What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-02-26 · 242 added, 193 removed, 632 unchanged (41% of the section changed)

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• Our historical revenue growth rates may not be indicative of our future growth.

• Our platform and products are dependent on APIs built and owned by third parties, including social media networks, and if we lose access to data provided by such APIs or the terms and conditions on which we obtain such access become less favorable, our business could suffer.

• If we are unable to attract potential customers through unpaid channels, convert this traffic to free trials and other leads or convert free trials and other leads to paid subscriptions, our business and results of operations may be adversely affected.

• Our platform and products are dependent on APIs built and owned by third parties, including social media networks, and if we cannot renew on commercially reasonable terms or we lose access to data provided by such APIs for any reason, our business could suffer.

• If we are unable to attract potential customers through unpaid channels, or other sources of demand, including expansion opportunities from existing customers and outbound sales efforts, or convert prospective customers and expansion opportunities into paid subscriptions, our business and results of operations may be adversely affected.

• If we fail to adapt and respond effectively to rapidly changing technology, new social media platforms, evolving industry standards or changing customer needs, requirements, tastes or preferences, our products may become less competitive.

• As more of our sales efforts target larger enterprise customers, our sales cycle has and may continue to become longer and more expensive and we may encounter increased pricing pressure and compliance challenges.

• As more of our sales efforts target larger mid-market and enterprise customers and we transition certain lower recurring revenue customers to lower-touch and self-service models, our sales cycles have and may continue to become longer and more expensive, and we may face increased pricing, packaging and customer segmentation risks.

• We recognize subscription revenue ratably over the term of our customer contracts.

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• Our estimates of market opportunity, forecasts of market growth and our operating metrics may prove to be inaccurate.

• The market in which we operate is competitive, and if we do not compete effectively, our operating results could be harmed.

Legal and Regulatory Risks

• We are subject to stringent and changing laws and obligations related to data privacy and security.

• We are subject to stringent and changing obligations related to data privacy and security.

Our actual or perceived failure to comply with such laws and obligations could lead to regulatory investigations or actions;

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and other adverse business consequences.

• If our information technology systems or data, or those of third parties with whom we work, are or were compromised, we could experience adverse consequences, including but not limited to regulatory investigations or actions;

• If our information technology systems or data, or those of third parties with whom we work, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions;

fines and penalties;

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• Our share price has been and may continue to be volatile, and you could lose all or part of your investment.

• The dual class structure of our common stock and the existing ownership of capital stock by our Co-Founders have the effect of concentrating voting control with our Co-Founders for the foreseeable future, which limits the ability of our other investors to influence corporate matters.

Risks Related to Tax and Accounting Matters

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• Taxing authorities may successfully assert that we should have collected or withheld, or in the future should collect or withhold, sales and use, gross receipts, value-added, federal, state, or foreign employment, or similar taxes and may successfully impose additional obligations on us, and any such assessments or obligations could adversely affect our business, financial condition and results of operations.

Risks Related to Intellectual Property Matters

• Inability or failure to protect our intellectual property rights could impair our business.

• Third party intellectual property infringement claims could impair our business.

General Risk Factors

• Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and share price.

• We may make acquisitions of, or invest in, other businesses or technologies, which may divert our management’s attention and result in the incurrence of indebtedness or dilution to our

stockholders.

• Unstable market, economic and political conditions may have serious adverse consequences on our business, financial condition and share price.

• We may make acquisitions of, or invest in, other businesses or technologies, which may divert our management’s attention and result in the incurrence of indebtedness or dilution to our stockholders.

We may be unable to integrate acquired businesses or technologies successfully or achieve the expected benefits of such acquisitions and investments.

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• continued market acceptance of our platform and products for existing and new use-cases;

• our ability to successfully execute on new product innovation and enhancements;

• the timing of development and release of new products and functionality introduced by us and our competitors;

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• the usability and time to value of our products;

• the pricing of our products and the impact of any future price increases;

• the pricing and packaging of our products and the impact of any future changes to pricing and packaging;

• the level of customer service that we provide;

• technological change;

• the reallocation of customer technology budgets toward artificial intelligence tools and initiatives, which could reduce demand for or delay purchases of our products;

• growth or contraction in our addressable market;

• macroeconomic factors and their impacts on our customers and their budgets for our platform and products.

Our current and prospective customers are impacted by unstable macroeconomic conditions to varying degrees.

Such conditions include, but are not limited to the impact of fluctuations in inflation and interest rates and ongoing overseas conflict.

We cannot predict the impact macroeconomic conditions will have on our existing or prospective customers and how that may impact their spending with us.

We have a number of federal government customers that may be impacted by any budget cuts implemented by the incoming administration.

We cannot predict the impact any budget cuts will have on our existing or prospective customers and how that may impact their spending with us.

We have previously increased prices in the past and may effect additional price increases in the future.

Any future pricing increase may cause our total number of customers to continue to decrease even when the average spend per customer increases over time.

We may also experience softening demand or negative sentiment from our customers and prospective customers as a result of our increased pricing, which could impact our brand and competitiveness.

We have previously increased prices in the past and may change our pricing and packaging or introduce alternative pricing structures, including consumption-based models, in the future.

Any future pricing or packaging changes may not result in additional revenue and may cause revenue to decline.

With any such changes, we may experience softening demand, longer sales cycles, increased discounting, challenges aligning pricing or packaging with perceived customer value across different use cases or product offerings, or negative sentiment from our customers and prospective customers, which could impact our brand and competitiveness.

If we are unable to meet customer demands and manage customer experiences through flexible solutions designed to address their needs or otherwise achieve more widespread market acceptance of our platform and products, our revenue, business, results of operations and financial condition and growth prospects will be adversely affected.

In order for us to maintain or improve our operating results, it is important that our existing customers renew their subscriptions, maintain or increase the level of their plans and add additional users, social profiles and products to their subscriptions.

Our customers have no obligation to renew their subscriptions, and we cannot assure you that our customers will renew subscriptions with a similar or increased subscription term or plan level or with the same or a greater number of users, social profiles or products.

Some of our customers have elected not to renew their agreements with us and we may not be

able to accurately predict renewal rates.

Our customers have no obligation to renew their subscriptions, and we cannot assure you that our customers will renew subscriptions with a similar or

increased subscription term or plan level or with the same or a greater number of users, social profiles or products.

Some of our customers have elected not to renew their agreements with us and we may not be able to accurately predict renewal rates.

Moreover, while our contracts are generally non-cancellable during the contractual subscription term, certain customers have the right to cancel their agreements prior to the expiration of the subscription term.

Our renewal rates may decline or fluctuate and our cancellation rates may increase as a result of a number of factors, including customer satisfaction with our platform and products, our customer success and support experience, the price and functionality of our solutions relative to those of our competitors, mergers and acquisitions affecting our customer base, the effects of global economic conditions, or reductions in our customers’ spending levels.

Our renewal rates may decline or fluctuate and our cancellation rates may increase as a result of a number of factors, including customer satisfaction with our platform and products, our customer success and support experience, our pricing and packaging, the functionality of our solutions relative to those of our competitors, mergers and acquisitions affecting our customer base, the effects of global economic conditions, or reductions in our customers’ spending levels.

This may also cause our calculation of the lifetime value of our customers to decline or fluctuate between periods as this calculation assumes the subscription renewal rate for a given year will remain consistent in future years.

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Our historical revenue growth rates may not be indicative of our future growth.

We have experienced revenue growth in the past, but the rate of our growth has varied.

We have experienced revenue growth in the past, but the rate of our growth has varied and has declined in recent years.

For example, in 2025, our revenue was $457.5 million, an increase of 13% as compared to our revenue of $405.9 million in 2024, which was an increase of 22% as compared to our revenue of $333.6 million in 2023.

We may not continue to grow at similar or faster rates in the future, and our revenue growth rates may decline.

Our revenue growth may slow or our revenue may decline for a number of other reasons, including declining customer count, the maturation of our company, reduced demand for our products, increased competition, a decrease in the growth or reduction in size of our overall market, failure to capitalize on growth opportunities, and the impacts to our business from macroeconomic factors such as fluctuations in inflation and interest rates, ongoing overseas conflict, volatility in the capital markets and related market uncertainty.

We may not continue to grow at similar or faster rates in the future, and our revenue growth rates may continue to decline.

Our revenue growth rate or our revenue may decline for a number of other reasons, including declining customer count, the maturation of our company, reduced demand for our products, increased competition, a decrease in the growth or reduction in size of our overall market, failure to capitalize on growth opportunities, and the impacts to our business from macroeconomic factors such as geopolitical instability and uncertainty, fluctuations in inflation, interest rates and currency exchange rates, tariffs and trade tensions, volatility in the capital markets and related market uncertainty.

Our current and prospective customers are impacted by volatile macroeconomic conditions to varying degrees and as a result, in some cases we are experiencing slower growth of existing customers most impacted by these conditions.

If we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile or decline, and we may not achieve or maintain profitability.

If we are unable to maintain or increase our revenue growth, our stock price could be volatile or decline, and we may not achieve or maintain profitability.

You should not rely on our revenue for any prior quarterly or annual periods as any indication of our future revenue or revenue growth.

Our platform and products are dependent on APIs built and owned by third parties, including social media networks, and if we lose access to data provided by such APIs or the terms and conditions on which we obtain such access become less favorable, our business could suffer.

Our platform and products are dependent on APIs built and owned by third parties, including social media networks, and if we cannot renew on commercially reasonable terms or we lose access to data provided by such APIs for any reason, our business could suffer.

Our platform and products depend on the ability to access and integrate with third-party APIs.

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These negotiated agreements may provide increased access to APIs and data that may allow us to provide a more comprehensive solution for our customers.

These agreements are subject to termination and renewal according to their terms.

There can be no assurance that we will be able to renew any of our agreements with social media networks and other data providers, or that the terms of any such renewal, including pricing and levels of service, will be favorable.

We cannot accurately predict the potential impact of any modification or termination of such agreements, including the impact on our access to the related APIs.

There can be no

assurance that following any such modification or termination, we would be able to maintain our platform’s current level of functionality in such circumstances, as a result of more limited access to APIs or otherwise, which could adversely affect our results of operations.

These agreements are subject to pricing and access changes and termination and renewal according to their terms.

There can be no assurance that we will be able to renew any of our agreements with social media networks and other data providers on terms acceptable to us, including pricing and levels or service, or at all.

For example, we have experienced and may in the future continue to experience price increases.

The fees and other economic terms associated with the API access may vary by provider and may continue to increase over time.

If these costs increase materially, or if the renewal terms become significantly less favorable from a commercial, operational or strategic perspective, we may limit, discontinue, or charge customers for certain integrations or determine not to renew such agreements .

We cannot accurately predict the potential impact of any modification, non-renewal, or termination of such agreements, including the impact on our access to the related APIs.

There can be no assurance that following any such modification or termination, we would be able to maintain our platform’s current level of functionality in such circumstances, as a result of more limited access to APIs or otherwise, which could result in customer dissatisfaction, loss of customers or reduced revenue and adversely affect our results of operations.

For example, we are currently a member of the X (formerly known as Twitter) Official Partner Program.

There can be no assurance that X will maintain this program in its current form or at all and any change to the program, our access or the terms of our membership, including pricing, may have a negative impact on our business.

There can be no assurance that X will maintain this program in its current form or at all, or that we will be able to continue our participation on commercially acceptable terms, and any change to the program, our access or the terms of our membership, including pricing, may have a negative impact on our business.

In addition, there can be no assurance that we will not be required to enter into new negotiated agreements with data providers in the future to maintain or enhance the level of functionality of our platform, or that the terms and conditions of such agreements, including pricing and levels of service, will not be less favorable, which could adversely affect our results of operations.

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• changes, limits or discontinues our access to its APIs and data;

• modifies its terms of service or other policies, including fees charged or restrictions on us or application developers;

• modifies its terms of service or other policies, including restrictions on us or application developers;

• increases the cost associated with API access, data usage, or other pricing;

• changes or limits how customer information and other data is accessed by us or our customers;

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• experiences disruptions of its technology, services or business generally.

If we are unable to attract potential customers through unpaid channels, convert this traffic to free trials and other leads or convert free trials and other leads to paid subscriptions, our business and results of operations may be adversely affected.

Our primary go-to-market strategy is an inbound marketing funnel designed to drive traffic to our web properties that offer prospective customers the ability to sign up for free trials or demonstrations of our platform and certain products.

We utilize various unpaid content marketing strategies, including webinars, blogs, thought leadership and social media engagement, as well as paid advertising, to attract visitors to our web properties, free trials and demonstrations.

We cannot assure you that these unpaid or paid efforts will continue to attract the same volume and quality of traffic to our web properties and free trials and demonstrations and, in the future, we may be required to increase our marketing spend to maintain the same volume and quality of traffic.

The conversion rate of free trials and other lead sources to paid subscriptions is impacted by a number of factors, including our ability to promptly demonstrate value to trial and other prospective customers, drive trial customer adoption deeper into our product capabilities and deliver a favorable trial and demonstration customer experience with our sales and customer support teams.

Any change in the number or quality of prospective customers entering free trials or requesting demonstrations or the conversion rates for such free trials or demonstrations to paid subscriptions could have an adverse impact on our business and results of operations.

If we are unable to attract potential customers through unpaid channels, or other sources of demand, including expansion opportunities from existing customers and outbound sales efforts, or convert prospective customers and expansion opportunities into paid subscriptions, our business and results of operations may be adversely affected.

Our go-to-market strategy relies on multiple sources of demand, including inbound marketing, expansion of existing customer relationships and targeted outbound sales efforts.

A significant portion of prospective customers, including larger customers, enter our sales funnel through free trials, product demonstrations or contact-me requests initiated through our web properties.

We utilize various unpaid content marketing strategies, including webinars, blogs, thought leadership and social media engagement, as well as paid advertising, and other demand generation activities, to attract visitors to our web properties, free trials and demonstrations.

We cannot assure you that these unpaid or paid efforts or our existing customer expansion and outbound initiatives will continue to attract the same volume, quality of traffic, demand to our web properties, free trials, and demonstrations.

In the future, we may be required to increase our marketing, sales or customer success spend to maintain the same volume and quality of pipeline.

The conversion rate of free trials and other lead sources to paid subscriptions is impacted by a

number of factors, including our ability to promptly demonstrate value to trial and other prospective customers, drive trial customer adoption deeper into our product capabilities and deliver a favorable trial and demonstration customer experience with our sales and customer support teams.

The conversion of expansion opportunities from existing customers is similarly dependent on our ability to deliver ongoing value, product adoption and customer experience.

Any change in the number or quality of prospective customers entering free trials or requesting demonstrations, a reduction in expansion opportunities from existing customers, or the conversion rates for such free trials or demonstrations to paid subscriptions could have an adverse impact on our business and results of operations.

If we fail to adapt and respond effectively to rapidly changing technology, new social media platforms, evolving industry standards or changing customer needs, requirements, tastes or preferences, our products may become less competitive.

Social media and the software industry are each subject to rapid technological change, evolving industry standards and practices, developing regulatory requirements and changing customer and user needs, requirements, tastes and preferences.

Social media and the software industry are each subject to rapid technological change, evolving industry standards and practices, developing and fragmented regulatory requirements and changing customer and user needs, requirements, tastes and preferences.

The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis.

A significant example of these changes is the rapid advancement of AI technologies.

A significant example of these changes is the rapid advancement of AI technologies, which presents both competitive pressure to adopt such technologies and risks associated with their deployment, including security risks, data privacy considerations, and evolving customer expectations regarding AI use.

If we are unable to develop and sell new products that satisfy our customers and provide enhancements and new features for our existing platform and products that keep pace with the rapid change in social media and the software industry, our revenue and operating results could be adversely affected.

Our platform must also integrate with a variety of network, hardware, browser, mobile and software platforms, and technologies, and we must continuously modify and enhance our products to adapt to changes and innovation in these technologies.

If new technologies

emerge or our competitors are able to deliver solutions at lower prices or more efficiently, conveniently or securely, such technologies or solutions could adversely affect our ability to compete.

If new technologies emerge or our competitors are able to deliver solutions at lower prices or more efficiently, conveniently or securely, such technologies or solutions could adversely affect our ability to compete.

The social media industry has experienced and is likely to continue to experience rapid change due to the evolving trends, tastes and preferences of users, changing policies and the evolving regulatory landscape.

If consumers widely adopt new social media networks and other third-party platforms or our customers’ use cases require new integrations with third-party platforms, we may need to develop integrations and functionality related to these new networks and platforms.

Existing platforms may also modify the terms, pricing, or availability of API access, which could increase our costs or limit the functionality we can offer.

This development effort may require significant research and development and sales and marketing resources, as well as licensing fees, all of which could adversely affect our business and operating results.

In addition, new social media networks and other third-party platforms may not provide us with sufficient access to data from their platforms, preventing us from building effective integrations with our platform and products.

Regulatory requirements, including potential bans, and changing consumer tastes may also render our current integrations or functionality obsolete and the financial terms, if any, under which we obtain such integrations or functionality unfavorable.

Any failure of our products to operate effectively with the social media networks and other third-party platforms used most frequently by consumers or customers could reduce the demand for our products.

Regulatory requirements and changing consumer tastes may also render our current integrations or functionality obsolete and the financial terms, if any, under which we obtain such integrations or functionality unfavorable.

Any termination of our relationships with, or failure of our products to operate effectively with, the social media networks and other third-party platforms used most frequently by consumers or customers could reduce the demand for our products.

If we are unable to respond to these changes in a cost-effective manner, our products may become less marketable and less competitive or obsolete, and our operating results may be negatively affected.

In addition, the technology industry has experienced, and may continue to experience, leadership changes, layoffs and other corporate changes that could have a negative impact on our ability to work effectively with these partners.

As more of our sales efforts target larger enterprise customers, our sales cycle has and may continue to become longer and more expensive and we may encounter increased pricing pressure and compliance challenges.

As we continue to target more of our sales efforts toward larger enterprise customers, we expect to face continued heightened costs, longer sales cycles, greater competition and less predictability in completing some of our sales.

As more of our sales efforts target larger mid-market and enterprise customers and we transition certain lower recurring revenue customers to lower-touch and self-service models, our sales cycles have and may continue to become longer and more expensive, and we may face increased pricing, packaging and customer segmentation risks.

As we continue to target more of our sales efforts toward larger mid-market and enterprise customers, we expect to face continued heightened costs, longer sales cycles, greater competition and less predictability in completing some of our sales.

A large customer’s decision to use our services may require broad consensus within their organization, requiring multiple levels of sign off.

Such sales require considerable time for the customer to evaluate and test our platform prior to making a purchasing decision.

In addition, we may face stronger competition to attract larger customers, resulting in the need to reduce our pricing or offer additional incentives in order to complete a sale.

In addition, we may face stronger competition to attract larger customers, resulting in the need to reduce our pricing or offer more attractive packaging, or offer additional incentives in order to complete a sale.

Also, such customers may require greater levels of education regarding the use and benefits of our services, as well as addressing concerns regarding data privacy and security obligations, and international law.

As a result of these factors, these sales opportunities may require us to devote greater resources to individual customers, driving up costs and time required to complete sales and diverting our resources to a smaller number of larger transactions.

If we fail to effectively manage these risks associated with sales cycles and sales to larger enterprise customers, our business, financial condition, and results of operations may be harmed.

As a result of these factors, these sales opportunities may require us to devote greater resources to larger individual customers, driving up costs and time required to complete sales and diverting our resources to a smaller number of larger transactions.

If we fail to effectively manage these risks associated with sales cycles and sales to larger mid-market and enterprise customers, our business, financial condition, and results of operations may be harmed.

In connection with these changes, we have shifted certain customers with lower levels of annual recurring revenue to self-service purchasing and lower-touch engagement models.

While this shift is intended to improve operating efficiency, support profitability, and reduce churn, it has resulted in fewer sales, less revenue, reduced expansion opportunities, and increased attrition within these customer segments.

These results may continue or expand.

In addition, under these lower-touch models, customers may have limited or no direct interaction with human sales or support personnel and may instead rely on automated or digital communications.

If customers perceive these offerings as sufficient to meet their needs, existing or prospective customers may elect lower-priced or more limited offerings rather than higher-priced plans that include additional services, features or human support.

This could reduce average contract values within these customer segments, increase pricing pressure, adversely affect our packaging strategy, or result in reduced demand for of higher-revenue subscription plans.

We recognize subscription revenue ratably over the term of our customer contracts.

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We also may be unable to adjust our cost structure to reflect the changes in revenue, resulting in lower margins and earnings.

In addition, our subscription-based model also makes it difficult to rapidly increase our revenue

through additional sales in any period, as revenue from new customers generally will be recognized over the term of the applicable agreement.

In addition, our subscription-based model also makes it difficult to rapidly increase our revenue through additional sales in any period, as revenue from new customers generally will be recognized over the term of the applicable agreement.

If we do not adequately fund our research and development efforts, or use research and development teams effectively, we may not be able to compete effectively, and our business and operating results may be harmed.

To remain competitive, we must continue to develop new product offerings, as well as features and enhancements to our existing platform and products.

To remain competitive, we must continue to develop new product offerings, as well as features and enhancements to our existing platform and products, including those incorporating artificial

intelligence.

Maintaining adequate research and development personnel and resources to meet the demands of the market is essential.

If we experience high employee turnover, lack of management ability or a lack of other research and development resources, we may miss market opportunities.

The success of our business is dependent on our research and development teams developing a roadmap that allows us to retain and increase the spending of our existing customers and attract new customers, including by appropriately identifying, prioritizing and executing on opportunities related to artificial intelligence and other emerging technologies.

Social media is quickly evolving and we may invest significantly in particular functionality or integrations that may become obsolete in the future.

In addition, in the future, new functionality may be required or networks may emerge and gain popularity with social media users, requiring us to quickly develop integrations.

Further, many of our competitors may expend a considerably greater amount of funds on their research and development programs, and those that do not may be acquired by larger companies that would allocate greater resources to our competitors’ research and development programs.

Further, many of our competitors may expend considerably greater funds on their research and development programs, and those that do not may be acquired by larger companies that would allocate greater resources to our competitors’ research and development programs.

Our failure to maintain adequate research and development resources, to use our research and development resources efficiently or to compete effectively with the research and development programs of our competitors could materially adversely affect our business.

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From time to time, we experience spikes in the number of customer support tickets that we receive, which may result in an increase in customer requests and significant delays in responding to our customers’ requests.

We have experienced high customer satisfaction (CSAT) scores.

We achieved a 13% completion rate for our recent CSAT surveys.

As a result, the recent scores may not be reflective of our broader customer base, and customer satisfaction and the related scores could decrease in the future.

Increased customer demand for our support services, without corresponding revenue increases, could increase our costs and harm our operating results.

We have historically experienced high customer satisfaction (CSAT) scores.

However, past scores may not be indicative of future customer satisfaction, in particular due to the relatively low level of customer participation in satisfaction surveys.

We have implemented AI-powered customer support capabilities in certain support channels, which have reduced customer reliance on human support, which have enabled us to scale our support function more efficiently.

However, if these AI-powered solutions are not implemented effectively, fail to perform as expected, or are not well received by our customers, our customer satisfaction, business reputation and operating results could be adversely affected.

Increased customer demand for our support services, or a failure of automation and efficiency initiatives to scale as expected, without corresponding revenue increases, could increase our costs and harm our operating results.

As we continue to grow our operations and support our global user base, we need to continue to provide efficient and high-quality support that meets our customers’ needs globally at scale.

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Our failure to invest in AI technologies and incorporate them into various facets of our business and product offerings in a timely, effective and compliant manner may place us at a competitive disadvantage, reducing demand for our offerings and adversely affecting our business, financial condition and results of operations.

Our competitors may more effectively internally utilize AI, enabling their

business to run more efficiently than Sprout Social, placing us at a competitive disadvantage, and they may better incorporate AI into their product offerings, negatively impacting demand for our products.

Our competitors may more effectively internally utilize AI, enabling their business to run more efficiently than Sprout Social, placing us at a competitive disadvantage, and they may better incorporate AI into their product offerings, negatively impacting demand for our products.

AI advances have the potential to enable the development of alternative competitive services or enable our customers to reduce or bypass the use of our services, such as a reduction of seats used by our customers.

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We use machine learning and AI technologies in our business, and we are making investments in expanding AI capabilities in our products, services and tools, including improving existing and developing new AI technologies.

In recent periods, we have materially expanded the use of AI-powered features in our platform to include natural language processing, generative AI, and agentic AI-based capabilities.

Over time, such AI capabilities will likely become increasingly integrated into our products.

However, AI technologies are complex and rapidly evolving, and we face significant competition from other companies as well as an evolving regulatory landscape.

The proliferation of new and emerging AI technologies, such as generative AI, may require additional investment in the development of proprietary datasets and machine learning models, new approaches and processes to provide attribution or remuneration to creators of training data and appropriate protections and safeguards for handling the use of customer data with AI technologies, which may be costly and could impact our expenses if we decide to further expand AI technologies in our product offerings.

The proliferation of new and emerging AI technologies may require additional investment in the development of proprietary datasets and machine learning models, new approaches and processes to provide attribution or remuneration to creators of training data and appropriate protections and safeguards for handling the use of customer data with AI technologies, which may be costly and could impact our expenses if we decide to further expand AI technologies in our product offerings.

The introduction of AI technologies into new or existing products may result in new or enhanced governmental or regulatory scrutiny, confidentiality or security risks, ethical concerns, legal liability or other complications that could adversely affect our business, reputation and financial results.

For example, our employees and personnel may use AI technologies to perform their work, and the disclosure and use of personal data in AI technologies is subject to various laws, including data privacy and security laws and AI-specific laws and other privacy obligations.

We have implemented policies and approved tools governing employee use of AI technologies;

however, we may not be able to fully prevent unauthorized or unintended use of unapproved or third-party AI tools, which could result in the improper use or disclosure of confidential, proprietary or personal data, intellectual property, or other sensitive information.

Furthermore, AI technologies incorporated into our product offerings may use algorithms, datasets or training methodologies that may be flawed or contain deficiencies that may be difficult or impossible to proactively detect which, in turn, may suggest content that is factually inaccurate, biased or otherwise flawed.

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Several jurisdictions around the globe, including Europe and certain U.S.

states, have proposed enacted, or are considering laws governing AI, including the EU’s AI Act.

states, have proposed enacted, or are considering laws governing AI, including the EU’s AI Act, which establishes a

comprehensive, risk-based regulatory framework for AI systems and may impose significant compliance, transparency, documentation, governance and oversight obligations, as well as material penalties for non-compliance.

We expect other jurisdictions will adopt similar laws.

Additionally, certain privacy laws extend rights to consumers (such as the right to delete certain personal data) and regulate automated decision making, which may be incompatible with our use of AI technologies and machine learning.

These obligations may make it harder for us to conduct our business using AI technologies and machine learning, lead to regulatory fines or penalties, require us

to change our business practices, retrain our AI technologies and machine learning, or prevent or limit our use of AI technologies and machine learning.

These obligations may make it harder for us to conduct our business using AI technologies and machine learning, lead to regulatory fines or penalties, require us to change our business practices, retrain our AI technologies and machine learning, limit or delay the deployment of certain AI features, or prevent or limit our use of AI technologies and machine learning.

For example, the U.S.

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Additionally, where an AI technologies and machine learning model ingests personal data and makes connections using such data, those technologies may reveal other personal or sensitive information generated by the model.

If we are unable to develop and maintain successful relationships with channel partners, our business, results of operations and financial condition could be harmed.

We have established relationships with certain channel partners, including resellers and referral partners, to distribute our platform.

We believe that continued growth in our business is dependent upon identifying, developing and maintaining strategic relationships with our existing and potential channel partners that can drive substantial revenue and provide additional value-added services to our customers.

We expect channel partners to become increasingly important as we expand within the United States and internationally.

Although a small portion of our revenue is currently derived from our channel partners, loss of or reduction in sales through these third parties could reduce our revenue.

Our competitors may, in some cases, be more effective than we are in utilizing channel partners to increase sales of their products and services.

Recruiting and retaining qualified resellers in our network and training them in our technology and product offerings requires significant time and resources.

If we fail to maintain relationships with our resellers, fail to develop relationships with new resellers in new markets or expand the number of resellers in existing markets or fail to manage, train or provide appropriate incentives to our existing resellers, our ability to increase the number of new customers and increase sales to existing customers could be adversely impacted, which would harm our business.

In addition, if resellers do not effectively market and sell our products, or fail to meet the needs of our customers, our reputation and ability to grow our business may also be harmed.

Our international sales and operations subject us to additional risks and costs, including exposure to foreign currency exchange rate fluctuations, that can adversely affect our business, operating results and financial condition.

Our international sales, operations and global workforce subject us to additional risks and costs, including operational, legal, regulatory, market and foreign currency exchange rate risks, that can adversely affect our business, operating results and financial condition.

For each of the years ended December 31, 2025, 2024 and 2023, we derived 26%, 27% and 28%, respectively, of our revenue from customers located outside of the United States.

There are a variety of risks and costs associated with our international sales and operations, which include making investments prior to the proven adoption of our products, the cost of conducting our business internationally and hiring and training international employees and the costs associated with complying with local law.

Furthermore, we cannot predict the rate at which our platform and products will be accepted in international markets by potential customers.

We believe our ability to attract new customers to subscribe to our platform or to attract existing customers to renew or expand their use of our platform is directly correlated to the level of engagement we obtain with the customer.

We view international markets as an important component of our growth strategy and maintain a global operating footprint to support customers, product development and other business functions outside the United States.

We have office locations in Dublin, Ireland and Kraków, Poland, and we have distributed teams located in Ireland, Canada, the United Kingdom, Singapore, India, Australia, the Philippines and Poland.

Our international team members support a range of functions, including customer-facing roles and product and engineering roles, such as research and development personnel.

Operating a global business subjects us to risks and challenges that differ from those we face in the United States and may require additional management attention, resources and investment.

We cannot predict the rate at which our platform and products will be accepted in international markets by potential customers.

Our ability to attract new customers to subscribe to our platform, and to encourage existing customers to renew or expand their use of our platform, is directly correlated to the level of engagement we achieve with customers.

To the extent we are unable to effectively engage with non-U.S.

customers due to our limited international sales force capacity, we may be unable to grow in international markets effectively.

Due to our international presence, we have some exposure to the effects of fluctuations in currency exchange rates.

customers, we may be unable to grow in international markets effectively.

Our international sales and operations subject us to additional risks and challenges, including:

• increased operational, infrastructure, cybersecurity, compliance and administrative costs associated with supporting customers, employees and business processes across multiple jurisdictions;

• operating our business across different languages, cultures and time zones, including the potential need to modify our platform, product features, user experience, support models, training, documentation and marketing to meet local customer expectations;

• difficulties providing consistent levels of service, customer support and “time to value” in international markets, including where customers require localized language support or region-specific functionality;

• compliance with applicable non-U.S.

laws and regulations (and changes thereto), including data privacy, data protection, cybersecurity, artificial intelligence, employment, competition, procurement and platform-related rules, as well as data residency or localization requirements, and the risks and costs of non-compliance;

• longer sales cycles, longer payment cycles, and challenges enforcing contracts, collecting accounts receivable or satisfying revenue recognition criteria due to differing commercial practices, customer procurement requirements or local laws;

• increased financial accounting, reporting and internal control complexity, including differing business practices that may increase the risk of errors, misstatements, fraud or delayed financial reporting;

• political, economic and social instability, including changes in trade policies, tariffs, trade barriers, inflation, recessionary conditions, civil unrest or geopolitical tensions in the countries or regions in which we operate or sell;

• compliance with anti-corruption and anti-bribery laws and heightened risks of improper or corrupt business practices in certain geographies, including by employees, contractors, resellers, channel partners or other third parties acting on our behalf;

• compliance with import and export controls, economic sanctions and other regulatory or contractual limitations on our ability to sell our platform and products or provide services in certain countries or to certain customers or end users;

• differing labor laws and standards, including restrictions on, and increased costs associated with, hiring, managing and terminating employees in certain jurisdictions, the risk of misclassification of workers as independent contractors or exempt employees, which can lead to significant tax, benefit, and wage liabilities, as well as the impact of works councils, collective bargaining arrangements or other employee representative bodies where applicable;

• the need for localized subscription agreements, contracting practices and procurement processes, including mandatory local law provisions that may reduce contractual flexibility, increase negotiation time or increase compliance and litigation risk;

• increased reliance on resellers, channel partners or other third parties in certain markets, and the risk that such parties do not market, sell, implement or support our platform in a manner consistent with our brand, quality standards or compliance obligations;

• new and different sources of competition in international markets, including competitors with greater local market knowledge, established customer relationships or domestic preferences;

• reduced protection for intellectual property rights in certain non-U.S.

jurisdictions and practical difficulties of obtaining, maintaining, protecting and enforcing intellectual property rights abroad;

• compliance with the laws of numerous foreign taxing jurisdictions, including withholding tax obligations, indirect taxes, permanent establishment risks and overlapping tax regimes, which could increase our tax burden or result in audits, assessments, penalties or interest.

Any of these risks and challenges could adversely affect our operations, reduce our revenue, increase our operating costs, delay or limit our ability to expand internationally, or otherwise adversely affect our business, operating results and financial condition.

In addition, our international operations expose us to foreign currency exchange rate risks.

While we have primarily transacted with customers and vendors in U.S.

dollars historically, we expect to conduct some transactions with our customers that are denominated in foreign currencies in the future.

dollars historically, we expect to

conduct some transactions with customers that are denominated in foreign currencies in the future.

Fluctuations in the value of the U.S.

dollar and foreign currencies may make our subscriptions more expensive for international customers, which could harm our business.

Additionally,

we incur expenses for employee compensation and other operating expenses at our non-U.S.

locations in the local currency for such locations.

Fluctuations in the exchange rates between the U.S.

dollar and other currencies could result in an increase to the U.S.

dollar equivalent of such expenses.

These fluctuations could cause our results of operations to differ from our expectations or the expectations of our investors.

Additionally, such foreign currency exchange rate fluctuations could make it more difficult to detect underlying trends in our business and results of operations.

We also incur expenses for employee compensation and other operating expenses at our non-U.S.

locations in local currencies.

Fluctuations in exchange rates between the U.S.

dollar and other currencies could increase the U.S.

dollar equivalent of such expenses, cause our results of operations to differ from expectations, and make it more difficult to detect underlying trends in our business.

Currency volatility, limitations on the ability to convert currencies, or restrictions on the repatriation or transfer of funds could also adversely affect our liquidity, cash flows or capital allocation decisions.

We do not currently maintain a program to hedge transactional exposures in foreign currencies.

However, in the future, we may use derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates.

The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place.

Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.

Although we may use derivative instruments in the future to hedge certain foreign currency exposures, such hedging activities may not offset, or may only partially offset, the adverse financial effects of unfavorable movements in foreign exchange rates and may introduce additional risks, including counterparty risk, accounting complexity and operational burdens.

We have a history of losses and may not achieve profitability in the future.

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We plan to continue to invest in our research and development and sales and marketing efforts, and we anticipate that our operating expenses will continue to increase as we scale our business and expand our operations.

If we are unable to develop and maintain successful relationships with channel partners, our business, results of operations and financial condition could be harmed.

We have established relationships with certain channel partners, including resellers and referral partners, to distribute our platform.

We expect channel partners to become increasingly important as we expand within the United States and internationally.

Although a small portion of our revenue is currently derived from our channel partners, loss of or reduction in sales through these third parties could reduce our revenue.

Our competitors may, in some cases, be more effective than we are in utilizing channel partners to increase sales of their products and services.

Recruiting and retaining qualified resellers in our network and training them in our technology and product offerings requires significant time and resources.

In addition, if resellers do not effectively market and sell our products, or fail to meet the needs of our customers, our reputation and ability to grow our business may also be harmed.

Risks Related to the Use of Technology

Any cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks on which we rely could negatively affect our business.

Any cybersecurity-related attack, significa nt data breach or disruption of the information technology systems or networks on which we rely could negatively affect our business.

Our operations rely on information technology systems for the use, storage and transmission of sensitive and confidential information with respect to our customers, content creators, our customers’ consumers or other social media audiences, the third-party technology platforms of other parties and our employees.

A cybersecurity-related attack, malicious internet-based activity, online and offline fraud, and intrusion or disruption by either an internal or external source or other breach of the systems on which our platform and products operate, and on which our employees conduct business, could lead to unauthorized access to, use of, loss of or unauthorized disclosure of sensitive and confidential information, disruption of our services, and resulting regulatory enforcement actions, litigation, indemnity obligations and other possible liabilities, as well as negative publicity, which could damage our reputation, impair sales and harm our business.

In addition to traditional computer “hackers,” malicious code (such as viruses and worms), compromised accounts with elevated privileges (phishing), credential stuffing, credential harvesting, employee misconduct or error, theft or misuse, and denial-of-service attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions) and attacks are now enhanced or facilitated by AI.

A cybersecurity-related attack, malicious internet-based activity, online and offline fraud, and

intrusion or disruption by either an internal or external source or other breach of the systems on which our platform and products operate, and on which our employees conduct business, could lead to unauthorized access to, use of, loss of or unauthorized disclosure of sensitive and confidential information, disruption of our services, and resulting regulatory enforcement actions, litigation, indemnity obligations and other possible liabilities, as well as negative publicity, which could damage our reputation, impair sales and harm our business.

In addition to traditional computer “hackers,” malicious code (such as viruses and worms), compromised accounts with elevated privileges (phishing), compromised service accounts or API credentials or OAuth tokens, credential stuffing, credential harvesting, employee misconduct or error, theft or misuse, and denial-of-service attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions) and attacks are now enhanced or facilitated by AI.

Despite efforts designed to create security barriers to such threats, it is not feasible, as a practical matter, for us to entirely mitigate these risks.

If our security measures are compromised as a result of third-party action, employee, customer, or user error, malfeasance, stolen or fraudulently obtained log-in credentials or otherwise, our reputation would be damaged, our data, information or intellectual property, or those of our customers, may be destroyed, stolen or otherwise compromised, our business may be harmed and we could incur significant liability.

If our security measures are compromised as a result of third-party action, vendor, employee, customer, or user error, malfeasance, stolen or fraudulently obtained log-in credentials or otherwise, our reputation would be damaged, our data, information or intellectual property, or those of our customers, may be destroyed, stolen or otherwise compromised, our business may be harmed and we could incur significant liability.

We have not always been able in the past and may be unable in the future to anticipate or prevent techniques used to obtain unauthorized access to or compromise of our systems because they change frequently and are generally not detected until after an incident has occurred.

For example, we have been, and expect to continue being, the target of

unsuccessful phishing and social engineering attacks, SQL and malformed input attacks, card testing attacks, and credential stuffing attacks targeting employee and customer access.

For example, we have been, and expect to continue being, the target of unsuccessful phishing and social engineering attacks, SQL and malformed input attacks, card testing attacks, and credential stuffing attacks targeting employee and customer access.

We also cannot be certain that we will be able to prevent vulnerabilities in our software or quickly address vulnerabilities that we may become aware of in the future.

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As we rely on third-party cloud infrastructure and SaaS services, we depend in part on third-party security measures to protect against unauthorized access, cyberattacks and the mishandling of data and information.

Incidents occurring at third-party cloud infrastructure and SaaS services originating in a vendor’s environment, rather than our own systems, may require customer notifications and remediation activities.

Such third-party vendor incidents have occurred in the past and may occur in the future and may result in regulatory scrutiny, customer concerns, reputational harm, or liability regardless of whether our own security measures are compromised.

Any cybersecurity event, including any vulnerability in our software, cyberattack, intrusion or disruption, could result in significant increases in costs, including costs for remediating the effects of such an event, lost revenue due to network downtime, and a decrease in customer and user trust, increases in insurance premiums due to cybersecurity incidents, increased costs to address cybersecurity issues and attempts to prevent future incidents, and harm to our business and our reputation because of any such incident.

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For example, our customers can avail of Single Sign-On (SSO) integration with our platform, services and products to enforce their Identity Provider (IdP) settings.

In certain cases where our customers choose not to implement, or incorrectly implement, those features or measures, misuse our services, or otherwise experience their own vulnerabilities, policy violations, credential compromise or security incidents, even if we are not the cause of a resulting customer security issue or incident, our customer relationships reputation, and revenue in the future may be adversely impacted.

of a resulting customer security issue or incident, our customer relationships reputation, and revenue in the future may be adversely impacted.

There can be no assurance that any limitation of liability provisions in our subscription agreements would be enforceable or adequate or would otherwise protect us from any such liabilities or damages with respect to any claim related to a cybersecurity incident.

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In addition, any changes in service levels from our Hosting Providers may adversely affect our ability to meet our customers’ requirements.

The substantial majority of the services we use from AWS are for cloud-based server capacity, storage, and, to a lesser extent, certain other proprietary offerings.

AWS enables us to order and reserve server capacity in varying amounts and sizes distributed across multiple availability zones and regions.

The majority of the services we use from AWS are for cloud-based server capacity, storage, and, to a lesser extent, certain other proprietary offerings.

AWS enables us to order and reserve server

capacity in varying amounts and sizes distributed across multiple availability zones and regions.

We access AWS infrastructure through standard internet protocol, or IP, connectivity.

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Any of the above circumstances or events may harm our reputation, cause customers to stop using our products, impair our ability to attract new customers and increase revenue from existing customers, subject us to financial penalties and liabilities under our service level agreements and otherwise harm our revenue, business, results of operations and financial condition.

We are subject to subscription and payment processing risk from our third-party vendors and any disruption to such processing systems could adversely affect our business and results of operations.

We rely on a third-party subscription management platform to process the subscription plans and billing frequencies of our customers.

In addition, we rely primarily on a single third party for credit card payment processing services for the portion of our customers paying by credit card.

If any of these third-party vendors were to experience an interruption, delay or outages in service and availability, we may be

unable to process new and renewing subscriptions or credit card payments.

In addition, if any of these third-party vendors experience a cybersecurity breach affecting data related to services provided to us, we could experience reputational damage or incur liability.

Although alternative providers may be available to us, we may incur significant expense and research and development efforts to deploy any alternative providers.

To the extent there are disruptions in our or third-party subscription and payment processing systems, we could experience revenue loss, accounting issues and harm to our reputation and customer relationships, which would adversely affect our business and results of operations.

Real or perceived errors, failures or bugs in our platform or products could materially and adversely affect our operating results and growth prospects.

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In some instances, we may not be able to identify the cause or causes of these problems or risks within an acceptable period of time.

We are subject to subscription and payment processing risk from our third-party vendors and any disruption to such processing systems could adversely affect our business and results of operations.

We rely on a third-party subscription management platform to process the subscription plans and billing frequencies of our customers.

In addition, we rely primarily on a single third party for credit card payment processing services for the portion of our customers paying by credit card.

If any of these third-party vendors were to experience an interruption, delay or outages in service and availability, we may be unable to process new and renewing subscriptions or credit card payments.

In addition, if any of these third-party vendors experience a cybersecurity breach affecting data related to services provided to us, we could experience reputational damage or incur liability.

Although alternative providers may be available to us, we may incur significant expense and research and development efforts to deploy any alternative providers.

Market and Competition Risk

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Accordingly, our forecasts of market growth should not be taken as indicative of our future growth.

For more information regarding the estimates of market opportunity and the forecasts of market growth, see “Business—Our Industry”.

The market in which we operate is competitive, and if we do not compete effectively, our operating results could be harmed.

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To remain competitive, we must deliver features and functionality that enhance the utility of our platform to our new and prospective customers, without the presence of software defects, adapt to changing functionality and APIs of the social media networks and other third party platforms, maintain and develop integrations with third parties that provide value to our customers, ensure our platform and products are easy to use and deliver value to our customers, provide a superior customer success and support experience and demonstrate value to our current and prospective customers across multiple functions within their organizations.

We may not be successful in delivering on some or all of the foregoing or doing so while maintaining competitive pricing of our platform and products, which could result in customer dissatisfaction and adversely affect our business.

be successful in delivering on some or all of the foregoing or doing so while maintaining competitive pricing of our platform and products, which could result in customer dissatisfaction and adversely affect our business.

Some of our current and future competitors may benefit from competitive advantages over us, such as greater name recognition, longer operating histories, more varied products and services, larger sales and marketing or research and development budgets, more established relationships with social media networks and different or a greater number of third-party integrations.

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We expect this to continue as competitors attempt to strengthen or maintain their market positions.

Many factors, including our marketing, customer acquisition and technology costs, and the pricing and marketing strategies of our competitors, can significantly affect our pricing strategies.

Many factors, including our marketing, packaging, customer acquisition and technology costs, and the pricing and marketing strategies of our competitors, can significantly affect our pricing strategies.

Certain competitors offer, or may in the future offer, lower-priced products or services that compete with our platform or may bundle and offer a broader range of products and services.

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In the ordinary course of business, we collect and process personal data and other sensitive data, including proprietary and confidential business data, intellectual property, and other third-party data.

For example, we process personal data about our customers’ consumers, content creators, and other social media users that interact with our customers’ social media pages.

For example, we process personal data about our customers’ consumers, content creators, and other social media users that interact with our customers’ social media accounts.

Our data collection and processing activities subject us to certain data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contracts, and other obligations that govern the processing of personal data by us and on our behalf.

While we contractually prohibit our customers from using our platform to process, store, or collect sensitive information (such as personal health information or credit card information), our customers may breach these use prohibitions and cause us to inadvertently violate laws, rules, or regulations regarding the use and protection of personal data, which in turn may adversely impact our business.

While we contractually prohibit our customers from sharing directly with us or using our platform to process, store, or collect sensitive information (such as personal health information or credit card information), our customers may breach these use prohibitions and cause us to inadvertently violate laws, rules, or regulations regarding the use and protection of personal data, which in turn may adversely impact our business.

Additionally, our customers may leverage optional functionality through which they can process, store, or collect such sensitive information via a third-party service;

a customer’s misuse of this functionality in violation of our terms could cause us to inadvertently violate laws, rules, or regulations regarding the use and protection of sensitive personal data, which in turn may adversely impact our business.

In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, and consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws).

Numerous U.S.

states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data.

states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and

affording residents with certain rights concerning their personal data.

As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making.

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These state laws allow for statutory fines for noncompliance.

For example, the California Consumer Privacy Act of 2018 (“CCPA”) applies to personal data of consumers, business representatives, and employees who are California residents and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights.

For example, the California Consumer Privacy Act of 2018 (“CCPA”) as amended by the California Privacy Rights Act of 2020 (“CPRA”) applies to personal data of consumers, business representatives, and employees who are California residents and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights.

The CCPA provides for statutory fines for intentional violations and allows private litigants affected by certain data breaches to recover significant statutory damages.

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Outside the United States, an increasing number of laws, regulations, and industry standards apply to data privacy and security.

For example, the EU GDPR and the equivalent law in the UK GDPR impose strict requirements for processing the personal data of individuals.

For example, the EU GDPR and the equivalent law in the UK impose strict requirements for processing the personal data of individuals.

Under the EU GDPR, government regulators may impose temporary or definitive bans on data processing, as well as fines of up to 20 million euros or 4% of annual global revenue, whichever is greater.

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Further, individuals may initiate litigation related to our processing of their personal data.

As another example, Brazil’s General Data Protection

Law (Lei Geral de Proteção de Dados Pessoais, or “LGPD”) (Law No.

As another example, Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, or “LGPD”) (Law No.

13,709/2018) applies to our operations.

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We also process personal data about our customers’ consumers in Asia and therefore, may become subject to new and emerging data privacy regimes in Asia, including China’s Personal Information Protection Law, Japan’s Act on the Protection of Personal Information, and Singapore’s Personal Data Protection Act.

We leverage third-party artificial intelligence technologies, including large language models, to power certain features of our platform.

The legal and regulatory framework governing AI is rapidly evolving and remains subject to significant uncertainty.

While various jurisdictions have proposed or enacted AI-specific legislation, such as the EU AI Act, the final implementation, interpretation, and enforcement of these laws are in flux.

For example, some jurisdictions have delayed enforcement deadlines to mid-2026 to allow for further amendments, while the U.S.

federal government has signaled an intent to potentially preempt or challenge certain state-level AI regulations.

Depending on how these laws are finalized and applied to deployers or downstream users of AI, we may be required to implement new compliance measures, such as mandatory transparency disclosures, human-in-the-loop oversight, or algorithmic impact assessments.

Our failure to accurately predict the trajectory of these regulations, or our inability to adapt our platform to conflicting requirements across different regions, could result in increased compliance costs, legal liability, or a requirement to limit or disable certain AI-powered features in specific markets.

Additionally, we are subject to the EU’s Digital Services Act, or DSA, which imposes additional legal requirements on certain types of digital service providers, including online marketplaces.

The DSA aims to prevent illegal and harmful activities online and combat the spread of disinformation and sets out a framework of layered responsibilities targeted at different types of services and imposes certain additional obligations on intermediary services, including a requirement to inform consumers of any illegal products or services being offered through the relevant digital platform.

aims to prevent illegal and harmful activities online and combat the spread of disinformation and sets out a framework of layered responsibilities targeted at different types of services and imposes certain additional obligations on intermediary services, including a requirement to inform consumers of any illegal products or services being offered through the relevant digital platform.

Depending on how the DSA and any similar laws are implemented and interpreted, we may have to adapt our business practices, contractual arrangements, and services to comply with such obligations.

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Although there are currently various mechanisms that can be used to transfer personal data from the EEA and UK to the United States in compliance with law, such as the EEA’s standard contractual clauses, the UK’s International Data Transfer Agreement / Addendum, and the EU-U.S.

Data Privacy Framework and the UK extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States.

Data Privacy Framework and the UK extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, similar mechanisms have been challenged and invalidated in the past, and there is no assurance that we can satisfy or rely on these measures indefinitely to lawfully transfer personal data to the United States.

In addition to European restrictions on cross-border transfers of personal data, other jurisdictions, such as China’s Personal Information Protection Law and Brazil’s LGPD, have enacted or are considering similar cross-border personal data transfer laws and local personal data residency laws, any of which could increase the cost and complexity of doing business in foreign jurisdictions.

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In addition to data privacy and security laws, we are contractually subject to industry standards adopted by industry groups, and we are, or may become in the future, subject to such obligations.

example, we may be subject to compliance with the Payment Card Industry Data Security Standard (“PCI DSS”).

For example, we may be subject to compliance with the Payment Card Industry Data Security Standard (“PCI DSS”).

The PCI DSS requires companies to adopt certain measures to ensure the security of cardholder information, including using and maintaining firewalls, adopting proper password protections for certain devices and software, and restricting data access.

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We publish privacy policies, marketing materials, and other statements, related to compliance with certain certifications or self-regulatory principles, regarding artificial intelligence, data privacy and security.

Regulators in the United States are increasingly scrutinizing these statements, and if these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, misleading, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators, or other adverse consequences.

Regulators in the United States are increasingly scrutinizing these statements, and if these

policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, misleading, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators, or other adverse consequences.

Our obligations related to data privacy and security are quickly changing in an increasingly stringent fashion, creating some uncertainty as to the effective future legal framework.

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In the ordinary course of our business, we may collect, store, use, transmit, disclose, or otherwise process sensitive information.

We may rely upon third party service providers and technologies to operate critical business systems to process confidential and personal data in a variety of contexts, including, without limitation, third-party providers of cloud-based infrastructure, encryption and authentication technology, employee email, content delivery to customers, and other functions.

We may rely upon third-party service providers and technologies to operate critical business systems to process confidential, sensitive, and personal data in a variety of contexts, including, without limitation, third-party providers of cloud-based infrastructure, encryption and authentication technology, employee email, content delivery to customers, and other functions.

Our ability to monitor these third parties’ cybersecurity practices is limited, and these third parties may not have adequate information security measures in place.

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During times of war and other major conflicts, we and the third parties with whom we work may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our services.

Our remote workforce poses increased risks to our information technology systems and data, as more of our employees work from home, utilizing network connections outside our premises.

Future business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity

risks and vulnerabilities, as our systems (including our platform) could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.

Our remote workforce poses increased risks to our information technology systems and data, as more of our employees work from home, utilizing network connections and devices outside our premises, especially mobile devices.

Future business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems (including our platform) could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.

Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

We expend significant resources or modify our business activities in an effort to further protect against security incidents.

Certain data privacy and security obligations require us to implement and maintain specific security measures to protect our information technology systems, including our platform, and data.

Certain data privacy and security obligations require us to implement and maintain specific security measures to protect our information technology systems, including our platform,

While we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective.

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Although we normally contractually limit our liability with respect to breach of those obligations, we may still be responsible for substantial damages related to claims.

Any dispute with a customer with respect to such obligations could

have adverse effects on our relationship with that customer and other current and prospective customers, reduce demand for our platform or products, and harm our revenue, business and operating results.

Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other current and prospective customers, reduce demand for our platform or products, and harm our revenue, business and operating results.

Our use of “open source” software could negatively affect our ability to offer and sell access to our platform and products and subject us to possible litigation.

We use open source software in our platform and products and expect to continue to use open source software in the future.

There are uncertainties regarding the proper interpretation of and compliance with open source licenses, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to use such open source software, and consequently to provide or distribute our platform and products.

There are uncertainties regarding the proper interpretation of and compliance with open source licenses, and there is a risk that such licenses could be construed in a

manner that imposes unanticipated conditions or restrictions on our ability to use such open source software, and consequently to provide or distribute our platform and products.

Although use of open source software has historically been free, recently several open source providers have begun to charge license fees for use of their software.

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Although we have implemented policies to regulate the use and incorporation of open source software into our platform and products, we cannot be certain that we have not incorporated open source software in our platform and products in a manner that is inconsistent with such policies.

Companies we acquire may have inadequate open source license management practices or poor IP compliance procedures, which could expose us to additional open source licensing risks.

We are currently subject to, and may become in the future, subject to litigation, disputes or regulatory inquiries for a variety of claims, which could adversely affect our results of operations, harm our reputation or otherwise negatively affect our business.

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We are currently, and may become in the future, subject to securities class actions, derivative suits or other securities-related legal actions.

For example, as described further in Note 11 of the Notes to the Financial Statements (Part I, Item 8 of this Annual Report), beginning in May 2024, securities class action litigation and related stockholder derivative lawsuits (the “Securities Actions”) were filed against us and certain of our executives alleging violations of the federal securities laws for allegedly making false and misleading statements and omissions of fact.

For example, as described further in Note 11 of the Notes to the Financial Statements (Part II, Item 8 of this Annual Report), beginning in May 2024, securities class action litigation and related stockholder derivative lawsuits (the “Securities Actions”) were filed against us and certain of our executives alleging violations of the federal securities laws for allegedly making false and misleading statements and omissions of fact.

It is possible that additional lawsuits will be filed, or allegations received from stockholders, with respect to these same or other matters and also naming us and/or our officers and directors as defendants.

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Monitoring, initiating and defending against legal actions is time-consuming for our management, is likely to be expensive and may detract from our ability to fully focus our internal resources on our business activities.

We could be forced to expend significant resources in the settlement

or defense of the Securities Actions and any potential future lawsuits, and we may not prevail in such lawsuits.

We could be forced to expend significant resources in the settlement or defense of the Securities Actions and any potential future lawsuits, and we may not prevail in such lawsuits.

Additionally, we may not be successful in having any such lawsuits dismissed or settled within the limits of our insurance coverage.

We have not established any reserve for any potential liability relating to the Securities Actions or any potential future lawsuits.

We have not established any accrual for any potential liability relating to the Securities Actions or any potential future lawsuits.

It is possible that we could, in the future, incur judgments or enter into settlements of claims for monetary damages.

A decision adverse to our interests in the Securities Actions, or in similar or related litigation, could result in the payment of substantial damages, or possibly fines, and could have a material adverse effect on our business, our stock price, cash flow, results of operations and financial condition.

A decision adverse to our interests in the Securities Actions, or in similar or related litigation, could result in the payment of

substantial damages, or possibly fines, and could have a material adverse effect on our business, our stock price, cash flow, results of operations and financial condition.

From time to time, we may also be involved in other types of litigation, disputes or regulatory inquiries that arise in the ordinary course of business.

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Our actual operating results may fluctuate from period to period and may differ significantly from any guidance provided.

Our guidance, including forward-looking statements about our business, is prepared by management and is qualified by, and subject to, a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies.

Our guidance and long-term operating model, including forward-looking statements about our business, is prepared by management and is qualified by, and subject to, a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business,

economic and competitive uncertainties and contingencies.

Many of these uncertainties and contingencies are beyond our control and are based upon specific assumptions with respect to future events.

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Factors that may cause fluctuations in our results of operations include, without limitation, those listed below:

• variability in our sales cycle, including as a result of the budgeting cycles and internal purchasing priorities of our customers;

• variability in our sales cycle, including as a result of the budgeting cycles and internal purchasing priorities of our customers, as well as our continued efforts to target larger customers;

• our limited history with key features of our platform;

• our ability to collect on accounts receivable;

• our ability to attract new customers;

• fluctuations in demand for our platform, including as a result of our introduction of new packaging or pricing;

• our ability to attract new customers and expand utilization by our existing customers;

• customer renewal rates;

• the success of our marketing efforts and brand recognition;

• the timing of sales and recognition of revenue, which may vary as a result of changes in accounting rules and interpretations;

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• network outages or actual or perceived security breaches or other incidents;

• general economic, market and political conditions;

• general economic, market and geopolitical conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers operate;

• the timing and success of introductions of new platform features and services by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners.

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• general economic, industry, and market conditions;

• political developments in the United States, including potential implications from the recent elections;

• significant political and regulatory developments in the United States, including government budget cuts, government shut downs and tariffs ;

• other events or factors, including resulting from natural disasters, pandemics or responses to such events.

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In addition, as a result of our dual class stock, the holders of Class B common stock, our Co-Founders, collectively control all matters submitted to our stockholders for approval.

This concentrated control limits the ability of our other investors to influence corporate matters for the foreseeable future.

For example, these stockholders will control elections of directors, amendments of our certificate of incorporation or bylaws, increases to the number of shares available for issuance under our equity incentive plans or adoption of new equity incentive plans, and approval of any merger, sale of assets or other major corporate transaction for the foreseeable future.

This concentrated control limits the ability of our other investors to influence corporate matters until the Sunset Trigger Date (as defined below).

incentive plans, and approval of any merger, sale of assets or other major corporate transaction for the foreseeable future.

This may also prevent or discourage unsolicited acquisition proposals or offers for our common stock that you may feel are in your best interest as one of our stockholders.

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The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term.

On December 17, 2026 (the “Sunset Trigger Date”), all of our outstanding shares of our Class B common stock will automatically convert into the same number of shares of Class A common stock under the terms of our amended and restated certificate of incorporation (the “Conversion”).

No additional shares of Class B common stock may be issued following the Conversion.

We cannot predict the effect our dual class structure may have on the market of our Class A common stock.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock, in adverse publicity or other adverse consequences.

certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices.

For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices.

In addition, several stockholder advisory firms have announced their opposition to the use of multiple class structures.

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However, we cannot be certain that the actions we have taken and may in the future take to improve our internal controls over financial reporting will be sufficient, or that we will be able to implement our planned processes and procedures in a timely manner.

Furthermore, as we grow as a business, including through

acquisitions, our internal controls may become more complex and require additional resources to implement and be effective.

Furthermore, as we grow as a business, including through acquisitions, our internal controls may become more complex and require additional resources to implement and be effective.

We have in the past, and may in the future, fail to maintain adequate internal controls.

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Our business is, or may be, subject to such indirect taxes in the United States and various foreign jurisdictions, and we may face indirect tax audits in various U.S.

and foreign jurisdictions.

and foreign jurisdictions, and this risk has increased as a result of our continued expansion and the growth of revenue generated outside the United States.

In certain jurisdictions, we collect and remit indirect taxes.

However, taxing authorities may raise questions about or challenge or disagree with our calculation, reporting or collection of such taxes and may require us to collect and remit such taxes in jurisdictions in which we do not currently do so, and could impose associated interest, penalties and fees.

For example, after the U.S.

Supreme Court decision in South Dakota v.

Wayfair Inc., certain states have adopted, or started to enforce, laws that may require us to calculate, collect and remit taxes on sales in their jurisdictions, even if we do not have a physical presence in such jurisdictions.

A successful assertion by one or more tax authorities requiring us to collect indirect taxes in jurisdictions in which we do not currently do so, to collect additional indirect taxes in a jurisdiction in which we currently collect such taxes, or to withhold additional employment taxes, could, among other things, result in substantial tax liabilities (including taxes on past sales, as well as penalties and interest), create

significant administrative burdens for us, discourage users from utilizing our products or otherwise harm our business, financial condition and results of operations.

Our ability to utilize our net operating loss carryforwards may be limited.

As of December 31, 2025, we had gross U.S.

federal and state net operating loss carryforwards of approxim ately $308.5 million and $215.8 million, respectively.

federal and state net operating loss carryforwards of approximately $316.2 million and $217.8 million, respectively.

Our ability to utilize our federal net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code.

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As a result, if or when we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset such taxable income may be subject to limitations, which could adversely affect our future cash flows.

Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition, or results of operations.

New tax laws, statutes, rules, regulations, or ordinances could be enacted at any time.

For example, the Tax Cuts and Jobs Act, the Coronavirus Aid, Relief, and Economic Security Act, the Inflation Reduction Act, or the IRA, and the One Big Beautiful Bill Act made many significant changes to U.S.

Further, existing tax laws, statutes, rules, regulations, or ordinances could be interpreted differently, changed, repealed, or modified at any time.

Any such enactment, interpretation, change, repeal, or modification could adversely affect us, possibly with retroactive effect.

In particular, the potential realization of net deferred tax assets, the taxation of foreign earnings, and the deductibility of expenses could have a material impact on the value of our deferred tax assets, result in significant one-time charges, and increase our future tax expenses.

Risks Related to Intellectual Property Matters

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The inability or failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition.

Acquired businesses may have inadequate intellectual property rights or weak IP portfolios, which could result in poor investment outcomes.

In order to protect our intellectual property, we may be required to spend resources to monitor and protect our rights.

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To protect our trade secrets and other proprietary technology and information, we have entered into confidentiality agreements with most of our employees and consultants.

We cannot assure you that these agreements will provide

meaningful protection against unauthorized use, misappropriation or unlawful disclosure of such trade secrets, know-how or other proprietary technology information.

In addition, the rapid adoption of AI software has made it increasingly difficult to keep proprietary information secret.

We cannot assure you that these agreements will provide meaningful protection against unauthorized use, misappropriation or unlawful disclosure of such trade secrets, know-how or other proprietary technology information.

In addition, the rapid adoption of AI software and the increasing availability of third-party generative AI tools has made it increasingly difficult to keep proprietary information secret, including as a result of inadvertent disclosure through the use of such tools by employees, contractors or business partners.

If we are unable to maintain the proprietary nature of our technologies and information, our business, financial condition and results of operations could be harmed.

We also incorporate open-source software into our products and services.

We seek to manage the risks associated with the use of open-source software by reviewing and attempting to avoid licenses that, if triggered, would require us to make our proprietary source code publicly available, limit our ability to commercialize our products, or otherwise adversely affect our intellectual property rights.

However, such efforts could fail and the terms of certain open-source licenses could require us to make our proprietary source code available to the public, limit our ability to commercialize our products, or require us to license our proprietary technologies on unfavorable terms.

In addition, if we fail to comply with the terms of applicable open-source licenses, including as a result of inadvertent use or integration, we could face enforcement actions or be required to re-engineer our products, which could be costly and time-consuming.

Third party intellectual property infringement claims could impair our business.

From time to time, our competitors or other third parties may claim, and it may be found, that we are infringing upon or otherwise violating their intellectual property rights, which we may not be aware of prior to such claims.

Acquired companies and partner integrations may bring unknown intellectual property infringement exposure or have inadequate IP compliance practices, including with respect to open source software usage, AI-related technologies, and historical development practices.

Third parties have and may in the future challenge, attempt to invalidate or attempt to circumvent our intellectual property rights or applications, or may use and register similar intellectual properties in the United States and in other jurisdictions.

We cannot assure you that our intellectual property may be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage.

As we continue to develop and incorporate artificial intelligence-enabled features into our products and services, we may face allegations that such technologies infringe, misappropriate or otherwise violate third-party intellectual property rights, including copyrights, trademarks, patents or trade secrets, even if such allegations lack merit.

Any claims of intellectual property infringement or other intellectual property violations or challenges, even those without merit, could be expensive and time consuming to defend.

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General Risk Factors

Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and share price.

For example, ongoing overseas conflict has created volatility in the global capital markets, including disruptions of the global supply chain and energy markets.

In addition, fluctuations in inflation and other macroeconomic pressures in the United States and the global economy could exacerbate extreme volatility in the global capital markets and heighten unstable market conditions.

Unstable market, economic and political conditions may have serious adverse consequences on our business, financial condition and share price.

The global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, tariffs and increasing trade tensions, government budget cuts and government shut downs, sudden changes in government spending, fluctuations in inflation, interest rates, currency exchange rates and uncertainty about economic stability.

For example, geopolitical uncertainty and instability, tariffs and trade tensions have created volatility in the global capital markets, including disruptions of the global supply chain and energy markets.

In addition, fluctuations in inflation, economic policy and other macroeconomic pressures in the United States and globally could exacerbate extreme volatility in the global capital markets and heighten unstable market conditions.

Any such volatility and disruptions may have adverse consequences on us, our customers, partners or other third parties on whom we rely.

If the equity and credit markets continue to deteriorate, including as a result of global geopolitical tension or a global or domestic recession or the fear thereof, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive.

If the equity and credit markets continue to deteriorate, including as a result of global geopolitical tension, political instability or a global or domestic recession or the fear thereof, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive.

High levels of inflation can adversely affect us by increasing our costs, including labor and employee benefit costs.

In addition, high inflation also could increase our customers’ operating costs, which could result in reduced social media budgets for our customers and potentially less demand for our platform and products.

Any significant increases in inflation and related increases in interest rates could have a material adverse effect on our business, results of operations and financial condition.

In addition, high inflation, trade tensions and reductions in government spending also could increase our customers’ operating costs and decrease their revenue, which could result in reduced social media budgets for our customers and potentially less demand for our platform and products.

We may make acquisitions of, or invest in, other businesses or technologies, which may divert our management’s attention and result in the incurrence of indebtedness or dilution to our stockholders.

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We also may enter into relationships with other businesses to expand our platform and products, which could involve preferred or exclusive licenses, additional channels of distribution, discount pricing or investments in other companies.

Any investment, business relationship or acquisition, including our acquisitions of Repustate in January 2023 and Tagger Media in August 2023, may result in unforeseen operating difficulties and expenditures or business liabilities.

Any investment, business relationship or acquisition, including our acquisitions of NewsWhip in July 2025 and Tagger Media in August 2023, may result in unforeseen operating difficulties and expenditures or business liabilities.

In particular, we may encounter difficulties integrating the businesses, technologies, products, personnel or operations of the acquired companies, particularly if key personnel of the acquired company choose not to work for us, the acquired platform, products or services are not easily adapted to work with our platform or products or we have difficulty retaining the customers of any acquired business due to changes in ownership, management or otherwise.

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The loss of service of senior management or other key employees could significantly delay or prevent the achievement of our development and strategic objectives.

In particular, we depend to a considerable degree on the vision, skills, experience and effort of our Chief Executive Officer, Ryan Barretto, and our Co-Founder and Executive Chair, Justyn Howard.

In particular, we depend to a considerable degree on the vision, skills, experience and effort of our Chief Executive Officer, Ryan Barretto.

The replacement of any of our senior management personnel would likely involve significant time and costs, and such loss could adversely affect our revenue, business, results of operations and financial condition.

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government contracts.

Additionally, Sprout’s effort to build an inclusive workforce in compliance with the law could lead to legal challenges.

Our recent growth and any future growth in headcount may be difficult to manage effectively.

We have recently experienced, and anticipate that we will continue to experience, a period of rapid growth in our operations and headcount.

Our growth has placed, and future growth will place, a significant strain on our management, technical, administrative, operational and finance, tax, and accounting infrastructure.

Our success will depend in part on our ability to manage this growth effectively.

To manage the expected growth of our operations and personnel, we will need to continue to improve our management, technical, administrative, operational, finance, tax, and accounting controls and our reporting systems and procedures.

Failure to effectively manage our growth could result in difficulty or delays in effectively scaling our platform or products, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, regulatory and legal action, or other difficulties.

Any of these difficulties could adversely affect our revenue, business, results of operations and financial condition.

Additionally, Sprout Social’s effort to build an inclusive workforce in compliance with the law could lead to legal challenges.

We may not be able to generate sufficient cash to service our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and results of operations, which in turn are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and results of operations, which in turn are subject to prevailing economic and

competitive conditions and to certain financial, business and other factors beyond our control.

We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

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In the absence of such cash flows and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.

Further, our Credit Agreement contains, and any future credit facility or other debt instrument may contain, provisions that will restrict our ability to dispose of assets and use the proceeds from any such disposition.

Further, our Amended Credit Agreement (as defined below) contains, and any future credit facility or other debt instrument may contain, provisions that will restrict our ability to dispose of assets and use the proceeds from any such disposition.

We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.

These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

If we cannot make the scheduled payments on our debt, we will be in default and, as a result, the lenders under our Credit Agreement could declare all outstanding principal and interest to be due and payable, the lenders under our credit facility could terminate their commitments to loan money and foreclose against the assets securing the borrowings under such credit facility, and we could be forced into bankruptcy or liquidation, which could result in an adverse impact to your investment in our company.

If we cannot make the scheduled payments on our debt, we will be in default and, as a result, the lenders under our Amended Credit Agreement could declare all outstanding principal and interest to be due and payable, terminate their commitments to loan money and foreclose against the assets securing the Facility (as defined below), and, as a result, we could be forced into bankruptcy or liquidation, which could result in an adverse impact to your investment in our company.

We have incurred a substantial amount of debt, which could adversely affect our business, including by restricting our ability to engage in additional transactions or incur additional indebtedness, and prevent us from meeting our debt obligations.

We entered into the Credit Agreement with the lenders named therein and MUFG Bank, LTD.

as administrative agent and collateral agent, in August 2023, which provides for a $100 million senior secured credit facility.

As of December 31, 2024, we had $25 million in secured indebtedness outstanding under the Credit Agreement.

We entered into a Credit Agreement with the lenders named therein and MUFG Bank, LTD.

as administrative agent and collateral agent, in August 2023, which provides for a senior secured revolving credit facility in an aggregate principal amount up to $100 million (the “Facility”), which was subsequently amended in April 2025 (as amended, the “Amended Credit Agreement”).

As of December 31, 2025, the Company had an outstanding balance of $40 million under the Facility, including $32 million of borrowings used to fund a portion of the upfront consideration payable in connection with our acquisition of NewsWhip in July 2025.

This substantial level of debt could have important consequences to our business, including, but not limited to:

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• requiring a substantial portion of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flows to fund acquisitions, capital expenditures, R&D and future business opportunities;

• exposing us to the risk of increased interest rates to the extent of any future borrowings, including borrowings under our Credit Agreement, are at variable rates of interest;

• exposing us to the risk of increased interest rates to the extent of any future borrowings, including borrowings under our Amended Credit Agreement, are at variable rates of interest;

• increasing our vulnerability to, and reducing our flexibility to respond to, changes in our business or general adverse economic and industry conditions;

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• restricting us from pursuing certain business opportunities.

The Credit Agreement contains, and the terms of any future indebtedness may impose, various restrictive covenants, including, among other things, restrictions on the Company’s ability to incur liens, incur indebtedness, make or hold investments, execute certain change of control transactions, business combinations or other fundamental changes to their business, dispose of assets, make certain types of restricted payments, including dividends and other distributions to shareholders, or enter into certain related party transactions, subject to customary exceptions.

In addition, the Credit Agreement contains financial covenants as to (i) minimum liquidity requiring the maintenance, at all times and measured at the end of each fiscal quarter, of cash and cash equivalents of not less than the greater of (x) $30 million and (y) 30% of the total revolving commitments, and (ii) minimum recurring revenue growth, requiring recurring revenue growth for the trailing four fiscal quarter period, measured at the end of each fiscal quarter, of not less than 115% of the actual recurring revenue for the same period in the prior fiscal year.

Pursuant to the Credit Agreement, we granted the lenders thereto a security interest in substantially all of our assets.

The Amended Credit Agreement contains, and the terms of any future indebtedness may contain, various restrictive covenants, including, among other things, restrictions on the Company’s ability to incur liens, incur indebtedness, make or hold investments, execute certain change of control transactions, business combinations or other fundamental changes to our business, dispose of assets, make certain types of restricted payments, including dividends and other distributions to shareholders, enter into certain related party transactions, or amend or terminate certain contracts, subject to customary exceptions.

In addition, the Amended Credit Agreement contains financial covenants as to (i) maximum consolidated senior net leverage and (ii) minimum consolidated interest coverage.

In connection with the Facility, we and certain of our subsidiaries entered into a Guarantee and Collateral Agreement with the collateral agent in August 2023 (the “Guarantee and Collateral Agreement”) and granted the collateral agent a continuing security interest in substantially all of our and their assets.

See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for additional information.

Our ability to comply with these restrictive and financial covenants can be impacted by events beyond our control and we may be unable to do so.

The Credit Agreement provides that our breach or failure to satisfy certain covenants constitutes an event of default.

Upon the occurrence of an event of default, the administrative agent, at the direction of the lenders, could elect to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.

In addition, the administrative agent would have the right to proceed against the assets we provided as collateral pursuant to the Credit Agreement.

If the debt under our Credit Agreement were to be accelerated, we may not have sufficient cash on hand or be able to sell sufficient collateral to repay such debts, which would have an immediate adverse effect on our business, liquidity, and financial condition.

The Amended Credit Agreement provides that our breach or failure to satisfy certain covenants constitutes an event of default.

Upon the occurrence of an event of default, the administrative agent, at the direction of the lenders, could elect to declare all amounts outstanding under the Amended Credit Agreement to be immediately due and payable.

In addition, the administrative agent would have the right to proceed against the assets provided as collateral in accordance with the Guarantee and Collateral Agreement and the Amended Credit Agreement.

If the debt under our Amended Credit Agreement were to be accelerated, we may not have sufficient cash on hand or be able to sell sufficient collateral to repay such debts, which would have an immediate adverse effect on our business, liquidity, and financial condition.

We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs.

We have funded our operations since inception primarily through sales of equity securities, bank loans and subscription payments by our customers for use of our platform and products.

We do not know when or if our operations will generate sufficient cash to fund our ongoing operations.

In the future, we may require additional capital to respond to business opportunities, challenges, acquisitions, a decline in the level of subscriptions for our platform or products or unforeseen circumstances.

We may not be able to timely secure additional debt or equity financing on favorable terms, or at all.

Changing macroeconomic conditions, including fluctuations in interest rates and volatility in the capital markets, exacerbate this risk.

Changing macroeconomic conditions, including volatility in the capital markets and fluctuations in inflation and interest rates, exacerbate this risk.

If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our Class A common stock.

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Future financing agreements may contain restrictive operating and financial covenants that could limit our operating flexibility, including covenants that limit our ability to incur additional indebtedness or liens, merge with other companies or consummate certain changes of control, acquire other companies, engage in new lines of business, add new offices or business locations, make certain investments, pay dividends, transfer or dispose of certain assets, liquidate or dissolve, amend certain material agreements and enter into various specified transactions.

Our ability to remain in compliance with the covenants under any future debt instruments, and to pay fees, interest and principal on our indebtedness will depend on,

among other things, our operating performance and market conditions.

Our ability to remain in compliance with the covenants under any future debt instruments, and to pay fees, interest and principal on our indebtedness will depend on, among other things, our operating performance and market conditions.

Accordingly, our cash flow may not be sufficient to allow us to pay principal and interest on future indebtedness and meet our other business obligations.

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