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What changed in Amplitude, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Amplitude, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+311 added−303 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in Amplitude, Inc.'s 2025 10-K

311 paragraphs added · 303 removed · 262 edited across 7 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

169 edited+32 added−26 removed303 unchanged
Biggest changeAny such changes at the federal level could require us to expend significant resources to modify our products, services, or operations to ensure compliance or remain competitive. U.S. legislation related to AI Technologies has also been introduced at the federal level and is advancing at the state level.
Biggest changeAccordingly, the scope and direction of orders, policies, rules and regulations related to AI Technologies at the federal level in the United States in the near future is uncertain. Any such changes at the federal level could require us to expend significant resources to modify our products, services, or operations to ensure compliance or remain competitive.
If we are unable to close one or more expected significant transactions with these customers in a particular period, or if an expected transaction is delayed until a subsequent period, our results of operations for that period, and for any future periods in which revenue from such transaction would otherwise have been recognized, may be adversely affected.
If we are unable to close one or more expected significant transactions with these customers in a particular period, or if an expected transaction is delayed until a subsequent period, our results of operations for that period, and for any future periods in which revenue from such transaction would otherwise have been recognized, may be adversely affected.
The EU AI Act, and developing interpretation and application of the GDPR in respect of automated decision making, together with developing guidance and/or decisions in this area, may affect our use of AI Technologies and our ability to provide, improve or commercialize our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations and financial condition.
The EU AI Act, and developing interpretation and application of the EU GDPR in respect of automated decision making, together with developing guidance and/or decisions in this area, may affect our use of AI Technologies and our ability to provide, improve or commercialize our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations and financial condition.
It is possible that new laws and regulations will be adopted in the United States and in other non-U.S. jurisdictions, or it is possible that new laws and regulations will be adopted in the United States and in other non-U.S. jurisdictions, or that existing laws and regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI Technologies for our business, or require us to change the way we use AI Technologies in a manner that negatively affects the performance of our products, services, and business and the way in which we use AI Technologies.
It is possible that new laws and regulations will be adopted in the United States and in other non-U.S. jurisdictions, or that existing laws and regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI Technologies for our business, or require us to change the way we use AI Technologies in a manner that negatively affects the performance of our products, services, and business and the way in which we use AI Technologies.
As a result of Russia’s invasion of Ukraine, governmental authorities in the United States, the European Union, and the United Kingdom, among others, launched an expansion of coordinated sanctions and export control measures, including, for example: • blocking sanctions on some of the largest state-owned and private Russian financial institutions (and their subsequent removal from the Society for Worldwide Interbank Financial Telecommunication payment system); • blocking sanctions against Russian and Belarusian individuals, including the Russian President, other politicians, and those with government connections or involvement in Russian military activities; • blocking sanctions against certain Russian businessmen and their businesses, some of which have significant financial and trade ties to the European Union; • blocking of Russia’s foreign currency reserves and prohibition on secondary trading in Russian sovereign debt and certain transactions with the Russian Central Bank, National Wealth Fund, and the Ministry of Finance of the Russian Federation; • expansion of sectoral sanctions in various sectors of the Russian and Belarusian economies and the defense sector; • U.K. sanctions introducing restrictions on providing loans to, and dealing in securities issued by, persons connected with Russia; • restrictions on access to the financial and capital markets in the European Union, as well as prohibitions on aircraft leasing operations; • sanctions prohibiting most commercial activities of U.S., U.K., and E.U. persons in the so-called People’s Republic of Donetsk and the so-called People’s Republic of Luhansk (and, with respect to the European Union, the areas of Kherson 33 and Zaporizhzhia not controlled by the Ukrainian government), with all of these new restrictions largely tracking prior prohibitions relating to Crimea and Sevastopol; • enhanced import and export controls and trade sanctions targeting Russia’s imports of technological goods, including E.U. and U.K. prohibitions on exporting a wide range of “industrial” goods to Russia (and on importing a large number of “revenue-generating” goods from Russia).
As a result of Russia’s invasion of Ukraine, governmental authorities in the United States, the European Union, and the United Kingdom, among others, launched an expansion of coordinated sanctions and export control measures, including, for example: • blocking sanctions on some of the largest state-owned and private Russian financial institutions (and their subsequent removal from the Society for Worldwide Interbank Financial Telecommunication payment system); • blocking sanctions against Russian and Belarusian individuals, including the Russian President, other politicians, and those with government connections or involvement in Russian military activities; • blocking sanctions against certain Russian businessmen and their businesses, some of which have significant financial and trade ties to the European Union; • blocking of Russia’s foreign currency reserves and prohibition on secondary trading in Russian sovereign debt and certain transactions with the Russian Central Bank, National Wealth Fund, and the Ministry of Finance of the Russian Federation; • expansion of sectoral sanctions in various sectors of the Russian and Belarusian economies and the defense sector; • U.K. sanctions introducing restrictions on providing loans to, and dealing in securities issued by, persons connected with Russia; • restrictions on access to the financial and capital markets in the European Union, as well as prohibitions on aircraft leasing operations; • sanctions prohibiting most commercial activities of U.S., U.K., and E.U. persons in the so-called People’s Republic of Donetsk and the so-called People’s Republic of Luhansk (and, with respect to the European Union, the areas of Kherson and Zaporizhzhia not controlled by the Ukrainian government), with all of these new restrictions largely tracking prior prohibitions relating to Crimea and Sevastopol; • enhanced import and export controls and trade sanctions targeting Russia’s imports of technological goods, including E.U. and U.K. prohibitions on exporting a wide range of “industrial” goods to Russia (and on importing a large number of “revenue-generating” goods from Russia).
Our restated certificate of incorporation and our amended and restated bylaws provide that: (i) unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for: (A) any derivative action or proceeding brought on our behalf, (B) any action asserting a claim for or based on a breach of a fiduciary duty owed by any of our current or former directors, officers, other employees, agents, or stockholders to us or our stockholders, including, without limitation, a claim alleging the aiding and abetting of such a breach of fiduciary duty, (C) any action asserting a claim against us or any of our current or former directors, officers, other employees, agents, or stockholders arising pursuant to any provision of the Delaware General Corporation Law or our restated certificate of incorporation or amended and restated bylaws or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware, or (D) any action asserting a claim related to or involving us that is governed by the internal affairs doctrine; (ii) unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under 42 the Securities Act and the rules and regulations promulgated thereunder; (iii) the exclusive forum provisions are intended to benefit and may be enforced by us, our officers and directors, the financial advisors to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering; and (iv) any person or entity purchasing or otherwise acquiring or holding any interest in our shares of capital stock will be deemed to have notice of and consented to these provisions.
Our restated certificate of incorporation and our amended and restated bylaws provide that: (i) unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for: (A) any derivative action or proceeding brought on our behalf, (B) any action asserting a claim for or based on a breach of a fiduciary duty owed by any of our current or former directors, officers, other employees, agents, or stockholders to us or our stockholders, including, without limitation, a claim alleging the aiding and abetting of such a breach of fiduciary duty, (C) any action asserting a claim against us or any of our current or former directors, officers, other employees, agents, or stockholders arising pursuant to any provision of the Delaware General Corporation Law or our restated certificate of incorporation or amended and restated bylaws or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware, or (D) any action asserting a claim related to or involving us that is governed by the internal affairs doctrine; (ii) unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the rules and regulations promulgated thereunder; (iii) the exclusive forum provisions are intended to benefit and may be enforced by us, our officers and directors, the financial advisors to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering; and (iv) any person or entity purchasing or otherwise acquiring or holding any interest in our shares of capital stock will be deemed to have notice of and consented to these provisions.
Our restated certificate of incorporation and amended and restated bylaws include provisions that: • authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our Class A common stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our board of directors; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; • establish that our board of directors is divided into three classes, with each class serving three-year staggered terms; • prohibit cumulative voting in the election of directors; • provide that our directors may only be removed for cause; • provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and 41 • require the approval of our board of directors or the holders of at least 66 2/3% of our outstanding shares of voting stock to amend our bylaws and certain provisions of our certificate of incorporation.
Our restated certificate of incorporation and amended and restated bylaws include provisions that: • authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our Class A common stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our board of directors; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; • establish that our board of directors is divided into three classes, with each class serving three-year staggered terms; • prohibit cumulative voting in the election of directors; • provide that our directors may only be removed for cause; • provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and • require the approval of our board of directors or the holders of at least 66 2/3% of our outstanding shares of voting stock to amend our bylaws and certain provisions of our certificate of incorporation.
Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful; • we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law; • we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification; • the rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons; and • we may not retroactively amend our amended and restated bylaws to reduce our indemnification obligations to directors, officers, employees, and agents.
Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful; • we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law; • we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification; 44 • the rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons; and • we may not retroactively amend our amended and restated bylaws to reduce our indemnification obligations to directors, officers, employees, and agents.
Moreover, assuming the availability of certain public information about us, (i) non-affiliates who have beneficially owned our common stock for at least six months may rely on Rule 144 to sell their shares of common stock, and (ii) our directors, executive 40 officers, and other affiliates who have beneficially owned our common stock for at least six months will be entitled to sell their shares of our Class A common stock subject to volume and other limitations under Rule 144 and various vesting agreements.
Moreover, assuming the availability of certain public information about us, (i) non-affiliates who have beneficially owned our common stock for at least six months may rely on Rule 144 to sell their shares of common stock, and (ii) our directors, executive officers, and other affiliates who have beneficially owned our common stock for at least six months will be entitled to sell their shares of our Class A common stock subject to volume and other limitations under Rule 144 and various vesting agreements.
Foreign Corrupt Practices Act (“FCPA”), U.S. bribery laws, the UK Bribery Act, and similar laws and regulations in other jurisdictions; • increased financial accounting and reporting burdens and complexities; • requirements or preferences for domestic products; • differing technical standards, existing or future regulatory and certification requirements, and required features and functionality; • burdens of complying with laws and regulations related to privacy and data security, including the E.U.
Foreign Corrupt Practices Act (“FCPA”), U.S. bribery laws, the UK Bribery Act, and similar laws and regulations in other jurisdictions; • increased financial accounting and reporting burdens and complexities; • requirements or preferences for domestic products; • differing technical standards, existing or future regulatory and certification requirements, and required features and functionality; 30 • burdens of complying with laws and regulations related to privacy and data security, including the E.U.
In addition, high levels of customer satisfaction and market adoption are central to our marketing model. Any decrease in our customers’ satisfaction with our products, including as a result of actions outside of our control, could harm word-of-mouth referrals and our brand. 26 Additionally, many customers never convert from our free-tier, self-service option to a paid subscription contract.
In addition, high levels of customer satisfaction and market adoption are central to our marketing model. Any decrease in our customers’ satisfaction with our products, including as a result of actions outside of our control, could harm word-of-mouth referrals and our brand. Additionally, many customers never convert from our free-tier, self-service option to a paid subscription contract.
Should any of these statements be untrue or become untrue, even in circumstances beyond our reasonable control, we may face claims of misrepresentation or deceptiveness by the U.S. Federal Trade Commission (the “FTC”), state, federal, and foreign regulators, and private litigants. Further, we have contractual and legal obligations to notify relevant stakeholders of security breaches.
Should any of these statements be untrue or become untrue, even in circumstances beyond our reasonable control, we may face claims of misrepresentation or deceptiveness by the U.S. Federal Trade Commission (the “FTC”), state, federal, and foreign regulators, and private litigants. 25 Further, we have contractual and legal obligations to notify relevant stakeholders of security breaches.
The imposition by state governments or local governments of sales tax collection obligations on out-of-state sellers could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors, and decrease our future sales, which could have a material adverse effect on our business and results of operations.
The imposition by state governments or local governments of sales tax 40 collection obligations on out-of-state sellers could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors, and decrease our future sales, which could have a material adverse effect on our business and results of operations.
Other states have also passed AI-focused legislation, such as 32 Colorado’s Artificial Intelligence Act, which will require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination, and Utah’s Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions.
Other states have also passed AI-focused legislation, such as Colorado’s Artificial Intelligence Act, which will require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination, and Utah’s Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions.
Efforts to comply with such reporting requirements could divert management’s attention from our incident response 23 and could potentially reveal system vulnerabilities to threat actors. Failure to timely report incidents under these rules could also result in monetary fines, sanctions, or subject us to other forms of liability.
Efforts to comply with such reporting requirements could divert management’s attention from our incident response and could potentially reveal system vulnerabilities to threat actors. Failure to timely report incidents under these rules could also result in monetary fines, sanctions, or subject us to other forms of liability.
Risks Related to Regulatory Compliance and Legal Matters We are subject to government regulation, including import, export control, economic sanctions, and trade sanctions, and anti-corruption laws and regulations, which may expose us to liability and increase our costs. 31 Our activities must be conducted in compliance with U.S. export controls, including the U.S.
Risks Related to Regulatory Compliance and Legal Matters We are subject to government regulation, including import, export control, economic sanctions, and trade sanctions, and anti-corruption laws and regulations, which may expose us to liability and increase our costs. Our activities must be conducted in compliance with U.S. export controls, including the U.S.
Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform and offerings. Further, litigation may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others.
Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform and offerings. 32 Further, litigation may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others.
If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, financial condition, and results of operations could be materially adversely affected. If the market for SaaS applications develops more slowly than we expect or declines, our business would be materially adversely affected.
If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, financial condition, and results of operations could be materially adversely affected. 21 If the market for SaaS applications develops more slowly than we expect or declines, our business would be materially adversely affected.
Specifically, the CJEU has expanded the scope for automated decision making under the GDPR by finding that automated decision making activities can fall within the GDPR’s restrictions on those activities even if the required legal or similarly significant effect for the individual is carried out by a third party.
Specifically, the CJEU has expanded the scope for automated decision making under the EU GDPR by finding that automated decision making activities can fall within the EU GDPR’s restrictions on those activities even if the required legal or similarly significant effect for the individual is carried out by a third party.
In the ordinary course of our business, we collect, store and transmit large amounts of confidential information, including intellectual property, proprietary business information, 22 and personal information (collectively, “Confidential Information”) of customers and our employees and contractors. Our platform also stores, transmits, and processes our customers’ proprietary data, including personal or identifying information of their customers or employees.
In the ordinary course of our business, we collect, store and transmit large amounts of confidential information, including intellectual property, proprietary business information, and personal information (collectively, “Confidential Information”) of customers and our employees and contractors. Our platform also stores, transmits, and processes our customers’ proprietary data, including personal or identifying information of their customers or employees.
We are continuing to monitor the situation in Ukraine and assessing its impact on our business, including our business partners and customers. Such circumstances, combined with sanctions have resulted in disruptions to our customers businesses in the impacted regions, including, at times, their ability to pay for our services.
We are continuing to monitor the situation in Ukraine and assessing its impact on our business, including our business partners and customers. Such circumstances, combined with sanctions have resulted in disruptions to our customers' businesses in the impacted regions, including, at times, their ability to pay for our services.
If we invest substantial time and resources to further expand our international operations and are unable to do so successfully and in a timely manner, our business, financial condition, and results of operations could be materially adversely affected. 28 The war in Ukraine could materially adversely affect our business, results of operations, and financial condition.
If we invest substantial time and resources to further expand our international operations and are unable to do so successfully and in a timely manner, our business, financial condition, and results of operations could be materially adversely affected. The war in Ukraine could materially adversely affect our business, results of operations, and financial condition.
Further, in Europe we are subject to the GDPR, which regulates our use of personal data for automated decision making that results in a legal or similarly significant effect on an individual, and provides rights to individuals in respect of that automated decision making.
Further, in Europe we are subject to the EU GDPR, which regulates our use of personal data for automated decision making that results in a legal or similarly significant effect on an individual, and provides rights to individuals in respect of that automated decision making.
In addition, while we do not expect to issue any additional shares of Class B common stock, any future issuances of Class B common stock would be dilutive to holders of Class A common stock. We cannot predict the impact our dual class structure may have on the trading price of our Class A common stock.
In addition, while we do not expect to issue any additional shares of Class B common stock, any future issuances of Class B common stock would be dilutive to holders of Class A common stock. 42 We cannot predict the impact our dual class structure may have on the trading price of our Class A common stock.
Additionally, certain open-source software licenses are difficult to interpret and require the user of such software to make the source code of any derivative works of the open-source code and certain related software available to third parties with few restrictions on the use or further distribution of such software by such third parties.
Additionally, certain open-source software licenses are difficult to interpret and require the user of such software to make the source code of any derivative works of the open-source code and certain related software available to third parties with few restrictions on the 33 use or further distribution of such software by such third parties.
Any such acquisitions or investments may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures.
Any such acquisitions, partnerships, or investments may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures.
If we are unable to develop adequate plans to ensure that our business functions continue to operate during and 44 after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business and reputation would be harmed.
If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business and reputation would be harmed.
Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards (“NOLs”) to offset its post-change income or taxes may be limited.
Our ability to use our net operating loss carryforwards may be limited. 39 Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards (“NOLs”) to offset its post-change income or taxes may be limited.
As a result, potential changes in our pricing policies, or our rate of customer expansion or retention, may not be fully reflected in our results of operations 25 until future periods. Moreover, larger organizations may demand price concessions.
As a result, potential changes in our pricing policies, or our rate of customer expansion or retention, may not be fully reflected in our results of operations until future periods. Moreover, larger organizations may demand price concessions.
In addition to the other risks described herein, other factors that may cause our results of operations or key metrics to fluctuate include: • fluctuations in demand for, or pricing of, our Digital Analytics Platform, including as a result of our introduction of new products, features, and functionality; • fluctuations in usage of our Digital Analytics Platform; • our ability to attract new customers; • our ability to retain existing customers; • customer expansion rates; • investments in new products, features, and functionality; • the timing of our customers’ purchases; • the speed with which customers are able to migrate data onto our platform after purchasing capacity; • awareness of our brand on a global basis; • fluctuations or delays in purchasing decisions in anticipation of new products, features, or functionality developed or acquired by us or our competitors; • changes in customers’ budgets and in the timing of their budget cycles and purchasing decisions; • our ability to control costs, including our operating expenses; • the amount and timing of costs associated with our cloud computing infrastructure, particularly the cloud services provided by Amazon Web Services (“AWS”); • the amount and timing of payment for operating expenses, particularly research and development and sales and marketing expenses; 17 • the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments, and other non-cash charges; • the amount and timing of costs associated with recruiting, training, and integrating new employees and retaining and motivating existing employees; • the ability to identify and complete, and the effects of, mergers, acquisitions, or strategic partnerships, and the ensuing integration efforts; • general economic, market, and industry conditions (including the current inflationary economic environment, rising interest rates, tariffs, and a potential recession), both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate, and related difficulties in collections; • the potential adverse impact of climate change, natural disasters, health epidemics (such as the COVID-19 pandemic or similar outbreaks of disease), political and social instability, including acts of war or other armed conflicts (including the war in Ukraine and the conflicts in the Middle East), and terrorist activities, on our business, operations, and the markets and communities in which we and our customers and partners operate and the disruption these events may cause to the global economy; • the impact of new accounting pronouncements; • new and changing laws, regulations, executive orders and enforcement priorities; • changes in regulatory or legal environments that may cause us to incur, among other things, expenses associated with compliance, particularly with respect to compliance with evolving privacy and data protection laws and regulations, as well as export control, economic and trade sanctions, anti-corruption, and anti-money laundering laws; the overall tax rate for our business, which may be affected by the mix of income we earn in the United States and in jurisdictions with comparatively lower tax rates, the effects of stock-based compensation, and the effects of changes in our business; • the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period; • fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies; • changes in the competitive dynamics of our market, including consolidation among competitors or customers; and • significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our platform.
In addition to the other risks described herein, other factors that may cause our results of operations or key metrics to fluctuate include: • fluctuations in demand for, or pricing of, our AI Analytics Platform, including as a result of our introduction of new products, features, and functionality; • fluctuations in usage of our AI Analytics Platform; • our ability to attract new customers; • our ability to retain existing customers; • customer expansion rates; • investments in new products, features, and functionality; • the timing of our customers’ purchases; • the speed with which customers are able to migrate data onto our platform after purchasing capacity; • awareness of our brand on a global basis; • fluctuations or delays in purchasing decisions in anticipation of new products, features, or functionality developed or acquired by us or our competitors; • changes in customers’ budgets and in the timing of their budget cycles and purchasing decisions; • our ability to control costs, including our operating expenses; • the amount and timing of costs associated with our cloud computing infrastructure, particularly the cloud services provided by Amazon Web Services (“AWS”); • the amount and timing of payment for operating expenses, particularly research and development and sales and marketing expenses; 19 • the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments, and other non-cash charges; • the amount and timing of costs associated with recruiting, training, and integrating new employees and retaining and motivating existing employees; • the ability to identify and complete, and the effects of, mergers, acquisitions, or strategic partnerships, and the ensuing integration efforts; • general economic, market, and industry conditions (including the current inflationary economic environment, rising interest rates, tariffs, and a potential recession), both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate, and related difficulties in collections; • the potential adverse impact of climate change, natural disasters, health epidemics, political and social instability, including acts of war or other armed conflicts (including the war in Ukraine and the conflicts in the Middle East), and terrorist activities, on our business, operations, and the markets and communities in which we and our customers and partners operate and the disruption these events may cause to the global economy; • the impact of new accounting pronouncements; • new and changing laws, regulations, executive orders and enforcement priorities; • changes in regulatory or legal environments that may cause us to incur, among other things, expenses associated with compliance, particularly with respect to compliance with evolving privacy and data protection laws and regulations, as well as export control, economic and trade sanctions, anti-corruption, and anti-money laundering laws; the overall tax rate for our business, which may be affected by the mix of income we earn in the United States and in jurisdictions with comparatively lower tax rates, the effects of stock-based compensation, and the effects of changes in our business; • the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period; • fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies; • changes in the competitive dynamics of our market, including consolidation among competitors or customers; and • significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our platform.
In particular, we intend to continue to invest significant resources in: • the development of our Digital Analytics Platform, including investments in our research and development team, the development or acquisition of new products, features, and functionality, and improvements to the scalability, availability, and security of our platform; • our technology infrastructure, including expansion of our activities in third-party data centers that we may lease, enhancements to our network operations and infrastructure, and hiring of additional employees; • sales and marketing; • additional international expansion, in an effort to increase our customer base and sales; and • general administration, including legal, accounting, and other expenses.
In particular, we intend to continue to invest significant resources in: • the development of our AI Analytics Platform, including investments in our research and development team, the development or acquisition of new products, features, and functionality, and improvements to the scalability, availability, and security of our platform; • our technology infrastructure, including expansion of our activities in third-party data centers that we may lease, enhancements to our network operations and infrastructure, and hiring of additional employees; • sales and marketing; • additional international expansion, in an effort to increase our customer base and sales; and • general administration, including legal, accounting, and other expenses.
While we take measures designed to ensure the accuracy of AI-generated insights, those measures may not always be successful, and in some cases, we may need to rely on users to report such inaccuracies.
While we take measures designed to ensure the accuracy of 23 AI-generated insights, those measures may not always be successful, and in some cases, we may need to rely on users to report such inaccuracies.
If we fail to successfully manage our anticipated growth and changes to our business, the quality of our products may suffer, which could negatively affect our brand and reputation and harm our ability to attract new customers and retain existing customers.
If we fail to successfully manage our growth and changes to our business, the quality of our products may suffer, which could negatively affect our brand and reputation and harm our ability to attract new customers and retain existing customers.
Recent case law from the Court of Justice of the European Union (“CJEU”) has taken an expansive view of the scope of the GDPR’s requirements around automated decision making and introduced uncertainty in the interpretation of these rules.
Recent case law from the Court of Justice of the European Union (“CJEU”) has taken an expansive view of the scope of the EU GDPR’s requirements around automated decision making and introduced uncertainty in the interpretation of these rules.
If we are unable to develop and offer features that meet legal requirements or help our customers meet their obligations under the laws or regulations relating to privacy, data protection, or information security, or if we violate or are perceived to violate any laws, regulations, or other obligations relating to privacy, data protection, or information security, we may experience reduced demand for our Digital Analytics Platform, harm to our reputation, and could become subject to investigations, claims, and other remedies, which would expose us to significant fines, penalties, and other damages, all of which would harm our business.
If we are unable to develop and offer features that meet legal requirements or help our customers meet their obligations under the laws or regulations relating to privacy, data protection, or information security, or if we violate or are perceived to violate any laws, regulations, or other obligations relating to privacy, data protection, or information security, we may experience reduced demand for our AI Analytics Platform, harm to our reputation, and could become subject to investigations, claims, and other remedies, which would expose us to significant fines, penalties, and other damages, all of which would harm our business.
In addition, government agencies or private organizations may impose additional laws, regulations, standards, or protocols involving taxation, tariffs, privacy, data protection, information security, content, copyrights, distribution, electronic contracts and other communications, consumer protection, and the characteristics and quality of services, any of which could decrease the demand for our Digital Analytics Platform or result in reductions in the demand for internet-based platforms such as ours.
In addition, government agencies or private organizations may impose additional laws, regulations, standards, or protocols involving taxation, tariffs, privacy, data protection, information security, content, copyrights, distribution, electronic contracts and other communications, consumer protection, and the characteristics and quality of services, any of which could decrease the demand for our AI Analytics Platform or result in reductions in the demand for internet-based platforms such as ours.
If we are ultimately unable to achieve profitability at the level anticipated by industry or financial analysts and our stockholders, the trading price of our Class A common stock may decline. 16 Our efforts to grow our business may be costlier than we expect, or our revenue growth rate may be slower than we expect, and we may not be able to increase our revenue enough to offset the increase in operating expenses resulting from these investments.
If we are ultimately unable to achieve profitability at the level anticipated by industry or financial analysts and our stockholders, the trading price of our Class A common stock may decline. 18 Our efforts to grow our business may be costlier than we expect, or our revenue growth rate may be slower than we expect, and we may not be able to increase our revenue enough to offset the increase in operating expenses resulting from these investments.
Our customer retention and expansion and the rate at which we attract new customers may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our Digital Analytics Platform, our support capabilities, our prices and pricing plans, the prices and value of competing products, reductions in our customers’ spending levels, new product releases, mergers and acquisitions affecting our customer base, or the effects of global economic conditions.
Our customer retention and expansion and the rate at which we attract new customers may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our AI Analytics Platform, our support capabilities, our prices and pricing plans, the prices and value of competing products, reductions in our customers’ spending levels, new product releases, mergers and acquisitions affecting our customer base, or the effects of global economic conditions.
If these services become unavailable due to extended outages, interruptions, or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage our business could be interrupted, and our processes for managing sales of and delivering our Digital Analytics Platform could be impaired until we are able to identify, obtain, and implement equivalent services, if we are able to do so at all.
If these services become unavailable due to extended outages, interruptions, or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage our business could be interrupted, and our processes for managing sales of and delivering our AI Analytics Platform could be impaired until we are able to identify, obtain, and implement equivalent services, if we are able to do so at all.
The trading price of our Class A common stock has fluctuated and may in the future fluctuate substantially in response to numerous factors in addition to the ones described in the preceding risk factors, many of which are beyond our control, including: • actual or anticipated fluctuations in our financial condition, results of operations, or operating metrics and those of our competitors; • changes in our projected operating and financial results or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or variance in our financial performance from expectations of securities analysts; • changes in the pricing of our Digital Analytics Platform; • changes in the anticipated future size or growth rate of our addressable markets; • changes in laws or regulations applicable to our Digital Analytics Platform; • announcements by us or our competitors of significant business developments, acquisitions, or new offerings; • significant data breaches, disruptions to, or other incidents involving, our platform; • our involvement in litigation; • changes in our board of directors, senior management, or key personnel; • the number of shares of our Class A common stock made available for trading; • future sales of our Class A common stock by us or our stockholders; • the trading volume of our Class A common stock; • changes in the anticipated future size and growth rate of our market; • general economic, market, and industry conditions, including economic slowdowns, recessions, inflationary pressures, rising interest rates, financial market fluctuations, and reduced credit availability; • other events or factors, including those resulting from war or armed conflicts (including those in Ukraine and the Middle East), incidents of terrorism, pandemics, elections, or responses to these events; and • whether investors or securities analysts view our stock structure unfavorably, particularly our dual class structure and the concentrated voting control of our executive officers, directors, and their affiliates.
The trading price of our Class A common stock has fluctuated and may in the future fluctuate substantially in response to numerous factors in addition to the ones described in the preceding risk factors, many of which are beyond our control, including: • actual or anticipated fluctuations in our financial condition, results of operations, or operating metrics and those of our competitors; • changes in our projected operating and financial results or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or variance in our financial performance from expectations of securities analysts; • changes in the pricing of our AI Analytics Platform; • changes in the anticipated future size or growth rate of our addressable markets; • changes in laws or regulations applicable to our AI Analytics Platform; • announcements by us or our competitors of significant business developments, acquisitions, or new offerings; • significant data breaches, disruptions to, or other incidents involving, our platform; • our involvement in litigation; 41 • changes in our board of directors, senior management, or key personnel; • the number of shares of our Class A common stock made available for trading; • future sales of our Class A common stock by us or our stockholders; • the trading volume of our Class A common stock; • changes in the anticipated future size and growth rate of our market; • general economic, market, and industry conditions, including economic slowdowns, recessions, inflationary pressures, rising interest rates, tariffs, trade wars, financial market fluctuations, and reduced credit availability; • other events or factors, including those resulting from war or armed conflicts (including those in Ukraine and the Middle East), incidents of terrorism, pandemics, elections, or responses to these events; and • whether investors or securities analysts view our stock structure unfavorably, particularly our dual class structure and the concentrated voting control of our executive officers, directors, and their affiliates.
If we are unable to enhance our Digital Analytics Platform to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, more conveniently, or more securely than our platform, our business, financial condition, and results of operations would be materially adversely affected.
If we are unable to enhance our AI Analytics Platform to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, more conveniently, or more securely than our platform, our business, financial condition, and results of operations would be materially adversely affected.
As usage of our Digital Analytics Platform grows, we will need to devote additional resources to improving our platform’s features and functionality, developing or acquiring new products, and maintaining infrastructure performance. Even if we are able to upgrade our systems and expand our personnel, any such expansion will be expensive and complex, requiring management’s time and attention.
As usage of our AI Analytics Platform grows, we will need to devote additional resources to improving our platform’s features and functionality, developing or acquiring new products, and maintaining infrastructure performance. Even if we are able to upgrade our systems and expand our personnel, any such expansion will be expensive and complex, requiring management’s time and attention.
If we or our implementation partners fail to train customers on how to efficiently and effectively use our Digital Analytics Platform or if we fail to provide adequate product support to our customers, we may lose opportunities for additional subscriptions, customers may choose not to renew or expand the use of our Digital Analytics Platform, we may experience negative publicity or legal claims against us, and our reputation and brand may suffer.
If we or our implementation partners fail to train customers on how to efficiently and effectively use our AI Analytics Platform or if we fail to provide adequate product support to our customers, we may lose opportunities for additional subscriptions, customers may choose not to renew or expand the use of our AI Analytics Platform, we may experience negative publicity or legal claims against us, and our reputation and brand may suffer.
In order to grow our business, we must develop products, features, and functionality that reflect the changing needs of customers, and we believe that the pace of innovation will continue to accelerate. The success of any enhancement to our Digital Analytics Platform depends on several factors, including timely completion, adequate quality testing, and market acceptance.
In order to grow our business, we must develop products, features, and functionality that reflect the changing needs of customers, and we believe that the pace of innovation will continue to accelerate. The success of any enhancement to our AI Analytics Platform depends on several factors, including timely completion, adequate quality testing, and market acceptance.
However, we may have experienced ownership changes after December 31, 2023, and may experience ownership changes as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. Such a change or changes could limit the amount of NOLs that we can utilize annually to offset future taxable income.
However, we may have experienced ownership changes after December 31, 2024, and may experience ownership changes as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. Such a change or changes could limit the amount of NOLs that we can utilize annually to offset future taxable income.
If the use of the internet is adversely affected by these issues, demand for our Digital Analytics Platform could decline. Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
If the use of the internet is adversely affected by these issues, demand for our AI Analytics Platform could decline. Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
The market in which we operate is highly competitive, and if we do not compete effectively, our business, financial condition, and results of operations could be materially adversely affected. The market for applications that look to address digital analytics is fragmented, rapidly evolving, and highly competitive, with relatively low barriers to entry.
The market in which we operate is highly competitive, and if we do not compete effectively, our business, financial condition, and results of operations could be materially adversely affected. The market for applications that look to address AI analytics is fragmented, rapidly evolving, and highly competitive, with relatively low barriers to entry.
Pricing pressures and increased competition generally could result in reduced sales, reduced margins, financial losses, or the failure of our Digital Analytics Platform to achieve or maintain more widespread market acceptance, any of which could harm our business. Our competitors vary in size and in the breadth and scope of the products and services they offer.
Pricing pressures and increased competition generally could result in reduced sales, reduced margins, financial losses, or the failure of our AI Analytics Platform to achieve or maintain more widespread market acceptance, any of which could harm our business. Our competitors vary in size and in the breadth and scope of the products and services they offer.
Further, other established SaaS providers not currently focused on digital analytics may expand their services to compete with us. Many of our current and potential competitors have established marketing relationships, access to larger customer bases, pre-existing customer relationships, and major distribution agreements with consultants, system integrators, and resellers.
Further, other established SaaS providers not currently focused on AI analytics may expand their services to compete with us. Many of our current and potential competitors have established marketing relationships, access to larger customer bases, pre-existing customer relationships, and major distribution agreements with consultants, system integrators, and resellers.
Our customers and prospective customers expect our Digital Analytics Platform to integrate with a variety of software platforms, and we need to continuously modify and enhance our platform to adapt to changes in software, browser, and database technologies. We have developed our platform to be able to integrate with third-party SaaS applications through the interaction of application programming interfaces (“APIs”).
Our customers and prospective customers expect our AI Analytics Platform to integrate with a variety of software platforms, and we need to continuously modify and enhance our platform to adapt to changes in software, browser, and database technologies. We have developed our platform to be able to integrate with third-party SaaS applications through the interaction of application programming interfaces (“APIs”).
Accordingly, the effect of significant downturns in sales and market acceptance of our Digital Analytics Platform, including as a result of a general economic downturn, and potential changes in our pricing policies or rate of customer expansion or retention, may not be fully reflected in our results of operations until future periods.
Accordingly, the effect of significant downturns in sales and market acceptance of our AI Analytics Platform, including as a result of a general economic downturn, and potential changes in our pricing policies or rate of customer expansion or retention, may not be fully reflected in our results of operations until future periods.
The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of companies covered by our market opportunity estimates will purchase our Digital Analytics Platform or generate any particular level of revenue for us.
The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of companies covered by our market opportunity estimates will purchase our AI Analytics Platform or generate any particular level of revenue for us.
In future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including slowing demand for our Digital Analytics Platform, increased competition, changes to technology, a decrease in the growth of our overall market, or our failure, for any reason, to manage our growth effectively or to continue to take advantage of growth opportunities.
In future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including slowing demand for our AI Analytics Platform, increased competition, changes to technology, a decrease in the growth of our overall market, or our failure, for any reason, to manage our growth effectively or to continue to take advantage of growth opportunities.
Additionally, government agencies have adopted, or may adopt, laws and regulations, and companies have adopted and may adopt policies regarding the collection and use of personal information obtained from consumers and other individuals, or may seek to access information on our platform, either of which may reduce the overall demand for our Digital Analytics Platform.
Additionally, government agencies have adopted, or may adopt, laws and regulations, and companies have adopted and may adopt policies regarding the collection and use of personal information obtained from consumers and other individuals, or may seek to access information on our platform, either of which may reduce the overall demand for our AI Analytics Platform.
Some of these partners may also market, sell, and support offerings that are competitive with ours, may devote more resources to the marketing, sales, and support of such competitive offerings, may have incentives to promote our competitors’ offerings to the detriment of our own, or may cease selling access to our Digital Analytics Platform altogether.
Some of these partners may also market, sell, and support offerings that are competitive with ours, may devote more resources to the marketing, sales, and support of such competitive offerings, may have incentives to promote our competitors’ offerings to the detriment of our own, or may cease selling access to our AI Analytics Platform altogether.
For example, enterprise customers, which we define as customers with more than 1,000 employees or $100 million in revenue, may require considerable time to evaluate and test our Digital Analytics Platform prior to making a purchase decision and placing an order.
For example, enterprise customers, which we define as customers with more than 1,000 employees or $100 million in revenue, may require considerable time to evaluate and test our AI Analytics Platform prior to making a purchase decision and placing an order.
To the extent there is a sustained general economic downturn and our Digital Analytics Platform is perceived by customers or potential customers as costly, or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in spending on software applications.
To the extent there is a sustained general economic downturn and our AI Analytics Platform is perceived by customers or potential customers as costly, or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in spending on software applications.
In addition, we will need to appropriately scale our internal business systems and our services organization, including customer support, to serve our growing customer base, particularly as our customer demographics change over time. Managing these changes will require significant expenditures and allocation of valuable management resources.
In addition, as we grow, we will need to appropriately scale our internal business systems and our services organization, including customer support, to serve our customer base, particularly as our customer demographics change over time. Managing these changes will require significant expenditures and allocation of valuable management resources.
The successful promotion of our brand attributes will depend on a number of factors, including our marketing efforts, our ability to ensure that our platform remains reliable and secure, our ability to continue to develop high-quality software, and our ability to successfully differentiate our Digital Analytics Platform from competitive products and services.
The successful promotion of our brand attributes will depend on a number of factors, including our marketing efforts, our ability to ensure that our platform remains reliable and secure, our ability to continue to develop high-quality software, and our ability to successfully differentiate our AI Analytics Platform from competitive products and services.
Our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements. With the introduction of new technologies, the evolution of our Digital Analytics Platform, and new market entrants, we expect competition to intensify in the future.
Our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements. With the introduction of new technologies, the evolution of our AI Analytics Platform, and new market entrants, we expect competition to intensify in the future.
For example, the GDPR went into effect in May 2018 and imposes stringent data protection requirements for processing the personal data of individuals within the EEA or in the context of our activities within the EEA, including certain disclosure requirements, limitations on retention of personal data, mandatory data breach notification requirements, and additional obligations.
The GDPR went into effect in May 2018 and imposes stringent data protection requirements for processing the personal data of individuals within the EEA or UK in the context of our activities within the EEA or UK, including certain disclosure requirements, limitations on retention of personal data, mandatory data breach notification requirements, and additional obligations.
For example, we are currently defending against a securities class action lawsuit (“Securities Class Action”) and a shareholder derivative lawsuit (“Derivative Action”), which were filed in the United States District Court for the Northern District of California. We are also currently defending against two privacy class actions and a third privacy action.
For example, we previously defended against a securities class action lawsuit (“Securities Class Action”) and a shareholder derivative lawsuit (“Derivative Action”), which were filed in the United States District Court for the Northern District of California. We are also currently defending against two privacy class actions and previously defended against a third privacy action.
Any failure to maintain high-quality product support, or a market perception that we do not maintain high-quality product support, could materially adversely affect our reputation, our ability to sell our Digital Analytics Platform to our customers and prospective customers, and our business, financial condition, and results of operations.
Any failure to maintain high-quality product support, or a market perception that we do not maintain high-quality product support, could materially adversely affect our reputation, our ability to sell our AI Analytics Platform to our customers and prospective customers, and our business, financial condition, and results of operations.
We often assist our customers in implementing our Digital Analytics Platform (whether through us directly or through a third-party implementation partner), and they may need training in the proper use of our Digital Analytics Platform to maximize its potential and avoid inadequate performance.
We often assist our customers in implementing our AI Analytics Platform (whether through us directly or through a third-party implementation partner), and they may need training in the proper use of our AI Analytics Platform to maximize its potential and avoid inadequate performance.
As the market for our Digital Analytics Platform matures, or as new competitors introduce new products or services that compete with ours, we may be unable to attract new customers at the same price or based on the same pricing models as we have used historically.
As the market for our AI Analytics Platform matures, or as new competitors introduce new products or services that compete with ours, we may be unable to attract new customers at the same price or based on the same pricing models as we have used historically.
We have completed a Section 382 study through December 31, 2023 and have determined that none of our NOLs generated through December 31, 2023 will expire solely due to Section 382 limitations caused by ownership changes prior to December 31, 2023. We are in the process of updating our Section 382 study through December 31, 2024.
We have completed a Section 382 study through December 31, 2024 and have determined that none of our NOLs generated through December 31, 2024 will expire solely due to Section 382 limitations caused by ownership changes prior to December 31, 2024. We are in the process of updating our Section 382 study through December 31, 2025.
In using our Digital Analytics Platform, our customers depend on our product support team to resolve complex technical and operational issues. We may be unable to respond quickly enough to accommodate short-, medium-, and long-term increases in customer demand for product support.
In using our AI Analytics Platform, our customers depend on our product support team to resolve complex technical and operational issues. We may be unable to respond quickly enough to accommodate short-, medium-, and long-term increases in customer demand for product support.
We have limited experience with respect to determining the optimal prices for our Digital Analytics Platform and, as a result, we have in the past needed, and expect in the future that we will need, to change our pricing model from time to time.
We have limited experience with respect to determining the optimal prices for our AI Analytics Platform and, as a result, we have in the past needed, and expect in the future that we will need, to change our pricing model from time to time.
Our ability to achieve revenue growth in the future will depend, in part, on our success in maintaining successful relationships with our channel partners, identifying additional channel partners, including in new markets, and training our channel partners to independently sell access to our Digital Analytics Platform.
Our ability to achieve revenue growth in the future will depend, in part, on our success in maintaining successful relationships with our channel partners, identifying additional channel partners, including in new markets, and training our channel partners to independently sell access to our AI Analytics Platform.
A number of factors influence the length and variability of our sales cycle, including the need to educate potential customers about the uses and benefits of our Digital Analytics Platform, the discretionary nature of purchasing and budget cycles, and the competitive nature of evaluation and purchasing approval processes.
A number of factors influence the length and variability of our sales cycle, including the need to educate potential customers about the uses and benefits of our AI Analytics Platform, the discretionary nature of purchasing and budget cycles, and the competitive nature of evaluation and purchasing approval processes.
We provide certain of our channel partners with specific training and programs to assist them in selling access to our Digital Analytics Platform, but there can be no assurance that these steps will be effective.
We provide certain of our channel partners with specific training and programs to assist them in selling access to our AI Analytics Platform, but there can be no assurance that these steps will be effective.
While we have primarily transacted with customers and vendors in U.S. dollars, we have transacted in foreign currencies for subscriptions to our Digital Analytics Platform, and we expect to significantly expand the number of transactions with customers for our Digital Analytics Platform that are denominated in foreign currencies.
While we have primarily transacted with customers and vendors in U.S. dollars, we have transacted in foreign currencies for subscriptions to our AI Analytics Platform, and we expect to significantly expand the number of transactions with customers for our AI Analytics Platform that are denominated in foreign currencies.
Our channel partners could subject us to lawsuits, potential liability, and reputational harm if, for example, any of our channel partners misrepresents the functionality of our Digital Analytics Platform to customers or violates laws or our or their corporate policies.
Our channel partners could subject us to lawsuits, potential liability, and reputational harm if, for example, any of our channel partners misrepresents the functionality of our AI Analytics Platform to customers or violates laws or our or their corporate policies.
Our effective tax rate could increase due to several factors, including: • changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates; • changes in tax laws, tax treaties, and regulations or the interpretation of them, such as the Tax Cuts and Jobs Act, the CARES Act, and the Inflation Reduction Act; 37 • changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business; • the outcome of current and future tax audits, examinations, or administrative appeals; and • the effects of acquisitions.
Our effective tax rate could increase due to several factors, including: • changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates; • changes in tax laws, tax treaties, and regulations or the interpretation of them, such as the Tax Cuts and Jobs Act, the CARES Act, the Inflation Reduction Act, and the One Big Beautiful Bill Act; • changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business; • the outcome of current and future tax audits, examinations, or administrative appeals; and • the effects of acquisitions.
If we or other SaaS providers experience data security incidents, loss of customer data, disruptions in delivery, or other problems, the market for SaaS applications, including our Digital Analytics Platform, may be negatively affected.
If we or other SaaS providers experience data security incidents, loss of customer data, disruptions in delivery, or other problems, the market for SaaS applications, including our AI Analytics Platform, may be negatively affected.
We use AI Technologies licensed from third parties in our products and services and our ability to continue to use such technologies at the scale we need may be dependent on access to specific third-party technology.
In addition to our proprietary AI Technologies, we use AI Technologies licensed from third parties in our products and services and our ability to continue to use such technologies at the scale we need may be dependent on access to specific third-party technology.
To the extent we are unable to effectively engage with non-U.S. customers due to our limited sales force capacity and limited channel partners, we may be unable to effectively grow in international markets. 27 Our current and future international business and operations involve a variety of risks, including: • slower than anticipated public cloud adoption by international businesses; • changes, which may be unexpected, in a specific country’s or region’s political, economic, or legal and regulatory environment, including Brexit, armed conflicts, pandemics, terrorist activities, tariffs, trade wars, or long-term environmental risks; • the need to adapt and localize our Digital Analytics Platform for specific countries; • longer payment cycles and greater difficulty enforcing contracts, collecting accounts receivable, or satisfying revenue recognition criteria, especially in emerging markets; • new, evolving, and more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe; • differing and potentially more onerous labor regulations, especially in Europe, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations; • challenges inherent in efficiently managing, and the increased costs associated with, an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction; • difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems; • increased travel, real estate, infrastructure, and legal compliance costs associated with international operations; • currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we choose to do so in the future; • limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries; • laws and business practices favoring local competitors or general market preferences for local vendors; • limited or insufficient intellectual property protection or difficulties obtaining, maintaining, protecting, or enforcing our intellectual property rights, including our trademarks and patents; • global political, social or macroeconomic events, including the war in Ukraine, the conflicts in the Middle East, and potential public health epidemics or pandemics, that could decrease economic activity in certain markets, decrease use of our products and services, or decrease our ability to import, export, or sell our products and services to existing or new customers in international markets; • exposure to liabilities under export control, economic and trade sanctions, anti-corruption, and anti-money laundering laws, including the Export Administration Regulations, regulations administered by the Office of Foreign Assets Control, the U.S.
Our current and future international business and operations involve a variety of risks, including: • slower than anticipated public cloud adoption by international businesses; • changes, which may be unexpected, in a specific country’s or region’s political, economic, or legal and regulatory environment, including armed conflicts, pandemics, terrorist activities, tariffs, trade wars, or long-term environmental risks; • the need to adapt and localize our AI Analytics Platform for specific countries; • longer payment cycles and greater difficulty enforcing contracts, collecting accounts receivable, or satisfying revenue recognition criteria, especially in emerging markets; • new, evolving, and more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe; • differing and potentially more onerous labor regulations, especially in Europe, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations; • challenges inherent in efficiently managing, and the increased costs associated with, an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction; • difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems; • increased travel, real estate, infrastructure, and legal compliance costs associated with international operations; • currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we choose to do so in the future; • limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries; • laws and business practices favoring local competitors or general market preferences for local vendors; • limited or insufficient intellectual property protection or difficulties obtaining, maintaining, protecting, or enforcing our intellectual property rights, including our trademarks and patents; • global political, social or macroeconomic events, including the war in Ukraine, the conflicts in the Middle East, and potential public health epidemics or pandemics, that could decrease economic activity in certain markets, decrease use of our products and services, or decrease our ability to import, export, or sell our products and services to existing or new customers in international markets; • exposure to liabilities under export control, economic and trade sanctions, anti-corruption, and anti-money laundering laws, including the Export Administration Regulations, regulations administered by the Office of Foreign Assets Control, the U.S.
It may become increasingly difficult and costly to maintain and improve the performance of our Digital Analytics Platform, especially during peak usage times and as our platform becomes more complex and our user traffic increases.
It may become increasingly difficult and costly to maintain and improve the performance of our AI Analytics Platform, especially during peak usage times and as our platform becomes more complex and our user traffic increases.
If we are unable to increase adoption of our Digital Analytics Platform by new and existing customers, especially enterprise customers, our business, financial condition, and results of operations may be materially adversely affected.
If we are unable to increase adoption of our AI Analytics Platform by new and existing customers, especially enterprise customers, our business, financial condition, and results of operations may be materially adversely affected.
In addition, independent industry analysts often provide reviews of our Digital Analytics Platform, as well as products and services offered by our competitors, and the market perception of our Digital Analytics Platform may be significantly influenced by these reviews.
In addition, independent industry analysts often provide reviews of our AI Analytics Platform, as well as products and services offered by our competitors, and the market perception of our AI Analytics Platform may be significantly influenced by these reviews.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeKey elements of our cybersecurity risk management program include but are not limited to the following: • risk assessments designed to help identify material risks from cybersecurity threats to our critical systems, and information; • a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents; • the use of external service providers , where appropriate, to assess, test or otherwise assist with aspects of our security processes; • cybersecurity awareness training of our employees, including incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for key service providers based on our assessment of their criticality to our operations and respective risk profile, suppliers, and vendors who have access to our critical systems and information.
Biggest changeKey elements of our cybersecurity risk management program include but are not limited to the following: • risk assessments designed to help identify material risks from cybersecurity threats to our critical systems, and information; • a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents; • the use of external service providers , where appropriate, to assess, test or otherwise assist with aspects of our security processes; • cybersecurity awareness training of our employees, including incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for key service providers based on our assessment of their criticality to our operations and respective risk profile, suppliers, and vendors who have access to our critical systems and information. 48 We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
Our management team is responsible for assessing and managing our material risks from cybersecurity threats. Our Chief Engineering Officer and acting Chief Information Security Officer, Wade Chambers, reports to our Chief Executive Officer, and is primarily responsible for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Mr.
Our management team is responsible for assessing and managing our material risks from cybersecurity threats. Our Chief Information Security Officer, Jack Levy, reports to our Chief Engineering Officer, and is primarily responsible for our overall cybersecurity risk management program. He supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Mr.
Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. 45 We design and assess our program based on industry-standard frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), SOC2, ISO 27000, and ISO 27018.
We design and assess our program based on industry-standard frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), SOC2, ISO 27000, and ISO 27018.
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We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have material ly affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
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Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.
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Chambers previously served as the Chief Technology Officer and SVP of Engineering at Included Health. He also led engineering at Twitter, TellApart, Proofpoint, Yahoo, Opsware, and Netscape.
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Levy previously served as the Chief Security Officer at Instabase and the Vice President of Engineering and Security at Butterfly Network, Inc. He was also the Head of Cybersecurity Engineering at Bridgewater Associates and held a variety of other engineering and security leadership roles at Goldman Sachs, Dow Jones & Co., Bloomberg LP, and National Instruments. Mr.
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Levy holds a Bachelor of Science in Engineering (B.S.E.) in Computer Engineering from the University of Michigan.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our principal executive office is located in San Francisco and consists of approximately 57,530 square feet of space under a sublease that expires on September 30, 2025. We also lease six additional offices in Amsterdam, Paris, Singapore, London, Vancouver, and New York. We lease all of our facilities and do not own any real property.
Biggest changeItem 2. Properties Our principal executive office is located in San Francisco and consists of approximately 57,530 square feet of space under a lease agreement that expires on February 28, 2029. We also lease six additional offices in Amsterdam, Paris, Singapore, London, Vancouver, and New York. We lease all of our facilities and do not own any real property.
We may procure additional space in the future as we continue to add employees and expand geographically. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations. 46
We may procure additional space in the future as we continue to add employees and expand geographically. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Leg al Proceedings. See “Legal Matters” in Note 9 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Item 4. Mine S afety Disclosures. Not Applicable. 47 PART II
Biggest changeItem 3. Leg al Proceedings See “Legal Matters” in Note 9 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Item 4. Mine S afety Disclosures Not Applicable. 49 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSecurities Authorized for Issuance under Equity Compensation Plans See the section titled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance. 48 Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC, for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
Biggest changeStock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC, for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
The graph uses the beginning market price on September 28, 2021 of $50 per share as the initial value of our Class A common stock. As discussed above, we have never declared or paid a cash dividend on our Class A common stock and do not anticipate declaring or paying a cash dividend in the foreseeable future.
The graph uses the beginning market price on September 28, 2021 of $50 per share as the initial value of our Class A 50 common stock. As discussed above, we have never declared or paid a cash dividend on our Class A common stock and do not anticipate declaring or paying a cash dividend in the foreseeable future.
The following graph compares (i) the cumulative total stockholder return on our Class A common stock from September 28, 2021 (the date our Class A common stock commenced trading on the Nasdaq Capital Market) through December 31, 2024 with (ii) the cumulative total return of the Nasdaq Composite Index and the Nasdaq Emerging Cloud Index over the same period, assuming the investment of $100 in our Class A common stock and in both of the other indices on September 28, 2021 and the reinvestment of dividends.
The following graph compares (i) the cumulative total stockholder return on our Class A common stock from September 28, 2021 (the date our Class A common stock commenced trading on the Nasdaq Capital Market) through December 31, 2025 with (ii) the cumulative total return of the Nasdaq Composite Index and the Nasdaq Emerging Cloud Index over the same period, assuming the investment of $100 in our Class A common stock and in both of the other indices on September 28, 2021 and the reinvestment of dividends.
Recent Sales of Unregistered Equity Securities None. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved.]
Recent Sales of Unregistered Equity Securities None. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None.
Our Class B common stock is neither listed nor publicly traded. Holders of our Common Stock As of February 13, 2025, there were 31 holders of record of our Class A common stock and 28 holders of record of our Class B common stock.
Our Class B common stock is neither listed nor publicly traded. Holders of our Common Stock As of February 13, 2026, there were 29 holders of record of our Class A common stock and 26 holders of record of our Class B common stock.
Added
Company Purchases of Equity Securities Stock repurchases during the three months ended December 31, 2025 were as follows: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Program (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program (2) (in thousands) October 1, 2025 through October 31, 2025 105,620 $ 9.86 — $ 38,257 November 1, 2025 through November 30, 2025 80,000 $ 11.04 1,153,517 $ 26,079 December 1, 2025 through December 31, 2025 210,114 $ 11.20 — $ 26,079 Balance as of December 31, 2025 395,734 1,153,517 $ 26,079 (1) Represents 395,734 shares of our Class A Common Stock that were repurchased through a privately-negotiated transaction under the Company's contractual right of first refusal granted in connection with a prior acquisition.
Added
(2) On May 7, 2025, we announced that our Board of Directors authorized the repurchase of up to $50.0 million of our Class A Common Stock (the “Repurchase Program”). The Repurchase Program has no expiration date.
Added
Securities Authorized for Issuance under Equity Compensation Plans See the section titled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, 2024 2023 Revenue 100% 100% Cost of revenue 26% 26% Gross margin 74% 74% Operating expenses: Research and development 33% 33% Sales and marketing 56% 56% General and administrative 21% 20% Restructuring and other related charges * 3% Total operating expenses 110% 111% Loss from operations (36)% (37)% Other income (expense), net 5% 5% Loss before provision for (benefit from) income taxes (31)% (32)% Provision for (benefit from) income taxes 1% * Net loss (32)% (33)% * Less than 1% Note: Certain figures may not sum due to rounding Comparison of Fiscal Years Ended December 31, 2024 and 2023 Revenue Year Ended December 31, 2024 2023 $ Change % Change (in thousands, except percentages) Revenue $ 299,272 $ 276,284 $ 22,988 8% Revenue increased $23.0 million, or 8%, in fiscal 2024 compared to fiscal 2023.
Biggest changeYear Ended December 31, 2025 2024 Revenue 100 % 100 % Cost of revenue 26 % 26 % Gross margin 74 % 74 % Operating expenses: Research and development 28 % 33 % Sales and marketing 55 % 56 % General and administrative 19 % 21 % Total operating expenses 102 % 110 % Loss from operations (28 )% (36 )% Other income (expense), net 3 % 5 % Loss before provision for (benefit from) income taxes (25 )% (31 )% Provision for (benefit from) income taxes 1 % 1 % Net loss (26 )% (32 )% Note: Certain figures may not sum due to rounding 60 Comparison of Fiscal Years Ended December 31, 2025 and 2024 Revenue Year Ended December 31, 2025 2024 $ Change % Change (in thousands, except percentages) Revenue $ 343,214 $ 299,272 $ 43,942 15 % Revenue increased $43.9 million or 15%, in the year ended December 31, 2025 compared to the year ended December 31, 2024.
In the short term, research and development costs could increase as a percentage of revenue. Sales and Marketing Sales and marketing expenses consist primarily of personnel and related expenses and expenses for performance marketing and lead generation, and brand marketing. These expenses also include allocated overhead costs and travel-related expenses.
In the short term, research and development costs could increase as a percentage of revenue. Sales and Marketing Sales and marketing expenses consist primarily of personnel and related expenses, expenses for performance marketing and lead generation, and brand marketing. These expenses also include allocated overhead costs and travel-related expenses.
Investing Activities Net cash used in investing activities of $75.4 million for fiscal 2024 consisted of $146.3 million of purchases of marketable securities, $16.1 million in cash paid for an acquisition, net of cash acquired, $5.1 million of capitalized internal-use software development costs, and $1.7 million in purchases of property and equipment.
Net cash used in investing activities of $75.4 million for fiscal 2024 consisted of $146.3 million of purchases of marketable securities, $16.1 million in cash paid for an acquisition, net of cash acquired, $5.1 million of capitalized internal-use software development costs, and $1.7 million in purchases of property and equipment.
Customer Acquisition and Expansion We believe that our Digital Analytics Platform can help businesses across industries, company size, and stages of digital maturity drive better business outcomes through optimizing the digital product experience of their customers. We are focused on continuing to acquire new customers and expanding our relationships with our existing installed base to support our long-term growth.
Customer Acquisition and Expansion We believe that our AI Analytics Platform can help businesses across industries, company size, and stages of digital maturity drive better business outcomes through optimizing the digital product experience of their customers. We are focused on continuing to acquire new customers and expanding our relationships with our existing installed base to support our long-term growth.
Increasing awareness of our platform and its broad range of capabilities, coupled with the mainstream adoption of cloud-based technology, has expanded the diversity of our customer base to include organizations of different sizes across virtually all industries. 53 Non-GAAP Financial Measures The following table presents certain non-GAAP financial measures, along with the most directly comparable U.S.
Increasing awareness of our platform and its broad range of capabilities, coupled with the mainstream adoption of cloud-based technology, has expanded the diversity of our customer base to include organizations of different sizes across virtually all industries. Non-GAAP Financial Measures The following table presents certain non-GAAP financial measures, along with the most directly comparable U.S.
We exclude non-recurring costs from certain of our non-GAAP financial measures because such expenses do not repeat period over period and are not reflective of the ongoing operation of our business. 54 We use non-GAAP gross margin and non-GAAP income (loss) from operations margin in conjunction with traditional U.S. GAAP measures to evaluate our financial performance.
We exclude non-recurring costs from certain of our non-GAAP financial measures because such expenses do not repeat period over period and are not reflective of the ongoing operation of our business. We use non-GAAP gross margin and non-GAAP income (loss) from operations margin in conjunction with traditional U.S. GAAP measures to evaluate our financial performance.
A time-elapsed method is used to measure progress because our obligation is to provide continuous service over the contractual period and control is transferred evenly over the contractual period. Accordingly, the fixed consideration related to subscription revenue is recognized ratably over the 63 contract term beginning on the date access to the subscription product is provisioned.
A time-elapsed method is used to measure progress because our obligation is to provide continuous service over the contractual period and control is transferred evenly over the contractual period. Accordingly, the fixed consideration related to subscription revenue is recognized ratably over the contract term beginning on the date access to the subscription product is provisioned.
An MTU is a unique user who triggers one or more events within a calendar month. We have been effective in helping our customers to gauge the proper event volume or MTUs to contract to ensure that they maximize their investment in our platform.
An MTU is a unique user who triggers one or more events within a calendar month. 52 We have been effective in helping our customers to gauge the proper event volume or MTUs to contract to ensure that they maximize their investment in our platform.
Our actual results could differ from these estimates. The critical accounting estimates, assumptions, and judgments that we believe have the most significant impact on our consolidated financial statements are described below. Revenue Recognition We generate revenue primarily from sales of subscription services.
Our actual results could differ from these estimates. The critical accounting estimates, assumptions, and judgments that we believe have the most significant impact on our consolidated financial statements are described below. 64 Revenue Recognition We generate revenue primarily from sales of subscription services.
Overview Amplitude is a leading Digital Analytics Platform that helps businesses understand how people are using their products so they can build amazing digital experiences that increase acquisition, monetization and retention - and drive revenue growth.
Overview Amplitude is a leading AI Analytics Platform that helps businesses understand how people are using their products so they can build amazing digital experiences that increase acquisition, monetization and retention and drive revenue growth.
Going forward, we may pursue both strategic partnerships and acquisitions that we believe will be complementary to our business, accelerate customer acquisition, increase usage of our platform, and/or expand our product offerings in our core markets.
Going forward, we may pursue both strategic partnerships and acquisitions that we believe will be complementary to our business, accelerate customer acquisition, increase usage of our platform, and/or expand our platform offerings in our core markets.
We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the dollar-based net retention rate (“NRR”). We then calculate the weighted average of the trailing 12-month dollar-based net retention rates, to arrive at the dollar-based net retention rate (“NRR (TTM)”).
We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the dollar-based net retention rate (“NRR”). We then calculate the average of the trailing 12-month dollar-based net retention rates, to arrive at the dollar-based net retention rate (“NRR (TTM)”).
Our Business Model We generate revenue primarily through selling subscriptions to our platform. We reach customers through a direct sales motion, solution partners, and product-led growth initiatives, including subscription plans to meet the needs of a diverse range of companies. For the year ended December 31, 2024, subscription revenue comprised 98% of our total revenue.
Our Business Model We generate revenue primarily through selling subscriptions to our platform. We reach customers through a direct sales motion, solution partners, and product-led growth initiatives, including subscription plans to meet the needs of a diverse range of companies. For the year ended December 31, 2025, subscription revenue comprised of 98% of our total revenue.
Non-GAAP Financial Measures and related Non-GAAP reconciliations for the year ended December 31, 2023 compared to the year ended December 31, 2022 may be found in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024.
Non-GAAP Financial Measures and related Non-GAAP reconciliations for the year ended December 31, 2024 compared to the year ended December 31, 2023 may be found in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025.
At the core of our Digital Analytics Platform is our Behavioral Graph, a proprietary, purpose-built behavioral database that is the largest of its kind. Our Behavioral Graph instantly finds patterns, makes recommendations, and connects customer actions along their journeys to the right business outcomes, like engagement, growth, and loyalty.
At the core of our AI Analytics Platform is our Behavioral Graph, a proprietary, purpose-built behavioral database that is the largest of its kind. Our Behavioral Graph instantly finds patterns, makes recommendations, and connects customer actions along their journeys to the right business outcomes, like engagement, growth, and loyalty.
Discussion and analysis for the year ended December 31, 2023 compared to the year ended December 31, 2022 may be found in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024.
Discussion and analysis for the year ended December 31, 2024 compared to the year ended December 31, 2023 may be found in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025.
Amounts anticipated to be recognized within 12 months of the balance sheet date are recorded as deferred commissions, current, with the remaining portion recorded as deferred commissions, noncurrent, in the consolidated balance sheets. Amortization of deferred commissions is included in sales and marketing expense in the consolidated statements of operations and comprehensive loss.
Amounts anticipated to be recognized within 12 months of the balance sheet date are recorded as deferred commissions, current, with the remaining portion recorded as deferred commissions, non-current, in the consolidated balance sheets. Amortization of deferred commissions is included in sales and marketing expense in the consolidated statements of operations and comprehensive loss.
For the years ended December 31, 2024 and 2023, 40% and 39% of our revenue was generated outside the United States, respectively. As we seek to expand our business globally, we may be adversely affected by global economic and political instability.
For the years ended December 31, 2025 and 2024, 39% and 40% of our revenue was generated outside the United States, respectively. As we seek to expand our business globally, we may be adversely affected by global economic and political instability.
These changes were offset by an increase in prepaid expenses and other current and noncurrent assets of $5.5 million, a $4.9 million decrease in operating lease liabilities due to payments related to our operating lease obligations, and an increase in deferred commissions of $4.3 million.
These changes were offset by an increase in prepaid expenses and other current and non-current assets of $5.5 million, a $4.9 million decrease in operating lease liabilities due to payments related to our operating lease obligations, and an increase in deferred commissions of $4.3 million.
These decreases were partially offset by $93.8 million of cash received from the maturities of marketable securities.
These decreases were offset by $93.8 million of cash received from the maturities of marketable securities.
In the fiscal year ended December 31, 2024, we billed a majority of these contracts annually in advance with the remainder billed quarterly, semi-annually, or monthly. 50 We offer a variety of free and paid plans depending on our customers’ needs wherever they are in their analytics journey. For example, we offer a Free plan for early-stage startups and individuals.
In the fiscal year ended December 31, 2025, we billed a majority of these contracts annually in advance with the remainder billed semi-annually, quarterly, or monthly. We offer a variety of free and paid plans depending on our customers’ needs wherever they are in their analytics journey. For example, we offer a Free plan for early-stage startups and individuals.
Recent Accounting Pronouncements See Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding recent accounting pronouncements. 64
Recent Accounting Pronouncements See Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding recent accounting pronouncements. 65
A reconciliation is also provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP. The following Non-GAAP Financial Measures and related Non-GAAP reconciliations are for the year ended December 31, 2024, compared to the same period in 2023, unless otherwise stated.
A reconciliation is also provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP. 55 The following Non-GAAP Financial Measures and related Non-GAAP reconciliations are for the year ended December 31, 2025, compared to the same period in 2024, unless otherwise stated.
We anticipate continuing to invest in innovation and technology development, and as a result, we expect research and 56 development expenses to increase in dollar amount but to decrease as a percentage of revenue over the longer term, though the percentage may fluctuate from quarter to quarter depending on the extent and timing of product development initiatives.
We anticipate continuing to invest in innovation and technology development, and as a result, we expect research and development expenses to increase in dollar amount but to decrease as a percentage of revenue over the longer term, though the percentage may fluctuate from period to period depending on the extent and timing of product development initiatives.
Our ability to expand within our customer base is also demonstrated by our strong dollar-based net retention rate. As of December 31, 2024 and 2023, our dollar-based net retention rate (TTM) across paying customers was 97% and 101%, respectively. Key Factors Affecting Our Performance We believe that the growth and future success of our business depends on many factors.
Our ability to expand within our customer base is also demonstrated by our strong dollar-based net retention rate. As of December 31, 2025 and 2024, our dollar-based net retention rate (TTM) across paying customers was 104% and 97%, respectively. Key Factors Affecting Our Performance We believe that the growth and future success of our business depends on many factors.
The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods. The following discussion and analysis are for the year ended December 31, 2024, compared to the same period in 2023, unless otherwise stated.
The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods. 59 The following discussion and analysis are for the year ended December 31, 2025, compared to the same period in 2024, unless otherwise stated.
GAAP revenue on an annualized basis, as it is an operating metric that can be impacted by contract start and end dates and renewal rates. No single customer accounted for more than 3% of our revenue in the years ended December 31, 2024 and 2023.
GAAP revenue on an annualized basis, as it is an operating metric that can be impacted by contract start and end dates and renewal rates. No single customer accounted for more than 10% of our revenue in the years ended December 31, 2025 and 2024.
Additionally, our ending dollar-based net retention rate for paying customers as of December 31, 2024 and 2023, was 100% and 98%, respectively. 51 Investments in Platform We believe that our customers will demand additional features and capabilities beyond our current platform offerings to assist them in optimizing their digital products.
Additionally, our ending dollar-based net retention rate for paying customers as of December 31, 2025 and 2024, was 105% and 100%, respectively. Investments in Platform We believe that our customers will demand additional features and capabilities beyond our current platform offerings to assist them in optimizing their digital products.
Historically, we have been successful at efficiently growing our customer base and number of customers who have entered into and grown into larger subscriptions with us as evidenced by the growth of our number of paying customers and number of customers that represent greater than $100,000 in annual recurring revenue (“ARR”).
Historically, we have been successful at efficiently growing our customer base and number of customers who have entered into and grown into larger subscriptions with us as evidenced by the growth of our number of paying customers and number of customers that represent greater than $100,000 in ARR.
We work with more than 3,800 paying customers of various sizes and stages of digital maturity, across many industries, including the teams behind some of the most-beloved digital products in the world. We have experienced significant growth in recent years, with approximately 725 employees in seven global offices.
We work with more than 4,797 paying customers of various sizes and stages of digital maturity, across many industries, including the teams behind some of the most-beloved digital products in the world. We have experienced significant growth in recent years, with approximately 780 employees in seven global offices.
Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” under Part I, Item 1A in this Annual Report on Form 10-K.
Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” under Part I, Item 1A in this Annual Report on Form 10-K. Our fiscal year ends December 31.
We have since expanded our offerings to include products that enable teams to build personalized product experiences, test product changes, and improve data quality across their technology stack. We have experienced significant growth in recent years driven by the rapid adoption of our Digital Analytics Platform by our global, diversified base of 3,875 paying customers as of December 31, 2024.
We have since expanded our offerings to include products that enable teams to build personalized product experiences, test product changes, and improve data quality across their technology stack. We have experienced significant growth in recent years driven by the rapid adoption of our AI Analytics Platform by our global, diversified base of 4,797 paying customers as of December 31, 2025.
We have a history of, and will continue to invest significantly in, developing and delivering innovative products, features, and functionality targeted at our core customer base. In addition, we may choose to add new products and offerings or enhance our platform capabilities through acquisitions.
We have a history of, and will continue to invest significantly in, developing and delivering innovative products, features, and functionality targeted at our core customer base. In addition, we may choose to add new products and offerings or enhance our platform capabilities through acquisitions. In recent years, we have acquired companies to improve and expand our platform capabilities.
As of December 31, 2024 and 2023, 27 and 26 of the Fortune 100 were paying customers, respectively, which demonstrates both our traction to date as well as our significant opportunity to continue to penetrate into the largest global organizations.
As of each of December 31, 2025 and 2024, 27 of the Fortune 100 were paying customers, which demonstrates both our traction to date as well as our significant opportunity to continue to penetrate into the largest global organizations.
Our customers span across industries and sizes, from the leading digital innovators to those earlier in their digital transformation journey. For the years ended December 31, 2024 and 2023, our revenue was $299.3 million and $276.3 million, respectively, representing year-over-year growth of 8%.
Our customers span across industries and sizes, from the leading digital innovators to those earlier in their digital transformation journey. For the years ended December 31, 2025 and 2024, our revenue was $343.2 million and $299.3 million, respectively, representing year-over-year growth of 15%.
Although we previously experienced cost savings due to our restructuring, we expect our general and administrative expenses to continue to increase in dollar amount over time but to generally decrease as a percentage of our revenue over the longer term, though the percentage may fluctuate from period to period depending on the timing and amount of our general and administrative expenses, including in the short term.
We expect our general and administrative expenses to continue to increase in dollar amount over time but to generally decrease as a percentage of our revenue over the longer term, though the percentage may fluctuate from period to period depending on the timing and amount of our general and administrative expenses, including in the short term.
We have generated losses from our operations as reflected in our accumulated deficit of $457.8 million as of December 31, 2024. We generated positive cash flows from operating activities during the years ended December 31, 2024 and 2023; however, we have historically generated negative cash flows from operating activities.
We have generated losses from our operations as reflected in our accumulated deficit of $546.4 million as of December 31, 2025. We generated positive cash flows from operating activities during the years ended December 31, 2025 and 2024; however, we have historically generated negative cash flows from operating activities.
See “Risk Factors—Risks Related to Our Business and Industry—We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.” Cash Flows The following table shows a summary of our cash flows for the periods presented: Year Ended December 31, 2024 2023 (in thousands) Net cash provided by (used in) operating activities $ 18,506 $ 25,630 Net cash provided by (used in) investing activities $ (75,366 ) $ 9,317 Net cash provided by (used in) financing activities $ (19,941 ) $ (4,936 ) Operating Activities Our largest source of operating cash is cash collection from sales of subscriptions to our paying customers.
See “Risk Factors—Risks Related to Our Business and Industry—We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.” 62 Cash Flows The following table shows a summary of our cash flows for the periods presented: Year Ended December 31, 2025 2024 (in thousands) Net cash provided by (used in) operating activities $ 29,824 $ 18,506 Net cash provided by (used in) investing activities $ (55,083 ) $ (75,366 ) Net cash provided by (used in) financing activities $ (65,331 ) $ (19,941 ) Operating Activities Our largest source of operating cash is cash collection from sales of subscriptions to our paying customers.
As of December 31, 2024, we had $109.7 million of deferred revenue, all of which was recorded as a current liability. This deferred revenue will be recognized as revenue when or as the related performance obligations are met.
As of December 31, 2025, we had $121.9 million of deferred revenue, all of which was recorded as a current liability. This deferred revenue will be recognized as revenue when or as the related performance obligations are met.
As we invest in our business, we expect our operating expenses to increase in dollar amount, and although we believe our operating expenses as a percentage of revenue will decrease over the longer term, operating expenses as a percentage of revenue could increase in the short term as we invest in product innovation and sales growth.
As we invest in our business, we expect our operating expenses to increase in dollar amount, and although we believe our operating expenses as a percentage of revenue will decrease over the longer term, operating expenses as a percentage of revenue could increase in the short term as we invest in product innovation and sales growth. 58 Research and Development Research and development expenses consist primarily of personnel and related expenses.
Research and Development Research and development expenses consist primarily of personnel and related expenses. These expenses also include product design costs prior to the application development stage, third-party services and consulting expenses, software subscriptions, and allocated overhead costs for overhead used in research and development activities.
These expenses also include third-party services and consulting expenses, software subscriptions, hosting expenses for research and development activities, product design costs prior to the application development stage, and allocated overhead costs for overhead used in research and development activities.
As of December 31, 2024, our principal sources of liquidity were cash and cash equivalents of $171.7 million and restricted cash of $0.9 million. We also had $126.7 million in marketable securities that provide additional capital resources.
As of December 31, 2025, our principal sources of liquidity were cash and cash equivalents of $81.1 million and restricted cash of $0.9 million. We also had $171.4 million in marketable securities that provide additional capital resources.
We believe our relationship with some of the world’s most beloved product-led companies has resulted in increased brand credibility and access to many attractive growth opportunities. As of December 31, 2024 and 2023, our dollar-based net retention rate (TTM) was 97% and 101%, respectively, for paying customers.
We believe our relationship with some of the world’s most beloved product-led companies has resulted in increased brand credibility and access to many attractive growth opportunities. 53 As of December 31, 2025 and 2024, our TTM was 104% and 97%, respectively, for paying customers.
Our fiscal year ends December 31. 49 Unless the context otherwise requires, all references in this report to “Amplitude,” the “Company,” “we,” “our,” “us,” or similar terms refer to Amplitude, Inc. and its subsidiaries.
Unless the context otherwise requires, all references in this report to “Amplitude,” the “Company,” “we,” “our,” “us,” or similar terms refer to Amplitude, Inc. and its subsidiaries.
In comparison, we had 511 customers that each represented greater than $100,000 in ARR and 39 customers that each represented greater than $1 million in ARR for the years ended December 31, 2023. Customers that each represented greater than $100,000 in ARR accounted for approximately 75% and 74% of our total ARR as of December 31, 2024 and 2023, respectively.
In comparison, we had 591 customers that each represented greater than $100,000 in ARR and 42 customers that each represented greater than $1.0 million in ARR for the years ended December 31, 2024. Customers that each represented greater than $100,000 in ARR accounted for approximately 78% and 75% of our total ARR as of December 31, 2025 and 2024, respectively.
Net cash provided by operating activities of $25.6 million for fiscal 2023 reflects our net loss of $90.4 million, adjusted by non-cash items such as stock-based compensation expense of $88.3 million, depreciation and amortization of $5.6 million, and non-cash operating lease costs of $3.9 million as well as net cash provided by changes in our operating assets and liabilities of $18.5 million.
Net cash provided by operating activities of $18.5 million for fiscal 2024 reflects our net loss of $94.3 million, adjusted by non-cash items such as stock-based compensation expense of $100.0 million, depreciation and amortization of $6.1 million, and non-cash operating lease costs of $4.0 million as well as net cash provided by changes in our operating assets and liabilities of $2.4 million.
As of December 31, 2024, we had 591 paying customers that each represented greater than $100,000 in ARR and 42 customers that each represented greater than $1 million in ARR, demonstrating the mission critical nature of our platform to help customers succeed in the new digital age.
As of December 31, 2025, we had 698 paying customers that each represented greater than $100,000 in annual recurring revenue ("ARR") and 56 customers that each represented greater than $1.0 million in ARR, demonstrating the mission critical nature of our platform to help customers succeed in the new digital age.
These changes were offset by an increase in deferred commissions of $1.7 million, and a $4.1 million decrease in operating lease liabilities due to payments related to our operating lease obligations.
These changes were offset by an increase in prepaid expenses and other current and non-current assets of $3.1 million, a $4.7 million decrease in operating lease liabilities due to payments related to our operating lease obligations, and an increase in deferred commissions of $10.9 million.
The increase in revenue was primarily due to growth of our paying customer base, partially offset by partial and full churn among existing customers which marginally outpaced our expansion of existing customers as reflected by our NRR (TTM) of 97% as of December 31, 2024.
The increase in revenue was primarily due to growth of our paying customer base, partially offset by partial and full churn among existing customers, which was lower than our strong expansion within our existing customer accounts as reflected by our NRR (TTM) of 104% as of December 31, 2025.
Although we previously experienced cost savings due to our restructuring, we expect our sales and marketing expenses to continue to increase in dollar amount but to decrease as a percentage of revenue over the longer term, though the percentage may fluctuate from quarter to quarter depending on the extent and timing of our marketing initiatives.
We expect our sales and marketing expenses to continue to increase in dollar amount but to decrease as a percentage of revenue over the longer term, though the percentage may fluctuate from period to period depending on the extent and timing of our marketing initiatives. In the short term, sales and marketing costs could increase as a percentage of revenue.
As of December 31, 2024 and 2023, we had 591 and 511 customers, respectively, that each represented greater than $100,000 in ARR, representing a 16% increase year-over-year. Additionally, we had 42 and 39 customers, respectively, that each represented greater than $1 million in ARR, up 8% year-over-year.
As of December 31, 2025 and 2024, we had 698 and 591 customers, respectively, that each represented greater than $100,000 in ARR, representing a 18% increase year-over-year. Additionally, we had 56 and 42 customers, respectively, that each represented greater than $1.0 million in ARR, up 33% year-over-year.
The net cash provided by changes in operating assets and liabilities primarily consisted of collections outpacing revenue recognized as evidenced through the net increase in cash of $4.1 million from changes in accounts receivable and deferred revenue.
The net cash provided by changes in operating assets and liabilities primarily consisted of collections outpacing revenue recognized as evidenced through the increase in cash of $15.0 million from changes in accounts receivable and deferred revenue, and an increase of $13.8 million from changes in accrued expenses and accounts payable.
Non-GAAP Gross Profit and Gross Margin Year Ended December 31, 2024 2023 (in thousands, except percentages) Gross profit $ 222,348 $ 204,361 Add: Stock-based compensation expense (1) $ 6,472 $ 7,300 Acquired intangible assets amortization $ 490 $ 1,238 Non-GAAP Gross Profit $ 229,310 $ 212,899 Non-GAAP Gross Margin 77 % 77 % (1) Stock-based compensation expense-related charges include employer payroll tax-related expenses on employee stock transactions.
Non-GAAP Gross Profit and Gross Margin Year Ended December 31, 2025 2024 (in thousands, except percentages) Gross profit $ 253,928 $ 222,348 Add: Stock-based compensation expense (1) 5,489 6,472 Acquired intangible assets amortization 1,125 490 Non-GAAP Gross Profit $ 260,542 $ 229,310 Non-GAAP Gross Margin 76 % 77 % (1) Stock-based compensation expense-related charges include employer payroll tax-related expenses on employee stock transactions.
We expect to maintain this full valuation allowance in U.S. jurisdictions for the foreseeable future as it is not more likely than not the deferred tax assets will be realized based on our history of losses. 57 Results of Operations The following tables set forth our results of operations for the periods presented and as a percentage of our revenue for those periods.
We expect to maintain this full valuation allowance in U.S. jurisdictions for the foreseeable future as it is not more likely than not the deferred tax assets will be realized based on our history of losses.
For the years ended December 31, 2024 and 2023, our net loss was $94.3 million and $90.4 million, respectively. For the years ended December 31, 2024 and 2023, our net cash provided by operating activities was $18.5 million and $25.6 million, respectively, and our free cash flow was $11.7 million and $22.4 million, respectively.
For the years ended December 31, 2025 and 2024, our net loss was $88.5 million and $94.3 million, respectively. For the years ended December 31, 2025 and 2024, our net cash provided by operating activities was $29.8 million and $18.5 million, respectively, and our free cash flow was $23.5 million and $11.7 million, respectively.
Non-GAAP Income (Loss) From Operations and Income (Loss) From Operations Margin Year Ended December 31, 2024 2023 (in thousands, except percentages) Income (loss) from operations $ (107,383 ) $ (102,520 ) Add: Stock-based compensation expense (1) $ 102,645 $ 89,472 Acquired intangible assets amortization $ 734 $ 1,413 Restructuring and other related charges $ — $ 8,142 Non-GAAP Income (Loss) from Operations $ (4,004 ) $ (3,493 ) Non-GAAP Income (Loss) from Operations Margin (1 )% (1 )% (1) Stock-based compensation expense-related charges include employer payroll tax-related expenses on employee stock transactions, but exclude stock-based compensation costs included in Restructuring and Other Related Charges. 55 Free Cash Flow and Free Cash Flow Margin Year Ended December 31, 2024 2023 (in thousands, except percentages) Net cash provided by (used in) investing activities $ (75,366 ) $ 9,317 Net cash provided by (used in) financing activities $ (19,941 ) $ (4,936 ) Net cash provided by (used in) operating activities $ 18,506 $ 25,630 Less: Purchase of property and equipment $ (1,725 ) $ (1,279 ) Capitalization of internal-use software costs $ (5,053 ) $ (1,904 ) Free Cash Flow $ 11,728 $ 22,447 Free Cash Flow Margin 4 % 8 % Components of Results of Operations Revenue We generate revenue primarily from sales of subscription services for customers to access our platform.
Non-GAAP Income (Loss) From Operations and Income (Loss) From Operations Margin Year Ended December 31, 2025 2024 (in thousands, except percentages) Loss from operations $ (96,005 ) $ (107,383 ) Add: Stock-based compensation expense (1) 95,627 102,645 Acquired intangible assets amortization 1,536 734 Non-GAAP Income (Loss) from Operations $ 1,158 $ (4,004 ) Non-GAAP Income (Loss) from Operations Margin 0 % (1 )% (1) Stock-based compensation expense-related charges include employer payroll tax-related expenses on employee stock transactions . 57 Free Cash Flow and Free Cash Flow Margin Year Ended December 31, 2025 2024 (in thousands, except percentages) Net cash provided by (used in) investing activities $ (55,083 ) $ (75,366 ) Net cash provided by (used in) financing activities $ (65,331 ) $ (19,941 ) Net cash provided by (used in) operating activities $ 29,824 $ 18,506 Less: Purchase of property and equipment (1,621 ) (1,725 ) Capitalization of internal-use software costs (4,725 ) (5,053 ) Free Cash Flow $ 23,478 $ 11,728 Free Cash Flow Margin 7 % 4 % Components of Results of Operations Revenue We generate revenue primarily from sales of subscription services for customers to access our platform.
The increase was primarily due to an increase of $3.2 million in third-party hosting costs as we increased capacity to support paying customer usage and growth of our paying customer base and $2.5 million in personnel and related expenses, including an increase in allocated overhead costs.
The increase was primarily due to increase of $6.0 million in third-party hosting costs as we increased capacity to support paying customer usage and growth of our paying customer base, $3.4 million increase in amortization of capitalized internal-use software development costs, and $2.8 million net increase in personnel and subcontractor-related expenses, including higher allocated overhead costs.
Financing Activities Net cash used in financing activities of $19.9 million for fiscal 2024 primarily consisted of $26.4 million in net tax remittance on equity awards related to the vesting of RSU awards under a withhold-to-cover method, partially offset by $6.5 million in proceeds from the exercise of stock options.
Financing Activities Net cash used in financing activities of $65.3 million for fiscal 2025 primarily consisted of $38.4 million in net tax remittance on equity awards related to the vesting of RSU awards under a withhold-to-cover method, $30.8 million in repurchase of common stock, and $1.1 million cash paid for acquisition holdbacks, offset by $4.9 million in proceeds from the exercise of stock options.
As a public company, we expect to continue to incur costs associated with accounting, compliance, insurance, and investor relations which could fluctuate from period to period.
We have also incurred certain expenses as part of operating as a publicly-traded company, including professional fees and insurance expenses. As a public company, we expect to continue to incur costs associated with accounting, compliance, insurance, and investor relations which could fluctuate from period to period.
Year Ended December 31, 2024 2023 (in thousands, except percentages) Gross Profit $ 222,348 $ 204,361 Non-GAAP Gross Profit $ 229,310 $ 212,899 Gross Margin 74 % 74 % Non-GAAP Gross Margin 77 % 77 % Loss from Operations $ (107,383 ) $ (102,520 ) Non-GAAP Income (Loss) from Operations $ (4,004 ) $ (3,493 ) Loss from Operations Margin (36 )% (37 )% Non-GAAP Income (Loss) from Operations Margin (1 )% (1 )% Net Cash Provided by (Used in) Operating Activities $ 18,506 $ 25,630 Free Cash Flow $ 11,728 $ 22,447 Net Cash Provided by (Used in) Operating Activities Margin 6 % 9 % Free Cash Flow Margin 4 % 8 % Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Income (Loss) from Operations, and Non-GAAP Income (Loss) from Operations Margin We define non-GAAP gross profit and non-GAAP gross margin as U.S.
Year Ended December 31, 2025 2024 (in thousands, except percentages) Gross Profit $ 253,928 $ 222,348 Non-GAAP Gross Profit $ 260,542 $ 229,310 Gross Margin 74 % 74 % Non-GAAP Gross Margin 76 % 77 % Loss from Operations $ (96,005 ) $ (107,383 ) Non-GAAP Income (Loss) from Operations $ 1,158 $ (4,004 ) Loss from Operations Margin (28 )% (36 )% Non-GAAP Income (Loss) from Operations Margin 0 % (1 )% Net Cash Provided by (Used in) Operating Activities $ 29,824 $ 18,506 Free Cash Flow $ 23,478 $ 11,728 Net Cash Provided by (Used in) Operating Activities Margin 9 % 6 % Free Cash Flow Margin 7 % 4 % Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Income (Loss) from Operations, and Non-GAAP Income (Loss) from Operations Margin We define non-GAAP gross profit and non-GAAP gross margin as U.S.
Purchase orders issued in the ordinary course of business are not included in the table below, as our purchase orders represent authorizations to purchase rather than binding agreements.
Contractual Obligations and Commitments As of December 31, 2025, the contractual commitment amounts in the table below are associated with agreements that are enforceable and legally binding. Purchase orders issued in the ordinary course of business are not included in the table below, as our purchase orders represent authorizations to purchase rather than binding agreements.
Our primary uses of cash from operating activities are for personnel and related expenses, marketing expenses, and third-party hosting-related and software expenses.
Our primary uses of cash from operating activities are for personnel and related expenses, marketing expenses, and third-party hosting-related and software expenses. For the years ended December 31, 2025 and 2024, we have generated positive cash flow from operating activities.
Year Ended December 31, 2024 2023 (in thousands) Revenue $ 299,272 $ 276,284 Cost of revenue (1) 76,924 71,923 Gross profit 222,348 204,361 Operating expenses: Research and development (1) 97,565 90,138 Sales and marketing (1) 168,306 153,714 General and administrative (1) 63,860 54,887 Restructuring and other related charges (1) — 8,142 Total operating expenses 329,731 306,881 Loss from operations (107,383 ) (102,520 ) Other income (expense), net 14,855 13,426 Loss before provision for (benefit from) income taxes (92,528 ) (89,094 ) Provision for (benefit from) income taxes 1,791 1,269 Net loss $ (94,319 ) $ (90,363 ) (1) Amounts include stock-based compensation expense as follows: Year Ended December 31, 2024 2023 (in thousands) Cost of revenue $ 6,472 $ 7,300 Research and development 44,421 36,643 Sales and marketing 32,119 29,404 General and administrative 17,007 14,085 Restructuring and other related charges — 853 Total stock-based compensation expense $ 100,019 $ 88,285 58 The following table sets forth the components of our consolidated statements of operations and comprehensive loss data, for each of the periods presented, as a percentage of revenue.
Year Ended December 31, 2025 2024 (in thousands) Revenue $ 343,214 $ 299,272 Cost of revenue (1) 89,286 76,924 Gross profit 253,928 222,348 Operating expenses: Research and development (1) 97,582 97,565 Sales and marketing (1) 188,033 168,306 General and administrative (1) 64,318 63,860 Total operating expenses 349,933 329,731 Loss from operations (96,005 ) (107,383 ) Other income (expense), net 10,670 14,855 Loss before provision for (benefit from) income taxes (85,335 ) (92,528 ) Provision for (benefit from) income taxes 3,206 1,791 Net loss $ (88,541 ) $ (94,319 ) (1) Amounts include stock-based compensation expense as follows: Year Ended December 31, 2025 2024 (in thousands) Cost of revenue $ 5,489 $ 6,472 Research and development 32,348 44,421 Sales and marketing 36,783 32,119 General and administrative 17,505 17,007 Total stock-based compensation expense $ 92,125 $ 100,019 The following table sets forth the components of our consolidated statements of operations and comprehensive loss data, for each of the periods presented, as a percentage of revenue.
As of December 31, 2024 2023 YoY Growth (dollar values in millions) Annual Recurring Revenue (ARR) $ 312 $ 281 11% Dollar-Based Net Retention Rate (TTM) 97 % 101 % Paying Customers with ARR of $100,000 or greater 591 511 16% 52 Annual Recurring Revenue We define annual recurring revenue (“ARR”) as the annual recurring revenue of subscription agreements at a point in time based on the terms of customers’ contracts, including certain premium services that are subject to contractual subscription terms and Plus customers that we expect to recur.
We are not aware of any uniform standards for calculating these key metrics, which may hinder comparability with other companies who may calculate similarly-titled metrics in a different way. 54 As of December 31, 2025 2024 YoY Growth (dollar values in millions) Annual Recurring Revenue (ARR) $ 366 $ 312 17 % Dollar-Based Net Retention Rate (TTM) 104 % 97 % Paying Customers with ARR of $100,000 or greater 698 591 18 % Annual Recurring Revenue We define ARR as the annual recurring revenue of subscription agreements at a point in time based on the terms of customers’ contracts, including certain premium services that are subject to contractual subscription terms and Plus customers that we expect to recur.
Cost of Revenue and Gross Margin Year Ended December 31, 2024 2023 $ Change % Change (in thousands, except percentages) Cost of revenue $ 76,924 $ 71,923 $ 5,001 7% Gross margin 74 % 74 % N/A N/A Cost of revenue increased $5.0 million, or 7%, in fiscal 2024 compared to fiscal 2023.
Cost of Revenue and Gross Margin Year Ended December 31, 2025 2024 $ Change % Change (in thousands, except percentages) Cost of revenue $ 89,286 $ 76,924 $ 12,362 16 % Gross margin 74 % 74 % — — Cost of revenue increased $12.4 million or 16%, in the year ended December 31, 2025 compared to the year ended December 31, 2024.
Other Income (Expense), net Year Ended December 31, 2024 2023 $ Change % Change (in thousands, except percentages) Other income (expense), net $ 14,855 $ 13,426 1,429 11% Other income (expense), net increased $1.4 million, or 11%, in fiscal 2024 compared to fiscal 2023.
Other Income (Expense), net Year Ended December 31, 2025 2024 $ Change % Change (in thousands, except percentages) Other income (expense), net $ 10,670 $ 14,855 $ (4,185 ) (28 )% Other income (expense), net decreased $4.2 million or 28%, in the year ended December 31, 2025 compared to the year ended December 31, 2024.
These expenses also include non-personnel costs, such as outside legal, accounting, and other professional fees, software subscriptions, as well as certain tax, license, and insurance-related expenses, and allocated overhead costs. We have also incurred certain expenses as part of operating as a publicly-traded company, including professional fees and other expenses.
General and Administrative General and administrative expenses consist primarily of personnel and related expenses for our finance, human resources, information technology, and legal organizations. These expenses also include non-personnel costs, such as outside legal, accounting, and other professional fees, software subscriptions, as well as certain tax, license, and insurance-related expenses, and allocated overhead costs.
We believe that non-GAAP gross margin and non-GAAP income (loss) from operations margin provide our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations.
We believe that non-GAAP gross margin and non-GAAP income (loss) from operations margin provide our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations. 56 Free Cash Flow and Free Cash Flow Margin We define free cash flow as net cash provided by (used in) operating activities, less cash used for purchases of property and equipment and capitalized internal-use software costs.
Remaining Performance Obligations Remaining performance obligations (“RPO”) as of December 31, 2024 and 2023, including the expected timing of recognition, is as follows: As of December 31, 2024 2023 % Change (in thousands, except percentages) Less than or equal to 12 months $ 223,320 $ 188,456 18% Greater than 12 months 85,315 50,962 67% Total remaining performance obligations $ 308,635 $ 239,418 29% Our RPO represents the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancellable contracted amounts that will be invoiced and recognized as revenue in future periods.
Net cash used in financing activities of $19.9 million for fiscal 2024 primarily consisted of $26.4 million in net tax remittance on equity awards related to the vesting of RSU awards under a withhold-to-cover method, offset by $6.5 million in proceeds from the exercise of stock options. 63 Remaining Performance Obligations Remaining performance obligations (“RPO”) as of December 31, 2025 and 2024, including the expected timing of recognition, is as follows: As of December 31, 2025 2024 % Change (in thousands, except percentages) Less than or equal to 12 months $ 267,448 $ 223,320 20 % Greater than 12 months 150,271 85,315 76 % Total remaining performance obligations $ 417,719 $ 308,635 35 % Our RPO represents the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancellable contracted amounts that will be invoiced and recognized as revenue in future periods.
The increase was primarily due to higher interest income of $1.5 million due to a higher combined yield on investments and cash equivalents during the year ended December 31, 2024. 60 Provision for (Benefit from) Income Taxes Year Ended December 31, 2024 2023 $ Change % Change (in thousands, except percentages) Provision for (benefit from) income taxes $ 1,791 $ 1,269 $ 522 41% Provision for (benefit from) income taxes increased $0.5 million, or 41%, in fiscal 2024 compared to fiscal 2023, primarily due to an increase in foreign taxes during the year ended December 31, 2024.
Provision for (Benefit from) Income Taxes Year Ended December 31, 2025 2024 $ Change % Change (in thousands, except percentages) Provision for (benefit from) income taxes $ 3,206 $ 1,791 $ 1,415 79 % Provision for (benefit from) income taxes increased $1.4 million or 79%, in the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to increased foreign taxes during the year ended December 31, 2025.
RPO excludes performance obligations from overages. RPO is influenced by a number of factors, including the timing of renewals, the timing of purchases, average contract terms, and seasonality.
RPO excludes performance obligations from overages. RPO is influenced by a number of factors, including the timing of renewals, the timing of purchases, average contract terms, and seasonality. Due to these factors, it is important to review RPO in conjunction with product revenue and other financial metrics disclosed elsewhere in this Annual Report on Form 10-K.
General and Administrative General and administrative expenses increased $9.0 million, or 16%, in fiscal 2024 compared to fiscal 2023. The increase was primarily attributable to an increase of $3.8 million in personnel and related expenses, including an increase in allocated overhead costs and an increase of $3.1 million in stock-based compensation expense and related payroll taxes.
The increase was primarily driven by $13.3 million increase in personnel-related expenses, $5.2 million increase in stock-based compensation expenses and related payroll taxes, and $1.1 million increase in sales event expenses. 61 General and Administrative General and administrative expenses increased $0.5 million or 1%, in the year ended December 31, 2025 compared to the year ended December 31, 2024.
For the years ended December 31, 2024 and 2023, we have generated positive cash flow from operating activities; however, in the past several years, we generated negative cash flows from operating activities and have supplemented working capital requirements through net proceeds from the sale of preferred stock and common stock. 61 Net cash provided by operating activities of $18.5 million for fiscal 2024 reflects our net loss of $94.3 million, adjusted by non-cash items such as stock-based compensation expense of $100.0 million, depreciation and amortization of $6.1 million, and non-cash operating lease costs of $4.0 million as well as net cash provided by changes in our operating assets and liabilities of $2.4 million.
Net cash provided by operating activities of $29.8 million for fiscal 2025 reflects our net loss of $88.5 million, adjusted by non-cash items such as stock-based compensation expense of $92.1 million, depreciation and amortization of $9.6 million, non-cash operating lease costs of $4.4 million, and other non-cash adjustments of $2.1 million, as well as net cash provided by changes in our operating assets and liabilities of $10.1 million.
Net cash provided by investing activities of $9.3 million for fiscal 2023 consisted of $12.5 million of cash received from the maturities of marketable securities, offset by $1.9 million of capitalized internal-use software development costs, and $1.3 million in purchases of property and equipment.
Investing Activities Net cash used in investing activities of $55.1 million for fiscal 2025 consisted of $116.8 million of purchases of marketable securities, $3.0 million in cash paid for an acquisition, net of cash acquired, $4.7 million of capitalized internal-use software development costs, $1.6 million in purchases of property and equipment, and 0.2 million in issuance of a bridge loan.
Total 2025 2026-2027 2028-2029 After 2029 (in thousands) Operating lease and real estate-related commitments (1) $ 6,364 $ 4,209 $ 2,108 $ 47 $ — Purchase commitments (2) 129,166 79,426 49,740 — — Total contractual obligations $ 135,530 $ 83,635 $ 51,848 $ 47 $ — (1) Consists of future real estate-related non-cancellable minimum rental payments under operating leases and real estate commitments with substitution rights.
Total 2026 2027-2028 2029-2030 After 2030 (in thousands) Operating lease and real estate-related commitments (1) $ 10,489 $ 2,787 $ 7,210 $ 492 $ — Purchase commitments (2) 307,761 63,060 112,978 116,723 15,000 Total contractual obligations $ 318,250 $ 65,847 $ 120,188 $ 117,215 $ 15,000 (1) Consists of future real estate-related non-cancellable minimum rental payments under operating leases and real estate commitments with substitution rights.
The increase was primarily due to an increase of $8.0 million in personnel and related expenses, including an increase in allocated overhead costs and an increase of $2.8 million in stock-based compensation expenses and related payroll taxes.
The increase was primarily driven by $1.8 million increase in consulting expenses, $1.2 million increase in software subscriptions expenses, and $0.6 million increase in stock-based compensation expenses and related payroll taxes, offset by $1.1 million decrease in legal expenses, $1.1 million decrease in bad debt expenses, $0.3 million decrease in recruiting expenses, and $0.3 million decrease in corporate insurance expenses.
The increase was primarily due to an increase of $11.2 million in stock-based compensation expense and related payroll taxes mainly attributed to a one-time charge of $13.0 million related to our acquisition of CommandAI, and an increase of $2.6 million in personnel and related expenses, including an increase in allocated overhead costs.
The increase was primarily driven by $10.3 million increase in personnel-related expenses, $0.6 million increase in hosting expense, $0.4 million increase in consulting expense, $0.3 million increase in legal expenses, and $0.3 million increase in software subscriptions expenses, offset by $11.8 million net year-over-year decrease in stock-based compensation primarily due to a one-time acquisition related expense acceleration in prior year for the Command AI acquisition.
The increase was partially offset by a decrease of $0.8 million in stock-based compensation expense and related payroll taxes. 59 Operating Expenses Year Ended December 31, 2024 2023 $ Change % Change (in thousands, except percentages) Research and development $ 97,565 $ 90,138 $ 7,427 8% Sales and marketing 168,306 153,714 14,592 9% General and administrative 63,860 54,887 8,973 16% Restructuring and other related charges — 8,142 (8,142 ) * Total operating expenses $ 329,731 $ 306,881 $ 22,850 7% * Not meaningful Research and Development Research and development expenses increased $7.4 million, or 8%, in fiscal 2024 compared to fiscal 2023.
Operating Expenses Year Ended December 31, 2025 2024 $ Change % Change (in thousands, except percentages) Research and development $ 97,582 $ 97,565 $ 17 0 % Sales and marketing 188,033 168,306 19,727 12 % General and administrative 64,318 63,860 458 1 % Total operating expenses $ 349,933 $ 329,731 $ 20,202 6 % Research and Development Research and development expenses increased $0.1 million or 0%, in the year ended December 31, 2025 compared to the year ended December 31, 2024.
In recent years, we have acquired companies to bolster our predictive analytics and data instrumentation capabilities and most recently we acquired CommandAI to provide intuitive, AI-powered user assistance to make complex software easier to adopt and navigate.
In October 2024, we acquired Command AI to provide intuitive AI-powered user assistance to make complex software easier to adopt and navigate. In June 2025, we completed an asset acquisition of Inari to accelerate our AI roadmap, leveraging their team’s deep expertise in applied AI.
Free Cash Flow and Free Cash Flow Margin We define free cash flow as net cash provided by (used in) operating activities, less cash used for purchases of property and equipment and capitalized internal-use software costs. Free cash flow margin is calculated as free cash flow divided by total revenue.
Free cash flow margin is calculated as free cash flow divided by total revenue.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed7 unchanged
Biggest changeAs of December 31, 2024, we had cash and cash equivalents of $171.7 million and marketable securities, including non-current investments, of $126.7 million. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income on cash and cash equivalents.
Biggest changeAs of December 31, 2025, we had cash and cash equivalents of $81.1 million and marketable securities, including non-current investments, of $171.4 million. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income on cash and cash equivalents.
Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations, or financial condition. 65
Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations, or financial condition. 66

Other AMPL 10-K year-over-year comparisons