkin.io, a platform that provides developers an easy and secure way to write and deploy code, and in August 2025, we acquired Gatsby, a social automation product that helps brands convert engagement over social channels into owned customer relationships.
+Added: In the future, we may not be able to find and identify desirable joint ventures, acquisition targets or business opportunities or be successful in entering into an agreement with any particular potential strategic partner.
Additionally, any such venture, acquisition or investment may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures.
−Removed: In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products and platform capabilities, personnel or operations of any acquired companies, particularly if the key personnel of an acquired company choose not to work for us, their software is not easily adapted to work with our platform or our products, or if we have difficulty retaining the customers of any acquired business due to changes in ownership, management or otherwise.
+Added: We may also inherit liabilities or obligations of acquired companies that we are unable to successfully mitigate, including issues related to intellectual property, data privacy, tax, or regulatory compliance, which may not be discovered during our due diligence.
+Added: In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products and platform capabilities, personnel or operations of any acquired companies, particularly if the key personnel of an acquired company choose not to work for us, their software is not easily adapted to work with our platform or our products, or if we experience difficulties in integrating their financial reporting and internal controls, or if we have difficulty retaining the customers of any acquired business due to changes in ownership, management or otherwise.
+Added: Cultural challenges associated with integrating employees from acquired companies may also result in the loss of key personnel or decreased productivity.
These transactions may also disrupt our business, divert our resources, and require significant management attention that would otherwise be available for the development of our existing business.
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Any future litigation against us could be costly and time-consuming to defend.
−Removed: We have been and may from time to time in the future be subject to litigation and legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes or employment claims made by our current or former employees.
−Removed: Litigation might result in substantial costs and may divert management’s attention and resources, which might seriously harm our business, financial condition, and results of operations.
+Added: We have been and may from time to time in the future be subject to litigation and legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes, securities class actions, cybersecurity or data privacy claims, intellectual property disputes, regulatory investigations, or employment claims made by our current or former employees.
+Added: Litigation might result in substantial costs, negative publicity, or injunctive relief that requires us to change our business practices or product offerings, and may divert management’s attention and resources, which might seriously harm our business, financial condition, and results of operations.
We evaluate these litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses.
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As a result, actual outcomes or losses could differ materially from those envisioned by our current assessments and estimates.
−Removed: In addition, insurance might not cover those claims, provide sufficient payments to cover all the costs to resolve one or more such claims or continue to be available on terms acceptable to us.
−Removed: A claim brought against us that is uninsured or underinsured could result in unanticipated costs, and our business, financial condition, and results of operations may be adversely affected.
+Added: In addition, insurance might not cover those claims, provide sufficient payments to cover all the costs to resolve one or more such claims or continue to be available on terms acceptable to us (including premium increases or the imposition of large deductible or co-insurance requirements).
+Added: brought against us that is uninsured or underinsured could result in unanticipated costs, and our business, financial condition, and results of operations may be adversely affected.
Additionally, members of our board of directors or management team who have experience as board members, officers, executives or employees of other companies have been, are currently, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise.
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Bribery Act, and other anti-corruption, anti-bribery, and anti-money laundering laws in countries where we conduct activities.
−Removed: Anti-corruption and anti-bribery laws have been interpreted broadly and enforced aggressively in recent years, and prohibit companies and their employees and agents from promising, authorizing, making, or offering improper payments or other benefits to government officials and others in the private sector to influence official action, direct business to any person, gain any improper advantage, or obtain or retain business.
+Added: Anti-corruption and anti-bribery laws have been interpreted broadly and enforced aggressively in recent years, and prohibit companies and their employees and agents from promising, authorizing, making, or offering improper payments or other benefits to government officials and others in the private sector to influence official action, obtain necessary permits, licenses, and other regulatory approvals, direct business to any person, gain any improper advantage, or obtain or retain business.
As we increase our international sales and business, our risks under these laws may increase.
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Any violation of the FCPA, other applicable anti-corruption laws, or anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, prosecutions, loss of export privileges, suspension or debarment from U.S.
−Removed: government contracts, substantial diversion of management’s attention, significant legal fees and fines, settlements, damages, severe criminal or civil sanctions, penalties or injunctions against us, our officers or our employees, disgorgement of profits, and other sanctions, enforcement actions and remedial measures, and prohibitions on the conduct of our business, any of which could have a materially adverse effect on our reputation, business, trading price, results of operations, financial condition, and prospects.
+Added: government contracts, substantial diversion of management’s attention, significant legal fees and fines, settlements, damages, severe criminal or civil sanctions, penalties, injunctions, or collateral consequences against us, our officers or our employees, disgorgement of profits, and other sanctions, enforcement actions and remedial measures, and prohibitions on the conduct of our business,
+Added: any of which could have a materially adverse effect on our reputation, business, trading price, results of operations, financial condition, and prospects.
The effects of a pandemic, epidemic, outbreak of an infectious disease or other public health crises may materially affect how we and our partners and customers are operating our businesses, and the duration and extent of these kinds of events may impact our future results of operations and overall financial performance.
Our business could be adversely affected by health crises in regions where we operate or otherwise do business.
−Removed: For example, the policies and regulations implemented in response to the outbreak of the novel coronavirus disease
−Removed: (“COVID-19”) had a significant impact, both directly and indirectly, on businesses and commerce.
+Added: For example, the policies and regulations implemented in response to the outbreak of the novel coronavirus disease had a significant impact, both directly and indirectly, on businesses and commerce.
Future global health concerns could also result in social, political, economic, and labor instability in the countries in which we or the third parties with whom we engage operate.
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As “processors” or “service providers” we may be contractually liable to our customers if we fail to meet the terms of our data processing agreements.
−Removed: In addition, we may be subject to investigation or administrative fines from supervisory authorities or subject to individual claims that we failed to comply with the requirements of applicable privacy and data protection law or that we acted without or against the data controller’s lawful instructions.
−Removed: While we generally act as a “processor” or “service provider” in connection with our provision of services to our customers, we also act as “controller” or “business” in certain instances (such as, for instance, in connection with our processing of data concerning our own employees and contractors, the employees and representatives of our customers and in connection with our direct marketing activities).
+Added: In addition, we may be subject to investigation or administrative fines from supervisory authorities or subject to individual claims that we failed to comply with the requirements of applicable privacy and data protection law or that we acted without or against the data
+Added: controller’s lawful instructions.
+Added: While we generally act as a “processor” or “service provider” in connection with our provision of services to our customers, we may be deemed a “controller” or “business” in certain instances by regulators or under evolving laws, which would increase our compliance burdens and liability (such as, for instance, in connection with our processing of data concerning our own employees and contractors, the employees and representatives of our customers and in connection with our direct business activities).
In connection with our activities undertaken in connection with our role as a “controller” or “business,” we are subject to more onerous obligations, the violation of which could cause us to be subject to fines, penalties, judgments, and other losses.
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However, these obligations may be interpreted and applied in new ways and/or in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.
−Removed: If we are unable to comply with law, policy or contractual obligations related to privacy and/or the processing of any personal information, we may be subject to lawsuits or governmental investigations, each of which could result in fines, penalties, settlements, judgments or other losses.
−Removed: Any failure or perceived failure by us to comply with our privacy-related policies and/or obligations to customers, respondents, users or other third parties, our data disclosure and consent obligations or our privacy or security-related legal obligations, or any compromise of security that results in the unauthorized disclosure, transfer or use of personal or other information, which may include personally identifiable information or other data, may result in governmental enforcement actions, litigation or public statements critical of us by consumer advocacy groups, competitors, the media or others and could cause our users to lose trust in us, which could have an adverse effect on our business.
+Added: If we are unable to comply with law, policy or contractual obligations related to privacy and/or the processing of any personal information, we may be subject to lawsuits, class actions, mass arbitration demands, or governmental investigations, each of which could result in fines, penalties, settlements, judgments, injunctions, orders to destroy or not use personal information or AI models, or other losses.
+Added: Any actual or perceived failure by us to comply with our privacy-related policies and/or obligations to customers, respondents, users or other third parties, our data disclosure and consent obligations or our privacy or security-related legal obligations, or any compromise of security that results in the unauthorized disclosure, transfer or use of personal or other information, which may include personally identifiable information or other data, may result in governmental enforcement actions, litigation or public statements critical of us by consumer advocacy groups, competitors, the media or others and could cause our users to lose trust in us, which could have an adverse effect on our business.
If we or our third-party service providers experience a cybersecurity incident or data breach or unauthorized parties otherwise obtain access to our customers’ data, our data, or our platform, our platform or our products may be perceived as not being secure, our reputation may be harmed, demand for our platform and products may be reduced, and we may incur significant liabilities.
Use of our platform involves the storage, transmission, and processing of our customers’ proprietary data, including personal or identifying information of their customers or employees.
−Removed: Unauthorized disclosure of or access to or cybersecurity incidents, data breaches or other compromises of our platform could result in the loss of data, loss of business, severe reputational damage adversely affecting customer or investor confidence, damage to our brand, diversion of management’s attention, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, including regulatory fines, and significant costs for remediation that may include liability for stolen assets or information and repair of system damage that may have been caused, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach, and other liabilities.
+Added: Unauthorized disclosure of or access to or cybersecurity incidents, data breaches or other compromises of our platform could result in the loss of data, loss of business, severe reputational damage adversely affecting customer or investor confidence, damage to our brand, diversion of management’s attention, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, including regulatory fines, and significant costs for remediation that may include liability for stolen assets or information, ransom or extortion payments, and repair of system damage that may have been caused, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach, and other liabilities.
We have incurred and expect to continue to incur significant expenses to prevent cybersecurity incidents, data breaches and other compromises, including deploying additional personnel and protection technologies, training employees, and engaging third-party experts and consultants.
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Cyberattacks, denial-of-service attacks, ransomware attacks, business email compromises, account compromises, computer malware, viruses, and social engineering (including phishing attacks) are prevalent in our industry and our customers’ industries.
−Removed: In addition, we may experience cyberattacks, unavailable systems, unauthorized access to systems or data or disclosure due to wrongful conduct by insider employees or vendors, denial-of-service attacks, attacks from sophisticated nation-state and nation-state supported actors, and advanced persistent threat intrusions.
−Removed: Electronic security attacks designed to gain access to personal, sensitive, or confidential data are constantly evolving, and such attacks continue to grow in sophistication.
+Added: In addition, we may experience cyberattacks, unavailable systems, unauthorized access to systems or data or disclosure due to wrongful conduct by insider employees or vendors, denial-of-service attacks, attacks from sophisticated nation-state and nation-state supported actors, attacks enhanced or facilitated by AI, and advanced persistent threat intrusions.
+Added: Electronic security attacks designed to gain access to personal, sensitive, or confidential data are
+Added: constantly evolving, and such attacks continue to grow in sophistication.
+Added: Attempts to disrupt or gain unauthorized access to our and our third-party service providers’ information systems from malicious third parties or insider threats may incorporate widely varying and frequently changing tactics, which may be enhanced or facilitated by AI.
While we believe we have taken reasonable steps to protect our data, the techniques used to sabotage or to obtain unauthorized access to our platform, systems, networks, or physical facilities in which data is stored or through which data is transmitted change frequently, and we may be unable to implement adequate preventative measures or stop cybersecurity incidents, data breaches or other compromises while they are occurring.
Like many other companies in our industry, we and our third-party vendors have previously been, and may in the future become, the target and victim of cyberattacks by third parties seeking unauthorized access to our or our customers’ data or accounts or to disrupt our operations or ability to sell our products.
−Removed: Specifically, in July 2022, we were the victim of an attack whereby an unauthorized third-party compromised an employee’s credentials and gained access to our internal systems, including email as well as some of our internal support tools, and, as a result, accessed certain information, including name, email
−Removed: address, and phone number, for a subset of our customers.
+Added: Specifically, in July 2022, we were the victim of an attack whereby an unauthorized third-party compromised an employee’s credentials and gained access to our internal systems, including email as well as some of our internal support tools, and, as a result, accessed certain information, including name, email address, and phone number, for a subset of our customers.
Additionally, in October 2024, an unauthorized third-party gained access to company source code, as well as other system and application credentials.
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Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security incidents or data breaches involving certain types of data.
+Added: Determining whether a cybersecurity incident is notifiable or reportable may not be straightforward, and we may voluntarily choose to provide notifications even when not legally required, increasing our costs and reputational exposure.
In addition, our agreements with certain customers may require us to notify them in the event of a cybersecurity incident or compromise or data breach.
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If we or our third-party service providers suffer, or are perceived to have suffered, a data breach or other cybersecurity incident, we may experience a loss of customer confidence in the security of our platform and damage to our brand, reduced demand for our products and disruption of normal business operations.
−Removed: Such a circumstance may also require us to spend material resources to investigate, remediate or correct the issue and prevent recurrence, notify regulators, and affected stakeholders, expose us to legal liabilities, including litigation, regulatory enforcement, indemnity obligations, fines, and penalties, and adversely affect our business, financial condition, and results of operations.
+Added: Such a circumstance may also require us to spend material resources to investigate, remediate or correct the issue and prevent recurrence, notify regulators, and affected stakeholders, expose us to legal liabilities, including class action lawsuits and mass arbitration demands, litigation, regulatory enforcement, indemnity obligations, fines, penalties, and bans on processing personal information, and
+Added: adversely affect our business, financial condition, and results of operations.
These risks are likely to increase as we continue to grow and process, store, and transmit increasingly large amounts of data.
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As a result, we could be subject to legal action or our customers could end their relationships with us.
−Removed: Because data security is a critical competitive factor in our industry, we make numerous statements in our customer contracts, privacy policies, terms of service, and marketing materials, providing assurances about the security of our platform including detailed descriptions of security measures we employ.
−Removed: Should any of these statements be untrue or become untrue, even in circumstances beyond our reasonable control, we may face claims of misrepresentation or deceptiveness by the Federal Trade Commission (the “FTC”), state, federal, and foreign regulators, and private litigants.
−Removed: We enter into agreements with our customers regarding our collection, processing, use, and disclosure of personal information in relation to the products we sell to them.
−Removed: Although we endeavor to comply with these agreements, we may at times fail to do so or may be perceived to have failed to do so, including due to the errors or omissions of our personnel and third-party service providers.
+Added: Because data security is a critical competitive factor in our industry, we make numerous statements in our customer contracts, privacy policies, terms of service, security certifications, industry standards, and marketing materials, providing assurances about the security of our platform including detailed descriptions of security measures we employ.
+Added: Should any of these statements be untrue or become untrue, or be perceived to be untrue, even in circumstances beyond our reasonable control, we may face claims of misrepresentation, unfair business practices, or deceptiveness by the Federal Trade Commission (the “FTC”), state attorneys general, state, federal, and foreign regulators, and private litigants.
+Added: We enter into agreements with our customers regarding our collection, processing, use, and disclosure of personal, confidential, or sensitive information in relation to the products we sell to them.
+Added: Although we endeavor to comply with these agreements and our security policies, we may at times fail to do so or may be perceived to have failed to do so, including due to the errors or omissions of our personnel, third-party service providers, or customers.
If we fail to detect or remediate a cybersecurity incident, data breach or other compromise in a timely manner, or a cybersecurity incident, data breach or other compromise otherwise affects a large amount of data of one or more customers, or if we suffer a cyberattack that impacts our ability to operate our platform, we may suffer damage to our reputation and our brand, and our business, financial condition and results of operations may be materially adversely affected.
Our risks are likely to increase as we continue to expand our platform, grow our customer base, and process, store, and transmit increasingly large amounts of proprietary and sensitive data.
−Removed: Even if we eventually prevail in any such dispute, resolving them could be expensive and time-consuming to defend and could result in adverse publicity and reputational harm that could adversely affect our business, financial condition, and results of operations.
+Added: Even if we eventually prevail in any such dispute, resolving them could be expensive and time-consuming to defend and could result in adverse publicity, indemnity obligations, regulatory fines, and reputational harm that could adversely affect our business, financial condition, and results of operations.
We are subject to stringent and changing laws and regulations related to privacy, data security, and data protection.
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Increasingly, laws that regulate data processing activities are extra-territorial in their scope of application.
−Removed: The global nature of our customer base renders us particularly exposed to being subject to a wide range of such laws and the varying, potentially conflicting compliance obligations they impose on our business.
+Added: The global nature of our customer base renders us particularly exposed to a wide range of such laws and their varying, potentially conflicting compliance obligations.
State legislatures also have been adopting new privacy laws or amending existing laws with increasing frequency, requiring attention to frequently changing regulatory requirements, and we expect that this trend will continue.
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These comprehensive privacy laws have entered into force in many states, and several more will be entering into force in the coming years.
−Removed: Such proposed legislation, if enacted, may add additional complexity, variation in requirements, restrictions, and potential legal risk,
−Removed: require additional investment of resources in compliance programs, impact strategies, and the availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.
+Added: Such proposed legislation, if enacted, may add additional complexity, variation in requirements, restrictions, and potential legal risk, require additional investment of resources in compliance programs, impact strategies, and the availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.
The existence of comprehensive privacy laws in different states in the country makes our compliance obligations more complex and costly and may increase the likelihood that we may be subject to enforcement actions or otherwise incur liability for noncompliance.
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or (b) offering goods or services to or monitoring the behavior of individuals within the United Kingdom/European Economic Area, and imposes strict obligations regarding personal data processing activities.
−Removed: The GDPR also imposes restrictions in relation to the international transfer of personal data.
−Removed: For example, in order to transfer data outside of the European Economic Area or the United Kingdom to a non-adequate country, including the United States in certain circumstances, the GDPR requires us to enter into an appropriate transfer mechanism and may require us to take additional steps to ensure an essentially equivalent level of data protection, including carrying out a transfer impact assessment to assess whether the recipient is subject to local laws which allow a public authority access to personal data and assisting controllers with such assessments if we act as processors of personal data.
+Added: The GDPR is wide-ranging in scope and imposes numerous requirements on companies that process personal data, including requirements relating to having a legal basis or condition for processing personal data, stricter requirements relating to the processing of sensitive data, obtaining consent of the individuals to whom the personal data relates, providing information to individuals regarding data processing activities, implementing safeguards to protect the security and confidentiality of personal data, providing notification of data breaches, requiring data protection impact assessments for high risk processing and taking certain measures when engaging third-party processors.
+Added: In order to transfer data outside of the European Economic Area or the United Kingdom to a non-adequate country, including the United States in certain circumstances, the GDPR requires us to enter into an appropriate transfer mechanism and may require us to take additional steps to ensure an essentially equivalent level of data protection, including carrying
+Added: out a transfer impact assessment to assess whether the recipient is subject to local laws which allow a public authority access to personal data and assisting controllers with such assessments if we act as processors of personal data.
These transfer mechanisms are subject to change, and implementing new or revised transfer mechanisms or ensuring an essentially equivalent protection may involve additional expense and potentially increased compliance risk.
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There may be further divergence in the future, including with regard to application, interpretation, enforcement and administrative burdens.
−Removed: For example, the United Kingdom introduced the Data Reform Bill into the United Kingdom legislative process, which failed.
−Removed: A new Data Use and Access Bill (the “UK Bill”) has been introduced into parliament.
−Removed: If passed, the final version of the UK Bill may have the effect of further altering the similarities between the United Kingdom and European Economic Area data protection regimes and threaten the United Kingdom’s adequacy decision from the European Commission.
−Removed: This may lead to additional compliance costs and could increase our overall risk exposure.
−Removed: clarity on future United Kingdom laws and regulations and their interaction with those of the European Economic Area could add legal risk, uncertainty, complexity, and cost to our handling of European personal data and our privacy and security compliance programs.
−Removed: We may no longer be able to take a unified approach across the European Union and the United Kingdom, and we will need to amend our processes and procedures to align with the new framework.
+Added: For example, the Data (Use and Access) Act 2025 (the “UK Act”), which supplements the UK GDPR, has recently come into force and introduces certain provisions that diverge from the EU GDPR.
+Added: The European Commission has renewed the EU-UK adequacy decision for another six years after considering the entry into force of the UK Act, meaning the United Kingdom’s data protection framework is still considered to provide “essentially equivalent” safeguards to the EU GDPR.
+Added: While this renewal reduces immediate adequacy concerns, future divergence remains a possibility.
+Added: The UK Act may have the effect of further altering the similarities between the United Kingdom and European Economic Area data protection regimes and threaten the United Kingdom’s adequacy decision from the European Commission.
+Added: Further divergence between the EU GDPR and UK GDPR could add legal risk, uncertainty, complexity, and cost to our handling of European personal data and our privacy and security compliance programs.
+Added: We may no longer be able to take a unified approach across the EU and the United Kingdom, and we will need to amend our processes and procedures to align with such divergence.
In addition, European Economic Area Member States have adopted national laws to implement the EU GDPR that may partially deviate from the EU GDPR and competent authorities in the Member States may interpret the EU GDPR obligations slightly differently from country to country.
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These requirements may increase our exposure to regulatory enforcement actions, increase our compliance costs and reduce demand for our platform.
−Removed: A new regulation proposed in the EU, which would apply across the European Economic Area, known as the ePrivacy Regulation, may further restrict the use of cookies and other online tracking technologies on which our platform relies, as well as increase restrictions on the types of direct marketing campaigns that our platform enables.
−Removed: It is unclear whether and/or when the draft ePrivacy Regulation will enter into force.
In Canada, our collection, use, disclosure, and management of personal information must comply with both federal and provincial privacy laws, which impose separate requirements, but may overlap in some instances.
−Removed: The federal Personal Information Protection and Electronic Documents Act (“PIPEDA”) and various provincial laws impose strict requirements on companies that handle personal information.
−Removed: Notably, Québec’s Act respecting the protection of personal information in the private sector (the “Private Sector Act”) was recently amended by Bill 64, which introduced major amendments to the Private Sector Act, notably, to impose significant and stringent new obligations on Québec businesses while increasing the powers of Québec’s supervisory authority.
+Added: The federal Personal Information Protection and Electronic Documents Act and various provincial laws impose strict requirements on companies that handle personal information.
+Added: Notably, Québec’s Act respecting the protection of personal information in the private sector was amended by Law 25 (formerly Bill 64), imposing significant and stringent obligations on businesses operating in Québec and increasing the powers of Québec’s supervisory authority.
We may incur additional costs and expenses related to compliance with these laws and may incur significant liability if we are not able to comply with existing and emerging legal requirements in Canada.
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Creating jurisdiction-specific approaches requires significant time and resources and the associated complexity increases the risk of potential non-compliance.
−Removed: In addition, such requirements may require us to
−Removed: modify our data processing practices and policies, utilize management’s time and/or divert resources from other initiatives and projects.
+Added: In addition, such requirements may require us to modify our data processing practices and policies, utilize management’s time and/or divert resources from other initiatives and projects.
Our customers may implement compliance measures that do not align with our platform and products, which could limit the scope and type of platform and products we are able to provide.
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If so, in addition to the possibility of fines, lawsuits, and other claims, we could be required to fundamentally change our business activities and practices or modify our software, which we may be unable to do in a commercially reasonable manner or at all, and which could have an adverse effect on our business.
−Removed: Any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy or data protection laws, rules, regulations, and other obligations, could result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business, financial condition, results of operations and prospects.
−Removed: Existing federal, state, and foreign laws regulate the senders of commercial emails and text messages and changes in privacy laws could adversely affect our ability to provide our products and could impact our results from operations or result in costs and fines.
−Removed: Our business offerings rely heavily on a variety of direct marketing techniques, including email marketing and marketing conducted via SMS.
+Added: Any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy or data protection laws, rules, regulations, and other obligations, could result in additional cost and
+Added: liability to us, damage our reputation, inhibit sales, and adversely affect our business, financial condition, results of operations and prospects.
+Added: We are subject to new and evolving data processing and interoperability regulations, which may increase our compliance obligations and operational complexity.
+Added: In addition to privacy and data protection laws such as the GDPR, we are subject to emerging regulatory frameworks in the EU that govern broader aspects of personal and non-personal data use, access, and portability.
+Added: Notably, Regulation (EU) 2023/2854 (the “EU Data Act”), which entered into force across the EU on September 12, 2025, introduces obligations for providers of cloud, edge, infrastructure and software-based data processing services.
+Added: These include prescriptive requirements relating to a mandatory right for customers to switch between providers offering the same type of service, data portability, functional equivalence, interoperability, and enhanced contractual transparency.
+Added: The EU Data Act applies extraterritorially and may require us to make changes to our customer agreements or technical processes when offering services to customers in the EU.
+Added: Contractual requirements under the EU Data Act may also affect our ability to enforce minimum commitment periods, early termination penalties, or other commercial arrangements designed to reduce churn or secure predictable recurring revenue.
+Added: As a result, we may be required to revise our customer contracts and pricing models, and implement new switching procedures.
+Added: Non-compliance may result in enforcement action, reputational damage, or increased legal risk.
+Added: Federal, state, and foreign laws that regulate the senders of commercial emails and text messages could adversely affect our ability to provide our products and impact our results from operations or result in costs and fines.
+Added: Our business offerings rely heavily on a variety of direct marketing techniques, including email marketing and marketing conducted via text message.
These activities are regulated by legislation such as CAN-SPAM and the TCPA as well as state laws regulating marketing via telecommunication services.
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The ability of our customers’ message recipients to opt out of receiving commercial emails may minimize the effectiveness of the email components of our platform.
−Removed: addition, certain states, and foreign jurisdictions, such as Australia, Canada, the United Kingdom, and the European Union, have enacted laws that regulate sending email, and some of these laws are more restrictive than U.S.
+Added: In addition, certain states, and foreign jurisdictions, such as Australia, Canada, the United Kingdom, and the EU, have enacted laws that regulate sending email, and some of these laws are more restrictive than U.S.
For example, some foreign laws prohibit sending unsolicited email unless the recipient has provided the sender advance consent to receipt of such email, or in other words has “opted-in” to receiving it.
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Class action suits are the most common method for private enforcement.
−Removed: Our SMS texting product is a potential source of risk for class-action lawsuits and liability for our company.
−Removed: Numerous class-action suits under federal and state laws have been filed in recent years against companies who conduct call and SMS texting programs, with many resulting in multi-million-dollar settlements to the plaintiffs.
−Removed: While we strive to adhere to strict policies and procedures, the FCC, as the agency that implements and enforces the TCPA, may determine that our efforts to address the TCPA are insufficient and may subject us to penalties and other consequences for noncompliance.
+Added: Our text messaging product is a potential source of risk for class-action lawsuits and liability for our company.
+Added: Numerous class-action suits under federal and state laws have been filed in recent years against companies who conduct call and text messaging programs, with many resulting in multi-million-dollar settlements to the plaintiffs.
+Added: While we strive to adhere to strict policies and procedures, the FCC, as the agency that implements and enforces the TCPA, may determine that our efforts to address the TCPA are insufficient and may subject us to penalties and other consequences
+Added: for noncompliance.
Determination by a court or regulatory agency that our platform or our products violate the TCPA could subject us to civil penalties, could invalidate all or portions of some of our client contracts, could require us to change or terminate some portions of our business, could require us to refund portions of our service fees, and could have an adverse effect on our business.
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Further, some states have enacted laws similar to, or broader than, the TCPA, which may be an additional source of potential claims or liability.
−Removed: In particular, Florida, Washington, and Oklahoma have enacted statutes that impose broader obligations than the TCPA upon companies that rely upon telephone calls or text messages for commercial communications.
−Removed: states may pass similar laws in the future, and our ability to conduct our services via telephone or text message may be further limited or expose us to currently unforeseen liability.
+Added: These laws may impose broader obligations than the TCPA upon companies that use telephone calls or text messages for commercial communications.
+Added: Additional U.S.
+Added: states, such as Michigan, have proposed legislation that will further regulate commercial telephone marketing, and other states may adopt similar laws, which could further limit our customers’ ability to use our services or expose us to currently unforeseen liability.
In addition, any future restrictions in laws such as CAN-SPAM, the TCPA, and various United States state laws, or new federal laws regarding marketing and solicitation or international data protection laws that govern these activities could adversely affect the continuing effectiveness of our marketing efforts and could force changes in our marketing strategies.
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Our cloud-based platform holds various security certifications from industry organizations, designed to meet, in all material respects, the International Organization for Standardization 27001 (“ISO 27001”) standards.
−Removed: Governments and industry organizations may also adopt new laws, regulations or requirements, or make changes to existing laws or regulations, that could impact the demand for, or value of, our applications.
−Removed: If we fail to maintain our current security certifications and/or to continue to meet security standards, or if we are unable to adapt our
−Removed: platform to changing legal and regulatory standards or other requirements in a timely manner, our customers may lose confidence in our platform, and our revenue, business, financial condition, and results of operations could be adversely affected.
−Removed: We could face liability, or our reputation might be harmed, as a result of the activities of our customers, the content sent through our platform or the data they store on our servers.
+Added: Governments and industry organizations may also adopt new laws, regulations or requirements, or make changes to existing laws or regulations or their interpretations, that could impact the demand for, or value of, our applications.
+Added: Complying with these evolving obligations could require us to divert significant engineering and management resources.
+Added: If we fail to maintain our current security certifications and/or to continue to meet security standards, or if we are unable to adapt our platform to changing legal and regulatory standards or other requirements in a timely manner, or if we are perceived to have failed to do so, our customers may lose confidence in our platform, our sales cycles could be prolonged, and our revenue, business, financial condition, and results of operations could be adversely affected.
+Added: We could face liability, or our reputation might be harmed, as a result of the activities of our customers, the content sent through our platform (including AI-generated content) or the data they store on our servers.
We may be subject to potential liability for the activities of our customers on, or in connection with the content or data they store on or send through, our platform.
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We do not have a process in place to systematically and comprehensively monitor the content, activities, or messages of our customers in connection with their use of our services, so inappropriate content may be sent to third parties, which could subject us to legal liability.
−Removed: Even if we comply with legal obligations to remove or disable certain content, our customers may continue to send messages through our platform that third parties may find hostile, offensive, or inappropriate.
+Added: Even if we comply with legal obligations to remove or disable certain content, our
+Added: customers may continue to send messages through our platform that third parties may find hostile, offensive, or inappropriate.
The activities of our customers or the content of our customers’ messages may lead us to experience adverse political, business, and reputational consequences, especially if such use is high profile.
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For example, in October 2023, Google and Yahoo announced new email sender requirements that impact customers of email marketing platforms, including our platform.
−Removed: Since February 2024, Google and Yahoo have required bulk senders to authenticate their emails following certain industry standard authentication systems, enable recipients to easily unsubscribe, and ensure they only send wanted emails and stay under a certain spam rate threshold.
+Added: Since February 2024, Google and Yahoo have required bulk senders to authenticate their emails following certain industry standard
+Added: authentication systems, enable recipients to easily unsubscribe, and ensure they only send wanted emails and stay under a certain spam rate threshold.
+Added: As inbox service providers increasingly utilize AI and machine learning to manage inbox filtering, our ability to predict deliverability or optimize for these algorithms may be diminished.
Our customers that fail to comply with these new requirements may have their emails blocked from reaching their customers by Google or Yahoo and may not be able to effectively use our platform.
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Further, the laws of certain foreign countries, particularly certain developing countries, do not provide the same level of protection of corporate proprietary information and assets, such as intellectual property (including, for example, patents, trademarks, trade secrets, and copyrights), know-how, and records, as the laws of the United States.
+Added: Policing unauthorized use of our technologies, trade secrets, and intellectual property may be difficult, expensive, and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak.
As a result, we may encounter significant problems in protecting and defending our intellectual property or proprietary rights in foreign jurisdictions.
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We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom we have strategic relationships and business alliances.
−Removed: No assurance can be given that these agreements will be effective in controlling access to and protecting our proprietary and intellectual property rights in our products, technology, and proprietary information.
+Added: can be given that these agreements will be effective in controlling access to and protecting our proprietary and intellectual property rights in our products, technology, and proprietary information.
+Added: These agreements may be breached, and we may not have adequate remedies for any such breach.
Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform and offerings.
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Intellectual property infringement claims, with or without merit, are typically complex, time consuming, and expensive to resolve and would divert the time and attention of our management and technical personnel.
−Removed: These claims could also subject us to significant liability for damages, including treble damages if we are found to have willfully infringed third-party patents.
+Added: These claims could also subject us to significant liability for damages, including treble damages if we are found to have willfully infringed third-party patents, and may trigger substantial indemnification obligations to our customers.
It may enjoin us from continuing to use certain features or portions of allegedly infringing products or even the allegedly infringing products themselves.
It may also result in adverse publicity, which could harm our reputation and ability to attract or retain customers or otherwise prevent us from competing effectively in the market.
−Removed: As we grow, we may experience a heightened risk of allegations of intellectual property infringement.
+Added: As we grow and our profile increases, we may experience a heightened risk of allegations of intellectual property infringement.
An adverse result in any litigation claims against us could have a material adverse effect on our business, financial condition, and results of operations.
Our use of open source software could negatively affect our ability to sell our products and subject us to possible litigation.
−Removed: We use open source software in our products, and we expect to continue to incorporate open source software in our products in the future.
+Added: We use open source software in our products, and we expect to continue to incorporate open source software in our products in the future, including in our AI and machine learning initiatives.
Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products or to maintain the confidentiality of our proprietary source code.
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While we have adopted guidelines for the appropriate use of, and regularly audit our use of, open source software, these measures may not always be effective.
−Removed: If we were to combine or link our proprietary software products with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software products and allow others to use it at no cost.
+Added: If we were to combine or link our proprietary software products with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software products and allow others to use it at no cost, which could allow our competitors to create similar products with lower development effort and time and ultimately result in a loss of our product sales.
If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our products that contained the open source software, and required to comply with onerous conditions or restrictions on these products, which could disrupt the distribution and sale of these products or put our proprietary source code at risk.
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Litigation could be costly for us to defend, have a negative effect on our business, financial condition, and results of operations, or require us to devote additional research and development resources to change our products.
−Removed: Some open source projects have known vulnerabilities and architectural instabilities and are provided on an “as-is” basis which, if not properly addressed, could negatively affect the performance of our platform.
+Added: Some open source projects have known and unknown vulnerabilities, architectural instabilities, or malicious code and are provided on an “as-is” basis which, if not properly addressed, could negatively affect the performance and security of our platform.
+Added: Use of open source software may also expose us to greater risks of supply chain attacks, as hackers may exploit vulnerabilities in widely used open source libraries to access our systems.
+Added: Additionally, we rely on the continued maintenance of these open source projects by third parties, who may stop supporting them.
If we inappropriately use or incorporate open source software subject to certain types of open source licenses that challenge the proprietary nature of our platform, we may be required to re-engineer our platform, discontinue the sale of affected products, or take other remedial actions, which may adversely affect our business, financial condition, and results of operations.
−Removed: Our use of AI technology and the integration of AI technology with our products and services may subject us to increased risk, including security and other risks to our confidential and/or proprietary information, given the emerging nature of AI technology.
−Removed: We have incorporated, and may continue to incorporate, artificial intelligence technology (“AI Technology”) into our products and services, including our email, SMS, and reviews offerings, and this incorporation of AI Technology in our business and operations may become more significant over time.
−Removed: The use of generative AI, a newer and emerging
−Removed: technology in the early stages of commercial use, may expose us to additional risk, such as damage to our reputation, competitive position, additional costs, and other business, legal and regulatory risks.
−Removed: For example, generative AI has been known to produce false or “hallucinatory” inferences or output, and certain generative AI technology use machine learning and other predictive analysis techniques, which can produce inaccurate, incomplete, or misleading content, unintended biases, and other discriminatory or unexpected results, errors or inadequacies, any of which may not be easily detectable by us or any of our related service providers.
−Removed: Accordingly, while AI-powered applications may help provide more tailored or personalized user experiences, if the content, analyses, or recommendations produced by AI-powered applications are, or are perceived to be, deficient, inaccurate, biased, unethical or otherwise flawed, our reputation, competitive position, and business may be materially and adversely affected.
+Added: Our use of AI technology and the integration of AI technology with our products and services may subject us to increased risk, including security and other risks to our confidential and/or proprietary information, given the evolving nature of AI technology.
+Added: We have incorporated, and expect to continue to incorporate, AI technology into our products and services, including our Marketing, Service, and Analytics offerings and our Reviews add-on, and this incorporation of AI technology in our business and operations may become more significant over time.
+Added: Generative AI and autonomous AI agents can produce content, analyses, or recommendations with limited or no human intervention, and may take or suggest actions based on incomplete or inaccurate data, AI hallucinations, or flawed training inputs, which may expose us to additional risk, such as damage to our reputation, competitive position, additional costs, and other business, legal and regulatory risks.
+Added: For example, certain generative AI technology use machine learning and other predictive analysis techniques, which can produce inaccurate, incomplete, or misleading content, unintended biases, and other discriminatory or unexpected results, errors or inadequacies, any of which may not be easily detectable by us or any of our related service providers.
+Added: Additionally, our AI models and agents may be subject to adversarial attacks, such as prompt injection or data poisoning, where third parties manipulate inputs to generate malicious or unauthorized outputs.
+Added: Accordingly, while these AI-powered
+Added: applications may help provide more tailored or personalized user experiences, if the content, analyses, or recommendations produced by AI-powered applications are, or are perceived to be, deficient, inaccurate, biased, unethical or otherwise flawed, our reputation, competitive position, and business may be materially and adversely affected.
+Added: In addition, we may adopt and deploy autonomous AI agents as part of product offerings to customers and for our own internal business operations.
+Added: These autonomous AI agents may operate with limited human oversight and can produce inaccurate, biased, or otherwise unintended results that are not easily detectable or correctable.
+Added: As such agents perform or automate customer engagement or other decision-making functions, their actions could generate or disseminate false, misleading, or inappropriate content, or otherwise result in conduct inconsistent with customer expectations or applicable laws.
+Added: If the outputs or actions of our AI agents are, or are perceived to be, flawed, unethical, or unreliable, our reputation, customer relationships, and competitive position could be adversely affected.
In addition, new laws and regulations, or the interpretation of existing laws and regulations, in any of the jurisdictions in which we operate may affect our use of AI technology and expose us to government enforcement or civil lawsuits.
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Federal regulators have also issued guidance affecting the use of AI technology in regulated sectors.
−Removed: In addition, the EU’s Artificial Intelligence Act (“AI Act”), the world’s first comprehensive artificial intelligence law, entered into force on August 1, 2024 and most provisions of the legislation will become effective on August 2, 2026.
−Removed: This legislation imposes significant obligations on providers and deployers of high risk artificial intelligence systems, and encourages providers and deployers of artificial intelligence systems to account for EU ethical principles in their development and use of these systems.
−Removed: We expect these legislative trends will continue and we may be required to devote significant attention and resources to address the frequently changing regulatory requirements, including by ensuring higher standards of data quality, transparency, and human oversight, as well as adhering to specific and potentially burdensome and costly ethical, accountability, and administrative requirements.
−Removed: As the legal and regulatory framework relating to use of AI Technology continues to change, there may be an increase in our operational and development expenses that impact our ability to earn revenue from or utilize certain AI Technology.
−Removed: Furthermore, the use of AI Technology has resulted in, and may result in, an increase in our risk with respect to intellectual property rights, privacy rights, publicity rights and cybersecurity incidents, including as it relates to personal data that we have in our possession or process on behalf of our customers.
+Added: The Trump Administration has endorsed a federal moratorium on the enforcement of certain state AI laws, including through a December 11, 2025 executive order on “Ensuring a National Policy Framework for Artificial Intelligence.” To date, these efforts have not resulted in federal preemption of state action on AI regulation, contributing to a complicated legislative patchwork, which may be litigated in state and federal courts.
+Added: In addition, the EU’s Artificial Intelligence Act (“AI Act”), the world’s first comprehensive AI law, entered into force on August 1, 2024, and most provisions of the legislation are scheduled to become effective on August 2, 2026.
+Added: The AI Act, which may be amended or further clarified as part of the EU’s Digital Omnibus or related legislative initiatives, imposes significant obligations on providers and deployers of certain high-risk AI systems and encourages providers and deployers of AI systems to account for EU ethical principles in their development and use of these systems.
+Added: We expect these legislative trends to continue, and we may be required to devote significant attention and resources to address the frequently changing regulatory requirements, including by ensuring higher standards of data quality, transparency, and human oversight, as well as adhering to specific and potentially burdensome and costly ethical, accountability, and administrative requirements.
+Added: As the legal and regulatory framework relating to the use of AI technology continues to change, there may be an increase in our operational and development expenses that could impact our ability to earn revenue from or utilize certain AI technology.
+Added: Furthermore, the use of AI technology has resulted in, and may result in, an increase in our risk with respect to intellectual property rights, privacy rights, cybersecurity incidents, and publicity rights, including as it relates to personal data that we have in our possession or process on behalf of our customers.
Certain output produced by us using AI technology may not be subject to patent or copyright protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such output.
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As the use of AI technology becomes more prevalent, we anticipate that it will continue to present new or unanticipated legal, reputational, technical, operational, ethical, competitive, and regulatory issues.
−Removed: We expect that our incorporation of AI Technology in our business will require additional resources, including the incurrence of additional costs, to develop and maintain our products, services, and features to minimize potentially harmful, unintended or other adverse consequences, to comply with existing and new laws and regulations, to maintain or extend our competitive position, and to address any legal, reputational, technical, operational, ethical, competitive, and regulatory issues that may arise as a result of any of the foregoing.
+Added: We expect that our incorporation of AI technology in our business will require additional resources, including the incurrence of additional costs, to develop and maintain our products, services, and features to minimize potentially harmful, unintended or other
+Added: adverse consequences, to comply with existing and new laws and regulations, to maintain or extend our competitive position, and to address any legal, reputational, technical, operational, ethical, competitive, and regulatory issues that may arise as a result of any of the foregoing.
Our vendors may also incorporate AI technology tools into their offerings, and the providers of these AI technology tools may not meet existing or rapidly evolving regulatory or industry standards, including with respect to privacy and data security.
−Removed: Bad actors around the world are also using increasingly sophisticated methods, including the use of AI Technology, to engage in illegal activities involving the theft and misuse of personal
−Removed: information, confidential information and intellectual property.
+Added: Bad actors around the world are also using increasingly sophisticated methods, including the use of AI technology, to engage in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property.
Finally, our competitors or other third parties may incorporate AI technology into their products more quickly or more successfully than us, which could impair our ability to compete effectively.
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The market prices of the securities of other newly public companies have historically been highly volatile and markets in general have been highly volatile in light of macro-economic trends.
−Removed: Additionally, we have a relatively small public float due to the relatively small size of our IPO, and the concentrated ownership of our common stock among our executive officers, directors, and greater than 5% stockholders.
+Added: Additionally, we have a relatively small public float due to the relatively small size of our initial public offering (“IPO”), and the concentrated ownership of our common stock among our executive officers, directors, and greater than 5% stockholders.
As a result of our small public float, our Series A common stock may be less liquid and have greater stock price volatility than the common stock of companies with broader public ownership.
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• any major change in our board of directors, management, or key personnel;
−Removed: • other events or factors, including those resulting from war (including the Russia-Ukraine conflict and the conflict in the Gaza Strip), incidents of terrorism, public health crises, tariffs, or elections and administration changes, or responses to these events;
−Removed: • sales of additional shares of our Series A common stock by us or our stockholders.
+Added: • other events or factors, including those resulting from war (including the Russia-Ukraine conflict), incidents of terrorism, public health crises, government shutdowns, tariffs, trade wars or trade conflicts, or elections and administration changes, or responses to these events;
+Added: • sales of additional shares of our Series A common stock by us or our directors, officers and principal stockholders.
In addition, stock markets, and the market for technology companies in particular, have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.
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This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period.
−Removed: If our revenue or results of operations fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the trading price of our Series A common stock could decline substantially.
+Added: If our revenue or results of operations fall below the expectations of analysts or investors or below any guidance or forecasts we may provide to the market, or if the guidance or forecasts we provide to the market are below the expectations of analysts or investors or are subsequently adjusted, the trading price of our Series A common stock could decline substantially.
Such a trading price decline could occur even when we have met any previously publicly stated revenue or earnings forecasts that we may provide.
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Because of the ten-to-one voting ratio between our Series B and Series A common stock, the holders of our Series B common stock collectively continue to control a majority of the combined voting power of our common stock and therefore are able to continue to control all matters submitted to our stockholders for approval until the seventh anniversary of our IPO, when all outstanding shares of our Series A common stock and Series B common stock will convert automatically into shares of a single series of common stock, or until they no longer hold a majority of the combined voting power of our common stock.
+Added: The holders of our Series B common stock may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.
This concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction requiring stockholder approval.
−Removed: In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may believe are in your best interest as one of our stockholders.
+Added: In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or
+Added: offers for our capital stock that you may believe are in your best interest as one of our stockholders, and could deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company.
Future transfers by holders of Series B common stock will generally result in those shares converting to Series A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes.
The conversion of Series B common stock to Series A common stock will have the effect, over time, of increasing the relative voting power of those holders of Series B common stock who retain their shares in the long term.
−Removed: As a result, it is possible
−Removed: that one or more of the persons or entities holding our Series B common stock could gain significant voting control as other holders of Series B common stock sell or otherwise convert their shares into Series A common stock.
+Added: As a result, it is possible that one or more of the persons or entities holding our Series B common stock could gain significant voting control as other holders of Series B common stock sell or otherwise convert their shares into Series A common stock.
We cannot predict the effect our dual series structure may have on the trading price of our Series A common stock.
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Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices could preclude investment by many of these funds and could make our Series A common stock less attractive to other investors.
+Added: In addition, several stockholder advisory firms and large institutional investors oppose the use of multiple class structures.
+Added: As a result, the dual series structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our governance practice or capital structure, and may result in large institutional investors not purchasing shares of our Series A common stock.
As a result, the trading price of our Series A common stock could be adversely affected.
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The trading market for our Series A common stock depends in part on the research and reports that securities or industry analysts publish about us or our business.
−Removed: If few securities analysts cover us, or if industry analysts cease coverage of us, the trading price for our Series A common stock would be negatively affected.
−Removed: If one or more of the analysts who cover us downgrade our Series A common stock or publish inaccurate or unfavorable research about our business, our Series A common stock trading price would likely decline.
+Added: The market price and trading volume of our Series A common stock may be heavily influenced by the way analysts interpret our financial information and other disclosures, which is outside of our control.
+Added: If few securities analysts cover us, or if industry analysts cease coverage of us, the trading price for our Series A common stock could be negatively affected.
+Added: If one or more of the analysts who cover us downgrade our Series A common stock, change their opinion of our Series A common stock, or publish inaccurate or unfavorable research about our business, or if our financial results fail to meet or exceed our announced guidance or the expectations of analysts or public investors, our Series A common stock trading price would likely decline.
If one or more of these analysts cease coverage of us or fail to publish reports on us on a regular basis, demand for our Series A common stock could decrease, potentially causing our Series A common stock trading price and trading volume to decline.
Sales of substantial amounts of our Series A common stock in the public markets, or the perception that sales might occur, could cause the trading price of our Series A common stock to decline.
−Removed: Sales of a substantial number of shares of our Series A common stock into the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the trading price of our Series A common stock to decline.
+Added: Sales of a substantial number of shares of our Series A common stock into the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the
+Added: trading price of our Series A common stock to decline and may make it more difficult for you to sell your shares of our Series A common stock at a time and price that you deem appropriate.
+Added: For example, on May 16, 2025, our co-founder, co-CEO, director and largest stockholder, Andrew Bialecki, sold 10,969,078 shares of our Series A common stock in a registered secondary offering to cover tax obligations related to the exercise of his expiring stock options.
+Added: Bialecki or any of our other directors, executive officers or principal stockholders were to sell a substantial portion of shares of our Series A common stock in the public market, whether in a single transaction or a series of transactions, the trading price of our Series A common stock could decline.
While shares held by directors, executive officers, and other affiliates are subject to volume limitations under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and various vesting agreements, we are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our Series A common stock.
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Accordingly, following conversion to shares of Series A common stock, these shares can be freely sold in the public market upon issuance, subject to volume limitations under Rule 144 for our executive officers and directors and applicable vesting requirements.
−Removed: Certain holders of our Series B common stock have rights, subject to some conditions, to require us to file registration statements for the public resale of the Series A common stock issuable upon conversion of such shares or to include such shares in registration statements that we may file for us or other stockholders.
−Removed: Any registration statement we file to register additional shares, whether as a result of registration rights or otherwise, could cause the trading price of our Series A common stock to decline or be volatile.
+Added: The market price of our Series A common stock could also be adversely affected by the vesting and settlement of RSUs and the exercise of stock options, which may result in the sale of a significant number of shares to satisfy tax withholding obligations (commonly referred to as “sell-to-cover” transactions), creating short-term selling pressure.
Our issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans, or otherwise will dilute all other stockholders and could negatively affect our results of operations.
We expect to issue additional capital stock in the future that will result in dilution to all other stockholders.
−Removed: We expect to continue to grant equity awards to employees, directors, consultants, and advisors under our stock incentive plans.
+Added: We expect to grant equity awards to employees, directors, consultants, and advisors under our stock incentive plans.
We may also raise capital through equity financings in the future.
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Any additional grants of equity awards under our stock incentive plans will also increase stock-based compensation expense and negatively affect our results of operations.
−Removed: Commencing in the fourth quarter of 2020, we began granting RSUs to employees.
−Removed: RSUs granted under our 2015 Stock Incentive Plan (as amended, “2015 Plan”) prior to our IPO vest upon the satisfaction of both a service condition and a liquidity event condition.
−Removed: In September 2023, we completed our IPO, as a result of which the liquidity event condition was satisfied.
−Removed: Subsequent to the IPO, any unvested RSUs subject to both the service vesting condition and liquidity event vesting condition will vest as the service vesting condition is met over the remaining service period.
−Removed: For the year ended December 31, 2024, stock-based compensation expense recognized for RSUs was $134.4 million.
+Added: Stock-based compensation is impacted by our future hiring and retention needs, which are difficult to predict and subject to constant change.
+Added: During the year ended December 31, 2025, stock-based compensation expense recognized for RSUs was $160.6 million.
As a public company, our RSUs are currently only subject to service-based vesting, and accordingly we expect to continue to incur stock-based compensation expense as these RSUs vest.
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Even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all.
−Removed: Market estimates and growth forecasts are uncertain and based on assumptions and estimates that may be inaccurate.
−Removed: The size of our addressable market depends on a number of factors, including the desire of businesses to differentiate themselves through digital customer engagement, partnership opportunities, changes in the competitive landscape, technological changes, data security and privacy concerns, customer budgetary constraints, changes in business practices, changes in the regulatory environment, and changes in economic conditions.
+Added: Market estimates and growth forecasts are uncertain and based on internal assumptions and estimates that may be inaccurate and have not been independently verified.
+Added: The size of our addressable market depends on a number of factors, including the desire of businesses to differentiate themselves through digital customer engagement, partnership opportunities, changes in the competitive landscape, technological changes (including the adoption of AI), data security and privacy concerns, customer budgetary constraints, changes in business practices, changes in the regulatory environment, and changes in economic conditions.
Our estimates and forecasts relating to the size and expected growth of our market may prove to be inaccurate.
+Added: Our market opportunity estimates also assume that our customers will adopt our new products, such as AI features, and expand their usage into new use cases.
+Added: If these assumptions prove incorrect, our addressable market may be materially smaller than we have estimated.
Even if the market in which we compete meets the size estimates and growth rates we forecast, our business could fail to grow at similar rates, if at all, which could cause the trading price of our Series A common stock to decline or be volatile.
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Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.
−Removed: Our amended and restated bylaws designate specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could potentially limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
+Added: Our amended and restated bylaws designate specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could potentially limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us and may discourage lawsuits against us and our directors, officers, and employees.
Our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware is the sole and exclusive forum for any state law claims for:
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As a public company, we have incurred, and we will continue to incur, significant finance, legal, accounting, and other expenses, including director and officer liability insurance, that we did not incur as a private company.
−Removed: The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, stock exchange listing requirements, the reporting requirements of the Exchange Act, and other applicable securities rules and regulations impose various requirements on public companies in the United States.
+Added: The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, stock exchange listing requirements, the reporting
+Added: requirements of the Exchange Act, and other applicable securities rules and regulations impose various requirements on public companies in the United States.
Our management and other personnel devote a substantial amount of time to support compliance with these requirements.
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In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming.
−Removed: These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, potentially resulting in continued uncertainty regarding compliance matters and higher
−Removed: costs necessitated by ongoing revisions to disclosure and governance practices.
+Added: These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, potentially resulting in continued uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.
We intend to invest substantial resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities.
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Actual events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.
−Removed: For example, in March 2023, the Federal Deposit Insurance Corporation (“FDIC”) took control and was appointed receiver for each of Silicon Valley Bank (“SVB”), Signature Bank and Silvergate Capital Corp., followed by First Republic Bank in May 2023.
−Removed: Although we are not currently a borrower or party to any financial instruments with SVB, Signature Bank or any other financial institution currently in receivership, if any of our future lenders or counterparties to any such instruments were to be placed into receivership, we may be unable to access such funds.
−Removed: In addition, there is no guarantee that the U.S.
−Removed: Department of Treasury, FDIC, and Federal Reserve Board will provide access to uninsured funds in the future in the event of the closure of other banks or financial institutions, or that they would do so in a timely fashion.
−Removed: Further, if any of our customers, suppliers, or other parties with whom we conduct business are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected.
Although we assess our banking and customer relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect us, the financial institutions with which we have credit agreements or arrangements directly, or the financial services industry or economy in general.
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Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses, financial obligations or fulfill our other obligations, result in breaches of our financial and/or contractual obligations or result in violations of federal or state wage and hour laws.
+Added: Further, if any of our customers, suppliers, or other parties with whom we conduct business are unable to acquire financing, access funds, or are otherwise adversely impacted by the factors described above, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected.
Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our current and/or projected business operations, financial condition, and results of operations.
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We also have offices in the United Kingdom, Australia, and Ireland.
−Removed: A significant natural disaster, such as an earthquake, fire, or flood, occurring at our headquarters, at one of our other facilities, or where a partner is located, could adversely affect our business, results of operations, and financial condition.
−Removed: Further, if a natural disaster or man-made problem were to affect our third-party vendors, it could adversely affect the ability of our customers to use our platform.
−Removed: In addition, natural disasters and acts of terrorism could cause disruptions in our or our customers’ businesses, national economies, or the world economy as a whole.
+Added: A significant natural disaster, such as an earthquake, fire, flood, or extreme weather event, occurring at our corporate headquarters, at one of our other facilities, or where a partner is located, could adversely affect our business, results of operations, and financial condition.
+Added: Further, if a natural disaster or man-made problem were to affect our third-party vendors, such as cloud infrastructure providers, it could adversely affect the ability of our customers to use our platform.
+Added: In addition, natural disasters, geopolitical tension, military conflict or war, and acts of terrorism could cause disruptions in our or our customers’ businesses, national economies, or the world economy as a whole.
Health concerns or political or governmental developments in countries where we or our customers and vendors operate could result in economic, social, or labor instability and could have a material adverse effect on our business, results of operations, and financial condition.
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We recognize that there are inherent climate-related risks wherever business is conducted.
−Removed: Any of our primary office locations may be vulnerable to the adverse effects of climate change.
+Added: Any of our primary office locations and critical infrastructure may be vulnerable to the adverse effects of climate change.
For example, our offices globally may experience climate-related events at an increasing frequency, including drought, water scarcity, heat waves, cold waves, wildfires, and resultant air quality impacts and power shutoffs associated with wildfire prevention.
While this danger currently has a low-assessed risk of disrupting our normal business operations, it has the potential to disrupt employees’ abilities to commute to work or to work from home and stay connected effectively.
−Removed: Furthermore, it is more difficult to mitigate the impact of these events on our employees to the extent they work from home.
−Removed: Climate-related events, including the increasing frequency of extreme weather events and their impact on the critical infrastructure of the United States, Europe, and other major regions, have the potential to disrupt our business, our third-party suppliers and/or the business of our customers, and may cause us to experience higher attrition, losses, and additional costs to maintain or resume operations.
+Added: Furthermore, it is more
+Added: difficult to mitigate the impact of these events on our employees to the extent they work from home.
+Added: Climate-related events, including the increasing frequency of extreme weather events and their impact on the critical infrastructure of the United States, Europe, and other major regions, have the potential to disrupt our business, our third-party suppliers (including cloud infrastructure providers) and/or the business of our customers, and may cause us to experience higher attrition, losses, and additional costs to maintain or resume operations.
Regulatory developments, changing market dynamics and stakeholder expectations regarding climate change may impact our business, financial condition, and results of operations.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.