Life360, Inc.

Current report

If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation (including class action or similar lawsuits); fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse consequences

Current report

We and the third parties upon which we rely process proprietary, confidential, and sensitive data (such as precise geolocation data and information relating to children), and, as a result, we and the third parties upon which we rely face a variety of evolving threats, including but not limited to ransomware attacks, which could cause security incidents. Cyber-attacks, malicious internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our sensitive data and information technology systems, and those of the third parties upon which we rely. Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors.

Current report

Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third parties upon which we rely may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our services.

Current report

We and the third parties upon which we rely may be subject to and have previously responded to a variety of evolving threats, including but not limited to social-engineering attacks (including through phishing attacks and deep fakes, which may be increasingly more difficult to identify as fake), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), bot-generated activity, denial-of-service attacks, credential stuffing attacks, credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, and other similar threats. Threat actors may continue to develop and use more sophisticated tools and techniques (including AI) that are specifically designed to circumvent security controls, evade detection, and obfuscate forensic evidence, which may make it more difficult for us to identify, investigate, respond to and recover from incidents.

Current report

In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, loss of sensitive data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Additionally, to offer services to our customers and operate our business, we use a number of products and services, such as IT networks and systems, including those we own and operate as well as others provided by third-party providers. Our ability to provide our platform and services could be interrupted if these systems were impacted by a ransomware or other cyber-attack.

Current report

Our efforts to investigate, mitigate, contain, and remediate a security incident may not be successful. Actions taken by us or the third parties with whom we work to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of our business. Threat actors may also gain access to other networks and systems after a compromise of our networks and systems.

Current report

Remote work has become more common and has increased risks to our information technology systems and data, as more of our personnel utilize network connections, computers, and devices outside our premises or network, including working at home, while in transit and in public locations. Additionally, future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.

Current report

In addition, our reliance on third-party service providers could introduce new cybersecurity risks and vulnerabilities, including supply-chain attacks, and other threats to our business operations. We may rely on third-party service providers and technologies to operate critical business systems to process sensitive data in a variety of contexts, including, without limitation, cloud-based infrastructure, data center facilities, encryption and authentication technology, employee email, content delivery to customers, and other functions. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. If our third-party service providers experience a security incident, coding issue, malfunction or other interruption, we could experience adverse consequences. In addition, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised.

Current report

With respect to data or information system vulnerabilities, we may be unable now or in the future to detect all vulnerabilities or other compromises in our data or information systems because such threats and techniques change frequently, are often sophisticated in nature, and may not be detected until after a security incident has occurred. While we take steps designed to mitigate the risks associated with such known vulnerabilities, there can be no assurance that these controls and measures will always be effective and thus there remains risks associated with both known and unknown vulnerabilities. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.

Current report

Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive data (or sensitive data that our members, advertisers, and partners have shared with us) or our information technology systems, or those of the third parties upon whom we rely, or impact the calculation or measurement of our member metrics or other estimates, as disclosed above. A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our services.

Current report

We may expend significant resources or modify our business activities to try to protect against security incidents. Additionally, certain data privacy and security obligations may require us to implement and maintain specific security measures or industry-standard or reasonable security measures to protect our information technology systems and sensitive data.

Current report

We and our third-party providers have been and may in the future be compromised by the aforementioned or similar threats, and result in unauthorized, unlawful, or accidental processing of our information, or vulnerabilities in the products or systems upon which we rely. For example, we have previously experienced credential stuffing attacks and other security incidents, including coding issues and instances of unauthorized access to certain member data. We determined that none of these incidents were material to us. We have encountered and may in the future encounter attempts to create false or other illegitimate member accounts or to take other unauthorized actions on or through our platform and services.

Current report

As we integrate Model Context Protocol ("MCP") and other agentic AI interfaces into our platform to enable third-party AI agents and large language models to access and act on member data and account functionality, we face additional data security and access-control risks. A flaw, misconfiguration, or vulnerability in the design, implementation, or permissioning of an MCP connection or similar agent-facing interface could result in data being inadvertently exposed to, or accessible by, another member, an unaffiliated third party, or an AI model or agent operator without authorization. Because MCP and similar protocols are relatively new, evolving, and not yet subject to mature security standards or extensive real-world testing, the tools, authentication methods, and monitoring practices available to detect and prevent such exposures may be less developed than those for more established integration methods. Any such incident, or the perception that one has occurred, could result in the unauthorized disclosure of sensitive member data (including precise location data), regulatory investigations or enforcement actions, litigation, loss of member trust, and reputational harm, any of which could adversely affect our business, financial condition, and results of operations.

Current report

Applicable data privacy and security obligations may require us, or we may choose, to notify relevant stakeholders, such as governmental authorities, partners, and affected individuals, of security incidents. Such disclosures may involve inconsistent requirements and are costly, and the disclosure or the failure to comply with applicable requirements could lead to adverse consequences. If we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may experience, and at times in the past have experienced, adverse consequences. These consequences may include: government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive data (including personal data); litigation (including class claims and mass arbitration demands); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in our operations (including availability of data); direct and indirect financial loss (including due to potential loss of members, partners, or advertising revenue); and other similar harms. Security incidents and attendant consequences may cause customers to stop using our services, deter new customers from using our services, disrupt our ability to provide our products and services, and negatively impact our ability to grow and operate our business.

Current report

Our ability to offer integrations with third-party AI platforms depends on our continued access to those platforms’ MCP interfaces, and any restriction, change, or termination of our access could limit or eliminate those offerings and harm our business.

Current report

We intend to expand our MCP integrations to third-party AI platforms, assistants, and agents over time. These integrations may provide varying levels of access to member account data and platform functionality, ranging from read-only access (e.g., retrieving location or circle information) to write access (e.g., enabling an AI agent to modify settings, send communications, or take other actions on a member's behalf). As with our other third-party platform relationships, we generally do not have long-term contracts governing our ability to access or interoperate with these MCP interfaces, and the providers of these AI platforms retain broad discretion to change, restrict, condition, or discontinue our access at any time and with little or no notice. Because we do not control these third-party AI platforms or their underlying models, we cannot guarantee that they will continue to support our integration, that their policies and practices will remain compatible with our business or compliance obligations, or that they will maintain the security, reliability, or functionality necessary for members to trust agent-mediated access to their data. Expanding the scope of write access we grant to third-party AI agents increases the consequences of any error, malicious use, or model malfunction, as an agent acting with write permissions could take unintended or unauthorized actions on a member's account. If any provider of an AI platform with which we integrate restricts, conditions, or terminates our access, changes its MCP implementation in ways that are incompatible with our platform, or experiences its own security or reliability issues, our ability to offer agent-based features could be impaired, which could adversely affect member engagement, our reputation, and our business, financial condition, and results of operations.

Current report

The digital consumer subscription products market is competitive, with low switching costs and a consistent stream of new products, services, and entrants. We may not be able to compete successfully with current or future competitors, which may impact our business, financial condition, and results of operations.

Current report

The digital consumer subscription products market in general, and the markets for family safety, location sharing, location tracking and related offerings, are fast-paced and constantly changing, with frequent changes in technology, consumer expectations and requirements, industry standards and regulations and a consistent stream of new products, services, and entrants both in the U.S. and abroad. New technology developments, including the development and use of artificial intelligence ("AI"), autonomous AI agents, and other emerging technologies, are rapidly evolving and are changing the competitive dynamics of our industry. If our competitors gain an advantage by using such technologies—including by offering superior AI agent capabilities, integrating more deeply or earlier with third-party AI platforms, or enabling members to interact with their products through AI agents in ways we do not match—our ability to attract and retain members and advertisers, and to compete effectively, could be adversely impacted. In addition, as AI agents and agent-based interfaces become a more common way for consumers to discover, evaluate, and interact with digital products and services, members or prospective members may increasingly rely on AI agents (including those of third parties) to manage family safety, location sharing, or related functions, which could reduce engagement with our own branded app and interfaces, affect our ability to present advertising or upsell subscriptions directly to members, and create new and unpredictable competitive pressures, including pressure to adjust our pricing, product design, or distribution strategy to remain accessible through third-party agents. We face significant competition in every aspect of our business, and competitors include both large competitors with various product and service offerings and many smaller competitors.

Current report

Many of our current and potential competitors, both domestically and internationally, have or may have competitive advantages over us, including longer operating histories, significantly more resources (including larger marketing and operating budgets), greater brand recognition, access to more data and potential insights related to members, potential acquisition and other opportunities, higher amounts of available capital or access to such capital and in some cases, lower costs. Some of our competitors may enjoy better competitive positions in certain geographical regions, member demographics, or other key areas that we currently serve or may serve in the future. These advantages could enable these competitors to offer products that are more appealing to our existing and prospective members, to respond more quickly and/or cost-effectively than us to new or changing opportunities and regulations, new or emerging technologies or changes in customer requirements and preferences, or to offer lower prices or free products and services.

Current report

Potential competitors may also include operators of mobile operating systems and app stores. These mobile platform competitors could use strong or dominant positions in one or more markets, and access to existing large pools of potential members and personal information regarding those members, to gain competitive advantages over us. These competitors also control the app stores that are the principal means by which our members access our platform.

Current report

If we are not able to compete effectively against our current or future competitors and products or services that may emerge, the size and level of engagement of our member base may decrease, which could adversely affect our business, financial condition, and results of operations.

Current report

Changes to our existing brands, products, and services, or the introduction of new brands, products, or services, could fail to attract or retain members or generate revenue and profits.

Current report

Our ability to retain, increase, and engage our member base and to increase our revenue depends heavily on our ability to continue to evolve our existing brands, products, and services, as well as to acquire or create successful new ones, both independently and in conjunction with developers or other third parties. We may introduce significant changes to our existing brands, products, and services, or acquire new and unproven brands, products, services, and product and services extensions, including technologies with which we have little or no prior development or operating experience. We have also invested, and expect to continue to invest, significant resources in growing our subscription-based services to support increasing usage as well as new lines of business, products, services, product extensions, and other initiatives to generate revenue. Developing new products and services is expensive and can require substantial management and Company resources and attention and investing in the development and launch of new products and services can involve an extended period of time before a return on investment is achieved, if at all. An important element of our business strategy is to continue to make investments in innovation and related product and services opportunities to maintain our competitive position. Unanticipated problems in developing products and services could also divert substantial research and development resources, which may impair our ability to develop new products and services or enhance existing products and services, and substantially increase our costs. We may not receive revenues from these investments for several years and may not realize returns from such investments at all.

Current report

We intend to integrate our platform with third-party AI agents and platforms through MCP. We do not know whether, or to what extent, these integrations will increase member engagement or monthly active users, drive new or retained paid subscriptions, generate incremental advertising revenue, or have any positive effect on our business at all. It is possible that enabling third-party AI agents to access and act on our platform on a member's behalf could instead reduce direct engagement with our app and owned surfaces—where we generate advertising revenue and present subscription upsell opportunities—without a corresponding increase in subscription conversion or any other offsetting benefit. Because MCP-based integrations are a new and evolving area for us, we have limited historical data on member adoption, retention, or monetization impact, and we may invest significant engineering, product, and partnership resources in expanding MCP integrations without realizing any discernible increase in MAU, subscription revenue, or advertising revenue, which could adversely affect our business, financial condition, and results of operations.

Current report

The development of our products and services is complex and costly, and we typically have several products and services in development at the same time. Given the complexity, we occasionally have experienced, and could experience in the future, delays in the development and introduction of new and enhanced products and services. Problems in the design or quality of our products or services may also have an adverse effect on our brand, business, financial condition, or results of operations. Unanticipated problems in developing products and services could also divert substantial resources, including, but not limited to research and development, which may impair our ability to develop new products and services and enhancements of existing products and services, and could substantially increase our costs. For example, as we continue to expand our hardware offerings, including connected devices such as our recently launched Life360 Pet GPS tracker, we may be exposed to additional risks relating to product performance, quality, safety, or reliability. These devices may contain defects, experience performance issues, or fail to operate as intended. These may result from the design or manufacture of the product, or from the software or other components used in the product. Such issues could result in property damage, personal or pet injury, product returns, warranty claims, or product recalls. Any such issues, or the perception that our products are unsafe or unreliable, could damage our brand, lead to product liability claims or regulatory investigations, and require us to incur significant costs or expenses. Our insurance coverage may not fully protect us against all potential liabilities, and any resulting claims or adverse publicity could materially adversely affect our business, financial condition, and results of operations. If new or enhanced product and service introductions are delayed or not successful, we may not be able to achieve an acceptable return, if any, on our research and development efforts, and our business, financial condition, and results of operations may be adversely affected.

Current report

Our use of artificial intelligence, machine learning, and AI agent technologies, including through MCP integrations, may not be successful and may present additional business, compliance, security, and reputational risks.

Current report

We are incorporating AI and machine learning technologies into our platform, including by enabling third-party AI agents to access member data and platform functionality through MCP integrations. Our ability to realize the anticipated benefits of these investments is subject to significant uncertainty, including the risks described elsewhere in this section relating to data security and unauthorized data exposure in connection with MCP interfaces, our dependence on third-party AI platforms over which we have no long-term contractual rights of access, increased competitive pressure from AI agents offered by others, and uncertainty as to whether our AI and MCP investments will increase MAU, subscriptions, or advertising revenue. In addition, AI and machine learning technologies, including those we do not control (such as third-party models accessing our platform via MCP), may produce inaccurate, biased, or unintended outputs or actions, may be subject to evolving and inconsistent legal and regulatory frameworks across jurisdictions, and may expose us to new forms of liability, regulatory scrutiny, or reputational harm, particularly given the sensitivity of the location and family-safety data we process. There is no guarantee that our investments in AI and agent-based functionality will be successful, that we will realize any return on these investments, or that they will not instead adversely affect our business, financial condition, and results of operations.

Previous report

Risks Related to Our Common Stock and CDIs

Previous report

The market price of our CDIs and common stock has been, and may in the future be, volatile, or may decline regardless of our operating performance and you could lose all or part of your investment.

Previous report

The trading price of our CDIs on the ASX and of our common stock on the Nasdaq Global Select Market (“Nasdaq”) has been and may continue to be volatile, and could be subject to wide fluctuations. In addition, the trading volume in our CDIs and common stock has in the past and may in the future fluctuate and cause significant price variations to occur. Securities markets worldwide experience significant price and volume fluctuations as a result of a variety of factors, many of which are beyond our control but may nonetheless decrease the market price of our CDIs and common stock, regardless of our actual operating performance, including:

Previous report

•public reaction to our press releases, announcements, and filings with the SEC and ASX;

Previous report

•our operating and financial performance;

Previous report

•fluctuations in market prices and trading volumes of technology;

Previous report

•changes in market valuations of similar companies;

Previous report

•departures of key personnel;

Previous report

•commencement of or involvement in litigation;

Previous report

•changes in economic and political conditions, financial markets, and/or the technology industry;

Previous report

•interest rate fluctuations;

Previous report

•actions by our securityholders;

Previous report

•the failure of securities analysts to cover our common stock and/or changes in their recommendations and estimates of our financial performance;

Previous report

•future sales of our common stock;

Previous report

•the timing, price, and volume of repurchases under our share repurchase program, or any determination to suspend, modify, or discontinue the program;

Previous report

•trading prices and trading volumes of our CDIs on the ASX and our common stock on the Nasdaq; and

Previous report

•the other factors described in these “Risk Factors”.

Previous report

The stock market has in the past experienced extreme price and volume fluctuations, and, following periods of such volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. Such litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources, which would harm our business, operating results, or financial condition.

Previous report

Our common stock is currently listed on Nasdaq and our CDIs are currently listed on the ASX. Trading in our common stock and CDIs therefore takes place in different currencies (U.S. dollars on the Nasdaq and Australian dollars on the ASX), and at different times (resulting from different time zones, different trading days and different public holidays in the U.S. and Australia). The trading prices of our common stock and our CDIs on two markets may differ as a result of these, or other, factors. Any decrease in the price of our common stock or CDIs on either market could cause a decrease in the trading prices of our CDIs or our common stock on the other market. In addition, investors may seek to profit by exploiting the difference, if any, between the price of our common stock on Nasdaq and the price of our CDIs on the ASX. Such arbitrage activities could cause our stock price in the market with the higher value to decrease to the price set by the market with the lower value and could also lead to significant volatility in the price of our common stock or CDIs.

Previous report

With respect to our share repurchase program, there is no guarantee that the program will be fully consummated or that it will enhance long-term stockholder value, and repurchases under the program could increase the volatility of the trading price of our common stock or CDIs, or negatively impact our cash reserves. Repurchases under the program, and any Company Rule 10b5-1 trading plan, may be modified, suspended, or discontinued without prior notice.