What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-05 compared with 2025-03-06 · 40 added, 44 removed, 783 unchanged (10% of the section changed)

70 unchanged sentences

Our failure to innovate, maintain technological advantages, or respond effectively and timely to transformational changes in technology could have a material adverse effect on our business, financial condition, or results of operations.

Utilization of AI by our clients, or our failure to incorporate AI into our operations could adversely affect our business, reputation or financial results.

Generative AI, a rapidly evolving area within the broader AI landscape, focuses specifically on creating new content, such as text, images, and other media.

Increased adoption and utilization of AI, including Generative AI and Agentic AI, by our clients and us, or our failure to appropriately incorporate Generative AI and Agentic AI into our operations, could adversely affect our business, reputation or financial results.

We are actively investing in and integrating AI, including Generative AI and Agentic AI, into our business model, solutions, and services.

These new and emerging technologies carry risks that could impact our business.

While AI as a whole encompasses a wide range of technologies designed to simulate human intelligence, Generative AI has emerged as a key area of development, with the potential to impact most industries, including business process outsourcing, by further automating simple, repeatable tasks and streamlining some more sophisticated workflows.

Certain of our clients have begun implementing this technology.

As generative AI continues to develop, demand for certain service offerings could decrease, further reducing our clients’ spend, which could have a negative impact on our revenue.

To remain competitive, we have invested in generative AI in pursuit of new opportunities and improved operational efficiencies.

Although we have been using generative AI for the past few years and believe the future of generative AI is one of augmentation in addition to automation, enabling our talented teammates to leverage these tools and continue to meaningfully improve client outcomes and operational efficiencies, there can be no assurance that we will successfully develop and employ AI initiatives.

A failure to effectively capitalize on our investments in AI may adversely impact our client engagements and have a material adverse impact on our business.

Additionally, the risks associated with both AI and generative AI include potential governmental and regulatory scrutiny, legal liabilities (such as intellectual property disputes), cybersecurity threats, privacy risks, ethical concerns, and negative client perceptions regarding automation.

Agentic AI consists of systems capable of making autonomous decisions and executing tasks, including tasks with third parties, with intermittent human oversight.

Certain of our clients have begun implementing these AI technologies.

As Generative AI and Agentic AI technologies continue to develop, demand for certain service offerings could decrease, further reducing our clients’ spend, which could have a negative impact on our revenue.

There can be no assurance that we will successfully develop and deploy AI initiatives.

A failure to effectively capitalize on our investments in AI technologies may adversely impact our client engagements and have a material adverse impact on our business.

Additionally, the risks associated with AI technologies, including Generative AI and Agentic AI, include potential “digital insider” risks, governmental and regulatory scrutiny, legal liabilities (such as intellectual property disputes), cybersecurity threats, privacy risks, inaccurate or biased results, ethical concerns, and negative client perceptions regarding automation.

AI privacy risks, in particular, could arise from the misuse or mishandling of personal data during AI processing, which may lead to compliance violations and reputational damage.

1 unchanged sentence

Further, we face significant competition from other companies that are developing their own AI products and technologies.

Those other companies may develop AI and generative AI products and technologies that are similar or superior to our technologies or are more cost-effective to develop and deploy.

Those other companies may develop AI products and technologies that are similar or superior to our technologies or are more cost-effective to develop and deploy.

Unauthorized or improper disclosure of personal or other sensitive information, or security breaches and incidents, whether inadvertent or purposeful, including as the result of a cyber-attack, could result in liability and harm our reputation, each of which could adversely affect our business, financial condition, results of operations or prospects.

97 unchanged sentences

Additionally, the conflict between Russia and Ukraine and related sanctions and other measures imposed in response thereto have increased the level of economic and political uncertainty in Eastern Europe and worldwide.

Similarly, ongoing tensions between Israel and other states in the Middle East region as well as within Israel and the Palestinian territories has resulted in, and may in the future result in, conflict and regional instability.

Although we do not have employees, facilities, or operations in Russia or Ukraine or Israel or Palestine, the continuation of conflicts or political expansion into surrounding geographic areas could directly impact us, our clients, vendors or subcontractors, which could impact our operations and financial performance.

Similarly, ongoing tensions in the Middle East region has resulted in, and may in the future result in, conflict and regional instability.

Although we do not have employees, facilities, or operations in areas of active conflict, the continuation of conflicts or political expansion into surrounding geographic areas could directly impact us, our clients, vendors or subcontractors, which could impact our operations and financial performance.

We continue to monitor the situations closely to ensure business continuity plans are in place for neighboring countries where we have a presence, but there can be no assurance that such plans will be effective.

32 unchanged sentences

Historically, our exchange rate forward contracts were not designated hedges under Accounting Standards Codification Topic 815, Derivatives and Hedging.

We began designated certain contracts as hedges during 2024.

We began designating certain contracts as hedges during 2024.

Because our financial statements are presented in U.S.

105 unchanged sentences

Negotiating potential strategic transactions can be time consuming, difficult and expensive, and our ability to complete these transactions may be subject to conditions or approvals that are beyond our control.

Consequently, these transactions, even if entered into and announced, may not ultimately be consummated.

An acquisition, investment, disposition, consolidation, joint venture, partnership, new business or similar transaction may result in unforeseen operating difficulties and expenditures.

Consequently, these transactions, even if entered into and announced, may not ultimately be consummated, and any such failed consummation could adversely affect our stock price, business, financial condition and results of operations.

For example, in October 2025, as a result of failing to receive stockholder approval, we terminated an Agreement and Plan of Merger, dated May 8, 2025, by and between us and Breeze Merger Corporation, which related to a proposed take private transaction of the Company by our Sponsor and out Co-Founders.

Even if successfully consummated, an acquisition, investment, disposition, consolidation, joint venture, partnership, new business or similar transaction may result in unforeseen operating difficulties and expenditures.

In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, services, products, personnel, culture, or operations of acquired companies, particularly if the key personnel of the acquired company choose not to work for us, the acquired company’s technology is not easily compatible with ours or we have difficulty retaining the clients of any acquired business due to changes in management, culture, or otherwise.

4 unchanged sentences

In recent years, as we have operated on a large, global scale, we have not been able to sustain our past revenue growth rate or profitability, and we may not be able to return to our prior level of growth rate or profitability in the future.

Although we experienced rapid revenue growth in previous periods, we have not been able maintain that level of revenue growth in recent fiscal years and may not be able to return to our prior level of revenue growth or profitability in the future.

Our revenue increased by 7.6% from $924.4 million in the fiscal year ended December 31, 2023 to $995.0 million in the fiscal year ended December 31, 2024 after decreasing by 3.8% from $960.5 million in the fiscal year ended December 31, 2022 to $924.4 million in the fiscal year ended December 31, 2023.

Although we experienced rapid revenue growth in previous periods, we have not been able to maintain that level of revenue growth in recent fiscal years and may not be able to return to our prior level of revenue growth or profitability in the future.

Our revenue increased by 19.0% from $995.0 million in the fiscal year ended December 31, 2024 to $1,183.5 million in the fiscal year ended December 31, 2025 after increasing by 7.6% from $924.4 million in the fiscal year ended December 31, 2023 to $995.0 million in the fiscal year ended December 31, 2024.

Our past rapid growth was fueled in part by the rapid growth of our major clients in high-growth industries, such as social media, meal delivery and transport, e-commerce and financial services.

We may not be able to sustain revenue growth consistent with our recent history or at all.

We may not be able to achieve or sustain revenue growth consistent with our recent history or at all.

You should not consider our revenue growth in prior periods as indicative of our future performance.

177 unchanged sentences

Any violations of these or other laws, regulations and procedures by our employees, independent contractors, subcontractors and agents, including third parties we associate with or companies we acquire, could expose us to administrative, civil or criminal penalties, fines or business restrictions, which could have a material adverse effect on our business, financial condition or results of operations and could adversely affect our reputation and the market for shares of our Class A common stock and require certain of our investors to disclose their investment in us under certain state laws.

We and our affiliates from time to time are required to report specified dealings or transactions involving Iran or other sanctioned individuals or entities.

The Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”) requires companies subject to SEC reporting obligations under Section 13 of the Exchange Act to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by certain OFAC sanctions.

In some cases, ITRA requires companies to disclose these types of transactions even if they were permissible under U.S.

Companies that currently may be or may have been at the time considered our affiliates have from time to time publicly filed or provided to us the disclosure reproduced on Exhibit 99.1 of this Annual Report, which disclosure is hereby incorporated by reference herein.

We do not independently verify or participate in the preparation of these disclosures.

We are required to separately file with the SEC a notice when such activities have been disclosed, and the SEC is required to post such notice of disclosure on its website and send the report to the President of the United States and certain U.S.

Congressional committees.

The President thereafter is required to initiate an investigation and, within 180 days of initiating such an investigation, determine whether sanctions should be imposed.

Disclosure of such activity, even if such activity is not subject to sanctions under applicable law, and any sanctions actually imposed on us or our affiliates as a result of these activities, could harm our reputation and have a negative impact on our business, and any failure to disclose any such activities as required could additionally result in fines or penalties.

Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.

47 unchanged sentences

Our operations outside the United States generate a significant portion of our income and many of the other countries in which we have significant operations, have recently made or are actively considering changes to existing tax laws.

For example, in August 2022, the Inflation Reduction Act (the “IRA”) was signed into law.

The IRA, among other things, includes a 15% corporate minimum tax as well as a 1% excise tax on corporate stock repurchases completed after December 31, 2022, subject to certain exceptions.

The IRA applies to our repurchases pursuant to our stock repurchase plan.

For example, in August 2022, the Inflation Reduction Act (the “IRA”) was signed into law, among other things, includes a 15% corporate minimum tax as well as a 1% excise tax on our corporate stock repurchases, subject to certain exceptions.

The IRA applies to our repurchases pursuant to our stock repurchase plans that are in effect from time to time.

Various foreign jurisdictions are in the process of enacting Pillar Two legislation to adopt a minimum tax of 15% on the income arising in each jurisdiction in which large corporations operate and would apply to multinational companies with consolidated revenue above €750 million in at least two of the four preceding years.

21 unchanged sentences

The first site was granted an ITH in March 2023 that expires in March 2028.

The ITH for the second site expired in November 2024.

The ITH for the second site was granted last March 2025 and will expire in March 2029.

The rest of the sites registered under PEZA or BOI operate under the reduced income tax rates regime.

The Company is also subject to reduced income tax rates after the lapse of the income tax holidays.

The impact of these tax holidays and reduced income tax rates decreased total foreign taxes by $3.2 million and $5.2 million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2025 , the Company has one site under TOPI that is not enjoying any income tax incentive.

The impact of these tax holidays and reduced income tax rates decreased total foreign taxes by an estimated $4.3 million and $3.2 million for the years ended December 31, 2025 and 2024, respectively.

For India, the Company is entitled to an additional tax deduction under Sec 80JJAA equal to 30% of additional employee costs incurred in the course of business in the previous year for three assessment years.

In Mexico, for the years 2022, 2023 and 2024 the Company applied for Fiscal Stimulus for the Northern Border Region, a tax credit equivalent to one-third of the income tax incurred in a taxable year.

This reduces the tax rate from 30% to 20% and may be applied until the taxable year 2025.

This reduced the tax rate from 30% to 20% in those years.

The Company will no longer be entitled to the benefit in 2025 since the minimum income source requirement is not met.

Starting in 2022, by hiring older people and those with disabilities, a deduction to taxable income is applicable up to the amount equivalent to 25% of the salary paid to these hires.

For Croatia, the Company is entitled to a tax credit of 50% of its corporate income tax liability.

For Croatia, the Company is entitled to use its tax pool credit for up to 50% of its corporate income tax liability.

This incentive is contingent on maintaining specified local employment and asset expenditures.

125 unchanged sentences

To the extent we choose to rely on these corporate governance exemptions, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.

We are currently an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors, or if our impending loss of emerging growth company status will make our Class A common stock less attractive to investors.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

We will remain an “emerging growth company” until the earliest to occur of:

• the last day of the fiscal year during which our total annual revenue equals or exceeds $1.235 billion (subject to adjustment for inflation);

• the last day of the fiscal year following the fifth anniversary of our IPO;

• the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt;

• the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.

We may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Investors may find our Class A common stock less attractive because we may rely on these exemptions.

We will remain an “emerging growth company” until December 31, 2026.

We take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Investors may find our Class A common stock less attractive because we rely on these exemptions.

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

4 unchanged sentences

In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq.

The Company will lose its status as an emerging growth company on December 31, 2026, the last day of the fiscal year following the fifth anniversary of its initial public offering.

As a result, the Company will no longer be entitled to take advantage of the specified exempted reporting requirements after that date.

These additional reporting requirements will increase our legal and financial compliance costs and are likely to make our reporting and disclosure process more time consuming and costly.

We cannot predict if investors will find our Class A common stock less attractive because we may no longer rely on these exemptions.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Class A common stock, our stock price and trading volume could decline.

17 unchanged sentences

Such litigation that has or may again in the future be instituted against us, as well as responding to reports published by short sellers or other speculation in the press or the investment community, has and could again in the future result in substantial costs and a diversion of our management’s attention and resources.

Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on your investment unless you sell your Class A common stock for a price greater than that which you paid for it.

We have not previously paid any cash dividends and have no current plans to pay cash dividends.

Because there can be no assurance that we will pay cash dividends on our common stock, you may not receive any return on your investment unless you sell your Class A common stock for a price greater than that which you paid for it.

We have not previously paid any cash dividends.

On February 25, 2026, our Board of Directors declared a special cash dividend of $3.65 per share, payable on March 25, 2026.

However, there can be no assurance that we will pay cash dividends in the future.

The declaration, amount and payment of any future dividends on shares of common stock will be at the sole discretion of our Board of Directors.

17 unchanged sentences

We have filed registration statements on Form S-8 under the Securities Act to register shares of our Class A common stock issuable in respect of equity awards issued pursuant to our 2019 Stock Incentive Plan and our 2021 Omnibus Incentive Plan, and in the future, we may file additional Form S-8s to cover additional equity awards.

We have also filed a Form S-3 under the Securities Act to register debt, equity and related securities, and we, or our Sponsor or Co-Founders as the selling shareholders named therein, may sell shares of Class A common stock pursuant to the Form S-3.

We have also filed a Form S-3 under the Securities Act to register equity and related securities, and we, or our Sponsor or Co-Founders as the selling shareholders named therein, may sell shares of Class A common stock pursuant to the Form S-3.

Shares registered under such registration statements will be available for sale in the open market.

32 unchanged sentences

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