Spok Holdings, Inc

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements and information relating to Spok Holdings, Inc. and its subsidiaries ("Spok" or the "Company") that set forth anticipated results based on management’s current plans, known trends and assumptions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "anticipate," "believe," "estimate," "expect," "intend," "will," "target," "forecast" and similar expressions, as they relate to Spok, are forward-looking statements.

Although these statements are based upon current plans, known trends and assumptions that management considers reasonable, they are subject to certain risks, uncertainties and assumptions, including, but not limited to, the following:

•Our ability to manage wireless network rationalization to lower our costs without causing disruption of service to our customers;

•Our ability to retain key management personnel and to attract and retain talent within the organization;

•The productivity of our sales organization and our ability to deliver effective customer support;

•Our ability to identify potential acquisitions, finance, consummate and successfully integrate such acquisitions, and achieve the expected benefits of such acquisitions;

•Economic conditions, such as recessionary economic cycles, the impact of trade disputes, tariffs and other trade protection measures, higher interest rates, inflation and higher levels of unemployment;

•Risks related to our overall business strategy, including maximizing revenue and cash generation from our established businesses and returning capital to stockholders through dividends and repurchases of shares of our common stock;

•Competition for our services and products from new technologies or those offered and/or developed from firms that are substantially larger and have much greater financial and human capital resources;

•Continuing decline in the number of paging units we have in service with customers, commensurate with a continuing decline in our wireless revenue;

•Our ability to address changing market conditions with new or revised software solutions;

•Undetected defects, bugs, or security vulnerabilities in our products;

•Our dependence on the United States healthcare industry;

•Long sales cycle of our software solutions and services;

•Our reliance on third-party vendors to supply us with wireless paging equipment;

•Our ability to maintain successful relationships with our channel partners;

•Our ability to protect our rights in intellectual property that we own and develop and the potential for material litigation claiming intellectual property infringement by us;

•Our use of open source software, third-party software and other intellectual property;

•Our reliance on data centers and other computer systems, hardware, software and satellite networks and telecommunications systems infrastructure (collectively, "IT Systems") and technologies provided by third parties, and technology systems and electronic networks supplied and managed by third parties;

•Cyberattacks, data breaches, system disruptions or other compromises to our or our critical third parties’ IT Systems, data, products or services;

•Our ability to realize the benefits associated with our deferred income tax assets;

•Future impairments of our long-lived assets or goodwill;

•Risks related to data privacy and protection-related laws and regulation;

•Our ability to manage changes related to regulation, including laws and regulations affecting hospitals and the healthcare industry generally; and

•Those matters that are discussed in this Annual Report under "Item 1A. Risk Factors."

Should known or unknown risks or uncertainties materialize, known trends change, or underlying assumptions prove inaccurate, actual results or outcomes may differ materially from past results and those described herein as anticipated, believed, estimated, expected, intended, targeted or forecasted. Investors are cautioned not to place undue reliance on these forward-looking statements.

The Company undertakes no obligation to revise or update forward-looking statements, except as required by law. Investors are advised to consult all further disclosures the Company makes in its subsequent quarterly reports on Form 10-Q and current reports on Form 8-K that it will file with the United States Securities and Exchange Commission ("SEC"). Also note that, in the risk factors section, the Company provides a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to its business. These are factors that, individually or in the aggregate, could cause the Company’s actual results to differ materially from past results as well as those results that may be anticipated, believed, estimated, expected, intended, targeted or forecasted. It is not possible to predict or identify all such risk factors. Consequently, investors should not consider the risk factor discussion to be a complete discussion of all of the potential risks or uncertainties that could affect Spok’s business, results of operations or financial condition, subsequent to the filing of this Annual Report.

PART I