Magnite Inc. (formerly Rubicon Project) is an American online advertising technology firm based in Los Angeles, California. The company was formed following a merger between Rubicon Project and Telaria in 2020.3 Its shares trade on Nasdaq under the symbol MGNI.1Wikipedia text CC BY-SA 4.0
Magnite Inc. (formerly Rubicon Project) is an American online advertising technology firm based in Los Angeles, California. The company was formed following a merger between Rubicon Project and Telaria in 2020.3
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Revenue91011128$714.0M in 2025+356% since 2019Operating income91011128$97.6M in 2025Net income91011128$144.6M in 2025
Revenue1314$192.8M in Q2 FY2026+17% since Q1 FY2026Operating income1314$31.2M in Q2 FY2026+304% since Q1 FY2026Net income1314$19.4M in Q2 FY2026+339% since Q1 FY2026
Every line of the income statement as filed: the last 3 fiscal years, latest first.8
Period ending
2025-12-31
2024-12-31
2023-12-31
Revenue
$714.0M
$668.2M
$619.7M
Cost of revenue
$266.6M
$258.8M
$409.9M
Sales and marketing
$171.7M
$166.1M
$174.0M
Technology and development
$84.7M
$95.2M
$94.3M
General and administrative
$93.2M
$96.9M
$89.0M
Merger, acquisition, and restructuring costs
$162.0K
$0
$7.5M
Total expenses
$616.4M
$617.1M
$774.7M
Income (loss) from operations
$97.6M
$51.1M
-$155.0M
Interest expense, net
$18.9M
$27.0M
$32.4M
Foreign exchange (gain) loss, net
$7.0M
-$5.1M
$2.0M
(Gain) loss on extinguishment of debt
$2.2M
$7.7M
-$26.5M
Other income
-$1.1M
-$5.1M
-$5.3M
Total other expense, net
$27.0M
$24.6M
$2.5M
Income (loss) before income taxes
$70.6M
$26.5M
-$157.5M
Provision (benefit) for income taxes
-$74.0M
$3.7M
$1.6M
Net income (loss)
$144.6M
$22.8M
-$159.2M
Basic (in USD per share)
$1.01
$0.16
-$1.17
Diluted (in USD per share)
$0.95
$0.16
-$1.17
Basic (in shares)
142.6M shares
140.6M shares
136.6M shares
Diluted (in shares)
153.8M shares
146.8M shares
136.6M shares
No quarter-by-quarter statement was filed.
Total assets1591011128$3.2B in 2025+701% since 2019Total liabilities1591011128$2.2B in 2025+692% since 2019Shareholders’ equity1011128$922.4M in 2025+724% since 2019Cash91011128$553.4M in 2025+523% since 2019Long-term debt91011128$347.7M in 2025
Total assets1314$3.0B in Q2 FY2026−4% since Q1 FY2025Total liabilities1314$2.1B in Q2 FY2026−6% since Q1 FY2025Shareholders’ equity1314$936.3M in Q2 FY2026+2% since Q1 FY2025Cash1314$332.6M in Q2 FY2026−40% since Q1 FY2025Long-term debt1314$346.8M in Q2 FY2026−0% since Q1 FY2025
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.8
Period ending
2025-12-31
2024-12-31
2023-12-31
2022-12-31
Cash and cash equivalents
$553.4M
$483.2M
Accounts receivable, net
$1.3B
$1.2B
Prepaid expenses and other current assets
$26.3M
$19.9M
TOTAL CURRENT ASSETS
$1.9B
$1.7B
Property and equipment, net
$108.5M
$68.7M
Right-of-use lease assets
$66.6M
$50.3M
Internal use software development costs, net
$28.8M
$26.6M
Intangible assets, net
$12.4M
$21.3M
Goodwill
$983.9M
$978.2M
$978.2M
Other assets, non-current
$82.5M
$6.4M
TOTAL ASSETS
$3.2B
$2.9B
Accounts payable and accrued expenses
$1.6B
$1.5B
Lease liabilities, current
$20.2M
$16.1M
Debt, current, net of debt issuance costs
$208.4M
$3.6M
Other current liabilities
$5.5M
$9.9M
TOTAL CURRENT LIABILITIES
$1.8B
$1.5B
Debt, non-current, net of debt discount and issuance costs
$347.7M
$550.1M
Lease liabilities, non-current
$50.1M
$39.0M
Other liabilities, non-current
$2.5M
$1.5M
TOTAL LIABILITIES
$2.2B
$2.1B
Preferred stock, $0.00001 par value, 10,000 shares authorized at December 31, 2025 and December 31, 2024; 0 shares issued and outstanding at December 31, 2025 and December 31, 2024
$0
$0
Common stock, $0.00001 par value; 500,000 shares authorized at December 31, 2025 and December 31, 2024; 142,964 and 141,427 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively
$2.0K
$2.0K
Additional paid-in capital
$1.4B
$1.4B
Accumulated other comprehensive loss
-$1.5M
-$4.4M
Accumulated deficit
-$516.6M
-$661.2M
TOTAL STOCKHOLDERS' EQUITY
$922.4M
$768.2M
$701.7M
$791.3M
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$3.2B
$2.9B
Preferred stock, par value (in dollars per share)
$0.00
$0.00
Preferred stock, shares authorized (in shares)
10.0M shares
10.0M shares
Preferred stock, shares issued (in shares)
0 shares
0 shares
Preferred stock, shares outstanding (in shares)
0 shares
0 shares
Common stock, par value (in dollars per share)
$0.00
$0.00
Common stock, shares authorized (in shares)
500.0M shares
500.0M shares
Common stock, shares, issued (in shares)
143.0M shares
141.4M shares
Common stock, shares, outstanding (in shares)
143.0M shares
141.4M shares
Period ending
2025-12-31
2024-12-31
2023-12-31
2022-12-31
Cash and cash equivalents
$553.4M
$483.2M
Accounts receivable, net
$1.3B
$1.2B
Prepaid expenses and other current assets
$26.3M
$19.9M
TOTAL CURRENT ASSETS
$1.9B
$1.7B
Property and equipment, net
$108.5M
$68.7M
Right-of-use lease assets
$66.6M
$50.3M
Internal use software development costs, net
$28.8M
$26.6M
Intangible assets, net
$12.4M
$21.3M
Goodwill
$983.9M
$978.2M
$978.2M
Other assets, non-current
$82.5M
$6.4M
TOTAL ASSETS
$3.2B
$2.9B
Accounts payable and accrued expenses
$1.6B
$1.5B
Lease liabilities, current
$20.2M
$16.1M
Debt, current, net of debt issuance costs
$208.4M
$3.6M
Other current liabilities
$5.5M
$9.9M
TOTAL CURRENT LIABILITIES
$1.8B
$1.5B
Debt, non-current, net of debt discount and issuance costs
$347.7M
$550.1M
Lease liabilities, non-current
$50.1M
$39.0M
Other liabilities, non-current
$2.5M
$1.5M
TOTAL LIABILITIES
$2.2B
$2.1B
Preferred stock, $0.00001 par value, 10,000 shares authorized at December 31, 2025 and December 31, 2024; 0 shares issued and outstanding at December 31, 2025 and December 31, 2024
$0
$0
Common stock, $0.00001 par value; 500,000 shares authorized at December 31, 2025 and December 31, 2024; 142,964 and 141,427 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively
$2.0K
$2.0K
Additional paid-in capital
$1.4B
$1.4B
Accumulated other comprehensive loss
-$1.5M
-$4.4M
Accumulated deficit
-$516.6M
-$661.2M
TOTAL STOCKHOLDERS' EQUITY
$922.4M
$768.2M
$701.7M
$791.3M
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$3.2B
$2.9B
Preferred stock, par value (in dollars per share)
$0.00
$0.00
Preferred stock, shares authorized (in shares)
10.0M shares
10.0M shares
Preferred stock, shares issued (in shares)
0 shares
0 shares
Preferred stock, shares outstanding (in shares)
0 shares
0 shares
Common stock, par value (in dollars per share)
$0.00
$0.00
Common stock, shares authorized (in shares)
500.0M shares
500.0M shares
Common stock, shares, issued (in shares)
143.0M shares
141.4M shares
Common stock, shares, outstanding (in shares)
143.0M shares
141.4M shares
Cash from operations91011128$236.2M in 2025+638% since 2019Capital spending91011128$70.5M in 2025+517% since 2019Free cash flow91011128$165.6M in 2025+706% since 2019Share buybacks91011128$46.3M in 2025
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.8
Period ending
2025-12-31
2024-12-31
2023-12-31
Net income (loss)
$144.6M
$22.8M
-$159.2M
Depreciation and amortization
$53.7M
$58.5M
$240.8M
Stock-based compensation
$76.6M
$76.5M
$72.6M
(Gain) loss on extinguishment of debt
$2.2M
$7.7M
-$26.5M
Provision for doubtful accounts
$1.1M
$587.0K
$4.7M
Amortization of debt discount and issuance costs
$3.6M
$4.1M
$6.3M
Non-cash lease expense
-$1.5M
-$4.8M
-$1.7M
Deferred income taxes
-$78.2M
$95.0K
-$2.4M
Unrealized foreign currency (gain) loss, net
$5.6M
-$7.0M
$1.3M
Other items, net
$124.0K
$23.0K
$3.0M
Accounts receivable
-$103.8M
-$26.0M
-$220.1M
Prepaid expenses and other assets
-$6.4M
$2.0M
$1.0M
Accounts payable and accrued expenses
$142.6M
$97.4M
$294.7M
Other liabilities
-$4.1M
$3.3M
-$112.0K
Net cash provided by operating activities
$236.2M
$235.2M
$214.4M
Purchases of property and equipment
-$70.5M
-$32.8M
-$26.8M
Capitalized internal use software development costs
-$13.8M
-$14.3M
-$10.6M
Mergers and acquisitions, net of indemnification claims holdback
-$8.1M
$0
$0
Other investing activities
-$362.0K
-$432.0K
$0
Net cash used in investing activities
-$92.8M
-$47.5M
-$37.4M
Proceeds from the term loan facility refinancing and repricing activities, net of debt discount
$92.6M
$413.5M
$0
Repayment of the term loan facility from refinancing and repricing activities
-$92.6M
-$403.1M
$0
Payment for debt issuance costs
-$159.0K
-$4.5M
$0
Repurchase of Convertible Senior Notes
$0
$0
-$165.5M
Proceeds from exercise of stock options
$3.1M
$572.0K
$2.2M
Proceeds from issuance of common stock under employee stock purchase plan
$3.9M
$3.6M
$3.5M
Taxes paid related to net share settlement
-$32.9M
-$22.5M
-$11.8M
Purchase of treasury stock
-$46.3M
-$14.6M
$0
Repayment of finance leases
$0
$0
-$276.0K
Payment of indemnification claims holdback
$0
$0
-$2.3M
Net cash used in financing activities
-$75.1M
-$28.9M
-$177.8M
EFFECT OF EXCHANGE RATE CHANGES ON CASH, AND CASH EQUIVALENTS
$1.8M
-$1.8M
$575.0K
CHANGE IN CASH AND CASH EQUIVALENTS
$70.1M
$157.0M
-$283.0K
Cash paid for income taxes
$3.8M
$3.9M
$5.4M
Cash paid for interest
$28.2M
$36.9M
$37.0M
Capitalized assets financed by accounts payable and accrued expenses and other liabilities
$438.0K
$6.7M
$1.7M
Capitalized stock-based compensation
$2.1M
$2.5M
$2.0M
Operating lease right-of-use assets obtained in exchange for operating lease liabilities
$37.6M
$13.6M
$4.0M
Operating lease right-of-use assets reduction and corresponding non-cash adjustment to operating lease liabilities
Magnite Inc sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Magnite Inc
Wellington Management CompanyFiled SCHEDULE 13G/A on Magnite Inc, latest Aug 13, 2026 (2 filings since Feb 10, 2026)
FMR LLCFiled SCHEDULE 13G on Magnite Inc, latest Aug 6, 2026 (9 filings since Feb 9, 2022)
BlackRockFiled SC 13G/A on Magnite Inc, latest Jan 26, 2024 (3 filings since Feb 3, 2022)
Edenbrook Capital, LLCFiled SC 13D/A on Magnite Inc, latest Jul 14, 2023 (2 filings since Nov 10, 2022)
Magnite IncNew York, New York, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Magnite 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.
Our corporate headquarters are located in New York, New York, where we occupy office space totaling approximately 54,080 square feet under leases that expire in 2038. We use these facilities for our principal administration, sales and marketing, technology and development, and engineering activities.
We also have an office in Los Angeles under a lease that expires in 2032 that is approximately 38,754 square feet and lease additional offices and maintain data centers in other locations in North America, South America, Europe, Australia, and Asia. We believe that our current facilities are adequate to meet our current needs, and that, if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms.
Rubicon Project was founded in 2007 by Frank Addante, Craig Roah, Duc Chau and Julie Mattern, who had previously worked together at L90/adMonitor, an online advertising network.
By April 2009, the company had raised $33 million in venture funding led by Clearstone Venture Partners, IDG Ventures Asia and Mayfield Fund. The company also secured $8 million in venture debt from Silicon Valley Bank.
In February 2014, Rubicon Project filed for an IPO and went public in April 2014 opening at over $20 per share. The stock fell back to about $16 per share later in the month.
In March 2014, the company was named number two on the top Ad Exchange Entities by comScore.
In February 2017, the company released its president and several other top executives. On March 14, 2017, CEO and founder Frank Addante stepped down from his position to take the role of chairman. The company announced Michael Barrett, previously the chief executive of mobile advertising marketplace Millennial Media and chief revenue officer at Yahoo!, would be the new chief executive.
In May 2024, Netflix announced its first expansion of its advertising partnerships to include Magnite, The Trade Desk and Google DV360.
On May 19, 2025, OSN has chosen Magnite, the independent sell-side advertising company, to power its new “Advanced TV” advertising solution. This marks the first time OSN will offer addressable advertising across its set-top box (STB) linear broadcast and video-on-demand (VOD) inventory. Using Magnite’s SpringServe video platform, targeted ads will now be delivered to OSN set-top boxes across the MENA region.
In September 2025, Magnite filed a lawsuit against Google over alleged monopolistic and anticompetitive behavior.
In September 2009, the Rubicon Project acquired OthersOnline, an audience profiling technology company based in Seattle.
In May 2010, the company bought Site Scout, a malware detection company also based in Seattle.
In October 2010, the company acquired Fox Audience Network from News Corp in return for a minority stake in the company. It also received $18 million in additional funding led by Peacock Equity, the venture division of NBC Universal.
In May 2012, Rubicon Project acquired Mobsmith, a mobile technology company.
Read the full text
In August 2012, the company became the top-ranked online advertising company in terms of reach, with a 96.2% audience share, according to rankings provided by ComScore. This placed Rubicon ahead of Google for the first time, and also ahead of other competitors such as AOL and AT&T.
In October 2019, Rubicon Project acquired RTK.io, a header bidding startup for $11 million.
Merger with Telaria
In December 2019, Rubicon Project and Telaria announced a merger. Shareholders of Telaria and Rubicon project approved the merger on March 30, 2020, and the merger was completed on April 1.
While the two businesses initially fell under Rubicon Project and operated as two separate brands, the company rebranded under the name Magnite in June 2020. The merger made Magnite the world's largest independent omnichannel sell-side platform.
Recent acquisitions
In February 2021, Magnite acquired SpotX from European entertainment network RTL Group for $1.17 billion in cash and stock.
In September 2025, Magnite acquired Streamr.ai, a company that specializes in the development of AI-generated assets for small businesses' CTV campaigns.
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
695 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 40 major events, 401 insider forms, 32 large holders, 202 other. The latest 20:
203 open-market trades by officers, directors and large owners since October 2021: 3 buys and 200 sales. Grants, option exercises and gifts are left out.
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.
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.
From the cover page of the 10-K filed Feb 25, 2026 (Section 12(b) of the Exchange Act).16
Risk factors and legal proceedings
The risks Magnite Inc names in Item 1A of its 10-K filed Feb 25, 2026: 59 risks under these headings, as written.16
Risks Related to Our Business, Growth Prospects and Operating Results
Our revenue and operating results are highly dependent on the overall demand for advertising and any macroeconomic challenges may adversely affect our business, financial position, results of operations and/or cash flows.
We operate in an intensely competitive market that includes companies that have greater financial, technical and marketing resources than we do.
Our contracts with buyers and sellers are generally not exclusive, may be terminated upon relatively short notice, and generally do not require minimum volumes or long-term commitments. If buyers or sellers representing a significant portion of the demand or inventory in our marketplace decide to materially reduce the use of our solution, we could experience an immediate and significant decline in our revenue and profitability and harm to our business.
If CTV advertising spend grows more slowly than we expect, or growth occurs disproportionately through platforms that we cannot access, our operating results and growth prospects could be harmed.
Programmatic advertising presents unique challenges for CTV sellers, and CTV sellers may not adopt or may be slow to adopt programmatic solutions that transact in biddable auction environments.
We may not be able to maintain or increase access to the CTV advertising inventory monetized through our platform on terms acceptable to us, and our efforts to maintain such access may subject us to an increased risk of losses.
The digital advertising market, and our business, may be negatively impacted by advancements in AI.
AI may significantly affect the competitive dynamics of our industry, and failure to effectively build AI features into our platform could adversely affect our results of operations.
We may be ineffective in using AI to realize internal efficiencies, which could result in higher operating costs and decreased margins.
The regulatory landscape governing AI is still developing, and our use of third party AI tools may result in increased legal and regulatory scrutiny, litigation, and reputational harm.
We may be unsuccessful in our Supply Path Optimization efforts.
The other 48 risks
Our technology development efforts may be inefficient or ineffective, which may impair our ability to attract buyers and sellers.
We must increase the scale and efficiency of our technology infrastructure to support our growth and transaction volumes.
The emergence of header bidding has increased competition from other demand sources and may cause infrastructure strain and added cost.
To the extent our access to mobile inventory is limited by third-party technology or lack of direct relationships with mobile sellers, our ability to grow our business will be impaired.
Fee issues have in the past and could in the future have a material adverse effect on our business.
Our take rates may be difficult to forecast and may decrease in future periods; any decrease in our take rates may result in a decrease in our revenue notwithstanding an increase in the amount of spend transacted through our platform.
We have a history of losses and we face many risks that may prevent us from achieving or sustaining profitability in the future.
Our business and the businesses of our advertiser clients may be subject to sales and use tax, value-added/goods and services, advertising, digital services, withholding and other taxes.
As a result of various factors, our operating results have in the past and may in the future fluctuate significantly, be difficult to predict, and fall below analysts' and investors' expectations.
Any acquisitions we undertake in the future may disrupt our business, adversely affect operations, dilute stockholders, and expose us to costs and liabilities, and we may not achieve the anticipated benefits or synergies of such transactions.
We must provide value to both buyers and sellers of advertising without being perceived as favoring one over the other or being perceived as competing with them through our service offerings.
We rely on buyers to purchase advertising on behalf of advertisers. Such buyers may have or develop high-risk credit profiles or pay slowly, which may result in credit risk to us or require additional working capital to fund our accounts payable. In addition, direct billing arrangements between buyers and sellers may result in unfavorable fee dynamics and increased working capital demands.
We rely on buyers and sellers to abide by contractual requirements and relevant laws, rules, and regulations when using our solution. The acts or omissions of buyers or sellers, or our own failure to meet advertising and inventory content standards and provide services that our buyers and sellers trust, could harm our brand and reputation and those of our partners, and negatively impact our business, financial condition and results of operations.
Our sales efforts with buyers and sellers may require significant time and expense and may not yield the results we seek.
Our business relationships expose us to risk of substantial liability for contract breach, violation of laws and regulations, intellectual property infringement and other losses, and our contractual indemnities and limitations of liability may not protect us adequately.
Our solution relies on third-party open source software components. Failure to comply with the terms of the underlying open source software licenses could expose us to liabilities, and the combination of certain open source software with code that we develop could compromise the proprietary nature of our solution.
Risks Related to Our Collection, Use and Disclosure of Data
Our business depends on our ability to collect, use, and disclose data to deliver advertisements. Any limitation imposed on our collection, use or disclosure of this data could significantly diminish the value of our solution and cause us to lose sellers, buyers, and revenue. Proliferation of consumer tools, regulatory restrictions and technological limitations all threaten our ability to use and disclose data.
If third-party cookies are replaced by alternative tracking mechanisms, our performance may decline and we may lose buyers and revenue.
Our belief that the elimination of third-party cookies will lead to an increased use of first-party publisher data may be incorrect.
Risks Related to Regulation
More legislation and regulation of digital businesses, including privacy and data protection regimes, could create unexpected additional costs, subject us to enforcement actions for compliance failures, or cause us to change our technology solution or business model, which may have an adverse effect on the demand for our solution.
The GDPR and UK GDPR impose strict requirements for transferring personal data from the European Economic Area and United Kingdom to the United States and other countries, and regulatory guidance and case law on international transfers is continually evolving; this increases uncertainty and may require us to change our EEA and UK data practices and/or change our technology solution or business model, which may in turn adversely affect demand for our solution.
The GDPR imposes requirements for end user consent or opt-out that may cause us to incur additional or unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change our service or business model, which may have a material adverse effect on our business.
We are subject to regulation with respect to political advertising, which lacks clarity and uniformity.
Issues related to industry self-regulation could harm our brand, reputation, and our business.
Our litigation with Google LLC presents potential risks that could adversely affect our business, results of operations and financial condition.
Risks Related to Our Operations
Real or perceived errors or failures in the operation of our solution could damage our reputation and impair our sales.
Various risks could interrupt access to our network infrastructure or data, exposing us to significant costs and other liabilities.
Any breach of our computer systems or confidential data in our possession could expose us to significant expense and liabilities and harm our reputation.
Failure to detect or prevent fraud, intrusion of malware through our platform into the systems or devices of our clients and their customers, or other actions that impact the integrity of our solution or advertisement performance, could cause sellers and buyers to lose confidence in our solution and expose us to legal claims, which would cause our business to suffer. If we terminate relationships with sellers as a result of our screening efforts, our volume of paid impressions may decline.
Failure to maintain the brand security features of our solution or handle viewability issues well could harm our reputation and expose us to liabilities.
If we fail to attract, motivate, train, and retain highly qualified engineering, marketing, sales and management personnel, our ability to execute our business strategy could be impaired.
Our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our solution without compensating us, thereby eroding our competitive advantages and harming our business.
Risks Related to Financing Arrangements
Our financing of the SpotX, Inc. ("SpotX") acquisition and subsequent refinancing significantly increased our leverage, which may put us at greater risk of defaulting on our debt obligations and limit our ability to conduct necessary operating activities, make strategic investments, respond to changing market conditions, or obtain future financing on favorable terms.
Our New Credit Agreement subjects us to operating restrictions and financial covenants that impose risk of default and may restrict our business and financing activities.
Conversion of our Convertible Senior Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their Convertible Senior Notes, or may otherwise depress the price of our common stock.
The Capped Call Transactions may affect the value of the Convertible Senior Notes and our common stock.
We are subject to counterparty risk with respect to the Capped Call Transactions.
The conditional conversion feature of the Convertible Senior Notes, if triggered, may adversely affect our financial condition and operating results.
Provisions in the indenture for the Convertible Senior Notes may deter or prevent a business combination that may be favorable to our stockholders.
Risks Related to Our International Business Strategy.
Our international operations require increased expenditures and impose additional risks and compliance imperatives, and failure to successfully execute our international plans will adversely affect our growth and operating results.
Operating in multiple countries requires us to comply with different legal and regulatory requirements.
Risks Related to Our Internal Controls and Finances
If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations. If our internal control over financial reporting is not effective, it may adversely affect investor confidence in us and the price of our common stock.
Our ability to use our net operating losses and tax credit carryforwards to offset future taxable income may be subject to certain limitations, which could result in higher tax liabilities.
We may require additional capital to support our business or to refinance our existing debt obligations as they come due, and such capital might not be available on terms acceptable to us, if at all. Inability to obtain financing could limit our ability to conduct necessary operating activities, make strategic investments or repay or refinance our existing debt obligations.
Risks Related to the Securities Markets and Ownership of our Common Stock
The price of our common stock has been and may continue to be volatile and the value of an investment in our common stock could decline.
We cannot guarantee that our repurchase program will enhance shareholder value, and repurchases could affect the price of our common stock and Convertible Senior Notes.
Provisions of our charter documents and Delaware law may inhibit a potential acquisition of the company and limit the ability of stockholders to cause changes in company management.
Legal proceedings
We and our subsidiaries may from time to time be parties to legal or regulatory proceedings, lawsuits and other claims incident to our business activities and to our status as a public company. Such routine matters may include, among other things, assertions of contract breach or intellectual property infringement, claims for indemnity arising in the course of our business, claims relating to our collection or use of data, regulatory investigations, audits by taxing authorities, or enforcement proceedings, and claims by persons whose employment has been terminated. For example, we have recently been subject to class action lawsuits alleging violations of various privacy statutes. Additionally, on September 16, 2025, we filed the Google Action. For additional information, refer to the "Regulatory Developments and Google Litigation" section in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, we are unable to ascertain the ultimate aggregate amount of monetary liability or awards, amounts which may be covered by insurance or recoverable from third parties, or the financial impact with respect to such matters as of December 31, 2025. However, based on our knowledge as of December 31, 2025, we believe that the final resolution of such matters pending at the time of this report, individually and in the aggregate, will not have a material adverse effect upon our consolidated financial position, results of operations or cash flows.
Refer to Note 13—"Commitments and Contingencies" for additional information related to legal proceedings.
