Investing in our common stock involves a high degree of risk.
−Removed: Before making an investment decision, you should carefully consider the risks described below, together with all of the other information included in this annual report and the information incorporated by reference herein.
−Removed: If any of the risks described below, or incorporated by reference into this annual report actually occur, our business, financial condition or results of operations could suffer.
+Added: Before making an investment decision, you should carefully consider the risks described below, together with all of the other information included in this Annual Report.
+Added: If any of the risks described below actually occur, our business, financial condition or results of operations could suffer.
In that case, the trading price of our common stock may decline and you may lose all or part of your investment.
26 unchanged sentences
In addition, because our businesses do not have exclusive relationships with Network Partners, consumers may obtain loans, insurance and other financial products from these third-party service providers without having to use our marketplaces.
−Removed: Network Partners can offer loans, insurance and other financial products directly to consumers through their own marketing
−Removed: campaigns or other traditional methods of distribution, such as referral arrangements, physical store-front operations or broker agreements.
+Added: Network Partners can offer loans, insurance and other financial products directly to consumers through their own marketing campaigns or other traditional methods of distribution, such as referral arrangements, physical store-front operations or broker
Network Partners may also offer loans, insurance and other financial products and services to prospective customers online directly, through one or more online competitors or other business, or both.
34 unchanged sentences
These deficiencies and other failures of any potential AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm.
−Removed: Trends in the credit card industry, as well as the impact of the general economy on the ability of users to qualify for credit cards, could harm our business, financial condition and results of operations.
−Removed: Our credit card product offering is subject to particular risks, including, but not limited to:
−Removed: • adverse conditions in the economy may affect credit card issuers and their willingness to issue new credit which would negatively affect revenue;
−Removed: • credit losses among credit card issuers may increase beyond normal and budgeted levels which could cause a reduction in credit card issuers' ability to extend credit;
−Removed: • interest rate increases may make balance transfer cards less profitable for issuers;
−Removed: • credit card issuers and other advertisers in the business verticals in which we operate may be unwilling to advertise on our websites or mobile applications;
−Removed: • changes in application approval rates by credit card issuer customers;
−Removed: • increased competition and its effect on our website traffic, click-through rates, advertising rates, revenue, margins, and market share;
−Removed: • our ability to provide competitive service to credit card issuers and to consumers using our online offerings and other platforms;
−Removed: • credit card issuers may determine that the online digital marketing channel is no longer a viable marketing platform for generating new credit card customers;
−Removed: • decreases in consumer interest in credit card products;
−Removed: • our ability to maintain brand recognition for both LendingTree and CompareCards and to effectively leverage the LendingTree brand with the CompareCards brand;
−Removed: • our ability to develop new products and services and enhance existing ones.
−Removed: If our credit card product is impacted by the risks described above, then our results of operations and future growth prospects could be materially and adversely affected.
Economic conditions, including changes in the consumer lending and insurance markets could harm our business, financial condition and results of operations.
29 unchanged sentences
• costs and expenses associated with any undisclosed or potential liabilities;
−Removed: • that the business acquired in the acquisition may not continue to perform as well as anticipated;
+Added: • that the business may not continue to perform as well as anticipated;
• ongoing operating risks, including liabilities arising from data privacy and security laws and regulations or security breaches.
16 unchanged sentences
Lenders participating on our marketplace may reduce their willingness to make personal loans at more attractive interest rates than credit card debt and may, for that reason or for any other reason, reduce their demand for requests generated from our personal loan marketplace.
−Removed: Reasons that lenders might reduce their willingness to make personal loans at attractive interest rates may include regulatory changes, stricter institutional lending criteria, a lack of adequate funding sources or capital for loan originations, or increased borrower default levels, which may occur upon adverse changes in regional, national or global economic conditions.
+Added: Reasons that lenders might reduce their willingness to make personal loans at attractive
+Added: interest rates may include regulatory changes, stricter institutional lending criteria, a lack of adequate funding sources or capital for loan originations, or increased borrower default levels, which may occur upon adverse changes in regional, national or global economic conditions.
Additionally, lenders may tighten their underwriting standards, making it more difficult for consumers to qualify for personal loans.
1 unchanged sentence
If lenders participating on our marketplace decide to reduce their offerings of personal loans, tighten their underwriting standards, or if personal loans become unattractive to consumers because of higher interest rates demanded by lenders or other reasons, then our results of operations and future growth prospects could be materially and adversely affected.
−Removed: Our financial condition and results of operations have been and may continue to be adversely affected by public health issues, including epidemics or pandemics such as COVID-19.
−Removed: We face various risks related to public health issues, including epidemics, pandemics, and other outbreaks, including the global outbreak of COVID-19.
−Removed: The COVID-19 pandemic negatively impacted the global economy, disrupted global supply chains, created significant volatility and disruption in financial markets, and, at times, increased unemployment levels.
−Removed: In addition, the pandemic resulted in temporary closures of many businesses and the institution of various lockdown orders and sheltering in place requirements in many states and communities.
−Removed: As a result, the demand for our products, in particular in our Consumer segment, was significantly impacted.
−Removed: The full impact of COVID-19 or any widespread public health issue on our financial condition and results of operations will depend on the duration and scope of an outbreak (including any potential future waves, the emergence or re-emergence of variants and their transmissibility, and the success of vaccination programs and treatments), its impact on our consumers and our Network Partners, how quickly normal economic conditions, operations, and the demand for our services and products can resume, and any permanent behavioral changes that the pandemic may cause.
−Removed: The extent to which the COVID-19 pandemic or any widespread public health issue impacts our business, financial condition
−Removed: and results of operations, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted.
+Added: Our small business loans are a significant product within our Consumer segment and there are risks specific to this product that could have a material impact on our results of operations.
+Added: Our small business loans product has a renewal stream that is a significant part of the revenue of this product.
+Added: Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, requires the estimation and recognition of revenue for future renewals at the time of the original loan, which creates a contract asset.
+Added: The contract asset is estimated using historical renewal and commission rates, but actual renewal revenue could differ from this estimate.
+Added: The contract asset at December 31, 2024 for business loan renewals is $15.3 million.
+Added: Any changes in future renewals or changes in the assumptions supporting the contract asset could have a material impact on our results of operations.
+Added: Additionally, a significant portion of the business loans revenue is derived from one Network Partner and if we lose significant business from this partner, our results of operations could be adversely affected.
+Added: Trends in the credit card industry, as well as the impact of the general economy on the ability of users to qualify for credit cards, could harm our business, financial condition and results of operations.
+Added: Our credit card product offering is subject to particular risks, including, but not limited to:
+Added: • adverse conditions in the economy may affect credit card issuers and their willingness to issue new credit which would negatively affect revenue;
+Added: • credit losses among credit card issuers may increase beyond normal and budgeted levels which could cause a reduction in credit card issuers' ability to extend credit;
+Added: • interest rate increases may make balance transfer cards less profitable for issuers;
+Added: • credit card issuers and other advertisers in the business verticals in which we operate may be unwilling to advertise on our websites or mobile applications;
+Added: • changes in application approval rates by credit card issuer customers;
+Added: • increased competition and its effect on our website traffic, click-through rates, advertising rates, revenue, margins, and market share;
+Added: • our ability to provide competitive service to credit card issuers and to consumers using our online offerings and other platforms;
+Added: • credit card issuers may determine that the online digital marketing channel is no longer a viable marketing platform for generating new credit card customers;
+Added: • decreases in consumer interest in credit card products;
+Added: • our ability to maintain brand recognition for both LendingTree and CompareCards and to effectively leverage the LendingTree brand with the CompareCards brand;
+Added: • our ability to develop new products and services and enhance existing ones.
+Added: If our credit card product is impacted by the risks described above, then our results of operations and future growth prospects could be materially and adversely affected.
+Added: If we are unable to continually enhance our products and services and adapt them to technological changes and consumer and Network Partner needs, we may lose market share and revenue and our business could suffer.
+Added: We need to anticipate, develop and introduce new products, services and applications on a timely and cost-effective basis that keep pace with technological developments and changing consumer and Network Partner needs.
+Added: We are continually working to improve our consumer experience through enhancements to our products and services.
+Added: However, we may not be able to develop products and services that are equivalent to or better than our competitors or that successfully meet our consumer and Network Partner needs.
+Added: We may not be successful, or as successful as our competitors, in developing
+Added: technologies and systems that operate effectively across multiple devices and platforms in a way that is appealing to our consumers and Network Partners.
+Added: Additionally, our interaction with our Network Partners is dependent on the technology and services we offer to these customers.
+Added: Our inability to offer competitive technology solutions to support our Network Partners could have a negative impact on our business.
+Added: If we fail to develop our websites or apps to respond to technological developments and changing consumer and Network Partner needs cost effectively, or if consumers and Network Partners respond negatively to changes, we may lose market share, which could materially and adversely affect our business, financial condition and results of operations.
Some of our products are new to the market and may fail to achieve or maintain customer acceptance and profitability.
We have, in the past, launched a number of new products and may, in the future, launch new products.
−Removed: We do not have as much experience with new products as with the other more mature products.
+Added: We do not have as much experience with new products as with other more mature products.
Accordingly, new products may be subject to greater risks than our more mature products.
The success of our new products will depend on a number of factors, including, but not limited to:
−Removed: • implementing, at an acceptable cost, product features offered by our competitors and/or expected by consumers, lenders and lead purchasers;
−Removed: • market acceptance by consumers, lenders and lead purchasers;
+Added: • implementing, at an acceptable cost, product features offered by our competitors and/or expected by consumers, and Network Partners;
+Added: • market acceptance by consumers and Network Partners;
• offerings by current and future competitors;
4 unchanged sentences
Our results of operations may suffer if we fail to successfully anticipate and manage these issues associated with new products.
−Removed: If we are unable to continually enhance our products and services and adapt them to technological changes and consumer and lender, insurer and/or lead purchaser needs, we may lose market share and revenue and our business could suffer.
−Removed: We need to anticipate, develop and introduce new products, services and applications on a timely and cost-effective basis that keep pace with technological developments and changing consumer and customer needs.
−Removed: We are continually working to improve our consumer experience through enhancements to our products and services.
−Removed: However, we may not be able to develop products and services that are equivalent to or better than our competitors or that successfully meet our consumer needs.
−Removed: We may not be successful, or as successful as our competitors, in developing technologies and systems that operate effectively across multiple devices and platforms in a way that is appealing to our consumers.
−Removed: Additionally, our interaction with our Network Partners is dependent on the technology and services we offer to these customers.
−Removed: Our inability to offer competitive technology solutions to support our lenders could have a negative impact on our business.
−Removed: If we fail to develop our websites or apps to respond to technological developments and changing consumer and customer needs cost effectively, or if consumers and customers respond negatively to changes, we may lose market share, which could materially and adversely affect our business, financial condition and results of operations.
−Removed: If consumers do not find value in our Spring platform or other platforms, or do not like the consumer experience on the platforms, the number of matches on our platform may decline, which would harm our business, financial condition and resul ts of operations.
+Added: If consumers do not find value in our Spring platform or other platforms, or do not like the consumer experience on the platforms, the number of matches on our platforms may decline, which would harm our business, financial condition and resul ts of operations.
We believe that the growth of our business and revenue depends upon our ability to engage our existing users on the Spring and other platforms and to add new users.
4 unchanged sentences
• we do not obtain regulatory approvals necessary for expansion into new verticals, or to launch new products, product features or tools;
−Removed: • we fail to effectively use search engines, social media platforms, digital app stores, content-based online advertising, and other online sources for generating traffic to our platform;
−Removed: • our platform experiences disruptions or outages;
+Added: • we fail to effectively use search engines, social media platforms, digital app stores, content-based online advertising, and other online sources for generating traffic to our platforms;
+Added: • our platforms experience disruptions or outages;
• we suffer reputational harm to our brand including from negative publicity, whether accurate or inaccurate;
1 unchanged sentence
• technical or other problems frustrate the user experience;
−Removed: • we are unable to address user concerns regarding the content, privacy, and security of our digital platform;
−Removed: • we are unable to continue to innovate and improve our platform by generating compelling content and tools;
+Added: • we are unable to address user concerns regarding the content, privacy, and security of our digital platforms;
+Added: • we are unable to continue to innovate and improve our platforms by generating compelling content and tools;
• existing or new financial services providers use incentives to directly cross-sell their products, reducing consumer benefits of using multiple providers.
29 unchanged sentences
Other acquisitions or strategic investments that we pursue may not be successful and could disrupt our business and harm our financial condition.
−Removed: We may consider or undertake strategic acquisitions of, or material investments in, businesses, products or technologies, such as our January 2022 acquisition of an equity interest in EarnUp or our February 2020 acquisition of an equity interest in Stash.
+Added: We may consider or undertake strategic acquisitions of, or material investments in, businesses, products or technologies.
We may not be able to identify suitable acquisition or investment candidates, or even if we do identify suitable candidates, they may be difficult to finance, expensive to fund and there is no guarantee that we can obtain any necessary regulatory approvals or complete such transactions on terms that are favorable to us.
9 unchanged sentences
If we fail to integrate acquisitions or investments or realize the expected benefits, we may lose the return on these acquisitions or investments or incur additional transaction costs and our business and financial condition may be harmed as a result.
+Added: Our financial condition and results of operations have been and may continue to be adversely affected by public health issues, including epidemics or pandemics such as COVID-19.
+Added: We face various risks related to public health issues, including epidemics, pandemics, and other outbreaks, such as the global outbreak of COVID-19.
+Added: The COVID-19 pandemic negatively impacted the global economy, disrupted global supply chains, created significant volatility and disruption in financial markets, and, at times, increased unemployment levels.
+Added: In addition, the pandemic resulted in temporary closures of many businesses and the institution of various lockdown orders and sheltering in place requirements in many states and communities.
+Added: As a result, the demand for our products, in particular in our Consumer segment, was significantly impacted.
+Added: The full impact of any widespread public health issue on our financial condition and results of operations will depend on the duration and scope of an outbreak (including any potential future waves, the emergence or re-emergence of variants and their transmissibility, and the success of vaccination programs and treatments), its impact on our consumers and our Network Partners, how quickly normal economic conditions, operations, and the demand for our services and products can resume, and any permanent behavioral changes that the pandemic may cause.
+Added: The extent to which any widespread public health issue impacts our business, financial condition and results of operations, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted.
If we fail to manage our people through the changes caused by the economic challenges, our business and results of operations could be harmed.
11 unchanged sentences
If these providers do not provide consumers with competitive levels of convenience, customer service, price and responsiveness, the value of our various brands may be harmed, the ability of our businesses to attract consumers to our websites may be limited and the number of consumers matched through our marketplaces may decline, which could have a material and adverse effect on our business, financial condition and results of operations.
−Removed: A significant portion of our total revenue has, in the past, been derived from one Network Partner, and our results of operations could be adversely affected if we lose significant business from this Network Partner.
−Removed: Although for the years ended December 31, 2023, 2022 and 2021, no Network Partners accounted for more than 10% of total consolidated revenue, in the past, a significant portion of our total revenue has been derived from one Network Partner.
−Removed: This particular Network Partner remains a significant contributor to our total revenue.
−Removed: If this significant Network Partner were to cease purchasing consumer requests and we were unable to replace the associated demand, the loss could have a material adverse effect on our results of operations in the short term and potentially also the longer term.
−Removed: Also, if this Network Partner reduces its volume of consumer requests for any reason, our business could be adversely affected.
+Added: A significant portion of our total revenue is derived from two Network Partners and our results of operations could be adversely affected if we lose significant business from either of these Network Partners.
+Added: For the year ended December 31, 2024, two Network Partners accounted for 22% and 11%, respectively, of total consolidated revenue.
+Added: If either of these significant Network Partners were to cease purchasing consumer requests and we were unable to replace the associated demand, the loss could have a material adverse effect on our results of operations in the short term and potentially also the longer term.
+Added: Also, if either of these Network Partners reduces their volume of consumer requests for any reason, our business could be adversely affected.
We have incurred significant operating losses in the past and we may not be able to generate sufficient revenue to be profitable over the long term.
1 unchanged sentence
If we fail to maintain or grow our revenue and manage our expenses, we may incur significant losses in the future and not be able to maintain or increase our profitability.
−Removed: Our Credit Facility contains financial covenants and other restrictions on our actions and it could therefore limit our operational flexibility or otherwise adversely affect our financial condition.
−Removed: Failure to comply with the terms of any such facility could impair our rights to the assets that have been pledged as collateral under the facility.
+Added: Our Credit Facility and 2024 Term Loan (as defined herein) contain financial covenants and other restrictions on our actions and they could therefore limit our operational flexibility or otherwise adversely affect our financial condition.
+Added: Failure to comply with the terms of any such facilities could impair our rights to the assets that have been pledged as collateral under the facilities.
On September 15, 2021, we entered into a $200.0 million five-year senior secured revolving credit facility (the “Revolving Facility”) and a $250.0 million seven-year senior secured delayed draw term loan facility (the “Term Loan Facility” and together with the Revolving Facility, the “Credit Facility”).
2 unchanged sentences
Borrowings under the Credit Facility can be used to finance working capital needs, capital expenditures, and general corporate purposes, including to finance permitted acquisitions.
−Removed: As of December 31, 2023, we have outstanding a $0.2 million letter of credit under the Revolving Facility.
As of December 31, 2024, we have $243.8 million borrowings outstanding under the Term Loan Facility.
12 unchanged sentences
The guaranties are secured, subject to certain customary exclusions, by substantially all of each such guarantor's assets.
−Removed: If an event of default occurs or if we otherwise fail to comply with any of the negative or affirmative covenants of the Credit Facility, the lenders may declare all of the obligations and indebtedness under such facility due and payable.
+Added: On March 27, 2024, we entered into a $175.0 million first lien term loan facility (the “2024 Term Loan”), which matures on March 27, 2031.
+Added: We drew $125.0 million of the 2024 Term Loan upon closing while the remaining $50.0 million will be
+Added: available as a delayed draw term loan until March 27, 2025.
+Added: As of December 31, 2024, we had $115.6 million borrowings outstanding under the 2024 Term Loan.
+Added: The 2024 Term Loan has certain financial covenants which are tested on a quarterly basis.
+Added: The covenants include a requirement for us to maintain a minimum cash balance of $40.0 million as of the last day of any fiscal quarter (or subject to certain conditions an average cash balance of $40.0 million based on the average cash balance as of the last day of each week during a fiscal quarter) and a minimum Consolidated EBITDA (as such term is defined in the 2024 Term Loan agreement dated as of March 27, 2024) based on the applicable quarter.
+Added: In addition, the 2024 Term Loan contains mandatory prepayment events, affirmative and negative covenants and events of default customary for a transaction of this type.
+Added: The covenants, among other things, restrict additional indebtedness, liens, mergers or certain fundamental changes, asset dispositions, dividends and other restricted payments, transactions with affiliates, loans and investments and other matters customarily restricted in agreements of this type, all subject to certain exceptions.
+Added: In the event of a default in the minimum Consolidated EBITDA covenant, we are required to utilize the ATM Equity Program (as defined in the 2024 Term Loan agreement) to sell common stock and use the proceeds to cure the event of default in the minimum Consolidated EBITDA covenant.
+Added: As security for its obligations under the facility, we granted a security interest to substantially all of our assets and the assets of our material subsidiaries, subject to certain exceptions.
+Added: If an event of default occurs or if we otherwise fail to comply with any of the negative or affirmative covenants of the Credit Facility or the 2024 Term Loan, the lenders may declare all of the obligations and indebtedness under such facility due and payable.
In such a scenario, the lenders could exercise their lien on the pledged collateral, which would have a material adverse effect on our business, operations, financial condition and liquidity.
−Removed: For additional information on the Credit Facility, see Note 15—Debt, in the notes to the consolidated financial statements included elsewhere in this annual report.
+Added: For additional information on the Credit Facility and the 2024 Term Loan, see Note 14—Debt, in the notes to the consolidated financial statements included elsewhere in this annual report.
Risks Related to Our Industry
16 unchanged sentences
Any interruptions, outages or delays in our systems and infrastructures, our businesses, our affiliates and/or third parties, or deterioration in the performance of these systems and infrastructures, could impair the ability of our businesses to provide services, fulfill orders and/or process transactions.
−Removed: Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, acts of God, unauthorized intrusions or computer viruses, and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time.
+Added: Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, acts of God, unauthorized intrusions or
+Added: computer viruses, and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time.
Any of these events could cause system interruption, delays and loss of critical data, and could prevent our businesses from providing services, fulfilling orders and/or processing transactions.
7 unchanged sentences
In the processing of consumer transactions, our businesses collect, use, store, disclose, transfer, and otherwise process a large volume of personal information and other confidential, proprietary and sensitive data.
−Removed: Breaches or failures of security involving our systems or website or those of any of our affiliates, Network Partners or external service providers have occurred
−Removed: in the past and may occur in the future, and have in the past resulted in, and could in the future result in, the theft, unauthorized access, acquisition, use, disclosure, modification or misappropriation of personal information of our consumers, employees or third parties with whom we conduct business, or other confidential, proprietary and sensitive data, fraudulent activity, or system disruptions or shutdowns.
+Added: Breaches or failures of security involving our systems or website or those of any of our affiliates, Network Partners or external service providers have occurred in the past and may occur in the future, and have in the past resulted in, and could in the future result in, the theft, unauthorized access, acquisition, use, disclosure, modification or misappropriation of personal information of our consumers, employees or third parties with whom we conduct business, or other confidential, proprietary and sensitive data, fraudulent activity, or system disruptions or shutdowns.
The occurrence of any actual or attempted breach, failure of security or fraudulent activity, the reporting of such an incident, whether accurate or not, or our failure to make adequate or timely disclosures to the public or law enforcement agencies following any such event, whether due to delayed discovery or a failure to follow existing protocols, could result in claims made against us or our affiliates, Network Partners or external service providers.
11 unchanged sentences
We may be required to expend significant capital and other resources to protect against, respond to, and recover from any potential, attempted, or existing security breaches or failures and their consequences.
−Removed: As data security-related threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
+Added: As data security-related threats continue to evolve, we may be required to expend significant
+Added: additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
In addition, our remediation efforts may not be successful.
33 unchanged sentences
Various federal, state and, in some instances, local, laws also prohibit unfair, deceptive and abusive marketing and sales practices.
−Removed: We have adopted appropriate policies and procedures to address these requirements (such as appropriate consumer
−Removed: disclosures and call scripting, call monitoring and other quality assurance and compliance measures), but it is not possible to ensure that all employees comply with our policies and procedures at all times.
+Added: We have adopted appropriate policies and procedures to address these requirements (such as appropriate consumer disclosures and call scripting, call monitoring and other quality assurance and compliance measures), but it is not possible to ensure that all employees comply with our policies and procedures at all times.
Regulatory authorities and private plaintiffs may allege that we failed to comply with applicable laws, rules and regulations where we believe we have complied.
16 unchanged sentences
These laws, regulations and standards may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material and adverse impact on our business, financial condition and results of operations.
−Removed: The regulatory framework for data privacy and security worldwide is continuously evolving and developing and, as a result, interpretation and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.
+Added: The regulatory framework for data privacy and
+Added: security worldwide is continuously evolving and developing and, as a result, interpretation and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.
In the United States, various federal and state regulators, including governmental agencies, like the CFPB and FTC, have adopted, or are considering adopting, laws and regulations concerning personal information and data privacy and security.
5 unchanged sentences
For example, the California Consumer Privacy Act (the “CCPA”), as amended by the California Privacy Rights Act ("CPRA"), requires covered companies to, among other things, provide certain disclosures to California residents and provide such residents with certain data protection and privacy rights, including the ability to opt-out of certain sales of personal information.
−Removed: The CCPA provides for civil penalties for violations, as
−Removed: well as a private right of action for certain data breaches that result in the loss of certain personal information.
+Added: The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of certain personal information.
This private right of action may increase the likelihood of, and risks associated with, data breach litigation.
−Removed: The CCPA and the CPRA contain several exemptions, including a provision to the effect that the CCPA and CPRA do not apply where the personal information is collected, processed, sold or disclosed pursuant to the GLBA.
−Removed: It is possible that further amendments to the CCPA and the CPRA will be enacted, but even in their current forms it remains unclear how various provisions of the CCPA and CPRA will be interpreted and enforced.
+Added: The CCPA contains several exemptions, including a provision to the effect that the CCPA does not apply where the personal information is collected, processed, sold or disclosed pursuant to the GLBA.
+Added: It is possible that further amendments to the CCPA will be enacted, but even in their current forms it remains unclear how various provisions of the CCPA will be interpreted and enforced.
Numerous other states also have enacted or are in the process of enacting state-level data privacy and security laws and regulations and there is discussion in Congress of a new federal data protection and privacy law to which we may become subject if it is enacted.
22 unchanged sentences
Any failure or perceived failure by us or our Network Partners or external service providers to comply with our posted privacy policies or with any applicable federal, state or foreign laws, regulations, standards, certifications or orders relating to data privacy or security or consumer protection, or any compromise of security that results in the theft, unauthorized access, acquisition, use, disclosure, or misappropriation of personal information or other user data, could result in fines or proceedings or litigation by governmental agencies or consumers, including class action privacy litigation in certain jurisdictions, which would subject us to significant awards, penalties or judgments, one or all of which could materially and adversely affect our business, financial condition and results of operations.
−Removed: In addition, if our practices are not consistent, or viewed as not
−Removed: consistent, with legal and regulatory requirements, including changes in laws, regulations and standards or new interpretations or applications of existing laws, regulations and standards, we may also become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, or severe criminal or civil sanctions, all of which may affect our financial condition, operating results and our reputation.
+Added: In addition, if our practices are not consistent, or viewed as not consistent, with legal and regulatory requirements, including changes in laws, regulations and standards or new interpretations or applications of existing laws, regulations and standards, we may also become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, or severe criminal or civil sanctions, all of which may affect our financial condition, operating results and our reputation.
Failure to obtain proper business licenses or other documentation or to otherwise comply with local laws and requirements regarding marketing, sales or services, may result in civil or criminal penalties and restrictions on our ability to conduct business in that jurisdiction.
29 unchanged sentences
Our success depends, in part, on our ability to develop and commercialize our products and services without infringing, misappropriating or otherwise violating the intellectual property rights of third parties.
−Removed: However, we may not be aware or we may disagree that our products or services
−Removed: are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation.
+Added: However, we may not be aware or we may disagree that our products or services are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation.
Lawsuits are often time-consuming and expensive to resolve and they may divert management’s time and attention.
19 unchanged sentences
However, the steps we take to obtain, maintain, enforce and protect our intellectual property and similar proprietary rights may be inadequate.
−Removed: We may not be able to protect our intellectual property and similar proprietary rights if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property or similar proprietary rights.
+Added: We may not be able to protect our intellectual property and similar proprietary rights if we are unable to enforce our rights or if
+Added: we do not detect unauthorized use of our intellectual property or similar proprietary rights.
If we fail to protect our intellectual property and similar proprietary rights adequately, third parties, including our competitors, may gain access to our intellectual property and proprietary technology and develop and commercialize substantially identical products, services or technologies, which would harm our business, financial condition and results of operations.
7 unchanged sentences
We generally consider the protection of our trademarks to be important for purposes of brand maintenance and reputation.
−Removed: While we strive to protect our trademarks, service marks and domain names, effective trademark protection may not
−Removed: be available and contractual disputes may affect the use of marks governed by private contract.
+Added: While we strive to protect our trademarks, service marks and domain names, effective trademark protection may not be available and contractual disputes may affect the use of marks governed by private contract.
Similarly, not every variation of a domain name may be available or be registered, even if available.
20 unchanged sentences
We cannot ensure that all persons and entities contributing to our intellectual property have validly assigned to us all applicable intellectual property rights they may have or that we will be able to enforce our rights under any such agreements.
−Removed: Moreover, we cannot guarantee that we have entered into confidentiality agreements with each party that has or may have had access to our confidential or proprietary information, know-how and trade secrets, or that any such confidentiality agreements will be effective in controlling access to, and distribution, use, misuse, misappropriation, reverse engineering or disclosure of, our confidential or proprietary information, know-how and trade secrets.
+Added: Moreover, we cannot guarantee that we have entered into confidentiality agreements with each party that has or may have had access to our confidential or proprietary information, know-how and trade secrets, or that any such confidentiality agreements
+Added: will be effective in controlling access to, and distribution, use, misuse, misappropriation, reverse engineering or disclosure of, our confidential or proprietary information, know-how and trade secrets.
These agreements may be breached and we may not have adequate remedies for any such breach.
21 unchanged sentences
Not correctly designing controls nor fully recognizing, understanding or testing the state of, or changes in, our internal control environment could also adversely affect the results of management evaluations and independent registered public accounting firm audits of our internal control over financial reporting, about which we are required to include in our periodic reports filed with the SEC.
−Removed: Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock.
+Added: Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our
+Added: common stock.
In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the Nasdaq stock market in the future.
6 unchanged sentences
There can be no assurance that the Internet’s infrastructure will continue to be able to support the demands placed on it by sustained growth in the number of users and amount of traffic.
−Removed: To the extent that the Internet’s infrastructure is unable to support the demands placed on it, our business may
+Added: To the extent that the Internet’s infrastructure is unable to support the demands placed on it, our business may be impacted.
We may also be disadvantaged by the adverse effect of any delays or cancellations of private sector or government initiatives designed to expand broadband access.
35 unchanged sentences
• threatened or actual ligation;
−Removed: • loss of key employees;
• changes in general economic or market conditions.
9 unchanged sentences
One holder of our common stock owns a substantial portion of our outstanding common stock, which concentrates voting control and limits your ability to influence corporate matters.
−Removed: As of February 28, 2024, Douglas Lebda, our Chairman and Chief Executive Officer, beneficially owned approximately 21% of our outstanding common stock.
+Added: As of March 6, 2025, Douglas Lebda, our Chairman and Chief Executive Officer, beneficially owned approximately 21% of our outstanding common stock.
Additionally, Mr.
−Removed: Lebda holds options to purchase up to 426,392 shares of our common stock that are not included in beneficial ownership because Mr.
−Removed: Lebda does not have the right to acquire them within 60 days of February 28, 2024.
−Removed: If these options were exercisable, they would represent additional beneficial ownership of approximately 2% of our outstanding common stock.
+Added: Lebda holds restricted stock unit awards representing 53,334 shares and options to purchase up to 284,261 shares of our common stock that are not included in beneficial ownership because Mr.
+Added: Lebda does not have the right to acquire them within 60 days of March 6, 2025.
+Added: If these restricted stock units were to settle and these options were exercisable, they would represent additional beneficial ownership of approximately 2% of our outstanding common stock.
Therefore, for the foreseeable future, Mr.
29 unchanged sentences
We have no current intention to declare or pay cash dividends on our common stock in the foreseeable future.
−Removed: In addition, the Credit Facility contains certain restrictions on our ability to pay dividends.
+Added: In addition, the Credit Facility and the 2024 Term Loan contain certain restrictions on our ability to pay dividends.
See Note 14—Debt, in the notes to the consolidated financial statements included elsewhere in this Annual Report.
15 unchanged sentences
If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.
−Removed: In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the respective Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash or to repurchase the Notes upon a fundamental change and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Notes.
1 unchanged sentence
We may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Notes surrendered therefore, or pay cash with respect to Notes being converted if we elect not to issue shares, which could harm our reputation and affect the trading price of our common stock.
−Removed: We may not have the ability to pay off the Notes with our current cash and future cash flow, combined with our borrowing capacity under our current Credit Facility, or raise the funds necessary to pay off the Notes upon their maturity in July 2025.
+Added: We may not have the ability to pay off the Notes with our current cash and future cash flow, combined with our borrowing capacity under our current Credit Facility and 2024 Term Loan, or raise the funds necessary to pay off the Notes upon their maturity in July 2025.
Our Notes mature on July 15, 2025, unless earlier repurchased, redeemed or converted.
As of December 31, 2024, $115 million of the Notes were outstanding.
−Removed: We may not have enough available cash or availability under our Credit Facility or be able to obtain financing at the time the Notes mature, which could harm our reputation and affect the trading price of our common stock.
+Added: We may not have enough available cash or availability under our Credit Facility or 2024 Term Loan or be able to obtain financing at the time the Notes mature, which could harm our reputation and affect the trading price of our common stock.
Additional funding may not be available to us on acceptable terms or at all.
13 unchanged sentences
We may try to raise additional funds through public or private financings, strategic relationships or other arrangements.
−Removed: Although our existing Credit Facility limits our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and may be amended with the consent of our lenders.
+Added: Although our existing Credit Facility and 2024 Term Loan limit our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and may be amended with the consent of our lenders.
Accordingly, under certain circumstances, we may incur substantial additional debt.
7 unchanged sentences
We cannot guarantee that our stock repurchase program will be fully consummated or that it will enhance long-term stockholder value .
−Removed: Although in each of February 2018 and February 2019, our board of directors authorized us to repurchase of up to $100.0 million and $150.0 million shares of our common stock, respectively, we cannot guarantee that the stock repurchase program will be fully consummated or that it will enhance long-term stockholder value.
−Removed: Our ability to repurchase stock is limited by our Credit Facility.
+Added: Although we have a plan authorized for the repurchase of our common stock, we cannot guarantee that the stock repurchase program will be fully consummated or that it will enhance long-term stockholder value.
+Added: Our ability to repurchase stock is limited by our Credit Facility and 2024 Term Loan.
The program could affect the trading price of our stock and increase volatility, and any announcement of a termination or change of this program may result in a decrease in the trading price of our stock.
In addition, any purchases made under this program may diminish our cash reserves.
−Removed: There were no repurchases during the year ended December 31, 2023.
−Removed: During the years ended December 31, 2022 and 2021, we purchased 379,895 and 334,253 shares of our common stock, respectively, for $43.0 million and $40.0 million, respectively.
+Added: There were no repurchases during the years ended December 31, 2024 and 2023.
+Added: During the year ended December 31, 2022 we purchased 379,895 shares of our common stock for $43.0 million.
At December 31, 2024, $96.7 million remains authorized for share repurchase.
2 unchanged sentences
Under accounting principles generally accepted in the United States of America (“GAAP”), we review the carrying value of goodwill and indefinite-lived intangible assets on an annual basis as of October 1, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.
−Removed: Factors that may be considered a change in circumstances, indicating that the carrying value of our goodwill or indefinite-lived intangible assets may not be recoverable, include a decline in stock price and market capitalization, reduced future cash flow estimates and slower growth rates in our industry or our customers’ industries.
+Added: Factors that may be considered a change in circumstances, indicating that the carrying value of our goodwill or indefinite-lived intangible assets may not be recoverable, include a decline in stock price and market capitalization, reduced future cash flow
+Added: estimates and slower growth rates in our industry or our customers’ industries.
We may be required to record a significant charge in our consolidated financial statements during a period in which any impairment of our goodwill or indefinite-lived intangible assets is determined, negatively impacting our results of operations.
6 unchanged sentences
Any residual purchase price is recorded as goodwill.
−Removed: estimate the fair value of any contingent consideration.
+Added: We also estimate the fair value of any contingent consideration.
Our estimates of fair value are based upon assumptions believed to be reasonable but which are uncertain and involve significant judgments by management.
14 unchanged sentences
These quarterly adjustments could have a material adverse effect on our results of operations.
−Removed: During 2021, we incurred $8.2 million of contingent consideration income due to the change in estimated fair value of the earnout payments.
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.