What changed in this filing

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Item 1A. Risk Factors

2026-03-16 compared with 2025-03-14 · 135 added, 148 removed, 867 unchanged (25% of the section changed)

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• Our business depends significantly on our ability to retain our key personnel, attract new personnel, and manage attrition.

• Our contingent pricing arrangement program offers contingent pricing and if we are unsuccessful at achieving customer objectives, the program could result in operating losses.

• There can be no assurance that further restructuring activities will not be necessary or that we will realize the intended operational efficiencies and cost savings from our restructuring initiatives.

• Our expansion into new products, services, and technologies could subject us to additional risks.

• If we do not successfully integrate past or potential future acquisitions, we may not realize the expected business or financial benefits and our business could be adversely impacted.

• We may not be able to refinance our substantial indebtedness before it becomes due.

In addition, capital needs necessary to execute our business strategy could increase substantially.

There is a significant risk that we may not be able to secure necessary financing on commercially reasonable terms, or at all.

• If we do not effectively implement our plans to migrate our technology infrastructure to the public cloud, our operations could be significantly disrupted.

• Capital requirements to execute our business strategy or refinance our existing indebtedness could increase substantially, and there is a significant risk that we may not be able to secure necessary financing on commercially reasonable terms, or at all.

• Our sales cycles can be lengthy, and the timing of sales can cause our operating results to vary significantly.

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• If our goodwill or long-lived assets become impaired, we may be required to record a significant charge to earnings.

• If we are unable to develop and maintain successful relationships with partners, service partners, social media, and other third-party consumer messaging platforms and endpoints, our business, results of operations, and financial condition could be adversely affected.

• If we are unable to develop and maintain successful relationships with technology partners, strategic partners, social media, and other third-party consumer messaging platforms and endpoints, our business, results of operations, and financial condition could be adversely affected.

• If we are unable to effectively operate on mobile devices, our business could be adversely affected.

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• Servicing our debt may require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness.

• The terms of our First Lien Convertible Senior Notes due 2029 require us to meet certain operating and financial covenants and place restrictions on our operating and financial flexibility.

• The terms of our First Lien Convertible Senior Notes due 2029 and 10.0% Second Lien Senior Subordinated Secured Notes require us to meet certain operating and financial covenants and place restrictions on our operating and financial flexibility.

If we raise additional capital through debt financing, the terms of any new debt could further restrict our ability to operate our business.

• We may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible debt securities and cash-settled warrants in cash or to repurchase our outstanding convertible debt securities upon a fundamental change, and any future debt may contain limitations on our ability to pay cash upon conversion or repurchase of our outstanding convertible debt securities and cash-settled warrants.

fundamental change, and any future debt may contain limitations on our ability to pay cash upon conversion or repurchase of our outstanding convertible debt securities and cash-settled warrants.

• Provisions in the indentures for our outstanding convertible debt securities may deter or prevent a business combination that may be favorable to security holders.

• Our stock price has been, and may continue to be, highly volatile, which could reduce the value of your investment and subject us to litigation.

• If our common stock continues to trade below $1.00, we may fail to meet the continued listing requirements of The Nasdaq Stock Market LLC, which could result in a delisting of our common stock.

• Our failure to comply with the continued listing requirements of The Nasdaq Global Select Market could result in a delisting of our common stock.

• Our common stock is traded on more than one market and this may result in price variations.

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In some cases, our agreements are terminable or may terminate upon 30 to 90 days’ notice without penalty.

Factors including dissatisfaction with the nature or quality of our services as well as reductions in our customers’ spending levels, or declines in customer activity as a result of general economic conditions or uncertainty in financial markets, could lead customers to terminate our service.

Factors including dissatisfaction with the nature or quality of our services, or customer uncertainty regarding our financial stability, as well as reductions in our customers’ spending levels, or declines in customer activity as a result of general economic conditions or uncertainty in financial markets, could lead customers to terminate our service.

If a significant number of our customers, or any one customer to whom we provide a significant amount of services, were to terminate services, reduce the amount of services purchased, or fail to purchase additional services, our results of operations may be negatively and materially affected.

We depend on monthly fees and interaction-based fees from our services for substantially all of our revenue.

As part of our strategy, we frequently offer customers subscriptions with interaction-based fees.

As part of our strategy, we offer customers subscriptions with interaction-based fees.

While this interaction-based fee model has demonstrated success in our business to date, it could potentially produce greater variability in our revenue as revenue in this model is impacted by the number of interactions that our customers generate through use of our products.

Because of the small amount of services historically sold in initial orders, we depend significantly on the growth of our customer base, sales to new customers and sales of additional services to our existing customers.

If we are able to obtain additional customers or if existing customers decline to purchase additional services, our revenues will be adversely affected.

If we are unable to obtain additional customers or if existing customers decline to purchase additional services, our revenues will be adversely affected.

Supporting our customer base requires intensive personnel, infrastructure and resource commitment, and if we are unable to scale our operations and increase productivity, we may not be able to successfully implement our business plan.

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The loss of key employees could seriously harm our ability to release new products and services and upgrade existing products and services on a timely basis, and put us at a competitive disadvantage.

In the technology industry, there is substantial competition for key personnel, including skilled engineers, sales executives and operations personnel.

In the technology industry, there is substantial competition for key personnel, including skilled engineers (particularly with backgrounds in AI and machine learning), sales executives and operations personnel.

We may not be able to successfully recruit, integrate and retain qualified personnel in the future, which could impact our ability to innovate and deliver new or updated products to our customers, which could harm our business.

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For example, such remote work arrangements may present workplace culture challenges.

In addition, AI technologies, which are integrated into our operations, may disrupt workforce needs and could adversely affect our operations if not appropriately managed.

We expect to evaluate our needs and the performance of our staff on a periodic basis and may choose to make adjustments in the future.

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Thus, any significant amount of staff attrition could cause our business and financial results to suffer.

Our contingent pricing arrangement program offers contingent pricing and if we are unsuccessful at achieving customer objectives, the program could result in operating losses.

The Company has developed a fully managed solution where LivePerson provides messaging and AI automation technology as well as labor, automation, and end-to-end program management.

This program pricing is contingent on the degree to which a customer achieves its financial objectives, such as increased revenue or reduced operating costs.

If we are unsuccessful in achieving these objectives for our customers (including as a result of broader market events, such as inflation and recessionary pressures or decreased consumer confidence), it will reduce the revenue that we recognize and could result in our operating the program at a financial loss, which could have a materially adverse impact on our financial results.

There can be no assurance that further restructuring activities will not be necessary or that we will realize the intended operational efficiencies and cost savings from our restructuring initiatives.

We have undertaken several restructuring initiatives to realign our cost structure with our current business model, a changing competitive environment and changes in our commercial performance.

We have flattened the Company’s organizational structure to align to more efficient sales and service support, and continue to reduce cash expenditures.

However, there can be no assurance that we will realize the intended operational efficiencies and cost savings from these restructuring initiatives.

Our restructuring initiatives may yield unintended consequences, such as loss of institutional knowledge and expertise of departing employees;

strain on our workforce;

difficulty in recruiting, integrating and retaining qualified personnel;

reduced ability to pursue innovation or otherwise to operate or grow our business;

loss of customers or partners, and other adverse effects on our business.

Furthermore, in the short term, some of the anticipated savings have been or are expected to be partially offset by severance and other related costs.

Our expansion into new products, services, and technologies could subject us to additional risks.

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In addition, new and evolving products, services, and technologies, including those that use AI, machine learning, and blockchain, can raise ethical, technological, legal, regulatory, and other challenges, which may negatively affect our business and demand for our products and services.

Profitability, if any, in our newer activities may not meet our expectations, and we may not be successful enough in these newer activities to recoup our investments in them.

Profitability, if any, in our newer activities may not meet our expectations, and we may not be successful enough in these newer activities to recoup our investments

Failure to realize the benefits of amounts we invest in new technologies, products, or services could result in the value of those investments being written down or written off.

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If we do not effectively implement our plans to migrate our technology infrastructure to the public cloud, our operations could be significantly disrupted.

We have begun the process of migrating our technology infrastructure to the public cloud.

This initiative is a major undertaking as we migrate and reconfigure our current system processes, transactions, data and controls to a new cloud-based platform.

We are progressing the process of migrating our technology infrastructure to the public cloud.

This initiative is a major undertaking as we migrate and reconfigure our system processes, transactions, data and controls to a new cloud-based platform.

It could have a significant impact on our business processes, financial reporting, information systems and internal controls.

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Additionally, we may in the future be unable to secure additional cloud hosting capacity on commercially reasonable terms or at all.

If any of our public cloud providers increases pricing terms, terminates or seeks to terminate our contractual relationship, establishes more favorable relationships with our competitors, or changes or interprets their terms of service or policies in a manner that is unfavorable to us, we may be required to transfer to another provider and may incur significant costs and experience service interruptions.

unfavorable to us, we may be required to transfer to another provider and may incur significant costs and experience service interruptions.

We have limited control over the public cloud operations and facilities on which we plan to host our technology infrastructure.

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Interruptions in our services might reduce our revenue, cause us to issue credits to customers, subject us to potential liability, and cause customers to terminate their subscriptions or harm our renewal rates.

We may not be able to refinance our substantial indebtedness before it becomes due.

In addition, capital needs necessary to execute our business strategy could increase substantially.

There is a significant risk that we may not be able to secure necessary financing on commercially reasonable terms, or at all.

Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to refinance our outstanding indebtedness.

In particular, we have $361.2 million in aggregate principal amount of 0% Convertible Notes due in December 2026 (“2026 Notes”) and $207.1 million in aggregate principal amount of First Lien Convertible Senior Notes due 2029 (“2029 Notes”).

Further, our 2029 Notes will come due 91 days before the maturity of the 2026 Notes, if greater than $60.0 million principal amount of our 2026 Notes remains outstanding on such date.

From time to time, we have explored, and expect to continue to explore, a variety of transactions to improve our liquidity and/or to refinance our indebtedness, including issuing new debt or equity and repurchasing outstanding notes in the open market with available liquidity.

We cannot assure you that we will enter into or consummate successfully any liquidity-generating or debt refinancing transactions, and we cannot currently predict the impact that any such transactions, if consummated, would have on us.

Capital requirements to execute our business strategy or refinance our existing indebtedness could increase substantially, and there is a significant risk that we may not be able to secure necessary financing on commercially reasonable terms, or at all.

If additional funds are raised through the issuance of debt or preferred equity securities, or borrowing from financial institutions under credit facilities, these instruments could require materially higher interest payments than we have historically paid, have rights, additional preferences, and privileges senior to holders of common stock, and could have terms that impose further restrictions on our operations.

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We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted in such a way as to make compliance infeasible.

If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction

fees and lose our ability to accept credit and debit card payments from our customers or facilitate other types of online payments, and our business and operating results could be adversely affected.

If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our customers or facilitate other types of online payments, and our business and operating results could be adversely affected.

We are also subject to a number of other laws and regulations relating to money laundering, international money transfers, privacy and information security, and electronic fund transfers.

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The design of a control system must reflect the fact that resource constraints exist, and the benefits of controls must be considered relative to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Further, because of the inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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Over time, controls may become inadequate due to changes in conditions or deterioration in the degree of compliance with policies or procedures.

As a non-accelerated filer, we are no longer required to include, and have not included in this Annual Report, an attestation report from our independent registered public accounting firm as to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act.

If and when we again become subject to the auditor attestation requirements under Section 404(b) of the Sarbanes Oxley Act, 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.

Including such an attestation report would also cause us to incur additional expenses, which may be significant.

There can be no assurance that control issues will not be identified in the future.

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We review our goodwill for impairment at least annually and when events or changes in circumstances indicate that the carrying value may not be recoverable.

Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable include a decline in stock price and market capitalization, reduced future cash flow estimates, and slower growth rates in our industry.

As discussed in Note 5 – Goodwill and Intangible Assets, Net in the Notes to the Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K, we have experienced impairments in the past, and from time to time, we may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, resulting in a negative impact on our results of operations.

Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or long-lived assets may not be recoverable include a decline in stock price and market capitalization, reduced future cash flow estimates, and slower growth rates in our industry.

As discussed in Note 5 – Goodwill and Intangible Assets, Net in the Notes to the Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K, we have experienced impairments in the current year and in the past, and from time to time, we may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill or long-lived assets is determined, resulting in a negative impact on our results of operations.

Risks Related to Industry Dynamics and Competition

If we are unable to develop and maintain successful relationships with partners, service partners, social media, and other third-party consumer messaging platforms and endpoints, our business, results of operations, and financial condition could be adversely affected.

WhatsApp, Apple Business Chat, Google Rich Business Messenger, Line, Kakao Talk, Instagram, and WeChat.

Accordingly, we have identified and developed, and maintain, strategic relationships with many key technology partners.

If we are unable to develop and maintain successful relationships with technology partners, strategic partners, social media, and other third-party consumer messaging platforms and endpoints, our business, results of operations, and financial condition could be adversely affected.

We believe that continued growth for companies in our industry depends, in part, on enabling brands to connect with consumers across consumers’ preferred conversational channels and messaging endpoints, such as SMS, Facebook Messenger, WhatsApp, Apple Business Chat, Google Rich Business Messenger, Line, Kakao Talk, Instagram, and WeChat.

Accordingly, we

have identified and developed, and maintain, strategic relationships with many key technology partners.

As part of our growth strategy, we plan to further develop partnerships and specific solution areas with additional technology partners.

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Additionally, even if we are successful at developing these relationships, but there are problems or issues with the integrations, or our ability to scale and onboard our customers onto new endpoints, our reputation and our prospects may be adversely affected.

We have begun the process of migrating our technology infrastructure to the public cloud and may in the future be unable to secure additional cloud hosting capacity on commercially reasonable terms or at all.

We are progressing the process of migrating our technology infrastructure to the public cloud and may in the future be unable to secure additional cloud hosting capacity on commercially reasonable terms or at all.

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We have current and potential competitors in many different industries, including:

• technology or service providers offering or powering competing digital engagement, contact center, communications, or customer relationship management solutions, such as eGain, Genesys, Nuance, Oracle, Salesforce.com and Twilio;

• AI-native companies and emerging startups that leverage generative AI and LLMs as the core foundation of their architecture, offering highly specialized, autonomous, or automated solutions that may bypass traditional business process workflows or displace established user interfaces;

• service providers that offer basic messaging products or services with limited functionality free of charge or at significantly reduced entry level prices;

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imports and retaliatory tariffs), which could impact our global operations and our business.

Additionally, the increasing conflicts in the Middle East, including the conflict between the United States and Israel and Iran, could result in additional disruptions in the commodities markets, supply chain and the global and U.S.

Global credit and financial markets have in the past experienced extreme disruptions, including diminished liquidity and credit availability and rapid fluctuations in market valuations.

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In the event that industry conditions deteriorate in one or more of these industries, we could experience, among other things, cancellation or non-renewal of existing contracts, reduced demand for our products and reduced sales.

Weak economic conditions may cause our customers to experience difficulty in supporting their current operations and implementing their business plans.

Our customers

may reduce their spending on our services, may not be able to discharge their payment and other obligations to us, may experience difficulty raising capital, or may elect to scale back the resources they devote to customer service and/or sales and marketing technology, including services such as ours.

Weak economic conditions may cause our

customers to experience difficulty in supporting their current operations and implementing their business plans.

Our customers may reduce their spending on our services, may not be able to discharge their payment and other obligations to us, may experience difficulty raising capital, or may elect to scale back the resources they devote to customer service and/or sales and marketing technology, including services such as ours.

Economic conditions may also lead consumers and businesses to postpone spending, which may cause our customers to decrease or delay their purchases of our products and services.

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A breach or unauthorized access, or attempts by outside parties to fraudulently induce employees, users, vendors, or customers to disclose sensitive information in order to gain access to our data or data of our customers, users, experts, or consumers, including, but not limited to, individual personal information and financial credit or debit card data that is protected by law or contract, could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the security of our products and services that could potentially have an adverse effect on our business.

While we continue to take measures to enhance our information security program and safeguard our products and services, cybersecurity threats and vulnerabilities in desktop computers, mobile phones, smartphones and handheld devices, as well as cyber-attacks, cybersecurity threats, malicious actors and other security incidents continue to evolve in sophistication and frequency industry-wide, and there can be no assurance that we can prevent all security risks.

Furthermore, while the Company has designed an information security program to protect our information systems from cybersecurity threats, and to ensure the confidentiality, integrity and availability of systems and information used, owned or managed by the Company related to our

employees, our customers and their users, implementation of the supporting controls has coverage gaps and weaknesses and potential for human error that could provide threat actors a window of time to exploit such weaknesses before they are identified and/or addressed.

While we continue to take measures to enhance our information security program and safeguard our products and services, cybersecurity threats and vulnerabilities in desktop computers, mobile phones, smartphones and handheld devices, as well as cyber-attacks, cybersecurity threats, malicious actors and other security incidents continue to evolve in sophistication (including through the use of artificial intelligence by threat actors) and frequency industry-wide, and there can be no assurance that we can prevent all security risks.

Furthermore, while the Company has designed an information security program to protect

our information systems from cybersecurity threats, and to ensure the confidentiality, integrity and availability of systems and information used, owned or managed by the Company related to our employees, our customers and their users, implementation of the supporting controls has coverage gaps and weaknesses and potential for human error that could provide threat actors a window of time to exploit such weaknesses before they are identified and/or addressed.

The goal of the information security program is to manage risks in a prioritized fashion;

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Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems are constantly evolving in sophisticated ways to avoid detection and often are not recognized until launched against a target, it may be difficult or impossible for us to anticipate or identify these techniques or to implement adequate preventative measures.

And while technological advancements enable more data and processes, such as mobile computing and mobile payments, they also increase the risk that cyber-attacks and other security incidents will occur.

Additionally, the global threat of cyber-attacks has increased in response to the Russia-Ukraine war and the Israel-Hamas war.

And while technological advancements enable more data and processes, such as AI, mobile computing and mobile payments, they also increase the risk that cyber-attacks and other security incidents will occur.

Additionally, the global threat of cyber-attacks has increased in response to the Russia-Ukraine war and conflicts in the Middle East involving Hamas, Israel, Iran, other nation-states and related state-sponsored actors.

An advanced threat actor of high sophistication, such as a nation state, with essentially unlimited resources, poses a significant risk to LivePerson and arguably all similarly situated firms with LivePerson’s size and resources.

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Furthermore, certain software and services that we use to operate our business are hosted and/or operated by third parties or integrated with our systems.

As we expand our use of cloud-based services, we will increasingly rely on third-party cloud

providers to maintain appropriate safeguards to protect confidential or personal data we receive.

As we expand our use of cloud-based services, we will increasingly rely on third-party cloud providers to maintain appropriate safeguards to protect confidential or personal data we receive.

While we have conducted initial due diligence on these cloud providers with respect to their security and business controls, we may not have the visibility to effectively monitor the implementation, configuration, and efficacy of these controls.

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We also rely on the security of our third-party service providers to protect our proprietary information and information of our customers and their end users.

IT system failures, including a breach of our or our third-party service providers’ data security, could disrupt our ability to function in the normal course of business by potentially causing, among other things, an unintentional disclosure of customer information or loss of information.

Additionally, despite our security procedures or those of our third-party

service providers, information systems may be vulnerable to threats such as computer hacking, ransomware, cyber-terrorism or other unauthorized attempts by third parties to access, obtain, modify or delete our or our customers’ data.

IT system failures, including a breach of our or our third-party service providers’ data security,

could disrupt our ability to function in the normal course of business by potentially causing, among other things, an unintentional disclosure of customer information or loss of information.

Additionally, despite our security procedures or those of our third-party service providers, information systems may be vulnerable to threats such as computer hacking, ransomware, cyber-terrorism or other unauthorized attempts by third parties to access, obtain, modify or delete our or our customers’ data.

Any such breach could have a material adverse effect on our operating results and our reputation as a provider of business collaboration and communications solutions and could subject us to significant penalties and negative publicity, as well as government investigations and claims for damages or injunctive relief under state, federal and foreign laws or contractual agreements.

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GDPR”), a version of the GDPR as implemented into the laws of the U.K.

While the GDPR and U.K.

GDPR remain substantially similar for the time being, the U.K.

government has announced that it would seek to chart its own path on data protection and reform its relevant laws, including in ways that may differ from the GDPR in some respects.

While these developments increase uncertainty with regard to data protection regulation in the U.K., even in their current, substantially similar form, the GDPR and U.K.

GDPR can expose businesses to divergent parallel regimes that may be subject to potentially different interpretations and enforcement actions for certain violations and related uncertainty.

In recent years, the UK government has introduced proposed legislation intended to create a more business-friendly regime in the UK through changes to data protection legislation.

On June 19, 2025, the UK government enacted the U.K.

Data (Use and Access) Act 2025 (phasing in between June 2025 and June 2026), which includes targeted amendments to the U.K.

GDPR that cause it to expressly deviate from the GDPR in certain respects.

This may lead to additional compliance costs and could increase overall risk exposure as we may no longer be able to take a unified approach across the E.U.

and may need to amend our processes and procedures to align with the new framework.

In November 2025, the European Commission proposed the “digital omnibus” initiative, which aims to simplify and partially relax the GDPR and related digital laws and reduce administrative burden, although it is unclear what changes will be made, and if or when the proposed digital omnibus initiative may become law.

These developments increase uncertainty with regard to data protection regulation in the E.U.

and U.K., and could expose businesses to divergent parallel regimes that may be subject to potentially different interpretations and enforcement actions for certain violations and related uncertainty.

The GDPR and U.K.

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and U.K.) or lawsuits by private parties, and our business could be negatively impacted.

has also released a proposed Regulation on Privacy and Electronic Communications (“e-Privacy Regulation”) to replace the E.U.’s Privacy and Electronic Communications Directive (“e-Privacy Directive”) to, among other things, better align with the GDPR, to amend the current e-Privacy Directive’s rules on the use of cookies and other tracking technologies, and to harmonize across current E.U.

We are also subject to evolving and uncertain privacy laws on cookies, tracking technologies and e-marketing.

For example, in February 2025, the E.U.

withdrew a proposed Regulation on Privacy and Electronic Communications (“e-Privacy Regulation”) which would have replaced the E.U.’s Privacy and Electronic Communications Directive (“e-Privacy Directive”) to, among other things, better align with the GDPR, to amend the current e-Privacy Directive’s rules on the use of cookies and other tracking technologies, and to harmonize across current E.U.

member state e-privacy data protection laws.

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to the United States.

In recent years, the UK government has introduced proposed legislation intended to create a more business-friendly regime in the UK through changes to the existing data protection legislation.

At this stage it is unclear whether and when changes to the legislation will be adopted and whether such legislative reforms could potentially lead the European Commission not to extend or to revoke the UK adequacy decision.

We also currently rely on the E.U.

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We expect the existing legal complexity and uncertainty regarding international personal data transfers to continue.

In particular, we expect the DPF Adequacy Decision to be challenged and international transfers to the United States and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators.

If the transfer mechanisms we rely on are not sufficient and we are unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services and could adversely affect our financial results, and, until the legal uncertainties regarding how to legally continue transfers pursuant to the standard contractual clauses and other mechanisms are settled, we will continue to face uncertainty as to whether our efforts to comply

with our obligations under the GDPR and U.K.

In particular, the DPF Adequacy Decision is being challenged in the European Court of Justice and we expect international transfers to the United States and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators.

GDPR will be sufficient.

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Such legislation typically focuses on restricting the proliferation of software that, when installed on an end user’s computer, is used to intentionally and deceptively take control of the end user’s machine.

We do not believe that the data monitoring methods that we employ constitute “spyware” or are prohibited by applicable laws.

not believe that the data monitoring methods that we employ constitute “spyware” or are prohibited by applicable laws.

However, federal, state and foreign laws and regulations, many of which can be enforced by government entities or private parties, are constantly evolving and can be subject to significant changes in application and interpretation.

If, for example, the scope of the

previously mentioned “spyware” legislation were changed to include web analytics, such legislation could apply to the technology we use and potentially restrict our ability to conduct our business.

If, for example, the scope of the previously mentioned “spyware” legislation were changed to include web analytics, such legislation could apply to the technology we use and potentially restrict our ability to conduct our business.

Similarly, some U.S.

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Requirements that a website must first obtain consent from its web visitors before using our technology could reduce the amount and value of the services we provide to customers, which might impede sales and/or cause some existing customers to discontinue using our services or could subject us to fines and/or proceedings by governmental agencies, regulatory bodies, and/or private litigation, which could materially and adversely affect our business, financial condition and results of operations.

There has been an increased focus in 2024 on laws and regulations related to AI.

There continues to be an increased focus on laws and regulations related to AI.

For example, states, regions and supranational bodies, including the European Union and the United States, have passed or proposed new rules and regulations related to the development and use of AI technology, which cover, among other things, consumer protection, algorithmic accountability, privacy and transparency.

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The Trump administration then issued a new Executive Order that, among other things, directed the heads of various federal governmental bodies to review actions taken under the Biden Executive Order and develop a new action plan with respect to AI-related matters.

In December 2025, the Trump administration issued another Executive Order, which, among other things, established an AI Litigation Task Force to challenge state AI laws, and directed the heads of various federal governmental bodies to conduct a comprehensive review of existing state AI laws and draft legislative recommendations for a uniform federal AI framework to preempt conflicting state laws.

In Europe, the EU AI Act, enacted on August 1, 2024, began to apply in February 2025, with the remaining requirements to become effective on a staggered basis through August 2027.

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Further, various federal, state and foreign government bodies and agencies are highly focused on consumer protection initiatives, particularly in light of the increase in new technologies and services that incorporate or use bots, AI and/or machine learning.

For example, the California B.O.T.

Act requires that companies using bots on platforms with more than ten million unique monthly visitors from the U.S.

use clear and conspicuous disclosure to inform consumers that they are not speaking to a human.

Similar bills have been introduced from time to time at the state and federal level in recent years.

Further, the use of certain AI and machine learning may be subject to laws and evolving regulations, controlling for, among other things, data bias and antidiscrimination.

For example, the California Bolstering Online Transparency Act requires that companies using bots on platforms with more than ten million unique monthly visitors from the U.S.

use clear and conspicuous disclosure to inform consumers that they are not speaking to a human, and a similar law went into effect in Maine in June 2025.

Similar laws have been enacted in other states or have been proposed from time to time at the state and federal level in recent years.

Further, the use of certain AI and machine learning may be subject to laws and evolving regulations, controlling for, among other things, data bias and

antidiscrimination.

For example, the Federal Trade Commission (“FTC”) enforces consumer protection laws such as Section 5 of the FTC Act, which prohibits unfair and deceptive practices, including use of biased algorithms in AI.

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Given the increased focus by the FTC and other regulators on the use of AI, it is likely that additional laws, regulations, and standards related to AI may be introduced in the future.

Regulation in this area could impact how businesses use our products and services to interact with consumers and how we provide our

services to our customers.

Regulation in this area could impact how businesses use our products and services to interact with consumers and how we provide our services to our customers.

As regulatory scrutiny of AI continues to grow, we may need to modify or restrict certain AI-driven functionalities in our products or services, which could impact their adoption or effectiveness.

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This review may result in new laws or the promulgation of new regulations or guidelines that may apply to our products and services.

For example, the State of California and other states have passed laws relating to disclosure of companies’ practices with regard to global opt-out signals from internet browsers, the ability to delete information of minors, age appropriate design obligations for companies that offer online services, products or features “likely to be accessed” by children, and new data breach notification requirements.

Washington State recently enacted the “My Health, My Data Act,” which broadly protects the privacy of certain personal health information and generally requires consent for the collection, use, or sharing of any such information.

For example, the State of California and other states have passed laws relating to disclosure of companies’ practices with regard to global opt-

out signals from internet browsers, the ability to delete information of minors, age appropriate design obligations for companies that offer online services, products or features “likely to be accessed” by children, and new data breach notification requirements.

Washington State in 2023 enacted the “My Health, My Data Act,” which broadly protects the privacy of certain personal health information and generally requires consent for the collection, use, or sharing of any such information.

Similarly, outside the E.U.

and the U.S., a number of countries have adopted or are considering privacy laws and regulations that may result in significant greater compliance burdens.

practices and collection and use of data from mobile devices, new and existing tools that allow consumers to block online advertising and other content, and other proposed online privacy legislation could potentially apply to some of our current or planned products and services.

Existing and proposed laws and regulations regarding cybersecurity and monitoring of online behavioral data, such as proposed “Do Not Track” regulations, regulations aimed at restricting certain targeted advertising practices and collection and use of data from mobile devices, new and existing tools that allow consumers to block online advertising and other content, and other proposed online privacy legislation could potentially apply to some of our current or planned products and services.

Existing and proposed laws and regulations related to email and other categories of electronic spam could impact the delivery of commercial email and other electronic communications by us or on behalf of customers using our services.

The FTC in particular has aggressively investigated and brought enforcement actions against companies that fail to comply with their privacy or data security commitments to consumers, or fail to comply with regulations or statutes such as the Children’s Online Privacy Protection Act.

The FTC adopted amendments to COPPA rules earlier this year to reflect changes in technology that have occurred since the COPPA rules were last updated in 2013.

Any investigation or review of our practices may require us to make changes to our products and policies, which could harm our business.

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Export Administration Regulations and various economic and trade sanctions regulations administered by the U.S.

Treasury Department’s Office of Foreign Assets Control.

Department’s Office of Foreign Assets Control.

Exports of our products and the provision of our services must be made in compliance with these laws and regulations.

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Obtaining the necessary authorizations, including any required license, for a particular deployment may be time-consuming, is not guaranteed and may result in the delay or loss of sales opportunities.

In addition, changes in our products or services, or changes in applicable export or economic sanctions regulations may create delays in the introduction and deployment of our products and services in international markets, or, in some cases, prevent the export of our products or provision of our

services to certain countries or end users, or for certain end uses.

Any change in export or economic sanctions regulations, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could also result in decreased use of our products and services, or in our decreased ability to export our products or provide our services to existing or prospective customers with international operations.

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The costs of compliance with, and other burdens imposed by, industry-specific laws, regulations and interpretive positions may limit our customers’ use and adoption of our services and reduce overall demand.

For example, some financial services regulators have imposed guidelines for use of cloud computing services that mandate specific controls or that require financial services providers to obtain regulatory

approval prior to outsourcing certain functions.

If we are unable to comply with these guidelines or controls, or if our customers are unable to obtain regulatory approval to use our service where required, our business may be harmed and we may be unable to conduct business with customers in such industries.

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For example, in the United States, the CAN-SPAM Act regulates the transmission and content of commercial emails, and, among other things, obligates the sending of such emails to provide recipients with the ability to opt-out or unsubscribe and other requirements;

and the Children’s Online Privacy Protection Act regulates the ability of certain online services to collect or use certain categories of information from children under age 13 absent parental consent.

and COPPA regulates the ability of certain online services to collect or use certain categories of information from children under age 13 absent parental consent.

Additionally, several states are considering or have passed social media age design laws that require age verifications and implement additional protections for children.

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In addition, our server infrastructure consumes significant energy resources, including those generated by the burning of fossil fuels.

Increased energy consumption, including as a result of AI-related growth, climate-change events, energy market volatility and power grid disruptions, may increase costs across our value chain.

We also face climate change risks associated with the process of transitioning to a low-carbon economy.

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Others may develop technologies that are similar or superior to our technology.

We enter into confidentiality and other written agreements (including invention assignment agreements) with our employees, consultants, customers, potential customers, strategic partners, and other third parties, and through these and other written agreements, we seek to control access to and distribution of our software, documentation and other proprietary information.

to control access to and distribution of our software, documentation and other proprietary information.

Despite our efforts to protect our proprietary rights, third parties may, in an unauthorized manner, attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights or technology or otherwise develop a service with the same functionality as our services.

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The duration of the protection afforded to our intellectual property depends on the type of property in question, the laws and regulations of the relevant jurisdiction and the terms of its license agreements with others.

With respect to our trademarks and trade names, trademark laws and rights are generally territorial in scope and limited to those countries where a mark has been

registered or protected.

With respect to our trademarks and trade names, trademark laws and rights are generally territorial in scope and limited to those countries where a mark has been registered or protected.

While trademark registrations may generally be maintained in effect for as long as the mark is in use in the respective jurisdictions, there may be occasions where a mark or title is not registrable or protectable or cannot be used in a particular country.

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As with many disruptive innovations, AI presents risks and challenges that could affect its adoption, and therefore our business.

AI algorithms and models may be flawed.

AI algorithms and models may be flawed, including in ways that may be difficult to anticipate, detect or control.

Datasets may be insufficient or contain biased information.

Content generated by AI systems may be offensive, illegal, or harmful.

Inappropriate or controversial data practices by us or others could impair the acceptance of AI solutions.

Inappropriate or controversial data practices by us or others could

impair the acceptance of AI solutions.

These deficiencies could undermine the decisions, predictions, or analysis AI applications produce.

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Social and ethical issues relating to new and evolving uses of AI that we may offer may result in reputational harm and liability and may cause us to incur additional research and development (“R&D”) costs to resolve such issues.

If we enable or offer AI solutions that have unintended consequences, unintended usage, or are controversial because of their impact on human rights, privacy, employment, intellectual property, or other social issues, we may experience a material adverse effect on our business, results of operations and cash flows.

These risks may be heightened as AI applications are integrated into a broader range of our products and services.

The regulatory landscape regarding AI is evolving globally.

Potential government regulation related to AI use and ethics may also increase the burden and cost of operations and R&D efforts in this area, and the risk of regulatory compliance issues or

other liabilities.

Potential government regulation related to AI use and ethics may also increase the burden and cost of operations and R&D efforts in this area, and the risk of regulatory compliance issues or other liabilities.

Failure to properly remediate AI usage, legal or ethics issues may cause public confidence in AI to be undermined, which could slow adoption of AI in our offerings.

The rapid evolution of AI will require the application of resources to develop, test and maintain our products and services to help ensure that AI is implemented ethically in order to minimize unintended, harmful impact.

If we enable or offer AI solutions that are controversial because of their impact on human rights, privacy, employment, intellectual property, or other social issues, we may experience a material adverse effect on our business, results of operations and cash flows.

Inadequate or ineffective AI development, testing, deployment, content labeling, governance, monitoring or oversight, whether by us or others, could result in our solutions not operating as intended or with reduced functionality, reduced acceptance of our products and services or diminished confidence in the decisions, predictions, analysis or other content that our AI applications produce.

We may be subject to legal liability and/or negative publicity for the services provided to consumers via our technology platforms.

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We may be unsuccessful in expanding our operations internationally due to additional regulatory requirements, tax liabilities, currency exchange rate fluctuations, and other risks, which could adversely affect our results of operations.

In addition to our operations in the U.S., we have operations in Australia, Brazil, Bulgaria, Canada, Costa Rica, France, Germany, Israel, India, Italy, Japan, Mexico, the Netherlands, Singapore, Spain, and the U.K.

In addition to our operations in the U.S., we have operations in Australia, Bulgaria, Canada, France, Germany, Israel, India, Italy, Japan, Mexico, the Netherlands, Singapore, Spain, and the U.K.

We have also invested in global messaging initiatives and in acquisitions.

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• international legal, compliance, political, regulatory or systemic restrictions, or other international governmental scrutiny, applicable to U.S.

companies with sales and operations in foreign countries, including, but not limited to, possible compliance issues involving the U.S.

companies with sales and operations in foreign countries, including, but not limited

to, possible compliance issues involving the U.S.

Foreign Corrupt Practices Act, the U.K.

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In addition, we rely in part on third-party service providers with international operations.

If the third party’s operations were disrupted or discontinued due to local instability or political, economic or military conditions or cyber-attacks, including in connection with the Israel-Hamas war or the Russia-Ukraine war, then our ability to provide services to some of our customers and the development of new products or enhancement of existing products could be delayed, and our results of operations could be adversely affected.

If the third party’s operations were disrupted or discontinued due to local instability or political, economic or military conditions or cyber-attacks, including in connection with the Israel-Hamas war, the Russia-Ukraine war or the conflict between the United States and Israel and Iran, then our ability to provide services to some of our customers and the development of new products or enhancement of existing products could be delayed, and our results of operations could be adversely affected.

Our current and any future international expansion plans will require management attention and resources and may be unsuccessful.

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North Dakota, which required a minimum level of physical presence within a state before the state could impose an obligation to register and remit sales tax on revenue derived within that state.

This decision may significantly increase the effort, resources and costs associated with the sales tax collection and compliance burden.

This decision

may significantly increase the effort, resources and costs associated with the sales tax collection and compliance burden.

Since the decision, a number of states have enacted sales tax enabling legislation which has had the effect of significantly expanding the liability of e-commerce companies to register, collect and remit state sales taxes from customers.

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As of December 31, 2025, we had federal net operating loss carryforwards (“NOLs”) of $646.0 million which are available to offset future federal taxable income.

cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year period) is subject to limitations on its ability to utilize its pre-change NOLs to offset post-change taxable income.

In general, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” (generally defined as a greater than 50-percentage-point cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year period) is subject to limitations on its ability to utilize its pre-change NOLs to offset post-change taxable income.

Under Section 382 of the Code, our existing NOLs may be subject to limitations arising from previous ownership changes, and if we undergo an ownership change in the future, our ability to utilize NOLs could be further limited by Section 382 of the Code, or as a result of a corresponding provision of state law.

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federal taxable income.

As a result of a change in the treatment of R&D expenses during the period ending December 31, 2022, the Company is required to capitalize and amortize amounts previously deducted currently.

This is resulting in U.S.

taxable income that is allowing the Company to utilize its pre-2018 NOLs.

The capitalized R&D costs will give rise to future deductions that could result in new NOLs being generated, which NOLs would be eligible to be carried forward indefinitely but would only be able to offset up to 80% of federal taxable income earned in a taxable year.

We have entered into a Tax Benefits Preservation Plan (the “Tax Benefits Preservation Plan”), which is designed to reduce the risk of substantial impairment to our NOLs that could result from an “ownership change” within the meaning of Section 382 of the Code.

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Although substantially all of our sales to date have been made to customers outside Israel, we are directly influenced by the political, economic and military conditions affecting Israel.

Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries, Hamas, Hezbollah and other armed groups, including the Israel-Hamas war.

Furthermore, Iran has threatened to attack Israel and may be developing nuclear weapons.

Furthermore, Iran may be developing nuclear weapons.

In addition, the State of Israel and Israeli companies have been subject to economic boycotts.

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Parties with whom we do business may sometimes decline to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face.

In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

Further, shifting economic and political conditions in the U.S.

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Risks Related to our Outstanding Convertible Notes

Servicing our debt may require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our indebtedness.

In December 2020, we issued $517.5 million in aggregate principal amount of 2026 Notes, which do not bear any regular interest, in a private placement.

In June 2024, we privately exchanged $100.0 million in principal amount of newly issued 2029 Notes, which, depending on time- and event-based conditions, bear cash interest at a rate ranging from 4.375% to 5% and paid-in-kind interest at a rate ranging from 7% to 8%, for $146.0 million aggregate principal amount of outstanding 2026 Notes, and issued $50.0 million in aggregate principal amount of 2029 Notes in a private placement.

In December 2024, we issued an additional $57.1 million in aggregate principal amount of 2029 Notes, including $7.1 million in aggregate principal amount of 2029 Notes issued as paid-in-kind interest.

The remaining 2026 Notes will need to be refinanced on or prior to their December 15, 2026 maturity.

Further, if greater than $60.0 million principal amount of 2026 Notes remains outstanding 91 days prior to such maturity date, then the 2029 Notes will immediately become due and payable.

Servicing our debt may require a significant amount of cash, and we may not have sufficient cash flow from our business to pay o ur indebtedness.

We have outstanding $20.1 million in aggregate principal amount of 0% Convertible Notes due in December 2026 (“2026 Notes”), $221.9 million in aggregate principal amount of First Lien Convertible Senior Notes due 2029 (“2029 Notes”) and $182.0 million in aggregate principal amount of Second Lien Senior Subordinated Notes due 2029 (the “Second Lien Notes”).

The 2029 Notes bear cash interest depending on time- and event-based conditions at a rate ranging from 4.375% to 5%, and paid-in-kind interest at a rate ranging from 7% to 8%.

The Second Lien Notes accrue interest at a rate of 10.0% per annum.

Prior to March 15, 2027, all of the interest on the Second Lien Notes is payable in-kind.

On and after March 15, 2027 and until June 15, 2028, interest will be payable, at our option, in cash or in-kind or partially in cash and partially in-kind.

On and after June 15, 2028, until the maturity of the Second Lien Notes, interest on the Second Lien Notes will be payable in cash, or at our option, up to 6.0% per annum in-kind.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our outstanding Notes or any additional future indebtedness depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control.

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Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our debt.

The terms of our First Lien Convertible Senior Notes due 2029 require us to meet certain operating and financial covenants and place restrictions on our operating and financial flexibility.

The terms of our First Lien Convertible Senior Notes due 2029 and 10.0% Second Lien Senior Subordinated Secured Notes require us to meet certain operating and financial covenants and place restrictions on our operating and financial flexibility.

If we raise additional capital through debt financing, the terms of any new debt could further restrict our ability to operate our business.

The 2029 Notes are guaranteed on a senior basis by certain of our direct and indirect domestic and foreign subsidiaries and secured by first priority security interests in substantially all of the assets of the Company and the subsidiary guarantors, subject to customary exceptions.

The indenture governing the 2029 Notes restricts our ability to, among other things, pursue certain dispositions, mergers or acquisitions, encumber our intellectual property, incur debt, preferred stock or liens, pay dividends or make other payments in respect of our capital stock, or make investments and engage in certain business transactions.

The indenture governing the 2029 Notes also includes a financial covenant that requires us at all times to maintain a minimum cash balance of $60.0 million (excluding proceeds of the 2029 Notes).

The 2029 Notes and Second Lien Notes are guaranteed on a senior basis by certain of our direct and indirect domestic and foreign subsidiaries and secured by first priority security interests in substantially all of the assets of the Company and the subsidiary guarantors, subject to customary exceptions.

The indentures governing the 2029 Notes and Second Lien Notes restrict our ability to, among other things, pursue certain dispositions, mergers or acquisitions, encumber our intellectual property, incur debt, preferred stock or liens, pay dividends or make other payments in respect of our capital stock, or make investments and engage in certain business transactions.

The indenture governing the 2029 Notes also includes a financial covenant that requires us at all times to maintain a

minimum cash balance of $60.0 million (excluding proceeds of the 2029 Notes).

Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our debt.

If we raise any additional debt financing, the terms of such additional debt could further restrict our operating and financial flexibility.

any future debt may contain limitations on our ability to pay cash upon conversion or repurchase of our outstanding convertible debt securities and cash-settled warrants.

We may not have the ability to raise the funds necessary to settle conversions of our outstanding convertible debt securities and cash-settled warrants in cash or to repurchase our outstanding convertible debt securities upon a fundamental change, and any future debt may contain limitations on our ability to pay cash upon conversion or repurchase of our outstanding convertible debt securities and cash-settled warrants.

Holders of our outstanding Notes have the right to require us to repurchase all or a portion of their Notes upon the occurrence of a fundamental change before the maturity date at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, (including cash and PIK components thereof in the case of the 2029 Notes), if any, plus, in the case of the 2029 Notes, an amount equal to 66% of the remaining future interest payments (including cash and PIK components thereof) that would have been payable through June 15, 2029, discounted at a rate equal to the comparable treasury rate plus 50 basis points.

In addition, upon conversion of the Notes, we are required to make cash payments in respect of the Notes being converted (except, in the case of the 2026 Notes, if we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share)).

In addition, upon conversion of the 2026 Notes or the 2029 Notes, we are required to make cash payments in respect of the Notes being converted (except, in the case of the 2026 Notes, if we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share)).

Further, upon the exercise of the cash-settled warrants, we are required to make cash payments in respect of the cash-settled warrants being exercised (except to the extent that, following payment, we would have “available cash” (as defined therein) of less than $100.0 million, in which case we may defer payment of the settlement amount at an annualized interest rate of 6.0%, compounded monthly).

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A default under the governing indenture or the fundamental change itself could also lead to a default under the indenture governing the other series of Notes or agreements governing any future indebtedness.

If the payment of either or both Series of Notes were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the Notes, to repurchase the Notes or to pay cash upon conversions of the Notes.

If the payment of any Series of Notes were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds available to repay the Notes, to repurchase the Notes or to pay cash upon conversions of the Notes.

Provisions in the indentures for our outstanding convertible debt securities may deter or prevent a business combination that may be favorable to securityholders.

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If one or more holders elect to convert their Notes (unless, in the case of the 2026 Notes, we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share)), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.

In addition, even if holders of the relevant series of Notes do not elect to convert their Notes of such series, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes of such series as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The capped call transactions may affect the value of our outstanding convertible debt securities and our common stock.

In connection with the transaction in which we issued the 2026 Notes, we entered into capped call transactions with certain option counterparties.

The capped call transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of the 2026 Notes and/or offset any cash payments we are required to make in excess of the principal

amount of the converted 2026 Notes, as the case may be, upon any conversion of the 2026 Notes, with such reduction and/or offset subject to a cap.

The option counterparties or their respective affiliates are expected to modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock, the 2026 Notes or other of our securities or instruments (if any), in secondary market transactions prior to the maturity of the 2026 Notes (and are likely to do so during any observation period related to a conversion of the 2026 Notes or following any earlier conversion or any repurchase of the 2026 Notes by us on any fundamental change repurchase date or otherwise).

This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the 2026 Notes, which could affect a holder’s ability to convert the 2026 Notes and, to the extent the activity occurs during any observation period related to a conversion of the 2026 Notes, it could affect the amount and value of the consideration that a holder will receive upon conversion of such 2026 Notes.

The potential effect, if any, of these transactions and activities on the market price of our common stock or the 2026 Notes will depend in part on market conditions and cannot be ascertained at this time.

Any of these activities could adversely affect the value of our common stock and the value of the 2026 Notes (and as a result, the amount and value of the consideration that a holder would receive upon the conversion of any 2026 Notes) and, under certain circumstances, a holder’s ability to convert 2026 Notes.

We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of our common stock or the 2026 Notes.

In addition, we do not make any representation that the option counterparties or their respective affiliates will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

In addition, even if holders of the relevant series of Notes do not elect to convert their Notes of such series, we could be

required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes of such series as a current rather than long-term liability, which would result in a material reduction of our net working capital.

Risks Related to our Common Stock

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• pandemics, epidemics or similar widespread public health concerns;

• general economic, political and market conditions, such as recessions, political unrest or terrorist attacks, or in the specific locations where we operate, such as the United States, Israel and the U.K.

• general economic, political and market conditions, such as recessions, political unrest or terrorist attacks, or in the specific locations where we operate, such as the United States and Israel.

In addition, extreme price and volume fluctuations in the stock markets generally, and in the markets for technology companies in particular, could cause the market price for our common stock to decline.

As a result of such volatility in the market price of our common stock, we have been the subject of securities class action litigation and may in the future be the target of similar litigation, which could result in substantial costs and distract management’s attention and resources.

If our common stock continues to trade below $1.00, we may fail to meet the continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”), which could result in a delisting of our common stock.

Our failure to comply with the continued listing requirements of The Nasdaq Global Select Market could result in a delisting of our common stock.

Our common stock currently is listed on The Nasdaq Global Select Market.

We are required to meet specified financial requirements in order to maintain such listing, including a closing bid price of at least $1.00.

If the closing bid price of our common stock is less than $1.00 for 30 consecutive trading days, then our common stock will be subject to delisting.

As of the date of the filing of this Form 10-K, the closing bid price of our common stock has been below $1.00 for six trading days (not including the date of filing of this Form 10-K).

Our common stock closing bid price also was below $1.00 on multiple occasions during 2024, including on March 14, 2024, from March 28, 2024 through July 17, 2024;

on July 19, 2024;

from November 8, 2024 through November 22, 2024 and from November 26, 2024 through December 27, 2024.

We can provide no assurance that we will be able to maintain or restore our compliance with the listing requirements or that any actions taken by us in an effort to maintain or restore our compliance would allow our common stock to remain listed, stabilize the market price of our common stock, improve the liquidity of our common stock, prevent our common stock from again dropping below the minimum bid price requirement, or prevent future non-compliance with the listing requirements.

In addition, to maintain a listing with Nasdaq, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding minimum stockholders’ equity, and certain corporate governance requirements.

We are required to meet specified financial requirements in order to maintain such listing, including a closing bid price of at least $1.00 and a minimum required market value of our publicly-held shares of $15 million.

On October 13, 2025, we effected a 1-for-15 reverse stock split of our common stock in order to regain compliance with the minimum bid price requirement.

We can provide no assurance that we will be able to prevent future non-compliance with the listing requirements or that any actions taken by us in an effort to maintain or restore our compliance, including the reverse stock split, will stabilize the market price of our common stock, improve the liquidity of our common stock, prevent our common stock from again dropping below the minimum bid price requirement, prevent future non-compliance with the listing requirements or allow our common stock to remain listed.

If we fail to satisfy the minimum bid price requirement again at any time before or on October 13, 2026, we will not be eligible for a 180-day compliance period to regain compliance with the minimum bid price requirement and Nasdaq will take steps to delist our common stock.

In addition to satisfying the minimum bid price requirement, we must satisfy minimum financial and other continued listing requirements and standards to maintain a listing with Nasdaq, including those regarding minimum stockholders’ equity, and certain corporate governance requirements.

If we are unable to satisfy these requirements or standards, we could be subject to delisting, which would have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so.

Further, the failure of our common stock to be listed or quoted on any of The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange would constitute a “fundamental change” under the indentures governing the 2026 Notes and the 2029 Notes.

If our common stock is delisted from Nasdaq, it is unlikely that our common stock would qualify for listing on another national securities exchange in the United States, and trading of our common stock would most likely take place on an over-the-counter market established for unlisted securities, such as the OTCQX, the OTCQB or the Pink Market maintained by OTC Markets Group Inc.

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If we or our stockholders sell substantial amounts of our common stock, including shares issuable upon the exercise of outstanding options and warrants, or upon the conversion of 2026 Notes or 2029 Notes, in the public market, or if the market perceives that these sales might occur, the market price of our common stock could fall.

These sales also might make it more

difficult for us to sell equity securities in the future at a time and price that we deem appropriate.

These sales also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate.

No prediction can be made as to the effect, if any, that market sales of our common stock will have on the market price of our common stock.

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

What changed 10-K

Item 1A. Risk Factors