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beginning on or after January 1, 2026. In addition, the authorities in these jurisdictions could review our tax 
returns  and  impose  additional  tax,  interest,  and  penalties,  and  the  authorities  could  claim  that  various 
withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available 
to us or our subsidiaries, any of which would harm us and our results of operations.

Our  business,  financial  condition,  and  results  of  operations  may  be  adversely  affected  if  we 
are required to collect sales or other related taxes for subscriptions to our models, platform, 
and applications in jurisdictions where we have not historically done so.

We collect sales tax in a number of jurisdictions. Sales, use, value added, digital service, and similar tax laws 
and rates vary by jurisdiction. One or more states or countries may seek to impose incremental or new sales, 
use, or other tax collection obligations on us. A successful assertion by a state, country, or other jurisdiction that 
we  should  have  been  or  should  be  collecting  additional  sales,  use,  or  other  taxes  could,  among  other  things, 
result  in  substantial  tax  payments,  create  significant  administrative  burdens  for  us,  discourage  potential 
customers from subscribing to our models, platform, and applications due to the incremental cost of any such 
sales  or  other  related  taxes,  or  otherwise  harm  our  business,  financial  condition,  and  results  of  operations. 
Further, certain jurisdictions in which we operate have enacted a digital services tax, which is generally a tax on 
gross  revenue  generated  from  users  or  customers  located  in  those  jurisdictions,  and  other  jurisdictions  are 
considering enacting similar laws. Any successful action by taxing authorities to compel us to collect and remit 
sales,  use,  value  added,  digital  service,  and  similar  tax  laws,  either  retroactively,  prospectively,  or  both,  may 
adversely affect our business, financial condition, and results of operations.

Our ability to use our net operating loss carryforwards and certain other tax attributes may 
be limited.

We have incurred substantial net operating losses (“NOLs”) during our history. In general, under Sections 382 
and  383  of  the  Internal  Revenue  Code  of  1986,  as  amended  (the  “Code”),  a  corporation  that  undergoes  an 
“ownership  change”  is  subject  to  annual  limitations  on  its  ability  to  utilize  its  pre-change  U.S.  federal NOL 
carryforwards  and  certain  other  tax  attributes,  including  tax  credit  carryforwards,  to  offset  its  future  taxable 
income  or  tax  liabilities.  For  these  purposes,  an  ownership  change  generally  occurs  if  the  percentage  of  a 
corporation’s  stock  (by  value)  owned  by  one  or  more  “5-percent  shareholders”  increases  by  more  than  50 
percentage points over a rolling three-year period. We have experienced ownership changes in the past, and we 
may experience ownership changes in the future, including as a result of this offering or subsequent shifts in 
our stock ownership, some of which may be outside our control. NOLs and other tax attributes of companies we 
have acquired are, and of companies we may acquire may be, subject to similar limitations. Similar provisions 
of state tax law and the tax laws of non-U.S. jurisdictions may also limit our ability to utilize state and non-U.S. 
NOL carryforwards and other tax attributes. In addition, certain states, including California, have suspended or 
otherwise limited the use of NOL carryforwards and other tax attributes, which could accelerate or permanently 
increase  our  state  income  tax  liabilities.  Separately,  under  current  law,  U.S.  federal  NOLs  arising  in  taxable 
years beginning after December 31, 2017 may be used to offset only 80% of taxable income in any year, whether 
or not an ownership change occurs. As a result of the foregoing, even if we attain profitability, we may be unable 
to  use  all  or  a  material  portion  of  our  NOLs  and  other  tax  attributes,  which  could  adversely  affect  our  future 
cash flows and results of operations.

Our  corporate  structure  and  intercompany  arrangements  are  subject  to  the  tax  laws  of 
multiple  jurisdictions,  and  we  could  be  required  to  pay  additional  taxes,  which  could 
adversely affect our business, financial condition, and results of operations.

As we continue to expand our non-U.S. operations, we are, and may increasingly be, required to report taxable 
income  in  various  jurisdictions  around  the  world  based  on  our  business  activities  in  those  jurisdictions.  Our 
corporate structure and associated transfer pricing policies reflect the functions, risks, and assets of the entities 
involved  in  our  intercompany  transactions.  However,  our  tax  position  is  subject  to  various  risks,  including 
increases  in  tax  rates,  new  or  revised  tax  laws  (which  may  apply  retroactively),  and  new  interpretations  of 
existing  tax  laws  and  policies  by  taxing  authorities  or  courts,  any  of  which  could  increase  our  overall  tax 
obligations.

Our intercompany transactions are subject to complex transfer pricing rules administered by tax authorities in 
the  jurisdictions  in  which  we  operate,  many  of  which  apply  divergent,  and  sometimes  conflicting,  legal 

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