ARHS on Nasdaq

Arhaus, Inc.

American retail-furniture stores company, incorporated in Delaware1

In its 2026 annual report the company says: “We operate a vertically integrated model, designing and sourcing products directly from skilled artisans and carefully selected manufacturing vendors around the world, including domestic upholstery production at our own North Carolina manufacturing facility.”6 It is headquartered in Boston Heights, Ohio.1 Its shares trade on Nasdaq under the symbol ARHS.1

$10.23 up 0.93 (10.00%)Price as of Oct 15, 2026 at 17:33 UTC

Last updated Oct 21, 2026.

Overview

$1.4BRevenue, fiscal 20253
$67.3MNet income, fiscal 20253

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  • TickerARHS on Nasdaq1
  • IndustryRetail-Furniture Stores1
  • HeadquartersBoston Heights, Ohio1
  • Incorporated inDE4
  • Business address51 East Hines Hill Road, Boston Heights, Oh 442364
  • Filer categoryAccelerated filer4

Founded in 1986 by John Reed, our Chief Executive Officer (“CE O”), and his father, Arhaus, Inc. (“Arhaus”, “Company”, “we”, “us” or “our”) is a premium home furnishings brand built on a simple idea: furniture and décor should be responsibly sourced, lovingly made, and built to last. We operate a vertically integrated model, designing and sourcing products directly from skilled artisans and carefully selected manufacturing vendors around the world, including domestic upholstery production at our own North Carolina manufacturing facility. This approach enables us to offer a highly exclusive and customizable assortment of heirloom-quality furniture and décor designed to be used and enjoyed for generations. Design is at the core of everything Arhaus does. With more than 100 Showroom locations across the United States, our integrated omni-channel model connects every client touchpoint, from …6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

38.9%Gross margin3
6.4%Operating margin3
4.9%Net margin3
8.5%Revenue growth, 20253
16.1%Return on equity3
$59.0MFree cash flow3

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue61¢$842.8M
  • Selling, general and admin32¢$447.4M
  • Income tax2¢$24.7M
  • Profit5¢$67.3M

Out of $1.4B in revenue.3

Where each dollar of operating cash went, fiscal 2025

  • Capital spending57¢$77.9M
  • Dividends paid0¢$361.0K
  • Kept or used elsewhere43¢$58.6M

Out of $136.8M of cash from operations.3

Financial statements

Revenue789103$1.4B in 2025+179% since 2019
0$500.0M$1.0B$1.5B2019: $494.5M$494.5M20192020: $507.4M$507.4M2020+3%2021: $796.9M$796.9M2021+57%2022: $1.2B$1.2B2022+54%2023: $1.3B$1.3B2023+5%2024: $1.3B$1.3B2024−1%2025: $1.4B$1.4B2025+9%
Gross profit789103$536.4M in 2025+205% since 2019
0$200.0M$400.0M$600.0M2019: $176.0M$176.0M20192020: $199.5M$199.5M2020+13%2021: $329.9M$329.9M2021+65%2022: $525.1M$525.1M2022+59%2023: $540.4M$540.4M2023+3%2024: $501.2M$501.2M2024−7%2025: $536.4M$536.4M2025+7%
Operating income789103$88.9M in 2025+200% since 2019
0$50.0M$100.0M$150.0M$200.0M2019: $29.7M$29.7M20192020: $30.9M$30.9M2020+4%2021: $33.4M$33.4M2021+8%2022: $184.7M$184.7M2022+454%2023: $164.3M$164.3M2023−11%2024: $87.0M$87.0M2024−47%2025: $88.9M$88.9M2025+2%
Net income78103$67.3M in 2025+794% since 2019
0$50.0M$100.0M$150.0M2019: $7.5M$7.5M20192020: $6.1M$6.1M2020−19%2021: $21.1M$21.1M2021+247%2022: $136.6M$136.6M2022+547%2023: $125.2M$125.2M2023−8%2024: $68.5M$68.5M2024−45%2025: $67.3M$67.3M2025−2%

Every line of the income statement as filed: the last 3 fiscal years, latest first.3

Period ending2025-12-312024-12-312023-12-31
Net revenue$1.4B$1.3B$1.3B
Cost of goods sold$842.8M$769.9M$747.3M
Gross margin$536.4M$501.2M$540.4M
Selling, general and administrative expenses$447.4M$415.4M$376.1M
Loss (gain) on disposal of assets$81.0K-$1.2M$0
Income from operations$88.9M$87.0M$164.3M
Interest income, net-$3.0M-$3.2M-$3.4M
Other income-$61.0K-$754.0K-$1.0M
Income before taxes$92.0M$90.9M$168.7M
Income tax expense$24.7M$22.4M$43.5M
Net income$67.3M$68.5M$125.2M
Comprehensive income$67.3M$68.5M$125.2M
Weighted-average number of common shares outstanding, basic (in shares)140.7M shares140.1M shares139.5M shares
Net and comprehensive income per share, basic (in dollars per share)$0.48$0.49$0.90
Weighted-average number of common shares outstanding, diluted (in shares)141.4M shares140.7M shares140.1M shares
Net and comprehensive income per share, diluted (in dollars per share)$0.48$0.49$0.89

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Corporate structure

Arhaus, Inc. sits at the top of its group. 9 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Arhaus, Inc.

  • Arhaus, Inc. Boston Heights, Ohio
    • Arhaus Gift Cards, LLC Subsidiary · Ohio, United States
    • Arhaus Management, Inc. Subsidiary · Ohio, United States
    • FS Arhaus Holding Inc. Subsidiary · Delaware, United States
    • Hines Hill Aviation, LLC Subsidiary · Ohio, United States
    • Homeworks Holdings, Inc. Subsidiary · Ohio, United States
    • Homeworks Logistics, LLC Subsidiary · Ohio, United States
    • Northern Woods, LLC Subsidiary · Ohio, United States
    • TB Arhaus, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Arhaus, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$527.9M3 Dec 31, 2025$462.7M3 Dec 31, 2024+14.1%
Accumulated depreciation$211.7M3 Dec 31, 2025$180.2M3 Dec 31, 2024+17.5%
Property and equipment, net$316.2M3 Dec 31, 2025$282.5M3 Dec 31, 2024+11.9%
Finance-lease assets$33.3M3 Dec 31, 2025$36.1M3 Dec 31, 2024−7.8%
Operating-lease assets (leased space)$391.3M3 Dec 31, 2025$322.3M3 Dec 31, 2024+21.4%

Real estate and locations

ItemLatestA year beforeChange
Stores1073 Dec 31, 202510310 Dec 31, 2024+3.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$253.4M3 Dec 31, 2025$197.5M3 Dec 31, 2024+28.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$11.0M3 Dec 31, 2025$11.0M3 Dec 31, 20240%

Inventory

ItemLatestA year beforeChange
Inventory, total$338.8M3 Dec 31, 2025$297.0M3 Dec 31, 2024+14.1%

Properties, in its own words

Our corporate headquarters and primary distribution center are located at 51 E. Hines Hill Road, Boston Heights, Ohio, just outside of Cleveland, Ohio. We believe that our current corporate headquarters and facilities are well maintained. The following table sets forth the location, use and size of our corporate, distribution, manufacturing, warehouse, and retail facilities as of December 31, 2025:

Location · Use · Approximate Gross Square Footage

The rest of Item 2

Boston Heights, Ohio(1) · Corporate headquarters and distribution center · 1,028,500

Conover, North Carolina(1) · Distribution center and manufacturing facility · 497,000

Hickory, North Carolina(1) · Warehouse · 55,100

Dallas, Texas(1) · Distribution center · 800,700

Walton Hills, Ohio(1) · Warehouse · 235,900

Elyria, Ohio(1) · Warehouse · 310,000

Traditional Showrooms, Design Studios and Lofts(1)(2) · Retail · 1,835,500

(1) See Note 7 — Leases to our Consolidated Financial Statements included elsewhere in this Form 10-K.

(2) We lease our Traditional Showrooms, Design Studios and Lofts in multiple locations across 31 states.

Item 2 of the 10-K filed Feb 26, 2026.6

Leadership

Who has led Arhaus, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (21)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Arhaus Gift Cards, LLC Ohio5
  • Arhaus Management, Inc. Ohio5
  • Arhaus, LLC Delaware5
  • FS Arhaus Holding Inc. Delaware5
  • Hines Hill Aviation, LLC Ohio5
  • Homeworks Holdings, Inc. Ohio5
  • Homeworks Logistics, LLC Ohio5
  • Northern Woods, LLC Ohio5
  • TB Arhaus, LLC Delaware5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 30, 20268-K Regulation FD disclosure42
  2. Aug 6, 20268-K Results of operations; Regulation FD disclosure43
  3. Jul 16, 20268-K Executive or director change44
  4. Jul 13, 20268-K Executive or director change45
  5. May 19, 20268-K Shareholder vote46
  6. May 7, 20268-K Results of operations; Regulation FD disclosure47
  7. Feb 26, 20268-K Results of operations; Regulation FD disclosure; Other events48
  8. Feb 12, 20268-K Regulation FD disclosure49
  9. Feb 5, 20268-K Executive or director change50
  10. Nov 6, 20258-K Results of operations; Regulation FD disclosure51
  11. Oct 22, 20258-K Entered a material agreement; New debt or obligation52
  12. Aug 7, 20258-K Results of operations; Regulation FD disclosure53
  13. Nov 4, 2021New chief executive John P. Reed becomes CEO16

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.09 a share, on Nov 6, 2025.54

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results43
  2. May 7, 2026Reported quarterly or annual results47
  3. Feb 26, 2026Reported quarterly or annual results48
  4. Nov 6, 2025Reported quarterly or annual results51
  5. Aug 7, 2025Reported quarterly or annual results53
  6. May 8, 2025Reported quarterly or annual results55
  7. Feb 26, 2025Reported quarterly or annual results56
  8. Nov 7, 2024Reported quarterly or annual results57

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

396 filings to the SEC since October 2021: 5 annual reports, 18 quarterly reports, 56 major events, 238 insider forms, 32 large holders, 47 other. The latest 20:

  1. Sep 30, 20268-K EDGAR
  2. Sep 10, 20264 EDGAR
  3. Sep 4, 2026144 EDGAR
  4. Aug 12, 2026144 EDGAR
  5. Aug 6, 202610-Q EDGAR
  6. Aug 6, 20268-K EDGAR
  7. Aug 6, 2026SCHEDULE 13G/A EDGAR
  8. Aug 5, 20264 EDGAR
  9. Jul 31, 2026SCHEDULE 13G EDGAR
  10. Jul 17, 20263 EDGAR
  11. Jul 16, 20268-K EDGAR
  12. Jul 13, 20268-K EDGAR
  13. Jul 9, 20264 EDGAR
  14. May 29, 2026SD EDGAR
  15. May 19, 20268-K EDGAR
  16. May 18, 20264 EDGAR
  17. May 18, 20264 EDGAR
  18. May 18, 20264 EDGAR
  19. May 18, 20264 EDGAR
  20. May 18, 20264 EDGAR

The 396 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

42 open-market trades by officers, directors and large owners since October 2021: 18 buys and 24 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 8, 2026Doody Alton F IIIDirectorSale3,500$8.47$29.6KForm 4
Jul 24, 2024Nachiappan VenkatachalamChief Information OfficerSale6,460$16.11$104.1KForm 4
Jun 10, 2024Phillipson DawnChief Financial OfficerSale150,000$18.97$2.8MForm 4
Jun 7, 2024Chi LisaChief Merchandising OfficerSale500$19.50$9.8KForm 4
Jun 6, 2024Chi LisaChief Merchandising OfficerSale1,500$19.14$28.7KForm 4
May 15, 2024Beargie WilliamDirectorSale6,500$17.03$110.7KForm 4
Dec 8, 2023VELTRI KATHY EChief Retail OfficerSale75,000$9.32$699.0KForm 4
Nov 29, 2023Doody Alton F IIIDirectorSale1,730$9.28$16.1KForm 4
Nov 14, 2023FS Equity Partners VI, L.P.10% ownerSale4,446,659$8.39$37.3MForm 4
Aug 16, 2023FS Capital Partners VI, LLC10% ownerSale13,800,000$10.00$138.0MForm 4
Aug 4, 2023Sparks DawnChief Logistics OfficerSale79,637$12.02$957.2KForm 4
Aug 3, 2023Sparks DawnChief Logistics OfficerSale70,363$12.00$844.4KForm 4
Mar 16, 2023VELTRI KATHY EChief Retail OfficerSale35,000$8.74$305.9KForm 4
Mar 16, 2023Doody Alton F IIIDirectorBuy11,500$8.84$101.7KForm 4
Mar 15, 2023Sparks DawnChief Logistics OfficerSale75,000$8.51$638.2KForm 4
Mar 15, 2023Chi LisaChief Merchandising OfficerBuy10,613$8.53$90.5KForm 4
Sep 13, 2022Doody Alton F IIIDirectorBuy11,750$8.50$99.9KForm 4
Sep 2, 2022Chi LisaChief Merchandising OfficerBuy4,500$8.36$37.6KForm 4
Sep 1, 2022Doody Alton F IIIDirectorBuy11,750$8.34$98.0KForm 4
Jun 3, 2022VELTRI KATHY EChief Retail OfficerSale20,548$6.01$123.5KForm 4

All 42 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Michael LeeChief Financial Officer$327.9K$4.2M70
2025Allison SutleyChief Information Officer$336.5K$932.4K70
2025Christian SedorChief Accounting Officer$306.4K$724.3K70

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.4,511,023$38.0M0.0%+198,887
Signaturefd, LLC3,069,105$25.8M0.3%+2,246,340
Vanguard Portfolio Management LLC2,621,235$22.1M0.0%+115,989
Long Focus Capital Management, LLC2,450,000$20.6M0.8%+480,690
Emerald Advisers, LLC2,375,058$20.0M0.5%+538,334
Vanguard Capital Management LLC2,327,723$19.6M0.0%+65,619
Kanen Wealth Management LLC2,198,887$18.7M4.6%New
D. E. Shaw & Co., Inc.2,047,414$17.2M0.0%+271,341
Bank Of America Corp /de/2,011,684$16.9M0.0%−325,656
Meros Investment Management, LP1,680,568$14.2M4.5%+485,095
Emerald Mutual Fund Advisers Trust1,576,486$13.3M0.5%+586,271
Dimensional Fund Advisors LP1,394,184$11.7M0.0%+214,916
American Century Companies Inc1,386,424$11.7M0.0%+75,716
Geode Capital Management, LLC1,377,827$11.6M0.0%+83,651
Hotchkis & Wiley Capital Management LLC1,307,050$11.0M0.0%+175,100
State Street Corp1,201,129$10.1M0.0%+62,050
Jacobs Levy Equity Management, Inc1,189,070$10.0M0.0%+904,290
CenterBook Partners LP1,118,395$9.4M0.5%−831,827
Punch & Associates Investment Management, Inc.1,110,755$9.4M0.5%−4,910
Balyasny Asset Management L.P.973,645$8.2M0.0%−76,343
Simcoe Capital LLC926,656$7.8M4.8%+364,994
Marshall Wace, Llp902,383$7.6M0.0%+176,788
Silvercrest Asset Management Group LLC896,209$7.5M0.0%−43,856
Goldman Sachs Group Inc639,154$5.4M0.0%+289,947
Mill Road Capital Management LLC526,900$4.4M2.2%+123,000

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Arhaus, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARArhaus, Inc.1
  • CIK0001875444
  • Employer ID (EIN)87-17292566
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsDecember 311
  • Industry code (SIC)5712 Retail-Furniture Stores1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address51 East Hines Hill Road, Boston Heights, OH 442361
  • Phone440-439-77001
  • Shares outstanding54,006,720 Common Class A shares; 87,115,600 Common Class B shares as of Feb 20, 20266
  • Public float$458.9M as of Jun 30, 20256
  • AuditorPricewaterhouseCoopers LLP, Cleveland, Ohio PCAOB ID 238; it also attests to the company’s internal control over financial reporting6
  • On EDGAR sinceJul 30, 20211
  • Filings402 in all: 4 (210), 8-K (56), 3 (27), 10-Q (15), 144 (11), SCHEDULE 13G/A (8), SC 13G/A (7), UPLOAD (7)1
    All 32 form types

    CORRESP (6), SC 13G (6), 10-K (5), DEF 14A (5), SC 13D/A (5), ARS (4), 10-Q/A (3), SC 13D (3), SCHEDULE 13G (3), SD (3), 424B5 (2), DRSLTR (2), EFFECT (2), S-1/A (2), 424B4 (1), 5 (1), 8-A12B (1), CERT (1), DRS (1), DRS/A (1), POS EX (1), S-1 (1), S-3 (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 2, 2026
    Latest 8-K (8-K) Sep 30, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, $0.001 par value per shareARHSThe Nasdaq Global Select Market

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Arhaus, Inc. names in Item 1A of its 10-K filed Feb 26, 2026: 57 risks under these headings, as written.6

  • Risks Related to Our Business and Industry
  • We may incur operating losses in the future, and may not achieve or maintain profitability in the future.
  • We have experienced fluctuations in the growth rate of our business in terms of revenue, earnings and margins may not be sustained in future time periods.
  • We depend on our ability to purchase quality merchandise in sufficient quantities at competitive prices, including products that are produced by specialty and artisan vendors. Any disruptions we experience in our ability to obtain quality products in a timely fashion or in the quantities required could have a material adverse effect on our reputation, business, results of operations and financial performance.
  • Disruption in our receiving and distribution system or increased costs as a result of the continued integration of our recently opened distribution and manufacturing centers could adversely affect our business.
  • We are subject to import and other international risks as a result of our reliance on foreign manufacturers and vendors to supply a significant portion of our merchandise.
  • Changes in the health of the high-end housing market, as well as declines in consumer confidence and consumer spending, could adversely impact our revenue and results of operations.
  • We are exposed to risks associated with the interruption of supply and increased costs as a result of our reliance on third-party transportation carriers for shipment of our products.
  • Increased commodity prices or increased freight and transportation costs could adversely affect our results of operations.
  • Our business and operating results may be harmed if we are unable to timely and effectively deliver merchandise to our clients and manage our supply chain.
  • Our continued success is substantially dependent on our positive brand identity.
  • We have identified material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting in the future, we may not be able to report accurately or timely our financial condition or results of operations, which may adversely affect investor confidence in us, and as a result, the value of our Class A common stock.
The other 46 risks
  • Remediation Activities
  • Adverse events in the primary regions of our operations could materially adversely affect our business.
  • The failure to recruit, hire, and retain qualified personnel could materially adversely affect our business.
  • We depend on our management’s and other team members’ experience and knowledge of our industry; we could be adversely affected were we to lose, or experience difficulty in recruiting and retaining, any such members of our team.
  • We have and will continue to incur capital expenditures for the remodeling of our existing Showrooms, and there is no guarantee that this will result in incremental Showroom traffic or sales, which may adversely impact our results of operations and financial performance.
  • Merchandise purchased from our vendors that is defective or otherwise does not meet our product quality standards could damage our reputation and brand image and harm our business, and we may not have adequate remedies against our vendors for such merchandise.
  • Use of social media and influencers may materially and adversely affect our reputation or subject us to fines or other penalties.
  • We rely on third parties to drive traffic to our website, and these providers may change their algorithms or pricing in ways that could negatively impact our business, results of operations, financial condition and prospects.
  • From time to time we are subject to client or other various legal proceedings which could adversely affect our business, financial condition, results of operations and cash flows.
  • Our failure to successfully manage the costs and performance of our print media might have a negative impact on our business.
  • Our failure to successfully anticipate merchandise returns might have a negative impact on our business.
  • Product warranty claims could have a material adverse effect on our business.
  • If we are unable to successfully adapt to client shopping preferences or develop and maintain a relevant and reliable omni-channel model for our clients, our financial performance and brand image could be adversely affected.
  • Our future growth depends on our ability to successfully implement our organic growth strategy, a major part of which consists of opening new Showrooms. We may be unable to successfully open and operate new Showrooms, which could have a material adverse effect on our business, financial condition, operating results and prospects.
  • Our ability to attract clients to our Showrooms depends heavily on successfully locating our Showrooms in suitable locations. Any impairment of a Showroom location, including any decrease in client traffic, could cause our sales to be lower than expected.
  • Our estimated addressable market is subject to inherent challenges and uncertainties. If we have overestimated the size of our addressable market, our future growth opportunities may be limited.
  • We operate in a highly competitive industry sector which may adversely affect our future financial performance.
  • Our lease obligations are substantial and expose us to increased risks.
  • Growing our business may require additional capital, and if capital is not available to us, our business, operating results and financial condition may suffer.
  • Disruption in the financial markets could have a material adverse effect on client demand and our ability to refund client deposits.
  • Our business operations depend on good relations with our employees.
  • Our business has been and may in the future be affected by the significant and widespread risks posed by public health emergencies or outbreaks of epidemics, pandemics, or contagious diseases, such as the COVID-19 pandemic.
  • Risks Related to Data Privacy and Information Technology
  • If we are unable to effectively manage our eCommerce sales channel and digital marketing efforts, our reputation and operating results may be harmed.
  • If we experience security incident(s) that result in data breach(es), we could suffer a loss of sales and increased costs, exposure to significant liability, reputational harm and other negative consequences.
  • Material damage to, or interruptions in, our information systems as a result of external factors, staffing shortages, cyber risk, or difficulties in updating our existing software or developing or implementing new software could have a material adverse effect on our business or results of operations, and we may be exposed to risks and costs associated with protecting the integrity and security of our clients’ information.
  • Our failure to address risks associated with payment methods, credit card fraud and other consumer fraud, or our failure to control any such fraud, could damage our reputation and brand and could harm our business, results of operations and financial condition.
  • We are required to comply with payment card network operating rules and any material modification of our payment card acceptance privileges could have a material adverse effect on our business, results of operations, and financial condition.
  • We are investing in a number of technology upgrades, including a new enterprise resource planning system, and challenges with the planning or implementation of such systems may impact our business, operations, financial results and internal control over financial reporting.
  • Risks Related to Our Intellectual Property
  • We may not be able to adequately protect our intellectual property rights.
  • The inability to acquire, use or maintain our marks and domain names for our sites could substantially harm our business and operating results.
  • If third parties claim that we infringe upon their intellectual property rights, our operating results could be adversely affected.
  • Risks Related to Government Regulation
  • We are subject to governmental regulations and may be subject to enforcement if we are not in compliance with applicable regulation, and changes in laws could make conducting our business more expensive or otherwise change the way we do business.
  • Expectations of our company relating to corporate responsibility factors may impose additional costs and expose us to new risks.
  • Risks Related to Our Indebtedness
  • We are party to a revolving credit facility that contains covenants, which may restrict our current and future operations and could adversely affect our ability to execute our business needs.
  • We may be unable to secure additional financing on favorable terms, or at all, to meet our future capital needs, which in turn could impair our growth.
  • Risks Related to Ownership of our Class A Common Stock
  • The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.
  • Delaware law may protect decisions of our Board of Directors that have a different effect on holders of our Class A common stock and Class B common stock.
  • The market price, trading volume and marketability of our Class A common stock may be significantly affected by numerous factors, some of which are beyond our control.
  • Our anti-takeover provisions could prevent or delay a change in control of the Company, even if such change in control would be beneficial to our stockholders.
  • We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.
  • We are a “controlled company” within the meaning of Nasdaq rules and qualify for and may rely on exemptions from certain corporate governance requirements.
  • Future sales of shares of Class A common stock, or the perception in the public market that such sales may occur, could adversely affect the market price of our Class A common stock. Our stockholders could be diluted by such future sales and be further diluted upon the conversion of Class B common stock into Class A common stock.
  • If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our Class A common stock adversely, our stock price and trading volume could decline.
  • Delaware law and our corporate organizational and governing documents impose various impediments to the ability of a third party to acquire control of us, which could deprive our investors of the opportunity to receive a premium for their shares.
  • Our amended and restated certificate of incorporation provides for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • General Risks
  • Our operations present risks which may not be fully covered by insurance.
  • As a public reporting company, we are subject to the Nasdaq rules and the rules and regulations established from time to time by the SEC regarding our internal control over financial reporting. If we continue to fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner in the future.

Legal proceedings

From time to time, we have and we may become involved in legal proceedings arising in the ordinary course of business, including claims related to our employment practices, claims of intellectual property infringement and claims related to personal injuries and product liability for the products that we sell and in the Showrooms we operate. Any claims could result in litigation against us and could result in regulatory proceedings being brought against us by various federal and state agencies that regulate our business. Defending such litigation is costly and can impose significant burden on management and employees. Further, we could receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurance that favorable final outcomes will be obtained.

We are currently not a party to any legal proceedings, the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition or results of operations. See Note 11 —Commitments and Contingencies to our consolidated financial statements included elsewhere in this Annual Report for further details.

The opening of Item 3, Legal Proceedings.6

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