Bumble Inc.
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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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 Mar 16, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-28.
0000950170-25-030151
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-16.
0001830043-26-000027
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 282 previous paragraphs and 275 current paragraphs.
130 unchanged; 127 reworded; 14 added; 20 removed; 5 previous and 4 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 (14)
Current report
•there is a decrease in member retention as a result of a perceived or actual lack of a sufficient number of members in a given market to potentially match with;
Current report
Our future success will depend on our ability to identify, hire, develop, motivate, and retain highly skilled talent across the globe, with the contributions of our senior management remaining especially critical. We operate in a highly competitive labor market, and we may at times be unable to fill key roles in certain geographic areas or may be required to incur higher labor costs to do so. As our brands continue to grow and gain visibility, competition for talent—including from well-capitalized technology, social media, and consumer internet companies—has intensified, increasing the risk that our employees may be recruited by other employers. Although we have programs designed to attract and retain employees, including senior leadership, we cannot guarantee that these efforts will be successful.
Current report
As we continue to mature, the effectiveness of our equity awards and other compensation arrangements in attracting, retaining, and motivating employees may decline, particularly during periods of stock price volatility or when our stock underperforms relative to peers, which can reduce the retention value of share-based awards and affect the competitiveness of our compensation. Issuing significant equity to attract or retain employees would increase our share-based compensation and tax expense and dilute the ownership of existing stockholders, and if we shift the mix of incentive compensation in favor of cash-based awards over equity-based awards, our cash compensation expense would increase. In addition, emerging state and federal laws and regulations limiting the enforceability of non-competition, non-solicitation, confidentiality, and similar restrictive covenants may make it more difficult to retain key personnel, and the unpredictable enforcement of immigration laws and availability of work visas over the past year has made it more difficult to hire certain skilled personnel.
Current report
Security breaches, improper access to or disclosure of our data or member data, other hacking and phishing attacks on our systems, or other cyber incidents could compromise the confidentiality and/or availability of sensitive information related to our business and/or personal data processed by us or on our behalf and expose us to liability, which could harm our reputation and materially adversely affect our business.
Current report
Our business and operations span numerous geographies around the world, involve hundreds of employees, contractors, vendors, developers, partners, and other third parties, and rely on software and hardware that is highly technical and complex. In addition, many of our employees work remotely and utilize network connections, computers and devices outside our premises or network, which may pose additional data security risks. The complexity of our information technology systems, including the use of legacy systems, the integration of new technologies, and the rapid evolution of our products and services, may increase our exposure to cybersecurity risks or make it more difficult to prevent, detect, remediate, or respond to cyber incidents in a timely manner. As our systems grow and change, we may incur technical debt or face challenges related to system interoperability, scalability, or modernization, which could increase the likelihood of vulnerabilities, operational disruptions, or delays in implementing security updates or other remedial measures. Efforts to upgrade, replace, or remediate such systems may be costly, time-consuming, or disruptive to our operations, and any failure to do so effectively could materially adversely affect our business, financial condition and results of operations.
Current report
We use artificial intelligence technologies, machine learning, data analytics and similar tools (collectively, “AI”) in our products and services, and the integration of AI may become more important to our operations over time. For example, we have introduced AI capabilities to enhance our members' experience and safety, such as detecting inauthentic profiles and usage, and to improve our matching algorithm to help Bumble app members to see the most relevant potential matches. There are significant risks involved in adopting, developing, maintaining, and deploying AI, and there can be no assurance that the usage of AI will enhance our products or services or be beneficial to our business, including our efficiency or profitability. In particular, AI, including generative AI, may create inaccurate or misleading content or other unexpected results or behaviors, such as hallucinatory behavior, that can generate irrelevant, unintended, nonsensical, or factually incorrect results. Our members may rely on or use this flawed content or information to their detriment, which may expose us to brand or reputational harm, competitive harm, member complaints, legal liability, and other adverse consequences. In addition, any latency, disruption, or failure in our AI systems or infrastructure could result in delays or errors in our products and services. Such risks and adverse effects may arise notwithstanding any preventative policies or procedures that aim to restrict or govern the use of AI.
Current report
The development, maintenance and operation of AI requires additional investment in compliance, governance and the licensing or development of proprietary datasets, machine learning models, and systems to monitor and test for accuracy, bias, and other variables, which are complex and costly, and could impact our profit margin as we expand the use of AI in our products and services. The development, testing, and deployment of AI technologies also increases associated computing costs.
Current report
In addition to our proprietary technologies, we use AI licensed from third parties. Our ability to continue to adopt, integrate and use AI at the scale we may need may be dependent on access to specific third-party software and infrastructure, such as processing hardware or third-party AI models, and we cannot control the quality, availability or pricing of such third-party software and infrastructure. If any such third-party AI becomes incompatible with our products and services or unavailable for use or have degradations in performance, or if the providers of such models unfavorably change the terms on which their AI is offered or terminate their relationship with us, our solutions may become less appealing to our members. Moreover, to the extent any third-party AI is used as a vendor-hosted service, any disruption, outage, or loss of information through such hosted services could disrupt our operations, damage our reputation, cause a loss of confidence in our products and services, or result in legal claims or proceedings, for which we may be unable to recover damages from the affected provider.
Current report
Lastly, open source software may contain security vulnerabilities, defects, or other weaknesses that could be exploited, result in service disruptions, data breaches or other cybersecurity incidents, or require significant remediation efforts, any of which could materially adversely affect our business, financial condition or results of operations.
Current report
•effective April 8, 2025, the U.S. Department of Justice’s new “Data Security Program” (the “DSP”) restricts, and in some cases prohibits, certain transactions that involve logical or physical “access” to specified categories of data related to U.S. persons and the U.S. government by persons with certain touchpoints to “countries of concern,” currently defined to include China (including Hong Kong and Macau), Cuba, Iran, North Korea, Russia and Venezuela. The DSP imposes certain diligence, security, audit and record-keeping requirements on companies that engage in covered transactions, and non-compliance could result in significant civil or criminal penalties. In addition to potential legal risks, the DSP may create operational challenges by restricting companies’ ability to share data with affiliates and third parties.
Current report
On January 5, 2026, the OECD released Administrative Guidance containing the Side-by-Side agreement (“SbS System”) as part of a broader package of Administrative Guidance on Pillar Two, introducing two new Pillar Two safe harbours for MNE Groups headquartered in jurisdictions with both eligible domestic and worldwide tax systems and for MNE Groups with a UPE located in a jurisdiction that has an eligible domestic tax system but not an eligible worldwide tax system. The Central Record for purposes of the Global Minimum Tax was updated on January 5, 2026 to reflect that the United States is an eligible jurisdiction for the SbS SH. We expect the SbS SH will have significant future impact on our Pillar Two computations, however, the impact will depend on the timing of enactment and the exact nature of each country’s GloBE legislation. Accordingly, we are still evaluating the potential consequences of Pillar Two on our longer-term financial position.
Current report
•the implementation of new business plans and strategies intended to drive long-term growth;
Current report
The market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our Class A common stock regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or dividends, if any, to stockholders, additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of shares of our Class A common stock could decrease significantly.
Current report
Stock markets and the price of our Class A shares may experience extreme price and volume fluctuations. In the past, following periods of 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 and when instituted against us, may result in substantial costs and a diversion of our management’s attention and resources.
Removed paragraphs (20)
Previous report
The dating industry is highly competitive, with a consistent stream of new products and entrants. Some of our competitors may enjoy better competitive positions in certain geographical regions, user 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 users and potential users than our products, or to respond more quickly and/or cost-effectively than us to new or changing opportunities.
Previous report
Some of the third-party publishers and distribution channels through which we market and distribute our products have rolled out or may in the future roll out their own dating products, such as Facebook. If these third-party publishers and distribution channels limit our ability to reach their users, our business, financial condition and results of operations may be materially adversely affected.
Previous report
Our future success will depend upon our continued ability to identify, hire, develop, motivate and retain highly skilled individuals across the globe, with the continued contributions of our senior management being especially critical to our success. There is strong competition for well-qualified, highly skilled employees, and from time to time we may not be able to fill positions in desired geographic areas or at all, or may experience increased labor costs in order to do so. While we have established programs to attract new employees and provide incentives to retain existing employees, particularly our senior management, we cannot guarantee that we will be able to attract new employees or retain the services of our senior management or any other key employees in the future. As we continue to mature, the incentives to attract, retain, and motivate employees provided by our equity awards or by future arrangements may not be as effective as in the past, and if we issue significant equity to attract additional employees or to retain our existing employees, we would incur substantial additional share-based compensation expense and tax expense and the ownership of our existing stockholders would be further diluted. Proposed and final state and federal laws, rules and regulations intended to limit or curtail the enforceability of non-competition, employee non-solicitation, confidentiality and similar restrictive covenant clauses could make it more difficult to retain qualified personnel. Further, our ability to attract, retain, and motivate employees may also be adversely affected by stock price volatility. In particular, declines in our stock price, or lower stock price performance relative to competitors have been reducing the retention value of our share-based awards, which can impact the competitiveness of our compensation.
Previous report
We may also introduce new products, features or terms of service or policies, and seek to find new, effective ways to show our community new and existing products and alert them to events and meaningful opportunities to connect, that users do not like, which may negatively affect our brands. New products may provide temporary increases in engagement that may ultimately fail to attract and retain users such that they may not produce the long-term benefits that we expect.
Previous report
Security breaches, improper access to or disclosure of our data or user data, other hacking and phishing attacks on our systems, or other cyber incidents could compromise the confidentiality and/or availability of sensitive information related to our business and/or personal data processed by us or on our behalf and expose us to liability, which could harm our reputation and materially adversely affect our business.
Previous report
As we increase our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations.
Previous report
Action by governments to restrict access to Bumble app or our other products in their countries could substantially harm our business and financial results.
Previous report
Governments from time to time seek to censor content available on Bumble app or our other products in their country, restrict access to our products from their country entirely, or impose other restrictions (including on third-party platforms that market and distribute our products) that may affect the accessibility of our products in their country for an extended period of time or indefinitely. For example, user access to Bumble app and certain of our other products may be restricted in China. In addition, government authorities in other countries may seek to restrict user access to our products if they consider us to be in violation of their laws or a threat to public safety or for other reasons, such as considering the content on our platforms, or online dating and social connection services generally, immoral. In the event that content shown on Bumble app or our other products is subject to censorship, access to our products is restricted, in whole or in part, in one or more countries, we are required to or elect to make changes to our operations, or other restrictions are imposed on our products, or our competitors are able to successfully penetrate new geographic markets or capture a greater share of existing geographic markets that we cannot access or where we face other restrictions, our ability to retain or increase our user base, user engagement, or the level of advertising by marketers may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be materially adversely affected.
Previous report
Bumble Inc. will be required to pay certain of our pre-IPO owners for most of the benefits relating to tax depreciation or amortization deductions that we may claim as a result of Bumble Inc.’s allocable share of existing tax basis acquired in the IPO, Bumble Inc.’s increase in its allocable share of existing tax basis and anticipated tax basis adjustments we receive in connection with sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after the IPO and our utilization of certain tax attributes of the Blocker Companies.
Previous report
We entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by Bumble Inc. to such pre-IPO owners of 85% of the benefits, if any, that Bumble Inc. realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) Bumble Inc.’s allocable share of existing tax basis acquired in the IPO, (ii) increases in Bumble Inc.’s allocable share of existing tax basis and adjustments to the tax basis of the tangible and intangible assets of Bumble Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock in connection with or after the IPO and (iii) Bumble Inc.’s utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies’ allocable share of existing tax basis), and (iv) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. The existing tax basis, increases in existing tax basis and tax basis adjustments generated over time may increase (for tax purposes) the depreciation and amortization deductions available to Bumble Inc. and, therefore, may reduce the amount of tax that Bumble Inc. would otherwise be required to pay in the future, although the U.S. Internal Revenue Service (“IRS”) may challenge all or part of the validity of that tax basis, and a court could sustain such a challenge. Actual tax benefits realized by Bumble Inc. may differ from tax benefits calculated under the tax receivable agreement as a result of the use of certain assumptions in the tax receivable agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits.
Previous report
The payment obligation under the tax receivable agreement is an obligation of Bumble Inc. and not of Bumble Holdings. While the amount of existing tax basis and anticipated tax basis adjustments and utilization of tax attributes, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, we expect the payments that Bumble Inc. may make under the tax receivable agreement will be substantial. The actual amounts payable will depend upon, among other things, the timing of purchases or exchanges, the price of shares of our Class A common stock at the time of such purchases or exchanges, the extent to which such purchases or exchanges are taxable and the amount and timing of our taxable income. The payments under the tax receivable agreement are not conditioned upon continued ownership of us by the pre-IPO owners. For additional information see “—In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits Bumble Inc. realizes in respect of the tax attributes subject to the tax receivable agreement.”, “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Contingencies” and Note 5, Payable to Related Parties Pursuant to a Tax Receivable Agreement, to our consolidated financial statements included in Part II, “Item 8—Financial Statements and Supplementary Data” of this Annual Report.
Previous report
In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits Bumble Inc. realizes in respect of the tax attributes subject to the tax receivable agreement.
Previous report
Bumble Inc.’s payment obligations under the tax receivable agreement will be accelerated in the event of certain changes of control, upon a breach by Bumble Inc. of a material obligation under the tax receivable agreement or if Bumble Inc. elects to terminate the tax receivable agreement early (in full or in part). The accelerated payments required in such circumstances will be calculated by reference to the present value (at a discount rate equal to the lesser of (i) 6.5% per annum and (ii) the Secured Overnight Financing
Previous report
Rate plus 100 basis points) of all future payments that holders of Common Units or other recipients would have been entitled to receive under the tax receivable agreement (or a portion of such future payments in the case of a partial termination), and such accelerated payments and any other future payments under the tax receivable agreement will utilize certain valuation assumptions, including that Bumble Inc. will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement and sufficient taxable income to fully utilize any remaining net operating losses subject to the tax receivable agreement on a straight line basis over the shorter of the statutory expiration period for such net operating losses or the five-year period after the early termination or change of control. In addition, recipients of payments under the tax receivable agreement will not reimburse us for any payments previously made under the tax receivable agreement if the tax attributes or Bumble Inc.’s utilization of tax attributes underlying the relevant tax receivable agreement payment are successfully challenged by the IRS (although any such detriment would be taken into account as an offset against future payments due to the relevant recipient under the tax receivable agreement). Bumble Inc.’s ability to achieve benefits from any existing tax basis, tax basis adjustments or other tax attributes, and the payments to be made under the tax receivable agreement will depend upon a number of factors, including the timing and amount of our future income. As a result, even in the absence of a change of control or an election to terminate the tax receivable agreement early (in full or in part), payments under the tax receivable agreement could be in excess of 85% of Bumble Inc.’s actual cash tax benefits.
Previous report
Accordingly, it is possible that the actual cash tax benefits realized by Bumble Inc. may be significantly less than the corresponding tax receivable agreement payments. It is also possible that payments under the tax receivable agreement may be made years in advance of the actual realization, if any, of the anticipated future tax benefits. There may be a material negative effect on our liquidity if the payments under the tax receivable agreement exceed the actual cash tax benefits that Bumble Inc. realizes in respect of the tax attributes subject to the tax receivable agreement and/or if distributions to Bumble Inc. by Bumble Holdings are not sufficient to permit Bumble Inc. to make payments under the tax receivable agreement after it has paid taxes and other expenses. Based upon certain assumptions, we estimate that if Bumble Inc. had exercised its termination right as of December 31, 2024, the aggregate amount of the early termination payments before application of the discount rate required under the tax receivable agreement would have been approximately $775.4 million. The foregoing number is merely an estimate and the actual payments could differ materially. We may need to incur additional indebtedness to finance payments under the tax receivable agreement to the extent our cash resources are insufficient to meet our obligations under the tax receivable agreement as a result of timing discrepancies or otherwise (including related to early termination of the tax receivable agreement in full or in part), and these obligations could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.
Previous report
The acceleration of payments under the tax receivable agreement in the case of certain changes of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A common stock.
Previous report
In the case of certain changes of control, payments under the tax receivable agreement will be accelerated and may significantly exceed the actual benefits Bumble Inc. realizes in respect of the tax attributes subject to the tax receivable agreement. We expect that the payments that we may make under the tax receivable agreement in the event of a change of control will be substantial. As a result, our accelerated payment obligations and/or the assumptions adopted under the tax receivable agreement in the case of a change of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A common stock in a change of control transaction. In addition, parties to our tax receivable agreement are generally permitted to transfer and assign their interest without the Company’s consent. In the event of any such transfer or assignment, a third-party transferee may have interests in the context of a change of control transaction that diverge from those of the Company and its stockholders, which could impair our ability to consummate such a transaction or negatively impact the value received by owners of our Class A common stock.
Previous report
As described in Part II, “Item 9A—Controls and Procedures” of this Annual Report, management identified a material weakness as of December 31, 2024 in the design of controls related to foreign currency translation resulting from certain intercompany loan transactions. This material weakness did not result in any material misstatements to the consolidated financial statements for the year ended December 31, 2024 and there were no changes to previously released financial statements.
Previous report
Geopolitical and macroeconomic events have caused, and may continue to cause, volatility in currency exchange rates between the U.S. dollar and other currencies, such as the GBP and the Euro. To the extent that the U.S. dollar strengthens relative to other currencies such as the GBP, the translation of our international revenues into U.S. dollars will reduce our U.S. dollar denominated operating results and will affect their period-over-period comparability.
Previous report
Additionally, the integration of acquisitions requires significant time and resources, and we may not manage these processes successfully. Our ability to successfully integrate complex acquisitions is unproven, particularly with respect to companies that have significant operations or that develop products with which we do not have prior experience. We may make substantial investments of resources to support our acquisitions, which would result in significant ongoing operating expenses and may divert resources and management attention from other areas of our business. We cannot assure you that these investments will be successful. If we fail to successfully integrate the companies we acquire, we may not realize the benefits expected from the transactions and our business may be harmed.
Reworded paragraphs (127)
Previous wording
If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed.
Current wording
If we fail to retain existing members or add new members, or if our members decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed.
Previous wording
The size of our user base and our users’ level of engagement are critical to our success. Our apps monetize via a freemium model where the use of our service is free and a subset of our users pay for subscriptions or in-app purchases to access premium features. Our financial performance has thus been and will continue to be significantly determined by our success in adding, retaining and engaging users of our products and converting users into paying subscribers or in-app purchasers. We expect that the size of our user base will fluctuate or decline in one or more markets from time to time, including if users find meaningful relationships on our platforms and no longer need to engage with our products. Furthermore, if people do not perceive our products to be useful, reliable, and/or trustworthy, we may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. A number of other online dating companies that achieved early popularity have since experienced slower growth or declines in their user bases or levels of engagement. There is no guarantee that we will not experience a similar erosion of our user base or engagement levels. User engagement can be difficult to measure, particularly as we introduce new and different products and services. Any number of factors can negatively affect user retention, growth, and engagement, including if:
Current wording
The size of our member base and our members’ level of engagement are critical to our success. Our apps monetize via a freemium model where the use of our service is free and a subset of our members pay for subscriptions or in-app purchases to access premium features. Our financial performance has thus been and will continue to be significantly determined by our success in adding, retaining and engaging members of our products and converting members into paying subscribers or in-app purchasers. We expect that the size of our member base and/or their engagement levels will fluctuate or decline in one or more markets from time to time. Member engagement can be difficult to measure, particularly as we introduce new and different products and services. Any number of factors can negatively affect member retention, growth, and engagement, including if:
Previous wording
users increasingly engage with other competitive products or services;
Current wording
•members increasingly engage with other competitive products or services;
Previous wording
user behavior on any of our products changes, including decreases in the quality of the user base and frequency of use of our products and services;
Current wording
•member behavior on any of our products changes, including decreases in the quality of the member base and frequency of use of our products and services;
Previous wording
there are decreases in user sentiment due to questions about (a) the quality of our user data practices or concerns related to privacy and the sharing of user data (b) the quality or usefulness of our products or concerns related to safety, security, well-being or other factors, including our implementation and use of artificial intelligence or (c) the countries in which our apps are available (for example, sanctioned countries);
Current wording
•there are decreases in member sentiment due to questions about (a) the quality of our member data practices or concerns related to privacy and the sharing of member data (b) the quality or usefulness of our products or concerns related to safety, security, well-being or other factors, including our implementation and use of artificial intelligence or (c) the countries in which our apps are available (for example, sanctioned countries);
Previous wording
users are no longer willing to pay (or pay as much) for subscriptions or in-app purchases, including due to changes to the payment platform or payment methods;
Current wording
•members are no longer willing to pay (or pay as much) for subscriptions or in-app purchases, including due to changes to the payment platform or payment methods;
Previous wording
users have difficulty installing, updating or otherwise accessing our products on mobile devices as a result of actions by us or third parties, such as application marketplaces and device manufacturers, that we rely on to distribute our products and deliver our services;
Current wording
•members have difficulty installing, updating or otherwise accessing our products on mobile devices as a result of actions by us or third parties, such as application marketplaces and device manufacturers, that we rely on to distribute our products and deliver our services;
Previous wording
we fail to introduce new features, products or services that users find engaging or if we introduce new products or services, or make changes to existing products and services, that are not favorably received, including artificial intelligence-driven changes;
Current wording
•we fail to introduce new features, products or services that members find engaging or if we introduce new products or services, or make changes to existing products and services, that are not favorably received, including artificial intelligence-driven changes;
Previous wording
we fail to appeal to and engage the younger demographic of users (for example, Gen Z), with their different dynamics of connection;
Current wording
•we fail to appeal to and engage the younger demographic of members (for example, Gen Z), with their different dynamics of connection, or discrete demographics such as specific ethnicities;
Previous wording
initiatives designed to attract and retain users and engagement are unsuccessful or discontinued, whether as a result of actions by us, third parties or otherwise;
Current wording
•initiatives designed to attract and retain members and engagement are unsuccessful or discontinued, whether as a result of actions by us, third parties or otherwise;
Previous wording
there is a decrease in user retention as a result of users finding meaningful relationships on our platforms and no longer needing to engage with our products;
Current wording
•there is a decrease in member retention as a result of members finding meaningful relationships on our platforms and no longer needing to engage with our products;
Previous wording
we adopt terms, policies or procedures related to areas such as user data or advertising that are perceived negatively by our users or the general public;
Current wording
•we adopt terms, policies or procedures related to areas such as member data or advertising that are perceived negatively by our members or the general public; we fail to combat inappropriate or abusive activity on our platform;
Previous wording
users, particularly women, do not perceive our products as being safer than other competitive products or services;
Current wording
•members, particularly women, do not perceive our products as being safer than other competitive products or services;
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we fail to provide adequate customer service to users, marketers or other partners;
Current wording
•we fail to provide adequate customer service to members, marketers or other partners;
Previous wording
technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience, such as security breaches, distributed denial-of-service attacks or failure to prevent or limit spam or similar content;
Current wording
•technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the member experience, such as security breaches, distributed denial-of-service attacks or failure to prevent or limit spam or similar content;
Previous wording
there are changes mandated by legislation, regulatory authorities or litigation that adversely affect our products or users.
Current wording
•there are changes mandated by legislation, regulatory authorities or litigation that adversely affect our products or members.
Previous wording
From time to time, certain of these factors have negatively affected user retention, growth, and engagement to varying degrees. See “—Access to our products depends on mobile app stores and other third parties such as data center service providers, as well as third-party cloud infrastructure and service providers, payment aggregators, computer systems, internet transit providers and other communications systems and service providers, and such third-parties may take actions that limit, prohibit or eliminate our ability to distribute or update our applications, or increase the costs to do so.” If we are unable to maintain or increase our user base and user engagement, our revenue and financial results may be materially adversely affected. In addition, we may not experience rapid user growth or engagement in countries where, even though mobile device penetration is high, due to the lack of sufficient cellular based data networks, consumers rely heavily on Wi-Fi and may not access our products regularly throughout the day. Any decrease in user retention, growth or engagement could render our products less attractive to users, which is likely to have a material adverse impact on our revenue, business, financial condition and results of operations. If our user growth rate slows or declines, we will become increasingly dependent on our ability to maintain or increase levels of user engagement and monetization in order to drive revenue growth.
Current wording
From time to time, certain of these factors have negatively affected member retention, growth, and engagement to varying degrees. In addition, we may not experience rapid member growth or engagement in countries where, even though mobile device penetration is high, due to the lack of sufficient cellular based data networks, consumers rely heavily on Wi-Fi and may not access our products regularly throughout the day. Any decrease in member retention, growth or engagement could render our products less attractive to members, which is likely to have a material adverse impact on our revenue, business, financial condition and results of operations. If our member growth rate slows or declines, we will become increasingly dependent on our ability to maintain or increase levels of member engagement and monetization in order to drive revenue growth.
Previous wording
In addition, within the dating industry generally, costs for consumers to switch between products are low, and consumers have a propensity to try new approaches to connecting with people and to use multiple dating products at the same time. As a result, new products, entrants and business models are likely to continue to emerge. It is possible that a new product could gain rapid scale at the expense of existing brands through harnessing a new technology (such as artificial intelligence), or a new or existing distribution channel, creating a new or different approach to connecting people or some other means.
Current wording
The dating industry is highly competitive. Costs for consumers to switch between products are low, and consumers have a propensity to try new approaches to connecting with people and to use multiple dating products at the same time. As a result, new products, entrants and business models are likely to continue to emerge. It is possible that a new product or service could gain rapid scale at the expense of existing brands through harnessing a new technology (such as artificial intelligence), or a new or existing distribution channel, creating a new or different approach to connecting people or some other means.
Previous wording
Potential competitors include larger companies that could devote greater resources to the promotion or marketing of their products and services, take advantage of acquisition or other opportunities more readily or develop and expand their products and services more quickly than we do. Potential competitors also include established social media companies that may develop products, features, or services that may compete with ours or operators of mobile operating systems and app stores. For example, Facebook has maintained a dating feature on its platform, which it has rolled out in North America, Europe and other markets around the globe. These social media and mobile platform competitors could use strong or dominant positions in one or more markets, and ready access to existing large pools of potential users and personal information regarding those users, to gain competitive advantages over us. These may include offering different product features, services or pricing models that users may prefer or offering their products and services to users at no charge, which may enable them to acquire and engage users at the expense of our user growth or engagement.
Current wording
In addition, some of our competitors may enjoy better competitive positions. Potential competitors include larger companies that could devote greater resources to the promotion or marketing of their products and services, take advantage of acquisition or other opportunities more readily or develop and expand their products and services more quickly than we do. Potential competitors also include established social media companies that may develop products, features, or services that may compete with ours or operators of mobile operating systems and app stores. For example, Facebook has maintained a dating feature on its platform in various markets around the globe. These social media and mobile platform competitors could use strong or dominant positions in one or more markets, and ready access to existing large pools of potential users and personal information regarding those users, to gain competitive advantages over us. These may include offering different product features, services or pricing models that users may prefer or offering their products and services to users at no charge, which may enable them to acquire and engage users at the expense of our member growth or engagement.
Previous wording
If we are not able to compete effectively against our current or future competitors and products that may emerge, the size and level of engagement of our user base may decrease, which could materially adversely affect our business, financial condition and results of operations.
Current wording
If we are not able to compete effectively against our current or future competitors and products that may emerge, the size and level of engagement of our member base may decrease, which could materially adversely affect our business, financial condition and results of operations.
Previous wording
We market and distribute our products (including related mobile applications) through a variety of third-party publishers and distribution channels. Our ability to market our brands on any given property or channel is subject to the policies of the relevant third party. There is no guarantee that popular mobile platforms will continue to feature our products. We are dependent on the interoperability of our products with popular mobile operating systems, networks, technologies, products, and standards that we do not control, such as the Android and iOS operating systems. Any changes, bugs, or technical issues in such systems, or changes in our relationships with mobile operating system partners, handset manufacturers, or mobile carriers, or in their terms of service or policies that degrade our products’ functionality, reduce or eliminate our ability to update or distribute our products, give preferential treatment to competitive products, limit our ability to deliver, target, or measure the effectiveness of ads, or charge fees related to the distribution of our products or our delivery of ads could materially adversely affect the usage of our products on mobile devices.
Current wording
We market and distribute our products (including related mobile applications) through a variety of third-party publishers and distribution channels. Our ability to market our brands on any given property or channel is subject to the policies of the relevant third party. There is no guarantee that popular mobile platforms will continue to feature our products. We are dependent on the interoperability of our products with popular mobile operating systems, networks, technologies, products, and standards that we do not control, such as the Android and iOS operating systems. Any changes, bugs, or technical issues in such systems, or changes in our relationships with mobile operating system partners, handset manufacturers, or mobile carriers, or in their terms of service or policies that degrade our products’ functionality, reduce or eliminate our ability to update or distribute our products, give preferential treatment to competitive products (including their own dating products), or charge fees related to the distribution of our products or our delivery of ads could materially adversely affect the usage of our products on mobile devices.
Previous wording
We also rely on large tech platforms for targeted advertisement and performance marketing. In 2022, Google announced a multi-year initiative with the goal of strengthening privacy on Android, which may include the abolishment of Advertising IDs (Google's unique user IDs for advertising) and limitations on sharing user data with third parties. In the event that our ability to accurately target, track and measure our advertising campaigns at the user level becomes more limited due to such large tech platforms’ policy changes or regulatory changes, or we are no longer able to conduct targeted advertisement and performance marketing through such platforms because of increased costs of advertising on these platforms, or we choose not to conduct targeted advertisement and performance marketing through such platforms due to, for example, brand safety concerns, our user acquisition and revenue stream may be materially adversely affected.
Current wording
We also rely on large tech platforms for targeted advertisement and performance marketing. In 2022, Google announced a multi-year initiative with the goal of strengthening privacy on Android, which may include the abolishment of Advertising IDs (Google's unique user IDs for advertising) and limitations on sharing user data with third parties. In the event that our ability to accurately target, track and measure our advertising campaigns at the member level becomes more limited due to such large tech platforms’ policy changes or regulatory changes, or we are no longer able to conduct targeted advertisement and performance marketing through such platforms because of increased costs of advertising on these platforms, or we choose not to conduct targeted advertisement and performance marketing through such platforms due to, for example, brand safety concerns, our member acquisition and revenue stream may be materially adversely affected.
Previous wording
There is no assurance that we will not be limited or prohibited from using certain current or prospective marketing channels in the future. If this were to happen in the case of a significant marketing channel and/or for a significant period of time, our business, financial condition and results of operations could be materially adversely affected. For example, before President Trump issued an executive order on January 20, 2025, delaying for 75 days its enforcement, there was set to be a ban on TikTok in the U.S. on national security grounds, which would have made it illegal for U.S. internet hosting services and app stores to distribute or support the operations of TikTok. Historically, we have used TikTok as a critical marketing channel, and the inability to use TikTok as a marketing channel could materially negatively impact our user registration volume and efficiency. If we lose access to any of our large marketing channels, such as TikTok, even for a few hours, or if we are unable to shift to alternative marketing channels effectively and/or in a timely manner, we may not be able to reach as many audiences and our business, financial condition and results of operations could be materially adversely affected. Furthermore, certain publishers and channels have, from time to time, limited or prohibited advertisements for dating products for a variety of reasons, including as a result of poor behavior by other industry participants.
Current wording
There is no assurance that we will not be limited or prohibited from using certain current or prospective marketing channels in the future. If this were to happen in the case of a significant marketing channel and/or for a significant period of time, our business, financial condition and results of operations could be materially adversely affected. For example, President Trump has issued a series of executive orders relating to the TikTok platform and U.S. national security law that have, to date, delayed enforcement of a ban of TikTok in the United States. Historically, we have used TikTok as an important marketing and member acquisition channel, and any future executive action, statutory enforcement, legislative change, regulatory restriction or judicial interpretation that limits TikTok’s operation, data use, advertising capabilities or user base in the United States could materially negatively impact our marketing performance, member registration volume and efficiency and member engagement. If we lose access to any of our large marketing channels, such as TikTok, even for a few hours, or if we are unable to shift to alternative marketing channels effectively and/or in a timely manner, we may not be able to reach as many audiences and our business, financial condition and results of operations could be materially adversely affected. Furthermore, certain publishers and channels have, from time to time, limited or prohibited advertisements for dating products for a variety of reasons, including as a result of poor behavior by other industry participants.
Previous wording
Finally, many users historically registered for (and logged into) our applications through their Facebook profiles or their Apple IDs. While we have other methods that allow users to register for (and log into) our products, no assurances can be provided that users will use these other methods. Facebook, Apple and other platforms such as Google have broad discretion to change their terms and conditions in ways that could limit, eliminate or otherwise interfere with our ability to use them as a registration method or to allow them to use such data to gain a competitive advantage. Such changes in terms and conditions could materially adversely affect our business, financial condition and results of operations. Additionally, if security on any of these platforms is compromised, if our users are locked out from their accounts on any of these platforms, or if any of these platforms experiences an outage, our users may be unable to access our products. As a result, user growth and engagement on our service could be materially adversely affected, even if for a temporary period.
Current wording
Finally, many members historically registered for (and logged into) our applications using methods such as their Apple IDs. While we have other methods that allow members to register for (and log into) our products, no assurances can be provided that members will use these other methods. Platforms such as Apple have broad discretion to change their terms and conditions in ways that could limit, eliminate or otherwise interfere with our ability to use them as a registration method or to allow them to use such data to gain a competitive advantage. Such changes in terms and conditions could materially adversely affect our business, financial condition and results of operations. Additionally, if security on any of such platforms is compromised, if our members are locked out from their accounts on any of such platforms, or if any of such platforms experiences an outage, our members may be unable to log into our products. As a result, member growth and engagement on our service could be materially adversely affected, even if for a temporary period.
Previous wording
Our products depend on mobile app stores and other third parties such as data center service providers, as well as third-party cloud infrastructure and service providers, payment aggregators, computer systems, internet transit providers and other communications systems and service providers. Our mobile applications are almost exclusively accessed through and depend on the Apple App Store and the Google Play Store. While our mobile applications are generally free to download from these stores, we offer our users the opportunity to purchase subscriptions and certain à la carte features through these applications. We determine the prices at which these subscriptions and features are sold, subject to approval by Apple or Google, as relevant. Purchases of these subscriptions and features via our mobile applications are mainly processed through the in-app payment systems provided by Apple and Google. We pay Apple and Google, as applicable, a meaningful share (up to an equivalent of 30%) of the revenue we receive from transactions processed through in-app payment systems (Google reduced its in-app purchase fees for subscription payments to 15% as of January 1, 2022 and, in January 2025, we opted into Apple's EU terms which restructure our payments to Apple into a combination of in-app purchase fees and first install fees for some of our brands). If the Apple App Store or the Google Play Store were to experience an outage, or if either decided to exit a market, many of our users may be unable to access our apps, which could materially adversely affect our business, financial condition and results of operations.
Current wording
Our products depend on mobile app stores and other third parties such as data center service providers, as well as third-party cloud infrastructure and service providers, payment aggregators, computer systems, internet transit providers and other communications systems and service providers. Our mobile applications are almost exclusively accessed through and depend on the Apple App Store and the Google Play Store. While our mobile applications are generally free to download from these stores, we offer our members the opportunity to purchase subscriptions and certain à la carte features through these applications. We determine the prices at which these subscriptions and features are sold, subject to approval by Apple or Google, as relevant. Purchases of these subscriptions and features via our mobile applications are mainly processed through the in-app payment systems provided by Apple and Google. We pay Apple and Google, as applicable, a meaningful share (up to an equivalent of 30%) of the revenue we receive from transactions processed through in-app payment systems (Google reduced its in-app purchase fees for subscription payments to 15% as of January 1, 2022 and, in January 2025, we opted into Apple's EU terms which restructure our payments to Apple into a combination of in-app purchase fees and first install fees for some of our brands). If the Apple App Store or the Google Play Store were to experience an outage, or if either decided to exit a market, many of our members may be unable to access our apps, which could materially adversely affect our business, financial condition and results of operations.
Previous wording
Furthermore, both Apple and Google have broad discretion to make changes to their operating systems or payment services or change the manner in which their mobile operating systems function and their respective terms and conditions applicable to the distribution of our applications, including the amount of, and requirement to pay, certain fees associated with purchases required to be facilitated by Apple and Google through our applications, and to interpret their respective terms and conditions in ways that may limit, eliminate or otherwise interfere with our products, our ability to distribute our applications through their stores, our ability to update our applications, including to make bug fixes or other feature updates or upgrades, the features we provide, the manner in which we market our in-app products, our ability to access native functionality or other aspects of mobile devices, and our ability to access information about our users that they collect. To the extent either or both of them do so, our business, financial condition and results of operations could be materially adversely affected. For example, pursuant to Google’s policy whereby only Google Play’s in-app billing system could be used for transactions in its store, we were mandated to stop the provision of non-native payment options to our users on Android during 2021, which caused disruptions for users and led to a decline in Paying Users. Following industry pushback and country-specific regulations, Google has since introduced in certain markets the option for developers to offer users an alternative to Google Play’s billing system. Similarly, Apple has introduced country-specific billing policies following industry pushback and country-specific regulations. We actively explore billing options on a country-by-country basis. However, as these options may evolve following subsequent regulatory mandates or organically at Google’s or Apple’s behest, we need to be ready to continuously adapt to such changes. We may need to devote more resources and time in creating and managing separate app bundles for each country in which we want to offer alternative billing options, which could become burdensome, and/or we could become subject to higher commissions by major app store operators overall. Furthermore, changes to billing options may cause a disruption to the user journey, which could cause a decrease in Paying User conversion rates. Alternatively, choosing not to explore the various billing options could present a risk of missed opportunity. Any of the foregoing could materially adversely affect our business, financial condition and results of operations.
Current wording
Furthermore, both Apple and Google have broad discretion to make changes to their operating systems or payment services or change the manner in which their mobile operating systems function and their respective terms and conditions applicable to the distribution of our applications, including the amount of, and requirement to pay, certain fees associated with purchases required to be facilitated by Apple and Google through our applications, and to interpret their respective terms and conditions in ways that may limit, eliminate or otherwise interfere with our products, our ability to distribute our applications through their stores, our ability to update our applications, including to make bug fixes or other feature updates or upgrades, the features we provide, the manner in which we market our in-app products, our ability to access native functionality or other aspects of mobile devices, and our ability to access information about our members that they collect. To the extent either or both of them do so, our business, financial condition and results of operations could be materially adversely affected. For example, pursuant to Google’s policy whereby only Google Play’s in- app billing system could be used for transactions in its store, we were mandated to stop the provision of non-native payment options to our members on Android during 2021, which caused disruptions for members and led to a decline in paying users. Following industry pushback, country-specific regulations and court orders, Google has since introduced in certain markets the option for developers to offer users an alternative to Google Play’s billing system. Similarly, Apple has introduced country-specific billing policies following industry pushback, country-specific regulations and court orders. We actively explore billing options on a country-by-country basis. However, as these options may evolve following subsequent regulatory mandates or organically at Google’s or Apple’s behest, we need to be ready to continuously adapt to such changes. We devote resources and time in creating and managing separate app bundles for each country in which we want to offer alternative billing options, which could become burdensome, and/or we could become subject to higher commissions by major app store operators overall, which, in turn, could negatively affect our revenue margin. Furthermore, changes to billing options may cause a disruption to the member journey, which could cause a decrease in paying user conversion rates. Alternatively, choosing not to explore the various billing options could present a risk of missed opportunity. Any of the foregoing could materially adversely affect our business, financial condition and results of operations.
Previous wording
Our future success depends on the continuing efforts of our key employees and our ability to attract and retain highly skilled personnel and senior management and maintain our culture, including as a result of our recent restructuring.
Current wording
Our future success depends on the continuing efforts of our key employees and our ability to attract and retain highly skilled personnel and senior management and maintain our culture, including as a result of our restructuring.
Previous wording
We depend on the continued services and performance of our key personnel. If one or more of our executive officers or key employees were unable or unwilling to continue their employment with us, we might not be able to replace them easily, in a timely manner, or at all. The risk that competitors or other companies may poach our talent increases as we continue to build our brands and become more well-known. Our key personnel have been, and may continue to be, subject to poaching efforts by our competitors and other internet companies, including well-capitalized players in the social media and consumer internet space.
Current wording
We depend on the continued services and performance of our key personnel. If one or more of our executive officers or key employees were unable or unwilling to continue their employment with us, we might not be able to replace them easily, in a timely manner, or at all.
Previous wording
We recently announced that Lidiane Jones, our Chief Executive Officer, will transition out of her role and be replaced by Whitney Wolfe Herd, our Founder and Executive Chair, effective March 17, 2025. We also announced that Anu Subramanian, our Chief Financial Officer, is resigning effective March 14, 2025 and that Ronald J. Fior, who is currently serving as a consultant to the Company, will become our Interim Chief Financial Officer, effective March 15, 2025 (and remain a consultant, not an employee, of the Company as we continue our search for a permanent Chief Financial Officer). Additionally, our Chief Business Officer will depart the Company on March 28, 2025 and our Chief Technology Officer has indicated his intention to depart on June 30, 2025. More generally, during 2024 we experienced other significant changes in senior management and reduced our global workforce by approximately 30%. The loss of key personnel, including members of management as well as key engineering, product development, and marketing personnel, coupled with our reduction in workforce (and any potential future reductions in workforce), could disrupt our operations and negatively impact our ability to attract, integrate, retain and motivate employees, and have a material adverse effect on our business. In particular, it could adversely impact our internal control environment, distract employees and management, divert management attention from ongoing business activities and strategic objectives, negatively affect employee morale and damage the company culture. There can be no assurance that any of our other key personnel will remain with us, that the costs associated with retaining current key personnel and hiring new key personnel will be favorable or acceptable to us, or that new key personnel will be as successful as their predecessors.
Current wording
During 2025, we experienced significant changes in senior management and reduced our global workforce by approximately 30%. The loss of key personnel, including members of senior management and key employees in engineering, product development, and marketing, together with our workforce reductions (and any potential future reductions), could disrupt our operations and negatively impact our ability to attract, retain, and motivate employees, and have a material adverse effect on our business. These transitions may also require adjustments to compensation programs, create challenges for succession planning, and place increased pressure on remaining employees. Such impacts could adversely affect our internal control environment, distract employees and management, divert attention from ongoing business activities and strategic objectives, result in significant expenses related to the transition and severance payments, negatively affect employee morale, and damage our company culture. There can be no assurance that our key personnel will remain with us, that the costs associated with retaining current key personnel and hiring new key personnel will be favorable or acceptable to us, that new key personnel will be as successful as their predecessors, or that, generally, our restructuring efforts will generate their intended benefits to the extent or as quickly as anticipated.
Previous wording
Additionally, we believe that our culture and core values have been, and will continue to be, a key contributor to our success and our ability to foster the innovation, creativity and teamwork we believe we need to support our operations. If we fail to effectively manage our hiring needs and successfully integrate our new hires, or if we fail to effectively manage remote work arrangements, our efficiency and ability to meet our forecasts and our ability to maintain our culture, employee morale, productivity and retention could suffer, and our business, financial condition and results of operations could be materially adversely affected. Employee retention could also suffer if the company discontinued or curtailed its policy of allowing remote work arrangements.
Current wording
Additionally, if we fail to effectively manage our hiring needs and successfully integrate our new hires, or if we fail to effectively manage remote work arrangements, our efficiency and ability to meet our forecasts, our ability to foster the innovation, creativity and teamwork we believe we need to support our operations and our ability to maintain our culture, employee morale, productivity and retention could suffer, and our business, financial condition and results of operations could be materially adversely affected. Employee retention could also suffer if the company discontinued or curtailed its policy of allowing remote work arrangements.
Previous wording
Finally, effective succession planning is also important to our future success. If we fail to ensure the effective transfer of senior management knowledge and smooth transitions involving senior management across our various businesses, our ability to execute short and long term strategic, financial and operating goals, as well as our business, financial condition and results of operations generally, could be materially adversely affected.
Current wording
Finally, effective succession planning is also important to our future success. If we fail to ensure the effective transfer of senior management knowledge and smooth transitions involving senior management across our businesses, our ability to execute on our short- and long-term strategic, financial, and operational goals could be impaired, which may materially adversely affect our business, financial condition, and results of operations.
Previous wording
If we are not able to maintain the value and reputation of our brands, our ability to expand our base of users may be impaired, and our business and financial results may be harmed.
Current wording
If we are not able to maintain the value and reputation of our brands, our ability to expand our base of members may be impaired, and our business and financial results may be harmed.
Previous wording
We believe that our brands have significantly contributed to the success of our business. We also believe that maintaining, protecting and enhancing our brands is critical to expanding our base of users and, if we fail to do so, our business, financial condition and results of operations could be materially adversely affected. We believe that the importance of brand recognition will continue to increase, given the growing number of online dating and social connection sites and applications, or “apps,” and the low barriers to entry for companies offering online dating, social connection and other types of personal services. Many of our new users are referred by existing users. Maintaining our brands will depend largely on our ability to continue to provide useful, reliable, trustworthy and innovative products, which we may not do successfully.
Current wording
We believe that our brands have significantly contributed to the success of our business. We also believe that maintaining, protecting and enhancing the reputation of our brands is critical to expanding our base of members and, if we fail to do so, our business, financial condition and results of operations could be materially adversely affected. We believe that the importance of brand recognition will continue to increase, given the growing number of online dating and social connection sites and applications, or “apps,” and the low barriers to entry for companies offering online dating, social connection and other types of personal services. Many of our new members are referred by existing members. Maintaining the reputation of our brands will depend largely on our ability to continue to provide useful, reliable, trustworthy and innovative products, which we may not do successfully.
Previous wording
Further, we may experience media, legislative, or regulatory scrutiny of our actions or decisions regarding user privacy, encryption, content, advertising and other issues, which may materially adversely affect our reputation and brands. In addition, we may fail to respond expeditiously or appropriately to objectionable practices by users, or to otherwise address user concerns, which could erode confidence in our brands. Maintaining and enhancing our brands will require us to make substantial investments and these investments may not be successful.
Current wording
Further, we may experience media, legislative, or regulatory scrutiny of our actions or decisions regarding member privacy, encryption, content, advertising and other issues, which may materially adversely affect the value and reputation of our brands. In addition, we may fail to respond expeditiously or appropriately to objectionable practices by members, or to otherwise address member concerns, which could erode confidence in our brands. Maintaining and enhancing the reputation of our brands will require us to make substantial investments in our brands and these investments may not be successful.
Previous wording
Changes to our existing brands and products, or the introduction or acquisition of new brands or products, could fail to attract or retain users or generate revenue and profits.
Current wording
Changes to our existing brands and products, or the introduction or acquisition of new brands or products, could fail to attract or retain members or generate revenue and profits.
Previous wording
Our ability to retain, increase, and engage our user base and to increase our revenue depends heavily on our ability to continue to evolve our existing brands and products and to create successful new brands and products, both independently and in conjunction with developers or other third parties. We may introduce significant changes to our existing brands and products, or acquire or introduce new and unproven brands, products and product extensions, including using 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 products to support increasing usage as well as new lines of business, new products, new product extensions and other initiatives to generate revenue. There is no guarantee that investing in new lines of business, new products, new product extensions and other initiatives will succeed. If our new or enhanced brands, products or product extensions fail to engage users, marketers, or developers, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our investments, and our business may be materially adversely affected.
Current wording
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 and products and to create successful new brands and products, both independently and in conjunction with developers or other third parties. We may introduce significant changes to our existing brands and products, or acquire or introduce new and unproven brands, products and product extensions, including using 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 products to support increasing usage as well as new lines of business, products, product extensions and other initiatives to generate revenue. There is no guarantee that investing in new lines of business, products, product extensions and other initiatives will succeed. If our new or enhanced brands, products or product extensions or other initiatives fail to engage members, marketers, or developers, or if our business plans are unsuccessful, we may fail to attract or retain members or to generate sufficient revenue, operating margin, or other value to justify our investments, and our business may be materially adversely affected. New products may provide temporary increases in engagement, but this may ultimately fail to attract and retain members such that they may not produce the long-term benefits that we expect.
Previous wording
multiple, conflicting and changing laws, rules and regulations (including those intended to strengthen a government's control over the internet and to reduce its dependence on foreign companies and countries), and difficulties understanding and ensuring compliance with those laws by both our employees and our business partners, over whom we exert no control;
Current wording
•multiple, conflicting and changing laws, rules, regulations and enforcement practices (including those intended to strengthen a government's control over the internet and to reduce its dependence on foreign companies and countries), particularly in the case of intellectual property, privacy, data security, intermediary liability and consumer protection, and difficulties understanding and ensuring compliance with those laws by both our employees and our business partners, over whom we exert no control;
Previous wording
actions by governments or others to restrict access to or censor content on our platform, whether these actions are taken for political reasons, in response to decisions we make regarding governmental requests or content generated by our users, or otherwise;
Current wording
•actions by governments or others to restrict access to or censor content on our platform, whether these actions are taken for political reasons, in response to decisions we make regarding governmental requests or content generated by our members, or otherwise – in some jurisdictions, regulators or courts have the authority to restrict, throttle, or block access to online services for non-compliance with local laws or court orders;
Previous wording
limitations on the level of intellectual property protection;
Current wording
•limitations on the levels of intellectual property protection;
Previous wording
geopolitical tension (such as the conflicts in Eastern Europe or the Middle East) or social unrest and economic instability, particularly in countries in which we operate;
Current wording
•geopolitical tension (such as the conflicts in Eastern Europe or the Middle East and threatened or actual shifts in global alliances) or social unrest and economic instability, particularly in countries in which we operate;
Showing the first 40 of 127 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others without the relevant licenses or permissions in their work for us, we may be subject to claims that we or our employees or consultants have inadvertently or otherwise used or disclosed intellectual property, including inventions, trade secrets, software code or other proprietary information, of a former employer or other third parties. Litigation may be necessary to defend against these claims and if we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel.
Current report — wording carried from elsewhere
Further, at times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. Similarly, not every variation of a domain name or social media handle may be available or be registered by us, even if available. The occurrence of any of these events could result in the erosion of our brands and limit our ability to market our brands using our various domain names and social media handles, as well as impede our ability to effectively compete against competitors with similar technologies or products, any of which could materially adversely affect our business, financial condition and results of operations.
Current report — wording carried from elsewhere
(2)are not required to have a compensation committee that is composed entirely of independent directors; and
Current report — wording carried from elsewhere
We may experience operational and financial risks in connection with historical and future acquisitions if we are unable to:
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
we fail to combat inappropriate or abusive activity on our platform;
Previous report — wording carried elsewhere
compliance challenges due to different laws and regulatory environments, particularly in the case of intellectual property, privacy, data security, intermediary liability, and consumer protection;
Previous report — wording carried elsewhere
As we face increasing competition and develop new products, we expect the number of patent and other intellectual property claims against us may grow. There may be intellectual property or other rights held by others, including issued or pending patents, that cover significant aspects of our products and services, and we cannot be sure that we are not infringing or violating, and have not infringed or violated, any third-party intellectual property rights or that we will not be held to have done so or be accused of doing so in the future.
Previous report — wording carried elsewhere
The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact our business, or our ability to provide or the manner in which we provide our services, could require us to change certain aspects of our business and operations to ensure compliance, which could decrease demand for services, reduce revenues, increase costs and subject us to additional liabilities. For example, U.S. courts have frequently interpreted Title III of the Americans with Disabilities Act (the “ADA”) to require websites and web-based applications to be made fully accessible to individuals with disabilities. Though we have made enhancements to our products to improve accessibility, we may still become subject to claims that our apps are not fully compliant with the ADA, which may require us to make additional modifications to our products to provide enhanced or accessible services to, or make reasonable accommodations for, individuals, and could result in litigation, including class action lawsuits.
Previous report — wording carried elsewhere
While management has made progress towards remediating the material weakness, we cannot assure you that the measures we have taken will be sufficient to prevent future material weaknesses. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business and we may discover weaknesses in our disclosure controls and procedures and internal control over financial reporting in the future.