What changed in this filing

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Item 1A. Risk Factors

2026-02-25 compared with 2025-02-19 · 171 added, 151 removed, 551 unchanged (37% of the section changed)

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• We depend on relationships with our financial services partners, and any adverse changes in their financial strength, tightening of their underwriting standards, or adverse changes to their online marketing strategy would adversely affect our business, financial condition and results of operations.

• If consumers do not find value in our platform or do not like the consumer experience on our platform, the number of matches on our platform may decline, which would harm our business, financial condition and results of operations.

• If consumers or SMBs do not find value in our platform or do not like the consumer or SMB experience on our platform, the number of matches on our platform may decline, which would harm our business, financial condition and results of operations.

• We are dependent on internet search engines, particularly Google, to direct traffic to our websites and refer new users to our platform.

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have caused macroeconomic uncertainty and may have an adverse impact on our business, results of operations and our vertical diversification strategy.

• Adverse conditions in the consumer finance markets, or poor or uncertain macroeconomic conditions, could harm our business, financial condition and results of operations if our financial services partners reduce their marketing budgets and decrease spending on our platform.

• Adverse conditions in the consumer or SMB finance markets, or poor or uncertain macroeconomic conditions, could harm our business, financial condition and results of operations if our financial services partners reduce their marketing budgets and decrease spending on our platform.

• Changes in the loans markets could harm our business, financial condition and results of operations.

• Our business is subject to a variety of financial regulations in the U.S., UK, Canada and Australia, many of which are overlapping, ambiguous and still developing, which could subject us to claims or otherwise harm our business.

• Security incidents, or real or perceived errors, failures or bugs in our systems and platform could impair our operations, compromise our confidential information or our users’ personal information, damage our reputation and brand, and harm our business and operating results.

• Our business is subject to a variety of financial regulations in the U.S., UK, and Canada, many of which are overlapping, ambiguous and still developing, which could subject us to claims or otherwise harm our business.

• Cybersecurity incidents, or real or perceived errors, failures or bugs in our systems and platform could impair our operations, compromise our confidential information or our users’ personal information, damage our reputation and brand, and harm our business and operating results.

• The dual class structure of our common stock has the effect of concentrating voting control with our Co-founder, CEO and Chairman of our Board of Directors, Tim Chen, which will limit or preclude your ability to influence corporate matters.

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A significant portion of our success depends on the financial strength and underwriting standards of credit card issuers, lenders, insurers and other participants on our platform.

If our financial services partners experience financial difficulties, they may cease participating on our platform or tighten underwriting standards, which would result in fewer opportunities for us to earn fees from matching consumers with them.

In times of financial difficulty, financial services providers may also fail to pay fees when due or drop the quality of their services to consumers.

In times of financial difficulty, financial services providers may also fail to pay fees when due or drop the quality of their services to consumers and SMBs.

Our partners could also change their online marketing strategies or implement cost-reduction initiatives that decrease spending through our platform.

The occurrence of one or more of these events, alone or in combination, with a significant number of financial services partners could harm our business, financial condition and results of operations.

If consumers do not find value in our platform or do not like the consumer experience on our platform, the number of matches on our platform may decline, which would harm our business, financial condition and results of operations.

If consumers or SMBs do not find value in our platform or do not like the consumer or SMB experience on our platform, the number of matches on our platform may decline, which would harm our business, financial condition and results of operations.

We believe that the growth of our business and revenue depends upon our ability to engage our existing users and to add new users in our current as well as new verticals.

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If we fail to remain competitive on customer experience, editorial articles and product offerings, our ability to grow our business may also be adversely affected.

While a key part of our business strategy is to engage users in our existing verticals, we also intend to expand our operations into new verticals.

While a key part of our business strategy is to engage users in our existing verticals, we also intend to expand our operations into new verticals, such as our brokerage and advisory businesses.

In doing so, we may incur losses or otherwise fail to enter new verticals successfully.

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• we suffer reputational harm to our brand including from negative publicity, whether accurate or inaccurate;

• we fail to expand geographically;

• we fail to offer new and competitive products, to provide effective updates to our existing products or to keep pace with technological improvements in our industry;

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• we are unable to continue to innovate and improve our platform by generating compelling content and tools;

• existing or new financial services providers use incentives to directly cross-sell their products, reducing consumer benefits of using multiple providers;

• existing or new financial services providers use incentives to directly cross-sell their products, reducing consumer or SMB benefits of using multiple providers;

• we are unable to successfully launch new verticals.

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Past changes have caused declines in traffic and user growth, with anticipated fluctuations in the future.

The introduction of AI-assisted technologies could further impact search engine relevance, causing declines in our ranking and decreased platform traffic, affecting our financial results.

The introduction and acceptance of AI-assisted technologies could further impact search engine relevance, causing declines in our ranking and decreased platform traffic, affecting our financial results.

Additionally, Google may take action against websites for behavior deemed to unfairly influence search results, without providing published guidelines.

In 2017, Google’s action temporarily resulted in lower search rankings and decreased traffic to our website.

Limited appeal options may hinder recovery from such actions.

A substantial reduction in users directed from search engines would harm our business, revenue, and financial results.

In anticipation of Google’s deprecation of third-party advertising cookies, we have reduced their use since 2022.

We are also exploring new audience targeting and measurement approaches and focusing on direct consumer connections through registration ramps to minimize reliance on search engines.

Changes in our marketing approach and consumer relationships are ongoing, with uncertain outcomes on actionable marketing data.

Negative effects on targeting consumers would impact our ability to match them with financial services partners, posing a threat to our business, revenue, and financial results.

We are also exploring new audience targeting and measurement approaches and focusing on direct consumer or SMB connections through registration ramps to minimize reliance on search engines.

Changes in our marketing approach and consumer and SMB relationships are ongoing, with uncertain outcomes on actionable marketing data.

Negative effects on targeting consumers and SMBs would impact our ability to match them with financial services partners, posing a threat to our business, revenue, and financial results.

Failure to maintain our reputation and brand recognition and attract and engage users in a cost-effective manner would harm our business, financial condition and results of operations.

In order to attract consumers to the products we provide and our platform, convert these consumers into matches with financial services partners and generate repeat visits, we must market our platform and maintain consumer trust.

Promoting and maintaining our brand requires the expenditure of considerable money and resources for online and offline marketing and advertising, the continued provision of high-quality products and services that meet user needs, the ability to maintain consumers’ trust, and the ability to successfully differentiate our brand, products and services from those of our competitors.

In order to attract consumers and SMBs to our platform and the products and services we provide, convert these consumers and SMBs into matches with financial services partners, and generate repeat visits, we must market our platform and maintain consumer and SMB trust.

Promoting and maintaining our brand requires the expenditure of money and resources for online and offline marketing and advertising, the continued provision of high-quality products and services that meet user needs, the ability to maintain consumers’ and SMBs’ trust, and the ability to successfully differentiate our brand, products and services from those of our competitors.

Brand recognition is a key differentiating factor between us and our competitors.

We believe that continuing to build and maintain the recognition of our brand is important to achieving increased traffic for our platform and demand for the products we provide.

Accordingly, we have spent, and expect to continue to spend, significant amounts on, and devote significant resources to, branding, advertising and other marketing initiatives, which may not be successful or cost-effective.

Our brand promotion activities may not generate consumer awareness or yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in building our brand.

We believe that building and maintaining the recognition of our brand is important to achieving increased traffic for our platform and demand for the products we provide.

Historically, we have spent significant amounts on, and devoted significant resources to, branding, advertising and other marketing initiatives.

We continually evaluate and optimize our marketing expenditures and resource commitments to improve efficiency and returns on investment.

Changes in the mix, timing, channels, or level of our marketing activities may not be as effective as anticipated in generating consumer or SMB awareness, engagement, or revenue growth.

Even when our marketing initiatives are successful, any increased revenue may not offset the expenses we incur.

In addition, if our marketing efforts are not effective or are insufficient to maintain or enhance brand awareness and consumer engagement, our brand recognition, competitive position, and results of operations could be adversely affected.

The strength of our brand may be harmed by adverse publicity from many sources.

Adverse publicity and the potential corresponding impact on our reputation may be accelerated and amplified by the widespread use of social media platforms.

Furthermore, adverse publicity, from legal proceedings against us or our business, including governmental proceedings and consumer class action or other litigation, or the disclosure of information from security breaches or other incidents, could negatively impact our reputation and our brand, which could materially and adversely affect our business and financial condition and results of operations.

The failure of our business to maintain or enhance its reputation and brand recognition and attract and retain consumers in a cost-effective manner could materially and adversely affect our business, financial condition and results of operations.

The failure of our business to maintain or enhance its reputation and brand recognition and attract and retain consumers and SMBs in a cost-effective manner could materially and adversely affect our business, financial condition and results of operations.

Use of social media, influencers, affiliate marketing, email, and text messages may adversely impact our brand and reputation or subject us to fines or other penalties.

We use social media, including Facebook, Instagram and TikTok, as well as affiliate marketing, email, and SMS as part of our multi-channel approach to marketing.

Laws and regulations governing the use of these platforms and other digital marketing channels are rapidly evolving.

Laws and regulations governing the use of these platforms, communication channels, and other digital marketing channels are rapidly evolving.

An increase in the use of social media for product promotion and marketing may cause an increase in the burden on us to monitor compliance of such materials and increase the risk that such materials could contain problematic product or marketing claims in violation of applicable regulations.

It may also become more difficult for us or our affiliate marketing partners to comply with such laws, and future data privacy laws and regulations or industry standards may restrict or limit our ability to use some or all of the marketing strategies on which we currently rely.

The failure by us, our employees, third parties acting at our direction or affiliate marketing partners who engage in advertising on our behalf to abide by applicable laws and regulations in the use of these platforms could adversely impact our reputation or subject us to fines or other penalties.

It may also become more difficult for us or our affiliate marketing partners to comply with such laws, and future data privacy and consumer protection laws and regulations or industry standards may alter, restrict or limit our ability to use some or all of the marketing strategies on which we currently rely.

The failure by us, our employees, third parties acting at our direction or affiliate marketing partners who engage in advertising on our behalf to abide by applicable laws and regulations in the use of these platforms and communication channels could adversely impact our reputation or subject us to fines or other penalties.

In addition, our employees or third parties, including our affiliate marketing partners, may knowingly or inadvertently make use of social media in ways that could lead to violations of marketing regulations issued by the FTC, SEC or CFPB.

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Reviews and ratings of financial services products remain unbiased, unaffected by product placement on our platform or pricing agreements with financial services partners.

Additionally, we may invest in products or features that may not yield immediate financial benefits but are expected to drive consumer engagement or offer potential long-term advantages.

As an illustration, the 2023 launch of the NerdUp credit card, aimed at helping consumers build and improve their credit, is not anticipated to generate significant direct profitability from interchange fees.

Instead, we view this product as a means to build consumer trust by offering a compelling product designed for those who want to build or improve their credit.

In 2024, the launch of NerdWallet+, a membership experience focused on providing additional services and rewards to consumers who join for an annual fee, is a program to build consumer trust designed to reward consumers for making healthy financial decisions, but it is not anticipated to generate significant profits.

However, the focus on building long-term trust and consumer engagement over short-term revenue opportunities may not always yield the expected long-term benefits, potentially resulting in harm to user traffic, engagement, business, financial condition, and operational results.

Additionally, we may invest in products or features that may not yield immediate financial benefits but are expected to drive consumer and SMB engagement or offer potential long-term advantages.

In addition, we may invest in products, services, features, or businesses that may not yield immediate financial benefits but are expected to drive consumer or SMB engagement or offer potential long-term advantages.

However, the focus on building long-term trust and consumer and SMB engagement over short-term revenue opportunities may not always yield the expected long-term benefits, potentially resulting in harm to user traffic, engagement, business, financial condition, and operational results.

We rely on third parties to perform certain key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of operations.

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Any significant disruption to the infrastructure of our third-party service providers and/or any changes in our third-party service providers’ service levels may significantly impact our business operations, including making our platform unavailable to our users.

A lengthy interruption in the availability of our platform would result in a loss of matches with our financial partners and corresponding revenue, which would impact our operating results and cash flow.

In addition, it would negatively impact search engine ranking, user experience and our reputation with our financial partners.

Furthermore, in the event that any of our agreements with our third-party service providers are terminated, we may experience significant costs or downtime in connection with the transfer to, or the addition of, new hosting providers.

Although alternative providers could host our platform on a substantially similar basis, such transition could potentially be disruptive and we could incur significant costs in connection therewith.

A lengthy interruption in the availability of our platform would result in a loss of matches with our financial partners and our ability to perform services, affecting corresponding revenue, which would impact our operating results and cash flow.

In addition, it would negatively impact search engine ranking, user experience and our reputation with our financial partners and providers.

Although alternative providers could be found to provide substantially similar services, such transitions could potentially be disruptive and we could incur significant costs in connection therewith.

We compete in a highly competitive and rapidly evolving market with a number of other companies and we face the possibility of new entrants disrupting our market over time.

We currently compete with a number of companies that market financial services online, as well as with more traditional sources of financial information, and with financial institutions offering their products directly, and we expect that competition will intensify.

Our online competitors include marketplaces such as Bankrate, Credit Karma, LendingTree, and Zillow, and we also face direct or indirect competition from providers of consumer personal finance guidance and online search engines.

Some of these existing competitors may have more capital or complementary products or services than we do, and they may leverage their greater capital or diversification in a manner that adversely affects our competitive position, including by making strategic acquisitions.

In addition, we also face the possibility of new competitors.

New competitors may enter the market and may be able to innovate and bring products and services to market faster, or anticipate and meet consumer or financial services partner demand before we do.

New competitors may enter the market and may be able to innovate and bring products and services to market faster, or anticipate and meet consumer, SMB, or financial services partner demand before we do.

Other newcomers, including major search engines and content aggregators, may be able to leverage their existing products and services or access to data to our disadvantage.

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Our expansion into mortgage brokering presents additional risks.

Our recent acquisition of NDL in October 2024 and our expansion into mortgage brokerage services introduce additional risks.

Our acquisition of NDL in October 2024 and our expansion into mortgage brokerage services introduce additional risks.

We must comply with complex federal and state regulations governing mortgage brokerage operations, including licensing requirements for both the entity and individuals in the states where NDL operates.

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Given the competitive and highly regulated nature of the industry, our success will depend on effective execution, compliance, and maintaining consumer trust while navigating evolving market conditions.

If we fail to effectively manage these risks, integrate NDL’s operations, or comply with applicable regulatory requirements, our business, financial condition, and results of operations could be materially and adversely affected.

Our international expansion subjects us to additional costs and risks which could harm our business, revenue and financial results, and our continued international expansion may be unsuccessful.

Historically, all of our business has been generated in the U.S.

and we have little experience operating internationally.

In 2020, we entered the UK market with our acquisition of Notice Media Ltd.

(doing business as Know Your Money), an online provider of financial guidance and tools based in the UK.

We entered the Canadian and Australian markets organically in the third quarter of 2021 and the fourth quarter of 2022, respectively.

We believe part of our growth strategy depends on our continued international expansion.

We continue to adapt to and develop strategies to address international markets, but there is no guarantee that such efforts will be successful.

Our existing international operations and further international expansion are subject to a number of difficulties and risks, including:

If we fail to effectively manage these risks or comply with applicable regulatory requirements, our business, financial condition, and results of operations could be materially and adversely affected.

Risks related to our investment advisory businesses.

Our business has expanded to provide investment management services, including direct management of client assets, subjecting us to extensive regulation under both the federal laws, such as the Investment Advisers Act of 1940, and the laws, rules, and regulations of the jurisdictions where we conduct business.

Our ability to conduct business in the jurisdictions in which we will operate depends on our compliance with the laws, rules, and regulations promulgated by the federal regulatory bodies and the regulatory authorities in each of the states and other jurisdictions in which we do business.

Periodic SEC and state examinations could result in fines, restrictions, or reputational damage if our policies, disclosures, or marketing fall short.

Key risks include:

• Regulatory scrutiny .

Our ability to comply with all applicable laws, rules, regulations, and interpretations is largely dependent on our establishment and maintenance of compliance, audit, and reporting systems and procedures, which is dependent on our ability to attract and retain qualified compliance, audit, supervisory, and risk management personnel.

• Fiduciary liability .

Failures in know-your-customer processes, portfolio management, or conflict management could trigger client losses, lawsuits, fee rescission, or enforcement actions.

• Third-party dependence .

We rely on custodians, clearing brokers, and tech vendors.

Service disruptions, cyber incidents, or vendor failures could impair client service and expose us to liability.

• Operational resilience .

Managing assets at scale requires robust trading, risk, reporting, and cybersecurity systems;

deficiencies could disrupt service and invite sanctions.

• Evolving rules .

New custody, marketing, or best-interest standards could raise compliance costs or limit growth.

Our educational tools and digital engagement may also be deemed investment advice, increasing exposure.

We cannot assure you that our systems and procedures will be effective in complying with all applicable laws, rules, and regulations, and interpretations.

Because these advisory activities involve custodial control and fiduciary obligations, any adverse event could materially affect our reputation, revenues, results of operations, and financial condition.

Our international operations subject us to additional costs and risks which could harm our business, revenue and financial results, and any future international expansion may be unsuccessful.

While the majority of our business continues to be generated in the U.S., we also operate in international markets, including the UK and Canada.

We have gained experience operating outside the U.S.;

however, our international operations remain a relatively smaller portion of our business and continue to require ongoing investment, management focus, and operational adaptation.

We may also explore or pursue additional international opportunities in the future, and there is no guarantee that such efforts will be successful or cost-effective.

Our existing international operations, and any future expansion, are subject to numerous difficulties and risks, including:

• challenges inherent to efficiently recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture and employee programs across all of our offices, including those resulting from cultural differences and geographic dispersion;

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• difficulties identifying, obtaining, and maintaining the government approvals, authorizations, or licensures required to conduct our business in foreign markets;

• financial risks, such as longer payment cycles, difficulty collecting accounts receivable, and the impact of local and regional financial crises on demand and payment for our products;

• difficulties obtaining intellectual property protection, enforcing our intellectual property rights, and defending against third-party intellectual property infringement claims;

• challenges successfully addressing novel sources of competition, including in the context of foreign laws and business practices that may favor local companies;

• difficulties managing fluctuations in currency exchange rates and foreign exchange controls;

• potentially adverse tax consequences, including multiple and possibly overlapping tax regimes, the complexities of foreign value-added tax systems, and changes in tax rates.

As we continue to expand our international operations, our success will depend in large part on our ability to anticipate and effectively manage these risks, which in turn will require significant management attention and financial resources.

In addition, certain international markets where we do business are subject to significant economic uncertainty.

Significant economic developments in these markets, or the perception that any of them could occur, creates further challenges for operating in these markets.

If we are unable to successfully manage any of these risks, our existing international operations and any future international expansion could be compromised, which could harm our business, financial condition and results of operations.

• financial and operational risks, such as longer payment cycles, difficulty collecting accounts receivable, and the impact of local and regional financial crises on demand and payment for our products;

• challenges obtaining intellectual property protection, enforcing our intellectual property rights, and defending against third-party intellectual property infringement claims abroad;

• increased competition, including from local companies that may benefit from local laws, regulations, or business practices;

• exposure to fluctuations in foreign currency exchange rates and related foreign exchange controls;

• potentially adverse tax consequences, including multiple and possibly overlapping tax regimes, complexities of foreign value-added tax systems, and changes in applicable tax rates.

Our ability to anticipate and effectively manage these risks requires significant management attention and financial resources.

Moreover, certain international markets in which we operate may experience economic or political uncertainty, which can increase the difficulty of operating in those markets.

If we are unable to successfully manage any of these risks, our existing international operations — and any international expansion we may pursue — could be negatively impacted, which could harm our business, financial condition, and results of operations.

We are, and intend to continue, developing new products and services, and our failure to accurately predict their demand or growth could have an adverse effect on our business.

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If we do not realize the expected benefits of our investments and development of new products and services, our business may be harmed.

Our financial performance is dependent on our ability to successfully refer users to financial services partners, and these partners are not precluded from offering products and services outside of our platform.

Our financial performance is dependent on our ability to successfully refer users to and market financial services partners, and these partners are not precluded from offering products and services outside of our platform.

Our ability to earn revenue is dependent on referring users of our site to our financial services partners and our users seeking to transact with such partners.

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Our ability to attract and engage users depends, in part, on our ability to successfully expand our product offerings and editorial articles.

For example, we initially built our content and began matching consumers with financial services providers in the credit card market, we later expanded into loan products and have continued to add other verticals since then.

For example, we initially built our content and began matching consumers and SMBs with financial services providers in the credit card market, we later expanded into loan products and have continued to add other verticals since then.

To penetrate new verticals, we will need to develop a deep understanding of those new markets and the associated business challenges faced by participants in them.

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Competition in this market has intensified, and we expect this trend to continue as the list of financial services providers grows.

There are many established and emerging technology centric financial services providers offering a multitude of products to consumers across all financial verticals.

If we fail to successfully anticipate and identify new trends, products and emerging financial services providers, and provide up-to-date educational content, tools and other relevant resources timely, our ability to engage consumers and financial services providers may suffer, which would harm our business, financial condition and results of operations.

There are many established and emerging technology centric financial services providers offering a multitude of products to consumers and SMBs.

If we fail to successfully anticipate and identify new trends, products and emerging financial services providers, and provide up-to-date educational content, tools and other relevant resources timely, our ability to engage consumers and SMBs with financial services providers may suffer, which would harm our business, financial condition and results of operations.

Our current lack of geographic diversity exposes us to risk.

Our operations are geographically limited and primarily dependent upon consumers and economic conditions in the U.S.

Our operations are geographically limited and primarily dependent upon consumers and SMBs and economic conditions in the U.S.

As a result of this geographical concentration, we are more vulnerable to downturns or other conditions that affect the U.S.

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economy could harm our business and financial results.

We have entered the UK, Canadian and Australian markets, and we believe our growth strategy depends, in part, on our continued international expansion.

As we expand internationally, we will be vulnerable to economic downturns or other conditions that affect the domestic markets in the countries where we expand.

We also operate in the UK and Canadian markets, and if we continue to expand internationally, we will be vulnerable to economic downturns or other conditions that affect the domestic markets in the countries where we expand.

However, until our international operations grow significantly, we will continue to be primarily dependent on U.S.

consumers and U.S.

consumers and SMBs, and U.S.

economic conditions.

We have less experience operating in some of the newer market verticals and products to which we have expanded.

We have expanded to new verticals and products over the last several years.

We do not have as much experience with these newer verticals and products as we do with the other more established verticals on our platform.

Accordingly, newer verticals and products may be subject to greater risks than the more established verticals on our platform.

The success of our entry into new verticals and products will depend on a number of factors, including:

• Implementing in a cost effective manner product features expected by consumers and financial services providers;

• Market acceptance of an intermediary by consumers and financial services providers;

• Offerings by current and future competitors;

• Our ability to innovate and disrupt markets by offering or creating new and compelling products for consumers;

• Our ability to attract and retain management and other skilled personnel;

• Our ability to collect amounts owed to us from our financial services partners;

• Our ability to develop successful and cost-effective marketing campaigns;

• Our ability to timely adjust marketing expenditures in relation to changes in demand for the underlying products and services offered by our financial services partners in these newer verticals.

Our results of operations may suffer if we fail to successfully anticipate and manage these issues associated with expansion into new verticals.

We have less experience operating in some of the newer market verticals and service offerings to which we have expanded.

We have expanded into several new verticals and service offerings over the last several years, including mortgage brokering, insurance brokering, and wealth management services.

We do not have as much experience operating in these newer areas as we do in our more established verticals.

As a result, these newer verticals and services may be subject to greater risks, operational challenges, and uncertainties than our more mature offerings.

The success of our entry into new verticals and services will depend on a number of factors, including:

• Our ability to implement in a cost-effective manner product features and service experiences expected by consumers, SMBs and financial services providers, including in regulated businesses such as mortgage and insurance brokering and investment advisory services;

• Market acceptance of an intermediary in these verticals by consumers, SMBs and financial services providers;

• Offerings by current and future competitors, including those with longer operating histories in these regulated financial services sectors;

• Our ability to innovate and disrupt markets by offering or creating new and compelling products and services for consumers and SMBs;

• Our ability to attract and retain management and other skilled personnel with specialized expertise required for mortgage, insurance, and wealth management operation;

• Our ability to collect amounts owed to us from our financial services partners and customers, including in verticals with longer or more variable revenue cycles;

• Our ability to timely adjust marketing expenditures in relation to changes in demand for the underlying products and services offered by us or our financial services partners.

If we fail to successfully anticipate, manage, or mitigate the issues associated with expanding into these newer verticals and service offerings, our business, financial condition, and results of operations may suffer.

We rely on the data provided to us by users and third parties to operate and improve our product offerings, and if we are unable to maintain and grow the use of such data, we may be unable to provide users with a platform experience that is relevant and effective, which would harm our business, financial condition and results of operations.

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The large amount of information we use in operating and improving our platform is critical to the experience we provide for our users.

If we are unable to maintain, grow and efficiently handle the data provided to us, the value that we provide to consumers and the quality of matches with financial services partners may be limited.

If we are unable to maintain, grow and efficiently handle the data provided to us, or if third parties are restricted by laws and regulations from providing us with such data, the value that we provide to consumers and SMBs, and the quality of matches with financial services partners may be limited.

In addition, if we do not maintain the quality, accuracy and timeliness of this information, user experience may suffer, which would harm our business, financial condition and results of operations.

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Risks Related to Our Industry and the Consumer Finance Economy

Macroeconomic developments such as inflationary conditions and the current interest rate environment in the U.S.

Macroeconomic developments such as inflationary conditions in the U.S.

have caused macroeconomic uncertainty and may have an adverse impact on our business, results of operations and our vertical diversification strategy.

We began our business with our credit card vertical and have since grown our business to include seven additional verticals:

mortgages, insurance, SMB products, personal loans, banking, investing and student loans.

We began our business with our credit card vertical and have since grown our business to include additional verticals:

mortgages, insurance, SMB products, consumer loans and debt solutions, banking, and investing.

We believe that our vertical diversification strategy has allowed us to navigate different kinds of macroeconomic conditions;

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We cannot, however, guarantee that this offsetting between our verticals will continue or that our business model will be able to withstand the various macroeconomic developments we may see in the future.

During 2023 we saw that increasing interest rates both put pressure on our loans verticals and drove strength in our banking vertical, continuing the offsetting we have seen in the past.

After the regional bank failures that began in the spring of 2023, however, increasing issuer conservatism caused our credit card vertical revenue to begin to decline without any offsetting overperformance in another vertical.

Continued inflationary conditions, high interest rates, and a tightening of credit markets would pose challenges to our business and may impact many of our verticals and may not be offset by performance in other verticals.

During 2025, we saw that uncertainty with the interest rate environment put pressure on our consumer loans, SMB products, and mortgage verticals.

Continued inflationary conditions and slower-than-anticipated interest rate decreases would pose challenges to our business and may impact many of our verticals and may not be offset by performance in other verticals.

Further, an unexpected or prolonged economic downturn, or rapidly rising or sustained high unemployment, would adversely affect our financial condition and results of operations.

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Fluctuations and constraints in the loan markets in the past have harmed, and may in the future, harm our business, financial condition and results of operations.

Economic factors such as increased interest rates, slow economic growth or recessionary conditions, the pace of home price appreciation or the lack of it, changes in household debt levels, and increased unemployment or stagnant or declining wages can affect the loan markets by impacting the number of loan applications and loan approval rates which can adversely affect our business.

Economic factors such as current interest rates, slow economic growth or recessionary conditions, the pace of home price appreciation or the lack of it, changes in household debt levels, and increased unemployment or stagnant or declining wages can affect the loan markets by impacting the number of loan applications and loan approval rates which can adversely affect our business.

Although the U.S.

Federal Reserve decreased the benchmark federal funds rate in 2024, we expect that future interest rate increases and continued conservatism by our financial services partners would negatively impact our loans and SMB product verticals by both reducing demand for loan products and reducing the supply of credit available, making it more difficult for us to match consumers and small and mid-sized businesses with financial services products.

Federal Reserve decreased the benchmark federal funds rate in 2025, we believe that continued conservatism by our financial services partners would negatively impact our loans and SMB product verticals by reducing the supply of credit available, making it more difficult for us to match consumers and SMBs with financial services products.

Risks Related to Regulation

Our business is subject to a variety of financial regulations in the U.S., Canada, Australia, and the UK, many of which are overlapping, ambiguous and still developing, which could subject us to claims or otherwise harm our business.

Aspects of our business are subject to a variety of federal, state and provincial financial and other laws in the U.S., Canada, Australia and UK, including laws, authorizations, and state or provincial licensing requirements relating to matching consumers with financial services providers;

Our business is subject to a variety of financial regulations in the U.S., Canada, and the UK, many of which are overlapping, ambiguous and still developing, which could subject us to claims or otherwise harm our business.

Aspects of our business are subject to a variety of federal, state and provincial financial and other laws in the U.S., Canada, and UK, including laws, authorizations, and state or provincial licensing requirements relating to matching consumers and SMBs with financial services providers;

the marketing of mortgages, credit cards, personal loans, insurance, and other financial products and services;

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federal regulators relevant to our business, such as the FTC and the CFPB, may pursue more enforcement actions.

In addition, the government and regulatory authorities in the UK, Canada, Australia and U.S.

In addition, the government and regulatory authorities in the UK, Canada, and U.S.

including the respective federal agencies, state and provincial legislatures and regulators may from time to time enact new laws, regulations or guidance that may harm our business.

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Any costs incurred to prevent or mitigate this potential liability could also harm our business, financial condition and operating results.

Failure to obtain proper business licenses or other documentation, or to otherwise comply with local laws and requirements regarding marketing or matching consumers with financial services providers, may result in civil or criminal penalties and restrictions on our ability to conduct business in that jurisdiction.

Failure to obtain proper business licenses or other documentation, or to otherwise comply with local laws and requirements regarding marketing or matching consumers and SMBs with financial services providers, may result in civil or criminal penalties and restrictions on our ability to conduct business in that jurisdiction.

Most states require companies to hold licenses in order to solicit or broker loans secured by residential mortgages, and in many cases require the licensure or registration of individual employees or contractors engaged in aspects of these businesses.

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In addition, some states may require licenses to conduct similar activity with respect to commercial loans, credit cards and unsecured personal loans to residents of those states, although the applicability of these requirements to our business varies depending on our products as well as the loan products, terms, and the types of institutions that we partner with.

The UK, Canada, and Australia also have licensure requirements in order to solicit or offer qualitative assessments and comparison of certain financial products, such as loans secured by residential mortgages, consumer loans, credit cards, and insurance.

The UK and Canada also have licensure requirements in order to solicit or offer qualitative assessments and comparison of certain financial products, such as loans secured by residential mortgages, consumer loans, credit cards, and insurance.

Compliance with these requirements may render it more difficult for us and our financial services partners to operate or may raise our internal costs or the costs of our financial services partners, which may be passed on to us through less favorable commercial arrangements.

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We rely on this data provided to us by users and third parties to offer, improve and innovate our products.

If we are unable to maintain and grow such data, we may be unable to provide consumers with a platform experience that is relevant, efficient and effective, which could adversely affect our business, financial condition and results of operations.

If we are unable to maintain and grow such data, we may be unable to provide consumers and SMBs with a platform experience that is relevant, efficient and effective, which could adversely affect our business, financial condition and results of operations.

There are numerous federal, state and local laws and regulations regarding data privacy and the collection, storing, sharing, use, processing, disclosure and protection of personal information and other user data, the scope of which are changing and subject to differing interpretations.

In addition, as we continue to expand internationally, we are subject to foreign data privacy and security laws and regulations.

These data privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent between jurisdictions leading to uncertainty in interpreting such laws.

These data privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent between jurisdictions leading to uncertainty in interpreting and complying with such laws.

We are also subject to the terms of our privacy policies and privacy-related obligations to third parties, and, given the evolving regulatory environment, we expect a heightened level of scrutiny on the data we handle.

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Failure to comply with these laws can result in regulatory fines or penalties.

Certain of our products that are not otherwise subject to the GLBA or FCRA may be subject to additional laws and regulations.

For example, the CCPA created new data privacy rights for California-resident users that were expanded when the California Privacy Rights Act went into effect in 2023.

In addition, a growing number of states have passed

or are expected to pass their own respective privacy laws.

Certain of our products and/or data that are not otherwise subject to the GLBA or FCRA may be subject to additional laws and regulations.

For example, the CCPA created new data privacy rights for California-resident users that were expanded when the CPRA went into effect in 2023.

In addition, a growing number of states have passed or are expected to pass their own respective privacy laws.

These laws, as well as any associated regulations, create a patchwork that poses challenges for our business and may increase our operating costs and potential liability (particularly in the event of a data breach), delay or impede the development of new products, and have a material adverse effect on our business, including how we use information about individuals, our financial condition and the results of our operations or prospects.

As we expand internationally, we will also be subject to international laws regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other user data.

We will also be subject to international laws regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other user data.

For example, following our expansion into the UK market, we became subject to the privacy, data security, and data protection requirements of the UK’s data protection regime, consisting primarily of the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications Regulations 2019 as amended by the Data Protection, Privacy and Electronic Communications Regulations 2020, or the UK GDPR, and other data protection regulations.

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2) Bill, however, did not complete before Parliament was dissolved on May 24, 2024 and is no longer being progressed.

In October 2024, the House of Lords conducted the first reading of a new legislation – the Data (Use and Access) Bill (the Bill).

Although less extensive than the previous government’s proposed legislation, the new Bill still envisages a significant number of changes to UK data protection law.

As a result, we may face challenges in addressing and implementing the requirements of the proposed new law in light of uncertainty over its interpretation and application to data transfer, privacy, data protection, and information security in the UK, and may incur significant costs and expenses in an effort to do so.

In October 2024, the House of Lords conducted the first reading of a new legislation – the Data (Use and Access) Bill (the Bill), which received Royal Assent in June 2025.

Although less extensive than the previous government’s proposed legislation, the new Bill still resulted in a significant number of changes to UK data protection law.

As a result, we have faced challenges in addressing and implementing the requirements of the new law in light of uncertainty over its interpretation and application to data transfer, privacy, data protection, and information security in the UK, and will likely continue to incur significant costs and expenses in an effort to do so.

Any failure or perceived failure by us to comply with applicable laws and regulations or any of our other legal obligations relating to privacy, data protection, or information security may result in governmental investigations or enforcement actions, litigation, claims, or public statements against us.

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Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our customers may limit the adoption and use of, and reduce the overall demand for, our products and services.

We are also subject to and actively taking steps to comply with evolving UK privacy laws on cookies and e-marketing.

In the UK, informed consent is required for the placement of certain cookies or similar technologies on a user’s device and for direct electronic marketing and valid consent is tightly defined, including, a prohibition on pre-checked consents and, in the context of cookies, a requirement to obtain separate consents for each type of cookie or similar technology.

We are also subject to and actively taking steps to comply with evolving privacy and consumer protection laws on cookies and e-marketing.

In the UK, for example, informed consent is required for the placement of certain cookies or similar technologies on a user’s device and for direct electronic marketing and valid consent is tightly defined, including, a prohibition on pre-checked consents and, in the context of cookies, a requirement to obtain separate consents for each type of cookie or similar technology.

Strict enforcement of these requirements could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities.

regulators are also continuing to regulate cookie-related practices under various laws, and the plaintiffs’ bar has targeted these practices through private litigation, including class actions, as well.

Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target users, may negatively impact our efforts to understand users and match them with products.

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We may also be subject to remedies that may harm our business, including fines, demands or orders that we modify or cease existing or planned business practices.

Issues related to the development, proliferation and use of AI could materially adversely affect our reputation, business, financial condition and results of operations.

We currently incorporate AI technology in certain of our products and in our business operations.

Our research and development of such technology remains ongoing, and our ability to develop effective and ethical AI technology will be critical to our financial performance and long-term success.

AI, including generative and agentic AI technologies, presents risks, challenges and unintended consequences that could affect our and our customers’ adoption and use of this technology.

AI algorithms and machine learning methodologies may be flawed.

For example, the use of AI algorithms may raise ethical concerns and legal issues due to perceived or actual unintentional bias in the making of product recommendations.

Additionally, AI technologies are complex and rapidly evolving, and we face significant competition in the market and from other companies regarding such technologies.

Further, while we aim to develop and use AI responsibly and attempt to identify and mitigate ethical and legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise.

In addition to AI regulation under general consumer protection and privacy laws, legislation specifically aimed at regulating the development, deployment and use of AI has been enacted in several states and has also been proposed at the federal level.

Moreover, recent Executive Orders have further addressed federal regulation and policies related to AI.

These laws, proposed laws and Executive Orders may create inconsistent and evolving compliance obligations, which may be costly, challenging and difficult to resolve.

AI-related issues, including continued government regulation of AI, deficiencies and/or failures could give rise to legal and/or regulatory action, damage our reputation or otherwise adversely affect our business, financial condition and results of operations.

Our failure to comply with economic and trade sanctions laws and regulations of the United States could materially adversely affect our reputation, business, financial condition and results of operations.

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We have transitioned to being a remote-first company, which could result in reduced morale and cohesiveness and increased cybersecurity risk, which could negatively affect our business.

During the onset of the COVID-19 pandemic we transitioned all of our employees to a remote work environment in order to mitigate the spread of COVID-19 and comply with local shelter in place policies.

Subsequently we transitioned to being a remote-first company, allowing for almost all roles to be open to remote employees on an ongoing basis.

In 2019, we transitioned all of our employees to a remote work environment in order to mitigate the spread of COVID-19 and comply with local shelter in place policies and subsequently we transitioned to being a remote-first company, allowing for almost all roles to be open to remote employees on an ongoing basis.

The transition to being a remote-first company may lead to reduced employee morale or cohesiveness among our employees.

In addition, our new remote-first employment policy may exacerbate certain risks to our business, including an increased demand for information technology resources, increased risk of phishing and other cybersecurity attacks, increased risk of unauthorized dissemination of sensitive information and increased complexity in coordinating the actions of the organization across various time zones, any of which could adversely affect our business.

In addition, our remote-first employment policy may exacerbate certain risks to our business, including an increased demand for information technology resources, increased risk of phishing and other cybersecurity attacks, increased risk of unauthorized dissemination of sensitive information and increased complexity in coordinating the actions of the organization across various time zones, any of which could adversely affect our business.

As a result, our culture, information technology requirements, cybersecurity risk, and business operations could be adversely affected.

Risks Related to Our Technology, Security and Intellectual Property

Security incidents, or real or perceived errors, failures or bugs in our systems and platform could impair our operations, compromise our confidential information or our users’ personal information, damage our reputation and brand, and harm our business and operating results.

Cybersecurity incidents, or real or perceived errors, failures or bugs in our systems and platform could impair our operations, compromise our confidential information or our users’ personal information, damage our reputation and brand, and harm our business and operating results.

Our continued success depends on our systems, applications, and software continuing to operate and to meet the changing needs of our users and financial services partners.

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Our security measures could also be compromised by our personnel, theft or errors, or be insufficient to prevent exploitation of security vulnerabilities in software or systems on which we rely.

Such incidents may in the future result in unauthorized, unlawful or inappropriate use, destruction or disclosure of, access to, or inability to access the sensitive, proprietary and confidential information that we handle.

Such cybersecurity incidents may in the future result in unauthorized, unlawful or inappropriate use, destruction or disclosure of, access to, or inability to access the sensitive, proprietary and confidential information that we handle.

These incidents may remain undetected for extended periods of time allowing malfeasors to use time to their advantage.

Because there are many different cybercrime and hacking techniques and such techniques continue to evolve, we may be unable to anticipate attempted security breaches, react in a timely manner or implement adequate preventative measures.

Because there are many different cybercrime and hacking techniques and such techniques continue to evolve, we may be unable to anticipate all cybersecurity threats, react in a timely manner or implement adequate preventative or remedial measures.

In addition, we may not have adequate insurance to cover these losses or that such insurance will continue to be available on terms acceptable to us.

While we have developed systems and processes designed to protect the integrity, confidentiality and security of our and our users’ confidential and personal information under our control, we cannot assure you that any security measures that we or our third-party service providers have implemented will be effective against current or future security threats.

A security breach or other security incident, or the perception that one has occurred, could result in a loss of confidence by both our users and financial services partners and damage our reputation and brand;

A cybersecurity or other security incident, or the perception that one has occurred, could result in a loss of confidence by both our users and financial services partners and damage our reputation and brand;

reduce demand for our products;

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and subject us to litigation, regulatory enforcement action, fines, penalties, and other liability, which could adversely affect our business, financial condition and results of operations.

Even if we take steps that we believe are adequate to protect us from cyber threats, hacking against our competitors or other companies in our industry could create the perception among our users and financial services partners that our digital platform is not safe to use.

Security incidents could also damage our IT systems and our ability to make the financial reports and other public disclosures required of public companies.

Even if we take reasonable steps that we believe are adequate to protect us from cybersecurity threats, hacking against our competitors or other companies in our industry could create the perception among our users and financial services partners that our digital platform is not safe to use.

Cybersecurity incidents could also damage our IT systems and our ability to make the financial reports and other public disclosures required of public companies.

These risks are likely to continue to increase as we continue to grow and process, store and transmit increasingly larger volumes of data.

We rely on third-party service providers to support our platform and information technology systems.

We rely on third-party service providers to provide critical services that help us deliver our products and operate our business, including hosting our platform.

We rely on third-party service providers to provide critical services that help us deliver our products and services and operate our business, including hosting our platform.

These providers may support or operate critical business systems for us or store or process the same sensitive, proprietary and confidential information that we handle.

We do not have redundant network or rapid disaster recovery capabilities in most cases for the services provided by third-party service providers.

These third party service providers may be susceptible to operational, technological and security vulnerabilities, including security breaches or other security incidents that compromise the confidentiality, integrity or availability of the systems they operate for us or the information they process on our behalf.

These third-party service providers may be susceptible to operational, technological and security vulnerabilities, including cybersecurity breaches or other security incidents that compromise the confidentiality, integrity or availability of the systems they operate for us or the information they process on our behalf.

In addition, these providers may rely on subcontractors to provide services to us that face similar risks.

Our ability to monitor our third-party service providers’ data security is limited and yet such occurrences could adversely affect our business to the same degree as if we had experienced these occurrences directly.

Although we incorporate contractual provisions that require that our providers and their subcontractors protect our data and information, including personal data, any failure or security breaches by or of our third-party service providers or their subcontractors that result in an interruption in service, unauthorized access, misuse, loss or destruction of data or other similar occurrences could interrupt our business, cause us to incur losses, result in loss of reputation and consumer trust and subject us to customer complaints, significant fines, litigation, disputes, claims, and regulatory investigations or other inquiries.

Furthermore, any

contractual protections such as a counterparty’s obligation to indemnify us may not be sufficient to protect us if our counterparty doesn’t have adequate resources or if we are unable to enforce such protections.

Although we incorporate contractual provisions that require that our providers and their subcontractors protect our data and information, including personal information, any failure or security breaches by or of our third-party service providers or their subcontractors that result in an interruption in service, unauthorized access, misuse, loss or destruction of data or other similar occurrences could interrupt our business, cause us to incur losses, result in loss of reputation and consumer and SMB trust and subject us to

customer complaints, significant fines, litigation, disputes, claims, and regulatory investigations or other inquiries.

Any contractual protections such as a counterparty’s obligation to indemnify us may not be sufficient to protect us if our counterparty doesn’t have adequate resources or if we are unable to enforce such protections.

In other cases, our insurance may not cover potential claims of this type adequately or at all, and we may be required to pay monetary damages,which may be significant.

Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business.

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If we are unable to obtain adequate financing or financing on satisfactory terms when required, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, delayed or abandoned, and our business may be harmed.

We cannot guarantee that our stock repurchase program will be fully consummated or that it will enhance long-term stockholder value.

Although we have a plan authorized for the repurchase of our Class A common stock, we cannot guarantee that the stock repurchase program will be fully consummated or that it will enhance long-term stockholder value.

As of December 31, 2025, $55.2 million remained available under the Repurchase Program (as defined below), which does not have an expiration date.

The timing and actual number of shares repurchased, if any, are at management’s discretion and will depend on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements, and other market conditions.

Our Repurchase Program may be suspended or discontinued at any time without prior notice, and our Board of Directors may authorize the repurchase of additional securities under the program.

Repurchases pursuant to the Repurchase Program could affect the price of our Class A common stock and increase volatility in such securities.

We may be unable to make acquisitions and investments, successfully integrate acquired companies into our business, or our acquisitions and investments may not meet our expectations, any of which could adversely affect our business, financial condition, and results of operations.

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For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We could be an emerging growth company for up to five years following the year of our initial public offering, although circumstances could cause us to lose that status earlier.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which requires the market value of our Class A common stock that is held by non-affiliates to exceed $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies.

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If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock, and our stock price may be more volatile.

As a public company, we are subject to more stringent federal and state law requirements.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of Nasdaq and other applicable securities rules and regulations.

Despite reforms made possible by the JOBS Act, compliance with these rules and regulations have increased our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an emerging growth company.

The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results.

As a result of disclosure of information in filings required of a public company, our business and financial condition has become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties.

If such claims are successful, our business, results of operations, financial condition and prospects could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our brand and reputation, business, results of operations, financial condition and prospects.

We will incur increased costs if we are no longer an emerging growth company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, and particularly after we are no longer an emerging growth company, we will incur significant legal, accounting, investor relations and other expenses that we did not incur as a private company.

In addition, the Sarbanes-Oxley Act and rules subsequently implemented by the SEC and Nasdaq have imposed various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices.

Stockholder activism, the current political environment and the current high level of U.S.

government intervention and regulatory reform may also lead to substantial new regulations and disclosure obligations, which may in turn lead to additional compliance costs and impact the manner in which we operate our business in ways we do not currently anticipate.

Our management and other personnel will need to devote a substantial amount of time to comply with these requirements.

Moreover, these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements.

If we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our Class A common stock may decline.

Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to furnish a report by our management on our internal control over financial reporting, and after becoming an accelerated filer and once we no longer qualify as an emerging growth company, our independent registered public accounting firm will also be required to provide an attestation report on our internal control over financial reporting.

The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.

To comply with the Sarbanes-Oxley Act, the requirements of being a reporting company under the Exchange Act and any complex accounting rules in the future, we may need to upgrade our information technology systems;

Commencing on December 31, 2026, we will no longer qualify as an emerging growth company and the reduced disclosure requirements applicable to an emerging growth company will no longer apply to us.

We will incur increased costs and management burden as a public company, particularly after we are no longer an emerging growth company, and any failure to maintain effective internal control over financial reporting could adversely affect our business and stock price.

As a public company, and particularly after we cease to qualify as an emerging growth company commencing on December 31, 2026, we will be subject to increased legal, accounting, investor relations, compliance, and other expenses.

The Sarbanes-Oxley Act and rules implemented by the SEC and Nasdaq impose significant requirements on public companies, including with respect to disclosure controls, internal control over financial reporting, and corporate governance practices.

In addition, evolving regulatory expectations, stockholder activism, the current political environment, and heightened regulatory scrutiny may result in new or expanded compliance obligations, the timing and scope of which are difficult to predict.

We are required to maintain internal control over financial reporting and to report on the effectiveness of those controls pursuant to Section 404 of the Sarbanes-Oxley Act.

As an accelerated filer and once we are no longer an emerging growth company, our independent registered public accounting firm will also be required to attest to the effectiveness of our internal control over financial reporting.

Compliance with these requirements is complex, time consuming, and resource intensive, and may require us to upgrade our information technology systems;

implement additional financial and management controls, reporting systems, and procedures;

and hire additional accounting and finance staff.

If we or, if required, our auditors, are unable to conclude that our internal control over financial reporting is effective, investors may lose confidence in our financial reporting and the trading price of our Class A common stock may decline.

There can be no assurance that there will not be material weaknesses in our internal control over financial reporting in the future.

Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows.

If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines that we have a material weakness in our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our Class A common stock could decline and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

In addition, if we are no longer an emerging growth company, we will incur additional legal, accounting, and other expenses.

Our management and other personnel will need to devote a substantial amount of time to comply with these requirements.

Moreover, these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements.

and hire or retain additional accounting and finance personnel.

Our management and other personnel will be required to devote substantial time and attention to these compliance initiatives, which could divert resources from operating our business.

If we are unable to maintain effective internal control over financial reporting or unable to conclude that our internal controls are effective, or if our independent registered public accounting firm identifies a material weakness or is required to issue an adverse opinion, we may not be able to accurately or timely report our financial condition, results of operations, or cash flows.

As a result, investor confidence in our financial reporting could be adversely affected, the market price of our Class A common stock could decline, and we could be subject to regulatory scrutiny, investigations, or sanctions by the SEC, Nasdaq, or other regulatory authorities.

In addition, any failure to remediate identified material weaknesses or to maintain effective internal controls could limit our ability to access the capital markets on favorable terms, or at all.

As a public company, we are subject to increased regulatory requirements and scrutiny, which increase our costs and may adversely affect our business.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing standards of Nasdaq, and other applicable securities laws and regulations.

Compliance with these laws, rules and regulations has increased, and will continue to increase, our legal, accounting and financial compliance costs, and has made, and may continue to make, certain activities more time-consuming, costly or difficult.

These requirements also place demands on our management, administrative and operational resources, particularly as we transition out of emerging growth company status.

For example, the Exchange Act requires that we file annual, quarterly and current reports regarding our business and operating results.

In addition, as a public company we are subject to increased scrutiny from regulators, investors, analysts and the media.

The public disclosure of information required in our filings and other public communications increases the visibility of our business and financial condition and may result in threatened or actual litigation, including by competitors, stockholders or other third parties.

Any such claims, whether or not successful, could result in substantial costs, divert management’s attention and resources, and harm our reputation.

If such claims are successful, our business, results of operations, financial condition and prospects could be materially adversely affected.

Sales of a substantial number of shares of our Class A common stock by our existing stockholders in the public market could cause our stock price to decline.

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What changed 10-K

Item 1A. Risk Factors