SPT on Nasdaq

Sprout Social, Inc.

Sprout Social, Inc. is an American prepackaged software services company, incorporated in Delaware.1 It is headquartered in Chicago, Illinois.1 Its shares trade on Nasdaq under the symbol SPT.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$457.5MRevenue, fiscal 20252
-$43.3MNet income, fiscal 20252

Compare with Xunlei Limited, Xperi Inc. or Alkami Technology, or pick any stock.

  • TickerSPT on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersChicago, Illinois1
  • Incorporated inDE3
  • Business address131 South Dearborn Street, Suite 700, Chicago, Il 606033
  • Filer categoryLarge accelerated filer3

With more than 5.22 billion global users consuming and sharing billions of posts per day, social media has fundamentally changed the customer experience and the way the world communicates. Social media has become mission-critical to the way organizations reach, engage and understand their target audience and customers. Billions of users are sharing their interests, opinions and values with their social networks every day and are using social media to communicate with and about businesses, organizations and causes on an unprecedented scale. Virtually every aspect of business has been impacted by social media, from marketing, sales, commerce and public relations to customer service, product and strategy, creating a need for an entirely new category of software and an entirely new system of record. We offer our customers a centralized, secure and powerful platform that can scale horizontall…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

77.6%Gross margin2
-9.5%Operating margin2
-9.5%Net margin2
12.7%Revenue growth, 20252
-21.3%Return on equity2
0.20×Debt to equity2
$39.3MFree cash flow2

What sells

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

Products and services

Subscription brought in 99% of the revenue Sprout Social, Inc. broke down this way in fiscal 2025.

  1. Subscription$453.0M299%up 13% from 2024
  2. Professional Services And Other$4.5M21%up 17% from 2024
Products and services by year
Products and services202320242025
Subscription$330.5M$402.0M$453.0M
Professional Services And Other$3.2M$3.9M$4.5M

Regions

Americas brought in 80% of the revenue Sprout Social, Inc. broke down this way in fiscal 2025.

  1. Americas$365.4M280%up 13% from 2024
  2. EMEA$70.0M215%up 10% from 2024
  3. Asia Pacific$22.1M25%up 10% from 2024
Regions by year
Regions202320242025
Americas$262.3M$322.2M$365.4M
EMEA$54.8M$63.5M$70.0M
Asia Pacific$16.6M$20.2M$22.1M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue22¢$102.7M
  • Research and development22¢$101.3M
  • Other costs55¢$250.5M
  • Interest1¢$2.5M
  • Income tax0¢$587.0K

Out of $457.5M in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending9¢$4.1M
  • Kept or used elsewhere91¢$39.3M

Out of $43.4M of cash from operations.2

Financial statements

Revenue6789102$457.5M in 2025+481% since 2018
0$200.0M$400.0M$600.0M2018: $78.8M$78.8M20182019: $102.7M$102.7M2019+30%2020: $132.9M$132.9M2020+29%2021: $187.9M$187.9M2021+41%2022: $253.8M$253.8M2022+35%2023: $333.6M$333.6M2023+31%2024: $405.9M$405.9M2024+22%2025: $457.5M$457.5M2025+13%
Gross profit6789102$354.9M in 2025+514% since 2018
0$100.0M$200.0M$300.0M$400.0M2018: $57.8M$57.8M20182019: $74.6M$74.6M2019+29%2020: $98.0M$98.0M2020+31%2021: $141.1M$141.1M2021+44%2022: $194.0M$194.0M2022+37%2023: $257.4M$257.4M2023+33%2024: $314.4M$314.4M2024+22%2025: $354.9M$354.9M2025+13%
Operating income6789102-$43.5M in 2025+109% since 2018
-$80.0M-$60.0M-$40.0M-$20.0M02018: -$20.8M-$20.8M20182019: -$47.3M-$47.3M2019+128%2020: -$32.0M-$32.0M2020−32%2021: -$28.1M-$28.1M2021−12%2022: -$51.7M-$51.7M2022+84%2023: -$69.3M-$69.3M2023+34%2024: -$60.4M-$60.4M2024−13%2025: -$43.5M-$43.5M2025−28%
Net income6789102-$43.3M in 2025+107% since 2018
-$80.0M-$60.0M-$40.0M-$20.0M02018: -$20.9M-$20.9M20182019: -$46.8M-$46.8M2019+124%2020: -$31.7M-$31.7M2020−32%2021: -$28.7M-$28.7M2021−9%2022: -$50.2M-$50.2M2022+75%2023: -$66.4M-$66.4M2023+32%2024: -$62.0M-$62.0M2024−7%2025: -$43.3M-$43.3M2025−30%

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

Period ending2025-12-312024-12-312023-12-31
Total revenue$457.5M$405.9M$333.6M
Total cost of revenue$102.7M$91.5M$76.3M
Gross profit$354.9M$314.4M$257.4M
Research and development$101.3M$102.8M$79.5M
Sales and marketing$190.6M$184.1M$168.1M
General and administrative$106.5M$87.9M$79.0M
Total operating expenses$398.3M$374.8M$326.7M
Loss from operations-$43.5M-$60.4M-$69.3M
Interest expense-$2.5M-$3.5M-$2.8M
Interest income$3.4M$4.0M$7.0M
Other (expense) income, net-$204.0K-$1.4M-$768.0K
Loss before income taxes-$42.7M-$61.3M-$65.8M
Income tax expense$587.0K$670.0K$649.0K
Net loss-$43.3M-$62.0M-$66.4M
Net loss per share attributable to common shareholders, basic and diluted-$0.74-$1.09-$1.19
Weighted Average Number of Shares Outstanding, Diluted58.6M shares56.9M shares55.7M shares

Compare Sprout Social, Inc. with another company

Corporate structure

Sprout Social, Inc. sits at the top of its group. 12 entities, 7 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Sprout Social, Inc.

  • Sprout Social, Inc. Chicago, Illinois
    • NewsWhip Group Holdings Limited Subsidiary · Ireland
    • NewsWhip Media Limited Subsidiary · Ireland
    • NewsWhip US, Inc. Subsidiary · Delaware, United States
    • Simply Measured, Inc. Subsidiary · Washington, United States
    • Sprout Social Australia Pty Ltd Subsidiary · Australia
    • Sprout Social Canada, Limited Subsidiary · Canada
    • Sprout Social Philippines, Inc. Subsidiary · Philippines
    • Sprout Social Poland Subsidiary · Poland
    • Sprout Social UK Limited Subsidiary · United Kingdom
    • Tagger Media, Inc. Subsidiary · Delaware, United States
    • TTAGG, Inc. Subsidiary · Delaware, United States

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

What it owns

What Sprout Social, 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$28.2M2 Dec 31, 2025$31.9M2 Dec 31, 2024−11.6%
Accumulated depreciation$18.4M2 Dec 31, 2025$21.0M2 Dec 31, 2024−12.5%
Property and equipment, net$9.9M2 Dec 31, 2025$11.0M2 Dec 31, 2024−9.9%
Operating-lease assets (leased space)$9.8M2 Dec 31, 2025$11.3M2 Dec 31, 2024−13.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$95.3M2 Dec 31, 2025$86.4M2 Dec 31, 2024+10.2%
Marketable securities, current$02 Dec 31, 2025$3.7M2 Dec 31, 2024−100.0%
Marketable securities, non-current$02 Dec 31, 2025$02 Dec 31, 2024

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$167.1M2 Dec 31, 2025$121.3M2 Dec 31, 2024+37.8%
Intangible assets, net (excluding goodwill)$39.7M2 Dec 31, 2025$21.9M2 Dec 31, 2024+81.3%
Finite-lived intangibles, gross$61.8M2 Dec 31, 2025$36.9M2 Dec 31, 2024+67.3%
Accumulated amortization$22.0M2 Dec 31, 2025$15.0M2 Dec 31, 2024+46.9%
Finite-lived intangibles, net$39.7M2 Dec 31, 2025$21.9M2 Dec 31, 2024+81.3%

Properties, in its own words

Our corporate headquarters are located in Chicago, Illinois, where we lease approximately 64,000 square feet of office space. We also have office locations in Seattle, Washington; Dublin, Ireland; and Kraków, Poland. These offices are leased, and we do not own any real property.

We believe that our facilities are suitable to meet our current needs.

Item 2 of the 10-K filed Feb 27, 2026.5

Leadership

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

Board members and other officers (14)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • NewsWhip Group Holdings Limited Ireland4
  • NewsWhip Media Limited Ireland4
  • NewsWhip US, Inc. Delaware4
  • Simply Measured, Inc. Washington4
  • Sprout Social Australia Pty Ltd Australia4
  • Sprout Social Canada, Limited Canada4
  • Sprout Social Limited Ireland4
  • Sprout Social Philippines, Inc. Philippines4
  • Sprout Social Poland Poland4
  • Sprout Social UK Limited England and Wales4
  • TTAGG, Inc. Delaware4
  • Tagger Media, Inc. Delaware4

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

Timeline

  1. Aug 6, 20268-K Results of operations; Regulation FD disclosure27
  2. Jul 15, 20268-K Results of operations; Exit or restructuring costs; Regulation FD disclosure28
  3. Jun 10, 20268-K Regulation FD disclosure29
  4. May 20, 20268-K Shareholder vote30
  5. May 7, 20268-K Results of operations; Regulation FD disclosure; Other events31
  6. Mar 13, 20268-K Executive or director change32
  7. Feb 26, 20268-K Results of operations; Regulation FD disclosure33
  8. Feb 12, 20268-K Results of operations; Executive or director change34
  9. Nov 12, 20258-K Executive or director change35
  10. Nov 5, 20258-K Results of operations; Regulation FD disclosure36
  11. Sep 4, 20258-K Regulation FD disclosure37
  12. Aug 26, 20258-K Regulation FD disclosure38
  13. Oct 2, 2024New chief executive Ryan Paul Barretto becomes CEO15

Calendar

Coming up

  1. Nov 3, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported ($0.10) a share, on Nov 5, 2025.39

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results27
  2. Jul 15, 2026Reported quarterly or annual results28
  3. May 7, 2026Reported quarterly or annual results31
  4. Feb 26, 2026Reported quarterly or annual results33
  5. Feb 12, 2026Reported quarterly or annual results34
  6. Nov 5, 2025Reported quarterly or annual results36
  7. Aug 6, 2025Reported quarterly or annual results40
  8. May 8, 2025Reported quarterly or annual results41

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

Filings

545 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 43 major events, 302 insider forms, 46 large holders, 133 other. The latest 20:

  1. Oct 13, 20264 EDGAR
  2. Oct 9, 2026144 EDGAR
  3. Oct 2, 20264 EDGAR
  4. Sep 15, 20264 EDGAR
  5. Sep 11, 2026144 EDGAR
  6. Sep 3, 20264 EDGAR
  7. Sep 3, 20264 EDGAR
  8. Sep 3, 20264 EDGAR
  9. Sep 2, 2026144 EDGAR
  10. Sep 2, 2026144 EDGAR
  11. Aug 13, 20264 EDGAR
  12. Aug 11, 2026144 EDGAR
  13. Aug 7, 2026S-8 EDGAR
  14. Aug 7, 202610-Q EDGAR
  15. Aug 6, 20268-K EDGAR
  16. Aug 5, 20264 EDGAR
  17. Jul 17, 2026SCHEDULE 13G EDGAR
  18. Jul 15, 20268-K EDGAR
  19. Jul 13, 20264 EDGAR
  20. Jul 10, 2026144 EDGAR

The 545 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

256 open-market trades by officers, directors and large owners since October 2021: 2 buys and 254 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 11, 2026Howard Justyn RussellExecutive ChairSale40,000$10.77$430.8KForm 4
Sep 2, 2026Rankin Aaron Edward FrederickChief Technology OfficerSale717$11.45$8.2KForm 4
Sep 2, 2026Howard Justyn RussellExecutive ChairSale10,895$11.45$124.7KForm 4
Aug 11, 2026Howard Justyn RussellExecutive ChairSale40,000$10.12$404.8KForm 4
Jul 10, 2026Howard Justyn RussellExecutive ChairSale40,000$8.28$331.2KForm 4
Jun 11, 2026Howard Justyn RussellExecutive ChairSale40,000$6.99$279.6KForm 4
Jun 2, 2026Howard Justyn RussellExecutive ChairSale11,641$7.75$90.2KForm 4
May 11, 2026Howard Justyn RussellExecutive ChairSale40,000$6.58$263.2KForm 4
Apr 10, 2026Howard Justyn RussellExecutive ChairSale40,000$5.03$201.2KForm 4
Mar 11, 2026Howard Justyn RussellExecutive ChairSale40,000$5.96$238.4KForm 4
Mar 4, 2026Del Preto JosephCFO and TreasurerSale4,500$6.80$30.6KForm 4
Mar 3, 2026Howard Justyn RussellExecutive ChairSale23,855$6.76$161.3KForm 4
Mar 3, 2026Del Preto JosephCFO and TreasurerSale16,139$6.76$109.1KForm 4
Feb 11, 2026Howard Justyn RussellExecutive ChairSale40,000$7.37$294.8KForm 4
Jan 9, 2026Barretto Ryan PaulCEOBuy93,984$10.67$1.0MForm 4
Jan 9, 2026Howard Justyn RussellExecutive ChairSale40,000$10.70$428.0KForm 4
Dec 17, 2025Rankin Aaron Edward FrederickChief Technology OfficerBuy90,661$11.14$1.0MForm 4
Dec 11, 2025Howard Justyn RussellExecutive ChairSale40,000$11.12$444.8KForm 4
Dec 4, 2025Howard Justyn RussellExecutive ChairSale10,291$10.21$105.1KForm 4
Dec 3, 2025Del Preto JosephCFO and TreasurerSale4,500$10.22$46.0KForm 4

All 256 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
2025Ryan BarrettoCEO and Director47$500.0K$7.8M57
2025Joe Del PretoFormer CFO and Treasurer$460.0K$3.5M57
2025Justyn HowardExecutive Chair and Director46$350.0K$3.1M57
2024Justyn HowardExecutive Chair and Director46$462.5K$7.9M57
2024Ryan BarrettoCEO and Director47$480.0K$7.5M57
2024Joe Del PretoFormer CFO and Treasurer$445.0K$4.0M57
2023Justyn HowardExecutive Chair and Director46$480.0K$7.6M57
2023Ryan BarrettoCEO and Director47$425.0K$4.4M57
2023Joe Del PretoFormer CFO and Treasurer$437.5K$3.1M57

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.8,779,044$66.3M0.0%+3,421,687
Vanguard Portfolio Management LLC4,319,024$32.6M0.0%+388,437
Ancient Art, L.P.2,537,074$19.2M3.9%No change
Vanguard Capital Management LLC2,317,320$17.5M0.0%+76,626
Haveli Investment Management LLC2,172,852$16.4M9.1%New
Two Sigma Investments, LP1,952,468$14.7M0.0%+193,401
State Street Corp1,638,710$12.4M0.0%−123,011
Aqr Capital Management LLC1,444,104$10.9M0.0%+1,004,053
Geode Capital Management, LLC1,379,254$10.4M0.0%+160,566
Arrowstreet Capital, Limited Partnership1,363,108$10.3M0.0%+920,612
Morgan Stanley1,316,442$9.9M0.0%+41,695
CastleKnight Management LP1,104,200$8.3M0.3%New
Invenomic Capital Management LP1,085,404$8.2M0.5%−72,049
Knightsbridge Asset Management, LLC1,049,407$7.9M0.5%+25,107
Fmr LLC1,029,015$7.8M0.0%+442,873
Goldman Sachs Group Inc1,016,337$7.7M0.0%−185,969
Citadel Advisors LLC715,399$5.4M0.0%+621,040
Creative Planning652,106$4.9M0.0%+346,923
Renaissance Technologies LLC627,362$4.7M0.0%−100,400
Nano Cap New Millennium Growth Fund L P615,000$4.6M3.6%+80,000
Charles Schwab Investment Management Inc604,992$4.6M0.0%+110,440
Clearbridge Investments, LLC590,060$4.5M0.0%−699,439
Topline Capital Management, LLC501,772$3.8M1.0%−2,224,030
LB Partners LLC479,733$3.6M2.5%−1,031,246
Northern Trust Corp476,543$3.6M0.0%+17,243

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

SEC filer profile

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

  • Name on EDGARSprout Social, Inc.1
  • CIK0001517375
  • Employer ID (EIN)27-24041655
  • 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)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address131 South Dearborn Street, Suite 700, Chicago, IL 606031
  • Phone866-878-32311
  • Shares outstanding53,690,940 Common Class A shares; 5,869,357 Common Class B shares as of Feb 20, 20265
  • Public float$1.1B as of Jun 30, 20255
  • AuditorPricewaterhouseCoopers LLP, Chicago, Illinois PCAOB ID 238; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceApr 5, 20111
  • Filings835 in all: 4 (481), 144 (113), 8-K (57), 10-Q (20), SC 13G/A (18), 3 (16), SCHEDULE 13G/A (16), SC 13G (13)1
    All 34 form types

    UPLOAD (9), CORRESP (8), 10-K (7), 4/A (7), DEF 14A (7), DEFA14A (7), S-8 (7), SC 13D/A (7), SCHEDULE 13G (6), DRSLTR (5), ARS (4), D (4), DRS/A (4), 424B4 (2), DRS (2), EFFECT (2), S-1 (2), S-1/A (2), SEC STAFF LETTER (2), 10-K/A (1), 8-A12B (1), 8-K/A (1), CERT (1), FWP (1), SC 13D (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Apr 7, 2026
    Latest 8-K (8-K) Aug 6, 2026

Securities registered for trading

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

From the cover page of the 10-K filed Feb 27, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Sprout Social, Inc. names in Item 1A of its 10-K filed Feb 27, 2026: 48 risks under these headings, as written.5

  • Risks Related to our Business Model and Other Operations Risks
  • If we fail to attract new customers and retain and increase the spending of existing customers, our revenue, business, results of operations, financial condition and growth prospects would be harmed.
  • Our historical revenue growth rates may not be indicative of our future growth.
  • Our platform and products are dependent on APIs built and owned by third parties, including social media networks, and if we cannot renew on commercially reasonable terms or we lose access to data provided by such APIs for any reason, our business could suffer.
  • If we are unable to attract potential customers through unpaid channels, or other sources of demand, including expansion opportunities from existing customers and outbound sales efforts, or convert prospective customers and expansion opportunities into paid subscriptions, our business and results of operations may be adversely affected.
  • If we fail to adapt and respond effectively to rapidly changing technology, new social media platforms, evolving industry standards or changing customer needs, requirements, tastes or preferences, our products may become less competitive.
  • As more of our sales efforts target larger mid-market and enterprise customers and we transition certain lower recurring revenue customers to lower-touch and self-service models, our sales cycles have and may continue to become longer and more expensive, and we may face increased pricing, packaging and customer segmentation risks.
  • We recognize subscription revenue ratably over the term of our customer contracts. Consequently, downturns or upturns in new sales may not be immediately reflected in our operating results and may be difficult to discern.
  • If we do not adequately fund our research and development efforts, or use research and development teams effectively, we may not be able to compete effectively, and our business and operating results may be harmed.
  • If we fail to offer high-quality customer support, or if the cost of such support is not consistent with corresponding levels of revenue, our business and reputation may be harmed.
  • Technological advances in AI may in the future disrupt the social media industry, which could significantly reduce the demand for our services or otherwise adversely impact our business or reputation if we are unable to successfully keep pace and navigate this evolving environment.
  • Our international sales, operations and global workforce subject us to additional risks and costs, including operational, legal, regulatory, market and foreign currency exchange rate risks, that can adversely affect our business, operating results and financial condition.
The other 37 risks
  • We have a history of losses and may not achieve profitability in the future.
  • If we are unable to develop and maintain successful relationships with channel partners, our business, results of operations and financial condition could be harmed.
  • Risks Related to the Use of Technology
  • Any cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks on which we rely could negatively affect our business.
  • We rely upon third parties to operate our platform and any disruption of or interference with our use of such third party providers would adversely affect our business, results of operations and financial condition.
  • Real or perceived errors, failures or bugs in our platform or products could materially and adversely affect our operating results and growth prospects.
  • We are subject to subscription and payment processing risk from our third-party vendors and any disruption to such processing systems could adversely affect our business and results of operations.
  • Market and Competition Risk
  • Our business depends on a strong brand, and if we are not able to maintain, develop, and enhance our brand, our business and operating results may be negatively impacted. Moreover, our brand and reputation could be harmed if we were to experience significant negative publicity.
  • Our estimates of market opportunity, forecasts of market growth and our operating metrics may prove to be inaccurate.
  • The market in which we operate is competitive, and if we do not compete effectively, our operating results could be harmed.
  • Legal and Regulatory Risks
  • We are subject to stringent and changing obligations related to data privacy and security. Our actual or perceived failure to comply with such laws and obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences.
  • If our information technology systems or data, or those of third parties with whom we work, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers; and other adverse consequences.
  • Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.
  • Our use of “open source” software could negatively affect our ability to offer and sell access to our platform and products and subject us to possible litigation.
  • We are currently subject to, and may become in the future, subject to litigation, disputes or regulatory inquiries for a variety of claims, which could adversely affect our results of operations, harm our reputation or otherwise negatively affect our business.
  • We are subject to U.S. economic sanctions and export control and anti-corruption laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate such laws and regulations.
  • Risks Related to Ownership of Our Class A Common Stock
  • Our actual operating results may fluctuate from period to period and may differ significantly from any guidance provided.
  • Our share price has been and may continue to be volatile, and you could lose all or part of your investment.
  • The dual class structure of our common stock and the existing ownership of capital stock by our Co-Founders have the effect of concentrating voting control with our Co-Founders for the foreseeable future, which limits the ability of our other investors to influence corporate matters.
  • We cannot predict the effect our dual class structure may have on the market of our Class A common stock.
  • Future sales of our common stock in the public market could cause our share price to fall.
  • We have never paid dividends on our capital stock and we do not intend to pay dividends for the foreseeable future.
  • Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.
  • Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • If securities or industry analysts do not continue to publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
  • Risks Related to Tax and Accounting Matters
  • Failure to maintain effective internal control over financial reporting could result in our failure to accurately or timely report our financial condition or results of operations, which could have a material adverse effect on our business and stock price.
  • Taxing authorities may successfully assert that we should have collected or withheld, or in the future should collect or withhold, sales and use, gross receipts, value-added, federal, state, or foreign employment, or similar taxes and may successfully impose additional obligations on us, and any such assessments or obligations could adversely affect our business, financial condition and results of operations.
  • Our ability to utilize our net operating loss carryforwards may be limited.
  • Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition, or results of operations.
  • Risks Related to Intellectual Property Matters
  • Inability or failure to protect our intellectual property rights could impair our business.
  • Third party intellectual property infringement claims could impair our business.
  • General Risk Factors
  • Unstable market, economic and political conditions may have serious adverse consequences on our business, financial condition and share price.
  • We may make acquisitions of, or invest in, other businesses or technologies, which may divert our management’s attention and result in the incurrence of indebtedness or dilution to our stockholders. We may be unable to integrate acquired businesses or technologies successfully or achieve the expected benefits of such acquisitions and investments.
  • We depend largely on the continued service of our senior management and other key employees, the loss of any of whom could adversely affect our business, results of operations and financial condition.
  • If we cannot attract and retain qualified personnel or maintain our culture as we grow, we may be unable to execute our business strategy.
  • We may not be able to generate sufficient cash to service our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
  • We have incurred a substantial amount of debt, which could adversely affect our business, including by restricting our ability to engage in additional transactions or incur additional indebtedness, and prevent us from meeting our debt obligations.
  • We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs.

Legal proceedings

See Note 11 - “Commitments and Contingencies” of the Notes to the Financial Statements (Part II, Item 8 of this Annual Report) for information regarding certain legal proceedings in which we are involved, which is incorporated by reference into this Part I, Item 3.

The opening of Item 3, Legal Proceedings.5

Sources

The numbers on this page point here. Each one links to the record it came from.

  1. 1
  2. 2
  3. 3
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57