WOOF on Nasdaq

Petco Health & Wellness Company, Inc.

Petco Health & Wellness Company, Inc. is a leading pet specialty retailer focused on improving the lives of pets.1 It is headquartered in San Diego, California.1 Its shares trade on Nasdaq under the symbol WOOF.1

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Last updated Oct 20, 2026.

Overview

$6.0BRevenue, fiscal 20262
$9.1MNet income, fiscal 20262

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  • TickerWOOF on Nasdaq1
  • IndustryRetail-Retail Stores, NEC1
  • HeadquartersSan Diego, California1
  • Incorporated inDE3
  • Business address10850 Via Frontera, San Diego, Ca 921273
  • Filer categoryAccelerated filer3

Founded in 1965, Petco is a leading pet specialty retailer focused on improving the lives of pets, pet parents, and our own Petco partners. Building on more than 60 years of service to pets and the people who love and care for them, we serve our customers as a fully-integrated, omnichannel provider of pet products, services, and solutions. Our ecosystem provides our customers with a comprehensive offering of products and services to fulfill all their pets’ needs through our approximately 1,400 pet care centers across the United States and Puerto Rico, our digital channel, and our flexible fulfillment options. Additionally, we operate approximately 150 pet care centers in Mexico and 2 in Chile through a joint venture.4 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 2026

38.7%Gross margin2
2.0%Operating margin2
0.2%Net margin2
-2.5%Revenue growth, 20262
0.8%Return on equity2
1.28×Debt to equity2
$187.0MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue61¢$3.7B
  • Selling, general and admin37¢$2.2B
  • Other costs2¢$105.1M
  • Income tax0¢$6.3M
  • Profit0¢$9.1M

Out of $6.0B in revenue.2

Where each dollar of operating cash went, fiscal 2026

  • Capital spending40¢$127.1M
  • Kept or used elsewhere60¢$187.0M

Out of $314.1M of cash from operations.2

Financial statements

Revenue56782$6.0B in 2026+34% since 2020
0$2.0B$4.0B$6.0B$8.0B2020: $4.4B$4.4B20202021: $4.9B$4.9B2021+11%2022: $5.8B$5.8B2022+18%2023: $6.0B$6.0B2023+4%2024: $6.3B$6.3B2024+4%2025: $6.1B$6.1B2025−2%2026: $6.0B$6.0B2026−3%
Gross profit56782$2.3B in 2026+21% since 2020
0$1.0B$2.0B$3.0B2020: $1.9B$1.9B20202021: $2.1B$2.1B2021+11%2022: $2.4B$2.4B2022+15%2023: $2.4B$2.4B2023+0%2024: $2.4B$2.4B2024−3%2025: $2.3B$2.3B2025−1%2026: $2.3B$2.3B2026−1%
Operating income56782$120.4M in 2026+9% since 2020
-$1.5B-$1.0B-$500.0M0$500.0M2020: $110.6M$110.6M20202021: $194.4M$194.4M2021+76%2022: $266.1M$266.1M2022+37%2023: $225.6M$225.6M2023−15%2024: -$1.2B-$1.2B20242025: $7.1M$7.1M20252026: $120.4M$120.4M2026+1608%
Net income56782$9.1M in 2026
-$1.5B-$1.0B-$500.0M0$500.0M2020: -$95.9M-$95.9M20202021: -$26.5M-$26.5M2021−72%2022: $164.4M$164.4M20222023: $90.8M$90.8M2023−45%2024: -$1.3B-$1.3B20242025: -$101.8M-$101.8M2025−92%2026: $9.1M$9.1M2026
Fiscal year20192020202120222023202420252026
Revenue$4.4B5$4.9B6$5.8B7$6.0B8$6.3B2$6.1B2$6.0B2
Cost of revenue$2.5B5$2.8B6$3.4B7$3.6B8$3.9B2$3.8B2$3.7B2
Gross profit$1.9B5$2.1B6$2.4B7$2.4B8$2.4B2$2.3B2$2.3B2
Selling, general and admin$1.8B5$1.9B6$2.2B7$2.2B8$2.3B2$2.3B2$2.2B2
Operating income$110.6M5$194.4M6$266.1M7$225.6M8-$1.2B2$7.1M2$120.4M2
Interest$253.0M5$219.1M6$77.4M7$101.6M7$150.9M7
Income before tax$202.4M7$112.3M8-$1.3B2-$109.3M2$15.3M2
Income tax-$35.7M5-$3.3M6$53.5M7$35.3M8-$27.6M2-$7.5M2$6.3M2
Net income-$95.9M5-$26.5M6$164.4M7$90.8M8-$1.3B2-$101.8M2$9.1M2
Earnings per share-$0.465-$0.136$0.627$0.348-$4.782-$0.372$0.032
Earnings per share (diluted)-$0.465-$0.136$0.627$0.348-$4.782-$0.372$0.032
Shares (weighted, basic)264.3K shares7265.5M shares8267.5M shares2273.4M shares2279.6M shares2
Shares (weighted, diluted)265.3K shares7266.0M shares8267.5M shares2273.4M shares2286.1M shares2

Compare Petco Health & Wellness Company, Inc. with another company

Corporate structure

Petco Health & Wellness Company, 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 Petco Health & Wellness Company, Inc.

  • CANADA PENSION PLAN INVESTMENT BOARD Filed SC 13G/A on Petco Health & Wellness Company, Inc., latest Feb 14, 2024 (2 filings since Feb 14, 2022)
  • Scooby Aggregator, LP Filed SC 13G/A on Petco Health & Wellness Company, Inc., latest Feb 14, 2024 (2 filings since Feb 10, 2022)
  • Petco Health & Wellness Company, Inc. San Diego, California

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Petco Health & Wellness Company, 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$2.4B2 Jan 31, 2026$2.3B2 Feb 1, 2025+5.0%
Accumulated depreciation$1.7B2 Jan 31, 2026$1.5B2 Feb 1, 2025+11.8%
Property and equipment, net$656.1M2 Jan 31, 2026$725.4M2 Feb 1, 2025−9.6%
Finance-lease assets$6.9M2 Jan 31, 2026$10.1M2 Feb 1, 2025−31.6%
Operating-lease assets (leased space)$1.3B2 Jan 31, 2026$1.3B2 Feb 1, 2025−1.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$256.7M2 Jan 31, 2026$165.8M2 Feb 1, 2025+54.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$980.1M2 Jan 31, 2026$980.1M2 Feb 1, 20250%
Trademarks and trade names (indefinite-lived)$1.0B2 Jan 31, 2026$1.0B2 Feb 1, 20250%

Inventory

ItemLatestA year beforeChange
Inventory, total$590.2M2 Jan 31, 2026$653.3M2 Feb 1, 2025−9.7%

Properties, in its own words

The Company’s headquarters is located in San Diego, California and comprises a total of approximately 257,000 square feet, and is under a long-term lease. The Company also leases facilities for corporate functions in San Antonio, Texas and Querétaro, Mexico.

We lease all of our distribution center locations and all of our approximately 1,400 pet care centers in the U.S. and Puerto Rico. The original lease term for pet care centers is generally ten years, with certain leases being shorter or longer, and many of these leases contain renewal options. The vast majority of pet care center leases, excluding renewal options, expire at various dates over the next ten years. Our pet care centers are generally located at sites co-anchored by strong destination stores. Most leases also require payment of property taxes, utilities, common area maintenance, and insurance as additional rent expenses. Furthermore, for certain leases, if annual sales exceed specified amounts, we also pay percentage rent as an additional rent expense.

Item 2 of the 10-K filed Mar 13, 2026.4

Leadership

Who has led Petco Health & Wellness Company, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (34)

Former names

  • PET Acquisition LLCOct 2, 2020 to Jan 11, 20213

Timeline

  1. Sep 2, 20268-K Results of operations; Regulation FD disclosure53
  2. Aug 3, 20268-K Executive or director change; Regulation FD disclosure54
  3. Jul 17, 20268-K Executive or director change55
  4. Jul 1, 20268-K Executive or director change; Shareholder vote56
  5. Jun 3, 20268-K Results of operations; Regulation FD disclosure57
  6. Mar 11, 20268-K Results of operations; Regulation FD disclosure58
  7. Feb 2, 20268-K Entered a material agreement; New debt or obligation59
  8. Feb 2, 20268-K Executive or director change; Regulation FD disclosure60
  9. Jan 23, 20268-K Regulation FD disclosure61
  10. Jan 21, 20268-K Regulation FD disclosure62
  11. Jan 12, 20268-K Regulation FD disclosure63
  12. Nov 25, 20258-K Results of operations; Regulation FD disclosure64
  13. Jul 30, 2024New chief executive Joel D. Anderson becomes CEO13
  14. Jan 13, 2021New chief executive Ron Coughlin becomes CEO14

Calendar

Coming up

  1. Nov 24, 2026Reports results for the quarter ending Oct/2026 A year earlier it reported $0.03 a share, on Nov 25, 2025.65

When it reported results

  1. Sep 2, 2026Reported quarterly or annual results53
  2. Jun 3, 2026Reported quarterly or annual results57
  3. Mar 11, 2026Reported quarterly or annual results58
  4. Nov 25, 2025Reported quarterly or annual results64
  5. Aug 28, 2025Reported quarterly or annual results66
  6. Jun 5, 2025Reported quarterly or annual results67
  7. Mar 26, 2025Reported quarterly or annual results68
  8. Dec 5, 2024Reported quarterly or annual results69

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

Filings

416 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 62 major events, 292 insider forms, 4 large holders, 38 other. The latest 20:

  1. Sep 24, 20264 PRIMARY DOCUMENT EDGAR
  2. Sep 9, 20264 PRIMARY DOCUMENT EDGAR
  3. Sep 9, 20264 PRIMARY DOCUMENT EDGAR
  4. Sep 9, 20264 PRIMARY DOCUMENT EDGAR
  5. Sep 9, 20264 PRIMARY DOCUMENT EDGAR
  6. Sep 4, 2026S-8 EDGAR
  7. Sep 4, 202610-Q EDGAR
  8. Sep 2, 20268-K EDGAR
  9. Aug 7, 20263 PRIMARY DOCUMENT EDGAR
  10. Aug 3, 20268-K EDGAR
  11. Jul 17, 20268-K EDGAR
  12. Jul 10, 20264 PRIMARY DOCUMENT EDGAR
  13. Jul 9, 2026144 EDGAR
  14. Jul 9, 20264 PRIMARY DOCUMENT EDGAR
  15. Jul 8, 2026144 EDGAR
  16. Jul 7, 2026144 EDGAR
  17. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  18. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  19. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  20. Jul 2, 20264 PRIMARY DOCUMENT EDGAR

The 416 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

15 open-market trades by officers, directors and large owners since October 2021: 8 buys and 7 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 9, 2026May HollyChief Human Resources OfficerSale200,000$2.54$508.0KForm 4
Jul 8, 2026May HollyChief Human Resources OfficerSale150,000$2.55$382.5KForm 4
Jul 7, 2026May HollyChief Human Resources OfficerSale100,000$2.55$255.0KForm 4
Mar 13, 2026Venezia Patrick JChief Revenue OfficerSale102,029$3.42$348.9KForm 4
Dec 1, 2025Venezia Patrick JChief Revenue OfficerSale74,192$3.08$228.5KForm 4
Mar 31, 2025Anderson Joel DChief Executive OfficerBuy849,541$3.03$2.6MForm 4
Mar 28, 2025Anderson Joel DChief Executive OfficerBuy736,547$2.91$2.1MForm 4
May 29, 2024Breitner CameronDirectorBuy750,000$3.14$2.4MForm 4
Dec 1, 2023BRIGGS GARY SDirectorBuy30,000$3.33$99.9KForm 4
Mar 28, 2023COUGHLIN RONCEO & ChairmanBuy61,040$8.27$504.8KForm 4
Oct 20, 2022Tichy JustinChief Operating OfficerSale6,500$9.85$64.0KForm 4
Jul 7, 2022Tichy JustinChief Operating OfficerSale6,500$15.74$102.3KForm 4
Jan 10, 2022Nuzzo MichaelSee RemarksBuy4,340$18.00$78.1KForm 4
Jan 10, 2022COUGHLIN RONCEO & ChairmanBuy23,290$17.21$400.8KForm 4
Dec 6, 2021LaRose BrianChief Financial OfficerBuy5,125$19.45$99.7KForm 4

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
2025Joel Anderson61$1.3M$14.4M72
2025Michael Romanko60$791.5K$6.3M72
2025Sabrina Simmons63$812.9K$6.2M72
2025Jack Stout$500.0K$3.1M72
2025Joe Venezia62$700.0K$2.4M72
2025Holly May44$648.1K$2.2M72
2025Brian LaRose$169.6K$959.5K72
2024Chief Executive Officer$675.0K$18.3M72
2024Chief Human Resources Officer$625.0K$6.0M72
2024Former Chief Financial Officer$700.0K$2.9M72
2024Chief Revenue Officer$148.1K$2.0M72
2023Former Chief Financial Officer$713.5K$1.7M72

SEC filer profile

How Petco Health & Wellness Company, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPetco Health & Wellness Company, Inc.1
  • CIK0001826470
  • Employer ID (EIN)81-10059324
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsJanuary 301
  • Industry code (SIC)5990 Retail-Retail Stores, NEC1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address10850 Via Frontera, San Diego, CA 921271
  • Phone1-858-453-78451
  • Shares outstanding246,564,864 Common Class A shares; 37,790,781 Common Class B One shares; 37,790,781 Common Class B Two shares as of Mar 11, 20264
  • Public float$262.0M as of Aug 1, 20254
  • AuditorErnst & Young LLP, San Diego, California PCAOB ID 42; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceOct 2, 20201
  • Filings525 in all: 4 (313), 8-K (72), 3 (36), 10-Q (17), 144 (9), CORRESP (9), DEFA14A (7), UPLOAD (7)1
    All 28 form types

    10-K (6), DEF 14A (6), S-8 (6), 8-K/A (4), ARS (4), SD (4), 4/A (3), 424B4 (2), DRS (2), DRS/A (2), DRSLTR (2), EFFECT (2), S-1 (2), S-1/A (2), SC 13G (2), SC 13G/A (2), 3/A (1), 8-A12B (1), CERT (1), PRE 14A (1)

  • Latest filingsAnnual report (10-K) Mar 13, 2026
    Quarterly report (10-Q) Sep 4, 2026
    Proxy statement (DEF 14A) May 14, 2026
    Latest 8-K (8-K) Sep 2, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.001 per shareWOOFThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 13, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Petco Health & Wellness Company, Inc. names in Item 1A of its 10-K filed Mar 13, 2026: 69 risks under these headings, as written.4

  • Risks Related to Our Business
  • A decline in consumer spending or a change in consumer preferences or demographics could reduce our sales or profitability and adversely affect our business.
  • The growth of our business depends in part on our ability to accurately predict consumer trends, successfully introduce new products and services, improve existing products and services, and expand into new offerings.
  • Our continued success is substantially dependent on positive perceptions of Petco, including our owned or exclusive brands.
  • Competition in the markets in which we operate, including internet-based competition, is strong and if we are unable to compete effectively, our ability to generate sales may suffer and our operating income and net income could decline.
  • We may be unable to execute our growth strategies successfully or manage and sustain our growth and, as a result, our business may be adversely affected.
  • We have, at times, experienced difficulties recruiting and retaining skilled veterinarians due to shortages that could disrupt our business.
  • We face various risks as an e-commerce retailer.
  • If we fail to generate or obtain sufficient capital to finance our growth strategies, we may be unable to sustain our growth and our business may be adversely affected.
  • We depend on key personnel, and if we lose the services of any of our executive officers, we may not be able to run our business effectively.
  • The loss of any of our key merchandise vendors, or of any of our exclusive distribution arrangements with certain of our vendors, could negatively impact our business.
  • We face various risks related to health epidemics, pandemics, and similar outbreaks, which may materially and adversely affect our business, financial position, results of operations, and cash flows.
The other 58 risks
  • A disruption, malfunction, or increased costs in the operation, expansion, or replenishment of our distribution centers or our supply chain would affect our ability to deliver to our locations and e-commerce customers or increase our expenses, which could harm our sales and profitability.
  • We occasionally seek to grow our business through acquisitions of, or investments in, new or complementary businesses, products, or services, or through strategic ventures, and the failure to successfully identify these opportunities, manage and integrate these acquisitions, investments, or alliances, or to achieve an adequate return on these investments, could have an adverse effect on us.
  • Our reputation and business may be harmed if our or our vendors’ computer network security or any of the databases containing customer, employee, or other personal information maintained by us or our third-party providers is compromised, which could materially adversely affect our results of operations.
  • If our information systems or infrastructure or those of our vendors fail to perform as designed or are interrupted for a significant period of time, our business could be adversely affected.
  • Negative publicity arising from claims that we do not properly care for animals we handle or sell could adversely affect how we are perceived by the public and reduce our sales and profitability.
  • Our international operations and evolving foreign trade policy may result in additional market risks, which may adversely affect our business.
  • Our quarterly operating results may fluctuate due to the timing of expenses, new pet care center openings, pet care center closures, and other factors.
  • Pet consumables safety, quality, and health concerns could adversely affect our business.
  • Restrictions imposed in reaction to outbreaks of animal diseases or health epidemics, pandemics, and similar outbreaks, could have a material adverse effect on our business, financial condition, and results of operations.
  • Fluctuations in the prices and availability of certain commodities, such as grains and meat protein, could materially adversely affect our operating results.
  • Our real estate leases generally obligate us for long periods, which subjects us to various financial risks.
  • Failure to attract and retain quality employees and experienced management personnel could adversely affect our performance.
  • Labor disputes may have an adverse effect on our operations.
  • Claims under our insurance plans and policies may differ from our estimates, which could adversely affect our results of operations.
  • Resistance from veterinarians to authorize prescriptions or attempts/efforts on their part to discourage pet owners from purchasing from us could cause our sales to decrease and could adversely affect our financial condition and results of operations.
  • Our results may be adversely affected by serious disruptions or catastrophic events, including public health issues, geopolitical events, and severe weather.
  • Inventory loss and theft may negatively affect the business.
  • Inflation has adversely impacted, and is expected to continue to adversely impact, our financial condition and results of operations.
  • We use artificial intelligence in our business, and challenges with properly managing its use could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations.
  • We may not achieve some or all of the expected benefits of certain actions we have undertaken to enhance profitability and drive performance and such actions may adversely affect our business.
  • Risks Related to Legal and Regulatory Matters
  • Our operations are subject to extensive governmental regulation, and we may incur material liabilities under, or costs in order to comply with, existing or future laws and regulations. Our failure to comply with such laws and regulations may result in enforcements, recalls, and other adverse actions that could disrupt our operations and adversely affect our financial results.
  • Failure to comply with governmental regulations or the expansion of existing or the enactment of new laws or regulations applicable to our veterinary services could adversely affect our business and our financial condition or lead to fines, litigation, or our inability to offer veterinary products or services in certain states.
  • Regulation of the sale of pet insurance is subject to change, and future regulations could harm our business, operating results, and financial condition.
  • We are subject to risks related to online payment methods and our Petco Pay promotional financing program.
  • Our marketing programs, e-commerce initiatives, and use of personal information are governed by an evolving set of laws and enforcement trends, and changes in privacy laws or trends, or our failure to comply with existing or future laws, could substantially harm our business and results of operations.
  • We face the risk of litigation resulting from unauthorized text messages and/or telephone calls made in violation of the Telephone Consumer Protection Act and its state law equivalents.
  • Product recalls and product liability, as well as changes in product safety and other consumer protection laws, may adversely impact our operations, merchandise offerings, reputation, financial condition, results of operations, and cash flows.
  • Failure to establish, maintain, protect, and enforce our intellectual property and proprietary rights or prevent third parties from making unauthorized use of our technology or our brand could harm our competitive position or require us to incur significant expenses to enforce our rights.
  • We may be subject to intellectual property infringement claims or other allegations, which could result in substantial damages and diversion of management’s efforts and attention.
  • We are party to routine litigation arising in the ordinary course of our business and may become involved in additional litigation, all of which requires time and attention from certain members of management and can result in significant legal expenses.
  • We are subject to environmental, health, and safety laws and regulations that could result in costs to us.
  • We may fail to comply with various state or federal regulations covering the dispensing and/or administration of prescription pet medications, including controlled substances, through our veterinary services businesses, which may subject us to reprimands, sanctions, probations, fines, or suspensions.
  • Our initiatives related to sustainability, and our public statements and disclosures regarding them, expose us to numerous risks.
  • Risks Related to Our Indebtedness
  • Our substantial indebtedness could adversely affect our cash flows and prevent us from fulfilling our obligations under existing debt agreements.
  • The agreements governing our indebtedness include restrictive covenants that limit our operating flexibility, which could harm our long-term interests.
  • Despite current indebtedness levels, we may incur substantial additional indebtedness in the future. This could further increase the risks associated with our substantial leverage.
  • To service our indebtedness, we require a significant amount of cash. Our ability to generate or access cash depends on many factors beyond our control.
  • Our failure to comply with the covenants contained in the Indenture, Term Loan Credit Agreement and ABL Credit Agreement, including as a result of events beyond our control, could result in an event of default that could cause repayment of our debt to be accelerated.
  • The amount of borrowings permitted under the ABL Revolving Credit Facility may fluctuate significantly, which may adversely affect our liquidity, results of operations, and financial position.
  • Our variable rate indebtedness subjects us to interest rate risk, which has caused, and may continue to cause, our indebtedness service obligations to increase significantly.
  • We will need to repay or refinance borrowings under the ABL Revolving Credit Facility prior to maturity of the First Lien Term Loan and Senior Secured Notes. Failure to do so could have a material adverse effect upon us.
  • Risks Related to Our Class A Common Stock
  • Our Sponsors have significant influence over us, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote.
  • We are a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. Accordingly, the holders of our Class A common stock do not have the same protections as those afforded to stockholders of companies that are subject to such governance requirements.
  • Certain of our directors have relationships with our Sponsors, which may cause conflicts of interest with respect to our business.
  • Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management, and may adversely affect the market price of our stock.
  • Since we have no current plans to pay regular cash dividends on our Class A common stock, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.
  • We are a holding company with nominal net worth and will depend on dividends and distributions from our subsidiaries to pay any dividends.
  • The multi-class structure of our common stock may adversely affect the trading market for our Class A common stock.
  • Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and the federal district courts as the exclusive forum for Securities Act claims, which could limit our stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with us or our directors, officers, other employees, or agents.
  • A ratings downgrade or other negative action by a ratings organization could adversely affect the trading price of the shares of our Class A common stock.
  • General Risk Factors
  • Our operating results and share price may be volatile, and the market price of our Class A common stock may drop.
  • Your percentage ownership in us may be diluted by future issuances of capital stock, which could reduce your influence over matters on which stockholders vote.
  • A significant portion of our total outstanding shares may be sold into the market, which could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.
  • If securities or industry analysts adversely change their recommendations regarding our shares, or if our results of operations do not meet their expectations, our share price and trading volume could decline.
  • If our operating and financial performance in any given period does not meet the guidance that we have provided to the public or the expectations of our investors and analysts, our Class A common stock price may decline.
  • If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may be unable to accurately report our financial results, prevent fraud, or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.
  • Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.
  • Additional impairments of the carrying value of our goodwill or other intangible assets could adversely affect our financial condition and results of operations.

Legal proceedings

We are involved in the legal proceedings described in Note 14, Commitments and Contingencies, in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, and we are subject to other claims and litigation arising in the ordinary course of business. The outcome of any litigation is inherently uncertain, and if decided adversely to us, or if we determine that settlement of particular litigation is appropriate, we may be subject to liability that could have a material adverse effect on our business. We believe that there are no pending lawsuits or claims that, individually or in the aggregate, may have a material effect on our business, financial condition or results of operations.

The opening of Item 3, Legal Proceedings.4

Sources

The numbers on this page point here. Each one links to the record it came from.

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