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Doximity, Inc.

For the period ended Mar 31, 2026. Filed May 19, 2026.

View on SEC.gov

About 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.

FY2026 · Filed May 19, 2026

DOCS$32.87+1.1%Stored close · as of Nov 9, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2025-03-31; filed 2025-05-20.

0001516513-25-000056

Item 1A. Risk Factors

Current report: 10-K

Period ended 2026-03-31; filed 2026-05-19.

0001516513-26-000025

Item 1A. Risk Factors

The 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 267 previous paragraphs and 281 current paragraphs.

247 unchanged; 20 reworded; 12 added; 0 removed; 0 previous and 2 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 (12)

Current report

•Our development, deployment, and use of artificial intelligence (AI) may not achieve the expected benefits and may create operational, reputational, competitive, regulatory, legal, and liability risks.

Current report

Our investments in AI may not achieve the expected benefits and may expose us to additional risks.

Current report

In addition, laws, regulations, enforcement priorities and industry standards relating to AI, automated decision-making, privacy, data security, transparency and consumer protection are evolving and could increase our compliance costs or require changes to our products, services or business practices.

Current report

Our development, deployment, and use of artificial intelligence may not achieve the expected benefits and may create operational, reputational, competitive, regulatory, legal, and liability risks.

Current report

We use artificial intelligence, machine learning, generative AI, and other AI-enabled technologies as part of operating our business, and we incorporate AI-enabled features and applications into certain of our offerings, including our Workflow Solutions. We have invested, and expect to continue to invest, in expanding AI capabilities intended to improve physician productivity, support clinical reference, documentation, administrative, patient communication, and other healthcare workflows, enhance content generation and delivery, improve data analysis, and increase the efficiency of our internal operations. AI technologies can be complex and are rapidly evolving, and while we believe that AI-enabled features may help support the future growth of our business, there is no guarantee that such features or investments will ultimately be successful. Our AI-enabled offerings may not perform as expected, may not be adopted by members or customers, may be more costly to develop, operate, or support than anticipated, or may fail to improve our competitive position. Our competitors and other third parties, including larger technology companies, healthcare technology companies, and emerging AI-focused companies, may incorporate AI into their products or operations more quickly or more successfully than us, which could impair our ability to compete effectively.

Current report

AI-enabled tools and features may produce outputs, recommendations, summaries, classifications, drafts, documentation, clinical reference responses, analyses, workflow-related content, or other materials that are inaccurate, incomplete, biased, offensive, misleading, or otherwise deficient. AI systems may also produce “hallucinations,” reflect errors or bias in training, input, or customer data, or behave unpredictably in response to incomplete, ambiguous, or adversarial prompts. Because our members and customers operate in the healthcare industry, errors or perceived errors in AI-enabled outputs may be particularly sensitive and could result in reduced trust in our offerings, member or customer dissatisfaction, reputational harm, contractual disputes, regulatory scrutiny, litigation, or other liability. If our AI-enabled features are perceived as unreliable, unsafe, insufficiently transparent, or inconsistent with member or customer expectations, our reputation, business, financial condition, and results of operations could be adversely affected.

Current report

The development, deployment, and use of AI present various intellectual property, privacy, cybersecurity, confidentiality, data governance, contractual, and regulatory risks. Significant investment in the development, implementation, and maintenance of AI-enabled tools, datasets, models, safeguards, policies, procedures, and governance may be costly and may not adequately prevent errors, misuse, or other harm. AI-enabled tools may generate code, text, content, analyses, recommendations, documentation, or other materials that are alleged to infringe, misappropriate, or otherwise violate third-party intellectual property, privacy, publicity, contractual, or other rights. Employees, contractors, vendors, customers, members, or other third parties may use our AI-enabled features or other AI tools in ways that are inconsistent with our policies, contractual obligations, or applicable law, including by entering confidential, proprietary, personal, protected health, or other regulated information into third-party AI tools. Our AI-enabled tools and workflows may also be susceptible to emerging AI-related attack techniques, including prompt injection, data poisoning, model manipulation, malicious inputs, insecure model behavior, unauthorized access to model outputs or training data, and other threats. Any such issues could result in data leakage, loss of intellectual property or trade secret protection, privacy violations, security incidents, contractual breaches, regulatory scrutiny, litigation, indemnity obligations, or reputational harm.

Current report

Any integration of third-party AI models, platforms, vendors, datasets, or infrastructure with our offerings or internal operations relies on safeguards implemented by those third parties, including safeguards related to model performance, availability, privacy, data use, security, intellectual property, confidentiality, accuracy, bias mitigation, regulatory compliance, and other matters, and these safeguards may be insufficient. Third-party AI providers may also change their models, terms, pricing, availability, data-use practices, privacy and security commitments, intellectual property positions, or compliance posture in ways that adversely affect our products, operations, costs, or ability to meet our contractual or regulatory obligations. Interruptions, errors, degradation, security incidents, or changes involving third-party AI technologies could impair our products or internal operations and could adversely affect our business.

Current report

Existing laws and regulations may be interpreted, and new laws, regulations, enforcement priorities, industry standards, or judicial interpretations regarding AI may be adopted or applied, in ways that could negatively affect the way we use AI in our business and offerings. The legal and regulatory framework governing AI in the United States is evolving rapidly and remains uncertain, including with respect to AI-related disclosures, consumer protection, privacy, cybersecurity, automated decision-making, employment, discrimination, intellectual property, healthcare, and unfair or deceptive practices. These developments may require us to modify our products, disclosures, governance, risk-management processes, vendor oversight, data practices, contractual commitments, or business practices, and may increase our compliance costs or limit our ability to develop, deploy, or commercialize AI-enabled functionality.

Current report

If the content, analyses, recommendations, documentation, clinical reference responses, or other outputs arising from our AI-enabled offerings are, or are alleged to be, inaccurate, deficient, offensive, biased, misleading, or otherwise harmful, or if they have a perceived or actual negative impact on privacy, healthcare, employment, or other social contexts, we may experience brand and reputational harm, competitive harm, legal liability, or regulatory scrutiny. We may also face claims, regulatory scrutiny, litigation, or reputational harm if statements we make about our AI capabilities, AI governance, data practices, or the benefits of AI-enabled features are alleged to be inaccurate, exaggerated, misleading, or inadequately substantiated. Any failure, or perceived failure, to develop, deploy, govern, or disclose our use of AI responsibly could harm our reputation, reduce member or customer trust, impair adoption of our products, result in legal or regulatory proceedings, or adversely affect our business, financial condition, and results of operations.

Current report

We continue to monitor industry-wide developments that may affect the spending patterns of our pharmaceutical and other healthcare customers. In particular, during fiscal 2026, uncertainty surrounding federal policy initiatives, including Most Favored Nation pricing negotiations between certain pharmaceutical companies and the federal government, contributed to short-term budget caution among certain pharmaceutical customers and affected the timing of bookings in our Marketing Solutions business. Although these developments did not materially affect our liquidity or results of operations for the year ended March 31, 2026, similar policy developments, pricing pressures, reimbursement changes, regulatory initiatives, or other industry-wide uncertainty could cause pharmaceutical companies and other healthcare customers to delay, reduce, or reallocate marketing, advertising, hiring, or other spending with us.

Current report

The impact of these uncertainties on our results will depend on, among other things, the duration and scope of policy developments, customer-specific budget decisions, the timing of customer campaign commitments, and the extent to which customers shift spending across channels or periods. If these developments result in lower customer budgets, longer sales cycles, pricing changes, or delayed campaign launches, our revenue growth, operating results, and visibility into future periods could be adversely affected. We are not currently able to quantify the potential impact of these uncertainties on future periods, and any such impact may vary by customer, product area, and reporting period.
Reworded paragraphs (20)

Previous wording

We may become subject to litigation, which could have a material adverse effect on our business, financial condition, and results of operations.

Current wording

•We may become, and are subject to, litigation, which could have a material adverse effect on our business, financial condition, and results of operations.

Previous wording

We rely on evolving technologies, including network and mobile infrastructure, as well as our own capabilities, to maintain and scale our business and maintain competitiveness. Any significant interruptions or delays in service in our products, on our apps or websites or any undetected errors or design faults could adversely affect our business, financial condition, and results of operations.

Current wording

•We rely on evolving technologies, including AI, network and mobile infrastructure, as well as our own capabilities, to maintain and scale our business and maintain competitiveness. Any significant interruptions or delays in service in our products, on our apps or websites or any undetected errors or design faults could adversely affect our business, financial condition, and results of operations.

Previous wording

Since launching our platform in fiscal 2012, we have experienced rapid growth and we continue to rapidly and significantly expand our operations. While we have experienced significant revenue growth in prior periods, it is not indicative of our future revenue growth. Our revenue growth rate has not been consistent, and we expect our revenue growth rate may decline. For example, in fiscal 2025 and 2024, our revenue grew by 20% and 13%, respectively, as compared to the prior years. Additionally, our full-time equivalent headcount increased from 827 as of March 31, 2024 to 830 as of March 31, 2025. Growth in our business increases the complexity of our operations and places significant strain on our management, personnel, systems, technical performance, financial resources, and internal financial control and reporting functions. We may not be able to manage growth effectively, which could damage our reputation, limit our growth, and negatively affect our operating results.

Current wording

Since launching our platform in fiscal 2012, we have experienced rapid growth and we continue to rapidly and significantly expand our operations. While we have experienced significant revenue growth in prior periods, it is not indicative of our future revenue growth. Our revenue growth rate has not been consistent, and we expect our revenue growth rate may decline. For example, in fiscal 2026 and 2025, our revenue grew by 13% and 20%, respectively, as compared to the prior years. Additionally, our full-time equivalent headcount increased from 830 as of March 31, 2025 to 880 as of March 31, 2026. Growth in our business increases the complexity of our operations and places significant strain on our management, personnel, systems, technical performance, financial resources, and internal financial control and reporting functions. We may not be able to manage growth effectively, which could damage our reputation, limit our growth, and negatively affect our operating results.

Previous wording

The growth and expansion of our business creates significant challenges for our management, operational, and financial resources. In the event of continued growth of our operations or in the number of our third-party relationships, our information technology systems and our internal controls and procedures may not be adequate to support our operations. To effectively manage our growth, we must continue to improve our operational, financial, and management processes and systems and to effectively expand, train, and manage our employee base. As our organization continues to grow and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new and innovative solutions. This could negatively affect our business performance.

Current wording

The growth and expansion of our business including the growth of artificial intelligence “AI” offerings creates significant challenges for our management, operational, and financial resources. In the event of continued growth of our operations or in the number of our third-party relationships, our information technology systems and our internal controls and procedures may not be adequate to support our operations. To effectively manage our growth, we must continue to improve our operational, financial, and management processes and systems and to effectively expand, train, and manage our employee base. As our organization continues to grow and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new and innovative solutions. This could negatively affect our business performance.

Previous wording

•successfully compete with other companies that are currently in, or may in the future enter, the online professional network space, telehealth, or other productivity tools;

Current wording

•successfully compete with other companies that are currently in, or may in the future enter, the online professional network space, telehealth, or other healthcare AI productivity tools;

Previous wording

While for the fiscal years ended March 31, 2025, 2024 and 2023, no customer accounted for 10% or more of total revenue, our revenue is relatively concentrated within a small number of key customers. In addition, some of our customers purchase our services indirectly through marketing agencies, some of whom represent a number of customers. The sudden loss of any of our largest customers or the renegotiation of any of our largest customer contracts, either directly or through marketing agencies, could have a significant impact on our revenue, the growth rate of our revenue, our reputation, and our ability to obtain new customers.

Current wording

While one customer accounted for 10% or more of total revenue for the fiscal year ended March 31, 2026 and no customer met this threshold for the fiscal years ended March 31, 2025 and 2024, our revenue is relatively concentrated within a small number of key customers. In addition, some of our customers purchase our services indirectly through marketing agencies, some of whom represent a number of customers. The sudden loss of any of our largest customers or the renegotiation of any of our largest customer contracts, either directly or through marketing agencies, could have a significant impact on our revenue, the growth rate of our revenue, our reputation, and our ability to obtain new customers.

Previous wording

We face significant competition across different aspects of our business, and we expect such competition to increase. Our industry and the markets we serve are evolving rapidly and becoming increasingly competitive. Larger and more established companies may focus on our markets and could directly compete with us. Smaller companies could also launch new products and services that compete with us and that could gain market acceptance quickly. We also expect our existing competitors in the markets for Marketing and Hiring Solutions to continue to focus on these areas. A number of these companies may have greater financial, technological, and other resources than we do and greater name recognition and more established distribution networks and relationships with healthcare providers than us, which may enable them to compete more effectively. Specifically, we compete for medical professionals as members against large technology companies that have developed online networking and collaboration tools like LinkedIn, Facebook, Google, and X, in addition to smaller, emerging companies.

Current wording

We face significant competition across different aspects of our business, and we expect such competition to increase. Our industry and the markets we serve are evolving rapidly and becoming increasingly competitive. Larger and more established companies may focus on our markets and could directly compete with us. Smaller companies could also launch new products and services that compete with us and that could gain market acceptance quickly. We also expect our existing competitors in the markets for Marketing and Hiring Solutions to continue to focus on these areas. A number of these companies may have greater financial, technological, and other resources than we do and greater name recognition and more established distribution networks and relationships with healthcare providers than us, which may enable them to compete more effectively. Specifically, we compete for medical professionals as members against large technology companies that have developed online networking and collaboration tools like LinkedIn, Facebook, Google, and X, in addition to smaller, emerging companies including various healthcare AI platforms.

Previous wording

We also compete to access marketing, hiring, and information technology budgets of pharmaceutical and health system companies as customers for our Marketing, Hiring, and Workflow Solutions. We compete for customers for our Marketing Solutions with online outlets such as health-related websites and mobile apps, like WebMD’s Medscape, as well as offline organizations that provide marketing and advertising services that enable pharmaceutical manufacturers and health systems to educate medical professionals. We compete for customers for our Hiring Solutions with large and regional staffing companies, job boards, self-service recruiting tools, and medical recruiting firms. We compete for customers for our Workflow Solutions with other providers of various solutions that aim to improve the productivity of the information technology services inside of health systems. This includes providers of communication solutions, such as Zoom Video Communications and Microsoft Teams, and dedicated telehealth services, such as American Well and Teladoc Health. We also compete with providers of scheduling solutions such as QGenda and a number of emerging AI solutions focusing on health care. We also compete for members, customers, and professional organizations in the market for online professional networks which continues to rapidly evolve. Our competitors may announce new products, services, or enhancements that better address changing industry standards or the needs of members and customers, such as mobile access. Any such increased competition could cause pricing pressure, loss of market share, or decreased member engagement, any of which could adversely affect our business and operating results.

Current wording

We also compete to access marketing, hiring, and information technology budgets of pharmaceutical and health system companies as customers for our Marketing, Hiring, and Workflow Solutions. We compete for customers for our Marketing Solutions with online outlets such as health-related websites and mobile apps, like WebMD’s Medscape, and newer companies like OpenEvidence, as well as offline organizations that provide marketing and advertising services that enable pharmaceutical manufacturers and health systems to educate medical professionals. We compete for customers for our Hiring Solutions with large and regional staffing companies, job boards, self-service recruiting tools, and medical recruiting firms. We compete for customers for our Workflow Solutions with other providers of various solutions that aim to improve the productivity of the information technology services inside of health systems. This includes providers of communication solutions, such as Zoom Video Communications and Microsoft Teams, and dedicated telehealth services, such as American Well and Teladoc Health. We also compete with providers of scheduling solutions such as QGenda and a number of emerging AI solutions focusing on health care, including Abridge, OpenAI and Anthropic. We also compete for members, customers, and professional organizations in the market for online professional networks which continues to rapidly evolve. Our competitors may announce new products, services, or enhancements that better address changing industry standards or the needs of members and customers, such as mobile access. Any such increased competition could cause pricing pressure, loss of market share, or decreased member engagement, any of which could adversely affect our business and operating results.

Previous wording

The product offerings in our Workflow Solutions category include telehealth, on-call scheduling, and AI-based tools. Each of these areas are relatively new and unproven, and it is uncertain whether these offerings will achieve and sustain high levels of demand, consumer acceptance, and market adoption. The success of our Workflow Solutions will depend to a substantial extent on the willingness of our members to use, and to increase the frequency and extent of their utilization of, our network, as well as on our ability to demonstrate the value of these offerings to employers, health plans, government agencies, and other purchasers of healthcare for beneficiaries. If any of these events do not occur or do not occur quickly, it could have a material adverse effect on our business, financial condition, and results of operations.

Current wording

The product offerings in our Workflow Solutions category include telehealth, on-call scheduling, and AI-based tools, such as Ask and Scribe. Each of these areas are relatively new and unproven, and it is uncertain whether these offerings will achieve and sustain high levels of demand, consumer acceptance, and market adoption. The success of our Workflow Solutions will depend to a substantial extent on the willingness of our members to use, and to increase the frequency and extent of their utilization of, our network, as well as on our ability to demonstrate the value of these offerings to employers, health plans, government agencies, and other purchasers of healthcare for beneficiaries. If any of these events do not occur or do not occur quickly, it could have a material adverse effect on our business, financial condition, and results of operations.

Previous wording

The preparation of financial statements in conformity with GAAP and our key metrics require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes and amounts reported in our key metrics. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates”. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, the fair values of acquired intangible assets and goodwill, the useful lives of long-lived assets, fair value of contingent earn-out consideration, and deferred income taxes. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.

Current wording

The preparation of financial statements in conformity with GAAP and our key metrics require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes and amounts reported in our key metrics. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates”. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, the fair values of acquired intangible assets and goodwill, the useful lives of long-lived assets, and deferred income taxes. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.

Previous wording

As of March 31, 2025, we accumulated $4.2 million of state net operating loss carryforwards, or NOLs, to reduce future taxable income, portions of which will begin to expire in 2042. Under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs and other tax attributes, including R&D tax credits, to offset its post-change income or taxes may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5 percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Based on an assessment of our historical ownership changes through March 31, 2025, we do not anticipate a current limitation on the tax attributes. Our ability to use NOLs and other tax attributes to reduce future taxable income and liabilities may be subject to limitations as a result of ownership changes that may occur in the future.

Current wording

As of March 31, 2026, we accumulated $3.7 million of state net operating loss carryforwards, or NOLs, to reduce future taxable income, portions of which will begin to expire in 2042. Under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs and other tax attributes, including R&D tax credits, to offset its post-change income or taxes may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5 percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Based on an assessment of our historical ownership changes through March 31, 2026, we do not anticipate a current limitation on the tax attributes. Our ability to use NOLs and other tax attributes to reduce future taxable income and liabilities may be subject to limitations as a result of ownership changes that may occur in the future.

Previous wording

Our ability to maintain our competitive position is largely dependent on the services of our senior management and other key personnel. In addition, our future success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. The market for such positions is competitive, especially in the San Francisco Bay Area. Qualified individuals are in high demand and we may incur significant costs to attract them. In addition, the loss of any of our senior management or other key employees, in particular our Chief Executive Officer, or our inability to recruit and develop mid-level managers could materially and adversely affect our ability to execute our business plan and we may be unable to find adequate replacements. Competition for qualified employees is intense in our industry, and the loss of even a few qualified employees, or an inability to attract, retain, and motivate additional highly skilled employees required for the planned expansion of our business could harm our operating results and impair our ability to grow. To attract and retain key personnel, we use various measures, including an equity incentive program for key executive officers and most employees. These measures may not be enough to attract and retain the personnel we require to operate our business effectively. All of our employees are at-will employees, meaning that they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. If we fail to retain talented senior management and other key personnel, or if we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business, financial condition, and results of operations may be materially adversely affected.

Current wording

Our ability to maintain our competitive position is largely dependent on the services of our senior management and other key personnel. In addition, our future success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. The market for such positions is competitive, especially in the San Francisco Bay Area. Qualified individuals are in high demand and we may incur significant costs to attract them. In addition, the loss of any of our senior management or other key employees, in particular our Chief Executive Officer, or our inability to recruit and develop mid-level managers could materially and adversely affect our ability to execute our business plan and we may be unable to find adequate replacements. For example, our former Chief Financial Officer departed in April 2026, and our Chief Accounting Officer served as interim principal financial officer and interim principal accounting officer while we conducted a search for a new Chief Financial Officer. On May 13, 2026, the Company appointed Matt Sonefeldt as Chief Financial Officer. In addition, we have experienced recent senior management changes which may result in temporary disruption or require additional management attention. Competition for qualified employees is intense in our industry, and the loss of even a few qualified employees, or an inability to attract, retain, and motivate additional highly skilled employees required for the planned expansion of our business could harm our operating results and impair our ability to grow. To attract and retain key personnel, we use various measures, including an equity incentive program for key executive officers and most employees. These measures may not be enough to attract and retain the personnel we require to operate our business effectively. All of our employees are at-will employees, meaning that they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. If we fail to retain talented senior management and other key personnel, or if we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business, financial condition, and results of operations may be materially adversely affected.

Previous wording

We have completed acquisitions in recent years, including Curative Talent in fiscal 2021 and AMiON in fiscal 2023, and we may in the future consider opportunities to acquire or make additional investments in new or complementary businesses, technologies, offerings, tools, or solutions, or enter into strategic alliances, that may enhance our capabilities and platform in general, complement our current offerings, or expand the breadth of our markets. Our ability to successfully grow through these types of strategic transactions depends upon our ability to identify, negotiate, acquire, and integrate suitable target businesses, technologies, tools, and solutions and to obtain any necessary financing, and is subject to numerous risks, including:

Current wording

We have completed acquisitions in recent years, including Curative Talent in fiscal 2021, AMiON in fiscal 2023 and Pathway Medical in July 2025, and we may in the future consider opportunities to acquire or make additional investments in new or complementary businesses, technologies, offerings, tools, or solutions, or enter into strategic alliances, that may enhance our capabilities and platform in general, complement our current offerings, or expand the breadth of our markets. Our ability to successfully grow through these types of strategic transactions depends upon our ability to identify, negotiate, acquire, and integrate suitable target businesses, technologies, tools, and solutions and to obtain any necessary financing, and is subject to numerous risks, including:

Previous wording

We rely on software-as-a-service, or SaaS, technologies from third parties.

Current wording

We rely on software-as-a-service, or SaaS, and AI technologies from third parties.

Previous wording

We rely on SaaS technologies from third parties in order to operate critical functions of our business, including financial management services, relationship management services, marketing services, and data storage services. For example, we rely on Amazon Web Services for a substantial portion of our computing and storage capacity, and rely on Google for storage capacity and collaboration tools. We are also highly dependent on our technology integration with products offered by certain third parties. Amazon Web Services provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party. Similarly, Google provides us with storage capacity and certain collaboration tools, and also may non-renew its agreement by providing 15 days’ notice prior to the end of the then-current term. Some of our other vendor agreements may be unilaterally terminated by the counterparty for convenience. If these services become unavailable due to contract cancellations, extended outages or interruptions, because they are no longer available on commercially reasonable terms or prices, or for any other reason, our expenses could increase, our ability to manage our finances could be interrupted, our processes for managing our offerings and supporting our consumers and partners could be impaired, and our ability to access or save data stored to the cloud may be impaired until equivalent services, if available, are identified, obtained, and implemented, all of which could harm our business, financial condition, and results of operations.

Current wording

We rely on SaaS and AI technologies from third parties in order to operate critical functions of our business, including financial management services, relationship management services, marketing services, and data storage services. For example, we rely on Amazon Web Services for a substantial portion of our computing and storage capacity, and rely on Google for storage capacity and collaboration tools. We are also highly dependent on our technology integration with products offered by certain third parties. Amazon Web Services provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party. Similarly, Google provides us with storage capacity and certain collaboration tools, and also may non-renew its agreement by providing 15 days’ notice prior to the end of the then-current term. Some of our other vendor agreements may be unilaterally terminated by the counterparty for convenience. If these services become unavailable due to contract cancellations, extended outages or interruptions, because they are no longer available on commercially reasonable terms or prices, or for any other reason, our expenses could increase, our ability to manage our finances could be interrupted, our processes for managing our offerings and supporting our consumers and partners could be impaired, and our ability to access or save data stored to the cloud may be impaired until equivalent services, if available, are identified, obtained, and implemented, all of which could harm our business, financial condition, and results of operations.

Previous wording

We are subject to income taxes in the United States and our tax provision could also be impacted by changes in accounting principles and changes in U.S. federal and state tax laws applicable to corporations. For example, legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act, or Tax Act, and the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, of 2020 significantly changed how the U.S. Department of Treasury imposes income taxes on U.S. corporations. For tax years beginning after December 31, 2021, the Tax Act eliminated the option to deduct research and development expenditures in the current period and requires taxpayers to capitalize and amortize U.S.-based research and development expenditures over five years. This legislation has accelerated the utilization of our net operating losses and research and development tax credits in the U.S. federal and state jurisdictions. We made significant judgments and assumptions in the interpretation of these laws and in our calculations reflected in our financial statements. The U.S. Department of Treasury, the Internal Revenue Service, or the IRS, and other standard-setting bodies may issue additional guidance on how the provisions of the Tax Act and CARES Act will be applied or otherwise administered, and additional accounting guidance or interpretations may be issued in the future that is different from our current interpretation.

Current wording

We are subject to income taxes in the United States and Canada and our tax provision could also be impacted by changes in accounting principles and changes in U.S. federal and state or international tax laws applicable to corporations. For example, on July 4, 2025, the One Big Beautiful Bill Act (the “Tax Act” or “OBBB”) was enacted. Key income tax-related provisions of the OBBB include repeal of mandatory capitalization of domestic research and development expenditures under Internal Revenue Code Section 174 (reinstating full expensing beginning in 2025) and revisions to international tax regimes, among other provisions. The U.S. Department of Treasury, the Internal Revenue Service, or the IRS, and other standard-setting bodies may issue additional guidance on how the provisions of the Tax Act will be applied or otherwise administered, and additional accounting guidance or interpretations may be issued in the future that is different from our current interpretation.

Previous wording

There is an increasing focus from regulators, certain investors, and other stakeholders concerning matters relating to environmental social and governance factors, or ESG, both in the United States and internationally, including an increase in anti-ESG sentiment. We communicate certain ESG-related initiatives and/or commitments regarding environmental matters, diversity, and other matters on our website and elsewhere. These initiatives or commitments could be difficult or costly to achieve. We could be criticized for achieving, fail to achieve, or be perceived to fail to achieve, our ESG-related initiatives or commitments. In addition, we could be criticized for the timing, scope or nature of these activities, or for any revisions to them. To the extent that our disclosures about ESG matters increase, we could be criticized for the content, accuracy, adequacy, or completeness of such disclosures. Our actual or perceived progress in our ESG-related initiatives or commitments could negatively impact our reputation, result in ESG-focused investors not purchasing and holding our stock, or otherwise materially harm our business.

Current wording

There is an increasing focus from regulators, certain investors, and other stakeholders concerning matters relating to environmental, social and governance factors, or ESG, both in the United States and internationally, including an increase in anti-ESG sentiment. In compliance with existing laws, we communicate certain ESG-related initiatives and/or commitments regarding environmental matters, diversity, and other matters on our website and elsewhere. These initiatives or commitments could be difficult or costly to achieve. We could be criticized for achieving, fail to achieve, or be perceived to fail to achieve, our ESG-related initiatives or commitments. In addition, we could be criticized for the timing, scope or nature of these activities, or for any revisions to them.

Previous wording

We have been subject to litigation in the past, and may become subject to litigation in the future. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which we are not, or cannot be, insured against. We generally intend to defend ourselves vigorously; however, we cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby having a material adverse effect on our business, financial condition, results of operations, cash flow, and per share trading price of our Class A common stock. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured, and adversely impact our ability to attract directors and officers.

Current wording

We are currently subject to litigation, have been subject to litigation in the past, and may become subject to litigation in the future. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which we are not, or cannot be, insured against. We generally intend to defend ourselves vigorously; however, we cannot be certain of the ultimate outcomes of any claims currently pending or that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby having a material adverse effect on our business, financial condition, results of operations, cash flow, and per share trading price of our Class A common stock. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured, and adversely impact our ability to attract directors and officers. Certain litigation or the resolution of certain litigation could damage our reputation or relationships with existing or potential customers and employees, make it more difficult to compete effectively and result in a diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition and results of operations.

Previous wording

We depend on the use of information technologies and systems, developing technologies, and our reputation and ability to acquire, retain, and serve our customers are dependent upon the reliable performance of our apps and websites and the underlying network infrastructure. As our operations grow, we must continuously improve and upgrade our systems and infrastructure while maintaining or improving the reliability and integrity of our infrastructure. Our future success also depends on our ability to adapt our systems and infrastructure to meet rapidly evolving consumer trends and demands while continuing to improve the performance, features, and reliability of our solutions in response to competitive services and offerings. We expect the use of alternative platforms such as tablets and wearables will continue to grow and the emergence of niche competitors who may be able to optimize offerings, services, or strategies for such platforms will require new investment in technology. New developments in other areas, such as cloud computing, have made it easier for competition to enter our markets due to lower up-front technology costs. In addition, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner. There is also no guarantee that we will possess the financial resources or personnel, for the research, design, and development of new applications or services, or that we will be able to utilize these resources successfully and avoid technological or market obsolescence. Further, there can be no assurance that technological advances by one or more of our competitors or future competitors will not result in our present or future applications and services becoming uncompetitive or obsolete. If we were unable to enhance our offerings and network capabilities to keep pace with rapid technological and regulatory change, or if new technologies emerge that are able to deliver competitive offerings at lower prices, more efficiently, more conveniently, or more securely than our offerings, our business, financial condition, and results of operations could be adversely affected.

Current wording

We depend on the use of information technologies and systems, developing technologies including for instance, AI, and our reputation and ability to acquire, retain, and serve our customers are dependent upon the reliable performance of our apps and websites and the underlying network infrastructure. As our operations grow, we must continuously improve and upgrade our systems and infrastructure while maintaining or improving the reliability and integrity of our infrastructure. Our future success also depends on our ability to adapt our systems and infrastructure to meet rapidly evolving consumer trends and demands while continuing to improve the performance, features, and reliability of our solutions in response to competitive services and offerings. We expect the use of alternative platforms such as tablets and wearables will continue to grow and the emergence of niche competitors who may be able to optimize offerings, services, or strategies for such platforms will require new investment in technology. New developments in other areas, such as cloud computing, have made it easier for competition to enter our markets due to lower up-front technology costs. In addition, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner. There is also no guarantee that we will possess the financial resources or personnel, for the research, design, and development of new applications or services, or that we will be able to utilize these resources successfully and avoid technological or market obsolescence. Further, there can be no assurance that technological advances by one or more of our competitors or future competitors will not result in our present or future applications and services becoming uncompetitive or obsolete. If we were unable to enhance our offerings and network capabilities to keep pace with rapid technological and regulatory change, or if new technologies emerge that are able to deliver competitive offerings at lower prices, more efficiently, more conveniently, or more securely than our offerings, our business, financial condition, and results of operations could be adversely affected.

Previous wording

Healthcare laws and regulations are rapidly evolving and may change significantly in the future, which could adversely affect our financial condition and results of operations. Certain regulatory changes that have occurred in response to the COVID-19 pandemic created opportunities for us. For example, many states expanded Medicaid and commercial coverage for telehealth, in many cases at parity with in-person services. A number of these regulatory changes have remained in place beyond the formal conclusion of COVID-19 as a public health emergency. However, it cannot be determined how long these measures will stay in place and to the extent that states do not maintain this reimbursement parity, this could lower usage of our network. In addition, the Office of Civil Rights, or OCR, had announced that they would not impose penalties for noncompliance with the regulatory requirements under the HIPAA Rules for covered healthcare providers in connection with good faith provision of telehealth during the COVID-19 nationwide public health emergency. With the formal conclusion of the public health emergency designation, the OCR likewise ended its lifting of enforcement activity, and the resumption of OCR enforcement activity could negatively impact usage on our network.

Current wording

Healthcare laws and regulations are rapidly evolving and may change significantly in the future, which could adversely affect our financial condition and results of operations. Certain regulatory changes that have occurred in response to the COVID-19 pandemic created opportunities for us. For example, many states expanded Medicaid and commercial coverage for telehealth, in many cases at parity with in-person services. A number of these regulatory changes have remained in place beyond the formal conclusion of COVID-19 as a public health emergency. In addition, the Office of Civil Rights, or OCR, had announced that they would not impose penalties for noncompliance with the regulatory requirements under the HIPAA Rules for covered healthcare providers in connection with good faith provision of telehealth during the COVID-19 nationwide public health emergency. With the formal conclusion of the public health emergency designation, the OCR likewise ended its lifting of enforcement activity, and the resumption of OCR enforcement activity could negatively impact usage on our network.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

We may become, and are subject to, litigation, which could have a material adverse effect on our business, financial condition, and results of operations.

Current report — wording carried from elsewhere

We rely on evolving technologies, including AI, network and mobile infrastructure, as well as our own capabilities, to maintain and scale our business and maintain competitiveness. Any significant interruptions or delays in service in our products, on our apps or websites or any undetected errors or design faults could adversely affect our business, financial condition, and results of operations.