What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-02 compared with 2025-03-03 · 65 added, 60 removed, 834 unchanged (13% of the section changed)

86 unchanged sentences

unforeseen public health crises, such as pandemics and epidemics;

political crises, such as a government shutdown, terrorist attacks, war and other incidents of political instability, such as Russia’s invasion of Ukraine, the Israel-Hamas war and other conflicts in the Middle East, and the risk of increased tensions between China and Taiwan, or other catastrophic events, whether occurring in the United States or internationally.

and Israel and other conflicts in the Middle East, and the risk of increased tensions between China and Taiwan, or other catastrophic events, whether occurring in the United States or internationally.

Ongoing geopolitical instability and military conflicts in major oil-producing regions could further disrupt energy supplies and lead to significant increases in oil prices.

Such energy price spikes may contribute to broader inflationary pressures and a reduction in consumer purchasing power.

If our buyers face significantly higher costs for fuel and other essentials, they may decrease their discretionary spending on our marketplaces, which would harm our business and results of operations.

Additionally, other macroeconomic developments, such as efforts of governments to stimulate or stabilize the economy, international conflicts, trade disputes, sanctions, increased tariffs internationally, including between the United States and China and on imports into the United States from various countries, have at times impacted, and may in the future impact our business in an adverse manner, whether directly or indirectly, such as through their impacts on the financial positions and operations of our customers, suppliers, and other third parties with whom we do business.

41 unchanged sentences

In addition, future growth, such as the potential expansion of our operations internationally or expansion into new categories of offerings, either organically or through acquisitions, would require significant capital expenditures, which could adversely affect our results of operations, and the allocation of valuable management resources to grow and change in these areas.

Our revenue from continuing operations was $260.0 million and $258.5 million for the years ended December 31, 2024 and 2023, respectively, representing annual growth of 1% and 7%, respectively.

Our revenue from continuing operations was $310.8 million and $260.0 million for the years ended December 31, 2025 and 2024, respectively, representing an annual growth of 19.5%.

In future periods, we may not be able to sustain or increase revenue growth rates consistent with recent history, or at all.

5 unchanged sentences

• manage and improve our business processes in response to changing business needs;

• process Clean Out Kits from sellers on a timely basis;

• process Clean Out Bags from sellers on a timely basis;

• improve, expand and further automate our distribution center operations and information systems;

39 unchanged sentences

• our success in engaging existing buyers and sellers and cost effectively attracting new buyers and sellers;

• our ability to meet the expectations of sellers that we will process their Clean Out Kits in a timely manner;

• our ability to meet the expectations of sellers that we will process their Clean Out Bags in a timely manner;

• the amount and timing of our operating expenses;

38 unchanged sentences

We have invested and expect to continue to invest significant time and resources into our RaaS offerings and our RaaS clients include national retail stores, premium fashion brands, fashion-focused e-commerce sites and marketplaces for the buying and selling of secondhand items.

We maintain a robust and varied set of RaaS offerings including provision of our Clean Out Kits at our RaaS clients’ retail stores, our cash out marketplace offering, white-label resale shops, the resale of worn retail items provided to us by our RaaS clients and cross-listing our products on our RaaS clients’ websites.

We maintain a robust and varied set of RaaS offerings including provision of our Clean Out Bags at our RaaS clients’ retail stores, our cash out marketplace offering, white-label resale shops, the resale of worn retail items provided to us by our RaaS clients and cross-listing our products on our RaaS clients’ websites.

To grow our business and build out our marketplaces, we anticipate that we will continue to depend on relationships with third parties.

1 unchanged sentence

Further, our competitors may be effective in providing incentives to third parties to favor their offerings over our marketplaces, mobile application or in-store offerings.

There is significant uncertainty around the future profitability of our RaaS offerings and whether they will result in an increased number of new and repeat buyers, an increased number of new and repeat sellers selling high-quality secondhand items, increased awareness of our brand and an additional source of revenue.

There is significant uncertainty around whether our RaaS offerings will result in an increased number of new and repeat buyers, an increased number of new and repeat sellers selling high-quality secondhand items, and increased awareness of our brand.

Further, if the retail industry suffers in general, there may be fewer customers visiting our RaaS clients’ retail stores, our RaaS clients may discontinue their white-label resale shops in an effort to cut back newer partnerships, and therefore our kit distribution offering for gift cards to our clients’ stores could be less desirable.

Additionally, our RaaS clients could go out of business or declare bankruptcy.

If our RaaS offerings are not profitable and do not result in us acquiring a high-quality supply of secondhand items from our RaaS clients and/or their customers, who become our sellers, and reaching additional buyers, our business, results of operations and financial condition could be harmed.

If our RaaS offerings do not result in us acquiring a high-quality supply of secondhand items from our RaaS clients and/or their customers, who become our sellers, and reaching additional buyers, our business, results of operations and financial condition could be harmed.

We may not be able to continue to improve our distribution center operations, attract and retain personnel to efficiently and effectively manage the operations required to process, itemize, list, sell, pack and ship secondhand and resale items or identify and lease distribution centers in geographic regions that enable us to effectively scale our operations.

3 unchanged sentences

Each item that we offer through our marketplaces is unique and requires multiple touch points, including inspection, evaluation, photography, pricing, application of a unique SKU, and fulfillment.

This process is complex and we have in the past, and may continue to have more Clean Out Kits from sellers than we can timely process.

This process is complex and we have in the past, and may continue to have more Clean Out Bags from sellers than we can timely process.

Further, the market for employees is competitive and is highly dependent on geographic location.

2 unchanged sentences

Further, the success of our business depends on our ability to maintain our current distribution centers and, in the future, secure additional distribution centers that meet our business needs and are also in geographic locations with access to a large, qualified talent pool.

We have processing and distribution centers across four strategic U.S.

We have processing and distribution centers across four strategic locations in the United States (“U.S.”):

Arizona, Georgia, Pennsylvania and Texas.

68 unchanged sentences

Furthermore, the current volatility in the global oil markets has resulted in higher fuel prices, which many shipping companies have passed on to their customers by way of increased fuel surcharges.

Recent military operations by the U.S.

and Israel in Iran could lead to even more significant spikes in global energy prices.

We have recently experienced increased shipping costs as a result, and these costs may continue to increase in the future.

41 unchanged sentences

It also requires that we foster trust through consistent and transparent acceptance, payout and return processes and policies for secondhand items supplied to us, payouts that our sellers perceive to be adequate compensation for their items and responsive and effective customer service.

For example, in 2022, we implemented a fee for sellers to order a Clean Out Kit and made changes to our return policy, which have led and could potentially in the future lead to an increase in customer service requests from both our buyers and our sellers.

For example, in 2022, we implemented a fee for sellers to order a Clean Out Bag and made changes to our return policy, which have led and could potentially in the future lead to an increase in customer service requests from both our buyers and our sellers.

If we fail to provide buyers or sellers with the service and experience they expect, or we experience buyer or seller dissatisfaction or negative publicity about our marketplace services, merchandise, delivery times or customer support, whether justified or not, the value of our brand and reputation could be harmed, which could harm our business and future growth.

Further, any unanticipated increase in customer service inquiries from our customers has in the past, and may in the future, result in a slower response time from our customer service team and lead to an increase in customer complaints.

For example, disruption to processing of Clean Out Kits and distribution caused by a backlog of Clean Out Kits has led and could potentially lead to additional delays in our ability to process secondhand items sellers send in for resale, resulting in delays in sellers receiving payouts and less refreshing of our supply on our marketplaces, and could harm our brand and reputation.

For example, disruption to processing of Clean Out Bags and distribution caused by a backlog of Clean Out Bags has led and could potentially lead to additional delays in our ability to process secondhand items sellers send in for resale, resulting in delays in sellers receiving payouts and less refreshing of our supply on our marketplaces, and could harm our brand and reputation.

Our reputation or brand image could be adversely impacted by any failure to maintain satisfactory practices for all our operations and activities, including greenwashing concerns regarding our advertising campaigns and marketing programs related to our sustainability initiatives.

12 unchanged sentences

Divestitures similarly require a significant investment of time and resources, may disrupt our business, may not close on the expected timing or at all, distract management from other responsibilities and may result in losses on disposal or continued financial involvement in the divested business, including through indemnification, guarantee or other financial arrangements, for a period of time following the transaction.

We may not be able to find and identify desirable acquisition targets or we may not be successful in entering into an agreement with any one target.

We may not be able to find desirable acquisition targets or we may not be successful in entering into an agreement with any one target.

Acquisitions could also result in significant payments of cash by us, dilutive issuances of equity or equity-linked securities or the incurrence of debt, each of which could adversely affect our financial condition and the market price of our Class A common stock.

16 unchanged sentences

While we refund the cost of an item to a buyer if the buyer questions its authenticity and returns the item, the resale of any counterfeit items may nonetheless damage our reputation as a trusted marketplace for secondhand items, which may impact our ability to attract and maintain repeat buyers and sellers.

We may also be subject to allegations that an item we sold is not authentic despite our efforts to inspect such item and/or our general authentication practices.

We have been in the past and may in the future be subject to allegations that an item we sold is not authentic despite our efforts to inspect such item and/or our general authentication practices.

Such controversy could negatively impact our reputation and brand and harm our business and results of operations.

157 unchanged sentences

Legal Proceedings" along with Note 10, Commitments and Contingencies of the notes to the consolidated financial statements contained within this Annual Report on Form 10-K.

In addition, our business and financial condition could be adversely affected by unfavorable changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us and our business particularly following the change in Presidential administration, including those relating to the internet and e-commerce, such as geo-blocking and other geographically based restrictions, internet advertising and price display, consumer protection, anti-corruption, antitrust and competition, economic and trade sanctions, tax, banking, data security, network and information systems security, data protection, privacy and escheatment and unclaimed property.

As a result, regulatory authorities could prevent or temporarily suspend us from conducting some or all of our activities or otherwise penalize us if our practices were found not to comply with applicable regulatory or licensing requirements or any binding interpretation of such requirements.

26 unchanged sentences

Such charges might have a significant impact on our reported financial condition and results of operations.

In the third quarter of 2024, we recorded an impairment charge of $9.8 million in connection with the decision to exit the European market, coupled with the decline in our market capitalization.

This charge was recognized within Loss from discontinued operations, net of tax in the consolidated statements of operations for the year ended December 31, 2024.

In the fourth quarter of 2025, the Company recorded an impairment charge of $1.1 million related to a warehouse lease asset group, including an ROU asset and related leasehold improvements, due to changes in circumstances that indicated the assets were no longer recoverable.

The impairment charge was recorded within operations, product and technology in the Company’s consolidated statements of operations for the year ended December 31, 2025.

As required by accounting rules, we review our goodwill for impairment at least annually as of October 1 or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit that has goodwill is less than its carrying value.

9 unchanged sentences

We and our third-party credit card payment processors are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply.

If we or our third-party credit card payment processors fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our buyers and sellers in addition to the consequences that could arise from such action or inaction violating or being alleged to violate applicable laws, regulations, contractual obligations or other obligations, including those regulating to privacy, data protection and data security as outlined above, including harm to our reputation and market position.

Any of these could have an adverse impact on our business, results of operations, financial condition

and prospects.

and market position.

Any of these could have an adverse impact on our business, results of operations, financial condition and prospects.

Our failure to adequately prevent fraudulent transactions could damage our reputation and market position, result in claims, litigation or regulatory investigations and proceedings or lead to expenses that could harm our business, results of operations and financial condition.

21 unchanged sentences

We cannot assure you that all our employees, business partners, representatives, and agents, as well as those companies to which we outsource certain of our business operations, will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

Any violation of the FCPA or other applicable anti-corruption laws and anti-bribery laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, suspension or disbarment from United States government contracts, substantial diversion of management’s attention, significant legal fees and fines, severe criminal or civil sanctions against us, our officers or our employees, disgorgement of profits, and other sanctions and remedial measures, and prohibitions on the conduct of our business, any of which

could harm our reputation, business, results of operations, financial condition and prospects and the price of our Class A common stock.

of profits, and other sanctions and remedial measures, and prohibitions on the conduct of our business, any of which could harm our reputation, business, results of operations, financial condition and prospects and the price of our Class A common stock.

Labor-related matters, including labor disputes, may adversely affect our operations.

28 unchanged sentences

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

Those enactments could harm our business operations, and our business, results of operations and financial condition.

For example, on July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law.

Key tax provisions include the restoration of 100% bonus depreciation for certain qualified property, immediate expensing for domestic research and experimental expenditures and modifications to international tax provisions.

Enactments of tax laws could harm our business operations, and our business, results of operations and financial condition.

Further, application of income and tax laws is subject to interpretation and existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us.

17 unchanged sentences

Our NOLs may also be subject to limitations under state law.

We are an emerging growth company and a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies could 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 (“JOBS Act”) and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:

• not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;

• reduced disclosure obligations regarding executive compensation in our periodic reports and annual report on Form 10-K;

• exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We could be an emerging growth company for up to five years following the completion of the IPO.

Our status as an emerging growth company will end as soon as any of the following takes place:

• the last day of the fiscal year in which we have more than $1.235 billion in annual revenue;

• the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates;

• the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities;

• the last day of the fiscal year ending after the fifth anniversary of the completion of the IPO.

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

We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

We are also a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K.

As a smaller reporting company, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not smaller reporting companies, including, but not limited to:

• Reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements;

• Not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002; and

• Have certain other decreased disclosure obligations in our filings with the SEC, including being required to provide only two years of audited financial statements in annual reports.

We will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250.0 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100.0 million plus we have any public common equity float or public float of more than $700.0 million.

We also would not be eligible for status as smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

We cannot predict if investors will find our Class A common stock less attractive if we choose to rely on the exemptions afforded emerging growth companies and smaller reporting companies.

If some investors find our Class A common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our Class A common stock and the market price of our Class A common stock may be more volatile.

We are an emerging growth company and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” In particular, while we are an “emerging growth company,” we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

we will be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;

and we will not be required to hold non-binding advisory votes on executive compensation or stockholder approval of any golden parachute payments not previously approved.

Additionally, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards.

This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company.

We will be an “emerging growth company” until the fiscal year-end following the fifth anniversary of the completion of ThredUp’s initial public offering (March 2026), though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1,235,000 thousand in annual revenue in any fiscal year, (ii) the market value of our shares of common stock that is held by non-affiliates exceeds $700,000 thousand as of any June 30 or (iii) we issue more than $1,000,000 thousand of non-convertible debt over a three-year period.

As the fifth anniversary of the closing date of ThredUp’s initial public offering occurs in 2026, we will no longer be an “emerging growth company” starting with our Annual Report on Form 10-K for the year ending December 31, 2026, and as a result, will no longer be able to take advantage of the exemptions listed above.

The exact implications of the JOBS Act are subject to interpretation and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act.

Additionally, investors may find our Class A Common Stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act.

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

We are no longer a “smaller reporting company” within the meaning of the Securities Act and as a result we are or will be subject to certain enhanced disclosure requirements which will require us to incur significant expenses and expend time and resources.

We are no longer a “smaller reporting company,” as of January 1, 2026 and, as a result, we are or will be required to comply with various disclosure and compliance requirements that did not previously apply to us, such as the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act (once any applicable exemptions, including those related to emerging growth company status, no longer apply), the requirement that we hold a nonbinding advisory vote on executive compensation and, in connection with certain merger or similar transactions, to obtain stockholder approval of any golden parachute payments not previously approved, the requirement to provide full and more detailed executive compensation disclosure and shorter filing deadlines for our periodic and annual reports.

Compliance with these additional requirements increases our legal and financial compliance costs and causes management and other personnel to divert attention from operational and other business matters to these additional public company reporting requirements.

Risks Relating to Our Indebtedness and Liquidity

13 unchanged sentences

Our loan and security agreement provides our lender with a first-priority lien against substantially all of our assets and contains financial covenants and other restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our results of operations.

We are party to an amended and restated loan and security agreement with Western Alliance Bank, which was amended on December 14, 2023, which contains a number of covenants that restrict our and our subsidiaries’ ability to, among other things, incur additional indebtedness, materially change our business, convey, sell, lease, transfer or dispose of the business or our property, except under certain circumstances, merge or consolidate with other companies or acquire other companies, create or incur liens, pay any dividends on our Class A common stock, make certain investments and engage in certain other activities.

We are also required to maintain financial covenants, including minimum cash and liquidity requirements, a debt service requirement and quarterly and annual minimum net revenue and revenue growth thresholds.

We are party to an amended and restated loan and security agreement with Western Alliance Bank, which was amended on January 30, 2026, which contains a number of covenants that restrict our and our subsidiaries’ ability to, among other things, incur additional indebtedness, materially change our business, convey, sell, lease, transfer or dispose of the business or our property, except under certain circumstances, merge or consolidate with other companies or acquire other companies, create or incur liens, pay any dividends on our Class A common stock, make certain investments and engage in certain other activities.

We are also required to maintain financial covenants, including minimum cash and liquidity requirements.

The terms of our loan and security agreement may restrict our current and future operations and could adversely affect our ability to finance our future operations or capital needs or to execute business strategies in the means or manner desired.

5 unchanged sentences

Further, the terms of any new or additional financing may be on terms that are more restrictive or on terms that are less desirable to us.

Recent increases in interest rates and volatility in the capital markets may increase our borrowing costs and affect our ability to raise additional funds.

Volatility in interest rates and in the capital markets may increase our borrowing costs and affect our ability to raise additional funds.

We have relied in part on borrowed funds to meet our liquidity needs and fund our operations and may continue to do so in the future.

As of December 31, 2024, we have the ability to incur up to $48.8 million in indebtedness under our loan and security agreement, as amended, with a maturity date of July 14, 2027 and as of December 31, 2024 had incurred $22.3 million of indebtedness pursuant to this agreement.

The indebtedness generally bears interest at the prime rate published in the Wall Street Journal plus a margin of 1.25% with a floor of 4.75% per annum;

As of December 31, 2025, we had the ability to incur up to $48.8 million in indebtedness under our loan and security agreement, as amended, with a maturity date of July 14, 2027 and as of December 31, 2025 had incurred $18.3 million of indebtedness pursuant to this agreement.

The indebtedness generally bore interest at the prime rate published in the Wall Street Journal plus a margin of 1.25% with a floor of 4.75% per annum;

the applicable interest rate as of December 31, 2025 was 8.00% per annum.

Continued or sustained increases in interest rates will increase the cost of servicing our outstanding indebtedness as well as the cost of any new indebtedness we may incur, including as a result of any future refinancing, and could negatively impact our business, results of operations and financial condition.

In addition, uncertainty and volatility in the capital markets and other factors may negatively impact our access to debt and equity financing and such financing may not be available on terms favorable to us or at all.

If we are unable to obtain adequate financing or financing on terms satisfactory to us, we could face significant limitations on our ability to invest in our operations and otherwise suffer harm to our business.

Recent events affecting the financial services industry could have an adverse impact on our business, results of operations and financial conditions.

Subsequent to year-end, on January 30, 2026, we entered into Amendment No.

2 of our loan and security agreement (the “Amendment”) that materially revised our debt obligations.

Under the terms of the Amendment, our ability to incur indebtedness under the undrawn committed term loan facility was reduced from $22.5 million to $10.0 million.

Additionally, the Amendment transitioned the reference interest rate for any outstanding principal from the prime rate published in the Wall Street Journal plus a margin of 1.25%, with a floor of 4.75% to the Secured Overnight Financing Rate (“SOFR”),subject to a 2.50% per annum floor, plus a margin of 3.25%.

While the Amendment extended our maturity date to July 10, 2030, and provided for an interest-only period on our outstanding term loan facility until January 10, 2028, the transition to SOFR and the increased margin could result in higher interest expense, particularly if Term SOFR experiences volatility or sustained increases.

We are subject to restrictive financial covenants that could limit our operational flexibility under the Amendment.

The Amendment modifies certain financial covenants under the loan and security agreement, including revisions to the existing minimum cash and liquidity requirements, and eliminates the fixed charge coverage ratio maintenance covenant.

Failure to comply with these covenants could result in an immediate event of default.

Because certain minimum cash and liquidity requirement is measured daily, even temporary or seasonal fluctuations in our cash position could lead to a technical default.

Any failure to comply with the financial and operating covenants could allow our lenders to accelerate the maturity of our debt and exercise remedies against our assets, which would have a material adverse effect on our business, results of operations, and financial condition.

Furthermore, these restrictive covenants may limit our ability to deploy capital for strategic acquisitions or growth initiatives.

If the capital markets experience continued volatility, we may be unable to obtain additional financing on favorable terms, or at all, which would significantly limit our ability to invest in our operations and otherwise suffer harm to our business.

Adverse developments affecting the financial services industry could have an adverse impact on our business, results of operations and financial conditions.

On March 10, March 12 and May 1 of 2023, the Federal Deposit Insurance Corporation (the “FDIC”) took control and was appointed receiver of Silicon Valley Bank, Signature Bank and First Republic Bank, respectively, after each bank was unable to continue their operations.

38 unchanged sentences

Such a stock price decline could occur even when we have met any previously publicly stated revenue or earnings forecasts that we may provide.

Our failure to meet Nasdaq’s or the Long-Term Stock Exchange’s continued listing requirements could result in a delisting of our Class A common stock, which could materially adversely affect the liquidity of our Class A common stock.

We received notices from Nasdaq and the Long-Term Stock Exchange (“LTSE”) in 2024 that we were not in compliance with the minimum closing bid price requirement that a company must meet in order to remain listed on Nasdaq and the LTSE.

While we have since regained compliance with Nasdaq’s and the LTSE’s listing standards, any future failure to satisfy an exchange’s continued listing requirements could result in a delisting of our Class A common stock from the applicable exchange.

If our Class A common stock were to be delisted from an exchange, the liquidity of our Class A common stock would be adversely affected, and the market price of our Class A common stock could decrease.

The dual-class structure of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to our IPO, including our directors, executive officers and their respective affiliates.

78 unchanged sentences

The Court of Chancery of the State of Delaware and the federal district courts of the United States may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

General Risks

General Risk Factors

We depend on our executive officers and other key personnel, and if we are unable to recruit and retain highly skilled employees or contractors our business could be harmed.

36 unchanged sentences

If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We also expect that being a public company and being subject to these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.

We also expect that being a public company and being subject to these rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.

These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

2 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