10-K

如果註冊人是《證券法》第405條所定義的知名經驗豐富的發行人，則通過勾選標記進行驗證。是 ☒ 不是 ☐

如果註冊人無需根據該法案第13或15（d）條提交報告，則通過勾選標記進行驗證。是 ☐ 不是 ☒

通過勾選標記確認註冊人是否：（1）在過去12個月內（或在註冊人被要求提交此類報告的較短期限內）提交了1934年證券交易法第13或15（d）條要求提交的所有報告，以及（2）在過去90天內是否遵守此類提交要求。是☒不是 ☐

通過勾選標記檢查註冊人是否已在過去12個月內（或在註冊人被要求提交此類文件的較短期限內）以電子方式提交了根據S-T法規第405條（本章第232.405條）要求提交的所有交互數據文件。是☒不是 ☐

通過複選標記來確定註冊人是大型加速申報人、加速申報人、非加速申報人、小型報告公司還是新興成長型公司。請參閱《交易法》第120亿.2條規則中「大型加速備案人」、「加速備案人」、「小型報告公司」和「新興成長型公司」的定義。

如果是新興成長型公司，請通過勾選標記表明註冊人是否選擇不利用延長的過渡期來遵守根據《交易法》第13（a）條規定的任何新的或修訂的財務會計準則。 ☐

通過勾選標記檢查登記人是否已提交報告並證明其管理層根據《薩班斯-奧克斯利法案》（15 U.S.C.）第404（b）條對其財務報告內部控制有效性的評估7262（b））由編制或發佈審計報告的註冊會計師事務所執行。 ☒

如果證券是根據該法第12(B)條登記的，應用複選標記表示登記人的財務報表是否反映了對以前發佈的財務報表的錯誤更正。☐
通過勾選標記來驗證這些錯誤更正是否是需要根據§240.10D-1（b）對註冊人的任何高管在相關恢復期內收到的激勵性補償進行恢復分析的重述。☐
通過勾選標記檢查註冊人是否是空殼公司（定義見《交易法》第120亿.2條）。是 ☐ 不是 ☒

根據2024年6月30日納斯達克資本市場A類普通股股票的收盤價，註冊人非關聯公司持有的有投票權和無投票權普通股的總市值約爲美元767.1 萬

截至2025年2月13日，已有 96,317,761 註冊人A類普通股的股份和 33,093,043 登記人的B類普通股已發行股份，每股面值爲0.00001美元。

這份Form 10-K年度報告包含前瞻性陳述。我們打算將這些前瞻性陳述納入修訂後的1933年證券法第27A節(「證券法」)、1934年修訂後的證券交易法第21E節(「交易法」)和1995年的「私人證券訴訟改革法」中包含的前瞻性陳述的安全港條款。本年度報告10-K表格中包含的除歷史事實陳述外的所有陳述均爲前瞻性陳述。在某些情況下，您可以通過「可能」、「將會」、「應該」、「預期」、「計劃」、「預期」、「可能」、「打算」、「目標」、「項目」、「考慮」、「相信」、「估計」、「預測」、「預測」、「潛在」或「繼續」等術語或這些術語的否定或其他類似表述來識別前瞻性陳述。本年度報告中關於Form 10-K的前瞻性陳述包括但不限於關於以下方面的陳述：

我們警告您，上述列表並不包含本年度報告中10-K表格中的所有前瞻性陳述。

你不應該依賴前瞻性陳述作爲對未來事件的預測。本年度報告中包含的前瞻性陳述主要基於我們目前對未來事件和趨勢的預期、估計、預測和預測，我們認爲這些事件和趨勢可能會影響我們的業務、運營結果、財務狀況和前景。儘管我們認爲本年度報告中包含的10-K表格中的每一項前瞻性陳述都有合理的基礎，但我們不能保證前瞻性陳述中反映的未來結果、活動水平、業績、事件和情況將會實現或完全發生。這些前瞻性陳述中描述的事件的結果受風險、不確定因素和本10-K年度報告第I部分第1A項「風險因素」中討論的其他因素以及我們可能不時向美國證券交易委員會提交的其他文件的影響。此外，我們的運營環境競爭激烈，變化迅速。新的風險和不確定因素時有出現，我們無法預測可能對本年度報告10-K表所載前瞻性陳述產生影響的所有風險和不確定因素。前瞻性表述中反映的結果、事件和情況可能無法實現或發生，實際結果、事件或情況可能與前瞻性表述中描述的大不相同。

本年度報告中10-K表格中的前瞻性陳述僅與截至陳述發佈之日的事件有關。我們沒有義務更新本10-K表格年度報告中的任何前瞻性陳述，以反映本10-K表格年度報告日期之後的事件或情況，或者反映新信息或非預期事件的發生，法律要求的除外。我們可能無法真正實現前瞻性陳述中披露的計劃、意圖或期望，您不應過度依賴我們的前瞻性陳述。我們的前瞻性陳述並不反映我們可能進行的任何未來收購、合併、處置、合資企業或投資的潛在影響。

此外，「我們相信」的聲明和類似聲明反映了我們對相關主題的信念和觀點。這些聲明基於截至本年度報告日期我們可用的10-K表格，雖然我們相信此類信息構成了此類聲明的合理基礎，但此類信息可能是有限的或不完整的，並且我們的聲明不應被解讀爲表明我們已經對所有潛在可用的相關信息進行了詳盡的調查或審查。這些陳述本質上是不確定的，我們警告您不要過度依賴這些陳述。

您應該完整閱讀本10-K表格年度報告以及我們在本10-K表格年度報告中引用的文件，並作爲本10-K表格年度報告的證據提交，並理解我們的實際未來結果可能與我們的預期存在重大差異。我們通過這些警示性陳述來限制本10-K表格年度報告中的所有前瞻性陳述。

我們的業務面臨許多風險和不確定性，包括本10-K表格年度報告第一部分第1A項「風險因素」中描述的風險和不確定性。以下是可能對我們的業務、財務狀況和經營業績產生重大不利影響的主要風險和不確定性總結。本摘要應與「風險因素」部分一起閱讀，不應依賴於作爲我們業務面臨的重大風險和不確定性的詳盡摘要。

Amplitude成立於2012年，正在推動數字分析的發展，這是我們幫助公司構建更好的產品和數字體驗的使命的一部分。

我們相信，我們是第一家認識到傳統分析工具是爲網站和營銷活動而構建的，而不是爲了了解人們如何使用數字產品的公司。這就是爲什麼我們相信我們已經構建了業內第一個數字分析平台，專門用於分析行爲數據並提供實時、可操作的見解來推動業務成果。

如今，我們的平台遠遠超出了獨立分析的範疇。它整合了分析、會話回放、實驗、受衆激活以及指南和調查，使團隊能夠無縫地從數據到見解再到行動--所有這些都集中在一個地方。

該平台不僅僅是獨立產品的集合。它們都可以更好地協同工作，創建一個強大的反饋循環，每個組件都會增強其他組件。這種集成方法不僅可以幫助企業跟蹤和衡量用戶行爲，還可以積極提高參與度、保留率和貨幣化。

隨着數字化轉型不斷加速，未來的市場機遇仍然巨大。公司在了解用戶、做出數據驅動的決策以及提供個性化、高影響力的體驗方面面臨着越來越多的挑戰。企業正在從傳統的以收購爲中心的營銷轉向以產品主導的增長（「PLG」）戰略，了解現有客戶比以往任何時候都更加重要。

這一轉變使數字分析成爲現代數據堆棧的關鍵組成部分，將產品、營銷和體驗分析集成到一個單一的整體類別中。作爲該領域的先行者，我們相信Amplitude有能力在該類別的發展中引領該類別。

我們主要通過基於訂閱的定價產生收入，提供可根據客戶擴展的靈活計劃。我們通過直銷、解決方案合作伙伴和產品主導的增長相結合來接觸客戶，確保各種規模的企業都可以採用和擴大Amplitude的使用。

截至2024年12月31日，我們擁有3，875家付費客戶，其中包括《財富》100強中的27家，這表明了強大的採用率和仍然存在的重大機遇。我們的土地擴張模式使我們能夠與客戶一起成長，增加團隊、用例和數字資產之間的使用率。

Amplitude憑藉一個值得信賴、可擴展且深度集成的平台，正在重新定義公司如何利用數據來推動客戶參與度、業務增長和數字創新，從而鞏固我們作爲數字分析領域領導者的地位。

Amplitude成立於2012年，旨在幫助公司打造更好的產品和數字體驗。創始人親眼目睹了在產品開發中做出數據驅動的決策是多麼重要，但也親眼目睹了做出正確決策是多麼困難。

問題在於缺乏可以提供可操作數據和有關用戶如何與數字產品互動的見解的工具。當時，傳統的分析工具是爲網絡流量和營銷績效等表面指標而設計的，但在理解數字產品或網站內的用戶行爲以及對用戶行爲採取行動方面存在不足。

這一差距啓發Amplitude創建了一個數字分析平台，旨在分析複雜的用戶行爲，並使產品團隊能夠根據這些數據採取行動並做出更好的決策。該平台旨在提供高質量的數據、共享實時見解、促進更快的實驗並通過個性化體驗吸引用戶。

快進到今天，數字產品顯然不是可選的--它們是企業生存的核心。移動和雲技術的激增降低了進入門檻，使新參與者能夠顛覆現有市場。

因此，我們看到產品、網絡和營銷以及數字體驗分析正在融合爲Gartner和Forrester所說的「數字分析」類別，隨着企業集中和簡化其數據堆棧，這本身就是現代數據平台的關鍵要素。

與此同時，數字經濟繼續呈指數級增長，將競爭焦點從獲取新客戶擴大到保留和吸引現有客戶。公司越來越多地轉向創新的數字戰略來應對這一局面，數據驅動的見解對於保持相關性和推動增長變得至關重要。

隨着企業轉向產品主導的增長模式，產品和營銷目標之間的界限正在變得模糊。傳統上，這些團隊單獨運作--營銷重點是提高知名度和獲得度，而產品團隊則致力於改善應用內體驗。如今，成功是通過用戶參與度、保留率和終身價值等共同目標來衡量的，使這些團隊比以往任何時候都更加緊密地團結在一起。

與此同時，隱私法規和對第三方數據的限制使公司更難依賴傳統廣告和外部定位。這迫使人們轉向第一方數據策略和保留驅動方法，其中對現有用戶的深入了解比以往任何時候都更加重要。

環境的這些整體轉變需要分析解決方案，爲公司提供有關用戶如何與其產品互動的單一、值得信賴的真相來源。Amplitude通過提供實時、可操作的見解，使團隊能夠協作、實驗和優化用戶體驗、活動和產品，幫助連接產品和營銷目標。

構建數字產品的方法也正在經歷深刻的轉變。直覺正在被數據驅動的策略所取代，這些策略利用產品內行爲數據來爲決策提供信息。我們看到現代數字產品團隊越來越多地採用以客戶爲中心的數據驅動方法：

隨着數字化轉型的推進，分析對於理解和優化數字化投資來說變得不可或缺。

通過發現用戶旅程中的瓶頸並識別引起共鳴的功能，組織可以更有效地進行數據挖掘，提高產品創新和客戶滿意度。我們相信，那些將數字分析作爲轉型戰略一部分的公司將獲得競爭優勢，這將幫助他們適應市場變化並增加數字投資的價值。

也就是說，儘管對分析工具進行了大量投資，但傳統系統往往難以專門解決產品數據。主要挑戰包括：

在此背景下，我們相信數字分析市場的發展將受到以下幾個趨勢的推動：

通過集成行爲數據、個性化和民主化見解，數字分析平台正在重新定義組織如何理解和吸引用戶。隨着企業不斷投資數字化轉型，分析將在制定戰略和實現增長方面發揮越來越關鍵的作用。我們相信Amplitude對產品內行爲數據和實時功能的關注使我們能夠領導這一演變。

我們的願景是生活在一個技術永遠不會讓您感到沮喪的世界。如果我們成功了，技術就會按照它的預期發揮作用。它會感覺它是專爲您設計的。這是一個艱鉅的任務。這幾乎感覺無法實現。但這就是重點。

在日常工作中，這意味着我們的使命是幫助公司構建更好的產品和數字體驗。爲了實現這一目標，我們相信我們已經構建了業界第一個統一的數字分析平台--一個深度集成的系統，每個產品都可以在下一個產品的基礎上構建。

我們的平台彙集了分析、會話重播、功能實驗、網絡實驗、受衆激活以及指南和調查。它是完全自助服務的，旨在使組織中的每個人都能夠擁有並推動增長。

該平台協同工作，幫助組織了解用戶喜歡什麼功能和體驗、他們陷入困境的地方以及是什麼讓他們回來。我們深入了解用戶在想什麼、做什麼以及爲什麼。這爲團隊提供了改善體驗和發展業務所需的工具。

我們平台的強大力量背後是我們定製的行爲圖--世界上最大的用戶行爲數據庫之一。Shape專爲複雜的交互式行爲查詢而設計，可進行規模調整，以查看數字產品或體驗中採取的每一個單獨操作，並識別導致預期結果的操作組合。然後它處理這些數據，以幫助團隊了解採取哪些行動來改善體驗。

我們的平台由幾個主要產品組成，所有這些產品都相互補充並更好地協同工作：

分析、實驗、激活、會話重播以及指南和調查一起使用時，可以創建一個強大的反饋循環，幫助企業了解其用戶、優化體驗並快速採取行動--所有這些都集中在一個地方。

我們確實認識到，開始使用數字分析可能很困難。公司通常需要工程師來設置數據管道和儀器事件。團隊需要知道要查詢什麼、如何建立隊列以及要衡量什麼。人們通常不知道如何分析數據或將其轉化爲行動。2024年秋季，Amplitude幫助改變了這一切。

Amplitude Made Easy擁有一系列新功能，包括自動捕獲（允許組織開始用一行代碼捕獲每個用戶的點擊和滑動），以及改進的用戶體驗，Amplitude Made Easy消除了繁重的工作，以便團隊可以開始、獲得見解並更快地獲得價值。藉助Amplitude Made Easy，團隊可以利用開箱即用的見解和人工智能驅動的查詢引擎來獲取答案。他們可以依靠最佳實踐、模板和專用用戶中心來支持他們的整個體驗。

最後，我們的平台旨在隨企業擴展，支持大量數據量和複雜的用戶旅程。Amplitude支持100多個不同的數據源和目標，可與Salesforce、Slack、Braze、Snowflake和雲提供商等工具無縫集成。作爲任何技術生態系統的自然延伸，Amplitude使團隊能夠毫不費力地協作並推動統一決策。

Amplitude的數字分析平台不僅僅是一系列獨立產品，它還是數字優先未來的戰略推動者。Amplitude通過結合先進的分析、直觀的界面和客戶至上的方法，幫助企業釋放創新、促進協作並實現變革性增長。

我們主要通過銷售數字分析平台的訂閱來賺取收入，並通過直銷活動、解決方案合作伙伴和產品主導的增長計劃接觸客戶。我們的客戶通常首先將Amplitude用於特定的業務用例。當他們看到我們的數據、見解和行動對推動積極業務成果的價值時，他們經常會擴展到最初的用例之外。

我們相信，有巨大的機會繼續擴大我們與現有客戶的關係。我們的定價模式使我們能夠隨着客戶的增長而增長。我們採用一種落地和擴展的業務模式，旨在啓動初始用例，並通過引入額外的功能團隊、產品和用例來擴展。

我們的模型基於客戶獲得所需見解所需的功能。當然，不同的團隊有不同的需求和要求。有些人在數字分析之旅中走得更遠，並尋求擴大規模;其他人才剛剛開始。我們希望將平台的全部力量交到客戶手中，我們提供四項量身定製的計劃，使您輕鬆開始和發展：

我們意識到事件有時很難預測，因此現在所有計劃都可以根據每月跟蹤的用戶（NU）提供。這使得預測使用情況變得更容易，並使客戶能夠根據其每月獨立用戶付費。

截至2024年12月31日止年度，訂閱收入佔我們總收入的98%。我們上述在客戶群中擴張的能力也從我們的美元淨留存率中得到了證明。截至2024年12月31日和2023年12月31日，我們付費客戶過去十二個月的以美元爲基礎的淨留存率（「TTM」）分別爲97%和101%。

數據通過許多來源進入我們的平台，包括我們的軟件開發套件（「SDK」）、服務器端以及與我們合作伙伴系統的集成。然後，它會經過處理和清理階段，然後被存儲在我們的行爲圖中，行爲圖是一個面向用戶的分佈式列式數據存儲。正如上面平台部分所解釋的那樣，我們的行爲圖爲分析、協作、預測和推薦平台提供支持。

我們設計了一個可以處理大量數據並提供交互式查詢/響應模型的平台。我們沒有構建一個類似於數據倉庫的通用數據存儲和處理系統，要求我們的用戶了解SQL並等待很長時間才能獲得面向分析的關節型查詢的答案，而是從頭開始構建了一個專注於最終用戶行爲分析的平台，該平台經過優化，能夠以支持低延遲查詢/響應的格式和結構吸收、處理和存儲數據。

數字分析平台的基礎是我們的實時數據管理層。該層包括我們的核心數據平台，該平台爲客戶提供了多種工具和功能，用於消化數據、解決身份問題以及管理客戶和產品數據。

我們的數字分析平台在全球範圍內被各種規模和廣泛行業的組織使用。截至2024年12月31日和2023年12月31日，我們分別擁有3，875名和2，723名付費客戶，同比增長42%。

我們繼續增加進入我們並發展爲更大訂閱的客戶數量。截至2024年12月31日和2023年12月31日，我們分別擁有591和511名客戶，每位客戶的ARR價值超過100，000美元，同比增長16%。

此外，我們分別有42個和39個客戶，每個客戶的ARR價值超過1億美元，同比增長8%。ARR中價值超過100万美元和1億美元的客戶數量表明瞭我們平台的戰略重要性以及我們獲得重要客戶並隨着時間的推移發展的能力。

我們的銷售和營銷工作重點是解決潛在客戶跨一個或多個數字產品或體驗的初始數字分析用例。然後，我們的目標是隨着時間的推移擴大這些關係，因爲我們提供持續的價值並滿足客戶更大部分的數字分析需求。

我們採用多管齊下的市場營銷策略，將直銷（包括現場和內部銷售）、產品主導的增長計劃和營銷計劃相結合，以建立品牌知名度併產生需求。我們的現場銷售人員專注於吸引新客戶以及擴大現有客戶群的使用範圍。我們的銷售團隊得到了業務和銷售開發專業人員以及解決方案顧問的支持，他們通過根據客戶識別用例來促進銷售流程

需求、評估需求、解決安全和技術問題、諮詢客戶的數據棧以及查找其他擴展用例。

爲了滿足公司在分析過程中處於何處的需求，我們根據客戶的需求提供各種免費和付費計劃。

例如，我們提供免費的、起動器爲早期初創公司和個人制定計劃。我們的自助服務Plus計劃專爲需要更多定製並訪問功能管理和受衆激活功能的成長型初創公司和小型團隊而設計。我們的增長計劃提供了額外功能，例如自動化見解、實驗、指南和調查以及受衆管理。我們的企業計劃非常適合具有更復雜需求和要求的大型組織。

我們的專業服務團隊幫助客戶設計和執行數字分析、產品主導的增長和個性化項目。我們爲客戶提供實施、培訓和相關服務，幫助他們實現我們數字分析平台的全部優勢。

我們還與合作伙伴生態系統密切合作，幫助他們部署我們的解決方案並將我們的技術構建到他們的服務產品中。這爲我們提供了擴大在新客戶和現有客戶中部署的廣度和深度的機會。我們在該計劃中擁有衆多合作伙伴，包括：

我們的營銷工作重點是推動所有細分市場以及新客戶和現有客戶的需求創造，並提高我們在全球的品牌形象。爲此，我們利用在線和線下計劃的組合，例如在線廣告、博客、公共關係、社交媒體、分析師關係、教育白皮書和網絡研討會、產品演示、研討會、圓桌會議、播客和客戶案例研究。

我們相信，我們的公司文化使我們能夠實現我們的使命，是我們業務成功的核心驅動力，也是人們選擇在Amplitude建立職業生涯的重要原因。我們是該領域的先驅，努力做出產品、業務和人員決策，使我們能夠在履行使命的同時忠於我們的價值觀。

我們相信多元化、公平和包容性（「DEI」）植根於我們的文化結構。我們通過團結起來，對我們的工作和社區產生集體影響來推進我們的創業文化--以謙遜、主人翁感和增長意識爲核心。通過戰略舉措和合作夥伴關係、政策制定和管理、創新和教育，我們融入DEI的文化將我們的未來塑造成所有員工都能充分發揮潛力的未來。

我們的價值觀爲我們如何與彼此和客戶見面奠定了基調。我們通過選擇人才和獎勵成功的方式深思熟慮地實踐我們的價值觀。我們定期通過季度價值觀獎表彰和慶祝那些成爲我們價值觀典範的人。

截至2024年12月31日，我們共有724名員工，其中172名員工位於美國境外。我們的員工均沒有工會代表或集體談判協議的涵蓋範圍。我們沒有經歷任何停工。我們認爲我們與員工的關係很好。

我們的研發工作重點是持續創新、增強我們的平台特徵和功能，並擴大我們提供的服務，以提高市場滲透率並加深我們與客戶的關係。我們相信，及時開發新的平台功能和服務以及增強我們現有的平台功能和服務對於保持我們的競爭地位至關重要。我們不斷將客戶的反饋和新案例融入到我們的平台中。截至2024年12月31日，我們的研發組織有195名員工。我們打算繼續投資我們的研究，

擴展我們平台的開發能力。截至2024年12月31日和2023年12月31日的年度，研發費用分別總計9760万美元和9010万美元。

數字分析市場是一個新的且不斷髮展的市場。企業使用了一系列針對其他用例構建的點式解決方案來滿足他們的需求，但這些解決方案都無法提供我們的數字分析平台所提供的功能的廣度和深度。然而，我們確實與許多公司競爭，從大型多元化企業到小型初創企業，這些公司提供與我們平台方面類似的某些點解決方案和功能。這些積分解決方案提供商包括：

基於上述因素，我們相信我們與競爭對手相比具有優勢。然而，我們的一些實際和潛在競爭對手比我們擁有優勢-例如大幅增加的財務、技術和其他資源;更大的銷售隊伍和營銷預算;更高的品牌知名度;更廣泛的分銷網絡和全球影響力;更長的運營歷史;與當前或潛在客戶和商業合作伙伴建立的關係;以及更成熟的知識產權組合。他們可能能夠利用這些資源來獲得市場份額並阻止潛在客戶購買我們的產品。此外，我們預計該行業將吸引新的進入者，他們可以與我們的業務競爭並推出新的產品。隨着我們擴大和擴大業務，我們可能會進入新市場並遇到額外的競爭。

我們的知識產權是我們業務的重要組成部分。我們依靠專利、版權、商業祕密和商標法以及保密協議、許可協議、知識產權轉讓協議和類似合同來建立和保護我們的專有權。我們遵守一項政策，要求我們的員工、承包商、顧問和其他第三方簽訂保密和專有權協議，以控制對我們專有信息的訪問。然而，這些法律、協議和政策僅提供有限的保護，我們的知識產權和其他專有權利仍可能在美國和外國司法管轄區受到挑戰、無效、侵犯或挪用。某些定律

司法管轄區不像美國法律那樣保護專有權，因此在某些司法管轄區保護我們的專有權可能是困難的、不可能的，或者在商業上不合理。此外，我們使用根據開源軟件許可證從第三方獲得許可的軟件組件，這些許可證通常不包含許可方關於侵權、安全漏洞或其他問題的擔保或賠償。因此，如果我們使用第三方許可的開源軟件侵犯了第三方知識產權，或者如果我們在使用第三方開源軟件方面遇到其他問題，我們將得不到合同保護。我們還根據開源許可證將我們的SDK和某些其他組件公開許可給第三方。我們根據開源許可向第三方公開許可的軟件的價值可能會降低，因爲此類許可授予第三方修改和分發此類軟件的廣泛權利，並可能允許競爭對手通過檢查我們的軟件更輕鬆地開發競爭產品。

我們在美國和美國境外的某些地點尋求域名、商標和服務標記的註冊，並尋求對我們的技術的專利保護。截至2024年12月31日，我們有四項已頒發的美國專利以及六項美國和五項外國專利申請正在處理中。我們不斷審查我們的開發工作，以評估新知識產權的存在和可專利性，以及我們知識產權在國外的擴展。截至2024年12月31日，我們在美國擁有四個註冊商標、一個正在申請的美國商標和八個國際註冊商標。

許多州、聯邦和外國法律法規，包括消費者保護法律法規和數據泄露通知法，規範個人信息的收集、傳播、處理、使用、訪問、保密和安全，並可能適用於我們的運營或我們合作伙伴的運營。此外，某些外國法律規範個人數據的隱私和安全。其中許多法律在很大程度上存在差異，並且可能不會產生相同的效果，從而使合規工作變得複雜。不遵守這些法律（如適用）可能會導致（除其他外）處以重大民事和/或刑事處罰以及私人訴訟。隱私和安全法律、法規和其他義務不斷變化，可能相互衝突，並可能導致調查、訴訟或行動，從而導致重大民事和/或刑事處罰以及對數據處理的限制。

我們於2011年11月在特拉華州註冊成立，名稱爲Sonalight，Inc.並於2012年創立了Amplitude業務。2014年12月，我們更名爲Amplitude，Inc.我們的主要行政辦公室位於201 Third Street，Suite 200，San Francisco，California 94103。我們的電話號碼是（415）231-2353，我們的網站地址是www.amplitude.com。我們網站上包含或可以通過我們網站訪問的信息不會以引用的方式納入本10-K表格的年度報告中。

我們的10-K表格年度報告、10-Q表格季度報告、8-K表格當前報告以及根據《交易法》第13（a）和15（d）條提交的這些報告的修正案均已提交給SEC。我們向SEC提交或提供的此類報告和其他信息可在我們向SEC提交或提供此類材料後，在合理可行的範圍內儘快在我們的投資者關係網站investors.amplitude.com上免費提供，且此類報告可在SEC網站www.sec.gov上獲取。

與我們業務相關的風險和不確定性的描述如下。您應仔細考慮下文描述的風險和不確定性，以及本10-K表格年度報告中的所有其他信息，包括我們的合併財務報表和相關注釋以及題爲「管理層對財務狀況和經營結果的討論和分析」的部分。下文描述的任何事件或事態發展的發生可能會對我們的業務、財務狀況、運營業績和增長前景產生重大不利影響。在這種情況下，我們A類普通股的交易價格可能會下跌，您可能會損失全部或部分投資。我們目前未知或我們目前認爲不重大的額外風險和不確定性也可能損害我們的業務、財務狀況、運營業績和增長前景。

我們的運營歷史有限，並且在過去幾年中一直在快速增長，這使得我們很難預測我們未來的運營結果，並增加了您投資的風險。

截至2024年12月31日和2023年12月31日的財年，我們的收入分別爲29930万美元和27630万美元。然而，您不應依賴我們的歷史收入增長來衡量我們未來的業績。

由於我們有限的運營歷史以及過去幾年的快速增長，我們準確預測未來運營業績的能力有限，並且受到許多不確定性的影響，包括我們有效規劃和建模未來增長的能力。

隨着時間的推移，我們的收入增長率可能會下降。在未來時期，我們的收入增長可能會放緩或收入可能會下降，原因有多種，包括對數字分析平台的需求放緩、競爭加劇、技術變化、整體市場增長放緩，或者我們因任何原因未能有效地管理我們的增長或繼續利用增長機會。我們還遇到了並將繼續遇到快速變化行業中的成長型公司經常遇到的風險和不確定性，例如本10-K表格年度報告中描述的風險和不確定性。如果我們對這些風險和不確定性以及未來收入增長的假設不正確或發生變化，或者如果我們沒有成功應對這些風險，我們的財務狀況和經營業績可能會與我們的預期存在重大差異，我們的業務可能會受到重大不利影響。

我們有過損失的歷史。隨着成本的增加，我們可能無法產生足夠的收入來實現和維持盈利能力。

自成立以來，我們在每個時期都經歷了淨虧損。截至2024年12月31日和2023年12月31日的財年，我們分別產生了9430万美元和9040万美元的淨虧損。截至2024年12月31日，我們累計赤字45780万美元。我們預計未來期間的成本和費用將會增加。特別是，我們打算繼續在以下方面投入大量資源：

此外，我們業務戰略的一部分是專注於長期增長。因此，我們的短期盈利能力可能低於我們的戰略是最大限度地提高短期盈利能力的情況。我們打算繼續投資的銷售和營銷工作的大量支出，擴大我們的平台、產品、功能和功能，以及擴大我們的研發，但最終可能不會發展我們的業務或帶來長期盈利能力。如果我們最終無法實現行業或財務分析師和股東預期的盈利水平，那麼我們A類普通股的交易價格可能會下跌。

我們發展業務的成本可能比預期高，或者我們的收入增長率可能比預期慢，而且我們可能無法增加足夠的收入來抵消這些投資導致的運營費用的增加。如果我們無法繼續增長收入，我們的業務和A類普通股的價值可能會大幅下降。

我們的業務取決於現有客戶續訂訂閱和從我們購買額外訂閱以及吸引新客戶。我們客戶保留率的任何下降或與現有客戶的商業關係的擴大或無法吸引新客戶將對我們的業務、財務狀況和運營業績產生重大不利影響。

爲了維持或改善收入增長和運營業績，重要的是，我們的客戶在現有合同條款到期時續訂訂閱，並且我們擴大與現有客戶的商業關係並吸引新客戶。我們還尋求將免費自助服務選項的客戶轉換爲付費訂閱合同。我們的客戶沒有義務續訂訂閱，並且我們的客戶不得續訂具有類似合同期限的訂閱或根本不續訂訂閱。我們的一些客戶選擇不與我們續簽協議，因此很難準確預測長期客戶保留率。此外，我們吸引新客戶的能力將取決於市場對我們的數字分析平台的接受程度以及我們營銷策略的成功實施。

我們的客戶保留和擴張以及吸引新客戶的速度可能會因多種因素而下降或波動，包括客戶對數字分析平台的滿意度、我們的支持能力、我們的價格和定價計劃、競爭產品的價格和價值、客戶支出水平的下降、新產品發佈、影響我們客戶群的併購、或全球經濟狀況的影響。我們可能無法及時解決特定客戶的任何保留問題，這可能會對我們的運營業績產生重大不利影響。如果我們的客戶不購買額外訂閱或續訂訂閱，或者如果他們以不太優惠的條款續訂，或者如果我們無法吸引新客戶，我們的收入可能會下降或增長速度減慢，這將對我們的業務、財務狀況和經營業績產生重大不利影響。

我們預計財務業績和關鍵指標會出現波動，從而難以預測未來的結果。如果我們未能滿足證券分析師或投資者對我們的經營業績的預期，我們A類普通股的交易價格可能會下跌。

由於多種因素，我們的運營業績和關鍵指標過去曾波動，預計未來也會波動，其中許多因素超出了我們的控制範圍。因此，我們過去的結果可能並不能表明我們未來的表現。除了本文描述的其他風險外，可能導致我們的運營業績或關鍵指標波動的其他因素包括：

這些因素和其他因素中的任何一個，或者這些因素中的一些因素的累積影響，都可能導致我們的運營結果發生重大變化。如果我們的運營結果低於跟蹤我們股票的投資者和證券分析師的預期，我們A類普通股的交易價格可能會大幅下降，我們可能面臨代價高昂的訴訟，包括證券集體訴訟。例如，我們目前正在爲向美國加州北區地方法院提起的證券集體訴訟(「證券集體訴訟」)和股東衍生訴訟(「衍生訴訟」)辯護。我們目前還在針對兩起隱私集體訴訟和第三起隱私訴訟進行辯護。有關證券集體訴訟、衍生訴訟及私隱訴訟的其他資料，請參閱本年度報告表格10-K第II部分第8項所載綜合財務報表附註9內的「法律事宜」。我們已經並將繼續承擔與這些訴訟的辯護相關的巨額法律費用，管理層將需要投入大量時間來管理訴訟的辯護。

我們預計將繼續專注於向大型組織的銷售，並且可能會更加依賴這些關係，這可能會增加我們銷售週期和運營結果的可變性。

隨着我們繼續關注並可能變得更加依賴於對大型組織的銷售，我們預計我們的銷售週期將會延長並且變得更難預測。我們根據有關銷售週期長度和可變性的某些假設來規劃費用。這些假設基於與我們現有客戶相關的銷售週期和轉化率的歷史趨勢。我們銷售週期的任何轉變都可能會對我們的財務業績產生不利影響。可能影響我們銷售週期的長度和可變性的因素包括：

我們對大型組織銷售的日益依賴可能會增加我們財務業績的可變性。如果我們無法在特定時期內與這些客戶完成一項或多項預期重大交易，或者如果預期交易被推遲到下一個時期，那麼我們該時期以及本應確認該交易收入的任何未來時期的經營業績可能會受到不利影響。

我們在客戶合同期限內確認收入。因此，新銷售額的下降或上升可能不會立即反映在我們的運營業績中，並且可能很難辨別。

我們一般在合同期內按比例確認客戶的訂閱收入。因此，我們每個季度報告的收入的一部分來自與前幾個季度訂閱相關的遞延收入的確認。因此，特定季度的新訂閱量或續訂訂閱量的下降可能會對我們該季度的收入結果產生很小的影響。然而，這種下降將對我們未來幾個季度的收入產生負面影響。因此，我們的數字分析平台的銷售額和市場接受度大幅下降的影響，包括全面經濟低迷的結果，以及我們定價政策或客戶擴張或保留率的潛在變化，可能在未來一段時間內不會完全反映在我們的運營結果中。我們也可能無法在銷售大幅惡化的情況下降低成本結構。此外，我們的大部分成本都作爲已發生的費用支出，而收入則在與客戶簽訂協議的合同期內確認。因此，我們客戶數量的增長可能會繼續導致我們在客戶協議條款的早期階段確認更多成本而不是收入。我們的訂閱模式也使我們很難在任何時期通過額外銷售快速增加收入，因爲來自新客戶的收入必須在適用的訂閱期限內確認。

我們行業或全球經濟的不利狀況，或軟件支出的減少，可能會限制我們發展業務的能力，並對我們的業務、財務狀況和運營業績產生重大不利影響。

根據行業或全球經濟的變化對我們、我們的客戶或潛在客戶的影響，我們的運營結果可能會有所不同。我們增長收入和業務盈利的能力在一定程度上取決於對軟件應用程序的總體需求。從歷史上看，在經濟低迷期間，軟件應用程序和服務的支出普遍減少，以及延長計費期限和其他財務優惠的壓力。如果美國或國外的經濟狀況惡化，包括由於通脹壓力和中央銀行當局控制此類通脹的反應，利率上升，債務和股票市場波動，銀行倒閉，流動性和信貸供應減少，失業率上升，投資者和消費者信心下降，政治動盪，關稅，供應鏈挑戰，自然災害和氣候變化的影響，地區和全球衝突，以及對美國、歐洲、中東、亞太地區或其他地區的恐怖襲擊，我們的客戶和潛在客戶可能會停業或選擇削減預算。這將限制我們的業務增長能力，並對我們的財務狀況和運營結果產生重大不利影響。例如，美國最近經歷的高通脹和不斷上升的利率可能會增加勞動力、員工醫療保健、零部件以及運費和運輸的成本，從而影響包括我們在內的許多行業的業務，這可能會進一步限制我們客戶或潛在客戶的預算。如果整體經濟持續低迷，客戶或潛在客戶認爲我們的數字分析平台成本高昂，或太難部署或遷移到該平台，我們的收入可能會受到軟件應用程序支出延遲或減少的不成比例的影響。此外，我們的競爭對手，其中許多比我們更大，擁有更多的財力，可能會通過降低價格來吸引我們的客戶或潛在客戶來應對充滿挑戰的市場狀況，他們可能不那麼依賴關鍵的行業事件來爲他們的產品創造銷售。此外，宏觀經濟的不確定性可能會導致某些行業的整合步伐加快。如果發生這種情況，這種整合可能會導致我們在服務上的總體支出減少，特別是如果我們的客戶是由不使用我們服務的組織獲得的。考慮到不利的宏觀經濟狀況及其對客戶的相關影響，2023年4月，我們批准了一項重組計劃，將我們的全球員工人數削減了約13%。我們無法預測任何經濟放緩、不穩定或復甦的時間、強度或持續時間，無論是一般情況下還是在任何特定行業內。如果我們經營的一般經濟或市場的經濟狀況從目前的水平惡化，我們的業務、財務狀況和經營結果可能會受到實質性的不利影響。

如果SaaS應用程序市場的發展慢於我們預期或下降，我們的業務將受到重大不利影響。

我們的成功在很大程度上取決於SaaS應用程序的廣泛採用，以及旨在解決數字分析各個方面的SaaS應用程序。許多組織投入了大量人員和財務資源將傳統的本地業務軟件應用程序集成到其業務中，因此可能不願意或

不願遷移到SaaS應用程序。很難預測客戶對我們的數字分析平台的採用率和需求、SaaS應用市場的未來增長率和規模，或者競爭應用的進入。SaaS應用市場的擴展取決於許多因素，包括與SaaS相關的成本、性能和感知價值，以及SaaS提供商解決數據安全和隱私問題的能力。此外，政府機構已經通過或可能通過法律法規，公司已經通過並可能採取有關收集和使用從消費者和其他個人獲得的個人信息的政策，或者可能尋求訪問我們平台上的信息，這兩者都可能減少對我們數字分析平台的整體需求。如果我們或其他SaaS提供商遇到數據安全事件、客戶數據丟失、交付中斷或其他問題，包括我們的Digital Analytics平台在內的SaaS應用市場可能會受到負面影響。如果SaaS應用程序沒有繼續獲得市場接受，或者由於客戶接受程度不足、技術挑戰、經濟狀況疲軟、數據安全或隱私問題、政府監管、競爭技術和產品，或者SaaS應用程序支出減少而導致對SaaS應用程序的需求減少，將導致收入下降，我們的業務、財務狀況和運營結果將受到實質性不利影響。

我們經營的市場競爭激烈，如果我們不能有效競爭，我們的業務、財務狀況和經營業績可能會受到重大不利影響。

旨在解決數字分析問題的應用程序市場分散、發展迅速、競爭激烈，進入門檻相對較低。隨着這個市場的不斷成熟以及新技術和競爭對手的進入，我們預計競爭將會加劇。我們面臨來自：

我們的競爭對手可能能夠比我們更快、更有效地應對新的或不斷變化的機會、技術、標準或客戶要求。隨着新技術的引入、數字分析平台的發展以及新的市場進入者，我們預計未來競爭將會加劇。定價壓力和競爭加劇通常可能會導致銷售額下降、利潤率下降、財務損失，或者我們的數字分析平台無法實現或維持更廣泛的市場接受度，其中任何一種都可能損害我們的業務。

我們的競爭對手在規模和他們提供的產品和服務的廣度和範圍上各不相同。此外，其他目前不專注於數字分析的老牌SaaS提供商可能會擴展他們的服務以與我們競爭。我們的許多現有和潛在競爭對手都與顧問、系統集成商和經銷商建立了營銷關係、接觸到更大的客戶群、現有的客戶關係和主要的分銷協議。我們的某些競爭對手已經與其他競爭對手合作或已經收購，並可能在未來與其他競爭對手合作或收購，以利用他們的集體競爭地位提供服務，這使得或將使與他們競爭變得更加困難。由於所有這些原因，我們可能無法成功地與當前和未來的競爭對手競爭，這將損害我們的業務。有關我們所處的競爭格局的更多信息，請參閱本年度報告中的Form 10-K中的「Part I，Item 1.業務-競爭」。

如果我們未能根據不斷變化的客戶需求、技術發展和其他市場要求進行創新，我們的業務、財務狀況和運營業績將受到重大不利影響。

我們吸引新客戶並從現有客戶那裏保留和增加收入的能力在很大程度上取決於我們增強和改進我們的數字分析平台以及推出新產品、特性和功能的能力。爲了發展我們的業務，我們必須開發反映客戶不斷變化的需求的產品、特性和功能，我們相信創新的步伐將繼續加快。我們數字分析平台的任何增強都取決於幾個因素，包括及時完成、足夠的質量測試和市場接受度。我們開發的任何新產品、特性或功能可能不會以及時或具有成本效益的方式推出，可能包含缺陷，或者可能無法獲得產生足夠收入所需的市場接受度。如果我們無法成功開發新產品、特性或功能，無法增強我們的數字分析平台以滿足客戶要求，或無法以其他方式獲得市場認可，我們的業務、財務狀況和運營結果可能會受到重大不利影響。

由於我們的數字分析平台可在互聯網上使用，我們需要不斷修改和增強它，以跟上與互聯網相關的硬件、軟件、分析和數據庫技術和標準的變化。此外，我們需要繼續投資於技術、服務和合作夥伴關係，以增加我們平台上處理的數據類型，並使客戶能夠輕鬆地將數據發送到我們的平台。我們還必須繼續增強我們的數據共享和數據交換能力，以便客戶可以與內部業務部門、客戶和其他第三方共享他們的數據。此外，我們的平台需要第三方公有云基礎設施來運行。我們必須繼續創新，爲客戶需要的這些和其他公共雲優化我們的產品，特別是在我們進行國際擴張的時候。此外，我們競爭的市場受到不斷髮展的行業標準和法規的約束，導致對我們和我們的客戶的數據治理和合規性要求越來越高。隨着我們擴展到公共部門和其他高度監管的行業，我們的數字分析平台可能需要滿足特定於這些行業的額外要求。

如果我們無法增強我們的數字分析平台以跟上這些快速發展的客戶要求，或者如果新技術出現能夠以比我們的平台更低的價格、更高效、更方便或更安全的價格提供有競爭力的產品，那麼我們的業務、財務狀況和運營結果將受到重大不利影響。

如果我們未能正確開發、投資和管理我們產品和服務中使用的人工智能技術，我們的業務、財務狀況和運營業績可能會受到重大不利影響。

我們已經並預計未來我們將繼續將機器學習和生成式人工智能技術（統稱爲「人工智能技術」）融入我們的產品中。我們爲客戶提供一套人工智能技術，幫助他們更快地實現數據洞察。例如，我們在某些功能中利用大型語言模型（「LLM」）來幫助客戶分析其產品數據。

我們預計未來需要增加投資，以不斷改善我們對人工智能技術的使用。與許多技術創新一樣，開發、維護和部署人工智能技術存在重大風險，並且無法保證此類人工智能技術的使用或我們對此類人工智能技術的投資始終有利於我們的產品或服務或業務，包括我們的效率或盈利能力。

我們涉及人工智能技術的產品正處於不同的開發階段。我們人工智能技術的持續開發、維護和運營非常複雜，可能涉及不可預見的困難，包括重大性能問題、未檢測到的缺陷或錯誤。面對新穎且不斷髮展的技術、聲譽和市場因素，我們可能無法成功地持續開發和維護這些技術。

我們的競爭對手或其他第三方可能會比我們更快或更成功地將人工智能技術整合到他們的產品中，這可能會損害我們有效競爭的能力。

我們合併了LLM（即，可以產生和輸出新數據和信息的人工智能模型）到我們的某些產品和服務中。人工智能技術可能會產生不準確或誤導性的數據或其他歧視性或意外的結果或行爲，所有這些都可能損害我們的聲譽、業務或客戶關係。雖然我們採取措施確保人工智能生成的見解的準確性，但這些措施可能並不總是成功，在某些情況下，我們可能需要依賴用戶報告此類不準確性。

此外，使用AI Technologies創建的任何輸出數據，包括LLMS，可能不受版權保護，這可能會對我們對輸出數據的知識產權或將其商業化或使用的能力產生不利影響。在美國，已經發起了許多與上述和其他擔憂相關的民事訴訟，其中任何一項的結果都可能要求我們限制我們在業務中使用人工智能技術的方式。雖然到目前爲止，與人工智能相關的訴訟通常集中在人工智能服務提供商本身，但我們使用人工智能技術產生的任何輸出都可能使我們面臨索賠，增加我們的責任風險。例如，某些人工智能技術產生的輸出數據可能包括受某些隱私法約束的信息，或構成用於培訓基礎人工智能技術的受版權保護材料的未經授權的衍生作品，任何這些都可能給我們帶來責任風險，或對我們的客戶和我們的業務或運營產生不利影響。

我們在產品和服務中使用從第三方獲得許可的人工智能技術，我們繼續以所需的規模使用此類技術的能力可能取決於對特定第三方技術的訪問。我們無法控制此類第三方人工智能技術的可用性或定價，尤其是在競爭激烈的環境中，而且我們可能無法與適用的提供商談判有利的經濟條款。如果任何此類第三方人工智能技術與我們的解決方案不兼容或無法使用，或者如果此類模型的提供商不利地更改其人工智能技術的提供條款或終止與我們的關係，我們的解決方案可能會對我們的客戶失去吸引力，我們的業務可能會受到損害。

與負責任地使用我們的技術（包括我們產品中的人工智能技術）相關的問題可能會導致聲譽或財務損害和責任。

對在我們的產品和服務中負責任地使用新的和不斷髮展的技術(如AI技術)的擔憂可能會導致聲譽或財務損害和責任，並可能導致我們產生解決此類問題的成本。人工智能技術帶來了新的法律、安全、社會和道德問題，並帶來了風險和挑戰，可能會影響採用，從而影響我們的業務。如果我們啓用或提供因其對社會的感知或實際影響而引起爭議的解決方案，例如具有意想不到的後果、侵犯版權或因其對隱私、就業或其他社會或經濟問題的影響而引起爭議的AI技術解決方案，或者如果我們無法制定與在我們的產品中負責任地開發和使用AI技術相關的有效內部政策和框架，我們可能會經歷品牌或聲譽損害、競爭損害、財務損害和/或法律責任。我們未能充分解決與我們或其他人負責任地使用人工智能技術有關的擔憂和法規，可能會破壞公衆信心，減緩我們的產品和服務的採用速度，或造成聲譽或財務損害。

如果我們未能有效管理我們的增長和業務隨着時間的推移而發生的變化，我們的業務、財務狀況和運營業績將受到重大不利影響。

我們已經並可能繼續經歷我們業務和運營的快速增長，這已經並可能繼續對我們的管理、運營和財務資源提出重大要求。最近宏觀經濟環境的不利情況限制了整體經濟的增長，特別是軟件業，我們的許多客戶因此經歷了業務前景的低迷。由於這些因素，我們於2023年4月批准了一項重組計劃，該計劃削減了我們的全球員工人數，以提高運營效率並降低運營成本。如果經濟狀況好轉，我們打算繼續投資以擴大我們的業務、人員和運營，這可能會導致我們的利潤率下降，而且我們所做的任何投資都將在體驗此類投資的好處之前發生，因此很難及時確定我們是否有效地配置了我們的資源。隨着我們數字分析平台的使用增長，我們將需要投入更多資源來改進我們平台的特性和功能、開發或收購新產品以及維護基礎設施性能。即使我們能夠升級我們的系統和擴大我們的人員，任何這樣的擴大都將是昂貴和複雜的，需要管理人員的時間和注意力。由於我們努力擴大我們的基礎設施，我們還可能面臨效率低下或運營失敗的問題。此外，升級、改進和擴大我們的信息技術系統也存在固有的風險。我們不能確保我們的基礎設施和系統的擴展和改善將得到充分或有效的及時實施，如果可以的話。此外，我們將需要適當擴展我們的內部業務系統和服務組織，包括客戶支持，以服務於我們不斷增長的客戶群，特別是當我們的客戶人口結構隨着時間的推移而變化時。管理這些變化將需要大量支出和分配寶貴的管理資源。如果我們不能成功地管理我們預期的業務增長和變化，我們的產品質量可能會受到影響，這可能會對我們的品牌和聲譽產生負面影響，並損害我們吸引新客戶和留住現有客戶的能力。隨着我們的不斷髮展，我們可能需要實施更復雜的組織管理結構，或者使我們的企業文化和工作環境適應不斷變化的環境，這可能會對我們的企業文化產生不利影響。任何未能保護我們的文化都可能損害我們的業務，包括我們留住和招聘人員、創新和有效運營以及執行我們的商業戰略的能力。

流行病或類似疫情爆發等公共衛生危機已經並可能在未來對我們的業務和運營以及我們、合作伙伴和客戶運營的市場和社區產生不利影響，並且任何公共衛生危機的影響都很難評估或預測。

我們的業務和運營以及我們合作伙伴和客戶的業務和運營已經並且可能在未來受到公共衛生危機的不利影響。例如，爲控制COVID-19的傳播和嚴重程度而實施的公共衛生措施大大限制了全球範圍內人員、貨物和服務的流動，包括我們及其合作伙伴和客戶運營的地區，並對經濟活動和金融市場產生了重大影響。雖然我們已經制定並繼續制定戰略來幫助減輕潛在公共衛生危機對我們業務和運營的負面影響，但事實可能證明這些努力還不夠。目前無法準確評估或預測任何公共衛生危機影響的持續時間和程度，並可能對我們的業務、財務狀況和運營業績產生不利影響。

如果我們的信息技術系統被破壞或以其他方式未經授權披露或訪問客戶數據、我們的數據或我們的平台，我們的平台可能會被視爲不安全，我們可能會失去客戶或未能吸引新客戶，我們的聲譽和品牌可能會受到損害，並且我們可能會承擔重大責任。

我們以數字形式收集和維護開展業務所需的信息，並且我們越來越依賴信息技術系統和基礎設施來運營我們的業務。在正常業務過程中，我們收集、存儲和傳輸大量機密信息，包括知識產權、專有商業信息，

以及客戶、我們的員工和承包商的個人信息(統稱爲「機密信息」)。我們的平台還存儲、傳輸和處理客戶的專有數據，包括客戶或員工的個人或身份信息。未經授權披露、訪問或違反我們的平台或信息技術系統的安全可能會導致機密信息丟失、業務損失、嚴重聲譽損害、對客戶或投資者的信心造成不利影響、損害我們的品牌、轉移管理層的注意力、監管調查和命令、訴訟、賠償義務、違約損害賠償、違反適用法律或法規的處罰、可能包括對被盜資產或信息的責任和修復可能已造成的系統損壞的巨額補救費用、爲客戶或其他業務合作伙伴在違規後努力維持業務關係而提供的激勵措施，以及其他責任。我們已經並預計將繼續承擔防止安全漏洞的巨額費用，包括部署更多人員和保護技術、培訓員工以及聘請第三方專家和顧問。即使我們不控制可能訪問我們保密信息或我們平台的第三方的安全措施，我們也可能對任何違反此類措施的行爲負責，或遭受聲譽損害，即使我們無法求助於導致違規的第三方。此外，如果我們的供應商不遵守適用的法律或法規，可能會導致政府實體或其他人對我們提起訴訟。

我們不能保證我們的網絡安全風險管理計劃和流程，包括我們的政策、控制或程序，將得到完全實施、遵守或有效地保護我們的系統和信息，儘管實施了安全措施，但我們的信息技術系統以及我們與之有關係的第三方的信息技術系統不能完全安全地抵禦網絡攻擊、拒絕和服務降級攻擊、勒索軟件攻擊、商業電子郵件泄露、計算機惡意軟件、惡意代碼、病毒和社會工程(包括網絡釣魚)，而且可能容易受到這些攻擊。此外，我們以及與我們有關係的第三方可能會遭遇攻擊、系統不可用、未經授權訪問系統或數據，或因自然災害、恐怖主義、戰爭、電信和電氣故障、黑客、員工盜竊或濫用、人爲錯誤、欺詐、拒絕和服務降級攻擊、複雜的民族國家和民族國家支持的行爲者以及高級持續威脅入侵而泄露信息。旨在獲取個人、敏感或機密數據的電子安全攻擊在數量上不斷增加，並不斷演變，此類攻擊的複雜性也在不斷增長。用於破壞或未經授權訪問我們的平台、信息技術系統、網絡或存儲機密信息或通過其傳輸機密信息的物理設施的技術經常發生變化，我們可能無法實施足夠的預防措施或在發生安全漏洞時阻止它們。我們還可能遇到安全漏洞，這些漏洞可能在很長一段時間內都不會被發現。即使被發現，我們也可能無法充分調查或補救事件或違規行爲，因爲攻擊者越來越多地使用旨在規避控制、避免檢測以及移除或混淆法醫證據的工具和技術。由於我們持續的混合工作環境，我們還可能面臨更多的網絡安全風險，因爲我們對互聯網技術的依賴，以及我們和我們的服務提供商的員工數量正在並可能繼續遠程工作，這可能會爲網絡犯罪分子利用漏洞創造更多機會。我們以前一直是，未來也可能成爲第三方網絡攻擊的目標，這些第三方尋求未經授權訪問我們的機密信息，或擾亂我們的運營或提供我們服務的能力。

我們和我們的某些供應商不時會受到網絡攻擊和安全事件。雖然我們認爲到目前爲止，我們沒有經歷過任何重大的系統故障、事故或安全漏洞，但如果發生此類事件並導致我們的運營中斷，可能會導致我們的業務運營發生重大中斷，無論是由於丟失、腐敗或未經授權披露我們的保密信息或其他類似中斷。此類事件還可能使我們面臨風險，包括無法提供我們的服務和滿足合同要求，並可能導致管理層分心，並有義務投入大量財務和其他資源來緩解此類問題，這將增加我們未來的信息安全成本，包括通過組織變革、部署更多人員、加強行政、物理和技術保障、進一步培訓員工、改變第三方供應商控制做法以及聘請第三方主題專家和顧問，從而減少對我們技術和服務的需求。由於數據安全是我們行業中的關鍵競爭因素，我們在客戶合同、隱私政策、服務條款和營銷材料中做出了大量聲明，提供了對我們平台安全的保證，包括對我們採用的安全措施的詳細描述。如果這些陳述中的任何一項不真實或變得不真實，即使在我們無法合理控制的情況下，我們也可能面臨美國聯邦貿易委員會(FTC)、州、聯邦和外國監管機構以及私人訴訟當事人的虛假陳述或欺騙性索賠。

此外，我們還有合同和法律義務通知相關利益相關者安全漏洞。大多數司法管轄區都頒佈了法律，要求公司將涉及某些類型數據的安全事件或數據泄露通知個人、監管機構和其他人。例如，我們對重大網絡安全事件承擔越來越多的報告義務。這些報告要求是由不同司法管轄區的許多監管機構提出或實施的，其範圍和應用可能有所不同，並且可能包含相互衝突的要求。其中某些規則和法規可能要求我們報告網絡安全事件，然後才能充分評估其影響或補救根本問題。遵守此類報告要求的努力可能會轉移管理層對我們事件響應的注意力

並可能向威脅參與者暴露系統漏洞。未能根據這些規則及時報告事件還可能導致罰款、制裁或使我們承擔其他形式的責任。此外，我們與某些客戶的協議可能要求我們在發生安全事件或數據泄露時通知他們。此類強制性披露成本高昂，可能導致負面宣傳，可能導致我們的客戶對我們的安全措施的有效性失去信心，並要求我們花費大量資本和其他資源來應對或緩解由實際或預期的安全事件或數據泄露引起的問題，並以其他方式遵守與未經授權訪問、使用或披露個人信息有關的衆多外國、聯邦、州和當地法律和法規。此外，由於違規或其他安全事件，我們可能會受到私人當事人的要求、索賠和訴訟，以及監管機構的調查、相關行動和處罰。此外，如果我們未能及時發現或補救安全漏洞，或者漏洞影響了大量機密信息，或者如果我們遭受網絡攻擊，影響了我們運營平台的能力，我們可能會損害我們的聲譽和品牌，我們的業務、財務狀況和運營結果可能會受到實質性的不利影響。此外，儘管我們維持保險範圍，但我們的保險範圍可能不足以應對數據安全違規、賠償義務或其他責任。此外，我們不能確定我們現有的保險範圍和錯誤和遺漏保險將繼續以可接受的條款提供，或者我們的保險公司不會拒絕未來的任何索賠。隨着我們繼續擴展我們的平台，擴大我們的客戶基礎，以及處理、存儲和傳輸越來越多的機密信息，我們的風險可能會增加。

我們的平台或其所依賴的公共雲和互聯網基礎設施可能會遭受中斷、中斷、缺陷以及其他性能和質量問題，這可能會對我們的業務、財務狀況和運營結果產生重大不利影響。

我們的業務和持續增長在一定程度上取決於我們的客戶和潛在客戶在可接受的時間內隨時訪問我們平台的能力。我們與客戶的協議通常規定了服務級別承諾。如果我們無法履行這些承諾，或者如果我們的平台遭受了無故停機時間，我們可能有合同義務提供財務積分或在無故停機期間延長訂閱期限，或者我們的客戶可能有權終止他們的協議並獲得按比例退款。由於無法履行這些承諾，我們過去曾提供，未來可能需要提供財政信貸和按比例退款。我們的平台或我們的平台所依賴的公共雲和互聯網基礎設施已經並可能在未來經歷中斷、停機、缺陷和其他性能和質量問題。這些問題可能由多種因素引起，包括基礎設施更改、引入新功能、專有和開源軟件中的漏洞和缺陷、人爲錯誤或不當行爲、由於大量用戶同時訪問我們的平台而導致的容量限制、設計限制、降級或拒絕服務攻擊或其他網絡攻擊或與安全相關的事件。我們用來託管我們的平台的雲計算基礎設施以及我們用來運營業務的許多內部工具的性能和可用性都不在我們的控制範圍之內；因此，我們無法完全控制我們是否滿足客戶協議中的服務級別承諾。因此，如果我們遭受的計劃外停機時間超過了我們對客戶做出的服務級別承諾，我們的業務、財務狀況和運營結果可能會受到實質性的不利影響。任何延長的服務中斷都可能對我們的業務和聲譽造成實質性的不利影響。

我們的數字分析平台是專有的，我們依賴工程、運營、產品和軟件開發團隊成員的專業知識來持續表現。維護和改進數字分析平台的性能可能會變得越來越困難和成本越來越高，特別是在高峰使用時間以及隨着我們的平台變得更加複雜和用戶流量增加。如果我們沒有有效地解決容量限制、根據需要升級我們的系統並不斷開發我們的技術和網絡架構以適應實際和預期的技術變化，我們的業務、財務狀況和運營結果可能會受到重大不利影響。

我們依賴並依賴第三方託管雲服務和互聯網基礎設施來運營我們業務的關鍵功能。例如，我們的平台和內部工具使用AWS提供的計算、存儲功能、帶寬和其他服務。如果這些服務因長時間停電、中斷或不再以商業上合理的條款提供而不可用，我們的費用可能會增加，我們管理業務的能力可能會中斷，我們管理數字分析平台的銷售和交付流程可能會受到損害，直到我們能夠識別、獲取和實施等效服務。如果我們有能力做到的話。任何這些情況都可能對我們的業務、財務狀況和經營業績產生重大不利影響。

我們的平台或其所依賴的公共雲和互聯網基礎設施的任何中斷、中斷、缺陷以及其他性能和質量問題，或者我們與我們簽訂合同的任何公共雲提供商的合同和其他業務關係發生任何重大變化，都可能導致我們平台的使用減少、費用增加（包括服務信用義務）以及對我們的品牌和聲譽的損害，其中任何情況都可能對我們的業務、財務狀況和經營業績產生重大不利影響。

我們平台中的真實或感知到的錯誤、故障、漏洞或錯誤可能會對我們的業務和增長前景產生重大不利影響。

Because our platform is complex, undetected errors, failures, vulnerabilities, or bugs may occur, especially when updates are deployed. We have discovered and expect we will continue to discover software errors, failures, vulnerabilities, and bugs in our platform and supporting information technology systems, and anticipate that certain of these errors, failures, vulnerabilities, and bugs will only be discovered and remediated after deployment to customers. Software errors, failures, vulnerabilities, and bugs in our platform or information technology systems could materially adversely affect our business and growth prospects.

Any failure to offer high-quality product support may adversely affect our relationships with our customers, our reputation, and our business, financial condition, and results of operations.

In using our Digital Analytics Platform, our customers depend on our product support team to resolve complex technical and operational issues. We may be unable to respond quickly enough to accommodate short-, medium-, and long-term increases in customer demand for product support. We also may be unable to modify the nature, scope, and delivery of our product support to compete with changes in product support services provided by our competitors. Increased customer demand for product support, without corresponding revenue, could increase costs and materially adversely affect our results of operations. Our sales are highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality product support, or a market perception that we do not maintain high-quality product support, could materially adversely affect our reputation, our ability to sell our Digital Analytics Platform to our customers and prospective customers, and our business, financial condition, and results of operations.

Incorrect or improper implementation or use of our Digital Analytics Platform could result in customer dissatisfaction and materially adversely affect our business, financial condition, and results of operations.

We often assist our customers in implementing our Digital Analytics Platform (whether through us directly or through a third-party implementation partner), and they may need training in the proper use of our Digital Analytics Platform to maximize its potential and avoid inadequate performance. If we or our implementation partners fail to train customers on how to efficiently and effectively use our Digital Analytics Platform or if we fail to provide adequate product support to our customers, we may lose opportunities for additional subscriptions, customers may choose not to renew or expand the use of our Digital Analytics Platform, we may experience negative publicity or legal claims against us, and our reputation and brand may suffer. Any of these circumstances could materially adversely affect our business, financial condition, and results of operations.

If we fail to integrate our platform with a variety of operating systems, software applications, and platforms that are developed by others, our platform may become less marketable, less competitive, or obsolete, and our business, financial condition, results of operations, and growth prospects could be materially adversely affected.

Our customers and prospective customers expect our Digital Analytics Platform to integrate with a variety of software platforms, and we need to continuously modify and enhance our platform to adapt to changes in software, browser, and database technologies. We have developed our platform to be able to integrate with third-party SaaS applications through the interaction of application programming interfaces (“APIs”). In general, we rely on the fact that the providers of such software systems continue to allow us access to their APIs to enable these custom integrations. We are subject to the standard terms and conditions of such providers, or other agreements we may have with them, which govern the distribution, operation, and fees of such software systems, and which may be subject to change by such providers. As a result of limits or prohibitions by other parties, unacceptable terms, technical difficulties, our failure to recognize demand, or for other reasons, we may not successfully build, deploy, or offer the integrations needed. If we fail to offer a variety of integrations or the integrations that our customers and prospective customers expect and demand, then our Digital Analytics Platform may become less marketable, less competitive, or obsolete, and our business, financial condition, results of operations, and growth prospects could be materially adversely affected.

We do not have the history with our subscription or pricing models necessary to accurately predict optimal pricing necessary to attract new customers and retain existing customers.

We have limited experience with respect to determining the optimal prices for our Digital Analytics Platform and, as a result, we have in the past needed, and expect in the future that we will need, to change our pricing model from time to time. As the market for our Digital Analytics Platform matures, or as new competitors introduce new products or services that compete with ours, we may be unable to attract new customers at the same price or based on the same pricing models as we have used historically. Pricing decisions may also impact the mix of adoption among our subscription plans and negatively impact our overall revenue. Although we occasionally upsell within contract terms based on customer needs, substantially all of our customer contracts have a subscription period of one year or longer, for which we primarily bill annually in advance with no obligation to renew. As a result, potential changes in our pricing policies, or our rate of customer expansion or retention, may not be fully reflected in our results of operations

until future periods. Moreover, larger organizations may demand price concessions. As a result, in the future we may be required to reduce our prices, which could materially adversely affect our business, financial condition, and results of operations.

Failure to effectively develop and expand our sales and marketing capabilities, including our relationships with channel partners, could harm our ability to increase our customer base and achieve broader market acceptance of our products and platform.

In order to increase our sales to new and existing customers, we must expand our sales and marketing operations, including our sales force and third-party channel partners, and continue to dedicate significant resources to inbound sales and marketing programs, both domestically and internationally. Our ability to increase our customer base and achieve broader market acceptance of our products will depend, in part, on our ability to effectively organize, focus, and train our sales and marketing personnel. If we are unable to increase adoption of our Digital Analytics Platform by new and existing customers, especially enterprise customers, our business, financial condition, and results of operations may be materially adversely affected.

Our efforts to develop and expand our sales and marketing capabilities will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date. We may not achieve anticipated revenue growth from expanding our sales and marketing capabilities, and our business, financial condition, results of operations, and growth prospects may be materially adversely affected, if we are unable to hire, develop, integrate, and retain talented and effective sales personnel and global systems integrators, consultancies, and digital agencies; if our new and existing sales personnel are unable to achieve desired productivity levels in a reasonable period of time; or if our sales and marketing programs are not effective.

We may be unable to build and maintain successful relationships with our channel partners or such channel partners may fail to perform, which could materially adversely affect our business, financial condition, results of operations, and growth prospects.

We employ a go-to-market business model whereby a portion of our revenue is generated by sales through our channel partners, such as independent software vendors and resellers, that further expand the reach of our direct sales force into additional geographies, sectors, and industries. In particular, we have entered, and intend to continue to enter, into strategic sales distributor and reseller relationships in certain international markets where we do not have a local presence. We provide certain of our channel partners with specific training and programs to assist them in selling access to our Digital Analytics Platform, but there can be no assurance that these steps will be effective. In addition, if our channel partners are unsuccessful in marketing and selling access to our Digital Analytics Platform, it would limit our expansion into certain geographies, sectors, and industries. If we are unable to develop and maintain effective sales incentive programs for our channel partners, we may not be able to incentivize these partners to sell access to our Digital Analytics Platform to customers.

Some of these partners may also market, sell, and support offerings that are competitive with ours, may devote more resources to the marketing, sales, and support of such competitive offerings, may have incentives to promote our competitors’ offerings to the detriment of our own, or may cease selling access to our Digital Analytics Platform altogether. Our channel partners could subject us to lawsuits, potential liability, and reputational harm if, for example, any of our channel partners misrepresents the functionality of our Digital Analytics Platform to customers or violates laws or our or their corporate policies. Our ability to achieve revenue growth in the future will depend, in part, on our success in maintaining successful relationships with our channel partners, identifying additional channel partners, including in new markets, and training our channel partners to independently sell access to our Digital Analytics Platform. If our channel partners are unsuccessful in selling access to our Digital Analytics Platform, or if we are unable to enter into arrangements with or retain a sufficient number of high-quality channel partners in each of the regions in which we sell access to our Digital Analytics Platform and keep them motivated to sell access to our Digital Analytics Platform, our business, financial condition, results of operations, and growth prospects could be materially adversely affected.

If our marketing strategies are not effective in attracting new customers and retaining existing customers, our business and ability to grow our revenues would be harmed.

We rely on our marketing strategies—which consist of a combination of online and offline marketing programs such as online advertising, blogs, public relations, social media, user conferences, educational white papers and webinars, product demos, workshops, roundtables, and customer case studies, offering customers a free-tier, self-service option, and other inbound lead generation and outbound sales strategies—to drive our sales and revenue. These strategies may not continue to generate the level of sales necessary to increase our revenue. If our outbound sales efforts are unsuccessful at attracting new customers and retaining existing customers, we may be unable to grow our market share and revenue. If our customer base does not continue to grow through word-of-mouth marketing and viral adoption or outbound sales efforts, we may be required to incur significantly higher sales and marketing expenses in order to acquire new subscribers, which could materially adversely affect our business and results of operations. In addition, high levels of customer satisfaction and market adoption are central to our marketing model. Any decrease in our customers’ satisfaction with our products, including as a result of actions outside of our control, could harm word-of-mouth referrals and our brand.

Additionally, many customers never convert from our free-tier, self-service option to a paid subscription contract. Further, we often depend on individuals within an organization who initiate our free-tier, self-service option being able to convince decision-makers within their organization to convert to a subscription contract. Many of these organizations have complex and multi-layered purchasing requirements. To the extent that these free-tier customers do not become paying subscribers, we will not realize the intended benefits of this marketing strategy.

Sales efforts to larger organizations involve risks that may not be present or that are present to a lesser extent with respect to sales to smaller organizations.

We have experienced rapid growth in our customer base since our inception. Although our growth strategy includes acquiring new customers across industries, company size, and stages of digital maturity, we believe there is a significant opportunity to continue to penetrate the largest global organizations. Sales to larger organizations involve risks that may not be present, or that are present to a lesser extent, with sales to smaller organizations, such as longer sales cycles, more complex customer requirements, substantial upfront sales costs, and less predictability in completing some of our sales. For example, enterprise customers, which we define as customers with more than 1,000 employees or $100 million in revenue, may require considerable time to evaluate and test our Digital Analytics Platform prior to making a purchase decision and placing an order. A number of factors influence the length and variability of our sales cycle, including the need to educate potential customers about the uses and benefits of our Digital Analytics Platform, the discretionary nature of purchasing and budget cycles, and the competitive nature of evaluation and purchasing approval processes. As a result, the length of our sales cycle, from identification of the opportunity to deal closure, may vary significantly from customer to customer, with sales to enterprises typically taking longer to complete. In recent periods, the average length of our sales cycle to enterprises was four to six months, as compared to one to three months to non-enterprise customers. In addition, larger organizations may demand more features and integration services. Sales to larger organizations also may increase the variability of our financial results. If we are unable to close one or more expected significant transactions with these customers in a particular period, or if an expected transaction is delayed until a subsequent period, our results of operations for that period, and for any future periods in which revenue from such transaction would otherwise have been recognized, may be adversely affected. If we fail to effectively manage these risks associated with sales cycles and sales to larger organizations, our business, financial condition, and results of operations may be materially adversely affected.

If we are unable to maintain and enhance our brand, our business, financial condition, and results of operations may be materially adversely affected.

We believe that maintaining and enhancing our reputation as a differentiated and category-defining company in digital analytics is critical to our relationships with our existing customers and to our ability to attract new customers. The successful promotion of our brand attributes will depend on a number of factors, including our marketing efforts, our ability to ensure that our platform remains reliable and secure, our ability to continue to develop high-quality software, and our ability to successfully differentiate our Digital Analytics Platform from competitive products and services. In addition, independent industry analysts often provide reviews of our Digital Analytics Platform, as well as products and services offered by our competitors, and the market perception of our Digital Analytics Platform may be significantly influenced by these reviews. If these reviews are negative, or less positive as compared to those of our competitors’ products and services, our brand may be adversely affected. It may also be difficult to maintain and enhance our brand in connection with sales through channel or strategic partners.

The promotion of our brand requires us to make substantial expenditures, and we anticipate that the expenditures will increase as our market becomes more competitive, as we expand into new markets, and as more sales are generated through our channel partners. To the extent that these activities yield increased revenue, this revenue may not offset the increased expenses we incur. If we do not successfully maintain and enhance our brand, our business may not grow, we may have reduced pricing power relative to competitors, and we could lose customers or fail to attract potential customers, all of which would materially adversely affect our business, financial condition, and results of operations.

Our operations are international in scope, and we plan further geographic expansion, creating a variety of operational challenges.

For the years ended December 31, 2024 and 2023, 40% and 39% of our revenue was generated outside the United States, respectively. A component of our growth strategy involves the further expansion of our operations and customer base internationally, which will require significant dedication of management attention and financial resources. We are continuing to adapt to and develop strategies to address international markets, but there is no guarantee that such efforts will have the desired effect. Our sales organization outside the United States is substantially smaller than our sales organization in the United States, and to date, only a very small portion of our sales has been driven by resellers or other channel partners. To the extent we are unable to effectively engage with non-U.S. customers due to our limited sales force capacity and limited channel partners, we may be unable to effectively grow in international markets.

Our current and future international business and operations involve a variety of risks, including:

If we invest substantial time and resources to further expand our international operations and are unable to do so successfully and in a timely manner, our business, financial condition, and results of operations could be materially adversely affected.

The war in Ukraine could materially adversely affect our business, results of operations, and financial condition.

In February 2022, Russian military forces invaded Ukraine, and although the length, impact, and outcome of the ongoing war in Ukraine is highly unpredictable, this war has led, and could continue to lead, to significant market and other disruptions, including instability in financial markets, supply chain interruptions, political and social instability, and changes in consumer or purchaser preferences, as well as an increase in cyberattacks, intellectual property theft, and espionage.

We are continuing to monitor the situation in Ukraine and assessing its impact on our business, including our business partners and customers. Such circumstances, combined with sanctions have resulted in disruptions to our customers businesses in the impacted regions, including, at times, their ability to pay for our services. As such, we may experience a reduction in revenue from customers in the impacted regions as long as these circumstances continue.

We have no way to predict the progress or outcome of the war in Ukraine or its impacts in Ukraine, Russia, or surrounding countries as the war, and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of the war, sanctions, and resulting market disruptions could be significant and could potentially have a substantial impact on the global economy and our business for an unknown period of time. Any of the above-mentioned factors could materially adversely affect our business, financial condition, and results of operations. Any such disruptions may also magnify the impact of other risks described in this “Risk Factors” section and elsewhere in this Annual Report on Form 10-K.

We derive, and expect to continue for some time to derive, substantially all of our revenue from our Amplitude Analytics product.

Although we have released our Amplitude CDP, Amplitude Experiment, Amplitude Session Replay, Warehouse Native Amplitude, and Guides and Surveys products, we currently derive, and expect to continue for some time to derive, substantially all of our revenue from our Amplitude Analytics product. As such, the continued growth in demand for, and market acceptance, of Amplitude Analytics is critical to our success. Demand for Amplitude Analytics and our other products and platform functionality is affected by a number of factors, many of which are beyond our control, such as continued market acceptance of our products by customers for existing and new use cases, the timing of development and release of new products, features, and functionality that are lower-cost alternatives introduced by us or our competitors, technological changes, and developments within the markets we serve, and growth or contraction in our addressable markets. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of our products, particularly our Amplitude Analytics product, our business, financial condition, and results of operations could be materially adversely affected.

We invest significantly in research and development, and to the extent our research and development investments do not translate into new products or material enhancements to our current products, or if we do not use those investments efficiently, our business, financial condition, and results of operations would be materially adversely affected.

For the years ended December 31, 2024 and 2023, our research and development expenses were 33% of our revenue. If we do not spend our research and development budget efficiently or effectively on compelling innovation and technologies, our business may be harmed. Moreover, research and development projects can be technically challenging and expensive. The nature of these research and development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we are able to offer compelling products and generate revenue, if any, from such investment. Additionally, anticipated customer demand for a product or service we are developing could decrease after the development cycle has commenced, and we would nonetheless be unable to avoid substantial costs associated with the development of any such product or service. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of products that are competitive in our current or future markets, our business, financial condition, and results of operations would be materially adversely affected.

We agree to indemnify customers and other third parties, which exposes us to substantial potential liability.

Our contracts with customers and other third parties may include indemnification or other provisions under which we agree to indemnify or otherwise be liable to them for losses arising from alleged infringement, misappropriation, or other violation of intellectual property rights, data protection violations, breaches of representations and warranties, damage to property or persons, or other liabilities arising from our platform or such contracts. Although we attempt to limit our indemnity obligations, an event triggering our indemnity obligations could give rise to multiple claims involving multiple customers or other third parties. These claims may require us to initiate or defend protracted and costly litigation on behalf of our customers and other third parties, regardless of the merits of these claims. We may not have adequate or any insurance coverage and may be liable for up to the full amount of the indemnified claims, which could result in substantial liability or material disruption to our business or could negatively impact our relationships with customers or other third parties, reduce demand for our products, and materially adversely affect our business, financial condition, and results of operations.

We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business, which may require us to engage in debt or equity financings to secure additional funds. Additional financing may not be available on terms favorable to us, if at all. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could materially adversely affect our business, financial condition, and results of operations. If we incur debt, the debt holders would have rights senior to holders of common stock to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. Furthermore, if we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of debt or equity securities. As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing the value of our common stock and diluting their interests.

Our intellectual property rights may not protect our business or provide us with a competitive advantage, which could have a material adverse effect on our business, financial condition, and results of operations.

To be successful, we must protect our technology and brand in the United States and other jurisdictions through trademarks, trade secrets, patents, copyrights, service marks, invention assignments, contractual restrictions, and other intellectual property rights and confidentiality procedures. Despite our efforts to implement these protections, these measures may not protect our business or provide us with a competitive advantage for a variety of reasons, including:

Further, the laws of certain foreign countries, particularly certain developing countries, do not provide the same level of protection of corporate proprietary information and assets, such as intellectual property, trademarks, trade secrets, know-how, and records, as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our intellectual property or proprietary rights in foreign jurisdictions. Additionally, we may also be exposed to material risks of theft or unauthorized reverse engineering of our proprietary information and other intellectual property, including technical data, data sets, or other sensitive information. Our efforts to enforce our intellectual property rights in such foreign countries may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop, which could have a material adverse effect on our business, financial condition, and results of operations.

We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom we have strategic relationships and business alliances. No assurance can be given that these agreements will be effective in controlling access to and distribution of our products and proprietary information. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform and offerings.

Further, litigation may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any litigation, whether or not resolved in our favor, could result in significant expense to us, divert the efforts of our technical and management personnel, and result in counterclaims with respect to infringement of intellectual property rights by us. If we are unable to prevent third parties from infringing upon or misappropriating our intellectual property or are required to incur substantial expenses defending our intellectual property rights, our business, financial condition, and results of operations may be materially adversely affected.

We may become subject to intellectual property disputes, which are expensive to support and, if resolved adversely, may subject us to significant liability and increased costs of doing business, which could have a material adverse effect on us.

We compete in markets where there are a large number of patents, copyrights, trademarks, trade secrets, and other intellectual and proprietary rights, as well as disputes regarding infringement of these rights. Many of the holders of patents, copyrights, trademarks, trade secrets, and other intellectual and proprietary rights have extensive intellectual property portfolios and greater resources than we do to enforce their rights. As compared to our large competitors, our patent portfolio is relatively undeveloped and may not provide a material deterrent to such assertions or provide us with a strong basis to counterclaim or negotiate settlements. Further, to the extent assertions are made against us by entities that hold patents but are not operating companies, our patent portfolio may not provide deterrence because such entities are not concerned with counterclaims.

Any intellectual property litigation to which we become a party may require us to do one or more of the following:

Intellectual property litigation is typically complex, time consuming, and expensive to resolve and would divert the resources, time, and attention of our management and technical personnel, which might seriously harm our business, financial condition, and results of operations. We may be required to settle such litigation on terms that are unfavorable to us. For example, a settlement may require us to obtain a license to continue practices found to be in violation of a third party’s rights, which may not be available on reasonable terms and may significantly increase our operating expenses. A license to continue such practices may not be available to us at all. As a result, we may also be required to develop alternative, non-infringing technology or practices or discontinue the practices. The development of alternative non-infringing technology or practices would require significant effort and expense. Similarly, if any litigation to which we may be a party fails to settle and we go to trial, we may be subject to an unfavorable judgment which may not be reversible upon appeal.

Further, such litigation may also result in adverse publicity, which could harm our reputation and ability to attract or retain customers. As we grow, we may experience a heightened risk of allegations of intellectual property infringement. An adverse result in any litigation claims against us could have a material adverse effect on our business, financial condition, and results of operations.

Our use of “open-source” software could negatively affect our ability to sell our platform and subject us to possible litigation.

We use software in our Digital Analytics Platform that is licensed from third parties pursuant to open-source licenses. Certain open-source software licenses require a user who distributes or otherwise makes available the open-source software in connection with the user’s proprietary software to disclose publicly part or all of the source code to the user’s proprietary software. The use and distribution of open-source software may entail greater risks than the use of third-party commercial software, as open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. Additionally, certain open-source software licenses are difficult to interpret and require the user of such software to make the source code of any derivative works of the open-source code and certain related software available to third parties with few restrictions on the use or further distribution of such software by such third parties. As a result, we may face claims from others seeking to enforce the terms of an open-source license, including by demanding the release of derivative works of the open-source software and our proprietary source code that was developed or used in connection with such software. These claims could also result in litigation and require us to replace certain open-source software with proprietary software licensed under costly commercial licenses or require us to devote additional research and development resources to change our platform, any of which would have a material adverse effect on our business and results of operations. Although we have implemented policies to regulate the use and incorporation of open-source software into our platform, we cannot be certain that we have not incorporated open-source software in our platform in a manner that is inconsistent with such policies. Any use of open-source software inconsistent with our policies or licensing terms could materially adversely affect our business, financial condition, and results of operations.

We are subject to government regulation, including import, export control, economic sanctions, and trade sanctions, and anti-corruption laws and regulations, which may expose us to liability and increase our costs.

Our activities must be conducted in compliance with U.S. export controls, including the U.S. Department of Commerce’s Export Administration Regulations and economic and trade sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). These regulations may limit the export of our products and provision of our services outside of the United States, or may require export authorizations, including by license, a license exception, or other appropriate government authorizations, including annual or semi-annual reporting and the filing of an encryption registration. Export control and economic sanctions laws may also include prohibitions on the sale or supply of certain of our products to embargoed or sanctioned countries, regions, governments, persons, and entities. In addition, various countries regulate the importation of certain products, through import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our products. The exportation, reexportation, and importation of our products and the provision of services, including by our partners, must comply with these laws or else we may be adversely affected, through reputational harm, government investigations, penalties, and a denial or curtailment of our ability to export our products or provide services. Complying with export control and sanctions laws may be time consuming and may result in the delay or loss of sales opportunities. Although we have controls designed to prevent our services from being used in violation of such laws, we are aware of a limited number of past occasions in which persons from U.S. sanctioned countries or regions appear to have accessed our platform. We have taken measures designed to prevent such situations from reoccurring, but there can be no guarantee that such measures will be successful in every case. If we are found to be in violation of U.S. sanctions or export control laws, it could result in substantial fines and penalties for us and for individuals working for us. Changes in export or import laws, or corresponding sanctions, may delay the introduction and sale of our services in international markets, or, in some cases, prevent the export or import of our services to certain countries, regions, governments, persons, or entities altogether, which could materially adversely affect our business, financial condition, and results of operations.

We are also subject to various domestic and international anti-corruption laws, such as the FCPA and the UK Bribery Act, as well as other similar anti-bribery and anti-kickback laws and regulations. These laws and regulations generally prohibit companies and their employees and intermediaries from directly or indirectly authorizing, promising, offering, or providing payments or benefits to government officials and other recipients for improper purposes, such as to obtain or retain business improperly or secure an improper business advantage. We rely on certain third parties to support our sales and regulatory compliance efforts and can be held liable in certain cases for their corrupt or other illegal activities, even if we do not explicitly authorize such activities. The FCPA also requires that we keep accurate books and records and maintain a system of adequate internal controls. Although we take precautions to prevent violations of these laws, we cannot provide assurance that our internal controls and compliance systems will always prevent misconduct by our employees, agents, third parties, or business partners. Our exposure for violating these laws will increase as our international presence expands and as we increase sales and operations in foreign jurisdictions.

Violations of applicable anti-corruption, export controls, or economic, and trade sanctions laws could subject us to significant sanctions, including civil or criminal fines and penalties, disgorgement of profits, injunctions, and debarment from government contracts, as well as related stockholder lawsuits and other remedial measures, all of which could adversely affect our reputation, business, financial condition, and results of operations. Violations or allegations of violations could also result in whistleblower complaints, adverse media coverage, and investigations, any of which could have a material adverse effect on our reputation, business, and results of operations.

Our business may be affected by the evolving regulatory framework for AI Technologies.

The regulatory framework for AI Technologies is rapidly evolving as many federal, state, and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations. Additionally, existing laws and regulations may be interpreted in ways that would affect the operation of our AI Technologies. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations.

Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI Technologies, and new laws regulating AI Technologies either entered into force in the United States and the EU in 2024 or are expected to enter into force in 2025. In the United States, the Trump administration has rescinded an executive order relating to AI Technologies that was previously implemented by the Biden administration. The Trump administration may continue to rescind other existing federal orders and/or administrative policies relating to AI Technologies or may implement new executive orders and/or other rule making relating to AI Technologies in the future. Any such changes at the federal level could require us to expend significant resources to modify our products, services, or operations to ensure compliance or remain competitive. U.S. legislation related to AI Technologies has also been introduced at the federal level and is advancing at the state level. For example, the California Privacy Protection Agency is currently in the process of finalizing regulations under the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (collectively, the “CCPA”) regarding the use of automated decision-making. California also enacted seventeen new laws in 2024 that further regulate use of AI Technologies and provide consumers with additional protections around companies’ use of AI Technologies, such as requiring companies to disclose certain uses of generative AI. Other states have also passed AI-focused legislation, such as

Colorado’s Artificial Intelligence Act, which will require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination, and Utah’s Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions.

In Europe, on May 21, 2024, the European Union legislators approved the EU Artificial Intelligence Act (the “EU AI Act”), which establishes a comprehensive, risk-based governance framework for AI in the EU market. The EU AI Act is expected to enter into force on August 1, 2024, and the majority of the substantive requirements will apply two years later. The EU AI Act will apply to companies that develop, use and/or provide AI in the EU and includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and proposes fines for breach of up to 7% of worldwide annual turnover. In addition, on September 28, 2022, the European Commission proposed two Directives seeking to establish a harmonized civil liability regime for AI in the EU, in order to facilitate civil claims in respect of harm caused by AI and to include AI-enabled products within the scope of the EU’s existing strict product liability regime. Once fully applicable, the EU AI Act and the Liability Directives will have a material impact on the way AI is regulated in the EU. Further, in Europe we are subject to the GDPR, which regulates our use of personal data for automated decision making that results in a legal or similarly significant effect on an individual, and provides rights to individuals in respect of that automated decision making. Recent case law from the Court of Justice of the European Union (“CJEU”) has taken an expansive view of the scope of the GDPR’s requirements around automated decision making and introduced uncertainty in the interpretation of these rules. Specifically, the CJEU has expanded the scope for automated decision making under the GDPR by finding that automated decision making activities can fall within the GDPR’s restrictions on those activities even if the required legal or similarly significant effect for the individual is carried out by a third party. The EU AI Act, and developing interpretation and application of the GDPR in respect of automated decision making, together with developing guidance and/or decisions in this area, may affect our use of AI Technologies and our ability to provide, improve or commercialize our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations and financial condition.

It is possible that new laws and regulations will be adopted in the United States and in other non-U.S. jurisdictions, or it is possible that new laws and regulations will be adopted in the United States and in other non-U.S. jurisdictions, or that existing laws and regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI Technologies for our business, or require us to change the way we use AI Technologies in a manner that negatively affects the performance of our products, services, and business and the way in which we use AI Technologies. We may need to expend resources to adjust our products or services in certain jurisdictions if the laws, regulations, or decisions are not consistent across jurisdictions. Further, the cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI Technologies). Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition, and results of operations.

Our business may be affected by sanctions, export controls, and similar measures targeting Russia and other countries and territories, as well as other responses to Russia’s invasion of Ukraine.

As a result of Russia’s invasion of Ukraine, governmental authorities in the United States, the European Union, and the United Kingdom, among others, launched an expansion of coordinated sanctions and export control measures, including, for example:

As the war in Ukraine continues, there can be no certainty regarding whether the governmental authorities in the United States, the European Union, the United Kingdom, or other countries will impose additional sanctions, export controls, or other measures targeting Russia, Belarus, or other territories. Furthermore, in retaliation against new international sanctions and as part of measures to stabilize and support the volatile Russian financial and currency markets, the Russian authorities also imposed significant currency control measures aimed at restricting the outflow of foreign currency and capital from Russia, imposed various restrictions on transacting with non-Russian parties, banned exports of various products, and imposed other economic and financial restrictions.

Our business must be conducted in compliance with applicable economic and trade sanctions laws and regulations, including those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, and other relevant governmental authorities. We must be ready to comply with the existing and any other potential additional measures imposed in connection with the war in Ukraine. The imposition of such measures could adversely impact our business, including preventing us from performing existing contracts, recognizing revenue, pursuing new business opportunities, or receiving payment for subscriptions from our existing customers.

On June 12, 2024, the U.S. Department of the Treasury’s Office of Foreign Assets Control issued, pursuant to Executive Order 14071 and 31 CFR § 587.802, a determination—“Prohibition on Certain Information Technology and Software Services”—that restricts the provision of certain IT and software-related services to Russia. The determination prohibits U.S. persons, wherever located, from exporting, reexporting, selling, or supplying IT support and cloud-based services for enterprise management software and design and manufacturing software to persons located in Russia. Although it is not clear that Amplitude’s software and services are captured by this determination, out of an abundance of caution, we ceased providing our software or IT support or cloud-based services to persons located in Russia on September 12, 2024, when the determination took effect. As a result, we have experienced a decrease in revenue since September 12, 2024 as well as additional bad debts due to changes in our ability to collect open receivables from customers that have had service disruptions caused by this determination.

We believe we do not currently have contracts directly with the entities or businesses on a sanctions-related list of designated persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any Member States of the European Union, or the United Kingdom, and we currently do not have facilities or employees in Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, or the so-called Luhansk People’s Republic. We continue to review and monitor our contractual relationships with suppliers and customers to establish whether any are implicated by applicable sanctions. However, given the range of possible outcomes, the full costs, burdens, and limitations on our and our customer’s and business partners’ businesses are currently unknown and may become significant. As a result, based on the extent and breadth of sanctions, export controls, and other measures that may be imposed and related effects in connection with the war in Ukraine, it is possible that our business, financial condition, and results of operations could be materially adversely affected.

Complying with evolving privacy and other data-related laws, as well as contractual and other requirements, may be expensive and force us to make adverse changes to our business, and the failure or perceived failure to comply with such laws, contracts, and other requirements could result in adverse reputational and brand damage and significant fines and liability or otherwise materially adversely affect our business and growth prospects.

We are subject to numerous federal, state, local, and foreign privacy and data protection laws, regulations, policies, and contractual obligations that apply to the collection, transmission, storage, processing, sharing, disclosure, security, and use of personal information or personal data which, among other things, impose certain requirements relating to the privacy and security of personal information and other data. Laws and regulations governing privacy and data protection, the use of the internet as a commercial medium, the use of data in AI and ML, and data sovereignty requirements are rapidly evolving, extensive, complex, and include inconsistencies and uncertainties and may conflict with other rules or our practices. Further, new laws, rules, and regulations could be enacted with which we are not familiar or with which our current practices do not comply.

We may incur significant expenses to comply with the laws, regulations, and other obligations that apply to us. For example, the GDPR went into effect in May 2018 and imposes stringent data protection requirements for processing the personal data of individuals within the EEA or in the context of our activities within the EEA, including certain disclosure requirements, limitations on retention of personal data, mandatory data breach notification requirements, and additional obligations. Non-compliance with the GDPR can trigger fines of up to the greater of €20 million or 4% of our global annual turnover. Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States, and the efficacy and longevity of current transfer mechanisms between the EEA and the United States remains uncertain. Case law from the CJEU states that reliance on the standard contractual clauses—a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism—alone may not necessarily be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis. The European Commission adopted its Adequacy Decision in relation to the new E.U.-U.S. Data Privacy Framework (“DPF”) on July 10, 2023, rendering the DPF effective as a GDPR transfer mechanism to U.S. entities self-certified under the DPF. We expect the regulatory guidance and enforcement landscape to continue to develop, in relation to transfers to the United States and elsewhere. As a result, we may have to make certain operational changes and we will have to implement revised standard contractual clauses and other relevant documentation for existing data transfers within required time frames.

Since the beginning of 2021, companies have also had to comply with both the GDPR and the UK GDPR, which, together with the amended UK Data Protection Act 2018, retains the GDPR in U.K. national law. The UK GDPR mirrors the fines under the GDPR, imposing fines up to the greater of €20 million (£17.5 million) or 4% of a non-compliant undertaking’s annual global revenue for the preceding financial year. On October 12, 2023, the UK Extension to the DPF came into effect (as approved by the U.K. Government), as a data transfer mechanism from the United Kingdom to U.S. entities self-certified under the DPF. As we continue to expand into other foreign countries and jurisdictions, we may be subject to additional laws and regulations that may affect how we conduct business.

In addition to the European Union and United Kingdom, a growing number of other global jurisdictions are considering, or have passed, legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our platform, particularly as we expand our operations internationally. Some of these laws, such as the General Data Protection Law in Brazil, or the Act on the Protection of Personal Information in Japan, impose similar obligations as those under the GDPR. Others, such as those in Russia, India, and China, could potentially impose more stringent obligations, including data localization requirements. If we are unable to develop and offer features that meet legal requirements or help our customers meet their obligations under the laws or regulations relating to privacy, data protection, or information security, or if we violate or are perceived to violate any laws, regulations, or other obligations relating to privacy, data protection, or information security, we may experience reduced demand for our Digital Analytics Platform, harm to our reputation, and could become subject to investigations, claims, and other remedies, which would expose us to significant fines, penalties, and other damages, all of which would harm our business. Further, given the breadth and depth of changes in global data protection obligations, compliance has caused us to expend significant resources, and such expenditures are likely to continue into the future as we continue our compliance efforts and respond to new interpretations and enforcement actions.

The data protection landscape is also rapidly growing and evolving in the United States. As our operations and business grow, we may become subject to or affected by new or additional data protection laws and regulations and face increased scrutiny or attention from regulatory authorities. For example, the CCPA, requires covered businesses that process the personal information of California residents to, among other things: (i) provide certain disclosures to California residents regarding the business’s collection, use, and disclosure of their personal information, (ii) receive and respond to requests from California residents to access, delete, and correct their personal information, or to opt out of certain disclosures of their personal information, and (iii) enter into specific contractual provisions with service providers that process California resident personal information on the business’s behalf. Additional compliance investment and potential business process changes may be required. Similar laws have been passed in other states and are

continuing to be proposed at the state and federal level, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of such laws may have potentially conflicting requirements that would make compliance challenging.

Furthermore, the FTC and many state Attorneys General continue to enforce federal and state consumer protection laws against companies for online collection, use, dissemination, and security practices that appear to be unfair or deceptive. For example, according to the FTC, failing to take appropriate steps to keep consumers’ personal information secure can constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Additionally, federal and state consumer protection laws are increasingly being applied by FTC and states’ attorneys general to regulate the collection, use, storage, and disclosure of personal or personally identifiable information, through websites or otherwise, and to regulate the presentation of website content. There are also a number of legislative proposals in the United States, at both the federal and state level, and in the European Union and elsewhere, that could impose new obligations in areas such as e-commerce and other related legislation or liability for copyright infringement by third parties. We cannot yet determine the impact that these future laws, regulations, and standards may have on our business.

Although we work to comply with applicable laws, regulations, and standards, our contractual obligations, and other legal obligations, these requirements are evolving and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another or other legal obligations with which we must comply. Any failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third parties to comply with such requirements or adequately address privacy and security concerns, even if unfounded, could result in additional costs and liability to us and damage to our reputation, and could adversely affect our business and results of operations. In addition, if our practices are not consistent, or viewed as not consistent, with legal and regulatory requirements, including changes in laws, regulations, and standards or new interpretations or applications of existing laws, regulations, and standards, we may also become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, or criminal or civil sanctions, all of which may harm our business, financial condition, and results of operations.

We may become subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes or employment claims made by our current or former employees. Litigation might result in substantial costs and may divert management’s attention and resources, which might materially adversely affect our business, financial condition, and results of operations. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us (including premium increases or the imposition of large deductible or co-insurance requirements). A claim brought against us that is uninsured or underinsured could result in unanticipated costs, potentially having a material adverse effect on our business, financial condition, and results of operations. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.

We conduct transactions, particularly intercompany transactions, in currencies other than the U.S. dollar. While we have primarily transacted with customers and vendors in U.S. dollars, we have transacted in foreign currencies for subscriptions to our Digital Analytics Platform, and we expect to significantly expand the number of transactions with customers for our Digital Analytics Platform that are denominated in foreign currencies. A portion of our operating expenses are incurred outside the United States, denominated in foreign currencies, and subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, British Pound, Canadian Dollar, Singapore Dollar, Australian Dollar, and Japanese Yen. In addition, our international subsidiaries maintain net assets denominated in currencies other than the functional operating currencies of these entities. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect our results of operations due to transactional and translational remeasurements. As a result of these foreign currency exchange rate fluctuations, it could be more difficult to detect underlying trends in our business and results of operations. To the extent that fluctuations in currency exchange rates cause our results of operations to differ from our expectations or the expectations of our investors, the trading price of our Class A common stock could be adversely affected. We do not currently maintain a program to hedge transactional exposures in foreign currencies. However, in the future, we may use derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of these hedging instruments may not offset any, or more than a portion of, the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place, and may introduce additional risks if they are not structured effectively.

In addition, our international subsidiaries maintain net assets denominated in currencies other than the functional operating currencies of these entities. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect our revenue and results of operations due to transactional and translational remeasurements. As a result of these foreign currency exchange rate fluctuations, it could be more difficult to detect underlying trends in our business and results of operations. To the extent that fluctuations in currency exchange rates cause our results of operations to differ from our expectations or the expectations of our investors, the trading price of our Class A common stock could be adversely affected.

Our global operations and structure subject us to potentially adverse tax consequences.

We generally conduct our global operations through subsidiaries and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. A change in our global operations could result in higher effective tax rates, reduced cash flows, and lower overall profitability. In particular, our intercompany relationships are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant revenue and taxing authorities may disagree with positions we have taken generally, or our determinations as to the value of assets sold or acquired or income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations.

In addition, over the past several years, the Organisation for Economic Co-operation and Development (the “OECD”) has been working on a base erosion and profit shifting (“BEPS”) project that seeks to establish certain international standards for taxing the worldwide income of multinational companies. As part of the OECD’s BEPS project, over 130 member jurisdictions of the OECD Inclusive Framework have joined the Two-Pillar Solution to Address the Tax Challenges of the Digitalisation of the Economy, which includes a reallocation of taxing rights among jurisdictions and a global minimum tax rate of 15%. As a result of these developments, the tax laws of certain countries in which we do business could change on a prospective or retroactive basis, and any such changes could increase our liabilities for taxes, interest, and penalties, and therefore could materially adversely affect our cash flows, financial condition, and results of operations.

Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards (“NOLs”) to offset its post-change income or taxes may be limited. We have completed a Section 382 study through December 31, 2023 and have determined that none of our NOLs generated through December 31, 2023 will expire solely due to Section 382 limitations caused by ownership changes prior to December 31, 2023. We are in the process of updating our Section 382 study through December 31, 2024. However, we may have experienced ownership changes after December 31, 2023, and may experience ownership changes as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. Such a change or changes could limit the amount of NOLs that we can utilize annually to offset future taxable income. Other limitations, such as those under the Tax Cuts and Jobs Act, as modified by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which limit the deductibility of federal NOLs in taxable years beginning after December 31, 2020, to 80% of taxable income, and subsequent changes to the U.S. tax rules in respect of the utilization of NOLs may further affect our ability to use our NOLs in future years. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

Changes in our effective tax rate or tax liability may have a material adverse effect on our results of operations.

We are subject to income taxes in the United States and various foreign jurisdictions. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are many transactions where the ultimate tax determination is uncertain. We believe that our provision for income taxes is reasonable, but the ultimate tax outcome may differ from the amounts recorded in our consolidated financial statements and may materially affect our financial results in the period or periods in which such outcome is determined.

Any of these developments could materially adversely affect our results of operations.

In addition, we may be subject to income tax audits by many tax jurisdictions throughout the world, many of which have not established clear guidance on the tax treatment of SaaS-based companies. Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions in any period could have a material adverse effect on the results of operations for that period.

We could be required to collect additional sales or indirect taxes or be subject to other tax liabilities that may increase the costs our customers would have to pay for our products and materially adversely affect our results of operations.

We currently collect and remit applicable sales and indirect taxes and other applicable transfer taxes in jurisdictions where we, through our employees or economic activity, have a presence and where we have determined, based on applicable legal precedents, that sales or licensing of our products are classified as taxable. We do not currently collect and remit state and local excise, utility user and ad valorem taxes, fees, or surcharges in jurisdictions where we believe we do not have sufficient “nexus.” There is uncertainty as to what constitutes sufficient nexus for a state or local jurisdiction to levy taxes, fees, and surcharges for sales made over the internet, and there is also uncertainty as to whether our characterization of our products as not taxable in certain jurisdictions will be accepted by state and local tax authorities.

An increasing number of states have considered or adopted laws that attempt to impose tax collection obligations on out-of-state companies. Additionally, the Supreme Court of the United States ruled in South Dakota v. Wayfair, Inc. et al. (“Wayfair”), that online sellers can be required to collect sales and use tax despite not having a physical presence in the buyer’s state. In response to Wayfair, or otherwise, states or local governments may adopt, or begin to enforce, laws requiring us to calculate, collect, and remit taxes on sales in their jurisdictions. A successful assertion by one or more states requiring us to collect taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently do collect some taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest. The imposition by state governments or local governments of sales tax collection obligations on out-of-state sellers could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors, and decrease our future sales, which could have a material adverse effect on our business and results of operations.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

U.S. generally accepted accounting principles (“U.S. GAAP”) are subject to interpretation by the Financial Accounting Standards Board, the Securities and Exchange Commission (the “SEC”), and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported results of operations and could affect the reporting of transactions already completed before the announcement of a change.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be materially adversely affected.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes appearing elsewhere in this Annual Report on Form 10-K. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” within this Annual Report on Form 10-K. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant estimates and judgments involve those related to revenue recognition, deferred commissions, valuation of our stock-based compensation awards, including the determination of the fair value of our common stock, valuation of goodwill and intangible assets, accounting for income taxes, and useful lives of long-lived assets, among others. Our results of operations may be materially adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.

If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.

We review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. An adverse change in market conditions, particularly if such change has the effect of changing one of our critical assumptions or estimates, could result in a change to the estimation of fair value that could result in an impairment charge to our goodwill or intangible assets. Any such charges may have a material adverse effect on our results of operations.

The trading price of our Class A common stock has been, and in the future, may be, volatile, and could decline significantly and rapidly.

The trading price of our Class A common stock has fluctuated and may in the future fluctuate substantially in response to numerous factors in addition to the ones described in the preceding risk factors, many of which are beyond our control, including:

In addition, stock markets with respect to newly public companies, particularly companies in the technology industry, have experienced significant price and volume fluctuations that have affected and continue to affect, the stock prices of these companies. Stock prices of many companies, including technology companies, have fluctuated in a manner often unrelated to the operating performance of those companies. In the past, companies that have experienced volatility in the trading price of their securities have been subject to securities class action litigation. In February 2024, a purported securities class action complaint was filed against us and certain of our current and former officers in U.S. federal court, and we may be the target of this type of litigation in the future. Our involvement in these types of litigation or other securities litigation could result in substantial expenses, divert resources and our management’s attention, and harm our business, results of operations and financial condition.

Our principal stockholders have the ability to influence the outcome of director elections and other matters requiring stockholder approval.

As of the date of this Annual Report on Form 10-K, our directors, executive officers, and holders of more than 5% of our capital stock and their affiliates collectively beneficially own, in the aggregate, shares representing a substantial majority of the combined voting power of our outstanding Class A and Class B common stock. These stockholders currently have, and likely will continue to have, considerable influence with respect to the election of our board of directors and approval or disapproval of all significant corporate actions. The concentrated voting power of these stockholders could have the effect of delaying or preventing a significant corporate transaction, such as a merger or other sale of our company or our assets. This concentration of ownership limits the ability of other stockholders to influence corporate matters and may cause us to make strategic decisions that could be adverse to the interests of other stockholders.

The dual class structure of our common stock has the effect of concentrating voting control with our existing stockholders, executive officers, and directors and their affiliates, which limits your ability to influence the outcome of important transactions and to influence corporate governance matters, such as electing directors, and to approve material mergers, acquisitions, or other business combination transactions that may not be aligned with your interests.

Our Class B common stock has five votes per share, whereas our Class A common stock, which is listed on the Nasdaq Capital Market, has one vote per share. Because of the five-to-one voting ratio between our Class B common stock and our Class A common stock, the holders of our Class B common stock are able to exercise considerable influence over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or our assets, even if their stock holdings represent less than 50% of the outstanding shares of our capital stock, until the date that is six months following the date on which no founder is an employee or director of our company (unless a founder has rejoined our company during such six-month period), when all outstanding shares of Class A common stock and Class B common stock will convert automatically into shares of a single class of common stock. This concentration of ownership limits the ability of other stockholders to influence corporate matters and may cause us to make strategic decisions that could involve risks to you or that may not be aligned with your interests. This control may adversely affect the trading price of our Class A common stock.

Further, future transfers by holders of our Class B common stock will generally result in those shares converting into shares of our Class A common stock, subject to limited exceptions, such as certain transfers effected for tax- or estate-planning purposes. The conversion of shares of our Class B common stock into shares of our Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. As a result, it is possible that one or more of the persons or entities holding our Class B common stock could gain significant voting control as other holders of Class B common stock sell or otherwise convert their shares into Class A common stock.

In addition, while we do not expect to issue any additional shares of Class B common stock, any future issuances of Class B common stock would be dilutive to holders of Class A common stock.

We cannot predict the impact our dual class structure may have on the trading price of our Class A common stock.

We cannot predict whether our dual class structure, combined with the concentrated control of our stockholders who held our capital stock prior to the listing of our Class A common stock on the Nasdaq Capital Market, including our executive officers, employees, and directors and their affiliates, will result in a lower or more volatile trading price of our Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers, such as FTSE Russell, exclude or limit the eligibility of public companies with multiple classes of shares of common stock for certain indices. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the trading price of our Class A common stock could be adversely affected.

None of our stockholders are party to any contractual lock-up agreement or other contractual restrictions on transfer. Sales of substantial amounts of our Class A common stock in the public markets, or the perception that sales might occur, could cause the trading price of our Class A common stock to decline.

In addition to the supply and demand and volatility factors discussed above, sales of a substantial number of shares of our Class A common stock into the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur in large quantities, could cause the trading price of our Class A common stock to decline.

None of our securityholders are subject to any contractual lock-up or other contractual restriction on the transfer or sale of their shares.

Moreover, assuming the availability of certain public information about us, (i) non-affiliates who have beneficially owned our common stock for at least six months may rely on Rule 144 to sell their shares of common stock, and (ii) our directors, executive

officers, and other affiliates who have beneficially owned our common stock for at least six months will be entitled to sell their shares of our Class A common stock subject to volume and other limitations under Rule 144 and various vesting agreements.

In addition, we have filed registration statements to register all shares subject to options and restricted stock units (“RSU”) outstanding or reserved for future issuance under our equity compensation plans. As of December 31, 2024, we had options outstanding that, if fully exercised, would result in the issuance of 11,501,725 shares of Class A common stock, as well as 13,519,769 shares of Class A common stock subject to RSUs.

Accordingly, these shares will be able to be freely sold in the public market upon issuance, subject to applicable vesting requirements and compliance by affiliates with Rule 144.

Further, certain of the holders of our common stock have rights, subject to some conditions, to require us to file registration statements for the public resale of the Class A common stock issuable upon the conversion of shares of our Class B common stock into shares of our Class A common stock or to include such shares in registration statements that we may file for us or other stockholders. Any registration statement we file to register additional shares, whether as a result of registration rights or otherwise, could cause the trading price of our Class A common stock to decline or be volatile.

Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other stockholders.

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors, and consultants under our equity incentive plans and issue shares of our Class A common stock under our employee stock purchase plan. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.

We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the trading price of our Class A common stock.

We have never declared or paid any cash dividends on our capital stock, and we do not intend to pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, you may need to rely on sales of our Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on your investment.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, and limit the trading price of our Class A common stock.

Provisions in our restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our restated certificate of incorporation and amended and restated bylaws include provisions that:

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally, subject to certain exceptions, prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder. Any of the foregoing provisions could limit the price that investors might be willing to pay in the future for shares of our Class A common stock, and they could deter potential acquirers of our company, thereby reducing the likelihood that you would receive a premium for your shares of our Class A common stock in an acquisition.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Our restated certificate of incorporation and amended and restated bylaws provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, our amended and restated bylaws and indemnification agreements that we have entered into with our directors and officers provide that:

While we have procured directors’ and officers’ liability insurance policies, such insurance policies may not be available to us in the future at a reasonable rate, may not cover all potential claims for indemnification, and may not be adequate to indemnify us for all liability that may be imposed.

Our restated certificate of incorporation and amended and restated bylaws provide for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, and that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act.

Our restated certificate of incorporation and our amended and restated bylaws provide that: (i) unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for: (A) any derivative action or proceeding brought on our behalf, (B) any action asserting a claim for or based on a breach of a fiduciary duty owed by any of our current or former directors, officers, other employees, agents, or stockholders to us or our stockholders, including, without limitation, a claim alleging the aiding and abetting of such a breach of fiduciary duty, (C) any action asserting a claim against us or any of our current or former directors, officers, other employees, agents, or stockholders arising pursuant to any provision of the Delaware General Corporation Law or our restated certificate of incorporation or amended and restated bylaws or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware, or (D) any action asserting a claim related to or involving us that is governed by the internal affairs doctrine; (ii) unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under

the Securities Act and the rules and regulations promulgated thereunder; (iii) the exclusive forum provisions are intended to benefit and may be enforced by us, our officers and directors, the financial advisors to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering; and (iv) any person or entity purchasing or otherwise acquiring or holding any interest in our shares of capital stock will be deemed to have notice of and consented to these provisions. Nothing in our restated certificate of incorporation or amended and restated bylaws precludes stockholders that assert claims under the Exchange Act from bringing such claims in federal court, to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law.

We believe these provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges, as applicable, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums, and protection against the burdens of multi-forum litigation. If a court were to find the choice of forum provision contained in our restated certificate of incorporation or our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations.

Our inability to attract and retain highly skilled employees could materially adversely affect our business.

In order to execute our growth plan, we must attract and retain highly qualified personnel. Competition for these personnel in the San Francisco Bay Area, where our headquarters is located, and in other locations where we engage in recruiting, is intense, especially for engineers experienced in designing and developing software and for experienced sales professionals. We have, from time to time experienced, and we may in the future experience, difficulty in hiring and retaining employees with appropriate qualifications. The cost of living is high in the San Francisco Bay Area, which may make it harder for us to attract and retain highly skilled employees. Many of the companies with which we compete for experienced personnel may have greater resources than we do. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or we have breached their legal obligations, resulting in a diversion of our time and resources. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity awards declines, it may adversely affect our ability to recruit and retain highly skilled employees.

As our company grows and evolves, we may need to implement more complex organizational management structures, adapt our corporate culture and work environments, streamline our organization, or adjust the size and structure of our workforce to scale for the future and execute our long-term growth plan. These changes could have an adverse impact on our corporate culture and employee morale, which could, in turn, adversely affect our reputation as an employer and harm our ability to retain and recruit personnel. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and growth prospects could be materially adversely affected.

We depend on our executive officers and other key employees, and the loss of one or more of these employees could materially adversely affect our business.

Our success depends largely upon the continued services of our executive officers and other key employees. We rely on our leadership team in the areas of research and development, operations, security, marketing, sales, support, and general and administrative functions, and on individual contributors in our research and development and operations. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives. Our inability to successfully manage executive transitions, including the uncertainty associated with any transition and the time and management attention needed to fill any vacant role, could disrupt our business, affect our culture, harm our ability to retain personnel, and adversely affect our financial condition and results of operations. We do not have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period; therefore, they could terminate their employment with us at any time. The loss of one or more of our executive officers, especially our Chief Executive Officer, or key employees could have an adverse effect on our business.

Changes in the business, regulatory, or political climate in the San Francisco Bay Area could adversely affect our operations.

Changes in the business, regulatory, or political climate in the San Francisco Bay Area, where our headquarters is located and most of our employees live, could affect our ability to expand or continue our operations there, which could have a material adverse impact on our business, financial condition, and results of operations. For example, if we were required to move our headquarters or downsize our operations in the San Francisco Bay Area due to material adverse changes in the business, regulatory, or political climate, such as increases in local tax rates, we may lose key employees and incur significant costs of relocation.

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our Digital Analytics Platform, and could harm our business.

The future success of our business depends upon our customers’ and potential customers’ access to the internet. Federal, state, or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet. Changes in these laws or regulations could require us to modify our platform in order to comply with these changes. In addition, government agencies or private organizations may impose additional laws, regulations, standards, or protocols involving taxation, tariffs, privacy, data protection, information security, content, copyrights, distribution, electronic contracts and other communications, consumer protection, and the characteristics and quality of services, any of which could decrease the demand for our Digital Analytics Platform or result in reductions in the demand for internet-based platforms such as ours. In addition, the use of the internet as a business tool could be harmed due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease-of-use, accessibility, and quality of service. The performance of the internet and its acceptance as a business tool has been harmed by “viruses,” “worms,” and similar malicious programs, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for our Digital Analytics Platform could decline.

Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts, including those we have generated ourselves, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of companies covered by our market opportunity estimates will purchase our Digital Analytics Platform or generate any particular level of revenue for us. Any expansion in our markets depends on a number of factors, including the cost, performance, and perceived value associated with our Digital Analytics Platform and the products of our competitors. Even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all.

Acquisitions, mergers, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and materially adversely affect our business, financial condition, and results of operations.

We have in the past sought, and intend in the future to seek, to acquire or invest in businesses, joint ventures, and platform technologies that we believe could complement or expand our Digital Analytics Platform, enhance our technology, or otherwise offer growth opportunities. Any such acquisitions or investments may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel, or operations of any acquired companies, particularly if the key personnel of an acquired company choose not to work for us, the acquired company’s software is not easily adapted to work with our platform, or we have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise. Any such transactions that we are able to complete may not result in the synergies or other benefits we expect to achieve, which could result in substantial impairment charges. These transactions could also result in dilutive issuances of equity securities, the incurrence of debt, or adverse tax consequences, which could materially adversely affect our business, financial condition, and results of operations.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce, and the global economy, and could harm our business. The majority of our employees are located in the San Francisco Bay Area. In the event of a major earthquake, fire, power loss, telecommunications failure, cyberattack, war or armed conflict (including the war in Ukraine and conflicts in the Middle East), terrorist attack, sabotage, other intentional acts of vandalism or misconduct, geopolitical event, disease, or other catastrophic occurrence, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our application development, lengthy interruptions in our products, breaches of data security, and loss of critical data, all of which could materially adversely affect our business, financial condition, and results of operations.

Additionally, we rely on our network and third-party infrastructure and applications, technology systems, and our websites for our development, marketing, operational support, hosted services, and sales activities. If these systems were to fail or be negatively impacted as a result of a natural disaster or other catastrophic event, our ability to deliver products to our customers would be impaired.

As we grow our business, the need for business continuity planning, incident response planning, and disaster recovery plans will grow in significance. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and

after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business and reputation would be harmed.

If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, the trading price and trading volume of our Class A common stock could decline.

The trading price and trading volume of our Class A common stock will be heavily influenced by the way analysts interpret our financial information and other disclosures. We do not have control over these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, the trading price of our Class A common stock would be negatively affected. If securities or industry analysts do not publish research or reports about our business, downgrade our Class A common stock, or publish negative reports about our business, the trading price of our Class A common stock would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which could decrease the trading volume of our Class A common stock and might cause the trading price of our Class A common stock to decline.

We incur significant costs as a result of operating as a public company, and our management needs to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, we incur significant legal, accounting, and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, Nasdaq rules, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel need to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will continue to incur as a public company or the specific timing of such costs.

As a public company, we are obligated to develop and 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 trading price of our Class A common stock could decline.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on an annual basis. This assessment must include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In addition, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting. Our compliance with Section 404 requires that we incur substantial expenses and expend significant management efforts. Such expenses and efforts have been directed to employing additional accounting and financial personnel with appropriate public company experience and technical accounting knowledge, and compiling the system and process documentation necessary to establish the compliance and controls function to comply with Section 404 of the Sarbanes-Oxley Act.

During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the trading price of our Class A common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

We design and assess our program based on industry-standard frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), SOC2, ISO 27000, and ISO 27018. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use these frameworks as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is part of our overall risk management program and shares similar governance processes and reporting channels that apply across the risk management program to financial, legal, compliance, and other operational risk areas.

Key elements of our cybersecurity risk management program include but are not limited to the following:

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risk assessments designed to help identify material risks from cybersecurity threats to our critical systems, and information;

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a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents;

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the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;

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cybersecurity awareness training of our employees, including incident response personnel, and senior management;

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a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

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a third-party risk management process for key service providers based on our assessment of their criticality to our operations and respective risk profile, suppliers, and vendors who have access to our critical systems and information.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. For more information, see the section titled “Risk Factor—Risks Related to Our Business Operations and Industry—If our information technology systems are breached or there is otherwise unauthorized disclosure of or access to customer data, our data, or our platform, our platform may be perceived as insecure, we may lose customers or fail to attract new customers, our reputation and brand may be harmed, and we may incur significant liabilities.”

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and established a dedicated Cybersecurity Committee of the Board in July 2024 to oversee cybersecurity risks, including management’s implementation of our cybersecurity risk management program.

The Cybersecurity Committee meets at least twice annually with management to review our cybersecurity risks and cyber risk management program, and periodically reports to the Board on its activity. In addition, management updates the Cybersecurity Committee and Board, where it deems appropriate, regarding any cybersecurity incidents it considers to be significant or potentially significant.

Our management team is responsible for assessing and managing our material risks from cybersecurity threats. Our Chief Engineering Officer and acting Chief Information Security Officer, Wade Chambers, reports to our Chief Executive Officer, and is primarily responsible for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Mr. Chambers previously served as the Chief Technology Officer and SVP of Engineering at Included Health. He also led engineering at Twitter, TellApart, Proofpoint, Yahoo, Opsware, and Netscape. Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the information technology environment.

Our principal executive office is located in San Francisco and consists of approximately 57,530 square feet of space under a sublease that expires on September 30, 2025. We also lease six additional offices in Amsterdam, Paris, Singapore, London, Vancouver, and New York. We lease all of our facilities and do not own any real property. We may procure additional space in the future as we continue to add employees and expand geographically. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

See “Legal Matters” in Note 9 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our Class A common stock has been traded on the Nasdaq Capital Market under the symbol “AMPL” since September 28, 2021. Prior to that date, there was no public trading market for our Class A common stock. Our Class B common stock is neither listed nor publicly traded.

As of February 13, 2025, there were 31 holders of record of our Class A common stock and 28 holders of record of our Class B common stock. The actual number of stockholders is greater than the number of holders of record and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

We have never declared or paid any cash dividend on our common stock. We do not expect to declare or pay any cash dividends in the foreseeable future.

See the section titled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance.

This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC, for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.

The following graph compares (i) the cumulative total stockholder return on our Class A common stock from September 28, 2021 (the date our Class A common stock commenced trading on the Nasdaq Capital Market) through December 31, 2024 with (ii) the cumulative total return of the Nasdaq Composite Index and the Nasdaq Emerging Cloud Index over the same period, assuming the investment of $100 in our Class A common stock and in both of the other indices on September 28, 2021 and the reinvestment of dividends. The graph uses the beginning market price on September 28, 2021 of $50 per share as the initial value of our Class A common stock. As discussed above, we have never declared or paid a cash dividend on our Class A common stock and do not anticipate declaring or paying a cash dividend in the foreseeable future.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” under Part I, Item 1A in this Annual Report on Form 10-K. Our fiscal year ends December 31.

Unless the context otherwise requires, all references in this report to “Amplitude,” the “Company,” “we,” “our,” “us,” or similar terms refer to Amplitude, Inc. and its subsidiaries.

Amplitude is a leading Digital Analytics Platform that helps businesses understand how people are using their products so they can build amazing digital experiences that increase acquisition, monetization and retention - and drive revenue growth. We work with more than 3,800 paying customers of various sizes and stages of digital maturity, across many industries, including the teams behind some of the most-beloved digital products in the world. We have experienced significant growth in recent years, with approximately 725 employees in seven global offices.

At the core of our Digital Analytics Platform is our Behavioral Graph, a proprietary, purpose-built behavioral database that is the largest of its kind. Our Behavioral Graph instantly finds patterns, makes recommendations, and connects customer actions along their journeys to the right business outcomes, like engagement, growth, and loyalty. We architected our Behavioral Graph to power numerous products, beginning with our core product analytics solution. Consistently ranked #1 in multiple categories by G2, Amplitude Analytics provides real-time product data and reconstructed user visits so cross-functional teams can understand what is working and what is not. We have since expanded our offerings to include products that enable teams to build personalized product experiences, test product changes, and improve data quality across their technology stack.

We have experienced significant growth in recent years driven by the rapid adoption of our Digital Analytics Platform by our global, diversified base of 3,875 paying customers as of December 31, 2024. Our customers span across industries and sizes, from the leading digital innovators to those earlier in their digital transformation journey. For the years ended December 31, 2024 and 2023, our revenue was $299.3 million and $276.3 million, respectively, representing year-over-year growth of 8%. For the years ended December 31, 2024 and 2023, our net loss was $94.3 million and $90.4 million, respectively. For the years ended December 31, 2024 and 2023, our net cash provided by operating activities was $18.5 million and $25.6 million, respectively, and our free cash flow was $11.7 million and $22.4 million, respectively.

We generate revenue primarily through selling subscriptions to our platform. We reach customers through a direct sales motion, solution partners, and product-led growth initiatives, including subscription plans to meet the needs of a diverse range of companies. For the year ended December 31, 2024, subscription revenue comprised 98% of our total revenue.

Our customers typically start out using our platform for a specific business use case. As they see the value of our data, insights, and actions to drive positive business outcomes, they frequently expand beyond that initial use case. Examples include:

Our pricing model is based on the platform functionality that our customers require to get the insights that they need and our customers commit to a certain volume of events or monthly tracked users ("MTUs"). An event could be any action that a user takes in a digital product, such as ‘Create account’, ‘Add to cart’, or ‘Share photo’. Events can also be actions that occur in a product without user action, such as ‘Verification completed’. Customers have the flexibility to choose the events sent to our platform and can also attach custom properties to an event to enable greater insight on the digital product end user. An MTU is a unique user who triggers one or more events within a calendar month.

We have been effective in helping our customers to gauge the proper event volume or MTUs to contract to ensure that they maximize their investment in our platform. In situations where customers exceed their committed volume in a given period, they incur overage charges that we have the contractual right to bill at our discretion. Depending on the circumstances, we often use this as an opportunity to renegotiate a customer contract to ensure they have the right contracted volume to meet their business objectives. Historically, overage charges have not made up a significant portion of our revenue. In many cases, customers will proactively expand their contract within the contract term, generally increasing event or MTU volume and platform capabilities to expand existing or address new use cases. Substantially all of our sales led customer contracts have a subscription period of one year or longer. In the fiscal year ended December 31, 2024, we billed a majority of these contracts annually in advance with the remainder billed quarterly, semi-annually, or monthly.

We offer a variety of free and paid plans depending on our customers’ needs wherever they are in their analytics journey. For example, we offer a Free plan for early-stage startups and individuals. Our self-serve Plus plan is built for growing startups and small teams who need more customization and access to feature management capabilities. Our Growth plan provides access to additional capabilities, such as automated insights, experiments, and audience management. Users also get access to dedicated customer support to further maximize the value from our platform. And our Enterprise plan is designed for larger organizations that have more sophisticated needs and requirements, and includes everything in the Growth plan as well as additional robust features such as advanced data governance, custom user permissions and roles, automated insights, enterprise-grade security features, and more. At any point, a customer that needs additional capabilities can purchase add-on functionality or products, which are natively integrated with Amplitude Analytics.

Our land-and-expand business model is powered by the ease of use, rapid time to value, and broad applicability of our platform to provide actionable insights in real time to numerous teams across an organization. This model has enabled us, in many cases, to significantly expand the reach of our platform within organizations.

As of December 31, 2024, we had 591 paying customers that each represented greater than $100,000 in ARR and 42 customers that each represented greater than $1 million in ARR, demonstrating the mission critical nature of our platform to help customers succeed in the new digital age. In comparison, we had 511 customers that each represented greater than $100,000 in ARR and 39 customers that each represented greater than $1 million in ARR for the years ended December 31, 2023. Customers that each represented greater than $100,000 in ARR accounted for approximately 75% and 74% of our total ARR as of December 31, 2024 and 2023, respectively. We define ARR as the annual recurring revenue of subscription agreements at a point in time based on the terms of customers’ contracts, including certain premium services that are subject to contractual subscription terms and Plus customers that we expect to recur. ARR should be viewed independently of revenue, and does not represent our U.S. GAAP revenue on an annualized basis, as it is an operating metric that can be impacted by contract start and end dates and renewal rates. No single customer accounted for more than 3% of our revenue in the years ended December 31, 2024 and 2023.

Our ability to expand within our customer base is also demonstrated by our strong dollar-based net retention rate. As of December 31, 2024 and 2023, our dollar-based net retention rate (TTM) across paying customers was 97% and 101%, respectively.

We believe that the growth and future success of our business depends on many factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations.

We believe that our Digital Analytics Platform can help businesses across industries, company size, and stages of digital maturity drive better business outcomes through optimizing the digital product experience of their customers. We are focused on continuing to acquire new customers and expanding our relationships with our existing installed base to support our long-term growth. We have invested, and expect to continue to invest, in our sales and marketing efforts to drive customer acquisition.

Historically, we have been successful at efficiently growing our customer base and number of customers who have entered into and grown into larger subscriptions with us as evidenced by the growth of our number of paying customers and number of customers that represent greater than $100,000 in annual recurring revenue (“ARR”). As of December 31, 2024 and 2023, we had 591 and 511 customers, respectively, that each represented greater than $100,000 in ARR, representing a 16% increase year-over-year. Additionally, we had 42 and 39 customers, respectively, that each represented greater than $1 million in ARR, up 8% year-over-year. As of December 31, 2024 and 2023, 27 and 26 of the Fortune 100 were paying customers, respectively, which demonstrates both our traction to date as well as our significant opportunity to continue to penetrate into the largest global organizations. We believe our relationship with some of the world’s most beloved product-led companies has resulted in increased brand credibility and access to many attractive growth opportunities.

As of December 31, 2024 and 2023, our dollar-based net retention rate (TTM) was 97% and 101%, respectively, for paying customers. Additionally, our ending dollar-based net retention rate for paying customers as of December 31, 2024 and 2023, was 100% and 98%, respectively.

We believe that our customers will demand additional features and capabilities beyond our current platform offerings to assist them in optimizing their digital products. We have a history of, and will continue to invest significantly in, developing and delivering innovative products, features, and functionality targeted at our core customer base. In addition, we may choose to add new products and offerings or enhance our platform capabilities through acquisitions. In recent years, we have acquired companies to bolster our predictive analytics and data instrumentation capabilities and most recently we acquired CommandAI to provide intuitive, AI-powered user assistance to make complex software easier to adopt and navigate. Going forward, we may pursue both strategic partnerships and acquisitions that we believe will be complementary to our business, accelerate customer acquisition, increase usage of our platform, and/or expand our product offerings in our core markets.

Our investment for growth encompasses multiple critical areas, including product expansion, our sales force, sales support, partner ecosystem, and our international presence. We continue to evolve our technology and product offerings, to ensure that we are best serving our customers’ needs. For example, in September 2024, we launched Amplitude Made Easy to simplify the platform experience for customers, and in June 2024, we introduced Warehouse Native to allow customers to unlock insights directly from their data warehouse. Additionally, in February 2025, after our acquisition of CommandAI, we launched Guides and Surveys which fully integrates CommandAI's cutting-edge user assistance with our Data Analytics Platform. We believe the evolution of our technology and product offerings will lead to increased retention and positive customer referrals that will continue to generate expansion opportunities within our existing installed base and from new customers. We plan to continue to invest in our research and development organization to maintain and strengthen our market leadership position, and we believe that attracting the best engineering talent will continue to be critical to our long-term success. As we continue to invest in our platform, we expect our research and development expenses, including those capitalized for internal-use software, to increase in dollar amount over time. Over the longer term, we believe these expenses as a percentage of revenue will decrease, though these expenses as a percentage of revenue could increase in the short term.

We will continue to make strategic investments in our sales efforts to pursue attractive growth opportunities and ensure customer success, particularly with larger enterprises where we have experienced significant traction to date. We also plan to invest in our channel partners, such as independent software vendors, and resellers, to extend our reach faster than we could do on our own. Although we previously experienced cost savings due to our restructuring, as we continue to invest in our sales efforts, we expect our sales and marketing expenses to increase in dollar amount over time. Over the longer term, we believe these expenses as a percentage of revenue will decrease, though these expenses as a percentage of revenue could increase in the short term.

Finally, we see opportunities to expand offices and headcount internationally to better service targeted international markets where we believe we have significant opportunity to accelerate existing traction and success. For the years ended December 31, 2024 and 2023, 40% and 39% of our revenue was generated outside the United States, respectively. As we seek to expand our business globally, we may be adversely affected by global economic and political instability. For example, as a result of the Russia-Ukraine war and related sanctions, we have terminated certain relationships with customers in Russia. Some of the businesses of our customers in the impacted regions have also experienced disruptions that have affected their ability to pay for our services. See “Risk Factors–Risks Related to Our Business and Industry–Our operations are international in scope, and we plan further geographic expansion, creating a variety of operational challenges.”

We review a number of operating and financial metrics, including the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. We are not aware of any uniform standards for calculating these key metrics, which may hinder comparability with other companies who may calculate similarly-titled metrics in a different way.

We define annual recurring revenue (“ARR”) as the annual recurring revenue of subscription agreements at a point in time based on the terms of customers’ contracts, including certain premium services that are subject to contractual subscription terms and Plus customers that we expect to recur. ARR should be viewed independently of revenue, and does not represent our U.S. GAAP revenue on an annualized basis, as it is an operating metric that can be impacted by contract start and end dates and renewal rates. ARR is also not intended to be a forecast of revenue.

We calculate our dollar-based net retention rate to measure our ability to retain and expand ARR from our customers and believe it is an indicator of the value our platform delivers to customers and our future business opportunities. Our net retention rate compares our ARR from the same set of customers across comparable periods and reflects customer renewals, expansion, contraction, and attrition.

We calculate dollar-based net retention rate as of a period-end by starting with the ARR from the cohort of all customers as of 12 months prior to such period-end (the “Prior Period ARR”). We then calculate the ARR from these same customers as of the current period-end (the “Current Period ARR”). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers as well as any overage charges in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the dollar-based net retention rate (“NRR”). We then calculate the weighted average of the trailing 12-month dollar-based net retention rates, to arrive at the dollar-based net retention rate (“NRR (TTM)”).

For purposes of customer count, a customer is defined as an entity that has a unique Dunn & Bradstreet Global Ultimate (“GULT”) Data Universal Numbering System (“DUNS”) number and an active subscription contract as of the measurement date. The DUNS number is a global standard for business identification and tracking. We make exceptions for holding companies, government entities, and other organizations for which the GULT, in our judgment, does not accurately represent the Amplitude customer or the DUNS does not exist.

We define Paying Customers with ARR of $100,000 or greater as those Paying Customers on one or more paid subscriptions that have $100,000 or more in ARR.

We believe our ability to grow the number of paying customers on our platform, particularly those spending $100,000 or more a year, provides a key indicator of the demand for our platform, growth of our business, and our future business opportunities. Increasing awareness of our platform and its broad range of capabilities, coupled with the mainstream adoption of cloud-based technology, has expanded the diversity of our customer base to include organizations of different sizes across virtually all industries.

The following table presents certain non-GAAP financial measures, along with the most directly comparable U.S. GAAP measure, for each period presented below. In addition to our results determined in accordance with U.S. GAAP, we believe these non-GAAP financial measures are useful in evaluating our operating performance. See below for a description of the non-GAAP financial measures and their limitations as an analytical tool. A reconciliation is also provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP.

The following Non-GAAP Financial Measures and related Non-GAAP reconciliations are for the year ended December 31, 2024, compared to the same period in 2023, unless otherwise stated. Non-GAAP Financial Measures and related Non-GAAP reconciliations for the year ended December 31, 2023 compared to the year ended December 31, 2022 may be found in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024.

Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Income (Loss) from Operations, and Non-GAAP Income (Loss) from Operations Margin

We define non-GAAP gross profit and non-GAAP gross margin as U.S. GAAP gross profit and U.S. GAAP gross margin, respectively, excluding stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets, and non-recurring costs such as restructuring and other related charges. Non-GAAP gross margin is calculated as non-GAAP gross profit divided by total revenue.

We define non-GAAP income (loss) from operations and non-GAAP income (loss) from operations margin as U.S. GAAP income (loss) from operations and U.S. GAAP loss from operations margin, respectively, excluding stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets, and non-recurring costs such as restructuring and other related charges. Non-GAAP income (loss) from operations margin is calculated as non-GAAP income (loss) from operations divided by total revenue.

We exclude stock-based compensation expense and related employer payroll taxes, which is a non-cash expense, from certain of our non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding operational performance. We exclude amortization of intangible assets, which is a non-cash expense, related to business combinations from certain of our non-GAAP financial measures because such expenses are related to business combinations and have no direct correlation to the operation of our business. Although we exclude these expenses from certain non-GAAP financial measures, the revenue from acquired companies subsequent to the date of acquisition is reflected in these measures and the acquired intangible assets contribute to our revenue generation. We exclude non-recurring costs from certain of our non-GAAP financial measures because such expenses do not repeat period over period and are not reflective of the ongoing operation of our business.

We use non-GAAP gross margin and non-GAAP income (loss) from operations margin in conjunction with traditional U.S. GAAP measures to evaluate our financial performance. We believe that non-GAAP gross margin and non-GAAP income (loss) from operations margin provide our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations.

We define free cash flow as net cash provided by (used in) operating activities, less cash used for purchases of property and equipment and capitalized internal-use software costs. Free cash flow margin is calculated as free cash flow divided by total revenue. We believe that free cash flow and free cash flow margin are useful indicators of liquidity that provide information to management and investors, even if negative, about the amount of cash used in our operations other than that used for investments in property and equipment and capitalized internal-use software costs.

Non-GAAP financial measures are presented for supplemental informational purposes only. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under U.S. GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial measures determined under U.S. GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently or may use other measures to evaluate their performance. In addition, free cash flow does not reflect our future contractual commitments and the total increase or decrease of our cash balance for a given period. All of these limitations could reduce the usefulness of these non-GAAP financial measures as analytical tools. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures and to not rely on any single financial measure to evaluate our business.

The following tables reconcile the most directly comparable U.S. GAAP financial measure to each of these non-GAAP financial measures.

We generate revenue primarily from sales of subscription services for customers to access our platform. Revenue is driven primarily by the number of paying customers and the level of subscription plan. We generally recognize revenue ratably over the related contractual term beginning on the date that the platform is made available to a customer. Revenue from professional services have primarily been attributed to implementation and training services. We recognize professional services revenue as services are delivered.

Cost of revenue consists primarily of the cost of providing our platform to our customers and consists of third-party hosting fees, personnel and related expenses for our operations and support personnel, and amortization of our capitalized internal-use software and acquired developed software. As we acquire new customers and existing customers increase their use of our platform, we expect that our cost of revenue will increase in dollar amount.

Gross profit, or revenue less cost of revenue, and gross margin, or gross profit as a percentage of revenue, has been and will continue to be affected by various factors, including the timing of our acquisition of new customers, renewals of, and follow-on sales to existing customers, costs associated with operating our platform, and the extent to which we expand our operations and customer support organizations. In the long term, we expect our gross profit to increase in dollar amount and our gross margin to improve as we optimize our system performance and leverage ingested data for new products though the gross margin percentage may fluctuate from quarter to quarter due to potential reinvestments into the business. The extent and timing of such investments may vary.

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel and related expenses are the most significant component of operating expenses and consist of salaries, benefits, bonuses, stock-based compensation expense, and, in the case of sales and marketing expenses, sales commissions. Operating expenses also include an allocation of overhead costs for facilities and shared IT-related expenses. As we invest in our business, we expect our operating expenses to increase in dollar amount, and although we believe our operating expenses as a percentage of revenue will decrease over the longer term, operating expenses as a percentage of revenue could increase in the short term as we invest in product innovation and sales growth.

Research and development expenses consist primarily of personnel and related expenses. These expenses also include product design costs prior to the application development stage, third-party services and consulting expenses, software subscriptions, and allocated overhead costs for overhead used in research and development activities. A substantial portion of our research and development efforts are focused on enhancing our software, including researching ways to add new features and functionality to our platform. We anticipate continuing to invest in innovation and technology development, and as a result, we expect research and

development expenses to increase in dollar amount but to decrease as a percentage of revenue over the longer term, though the percentage may fluctuate from quarter to quarter depending on the extent and timing of product development initiatives. In the short term, research and development costs could increase as a percentage of revenue.

Sales and marketing expenses consist primarily of personnel and related expenses and expenses for performance marketing and lead generation, and brand marketing. These expenses also include allocated overhead costs and travel-related expenses. Sales commissions earned by our sales force that are considered incremental and recoverable costs of obtaining a subscription with a customer are deferred and amortized on a straight-line basis over the expected period of benefit of five years.

We continue to make strategic investments in our sales and marketing organization, and we expect sales and marketing expenses to remain our largest operating expense in dollar amount. Although we previously experienced cost savings due to our restructuring, we expect our sales and marketing expenses to continue to increase in dollar amount but to decrease as a percentage of revenue over the longer term, though the percentage may fluctuate from quarter to quarter depending on the extent and timing of our marketing initiatives. In the short term, sales and marketing costs could increase as a percentage of revenue.

General and administrative expenses consist primarily of personnel and related expenses for our finance, human resources, information technology, and legal organizations. These expenses also include non-personnel costs, such as outside legal, accounting, and other professional fees, software subscriptions, as well as certain tax, license, and insurance-related expenses, and allocated overhead costs.

We have also incurred certain expenses as part of operating as a publicly-traded company, including professional fees and other expenses. As a public company, we expect to continue to incur costs associated with accounting, compliance, insurance, and investor relations which could fluctuate from period to period. Although we previously experienced cost savings due to our restructuring, we expect our general and administrative expenses to continue to increase in dollar amount over time but to generally decrease as a percentage of our revenue over the longer term, though the percentage may fluctuate from period to period depending on the timing and amount of our general and administrative expenses, including in the short term.

Other income (expense), net consists primarily of interest income on our cash, cash equivalents, and marketable securities holdings and foreign currency transaction gains and losses.

Provision for (benefit from) income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business. For the periods presented, the difference between the U.S. statutory rate and our effective tax rate is primarily due to the valuation allowance on deferred tax assets. Our effective tax rate is also impacted by earnings realized in foreign jurisdictions where the statutory tax rates are different from the federal statutory tax rate. We expect to maintain this full valuation allowance in U.S. jurisdictions for the foreseeable future as it is not more likely than not the deferred tax assets will be realized based on our history of losses.

The following tables set forth our results of operations for the periods presented and as a percentage of our revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

The following discussion and analysis are for the year ended December 31, 2024, compared to the same period in 2023, unless otherwise stated. Discussion and analysis for the year ended December 31, 2023 compared to the year ended December 31, 2022 may be found in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024.

The following table sets forth the components of our consolidated statements of operations and comprehensive loss data, for each of the periods presented, as a percentage of revenue.

Revenue increased $23.0 million, or 8%, in fiscal 2024 compared to fiscal 2023. The increase in revenue was primarily due to growth of our paying customer base, partially offset by partial and full churn among existing customers which marginally outpaced our expansion of existing customers as reflected by our NRR (TTM) of 97% as of December 31, 2024.

Cost of revenue increased $5.0 million, or 7%, in fiscal 2024 compared to fiscal 2023. The increase was primarily due to an increase of $3.2 million in third-party hosting costs as we increased capacity to support paying customer usage and growth of our paying customer base and $2.5 million in personnel and related expenses, including an increase in allocated overhead costs. The increase was partially offset by a decrease of $0.8 million in stock-based compensation expense and related payroll taxes.

Research and development expenses increased $7.4 million, or 8%, in fiscal 2024 compared to fiscal 2023. The increase was primarily due to an increase of $11.2 million in stock-based compensation expense and related payroll taxes mainly attributed to a one-time charge of $13.0 million related to our acquisition of CommandAI, and an increase of $2.6 million in personnel and related expenses, including an increase in allocated overhead costs. The increase was primarily offset by a higher percentage of personnel being dedicated to new application development which resulted in $6.0 million more capitalized as internal use software costs in the period.

Sales and marketing expenses increased $14.6 million, or 9%, in fiscal 2024 compared to fiscal 2023. The increase was primarily due to an increase of $8.0 million in personnel and related expenses, including an increase in allocated overhead costs and an increase of $2.8 million in stock-based compensation expenses and related payroll taxes. The increase was also attributable to an increase of $2.5 million in commissions and variable compensation related to an increase in the amortization of capitalized commissions in the period compared to the same period in the prior year. There was also an increase of $1.3 million in travel-related expenses.

General and administrative expenses increased $9.0 million, or 16%, in fiscal 2024 compared to fiscal 2023. The increase was primarily attributable to an increase of $3.8 million in personnel and related expenses, including an increase in allocated overhead costs and an increase of $3.1 million in stock-based compensation expense and related payroll taxes. The increase was also attributable to an increase of $1.5 million in legal fees.

Restructuring and other related charges related to employee transition, severance payments, employee benefits, and stock-based compensation were $8.1 million during fiscal 2023, with no costs incurred in fiscal 2024.

Other income (expense), net increased $1.4 million, or 11%, in fiscal 2024 compared to fiscal 2023. The increase was primarily due to higher interest income of $1.5 million due to a higher combined yield on investments and cash equivalents during the year ended December 31, 2024.

Provision for (benefit from) income taxes increased $0.5 million, or 41%, in fiscal 2024 compared to fiscal 2023, primarily due to an increase in foreign taxes during the year ended December 31, 2024.

Since inception, we have financed operations primarily through the net proceeds we have received from the sales of our preferred stock and common stock as well as cash generated from the sale of subscriptions to our platform. We have generated losses from our operations as reflected in our accumulated deficit of $457.8 million as of December 31, 2024. We generated positive cash flows from operating activities during the years ended December 31, 2024 and 2023; however, we have historically generated negative cash flows from operating activities. Our future capital requirements will depend on many factors, including revenue growth and costs incurred to support our platform, including growth in our customer base and customer usage, increased research and development expenses to support the growth of our business and related infrastructure, and increased general and administrative expenses to support being a publicly-traded company.

As of December 31, 2024, our principal sources of liquidity were cash and cash equivalents of $171.7 million and restricted cash of $0.9 million. We also had $126.7 million in marketable securities that provide additional capital resources. Additionally, a substantial source of our cash provided by operating activities is our deferred revenue, which is included on our consolidated balance sheets as a liability. Deferred revenue consists of the unearned portion of billed fees for our subscriptions, which is recorded as revenue over the term of the subscription agreement. As of December 31, 2024, we had $109.7 million of deferred revenue, all of which was recorded as a current liability. This deferred revenue will be recognized as revenue when or as the related performance obligations are met.

We assess our liquidity primarily through our cash on hand as well as the projected timing of billings under contract with our paying customers and related collection cycles. We believe our current cash and cash equivalents on hand will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. In the event that additional financing is required from outside sources, we may seek to raise additional funds at any time through equity, equity-linked arrangements, and debt. If we are unable to raise additional funds when desired and at reasonable rates, our business, results of operations, and financial condition would be adversely affected. See “Risk Factors—Risks Related to Our Business and Industry—We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.”

The following table shows a summary of our cash flows for the periods presented:

Our largest source of operating cash is cash collection from sales of subscriptions to our paying customers. Our primary uses of cash from operating activities are for personnel and related expenses, marketing expenses, and third-party hosting-related and software expenses. For the years ended December 31, 2024 and 2023, we have generated positive cash flow from operating activities; however, in the past several years, we generated negative cash flows from operating activities and have supplemented working capital requirements through net proceeds from the sale of preferred stock and common stock.

Net cash provided by operating activities of $18.5 million for fiscal 2024 reflects our net loss of $94.3 million, adjusted by non-cash items such as stock-based compensation expense of $100.0 million, depreciation and amortization of $6.1 million, and non-cash operating lease costs of $4.0 million as well as net cash provided by changes in our operating assets and liabilities of $2.4 million. The net cash provided by changes in operating assets and liabilities primarily consisted of collections outpacing revenue recognized as evidenced through the increase in cash of $8.6 million from changes in accounts receivable and deferred revenue and a net increase in accrued expenses and accounts payable of $8.5 million. These changes were offset by an increase in prepaid expenses and other current and noncurrent assets of $5.5 million, a $4.9 million decrease in operating lease liabilities due to payments related to our operating lease obligations, and an increase in deferred commissions of $4.3 million.

Net cash provided by operating activities of $25.6 million for fiscal 2023 reflects our net loss of $90.4 million, adjusted by non-cash items such as stock-based compensation expense of $88.3 million, depreciation and amortization of $5.6 million, and non-cash operating lease costs of $3.9 million as well as net cash provided by changes in our operating assets and liabilities of $18.5 million. The net cash provided by changes in operating assets and liabilities primarily consisted of collections outpacing revenue recognized as evidenced through the net increase in cash of $4.1 million from changes in accounts receivable and deferred revenue. Additionally, an increase in accrued expenses and accounts payable of $14.4 million due to timing of payments made and a decrease in prepaid expenses and other current and noncurrent assets of $5.8 million contributed to the net cash provided by operating activities. These changes were offset by an increase in deferred commissions of $1.7 million, and a $4.1 million decrease in operating lease liabilities due to payments related to our operating lease obligations.

Net cash used in investing activities of $75.4 million for fiscal 2024 consisted of $146.3 million of purchases of marketable securities, $16.1 million in cash paid for an acquisition, net of cash acquired, $5.1 million of capitalized internal-use software development costs, and $1.7 million in purchases of property and equipment. These decreases were partially offset by $93.8 million of cash received from the maturities of marketable securities.

Net cash provided by investing activities of $9.3 million for fiscal 2023 consisted of $12.5 million of cash received from the maturities of marketable securities, offset by $1.9 million of capitalized internal-use software development costs, and $1.3 million in purchases of property and equipment.

Net cash used in financing activities of $19.9 million for fiscal 2024 primarily consisted of $26.4 million in net tax remittance on equity awards related to the vesting of RSU awards under a withhold-to-cover method, partially offset by $6.5 million in proceeds from the exercise of stock options.

Net cash used in financing activities of $4.9 million for fiscal 2023 primarily consisted of $4.6 million in proceeds from the exercise of stock options offset by $8.9 million in net tax remittance on equity awards primarily driven by a change in tax withholding settlement method related to vesting of RSU awards from sell-to-cover to withhold-to-cover that occurred in the year ended December 31, 2023.

Remaining performance obligations (“RPO”) as of December 31, 2024 and 2023, including the expected timing of recognition, is as follows:

Our RPO represents the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancellable contracted amounts that will be invoiced and recognized as revenue in future periods. RPO excludes performance obligations from overages. RPO is influenced by a number of factors, including the timing of renewals, the timing of purchases, average contract terms, and seasonality. Due to these factors, it is important to review RPO in conjunction with product revenue and other financial metrics disclosed elsewhere in this Annual Report on Form 10-K.

As of December 31, 2024, the contractual commitment amounts in the table below are associated with agreements that are enforceable and legally binding. Purchase orders issued in the ordinary course of business are not included in the table below, as our purchase orders represent authorizations to purchase rather than binding agreements.

In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. Additionally, we have entered into indemnification agreements with our directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No demands have been made upon us to provide indemnification under such agreements, and there are no claims that we are aware of that could reasonably be expected to have a material effect on our financial position, results of operations, or cash flows.

Our financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

The critical accounting estimates, assumptions, and judgments that we believe have the most significant impact on our consolidated financial statements are described below.

We generate revenue primarily from sales of subscription services. Revenue is recognized when, or as, the RPO is satisfied by transferring the control of the promised service to a customer. The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in exchange for these services. We account for revenue contracts with customers by applying the requirements of ASC 606, which includes the following steps:

Our SaaS subscription agreements with customers enable them to access and send event volume data to our cloud-based platform. Subscription arrangements with customers do not provide the customer with the right to take possession of our software at any time. Instead, customers are granted continuous access to the platform over the contractual period. A time-elapsed method is used to measure progress because our obligation is to provide continuous service over the contractual period and control is transferred evenly over the contractual period. Accordingly, the fixed consideration related to subscription revenue is recognized ratably over the

contract term beginning on the date access to the subscription product is provisioned. Typical subscription terms are in increments of 12 months with various payment terms ranging from monthly to annual up-front payments. Most contracts are non-cancellable over the contractual term and are subject to standard terms and conditions; however, certain contracts contain nonstandard terms that may impact the timing of revenue recognition. Some customers have the option to purchase additional subscription services at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they do not provide a discount to the customer that is incremental to the range of discounts typically given for the same services that are sold to a similar class of customers, even when the stand-alone selling price of the services subject to the option is highly variable.

We capitalize sales commissions that are recoverable and incremental due to the acquisition of customer contracts. We determine whether costs should be deferred based on its sales compensation plans, if the commissions are in fact incremental and would not have occurred absent the customer contract.

Commissions paid upon the initial acquisition of a contract are deferred and then amortized on a straight-line basis over a period of benefit, determined to be five years. The period of benefit is estimated by considering factors such as the expected life of our subscription contracts, historical customer attrition rates, technological life of our platform, as well as other factors. Sales commissions for renewal of a subscription contract are not considered commensurate with the commissions paid for the acquisition of the initial subscription contract given the substantive difference in commission rates between new and renewal contracts. We determine the period of benefit for renewal subscription contracts by considering the contractual term for renewal contracts.

Amounts anticipated to be recognized within 12 months of the balance sheet date are recorded as deferred commissions, current, with the remaining portion recorded as deferred commissions, noncurrent, in the consolidated balance sheets. Amortization of deferred commissions is included in sales and marketing expense in the consolidated statements of operations and comprehensive loss. We periodically review these deferred commissions to determine whether events or changes in circumstances have occurred that could impact recoverability or the period of benefit. There were no impairment losses recorded during the periods presented.

See Note 1 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding recent accounting pronouncements.

Our cash and cash equivalents and marketable securities primarily consist of cash on hand and highly liquid investments in money market funds and U.S. government securities. As of December 31, 2024, we had cash and cash equivalents of $171.7 million and marketable securities, including non-current investments, of $126.7 million. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income on cash and cash equivalents. However, an immediate 10% increase or decrease in interest rates would not have a material effect on the fair value of our portfolio. We therefore do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates.

The vast majority of our subscription agreements are denominated in U.S. dollars, with a small number of subscription agreements denominated in foreign currencies. A portion of our operating expenses are incurred outside the United States, denominated in foreign currencies, and subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, British Pound, Canadian Dollar, Singapore Dollar, Australian Dollar, and Japanese Yen. Additionally, fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in our consolidated statements of operations. As the impact of foreign currency exchange rates has not been material to our historical operating results, we have not entered into derivative or hedging transactions, but we may do so in the future if our exposure to foreign currency becomes more significant. A hypothetical 10% increase or decrease in the relative value of the U.S. dollar to other currencies would not have a material effect on our operating results.

We do not believe that inflation has had a material effect on our business, results of operations, or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations, or financial condition.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As discussed in Note 1 to the consolidated financial statements, the Company generates revenue from Software as a Service (SaaS) subscriptions to customers. Most customer contracts are subject to standard terms and conditions; however, certain contracts contain nonstandard terms that may impact the timing of revenue recognition. For the year ended December 31, 2024, the Company’s revenue was $299.3 million, which included revenue related to sales of SaaS subscription agreements.

We identified the evaluation of revenue from SaaS subscription arrangements with non-standard terms and conditions as a critical audit matter. Significant auditor judgment was required to evaluate the Company’s assessment of the impact on revenue recognition of certain terms and conditions that are unique to certain contracts. Specifically, complex auditor judgment was required to evaluate the Company’s determination of the timing of revenue recognition for SaaS subscription arrangements with non-standard terms and conditions.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process, including controls related to the assessment of contractual terms that impact the determination of the timing of SaaS subscription revenue recognition. We selected a sample of SaaS subscription revenue transactions and evaluated the Company’s identification and assessment of the terms and conditions impacting revenue recognition by reading the underlying contracts and accounting analysis to evaluate whether management’s analysis determined the appropriate timing of revenue recognition.

(1)

Summary of Business and Significant Accounting Policies

Description of Business

Amplitude, Inc. (the “Company”) was incorporated in the state of Delaware in 2011 and is headquartered in San Francisco, California. The Company provides a Digital Analytics Platform that helps businesses understand how people are using their digital products so they can improve the digital experience provided by those digital products. The Company delivers its application over the Internet as a subscription service using a software-as-a-service (“SaaS”) model. The Company’s arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. The Company also offers customer support related to initial implementation setup, ongoing support services, and application training.

Segment Information

The Company has a single operating and reportable segment. The software segment provides a Digital Analytics Platform to customers using a SaaS model. The Company derives revenue primarily in the United States and manages the business activities on a consolidated basis. The accounting policies of the software segment are the same as those described in the summary of significant accounting policies.

The chief operating decision maker, who, in the Company’s case, is the Chief Executive Officer (“CEO”), assesses performance for the software segment and decides how to allocate resources based on functional expenses exclusive of stock-based compensation, amortization of acquired intangible assets, non-recurring charges such as restructuring and other related charges as well as related tax impacts of these items. The CEO uses these functional expense captions and consolidated net loss to evaluate income generated or losses incurred from the software segment, and utilizes the metric in deciding operating decisions, including, but not limited to, investing in R&D, product developments, personnel, and other expenses. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The following tables sets forth operating segment information (in thousands):


	Year Ended December 31,
	2024			2023			2022
Revenue	$	299,272		$	276,284		$	238,067
Less:
Cost of revenue(1)		69,962			63,385			61,957
Research and development(1)		51,921			52,619			52,113
Sales and marketing(1)		135,047			123,333			112,576
General and administrative(1)		46,346			40,440			37,669
Other segment expenses		103,379			99,027			70,314
Other income		(14,855	)		(13,426	)		(3,981	)
Provision for income taxes		1,791			1,269			796
Consolidated net loss	$	(94,319	)	$	(90,363	)	$	(93,377	)

(1)

Amounts exclude other segment expenses as follows:


	Year Ended December 31,
	2024		2023		2022
Stock-based compensation expense and related employer payroll taxes	$	102,645	$	89,472	$	68,297
Amortization of acquired intangible assets		734		1,413		2,017
Restructuring and other related charges		—		8,142		—
Total other segment expenses	$	103,379	$	99,027	$	70,314

Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”) and include the accounts of Amplitude, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Foreign Currency

The reporting currency of the Company is the United States dollar. The functional currency of the Company’s foreign subsidiaries is also the United States dollar. Foreign currency transaction gains and losses are recognized in “Other income (expense), net” in the consolidated statements of operations and comprehensive loss, and have not been material for any of the periods presented.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates are based on information available as of the date of the financial statements and may involve subjective or significant judgment by the Company; therefore, actual results could differ from the Company’s estimates. Items subject to such estimates and assumptions include, but are not limited to the:

•

expected period of benefit for deferred commissions;

•

useful lives of long-lived assets;

•

valuation of goodwill and intangible assets;

•

recognition, measurement, and valuation of deferred tax assets and income tax uncertainties; and

•

incremental borrowing rates used for operating leases.

Revenue Recognition

The Company derives revenue primarily from sales of subscription services. Revenue is recognized when, or as, the related performance obligation is satisfied by transferring the control of the promised service to a customer. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services.

To achieve the core principle of the revenue standard, the Company applies the following steps:

(i)

Identification of the contract, or contracts, with the customer

The Company considers the terms and conditions of the contract in identifying the contracts. The Company determines a contract with a customer to exist when the contract is approved, each party’s rights regarding the services to be transferred can be identified, the payment terms for the services can be identified, it has been determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company will evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, and financial information pertaining to the customer.

(ii)

Identification of the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company and are distinct in the context of the contract, whereby the transfer of the services and the products is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (1) core subscription services and (2) professional and other services.

(iii)

Determination of the transaction price

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. The transaction price includes SaaS subscription fees based on the contracted usage as well as variable consideration associated with overage fees on exceeded volume limits. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts contain a significant financing component.

(iv)

Allocation of the transaction price to the performance obligations in the contract

Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price. Contracts typically have one performance obligation of providing access to the core subscription service. On occasion, contracts include professional services to customers, which are separate performance obligations. Professional services revenue has historically not been significant.

(v)

Recognition of the revenue when, or as, a performance obligation is satisfied

Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer. For subscription services, revenue is recognized as the customer is given access to the core subscription service, in an amount that reflects the consideration that the Company expects to receive in exchange for access to the services. With respect to professional services, the Company recognizes revenue as services are delivered. The Company generates all its revenue from contracts with customers.

Subscription revenue

The Company generates revenue from subscription services including SaaS subscriptions and customer support services subject to contractual subscription terms. SaaS subscriptions enable customers to access and send event volume data to the Company’s cloud-based platform. Subscription arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Instead, customers are granted continuous access to the platform over the contractual period. A time-elapsed method is used to measure progress because the Company’s obligation is to provide continuous service over the contractual period and control is transferred evenly over the contractual period. Accordingly, the fixed consideration related to subscription revenue is recognized ratably over the contract term beginning on the date access to the subscription product is provisioned. Typical subscription terms are in increments of 12 months with various payment terms ranging from monthly to annual up-front payments. Most contracts are non-cancellable over the contractual term and are subject to standard terms and conditions; however, certain contracts contain nonstandard terms that may impact the timing of revenue recognition. Some customers have the option to purchase additional subscription services at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they do not provide a discount to the customer that is incremental to the range of discounts typically given for the same services that are sold to a similar class of customers, even when the stand-alone selling price of the services subject to the option is highly variable.

Remaining performance obligations

The Company’s contracts with customers generally include one combined performance obligation, its core subscription offering, which is a series of distinct services transferred to the customer ratably over the respective obligation’s term. Other performance obligations that may be identified in contracts include professional services. As of December 31, 2024, the unrecognized transaction price related to remaining performance obligations was $308.6 million.

The Company’s remaining performance obligations as of December 31, 2024 are expected to be recognized as follows (in thousands):


	As of December 31, 2024		As of December 31, 2023

Less than or equal to 12 months	$	223,320	$	188,456
Greater than 12 months		85,315		50,962
Total remaining performance obligations	$	308,635	$	239,418

Disaggregation of Revenue

The following table shows the Company’s disaggregation of revenue by geographic areas, as determined based on the address of the Company's customers (in thousands):


	Year Ended December 31,
	2024		2023		2022
United States	$	180,091	$	167,919	$	146,415
International		119,181		108,365		91,652
Total revenue	$	299,272	$	276,284	$	238,067

Accounts Receivable, Net

Accounts receivable are primarily comprised of cash due from customers and are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company has a well-established collections history from its customers. Credit is extended to customers based on an evaluation of their financial condition and other factors. In determining the necessary allowance for doubtful accounts, the Company estimates the lifetime expected credit losses against the existing accounts receivable balance. The Company's estimate is based on certain factors including historical loss rates, current economic conditions, reasonable and supportable forecasts, and customer-specific circumstances. The Company maintained an allowance of $1.4 million and $1.1 million for doubtful accounts as of December 31, 2024 and 2023, respectively. The movements in the allowance for doubtful accounts were not material for any of the periods presented. The Company does not have any off-balance-sheet credit exposure related to its customers.

Concentration of Risk and Significant Customers

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities, and accounts receivable. Although the Company deposits its cash with high-quality, credit-rated financial institutions, the deposits, at times, may exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents.

No customer accounted for 10% or more of total revenue for the years ended December 31, 2024, 2023, and 2022. As of December 31, 2024, no customers represented 10% or more of accounts receivable. As of December 31, 2023, one customer represented 10% of accounts receivable.

Deferred Revenue

Deferred revenue consists of billings of payments received in advance of revenue recognition and is recognized when, or as, performance obligations are satisfied. The Company generally invoices its customers annually or in semi-annual, quarterly, or monthly installments. Accordingly, the deferred revenue balance does not represent the total contract value of annual non-cancellable subscription agreements. The amount of revenue recognized in the years ended December 31, 2024 and 2023 that was included in deferred revenue at the beginning of the period was $102.0 million and $89.6 million, respectively.

Deferred Commissions

The Company capitalizes sales commissions that are recoverable and incremental due to the acquisition of customer contracts. The Company determines whether costs should be deferred based on its sales compensation plans, if the commissions are in fact incremental and would not have occurred absent the customer contract.

Commissions paid upon the initial acquisition of a contract are deferred and then amortized on a straight-line basis over a period of benefit, determined to be five years. The period of benefit is estimated by considering factors such as the expected life of the Company's subscription contracts, historical customer attrition rates, technological life of the Company's platform, as well as other factors. Sales commissions for renewal of a subscription contract are not considered commensurate with the commissions paid for the acquisition of the initial subscription contract given the substantive difference in commission rates between new and renewal contracts. The Company determines the period of benefit for renewal subscription contracts by considering the contractual term for renewal contracts.

Amounts anticipated to be recognized within 12 months of the balance sheet date are recorded as deferred commissions, current, with the remaining portion recorded as deferred commissions, noncurrent, in the consolidated balance sheets. Amortization of deferred commissions is included in sales and marketing expense in the consolidated statement of operations and comprehensive loss. The Company periodically reviews these deferred commissions to determine whether events or changes in circumstances have occurred that could impact recoverability or the period of benefit. There were no impairment losses recorded during the periods presented.

The following table represents a roll-forward of the Company’s deferred commissions as of December 31, 2024 and 2023 (in thousands):


	Year Ended December 31,
	2024			2023
Beginning balance	$	38,386		$	36,717
Additions to deferred commissions		18,551			13,656
Amortization of deferred commissions		(14,286	)		(11,987	)
Ending balance		42,651			38,386
Deferred commissions, current portion		14,954			11,444
Deferred commissions, net of current portion		27,697			26,942
Total deferred commissions	$	42,651		$	38,386

Cost of Revenue

Cost of revenue primarily consists of costs related to third-party hosting costs; employee-related expenses, including salaries, stock-based compensation and benefits for operations and support personnel; software license fees; certain developed technology and acquired developed software amortization; and allocated overhead.

Research and Development Expense

The Company’s costs related to research, design, maintenance, and minor enhancements of the Company’s platform are expensed as incurred. These costs consist primarily of personnel-related expenses, including stock-based compensation and allocated overhead costs, contractor and consulting fees related to the design, development, testing, and enhancements of the Company’s platform, and software, hardware, and cloud infrastructure fees for staging and development related to research and development activities necessary to support growth in the Company’s employee base and in the adoption of its platform.

Advertising Costs

The Company expenses all advertising costs as incurred as a component of sales and marketing expenses. Advertising expenses of $5.9 million, $5.5 million, and $5.8 million were incurred during the years ended December 31, 2024, 2023, and 2022, respectively.

Stock-Based Compensation

The Company records stock-based compensation expense for all stock-based awards, including stock options, restricted stock units (“RSUs”) and purchase rights issued under the 2021 Employee Stock Purchase Plan (“ESPP”), made to employees, non-employees, and directors based on estimated fair values recognized over the requisite service period. The Company measures and recognizes compensation expense for all stock-based payment awards granted to employees, directors, and non-employees based on the estimated fair values on the date of the grant and vesting criteria. For options, vesting is typically over a four-year period and is contingent upon continued employment on each vesting date. In general, options granted to newly hired employees vest ratably each month over a 36-month period to 48-month period. RSUs typically vest ratably each quarter over a three-year period and is contingent upon continued employment on each vesting date.

The Company recognizes compensation expense for service-based stock-based awards as an expense over the employee’s or director’s requisite service period on a straight-line basis. Forfeitures are accounted for as they occur. Stock-based compensation expense is allocated to cost of revenue and operating expenses on the consolidated statements of operations and comprehensive loss based on where the associated employee’s functional department is located.

The fair value of stock options granted under the 2021 Plan and purchase rights issued under the ESPP for purposes of calculating stock-based compensation expense is estimated on the grant date using the Black-Scholes pricing model. The Black-Scholes pricing model requires the Company to make assumptions and judgments about the inputs used in the calculation, including

the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, risk-free interest rate, and expected dividend yield. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. For stock options considered to be “plain vanilla” options, the Company estimates the expected term based on the simplified method, which is essentially the weighted average of the vesting period and contractual term, as the Company's historical option exercise experience does not provide a reasonable basis upon which to estimate the expected term. Depending on when the award was issued, the volatility is based on the historical volatility of the Company's Class A common stock or is based on an average of the historical volatilities of the common stock of comparable public companies with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option or purchase right. The Company’s expected dividend yield input is zero as it has not historically paid, nor does it expect in the future to pay, cash dividends on its common stock. Stock-based compensation expense for RSUs granted under the 2021 Plan is measured based on the fair value of the underlying shares on the date of grant.

Taxes

Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income or loss in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established for deferred tax assets to the extent it is more likely than not that the deferred tax assets may not be realized.

The Company evaluates uncertain tax positions taken or expected to be taken in the course of preparing its tax return to determine whether the tax positions are more likely than not of being sustained upon challenge by the applicable tax authority. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are stated at fair value. Restricted cash represents cash held to collateralize lease obligations related to the Company's property leases. As of December 31, 2024, $0.9 million of restricted cash was recorded as current assets. As of December 31, 2023, $0.9 million of restricted cash was recorded as noncurrent assets. The following table represents the Company's cash, cash equivalents, and restricted cash at each period end (in thousands):


	As of December 31,
	2024		2023
Cash and cash equivalents	$	171,678	$	248,491
Restricted cash, current		881		—
Restricted cash, noncurrent		—		869
Total cash, cash equivalents, and restricted cash	$	172,559	$	249,360

Investments in Marketable Securities

Investments in marketable securities consist of commercial paper, corporate notes, and bonds, as well as U.S. Treasury and government agency securities. Management determines the appropriate classification of investments at the time of purchase and reevaluates such determination at each balance sheet date. Marketable securities are classified as available-for-sale and are carried at fair value in the consolidated balance sheets and are classified as short-term or long-term based on their remaining contractual maturities.

The Company evaluates its investments with unrealized loss positions at the individual security level to determine whether the unrealized loss was related to credit or noncredit factors. The Company considers whether a credit loss exists based on the extent of the unrealized loss position, any adverse conditions specifically related to the security or the issuer's operating environment, pay structure of the security, the issuer's payment history and any changes in the issuer's credit rating. Estimated credit losses are determined using a discounted cash flow model and recorded as an allowance, with changes in expected credit losses on the Company's investments recorded in “Other income (expense), net” in the consolidated statements of operations and comprehensive loss. Unrealized gains and losses related to noncredit factors are reflected in “Accumulated other comprehensive income (loss)” on the consolidated balance sheets.

Fair Value Measurements

The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date for assets or liabilities; the fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date; the fair value hierarchy gives the lowest priority to Level 3 inputs.

Observable inputs are based on market data obtained from independent sources. The fair value of cash, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximated their carrying values as of December 31, 2024 and 2023 due to their short-term nature. The fair values of all of these instruments are categorized as Level 1 in the fair value hierarchy. The fair value of the Company's cash equivalents and marketable securities as categorized by the fair value level hierarchy is detailed in Note 3.

Business Combinations

The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. When the Company acquires a business, the purchase consideration is allocated to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated respective fair value using the acquisition method of accounting. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, particularly to acquired intangible assets. These assumptions include, but are not limited to, projected revenue and costs. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition costs, such as legal and consulting fees, are expensed as incurred. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statement of operations and comprehensive loss.

Goodwill and Other Acquired Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with business combinations accounted for using the acquisition method of accounting. The Company has one reporting unit and performs testing of goodwill in the fourth quarter of each year, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. These triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If the Company determines, based on the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, then a quantitative goodwill impairment test is required. There were no impairments of goodwill recorded for the years ended December 31, 2024, 2023, and 2022.

Intangible assets mainly consist of developed technology resulting from the Company’s acquisitions. Acquired intangible assets are recorded at cost, net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives, which was determined to be one to five years based on the intangible asset class. For developed technology, amortization costs were included within cost of revenue in the consolidated statements of operations upon the related product release date. Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There was no impairment of intangible assets recorded for the years ended December 31, 2024, 2023, and 2022.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of those assets, as follows:


Property		Useful Life

Office equipment		3 years
Furniture and fixtures		3 years
Leasehold improvements		Shorter of remaining lease term or 5 years
Software including internal-use software		3 years

Maintenance and repairs are charged to expense as incurred and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is reflected in the statements of operations and comprehensive loss for the period realized.

Operating Leases

The Company determines if an arrangement is, or contains, a lease at inception. Leases arise from contractual obligations that convey the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company determines whether an arrangement is or contains a lease at inception, based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. At lease commencement date, the Company determines lease classification between finance and operating, allocates the consideration to the lease and non-lease components and recognizes a right-of-use (“ROU”) asset and corresponding lease liability for each lease component. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments based on the lease contracts.

Operating lease ROU assets and liabilities were recognized at adoption date or lease commencement date, based on the present value of lease payments over the remaining lease term. The Company’s lease contracts do not provide an implicit rate, as such the Company used its incremental borrowing rate based on the information available at adoption date or lease commencement date, if the commencement date was after January 1, 2022, in determining the present value of lease payments. The operating lease ROU assets also include any lease payments made to the lessors at or before the lease commencement date, and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

The lease liability is initially measured as the present value of the remaining lease payments over the lease term. The discount rate used to determine the present value is the Company's incremental borrowing rate unless the interest rate implicit in the lease is readily determinable. The Company estimates the incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The ROU asset is initially measured as the present value of the lease payments, adjusted for initial direct costs, prepaid lease payments to lessors and lease incentives. The operating lease right-of-use assets and liabilities recognized at January 1, 2022, the adoption date, were based on the present value of lease payments over the remaining lease term as of that date, using the incremental borrowing rate as of that date.

The Company elected the practical expedients to not recognize right-of-use assets and liabilities for leases with a term of less than twelve months and to not separate non-lease components from the associated lease components for the Company's office leases and certain other asset classes. The total consideration includes fixed payments and contractual escalation provisions. The Company is responsible for maintenance, insurance, property taxes and other variable payments, which are expensed as incurred. The Company's leases include options to renew or terminate. The Company includes the option to renew or terminate in the determination of the lease term when the option is deemed to be reasonably certain that the Company will exercise that option. The Company accounts for changes in the expected lease term as a modification of the original contract.

Operating leases are classified in “Operating lease right-of-use assets” and “Operating lease liabilities, noncurrent” on the Company's consolidated balance sheets. The current balance of the operating lease liabilities is included within “Accrued expenses” on the Company's consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the expected lease term and included in “Operating expenses” in the Company's consolidated statements of operations and comprehensive loss.

Capitalized Internal-Use Software Costs

The Company capitalizes development costs related to its platform and certain other projects for internal use. The Company considered the guidance set forth in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-40-15, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use, which requires companies to capitalize qualifying computer software costs that are incurred during the application development stage, and then amortize them over the software’s estimated useful life. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Capitalized internal-use software costs are included in “Property and equipment, net” on the Company's consolidated balance sheets and are amortized on a straight-line basis over its estimated useful life into cost of revenue within the consolidated statements of operations and comprehensive loss. All software development costs prior to capitalization have been recorded in research and development expense in the consolidated statements of operations. There was no impairment to capitalized internal-use software costs during the years ended December 31, 2024, 2023, and 2022.

Impairment of Long-Lived Assets

The Company evaluates long-lived assets or asset groups for impairment whenever events indicate that the carrying value of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. No impairment loss on long-lived assets was recognized in the years ended December 31, 2024, 2023, and 2022.

Net Loss Per Share

Basic net loss per share attributable to the Company’s common stockholders is computed in conformity with the two-class method required for participating securities. The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. As the liquidation and dividend rights are identical, all undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both an individual and a combined basis.

Basic net loss per share is computed by dividing the net loss attributable to the Company’s common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss position in each period presented.

Indemnifications

The Company delivers its applications over the internet as a subscription service using a SaaS model. Each subscription is subject to the terms of the contractual arrangement with the customer and often includes certain provisions for holding the customer harmless against and indemnifying the customer from costs, damages, losses, liabilities, and expenses arising from claims that the Company’s software infringes upon a copyright, trademark, or other trade secret rights, and third-party claims arising from the Company’s breach of the contract. Customers also indemnify the Company for claims relating their improper use of the service or intellectual property claims originating from customer actions or content.

The Company has not incurred any expense in defense or reimbursement of any of its customers for losses related to indemnification provisions, and no material claims against the Company are outstanding as of December 31, 2024, 2023, and 2022. The Company’s exposure under these indemnification provisions is often capped at a fixed amount in many customer agreements and uncapped in others. Due primarily to the lack of history of prior indemnification claims and the unique facts and circumstances involved in each particular contractual arrangement, the Company has determined that potential costs related to indemnification are not probable or estimable and, as such, has not recorded a reserve for the years ended December 31, 2024 and 2023.

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	As of December 31,
	2024			2023
Office equipment	$	4,886		$	4,427
Furniture and fixtures		1,376			1,237
Leasehold improvements		1,320			1,299
Internal-use software		20,534			10,467
Total property and equipment		28,116			17,430
Less accumulated depreciation and amortization		(11,783	)		(7,362	)
Property and equipment, net	$	16,333		$	10,068

Depreciation and amortization expense related to property and equipment for the years ended December 31, 2024, 2023, and 2022 was $5.4 million, $4.2 million, and $2.6 million, respectively.

The changes in the carrying value of capitalized internal-use software costs for the periods presented below are as follows (in thousands):


	Amount

Balance as of December 31, 2022	$	4,891
Capitalization of internal-use software costs		3,641
Amortization of internal-use software costs		(2,350	)
Balance as of December 31, 2023		6,182
Capitalization of internal-use software costs		10,067
Amortization of internal-use software costs		(3,230	)
Balance as of December 31, 2024		13,019

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	As of December 31,
	2024		2023
Accrued hosting	$	1,151	$	6,506
Accrued commission and bonus		17,215		6,383
Accrued payroll and employee related taxes		2,500		2,468
Accrued sales tax		429		322
2021 Employee Stock Purchase Plan withholding		811		1,017
Operating lease liabilities, current		3,812		4,571
Other accrued liabilities		7,933		5,390
Total accrued expenses	$	33,851	$	26,657

(3)

Fair Value Measurements

The following table summarizes, for financial assets measured at fair value, the respective fair value and classification by level of input within the fair value hierarchy (in thousands):


		As of December 31, 2024
		Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Estimated Fair Value
Level 1:
Cash equivalents(1)
Money market funds	$		137,374	$		—	$		—	$		137,374
Level 2:
Cash equivalents(1)
U.S. governmental and agency securities			12,826			—			—			12,826
Available-for-sale securities
U.S. governmental and agency securities			126,655			6			—			126,661
Total	$		276,855	$		6	$		—	$		276,861


		As of December 31, 2023
		Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses				Estimated Fair Value
Level 1:
Cash equivalents(1)
Money market funds	$		211,741	$		—	$		—		$		211,741
Level 2:
Available-for-sale securities
U.S. governmental and agency securities			74,090			—			(181	)			73,909
Total	$		285,831	$		—	$		(181	)	$		285,650

(1)

Included in “Cash and cash equivalents” in the Company's consolidated balance sheets as of December 31, 2024 and 2023, in addition to cash of $21.5 million and $36.8 million, respectively.

The Company uses quoted prices in active markets for identical assets to determine the fair value of the Company's Level 1 investments. The fair value of the Company's Level 2 investments is determined using pricing based on quoted market prices or alternative market observable inputs.

The fair value of the Company's available-for-sale securities as of December 31, 2024, by remaining contractual maturities, was as follows (in thousands):


	As of December 31, 2024
Due in one year or less	$	69,419
Due in greater than one year		57,242
Total	$	126,661

The Company periodically evaluates its investments for expected credit losses. The unrealized losses on the available-for-sale securities were primarily due to unfavorable changes in interest rates subsequent to the initial purchase of these securities. None of the Company's available-for-sale securities have been in a continuous unrealized loss position for twelve months or longer as of December 31, 2024. The Company expects to recover the full carrying value of its available-for-sale securities in an unrealized loss position as it does not intend or anticipate a need to sell these securities prior to recovering the associated unrealized losses. The Company also expects any credit losses would be immaterial based on the high-grade credit rating for each of such available-for-sale securities. As a result, the Company does not consider any portion of the unrealized losses as of December 31, 2024 and 2023 to represent a credit loss.

(4)

Acquisitions, Intangible Assets, and Goodwill

Acquisitions

On October 15, 2024, the Company completed an acquisition of a privately-held company for an aggregate of $33.6 million, consisting of $26.7 million of cash and $6.9 million of equity consideration through the issuance of 0.8 million shares of its common stock. This includes a holdback that will be paid on the 12-month anniversary of the closing date. The Company has accounted for this transaction as a business combination. In allocating the aggregate purchase price based on the estimated fair values, the Company recorded $9.6 million of cash, $3.7 million as a developed technology intangible asset, $0.7 million as a customer related intangible asset, and $90 thousand as a trade name asset. The useful lives of the acquired intangible assets are as follows:


Intangible Asset		Useful Life

Developed technology		5 years
Customer related		3 years
Trade name		1 year

The excess of purchase consideration over the fair value of net assets acquired was recorded as goodwill in the amount of $20.3 million after measurement period and working capital adjustments. As part of the acquisition, the Company also agreed to retention agreements with key employees in which 1.4 million shares of common stock are restricted and deemed as compensation for post combination services. The total value of $13.0 million related to these restricted shares was recognized as stock-based compensation expense in the year ended December 31, 2024.

The Company believes the goodwill balance associated with the acquisition represents the synergies expected from expanded market opportunities when integrating the acquired developed technology with the Company’s offerings as well as acquiring an assembled workforce. Related goodwill is deductible for income tax purposes. Aggregate acquisition-related costs associated with the business combination was not material for all periods presented and were included in general and administrative expenses in the consolidated statements of operations.

The results of operations of this business combination have been included in the Company’s consolidated financial statements from the acquisition date. The business combination did not have a material impact on the Company’s consolidated financial statements. Therefore, historical results of operations prior to the acquisition dates and pro forma results of operations have not been presented.

Intangible Assets Other Than Goodwill

Intangible assets, net consisted of the following (in thousands):


		As of December 31, 2024										As of December 31, 2023
		Gross Carrying Amount			Accumulated Amortization				Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization				Net Carrying Amount

Developed technology	$		9,250	$		(5,708	)	$		3,542	$		5,550	$		(5,258	)	$		292
Customer related			1,631			(880	)			751			931			(614	)			317
Trade name			90			(19	)			71			—			—				—
Intangible assets, net	$		10,971	$		(6,607	)	$		4,364	$		6,481	$		(5,872	)	$		609

Amortization expense of intangible assets was $0.7 million, $1.4 million, and $2.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.

(5)

Stockholders’ Equity and Equity Incentive Plans

Preferred stock

In connection with the direct listing of the Company's Class A common stock on the Nasdaq Capital Market (the "Direct Listing") on September 21, 2021, an amended and restated certificate of incorporation of the Company was filed with the Secretary of State of the State of Delaware, which authorized the issuance of 20 million shares of undesignated preferred stock with a par value of $0.00001 per share and rights and preferences, including voting rights, designated from time to time by the Company's board of directors.

Common Stock

The Company has two classes of common stock: Class A common stock and Class B common stock. The Company's amended and restated certificate of incorporation authorizes the issuance of 600 million shares of Class A common stock and 600 million shares of Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to five votes. Class A and Class B common stock each have a par value of $0.00001 per share and are referred to as common stock throughout the notes to the consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends whenever funds are legally available and if declared by the Company's board of directors.

Shares of Class B common stock may be converted to Class A common stock at any time at the option of the stockholder. Shares of Class B common stock will also automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Company's amended and restated certificate of incorporation. In addition, each share of Class B common stock held by the Company's three cofounders (or any of such founder’s affiliates) will convert automatically into one share of Class A common stock on the earlier of: (i) the death or incapacity of such founder or (ii) the date that is six months following the date on which such founder is no longer an employee or director of the Company (unless such founder has rejoined the Company during such six-month period). Each outstanding share of the Company's Class B common stock will also convert automatically into one share of Class A common stock on the date that is six months following the date on which no founder is an employee or director of the Company (unless a founder has rejoined the Company during such six-month period). In addition, any transfer by a founder (or such founder’s affiliates) to one or more of the other founders (or such founders’ affiliates) will not result in the automatic conversion of such shares of Class B common stock to Class A common stock. Once converted into Class A common stock, the Class B common stock may not be reissued.

The Company has reserved shares of its Class A common stock as follows:


	As of December 31, 2024		As of December 31, 2023

2014 Stock Option and Grant Plan and 2021 Incentive Award Plan:
Equity plan stock options outstanding		11,501,725		14,268,055
RSUs outstanding		13,519,769		11,301,279
Shares available for future issuance		18,310,859		18,260,813
2021 Employee Stock Purchase Plan:
Shares available for future issuance		4,810,524		4,079,994
Total reserved shares		48,142,877		47,910,141

Equity Incentive Plans

2014 Stock Option and Grant Plan

In December 2014, the Company adopted its 2014 Stock Option and Grant Plan (as amended, the “2014 Plan”), pursuant to which shares of the Company’s common stock were reserved for the issuance of stock options (incentive and non-statutory), restricted stock units (“RSUs”), and restricted stock to employees, directors, and consultants under terms and provisions established by the Company's board of directors and approved by the Company’s stockholders. The 2014 Plan was terminated in September 2021 in connection with the Direct Listing but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2014 Plan. No further equity awards will be granted under the 2014 Plan. With the establishment of the 2021 Incentive Award Plan (the “2021 Plan”) as further discussed below, upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class A common stock underlying outstanding stock-based awards granted under the 2014 Plan, an equal number of shares of Class A common stock will become available for grant under the 2021 Plan.

2021 Incentive Award Plan

In August 2021, the Company's board of directors adopted, and its stockholders approved, the 2021 Plan, which became effective in connection with the Direct Listing. The 2021 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSU awards, performance bonus awards, performance stock units, dividend equivalent awards and other forms of equity compensation (collectively, “equity awards”). As of December 31, 2024, a total of 18,310,859 shares of the Company's Class A common stock have been reserved for issuance under the 2021 Plan in addition to (i) any shares available for issuance under the 2014 Plan as of the effective date of the 2021 Plan, (ii) the number of shares represented by awards outstanding under the Company's 2014 Plan (“Prior Plan Awards”) that become available upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class A common stock underlying outstanding stock awards granted under the 2014 Plan, and (iii) an annual increase on the first day of each fiscal year beginning in 2022 and ending in 2031, equal to the lesser of (A) 5% of the shares of the Company's common stock outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the Company's board of directors; provided, however, that no more than 88,000,000 shares of stock may be issued upon the exercise of incentive stock options.

Stock Option Awards

Stock options granted under the 2014 Plan and the 2021 Plan (collectively, the “combined stock plans”) generally vest based on continued service over four years.

Option activity under the Company's combined stock plans is set forth below:


						Weighted
				Weighted		average		Aggregate
	Outstanding			average		remaining		intrinsic
	stock			exercise		contractual		value
	options			price		life (years)		(in thousands)
Balances as of December 31, 2023		14,268,055		$	4.40		6.27	$	118,757
Granted		—			—
Exercised		(2,256,288	)		2.89
Cancelled/forfeited		(510,042	)		10.81
Balances as of December 31, 2024(1)		11,501,725		$	4.41		5.25	$	70,628
Exercisable as of December 31, 2024(2)		10,998,001		$	4.05		5.16	$	71,436

(1)

As no forfeitures are estimated due to the Company's adoption of ASU No. 2016-09, all options are vested or expected to vest. As of December 31, 2024, no options were outstanding that were subject to a future performance condition

(2)

Exercisable shares include vested options as well as unvested shares that can be early exercised

The aggregate intrinsic values of options are calculated as the difference between the exercise price of the options and the market price for shares of the Company’s Class A common stock as of each period-end. The total intrinsic value of options exercised for the years ended December 31, 2024, 2023, and 2022 was $17.3 million, $16.4 million, and $23.3 million, respectively.

No stock options were granted in the year ended December 31, 2024. Stock options granted during the years ended December 31, 2023 and 2022 had a weighted average grant date fair value of $6.69 and $8.27 per share, respectively. The fair value is being

expensed over the vesting period of the options on a straight-line basis as the services are being provided. No tax benefits were realized from options during the periods.

As of December 31, 2024, total unrecognized stock-based compensation expense related to options outstanding under the combined stock plans was $3.2 million. This unrecognized expense as of December 31, 2024 is expected to be recognized over the weighted average remaining vesting period of 2.10 years. As of December 31, 2024, the Company had 342,000 shares of non-employee stock options outstanding under the combined stock plans.

The fair value of each option granted to employees under the 2021 Plan is estimated on the grant date using the Black-Scholes pricing model.

The following range of assumptions and data inputs were used in the Black-Scholes option-pricing model to estimate the fair value of the options granted under the 2021 Plan:


	Year Ended December 31,
	2024		2023		2022
Fair value of common stock		—	$11.37 - $12.37		$14.62 - $15.63
Expected dividend yield		—		—		—
Risk-free interest rate		—	3.59% - 4.36%		3.01% - 3.36%
Expected volatility		—	56.5% - 56.8%		55.3% - 55.6%
Expected term (years)		—	5.5 - 6.0		6.0 - 6.3

Restricted Stock Units

RSUs granted under the 2021 Plan generally vest based on continued service. During the years ended December 31, 2024, 2023, and 2022, the Company recorded $85.2 million, $77.1 million, and $46.0 million in expense related to RSUs, respectively.

The total fair value of RSUs vested during the years ended December 31, 2024, 2023, and 2022 was $69.7 million, $56.3 million, and $25.4 million, respectively. As of December 31, 2024, total unrecognized stock-based compensation expense related to RSUs was $138.8 million. This unrecognized expense as of December 31, 2024 is expected to be recognized over the weighted average remaining vesting period of 2.13 years. As of December 31, 2024, the Company had 177,661 shares of non-employee RSUs outstanding under the combined stock plans.

RSU activity for the year ended December 31, 2024 was as follows:


	Restricted stock units			Weighted-average grant date fair value per share
Balance as of December 31, 2023		11,301,279		$	14.76
Granted		12,135,585			9.59
Vested		(6,794,806	)		13.59
Cancelled/forfeited		(3,122,289	)		13.45
Balance as of December 31, 2024		13,519,769		$	11.02

2021 Employee Stock Purchase Plan

In August 2021, the Company’s board of directors adopted, and its stockholders approved, the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective in connection with the Direct Listing. The ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. As of December 31, 2024, a total of 4,810,524 shares of the Company’s Class A common stock have been reserved for future issuance under the ESPP, in addition to any annual automatic evergreen increases in the number of shares of Class A common stock reserved for future issuance under the ESPP. The ESPP offers employees the option to purchase shares through a series of consecutive 12-month offering periods on each May 15th and November 15th (with two six-month purchase periods during each offering period). The price at which Class A common stock is purchased under the ESPP is equal to the lower of (i) 85% of the closing trading price per share of the Company's Class A common stock on the first trading date of an offering period in which a participant is enrolled or (ii) 85% of the closing trading price per share

on the purchase date, which will occur on the last trading day of each purchase period, or such other price designated by the administrator.

The ESPP offers a rollover feature pursuant to which, if the fair market value of a share of Class A common stock on the first purchase date is lower than the fair market value on the first trading day of the offering period, the respective offering period will terminate and each participant will be automatically enrolled in the offering period that commences immediately following the purchase date. In accordance with the rollover feature, immediately following the conclusion of the purchase period ended May 14, 2024, the offering period was terminated and participants were automatically enrolled in a new 12-month offering period commencing on May 15, 2024 and ending on May 14, 2025. The impact of the rollover feature did not result in material incremental compensation cost for the year ended December 31, 2024.

The following assumptions were used to calculate the fair value of shares to be granted under the ESPP during the period utilizing the Black-Scholes option-pricing model:


	Year Ended December 31,
	2024		2023		2022
Fair value of common stock	$9.34 - $9.59		$9.98 - $10.76		$14.77 - $17.04
Expected dividend yield		—		—		—
Risk-free interest rate	4.34% - 5.43%		4.75% - 5.41%		1.54% - 4.63%
Expected volatility	44.4% - 56.0%		56.8% - 60.0%		60.0%
Expected term (years)	0.5 - 1.0		0.5 - 1.0		0.5 - 1.0

The expected term for the ESPP purchase rights is based on the duration of the offering period. Estimated volatility for ESPP purchase rights is based on the historical volatility of the Company's Class A common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time the ESPP purchase right was granted at the beginning of the offering period. The Company has not declared, nor does it expect to declare dividends.

As of December 31, 2024, 1.3 million shares have been purchased under the ESPP. During the years ended December 31, 2024, 2023, and 2022, the Company issued 469,567, 473,792, and 350,341 shares under the ESPP, respectively, in settlement of $3.8 million, $4.1 million, and $4.7 million of ESPP liabilities, respectively.

During the years ended December 31, 2024, 2023, and 2022 the Company recognized $1.6 million, $2.4 million, and $5.7 million of stock-based compensation expense related to the ESPP, respectively. As of December 31, 2024, total unrecognized compensation costs related to the ESPP was $0.5 million, which will be amortized over a weighted average period of 0.52 years.

Stock-based compensation expense, net of actual forfeitures is reflected in the consolidated statement of operations and comprehensive loss (in thousands):


	Year Ended December 31,
	2024		2023		2022
Cost of revenue	$	6,472	$	7,300	$	6,468
Research and development		44,421		36,643		27,855
Sales and marketing		32,119		29,404		17,143
General and administrative		17,007		14,085		15,757
Restructuring and other related charges		—		853		—
Total stock-based compensation expense	$	100,019	$	88,285	$	67,223

The Company has established a savings and retirement plan for employees that permits participants to make contributions by salary deductions pursuant to Section 401(k) of the Internal Revenue Code. The plan is available to all regular employees on the Company’s U.S. payroll. The Company does not currently match employees’ contributions.

(7)

Income Taxes

Pre-tax book loss has been recorded in the following jurisdictions (in thousands):


	Year Ended December 31,
	2024			2023			2022
United States	$	(97,993	)	$	(95,662	)	$	(97,047	)
Foreign		5,465			6,568			4,466
Worldwide pre-tax loss	$	(92,528	)	$	(89,094	)	$	(92,581	)

The provision for income taxes consists of the following (in thousands):


	Year Ended December 31,
	2024			2023		2022
Current:
Federal	$	—		$	—	$	—
State		164			51		86
Foreign		1,250			516		619
Total Current	$	1,414		$	567	$	705
Deferred:
Federal	$	(127	)	$	—	$	—
State		(29	)		—		—
Foreign		533			702		91
Total Provision	$	1,791		$	1,269	$	796

The provision for income taxes differs from the amount computed by applying the federal income tax rate of 21% to pre-tax loss for the years ended December 31, 2024, 2023, and 2022 from operations as a result of the following:


	Year Ended December 31,
	2024		2023		2022
Statutory federal income tax rate	21.00	%	21.00	%	21.00	%
State income taxes, net of federal tax benefits	2.51		4.11		4.34
Permanent differences	(0.51)		(0.48)		(0.29)
Tax credits	6.63		7.24		6.49
Foreign rate differential	(0.06)		0.18		0.25
Stock based compensation	(10.16)		(9.70)		(3.36)
Other	0.16		0.07		(0.04)
Valuation allowance	(21.49)		(23.84)		(29.25)
Tax provision	(1.92)	%	(1.42)	%	(0.86)	%

The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 related to the following (in thousands):


	Year Ended December 31,
	2024			2023
Deferred tax assets:
Net operating loss carryforwards	$	123,133		$	111,904
Credit carryforwards		29,143			22,428
Stock-based compensation		4,670			7,187
Accruals and reserves		2,961			550
Operating lease liability		1,402			2,049
Fixed assets		226			86
Capitalized research and development costs		31,971			25,277
Intangibles		—			428
Accumulated other comprehensive loss		2			45
Other		174			175
Gross tax assets		193,682			170,129
Valuation allowance		(184,238	)		(161,456	)
Realizable deferred tax assets		9,444			8,673
Deferred tax liabilities:
Deferred commission costs	$	(10,636	)	$	(9,491	)
Operating lease right-of-use assets		(1,328	)		(1,720	)
Intangibles		(550	)		—
Gross deferred liabilities		(12,514	)		(11,211	)
Net deferred tax assets (liabilities)	$	(3,070	)	$	(2,538	)

Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income or loss in the future years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established for deferred tax assets to the extent it is more likely than not that the deferred tax assets may not be realizable.

The Company evaluates uncertain tax positions taken or expected to be taken in the course of preparing its tax return to determine whether the tax positions are more likely than not of being sustained upon challenge by the applicable taxing authority. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or remeasurement are reflected in the period in which the change in judgment occurs.

As of December 31, 2024, the Company had approximately $473.6 million and $356.3 million of net operating loss carryforwards available to offset future federal and state taxable income, respectively. If realized, none of the net operating loss carryforwards will be recognized as a benefit through additional paid-in capital. If not realized, federal carryforward losses of $25.4 million will expire beginning in 2032 and $448.2 million of carryforward losses will carryforward indefinitely. State carryforwards will expire beginning 2030.

As of December 31, 2024, the Company had tax credit carryforwards of $16.7 million and $14.8 million, net of reserves to offset future federal and state tax and $0.8 million of foreign research tax credit carryforwards. The carryforwards will expire in various amounts for federal purposes beginning 2033. The California R&D credits will not expire but the California competes tax credits will expire beginning 2026. The foreign research tax credits are allowed a carryforward of 20 years and are set to expire in 2042.

Utilization of net operating loss carryforwards and credits may be subject to substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitations may result in the expiration of the net operating losses before utilization.

As of December 31, 2024, the Company had unrecognized income tax benefits of $7.3 million. The increase in the Company’s unrecognized tax benefit was primarily attributable to current year credit activities. A reconciliation of the beginning and ending amount of unrealized tax benefit (excluding interest and penalties) is as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Beginning balance	$	5,118	$	3,625	$	2,253
Increases related to tax positions taken during a prior year		—		—		—
Decreases related to tax positions taken during a prior year		—		—		—
Increases related to tax positions taken during the current year		2,145		1,493		1,372
Ending balance	$	7,263	$	5,118	$	3,625

The total unrecognized tax benefit, if recognized, would not affect the Company’s effective tax rate as the tax benefit would increase the deferred tax asset, which is currently offset with a full valuation allowance. The Company does not anticipate that the amount of existing unrecognized tax benefit will significantly increase or decrease within the next 12 months. Accrued interest and penalties related to the unrecognized tax benefits are recorded in income tax expense. No interest, penalties, or tax benefits were recognized during the year ended December 31, 2024.

The Company files U.S. federal, Netherlands, United Kingdom, France, Singapore, Japan, Germany, Canada, India, and Australia income tax returns as well as state income tax returns for various state jurisdictions. Due to the Company’s net operating loss carryforwards in the United States, its income tax returns remain subject to federal and state tax authorities for all prior years. There are no tax years under examination by any jurisdiction, except India, at this time. The Company records liabilities related to uncertain tax positions and believes that it has provided adequate reserves for income tax uncertainties in all open tax years.

The Company provides for U.S. federal income taxes on the earnings of foreign subsidiaries unless they are considered permanently reinvested outside of the U.S. As of December 31, 2024, the Company’s management asserted that it is their intent to indefinitely reinvest unremitted foreign earnings for all its foreign entities.

(8)

Operating Leases

The components of lease expense were as follows (in thousands, except years and rate):


	Year Ended December 31,
	2024		2023
Operating lease cost	$	3,985	$	3,917
Short-term lease cost		959		894
Total lease cost	$	4,944	$	4,811


	As of December 31,
	2024			2023
Weighted average remaining term (years)		1.73			1.88
Weighted average discount rate		4.08	%		3.49	%

Supplemental cash flow information related to operating leases was as follows (in thousands):


	Year Ended December 31,
	2024		2023
Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,209	$	1,079
Cash paid for operating lease liabilities	$	4,888	$	4,122

Future minimum lease payments under non-cancellable operating leases with initial lease terms in excess of one year included in the Company’s lease liabilities as of December 31, 2024 were as follows (in thousands):

(9)

Commitments and Contingencies

Legal Matters

On February 14, 2024, a putative securities class action captioned Chicago & Vicinity Laborers’ District Council Pension Fund v. Amplitude, Inc., et al., Case No. 3:24-cv-00898 (the “Securities Class Action”) was filed in the United States District Court for the Northern District of California, naming the Company, its Chief Executive Officer, and its former Chief Financial Officer as defendants. The lawsuit is purportedly brought on behalf of all those who purchased or acquired the Company’s common stock between September 21, 2021 and February 16, 2022. The complaint alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, based on allegedly false or misleading statements related to the Company’s business and financial outlook. The lawsuit seeks unspecified damages and other relief. The defendants filed a motion to dismiss the complaint on July 12, 2024, which was granted with leave to amend on October 2, 2024. The plaintiffs filed an amended complaint on October 23, 2024. The defendants filed a motion to dismiss the amended complaint on November 13, 2024, and, on January 13, 2025, the court dismissed the amended complaint with prejudice and entered judgment in favor of the defendants.

On June 10, 2024, a shareholder derivative complaint captioned Hawkins v. Spenser Skates, et al., Case No. 3:24-cv-03460 (the “Derivative Action”) was filed in the United States District Court for the Northern District of California, naming the Company’s Chief Executive Officer, its former Chief Financial Officer, and the current and former members of the Company’s board of directors as defendants. The complaint, purportedly brought on behalf of the Company, alleges claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, abuse of control, gross mismanagement, and contribution for alleged wrongdoing by the Company’s directors and officers from September 21, 2021 through February 16, 2022. The complaint seeks unspecified damages and other relief. The Derivative Action is stayed pending a resolution of any motions to dismiss the Securities Class Action.

On August 8, 2024, a putative privacy class action captioned Atkins v. Amplitude, Inc., Case No. 3:24-cv-04913 was filed in the United States District Court for the Northern District of California, naming the Company as a defendant. The lawsuit is purportedly brought on behalf of all individuals who downloaded and used an application on their mobile device that embedded the Company’s Software Development Kit (“SDK”) and did not publicly disclose the Company in the application’s notices or disclosures. The complaint asserts claims under the Federal Wiretap Act, California Wiretap Act, California Invasion of Privacy Act, and California Comprehensive Computer Data Access and Fraud Act. The complaint seeks statutory damages and other relief. The plaintiffs filed an amended complaint on November 15, 2024. The Company filed a motion to dismiss the amended complaint on January 7, 2025.

On September 18, 2024, an individual privacy action captioned Shah v. Amplitude, Inc., Case No. 2:24-cv-08155-MEMF-JPR was filed in the United States District Court for the Central District of California, naming the Company as a defendant. The lawsuit is brought by an individual who alleges to have used an application on his mobile device that embedded the SDK without explicitly identifying the Company in the application’s notices or disclosures. The complaint asserts claims under the Federal Wiretap Act, California Wiretap Act, California Invasion of Privacy Act, and California Comprehensive Computer Data Access and Fraud Act. The complaint seeks statutory damages and other relief. On December 4, 2024, the court stayed the case pending final resolution of Atkins v. Amplitude, Inc., Case No. 3:24-cv-04913 (N.D. Cal.).

On October 7, 2024, a putative privacy class action captioned Willey v. Amplitude, Inc., Case No. 1:24-cv-07577 was filed in the United States District Court for the Southern District of New York. The lawsuit was purportedly brought on behalf of all persons who accessed the Oscar Health website or application in Pennsylvania and entered information in response to prompts in the “Find a Plan” function. The complaint alleged that the Company’s services operate on the Oscar Health website and application to intercept information submitted by users for a health insurance quote. The complaint asserted a claim under Pennsylvania’s Wiretapping and Electronic Surveillance Act. The complaint sought unspecified damages and other relief. On December 5, 2024, the plaintiff voluntarily dismissed the case and re-filed in the Superior Court of the State of California. The Company removed the case to the United States District Court for the Northern District of California on December 16, 2024. On January 27, 2025, the plaintiff voluntarily dismissed the case.

(10)

Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):


	Year Ended December 31,
	2024			2023			2022

Net loss attributable to Class A and Class B common stockholders	$	(94,319	)	$	(90,363	)	$	(93,377	)
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted		123,900			116,938			111,437
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted	$	(0.76	)	$	(0.77	)	$	(0.84	)

The following potential shares of common stock were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands):


	As of December 31,
	2024		2023		2022
Equity plan stock options outstanding		11,502		14,268		16,768
Equity plan stock options early exercised		—		5		235
RSUs outstanding		13,520		11,301		9,914
Restricted shares		301		—		241
Shares issuable pursuant to the ESPP		549		449		558
Total		25,872		26,023		27,716

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, issued an audit report on our internal control over financial reporting. That Report of Independent Registered Public Accounting Firm is included in Item 8 of this Annual Report on Form 10-K.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our principal executive officer and our principal financial officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Elisa Steele will be resigning from our Board of Directors immediately following our 2025 annual meeting of stockholders, which we currently expect to hold on June 12. Ms. Steele has been a valued member of our Board for over four years and we thank her for her numerous contributions.

On December 10, 2024, Catherine Wong, a member of our board of directors, adopted a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 15,532 shares of our Class A common stock until December 31, 2025.

On December 13, 2024, Eric Vishria, a member of our board of directors, adopted a Rule 10b5-1 trading plan, as Trustee to The Vishria Revocable Trust, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 210,500 shares of

our Class A common stock (less any shares sold pursuant to the Rule 10b5-1 trading plan that Mr. Vishria, as Trustee to The Vishria Revocable Trust, entered into on March 1, 2024 (the “Prior 10b5-1 Plan”) following the expiration of the Prior 10b5-1 Plan and until May 29, 2026.

We maintain a code of business conduct and ethics that incorporates our code of ethics applicable to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of business conduct and ethics is available under the Corporate Governance section of our Investor Relations website at investors.amplitude.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our code of business conduct and ethics by posting such information on the website address and location specified above.

The remaining information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The following financial statement are included in Part II, Item 8 of this Annual Report on Form 10-K:

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein.

The documents listed in the following Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

* The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Amplitude, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Spenser Skates, Andrew Casey, and Elizabeth Fisher, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


特拉華	45-3937349
（州或其他司法管轄區成立或組織）	（國稅局僱主識別號）
第三街201號, Suite 200 舊金山, 加州	94103
（主要行政辦公室地址）	(Zip代碼）


		頁面
第一部分
項目1.	業務	5
項目1A.	風險因素	16
項目10。	未解決的員工評論	45
項目1C.	網絡安全	45
項目2.	性能	46
項目3.	法律訴訟	47
項目4.	礦山安全披露	47
第二部分
項目5.	註冊人普通股市場、相關股東事項和發行人購買股票證券	48
項目6.	[預留]	49
項目7.	管理層對財務狀況和經營成果的探討與分析	49
項目7A.	關於市場風險的定量和定性披露	65
項目8.	財務報表和補充數據	66
項目9.	會計師在會計和財務披露方面的變化和分歧	95
項目9A.	控制和程序	95
項目90。	其他信息	95
項目9 C	有關阻止檢查的外國司法管轄區的披露	96
第三部分
項目10.	董事、執行官和公司治理	97
項目11.	高管薪酬	97
項目12.	某些受益所有人和管理層的證券所有權以及相關股東事宜	97
項目13.	某些關係和關聯交易以及董事獨立性	97
項目14.	首席會計師費用和服務	97
第四部分
項目15.	展品和財務報表附表	98
項目16	表格10-k摘要	99
	簽名	100


	Year Ended December 31,
	2024			2023
	(in thousands, except percentages)
Gross Profit	$	222,348		$	204,361
Non-GAAP Gross Profit	$	229,310		$	212,899

Gross Margin		74	%		74	%
Non-GAAP Gross Margin		77	%		77	%

Loss from Operations	$	(107,383	)	$	(102,520	)
Non-GAAP Income (Loss) from Operations	$	(4,004	)	$	(3,493	)

Loss from Operations Margin		(36	)%		(37	)%
Non-GAAP Income (Loss) from Operations Margin		(1	)%		(1	)%

Net Cash Provided by (Used in) Operating Activities	$	18,506		$	25,630
Free Cash Flow	$	11,728		$	22,447

Net Cash Provided by (Used in) Operating Activities Margin		6	%		9	%
Free Cash Flow Margin		4	%		8	%


	Year Ended December 31,
	2024			2023
	(in thousands, except percentages)
Net cash provided by (used in) investing activities	$	(75,366	)	$	9,317
Net cash provided by (used in) financing activities	$	(19,941	)	$	(4,936	)
Net cash provided by (used in) operating activities	$	18,506		$	25,630
Less:
Purchase of property and equipment	$	(1,725	)	$	(1,279	)
Capitalization of internal-use software costs	$	(5,053	)	$	(1,904	)
Free Cash Flow	$	11,728		$	22,447
Free Cash Flow Margin		4	%		8	%


	Year Ended December 31,
	2024			2023			$ Change		% Change
	(in thousands, except percentages)
Cost of revenue	$	76,924		$	71,923		$	5,001	7%
Gross margin		74	%		74	%	N/A		N/A


☒	根據1934年《證券交易所法》第13或15（d）條提交的年度報告


☐	根據1934年證券交易法第13或15（d）條提交的過渡期過渡報告到


大型加速文件夾	☒	加速編報公司	☐

非加速文件服務器	☐	小型上市公司	☐

新興成長型公司	☐


	Total		2025		2026-2027		2028-2029		After 2029
	(in thousands)
Operating lease and real estate-related commitments(1)	$	6,364	$	4,209	$	2,108	$	47	$	—
Purchase commitments(2)		129,166		79,426		49,740		—		—
Total contractual obligations	$	135,530	$	83,635	$	51,848	$	47	$	—


	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 185)	67
Consolidated Balance Sheets	69
Consolidated Statements of Operations and Comprehensive Loss	70
Consolidated Statements of Stockholders’ Equity	71
Consolidated Statements of Cash Flows	72
Notes to Consolidated Financial Statements	73


	As of December 31, 2024			As of December 31, 2023

ASSETS
Current assets:
Cash and cash equivalents	$	171,678		$	248,491
Restricted cash, current		881			—
Marketable securities, current		69,419			73,909
Accounts receivable, net of allowance for doubtful accounts of $1,417 and $1,101 as of December 31, 2024 and 2023, respectively		26,346			29,496
Prepaid expenses and other current assets		20,353			16,624
Deferred commissions, current		14,954			11,444
Total current assets		303,631			379,964
Marketable securities, noncurrent		57,242			—
Property and equipment, net		16,333			10,068
Intangible assets, net		4,364			609
Goodwill		24,370			4,073
Restricted cash, noncurrent		—			869
Deferred commissions, noncurrent		27,697			26,942
Operating lease right-of-use assets		5,286			6,856
Other noncurrent assets		6,988			4,303
Total assets	$	445,911		$	433,684
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	991		$	3,063
Accrued expenses		33,851			26,657
Deferred revenue		109,671			102,573
Total current liabilities		144,513			132,293
Operating lease liabilities, noncurrent		1,772			3,604
Noncurrent liabilities		3,070			3,034
Total liabilities		149,355			138,931
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.00001 par value per share; 20,000 shares authorized as of December 31, 2024 and 2023; zero shares issued and outstanding as of December 31, 2024 and 2023		—			—
Class A common stock, $0.00001 par value per share; 600,000 shares authorized as of December 31, 2024 and 2023; 96,095 and 85,628 shares issued and outstanding as of December 31, 2024 and 2023, respectively		1			1
Class B common stock, $0.00001 par value per share; 600,000 shares authorized as of December 31, 2024 and 2023; 33,093 and 34,382 shares issued and outstanding as of December 31, 2024 and 2023, respectively		—			—
Additional paid-in capital		754,398			658,463
Accumulated other comprehensive income (loss)		6			(181	)
Accumulated deficit		(457,849	)		(363,530	)
Total stockholders’ equity		296,556			294,753
Total liabilities and stockholders’ equity	$	445,911		$	433,684


	Class A and Class B common stock							Additional paid-in				Accumulated other comprehensive				Accumulated				Total stockholders’
	Shares				Amount			capital				income (loss)				deficit				equity
Balance at December 31, 2021		109,876		$		1	$		486,354		$		—		$		(179,807	)	$		306,548
Stock-based compensation expense		—				—			68,576				—				—				68,576
Exercise of stock options		2,499				—			6,899				—				—				6,899
Vesting of early exercised stock options		—				—			2,323				—				—				2,323
Vesting of restricted stock units		1,482				—			—				—				—				—
Issuance of common stock under employee stock purchase plan		350				—			4,738				—				—				4,738
Repurchase of unvested stock options		(8	)			—			(1	)			—				—				(1	)
Cumulative impact of Topic 842 adoption		—				—			—				—				17				17
Net loss		—				—			—				—				(93,377	)			(93,377	)
Other comprehensive income (loss), net		—				—			—				(754	)			—				(754	)
Balance at December 31, 2022		114,199		$		1	$		568,889		$		(754	)	$		(273,167	)	$		294,969
Stock-based compensation expense		—				—			90,022				—				—				90,022
Exercise of stock options		1,651				—			4,619				—				—				4,619
Vesting of early exercised stock options		—				—			715				—				—				715
Vesting of restricted stock units		4,754				—			—				—				—				—
Issuance of common stock under employee stock purchase plan		474				—			4,062				—				—				4,062
Tax withholding on net share settlement of restricted stock units		(891	)			—			(9,844	)			—				—				(9,844	)
Repurchase of unvested stock options		(177	)			—			—				—				—				—
Net loss		—				—			—				—				(90,363	)			(90,363	)
Other comprehensive income (loss), net		—				—			—				573				—				573
Balance at December 31, 2023		120,010		$		1	$		658,463		$		(181	)	$		(363,530	)	$		294,753
Stock-based compensation expense		—				—			105,033				—				—				105,033
Exercise of stock options		2,256				—			6,506				—				—				6,506
Issuance of common stock in connection with an acquisition		2,211				—			6,836				—				—				6,836
Vesting of early exercised stock options		—				—			20				—				—				20
Vesting of restricted stock units		6,795				—			—				—				—				—
Issuance of common stock under employee stock purchase plan		469				—			3,755				—				—				3,755
Tax withholding on net share settlement of restricted stock units		(2,553	)			—			(26,215	)			—				—				(26,215	)
Net loss		—				—			—				—				(94,319	)			(94,319	)
Other comprehensive income (loss), net		—				—			—				187				—				187
Balance at December 31, 2024		129,188		$		1	$		754,398		$		6		$		(457,849	)	$		296,556


Year ending December 31:
2025		3,811
2026		1,146
2027		781
2028		47
2029 and thereafter		—
Total undiscounted operating lease payments	$	5,785
Less: imputed interest		(201	)
Total operating lease liabilities	$	5,584


Exhibit Number	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
3.1	Restated Certificate of Incorporation of the Registrant.	8-K	001-40817	3.1	6/12/2024
3.2	Amended and Restated Bylaws of the Registrant.	8-K	001-40817	3.2	9/21/2021
4.1	Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.	10-K	001-40817	4.1	2/16/2022
4.2	Specimen Stock Certificate evidencing the shares of Class A Common Stock.	S-1	333-259168	4.2	8/30/2021
4.3	Specimen Stock Certificate evidencing the shares of Class B Common Stock.	S-8	333-259698	4.4	9/21/2021
4.4	Amended and Restated Investors’ Rights Agreement, dated as of May 28, 2021, as amended, by and among the Registrant and certain of its stockholders.	S-1	333-259168	4.3	8/30/2021
4.5	Warrant to Purchase Common Stock, dated November 22, 2017, issued to Pacific Western Bank.	S-1	333-259168	4.4	8/30/2021
10.1	Sublease, dated May 13, 2021, by and between the Registrant and Postmates, LLC.	S-1	333-259168	10.1	8/30/2021
10.2(a)#	Amended and Restated 2014 Stock Option and Grant Plan, as amended.	S-1	333-259168	10.2(a)	8/30/2021
10.2(b)#	Form Agreements under Amended and Restated 2014 Stock Option and Grant Plan, as amended.	S-1	333-259168	10.2(b)	8/30/2021
10.3(a)#	2021 Incentive Award Plan.	S-1	333-259168	10.3(a)	8/30/2021
10.3(b)#	Form Agreements under 2021 Incentive Award Plan.	S-1	333-259168	10.3(b)	8/30/2021
10.4#	2021 Employee Stock Purchase Plan.	S-1	333-259168	10.4	8/30/2021


10.5#	Form of Indemnification Agreement between the Registrant and each of its Directors and Executive Officers.	S-1	333-259168	10.5	8/30/2021
10.6#	Section 16 Bonus Plan	10-Q	001-40817	10.1	8/8/2023
10.7#	Amended Non-Employee Director Compensation Program.	10-Q	001-40817	10.1	11/7/2024
10.8#	Executive Severance Plan	10-Q	001-40817	10.2	11/7/2024
10.9#	Form of Employment Agreement between the Registrant and each of its executive officers	10-Q	001-40817	10.3	11/7/2024
19.1	Insider Trading Compliance Policy					X
21.1	Subsidiaries of Registrant	10-K	001-40817	21.1	2/20/2024
23.1	Consent of KPMG LLP, independent registered public accounting firm.					X
24.1	Power of Attorney (included in signature page hereto)					X
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
97.1	Policy Relating to Recovery of Erroneously Awarded Compensation	10-K	001-40817	97.1	2/20/2024
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.					X
101.SCH	Inline XBRL Taxonomy Extension Schema Document					X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)					X


Signature	Title	Date

/s/ Spenser Skates	Chief Executive Officer and Chairperson	February 20, 2025
Spenser Skates	(Principal Executive Officer)

/s/ Andrew Casey	Chief Financial Officer	February 20, 2025
Andrew Casey	(Principal Financial and Accounting Officer)

/s/ Ron Gill	Director	February 20, 2025
Ron Gill

/s/ Pat Grady	Director	February 20, 2025
Pat Grady

/s/ Curtis Liu	Director	February 20, 2025
Curtis Liu

/s/ Erica Schultz	Director	February 20, 2025
Erica Schultz

/s/ Elisa Steele	Director	February 20, 2025
Elisa Steele

/s/ Eric Vishria	Director	February 20, 2025
Eric Vishria

/s/ James Whitehurst	Director	February 20, 2025
James Whitehurst

/s/ Catherine Wong	Director	February 20, 2025
Catherine Wong