Logo: The logo may be obtained from Elastic NV ., Non-free logo, via Wikipedia4
Company behind search engine Elasticsearch
Elastic is a Dutch-American software company that provides a platform for enterprise search, observability, and cybersecurity. Its product enables users to search and analyze large-scale data, monitor system performance, and detect anomalies. Originally known as Elasticsearch, the company was founded in 2012 in Amsterdam, Netherlands, and has maintained its operational headquarters in both the Netherlands and San Francisco, California, US.3 Its chief executive is Shay Banon (since 2012).1 Its products include Logstash and Kibana.1 Its shares trade on NYSE under the symbol ESTC.1Wikipedia text CC BY-SA 4.0
Elastic is a Dutch-American software company that provides a platform for enterprise search, observability, and cybersecurity. Its product enables users to search and analyze large-scale data, monitor system performance, and detect anomalies. Originally known as Elasticsearch, the company was founded in 2012 in Amsterdam, Netherlands, and has maintained its operational headquarters in both the Netherlands and San Francisco, California, US. Elastic is publicly traded on the New York Stock Exchange under the symbol ESTC.3
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Where each dollar of operating cash went, fiscal 2026
Share buybacks
Capital spending1¢$5.1M
Share buybacks99¢$340.1M
Out of $326.9M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.5
Financial statements
Revenue9101112135$1.7B in 2026+540% since 2019Gross profit9101112135$1.3B in 2026+583% since 2019Operating income9101112135-$33.5M in 2026−67% since 2019Net income9101112135$367.8M in 2026
Revenue141516$478.1M in Q1 FY2026+13% since Q2 FY2025Gross profit141516$356.2M in Q1 FY2026+11% since Q2 FY2025Operating income141516-$23.6M in Q1 FY2026+186% since Q2 FY2025Net income141516-$16.7M in Q1 FY2026−67% since Q2 FY2025
Every line of the income statement as filed: the last 3 fiscal years, latest first.5
Period ending
2026-04-30
2025-04-30
2024-04-30
Total revenue
$1.7B
$1.5B
$1.3B
Total cost of revenue
$416.3M
$379.9M
$330.1M
Gross profit
$1.3B
$1.1B
$937.2M
Research and development
$451.9M
$365.8M
$342.0M
Sales and marketing
$710.2M
$617.2M
$559.6M
General and administrative
$194.4M
$175.2M
$160.6M
Restructuring and other related charges
$0
$225.0K
$4.9M
Total operating expenses
$1.4B
$1.2B
$1.1B
Operating loss
-$33.5M
-$54.9M
-$129.9M
Interest expense
-$25.1M
-$25.3M
-$26.1M
Other income, net
$56.3M
$48.7M
$33.3M
Loss before income taxes
-$2.3M
-$31.6M
-$122.8M
(Benefit from) provision for income taxes
-$370.1M
$76.5M
-$184.5M
Net income (loss)
$367.8M
-$108.1M
$61.7M
Net earnings (loss) per share attributable to ordinary shareholders, basic (in dollars per share)
$3.49
-$1.04
$0.62
Net earnings (loss) per share attributable to ordinary shareholders, diluted (in dollars per share)
$3.43
-$1.04
$0.59
Weighted-average shares used to compute net earnings (loss) per share attributable to ordinary shareholders, basic (in shares)
105.3M shares
103.7M shares
99.6M shares
Weighted-average shares used to compute net earnings (loss) per share attributable to ordinary shareholders, diluted (in shares)
107.2M shares
103.7M shares
104.0M shares
No quarter-by-quarter statement was filed.
Total assets179101112185$3.2B in 2026+549% since 2019Total liabilities179101112185$1.9B in 2026+742% since 2019Shareholders’ equity10111213185$1.3B in 2026+385% since 2019Cash1791011185$768.7M in 2026+158% since 2019Long-term debt101112185$570.9M in 2026+1% since 2021
Total assets141516$3.0B in Q1 FY2026+21% since Q2 FY2025Total liabilities141516$1.7B in Q1 FY2026+8% since Q2 FY2025Shareholders’ equity141516$1.3B in Q1 FY2026+46% since Q2 FY2025Cash141516$879.9M in Q1 FY2026+10% since Q2 FY2025Long-term debt141516$571.2M in Q1 FY2026+0% since Q2 FY2025
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.5
Period ending
2026-04-30
2025-04-30
2024-04-30
2023-04-30
Cash and cash equivalents
$768.7M
$727.5M
Restricted cash
$1.8M
$3.7M
Marketable securities
$601.5M
$669.7M
Accounts receivable, net of allowance for credit losses of $6,847 and $5,510 as of April 30, 2026 and 2025, respectively
$464.4M
$375.6M
Deferred contract acquisition costs
$106.4M
$86.2M
Prepaid expenses and other current assets
$80.4M
$68.3M
Total current assets
$2.0B
$1.9B
Property and equipment, net
$8.6M
$6.6M
Goodwill
$356.4M
$319.4M
$319.4M
Operating lease right-of-use assets
$18.6M
$22.3M
Intangible assets, net
$13.1M
$11.4M
Deferred contract acquisition costs, non-current
$151.0M
$117.8M
Deferred tax assets
$567.3M
$168.0M
Other assets
$14.4M
$16.3M
Total assets
$3.2B
$2.6B
Accounts payable
$8.6M
$17.1M
Accrued expenses and other liabilities
$96.7M
$86.3M
Accrued compensation and benefits
$119.2M
$93.7M
Operating lease liabilities
$6.5M
$8.9M
Deferred revenue
$973.8M
$802.1M
Total current liabilities
$1.2B
$1.0B
Deferred revenue, non-current
$52.5M
$50.3M
Long-term debt, net
$570.9M
$569.7M
Operating lease liabilities, non-current
$14.1M
$16.4M
Other liabilities, non-current
$33.7M
$20.9M
Total liabilities
$1.9B
$1.7B
Preference shares, 0.01 par value; 165,000,000 shares authorized; no shares issued or outstanding as of April 30, 2026 and 2025
$0
$0
Ordinary shares, 0.01 par value; 165,000,000 shares authorized; 108,360,340 shares issued and 104,751,470 shares outstanding as of April 30, 2026; 105,534,887 shares issued and outstanding as of April 30, 2025
$1.2M
$1.1M
Treasury stock, at cost; 3,608,870 shares held as of April 30, 2026; 35,937 shares held as of April 30, 2025
-$275.7M
-$369.0K
Additional paid-in capital
$2.3B
$2.0B
Accumulated other comprehensive loss
-$27.9M
-$23.2M
Accumulated deficit
-$732.0M
-$1.1B
Total shareholders equity
$1.3B
$927.2M
$738.2M
$398.9M
Total liabilities and shareholders equity
$3.2B
$2.6B
Allowance for credit losses
$6.8M
$5.5M
Ordinary shares, par value (in / shares)
0.01 EUR
0.01 EUR
Ordinary shares, shares authorized (in shares)
165.0M shares
165.0M shares
Ordinary shares, shares issued (in shares)
108.4M shares
105.5M shares
Ordinary shares, shares outstanding (in shares)
104.8M shares
105.5M shares
Treasury stock (in shares)
3.6M shares
35.9K shares
Period ending
2026-04-30
2025-04-30
2024-04-30
2023-04-30
Cash and cash equivalents
$768.7M
$727.5M
Restricted cash
$1.8M
$3.7M
Marketable securities
$601.5M
$669.7M
Accounts receivable, net of allowance for credit losses of $6,847 and $5,510 as of April 30, 2026 and 2025, respectively
$464.4M
$375.6M
Deferred contract acquisition costs
$106.4M
$86.2M
Prepaid expenses and other current assets
$80.4M
$68.3M
Total current assets
$2.0B
$1.9B
Property and equipment, net
$8.6M
$6.6M
Goodwill
$356.4M
$319.4M
$319.4M
Operating lease right-of-use assets
$18.6M
$22.3M
Intangible assets, net
$13.1M
$11.4M
Deferred contract acquisition costs, non-current
$151.0M
$117.8M
Deferred tax assets
$567.3M
$168.0M
Other assets
$14.4M
$16.3M
Total assets
$3.2B
$2.6B
Accounts payable
$8.6M
$17.1M
Accrued expenses and other liabilities
$96.7M
$86.3M
Accrued compensation and benefits
$119.2M
$93.7M
Operating lease liabilities
$6.5M
$8.9M
Deferred revenue
$973.8M
$802.1M
Total current liabilities
$1.2B
$1.0B
Deferred revenue, non-current
$52.5M
$50.3M
Long-term debt, net
$570.9M
$569.7M
Operating lease liabilities, non-current
$14.1M
$16.4M
Other liabilities, non-current
$33.7M
$20.9M
Total liabilities
$1.9B
$1.7B
Preference shares, 0.01 par value; 165,000,000 shares authorized; no shares issued or outstanding as of April 30, 2026 and 2025
$0
$0
Ordinary shares, 0.01 par value; 165,000,000 shares authorized; 108,360,340 shares issued and 104,751,470 shares outstanding as of April 30, 2026; 105,534,887 shares issued and outstanding as of April 30, 2025
$1.2M
$1.1M
Treasury stock, at cost; 3,608,870 shares held as of April 30, 2026; 35,937 shares held as of April 30, 2025
-$275.7M
-$369.0K
Additional paid-in capital
$2.3B
$2.0B
Accumulated other comprehensive loss
-$27.9M
-$23.2M
Accumulated deficit
-$732.0M
-$1.1B
Total shareholders equity
$1.3B
$927.2M
$738.2M
$398.9M
Total liabilities and shareholders equity
$3.2B
$2.6B
Allowance for credit losses
$6.8M
$5.5M
Ordinary shares, par value (in / shares)
0.01 EUR
0.01 EUR
Ordinary shares, shares authorized (in shares)
165.0M shares
165.0M shares
Ordinary shares, shares issued (in shares)
108.4M shares
105.5M shares
Ordinary shares, shares outstanding (in shares)
104.8M shares
105.5M shares
Treasury stock (in shares)
3.6M shares
35.9K shares
Cash from operations9101112135$326.9M in 2026Capital spending9101112135$5.1M in 2026+48% since 2019Free cash flow9101112135$321.8M in 2026Share buybacks175$340.1M in 2026
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 3 fiscal years, latest first.5
Period ending
2026-04-30
2025-04-30
2024-04-30
Net income (loss)
$367.8M
-$108.1M
$61.7M
Depreciation and amortization
$11.8M
$12.3M
$18.0M
Amortization of premium and accretion of discount on marketable securities, net
-$3.4M
-$7.2M
-$8.8M
Amortization of deferred contract acquisition costs
$111.1M
$96.7M
$78.5M
Amortization of debt issuance costs
$1.2M
$1.1M
$1.1M
Non-cash operating lease cost
$8.9M
$10.0M
$11.0M
Stock-based compensation expense
$298.4M
$257.8M
$239.1M
Deferred income taxes
-$398.6M
$57.4M
-$217.2M
Unrealized foreign currency transaction loss
$790.0K
$2.2M
$1.9M
Other
$71.0K
$39.0K
-$34.0K
Accounts receivable, net
-$86.8M
-$48.9M
-$63.5M
Deferred contract acquisition costs
-$163.7M
-$106.7M
-$119.8M
Prepaid expenses and other current assets
-$11.7M
-$25.3M
-$2.9M
Other assets
$5.0M
-$10.8M
$1.9M
Accounts payable
-$9.0M
-$9.0M
-$10.0M
Accrued expenses and other liabilities
$11.2M
$9.8M
$18.1M
Accrued compensation and benefits
$25.0M
-$546.0K
$17.4M
Operating lease liabilities
-$9.8M
-$11.9M
-$12.4M
Deferred revenue
$168.6M
$147.1M
$134.6M
Net cash provided by operating activities
$326.9M
$266.2M
$148.8M
Purchases of property and equipment
-$5.1M
-$4.3M
-$3.5M
Business acquisitions, net of cash acquired
-$36.8M
$0
-$19.1M
Purchases of marketable securities
-$528.9M
-$549.6M
-$536.8M
Sales, maturities, and redemptions of marketable securities
$597.4M
$435.3M
$271.4M
Other
-$521.0K
$0
$0
Net cash provided by (used in) investing activities
$26.1M
-$118.7M
-$288.0M
Proceeds from issuance of ordinary shares under employee stock purchase plan
$25.0M
$23.1M
$19.1M
Proceeds from issuance of ordinary shares upon exercise of stock options
$2.8M
$17.9M
$20.9M
Repurchases of ordinary shares
-$340.1M
$0
$0
Net cash (used in) provided by financing activities
-$312.3M
$40.9M
$40.1M
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
-$1.4M
-$322.0K
-$4.4M
Net increase (decrease) in cash, cash equivalents, and restricted cash
$39.3M
$188.1M
-$103.6M
Cash paid for interest
$24.0M
$24.2M
$25.1M
Cash paid for income taxes, net
$28.0M
$22.0M
$24.2M
Cash paid for operating lease liabilities
$10.6M
$13.1M
$14.0M
Property and equipment included in accounts payable
$294.0K
$305.0K
$398.0K
Operating lease right-of-use assets for new lease obligations
Elastic sits at the top of its group. 11 entities, 7 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Elastic
PICTET ASSET MANAGEMENT SAFiled SCHEDULE 13D on Elastic, latest Oct 6, 2026 (5 filings since Jan 26, 2026)
AQR CAPITAL MANAGEMENT LLCFiled SCHEDULE 13G/A on Elastic, latest Aug 13, 2026 (2 filings since Feb 13, 2026)
Elastic International B.V. Subsidiary · Netherlands
Elastic Technologies (India) Private Limited Subsidiary · India
Elastic Technologies (Israel) Ltd. Subsidiary · Israel
Elastic Worldwide B.V. Subsidiary · Netherlands
Elasticsearch B.C. Ltd. Subsidiary · Canada
Elasticsearch Federal Inc. Subsidiary · Delaware, United States
Elasticsearch KK Subsidiary · Japan
Elasticsearch, S.L.U. Subsidiary · Spain
Endgame Systems, LLC. Subsidiary · Delaware, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; subsidiaries, stakes and holdings from Wikidata (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Elastic 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.
As a distributed company, we employ a distributed workforce with offices and employee hubs around the world. All offices are leased and we do not own any real property. We believe that our current facilities are adequate to meet our current needs and that, if needed in the future, suitable additional space will be available either to expand existing offices or hubs or to open offices or hubs in new locations.
In 2004, Shay Banon developed a recipe software application for his wife, who was studying at Le Cordon Bleu. He built Elasticsearch in 2009 and spent three years developing the product along with the open-source community. In 2012, he co-founded the company Elasticsearch with Simon Willnauer, Steven Schuurman, and Uri Boness.
After the company acquired Found in 2015, the company rebranded as Elastic. While the company had been informally referred to as Elastic since its inception, it was not its official name.
In November 2022, Elastic NV laid off 13% of its workforce.
In June 2026, 7% of the global workforce was laid off.
Corporate information
Ordinary shares are listed on the New York Stock Exchange (“NYSE”) under the trading symbol “ESTC.”
The company is headquartered in Amsterdam, the Netherlands.
Software developed by the company includes Elasticsearch, Kibana, Beats, and Logstash. As a stack, these have been referred to by the company as the Elastic Stack or ELK Stack.
The company also offers Elastic Cloud as an SaaS, and Elastic Cloud Enterprise (ECE).
Elasticsearch technology is used by eBay, Wikipedia, Yelp, Uber, Lyft, Tinder, and Netflix.
The company also offers Search AI Lake and related services to provide ElasticSearch services for large data lakes.
Nov 19, 2026Reports results for the quarter ending Oct/2026 A year earlier it reported ($0.06) a share, on Nov 20, 2025.56
When it reported results
Aug 27, 2026Reported quarterly or annual results45
May 28, 2026Reported quarterly or annual results48
Feb 26, 2026Reported quarterly or annual results49
Nov 20, 2025Reported quarterly or annual results50
Aug 28, 2025Reported quarterly or annual results54
May 29, 2025Reported quarterly or annual results55
Feb 27, 2025Reported quarterly or annual results57
Nov 21, 2024Reported quarterly or annual results58
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
492 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 37 major events, 212 insider forms, 41 large holders, 182 other. The latest 20:
175 open-market trades by officers, directors and large owners since October 2021: 2 buys and 173 sales. Grants, option exercises and gifts are left out.
Steven SchuurmanSCHEDULE 13G/A, 5 filings Feb 11, 2022 to Feb 13, 202566
FMR LLCSCHEDULE 13G/A, 4 filings Feb 9, 2022 to Feb 12, 202567
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.
From the cover page of the 10-K filed Jun 8, 2026 (Section 12(b) of the Exchange Act).19
Risk factors and legal proceedings
The risks Elastic names in Item 1A of its 10-K filed Jun 8, 2026: 72 risks under these headings, as written.19
A description of the risks and uncertainties associated with our business, industry, and ownership of our ordinary shares is set forth below. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that could adversely affect our business, financial condition, operating results, and prospects.
Risks Related to our Business and Industry
Our business and operations have experienced significant growth, and if we do not appropriately manage our future growth or are unable to improve our systems and processes, our business, financial condition, results of operations, and prospects may be adversely affected.
We have a history of losses and may not be able to achieve profitability on a consistent basis.
Unfavorable or uncertain conditions in our industry or the global economy or reductions in IT spending, including as a result of adverse macroeconomic conditions, international trade policies, or geopolitical conflicts, could limit our ability to grow our business and negatively affect our results of operations.
Our business, reputation, or financial results may be adversely affected by any failure by us to be successful in our AI initiatives, by significant competition we face in the AI landscape, and by uncertain market understanding and valuation of AI and machine learning technologies.
Ethical and regulatory issues relating to the use of AI and similar evolving technologies in our offerings may result in new or enhanced governmental or regulatory scrutiny, reputational harm, damage to our competitive position, and liability.
The use of AI by our workforce may present risks to our business.
If we experience a security incident, or if unauthorized access to or other unauthorized processing of confidential information, including personal data, otherwise occurs, our software may be perceived as not being secure, customers may reduce the use of or stop using our products, and we may incur significant liabilities.
Our revenue growth rate may decline or even become negative if we are unable to increase sales of our subscriptions to new customers, sell additional subscriptions to our existing customers or renew current subscriptions, or expand the value of our existing customers’ subscriptions.
We may not be able to expand adoption of or realize expected return on investments in our cloud-based offerings.
Our operating results are likely to fluctuate from quarter to quarter, and our financial results in any one quarter should not be relied upon as indicative of future performance.
The other 61 risks
Seasonality in our sales cycle causes fluctuations in our results of operations.
Our consumption-based arrangements for our Elastic Cloud offerings make it difficult to predict accurately the long-term rate of customer adoption or renewal, or the impact those arrangements will have on our near-term or long-term revenue or operating results.
If we are not able to maintain and enhance our brand, especially among developers and executives with budgetary control, our ability to expand our customer base will be impaired and our business and operating results may be adversely affected.
We may not be able to compete successfully against current and future competitors.
If we are not able to keep pace with technological and competitive developments, our performance may be negatively affected.
The length of our sales cycle can be unpredictable, particularly with respect to sales through our channel partners or sales to large customers, and our sales efforts may require considerable time and expense, which could negatively affect our cash flows and results of operations.
Because we recognize the vast majority of the revenue from subscriptions, either based on actual consumption or ratably over the term of the relevant subscription period, downturns or upturns in sales are not immediately reflected in full in our results of operations.
We expect our revenue mix to vary over time, which could harm our gross margin and operating results.
The loss of one or more members of our senior management and other key employees or an inability to attract and retain highly skilled employees could harm our business.
If we do not effectively develop and expand our sales and marketing capabilities, including expanding, training, and compensating our sales force, we may be unable to add new customers, increase sales to existing customers or expand the value of our existing customers’ subscriptions.
Our failure to offer high-quality customer support could have an adverse effect on our business and results of operations.
We may not be able to realize the benefits of our marketing strategies to offer some of our product features free of charge and to provide free trials of some of our paid features.
Our international operations and expansion expose us to a variety of risks.
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 are exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition and results of operations.
Any need by us to raise additional capital or generate the significant capital necessary to expand our operations and invest in new offerings could limit our ability to compete and could harm our business.
We are subject to risks associated with our sales to government entities.
Our operations, financial results and growth prospects could be adversely affected if we are unable to maintain successful relationships with our partners, or if our partners fail to perform.
We could be negatively impacted if the source code licenses under which some of our software is licensed are not enforceable.
If third parties offer inadequate or defective implementations of software that we have previously made available under an open source license, we could experience lost sales and lack of market acceptance of our products.
Limited technological barriers to entry into the markets in which we compete may facilitate entry by other enterprises into our markets to compete with us.
A real or perceived defect, security vulnerability, error, or performance failure in our software could cause us to lose revenue, damage our reputation, and expose us to liability.
Interruptions or performance problems associated with our technology and infrastructure, and our reliance on technologies from third parties, may adversely affect our operations and financial results.
Incorrect implementation or use of our software, or our customers’ failure to update our software, could result in customer dissatisfaction and negatively affect our reputation and growth prospects.
If our website fails to rank prominently in unpaid (organic) search results, traffic to our website could decline and our financial results could be adversely affected.
Our operations and sales performance could be disrupted if we fail to maintain satisfactory relationships with third-party service providers on which we rely for many aspects of our business.
Failure to establish, maintain and protect our proprietary technology and intellectual property rights could substantially harm our business and results of operations.
We could incur substantial costs as a result of any claim of infringement, misappropriation, or violation of another party’s intellectual property rights.
Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, misappropriation, violation, and other losses.
Our use of third-party open source software within our products could negatively affect our ability to sell our products and subject us to litigation.
Risks Related to Taxation
Unanticipated changes in effective tax rates could expose us to greater than anticipated tax liabilities.
The applicability of sales, use, and other indirect tax laws or regulations on our business is uncertain. Tax laws or regulations could be enacted or existing laws could be applied to us or our customers, which could subject us to additional tax liability and related interest and penalties, increase the costs of our services and adversely impact our business.
Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions under which we could be obligated to pay additional taxes.
Our ability to use our NOL carryforwards to offset future taxable income may be subject to certain limitations.
U.S. persons who hold our ordinary shares may suffer adverse tax consequences if we are characterized as a passive foreign investment company.
We may not be able to make distributions or repurchase our shares without subjecting our shareholders to Dutch withholding tax.
If we cease to be a Dutch tax resident for the purposes of a tax treaty concluded by the Netherlands and in certain other events, we could potentially be subject to a proposed Dutch dividend withholding tax in respect of a deemed distribution of our entire market value less paid-up capital.
Risks Related to Regulatory Matters
Any actual or perceived failure by us to comply with government or other obligations related to privacy, data protection, and information security could adversely affect our business.
We are subject to governmental export and import controls and economic sanctions programs that could impair our ability to compete in international markets or subject us to liability if we violate these controls.
Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws could subject us to penalties and other adverse consequences.
Risks Related to Ownership of our Ordinary Shares
The market price for our ordinary shares has been and is likely to continue to be volatile or may decline regardless of our operating performance.
We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, which would cause our stock price to decline.
The concentration of our share ownership with insiders will likely limit your ability to influence corporate matters, including the ability to influence the outcome of director elections and other matters requiring shareholder approval.
The issuance of additional ordinary shares in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute all other shareholders.
Certain holders of our ordinary shares may not be able to exercise pre-emptive rights and as a result may experience substantial dilution upon future issuances of ordinary shares.
Sales of substantial amounts of our ordinary shares in the public markets, or the perception that they might occur, could reduce the price that our ordinary shares might otherwise attain.
Certain anti-takeover provisions in our articles of association and under Dutch law may prevent or could make an acquisition of our company more difficult, limit attempts by our shareholders to replace or remove members of our board of directors and may adversely affect the market price of our ordinary shares.
We are subject to the Dutch Corporate Governance Code but do not comply with all the suggested governance provisions of that code, which may affect your rights as a shareholder.
We do not intend to pay cash dividends in the foreseeable future, so your ability to achieve a return on your investment will depend upon appreciation in the price of our ordinary shares.
Claims of U.S. civil liabilities may not be enforceable against us.
Share repurchases under our share repurchase program may not be fully consummated and could increase the volatility of the trading price of our ordinary shares and diminish our cash reserves.
If industry or financial analysts do not publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding our ordinary shares, our share price and trading volume could decline, which could adversely affect our business.
If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could be adversely affected.
Risks Related to our Outstanding Senior Notes
We have a substantial amount of indebtedness, which could adversely affect our financial condition.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
The indenture that governs the Senior Notes contains, and any of our future debt instruments may contain, terms which restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
We may be required to repurchase some of the Senior Notes upon a change of control triggering event.
General Risk Factors
We may not benefit from our acquisition strategy.
Catastrophic events, or man-made events such as terrorism or war, may disrupt our business.
Our reputation and/or business could be negatively impacted by ESG matters and/or our reporting of such matters.
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our ordinary shares may decline, which could adversely affect our business.
Legal proceedings
The information required by this Item is incorporated herein by reference to Part II, Item 8. “Financial Statements and Supplementary Data,” Note 8, “Commitments and Contingencies—Legal Matters” of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
From time to time, we may be subject to legal proceedings and claims that arise in the ordinary course of business, including patent, commercial, product liability, employment, class action, whistleblower and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. In addition, third parties from time to time may assert claims against us in the form of letters and other communications. We are currently not a party to any legal proceedings that, if determined adversely to us, would individually or taken together, in our opinion, have a material adverse effect on our business, results of operations, financial condition or cash flows. Future litigation may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, such litigation could have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
