Private company

TrueCar

Logo: w:Pentagram (design firm), Public domain, via Wikimedia Commons5

American car buying website

TRUECar, Inc. is an American car retailing website company headquartered in Santa Monica, California. It also maintains a sales office in Austin, Texas.3 It was founded by Scott Painter.1 Its chief executive is Scott Painter (since 2026).1 Wikipedia text CC BY-SA 4.0

Last updated Oct 21, 2026.

Overview

2005Founded1
  • IndustryServices-Computer Programming, Data Processing, Etc.1
  • HeadquartersSanta Monica1
  • Websitewww.truecar.com
  • Legal formDelaware corporation1
  • Incorporated inDE6
  • Business address225 Santa Monica Blvd, 12Th Floor, Santa Monica, Ca 904016
  • Filer categoryAccelerated filer6
  • LEI549300KK16488YXWVE524
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressc/o THE CORPORATION TRUST COMPANY, CORPORATION TRUST CENTER 1209 ORANGE ST, 19801 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 39254454

TRUECar, Inc. is an American car retailing website company headquartered in Santa Monica, California. It also maintains a sales office in Austin, Texas.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

-21.2%Operating margin9
-17.7%Net margin9
10.6%Revenue growth, 20249
-26.3%Return on equity9
-$159.0KFree cash flow9

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Other costs100¢$175.6M
  • Income tax0¢$15.0K

Out of $175.6M in revenue.9 The company lost money this year.

Where each dollar of operating cash went, fiscal 2024

  • Capital spending28¢$7.9M
  • Share buybacks72¢$20.1M

Out of $7.7M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.9

Financial statements

Revenue101112139$175.6M in 2024−48% since 2018
0$100.0M$200.0M$300.0M$400.0M2018: $335.1M$335.1M20182019: $335.0M$335.0M2019−0%2020: $278.7M$278.7M2020−17%2021: $231.7M$231.7M2021−17%2022: $161.5M$161.5M2022−30%2023: $158.7M$158.7M2023−2%2024: $175.6M$175.6M2024+11%
Operating income101112139-$37.2M in 2024+12% since 2018
-$150.0M-$100.0M-$50.0M02018: -$33.1M-$33.1M20182019: -$60.9M-$60.9M2019+84%2020: -$18.5M-$18.5M2020−70%2021: -$33.5M-$33.5M2021+81%2022: -$125.7M-$125.7M2022+275%2023: -$56.5M-$56.5M2023−55%2024: -$37.2M-$37.2M2024−34%
Net income101112139-$31.0M in 2024+10% since 2018
-$150.0M-$100.0M-$50.0M0$50.0M$100.0M2018: -$28.3M-$28.3M20182019: -$54.9M-$54.9M2019+94%2020: $76.5M$76.5M20202021: -$38.3M-$38.3M20212022: -$118.7M-$118.7M2022+210%2023: -$49.8M-$49.8M2023−58%2024: -$31.0M-$31.0M2024−38%
Fiscal year2018201920202021202220232024
Revenue$335.1M10$335.0M11$278.7M12$231.7M13$161.5M9$158.7M9$175.6M9
Operating expenses$265.2M13$287.2M9$215.2M9$212.8M9
Operating income-$33.1M10-$60.9M11-$18.5M12-$33.5M13-$125.7M9-$56.5M9-$37.2M9
Interest$2.6M10$010$010
Income before tax-$38.2M13-$121.2M9-$49.7M9-$31.0M9
Income tax-$1.2M10-$1.3M11-$6.0K12$206.0K13-$2.6M9$17.0K9$15.0K9
Net income-$28.3M10-$54.9M11$76.5M12-$38.3M13-$118.7M9-$49.8M9-$31.0M9
Earnings per share-$1.309-$0.559-$0.349
Earnings per share (diluted)-$1.309-$0.559-$0.349
Shares (weighted, basic)97.4M shares1391.5M shares989.8M shares990.2M shares9
Shares (weighted, diluted)97.4M shares1391.5M shares989.8M shares990.2M shares9

Compare TrueCar with another company

Corporate structure

TrueCar sits at the top of its group. 4 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of TrueCar

  • TrueCar Santa Monica, California, United States
    • Digital Motors Corporation Subsidiary · Delaware, United States
    • TrueCar Dealer Solutions, Inc. Subsidiary · Delaware, United States
    • TrueCar Wholesale Solutions, Inc. Subsidiary · Delaware, 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 TrueCar 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$92.1M9 Dec 31, 2024$98.1M9 Dec 31, 2023−6.0%
Accumulated depreciation$76.4M9 Dec 31, 2024$79.2M9 Dec 31, 2023−3.5%
Property and equipment, net$15.7M9 Dec 31, 2024$18.9M9 Dec 31, 2023−16.7%
Operating-lease assets (leased space)$2.4M9 Dec 31, 2024$10.1M9 Dec 31, 2023−76.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$111.8M9 Dec 31, 2024$137.0M9 Dec 31, 2023−18.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$2.0M9 Dec 31, 2024$8.4M9 Dec 31, 2023−76.5%
Finite-lived intangibles, gross$24.2M9 Dec 31, 2023$24.2M13 Dec 31, 20220%
Accumulated amortization$15.8M9 Dec 31, 2023$10.2M13 Dec 31, 2022+54.7%
Finite-lived intangibles, net$8.4M9 Dec 31, 2023$14.0M13 Dec 31, 2022−40.0%

Properties, in its own words

We lease our principal office in Santa Monica, California. We believe that our facilities are adequate to meet our needs for the immediate future, and that should it be needed, we will be able to secure additional space to accommodate any such expansion of our operations.

Item 2 of the 10-K filed Feb 20, 2025.17

The story

Founded by Scott Painter in 2005.1

2005–2010: Early years

TRUECar was originally incorporated under the name "Zag.com Inc." in Delaware in February 2005. Scott Painter and Tom Taira started the business to provide white-label auto-buying programs to affinity groups.

Its initial partner was Capital One in order for its customers to arrange financing, access upfront pricing, and locate inventory online. Other noted co-founders include Jim Nguyen, Oded Noy, and Bernie Brenner.

After a year of development, Painter and Taira introduced TRUECar during Techcrunch's Startup Battlefield in 2008, launching it as a separate company from Zag.com. TRUECar gathers automotive retail transaction data from thousands of sources in order to enable consumers "to see what's paid" on any vehicle in the US. The two companies merged in 2010.

2011–2014: Pre-IPO

In January 2011, TRUECar released ClearBook, a used vehicle index that analyzes the used car market in the same way TRUECar did for new cars. In May, it acquired News Corp-backed Honk.com, a social car shopping platform.

In late 2011, it launched a television advertising campaign with commercials promoting its services. Shortly thereafter, TRUECar faced backlash from the automotive industry, when several state agencies and regulators notified TRUECar that its practices were noncompliant with some state laws.

In response to those notices, TRUECar overhauled its pricing structure, and moved from a pay-per-sale model to a performance-adjusted subscription model for dealers in some states. Meanwhile, in August, it acquired ALG, a company that provides information on future residual values of vehicles.

In a $150 million deal announced in January 2012, the company entered into an exclusive three-year partnership with Yahoo!, taking over and replacing its automotive services with its own solution.

TRUECar launched the first all-female racing team in 2012, with support from Penske Media Corporation and Dragon Racing. In June, The Virgin Group announced its partnership in support of TRUECar's "Women Empowered" initiative.

Read the full text

On May 16, 2014, TRUECar became publicly traded on NASDAQ under the stock ticker symbol TRUE.

2015–2019: Chip Perry Era

In 2015, 108 car dealerships sued TRUECar for false advertising of its non-negotiation policy and for violations of the Lanham Act; four years later, a federal judge dismissed the lawsuit. In July 2017, two years after former AutoTrader.com CEO Chip Perry replaced Painter in the same role at the company, it was reported that TRUECar's dealership network grew by more than 24% quarterly compared to the previous year.

In December 2017, TRUECar and the California New Car Dealers Association settled a lawsuit that the association had brought against TRUECar in 2015. In its lawsuit, the association had alleged that TRUECar's billing model violated California law. As part of the settlement, TRUECar agreed to modify its billing model in California.

Shortly after disappointing first quarter results in 2019, TRUECar announced the immediate resignations of the accountable senior executives, including CEO Chip Perry, CTO/CPO Tommy McClung, CMO Neeraj Gunsager, and EVP Brian Skutta. Also in 2019, some investors in TRUECar sued the company for misleading shareholders.

2020–present

In May 2020, having launched a new brand identity and redesign four months earlier, TRUECar announced a program focused on active military members designed to help offset its loss of the USAA Car Buying Service. With over 250 affinity partners, it announced a restructuring, that same month, including layoffs of 30% of its workforce.

On June 14, 2023, CEO Michael Darrow resigned after leading the company to four straight years of declining financial results. The company's CFO, Jantoon Reigersman took over as CEO and laid off 24% of the company's employees.

On January 21, 2026, it was announced that Fair Holdings, Inc. had completed the purchase of TRUECar in a take-private transaction. Fair Holdings is a company formed by a group of investors led by co-founder Painter and which has Zurich North America and AutoNation as some of its partners.

From Wikipedia’s article on TrueCar, shared under CC BY-SA 4.0.7

Leadership

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

Board members and other officers (36)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Digital Motors Corporation Delaware8
  • TrueCar Dealer Solutions, Inc. Delaware8
  • TrueCar Wholesale Solutions, Inc. Delaware8

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

Former names

  • Zag com IncMay 9, 2005 to Jun 15, 20106

Timeline

  1. Jan 22, 20268-K Completed an acquisition or sale; Listing notice or transfer; Change to shareholders' rights67
  2. Jan 21, 2026New chief executive Scott Painter becomes CEO1
  3. Dec 23, 20258-K Shareholder vote; Regulation FD disclosure68
  4. Dec 12, 20258-K Other events69
  5. Nov 5, 20258-K Results of operations70
  6. Oct 15, 20258-K Entered a material agreement; Regulation FD disclosure71
  7. Sep 5, 20258-K Executive or director change72
  8. Aug 29, 20258-K Executive or director change73
  9. Aug 6, 20258-K Results of operations74
  10. May 23, 20258-K Shareholder vote75
  11. May 5, 20258-K Results of operations76
  12. Feb 18, 20258-K Results of operations77
  13. Nov 6, 20248-K Results of operations78
  14. Jul 17, 2023New chief executive Jantoon Reigersman becomes CEO18
  15. Jun 10, 2019New chief executive Michael Darrow becomes CEO19
  16. Dec 16, 2015New chief executive Victor A. Perry Iii. becomes CEO20
  17. 2015New chief executive Chip Perry becomes CEO1
  18. May 15, 2014New chief executive Scott Painter becomes CEO21
  19. 2005Founded Founded1

Calendar

When it reported results

  1. Nov 5, 2025Reported quarterly or annual results70
  2. Aug 6, 2025Reported quarterly or annual results74
  3. May 5, 2025Reported quarterly or annual results76
  4. Feb 18, 2025Reported quarterly or annual results77
  5. Nov 6, 2024Reported quarterly or annual results78
  6. Aug 5, 2024Reported quarterly or annual results79
  7. Apr 29, 2024Reported quarterly or annual results80
  8. Feb 20, 2024Reported quarterly or annual results81

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

Filings

346 filings to the SEC since October 2021: 5 annual reports, 13 quarterly reports, 41 major events, 213 insider forms, 26 large holders, 48 other. The latest 20:

  1. Feb 12, 2026SCHEDULE 13G/A EDGAR
  2. Feb 10, 2026SCHEDULE 13G/A EDGAR
  3. Feb 9, 2026SCHEDULE 13G/A EDGAR
  4. Feb 2, 202615-12G EDGAR
  5. Jan 23, 20264 EDGAR
  6. Jan 23, 20264 EDGAR
  7. Jan 23, 20264 EDGAR
  8. Jan 23, 20264 EDGAR
  9. Jan 23, 20264 EDGAR
  10. Jan 23, 20264 EDGAR
  11. Jan 23, 20264 EDGAR
  12. Jan 23, 20264 EDGAR
  13. Jan 22, 2026S-8 POS EDGAR
  14. Jan 22, 2026S-8 POS EDGAR
  15. Jan 22, 2026S-8 POS EDGAR
  16. Jan 22, 2026S-8 POS EDGAR
  17. Jan 22, 2026S-8 POS EDGAR
  18. Jan 22, 2026S-8 POS EDGAR
  19. Jan 22, 2026S-8 POS EDGAR
  20. Jan 22, 2026S-8 POS EDGAR

The 346 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

14 open-market trades by officers, directors and large owners since October 2021: 2 buys and 12 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 21, 2024Swart JeffEVP, Gen. Counsel & SecretarySale20,000$2.82$56.4KForm 4
Mar 1, 2024Swart JeffEVP, Gen. Counsel & SecretarySale15,000$3.46$51.9KForm 4
Feb 29, 2024Swart JeffEVP, Gen. Counsel & SecretarySale15,000$3.45$51.8KForm 4
Feb 28, 2024Swart JeffEVP, Gen. Counsel & SecretarySale15,000$3.28$49.2KForm 4
Feb 27, 2024Swart JeffEVP, Gen. Counsel & SecretarySale15,000$3.25$48.8KForm 4
Feb 28, 2023Mendel John WDirectorSale25,000$2.33$58.2KForm 4
Feb 27, 2023Harrington Brendan LDirectorBuy10,400$2.45$25.5KForm 4
Nov 15, 2022Claus Christopher WDirectorBuy40,000$2.40$96.0KForm 4
Jun 21, 2022Mendel John WDirectorSale12,578$2.77$34.8KForm 4
Mar 3, 2022Mendel John WDirectorSale3,000$3.31$9.9KForm 4
Mar 2, 2022Mendel John WDirectorSale4,149$3.40$14.1KForm 4
Mar 1, 2022Mendel John WDirectorSale6,851$3.38$23.2KForm 4
Nov 2, 2021Buce RobertDirectorSale3,500$4.57$16.0KForm 4
Oct 15, 2021Buce RobertDirectorSale10,952$4.50$49.3KForm 4

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
2024Jantoon E. ReigersmanPresident and CEO43$500.0K$4.6M91
2024Oliver M. FoleyCFO40$400.0K$1.7M91
2024Jay J. KuChief Revenue Officer42$400.0K$1.7M91
2024Jeffrey J. SwartEVP, General Counsel and Secretary57$400.0K$1.5M91
2024Jill S. AngelCOO54$400.0K$1.5M91
2023Jantoon E. ReigersmanPresident and CEO43$471.4K$3.8M91
2023Jeffrey J. SwartEVP, General Counsel and Secretary57$400.0K$1.1M91
2023Jay J. KuChief Revenue Officer42$354.5K$1.1M91
2023Jill S. AngelCOO54$400.0K$1.1M91
2023Oliver M. FoleyCFO40$69.4K$906.3K91
2022Jantoon E. ReigersmanPresident and CEO43$443.8K$3.2M91
2022Jeffrey J. SwartEVP, General Counsel and Secretary57$400.0K$1.5M91
2022Jill S. AngelCOO54$283.3K$1.4M91

SEC filer profile

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

  • Name on EDGARTrueCar, Inc.2
  • CIK0001327318
  • Employer ID (EIN)04-380751117
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company17
  • Incorporated inDelaware17
  • Fiscal year endsDecember 312
  • Industry code (SIC)7370 Services-Computer Programming, Data Processing, Etc.2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address225 Santa Monica Blvd, 12Th Floor, Santa Monica, CA 904012
  • Phone800-200-20002
  • Shares outstanding88,940,050 as of Nov 3, 202515
  • Public float$282.5M as of Jun 30, 202417
  • AuditorPricewaterhouseCoopers LLP, Los Angeles, California PCAOB ID 238; it also attests to the company’s internal control over financial reporting17
  • On EDGAR sinceMay 9, 20052
  • Filings1,228 in all: 4 (797), 8-K (115), SC 13G/A (54), 3 (48), 10-Q (35), SC 13G (21), DEFA14A (16), 144 (14)2
    All 43 form types

    10-K (11), DEF 14A (11), S-8 (11), S-8 POS (11), 8-K/A (9), CORRESP (7), REGDEX (7), SCHEDULE 13G/A (7), 4/A (5), UPLOAD (5), EFFECT (4), S-1/A (4), 3/A (3), ARS (3), REGDEX/A (3), SCHEDULE 13G (3), 424B4 (2), 424B5 (2), D (2), S-1 (2), SCHEDULE 13D/A (2), 10-K/A (1), 15-12G (1), 25-NSE (1), 8-A12B (1), CERTNAS (1), CT ORDER (1), D/A (1), DEFM14A (1), DRS (1), DRSLTR (1), POS AM (1), PREM14A (1), S-3 (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Feb 20, 2025
    Quarterly report (10-Q) Nov 6, 2025
    Proxy statement (DEF 14A) Apr 8, 2025
    Latest 8-K (8-K) Jan 22, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareTRUEThe Nasdaq Global Select Market

From the cover page of the 10-K filed Feb 20, 2025 (Section 12(b) of the Exchange Act).17

Risk factors and legal proceedings

The risks TrueCar names in Item 1A of its 10-K filed Feb 20, 2025: 59 risks under these headings, as written.17

  • Risks Related to Our Business and Industry
  • Decreases in the quality or quantity of the leads we provide to dealers adversely affect our business and revenue by, among other things, decreasing our unit volume and causing some dealers on our network to lose faith in our value proposition and choose to leave our network or insist on lower subscription rates.
  • If we are not successful in rolling out new offerings, including our TrueCar+ offering, providing a compelling value proposition to consumers and dealers using those offerings, integrating our current and future offerings into such experiences or appropriately monetizing them, our business and prospects would be adversely affected.
  • Actions that we have taken and may take in the future to restructure our business in alignment with our strategic priorities may not be as effective as anticipated.
  • The growth of our business relies significantly on our ability to maintain and increase the revenues that we derive from dealers in our network of TrueCar Certified Dealers. Failure to do so would harm our financial performance.
  • The loss of a critical mass of dealers, either nationally or in any given geographic area, could deprive us of the data we need to provide certain of our key features, our inventory supply and certain key elements of our platform’s consumer-facing functionality, any of which would negatively affect our business.
  • Changes we make to our products, including as they relate to TrueCar+, may impact how such products are viewed by our dealers and consumers.
  • manufacturers, perceive us in a negative light or our relationships with them suffer harm, our ability to grow and our financial performance may be damaged.”
  • If we are unable to provide a compelling car-buying experience to our users, the number of transactions between our users and TrueCar Certified Dealers, and the number of TrueCar Certified Dealers, could decline, and our revenue and results of operations would suffer harm.
  • Economic and other conditions that impact consumer demand for automobiles, including interest rates, inflation, tariffs and fuel prices, may have a material adverse effect on our business, financial condition and results of operations.
  • The failure to attract manufacturers to participate in our car manufacturer incentive programs, or to induce manufacturers to remain participants in those programs, could reduce our growth or have an adverse effect on our operating results.
  • A significant reduction in the number of cars purchased from our TrueCar Certified Dealers by members of our affinity group marketing partners, such as the decrease in our unit volume following our termination of our partnership with USAA in 2020, would reduce our revenue and harm our operating results.
The other 48 risks
  • If key industry participants, including car dealers, affinity partners and automobile manufacturers, perceive us in a negative light or our relationships with them suffer harm, our ability to grow and our financial performance may be damaged.
  • Our business could be adversely affected by executive and other transitions in our senior management team or if any vacancies cannot be filled with qualified replacements in a timely manner.
  • An inability to retain, attract and integrate qualified personnel could harm our ability to develop and successfully grow our business.
  • We may fail to respond adequately to changes in technology and consumer demands that could lead to decreased demand for automobiles on our platform.
  • Our ability to enhance our current product offerings, or grow complementary product offerings, may be limited, which could negatively impact our growth rate, revenues and financial performance.
  • We may make product and investment decisions that do not prioritize short-term financial results and may not produce the long-term benefits that we expect.
  • Failure to maintain or increase our revenue, or to reduce our expenses as a percentage of revenue, would adversely affect our financial condition and profitability.
  • We cannot predict whether we will be able to maintain or grow our business. If we are unable to successfully respond to changes in the market, our business could be harmed.
  • We rely on relationships with data providers and may experience interruptions in the data feeds or API services they provide, which could adversely affect our current and future services and other product offerings, including TrueCar+, and otherwise negatively affect our business.
  • We rely, in part, on Internet search engines to drive traffic to our website, and if we fail to appear prominently in the search results, our traffic would decline, and our business would be adversely affected.
  • Our users may in some cases require dealers who wish to communicate with them other than by email to communicate by text message rather than by phone call. If consumers or dealers do not see value in this functionality, or if it results in privacy concerns, our business could be negatively affected.
  • The success of our business relies heavily on our marketing and branding efforts, especially with respect to the TrueCar website and our branded mobile applications, as well as those efforts of the affinity group marketing partners whose websites we power, and these efforts may not be successful.
  • If consumers and dealers do not respond positively to our branding, our financial performance and our ability to grow unique visitor traffic and expand our dealer network could be negatively affected.
  • We participate in a highly competitive market, and pressure from existing and new companies may adversely affect our business and operating results.
  • We are subject to a complex framework of laws and regulations, including, among others, those concerning vehicle sales, advertising and brokering, many of which are unsettled, still developing and contradictory, which have in the past, and could in the future, subject us to claims, challenge our business model or otherwise harm our business.
  • Motor Vehicle Sales, Advertising and Brokering Laws
  • Insurance Regulatory Laws
  • Laws Relating to Financial Products
  • Federal Advertising Regulations
  • Federal Antitrust Laws
  • Privacy Laws
  • Our business, TrueCar Certified Dealers and the automotive industry may be impacted by laws, regulations and other policies put in place in response to climate change.
  • We face litigation and are party to legal proceedings that could have a material adverse effect on our business, financial condition, results of operations and cash flows.
  • Stockholder Litigation
  • We have in the past undertaken and may in the future pursue acquisitions, divestitures, investments and other similar transactions, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results, and if we do not manage them successfully or if acquired entities or investments fail to perform as expected, our financial results, business and prospects could be harmed.
  • We collect, process, store, share, disclose and use personal information and other data, and our actual or perceived failure to protect this information and data could damage our reputation and brand and harm our business and operating results.
  • Security breaches and improper access to or disclosure of our data or user data, or other hacking and phishing attacks on our systems, could harm our reputation and adversely affect our business.
  • Our platform must integrate with a variety of web browsers and operating systems, both on desktop computers and mobile devices, that are developed by others, and our business is dependent on our ability to maintain our platform’s functionality and deliver a compelling user experience across those browsers and operating systems.
  • The success of our business depends on consumers’ continued and unimpeded access to our platform on the Internet.
  • Our products and internal systems rely on software that is highly technical. If it contains undetected errors or vulnerabilities, our business could be adversely affected.
  • Our business is dependent on our ability to maintain and scale our technical infrastructure, and any significant disruption in service on our website or mobile applications could damage our reputation and result in a loss of consumers, which could harm our business, brand, operating results and financial condition.
  • We rely on Amazon Web Services for the majority of our computing, storage, bandwidth and other services. Any disruption of or interference with our use of Amazon Web Services would negatively affect our operations and seriously harm our business.
  • Our growth in prior years may not be indicative of our future growth.
  • We have a history of losses, and we may not be profitable in the future.
  • Our number of unique visitors, revenue and operating results fluctuate due to seasonality.
  • Failure to adequately protect our intellectual property could harm our business and operating results.
  • We are occasionally party to intellectual property disputes, which can be costly and could harm our business and operating results.
  • The impairment of our goodwill, or any intangible or other long-lived assets or investments has required us in the past, and could further require us in the future, to record a non-cash charge to our earnings, which has materially and adversely affected our results of operations, and may again in the future.
  • Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail.
  • If our ability to use our net operating loss carryforwards and other tax attributes is limited, we may not receive the benefit of those assets.
  • Changes in applicable tax law and resolutions of tax disputes could negatively affect our financial results.
  • Risks Related to Ownership of Our Common Stock
  • We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, which could cause our stock price to decline.
  • The price of our common stock has been and may continue to be volatile, and the value of your investment could decline.
  • Concentration of ownership among our existing executive officers and directors, their affiliates and holders of 5% or more of our outstanding common stock may prevent new investors from influencing significant corporate decisions.
  • Sales of substantial amounts of our common stock in the public markets, or the perception that such sales might occur, could depress the market price of our common stock.
  • Future sales of shares by existing stockholders could cause our stock price to decline.
  • Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
  • Our 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, employees or agents.
  • We do not expect to declare any dividends in the foreseeable future.
  • We cannot guarantee that our share repurchase program will be fully used or that it will enhance long-term stockholder value. Share repurchases could also increase the volatility of the trading price of our stock and will diminish our cash reserves.
  • General Risk Factors
  • We have incurred and will continue to incur substantial costs as a result of operating as a public company, and our management has been and will be required to continue to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
  • If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.
  • Natural disasters, public health crises, political crises and other catastrophic events or other events outside of our control could damage our facilities or the facilities of third parties on which we depend, and could impact consumer spending.
  • We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us, our operating results, business and financial condition may be harmed.

Legal proceedings

Please refer to the disclosure under the heading “Legal Proceedings” in Note 9 “Commitments and Contingencies” to our annual consolidated financial statements included in Part II, Item 8 of this report for a description of our material pending legal proceedings, which disclosure is incorporated by reference into this Item 3 of Part I.

The opening of Item 3, Legal Proceedings.17

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