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Onterris, Inc.

Onterris, Inc. is an American management consulting services company based in North Little Rock.2

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Last updated Oct 21, 2026.

Overview

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  • TickerONT on NYSE2
  • IndustryServices-Management Consulting Services2
  • HeadquartersNorth Little Rock, United States2
  • Incorporated inDE3
  • Business address4 Park Plaza, Suite 790, Irvine, Ca 926143
  • Filer categoryLarge accelerated filer3
  • Legal formCorporation2
  • LEI254900ASI8K3LUB8Q9582
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 54382342

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Since our inception in 2012, our mission has been to help clients and communities meet their environmental goals and needs. We service complex and often non-discretionary environmental needs of our diverse clients across our three business segments: Assessment, Permitting and Response; Measurement and Analysis; and Remediation and Reuse. Examples of our services include: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 2025

1.4%Operating margin6
-0.1%Net margin6
19.3%Revenue growth, 20256
-0.2%Return on equity6
0.61×Debt to equity6
$91.2MFree cash flow6

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue60¢$496.2M
  • Selling, general and admin33¢$270.8M
  • Other costs6¢$51.5M
  • Income tax1¢$12.1M

Out of $830.5M in revenue.6 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending15¢$16.3M
  • Dividends paid4¢$4.2M
  • Kept or used elsewhere81¢$87.0M

Out of $107.5M of cash from operations.6

Financial statements

Revenue789106$830.5M in 2025+255% since 2019
0$250.0M$500.0M$750.0M$1.0B2019: $233.9M$233.9M20192020: $328.2M$328.2M2020+40%2021: $546.4M$546.4M2021+66%2022: $544.4M$544.4M2022−0%2023: $624.2M$624.2M2023+15%2024: $696.4M$696.4M2024+12%2025: $830.5M$830.5M2025+19%
Operating income789106$11.7M in 2025
-$40.0M-$20.0M0$20.0M2019: -$8.9M-$8.9M20192020: -$23.0M-$23.0M2020+157%2021: -$9.5M-$9.5M2021−59%2022: -$28.0M-$28.0M2022+196%2023: -$28.4M-$28.4M2023+1%2024: -$36.7M-$36.7M2024+29%2025: $11.7M$11.7M2025
Net income789106-$843.0K in 2025−96% since 2019
-$80.0M-$60.0M-$40.0M-$20.0M02019: -$23.6M-$23.6M20192020: -$57.9M-$57.9M2020+146%2021: -$25.3M-$25.3M2021−56%2022: -$31.8M-$31.8M2022+26%2023: -$30.9M-$30.9M2023−3%2024: -$62.3M-$62.3M2024+102%2025: -$843.0K-$843.0K2025−99%
Fiscal year2019202020212022202320242025
Revenue$233.9M7$328.2M8$546.4M9$544.4M10$624.2M6$696.4M6$830.5M6
Cost of revenue$164.0M7$215.5M8$369.0M9$351.9M10$383.9M6$418.2M6$496.2M6
Selling, general and admin$49.7M7$85.5M8$117.7M9$176.3M10$222.9M6$261.6M6$270.8M6
Operating income-$8.9M7-$23.0M8-$9.5M9-$28.0M10-$28.4M6-$36.7M6$11.7M6
Income before tax-$23.6M9-$29.6M10-$31.8M6-$54.3M6$11.2M6
Income tax-$3.1M7$851.0K8$1.7M9$2.2M10-$980.0K6$8.0M6$12.1M6
Net income-$23.6M7-$57.9M8-$25.3M9-$31.8M10-$30.9M6-$62.3M6-$843.0K6
Earnings per share-$6.488-$1.569-$1.6210-$1.576-$2.226-$0.146
Earnings per share (diluted)-$6.488-$1.569-$1.6210-$1.576-$2.226-$0.146
Shares (weighted, basic)26.7M shares929.7M shares1030.1M shares633.1M shares635.1M shares6
Shares (weighted, diluted)26.7M shares929.7M shares1030.1M shares633.1M shares635.1M shares6

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Corporate structure

Onterris, Inc. sits at the top of its group. 22 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Onterris, Inc.

  • Onterris, Inc. North Little Rock, Arkansas, United States
    • Emerging Compounds Treatment Technologies, Inc. Subsidiary · Massachusetts, United States
    • Enthalpy Analytical, LLC Subsidiary · Delaware, United States
    • Environmental Standards, Inc. Subsidiary · Pennsylvania, United States
    • Epic Environmental Pty Ltd Subsidiary · Australia
    • FRS Environmental Remediation, Inc. Subsidiary · Florida, United States
    • Montrose Air Quality Services, LLC Subsidiary · Delaware, United States
    • Montrose Environmental Group AB Subsidiary · Sweden
    • Montrose Environmental Solutions Canada Inc. Subsidiary · Alberta, Canada
    • Montrose Environmental Solutions, Inc. Subsidiary · Delaware, United States
    • Montrose Foreign Holdings, Inc. Subsidiary · Delaware, United States
    • Montrose Government Solutions, Inc. Subsidiary · Delaware, United States
    • Montrose Measurements and Analytics, LLC Subsidiary · Delaware, United States
    • Montrose Services, LLC Subsidiary · Delaware, United States
    • Montrose Water and Sustainability Services, Inc. Subsidiary · Delaware, United States
    • MSE Group, LLC Subsidiary · Texas, United States
    • PARS Environmental, Inc. Subsidiary · New Jersey, United States
    • SensibleIOT, LLC Subsidiary · California, United States
    • Spirit Environmental, LLC Subsidiary · Texas, United States
    • Sustainable Treatment Solutions, Inc. Subsidiary · New York, United States
    • The Center for Toxicology and Environmental Health, L.L.C. Subsidiary · Arkansas, United States
    • Two Dot Consulting, LLC Subsidiary · Colorado, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); 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 Onterris, 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
Accumulated depreciation$80.0M6 Dec 31, 2025$68.2M6 Dec 31, 2024+17.2%
Property and equipment, net$63.9M6 Dec 31, 2025$63.8M6 Dec 31, 2024+0.1%
Finance-lease assets$37.6M6 Dec 31, 2025$19.6M6 Dec 31, 2024+91.4%
Operating-lease assets (leased space)$36.6M6 Dec 31, 2025$39.8M6 Dec 31, 2024−8.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$11.2M6 Dec 31, 2025$12.9M6 Dec 31, 2024−13.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$466.8M6 Dec 31, 2025$467.8M6 Dec 31, 2024−0.2%
Finite-lived intangibles, gross$381.4M6 Dec 31, 2025$378.1M6 Dec 31, 2024+0.9%
Accumulated amortization$255.0M6 Dec 31, 2025$225.3M6 Dec 31, 2024+13.2%
Finite-lived intangibles, net$126.4M6 Dec 31, 2025$152.8M6 Dec 31, 2024−17.3%

Properties, in its own words

Our principal executive offices are located at 5120 Northshore Drive, North Little Rock, Arkansas. We currently operate out of approximately 120 locations across North America, Canada, and Australia, all of which are leased locations other than one owned building for an environmental laboratory in Richmond, Virginia used in our Measurement and Analysis segment. Our lease terms vary from month-to-month to multi-year current commitments of up to 20 years, with our average commitment being 4 years. We believe that our existing facilities are adequate to meet our current requirements and that comparable space is readily available in similar locations.

Item 2 of the 10-K filed Feb 26, 2026.5

Leadership

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

Chief executive

  1. Vijay Manthripragada2021–now

President

  1. Vijay Manthripragada2021–now

Chief financial officer

  1. Allan Dicks2020–now

Chief operating officer

  1. Joshua W. Lemaire2020–2022
  2. James Laws2026–now
2025
Board members and other officers (13)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Emerging Compounds Treatment Technologies, Inc. Massachusetts4
  • Enthalpy Analytical, LLC Delaware4
  • Environmental Standards, Inc. Pennsylvania4
  • Epic Environmental Pty Ltd Australia4
  • FRS Environmental Remediation, Inc. Florida4
  • MSE Group, LLC Texas4
  • Montrose Air Quality Services, LLC Delaware4
  • Montrose Environmental Group AB Sweden4
  • Montrose Environmental Group BV Belgium4
  • Montrose Environmental Group GmbH Germany4
  • Montrose Environmental Group Ltd. British Columbia4
  • Montrose Environmental Solutions Canada Inc. Alberta4
  • Montrose Environmental Solutions, Inc. Delaware4
  • Montrose Foreign Holdings, Inc. Delaware4
  • Montrose Government Solutions, Inc. Delaware4
  • Montrose Measurements and Analytics, LLC Delaware4
  • Montrose Services, LLC Delaware4
  • Montrose Water and Sustainability Services, Inc. Delaware4
  • PARS Environmental, Inc. New Jersey4
  • SensibleIOT, LLC California4
  • Spirit Environmental, LLC Texas4
  • Sustainable Treatment Solutions, Inc. New York4
  • The Center for Toxicology and Environmental Health, L.L.C. Arkansas4
  • Two Dot Consulting, LLC Colorado4

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

Former names

  • Montrose Environmental Group, Inc.Jun 8, 2015 to Apr 21, 20263

Timeline

  1. Oct 8, 20268-K Executive or director change30
  2. Aug 10, 20268-K Entered a material agreement; Change to shareholders' rights; Bylaws or fiscal year changed31
  3. Aug 5, 20268-K Results of operations; Regulation FD disclosure32
  4. Aug 5, 20268-K Entered a material agreement; Change to shareholders' rights; Bylaws or fiscal year changed33
  5. May 11, 20268-K Shareholder vote34
  6. May 6, 20268-K Results of operations; Regulation FD disclosure35
  7. Apr 21, 20268-K Bylaws or fiscal year changed; Regulation FD disclosure36
  8. Feb 25, 20268-K Results of operations; Regulation FD disclosure37
  9. Jan 20, 20268-K Executive or director change38
  10. Nov 4, 20258-K Results of operations; Regulation FD disclosure39
  11. Aug 6, 20258-K Results of operations; Regulation FD disclosure40
  12. Jul 7, 20258-K Other events41
  13. Mar 19, 2021New chief executive Vijay Manthripragada becomes CEO14
  14. Nov 25, 2013Founded Onterris, Inc. is founded2

Calendar

Coming up

  1. Nov 4, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.16 a share, on Nov 4, 2025.42

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results32
  2. May 6, 2026Reported quarterly or annual results35
  3. Feb 25, 2026Reported quarterly or annual results37
  4. Nov 4, 2025Reported quarterly or annual results39
  5. Aug 6, 2025Reported quarterly or annual results40
  6. May 7, 2025Reported quarterly or annual results43
  7. Feb 26, 2025Reported quarterly or annual results44
  8. Nov 6, 2024Reported quarterly or annual results45

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

Filings

251 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 44 major events, 105 insider forms, 35 large holders, 47 other. The latest 20:

  1. Oct 8, 20268-K EDGAR
  2. Sep 8, 2026SCHEDULE 13G EDGAR
  3. Aug 14, 2026SCHEDULE 13G EDGAR
  4. Aug 11, 2026CERT NYSE CERTIFICATION EDGAR
  5. Aug 10, 20268-A12B/A EDGAR
  6. Aug 10, 20268-K/A EDGAR
  7. Aug 6, 202610-Q EDGAR
  8. Aug 5, 20268-A12B EDGAR
  9. Aug 5, 20268-K EDGAR
  10. Aug 5, 20268-K EDGAR
  11. Jun 8, 20264 EDGAR
  12. Jun 5, 20264 EDGAR
  13. May 12, 20264 EDGAR
  14. May 12, 20264 EDGAR
  15. May 11, 2026SCHEDULE 13G EDGAR
  16. May 11, 20268-K EDGAR
  17. May 7, 202610-Q EDGAR
  18. May 6, 20268-K EDGAR
  19. Apr 21, 20268-K EDGAR
  20. Mar 27, 2026SCHEDULE 13G/A EDGAR

The 251 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

61 open-market trades by officers, directors and large owners since October 2021: 16 buys and 45 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 5, 2026GRAHAM PETERDirectorBuy25,140$17.19$432.2KForm 4
Jun 3, 2026GRAHAM PETERDirectorBuy4,860$15.94$77.5KForm 4
May 11, 2026Dicks AllanChief Financial OfficerBuy6,535$15.36$100.4KForm 4
Mar 13, 2026Manthripragada VijayPresident & CEOSale46,121$25.41$1.2MForm 4
Mar 9, 2026Revuelta JoseChief Strategy OfficerSale7,858$27.00$212.2KForm 4
Mar 4, 2026Revuelta JoseChief Strategy OfficerSale42,668$27.56$1.2MForm 4
Mar 3, 2026Revuelta JoseChief Strategy OfficerSale60,000$28.00$1.7MForm 4
Mar 3, 2026Afsari NasymGeneral Counsel and SecretarySale43,348$28.37$1.2MForm 4
Mar 2, 2026PRESBY J THOMASDirectorSale10,000$28.87$288.7KForm 4
Mar 2, 2026Afsari NasymGeneral Counsel and SecretarySale200$30.00$6.0KForm 4
Nov 11, 2025Manthripragada VijayPresident & CEOSale44,984$24.07$1.1MForm 4
Nov 10, 2025Manthripragada VijayPresident & CEOSale44,983$24.75$1.1MForm 4
May 13, 2025Colman VincentDirectorBuy2,600$18.85$49.0KForm 4
Mar 6, 2025Fernandez de Castro Jose MiguelDirectorBuy10,000$18.07$180.7KForm 4
May 6, 2024Manthripragada VijayPresident & CEOSale12,500$46.51$581.4KForm 4
Nov 10, 2023Dicks AllanChief Financial OfficerBuy2,000$25.69$51.4KForm 4
Nov 10, 2023Field Janet RisiDirectorBuy500$25.26$12.6KForm 4
Sep 12, 2023Fernandez de Castro Jose MiguelDirectorBuy10,000$32.94$329.4KForm 4
May 12, 2023Field Janet RisiDirectorBuy1,000$36.05$36.0KForm 4
Mar 3, 2023PRESBY J THOMASDirectorBuy5,000$36.16$180.8KForm 4

All 61 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
2025Vijay Manthripragada$950.0K$3.1M59
2025Allan Dicks$525.0K$1.3M59
2025Jose M. Revuelta$525.0K$1.3M59
2025Nasym Afsari$525.0K$1.2M59
2024President and Chief$950.0K$2.2M59
2024Chief Strategy$525.0K$1.0M59
2024Chief Financial$525.0K$980.8K59
2024General Counsel$525.0K$945.8K59
2023Executive Officer$775.0K$1.9M59
2023Officer$450.0K$926.6K59
2023and Secretary$450.0K$881.6K59

Held by these funds

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

FundSharesValueShare of the fundChange
BlackRock, Inc.3,274,887$66.2M0.0%+124,127
Bamco Inc /ny/2,137,406$43.2M0.1%−30,777
Nomura Asset Management International Inc.2,097,249$42.4M0.1%+565,608
Goldman Sachs Group Inc1,930,869$39.0M0.0%−29,741
Corvex Management LP1,770,000$35.8M1.1%New
Alliancebernstein L.P.1,490,124$32.6M0.0%+359,211
Vanguard Capital Management LLC1,453,439$29.4M0.0%+17,274
Fmr LLC1,443,390$29.2M0.0%+875,017
UBS AM, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC1,252,138$25.3M0.0%−263,533
Nomura Holdings Inc1,249,241$25.2M0.1%New
Principal Financial Group Inc1,244,046$25.1M0.0%−102,211
Royce & Associates LP1,094,077$22.1M0.2%+139,301
Dimensional Fund Advisors LP1,004,066$20.3M0.0%+145,210
Amundi928,651$18.8M0.0%+48,619
UBS Group AG927,315$18.7M0.0%+705,537
Geode Capital Management, LLC869,267$17.6M0.0%+65,535
Legal & General Group Plc817,998$16.5M0.0%+64,314
State Street Corp798,858$16.1M0.0%+70,408
Truist Financial Corp792,718$16.0M0.0%−2,595
Stephens Investment Management Group LLC736,768$14.9M0.2%+41,788
Assenagon Asset Management S.A.715,552$14.5M0.0%New
Morgan Stanley618,246$12.5M0.0%+109,437
Millennium Management LLC441,155$8.9M0.0%+129,989
Northern Trust Corp401,858$8.1M0.0%+60,560
Allspring Global Investments Holdings, LLC383,435$7.7M0.0%−10,473

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

SEC filer profile

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

  • Name on EDGAROnterris, Inc.1
  • CIK0001643615
  • Employer ID (EIN)46-41950445
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)8742 Services-Management Consulting Services1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address4 Park Plaza, Suite 790, Irvine, CA 926141
  • Phone(949) 988-35001
  • Shares outstanding35,117,424 as of Jul 31, 202612
  • Public float$772.1M as of Jun 30, 20255
  • AuditorDeloitte & Touche LLP, Costa Mesa, California PCAOB ID 34; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceJun 8, 20151
  • Filings380 in all: 4 (154), 8-K (56), 10-Q (19), 3 (17), CORRESP (12), SC 13G/A (11), SCHEDULE 13G/A (11), 144 (10)1
    All 36 form types

    UPLOAD (9), SC 13G (8), DEFA14A (7), S-8 (7), 10-K (6), DEF 14A (6), SCHEDULE 13G (6), 424B5 (4), ARS (4), 4/A (3), EFFECT (3), 424B4 (2), 5 (2), 8-A12B (2), CERT (2), DRS (2), DRS/A (2), PRE 14A (2), S-1 (2), S-1/A (2), S-3ASR (2), 424B3 (1), 8-A12B/A (1), 8-K/A (1), D (1), D/A (1), DRSLTR (1), S-3 (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Mar 24, 2026
    Latest 8-K (8-K) Oct 8, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.000004 per shareMEGThe New York Stock Exchange

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Onterris, Inc. names in Item 1A of its 10-K filed Feb 26, 2026: 48 risks under these headings, as written.5

  • Risks Related to Our Industry and the Broader Economy
  • General global economic, business and other conditions and our vulnerability to the cyclical nature of the sectors and industries in which our clients operate may adversely affect our business.
  • We engage in a highly competitive business and any failure to effectively compete could have a material adverse effect on us.
  • If we are unable to develop successful new services or technologies or adapt to rapidly changing technology and industry standards or changes to regulatory requirements, our business could be harmed.
  • Enhanced U.S. tariffs, import/export restrictions or other trade barriers may have a negative effect on global economic conditions, financial markets and our business.
  • Risks Related to the Nature of Our Business
  • Parts of our business may depend on certain natural or manmade events which are impossible to predict, and our revenue and customer concentration resulting from these businesses has and may fluctuate significantly based on the frequency and scale of these events.
  • We may work on high-profile projects, and any negative publicity or perceived failures of those projects, or litigation resulting from such projects, could damage our reputation and harm our operating results.
  • Our clients are subject to significant governmental regulation with respect to the environment and any changes to these laws and regulations could have a material adverse effect on our business.
  • If we fail to attract and retain qualified management and skilled technical personnel, our business may be adversely affected.
  • Safety-related issues could adversely impact our business.
  • Our environmental emergency response business places our employees in dangerous situations which may present serious and enhanced safety issues that could adversely affect our business.
The other 38 risks
  • We may not be able to maintain or expand our accreditation and other authorizations, which may adversely affect our ability to provide our services.
  • Allegations regarding whether we have complied with professional standards, duties and statutory obligations or our failure to provide accurate results may have an adverse effect on our business.
  • We use small aircraft to transport employees to project sites from time to time which exposes us to risks associated with air travel.
  • ESG matters, including those related to climate change, sustainability and the goals and initiatives we set and implement and the public statements and disclosures we make in respect of these matters, may have an adverse effect on our business.
  • Product and systems offerings subject us to risks that could adversely affect our business.
  • Our operations are subject to environmental laws and regulations and any liabilities may have a material adverse effect on our business.
  • Seasonality of demand for certain of our services and weather conditions and other factors outside our control may adversely affect, or cause volatility in, our financial results.
  • Our business could be disrupted by catastrophic events.
  • Risks Related to Our Acquisition Strategy
  • The success of our business depends, in part, on our ability to execute on our acquisition strategy.
  • Our acquisition strategy exposes us to significant risks and additional costs.
  • Any inability to successfully integrate our recent or future acquisitions, or realize their anticipated benefits, could have a material adverse effect on us.
  • Risks Related to Our Contracts and Revenue Streams
  • We may not be successful in maintaining and expanding our client base or the services we provide to existing clients, which could adversely affect our business.
  • We generally do not have formal long-term agreements with our clients and attempts by clients to change the terms of or terminate their relationships with us may have a negative impact on our business.
  • Public clients involve unique policy, contract and performance risks, and we may face challenges to our government contracts or our eligibility to serve government clients, any of which could materially adversely impact our business.
  • Our contracts with federal, state, provincial and local governments may be terminated or adversely modified prior to completion, which could adversely affect our business.
  • Technology and Privacy Related Risks
  • A failure in or breach of our networks or systems, including as a result of cyber-attacks, could have a material adverse effect on our business.
  • Laws and regulations regarding the handling of client confidential data and information may have a negative impact on our business.
  • Risks Related to Our Indebtedness
  • Our current indebtedness, and any future indebtedness we may incur, may limit our operational and financing flexibility and negatively impact our business.
  • Despite our current level of indebtedness, we may incur more debt.
  • 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.
  • Our 2025 Credit Facility restricts our ability to engage in some business and financial transactions.
  • Risks Related to Ownership of Our Common Stock
  • The trading price of our common stock has been and may continue to be volatile and could decline substantially.
  • We have no present intention to pay dividends on our common stock.
  • Our ability to raise capital in the future may be limited. We may not be able to secure additional financing on terms that are acceptable to us, or at all.
  • Risks Related to Provisions in Our Charter Documents
  • Provisions of our amended and restated governing documents, Delaware law and other documents could discourage, delay or prevent a merger or acquisition at a premium price.
  • Our amended and restated certificate of incorporation includes an exclusive forum clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
  • General Risks
  • Our profitability will suffer if we are not able to price our services appropriately or control our costs.
  • We have a history of losses and may not be able to achieve or sustain profitability in the future.
  • We may not be successful in promoting and further developing our brands, which could adversely affect our business.
  • Our global operations subject us to additional risks that could adversely affect our business.
  • Any inability to develop or maintain and protect our intellectual property could have a material adverse effect on us.
  • Claims that we infringe on the intellectual property rights of others could have a material adverse effect on us.
  • Legal and regulatory claims and proceedings could have a material adverse effect on us.
  • We are subject to taxation in multiple jurisdictions. Any adverse development in the tax laws of any of these jurisdictions, any disagreement with our tax positions or any changes in effective tax rates could have a material adverse effect on our business, financial condition or results of operations.
  • If our research and development activities are unsuccessful, our business could be harmed.
  • Failure to comply with anti-corruption and similar laws could subject us to penalties and other adverse consequences.
  • Insufficient insurance coverage could have a material adverse effect on us.
  • Our internal control over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

Legal proceedings

From time to time, we are subject to various legal proceedings that arise in the normal course of our business activities, including those involving labor and employment, anti-discrimination, commercial disputes and other matters. We are not a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our results of operations or financial position. Regardless of 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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