PAY on NYSE

Paymentus Holdings, Inc.

In its 2026 annual report the company says: “We are a leading provider of cloud-based bill payment technology and solutions. We deliver our next-generation product suite through a modern technology stack to a broad and diverse base of business and financial institution clients. Our platform was used by approximately 53 million consumers and businesses globally in December 2025 to pay their bills, make money movements and engage with our clients.”6 It is headquartered in Addison, Texas.1

$31.64 up 1.03 (3.38%)Price as of Oct 15, 2026 at 17:33 UTC

Last updated Oct 20, 2026.

Overview

$1.2BRevenue, fiscal 20253
$66.9MNet income, fiscal 20253

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  • TickerPAY on NYSE1
  • IndustryServices-Business Services, NEC1
  • HeadquartersAddison, Texas1
  • Incorporated inDE4
  • Business address15601 Dallas Parkway, Suite 600, Addison, Tx 750014
  • Filer categoryLarge accelerated filer4

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We are a leading provider of cloud-based bill payment technology and solutions. We deliver our next-generation product suite through a modern technology stack to a broad and diverse base of business and financial institution clients. Our platform was used by approximately 53 million consumers and businesses globally in December 2025 to pay their bills, make money movements and engage with our clients. We serve billers of all sizes that primarily provide non-discretionary services across a variety of industry verticals, including utilities, financial services, insurance, government, telecommunications, real estate management, education, consumer finance, healthcare, business to business (B2B) and small business. We also serve financial institutions by providing them with a modern platform that their customers use for bill payment, account-to-account transfers and person-to-person transfer…6 From its latest annual report

Financials

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

Key numbers, fiscal 2025

24.8%Gross margin3
6.3%Operating margin3
5.6%Net margin3
37.3%Revenue growth, 20253
11.9%Return on equity3
$161.8MFree cash flow3

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue75¢$900.2M
  • Research and development5¢$61.5M
  • Other costs13¢$149.6M
  • Income tax2¢$18.3M
  • Profit6¢$66.9M

Out of $1.2B in revenue.3

Where each dollar of operating cash went, fiscal 2025

  • Capital spending0¢$361.0K
  • Kept or used elsewhere100¢$161.8M

Out of $162.1M of cash from operations.3

Financial statements

Revenue789103$1.2B in 2025+407% since 2019
0$500.0M$1.0B$1.5B2019: $235.8M$235.8M20192020: $301.8M$301.8M2020+28%2021: $395.5M$395.5M2021+31%2022: $497.0M$497.0M2022+26%2023: $614.5M$614.5M2023+24%2024: $871.7M$871.7M2024+42%2025: $1.2B$1.2B2025+37%
Gross profit789103$296.3M in 2025+298% since 2019
0$100.0M$200.0M$300.0M2019: $74.4M$74.4M20192020: $92.6M$92.6M2020+24%2021: $121.4M$121.4M2021+31%2022: $149.7M$149.7M2022+23%2023: $182.3M$182.3M2023+22%2024: $238.2M$238.2M2024+31%2025: $296.3M$296.3M2025+24%
Operating income789103$75.5M in 2025+311% since 2019
-$20.0M0$20.0M$40.0M$60.0M$80.0M2019: $18.4M$18.4M20192020: $18.4M$18.4M2020+0%2021: $10.4M$10.4M2021−44%2022: -$3.0M-$3.0M20222023: $18.1M$18.1M20232024: $44.9M$44.9M2024+148%2025: $75.5M$75.5M2025+68%
Net income789103$66.9M in 2025+389% since 2019
-$20.0M0$20.0M$40.0M$60.0M$80.0M2019: $13.7M$13.7M20192020: $13.7M$13.7M2020+0%2021: $9.3M$9.3M2021−32%2022: -$513.0K-$513.0K20222023: $22.3M$22.3M20232024: $44.2M$44.2M2024+98%2025: $66.9M$66.9M2025+52%
Fiscal year20182019202020212022202320242025
Revenue$235.8M7$301.8M8$395.5M9$497.0M10$614.5M3$871.7M3$1.2B3
Cost of revenue$161.3M7$209.1M8$274.1M9$347.3M10$432.1M3$633.6M3$900.2M3
Gross profit$74.4M7$92.6M8$121.4M9$149.7M10$182.3M3$238.2M3$296.3M3
Research and development$17.9M7$24.5M8$34.1M9$41.2M10$44.2M3$51.3M3$61.5M3
Operating expenses$111.0M9$152.7M10$164.2M3$193.3M3$220.8M3
Operating income$18.4M7$18.4M8$10.4M9-$3.0M10$18.1M3$44.9M3$75.5M3
Income before tax$10.4M9-$1.3M10$25.1M3$53.9M3$85.3M3
Income tax$4.8M7$4.7M8$1.1M9-$795.0K10$2.8M3$9.8M3$18.3M3
Net income$13.7M7$13.7M8$9.3M9-$513.0K10$22.3M3$44.2M3$66.9M3
Earnings per share$0.097$0.088$0.069$0.0010$0.183$0.363$0.533
Earnings per share (diluted)$0.087$0.088$0.069$0.0010$0.183$0.353$0.523
Shares (weighted, basic)112.8M shares9122.1M shares10123.5M shares3124.4M shares3125.2M shares3
Shares (weighted, diluted)118.8M shares9122.1M shares10125.1M shares3127.7M shares3129.1M shares3

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Corporate structure

Paymentus Holdings, Inc. sits at the top of its group. 9 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Paymentus Holdings, Inc.

  • WASATCH ADVISORS LP Filed SCHEDULE 13G/A on Paymentus Holdings, Inc., latest Aug 3, 2026 (6 filings since Oct 7, 2025)
  • BlackRock Filed SCHEDULE 13G on Paymentus Holdings, Inc., latest Jul 29, 2026
  • Capital International Investors Filed SCHEDULE 13G/A on Paymentus Holdings, Inc., latest May 14, 2026 (10 filings since Feb 11, 2022)
  • Capital World Investors Filed SCHEDULE 13G on Paymentus Holdings, Inc., latest May 14, 2026 (5 filings since Feb 11, 2022)
  • Invesco Filed SCHEDULE 13G/A on Paymentus Holdings, Inc., latest May 6, 2026 (3 filings since Nov 6, 2025)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Paymentus Holdings, Inc., latest Mar 27, 2026 (5 filings since Feb 10, 2022)
  • DRIEHAUS CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Paymentus Holdings, Inc., latest Feb 17, 2026 (4 filings since May 15, 2025)
  • Accel-KKR Holdings GP, LLC Filed SCHEDULE 13G/A on Paymentus Holdings, Inc., latest Feb 13, 2026 (9 filings since Feb 14, 2022)
  • Dushyant Sharma Filed SCHEDULE 13G/A on Paymentus Holdings, Inc., latest Feb 13, 2026 (6 filings since Feb 14, 2022)
  • Franklin Templeton Investments Filed SCHEDULE 13G/A on Paymentus Holdings, Inc., latest Nov 4, 2025 (9 filings since Feb 4, 2022)
  • GIC Private Limited Filed SCHEDULE 13G/A on Paymentus Holdings, Inc., latest Aug 6, 2025 (4 filings since Dec 10, 2024)
  • NEXT CENTURY GROWTH INVESTORS LLC Filed SCHEDULE 13G/A on Paymentus Holdings, Inc., latest Feb 13, 2025 (3 filings since Nov 14, 2024)
  • Paymentus Holdings, Inc. Addison, Texas
    • Paxcom India Private Limited Subsidiary · India
    • Paymentus (Canada) Corporation Subsidiary · Nova Scotia, Canada
    • Paymentus Acquisition Corp. Subsidiary · Delaware, United States
    • Paymentus Corporation Subsidiary · Delaware, United States
    • Paymentus Financial, LLC Subsidiary · Delaware, United States
    • Paymentus Group, Inc. Subsidiary · Delaware, United States
    • PayVeris, LLC Subsidiary · Delaware, United States
    • PROFIT Financial, Inc. Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Paymentus Holdings, 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$8.8M3 Dec 31, 2025$8.3M3 Dec 31, 2024+6.5%
Accumulated depreciation$7.9M3 Dec 31, 2025$7.1M3 Dec 31, 2024+11.5%
Property and equipment, net$877.0K3 Dec 31, 2025$1.2M3 Dec 31, 2024−24.2%
Operating-lease assets (leased space)$6.4M3 Dec 31, 2025$7.8M3 Dec 31, 2024−18.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$320.9M3 Dec 31, 2025$205.9M3 Dec 31, 2024+55.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$131.8M3 Dec 31, 2025$131.8M3 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$12.0M3 Dec 31, 2025$19.1M3 Dec 31, 2024−37.2%
Finite-lived intangibles, gross$60.8M3 Dec 31, 2025$60.6M3 Dec 31, 2024+0.3%
Accumulated amortization$48.8M3 Dec 31, 2025$41.5M3 Dec 31, 2024+17.5%
Finite-lived intangibles, net$12.0M3 Dec 31, 2025$19.1M3 Dec 31, 2024−37.2%

Properties, in its own words

We are headquartered in Charlotte, North Carolina. We lease office space in Charlotte, North Carolina; Richmond Hill, Canada (part of the Greater Toronto Area); Dallas, Texas; Santa Clara, California; and in Gurugram, Mohali and Bengaluru, India. The table below sets forth certain information regarding these properties, all of which are leased.

Location · Type · Square Footage(approximate) · LeaseExpiration

The rest of Item 2

Charlotte, North Carolina · Corporate Headquarters · 26,700 · March 31, 2027

Richmond Hill, Canada · Office space · 56,000 · March 31, 2031

Richmond Hill, Canada · Office space · 4,050 · May 31, 2030

Dallas, Texas · Office space · 10,100 · March 15, 2027

Santa Clara, California · Office space · 3,900 · September 30, 2027

Gurugram, India · Office space · 19,800 · February 1, 2029

Mohali, Punjab, India · Office space · 12,000 · January 31, 2031

Mohali, Punjab, India · Office space · 4,850 · December 31, 2025(1)

Bengaluru, India · Office space · 6,000 · September 19, 2028

(1) Month to month lease of space in office building.

For leases that are scheduled to expire during the next 12 months, we may negotiate new lease agreements, renew existing lease agreements or relocate to alternate facilities. We believe that our facilities are adequate for our needs and believe that we should be able to renew any of the above leases or secure alternative suitable property without an adverse impact on our operations.

Item 2 of the 10-K filed Feb 24, 2026.6

Leadership

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

Chief executive

  1. Dushyant Sharma2021–now

Chair

  1. Dushyant Sharma2021–now

President

  1. Dushyant Sharma2021–now

Chief financial officer

  1. Matt Parson2021–2022
  2. Paul E. Seamon2022–2023
  3. Sanjay Kalra2023–now
2025
Board members and other officers (10)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • PROFIT Financial, Inc. Delaware5
  • Paxcom India Private Limited India5
  • PayVeris, LLC Delaware5
  • Paymentus (Canada) Corporation Nova Scotia, Canada5
  • Paymentus Acquisition Corp. Delaware5
  • Paymentus Corporation Delaware5
  • Paymentus Financial, LLC Delaware5
  • Paymentus Group, Inc. Delaware5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 3, 20268-K Completed an acquisition or sale29
  2. Aug 3, 20268-K Results of operations30
  3. Jul 23, 20268-K Executive or director change31
  4. Jul 23, 20268-K Shareholder vote32
  5. Jun 8, 20268-K Shareholder vote33
  6. May 4, 20268-K Results of operations34
  7. Apr 8, 20268-K Executive or director change35
  8. Mar 26, 20268-K Executive or director change36
  9. Mar 13, 20268-K Executive or director change37
  10. Feb 23, 20268-K Results of operations38
  11. Nov 3, 20258-K Results of operations39
  12. Aug 4, 20258-K Results of operations40
  13. May 25, 2021New chief executive Dushyant Sharma becomes CEO15

Calendar

Coming up

  1. Nov 2, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.15 a share, on Nov 3, 2025.41

When it reported results

  1. Aug 3, 2026Reported quarterly or annual results30
  2. May 4, 2026Reported quarterly or annual results34
  3. Feb 23, 2026Reported quarterly or annual results38
  4. Nov 3, 2025Reported quarterly or annual results39
  5. Aug 4, 2025Reported quarterly or annual results40
  6. May 5, 2025Reported quarterly or annual results42
  7. Mar 10, 2025Reported quarterly or annual results43
  8. Nov 12, 2024Reported 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

385 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 43 major events, 207 insider forms, 74 large holders, 41 other. The latest 20:

  1. Aug 28, 20264 EDGAR
  2. Aug 28, 20264 EDGAR
  3. Aug 28, 20264 EDGAR
  4. Aug 28, 20264 EDGAR
  5. Aug 28, 20264 EDGAR
  6. Aug 19, 20264 EDGAR
  7. Aug 19, 20264 EDGAR
  8. Aug 19, 20264 EDGAR
  9. Aug 19, 20264 EDGAR
  10. Aug 19, 20264 EDGAR
  11. Aug 18, 20264 EDGAR
  12. Aug 18, 20264 EDGAR
  13. Aug 18, 20264 EDGAR
  14. Aug 6, 20264 EDGAR
  15. Aug 6, 20264 EDGAR
  16. Aug 5, 2026144 EDGAR
  17. Aug 4, 2026144 EDGAR
  18. Aug 4, 2026144 EDGAR
  19. Aug 4, 202610-Q EDGAR
  20. Aug 3, 20268-K/A EDGAR

The 385 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

54 open-market trades by officers, directors and large owners since October 2021: 1 buys and 53 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 5, 2026Kalra SanjaySVP and CFOSale2,909$40.26$117.1KForm 4
Aug 4, 2026Kalra SanjaySVP and CFOSale25,000$41.21$1.0MForm 4
Aug 4, 2026Trainor GaryDirectorSale80,000$40.79$3.3MForm 4
Jul 29, 2026Trainor GaryDirectorSale40,000$35.12$1.4MForm 4
Jul 28, 2026Trainor GaryDirectorSale40,000$33.12$1.3MForm 4
May 16, 2025Kalra SanjaySVP and CFOSale25,000$40.02$1.0MForm 4
May 15, 2025OBEROI ARUNDirectorSale4,415$38.06$168.0KForm 4
May 12, 2025INGRAM WILLIAMDirectorSale11,409$38.01$433.7KForm 4
Mar 12, 2025DAVIDS JODY RDirectorSale14,000$29.22$409.0KForm 4
Feb 18, 2025Kalra SanjaySVP and CFOSale15,794$31.99$505.2KForm 4
Feb 18, 2025Gerber Andrew A.General Counsel and SecretarySale3,070$31.98$98.2KForm 4
Dec 4, 2024Gerber Andrew A.General Counsel and SecretarySale34,272$37.36$1.3MForm 4
Nov 18, 2024Kalra SanjaySVP and CFOSale15,654$34.21$535.4KForm 4
Nov 18, 2024Gerber Andrew A.General Counsel and SecretarySale2,816$34.61$97.5KForm 4
Aug 16, 2024Kalra SanjaySVP and CFOSale15,835$23.43$371.0KForm 4
Aug 16, 2024Gerber Andrew A.General Counsel and SecretarySale1,523$23.59$35.9KForm 4
Jun 21, 2024Gerber Andrew A.General Counsel and SecretarySale5,576$18.85$105.1KForm 4
May 16, 2024Gerber Andrew A.General Counsel and SecretarySale1,575$18.81$29.6KForm 4
Mar 8, 2024Kalra SanjaySVP and CFOSale33,547$18.85$632.4KForm 4
Mar 7, 2024Kalra SanjaySVP and CFOSale32,308$18.41$594.8KForm 4

All 54 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
2025Dushyant Sharma57$371.3K$35.6M60
2025Sanjay Kalra53$530.5K$3.3M60
2025Gerasimos (Jerry) Portocalis61$445.6K$3.1M60
2025Andrew Gerber$362.0K$1.2M60

SEC filer profile

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

  • Name on EDGARPaymentus Holdings, Inc.1
  • CIK0001841156
  • Employer ID (EIN)45-31882516
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsDecember 311
  • Industry code (SIC)7389 Services-Business Services, NEC1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address15601 Dallas Parkway, Suite 600, Addison, TX 750011
  • Phone(888) 440-48261
  • Shares outstanding62,862,265 Common Class A shares; 62,853,326 Common Class B shares as of Feb 19, 20266
  • Public float$1.4B as of Jun 30, 20256
  • AuditorPricewaterhouseCoopers LLP, Charlotte, North Carolina PCAOB ID 238; it also attests to the company’s internal control over financial reporting6
  • On EDGAR sinceFeb 12, 20211
  • Filings431 in all: 4 (209), 8-K (45), SCHEDULE 13G/A (35), 144 (25), SC 13G/A (21), 10-Q (16), 3 (16), SC 13G (14)1
    All 27 form types

    SCHEDULE 13G (7), S-8 (6), 10-K (5), DEF 14A (5), ARS (4), CORRESP (4), UPLOAD (3), 8-K/A (2), DRS/A (2), DRSLTR (2), S-1/A (2), 424B4 (1), 8-A12B (1), CERT (1), DEFA14A (1), DRS (1), EFFECT (1), PRE 14A (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Feb 24, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Apr 22, 2026
    Latest 8-K (8-K) Aug 3, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.0001 per sharePAYNew York Stock Exchange

From the cover page of the 10-K filed Feb 24, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Paymentus Holdings, Inc. names in Item 1A of its 10-K filed Feb 24, 2026: 47 risks under these headings, as written.6

  • Risks Related to Our Business, Industry and Growth
  • Our historical growth rate may not be sustainable or indicative of our future growth, and a failure to attract and retain billers and financial institutions could materially harm our business.
  • We rely on partnerships for a portion of our revenue; if we fail to establish, grow or maintain them, our ability to compete and our operating results will be impaired.
  • If we cannot manage our infrastructure to support future growth and effectively manage our expanding operations, our business and reputation could be harmed.
  • Our ability to maintain profitability is uncertain due to expected increases in costs that may not be offset by revenue growth or expected benefits from investments.
  • Our sales efforts to large enterprises are complex, costly and unpredictable, which could cause our results to fluctuate.
  • Economic risks and inflationary pressures could negatively affect our financial performance, and we may not be able to adjust our pricing accordingly.
  • The market in which we operate is competitive, and if we cannot compete effectively, our business, operating results and financial condition could be harmed.
  • Fluctuations in our operating results and shifts in payment mix make forecasting difficult; inability to accurately meet our forecasts could cause our stock price to decline.
  • We depend on third-party payment processors, sponsor banks, and printers; service interruptions from these providers could harm our business.
  • Our use of artificial intelligence (AI) and machine learning (ML) presents specific risks that could harm our business and reputation.
  • We operate in an innovative and evolving market, and slow or unexpected development could negatively impact our revenue.
The other 36 risks
  • Our risk management efforts may be ineffective against fraudulent activities, exposing us to material financial losses, liability and reputational harm.
  • If we lose our founder and chief executive officer or other key management, or cannot attract and retain qualified executives and employees, our business may be harmed.
  • Failure to provide high-quality customer support could damage our reputation and business, or negatively impact our profitability.
  • If our transaction fees are unacceptable to clients or consumers, our financial condition and growth could be harmed.
  • Failure to meet our service level commitments could lead to credits, refunds or contract terminations, adversely affecting our revenue and financial condition.
  • International expansion exposes us to a variety of operational, regulatory and financial risks.
  • Acquisitions and strategic investments could be difficult to identify and integrate, divert management, disrupt our business and dilute stockholder value.
  • Failure to maintain and enhance our brand could adversely affect our business and financial condition.
  • We may require additional capital to support growth, and it may not be available on favorable terms, if at all.
  • Adverse developments in the financial services industry, including events involving liquidity, defaults or non-performance, could adversely affect our business.
  • Widespread health issues or pandemics, natural disasters or man-made problems could materially harm our business operations.
  • Future litigation, investigations or similar matters could adversely affect our business and result in substantial costs.
  • Risks Related to Regulation
  • Failure to comply with extensive and evolving financial services, anti-corruption and other laws could materially harm our business.
  • We are required to comply with payment network operating rules, and changes to these rules or associated fees could harm our business.
  • Actual or perceived failure to comply with data privacy, data protection and information security laws could result in litigation, fines and reputational harm.
  • Our and our clients' communications with consumers are subject to laws regulating telephone and email marketing, and non-compliance could lead to significant penalties.
  • We are subject to laws regarding anti-money laundering, counter-terror financing, anti-corruption, export control and trade sanctions, and non-compliance could result in civil or criminal liability.
  • The requirements of being a public company may strain our resources, result in more litigation, and divert management's attention.
  • Although remediated, we have previously identified material weaknesses in internal control over financial reporting; any future failure to maintain effective controls could harm our business and stock price.
  • Changes in our effective tax rate or tax liability may adversely affect our operating results.
  • Risks Related to Our Technology and Intellectual Property
  • If our platform fails to interoperate with third-party software and technologies, or if those systems have performance issues, our solutions will be less effective and our business could be harmed.
  • Interruptions or delays in services provided by third-party cloud-based data centers or internet service providers could impair platform delivery, damage our reputation and expose us to liability.
  • Software defects, undetected errors or performance problems in our technology, including open source software, could damage client relations, harm our reputation and expose us to liability.
  • Failure to obtain, maintain, protect or enforce our intellectual property rights could impair our competitive position and harm our business.
  • We may become involved in costly and time-consuming intellectual property disputes, which could subject us to significant liability.
  • Our platform depends on intellectual property and technology licensed from or made available by third parties in some cases, and the loss of access to such intellectual property and technology or the inability to obtain acceptable license terms could harm our business.
  • Any real or perceived improper or unauthorized use, disclosure or access to the sensitive and personal data we process could harm our reputation and materially adversely affect our business and financial condition.
  • Risks Related to Our Class A Common Stock
  • The market price of our Class A common stock may be volatile, or decline steeply, and we may not be able to meet investor or analyst expectations.
  • Future issuances or sales of a substantial number of shares, or the perception that they could occur, could cause our stock price to decline.
  • The dual class structure of our common stock and our stockholders agreement have the effect of concentrating voting control with AKKR and our founder and chief executive officer, which limits or precludes your ability to influence corporate matters for the foreseeable future and may depress the market price of our Class A common stock.
  • AKKR controls us, and its interests may conflict with ours or yours in the future.
  • Our certificate of incorporation contains provisions renouncing our interest and expectation to participate in certain corporate opportunities identified by, or presented to, AKKR or its affiliates, which could create conflicts of interest and have a material adverse effect on our business, results of operations, financial condition and prospects if attractive corporate opportunities are allocated by AKKR to itself, its affiliates or third parties instead of to us.
  • If securities or industry analysts publish inaccurate or unfavorable research about us or change their recommendations regarding our Class A common stock, or if we fail to meet or exceed our earnings guidance, the market price or trading volume of our Class A common stock could decline.
  • We may elect to take advantage of the "controlled company" exemption to the corporate governance rules for New York Stock Exchange-listed companies, which could make our Class A common stock less attractive to some investors or otherwise harm our stock price.
  • Anti-takeover provisions in our charter documents or applicable state law could make an acquisition of us difficult, limit attempts by our stockholders to replace management, and depress the market price of our Class A common stock.
  • Our bylaws designate exclusive forums for certain legal disputes, which could limit a stockholder's choice of judicial forum.

Legal proceedings

From time to time, we are involved in legal proceedings and subject to claims that arise in the ordinary course of our business, which may include claims relating to contractual disputes, product liability, tort or personal injury, employment, intellectual property or other commercial or regulatory matters. In addition, if current or future government regulations are interpreted, adopted or enforced in a manner adverse to our business, we may be subject to investigations, enforcement actions, penalties, damages, material limitations on our business, and reputational harm. Furthermore, we may become subject to stockholder inspection demands under Delaware law and derivative or other similar litigation. From time to time as appropriate, we accrue liabilities related to legal claims in our financial statements. Although the results of legal proceedings and claims cannot be predicted with certainty, we believe we are not currently party to any legal proceedings which, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results or financial condition.

The opening of Item 3, Legal Proceedings.6

Sources

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