Coupang, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
CPNG$16.29-0.8%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-25.
0001834584-25-000030
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001834584-26-000024
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 447 previous paragraphs and 493 current paragraphs.
265 unchanged; 170 reworded; 25 added; 8 removed; 4 previous and 33 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
•we have experienced, and may again experience, a data incident involving the unauthorized access to proprietary, confidential, or customer data and we may experience cybersecurity incidents affecting our apps, websites, networks, and systems. Any such incident or failure to protect our confidential information could interfere with customer transactions and order fulfillment, damage our reputation and brand, and subject us to investigation, possible sanctions, and other actions and penalties;
Current report
•the use of artificial intelligence (“AI”), machine learning, and related technologies by us and our competitors present risks and challenges that could adversely affect us;
Current report
•expand our business in existing and new geographies;
Current report
We have experienced, and may again experience, data incidents involving the unauthorized or improper access to proprietary, confidential, or customer data, and may experience cybersecurity or data incidents involving unauthorized or improper use of, disclosure of, alteration of, or destruction of, proprietary, confidential, or customer data, any of which could cause loss of revenue, harm to our brand, business disruption, and significant liabilities.
Current report
Our business employs apps, websites, networks, and systems through which we collect, maintain, transmit, and store data about our customers, merchants, suppliers, advertisers, and others, including personally identifiable information, as well as other confidential and proprietary information and, as such, we are an attractive target of data security attacks by third parties and insiders. Any failure to prevent or mitigate security breaches or improper access to, or use, acquisition, disclosure, alteration, or destruction of, any such data, or failure to promptly remediate any such issues, could result in significant liability and a material loss of revenue resulting from the adverse impact on our reputation and brand, a diminished ability to retain or attract new customers, and disruption to our business.
Current report
In November 2025, we became aware of a data incident involving unauthorized access to customer accounts (the “Incident”). Based on investigative findings, we determined that a former employee obtained the names, phone numbers, delivery addresses, and email addresses associated with approximately 33 million customer accounts, and certain order histories for a subset of the impacted accounts. None of our customers’ banking or financial information, payment card data, login credentials, or government-issued IDs were obtained or otherwise compromised in the Incident.
Current report
As a result of the Incident, we are subject to significant scrutiny by the Korean government, including governmental investigations requiring senior leadership to appear before the National Assembly of Korea, prosecution referrals related to these appearances and failure to appear, and investigations by numerous regulators. In some cases, Korean regulators have reopened investigations unrelated to the Incident that had been inactive and have sought to expand the scope of these investigations. We expect that we will need to pay fines, which could be significant, and may be subject to restrictions on our business. Regulators in Korea have also been conducting inquiries into our business and operations, including with respect to data security and privacy practices. We believe that the Incident has increased and may further increase the Korean government’s focus on our business and could result in additional inquiries, enforcement actions, and litigation. In addition, following the Incident, we were named as a defendant in recently filed securities and consumer class action complaints and a purported stockholder derivative lawsuit filed against our directors and certain officers related to the Incident in the United States. We could face additional government investigations, enforcement actions, or claims, and other related costs and expenditures. For instance, regulators in Korea have alleged that we have failed to preserve certain records related to the Incident. The existing investigations and litigation, as well as any new investigations, enforcement actions, or claims could adversely affect our reputation and brand and subject us to criminal sanctions,
Current report
fines, penalties, judgments, and settlements, and may have a material adverse effect on our business, results of operations, and financial condition. In addition, in response to the Incident, Coupang Corp., our Korean subsidiary, announced a customer compensation program to issue approximately $1.2 billion worth of vouchers to customers, starting in January 2026, that may be applied towards future Coupang purchases. These vouchers will be reflected as reductions to the selling price and revenue recognized on each corresponding transaction as they are redeemed.
Current report
In addition, the Incident and any other past or future data privacy or security incidents could result in violations or alleged violations of applicable Korean, U.S. and international privacy, data protection, and other laws. Such violations or allegations subject us to individual, derivative, or consumer class action litigation as well as governmental investigations and proceedings by federal, state, and local regulatory entities in Korea, the United States, and internationally, which could result in claims, proceedings, or actions, including civil and criminal proceedings, against us and certain of our executive officers, or other liabilities, exposing us to material personal, civil, or criminal liability. Our data security and privacy practices have been the subject of inquiries from government agencies and regulators, not all of which are finally resolved.
Current report
Inadequate account security or organizational security practices, including those of companies we have acquired or those of the third-parties we utilize, may result in unauthorized access to our systems and data, including customer systems and data. For example, passwords may not be rotated and employee access may not be updated or removed on a timely basis. Employees or third parties may intentionally compromise our security or systems or reveal confidential information.
Current report
•expanding our product and service offerings and expanding into new geographies; and
Current report
•realizing the anticipated synergies and other benefits of the Farfetch Acquisition;
Current report
While we have integrated Farfetch into our internal controls over financial reporting, there is a risk that deficiencies may occur that could constitute significant deficiencies, or in the aggregate, a material weakness. As previously disclosed, Farfetch Limited identified the existence of a material weakness in its internal control over financial reporting and we determined the material weakness was not fully remediated as of December 31, 2024. As a result of the completed business restructuring and divestiture activities related to Farfetch’s New Guards business, we now believe that, as of December 31, 2025, the combination of deficiencies previously identified is not a material weakness.
Current report
We continually upgrade existing technologies and business applications to keep pace with evolving technologies, our competitors, and consumer preferences, and we may be required to implement new technologies, such as those related to AI, or business applications in the future. The implementation of these technologies and changes requires significant investments and as new devices, operating systems and platforms are released, it is difficult to predict requirements, regulatory changes, or the problems we may encounter in developing applications for these alternative devices, operating systems and platforms. Additionally, we may need to devote significant resources to the support, maintenance and regulatory compliance of such applications once created.
Current report
Pay’s services are highly regulated. Pay is required to comply with numerous complex and evolving laws, rules, and regulations, particularly in the areas of online and mobile payment services. For instance, in December 2025, Korea’s Electronic Financial Transactions Act (the “EFTA”) was amended to require that settlement funds held by Pay (and companies similar to Pay) for merchant settlement or user refunds be fully managed externally. At least 60% of the settlement funds must be managed by third parties, through deposits, trusts or payment guarantee insurance, from December 2026 and increasing to 100% by December 2028. This amendment may increase our restricted cash balance or require us to purchase payment guarantee insurance, if available. The amendment to the EFTA and a proposed amendment to Korea’s Large-Scale Retail Business Act also shorten the settlement period for certain merchant payments beginning in December 2026, which may reduce our accounts payable balances and cash on hand.
Current report
•transfer funds or pay dividends to Coupang, Inc.; and
Current report
•the economic impact of any pending or future free trade agreements or of any changes to existing free trade agreements or the imposition of tariffs;
Current report
Because we conduct our business outside the U.S. and receive the large majority of our revenues in currencies other than the USD, but report our results in USD, we face exposure to adverse movements in currency exchange rates. The value of the KRW, TWD, EUR, and other currencies in which we trade, has fluctuated against the USD, and may continue to fluctuate in the future. These fluctuations are affected by, among other things, changes in political and economic conditions. It is difficult to predict how market forces such as inflation, deflation, recessions, or government policies, including those of the U.S., Korean, Taiwanese, and European Union governments, including any decisions by their respective central banks affecting monetary policy, may impact the exchange rates between USD, KRW, TWD, EUR and the other currencies in which we operate in the future.
Current report
•other events or factors, including data incidents such as the Incident and those resulting from war, incidents of terrorism, or responses to these events;
Current report
In May 2025, our Board of Directors authorized a stock repurchase program for up to $1 billion of our outstanding shares of Class A common stock. The timing, manner, price and amount of any Class A common stock repurchases will be determined by the Company in its discretion and will depend on a variety of factors. If we suspend our buyback program or if we have an active buyback program and are repurchasing shares but do not repurchase the number of shares we contemplated at the rate or in the
Current report
timing we planned or anticipated by investors, our earnings per share and market price of our Class A common stock may be adversely affected.
Removed paragraphs (8)
Previous report
•expand our business in new and existing geographies;
Previous report
We have incurred, and expect to continue to incur, significant restructuring costs as we implement cost savings measures, and terminate or dispose of contracts, operations or subsidiaries that we believe are underperforming. We have identified some, but not all, of the actions necessary to achieve our anticipated cost and operational savings. Accordingly, the cost and operational savings may not be achievable in our anticipated amount or timeframe, or at all.
Previous report
As part of the Farfetch Acquisition, our subsidiary, Surpique LP (the “Limited Partnership”), assumed the then outstanding syndicated Term Loans (the “Farfetch Term Loans”) under Farfetch’s existing credit agreement with certain banks and financial institutions. In January 2025, the Farfetch Term Loans were amended to (i) waive technical defaults that resulted from our restructuring actions related to Farfetch subsidiaries in Italy and (ii) require loan prepayment (not to exceed $125 million) from restricted cash proceeds received for Italian VAT receivables and the Limited Partnership in turn extended its commitment to provide the remaining $148 million cash contribution to the earlier of the loan repayment date or April 2028. Coupang, Inc. has not provided any security or guaranty of repayment of the Farfetch Term Loans and is not obligated to provide additional cash funding to Farfetch beyond its share of the Limited Partnership’s remaining commitment.
Previous report
As new mobile devices and operating systems are released, we may encounter problems in developing or supporting applications for them. In addition, supporting new devices and mobile device operating systems may require substantial time and resources.
Previous report
•make certain restricted payments and prepayments of certain indebtedness;
Previous report
The value of the KRW and other currencies against the USD has fluctuated, and may continue to fluctuate and is affected by, among other things, changes in political and economic conditions. It is difficult to predict how market forces or Korean or the United States government policy, including any interest rate increases by the Federal Reserve, may impact the exchange rate between the KRW and the USD in the future.
Previous report
North Korea’s economy also faces severe challenges, which may further aggravate social and political pressures within North Korea. Since April 2018, North Korea has held a series of bilateral summit meetings with Korea and the United States to discuss peace and denuclearization of the Korean peninsula. However, North Korea has since resumed its missile testing, heightening tensions, and the outlook of such discussions remains uncertain.
Reworded paragraphs (170)
Previous wording
Investing in our Class A common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this Annual Report on Form 10-K, including the sections titled “Special Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes appearing elsewhere in this Form 10-K, before making an investment decision. The risks and uncertainties described below may not be the only ones we face. Our business, financial condition, results of operations, and prospects could also be affected by additional factors that apply to all companies operating globally. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, or that apply to all companies operating globally could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the price of our Class A common stock which would cause you to lose all or part of your investment.
Current wording
Investing in our Class A common stock involves a high degree of risk. You should consider and read carefully all of the risks, uncertainties, events, and contingencies described below, as well as other information included in this Form 10-K, including the sections titled “Special Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes appearing elsewhere in this Form 10-K, before making an investment decision. The risks, uncertainties, events, and contingencies described below may not be the only ones we face. Our business, financial condition, results of operations, and prospects, as well as the price of our Class A common stock could also be affected by additional factors that apply to all companies operating globally. The occurrence of any of the following, or additional, risks, uncertainties, events, and contingencies not presently known to us, or that we currently believe to be immaterial, or that apply to all companies operating globally could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the price of our Class A common stock which would cause you to lose all or part of your investment. Some of the risks, uncertainties, events, and contingencies discussed below may have occurred in the past, but the descriptions below are not representations as to whether or not the risks, uncertainties, events, or contingencies have occurred in the past and instead reflect our beliefs and opinions as to the risks, uncertainties, events, and contingencies that could materially and adversely affect us in the future.
Previous wording
Our business faces significant risks and uncertainties. The risk factors described below are only a summary of the principal risk factors associated with investing in our Class A common stock. These risks are more fully described in this “Risk Factors” section, including the following:
Current wording
Our business faces significant risks, uncertainties, events, and contingencies. The risk factors described below are only a summary of the principal risk factors associated with investing in our Class A common stock. These risks are more fully described in this “Risk Factors” section, including the following:
Previous wording
•our results of operations may fluctuate significantly, which makes our future results of operations difficult to predict and could cause our results of operations to fall below expectations;
Current wording
•our results of operations may fluctuate significantly, which makes our future results of operations and prospects difficult to predict and could cause our results of operations to fall below expectations;
Previous wording
•we may be unable to effectively manage the continued growth of our workforce and operations, including the development and management of new business initiatives;
Current wording
•we may be unable to effectively manage the continued growth of our workforce, operations, and infrastructure, including the development, acquisition, and management of new business initiatives;
Previous wording
•we have had a history of net losses, and we may not be able to generate sufficient revenues to achieve or maintain profitability in future periods;
Current wording
•we have had a history of net losses, and we may not maintain profitability in future periods;
Previous wording
•because a majority of our operations are subject to Korean law, there are circumstances in which certain of our Korean affiliates’ executives may be held either directly or vicariously criminally liable for the actions of our Korean affiliates or our Korean affiliates’ executives and employees;
Current wording
•because a majority of our operations take place in Korea and are subject to Korean law, there are circumstances in which certain of our Korean affiliates’ executives may be held either directly or vicariously criminally liable for the actions of our Korean affiliates or our Korean affiliates’ executives and employees;
Previous wording
•we face intense competition and could lose market share to our competitors if we do not innovate or compete effectively;
Current wording
•we face intense competition and could lose market share to our competitors if we do not innovate, compete effectively, and respond to changing customer preferences;
Previous wording
•a majority of our operations are subject to certain detailed and complex fair trade, labor, employment, and workplace safety laws and regulations, which continue to evolve and have and will continue to affect our operations and financial performance, could subject us to costs and penalties, and may affect our reputation;
Current wording
•a majority of our operations are subject to detailed and complex fair trade, labor, employment, and workplace safety laws and regulations, which continue to evolve and have and will continue to affect our operations and financial performance, subject us to regulatory scrutiny, costs and penalties, and may affect our reputation and results of operations;
Previous wording
•harm to our Coupang brand or our associated brands and marks (our “brand”) or reputation may occur if manufacturers and distributors from whom we buy products (“suppliers”) or the parties that sell their products on our marketplace (“merchants”) use unethical or illegal business practices, such as the sale of counterfeit or fraudulent products, or if our protocols with respect to such sales are perceived or found to be inadequate, which may also subject us to possible sanctions or penalties;
Current wording
•harm to our Coupang brand or our associated brands and marks (our “brand”) or reputation may occur if manufacturers and distributors from whom we buy products (“suppliers”) or the parties that sell their products on our marketplace (“merchants”) use unethical or illegal business practices, such as the sale of counterfeit or fraudulent products, or if our protocols designed to prevent such sales are perceived or found to be inadequate, which may also subject us to possible sanctions or penalties;
Previous wording
•any significant interruptions or delays in service on our apps or websites, or any undetected errors or design faults, could result in limited capacity, reduced demand, processing delays, and loss of customers, suppliers, or merchants;
Current wording
•any significant interruptions or delays in service on our apps or websites, any undetected errors or design faults, or failure to respond to customer spending patterns could result in limited capacity, reduced demand, processing delays, and loss of customers, suppliers, or merchants;
Previous wording
•any failure to comply with privacy laws or regulations, or to fulfill privacy-related customer expectations in the jurisdictions where we operate, could damage our reputation and brand and business and may subject us to possible sanctions or penalties;
Current wording
•any failure to comply with privacy laws or regulations, or to fulfill privacy-related customer expectations in the jurisdictions where we operate, could damage our reputation and brand and business and may subject us to regulatory scrutiny, sanctions, and/or penalties;
Previous wording
•we rely on Coupang Pay to conduct a substantial amount of the payment processing across our business. If Coupang Pay’s services were limited, restricted, curtailed, or degraded in any way, or become unavailable to us or our customers for any reason, our business may be adversely affected;
Current wording
•we rely on Pay to conduct a substantial amount of the payment processing across our business. If Pay’s services were limited, restricted, curtailed, or degraded in any way, or become unavailable to us or our customers for any reason, our business may be adversely affected;
Previous wording
•the acquisition of Farfetch creates incremental risk to our business, financial condition and results of operations, including potential difficulties in integrating Farfetch’s operations, operating in new geographic areas, and risks related to the restructuring of its subsidiary, New Guards Group Holdings S.p.A. (“New Guards”);
Current wording
•the acquisition of Farfetch creates incremental risk to our business, financial condition and results of operations, including potential difficulties in new geographic areas;
Previous wording
•our expansion into new geographies and offerings and substantial increase in the number of our offerings expose us to new and increased challenges and risks;
Current wording
•our expansion into new geographies and offerings and any substantial increase in the number or type of our offerings expose us to new and increased challenges and risks, including legal and regulatory compliance burdens, potential differences in consumer preferences in new markets, and uncertain costs of building out fulfillment and logistics infrastructure;
Previous wording
•international relations, including escalations in tensions between North Korea and South Korea, and other global conflicts could adversely affect the South Korean or global economies and demand for our products and services; and
Current wording
•international relations, including escalations in tensions between North Korea and Korea, and other global conflicts could adversely affect the Korean or global economies and demand for our products and services; and
Previous wording
Our revenue and results of operations may fluctuate for a variety of reasons, many of which are beyond our control. These reasons include those described elsewhere in this “Risk Factors” section as well as the following:
Current wording
Our revenue and expenses may fluctuate for a variety of reasons, many of which are beyond our control. These reasons include those described elsewhere in this “Risk Factors” section as well as the following:
Previous wording
•the introduction or activities of competitors’ stores, apps, websites, merchandise, or services;
Current wording
•the introduction or activities of competitors’ stores, apps, websites, merchandise, or services, including the use of AI shopping tools;
Previous wording
•the extent to which we offer fast and free delivery through Rocket Delivery, continue to offer a compelling value proposition to our customers, and provide additional benefits to our customers;
Current wording
•the extent to which we offer fast and free delivery, continue to offer a compelling value proposition to our customers, and provide additional benefits to our customers;
Previous wording
•the outcomes of any legal proceedings and claims or regulatory investigations, which may include significant monetary damages, injunctive relief, personal liability (including criminal liability), sanctions, fines, suspensions or revocations of related permits and licenses, and penalties;
Current wording
•the outcomes of legal proceedings, claims and regulatory investigations (including those prompted by the data incident discussed in Item 1C. “Cybersecurity” below), which may include monetary fines which could be significant, injunctive relief, personal liability (including criminal liability), sanctions, monetary damages, customer compensation, suspensions or revocations of related permits and licenses, and other penalties;
Previous wording
•increases in our temporary or long-term costs such as labor and energy sources, packing supplies, and other goods not for resale;
Current wording
•increases in our temporary or long-term costs such as labor and energy sources, packing supplies, leases, technology and logistics, and other infrastructure;
Previous wording
•the extent to which our services are affected by cybersecurity and data security incidents, including, but not limited to, spyware, viruses, phishing, and other spam emails, denial of service attacks, data theft, computer intrusions, outages, and similar events; and
Current wording
•the extent to which our customers, operations, and financial results are affected by cybersecurity and data security incidents, including the data incident discussed in Item 1C. “Cybersecurity” below, including, but not limited to, spyware, viruses, phishing, and other spam emails, denial of service attacks, unauthorized data access, data theft, computer intrusions, outages, and similar events; and
Previous wording
Fluctuations in our revenues and results of operations may result in a failure to meet the expectations of analysts or investors, which could cause the price per share of our Class A common stock to decline. In addition, our revenue growth may not be sustainable and our growth rates may decrease. Our revenue and results of operations depend in part on the continued growth of demand for the products and services offered by us or our merchants, and on general economic and business conditions worldwide. A softening of demand, whether caused by changes in customer preferences or a weakening of the Korean or global economies, may materially and adversely affect our revenue or growth rate, which could also materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the price per share of our Class A common stock.
Current wording
Fluctuations in our revenues and expenses may result in a failure to meet the expectations of analysts or investors, which could cause the price per share of our Class A common stock to decline. In addition, our revenue growth may not be sustainable and our growth rates, if any, may decrease. Our revenue and results of operations depend in part on the continued growth of demand for the products and services offered by us or our merchants, and on general economic and business conditions worldwide. A softening of demand, whether caused by changes in customer preferences, increased competition, or a weakening of the economies of the countries where we operate or globally, or other factors, may materially and adversely affect our revenue or growth rate, which could also materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the price per share of our Class A common stock.
Previous wording
Our limited operating history and evolving business make it difficult to evaluate our future prospects, including future revenue growth rate, as well as the risks and challenges we may encounter.
Current wording
Our limited operating history and evolving business make it difficult to evaluate our future prospects, including future revenues, growth rate, and margins as well as the risks and challenges we may encounter.
Previous wording
Our limited operating history and evolving business make it difficult to evaluate and assess our future prospects, as well as the risks and challenges that we may encounter. Although we launched our first website in 2010 and our first mobile application in 2011, our business and the markets in which we compete have rapidly evolved over time. As a result, our ability to accurately forecast our future results of operations is limited and subject to a number of risks and uncertainties, including our ability to plan for and model future growth and to expand our business in existing markets and enter new markets. As such, you should not rely on our business and financial performance in any prior quarterly or annual period as an indication of our future business or financial performance. Many factors may contribute to a decline in our growth rate, including, but not limited to, market saturation, increased competition, slowing demand, global macroeconomic and geopolitical conditions, the difficulty of capitalizing on growth opportunities, and the maturation of our business. If our growth rate declines, investors’ perceptions of our business could be materially and adversely affected and the price per share of our Class A common stock could decline.
Current wording
Our limited operating history and evolving business make it difficult to evaluate and assess our future prospects, as well as the risks and challenges that we may encounter. Although we launched our first website in 2010 and our first mobile application in 2011, our business and the markets in which we compete have rapidly evolved over time. As a result, our ability to accurately forecast our future results of operations is limited and subject to a number of risks and uncertainties, including our ability to plan for and model future growth and expenses and to expand our business in existing markets and enter new markets. As such, you should not rely on our business and financial performance in any prior quarterly or annual period as an indication of our future business or financial performance. Many factors may contribute to a decline in our growth rate or margins, including, but not limited to, market saturation, increased competition, slowing demand, global macroeconomic and geopolitical conditions, the difficulty of capitalizing on growth opportunities, regulatory and governmental actions, and the maturation of our business. If our growth rate declines, or if we fail to improve our margins as we anticipate, investors’ perceptions of our business could be materially and adversely affected and the price per share of our Class A common stock could decline.
Previous wording
•respond to changes in the way customers access and use the Internet and mobile devices;
Current wording
•respond to changes in the way customers access and use the Internet and mobile devices, including the use of AI shopping tools;
Previous wording
•further develop our scalable, high-performance technology and fulfillment infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and the sale of new merchandise and services; and
Current wording
•further develop our scalable, high-performance technology and fulfillment infrastructure to efficiently and reliably handle increased usage, as well as the deployment of new features and the sale of new merchandise and services; and
Previous wording
In addition, because we have limited historical financial data about certain aspects of our business, and our business continues to evolve and expand, any predictions about our future revenue, expenses, and results of operations may not be as accurate as they would be if we had a longer operating history or operated a business that is not rapidly evolving and growing. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories and evolving businesses that operate in highly regulated and competitive industries or have fixed expenses. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations, and our business, financial condition, results of operations, and prospects would be materially and adversely affected. Any failure to accurately predict revenue or to control our expenses could adversely affect our results of operations in any given quarter, or a series of quarters, which could cause the price per share of our Class A common stock to decline.
Current wording
In addition, because we have limited historical financial data about certain aspects of our business, and our business continues to evolve and expand, any predictions about our future revenue, expenses, and results of operations may not be as accurate as they would be if we had a longer operating history or operated a business that is not rapidly evolving and growing. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories and evolving businesses that operate in highly regulated and competitive industries or have fixed
Previous wording
We have had a history of net losses prior to our most recent fiscal years, we may incur losses in the future, and we cannot ascertain whether we will maintain profitability in future periods, which would materially and adversely affect our business, financial condition, results of operations, and prospects.
Current wording
We have had a history of net losses prior to 2023, we may incur losses in the future, and we cannot ascertain whether we will maintain or increase profitability in future periods, which would materially and adversely affect our business, financial condition, results of operations, and prospects.
Previous wording
Prior to 2023, we have had a history of net losses, including $(0.1) billion and $(1.5) billion for 2022 and 2021 respectively, as well as an accumulated deficit of $(4.2) billion as of December 31, 2024. Even though we have experienced recent profitability and expect to remain profitable, we cannot ascertain whether we will be able to maintain or increase our profitability in future periods. Our costs and expenses are expected to increase in future periods, which could materially and adversely affect our future results of operations. In particular, we intend to continue to spend significant amounts to increase our customer base, increase the number
Current wording
Prior to 2023, we had a history of annual net losses, including $(0.1) billion and $(1.5) billion for 2022 and 2021 respectively, as well as an accumulated deficit of $(5.7) billion as of December 31, 2022 and $(4.0) billion as of December 31, 2025. Even though we have experienced recent profitability, we cannot ascertain whether we will be able to maintain or increase our profitability in future periods. We expect to increase our costs and expenses in future periods, which could materially and adversely affect our future results of operations. In particular, we intend to continue to spend significant amounts to increase our customer base, increase the number and variety of merchandise and services we offer, expand our marketing channels, expand into new geographies, broaden our operations, develop additional fulfillment and logistics capacity, hire additional and retain existing employees and managers, and develop our technology infrastructure. These increased costs may materially and adversely affect our profitability and operating expenses. Some of our initiatives to generate revenue are new and unproven, and any failure of these initiatives to meet our goals could create additional losses and materially and adversely affect our business, financial condition, results of operations, and prospects.
Previous wording
In addition, we expect to invest in longer-term initiatives, which will likely impact our shorter-term results of operations. We may find that these efforts are more expensive than we currently anticipate and/or encounter technological and other development delays. We will also face increased compliance costs associated with growth and the expansion of our customer base. Our efforts to grow our business may cost more than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses or to achieve and, if achieved, maintain profitability in future periods.
Current wording
In addition, we expect to invest in longer-term initiatives, which will likely impact our shorter-term results of operations. We may find that these efforts are more expensive than we currently anticipate and/or encounter technological and other development delays. We will also face increased compliance costs associated with growth and the expansion of our customer base. Our efforts to grow our business may cost more than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses or maintain profitability in future periods.
Previous wording
We may incur significant losses in the future for a number of reasons, including the other risks described in this “Risk Factors” section, and unforeseen expenses, difficulties, complications or delays, and other unknown events. If we are unable to achieve and, if achieved, sustain profitability in future periods, the value of our business and the price per share of our Class A common stock could decline.
Current wording
We may incur significant losses in the future for a number of reasons, including the other risks described in this “Risk Factors” section, and unforeseen expenses, difficulties, complications or delays, and other unknown events. If we are unable to sustain or increase profitability in future periods, the value of our business and the price per share of our Class A common stock could decline.
Previous wording
•any failure to protect our apps, websites, networks, and systems against security breaches or otherwise protect our confidential information could damage our reputation and brand and may subject us to possible sanctions or penalties;
Current wording
If we fail to promptly remediate any data incident that we experience, we may face further harm to our brand, business disruption, and significant liabilities. Our insurance programs may not cover all potential claims to which we are exposed and may not be adequate to indemnify us for the full extent of our potential liabilities. For more information, see the risk factor below titled “Any failure to protect our apps, websites, networks, and systems against security breaches or otherwise protect our and our customers’ and business partners’ confidential information could damage our reputation and brand and adversely affect our business, financial condition, and results of operations.”
Previous wording
Our business employs websites, networks, and systems through which we collect, maintain, transmit, and store data about our customers, merchants, suppliers, advertisers, and others, including personally identifiable information, as well as other confidential and proprietary information. We rely on encryption and authentication technology in an effort to securely transmit confidential and sensitive information. However, security breaches or other security incidents have in the past resulted and could in the future result in the inadvertent or unauthorized use or disclosure of confidential and sensitive information we collect, store, or transmit, or otherwise enable third parties to gain unauthorized access to this information such as our inadvertent exposure of limited customer information within our App that occurred during an upgrade in 2021 and was remediated within an hour. In addition, our apps, websites, networks, and systems are subject to security threats, including hacking of our systems, denial-of-service attacks, viruses, malicious software, ransomware, break-ins, phishing attacks, social engineering, security breaches, or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our apps, websites, networks, and systems, or that we otherwise maintain. Such risks extend not only to our own apps, websites, networks, and systems, but also to those of third-party services providers and our customers, contractors, business partners, vendors, and other third parties. Moreover, techniques used to obtain unauthorized access to or sabotage systems change frequently and are becoming increasingly sophisticated and may not be known until launched against us or our third-party service providers, increasing the difficulty of detecting and defending against such threats. We have observed an increase in the frequency of the security threats we and our third-party service providers face, and we expect these activities to continue to increase. Geopolitical tensions or conflicts, such as the conflict between Russia and Ukraine, and the increased adoption of artificial intelligence technologies, may further heighten the risk of cyber security incidents. In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships. As a result of any security breach, our reputation and brand could be damaged, our business could suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation, or regulatory action and possible liability. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants. Any compromise or brea…
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Current wording
Moreover, techniques used to obtain unauthorized access to or sabotage systems change frequently and are becoming increasingly sophisticated and may not be known until launched against us or our third-party service providers, increasing the difficulty of detecting and defending against such threats. We have observed an increase in the frequency of the security threats we and our third-party service providers face, and we expect these activities to continue to increase. Geopolitical tensions or conflicts, such as the conflict between Russia and Ukraine, and the increased adoption of AI technologies, may further heighten the risk of cybersecurity incidents. In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or former employees (such as was the case in the Incident) or by persons with whom we have commercial relationships. As a result of any security breach, our reputation and brand could be damaged, our business could suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation, or regulatory action (including under laws related to privacy, data use, data protection, data security, network security, and consumer protection) and possible liability. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data security, and other laws, cause significant legal and financial exposure, cause adverse publicity, interfere with customers’ ability to use our apps, websites, networks, and systems, interfere with customer transactions and order fulfillment, and a create a loss of confidence in our security measures, which could have an adverse effect on our business, financial condition, and results of operations.
Previous wording
We are also subject to regulations relating to privacy and use of confidential information of our consumers, including, among others, Korea’s Personal Information Protection Act and related legislation, regulations and orders (the “PIPA”), China’s Personal Information Protection Act, the Act on the Promotion of Information and Communications Network Utilization and Protection of Information Act (Korea), and the Credit Information Act in Korea that specifically regulates certain sensitive personal information. PIPA requires consent by the consumer with respect to the use of his or her data and requires the persons responsible for management of personal data to take the necessary technological and managerial measures to prevent data breaches and, among other duties, to notify the Personal Information Protection Commission of any data breach incidents within 24 hours. Failure to comply with PIPA in any manner may subject these persons responsible to personal liability for not obtaining such consent in an appropriate manner or for such breaches, including even negligent breaches, and violators face varying penalties ranging from monetary penalties to imprisonment. We strive to take the necessary technological and managerial measures to comply with PIPA, including the implementation of privacy policies concerning the collection, use, and disclosure of subscriber data on our apps and websites, and we regularly review and update our policies and practices. Despite these efforts to comply with PIPA, these rules are complex and evolving, subject to interpretation by government regulators which may change over time and therefore we are subject to the risk of claims by regulators of failure to comply with PIPA. Any failure, or perceived failure, by us to comply with such policies, laws, regulations, and other legal obligations and regulatory guidance could adversely affect our reputation, brand, and
Current wording
We are also subject to regulations relating to privacy and use of confidential, sensitive, and personal information of our consumers, including, among others, Korea’s Personal Information Protection Act (“PIPA”), Korea’s Act on the Promotion of Information, Korea’s Communications Network Utilization and Protection of Information Act, Korea’s Credit Information Act and China’s Personal Information Protection Act. PIPA requires consent by the consumer with respect to the use of his or her data and requires the persons responsible for management of personal data to take the necessary technological and managerial measures to prevent data breaches and, among other duties, to notify the Personal Information Protection Commission of any data breach incidents within 24 hours. Failure to comply with PIPA in any manner may subject the individuals responsible to personal liability for not obtaining such consent in an appropriate manner or for such breaches, including even negligent breaches, and violators face varying penalties ranging from monetary penalties to imprisonment. We are also subject to regulations regarding privacy and use of confidential, sensitive, and personal information of our employees and service providers. We strive to take the necessary technological and managerial measures to comply with applicable laws, including the implementation of privacy policies concerning the collection, use, and disclosure of subscriber data on our apps and websites, and we regularly review and update our policies and practices. Despite these efforts to comply with applicable laws, these rules are complex and evolving, subject to interpretation by government regulators which may change over time and therefore we are subject to the risk of claims by regulators of failure to comply. Any failure, or perceived failure, by us to comply with such policies, laws, regulations, and other legal obligations and regulatory guidance could adversely affect our reputation, brand, and business, and may result in claims, proceedings, or actions, including criminal proceedings, against us and certain of our executive officers by governmental entities or others or other liabilities. Any such claim, proceeding, or action could hurt our reputation, brand, and business, force us to incur significant expenses in defense of such proceedings, distract our management, increase our costs of doing business, result in a loss of employees, customers, or merchants, and could have an adverse effect on our business, financial condition, and results of operations.
Previous wording
Moreover, we are also subject to other data privacy and protection laws regulating the collection, use, retention, disclosure, transfer, and processing of personal information, such as the California Consumer Privacy Act, which was significantly modified by the California Privacy Rights Act, similar laws in other states in the United States, the United Kingdom’s General Data Protection Regulation, and the European Union's General Data Protection Regulation. The potential effects of these laws are far-reaching, continue to evolve, and may require us to modify our data processing practices and policies and to incur substantial costs and expenses to comply with the obligations imposed by the governments of the foreign jurisdictions in which we do business or seek to do business and we may be required to make significant changes in our business operations, all of which may adversely impact our business. These and other privacy and cybersecurity laws may carry significant potential penalties for noncompliance.
Current wording
Moreover, we are also subject to other data privacy and protection laws regulating the collection, use, retention, disclosure, transfer, and processing of personal information, such as the California Consumer Privacy Act, the California Privacy Rights Act, similar laws in other states in the United States, the United Kingdom’s General Data Protection Regulation, and the European Union's General Data Protection Regulation. The potential effects of these laws are far-reaching, continue to evolve, and may require us to modify our data processing practices and policies and to incur substantial costs and expenses to comply with the obligations imposed by the governments of the jurisdictions in which we do business or seek to do business and we may be required to make significant changes in our business operations, all of which may adversely impact our business. These and other privacy and cybersecurity laws may carry significant potential penalties for noncompliance.
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If we fail to timely identify or effectively respond to changing customer preferences and spending patterns, fail to expand the products being purchased by customers, or fail or are unable to obtain or offer appropriate categories of products, our relationship with our customers and the demand for our products and services could be materially and adversely affected, which could in turn materially and adversely affect our business, financial condition, results of operations, and prospects.
Current wording
If we fail to timely identify or effectively respond to changing customer preferences and spending patterns, fail to expand the products and services being purchased by customers, or fail or are unable to obtain or offer desirable categories of products or services, our relationship with our customers and the demand for our products and services could be materially and adversely affected, which could in turn materially and adversely affect our business, financial condition, results of operations, and prospects.
Previous wording
Our future business and financial performance depends on continued demand for the types of goods and services that we and our merchants offer. The popularity of certain products, including apparel, beauty, food, and consumer electronics, may vary over time due to perceived availability, subjective value, seasonality, and/or general societal trends. A decline in the demand for certain products we sell could materially and adversely affect our revenue. For example, demand for luxury product offerings, which we have recently expanded, can be particularly variable due to changes in consumer preferences and may be particularly susceptible to recessions or other economic downturns. In addition, a temporary or sudden surge in demand for certain products may temporarily inflate the volume of those products listed on or purchased through our apps and websites, placing a significant strain on our infrastructure and throughput capacity. These trends may also cause significant fluctuations in our results of operations from period to period. A failure to timely identify or effectively respond to changing consumer preferences and spending patterns, an inability to keep adequate inventory of the type of products being purchased by customers, failure to grow and retain the members of our Rocket WOW membership program, or a failure or inability to obtain or offer appropriate categories of products could negatively affect our relationship with customers and the demand for our products and services.
Current wording
Our future business and financial performance depends on continued demand for the types of goods and services that we and our merchants offer. The popularity of certain products, including apparel, beauty, food, and consumer electronics, may vary over time due to perceived availability, subjective value, seasonality (including the impact and timing of holidays), and/or general societal trends. A decline in the demand for certain products or services we or our merchants sell could materially and adversely affect our revenue. For example, demand for luxury product offerings, which we have recently expanded, can be particularly variable due to changes in consumer preferences and may be particularly susceptible to recessions or other economic downturns. In addition, a temporary or sudden surge in demand for certain products may temporarily inflate the volume of those products listed on or purchased through our apps and websites, placing a significant strain on our infrastructure and throughput capacity. These trends may also cause significant fluctuations in our results of operations from period to period. A failure to timely identify or effectively respond to changing consumer preferences and spending patterns, an inability to keep adequate inventory of the type of products being purchased by customers, failure to grow and retain the members of our WOW membership programs, or a failure or inability to obtain or offer appropriate categories of products and services could negatively affect our relationship with customers and the demand for our products and services.
Previous wording
Our ability to identify and develop and effectively manage sourcing relationships with qualified, economically stable suppliers and merchants, who satisfy our requirements, and to acquire sufficient amounts of products in a timely and cost-efficient manner is critical to our business. Significant changes to, or a failure to develop and maintain, sourcing relationships with a broad and deep supplier base could materially and adversely affect our business, financial condition, and results of operations.
Current wording
Our ability to identify, develop, and effectively manage sourcing relationships with qualified, economically stable suppliers and merchants who satisfy our requirements, and our ability to acquire sufficient amounts of products in a timely and cost-efficient manner is critical to our business. Significant changes to, or a failure to develop and maintain, sourcing relationships with a broad and deep supplier base could materially and adversely affect our business, financial condition, and results of operations.
Previous wording
Further, we also offer our customers private-label products on our apps and websites. Selling private-label products subjects us to additional and/or heightened risks, including but not limited to, risks of: potential product liability and mandatory or voluntary product recalls; potential liability arising from our commercial relationships with the manufacturers of our private-label products; potential liability for incidents, including, but not limited to, the injuries of our subcontractors’ employees at manufacturing sites that we do not control; failure to successfully protect our intellectual property rights and the rights of applicable third parties; harm to our reputation and brand image; and other risks generally encountered by entities that source, market, and sell private-label products.
Current wording
Further, we also offer our customers private-label products on our apps and websites. Selling private-label products subjects us to additional and/or heightened risks, including but not limited to, risks of: potential product liability and mandatory or voluntary product recalls; potential liability arising from our commercial relationships with the manufacturers of our private-label products; potential liability for incidents, including, but not limited to, the injuries of our subcontractors’ employees at manufacturing sites that we do not control; failure to successfully protect our intellectual property rights and the rights of applicable third parties; harm to our reputation and brand image; increased regulatory scrutiny and fines related to subcontracting and our pricing and advertising practices with respect to private-label products; and other risks generally encountered by entities that source, market, and sell private-label products.
Previous wording
If we are unable to successfully implement some or all of our major strategic initiatives in a timely manner, our ability to maintain and improve our market position may be materially and adversely affected.
Current wording
If we are unable to successfully implement some or all of our major strategic initiatives in a timely manner, our ability to maintain and improve our market position may be materially and adversely affected, which could in turn materially and adversely affect our business, financial condition, results of operations, and prospects.
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expenses. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations, and our business, financial condition, results of operations, and prospects would be materially and adversely affected. Any failure to accurately predict revenue or to control our expenses could adversely affect our results of operations in any given quarter, or a series of quarters, which could cause the price per share of our Class A common stock to decline.
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We rely on encryption and authentication technology in an effort to securely transmit and store data about our customers, merchants, suppliers, advertisers, and others, including personally identifiable information, as well as other confidential and proprietary information but such measures cannot provide absolute security and may fail to operate as intended or be circumvented. Data loss, breaches, theft, misuse, unauthorized access, or other security incidents or vulnerabilities affecting our or our vendors’ or customers’ technology, products, and systems have in the past, and could in the future, result in the inadvertent or unauthorized use or disclosure of information or otherwise enable third parties to gain unauthorized access to this information. For instance, we have experienced data incidents in the past, including the Incident, and the inadvertent exposure of limited customer information within our app that occurred during an upgrade in 2021. For more information about the Incident, see the risk factor titled “We have experienced, and may again experience, data incidents involving the unauthorized or improper access to proprietary, confidential, or customer data, and may experience cybersecurity or data incidents involving unauthorized or improper use of, disclosure of, alteration of, or destruction of, proprietary, confidential, or customer data, any of which could cause loss of revenue, harm to our brand, business disruption, and significant liabilities.” In addition, our apps, websites, networks, and systems are subject to security threats, including hacking of our systems, denial-of-service attacks, viruses, malicious software, ransomware, break-ins, phishing attacks, social engineering, security breaches, or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our apps, websites, networks, and systems, or that we otherwise maintain. It may be difficult to determine the best way to investigate, mitigate, contain, and remediate the harm caused by a data incident. Such efforts may not be successful, and we may make errors or fail to take necessary actions. Such risks extend not only to our own apps, websites, networks, and systems, but also to those of third-party service providers and our customers, contractors, business partners, vendors, and other third parties. There can be no assurance that future incidents will not have material adverse effects on our business, financial condition, and results of operations.
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risks and uncertainties, including our ability to plan for and model future growth, expand our business in existing geographies, and enter new geographies.
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reputation. If we experience significant supplier or merchant attrition, or if we are unable to attract new suppliers or merchants, our revenue and results of operations may be materially and adversely affected. Our inability to purchase suitable merchandise on acceptable terms or to source new suppliers and merchants could have a material adverse effect on our business, financial condition, and results of operations.
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•increased overhead expenses or cash flow shortages that may occur if anticipated revenues from the Farfetch Acquisition are not realized or are delayed;
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•hiring management personnel for expanded Farfetch operations;
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•the value of assets acquired in the Farfetch Acquisition may be lower than expected or may diminish;
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•the liabilities assumed (including any unknown potentially significant claims that may arise following the acquisition for which we have limited or no contractual remedies or insurance coverage) may be greater than expected;
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•assets and liabilities acquired may be subject to foreign currency exchange rate fluctuations;
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•challenges associated with operating in geographic regions, including Europe, and markets where we have not had operations in the past;
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•the effects of the transaction on relationships, including with suppliers, customers, boutiques, and competitors as well as the effect on the Farfetch brand;
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•risks related to the potential effect of general economic, political, and market factors, including changes in the financial markets, interest rates or foreign exchange rates as a result of inflation or governmental measures implemented to address inflation; and
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•litigation and regulatory risks related to the acquisition and/or our ownership of Farfetch.
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If we fail to address the risks and uncertainties that we face, including those associated with the challenges listed above and those described elsewhere in this “Risk Factors” section, our business, financial condition, and results of operations would be adversely affected.
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If we experience future material weaknesses or deficiencies in internal controls (whether due to acquisitions or otherwise) and we are unable to correct them in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC, will be adversely affected. Any such failure could result in investors losing confidence in the accuracy and completeness of our financial reports, could cause us to violate covenants in our debt instruments or other reporting obligations, the market price of our Class A common stock could be adversely affected, and we could become subject to litigation or investigations by the New York Stock Exchange (the “NYSE”), the SEC, or other regulatory authorities, which could require additional financial and management resources and materially and adversely affect our business and results of operations.
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products and tools are not well received by advertisers or customers, our revenue or sales could be materially and adversely affected.
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•subject us to significant fines, penalties, criminal and civil lawsuits;
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•result in additional compliance and licensure requirements;
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•cause us to lose existing licenses or prevent or delay us from obtaining additional licenses that may be required for our business;
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•increase regulatory scrutiny of our business;
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•divert management’s time and attention from our business;
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•lead to increased friction for customers;
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•force us to make changes to our business practices, products or operations;
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•require us to engage in remediation activities; or
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•delay planned transactions, product launches or improvements.
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Any of the foregoing could, individually or in the aggregate, harm our reputation, damage our brands and business, and adversely affect our results of operations and financial condition.
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funds we expend for those reimbursements. Although we focus on enhancing customer service, our efforts may be unsuccessful and our merchants and customers may be disappointed in their experience and not return.
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Our revolving credit facility also contains covenants requiring us to maintain certain financial ratios.
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efficiently as we would like. Failure to hire and retain capable fulfillment, delivery personnel, and other labor support may lead to underperformance of these functions and cause disruption to our business.
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If we are unable to comply with these obligations and timely adapt to changing norms and requirements around maintaining a safe workplace, it could cause employee illness, accidents, worker discontent, and negative publicity related to workforce safety, as well as potentially significant costs, criminal or civil penalties, or disruptive government orders or requirements. Any of the foregoing could have a material and adverse effect on our business, financial condition, and results of operations.
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brand in Korea, so long as the merchandise is purchased from a valid source outside of Korea and the supply chain is documented. We cannot assure you that we will be successful in defending against these claims.
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additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations. Our consolidated financial statements could fail to reflect adequate reserves to cover such a contingency.
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the S&P Composite 1500. Although S&P Dow Jones has since revised its eligibility criteria to again permit companies with multiple classes of common stock to be added to its indices, including the S&P 500, the S&P MidCap 400, and the S&P SmallCap 600, there can be no assurances that such companies will remain eligible. The dual class structure of our common stock would make us ineligible for inclusion in these and certain other indices and, as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to passively track those indices would not invest in our Class A common stock. Exclusion from indices, could make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected.
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and variety of merchandise and services we offer, expand our marketing channels, expand into new geographies, broaden our operations, develop additional fulfillment centers, hire additional and retain existing employees and managers, and develop our technology and fulfillment infrastructure. These increased costs may materially and adversely affect our operating expenses. Some of our initiatives to generate revenue are new and unproven, and any failure of these initiatives to meet our goals could materially and adversely affect our business, financial condition, results of operations, and prospects.
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business, and may result in claims, proceedings, or actions, including criminal proceedings, against us and certain of our executive officers by governmental entities or others or other liabilities. Any such claim, proceeding, or action, could hurt our reputation, brand, and business, force us to incur significant expenses in defense of such proceedings, distract our management, increase our costs of doing business, result in a loss of customers and merchants, and could have an adverse effect on our business, financial condition, and results of operations.
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investment vehicles that attempt to passively track those indices would not invest in our Class A common stock. Exclusion from indices, could make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected.
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public market upon issuance, subject to compliance with applicable securities laws, applicable vesting requirements, and other restrictions provided under the terms of the applicable plan and/or the award agreements entered into with participants.