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Global economic and business activities continue to face widespread macroeconomic uncertainties, including market volatility, changes in international economic and trade relations, supply chain disruptions, changes in the labor market, elevated interest rates and potential increases in inflation, foreign currency exchange rate fluctuations and recession risks, which may continue for an extended period.
−Removed: Additionally, the instability in the political environment in many parts of the world, including in the United States, and changes and uncertainty with respect to trade policies, actual or threatened tariffs, treaties, government regulations, executive orders, directives and enforcement priorities could have an adverse effect on the global economy and/or our business.
+Added: Additionally, the instability in the political environment in many parts of the world, including in the United States, and changes and uncertainty with respect to trade policies, actual or threatened tariffs, treaties, government regulations, executive orders, directives and enforcement priorities, as well as the extended U.S.
+Added: federal government shutdown, could have an adverse effect on the global economy and/or our business.
Given that a majority of our revenue is usage-based and therefore impacted by general consumer sentiment and activity, our business may be more immediately and severely impacted by adverse macroeconomic conditions than those that rely primarily on subscription revenue.
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Customers may terminate or reduce their use of our products, or we may fail to attract new customers, for any number of reasons, including dissatisfaction with our products or with the value proposition of our products, our inability to meet their needs and expectations, our failure to maintain performance, reliability, security, integrity or availability of our products and infrastructure to the satisfaction of our customers, or customers’ use of competitors’ products.
−Removed: For example, prior instances of disruptions in our cloud communications platform have impacted our customers’ ability to use products on our platform for up to several hours at a time.
−Removed: Issues with our products have had, and in the future may have, an adverse impact on customer satisfaction and our ability to retain or attract customers and have caused, and may in the future cause, us to incur certain costs associated with offering credits to our affected customers.
+Added: For example, prior instances of disruptions in our networks or systems, or those of our third-party service providers, have impacted our customers’ ability to use products on our platform for up to several hours at a time.
+Added: Such issues have had, and in the future may have, an adverse impact on customer satisfaction and our ability to retain or attract customers and have caused, and may in the future cause, us to incur certain costs associated with offering credits to our affected customers.
Additionally, we believe our ability to provide customers with high-quality, effective customer support services is a crucial component of maintaining customer satisfaction, generating increased customer usage of our products and ultimately retaining customers.
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Such changes may not lead to wider adoption of our products or to the cost-effective acquisition of additional customers or increased revenue from existing customers as quickly or to the extent we expect, or at all, and have resulted, and may in the future result, in a reduction of productivity, which could negatively impact our growth rate and results of operations.
−Removed: For example, in recent years, we have reduced the size of our sales force to drive further efficiencies in our sales operations and are continuing to improve and rely more heavily on our use of self-service capabilities to drive sales of our products to customers that do not require direct account coverage.
+Added: For example, in recent years, we have reduced the size of our sales
+Added: force to drive further efficiencies in our sales operations and are continuing to improve and rely more heavily on our use of self-service capabilities to drive sales of our products to customers that do not require direct account coverage.
We are also introducing AI and automation in our self-service platform aimed at improving sales and customer support.
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Anticipating these factors requires that we allocate significant resources without any guarantee that our investments of these resources will result in increased adoption of our products by current and prospective customers.
−Removed: For example, we have committed, and expect to continue to commit, significant resources towards developing new products and enhancements by combining our communications products with contextual data and AI in order to address evolving customer needs and expectations.
−Removed: The success of any enhancements or new products depends on several factors, including timely completion, adequate quality testing, actual performance quality, market-accepted pricing levels, customer value and the ability to provide rapid time-to-value for our customers, and the emergence of competing products and services that may be delivered at lower prices, more efficiently,
−Removed: conveniently or securely, or render our products obsolete.
+Added: For example, we have committed, and expect to continue to commit, significant resources towards developing new products and enhancements by combining our communications products with contextual data and AI.
+Added: The success of any enhancements or new products depends on several factors, including timely completion, adequate quality testing, actual performance quality, market-accepted pricing levels, customer value and the ability to provide rapid time-to-value for our customers, and the emergence of competing products and services that may be delivered at lower prices, more efficiently, conveniently or securely, or render our products obsolete.
For example, if user authentication practices evolve to reduce or eliminate the use of one-time passwords, our revenue could be adversely affected.
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If we are unable to maintain the integrations between our products and such third-party products, our ability to meet the needs and expectations of our customers could be adversely affected, which could adversely affect our business.
−Removed: Our platform must integrate with and leverage a variety of infrastructure, network, hardware, mobile and software platforms and technologies, and we need to continuously modify and enhance our products and platform to adapt to changes and innovation in these technologies.
−Removed: For example, last year we launched a new channel using Rich Communication Services (“RCS”) and we are working on a channel for Apple Messages for Business.
−Removed: We are also focused on Segment’s interoperability across the data ecosystem.
+Added: Our platform must integrate with and leverage a variety of infrastructure, network, hardware, mobile and software platforms and technologies, and we need to continuously modify and enhance our products and platform to adapt to new integrations and changes and innovation in integrated technologies which may present significant complexity, obstacles or other adverse impacts on our products or our business.
+Added: For example, last year we launched a new channel using Rich Communication Services (“RCS”) and
+Added: we are working on a channel for Apple Messages for Business.
+Added: We are also focused on the interoperability of our products across the data ecosystem.
Third-party platforms may also implement changes to their policies or practices regarding privacy or other matters that may adversely impact us or our customers.
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As we expand the scope of our products, we may face additional competition and, in some cases, may find our products in competition with those of our customers, which could cause them to replace our products with competitive offerings.
−Removed: If one or more of our competitors were to merge or partner with another of our competitors or our suppliers, the change in the competitive landscape could also adversely affect our ability to compete effectively.
+Added: If one or more of our competitors were to merge or partner with another of our competitors or our suppliers, the change in the
+Added: competitive landscape could also adversely affect our ability to compete effectively.
For example, certain of our competitors have engaged in acquisition activity, and we expect that our competitors will continue to evaluate the acquisition of companies and technologies that could increase competition with our products in the future.
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We have a history of losses and may not achieve or sustain profitability in the future.
−Removed: While we achieved net income of $42.4 million in the six months ended June 30, 2025, we have incurred net losses in each preceding year since our inception, including net losses of $109.4 million and $1.0 billion in the years ended December 31, 2024 and 2023, respectively.
+Added: While we achieved net income of $79.7 million in the nine months ended September 30, 2025, we have incurred net losses in each preceding year since our inception, including net losses of $109.4 million and $1.0 billion in the years ended December 31, 2024 and 2023, respectively.
In addition, while we have experienced revenue growth in prior periods, it is not indicative of future revenue growth, and our revenue and revenue growth for any quarterly or annual period should not be relied upon as an indication of our future revenue or revenue growth for any future period.
−Removed: If we are unable to generate and sustain increased revenue levels and manage our operating expenses, we may not achieve and sustain profitability and, even if we do, we may not be able increase our level of profitability or achieve our stated profitability goals.
+Added: If we are unable to generate and sustain increased revenue levels and manage our operating expenses, we may not achieve and sustain profitability and, even if we do, we may not be able to increase our level of profitability or achieve our stated profitability goals.
As we implement additional initiatives to increase revenue, our operating expenses may continue to rise over the long term, potentially including, among other things:
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Our international operations expose us to risks inherent in global operations.
−Removed: In the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we derived 36%, 35% and 34% of our revenue from customer accounts located outside the United States, respectively.
+Added: In the nine months ended September 30, 2025 and the years ended December 31, 2024 and 2023, we derived 36%, 35% and 34% of our revenue from customer accounts located outside the United States, respectively.
The future success of our business will depend, in part, on our ability to strategically maintain and expand our customer base worldwide.
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From time to time, we may also divest or stop investing in certain businesses or products.
−Removed: For example, in 2023 we divested our Internet of Things and ValueFirst businesses, and in 2024 we wound down the software component of our Zipwhip business.
The sale of a business or product has in the past and may in the future require us to restructure operations and/or terminate employees and could expose us to unanticipated ongoing obligations and liabilities, including as a result of our indemnification obligations.
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We depend upon our IT systems to conduct virtually all of our business operations, ranging from our internal operations and research and development activities to our marketing and sales efforts and communications with our customers and business partners.
−Removed: We have in the past and will in the future be subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), personnel or service provider misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss or unavailability of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, natural disasters, and other similar threats.
+Added: We have in the past and will in the future be subject to a variety of evolving threats, including but not limited to social-engineering attacks (such as phishing), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), attacks facilitated or enhanced by AI, denial-of-service attacks (such as credential stuffing), personnel or service provider misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss or unavailability of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, natural disasters, and other similar threats.
Individuals or entities have in the past attempted and will in the future attempt to penetrate the security of our platform, or of our network or systems, and to cause harm to our business operations, including by misappropriating our proprietary information or that of our customers, employees and business partners or to cause interruptions of our products and platform.
In particular, cyberattacks and other malicious internet-based activity continue to increase in frequency and magnitude, and cloud-based companies have been targeted in the past.
−Removed: We face various threats from traditional computer hackers, sophisticated organized crime, nation-state and nation-state supported actors, malicious code, software vulnerabilities, supply chain attacks and vulnerabilities through our third-party partners, employee theft or misuse, attempts to bribe, extort, or compromise our employees or infiltrate our workforce, password spraying, phishing, smishing, vishing, credential stuffing, denial-of-service attacks, and advanced persistent threat intrusions, which threaten our systems (including those hosted on cloud services), internal networks, our customers’ systems, our service providers’ networks, and the information that they store and process.
+Added: We face various threats from traditional computer hackers, sophisticated organized crime, nation-state and nation-state supported actors, malicious code, software vulnerabilities, supply chain attacks and vulnerabilities through our third-party partners, fraud, employee theft or misuse, attempts to bribe, extort, or compromise our employees or infiltrate our workforce, password spraying, deep fakes, phishing, smishing, vishing, credential stuffing, denial-of-service attacks, and advanced persistent threat intrusions, which threaten our systems (including those hosted on cloud services), internal networks, our customers’ systems, our service providers’ networks, and the information that they store and process.
Ransomware and cyber extortion attacks, including those perpetrated by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations, loss of data and income, reputational harm, and diversion of funds.
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We also have deployed, and continue to develop and incorporate, AI solutions and features into our platform and our business, which may result in security incidents or otherwise increase cybersecurity risks.
−Removed: Further, AI technologies may be used in connection with certain cybersecurity attacks, resulting in heightened risks of security breaches and incidents.
−Removed: Any security incidents, including internal malfeasance or inadvertent disclosures by our employees or a third-party’s fraudulent inducement of our employees to disclose information, unauthorized access or usage, the introduction of viruses or other malicious code or any other breach or incident or disruption of our platform, systems, or networks or those of our service providers, could result in loss, corruption, unavailability, or other
−Removed: unauthorized processing of confidential information, and any such event, or the perception that it has occurred, may result in damage to our reputation, erosion of customer trust, loss of customers, litigation, regulatory investigations, fines, penalties and other liabilities.
+Added: Any security incidents, including internal malfeasance or inadvertent disclosures by our employees or a third-party’s fraudulent inducement of our employees to disclose information, unauthorized access or usage, the introduction of viruses or other malicious code or any other breach or incident or disruption of our platform, systems, or networks or those of our service providers, could result in loss, corruption, unavailability, or other unauthorized processing of confidential information and sensitive personal information, and any such event, or the perception that it has occurred, may result in damage to our reputation, erosion of customer trust, loss of customers, litigation, regulatory investigations, fines, penalties and other
For example, in June and August 2022, we became aware that threat actors had conducted sophisticated social engineering campaigns against some of our employees after having obtained employee names and mobile phone numbers from unknown sources.
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Industry reports indicate that the threat actors also attacked other technology, telecommunication and cryptocurrency companies.
−Removed: We also rely on various third-party service providers to operate our platform and deliver our products, including network service providers, internet service providers, telecommunications carriers, and providers of cloud infrastructure and cloud communications, as well as third-party technology and intellectual property.
+Added: We also rely on various third-party service providers for business operations, to operate our platform and deliver our products, including network service providers, internet service providers, telecommunications carriers, and providers of cloud infrastructure and cloud communications, as well as third-party technology and intellectual property.
Our service providers (or their sub-service providers) have in the past experienced, and may in the future experience, security breaches and incidents, including unauthorized access or inadvertent disclosures, that have exposed and may expose or make available to threat actors our data or that of our customers.
−Removed: Even when our systems are not compromised, if our service providers experience breaches or incidents that impact our data or our customers’ data, then our reputation, customer trust, business, results of operations and financial condition could be adversely affected.
+Added: Even when our systems are not compromised, if our service providers experience breaches or incidents that impact our data or our customers’ data, or result in interruptions, delays or outages in service and availability, then our reputation, customer trust, business, results of operations and financial condition could be adversely affected.
Furthermore, we are required to comply with laws and regulations that require us to maintain security measures designed to protect personal information and we may have contractual and other obligations to notify customers, regulators, government agencies, impacted individuals or other relevant stakeholders of security breaches.
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These laws and regulations are expanding globally, evolving, and being tested in courts, may result in increasing regulatory and public scrutiny of our practices relating to personal information and may increase our exposure to regulatory enforcement action, sanctions and litigation.
−Removed: The breadth and depth of changes in data protection obligations has required significant time and resources, including a review of our technology and systems against the requirements of the GDPR.
+Added: The breadth and depth of ongoing changes in data protection obligations will continue to require significant time and resources, including to review our technology, systems and processes against legal and regulatory requirements.
In the United States, the CCPA (as amended by the California Privacy Rights Act of 2020) imposes obligations on businesses to which it applies.
These obligations include, but are not limited to, providing specific disclosures in privacy notices and affording California residents (both consumers and employees) certain rights related to their personal information.
−Removed: The CCPA allows for statutory fines for noncompliance.
+Added: CCPA allows for statutory fines for noncompliance.
Numerous other states have enacted or are considering laws and regulations addressing privacy and cybersecurity, such as Washington’s My Health, My Data Act, which includes a private right of action, and laws in several states relating to the provision of individual home address or telephone directory information.
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Our actual or perceived failure to comply with laws, regulations, contractual commitments, or other actual or asserted obligations, including certain industry standards, regarding privacy, data protection and cybersecurity could lead to costly legal action, adverse publicity, significant liability, inability to process data, and decreased demand for our services, which could adversely affect our business, results of operations and financial condition.
−Removed: As a cumulative example of these risks, because our primary data processing facilities are in the United States, we have experienced hesitancy, reluctance, or refusal by European or multinational customers to continue to use our services due to potential risks arising from the Court of Justice’s July 2020 ruling in the “Schrems II” case, as well as related guidance from regulators and enforcement action against Meta by the Irish Data Protection Commission.
+Added: As a cumulative example of these risks, because our primary data processing facilities are in the United States, we have experienced hesitancy, reluctance, or refusal by European or multinational customers to continue to use our services due to potential risks arising from the Court of Justice’s July 2020 ruling in the “Schrems II” case, as well as related guidance from
+Added: regulators and enforcement action against Meta by the Irish Data Protection Commission.
For example, absent appropriate safeguards or other circumstances, the GDPR and laws in Switzerland and the UK generally restrict the transfer of personal information to many outside jurisdictions, such as the United States.
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We may be required to spend significant resources to monitor, enforce, maintain, and protect our intellectual property and proprietary rights.
−Removed: Litigation brought to protect and enforce our intellectual property or proprietary rights could be costly, time-consuming and distracting to management, result in a diversion of significant resources, or the narrowing or invalidation
−Removed: of portions of our intellectual property.
+Added: Litigation brought to protect and enforce our intellectual property or proprietary rights could be costly, time-consuming and distracting to management, result in a diversion of significant resources, or the narrowing or invalidation of portions of our intellectual property.
Our efforts to enforce our intellectual property or proprietary rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of such rights.
−Removed: Our failure to meaningfully protect our intellectual property and proprietary rights, could have an adverse effect on our business, results of operations and financial condition.
+Added: Our failure to meaningfully
+Added: protect our intellectual property and proprietary rights, could have an adverse effect on our business, results of operations and financial condition.
We have been sued and may, in the future, be sued by third parties for alleged infringement of their intellectual or other proprietary rights, which could adversely affect our business, results of operations and financial condition.
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We rely on technology and intellectual property of third parties, the loss of which could limit the functionality of our products and disrupt our business.
−Removed: We use technology and intellectual property licensed from third parties in certain of our products and our platform, and we expect to license additional third-party technology and intellectual property in the future.
+Added: We use technology and intellectual property licensed from third parties in certain of our products and our platform, and for business operations, and we expect to license additional third-party technology and intellectual property in the future.
Licensed technology and intellectual property may not continue to be available on commercially reasonable terms, or at all.
−Removed: The loss of the right to license and distribute third-party technology could limit the functionality of our products or platform and could require us to redesign our products or platform.
−Removed: In addition, if the third-party technology and intellectual property we use has errors, service outages, security vulnerabilities, or otherwise malfunctions, the functionality of our products and platform may be negatively impacted, our customers may experience outages or reduced service levels, and our business may be adversely affected.
+Added: loss of the right to license and distribute third-party technology could limit the functionality of our products or platform and could require us to redesign our products or platform.
+Added: In addition, if the third-party technology and intellectual property we use has errors, service outages, security vulnerabilities, or otherwise malfunctions, our business operations or the functionality of our products and platform may be negatively impacted, our customers may experience outages or reduced service levels, and our business may be adversely affected.
For example, we outsource a substantial majority of our cloud infrastructure to Amazon Web Services (“AWS”), which hosts our products and platform.
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The use of AI technologies in our platform and our business may not produce the desired benefits, and may result in increased liability, reputational harm, or other adverse consequences.
−Removed: We have deployed, and continue to develop and incorporate, AI solutions and features into our platform and our business, and these solutions and features may become more important to our operations or to our future growth over time.
+Added: We have deployed, and continue to develop and incorporate, AI solutions and features into our platform and our business, and these solutions and features may become more important to our operations, future growth or competitiveness over time.
We expect to rely on AI solutions and features to help drive future growth and efficiency in our business, but there can be no assurance that we will realize the desired or anticipated benefits from AI in a timely or cost-effective manner.
−Removed: For example, we are focused on continued product innovations to combine our communications products with contextual data and AI to address evolving customer needs and expectations.
+Added: For example, we are focused on continued product innovations to combine our communications products with contextual data and AI.
We are also building out new AI capabilities internally, including AI automation and agents in our self-service platform and in our internal operations.
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Our competitors or other third parties may incorporate AI into their products, offerings, and solutions more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.
−Removed: Our ability to effectively implement and market our AI solutions and features will depend, in part, on our
−Removed: ability to attract and retain employees with AI expertise, and we expect significant competition for professionals with the skills and technical knowledge that we will require.
+Added: Our ability to effectively implement and market our AI solutions and features will depend, in part, on our ability to attract and retain employees with AI expertise, and we expect significant competition for professionals with the skills and technical knowledge that we will require.
Additionally, our offerings based on AI may expose us to additional claims, demands and proceedings by private parties and regulatory authorities and subject us to legal liability as well as brand and reputational harm.
−Removed: For example, our business, financial condition and results of operations may be adversely affected if content or recommendations that AI solutions or features assist in producing are or are alleged to be deficient, inaccurate, harmful, or biased, or if such content, recommendations, solutions, or features or their development or deployment (including the collection, use, or other processing of data used to train or create such AI solutions or features) are found to have or alleged to have infringed upon or misappropriated third-party intellectual property rights or violated applicable laws, regulations, or other actual or asserted legal or contractual obligations to which we are or may become subject.
+Added: For example, our business, financial condition and results of operations may be adversely affected if content or recommendations that AI solutions or features assist in producing are or are alleged to be deficient, inaccurate, harmful, or biased, or if such content,
+Added: recommendations, solutions, or features or their development or deployment (including the collection, use, or other processing of data used to train or create such AI solutions or features) are found to have or alleged to have infringed upon or misappropriated third-party intellectual property rights or violated applicable laws, regulations, or other actual or asserted legal or contractual obligations to which we are or may become subject.
If we fail to obtain any required permissions to collect, use, or otherwise process data, including personal information, in relation to AI solutions or features, or if we jeopardize the privacy or security of such information, it could adversely affect our business, results of operations and financial condition.
The legal, regulatory, and policy environments around AI are evolving rapidly, and we may become subject to new and evolving legal and other obligations.
−Removed: These and other developments may require us to make significant changes to our use of AI, including by limiting or restricting our use of AI, and which may require us to make significant changes to our policies and practices, which may necessitate expenditure of significant time, expense, and other resources.
+Added: These and other developments may require us to make significant changes to our use of AI, including by limiting or restricting our use of AI, require us to make significant changes to our policies and practices, and necessitate expenditure of significant time, expense, and other resources.
AI also presents emerging ethical issues, and if our use of AI becomes controversial, we may experience brand or reputational harm.
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Certain of our products are subject to telecommunications-related regulations, and future legislative or regulatory actions could adversely affect our business, results of operations and financial condition.
−Removed: As a provider of communications products and a licensed telecommunications provider, we are subject to existing or potential FCC and state regulations relating to privacy, telecommunications, consumer protection and other requirements.
−Removed: If we do not comply with FCC rules and regulations, or other communications laws and regulations, we could be subject to enforcement actions, fines, loss of licenses and possibly restrictions on our ability to operate or offer certain of our products.
+Added: As a provider of communications products and a licensed telecommunications provider, we are subject to evolving federal, state and international regulations relating to privacy, telecommunications, consumer protection and other requirements.
+Added: If we do not comply with such requirements, we could be subject to enforcement actions, fines, loss of licenses and possibly restrictions on our ability to operate or offer certain of our products.
Any enforcement action by the FCC or another regulatory authority, which may be a public process, would hurt our reputation in the industry, could erode customer trust, possibly impair our ability to sell our VoIP, other telecommunications products and/or other services to customers and could adversely affect our business, results of operations and financial condition.
−Removed: Certain of our products are subject to a number of regulations and laws that are administered by the FCC.
+Added: Certain of our products are subject to a number of regulations and laws that are administered by the FCC and other federal authorities.
Among others, we must comply (in whole or in part) with:
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In addition, Congress and the FCC continue to focus on mitigating the prevalence of robocalls and robotexts, including by requiring providers to implement call authentication technologies such as Signature-based Handling of Asserted Information Using toKENs and Secure Telephone Identity Revisited, which together establish a set of technical standards and protocols that allow for the authentication and verification of caller ID information, adopting stricter Robocall Mitigation Database (“RMD”) filing requirements and increasing the base forfeiture amount for submitting false or inaccurate statements to the RMD.
−Removed: Combating illegal calls is one of the FCC’s top consumer protection priorities, and the FCC continues to take steps to
−Removed: strengthen, expand and enforce its rules against the origination and carrying of illegal robocalls and robotexts.
+Added: Combating illegal calls is one of the FCC’s top consumer protection priorities, and the FCC continues to take steps to strengthen, expand and enforce its rules against the origination and carrying of illegal robocalls and robotexts.
We cannot predict whether the FCC will require more or different robocall and robotext mitigation measures than those we have or are planning to implement.
New regulations or requirements that restrict the types of customers allowed to use our platform or impose overly burdensome requirements for our customers could limit the customers that we are able to serve.
−Removed: In addition, the extension of telecommunications regulations to our non-interconnected VoIP services could result in additional federal and state regulatory obligations and taxes.
−Removed: Additionally, some states have adopted, proposed or may propose, regulations that may subject us to additional registration, reporting, resiliency and/or compliance obligations.
−Removed: If we become subject to several new and/or different interconnected and/or non-interconnected VoIP regulations at the state level, it would increase our compliance costs and the risk of enforcement action against us, which in turn could adversely affect our business, results of operations and financial condition.
+Added: In addition, the
+Added: extension of telecommunications regulations to our non-interconnected VoIP services or messaging products could result in additional federal and state regulatory obligations and taxes.
+Added: Additionally, some states have adopted, proposed or may propose, regulations that may subject us to additional registration, reporting, resiliency and/or compliance obligations, including laws similar to the TCPA.
+Added: New and/or different state-level regulations increase our compliance costs and the risk of enforcement action against us, which in turn could adversely affect our business, results of operations and financial condition.
Internationally, we currently offer our products in more than 180 countries and territories and continue to expand.
−Removed: When we enter new countries and as our presence and market share in such countries grow, our regulatory obligations and scrutiny increase, which increases our compliance costs and could impact our products and platform, create operational challenges, or prevent us from offering or providing our products in certain countries.
+Added: When we enter new countries and as our presence and market share in such countries grow, our potential regulatory and licensing obligations and scrutiny increase, which increases our compliance costs and could impact our products and platform, create operational challenges, or prevent us from offering or providing our products in certain countries.
Moreover, the regulation of CPaaS companies continues to evolve internationally and many existing regulations may not fully contemplate the CPaaS business model or how it fits into the communications regulatory framework.
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In addition, in order to obtain allocations of, assign and retain Numbering Resources in many international jurisdictions, we are often required to be licensed by local telecommunications regulatory authorities.
−Removed: We have obtained licenses and are in
−Removed: the process of obtaining licenses in various countries in which we do business, but in some countries, the regulatory regime around provisioning of Numbering Resources is unclear, subject to change over time, and sometimes may conflict from jurisdiction to jurisdiction.
−Removed: These regulations and governments’ approach to their enforcement, as well as our products and services, are evolving and we may be unable to maintain compliance with applicable regulations, or enforce compliance by our customers, on a timely basis or without significant cost or changes in products or business practices that result in reduced revenue.
+Added: We have obtained licenses and are in the process of obtaining licenses in various countries in which we do business, but in some countries, the regulatory regime around provisioning of Numbering Resources is unclear, subject to change over time, and sometimes may conflict from jurisdiction to jurisdiction.
+Added: These regulations and governments’ approach to their enforcement, as well as our products and services, are evolving and we may be unable to maintain compliance with applicable regulations, or enforce compliance by our customers, on a timely basis or without significant cost or changes in products or business practices that result in reduced
In some countries where our or our customers’ assignment and/or use of Numbering Resources in certain ways may violate applicable rules and regulations, we have been subjected to government inquiries and audits, and may in the future be subject to significant penalties or further governmental action, and in extreme cases, may be precluded from doing business in that particular country.
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For example, the TCPA restricts telemarketing and the use of automatic SMS text messages without prior express consent.
−Removed: TCPA violations can result in significant financial penalties, as businesses can incur civil or criminal penalties imposed by the FCC, state attorneys general or other state actors or through private litigation.
+Added: TCPA violations can result in significant financial penalties, as businesses can incur civil or criminal penalties imposed by the FCC, FTC, state attorneys general or other state actors or through private litigation.
Regulatory enforcement is often public, which would result in reputational harm.
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Our efforts to defeat spamming attacks, illegal robocalls and other fraudulent activity will not prevent all such attacks and activity.
+Added: These attacks and activity are also being facilitated or enhanced by evolving technologies, including AI.
Such use of our platform could damage our reputation and we could face claims for damages, regulatory enforcement, copyright or trademark infringement, defamation, negligence, or fraud.
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The future success of our business depends upon the continued use of the internet as a primary medium for commerce, communications and business applications.
−Removed: Federal, state or foreign government bodies or agencies have in the past adopted,
−Removed: and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium.
+Added: Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium.
Changes in these laws or regulations could require us to modify our products and platform in order to comply with these changes.
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Court of Appeals for the Sixth Circuit struck down the FCC’s net neutrality rules, and it is unlikely that similar federal rules will be adopted.
−Removed: Without federal net neutrality rules, we cannot predict whether internet access service providers may be able to limit our users’ ability to access our platform or make our platform a less attractive alternative to our competitors’ applications.
+Added: Without federal net neutrality rules, we cannot predict whether internet access service providers may be able to limit our users’ ability to access our platform or make our platform a less attractive
+Added: alternative to our competitors’ applications.
Moreover, several states have enacted or are considering state-level legislation or executive action that would implement certain net neutrality protections.
26 unchanged sentences
Governmental regulation of encryption technology and regulation of exports of encryption products, or our failure to obtain required approval for our products, when applicable, could harm our international sales and adversely affect our revenue.
−Removed: Compliance with applicable regulatory requirements regarding the export of our products and provision of our services, including with respect to new releases of our products and services, may create delays in the introduction of our products and services in international markets, prevent our customers with international
−Removed: operations from deploying our products and using our services throughout their globally-distributed systems or, in some cases, prevent the export of our products or provision of our services to some countries altogether.
+Added: Compliance with applicable regulatory requirements regarding the export of our products and provision of our services, including with respect to new releases of our products and services, may create delays in the introduction of our products and services in international markets, prevent our customers with international operations from deploying our products and using our services throughout their globally-distributed systems or, in some cases, prevent the export of our products or provision of our services to some countries altogether.
We are also subject to U.S.
2 unchanged sentences
We sometimes leverage third parties to sell our products and conduct our business abroad.
−Removed: We, our employees, agents, representatives, business partners and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if we do not explicitly authorize such activities.
+Added: We, our employees, agents, representatives, business partners and third-party intermediaries may have direct or indirect interactions with officials and employees of
+Added: government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if we do not explicitly authorize such activities.
It is possible that our employees, agents, representatives, business partners or third-party intermediaries could fail to comply with our policies and applicable laws and regulations, for which we may ultimately be held responsible.
18 unchanged sentences
A claim brought against us that is uninsured or underinsured could result in unanticipated costs and could seriously harm our business.
−Removed: If we are required to make substantial payments or implement significant changes to our
−Removed: operations as a result of legal proceedings or claims, our business, results of operations and financial condition could be adversely affected.
+Added: If we are required to make substantial payments or implement significant changes to our operations as a result of legal proceedings or claims, our business, results of operations and financial condition could be adversely affected.
Risks Related to Financial and Accounting Matters
3 unchanged sentences
While we have primarily transacted with customers and business partners in U.S.
−Removed: dollars, we have also conducted business in currencies other than the U.S.
+Added: dollars, we have also conducted business in currencies other
+Added: than the U.S.
We expect to expand the number of transactions with customers that are denominated in foreign currencies in the future as we continue to expand our business internationally.
15 unchanged sentences
We have incurred substantial indebtedness that may decrease our business flexibility, access to capital, and/or increase our borrowing costs, and we may still incur substantially more debt, which may adversely affect our operations and financial results.
−Removed: As of June 30, 2025, we had $1.0 billion of indebtedness outstanding (excluding intercompany indebtedness).
+Added: As of September 30, 2025, we had $1.0 billion of indebtedness outstanding (excluding intercompany indebtedness).
Our indebtedness may:
4 unchanged sentences
In addition, the indenture which governs our 3.625% notes due 2029 (the “2029 Notes”) and our 3.875% notes due 2031 (the “2031 Notes,” and together with the 2029 Notes, the “Notes”) contains restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest.
−Removed: Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could permit the trustee, or permit the holders of the Notes to cause the trustee, to declare all or part of the Notes to be immediately due and payable or to exercise any remedies provided to the trustee and/or result in
−Removed: the acceleration of substantially all of our indebtedness.
+Added: Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could permit the trustee, or permit the holders of the Notes to cause the trustee, to declare all or part of the Notes to be immediately due and payable or to exercise any remedies provided to the trustee and/or result in the acceleration of substantially all of our indebtedness.
Any such event would adversely affect our business, results of operations and financial condition.
5 unchanged sentences
In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness and our financial condition.
−Removed: In the absence of such cash flows and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.
+Added: In the absence of such cash flows and resources,
+Added: we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.
We may require additional capital to support our business, and this capital might not be available on acceptable terms, if at all.
24 unchanged sentences
A change in accounting standards or practices may have a significant effect on our results of operations and may even affect our reporting of transactions completed before the change is effective.
−Removed: New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future.
+Added: New accounting pronouncements and varying
+Added: interpretations of accounting pronouncements have occurred and may occur in the future.
Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.
4 unchanged sentences
Goodwill is required to be tested for impairment at least annually.
−Removed: As of June 30, 2025, we carried a net $5.4 billion of goodwill and intangible assets.
+Added: As of September 30, 2025, we carried a net $5.4 billion of goodwill and intangible assets.
An adverse change in market conditions or significant changes in accounting conclusions, particularly if such changes have the effect of changing one of our critical assumptions or estimates, could result in a change to the estimation of fair value that could result in an impairment charge to our goodwill or intangible assets.
9 unchanged sentences
Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods.
−Removed: Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over
−Removed: financial reporting that we are required to include in our periodic reports that will be filed with the SEC.
+Added: Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we are required to include in our periodic reports that will be filed with the SEC.
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, and could have a material and adverse effect on our business, results of operations and financial condition and could cause a decline in the trading price of our common stock.
25 unchanged sentences
Historically, we have not billed or collected taxes in certain jurisdictions and, in accordance with GAAP, we have recorded a provision for our tax exposure in these jurisdictions when it is both probable that a liability has been incurred and the amount of the exposure can be reasonably estimated.
−Removed: We reserved $43.6 million on our June 30, 2025 balance sheet for these tax payments.
+Added: We reserved $43.8 million on our September 30, 2025 balance sheet for these tax payments.
These estimates include several key assumptions, including, but not limited to, the taxability of our products, the jurisdictions in which we believe we have nexus or a permanent establishment, and the sourcing of revenues to those jurisdictions.
In the event these jurisdictions challenge our assumptions and analysis, our actual exposure could differ materially from our current estimates and reserves.
−Removed: If the actual payments we make to any jurisdiction exceed the accrual in our balance
−Removed: sheet, our results of operations would be harmed.
+Added: If the actual payments we make to any jurisdiction exceed the accrual in our balance sheet, our results of operations would be harmed.
In addition, some customers may question the incremental tax charges and seek to negotiate lower pricing from us, which could adversely affect our business, results of operations and financial condition.
20 unchanged sentences
Additionally, new, changed, modified, or newly interpreted or applied tax laws could increase our customers’ and our compliance, operating and other costs, as well as the costs of our products.
−Removed: For example, on August 16, 2022, the Inflation Reduction Act of 2022 was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax on global adjusted financial statement income of corporations with adjusted financial statement income exceeding $1.0 billion, effective for tax years beginning after December 31, 2022, and a 1% excise tax on share repurchases occurring after December 31, 2022, which resulted in an excise tax payable calculated on our 2023 and 2024 share repurchases.
As another example, in 2021, the Organization for Economic Co-operation and Development (the “OECD”) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (the “Framework”) and released Pillar Two Model Rules defining global minimum tax rules (“Pillar Two”), contemplating a minimum tax rate of 15% for large multinational companies.
33 unchanged sentences
In January 2025, our board of directors authorized the repurchase of up to $2.0 billion of our common stock from time to time through a share repurchase program.
−Removed: As of June 30, 2025, we had repurchased $306.9 million of outstanding shares of our common stock under this program, such that approximately $1.7 billion remained available for purchase as of such date.
+Added: As of September 30, 2025, we had repurchased $656.7 million of outstanding shares of our common stock under this program, such that approximately $1.3 billion remained available for purchase as of such date.
Under our share repurchase program, we may make repurchases of stock through a variety of methods, including open share market purchases, privately negotiated purchases, entering into one or more confirmations or other contractual arrangements with a financial institution counterparty to effectuate one or more accelerated stock repurchase contracts, forward purchase contracts or similar derivative instruments, Dutch auction tender offers, or through a combination of any of the foregoing, in accordance with applicable federal securities laws.
46 unchanged sentences
In addition, global climate change could result in certain types of natural disasters occurring more frequently or with more intense effects.
−Removed: Any such events may result in users being subject to service disruptions or outages, and we may not be able to recover our technical infrastructure in a timely manner to maintain or resume operations, which may adversely affect our financial results.
+Added: such events may result in users being subject to service disruptions or outages, and we may not be able to recover our technical infrastructure in a timely manner to maintain or resume operations, which may adversely affect our financial results.
Our reputation and/or business could be negatively impacted by ESG matters and/or our reporting of such matters.
3 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.