What changed in this filing

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Item 1. Financial Statements

2025-05-12 compared with 2024-11-12 · 181 added, 336 removed, 410 unchanged (56% of the section changed)

4 unchanged sentences

$, in thousands, except share and per share data)

September 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 168,852 $ 159,238

Accounts receivable, net 48,850 42,180

Accounts receivable, net (including related party receivables of $ 0 and $ 55 , respectively)

52,009 57,997

Inventory 9,571 8,057

14 unchanged sentences

Accrued expenses and other current liabilities 27,065 32,015

Convertible notes, current ($ 0 and $ 3,449 measured at fair value, respectively)

Deferred revenue, current 41,757 39,860

Total current liabilities 74,034 77,338

Convertible notes, noncurrent

Derivative liability, noncurrent — 217

Deferred revenue, noncurrent 4,845 5,338

4 unchanged sentences

Common Stock, $ 0.001 par value;

500,000,000 and 100,000,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively;

74,664,748 and 68,155,830 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

500,000,000 authorized as of March 31, 2025 and December 31, 2024, respectively;

76,418,660 and 75,404,996 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 661,479 648,124

8 unchanged sentences

$, in thousands, except share and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Subscription revenue $ 81,874 $ 61,579

Hardware revenue 8,907 10,188

Other revenue 9,288 6,476 23,032 19,447

Other revenue (including related party revenue of $ 292 and $ 0 , respectively)

Total revenue 103,624 78,227

9 unchanged sentences

Total operating expenses 81,360 66,392

Loss from operations ( 4,951 ) ( 6,507 ) ( 13,693 ) ( 25,642 )

Income (loss) from operations 2,189 ( 6,379 )

Other income (expense):

1 unchanged sentence

Derivative liability fair value adjustment — ( 1,707 )

Loss on settlement of convertible notes — — ( 440 ) —

Gain on settlement of derivative liability — — 1,924 —

Gain on change in fair value of investment 5,389 — 5,389 —

Other income (expense), net 2,524 337 ( 1,772 ) 1,797

Other income, net 1,975 311

Total other income (expense), net 1,975 ( 2,004 )

19 unchanged sentences

Comprehensive

Income (Loss) Total

Stockholders’

2 unchanged sentences

Exercise of stock options 346,874 — 3,039 — — 3,039

Exercise of warrants 41,685 — 94 — — 94

Vesting of restricted stock units 644,538 1 ( 1 ) — — —

Taxes paid related to net settlement of equity awards — — ( 8,110 ) — — ( 8,110 )

Stock-based compensation expense — — 8,261 — — 8,261

Change in foreign currency translation adjustment — — — — 1 1

Net loss — — — ( 9,777 ) — ( 9,777 )

Balance at March 31, 2024 69,440,062 $ 71 $ 534,679 $ ( 294,920 ) $ 10 $ 239,840

Exercise of stock options 129,968 — 1,006 — — 1,006

Exercise of warrants 88,212 — 1,055 — — 1,055

Vesting of restricted stock units

428,378 — — — — —

Taxes paid related to net settlement of equity awards

— — ( 7,834 ) — — ( 7,834 )

Taxes paid related to the settlement of equity awards, net of settlement proceeds received — — ( 856 ) — — ( 856 )

Stock-based compensation expense — — 10,173 — — 10,173

— — 11,159 — — 11,159

Settlement of convertible notes 341,877 — 5,751 — — 5,751

Issuance of common stock net of underwriting discounts, commissions and issuance costs of $ 13,293

3,703,704 3 86,704 — — 86,707

Shares issued in connection with an acquisition 22,252 — 1,000 — — 1,000

Change in foreign currency translation adjustment — — — — 1 1

— — — ( 10,964 ) — ( 10,964 )

Balance at June 30, 2024 74,132,201 $ 74 $ 632,520 $ ( 305,884 ) $ 6 $ 326,716

Exercise of stock options 128,727 — 1,103 — — 1,103

Vesting of restricted stock units 403,820 — — — — —

Taxes paid related to net settlement of equity awards — — ( 7,427 ) — — ( 7,427 )

Stock-based compensation expense — — 11,610 — — 11,610

Net income — — — 4,378 — 4,378

Balance at September 30, 2024 74,664,748 $ 74 $ 637,806 $ ( 298,195 ) $ 6 $ 339,691

Life360, Inc.

Balance at March 31, 2025 76,418,660 76 661,479 ( 285,320 ) 45 376,280

Common Stock Additional

Paid-In Capital Notes Due

Affiliates Accumulated

Paid-In Capital Accumulated

Deficit Accumulated

Comprehensive

Income (Loss) Total

Stockholders’

2 unchanged sentences

Exercise of stock options 277,309 — 2,307 — — 2,307

Exercise of warrants 41,685 — 94 — — 94

Vesting of restricted stock units 965,238 1 ( 1 ) — — —

Taxes paid related to net settlement of equity awards — — ( 8,110 ) — — ( 8,110 )

Repayment of notes due from affiliate — — 77 314 — — 391

Stock-based compensation expense — — 8,261 — — 8,261

2 unchanged sentences

Balance at March 31, 2024 69,440,062 $ 71 $ 534,679 $ ( 294,920 ) $ 10 $ 239,840

Exercise of stock options 146,056 — 855 — — — 855

Vesting of restricted stock units 389,550 — — — — — —

Taxes paid related to net settlement of equity awards — — ( 2,820 ) — — — ( 2,820 )

Stock-based compensation expense — — 9,269 — — — 9,269

Change in foreign currency translation adjustment — — — — — 2 2

Net loss — — — — ( 4,413 ) — ( 4,413 )

Balance at June 30, 2023 66,831,437 $ 68 $ 513,081 $ — $ ( 275,456 ) $ 20 $ 237,713

Exercise of stock options 378,907 — 2,540 — — — 2,540

Vesting of restricted stock units 345,748 — — — — — —

Taxes paid related to net settlement of equity awards — — ( 2,841 ) — — — ( 2,841 )

Stock-based compensation expense — — 9,454 — — — 9,454

Change in foreign currency translation adjustment — — — — — ( 17 ) ( 17 )

Net loss — — — — ( 6,541 ) — ( 6,541 )

Balance at September 30, 2023 67,556,092 $ 68 $ 522,234 $ — $ ( 281,997 ) $ 3 $ 240,308

See accompanying notes to the condensed consolidated financial statements (unaudited).

3 unchanged sentences

$, in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows from Operating Activities:

Net loss $ ( 13,053 ) $ ( 25,025 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Net income (loss) $ 4,378 $ ( 9,777 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 2,862 2,295

2 unchanged sentences

Stock-based compensation expense, net of amounts capitalized 9,889 8,261

Compensation expense in connection with revesting notes — 73

Non-cash interest expense, net — 128

1 unchanged sentence

Derivative liability fair value adjustment — 1,707

Loss on settlement of convertible notes 440 —

Gain on settlement of derivative liability ( 1,924 ) —

Gain on change in fair value of investment ( 5,389 ) —

Non-cash revenue from investment ( 965 ) ( 1,489 )

Inventory write-off — 916

Adjustment in connection with membership benefit

Changes in operating assets and liabilities, net of acquisitions:

Non-cash revenue from investments ( 367 ) ( 446 )

Provision for credit losses 339 —

Changes in operating assets and liabilities, net of acquisition:

Accounts receivable, net 5,648 5,144

6 unchanged sentences

Other liabilities, noncurrent ( 96 ) ( 89 )

Net cash provided by (used in) operating activities 20,289 ( 1,434 )

Net cash provided by operating activities 12,060 10,688

Cash Flows from Investing Activities:

Internal use software ( 3,228 ) ( 1,232 )

Cash paid for acquisition ( 2,825 ) —

Internally developed software ( 1,398 ) ( 1,089 )

Purchase of property and equipment ( 124 ) —

1 unchanged sentence

Cash Flows from Financing Activities:

Indemnity escrow payment in connection with an acquisition — ( 13,128 )

Proceeds from the exercise of stock options and warrants 5,564 4,109

Proceeds related to tax withholdings on restricted stock settlements and the exercise of stock options and warrants 12,770 2,401

Taxes paid related to net settlement of equity awards ( 10,587 ) ( 8,110 )

Proceeds from issuance of common stock in U.S.

initial public offering, net of underwriting discounts and commissions 93,000 —

Payments of U.S.

initial public offering issuance costs ( 2,719 ) —

Proceeds from repayment of notes due from affiliates — 314

Repayment of convertible notes — ( 3,919 )

Net cash provided by (used in) financing activities 2,183 ( 5,709 )

Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 89,472 ( 26,708 )

Net Increase in Cash, Cash Equivalents, and Restricted Cash 9,896 3,890

Cash, Cash Equivalents and Restricted Cash at the Beginning of the Period 160,459 70,713

Cash, Cash Equivalents, and Restricted Cash at the End of the Period $ 170,355 $ 74,603

Life360, Inc.

Supplemental disclosure:

1 unchanged sentence

Cash paid during the period for interest — —

Cash payments included in the measurement of operating lease liabilities

Non-cash investing and financing activities:

Right of use asset recognized in connection with lease modification — 1,054

Operating lease liability recognized in connection with lease modification — 1,054

Conversion of September 2021 Convertible Notes to common stock 3,548 —

Conversion of July 2021 Convertible Notes and accrued interest to common stock 2,203 —

Property and equipment included within accounts payable 1,134 —

Stock-based compensation included in internal use software 523 —

IPO-related transaction costs included in accrued expenses and other current liabilities 3,573 —

The following table presents the cash, cash equivalents, and restricted cash reported within the balance sheets totaling the same such amounts shown above:

September 30,

2024 September 30,

Fair value of stock issued in connection with acquisition 1,000 —

Property and equipment included within accrued expenses and other current liabilities 901 —

Stock-based compensation included in internally developed software 284 —

Life360, Inc.

The following table presents the cash, cash equivalents, and restricted cash reported within the condensed consolidated statements of cash flows shown above:

2025 March 31,

Cash and cash equivalents $ 168,852 $ 73,401

10 unchanged sentences

Beyond the everyday, Life360 also provides much-needed protection and saves lives, which is crucial for families in emergency situations such as natural disasters, vehicle collisions, physical property theft, and digital identity theft.

The Life360 mobile application operates under a “freemium” model where its core offering is available to members at no charge, with three membership subscription options that are available but not required.

The Company acquired Jio, Inc.

(“Jiobit”) and Tile, Inc, (“Tile”) in September 2021 and January 2022, respectively, to create a comprehensive platform-agnostic location tracking solution for people, pets and things.

Jiobit is a leading wearable location device for young children, pets and seniors and Tile is a leading product suite of location trackers for finding objects.

The Life360 mobile application operates under a “freemium” model where its core offering is available to members at no charge, with additional membership subscription options that are available but not required.

In addition to the Life360 mobile application, the Company also offers hardware tracking devices through the sale of Tile, Inc.

(“Tile”) and Jio, Inc.

(“Jiobit”) products to keep members close to the people, pets and things they care about most.

The Company’s suite of product and service offerings, including the Life360 and Tile mobile applications, and related third-party services, is system and platform-agnostic, allowing its products and services to work seamlessly for its members, regardless of the devices they use.

5 unchanged sentences

An additional $ 5.5 million of expenses were paid on behalf of selling securityholders.

Refer to Note 15, "Related-Party Transactions" for further details.

The Company did not receive any proceeds from the sale of shares of common stock by the selling securityholders.

3 unchanged sentences

Included below are select significant accounting policies.

Refer to Note 2, "Summary of Significant Accounting Policies" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024 (“Annual Report”) for a full list of the Company’s significant accounting policies.

Refer to Note 2, "Summary of Significant Accounting Policies" in the Company’s Annual Report for a full list of the Company’s significant accounting policies.

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim periods and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting.

As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted.

3 unchanged sentences

Operating results for these interim periods are not necessarily indicative of the Company’s future results of operations.

The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report.

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report.

Use of Estimates

2 unchanged sentences

• revenue recognition, including the determination of selling prices for distinct performance obligations sold in multiple performance obligation arrangements, the period over which revenue is recognized for certain arrangements, and estimated delivery dates for orders with title transfer upon delivery;

• allowances for credit losses and product returns;

• allowance for credit losses and product returns;

• promotional and marketing allowances;

5 unchanged sentences

• impairment of long-lived assets and goodwill;

• valuation of convertible notes and embedded derivatives;

• valuation of non-cash consideration, contingent consideration, convertible notes and embedded derivatives;

• useful lives of long-lived assets;

3 unchanged sentences

Accounting pronouncements not yet adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 – Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in Accounting Standards Codification (“ASC”) 280 on an interim and annual basis.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company does not expect adoption of this ASU will have a material impact on its financial position or results of operations.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

The ASU requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item.

The ASU is effective for the Company beginning in fiscal year 2027 and interim periods beginning in fiscal year 2028, with early adoption permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

4 unchanged sentences

The Company does not expect adoption of this ASU will have a material impact on its financial position or results of operations.

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Concentrations of Risk and Significant Customers

Major Customers

The Company’s customers primarily consist of individual consumers, who subscribe to the Company’s product offerings through its third-party platforms (each a “Channel Partner”), data revenue customers, and retail partners, who purchase hardware tracking devices from the Company and resell them directly to individual consumers.

Any changes in customer preferences and trends or changes in terms of use of Channel Partners’ platforms could have an adverse impact on the Company’s results of operations and financial condition.

The Company derives its accounts receivable from revenue earned from customers located in the United States and internationally.

Channel and retail partners account for the majority of the Company’s revenue and accounts receivable for all periods presented.

The following tables set forth the information about the Company’s third-party platforms and distribution channels (each a “Channel Partner”) that processed the Company’s overall revenue transactions and retail partners who represented greater than 10% of the Company’s revenue or accounts receivable, respectively:

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following tables set forth the information about the Company’s Channel Partners that processed the Company’s overall revenue transactions and retail partners who represented greater than 10% of the Company’s revenue or accounts receivable, respectively:

Percentage of Revenue

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Channel Partner (Apple) 56 % 57 %

1 unchanged sentence

Percentage of Gross Accounts Receivable

As of September 30, As of December 31,

As of March 31, As of December 31,

Channel Partner (Apple) 59 % *

4 unchanged sentences

Supplier Concentration

The Company currently relies on a single technology partner for its cloud platform and outsources the manufacturing of the Jiobit and Tile hardware devices to a single contract manufacturer.

Although there are a limited number of suppliers, management believes that other suppliers could provide similar services on comparable terms.

The Company currently outsources the manufacturing of its hardware devices to a sole contract manufacturer.

Although there are a limited number of manufacturers, management believes that other suppliers could provide similar manufacturing services on comparable terms.

Cash and Cash Equivalents

3 unchanged sentences

Restricted Cash

The restricted cash, noncurrent balance of $ 1.2 million and $ 1.7 million as of September 30, 2024 and December 31, 2023, respectively, relates to cash deposits restricted under letters of credit issued on behalf of the Company in support of indebtedness to trade creditors incurred in the ordinary course of business.

The restricted cash, noncurrent balance of $ 1.5 million and $ 1.2 million as of March 31, 2025 and December 31, 2024, respectively, relates to cash deposits restricted under letters of credit issued on behalf of the Company in support of indebtedness to trade creditors incurred in the ordinary course of business.

Segment and Geographic Revenue

The Company operates as a single operating segment.

The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources.

The Company operates as one operating segment.

Operating segments are defined as components of an entity for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance.

The Company’s CODM evaluates financial information and resources and assesses the performance of these resources on a consolidated basis.

There is no expense or asset information that is supplemental to information disclosed within the condensed consolidated financial statements, that is regularly provided to the CODM.

The allocation of resources and assessment of performance of the operating segment is based on consolidated net income (loss) and functional expenses as reported on our condensed consolidated statements of operations and comprehensive income (loss).

Because the Company operates as one operating segment, financial segment information, including expense and asset information, can be found in the condensed consolidated financial statements.

All material long-lived assets are based in the United States.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Unaudited)

Revenue by geographic region is generally based on the address of the customer as defined in the contract with the customer.

Revenue by geography is generally based on the address of the customer as defined in the contract with the customer.

The following table sets forth revenue by geographic region for the periods presented (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

North America $ 91,385 $ 70,316

2 unchanged sentences

Total revenue $ 103,624 $ 78,227

The Company’s revenues in the United States were $ 79.1 million, or 85 %, of total revenue for the three months ended September 30, 2024 and $ 67.4 million, or 86 %, of total revenue for the three months ended September 30, 2023.

The Company’s revenues in the United States were $ 221.4 million, or 86 %, of total revenue for the nine months ended September 30, 2024 and $ 188.5 million, or 87 %, of total revenue for the nine months ended September 30, 2023.

The Company’s revenues in the United States were $ 89.3 million, or 86 %, of total revenue for the three months ended March 31, 2025 and $ 68.9 million, or 88 %, of total revenue for the three months ended March 31, 2024.

Deferred Revenue

2 unchanged sentences

Amounts anticipated to be recognized within one year of the balance sheet date are recorded as deferred revenue, current and the remaining portion is recorded as deferred revenue, noncurrent on the condensed consolidated balance sheets.

During the three and nine months ended September 30, 2024, the Company recognized revenue of $ 5.0 million and $ 31.2 million, respectively, that was included in the deferred revenue balance at December 31, 2023.

During the three and nine months ended September 30, 2023, the Company recognized revenue of $ 3.5 million and $ 23.4 million, respectively, that was included in the deferred revenue balance at December 31, 2022

During the three months ended March 31, 2025, the Company recognized revenue of $ 23.0 million that was included in the deferred revenue balance at December 31, 2024.

During the three months ended March 31, 2024, the Company recognized revenue of $ 18.4 million that was included in the deferred revenue balance at December 31, 2023.

Remaining performance obligations represent the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.

Revenue expected to be recognized in connection with remaining performance obligations was $ 218.9 million as of September 30, 2024, of which the Company expects 34 % to be recognized over the next twelve months .

Costs Capitalized to Obtain Contracts

The Company recognizes as an asset the costs of obtaining a contract with a customer if it expects to recover those costs and they are both direct and incremental.

These costs are attributable to the Company’s largest Channel Partners.

Costs of obtaining new revenue contracts are deferred and then amortized on a straight-line basis over the related period of benefit, which is estimated to be two to three years depending on the subscription type.

The following table represents a roll forward of the Company’s costs capitalized to obtain contracts, net (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Costs capitalized to obtain contracts, net, beginning of period $ 1,966 $ 2,194 $ 1,844 $ 2,064

Additions to costs capitalized to obtain contracts, net 502 573 1,287 1,567

Amortization of costs capitalized to obtain contracts, net ( 311 ) ( 918 ) ( 974 ) ( 1,782 )

Costs capitalized to obtain contracts, net, end of period $ 2,157 $ 1,849 $ 2,157 $ 1,849

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Revenue expected to be recognized in connection with remaining performance obligations was $ 215.0 million as of March 31, 2025, of which the Company expects 39 % to be recognized over the next twelve months .

Fair Value Measurements

6 unchanged sentences

The carrying amounts of certain financial instruments, including cash and cash equivalents, prepaid expenses, accounts receivable, and accounts payable approximate fair value due to their short-term maturities.

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company measures and reports certain assets and liabilities at fair value on a recurring basis.

The fair value of these assets and liabilities as of September 30, 2024 and December 31, 2023 are classified as follows (in thousands):

As of September 30, 2024

The fair value of these assets and liabilities as of March 31, 2025 and December 31, 2024 are classified as follows (in thousands):

As of March 31, 2025

Level 1 Level 2 Level 3 Total

5 unchanged sentences

Total assets $ 133,959 $ — $ — $ 133,959

Derivative liability (Note 9) $ — $ — $ 217 $ 217

Convertible notes (Note 8) — — 3,449 3,449

Total liabilities $ — $ — $ 3,666 $ 3,666

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The change in fair value of the Level 3 instruments were as follows (in thousands):

As of September 30, 2024

(Note 9) Convertible

Fair value, beginning of the year $ 217 $ 3,449

Changes in fair value 1,707 608

Settlement of September 2021 Convertible Notes upon conversion (Note 8) — ( 3,548 )

Gain on settlement of September 2021 Convertible Notes (Note 8) — ( 509 )

Gain on settlement of derivative liability (Note 9) ( 1,924 ) —

Fair value, end of period $ — $ —

As of December 31, 2024

(Note 9) Convertible

liability Convertible

Fair value, beginning of the year $ 217 $ 3,449

Vesting of revesting notes — 72

Forfeiture of revesting notes — ( 326 )

Repayment of convertible notes (Note 8) — ( 3,919 )

Changes in fair value 1,707 608

Settlement of September 2021 Convertible Notes upon conversion — ( 3,548 )

Gain on settlement of September 2021 Convertible Notes — ( 509 )

Gain on settlement of derivative liability $ ( 1,924 ) $ —

Fair value, end of period $ — $ —

For the three and nine months ended September 30, 2024, the Company recorded a loss associated with the change in fair value of the derivative liability of zero and $ 1.7 million, respectively.

For the three and nine months ended September 30, 2024, the Company recorded a gain of zero and $ 1.9 million, respectively, related to the settlement of the derivative liability upon conversion of the July 2021 Convertible Notes.

Refer to Note 8, "Convertible Notes" for further details.

For the three and nine months ended September 30, 2024, the Company recorded a loss associated with the change in fair value of the September 2021 Convertible Notes of zero and $ 0.6 million, respectively.

For the three and nine months ended September 30, 2024, the Company recorded a gain of zero and $ 0.5 million, respectively, related to the settlement of the September 2021 Convertible Notes upon conversion.

For the year ended December 31, 2023, the Company recorded a loss associated with the change in fair value of the derivative liability and the convertible notes of $ 0.1 million and $ 0.7 million, respectively.

These amounts have been recorded in other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss).

For the three and nine months ended September 30, 2023, the Company recorded a gain associated with the change in fair value of the derivative liability of $ 0.1 million and a loss of $ 0.2 million, respectively.

For the three and nine months ended September 30, 2023, the Company recorded a loss associated with the change in fair value of the September 2021 Convertible Notes of $ 0.6 million and $ 0.8 million, respectively.

The amounts have been recorded in other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.

For the three months ended March 31, 2025, the Company recorded no gain or loss associated with the change in fair value of the derivative liability and convertible notes.

For the three months ended March 31, 2024, the Company recorded losses associated with the change in fair value of the derivative liability and convertible notes of $ 1.7 million and $ 0.6 million, respectively.

The amounts have been recorded in other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss).

Business Combinations

On February 27, 2025, the Company entered into an Asset Purchase Agreement with Fantix, Inc., to purchase certain assets of Fantix, Inc.

for total consideration of $ 4.5 million, consisting of $ 3.5 million in cash and $ 1.0 million in common stock.

Of the $ 3.5 million in cash consideration, $ 2.8 million was paid at closing and $ 0.7 million, which is payable one year from the closing date, has been recorded in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheet.

The transaction has been accounted for as a business combination.

The Company also recorded $ 3.6 million to intangible assets, net and $ 0.9 million to goodwill.

Goodwill represents the excess of the purchase price over the fair value of net assets acquired and reflects benefits from assets not individually identifiable, including anticipated synergies and growth opportunities.

The goodwill is not deductible for tax purposes.

The Company has not presented the pro forma results of operations for the acquisition as the impact is not material to the Company’s condensed consolidated results of operations.

Life360, Inc.

3 unchanged sentences

Accounts receivable, net consists of the following (in thousands):

As of September 30, As of December 31,

As of March 31, As of December 31,

Accounts receivable $ 52,766 $ 58,391

1 unchanged sentence

Total accounts receivable, net $ 52,009 $ 57,997

Accounts receivable, net is presented net of the allowance for credit losses, which represents management’s estimate of expected credit losses based on historical trends, current economic conditions, and other relevant factors as of March 31, 2025 and December 31, 2024, respectively.

Inventory consists of the following (in thousands):

As of September 30, As of December 31,

As of March 31, As of December 31,

Raw materials $ 67 $ 24

3 unchanged sentences

Prepaid expenses and other current assets consist of the following (in thousands):

As of September 30, As of December 31,

As of March 31, As of December 31,

Prepaid expenses $ 14,972 $ 11,074

1 unchanged sentence

Total prepaid expenses and other current assets $ 18,499 $ 14,599

Prepaid expenses primarily consist of certain cloud platforms, customer service program costs, prepaid insurance and inventory.

Other receivables primarily consist of freight and refunds owed to the Company and other amounts which the Company is expected to receive in less than twelve months.

Prepaid expenses primarily consist of certain cloud platform costs, customer service program costs and prepaid advertising.

Other receivables primarily consist of freight, refunds owed to the Company and other amounts which the Company is expected to receive in less than twelve months.

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Property and Equipment, net

Property and equipment, net consists of the following (in thousands):

As of September 30, As of December 31,

As of March 31, As of December 31,

Computer equipment $ 297 $ 297

6 unchanged sentences

Total property and equipment, net $ 2,598 $ 1,779

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Construction in progress relates to certain costs incurred with production manufacturing equipment.

For the three and nine months ended September 30, 2024, depreciation expense was $ 51 thousand and $ 146 thousand, respectively, and for the three and nine months ended September 30, 2023, depreciation expense was $ 46 thousand and $ 123 thousand, respectively.

There was no impairment of property and equipment or long-lived assets recognized during the three and nine months ended September 30, 2024 or 2023.

Depreciation expense was $ 95 thousand and $ 46 thousand for the three months ended March 31, 2025 and 2024, respectively.

There was no impairment of property and equipment or long-lived assets recognized during the three months ended March 31, 2025 or 2024.

Prepaid Expenses and Other Assets, noncurrent

Prepaid expenses and other assets, noncurrent consist of the following (in thousands):

As of September 30, As of December 31,

As of March 31, As of December 31,

Prepaid expenses, noncurrent $ 2,189 $ 1,849

Investment 10,863 5,474

19,762 19,762

Total prepaid expenses and other assets, noncurrent $ 21,951 $ 21,611

Prepaid expenses, noncurrent primarily consist of cloud platform costs as of December 31, 2023.

Investment relates to non-marketable equity securities in a privately held company without a readily determinable market value.

Non-marketable equity securities consist of warrants to purchase shares of preferred stock of a data revenue partner.

Investments in non-public businesses that do not have readily determinable pricing, and for which the Company does not have control or does not exert significant influence, are carried at cost less impairments, if any, plus or minus changes in observable prices for those investments.

During the three months ended September 30, 2024, an observable price change related to our investment in warrants held to purchase shares of preferred stock of a data revenue partner took place.

This resulted in a $ 5.4 million increase in the investment asset value and a corresponding gain on fair value adjustment recorded in other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2024.

Prepaid expenses, noncurrent primarily consist of cloud platform costs as of March 31, 2025 and December 31, 2024.

Investments relate to a warrant to purchase shares of preferred stock of a current Data Revenue Partner, a warrant to purchase shares of common stock of a current Related Party (the “Related Party Warrant”), and a Simple Agreement for Future Equity with a related party (the “Related Party SAFE”) as of March 31, 2025 and December 31, 2024.

Refer to Note 13, "Related-Party Transactions" for additional information.

The Company leases office space under a non-cancelable operating lease with a remaining lease term of 1.7 years, which includes the option to extend the lease.

The Company did not have any finance leases as of September 30, 2024 or December 31, 2023.

The Company did not have any finance leases as of March 31, 2025 or December 31, 2024.

The components of lease expense are as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Operating lease cost (1)

$ 114 $ 253 $ 338 $ 748

(1) Amounts include short-term leases, which are immaterial.

For the three and nine months ended September 30, 2024, payments for operating leases included in cash from operating activities were $ 0.1 million and $ 0.3 million, respectively.

For the three and nine months ended September 30, 2023, payments for operating leases included in cash from operating activities were $ 0.2 million and $ 0.7 million, respectively.

Life360, Inc.

1 unchanged sentence

Supplemental balance sheet information related to leases is as follows (in thousands, except lease term):

As of September 30, As of December 31,

As of March 31, As of December 31,

Operating lease right-of-use asset $ 598 $ 683

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The weighted-average discount rate used to measure the present value of the operating lease liabilities was 5.0 % for each period presented.

Maturities of the Company’s operating lease liability, which does not include short-term leases, as of September 30, 2024 were as follows (in thousands):

Maturities of the Company’s operating lease liability, which does not include short-term leases, as of March 31, 2025 were as follows (in thousands):

Operating leases

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Goodwill and Intangible Assets, net

Intangible assets, net consists of the following (in thousands):

As of September 30, 2024

Intangible assets, net consists of the fol lowing (in thousands):

As of March 31, 2025

Gross Accumulated Amortization Net

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Customer relationships 15,290 ( 6,140 ) 9,150

Internal use software 6,167 ( 720 ) 5,447

Internally developed software

8,757 ( 1,686 ) 7,071

Total $ 73,412 $ ( 30,368 ) $ 43,044

4 unchanged sentences

Customer relationships 15,290 ( 5,668 ) 9,622

Internal use software 2,416 ( 340 ) 2,076

Internally developed software

7,076 ( 1,157 ) 5,919

Total $ 68,176 $ ( 27,602 ) $ 40,574

For the three and nine months ended September 30, 2024, the Company capitalized $ 1.2 million and $ 3.8 million, respectively, in internal use software.

For the three and nine months ended September 30, 2023, the Company capitalized $ 0.4 million and $ 1.2 million, respectively, in internal use software.

For the three months ended March 31, 2025 and 2024, the Company capitalized $ 1.7 million and $ 1.1 million, respectively, in internally developed software.

For the three months ended March 31, 2025 and 2024, amortization expense was $ 2.8 million and $ 2.2 million, respectively.

During the three months ended March 31, 2025 and 2024, there was no impairment of intangible assets recorded.

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the three and nine months ended September 30, 2024, amortization expense was $ 2.3 million and $ 6.9 million, respectively.

For the three and nine months ended September 30, 2023, amortization expense was $ 2.2 million and $ 6.7 million, respectively.

During the three and nine months ended September 30, 2024 and 2023, there was no impairment of intangible assets recorded.

As of September 30, 2024, the estimated remaining amortization expense for intangible assets by fiscal year is as follows (in thousands):

As of March 31, 2025, the estimated remaining amortization expense for intangible assets by fiscal year is as follows (in thousands):

Remainder of 2025 $ 8,804

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Total future amortization expense 41,584

Internal use software not yet in service 4,057

Internally developed software not yet in service 1,460

Total $ 43,044

The weighted-average remaining useful lives of the Company’s acquired intangible assets are as follows:

The weighted-average remaining useful lives of the Company’s acquired intangible assets, excluding internally developed software projects that were not yet in service, are as follows:

Weighted-Average Remaining Useful Life

As of September 30, As of December 31,

As of March 31, As of December 31,

Trade name 6.7 years 7.0 years

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Customer relationships 4.9 years 5.1 years

Internal use software 2.3 years 3.6 years

As of September 30, 2024, the Company had $ 4.1 million of capitalized internal use software projects that were not yet in service.

The internal use software projects that were not yet in service have been excluded from the weighted-average remaining useful life calculation for internal use software in the table above.

As of September 30, 2024 and December 31, 2023, goodwill was $ 133.7 million.

No goodwill impairment was recorded during the three and nine months ended September 30, 2024 or 2023.

Internally developed software 2.5 years 2.6 years

As of March 31, 2025 and December 31, 2024, goodwill was $ 134.6 million and $ 133.7 million, respectively.

Goodwill increased $ 0.9 million in connection with the Fantix, Inc.

Refer to Note 6, "Business Combinations" for additional information.

No goodwill impairment was recorded during the three months ended March 31, 2025 or 2024.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

As of September 30, As of December 31,

As of March 31, As of December 31,

Accrued vendor expenses $ 14,298 $ 13,856

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Customer related promotions and discounts 3,337 9,761

Operating lease liability 356 335

Sales return reserves 1,823 2,817

1 unchanged sentence

Total accrued expenses and other current liabilities $ 27,065 $ 32,015

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Other current liabilities primarily relate to sales taxes payable and inventory received not yet billed, as of September 30, 2024, and warranty liabilities related to the Company’s hardware tracking devices, inventory received not yet billed, and sales taxes payable as of December 31, 2023.

Convertible Notes

July 2021 Convertible Notes

In July 2021, the Company issued convertible notes (the “July 2021 Convertible Notes”) to investors with an underlying principal amount of $ 2.1 million.

In June 2024, the July 2021 Convertible Notes were converted to common stock based on a fixed conversion price of $ 11.96 per share.

At the time of conversion, the July 2021 Convertible Notes had an outstanding principal and accrued interest balance of $ 2.2 million.

As a result of the conversion, 184,192 shares of common stock were issued to the holders in redemption of the outstanding July 2021 Convertible Notes.

In June 2024, the fair value of the issued common stock was recorded within additional paid-in capital on the Company’s condensed consolidated balance sheet and a $ 0.9 million loss on the settlement of the July 2021 Convertible Notes was recorded in other income (expense), net on the condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2024, the balance of the July 2021 Convertible Notes is zero on the Company’s condensed consolidated balance sheet.

September 2021 Convertible Notes

In September 2021, the Company, in connection with the acquisition of Jiobit, issued $ 11.6 million representing the fair value of convertible notes (the “September 2021 Convertible Notes”) and $ 1.6 million of revesting convertible notes that vested over time.

In April 2024, the holders of the September 2021 Convertible Notes elected to convert their notes and accrued interest to common stock based on a fixed conversion price of $ 22.50 per share.

At the time of conversion, the September 2021 Convertible Notes had an outstanding principal and accrued interest balance of $ 3.5 million.

As a result of the conversion, 157,685 shares of common stock with a fair value of $ 3.5 million were issued to the holders in redemption of the outstanding September 2021 Convertible Notes.

In April 2024, the fair value of the issued common stock was recorded within additional paid-in capital on the Company’s condensed consolidated balance sheet and a $ 0.5 million gain on settlement of the September 2021 Convertible Notes was recorded in other income (expense), net on the condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2024, the balance of the September 2021 Convertible Notes is zero on the Company’s condensed consolidated balance sheet.

Convertible notes, current and noncurrent consist of the following (in thousands):

As of September 30, As of December 31,

Convertible notes, current:

September 2021 Convertible Notes $ — $ 3,449

Convertible notes, noncurrent:

July 2021 Convertible Notes — 1,056

Total convertible notes $ — $ 4,505

Derivative Liability

The Company’s derivative liability, which represented embedded share-settled redemption features bifurcated from its July 2021 Convertible Notes, was settled in June 2024 upon the conversion of the July 2021 Convertible Notes to common stock based on a fixed conversion price of $ 11.96 per share.

A $ 1.9 million gain was recorded at the time of conversion within other income (expense), net on the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2024.

As of September 30, 2024, the fair value of the derivative liability was zero on the Company’s condensed consolidated balance sheet.

As of December 31, 2023, the fair value of the derivative liability was $ 0.2 million.

Refer to Note 6, "Fair Value Measurements" and Note 8, "Convertible Notes" for further details.

As of March 31, 2025, other current liabilities primarily relate to the Company’s operating lease liability, sales taxes payable, and a deferred purchase price liability related to the Fantix, Inc.

As of December 31, 2024, other current liabilities primarily relate to the Company’s operating lease liability and sales taxes payable.

Life360, Inc.

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Purchase Commitments

The Company has certain commitments with its cloud platform provider and sole contract manufacturer that are non-cancellable.

As of September 30, 2024, future non-cancellable commitments under these agreements were as follows in thousands):

The Company has contractual commitments with our cloud platform provider and contract manufacturer that are non-cancellable.

As of March 31, 2025, future non-cancellable commitments under these arrangements were as follows (in thousands):

Remainder of 2025 $ 25,242

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The Company is not subject to any current pending legal matters or claims that the Company believes could have a material adverse effect on its financial position, results of operations or cash flows.

Warranties and Indemnification

To date, the Company has not incurred significant costs and has not accrued any material liabilities in the accompanying condensed consolidated financial statements as a result of its warranty and indemnification obligations.

Indemnification

Occasionally, the Company is involved in various legal proceedings, claims and government investigations in the ordinary course of business.

The outcome of litigation and other legal matters is inherently uncertain, though the Company intends to vigorously defend the matters.

The outcome of litigation and other legal matters is inherently uncertain, though the Company intends to vigorously defend any such matters.

In making a determination regarding accruals, using available information, the Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings to which the Company is a party and records a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated.

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The claim construction hearing took place on January 18, 2024, and on April 23, 2024, the court released its order which found 10 of the claims invalid, leaving only 2 active claims remaining.

At this time, a loss is reasonably possible but not estimable, and as a result, no litigation reserve has been recorded on our condensed consolidated balance sheet as of September 30, 2024.

No material litigation reserve was recorded on our condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.

At this time, a loss is reasonably possible but not estimable, and as a result, no litigation reserve has been recorded on our condensed consolidated balance sheet as of March 31, 2025.

On August 14, 2023, plaintiffs Stephanie Ireland-Gordy and Shannon Ireland-Gordy filed a putative class action lawsuit against Tile, Life360, and Amazon.com, Inc.

District Court for the Northern District of California.

An amended complaint was filed on April 26, 2024, adding named plaintiffs Melissa Broad and Jane Doe.

Plaintiffs allege that Tile trackers were used by third parties to monitor their movements without their consent, and assert product liability and other claims.

At this time, a loss is not probable nor estimable, and as a result, no legal accrual has been recorded on our consolidated balance sheets as of March 31, 2025.

No litigation reserve was recorded on our condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, respectively.

Life360, Inc.

1 unchanged sentence

The Company has the following potentially outstanding common stock reserved for issuance:

As of September 30, As of December 31,

As of March 31, As of December 31,

Issuances under stock incentive plan, stock options 5,326,260 5,673,947

1 unchanged sentence

Issuances upon vesting of restricted stock units 4,465,914 5,091,601

Issuances upon conversion of convertible notes — 325,981

Shares reserved for shares available to be granted but not granted yet 16,567,240 12,815,029

26,367,175 23,588,338

As of September 30, 2024, the Company had outstanding warrants entitling the holder thereof to purchase 7,761 shares of Company common stock with an exercise price of $ 6.44 and expiry date of 2025.

As of December 31, 2023, the Company had outstanding warrants to purchase 137,658 shares of Company common stock with exercise prices ranging from $ 2.28 to $ 11.96 and expiry dates ranging from 2024 to 2026.

Refer to Note 8, "Convertible Notes" for further details.

As of March 31, 2025 and December 31, 2024, the Company had outstanding warrants entitling the holder thereof to purchase 7,761 shares of Company common stock with an exercise price of $ 6.44 and expiry date of September 2025.

Equity Incentive Plan

2011 Equity Incentive Plan

The Company’s equity incentive plan allows the Company to grant restricted stock units (“RSUs”), PRSUs, restricted stock, and stock options to employees and consultants of the Company and any of the Company’s parent, subsidiaries, or affiliates, and to the members of the Board of Directors.

The Company’s equity incentive plan allows the Company to grant restricted stock units (“RSUs”, which includes PRSUs), restricted stock, and stock options to employees and consultants of the Company and any of the Company’s parent, subsidiaries, or affiliates, and to the members of the Board of Directors.

The following summary of stock option activity for the periods presented is as follows (in thousands, except share and per share data):

10 unchanged sentences

Options cancelled/forfeited ( 813 ) 5.71

Balance as of September 30, 2024 5,896,659 6.15 4.2 195,741

Exercisable as of September 30, 2024 5,415,694 $ 5.62 4.1 $ 182,668

As of September 30, 2024, there was total unrecognized compensation cost for outstanding stock options of $ 2.6 million to be recognized over a period of approximately 1.3 years.

Balance as of March 31, 2025 5,326,260 5.99 3.4 172,495

Exercisable as of March 31, 2025 5,040,826 $ 5.65 3.4 $ 165,061

As of March 31, 2025, there was total unrecognized compensation cost for outstanding stock options of $ 1.6 million to be recognized over a period of approximately 0.8 years.

Restricted Stock Units

The Company did no t grant any new PRSUs during the three months ended March 31, 2025.

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Performance-based Restricted Stock Units

The Company granted 115,403 PRSUs (“the Target Grant”) to certain executive officers during the nine months ended September 30, 2024.

No PRSUs were granted to executive officers during the three months ended September 30, 2024, or during the three and nine months ended September 30, 2023.

The number of PRSUs that may vest depends on the extent to which the performance goals for the award are achieved over a one-year performance period, as determined by the Compensation Committee of the Board, up to a maximum of 200 % of the Target Grant.

The performance goals for the PRSUs consist of the following two metrics, each with a weighting of 50 %:

(1) a revenue metric for the year ended December 31, 2024;

and (2) an Adjusted EBITDA metric for the year ended December 31, 2024.

Each of the metrics are within the Company’s published revenue and Adjusted EBITDA guidance described in the Company’s press release furnished within Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 29, 2024.

The PRSU awards vest over a four-year period with 1/4th of the shares vesting after the first year and 1/16th of the shares vesting each quarter thereafter, subject to continuous service with the Company.

The Company uses the grant date fair value of the common stock to measure compensation expense for PRSU awards.

Compensation expense is recognized over the vesting period of the PRSU award using the graded-vesting attribution method and shares attained over target upon vesting will be recognized as awards granted in the period.

No PRSU awards vested as of September 30, 2024.

RSU, including PRSU, activity for the periods presented is as follows:

RSU activity for the periods presented is as follows:

Number of Shares Weighted

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Balance as of December 31, 2024 5,091,601 $ 19.22

RSUs & PRSUs granted 2,374,478 25.90

RSUs granted 214,622 43.02

RSUs vested and settled ( 663,207 ) 15.82

RSUs cancelled/forfeited ( 177,102 ) 15.88

Balance as of September 30, 2024 5,546,127 $ 17.92

As of September 30, 2024, there was unrecognized compensation cost for outstanding restricted stock units, including PRSUs, of $ 90.2 million to be recognized over a period of approximately 2.9 years.

Balance as of March 31, 2025 4,465,914 $ 20.86

As of March 31, 2025, there was unrecognized compensation cost for outstanding RSUs of $ 81.7 million to be recognized over a period of approximately 2.7 years.

The number of RSUs vested and settled includes shares of common stock that the Company withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.

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Stock-based compensation expense was allocated as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Cost of revenue

Subscription costs $ 193 $ 151 $ 555 $ 429

Hardware costs 204 266 612 715

Other costs — 10 4 32

Cost of subscription revenue

Cost of hardware revenue

Cost of other revenue

Total cost of revenue 403 347

3 unchanged sentences

Total stock-based compensation, net of amounts capitalized $ 9,889 $ 8,261

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

There was $ 0.1 million and $ 0.5 million of capitalized stock-based compensation costs recognized during the three and nine months ended September 30, 2024, respectively.

There was an immaterial amount of capitalized stock-based compensation costs recognized during the three and nine months ended September 30, 2023 .

Equity Awards Issued in Connection with Business Combinations

In connection with the acquisition of Jiobit in September 2021, the Company granted 43,083 service-based stock options under the Plan to certain Jiobit employees with an aggregate fair value of $ 0.5 million which vests ratably over the requisite service period.

As of September 30, 2024, there was $ 12 thousand of unrecognized compensation expense related to unvested assumed stock options, which is expected to be recognized over the remaining weighted average life of 0.4 years.

As of December 31, 2023, there was $ 0.1 million of unrecognized compensation expense related to unvested assumed stock options, which is expected to be recognized over the remaining weighted average life of 1 year.

In connection with the Tile acquisition in January 2022, the Company issued 1,499,349 shares of retention restricted stock units with an aggregate fair value of $ 29.6 million.

Of the 1,499,349 shares of retention restricted stock units, 787,446 shares valued at $ 15.6 million contained performance vesting criteria based on the achievement of certain company milestones during the three months ended March 31, 2022, and vest over a two-year period.

As of March 31, 2022, the vesting criteria had not been met and all 787,446 restricted stock units were forfeited.

The remaining 711,903 retention restricted stock units vest over a two -to- four-year period.

As of September 30, 2024, there was $ 0.4 million of unrecognized compensation expense related to the retention restricted stock units which is expected to be recognized over the remaining weighted average life of 1.3 years.

As of December 31, 2023, there was $ 0.7 million of unrecognized compensation expense related to the retention restricted stock units which is expected to be recognized over the remaining weighted average life of 1.9 years.

There was $ 0.3 million and an immaterial amount of capitalized stock-based compensation costs recognized during the three months ended March 31, 2025 and 2024, respectively.

The provision for income taxes for interim quarterly reporting periods is based on the Company's estimates of the effective tax rates for the full fiscal year, in accordance with ASC 740-270, Income Taxes, Interim Reporting .

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This is a driver for the annual estimated income tax rate used to calculate the provision for income taxes.

For the three and nine months ended September 30, 2024, the Company recorded a benefit from income taxes of $ 4.7 million and a provision for income taxes of $ 2.1 million, respectively.

For the three and nine months ended September 30, 2023, the Company recorded a benefit from income taxes of $ 0.2 million and a provision for income taxes of $ 0.2 million, respectively.

For the three months ended March 31, 2025 and 2024, the Company recorded a benefit from income taxes of $ 0.2 million and a provision for income taxes of $ 1.4 million, respectively.

Life360, Inc.

1 unchanged sentence

Related-Party Transactions

On June 6, 2024, in connection with its U.S.

IPO, the Company issued and sold 3,703,704 shares of common stock and certain selling securityholders including members of the Company’s board of directors, executive officers, non-executive employees, and other stockholders of the Company, sold 2,908,796 shares of common stock (including 862,500 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares) in each case at an offering price of $ 27.00 per share.

The Company received net proceeds of $ 93.0 million after deducting underwriting discounts and commissions of $ 7.0 million.

The Company did not receive any proceeds from the sale of shares of common stock by the selling securityholders.

The Company paid the underwriting discounts and commissions in connection with the sale of shares of common stock by the selling securityholders.

A summary of the expenses paid on behalf of the selling securityholders is detailed below (in millions):

Nine Months Ended September 30,

Executive Officers (1)

Board of Directors 3.9

Non-Executive Employees 0.1

(1) Includes $ 0.7 million in expenses paid on behalf of a securityholder who is both an executive officer and member of the board of directors.

No additional expenses were paid on behalf of the selling securityholders during the three months ended September 30, 2024.

The $ 5.5 million in total fees paid have been recorded within Other income (expense), net on the condensed consolidated statements of operations for the nine months ended September 30, 2024.

For additional details regarding this transaction, refer to the prospectus supplement filed with the SEC on June 6, 2024 as well as the registration statement on Form S-3 (File No.

333-279271) filed with the SEC on May 9, 2024, of which the prospectus supplement forms a part.

Defined Contribution Plan

The Company sponsors a defined contribution plan under Section 401(k) of the Internal Revenue Code covering substantially all employees over the age of 21 years.

Contributions made by the Company are voluntary and are determined annually by the Board of Directors on an individual basis subject to the maximum allowable amount under federal tax regulations.

Employer contributions to the plan were $ 0.1 million and $ 1.1 million for the three and nine months ended September 30, 2024, respectively, and immaterial for the three and nine months ended September 30, 2023, respectively .

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Hubble Transactions

In November and December 2024, the Company entered into a strategic partnership and series of transactions with Hubble Network, Inc.

(“Hubble”), including (i) a technology exclusivity and revenue share agreement (“Hubble Agreement”), (ii) the Related Party SAFE;

and (iii) Hubble’s issuance of the Related Party Warrant.

The Hubble Agreement has an initial term of 5 years beginning on November 12, 2024.

As part of this partnership, the Company will leverage Hubble’s global satellite infrastructure to introduce a new global location-tracking network service offering.

The partnership agreement includes revenue-share payments in which Hubble wil l pay the Company a percentage of revenue earned from leveraging the new global location-tracking network service offering.

The partnership also allows Hubble to purchase Tile hardware devices at a price equal to the Company’s burdened cost of goods sold plus 12.5 %.

The grant of the Related Party Warrant was considered non-cash consideration, which the Company measured at fair value on the date of issuance.

The Related Party Warrant includes various performance-based vesting conditions based on revenue and operational milestones to be measured and assessed throughout the term of the agreement.

The first tranche, consisting of 2,049,191 shares, of the Related Party Warrant vested as of March 31, 2025.

The warrant was valued using a Black Scholes option-pricing model, and the fair value of approximately $ 3.9 million is also included in prepaid expenses and other assets, noncurrent and deferred revenue on the Company’s consolidated balance sheets.

The fair value of the warrant included within deferred revenue is amortized to other revenue over the life of the agreement.

The Company recognized $ 0.3 million in other revenue on the condensed consolidated statements of operation and comprehensive income (loss) in connection with the Related Party Warrant during the three months ended March 31, 2025 .

Alex Haro, the founder, and Chief Executive Officer of Hubble is a co-founder, former executive, and existing member of the Company’s Board of Directors.

In addition, as part of the agreement, the Company obtained an observer right to Hubble’s board of directors.

As a result, all transactions with Hubble entered into in connection with the strategic partnership are considered related party transactions.

Net Income (Loss) Per Share

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Diluted net income (loss) per share reflects the potential dilution that could occur if options, RSUs, PRSUs, warrants, or other securities with features that could result in the issuance of common stock were exercised or converted to common stock using the treasury-stock method.

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except share and per share information):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended

Net income (loss) $ 4,378 $ ( 9,777 )

2 unchanged sentences

Dilutive effect of outstanding options, RSUs and warrants

7,851,836 — — —

Diluted 83,445,337 68,535,626

2 unchanged sentences

Diluted $ 0.05 $ ( 0.14 )

Certain potential shares of common stock were excluded from the diluted net loss per share calculation as their inclusion would have been antidilutive.

Certain potential shares of common stock were excluded from the diluted net income (loss) per share calculation as their inclusion would have been antidilutive.

Excluded shares are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended

Issuances under stock incentive plan, stock options — 6,186,944

3 unchanged sentences

Total 102,180 12,017,356

Outstanding PRSUs are not considered to be potential shares of common stock until performance goals and service requirements have been met.

As of September 30, 2024, no performance goals have been met and as a result no outstanding PRSUs are considered potential shares of common stock within the diluted net income (loss) per share calculation for any of the periods presented.

Life360, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Subsequent Events

In October 2024, the Company entered into a Manufacturing Services Agreement (“MSA”) with Jabil, Inc.

and Jabil Circuit (Singapore) Pte.

Ltd (collectively, “Jabil”), under which Jabil will continue to manufacture the Company’s Tile and Jiobit products as the designated sole contract manufacturer for Tile products and the primary manufacturer for Jiobit products.

The MSA has an initial term of three years and will automatically renew for one-year periods unless terminated by either party.

On November 12, 2024 (the “Effective Date”), the Company entered into a series of transactions with Hubble Network, Inc.

(“Hubble”), subject to Hubble shareholder approval, including (i) a technology exclusivity and revenue sharing agreement (the “Hubble Agreement”), (ii) a $ 5.0 million Simple Agreement for Future Equity (“SAFE”) investment by the Company into Hubble;

and (iii) Hubble’s issuance of a warrant to the Company to purchase Hubble common stock.

The Hubble Agreement has an initial term of 5 years beginning on the Effective Date.

On May 12, 2025, the Company entered into a series of transactions with Aura Consolidated Group, Inc (“Aura”) including (i) a 3 year advertising partnership and revenue sharing agreement intended to expand the Company's other revenue channels and subscription membership offerings, and (ii) a $ 25 million convertible note investment by the Company into Aura.

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

What changed 10-Q

Item 1. Financial Statements