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BRZE on Nasdaq

Braze, Inc.

American prepackaged software services company based in New York1

In its 2026 annual report the company says: “Braze is a leading customer engagement platform that empowers brands to Be Absolutely Engaging. Our platform brings together rich, first-party context, transforms that context with composable intelligence (models, agents, and operators), and delivers continuous, and personally relevant interactions across channels. Our bond with technology has strengthened immensely over the past decade as we welcomed connected devices, digital services, and, most recently, artificial intelligence, or AI, into nearly every part of our lives.”5 Its shares trade on Nasdaq under the symbol BRZE.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$738.2MRevenue, fiscal 20262
-$131.3MNet income, fiscal 20262

Compare with Descartes Systems Group, Vertex, Inc. or Appian Corporation, or pick any stock.

  • TickerBRZE on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersNew York, New York1
  • Incorporated inDE3
  • Business address63 Madison Building, 28 E. 28Th St., Floor 12 Mailroom, New York, Ny 100163
  • Filer categoryLarge accelerated filer3
  • Legal formCorporation

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To forge vibrant connections between people and the brands they love, fueled by a community that inspires and technology that lights the way.5 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 2026

67.1%Gross margin2
-19.6%Operating margin2
-17.8%Net margin2
24.4%Revenue growth, 20262
-21.0%Return on equity2
$61.9MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Subscription Revenue brought in 95% of the revenue Braze, Inc. broke down this way in fiscal 2026.

  1. Subscription Revenue$701.8M295%up 23% from 2025
  2. Professional Services Revenue$36.3M25%up 57% from 2025
Products and services by year
Products and services202420252026
Subscription Revenue$451.1M$570.3M$701.8M
Professional Services Revenue$20.7M$23.1M$36.3M

Regions

United States brought in 55% of the revenue Braze, Inc. broke down this way in fiscal 2026.

  1. United States$405.1M255%up 24% from 2025
  2. Outside the United States$333.1M245%up 25% from 2025
Regions by year
Regions202420252026
United States$267.2M$326.4M$405.1M
Outside the United States$204.6M$267.0M$333.1M

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue33¢$242.5M
  • Research and development23¢$167.1M
  • Other costs44¢$325.9M
  • Income tax0¢$2.6M

Out of $738.2M in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2026

  • Capital spending13¢$9.6M
  • Kept or used elsewhere87¢$61.9M

Out of $71.4M of cash from operations.2

Financial statements

Revenue67892$738.2M in 2026+666% since 2020
0$200.0M$400.0M$600.0M$800.0M2020: $96.4M$96.4M20202021: $150.2M$150.2M2021+56%2022: $238.0M$238.0M2022+58%2023: $355.4M$355.4M2023+49%2024: $471.8M$471.8M2024+33%2025: $593.4M$593.4M2025+26%2026: $738.2M$738.2M2026+24%
Gross profit67892$495.7M in 2026+717% since 2020
0$200.0M$400.0M$600.0M2020: $60.7M$60.7M20202021: $95.7M$95.7M2021+58%2022: $159.5M$159.5M2022+67%2023: $239.6M$239.6M2023+50%2024: $324.3M$324.3M2024+35%2025: $410.2M$410.2M2025+27%2026: $495.7M$495.7M2026+21%
Operating income67892-$144.8M in 2026+332% since 2020
-$150.0M-$100.0M-$50.0M02020: -$33.5M-$33.5M20202021: -$32.2M-$32.2M2021−4%2022: -$78.2M-$78.2M2022+143%2023: -$148.1M-$148.1M2023+89%2024: -$144.7M-$144.7M2024−2%2025: -$122.2M-$122.2M2025−16%2026: -$144.8M-$144.8M2026+18%
Net income67892-$131.3M in 2026+313% since 2020
-$150.0M-$100.0M-$50.0M02020: -$31.8M-$31.8M20202021: -$31.8M-$31.8M2021−0%2022: -$76.7M-$76.7M2022+142%2023: -$139.0M-$139.0M2023+81%2024: -$129.2M-$129.2M2024−7%2025: -$103.7M-$103.7M2025−20%2026: -$131.3M-$131.3M2026+27%

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2026-01-312025-01-312024-01-31
Revenue$738.2M$593.4M$471.8M
Cost of revenue$242.5M$183.2M$147.5M
Gross Profit$495.7M$410.2M$324.3M
Sales and marketing$327.0M$282.3M$247.1M
Research and development$167.1M$134.0M$119.9M
General and administrative$146.3M$116.1M$102.0M
Total operating expenses$640.4M$532.4M$469.0M
Loss from operations-$144.8M-$122.2M-$144.7M
Other income, net$16.6M$21.6M$16.2M
Loss before provision for income taxes-$128.2M-$100.6M-$128.5M
Provision for income taxes$2.6M$3.4M$2.0M
Net loss-$130.8M-$104.0M-$130.4M
Net income (loss) attributable to redeemable non-controlling interest$501.0K-$304.0K-$1.3M
Net loss attributable to Braze, Inc.-$131.3M-$103.7M-$129.2M
Net loss per share attributable to Braze, Inc. common stockholders, basic (in dollars per share)-$1.22-$1.02-$1.32
Net loss per share attributable to Braze, Inc. common stockholders, diluted (in dollars per share)-$1.22-$1.02-$1.32
Weighted-average shares used to compute net loss per share attributable to Braze, Inc. common stockholders, basic (in shares)107.9M shares102.2M shares98.1M shares
Weighted-average shares used to compute net loss per share attributable to Braze, Inc. common stockholders, diluted (in shares)107.9M shares102.2M shares98.1M shares

Compare Braze, Inc. with another company

Corporate structure

Braze, Inc. sits at the top of its group. 4 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Braze, Inc.

  • Braze, Inc. New York, New York
    • Braze Australia PTY Ltd. Subsidiary · Australia
    • Braze Canada Ltd. Subsidiary · Canada
    • Braze Kabushiki Kaisha Subsidiary · Japan

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 Braze, 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$73.7M2 Jan 31, 2026$59.1M2 Jan 31, 2025+24.7%
Accumulated depreciation$30.2M2 Jan 31, 2026$20.6M2 Jan 31, 2025+47.0%
Property and equipment, net$43.5M2 Jan 31, 2026$38.5M2 Jan 31, 2025+12.9%
Operating-lease assets (leased space)$72.0M2 Jan 31, 2026$76.1M2 Jan 31, 2025−5.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$124.3M2 Jan 31, 2026$83.1M2 Jan 31, 2025+49.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$261.9M2 Jan 31, 2026$28.4M2 Jan 31, 2025+820.5%
Intangible assets, net (excluding goodwill)$61.5M2 Jan 31, 2026$3.1M2 Jan 31, 2025+1864.4%
Indefinite-lived intangibles (excluding goodwill)$500.0K2 Jan 31, 2026$500.0K2 Jan 31, 20250%
Finite-lived intangibles, gross$69.7M2 Jan 31, 2026$3.8M2 Jan 31, 2025+1749.3%
Accumulated amortization$8.7M2 Jan 31, 2026$1.1M2 Jan 31, 2025+666.0%
Finite-lived intangibles, net$61.0M2 Jan 31, 2026$2.6M2 Jan 31, 2025+2218.9%

Properties, in its own words

Our headquarters is located in New York City, where we lease approximately 92,300 square feet pursuant to a lease that expires in January 2034. We also lease additional office space in over 10 cities across North America, South America, Europe, the Asia-Pacific region, and the Middle East. These offices are leased, and we do not own any real property. We believe that our current facilities are generally suitable to meet our needs for the foreseeable future. In addition, to the extent we require additional space in the future, we believe that it would be readily available on commercially reasonable terms.

Item 2 of the 10-K filed Mar 25, 2026.5

Leadership

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

Chief executive

  1. William Magnuson2021–now

Chief financial officer

  1. Isabelle Winkles2021–now
2025
Board members and other officers (14)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorNeeraj Agrawal named Apr 10, 202528

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Braze Australia PTY Ltd. Australia4
  • Braze Canada Ltd. Canada4
  • Braze Kabushiki Kaisha Japan4
  • Braze Limited United Kingdom4
  • Braze Pte. Ltd. Singapore4

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

Former names

  • Appboy, Inc.Jul 20, 2017 to Aug 14, 20173

Timeline

  1. Sep 8, 20268-K Results of operations29
  2. Jul 2, 20268-K Bylaws or fiscal year changed; Shareholder vote30
  3. May 27, 20268-K Results of operations; Executive or director change31
  4. Apr 28, 20268-K Executive or director change; Regulation FD disclosure32
  5. Apr 7, 20268-K Executive or director change33
  6. Mar 24, 20268-K Results of operations34
  7. Feb 2, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Other events35
  8. Dec 9, 20258-K Results of operations; Regulation FD disclosure36
  9. Sep 4, 20258-K Results of operations37
  10. Jun 27, 20258-K Shareholder vote38
  11. Jun 5, 20258-K Results of operations; Executive or director change39
  12. Mar 27, 20258-K Results of operations; Unregistered sale of shares; Regulation FD disclosure40
  13. Nov 16, 2021New chief executive William Magnuson becomes CEO13

Calendar

Coming up

  1. Dec 8, 2026Reports results for the quarter ending Oct/2026 A year earlier it reported ($0.29) a share, on Dec 9, 2025.41

When it reported results

  1. Sep 8, 2026Reported quarterly or annual results29
  2. May 27, 2026Reported quarterly or annual results31
  3. Mar 24, 2026Reported quarterly or annual results34
  4. Dec 9, 2025Reported quarterly or annual results36
  5. Sep 4, 2025Reported quarterly or annual results37
  6. Jun 5, 2025Reported quarterly or annual results39
  7. Mar 27, 2025Reported quarterly or annual results40
  8. Feb 3, 2025Reported quarterly or annual results42

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

Filings

731 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 34 major events, 472 insider forms, 72 large holders, 1 private raises, 132 other. The latest 20:

  1. Oct 15, 2026144 EDGAR
  2. Sep 9, 202610-Q EDGAR
  3. Sep 8, 20268-K EDGAR
  4. Aug 28, 20264 EDGAR
  5. Aug 27, 2026144 EDGAR
  6. Aug 27, 2026144 EDGAR
  7. Aug 26, 20264 EDGAR
  8. Aug 26, 2026144 EDGAR
  9. Aug 26, 20264 EDGAR
  10. Aug 24, 2026144 EDGAR
  11. Aug 24, 2026144 EDGAR
  12. Aug 21, 20264 EDGAR
  13. Aug 21, 20264 EDGAR
  14. Aug 19, 20264 EDGAR
  15. Aug 19, 20264 EDGAR
  16. Aug 19, 2026144 EDGAR
  17. Aug 19, 2026144 EDGAR
  18. Aug 19, 20264 EDGAR
  19. Aug 19, 20264 EDGAR
  20. Aug 19, 20264 EDGAR

The 731 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

313 open-market trades by officers, directors and large owners since October 2021: 43 buys and 270 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 27, 2026Hyman JonathanChief Technology OfficerSale42,000$32.47$1.4MForm 4
Aug 24, 2026McDonnell Edward M.Chief Revenue OfficerSale29,732$31.38$932.9KForm 4
Aug 24, 2026Hyman JonathanChief Technology OfficerSale10,000$31.04$310.4KForm 4
Aug 19, 2026Malik AsthaChief Business OfficerSale15,724$29.57$464.9KForm 4
Aug 19, 2026Hyman JonathanChief Technology OfficerSale9,413$29.99$282.3KForm 4
Aug 13, 2026Hyman JonathanChief Technology OfficerSale35,000$30.03$1.1MForm 4
Aug 10, 2026Malik AsthaChief Business OfficerSale33,656$27.65$930.6KForm 4
Aug 10, 2026Hyman JonathanChief Technology OfficerSale10,148$27.27$276.7KForm 4
Aug 7, 2026Hyman JonathanChief Technology OfficerSale17,895$27.03$483.7KForm 4
Jul 15, 2026Malik AsthaChief Business OfficerSale51,440$26.39$1.4MForm 4
Jul 15, 2026Hyman JonathanChief Technology OfficerSale2,472$27.00$66.7KForm 4
Jul 14, 2026Hyman JonathanChief Technology OfficerSale31,296$25.62$801.9KForm 4
Apr 9, 2026Wiseman SusanGeneral CounselSale35,000$20.29$710.1KForm 4
Apr 6, 2026Winkles IsabelleChief Financial OfficerSale8,274$23.31$192.9KForm 4
Feb 19, 2026Wiseman SusanGeneral CounselSale4,167$17.03$71.0KForm 4
Feb 18, 2026Malik AsthaChief Business OfficerSale14,049$16.93$237.8KForm 4
Feb 18, 2026Wiseman SusanGeneral CounselSale5,763$16.93$97.6KForm 4
Feb 18, 2026Malik PankajChief Accounting OfficerSale2,893$16.93$49.0KForm 4
Feb 18, 2026Winkles IsabelleChief Financial OfficerSale12,532$16.93$212.2KForm 4
Feb 18, 2026Hyman JonathanChief Technology OfficerSale7,391$16.93$125.1KForm 4

All 313 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
2026William MagnusonChief Executive Officer38$580.0K$14.2M65
2026Edward McDonnellChief Revenue Officer54$286.3K$11.9M65
2026Isabelle WinklesChief Financial Officer48$457.0K$7.1M65
2026Astha MalikChief Business Officer46$457.0K$6.1M65
2026Jonathan HymanChief Technology Officer40$426.0K$4.9M65
2025William MagnusonChief Executive Officer38$560.0K$11.0M65
2025Isabelle WinklesChief Financial Officer48$440.0K$5.4M65
2025Jonathan HymanChief Technology Officer40$410.0K$3.8M65
2024William MagnusonChief Executive Officer38$490.0K$12.0M65
2024Isabelle WinklesChief Financial Officer48$425.0K$5.7M65
2024Jonathan HymanChief Technology Officer40$385.0K$5.3M65

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Mar 26, 2025Raised $139.2 million in a private offering of equity Form D: 121 investors so far Form D

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
Fmr LLC16,894,687$366.4M0.0%+12,192,482
BlackRock, Inc.8,399,672$182.2M0.0%+535,094
Vanguard Portfolio Management LLC5,584,287$121.1M0.0%+128,878
Pictet Asset Management Holding SA5,049,223$109.5M0.1%+5,036,297
Battery Management Corp.4,628,289$100.4M27.3%No change
Vanguard Capital Management LLC3,983,946$86.4M0.0%+53,521
Millennium Management LLC3,789,708$82.2M0.1%−594,681
Westfield Capital Management Co LP2,617,532$56.8M0.2%−1,356,374
Geode Capital Management, LLC2,545,492$55.2M0.0%+264,730
Manufacturers Life Insurance Company, The2,469,004$53.6M0.0%+583,427
State Street Corp2,402,065$52.1M0.0%+118,352
Optimus Prime Fund Management Co., Ltd.2,010,000$43.6M3.2%+120,000
American Century Companies Inc1,794,633$38.9M0.0%+852,426
Nuveen, LLC1,747,584$37.9M0.0%+299,519
Solel Partners LP1,672,000$36.3M6.2%No change
Sapphire Ventures, L.P.1,665,798$36.1M34.8%No change
Stephens Investment Management Group LLC1,520,241$33.0M0.4%+149,255
Goldman Sachs Group Inc1,379,796$29.9M0.0%−584,257
Citadel Advisors LLC1,278,093$27.7M0.0%−1,126,487
First Eagle Investment Management, LLC1,219,628$26.5M0.0%+1,061,128
Arrowstreet Capital, Limited Partnership1,215,638$26.4M0.0%+1,122,667
Nomura Asset Management International Inc.1,153,917$25.0M0.0%+1,058,261
Dimensional Fund Advisors LP1,152,779$25.0M0.0%+547,355
UBS Group AG1,117,104$24.2M0.0%−2,240,445
Bank Of America Corp /de/1,116,108$24.2M0.0%−156,068

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

SEC filer profile

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

  • Name on EDGARBraze, Inc.1
  • CIK0001676238
  • Employer ID (EIN)45-25052715
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsJanuary 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address63 Madison Building, 28 E. 28Th St., Floor 12 Mailroom, New York, NY 100161
  • Phone(609) 964-05851
  • Shares outstanding113,584,427 as of Sep 1, 202612
  • Public float$2.7B as of Jul 31, 20255
  • AuditorErnst & Young LLP, New York, New York PCAOB ID 42; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceJul 20, 20171
  • Filings740 in all: 4 (439), 144 (93), 8-K (33), 3 (28), SC 13G/A (26), SCHEDULE 13G/A (21), SC 13G (20), 10-Q (15)1
    All 31 form types

    S-8 (8), 10-K (5), DEF 14A (5), DEFA14A (5), SCHEDULE 13G (5), UPLOAD (5), 4/A (4), ARS (4), CORRESP (4), D (4), DRS/A (2), DRSLTR (2), S-3ASR (2), 424B4 (1), 5 (1), 8-A12B (1), 8-K/A (1), CERT (1), DRS (1), EFFECT (1), PRE 14A (1), S-1 (1), S-1/A (1)

  • Latest filingsAnnual report (10-K) Mar 25, 2026
    Quarterly report (10-Q) Sep 9, 2026
    Proxy statement (DEF 14A) May 18, 2026
    Latest 8-K (8-K) Sep 8, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.0001 per shareBRZEThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 25, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Braze, Inc. names in Item 1A of its 10-K filed Mar 25, 2026: 59 risks under these headings, as written.5

  • Risks Related to Our Growth and Capital Requirements
  • Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and share price.
  • Our rapid revenue growth may not be indicative of our future revenue growth. Our rapid revenue growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
  • We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.
  • We have a limited history operating at our current scale, and our future results of operations may fluctuate significantly due to a wide range of factors, which make it difficult to forecast our future results of operations.
  • We have a history of operating losses and may not achieve or sustain profitability in the future.
  • The estimates of market opportunity and forecasts of market growth may prove to be inaccurate. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
  • We track certain operational metrics with internal systems and tools and do not independently verify such metrics. Certain of our operational metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.
  • Risks Related to Our Business and Our Brand
  • We face intense competition, including from well-established companies that offer products that compete with ours. We may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers, and grow our business.
  • If we are unable to attract new customers and renew existing customers, our business, financial condition and results of operations will be adversely affected.
  • If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, or changing regulations, or to changing customer or consumer needs, requirements or preferences, our platform may become less competitive.
The other 49 risks
  • We are substantially dependent upon customers renewing their subscriptions to, and expanding their use of, our platform to maintain and grow our revenue, which requires us to scale our platform infrastructure and business quickly enough to meet our customers’ growing needs. If we are not able to grow in an efficient manner, our business, financial condition and results of operations could be harmed.
  • Failure to effectively develop our sales and marketing capabilities could harm our ability to expand our customer base and achieve broader market adoption of our platform and products.
  • We are dependent on a single platform, and the failure to achieve continued market acceptance of our platform could cause our results of operations to suffer.
  • If our platform fails to perform properly or there are defects or disruptions in the rollout of our platform updates or enhancements, our reputation could be adversely affected, our market share could decline, and we could be subject to liability claims.
  • We may need to reduce prices or change our pricing model to remain competitive.
  • Our sales cycle with large enterprise customers can be long and unpredictable, and our sales efforts require considerable time and expense.
  • Our business and reputation could be adversely affected if our customers are not satisfied with the integration, implementation, or services provided by us or our partners.
  • Because we generally recognize revenue ratably over the term of each subscription agreement, downturns or upturns in our sales may not be immediately reflected in our financial condition and results of operations.
  • If we fail to maintain and enhance our brand, our ability to expand our customer base may be impaired and our business, financial condition and results of operations may suffer.
  • If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction or adequately address competitive challenges.
  • We anticipate that our operations will continue to increase in complexity as we grow, which will create management challenges.
  • We depend on our senior management team and the loss of one or more key employees or an inability to attract and retain highly skilled employees could adversely affect our business.
  • If we are unable to maintain our culture and core values as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.
  • Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, violations of privacy, data protection and other laws, regulations or contractual obligations, data breaches and other losses.
  • Our current operations are international in scope, and we plan further geographic expansion. This will create a variety of operational challenges. If we are not successful in sustaining and expanding our international business, we may incur additional losses and our revenue growth could be harmed.
  • We have a limited history of operating with a substantial remote workforce and the long-term impact of this workplace arrangement on our financial results and business operations is uncertain.
  • Acquisitions, strategic investments, partnerships or alliances pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value and adversely affect our business, financial condition and results of operations.
  • Risks Related to Our Dependence on Third Parties
  • Our business depends on our ability to send consumer engagement messages over a number of different channels and any significant disruption in service with our third-party providers or on mobile operating systems could result in a loss of customers or less effective consumer-brand engagement, which could harm our business, financial condition and results of operations.
  • We rely upon third-party providers of cloud-based infrastructure, including Amazon Web Services and Rackspace, to host our products. Any disruption in the operations of these third-party providers or limitations on capacity or interference with our use could adversely affect our business, financial condition and results of operations.
  • Our growth depends in part on the success of our strategic relationships with third parties.
  • Risks Related to Privacy, Data Security and Data Protection Laws
  • We are subject to stringent and changing laws, regulations, rules, industry standards and contractual obligations related to privacy, data security and data protection. The restrictions and costs imposed by these requirements and our actual or perceived failure to comply with them, could harm our business.
  • If we or our third-party service providers or vendors experience a security breach or unauthorized third parties otherwise obtain access to our customers’ data, our data or our platform, our solution may be perceived as not being secure, our reputation may be harmed, demand for our platform and products may be reduced and we may incur significant liabilities.
  • Risks Related to Other Laws and Litigation
  • Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our platform and could have a negative impact on our business.
  • Any future litigation against us could be costly and time-consuming to defend.
  • If we fail to provide services that our customers can use in compliance with regulations and/or industry standards, our revenue and results of operations could be harmed.
  • We are subject to anti-corruption, anti-bribery and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition and results of operations.
  • We are required to comply with governmental export and import controls and economic sanctions that could impair our ability to compete in international markets and subject us to liability if we violate the controls.
  • Our international operations may subject us to potential adverse tax consequences.
  • Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
  • Changes in our effective tax rate or tax liability may have an adverse effect on our results of operations.
  • We could be required to collect additional sales taxes or be subject to other tax liabilities that may increase the costs our customers would have to pay for our products and adversely affect our results of operations.
  • Risks Related to Intellectual Property
  • We employ third-party licensed software for use in or with our platform, and the inability to maintain these licenses or errors or vulnerabilities in the software we license could result in increased costs, or reduced service levels, which would adversely affect our business.
  • We use open-source software in our products, which could negatively affect our ability to sell our services or subject us to litigation or other actions.
  • Any failure to protect our proprietary technology and intellectual property rights could substantially harm our business, financial condition and results of operations.
  • We may be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.
  • We could face liability, or our reputation might be harmed, as a result of the activities of our customers, the content sent through our platform or the data they store on our servers.
  • Our use of artificial intelligence, and machine learning in our platform and our business, as well as our potential failure to effectively implement, use, and market these technologies, may result in reputational harm or liability, or could otherwise adversely affect our business.
  • Risks Related to Socioeconomic Factors
  • Natural catastrophic events and human-made problems such as climate change, power disruptions, computer viruses, global pandemics, data security breaches, terrorism and war may disrupt our business.
  • Risks Related to Public Company Reporting and Public Disclosure Practices
  • We have identified a material weakness in our internal control over financial reporting associated with certain Information Technology General Controls, or ITGCs. If we are unable to remediate this, or otherwise fail to maintain proper and effective internal controls, our ability to produce timely and accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business, our stock price and access to the capital markets.
  • We are subject to risks related to our environmental, social, and governance, or ESG, practices and disclosures.
  • Risks Related to Ownership of Our Class A Common Stock
  • We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock.
  • The automatic conversion of all outstanding shares of our Class B common stock into Class A common stock has eliminated our dual-class structure, which may subject us to increased stockholder activism and potential proxy contests.
  • An active public trading market for our Class A common stock may not develop or be sustained.
  • Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A common stock.
  • The provision of our amended and restated certificate of incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
  • Future sales of our Class A common stock in the public market could cause the market price of our Class A common stock to decline.
  • General Risk Factors
  • The price of our Class A common stock may be volatile, and you may lose some or all of your investment.
  • Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute all other stockholders.
  • If securities or industry analysts do not publish research or reports about our business or publish negative reports about our business, our share price and trading volume could decline.

Legal proceedings

From time to time, we may become involved in various legal proceedings arising from the normal course of business activities. As of the date of this Annual Report on Form 10-K, we are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. Defending such proceedings can be costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

The opening of Item 3, Legal Proceedings.5

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