Paymentus Holdings, Inc.
For the period ended Dec 31, 2025. Filed Feb 24, 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 24, 2026
PAY$33.47+0.3%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 2025-03-11.
0000950170-25-036566
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-24.
0001193125-26-064510
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 329 previous paragraphs and 366 current paragraphs.
35 unchanged; 169 reworded; 132 added; 121 removed; 4 previous and 30 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 (132)
Current report
Risks Related to Our Business, Industry and Growth
Current report
Retaining existing revenue is substantially less costly than generating new revenue. A failure to retain revenue from existing billers and financial institutions could adversely impact our operating results, even if offset by attracting new business or increasing platform adoption. Furthermore, a failure to meet our expected growth rates in all of our key performance metrics will likely harm the market price of our Class A common stock.
Current report
Our ability to maintain biller and financial institution payment rates and platform usage.
Current report
Actual or perceived privacy violations, security breaches or other related incidents.
Current report
We rely on partnerships for a portion of our revenue; if we fail to establish, grow or maintain them, our ability to compete and our operating results will be impaired.
Current report
As our business grows, we must devote additional resources to improving and enhancing the scalability of our operational infrastructure, including customer support, cybersecurity and data protection, risk and compliance operations and professional services. Failure or delays in these efforts could lead to service interruptions, impaired system performance, cybersecurity or privacy exposure, reduced satisfaction and retention, and ultimately reduced revenue growth, loyalty and reputation. Scaling our business is expensive and complex, requires significant management time and may cause inefficiencies or service disruptions. We cannot be sure that infrastructure expansion and improvements will be implemented effectively or timely, which could adversely affect our business, regulatory exposure, reputation, operating results and financial condition.
Current report
Further, we intend to continue expanding our overall business, including headcount, but cannot assure that revenue will grow sufficiently to offset the associated costs. We must also continuously improve our operational and financial controls and reporting procedures as we grow. Management's limited experience managing a large public company may impede effective management of this growth. We also risk over-hiring, over-compensating employees and over-expanding infrastructure, especially during periods of high inflation, which could negatively impact gross profit or operating expenses.
Current report
Our growth, infrastructure development and geographically dispersed workforce also place strains on our corporate culture, which is key to innovation and success. Our dispersed workforce across the U.S., Canada and India makes effective management, culture preservation and rapid execution more difficult. Failure to preserve our culture could limit our ability to innovate, operate effectively, recruit and retain personnel, perform at current levels or execute our business strategy.
Current report
Our ability to maintain profitability is uncertain due to expected increases in costs that may not be offset by revenue growth or expected benefits from investments.
Current report
We expect to continue expending substantial resources on various initiatives, and the increased costs may fail to generate the expected benefits. These investments include:
Current report
Regulatory and legal compliance and risk management to support growth and new product offerings.
Current report
If our revenue growth is insufficient to offset the expected cost increase, our business, operating results and financial condition will be harmed, and we may not maintain long-term profitability. Specifically, net income and adjusted EBITDA may be adversely impacted by investments in our platform and IPN, increased public company operating costs, integration of future acquisitions, if any, and amortization of related intangible assets.
Current report
As the number of billers and financial institutions increases and market penetration rates rise, our growth rate may decline over time. This slowdown could negatively affect investor perception and the market price of our Class A common stock. In that scenario, our business performance will rely more heavily on retaining existing revenue and increasing platform adoption by existing billers and financial institutions.
Current report
Our sales efforts to large enterprises are complex, costly and unpredictable, which could cause our results to fluctuate.
Current report
The adoption of our platform by large enterprise billers and financial institutions, in lieu of legacy solutions, in-house technologies or competitor products, is a key factor in our growth and financial performance and involves specific risks, such as longer, unpredictable sales cycles, varying levels of engagement and the need to navigate multilayered approval processes. Our sales efforts require considerable time and expense to evaluate specific organizational needs and sell and educate multiple decision-makers at potential billers and financial institutions about our platform's capabilities and value.
Current report
Because large enterprises impact more consumers, they involve multiple levels of evaluation, specific requirements and often senior management participation. As a result, sales cycles are long and unpredictable, leading to potential fluctuations in our operating results. Decisions by large organizations are influenced by factors not directly related to our platform features, such as projected business growth, economic uncertainty, capital budgets, anticipated cost savings, preference for internal software, perceptions about our business and platform, more favorable competitor terms, prior technology investments and personnel changes during the sales or implementation phases. Decision-makers may also have vested interests in existing solutions, making a sale more difficult. Large organizations also impose wide-ranging ancillary requirements, such as exhaustive security audits for handling sensitive consumer billing and payment data.
Current report
Economic risks and inflationary pressures could negatively affect our financial performance, and we may not be able to adjust our pricing accordingly.
Current report
The U.S. economy experienced prolonged economic uncertainty and inflationary conditions in 2022 and into 2023, followed by partial stabilization in 2024. Although inflation continued to moderate in 2025, the economy was still affected by lingering cost pressures and uneven economic conditions, which negatively affected our financial performance. Despite some improvement, overall economic uncertainty remains elevated in 2026 and could continue to adversely affect our results. Ongoing uncertainty regarding tariffs or trade disputes may further exacerbate these risks.
Current report
Competitors, including legacy providers, new entrants and financial institutions, may internally develop, acquire or partner to expand their offerings, provide more comprehensive solutions or achieve greater economies of scale. They may bundle competing solutions with other offerings, potentially offering them at lower or no additional cost, or pay exit or termination costs to acquire customers. Customer information system providers often leverage their broader relationships to cross-sell bill payment services. Legacy providers offer various payment solutions, including in-person cash payments, check-based mail payments, prior-generation interactive voice response (IVR) telephone-based payments and web-based payments, as well as a variety of point solutions. New entrants, such as payment processing vendors focused on online and mobile payments and mobile wallets, may also enter the market through acquisitions or partnerships.
Current report
Fluctuations in our operating results and shifts in payment mix make forecasting difficult; inability to accurately meet our forecasts could cause our stock price to decline.
Current report
Our ability to expand relationships with partners and attract new ones.
Current report
Our ability to accelerate implementation and reduce the time between bookings and revenue recognition.
Current report
Our ability to control costs, including operating expenses.
Current report
The amount and timing of payments for operating expenses, particularly research and development and sales and marketing expenses.
Current report
The costs associated with recruiting, training, integrating, retaining and motivating employees.
Current report
We depend on third-party payment processors, sponsor banks, and printers; service interruptions from these providers could harm our business.
Current report
Our use of artificial intelligence (AI) and machine learning (ML) presents specific risks that could harm our business and reputation.
Current report
Our AI and ML capabilities are designed to augment human decision-making and operational efficiency and are not used to autonomously authorize payments, release funds or override established compliance, security or financial controls. However, the use of AI may increase cybersecurity, privacy, intellectual property, operational and technological risks, including risks related to data protection, model performance, third-party technology dependencies and misuse or misrepresentation of AI-generated outputs. The technologies, regulatory expectations and use cases for AI are rapidly developing, making it difficult to predict all related legal, operational or technological risks.
Current report
The use of AI is subject to ongoing and evolving scrutiny by various international and U.S. regulatory agencies, including the SEC and FTC. Numerous AI-related bills are introduced in state legislatures every year, and a number of states have enacted AI-related laws or regulations. At the same time, multiple Presidential executive orders have been issued, some of which purport to preempt such state laws, and which are currently being challenged. Thus, the legal and regulatory landscape around AI is uncertain and continuing to rapidly evolve to address both the benefits and risks of the development and deployment of AI. Common risks around the use of AI in certain contexts may include cybersecurity, privacy, accuracy, bias/discrimination and intellectual property. As governments continue to regulate, limit or restrict the use of AI, or impose additional compliance requirements that could increase costs or reduce the usability or effectiveness of our products and services, these deficiencies and regulatory challenges could subject us to competitive harm, legal liability and brand or reputational harm.
Current report
In addition, many of our customers require contractual representations, warranties and indemnities related to our use of AI and ML. If we fail to comply with these obligations, or if AI-related functionality does not perform as expected, we could face legal liability, contractual termination, competitive harm and damage to our brand and reputation, which could adversely affect our financial performance. Furthermore, managing these same risks downstream from a supply chain perspective with respect to third-party vendors of products and services, particularly as our upstream customers require AI-related contractual protections and warranties, presents similar challenges.
Current report
We operate in an innovative and evolving market, and slow or unexpected development could negatively impact our revenue.
Current report
The electronic bill presentment and payment market may develop more quickly or differently than expected. Our main competition remains legacy processes, such as physical bills, checks and non-scalable IVR and similar systems, and internally developed financial institution systems, as well as a number of other electronic bill payment companies offering similar services. Our success depends substantially on the widespread adoption of our cloud-based platform as an alternative to these existing solutions and adoption by billers not currently using any such solutions.
Current report
If the market does not evolve as anticipated, or if we cannot expand our platform to meet its demands, our revenue may decline or fail to grow. Some organizations may be reluctant to use our platform due to concerns about implementation costs, uncertainty over cloud-based reliability and security or lack of awareness of our platform’s benefits.
Current report
The success of competing solutions, including those that may offer superior, more efficient or secure solutions at lower prices.
Current report
The loss of our founder and chief executive officer, other senior management or key employees could harm our business, and we may not be able to find timely or adequate replacements. We must attract and retain highly qualified personnel, including executive officers, software developers and compliance and risk management staff, to execute our strategy. Competition for this talent is intense and increasing. Many competing companies have greater resources and can offer substantially greater compensation.
Current report
Failure to provide high-quality customer support could damage our reputation and business, or negatively impact our profitability.
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Removed paragraphs (121)
Previous report
our ability to maintain the rates at which our billers and financial institutions pay us and continue to use our platform;
Previous report
actual or perceived privacy or security breaches or incidents;
Previous report
Moreover, our historical growth has placed, and will likely continue to place, a significant strain on our managerial, administrative, operational, financial and other resources. We have grown substantially and intend to further expand our overall business, including headcount, with no assurance that our revenue will continue to grow or grow sufficiently to offset the costs associated with increased headcount. As we grow, we will be required to continue to improve our operational and financial controls and reporting procedures and we may not be able to do so effectively. Furthermore, some members of our management have limited experience managing a large public company, so our management may not be able to effectively manage such growth in a public company environment. In managing our growing operations, we are also subject to the risks of over-hiring and over-compensating our employees and over-expanding our operating infrastructure, particularly during periods of higher than normal inflation. As a result, we may be unable to manage our expenses effectively in the future, which may negatively impact our gross profit or operating expenses.
Previous report
In addition, we believe that an important contributor to our success has been our corporate culture, which we believe fosters innovation, and is rooted in a philosophy of aligning our success with that of billers, financial institutions, partners and consumers. As a result of our growth, a significant portion of our employees have not been with us for a significant period of time. As we continue to grow and develop the infrastructure of a public company, we must effectively integrate, develop and motivate a growing number of new employees, who will be dispersed geographically, with our headquarters in Charlotte, North Carolina and a large employee presence across the United States, Canada and India. Our geographically dispersed and often remote workforce may make it more difficult for our management to manage our growth effectively, preserve our corporate culture and preserve our ability to execute quickly in further developing our platform and implementing new features and tools. Any failure to preserve our culture could also limit our ability to innovate, operate effectively, recruit and retain personnel, perform at current levels or execute on our business strategy effectively and efficiently.
Previous report
To grow our business, we will seek to expand our existing partnerships and establish additional relationships with strategic, software and IPN partners. Establishing such relationships, particularly with financial institutions and other large enterprises, entails extensive sales and marketing efforts with no guarantee of success. Sales and marketing to large organizations involve risks that may not be present, or that are present to a lesser extent, with sales and marketing to other, smaller organizations. We must invest significant time educating and selling to multiple management and technical decision-makers to obtain their support. In addition, we may be required to meet wide-ranging and detailed ancillary requirements. For example, financial institutions and many larger clients generally require us to submit to an exhaustive security audit, given the sensitivity and importance of storing consumer billing and payment data on our platform. Adoption is also frequently subject to budget constraints and unplanned administrative, processing and other delays, including considerable efforts to negotiate and document relationships. Further, platform deployment and integration with partners’ software and other solutions requires significant efforts. If we are unable to increase adoption of our platform by partners and manage the costs associated with marketing our platform to potential partners and integrating with their systems, our business, operating results and financial condition may be adversely affected. In addition, if we are unsuccessful in establishing, growing or maintaining partnerships, our ability to compete could be impaired, and our operating results may suffer. If we lose one or more of our largest partnerships, we could also lose associated biller relationships or payment channels and our business, operating results and financial condition could be harmed.
Previous report
If we are unable to increase our revenue at a rate sufficient to offset expected increases in our costs, or if the investments we make in our business fail to generate the expected benefits, our business, operating results and financial condition will be harmed and we may not be able to maintain profitability over the long term.
Previous report
As we scale our business, we expect to continue to expend substantial financial and other resources on:
Previous report
The increased costs associated with these and other investments we may make in our business may fail to generate the expected benefits. If we are unable to increase our revenue at a rate sufficient to offset the expected increase in our costs, our business, operating results and financial condition will be harmed, and we may not be able to maintain profitability over the long term. In particular, we expect net income and adjusted EBITDA may be adversely impacted as we continue to make investments in our platform and our IPN, incur increased operating costs associated with being a public company, integrate our recent acquisitions and amortize the identifiable intangible assets that we recorded in conjunction with our recent acquisitions.
Previous report
Additionally, we anticipate that our growth rate will decline over time to the extent that the number of billers and financial institutions using our platform increases and we achieve higher market penetration rates. As our growth rate declines, investors’ perception of our business may be adversely affected and the market price of our Class A common stock could decline as a result. To the extent our growth rate slows, our business performance will become increasingly dependent on our ability to retain revenue from existing billers and financial institutions and increase adoption of our platform by existing billers.
Previous report
Our sales efforts to large enterprises involve considerable time and expense with long and unpredictable sales cycles.
Previous report
One of the factors affecting our growth and financial performance is the adoption of our platform by large enterprise billers and large financial institutions over legacy solutions and in-house proprietary technologies or our competitor’s products. As part of our sales efforts, we invest considerable time and expense evaluating the specific organizational needs of potential billers and financial institutions and educating these potential billers and financial institutions about the technical capabilities and value of our platform. Because large enterprises tend to have more consumers impacted by a switch in billing services, they often evaluate our platform at multiple levels within their organization, each of which often have specific requirements, and typically involve their senior management. As a result, our sales efforts to large enterprises involve considerable time and expense with long and unpredictable sales cycles, which may cause our results of operations to fluctuate.
Previous report
We are subject to economic risk and inflationary pressures, the business cycles and credit risk of our billers, financial institutions and partners and their consumers, and the overall level of consumer, business and government spending, which could negatively affect our business, operating results and financial condition.
Previous report
These legacy solution providers and financial institutions may have the operating flexibility to bundle competing solutions with other offerings, and may offer them at a lower price or for no additional cost to billers and financial institutions as part of a larger sale. Legacy solution providers offer solutions for in-person cash payments, check-based mail payments, prior-generation interactive voice response, or IVR, phone-based payments and web-based payments, as well as a variety of point solutions for various payment needs.
Previous report
Our revenue is sensitive to shifts in payment mix.
Previous report
We expect fluctuations in our operating results, which will make it difficult to project future results and may cause the market price of our Class A common stock to decline.
Previous report
our ability to expand our relationships with our partners and identify and attract new partners;
Previous report
the effects of acquisitions and their integration;
Previous report
changes in the competitive dynamics of our markets;
Previous report
awareness of our brand and our reputation in our target markets.
Previous report
We depend on third-party payment processors, sponsor banks and third-party printers to process bill payments made on our platform, and our business, operating results and reputation could be harmed if we experience service interruptions related to these processors.
Previous report
We operate in an emerging and evolving market, which may develop more slowly or differently than we expect. If our market does not grow as we expect, or if we cannot expand our platform to meet the demands of this market, our revenue may decline or fail to grow.
Previous report
Failure to attract and retain additional qualified personnel and any restrictions on the movement of personnel could prevent us from executing our business strategy and growth plans.
Previous report
If we fail to offer high-quality customer support, if we experience complaints regarding our customer support or if our support is more expensive than anticipated, our business and reputation could suffer.
Previous report
If the fees we charge are unacceptable to our billers, financial institutions or their consumers, our business, operating results and financial condition could be harmed.
Previous report
We generate substantially all of our revenue by charging billers and financial institutions fees on a per-transaction basis. As the market for our platform matures, or as new or existing competitors introduce new products or services that compete with ours, we may experience pricing pressure and be unable to renew our agreements with existing billers and financial institutions or attract new billers and financial institutions at fee levels that are consistent with our pricing model and operating budget. In addition, we may not be able to fully adjust our pricing with all of our customers to address inflationary pressures, and our ability to do so typically lags behind the impact of inflation on our clients, the increase in average bill amounts and increased interchange fees. Our pricing strategy for new products we introduce may prove to be unappealing to our billers, financial institutions or consumers, and our competitors could choose to bundle certain products and services competitive with ours and offer them at lower prices. If this were to occur, it is possible that we would have to change our pricing strategies or reduce our prices, which could harm our business, operating results and growth prospects.
Previous report
Many of our agreements with our billers, financial institutions and partners contain service level commitments, including commitments regarding the accuracy of information and data we provide and how quickly we will respond to support inquiries. If we are unable to meet the stated service level commitments or our platform suffers extended periods of unavailability or downtime, we may be contractually obligated to provide these parties with service credits or refunds. In addition, certain billers and financial institutions could shift to using a different solution such that we would no longer be their exclusive payment provider and we could also face contract terminations, either of which would adversely affect our future revenue. Further, any extended service outages could adversely affect our reputation, revenue and operating results.
Previous report
Growing use of artificial intelligence in our business has challenges that, if not properly managed could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations.
Previous report
In addition, the use of AI may increase cybersecurity risks, privacy risks, and operational and technological risks. The technologies underlying AI and their use cases are rapidly developing, and it is not possible to predict all of the legal, operational or technological risks related to the use of AI. Moreover, how AI is used is the subject of evolving review by various U.S. regulatory agencies, including the SEC and the FTC. It is possible that governments may also seek to regulate, limit, or block the use of AI or otherwise impose other restrictions that may hinder the usability or effectiveness of our products and services.
Previous report
Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our biller and financial institution base and achieve broader market acceptance of our products.
Previous report
Our ability to increase our biller and financial institution base and achieve broader market acceptance of our platform will depend to a significant extent on our ability to expand our sales and marketing organizations, and to deploy our sales and marketing resources efficiently. Although we will adjust our sales and marketing spend levels as needed in response to changes in the economic environment, we plan to continue expanding our direct sales team as well as our sales team focused on identifying partnerships. These efforts will require us to invest significant financial and other resources. We may not achieve anticipated revenue growth from expanding our sales team if we are unable to hire, develop, integrate and retain talented and effective sales personnel, if our new and existing sales personnel are unable to achieve desired productivity levels in a reasonable period of time or if our sales and marketing programs are not effective. Our business and operating results will be harmed if our sales and marketing efforts do not generate significant increases in revenue.
Previous report
As part of our long-term strategy, we anticipate expanding our operations internationally by targeting international billers, financial institutions and partners, and further expanding use of our platform internationally among our existing international billers, financial institutions and partners, which will create a variety of operational challenges.
Previous report
identifying and assuming liabilities related to the activities of the acquired business before the acquisition, including liabilities for violations of laws and regulations, intellectual property issues, commercial disputes, taxes and other matters.
Previous report
Because our decision to issue securities in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future issuances of debt or equity securities. As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing the market price of our Class A common stock and diluting their interests.
Previous report
Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our business, financial condition or results of operations.
Previous report
Widespread health issues or pandemics could have a material adverse impact on our employees, billers, financial institutions, partners, consumers and other key stakeholders, which could materially and adversely impact our business, operating results and financial condition.
Previous report
We are subject to many risks associated with widespread health issues, such as the COVID-19 pandemic, which can result in significantly curtailed movement of people (both government-mandated and voluntary), goods and services. Such risks include, but are not limited to (1) extreme societal, economic and financial market volatility, resulting in business shutdowns and a global economic downturn, (2) uncertainty regarding the duration, timing and severity of the impact of such health issues on consumer behavior, (3) operating our business with a remote workforce, which can negatively impact employee productivity, training and collaboration as well as our sales and marketing efforts and our implementation cycles, (4) increased risks of security breaches or incidents due to remote operations and the costs associated with enhancing the security of our platform, data and internal information technology, or IT, infrastructure, and (5) the disruption of the operations of our billers, financial institutions and partners that may impact our operations. Any or all of these and other risks related to widespread health issues could materially and adversely impact our business, operating results and financial condition.
Previous report
Natural catastrophic events and man-made problems such as power disruptions, computer viruses, security breaches and incidents and terrorism may disrupt our business.
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Reworded paragraphs (169)
Previous wording
Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this report, including the section titled "Management’s Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the accompanying notes included elsewhere in this report before making an investment decision. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business operations, results of operations, financial condition or prospects. The trading price of our Class A common stock could decline due to the materialization of any of these risks, and you may lose all or part of your investment. In addition, the risks discussed below include forward-looking statements and our actual results may differ substantially from those discussed in the forward-looking statements. See the section titled "Special Note Regarding Forward-Looking Statements" for a discussion of such statements and their limitations. Our risk factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part.
Current wording
Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this report, including the section titled "Management’s Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the accompanying notes included elsewhere in this report before making an investment decision. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business operations, results of operations, financial condition or prospects. The trading price of our Class A common stock could decline due to the materialization of any of these risks, and you may lose part or all of your investment. In addition, the risks discussed below include forward-looking statements, and our actual results may differ substantially from those discussed in the forward-looking statements. See the section titled "Special Note Regarding Forward-Looking Statements" for a discussion of such statements and their limitations. Our risk factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part.
Previous wording
Our historical growth rate may not be sustainable or indicative of our future growth.
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Our historical growth rate may not be sustainable or indicative of our future growth, and a failure to attract and retain billers and financial institutions could materially harm our business.
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Our historical growth rate, including in payment volumes, may not be sustainable or indicative of our future growth. Even though the number of billers, financial institutions and consumers who use our platform has experienced solid growth in recent years, there can be no assurance that we will be able to attract new billers and financial institutions or retain existing billers and financial institutions or maintain similar growth. Our costs associated with retaining revenue from existing billers and financial institutions are substantially lower than costs associated with attracting and generating revenue from new billers and financial institutions or costs associated with generating increased adoption of our platform by existing billers and financial institutions. Therefore, if we are unable to retain revenue from existing billers and financial institutions, even if related losses are offset by an increase in new billers and financial institutions or increased adoption of our platform by existing billers, our operating results could be adversely impacted. In addition, a failure to maintain our historical, or meet our expected, growth rates in our key performance metrics will likely have an adverse impact on the market price of our Class A common stock.
Current wording
Our historical growth rate, including in payment volumes, may not be sustainable or indicative of our future growth. We cannot guarantee that we will be able to attract new billers, financial institutions and end-users, retain existing ones or maintain similar growth, despite solid growth in recent years.
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Our ability to attract new billers and financial institutions, retain revenue from existing billers and financial institutions or increase adoption of our platform by both new and existing billers is impacted by a number of factors, including:
Current wording
Our ability to attract new billers and financial institutions, retain revenue from existing ones or increase adoption of our platform is impacted by many factors, including:
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our transaction fees and certain of our billers’ ability to pass them on to consumers;
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Our transaction fees and our billers’ ability to pass them on to consumers or willingness to absorb them.
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our ability to execute timely implementations of new billers and financial institutions to meet their expectations;
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Our ability to execute timely implementations of new billers and financial institutions and to meet their expectations.
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competitive factors, including the introduction of competing solutions, discount pricing and other strategies that may be implemented by our competitors;
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Competitive factors, such as competing solutions, discount pricing and other strategies.
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our ability to maintain high-quality customer support for billers, financial institutions and consumers;
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Our ability to provide high-quality customer support for billers, financial institutions and end-users.
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our ability to attract and retain strategic partners, software partners, resellers, referral partners and IPN partners;
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Our ability to attract and retain strategic partners, software partners, resellers, referral partners and instant payment network partners.
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our ability to expand into new industries and market segments;
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Our ability to develop new product offerings or expand into new industries and market segments.
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the frequency and severity of any system outages, technological changes or similar issues;
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The frequency and severity of system outages, technological changes or similar issues.
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our ability to successfully identify and acquire or invest in businesses, products or technologies that we believe could complement or expand our platform;
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Our ability to identify and acquire or invest in complementary businesses, products or technologies.
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our ability to increase awareness of our brand and successfully compete with other companies;
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Our ability to increase brand awareness and successfully compete with other companies.
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our focus on long-term value over short-term results, meaning that we may make strategic decisions that may not maximize our short-term revenue or profitability if we believe that the decisions are consistent with our mission and will improve our financial performance over the long-term.
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Our focus on long-term value, which may lead to strategic decisions that do not maximize short-term revenue or profitability.
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We rely on integration of our end-to-end electronic bill payment solution into third-party software products, which enables us to power such software products’ bill payment capabilities. We also rely on strategic partners, such as U.S. Bank, JPMorgan Chase and a major payroll solutions provider, and industry-expert partners to refer new billers to our platform. Additionally, the IPN is our patented and proprietary network that enables partners, such as PayPal, Walmart, Green Dot, a leading global ecommerce retailer and banks, to embed our end-to-end electronic bill payment solution into their ecosystems through a single point of access. Collectively, our software, strategic and IPN partners drive increased transaction volume and adoption of our platform.
Current wording
We rely on integration of our end-to-end electronic bill payment solution into third-party software products for a portion of our customer base, which enables us to power such software products’ bill payment capabilities. We also rely on strategic partners, such as JPMorgan Chase, U.S. Bank and a major payroll solutions provider, and industry-expert partners across a number of verticals to refer new billers. Additionally, our patented and proprietary IPN enables partners, such as PayPal, Walmart, Green Dot, a leading global ecommerce retailer, and banks, to embed our solution into their ecosystems through a single point of access. These partnerships drive increased transaction volume and platform adoption.
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If we are unsuccessful in establishing, growing or maintaining partnerships, our ability to compete could be impaired, and our operating results may suffer.
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To grow, we must expand existing and establish new strategic offerings, features and functions on our platform and expand our reach and partnerships for our IPN. This is challenging, especially with financial institutions and large enterprises, as it requires extensive and costly sales and marketing efforts with no guaranteed success. If we are unsuccessful in establishing, growing or maintaining partnerships, our ability to compete could be impaired, and our operating results may suffer. Moreover, the loss of one or more of our largest partnerships could result in the loss of associated biller relationships or payment channels, harming our business, operating results and financial condition.
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Our business could be harmed if we fail to manage our infrastructure to support future growth.
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If we cannot manage our infrastructure to support future growth and effectively manage our expanding operations, our business and reputation could be harmed.
Previous wording
The historical growth we have experienced in our business places significant demands on our operational infrastructure. The scalability and flexibility of our platform depends on the functionality of our technology and network infrastructure and its ability to handle increased traffic and demand for bandwidth. The growth in the number of billers, financial institutions and partners using our platform and the number of bills processed through our platform has increased the amount of data that we process. Any problems with the transmission of increased data and bills could result in harm to our brand or reputation. Moreover, as our business grows, we will need to devote additional resources to improving our operational infrastructure and continuing to enhance its scalability in order to maintain the performance of our platform, including customer support, risk and compliance operations and professional services. Any failure of or delay in these efforts could result in service interruptions, impaired system performance and reduced biller, financial institution, partner and consumer satisfaction and retention. If sustained or repeated, these performance issues could reduce the attractiveness of our platform to billers, financial institutions and partners and could result in lost biller, financial institution and partner opportunities, higher attrition rates and service level penalties, any of which could hurt our revenue growth, biller, financial institution and partner loyalty and our reputation. Even if our efforts to scale our business are successful, they will be expensive and complex, and require the dedication of significant management time and attention. We could also face inefficiencies or service disruptions as a result of our efforts to scale our internal infrastructure. We cannot be sure that the expansion and improvements to our internal infrastructure will be effectively implemented on a timely basis, if at all, and such failures could adversely affect our business, operating results and financial condition.
Current wording
The growth we have experienced places significant demands on our operational infrastructure. The scalability and flexibility of our platform depend on the functionality of our technology and network infrastructure to handle increased traffic and demand for bandwidth. Increased data processing due to the growth in users and bills processed poses risks, as any problems with data or bill transmission could harm our brand or reputation.
Previous wording
sales and marketing, including an expansion of our sales organization and new initiatives in order to drive further expansion of our IPN and partner ecosystem;
Current wording
Sales and marketing, including expansion of our sales team and initiatives to drive expansion of our IPN and partner ecosystem.
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expansion into new channels, verticals and international markets; and
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Expansion into new channels, verticals and international markets.
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general administration, including increased legal and accounting expenses associated with being a public company.
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General administration, including increased legal and accounting expenses as a public company.
Previous wording
Large enterprise billers and large financial institutions also make product purchasing and adoption decisions based in part or entirely on factors, or perceived factors, not directly related to the features of platforms, including, among others, a biller’s projections of business growth, uncertainty about economic conditions, capital budgets, anticipated cost savings from the implementation of our platform, potential preference for such biller’s or financial institutions’ internally-developed software and billing solutions, perceptions about our business and platform, more favorable terms offered by potential competitors and previous technology investments. In addition, certain decision-makers and other stakeholders within potential billers and financial institutions tend to have vested interests in the continued use of internally developed solutions or other existing electronic payment and billing solutions, which may make it more difficult for us to sell our products. As a result of these and other factors, our sales efforts to large enterprises typically require an extensive effort throughout the organization and a significant investment of human resources, expense and time, including by our senior management, and there can be no assurances that we will be successful in making a sale. If our sales efforts to a potential biller or financial institution do not result in sufficient revenue to justify our investments, our business, operating results and financial condition could be adversely affected.
Current wording
Overall, selling to large enterprises requires extensive effort and a significant investment of human resources, expense and time, including from our senior management, with no guarantee of success. If sales efforts do not yield sufficient revenue to justify our investments, our business, operating results and financial condition could be adversely affected.
Previous wording
The electronic bill presentment and payment services industry depends heavily on the overall level of consumer, business and government spending. We are exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income and changes in consumer purchasing habits. A sustained deterioration in general economic conditions in the markets in which we operate or increases in interest rates may adversely affect our financial performance by reducing the number or average payment amount of transactions made using electronic bill payments on our platform. Relatedly, a reduction in the amount of consumer spending could result in a decrease in our revenue and profit. If our billers present fewer bills to consumers using electronic billing or consumers making electronic bill payments spend less per transaction, we will have fewer transactions to process or lower transaction amounts, each of which would contribute to lower revenue. These developments could have a material adverse impact on our business, operating results and financial condition.
Current wording
Although a significant amount of our business relates to non-discretionary payments, the electronic bill presentment and payment services industry is heavily dependent on the overall level of consumer, business and government spending. We are exposed to general economic conditions that can affect consumer confidence, spending, discretionary income and purchasing habits. A sustained deterioration in economic conditions, a prolonged government shutdown or increases in interest rates may reduce the number or average amount of electronic bill payments on our platform, decreasing our revenue and profit. If billers present fewer electronic bills to consumers, or consumers spend less per transaction, we will process fewer or lower-value transactions, resulting in lower revenue and potentially material adverse impacts on our business, operating results and financial condition.
Previous wording
The United States economy experienced a period of prolonged economic uncertainty and inflationary conditions in 2022 and into 2023, with some moderation in 2024. These effects were particularly acute in the utility sector and negatively impacted our financial performance during this period. Although inflationary pressures eased to some extent in 2023 and remained relatively stable in 2024, economic uncertainty regarding inflationary conditions remains high and could adversely affect our 2025 performance. The introduction of new tariffs or trade disputes with other countries may exacerbate this risk. As a result of these conditions or in the event that worsen, some of our clients may defer anticipated implementations or reevaluate the development of technology resources, which could delay expected revenue recognition. Furthermore, inflationary pressures led to higher average bills, particularly in the utility sector, and increased interchange fees. We may not be able to adjust our pricing to fully address these pressures, and our ability to do so typically lags behind the impact of inflation on our clients, the rise in average bill amounts, and the increased interchange fees. Additionally, we may face challenges in prudently managing our expenses, as ongoing wage pressures due to inflation are placing short-term pressure on our EBITDA margins. Continued economic uncertainty and inflationary conditions could have a material adverse impact on our business, operating results, and financial condition.
Current wording
In addition, these economic conditions, or a worsening thereof, could cause clients to defer anticipated implementations or reevaluate development of technology resources, which may delay expected revenue recognition. Inflationary pressures also lead to higher average bills, especially in the utility sector, and increased interchange fees. We may be unable to fully adjust our pricing to address these pressures, and our adjustments typically lag behind the impact of inflation on clients, rising bill amounts and increased interchange fees. Additionally, ongoing wage pressures due to inflation are placing short-term pressure on our margins, posing challenges for expense management. Continued economic uncertainty and inflationary conditions could have a material adverse impact on our business, operating results and financial condition.
Previous wording
Further, a downturn in the economy could force our billers, financial institutions or partners or their consumers to close or declare bankruptcy, resulting in lower revenue and earnings for us and greater exposure to potential credit losses and future transaction declines. For more information, please see the risks under “—Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by customers, financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations” below. We also have a certain amount of fixed and other costs, including rent and salaries, which could limit our ability to quickly adjust costs and respond to changes in our business and the economy. Changes in economic conditions could also adversely affect our future revenue and profit and cause a materially adverse effect on our business, operating results and financial condition.
Current wording
An economic downturn could force our billers, financial institutions, partners or their consumers to close or declare bankruptcy, resulting in lower revenue and earnings, and greater exposure to potential credit losses and transaction declines. We also have fixed and other costs, such as rent and salaries, that limit our ability to quickly adjust and respond to business and economic changes. Changes in economic conditions could have a materially adverse effect on our future revenue, profit, operating results and financial condition.
Previous wording
The markets in which we participate are competitive, and if we do not compete effectively, our business, operating results and financial condition could be harmed.
Current wording
The market in which we operate is competitive, and if we cannot compete effectively, our business, operating results and financial condition could be harmed.
Previous wording
The market for electronic bill presentment and payment services is fragmented, competitive and constantly evolving. Our primary competitors are legacy solution providers and financial institutions with internally developed solutions for bill presentment and payment services. With the introduction of new technologies and market entrants, we expect that the competitive environment will remain intense. Legacy solution providers, new market entrant solution providers and financial institutions may internally develop products, acquire existing, third-party products or enter into partnerships or other strategic relationships that would enable them to expand their product offerings to compete with our platform, provide more comprehensive offerings than they individually had offered or achieve greater economies of scale than us.
Current wording
The electronic bill presentment and payment services market is fragmented, competitive and constantly evolving. Our primary competitors are legacy solution providers and financial institutions with internal solutions, as well as a number of other electronic bill payment companies offering similar services. With the introduction of new technologies and market entrants, we anticipate intense competition.
Previous wording
In addition, new entrants not currently considered to be competitors may enter the market through acquisitions, partnerships, or strategic relationships. New market entrants include a variety of payment processing vendors, particularly those focused on online and mobile payments, as well as mobile wallets and other offerings. Many of these new entrants are also potential partners of ours. As we look to market and sell our platform to potential billers, financial institutions or strategic partners with existing solutions, we must demonstrate to their internal stakeholders that our platform is superior to their current solutions. Furthermore, some lower margin industries are more sensitive to pricing and may select a lower cost provider over our more advanced solutions.
Current wording
When selling to billers, financial institutions or strategic partners with existing solutions, we must demonstrate to their internal stakeholders our platform’s superiority. Furthermore, potential clients in some lower-margin industries are price-sensitive and may choose a lower-cost provider over our more advanced solutions.
Previous wording
data asset size and ability to leverage artificial intelligence, or AI, to grow faster and smarter;
Current wording
Data asset size and ability to leverage artificial intelligence to grow faster and smarter.
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pricing, total cost of ownership and return on investment; and
Current wording
Pricing, total cost of ownership and return on investment.
Previous wording
Our competitors vary in size, breadth, and scope of the products and services offered. Many of our current and potential competitors have greater name recognition, longer operating histories, more established biller and consumer relationships, larger marketing budgets and greater resources than us. Our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards and requirements.
Current wording
Many competitors have greater name recognition, longer operating histories, more established relationships, larger marketing budgets and greater resources. They may respond more quickly and effectively to new or changing opportunities, technologies, standards and requirements. For these reasons, we may be unable to compete successfully or maintain market acceptance for our platform, which would harm our business, operating results and financial condition.
Previous wording
Our growth makes it difficult for us to forecast our future operating results. Our operating results have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control. As a result, our past results may not be indicative of our future performance.
Current wording
Our growth makes forecasting our future operating results difficult. Our operating results have fluctuated historically and are expected to fluctuate in the future due to many factors largely outside our control. Thus, past results are not indicative of future performance.
Previous wording
In addition to the other risks described herein, factors that may affect our operating results include the following:
Current wording
Factors that may affect our operating results include:
Previous wording
our ability to attract new billers and financial institutions and retain and increase adoption by our existing billers;
Current wording
Our ability to attract new billers and financial institutions and retain and increase adoption by existing ones.
Previous wording
changes in payment method preferences and channels by consumers, which may affect our revenue and gross margin, particularly as a result of interchange fees;
Current wording
Changes in payment method preferences and channels by consumers, affecting revenue and gross margin, particularly due to interchange fees.
Previous wording
variations across the industries of our billers, which may affect payment methods used by consumers and average payment amounts and, in turn, our revenue and gross margin, particularly as a result of interchange fees;
Current wording
Variations across biller industries, affecting payment methods and average payment amounts, and thus revenue and gross margin, particularly due to interchange fees.
Previous wording
changes in biller and financial institution preference for cloud-based services as a result of security breaches and incidents in the industry or privacy concerns, or other security or reliability concerns regarding our products;
Current wording
Changes in biller and financial institution preference for cloud-based services due to industry security breaches and incidents, privacy concerns or security or reliability concerns regarding our products.
Previous wording
fluctuations or delays in purchasing decisions in anticipation of new products or product enhancements by us or our competitors;
Current wording
Fluctuations or delays in purchasing decisions in anticipation of new products or enhancements by us or competitors.
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The effectiveness of our marketing programs.
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The costs of our platform and the ability of billers to pass on transaction costs to consumers.
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Our business success depends on our ability to adapt and respond effectively and on a timely basis. If we fail to enhance our platform, add new payment methods or develop and integrate new products that keep pace with technological and regulatory change, our business, operating results and financial condition could be adversely affected. Additionally, modifying our platform to meet these needs also increases research and development expenses. Any of these issues could reduce demand, lead to dissatisfaction and adversely affect our business.
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Although we assess our banking and customer relationships as we believe necessary or appropriate, our access to funding and credit arrangements could be significantly impaired by factors affecting us, the financial services industry or the general economy. These factors include actual or perceived events including liquidity constraints or failures, such as the market-wide liquidity problems following the 2023 failures of Silicon Valley Bank, Signature Bank and Silvergate Capital Corp., as well as the inability to perform obligations under settlement or credit agreements, disruptions in the financial services industry or markets, or negative expectations about the prospects for companies in the financial services industry.
Current report — wording carried from elsewhere
As we expand into new products and solutions offerings, or into new jurisdictions, and our business continues to develop, we may become subject to additional laws, such as those governing lending or loan brokering or money transmission. We may not always be able to accurately predict the scope or applicability of certain laws, rules, regulations, licensing schemes or standards to our business, particularly as we expand into new areas of operations, which could have a significant negative effect on our existing business and our ability to pursue future plans.
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Significantly restrict our or their ability to use our platform's communication capabilities.
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Result in significant financial penalties, litigation (including class action), consent decrees, injunctions, adverse publicity and other negative consequences.
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Material misstatements in our financial statements.
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If we cannot provide reliable financial reports, our business and results could be harmed, and investors could lose confidence in our reported financial information.
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Regulatory investigations, enforcement actions and litigation.
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Significant expense in investigating, remediating and responding to disruptions.
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Our insurance policies may not adequately compensate us for losses. Third-party providers' failure to timely notify us of security breaches or data disclosures may cause us to incur significant costs.
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Harm our reputation and result in reduced sales or loss of market acceptance of our solutions.
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Cause clients to terminate or fail to renew contracts, delay or withhold payment or assert claims.
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Result in liability, lost business, increased insurance costs, difficulty collecting accounts receivable, costly litigation or regulatory actions.
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Our software incorporates open-source code, and defects or security vulnerabilities in this code could increase cybersecurity risk and adversely affect our business. We rely on third-party technology and software that may also contain undetected errors or defects. Software defects and errors or delays in electronic bill presentment or payment processing facilitation could result in additional development costs, diversion of resources, loss of credibility, harm to reputation and exposure to liability claims.
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Purchase a costly license or cease offering the implicated products or services.
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Re-engineer our platform, which is costly and time-consuming.
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Pay substantial amounts to satisfy judgments or settlements.
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Pay substantial royalty or licensing fees.
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Although we carry insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed.
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If sensitive or personal data is unavailable, lost or improperly disclosed, we could incur significant costs for:
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Regulatory scrutiny, investigations, proceedings and penalties.
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Liability and financial loss in the form of lost business, increased insurance costs, litigation or adverse publicity.
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Expose us to legal risk, potential liability resulting from governmental or regulatory investigations, class action litigation or indemnity obligations, and financial penalties.
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Factors that could cause fluctuations in the market price include:
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Any action asserting a claim of breach of a fiduciary duty owed by any of our directors, stockholders, officers or other employees.
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Any action arising under the DGCL, our certificate of incorporation or our bylaws.
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Any other action asserting a claim governed by the internal affairs doctrine.
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This provision does not apply to any action to enforce a duty or liability created by the Exchange Act.
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For these reasons, we may not be able to compete successfully or continue to achieve or maintain market acceptance for our platform, any of which would harm our business, operating results and financial condition.
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restrict our operations, product features, quality and breadth and depth of functionality; and
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Furthermore, up to 1,193,880 shares of Class A common stock may be issuable pursuant to warrant agreements with JPMC Strategic Investments I Corporation. These shares will become eligible for sale in the public market to the extent permitted by the vesting terms of the warrant, and Rule 144.
Previous report — wording carried elsewhere
In addition, certain state laws may discourage, delay or prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous.