Private company

Couchbase, Inc.

Logo: Mel.G - Couchbase, Public domain, via Wikimedia Commons5

American software company

Couchbase, Inc. is an American public software company that provides a unified, AI-ready developer data platform for mission-critical applications across cloud, on-premises, mobile and edge environments. The firm develops and supports Couchbase Server, Couchbase Capella (its fully-managed database-as-a-service), and Couchbase Mobile & Edge, including Couchbase Lite, an embedded database for offline-first apps. Headquartered in San Jose, California, it has additional offices in Austin, Bengaluru, Tel Aviv, Singapore, and London.3 Wikipedia text CC BY-SA 4.0

Last updated Oct 20, 2026.

Overview

$209.5MRevenue, fiscal 20256
-$74.7MNet income, fiscal 20256
2011Founded1
  • IndustryServices-Prepackaged Software1
  • HeadquartersMountain View1
  • Websitewww.couchbase.com
  • Incorporated inDE7
  • Business address3155 Olsen Drive, San Jose, Ca 951177
  • Filer categoryLarge accelerated filer7
  • Legal formCorporation4
  • LEI5493004VX52ODFMQLF074
  • StatusActive4
  • LEI statusIssued and current4
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 45897504

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3250 Olcott Street, Santa Clara
Photo: Ixfd64, CC BY-SA 4.0, via Wikimedia Commons9

Couchbase, Inc. is an American public software company that provides a unified, AI-ready developer data platform for mission-critical applications across cloud, on-premises, mobile and edge environments. The firm develops and supports Couchbase Server, Couchbase Capella (its fully-managed database-as-a-service), and Couchbase Mobile & Edge, including Couchbase Lite, an embedded database for offline-first apps.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

88.1%Gross margin6
-37.6%Operating margin6
-35.6%Net margin6
16.3%Revenue growth, 20256
-58.5%Return on equity6
-$18.8MFree cash flow6

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue12¢$25.0M
  • Research and development34¢$70.6M
  • Other costs54¢$112.1M
  • Income tax1¢$1.8M

Out of $209.5M in revenue.6 The company lost money this year.

Financial statements

Revenue1011126$209.5M in 2025+154% since 2020
0$100.0M$200.0M$300.0M2020: $82.5M$82.5M20202021: $103.3M$103.3M2021+25%2022: $123.5M$123.5M2022+20%2023: $154.8M$154.8M2023+25%2024: $180.0M$180.0M2024+16%2025: $209.5M$209.5M2025+16%
Gross profit1011126$184.5M in 2025+147% since 2020
0$50.0M$100.0M$150.0M$200.0M2020: $74.7M$74.7M20202021: $91.7M$91.7M2021+23%2022: $108.8M$108.8M2022+19%2023: $134.6M$134.6M2023+24%2024: $158.0M$158.0M2024+17%2025: $184.5M$184.5M2025+17%
Operating income1011126-$78.7M in 2025+159% since 2020
-$100.0M-$75.0M-$50.0M-$25.0M02020: -$30.3M-$30.3M20202021: -$33.1M-$33.1M2021+9%2022: -$56.3M-$56.3M2022+70%2023: -$69.3M-$69.3M2023+23%2024: -$84.5M-$84.5M2024+22%2025: -$78.7M-$78.7M2025−7%
Net income1011126-$74.7M in 2025+155% since 2020
-$100.0M-$75.0M-$50.0M-$25.0M02020: -$29.3M-$29.3M20202021: -$40.0M-$40.0M2021+37%2022: -$58.2M-$58.2M2022+46%2023: -$68.5M-$68.5M2023+18%2024: -$80.2M-$80.2M2024+17%2025: -$74.7M-$74.7M2025−7%
Fiscal year2019202020212022202320242025
Revenue$82.5M10$103.3M11$123.5M12$154.8M6$180.0M6$209.5M6
Cost of revenue$7.8M10$11.6M11$14.8M12$20.3M6$22.1M6$25.0M6
Gross profit$74.7M10$91.7M11$108.8M12$134.6M6$158.0M6$184.5M6
Research and development$31.7M10$39.0M11$51.6M12$57.8M6$64.1M6$70.6M6
Operating expenses$165.0M12$203.9M6$242.5M6$263.2M6
Operating income-$30.3M10-$33.1M11-$56.3M12-$69.3M6-$84.5M6-$78.7M6
Interest$4.7M10$7.0M10$656.0K12$101.0K12$43.0K12
Income before tax-$57.2M12-$67.5M6-$78.8M6-$72.9M6
Income tax$766.0K10$1.0M11$1.0M12$1.0M6$1.4M6$1.8M6
Net income-$29.3M10-$40.0M11-$58.2M12-$68.5M6-$80.2M6-$74.7M6
Earnings per share-$5.3310-$7.7111-$2.3712-$1.536-$1.706-$1.456
Earnings per share (diluted)-$5.3310-$7.7111-$2.3712-$1.536-$1.706-$1.456
Shares (weighted, basic)25.8M shares1244.8M shares647.2M shares651.3M shares6
Shares (weighted, diluted)25.8M shares1244.8M shares647.2M shares651.3M shares6

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Corporate structure

Couchbase, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Couchbase, Inc.

  • Haveli Investments, L.P. Filed SCHEDULE 13D/A on Couchbase, Inc., latest Sep 25, 2025 (4 filings since Mar 27, 2025)
  • EVR Research LP Filed SCHEDULE 13G/A on Couchbase, Inc., latest Aug 14, 2025 (5 filings since Dec 12, 2022)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Couchbase, Inc., latest Jul 29, 2025 (5 filings since Feb 9, 2023)
  • Hood River Capital Management LLC Filed SCHEDULE 13G/A on Couchbase, Inc., latest May 15, 2025 (2 filings since Feb 14, 2025)
  • Solel Partners LP Filed SC 13G/A on Couchbase, Inc., latest Nov 14, 2024 (2 filings since Feb 14, 2024)
  • BlackRock Filed SC 13G/A on Couchbase, Inc., latest Nov 8, 2024 (2 filings since Oct 22, 2024)
  • GPI Capital Gemini HoldCo LP Filed SC 13G/A on Couchbase, Inc., latest May 14, 2024 (4 filings since Feb 14, 2022)
  • BAMCO INC /NY/ Filed SC 13G/A on Couchbase, Inc., latest Feb 14, 2024 (2 filings since Feb 14, 2023)
  • Accel X LP Filed SC 13G/A on Couchbase, Inc., latest Feb 12, 2024 (3 filings since Feb 14, 2022)
  • North Bridge Venture Management VI, L.P. Filed SC 13G/A on Couchbase, Inc., latest Feb 9, 2024 (2 filings since Feb 14, 2023)
  • WEST RIM CAPITAL ASSOCIATES II, L.P. Filed SC 13G/A on Couchbase, Inc., latest Feb 9, 2024 (2 filings since Feb 11, 2022)
  • Mayfield XIII, a Cayman Islands Exempted Limited Partnership Filed SC 13G/A on Couchbase, Inc., latest Feb 8, 2023 (2 filings since Feb 10, 2022)
  • Couchbase, Inc. San Jose, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Couchbase, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$21.5M6 Jan 31, 2025$17.4M6 Jan 31, 2024+23.6%
Accumulated depreciation$14.3M6 Jan 31, 2025$12.0M6 Jan 31, 2024+18.4%
Property and equipment, net$7.2M6 Jan 31, 2025$5.3M6 Jan 31, 2024+35.4%
Operating-lease assets (leased space)$3.9M6 Jan 31, 2025$4.8M6 Jan 31, 2024−18.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$30.5M6 Jan 31, 2025$41.4M6 Jan 31, 2024−26.2%
Marketable securities, current$116.6M6 Jan 31, 2025$112.3M6 Jan 31, 2024+3.9%
Debt securities available for sale$116.6M6 Jan 31, 2025$112.3M6 Jan 31, 2024+3.9%

Properties, in its own words

Our corporate headquarters is in Santa Clara, California, where we currently lease approximately 46,000 square feet under a lease agreement that expires in March 2025. Following the expiration of the lease, the Company entered into a short-term lease for the same location which expires in May 2025. On August 1, 2024, the Company entered into a lease agreement by and between the Company and SR Winchester, LLC (the "One Santana Lease"). The One Santana Lease commenced in September 2024 and will be held as the Company’s new headquarters. The term of the One Santana Lease is 96 months. We also lease facilities in the United States in Austin, Texas, as well as internationally in Tel Aviv, Israel, Bangalore, India and London and Manchester, United Kingdom. We lease all of our facilities and do not own any real property.

We believe that our facilities are suitable to meet our current needs. However, we intend to procure suitable additional or alternative space should it be needed as we add employees and enter new geographic markets, and we believe that suitable additional or alternative space will be available as needed to accommodate any such growth. We expect to incur additional expenses in connection with such new or expanded facilities.

Item 2 of the 10-K filed Mar 25, 2025.15

The story

NorthScale was founded in 2009, and in March 2010 announced $5 million in funding from Accel Partners and North Bridge Venture Partners.

Original officers listed were James Phillips, Steve Yen and Dustin Sallings, who were involved in the development of memcached.

In May 2010, a $10 million investment led by the Mayfield Fund was announced for NorthScale, and Bob Wiederhold replaced Phillips as chief executive.

Some time later in 2010, NorthScale was renamed Membase, Incorporated.

CouchOne Inc. was also founded in 2009 as Relaxed, in Berkeley, California. It developed and provided commercial support for the Apache CouchDB open source project, a document database.

Initial funding was $2 million, including investor Redpoint Ventures.

Couchbase, Inc. was created through the merger of Membase and CouchOne in February 2011. The merged company aimed to build an easily scalable, high-performance document-oriented database system, marketed with the term NoSQL.

In August 2011, a $14 million funding was led by Ignition Partners.

Read the full text

In October 2011, DoCoMo Capital announced an investment of $1 million was part of that round.

In August, 2013, another round of $25 million was led by Adams Street Partners.

A round of $60 million in June, 2014, included new investor WestSummit.

A round of $30 million in March, 2016, was reported as giving a reduced valuation to the company.

Peter Finter became chief marketing officer in September 2016. Matt Cain replaced Bob Wiederhold as CEO in April 2017.

The company raised funding from Accel Partners, North Bridge Venture Partners, Mayfield Fund, Redpoint Ventures, Ignition Partners, and others. Couchbase completed its initial public offering on July 21, 2021, and is listed on the NASDAQ under the ticker symbol BASE.

Recognition include the 2012 Infoworld Bossie award, Dataweek 2012 award, Always-On Global award, VentureWire's 50 FASTTech companies GigaOM's Structure 50 list and the Gartner cool vendor award.

From Wikipedia’s article on Couchbase, Inc., shared under CC BY-SA 4.0.8

Leadership

Who has led Couchbase, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Matthew M. Cain2021–now

Chair

  1. Matthew M. Cain2023–now

President

  1. Matthew M. Cain2021–now

Chief financial officer

  1. Gregory N. Henry2021–now
201520202025
Board members and other officers (13)

Products and brands

  • Couchbase Lite
  • Couchbase Server

Listed on Wikidata.1

Timeline

  1. Sep 24, 20258-K Entered a material agreement; Ended a material agreement; Completed an acquisition or sale31
  2. Sep 17, 20258-K Other events32
  3. Sep 10, 20258-K Shareholder vote; Other events33
  4. Sep 3, 20258-K Results of operations34
  5. Aug 7, 20258-K Other events35
  6. Jun 20, 20258-K Entered a material agreement36
  7. Jun 3, 20258-K Results of operations; Shareholder vote37
  8. Feb 25, 20258-K Results of operations; Executive or director change38
  9. Dec 3, 20248-K Results of operations39
  10. Sep 4, 20248-K Results of operations40
  11. Aug 7, 20248-K Entered a material agreement; New debt or obligation41
  12. Jun 5, 20248-K Results of operations; Bylaws or fiscal year changed; Shareholder vote42
  13. Jul 21, 2021New chief executive Matthew M. Cain becomes CEO16
  14. 2011Founded Founded1

Calendar

When it reported results

  1. Sep 3, 2025Reported quarterly or annual results34
  2. Jun 3, 2025Reported quarterly or annual results37
  3. Feb 25, 2025Reported quarterly or annual results38
  4. Dec 3, 2024Reported quarterly or annual results39
  5. Sep 4, 2024Reported quarterly or annual results40
  6. Jun 5, 2024Reported quarterly or annual results42
  7. Mar 5, 2024Reported quarterly or annual results43
  8. Dec 6, 2023Reported quarterly or annual results44

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

483 filings to the SEC since October 2021: 4 annual reports, 12 quarterly reports, 32 major events, 297 insider forms, 35 large holders, 103 other. The latest 20:

  1. Oct 6, 202515-12G EDGAR
  2. Sep 25, 2025SCHEDULE 13D/A EDGAR
  3. Sep 24, 20254 EDGAR
  4. Sep 24, 20254 EDGAR
  5. Sep 24, 20254 EDGAR
  6. Sep 24, 20254 EDGAR
  7. Sep 24, 20254 EDGAR
  8. Sep 24, 20254 EDGAR
  9. Sep 24, 20254 EDGAR
  10. Sep 24, 20254 EDGAR
  11. Sep 24, 20254 EDGAR
  12. Sep 24, 20254 EDGAR
  13. Sep 24, 20254 EDGAR
  14. Sep 24, 20254 EDGAR
  15. Sep 24, 20254 EDGAR
  16. Sep 24, 2025S-8 POS EDGAR
  17. Sep 24, 2025S-8 POS EDGAR
  18. Sep 24, 2025S-8 POS EDGAR
  19. Sep 24, 2025S-8 POS EDGAR
  20. Sep 24, 2025S-8 POS EDGAR

The 483 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

134 open-market trades by officers, directors and large owners since October 2021: 1 buys and 133 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 2, 2025Cain Matthew MChair, President & CEOSale17,669$24.38$430.8KForm 4
Aug 29, 2025Cain Matthew MChair, President & CEOSale5,542$24.39$135.2KForm 4
Aug 18, 2025Cain Matthew MChair, President & CEOSale12,357$24.35$300.9KForm 4
Jul 31, 2025Cain Matthew MChair, President & CEOSale5,542$24.26$134.4KForm 4
Jul 15, 2025Cain Matthew MChair, President & CEOSale12,357$24.30$300.3KForm 4
Jun 30, 2025Cain Matthew MChair, President & CEOSale5,542$24.37$135.1KForm 4
Jun 25, 2025Owen HuwSVP & Chief Revenue OfficerSale15,873$24.28$385.4KForm 4
Jun 20, 2025Carey William RobertInterim CFO & CAOSale1,321$25.00$33.0KForm 4
Jun 20, 2025Owen HuwSVP & Chief Revenue OfficerSale10,716$24.44$261.9KForm 4
Jun 20, 2025Christensen Lynn MDirectorSale167$24.44$4.1KForm 4
Jun 20, 2025Cain Matthew MChair, President & CEOSale63,600$24.25$1.5MForm 4
Jun 17, 2025Christensen Lynn MDirectorSale7,933$20.01$158.7KForm 4
Jun 17, 2025Cain Matthew MChair, President & CEOSale7,833$20.01$156.7KForm 4
Jun 4, 2025Carey William RobertInterim CFO & CAOSale2,300$19.50$44.9KForm 4
Jun 2, 2025Carpenter Carol W.DirectorSale900$17.88$16.1KForm 4
May 1, 2025Carpenter Carol W.DirectorSale900$17.83$16.0KForm 4
Apr 1, 2025Carpenter Carol W.DirectorSale900$15.76$14.2KForm 4
Mar 28, 2025Owen HuwSVP & Chief Revenue OfficerSale15,938$15.43$245.9KForm 4
Mar 20, 2025Chow MargaretSVP & Chief Legal OfficerSale12,915$14.00$180.8KForm 4
Mar 3, 2025Chow MargaretSVP & Chief Legal OfficerSale10,082$17.48$176.2KForm 4

All 134 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Matthew M. CainChair, President and Chief Executive Officer47$535.0K$8.7M57
2025Greg HenrySenior Vice President and Chief Financial Officer$445.0K$3.8M57
2025Huw OwenSenior Vice President and Chief Revenue Officer48$465.6K$3.2M57
2025Margaret ChowSenior Vice President and Chief Legal Officer42$375.0K$2.1M57
2024Matthew M. CainChair, President and Chief Executive Officer47$510.0K$10.9M57
2024Greg HenrySenior Vice President and Chief Financial Officer$425.0K$5.4M57
2024Huw OwenSenior Vice President and Chief Revenue Officer48$462.5K$3.0M57
2023Huw OwenSenior Vice President and Chief Revenue Officer48$511.7K$7.3M57
2023Greg HenrySenior Vice President and Chief Financial Officer$400.0K$3.4M57
2023Matthew M. CainChair, President and Chief Executive Officer47$485.0K$1.8M57

SEC filer profile

How Couchbase, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCouchbase, Inc.2
  • CIK0001845022
  • Employer ID (EIN)26-357698715
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company15
  • Incorporated inDelaware15
  • Fiscal year endsJanuary 312
  • Industry code (SIC)7372 Services-Prepackaged Software2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address3155 Olsen Drive, San Jose, CA 951172
  • Phone65041775002
  • Shares outstanding55,254,037 as of Aug 29, 202514
  • Public float$873.9M as of Jul 31, 202415
  • AuditorPricewaterhouseCoopers LLP, San Jose, California PCAOB ID 238; it also attests to the company’s internal control over financial reporting15
  • On EDGAR sinceFeb 10, 20212
  • Filings537 in all: 4 (298), 144 (69), 8-K (32), 3 (21), SC 13G/A (18), 10-Q (13), DEFA14A (12), SC 13G (10)2
    All 38 form types

    S-8 (7), S-8 POS (7), 10-K (4), DEF 14A (4), DRS/A (4), 4/A (3), ARS (3), CORRESP (3), SCHEDULE 13D/A (3), SCHEDULE 13G/A (3), DRSLTR (2), SCHEDULE 13G (2), UPLOAD (2), 15-12G (1), 25-NSE (1), 3/A (1), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), DEFM14A (1), DEFR14A (1), DRS (1), EFFECT (1), PRE 14A (1), PREM14A (1), S-1 (1), S-1/A (1), S-1MEF (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 25, 2025
    Quarterly report (10-Q) Sep 4, 2025
    Proxy statement (DEF 14A) Apr 16, 2025
    Latest 8-K (8-K) Sep 24, 2025

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.00001 per shareBASENasdaq Global Select Market

From the cover page of the 10-K filed Mar 25, 2025 (Section 12(b) of the Exchange Act).15

Risk factors and legal proceedings

The risks Couchbase, Inc. names in Item 1A of its 10-K filed Mar 25, 2025: 59 risks under these headings, as written.15

  • Risks Related to Our Industry and Business
  • We have a history of net losses and may not achieve or maintain profitability in the future.
  • We may not continue to grow on pace with historical rates.
  • If we fail to manage our growth effectively, our brand, business, financial condition and results of operations could be adversely affected.
  • We face intense competition and if we are unable to compete effectively, our business, financial condition and results of operations would be adversely affected.
  • We may fail to cost-effectively acquire new customers or obtain renewals, upgrades or expansions from our existing customers, which would adversely affect our business, financial condition and results of operations.
  • The market for our products and services is highly competitive and evolving, and our future success depends on the growth and expansion of this market.
  • If we fail to innovate in response to changing customer needs, new technologies or other market requirements, our business, financial condition and results of operations could be harmed.
  • We have a limited operating history, which makes it difficult to predict our future results of operations.
  • Our future results of operations and key business metrics fluctuate significantly, and if we fail to meet the expectations of analysts or investors, the market price of our common stock and the value of your investment could decline substantially.
  • We recognize a significant portion of revenue from subscriptions over the term of the relevant subscription period, and as a result, downturns or upturns in sales are not immediately reflected in full in our results of operations.
  • We depend on our sales force, and we may fail to attract, retain, motivate or train our sales force, which could adversely affect our business, financial condition and results of operations.
The other 48 risks
  • Our sales strategy to target larger enterprises involves risks that may not be present or that are present to a lesser extent with respect to smaller enterprises, such as long and unpredictable sales cycles and sales efforts that require considerable time and expense, particularly in the current macroeconomic environment.
  • If we are not able to maintain and enhance our brand, especially among enterprise architects, application developers and other key functions that support them, our business and results of operations may be adversely affected.
  • Real or perceived errors, failures or bugs in our products or interruptions or performance problems associated with our technology and infrastructure could adversely affect our growth prospects, business, financial condition and results of operations.
  • Our ability to maintain and increase sales with our existing customers depends, in part, on the quality of our customer support, and our failure to offer high-quality support would harm our reputation and adversely affect our business and results of operations.
  • Our international operations and planned continued international expansion subject us to additional costs and risks, which could adversely affect our business, financial condition and results of operations.
  • We track certain key business metrics with internal systems and tools and do not independently verify such metrics. Certain of these metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.
  • We depend on our management team and other highly skilled personnel, and we may fail to attract, retain, motivate or integrate highly skilled personnel, which could adversely affect our business, financial condition and results of operations.
  • Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.
  • We may require additional capital, which may not be available on terms acceptable to us, or at all.
  • Future debt obligations could materially and adversely affect our business, financial condition or results of operations.
  • We may be unable to make acquisitions and investments or successfully integrate acquired companies and assets into our business, and our acquisitions and investments may not meet our expectations, any of which could adversely affect our business, financial condition and results of operations.
  • Use of AI, including in our products and services, combined with an evolving regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business.
  • Our business could be adversely affected by economic downturns.
  • We face fluctuations in currency exchange rates, which could adversely affect our financial condition and results of operations.
  • Our business could be adversely affected by pandemics, natural disasters, political crises or other unexpected events.
  • Risks Related to Our Dependence on Third Parties
  • If we are unable to maintain successful relationships with our partners, our business, financial condition and results of operations could be harmed.
  • We rely on third-party service providers for many aspects of our business, and any failure to maintain these relationships could harm our business.
  • Certain estimates and information we refer to publicly are based on information from third-party sources and we do not independently verify the accuracy or completeness of the data contained in such sources or the methodologies for collecting such data, and any real or perceived inaccuracies in such estimates and information may harm our reputation and adversely affect our business.
  • Risks Related to Our Open Source and Intellectual Property
  • Our use of third-party open source software in our solutions, the availability of core portions of our source code on an open source or source available basis and contributions to our open source projects could negatively affect our ability to sell our products and provide our services, subject us to possible litigation and allow third parties to access and use software and technology that we use in our business, all of which could adversely affect our business and results of operations.
  • Our distribution and licensing model could negatively affect our ability to monetize and protect our intellectual property rights.
  • Because of the rights accorded to third parties under open source licenses, there may be fewer technology barriers to entry in the markets in which we compete and it may be relatively easy for new and existing competitors, some of whom may have greater resources than we have, to compete with us.
  • We could incur substantial costs in obtaining, maintaining, protecting, defending and enforcing our intellectual property rights and any failure to obtain, maintain, protect, defend or enforce our intellectual property rights could reduce the value of our software and brand.
  • We have been and may in the future become subject to intellectual property disputes which may be costly to defend, subject us to significant liability, require us to pay significant damages and limit our ability to use certain technologies.
  • Risks Related to Our Legal and Regulatory Environment
  • If our security measures, or those of our service providers or customers, are breached or unauthorized parties otherwise obtain access to our or our customers’ data or software, our products and services may be perceived as
  • not being secure, customers may reduce or terminate their use of our products and services and we may face claims, litigation, regulatory investigations, significant liability and reputational damage.
  • If we are not able to comply with, or are perceived to not comply with U.S. and foreign laws, rules, regulations, industry standards, contractual obligations and other requirements relating to data protection, information security and privacy, our business, financial condition and results of operations could be harmed.
  • Any future litigation against us could be costly and time-consuming to defend.
  • Indemnity provisions in various agreements to which we are party potentially expose us to substantial liability for intellectual property infringement, misappropriation or other violation and other losses.
  • A portion of our revenue is generated by sales to heavily regulated organizations, which are subject to a number of challenges and risks.
  • Failure to comply with anti-bribery, anti-corruption, anti-money laundering and similar laws could subject us to penalties and other adverse consequences.
  • We are subject to governmental export control, trade sanctions and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.
  • Our international operations may subject us to greater than anticipated tax liabilities.
  • Changes in tax laws could materially affect our financial condition, results of operations and cash flows.
  • Our ability to use our net operating losses may be limited.
  • Adverse outcomes in tax audits or changes in our effective tax rate or tax liability may have an adverse effect on our results of operations.
  • Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes and we could be subject to liability with respect to past or future sales, which could adversely affect our results of operations.
  • Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the U.S.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
  • We are obligated to maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.
  • Risks Related to Ownership of Our Common Stock and Governance Matters
  • Operating as a public company has and will require us to incur substantial costs and will require substantial management attention.
  • The concentration of our outstanding common stock will limit your ability to influence the outcome of important transactions, including a change in control.
  • The market price of our common stock may continue to be volatile, and you could lose all or part of your investment.
  • Sales of substantial amounts of shares of our common stock in the public market, or the perception that such sales might occur, could cause the market price of our common stock to decline or impair our ability to raise capital through the sale of additional equity securities.
  • The issuance of additional stock in connection with financings, acquisitions, investments, our equity compensation plans or otherwise will dilute all other stockholders.
  • Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our common stock.
  • Our amended and restated bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.
  • If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our common stock adversely, the market price and trading volume of our common stock could decline.
  • We do not intend to pay dividends for the foreseeable future.

Legal proceedings

From time to time, we are subject to legal proceedings and claims that arise in the ordinary course of business, as well as governmental and other regulatory investigations and proceedings. In addition, third parties. from time to time, assert claims against us in the form of letters and other communications. We are not currently a party to any legal proceedings that, if determined adversely to us, would, in our opinion, have a material and adverse effect on our business, financial condition, results of operations or cash flows. Future litigation may be necessary to defend ourselves, our partners and our customers, to determine the scope, enforceability and validity of third-party intellectual property and proprietary rights or to establish our intellectual property and proprietary rights. The results of any current or future litigation cannot be predicted with certainty and there can be no assurances that favorable outcomes will be obtained, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management attention and resources and other factors.

The opening of Item 3, Legal Proceedings.15

Sources

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