As filed with the U.S. Securities and Exchange Commission on December 23, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MOTIVE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

7373

46-2330361

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

1355 Market Street, 11th Floor

San Francisco, California 94103

(855) 434-3564

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Shoaib Makani

Chief Executive Officer and Co-Founder

Motive Technologies, Inc.

1355 Market Street, 11th Floor

San Francisco, California 94103

(855) 434-3564

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Michael A. Brown

Katherine K. Duncan

Ran D. Ben-Tzur

Chelsea Anderson

Fenwick & West LLP

555 California Street, 12th Floor

San Francisco, California 94104

(415) 875-2300

Shu White

Chief Legal Officer

Aaron Hou

Vice President, Legal

Motive Technologies, Inc.

1355 Market Street, 11th Floor

San Francisco, California 94103

(855) 434-3564

Dave Peinsipp

Jon Avina

Denny Won

Milson C. Yu

Cooley LLP

3 Embarcadero Center, 20th Floor

San Francisco, California 94111

(415) 693-2000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or Securities Act, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.


Large accelerated filer ☐						Accelerated filer ☐
Non-accelerated filer ☒						Smaller reporting company ☐
						Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we and the selling stockholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated , 2025

Preliminary prospectus

Class A common stock

This is an initial public offering of shares of Class A common stock by Motive Technologies, Inc. We are offering shares of our Class A common stock to be sold in this offering, and the selling stockholders identified in this prospectus are offering shares of our Class A common stock. The initial public offering price is expected to be between $ and $ per share.

Prior to this offering, there has been no public market for our Class A common stock. We will not receive any proceeds from the sale of shares of our Class A common stock by any of the selling stockholders. We have applied to list our Class A common stock on the New York Stock Exchange under the symbol “MTVE,” and this offering is contingent upon obtaining such approval.

Upon the closing of this offering, we will have three authorized series of common stock: our Class A common stock, Class B common stock, and Class C common stock. The rights of the holders of our Class A common stock, Class B common stock, and Class C common stock are identical, except with respect to voting and conversion rights. Each share of our Class A common stock is entitled to one vote per share. Each share of our Class B common stock is entitled to 20 votes per share and is convertible into one share of our Class A common stock. Each share of our Class C common stock does not have voting rights, except as otherwise required by law, and is convertible into one share of our Class A common stock. Our Class B common stock, which will be held by Shoaib Makani, our co-founder, Chief Executive Officer, and a member of our board of directors, will represent approximately % of the total voting power of our outstanding capital stock following this offering (or approximately % of the total voting power of our outstanding capital stock if the underwriters exercise their option to purchase additional shares in full). As a result, following this offering, Mr. Makani will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change of control transaction.

At our request, the underwriters have reserved up to 5% of the shares of our Class A common stock offered by this prospectus for sale at the initial public offering price through a directed share program to certain individuals and entities identified by our management. For more information on our directed share program, see the section titled “Underwriting—Directed share program.”

We are an “emerging growth company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements in this prospectus and may elect to do so in future filings.

Per share

Total

Initial public offering price

Underwriting discounts and commissions(1)

Proceeds to Motive Technologies, Inc., before expenses

Proceeds to the selling stockholders, before expenses

(1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

We have granted the underwriters an option for a period of 30 days to purchase up to additional shares of our Class A common stock.

Investing in our Class A common stock involves a high degree of risk. See the section titled “Risk factors” beginning on page 28.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about , 2025.


J.P. Morgan			Citigroup			Barclays			Jefferies

RBC Capital Markets

Citizens Capital Markets

KeyBanc Capital Markets

SOCIETE GENERALE

Wolfe | Nomura Alliance

William Blair

Canaccord Genuity

Needham & Company

Piper Sandler

Raymond James

Academy Securities

, 2025

Table of contents


			Page
F ounder letter			i
Prospectus summary			1
Risk factors			28
Special note regarding forward-looking statements			87
Industry and market data			89
Use of proceeds			90
Dividend policy			91
Capitalization			92
Dilution			95
Management’s discussion and analysis of financial condition and results of operations			98
Business			127
Management			158
Executive compensation			168
Certain relationships and related party transactions			185
Principal and selling stockholders			190
Description of capital stock			192
Shares eligible for future sale			201
Material U.S. federal income tax consequences for non-U.S. holders of our Class A common stock			205
Underwriting			210
Legal matters			225
Experts			225
Where you can find additional information			225
Index to consolidated financial statements			F-1

Through and including , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we, the selling stockholders, nor the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our Class A common stock offered hereby only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares of our Class A common stock. Our business, operating results, and financial condition may have changed since that date.

For investors outside the United States: Neither we, the selling stockholders, nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

Unless otherwise indicated, the terms “Motive,” the “company,” “we,” “us,” and “our” refer to Motive Technologies, Inc. and our subsidiaries.

Prospectus summary

The following summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our Class A common stock. You should carefully read this prospectus in its entirety before investing in our Class A common stock, including the sections titled “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations,” and “Special note regarding forward-looking statements,” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

Our mission

Our mission is to empower the people who run physical operations with tools to make their work safer, more productive, and more profitable.

Our business

Motive is at the forefront of the transformation of the physical economy. For the first time ever, organizations that power the physical economy can connect and automate their operations end to end. Our Integrated Operations Platform enables these organizations to manage their workers, vehicles, equipment, and spend in one system. Powered by artificial intelligence (“AI”) purpose-built for physical operations, our platform helps customers ensure the safety of their workers, connect their vehicles and equipment, and automate mission critical workflows. The result is safer, more productive, and more profitable operations for the organizations that adopt our platform.

In 2024, the physical economy generated over $50 trillion in annual economic output and comprised approximately 50% of global gross domestic product (“GDP”),1 spanning industries and verticals such as construction, oil and gas, trucking and logistics, manufacturing, agriculture, and the public sector, among others. Despite its scale, the physical economy has been underserved from a technology and innovation perspective relative to the knowledge economy.

Unlike the knowledge economy, which is natively connected, the physical economy runs on vehicles and equipment that are largely unconnected and workers that operate on the road or in the field. In addition to these structural challenges, organizations in the physical economy are confronted with growing safety risks, declining labor force participation, and continuously rising input costs. Existing offerings have failed to help organizations overcome these challenges due to the fragmented nature of such offerings and their lack of AI capabilities, resulting in siloed data, technical complexity, and limited automation.

We purpose-built our Integrated Operations Platform to address the challenges of the physical economy. Our platform offers a suite of products, including Driver Safety, Fleet Management, Equipment Monitoring, Spend Management, Workforce Management, and AI Vision. These six products are enabled by our Physical Operations Graph, which serves as the foundational data layer and single source of truth for our customers’ physical operations. Our Physical Operations Graph connects and unifies multi-source data across workers, vehicles, equipment, and spend and helps our customers eliminate data silos, enabling cross-domain insights, integrated workflow automation, and advanced AI-powered analytics.

Underpinning our Integrated Operations Platform is our AI system, engineered to meet the demanding accuracy requirements of mission-critical physical operations that have little tolerance for false positives. Our AI architecture is defined by a full stack system, including proprietary hardware, large volumes of high-quality annotated data, purpose-built AI models created by our team of highly-skilled AI engineers, and low-latency validation of model outputs to eliminate false positives. This design allows us to offer a wide breadth of AI models with industry-leading precision and recall. We believe this approach is differentiated and makes it possible to deliver a highly reliable experience for our customers.

1 According to estimates from the World Bank and a third-party report.

The key strength of our AI system is its recursive improvement capability. Across our Physical Operations Graph, more than one million vehicles and assets contribute to a vast and continuously growing data corpus. This data is labeled with high accuracy by a team of approximately 400 full-time data annotators who process tens of millions of events annually. This output is used to train our models, which are further refined with low-latency validation. As these models are deployed into production, they generate additional data that expands our training sets and continuously improves model performance over time. This cycle of recursive improvement compounds, reinforcing our AI advantage.

Our Integrated Operations Platform enables our customers to transform the safety of their workforce, the productivity of their workers and assets, and the profitability of their operations. Since January 1, 2023, we estimate that our platform helped prevent over 170,000 accidents, saved 1,500 lives, and in 2024, delivered over $175 million in fuel and fraud savings to our customers. On average, customers that used our AI Dashcam reduced collisions by 80%.2 Based on our 2025 survey (the “2025 ROI Survey”) on customer return on investment (“ROI”), the top quartile of our surveyed customers reported saving approximately 25% on insurance premiums, and, based on our 2023 survey (the “2023 ROI Survey”) on customer ROI, individual respondents in the top quartile reported saving up to 10.8 hours per week managing vehicle or asset repairs and downtime.3

As of September 30, 2025, we had nearly 100,000 customers that operated across over a dozen industries and verticals, including construction, oil and gas, trucking and logistics, manufacturing, agriculture, and the public sector, among others. Within each industry, our ability to partner with larger and more complex customers has been a key growth driver of our business. As of December 31, 2023 and 2024, we had 6,942 and 8,204 customers, respectively, with an annualized recurring run-rate (“ARR”) of greater than $7,500 (“Core Customers”) and 234 and 349 customers, respectively, with an ARR of greater than $100,000 (“Large Customers”). As of September 30, 2024 and 2025, we had 7,875 and 9,201 Core Customers, respectively, and 312 and 494 Large Customers, respectively. As of December 31, 2023 and 2024, our Core Customers had a net dollar retention rate (“NDR”) of 109% for both periods, and our Large Customers had an NDR of 125% for both periods. As of September 30, 2024 and 2025, our Core Customers had an NDR of 109% and 110%, respectively, and our Large Customers had an NDR of 124% and 126%, respectively.

We have achieved rapid growth and significant scale since our founding in 2013. For the years ended December 31, 2023 and 2024, our revenue was $310 million and $370 million, respectively, representing 19% year-over-year growth. For the nine months ended September 30, 2024 and 2025, our revenue was $269 million and $327 million, respectively, representing 22% year-over-year growth. Our ARR as of December 31, 2023 and 2024 was $338 million and $417 million, respectively, representing 23% year-over-year growth. Our ARR as of September 30, 2024 and 2025 was $393 million and $501 million, respectively, representing 28% year-over-year growth. As of December 31, 2023 and 2024, our Core Customers represented approximately 61% and 68%, respectively, of our total ARR, and our Large Customers represented approximately 22% and 30%, respectively, of our total ARR. As of September 30, 2024 and 2025, our Core Customers represented approximately 66% and 73%, respectively, of our total ARR, and our Large Customers represented approximately 28% and 37%, respectively, of our total ARR.

Our loss from operations for the years ended December 31, 2023 and 2024 and the nine months ended September 30, 2025 was $89 million, $112 million, and $81 million, respectively. Our non-GAAP loss from operations for the years ended December 31, 2023 and 2024 and the nine months ended September 30, 2025 was $75 million, $82 million, and $55 million, respectively. We generated net losses of $109 million, $153 million, and $139 million in the years ended December 31, 2023 and 2024 and the nine months ended September 30, 2025, respectively. Our loss from operations, non-GAAP loss from operations, and net loss in recent periods reflect our continued investment in our business and our large market opportunity.

2 Based on an internal study of customers with 150 or more active monthly vehicles and at least 90% AI Dashcam adoption for at least 12 months.

3 Results are calculated based on customer responses, management estimates, and internal data.

For definitions and additional information about ARR, NDR, and non-GAAP loss from operations, see the sections titled “Management’s discussion and analysis of financial condition and results of operations—Key business metrics—Annualized recurring run-rate,” “Management’s discussion and analysis of financial condition and results of operations—Key factors affecting our performance—Expansion with existing customers,” and “Management’s discussion and analysis of financial condition and results of operations—Non-GAAP financial measures,” respectively.

Industry background

Over the last two decades, technological advances in cloud computing, mobile, and AI created the foundation for significant productivity growth. The knowledge economy adopted these new technologies rapidly, which in turn drove outsized productivity gains and substantial economic growth. Despite its scale, the physical economy has been underserved from a technology and innovation perspective, with less than 30% of global venture capital funding since 2015 directed to companies innovating for the physical economy, and the physical economy is still in the early stages of adopting these technologies.

Growing safety risks

In the physical economy, workers face growing safety risks driven by both workforce dynamics and complex operating environments. An aging labor force, longer hours, and proliferating distractions contribute to higher fatigue and reduced attentiveness. Meanwhile, roads have become less safe due to the increased prevalence of cellphone use, speeding, and aggressive driving behavior. From 2014 to 2023, the number of fatal crashes involving large trucks surged by 43%. Safety incidents endanger lives, carry significant reputational risk for organizations, and drive up insurance premiums, legal liabilities, and workforce turnover. All of these factors make it more difficult and expensive for organizations to operate in the physical economy.

Declining labor force participation

Labor force participation has fallen consistently over the past several decades, with the U.S. labor force participation rate declining over 5% from its peak in 2000. Several industries within the physical economy saw more pronounced declines in their labor force. Retirement among experienced workers coupled with the rising difficulty of attracting younger talent has created shortages in the manufacturing sector. In addition, annual turnover rates of transportation, warehousing, and utilities workers are up to 51% per year, exacerbating the problems associated with a critical shortage of skilled labor. Persistent labor shortages and high turnover have left organizations grappling with lost revenue and operational uncertainty.

Continuously rising input costs

Organizations in the physical economy are facing continuously rising input costs and are already operating on thin margins. In industries such as construction and transportation, profit margins are often in the single-digit percentages, with fuel, insurance, and maintenance accounting for a substantial portion of the costs. Since 2000, fuel prices in the United States have risen 113%, compared to 82% inflation for the same period. At the same time, nuclear verdicts have driven sustained upward pressure on insurance premiums, with commercial trucking insurance premiums rising approximately 40% over the past decade, according to the American Transportation Research Institute. These factors, combined with labor force participation declines, are severely constraining margins and, in some cases, threatening the long-term survival of operators in the physical economy.

Stricter regulatory environment

Organizations face mounting regulatory oversight related to safety, environmental standards, and labor practices. Non-compliance can result in significant fines, legal actions, and reputational damage. In the United States, hours-of-service violations can cost up to $19,000 in fines per incident and environmental non-compliance fines can be up to $50,000 per day. Outside the United States, organizations often face stricter environmental and sustainability mandates, such as carbon pricing schemes, low-emission vehicle requirements, and fuel content regulations, which can add significant compliance costs and operational complexity.

Key limitations of existing offerings

Existing offerings have failed to help organizations overcome these challenges due to the fragmented nature of such offerings and their lack of AI capabilities, resulting in siloed data, technical complexity, and limited automation.

•Data silos limit operational visibility. Without a single platform to integrate critical operational data such as vehicle and equipment telematics, maintenance history, safety incidents, and spend data, organizations are forced to operate in silos, limiting visibility to identify inefficiencies or detect emerging risks. This fragmentation prevents organizations from making informed decisions and creates inefficiencies such as underutilized equipment, reactive maintenance, and wasteful fuel spend, ultimately driving higher operational costs.

•Point solutions compound technical complexity. Decades of reliance on point solutions has resulted in a patchwork of narrowly focused tools that do not integrate with each other, requiring organizations to manage disconnected workflows and multiple vendors. Attempting to integrate point solutions introduces unnecessary technical complexity, increases IT and administrative burden, and results in higher operating expenses.

•Inability to deliver high-accuracy AI. Existing offerings claiming AI capabilities suffer from limited breadth and poor accuracy because they are unable to aggregate sufficient training data, do not label the data effectively, and lack domain expertise, and thus cannot deliver on high-accuracy AI models that meet the demands of physical operations. These offerings generate high rates of false positives or fail to detect all events, burdening customers who are forced to review and manually validate the output of these AI models. As a result, organizations are unable to drive decisions with confidence or automate workflows at scale, limiting the effectiveness of these offerings.

Our AI-powered Integrated Operations Platform

Our Integrated Operations Platform is purpose-built to address the challenges of the physical economy. Our platform offers a suite of products, including Driver Safety, Fleet Management, Equipment Monitoring, Spend Management, Workforce Management, and AI Vision. These six products are enabled by our Physical Operations Graph, which serves as the foundational data layer and single source of truth for our customers’ physical operations. Our Physical Operations Graph connects and unifies multi-source data

across workers, vehicles, equipment, and spend and helps our customers eliminate data silos, enabling cross-domain insights, integrated workflow automation, and advanced AI-powered analytics.

We offer the following products within our Integrated Operations Platform:

•Driver Safety. Our Driver Safety product uses the industry’s most accurate AI Dashcam to monitor and protect drivers and gives safety managers the tools to prevent accidents and reduce risk. On average, customers that used our AI Dashcam reduced collisions by 80%,4 and, based on the 2025 ROI Survey, the top quartile of our surveyed customers reported reducing accident-related costs by 63%.5 We launched our Driver Safety product in 2018.

•Fleet Management. Our Fleet Management product provides visibility into the location, utilization, and health of vehicles and automates major operational workflows for fleet managers, dispatchers, and maintenance teams. Based on the 2025 ROI Survey, the top quartile of our customers reported spending approximately 25 fewer hours per week on average on tracking vehicles and assets and, based on the 2023 ROI Survey, reported saving up to 20% in annual costs due to efficient maintenance management after adopting our Fleet Management product.5 We launched our Fleet Management product in 2013.

•Equipment Monitoring. Our Equipment Monitoring product provides visibility into the location, utilization, and health of equipment and automates major operational workflows for equipment managers, dispatchers, and maintenance teams. We launched our Equipment Monitoring product in 2019.

•Spend Management. Our Spend Management product gives finance and operations teams complete control over fleet-related spend. By natively integrating vehicle telematics and Motive Card payments data, our customers can reduce fraud, enforce spend policies, and access discounts through the Motive partner network. Since January 1, 2024, Spend Management customers have saved more than 8% of their total fleet-related spend due to fraud and suspicious spend detection and Motive partner network discounts. We launched our Spend Management product with our Motive Card in 2022.

4 Based on an internal study of customers with 150 or more active monthly vehicles and at least 90% AI Dashcam adoption for at least 12 months.

5 Results are calculated based on customer responses, management estimates, and internal data.

•Workforce Management. Our integrated Workforce Management product helps organizations reduce administrative burden and elevate employee performance. Our customers can manage qualification documents, time tracking, and employee training, and deliver personalized coaching to improve performance. We launched our Workforce Management product in 2024.

•AI Vision. Our AI Vision product is a general-purpose computer vision system for physical operations, with the ability to develop and deploy tailor-made AI models for industry-specific use cases. Customers can leverage AI Vision to solve a wide range of operational challenges spanning service verification, worksite safety, cargo security, passenger monitoring, and more. We began developing AI models to detect unsafe driving in 2017 and launched our AI Vision product in 2024.

Our approach to AI

Our approach to AI is the core reason why our solutions are so valuable to organizations in the physical economy.

The value of our AI to customers is ultimately defined by its high degree of accuracy, which means achieving both high precision and high recall. High precision means that false alerts are not generated or occur at a minimal rate, while high recall means that true events are detected and surfaced to customers. Accuracy is critical in areas such as accident detection, unsafe behavior monitoring, and service verification, where errors can directly affect people’s lives and jobs. Too many false alerts cause customers to lose trust in the system’s usefulness, while too many missed detections reduce the system’s ability to improve safety, operational efficiency, and profitability. For our customers and their employees, the accuracy of our AI solutions is essential.

Our AI system is engineered to meet the demanding accuracy requirements of mission-critical physical operations that have little tolerance for false positives. Our AI architecture is defined by a full stack system, including proprietary hardware, large volumes of high-quality annotated data, purpose-built AI models created by our team of highly-skilled AI engineers, and low-latency validation of model outputs to eliminate false positives. This design allows us to offer a wide breadth of AI models with industry-leading precision and recall. We believe this approach is differentiated and makes it possible to deliver a highly reliable experience for our customers.

Proprietary hardware is integral to data quality and model performance and our ability to deliver new features over time. Devices such as our AI Dashcam and Vehicle Gateway are built with advanced silicon optimized for sensor fusion and running small neural networks. We use our perception engine to combine the output of those models with input from the vehicle and other onboards sensors, and feed the combined results into our analysis engine, allowing us to generate accurate alerts and enable real-time intervention. These devices are purpose-built to operate in harsh environments and constrained power conditions, capturing high-fidelity, multimodal data, including video, audio, telematics, GPS, and vehicle diagnostics. Our hardware is designed to improve over time through regular model and software updates.

Our AI model development and evaluation practices are built by our team of highly-skilled AI engineers and approximately 400 full-time data annotators as of September 30, 2025. Low-latency validation ensures model outputs align with operational realities, with events quickly reviewed and false positives proactively eliminated. This process establishes a feedback loop that constantly improves model accuracy. Industry benchmarks confirm that our models implemented in our AI Dashcam achieve high true positive rates relative to industry peers.6 This means nearly flawless event detection and monitoring for our customers and a continuous fast-paced training loop for improving and releasing new models. Today, our Driver Safety AI models monitor more than 15 unsafe behaviors, and we plan to expand

6 Based on reports we commissioned by Strategy Analytics, Inc. (later acquired by TechInsights Inc.) in 2022 and the Virginia Tech Transportation Institute in 2023.

coverage over time. While we continue to make our existing models more accurate, our AI engineers are also focused on building new models to further serve our customers’ needs.

According to a 2023 study we commissioned from the Virginia Tech Transportation Institute, our AI Dashcam successfully generated alerts for four unsafe driving behaviors between two and four times more often than the AI dashcam models from two competitors. We have reproduced a summary of these statistical conclusions in the following table:


Task type	# of tests	Motive*	Competitor 1*	Competitor 2*
Overall	234	81%	26%	34%
Texting	39	92%	47%	18%
Phone call	39	95%	38%	28%
Phone in lap	39	53%	15%	8%
Close following	39	67%	18%	28%
Seat belt use	39	100%	—**	100%
Rolling stop	39	77%	—	N/A

*The table compares the number of successful alerts (in percentages) for six unsafe behaviors.

**Virginia Tech Transportation Institute was informed after the study was completed that the seat belt alert for Competitor 1’s device was not properly enabled. This task was removed from the calculation of Competitor 1’s overall percentage.

Our AI technology advantage is grounded in three key differentiators: the scale and network effect of our operational data, our deep domain expertise, and our low-latency validation process. Through significant investments in people, processes, and pipelines, we have built a reserve of petabytes of real-world, multimodal data including video, audio, telematics, and sensor data, allowing our models to reach a high accuracy threshold quickly and expand to new AI use cases.

Our technological advantage is further strengthened by our deep domain expertise, institutional memory, and years of hard-won understanding about how risk manifests in the physical world. This enables our models to not only recognize events, but understand nuanced context, address the long tail of rare but critical edge cases, and account for the constraints of physical operations. This knowledge has been built from embedding with our customers across industries and learning from millions of safety-critical scenarios over time.

Our low-latency validation process is powered by a global team of data annotators working in tandem with our models. This human-AI feedback loop ensures our AI system rapidly validates predictions, corrects errors, and adapts to edge-cases quickly, completing the feedback loop to enable the recursive improvement of our AI. For a discussion of risks associated with our recursive improvement capabilities, see the section titled “Risk factors—Risks related to our business and industry—Our significant investment in AI initiatives and use of AI to power our platform exposes us to risk, which could adversely affect our reputation, business, operating results, and financial condition.”

Examples of how our approach to AI allows us to solve challenging use cases include:

•Unsafe parking, or “sitting duck” scenarios, represent some of the most dangerous events for drivers and are among the hardest to detect accurately. A vehicle pulled over on the side of a freeway due to mechanical failure can seem deceptively similar to a vehicle stopped in traffic in the rightmost lane next to the shoulder, or to a vehicle legally parked at a rest stop by the highway. GPS data alone is insufficient for reliable detection. A location resolution of five meters can cause a legal stop to be confused with dangerous ones. Addressing this problem requires more than just computer vision and location; it demands accurate perception, precise localization, and deep contextual understanding. Our system integrates all three: rich multimodal data, deep domain expertise, and low-latency validation of edge cases. This reflects not only an engineering challenge, but a domain challenge, and we have addressed it at scale.

•Driver fatigue is one of the most complex and high-stakes problems in driver safety. Unlike discrete safety events, driver fatigue develops gradually and is often difficult to detect, as it manifests through subtle cues over time. By the time it becomes readily apparent, the risks to drivers and vehicles can already become substantial. Our Driver Fatigue Index combines micro-behaviors, like yawning, eye rubbing, stretching, and head droop, with patterns in driving dynamics such as late braking, swerving, inconsistent speed, and abnormal acceleration. These signals are noisy, brief, and often missed by traditional models. Detecting them at scale requires rich multimodal data, finely tuned models, and robust temporal fusion across driver-facing and road-facing cameras, telematics, and historical behavior, deep domain expertise in understanding how fatigue manifests differently across drivers, vehicles, and operating conditions, and continuous feedback loop from low-latency validation from annotators that confirms ambiguous signals in real time. Our strength lies in the ability to aggregate fragmented signals into a coherent fatigue risk profile, enabling earlier and more accurate detection before risks escalate.

Our approach to AI is designed for environments where worker safety and operational efficiency are paramount. Customers use our platform for decisions that have profound consequences: protecting lives, ensuring delivery of services, preventing theft and fraud, and mitigating liability. In these contexts, tolerance for AI errors such as false positives is exceedingly low. Our low-latency validation process, paired with proprietary hardware and comprehensive data from our Physical Operations Graph, enables the delivery of highly accurate, trustworthy AI that meets the demands of the physical economy.

Key benefits of our platform

Our Integrated Operations Platform delivers the following key benefits to our customers:

•Improve safety. Our AI-powered safety products create safer work environments. Our AI Dashcam detects unsafe behavior and alerts drivers in real time. Customers that used our AI Dashcam reduced collisions by 80% on average.7 Since January 1, 2023, we estimate that our platform helped prevent over 170,000 accidents and saved 1,500 lives.

•Enhance productivity. Our platform automates manual processes and optimizes equipment and asset utilization to increase operational productivity. For example, our Face Match capability

7 Based on an internal study of customers with 150 or more active monthly vehicles and at least 90% AI Dashcam adoption for at least 12 months.

automates the process of linking workers to the vehicles they operate, a task that traditionally requires manual effort. The automatic tracking of distance traveled and fuel purchased by jurisdiction enables our customers to seamlessly complete fuel tax reporting, and our customers report saving hundreds of hours of human review. On the equipment side, our platform automatically identifies equipment availability within geofenced locations, providing a real-time inventory view that helps planners spot gaps and redeploy assets for upcoming jobs, boosting operational efficiency and reducing downtime caused by missing or misplaced equipment. Based on the 2025 ROI Survey, the top quartile of our surveyed customers reported spending 50% less time on average on manual paperwork and outdated processes and approximately 25 fewer hours per week on average tracking vehicles and assets.8

•Increase profitability. Our platform increases profitability by reducing accidents, optimizing fuel usage, and reducing fraud. Based on the 2025 ROI Survey, the top quartile of our surveyed customers that used our AI Dashcam reported reducing accident-related costs by 63% and saving approximately 25% on insurance premiums, in each case due to fewer collisions.8 In addition, our ability to combine vehicle telematics data with fuel purchase data allows us to detect fraud effectively with the Motive Card. We delivered an estimated $175 million in fuel and fraud savings to our customers in 2024. On average, we help our customers save approximately $3.4 million per year in accident, insurance, and fuel costs for every 1,000 vehicles they operate.

Our market opportunity

Our Integrated Operations Platform is designed to address the challenges of the physical economy, offering a suite of products, including Driver Safety, Fleet Management, Equipment Monitoring, Spend Management, Workforce Management, and AI Vision. The global market for our solution includes the United States, the European Union, the United Kingdom, and Latin America. We estimate our global market opportunity to be at least $187 billion, with significant opportunities across each of our product offerings. Approximately 91% of our revenue for the nine months ended September 30, 2025 was generated from customers based in the United States and our global opportunity reflects our near-term plans for international expansion.

Driver Safety and Fleet Management. We estimate the global opportunity for our Driver Safety and Fleet Management products to be approximately $60 billion, including approximately $25 billion from legacy telematics companies.

Workforce Management. We estimate the global opportunity for our Workforce Management product to be approximately $23 billion.

Equipment Monitoring. We estimate the global opportunity for our Equipment Monitoring product to be approximately $28 billion.

Spend Management. We estimate the global opportunity for our Spend Management product to be approximately $30 billion, including approximately $4 billion from legacy spend management companies.9

AI Vision. We estimate the global opportunity for our AI Vision product to be approximately $46 billion.

Our customers

We serve a diverse set of customers across a broad range of industries and verticals, including construction, oil and gas, trucking and logistics, manufacturing, agriculture, and the public sector, among others. As of September 30, 2024 and 2025, we had 7,875 and 9,201 Core Customers, respectively, which represented approximately 66% and 73%, respectively, of our total ARR. The number of Core Customers increased by 17% between September 30, 2024 and September 30, 2025, and ARR from Core Customers increased by 40% over the same period.

8 Results are calculated based on customer responses, management estimates, and internal data.

9 Based on market share estimates from third-party equity research reports.

The chart below illustrates the percentage of our ARR by industry as of September 30, 2025, highlighting the breadth of our customer base across the physical economy:

We have experienced strong customer adoption of our products beyond the trucking and logistics industry, with ARR from industries outside of trucking and logistics representing 70% of our total ARR as of September 30, 2025, compared to 65% as of September 30, 2024. Our fastest growing verticals include construction, field service, and passenger transit.

We initially focused on addressing the needs of small and medium-sized businesses engaged in physical operations that had limited access to technology solutions to manage their workers, vehicles, equipment, and spend. We concentrated on refining our products, aiming to offer the best solution for these customers to improve their safety, productivity, and profitability. As our business grew, we began capturing larger organizations by strengthening our field sales capabilities and strategically scaling our go-to-market organization. We have achieved significant traction with these customers. As of September 30, 2024 and 2025, we had 312 and 494 Large Customers, respectively.

Our competitive strengths

We believe our competitive strengths, which allow us to deliver differentiated value to customers across the physical economy, include:

•The only platform that unifies safety, operations, and finance. Motive is the only platform that enables safety, operations, and finance teams to manage their workers, vehicles, equipment, and spend in one system. Our Integrated Operations Platform encompasses six primary products: Driver

Safety, Fleet Management, Equipment Monitoring, Spend Management, Workforce Management, and AI Vision. By breaking down data silos and reducing technical complexity, our all-in-one platform gives customers insights that were previously fragmented or hard to uncover. This integrated approach also reduces friction in adoption of our platform and strengthens retention as customers see Motive as the system of record for their physical operations.

•Industry-leading AI. We are a leader in applying AI to physical operations. Our AI technology is defined by a full stack system, including proprietary edge hardware, large volumes of ground-truth data, purpose-built AI models created by our team of highly-skilled AI engineers, and low-latency validation of model outputs to eliminate false positives. We have built the industry’s most accurate AI Dashcam, currently monitoring more than 15 unsafe behaviors such as cellphone use, distraction, and close following, including models that are not offered by our competitors, such as unsafe parking and fatigue monitoring.

•Fast time to value. We are focused on speed to value and delivering measurable returns to our customers, which includes fast implementation and high return-on-investment in the first year of use. For enterprise customers, the average implementation period of our Fleet Management product is 20% to 30% faster than our competitors, and they typically see a return on their investment within six months, up to 63% faster than our competitors. Based on the 2025 ROI Survey, the top quartile of our surveyed customers that used our AI Dashcam reported reducing accident-related costs by 63% and saving approximately 25% on insurance premiums, in each case due to fewer collisions.10

•Exceptional customer experience. Our customers rely on us to solve mission-critical operational challenges. Our combination of exceptional technology and exceptional service yields exceptional outcomes for our customers. Our products are designed to be easy to deploy, reliable in operation, and intuitive to use. This is supported by our service model, which provides change management, installation, education, and subject matter expertise. Our approach fosters rapid adoption and high satisfaction, which enables strong retention and expansion across our customer base. As a testament to our focus on delivering a superior customer experience, we have earned G2’s top leader badges and placed first in G2’s 2025 Summer Report for Enterprise Fleet Management.

Our growth strategies

We aim to achieve continued growth through the following strategies:

Continuous product innovation

We intend to continue developing innovative products, guided by a company culture that is customer-centric and problem seeking.

We actively engage with customers to understand their needs, and when we identify challenges that are both meaningful and shared across our customer base, we move quickly to build solutions. For example, based on customer feedback, we recently developed an AI model for the waste industry to detect contamination by identifying non-compliant materials in collected waste. We were able to build a prototype within weeks for a solution that could potentially be applied across over 140,000 waste and recycling trucks in the United States. We translate customer needs into solutions with speed and scale, and we intend to continue to invest in our research and development capabilities, including introducing new products to our platform for a wide range of use cases.

Expand our Core Customer base

We believe there remains a significant opportunity to further expand our Core Customer base. These organizations face complex operational challenges, but continue to rely on legacy offerings or nothing at all. We intend to capture this opportunity by continuing to invest in sales and marketing to drive adoption of our platform.

10 Results are calculated based on customer responses, management estimates, and internal data.

We will continue to target larger organizations that seek integrated solutions to manage their workers, vehicles, equipment, and spend in one system. As of September 30, 2024 and 2025, we had 7,875 and 9,201 Core Customers, respectively, and 312 and 494 Large Customers, respectively. We intend to continue to focus on increasing the number of our Core and Large Customers given their higher revenue potential and greater platform stickiness by growing our sales capacity and increasing our sales efficiency.

Deepen multi-product adoption

We intend to increase adoption of multiple products, at initial land and through cross-selling over time. As of September 30, 2025, approximately 89% of our Core Customers adopted two or more of our products, as compared to 87% as of September 30, 2024.

We have experienced significant success in driving expansion with our existing customers. As of September 30, 2024 and 2025, our Core Customers had an NDR of 109% and 110%, respectively, and our Large Customers had an NDR of 124% and 126%, respectively, reflecting the strong expansion we have achieved within our customer base, particularly among our Large Customers. We plan to continue driving customer expansion by increasing multi-product adoption, especially by our Core and Large Customers.

Expand internationally

We view international expansion as a substantial long-term growth opportunity for our business. In the year ended December 31, 2024 and the nine months ended September 30, 2025, our customers in the United States and Canada accounted for more than 99% of our revenue. We have begun building our international presence with sales operations in Mexico in 2024 and the United Kingdom in 2025. We intend to continue investing in and expanding our international operations, including localized product development and go-to-market capabilities, to serve customers in new geographies.

Recent developments

Preliminary consolidated financial results for the fiscal year ending December 31, 2025

We are in the process of finalizing our operating results for the year ending December 31, 2025. We have presented below certain preliminary operating results representing our estimates for the year ending December 31, 2025. These preliminary estimates are based on currently available information and do not present all information necessary for an understanding of our operating results as of and for the year ending December 31, 2025. This information has been prepared by and is the responsibility of our management. Our independent registered public accounting firm, Deloitte & Touche LLP, has not audited, reviewed, compiled, or performed any procedures with respect to this preliminary financial information, and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto. We will complete the preparation of our audited consolidated financial statements as of and for the year ending December 31, 2025 following the closing of this offering. Although we are currently unaware of any items that would require us to make adjustments to the information set forth below, it is possible that we or our independent registered public accounting firm may identify such items as we complete our audited consolidated financial statements, and any resulting changes could be material. Accordingly, undue reliance should not be placed on these preliminary estimates. There can be no assurance that the range of our preliminary estimates of revenue, gross profit, gross margin, loss from operations, non-GAAP loss from operations, non-GAAP operating margin, ARR, and number of Large Customers for the year ending December 31, 2025 are indicative of what our results will be for the year ending December 31, 2025 or for any future period. These preliminary estimates should be read together with the sections titled “Risk factors” and “Special note regarding forward-looking statements” and our consolidated financial statements and related notes included elsewhere in this prospectus.


	Year ended December 31, 2024			Year ending December 31, 2025
(in thousands, except percentages)	Actual			Low (estimated)	High (estimated)
Revenue	$	370,450		$	$
Gross profit	$	258,549		$	$
Gross margin	70		%	%	%
Loss from operations	$	(111,907)		$	$
Operating loss margin	(30)		%	%	%

Non-GAAP loss from operations(1)	$	(82,083)		$	$
Non-GAAP operating margin(1)	(22)		%	%	%

(1)We define non-GAAP loss from operations as loss from operations excluding the effect of stock-based compensation expense, lease impairment and abandonment charges, certain legal settlement expenses, certain litigation expenses, and restructuring charges. Non-GAAP operating margin is defined as non-GAAP loss from operations as a percentage of revenue.

We estimate that our revenue by % to % for the year ending December 31, 2025 compared to the year ended December 31, 2024, primarily due to .

We estimate that our gross profit by % to % for the year ending December 31, 2025 compared to the year ended December 31, 2024, primarily due to .

We estimate that our gross margin by % to % for the year ending December 31, 2025 compared to the year ended December 31, 2024, primarily due to .

We estimate that our loss from operations to a range of approximately $ million to $ million for the year ending December 31, 2025, compared to $ million for the year ended December 31, 2024, primarily due to .

We estimate that our non-GAAP loss from operations by % to % for the year ending December 31, 2025 compared to the year ended December 31, 2024, primarily due to .

The following is a reconciliation of loss from operations to non-GAAP loss from operations, as well as the calculation of operating loss margin and non-GAAP operating margin, for the periods presented:


	Year ended December 31, 2024			Year ending December 31, 2025
(in thousands, except percentages)	Actual			Low (estimated)	High (estimated)
Loss from operations	$	(111,907)		$	$
Litigation expenses(1)	24,443
Legal settlement(2)	4,201
Stock-based compensation	1,180


Non-GAAP loss from operations	$	(82,083)		$	$
Revenue	$	370,450		$	$
Operating loss margin	(30)		%	%	%
Non-GAAP operating margin	(22)		%	%	%

(1)In the years ended December 31, 2024 and 2025, we recorded $24.4 million and $ million, respectively, in litigation expenses related to certain patent infringement, trade secret misappropriation, and other claims made against us, which were outside of the ordinary course of business. See Note 6 “Commitments and contingencies” in the accompanying notes to our consolidated financial statements included elsewhere in this prospectus for further details on certain of these cases.

(2)In the years ended December 31, 2024 and 2025, we recorded a $4.2 million and $ million expense, respectively, related to the settlement of a class action complaint.

The following table presents certain preliminary key business metrics representing our estimates as of or for the year ending December 31, 2025. See the section titled “Management’s discussion and analysis of financial condition and results of operations—Key business metrics” for additional information regarding our key business metrics.

Year ended December 31, 2024

Year ending December 31, 2025

(dollars in millions)

Actual

Low
(estimated)

High
(estimated)

ARR

417

Large Customers

349

This recent developments section includes forward-looking statements. All statements contained herein other than statements of historical facts, including, without limitation, statements regarding our expectations regarding certain of our financial and operating results for the fiscal year ending December 31, 2025 and our future financial and business performance, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, operating results, financial condition, business strategy, and financial needs. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation, risks related to our growth and ability to sustain our revenue growth rate, competition in the markets in which we operate, market growth, our ability to effectively introduce enhancements to our platform, and global economic uncertainty. For additional information regarding the various risks and uncertainties inherent in estimates of this type, see the sections titled “Special note regarding forward-looking statements” and “Risk factors” elsewhere in this prospectus.

Risk factors summary

Our business is subject to numerous risks and uncertainties of which you should be aware before making a decision to invest in our Class A common stock. These risks, among others, are more fully described in the section titled “Risk factors” immediately following this prospectus summary. These risks include the following:

•We have experienced rapid growth which may not be indicative of our future growth, and if we do not effectively manage our future growth, our business, operating results, and financial condition may be adversely affected. Our rapid growth also makes it difficult to evaluate future prospects.

•We have a history of losses, anticipate increasing our operating expenses in the future, and may not achieve or sustain profitability. If we cannot achieve and sustain profitability, our business, operating results, and financial condition will be adversely affected.

•If we are unable to attract new customers or retain and increase adoption of our products and services by existing customers, we may not achieve the growth we expect, which would adversely affect our business, operating results, and financial condition.

•If we are not able to effectively introduce enhancements to our platform, including new offerings, features, and functionality, that achieve widespread market adoption, or keep pace with technological developments, our business, operating results, and financial condition could be adversely affected.

•Our significant investment in AI initiatives and use of AI to power our platform exposes us to risk, which could adversely affect our reputation, business, operating results, and financial condition.

•Our operating results may fluctuate significantly, which could make our future results difficult to predict and could cause our operating results to fall below expectations.

•Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense.

•We face intense competition and could lose market share to our competitors, which would adversely affect our business, operating results, and financial condition.

•We operate a global business that exposes us to risks associated with conducting business in multiple jurisdictions.

•Because we depend on several third-party manufacturers to build our devices, we are susceptible to manufacturing delays that could prevent us from shipping customer orders on time, if at all, and may result in the loss of sales and customers. Additionally, third-party manufacturing cost increases and changes in the geopolitical environment could result in lower gross margins.

•Security and privacy breaches may adversely impact our business, operating results, and financial condition.

•If our platform fails to perform properly, whether due to material defects with the hardware devices, platform software, or mobile applications, our reputation could be adversely affected, our market share could decline, and we could be subject to claims for returns, refunds, credits, damages, indemnity, or other forms of liability, including lawsuits.

•We rely on Shoaib Makani, our co-founder, Chief Executive Officer, and a member of our board of directors, other members of our management team, and other key employees and will need additional personnel to grow our business, and the loss of one or more key employees or our inability to hire, integrate, train, manage, retain, and motivate qualified personnel, including members of our board of directors, could harm our business.

•Failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights could enable others to copy or use aspects of our platform without compensating us, which could harm our brand, business, operating results, and financial condition.

•Third parties have claimed and may claim that our platform infringes, misappropriates, or otherwise violates their intellectual property rights and such claims could be time-consuming or costly to defend or settle, result in the loss of significant rights, or harm our relationships with our customers or reputation in the industry.

•Our business is subject to complex and evolving U.S. and foreign laws, regulations, and industry standards, many of which are subject to change and uncertain interpretations, which uncertainty could harm our business, operating results, and financial condition.

•The multi-class structure of our common stock has the effect of concentrating voting power with Shoaib Makani, our co-founder, Chief Executive Officer, and a member of our board of directors, which will limit your ability to influence the outcome of important transactions, including a change in control.

If we are unable to adequately address these or the other risks we face, our business, operating results, and financial condition could be adversely affected.

Channels for disclosure of information

Following the effectiveness of the registration statement of which this prospectus forms a part, we intend to announce material information to the public through filings with the Securities and Exchange Commission (the “SEC”), the investor relations page on our website (www.gomotive.com), the blog on our website, the newsroom page on our website, press releases, public conference calls, public webcasts, our X account (@Motive_inc), our Facebook page, our Instagram page, our LinkedIn page, and Shoaib Makani’s LinkedIn page. The information contained on, or that can be accessed through, these channels

are not a part of this prospectus. Investors should not rely on any such information in deciding whether to purchase our Class A common stock.

The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.

Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Corporate and other information

We were incorporated in the State of Delaware in March 2013 as “Keep Truckin, Inc.” Our principal executive offices are located at 1355 Market Street, 11th Floor, San Francisco, California 94103. Our telephone number is (855) 434-3564. Our website address is www.gomotive.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. Investors should not rely on any such information in deciding whether to purchase shares of our Class A common stock.

Motive, the Motive logos, and other registered or common law trade names, trademarks, or service marks of Motive appearing in this prospectus are the property of Motive Technologies, Inc. This prospectus contains additional trade names, trademarks, logos, and service marks of ours and of other companies. We do not intend our use or display of other companies’ trade names, trademarks, logos, or service marks to imply a relationship with these other companies, or endorsement or sponsorship of us by these other companies. Other trademarks appearing in this prospectus are the property of their respective holders. Solely for convenience, our trade names, trademarks, logos, and service marks referred to in this prospectus may appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor, to these trade names, trademarks, logos, and service marks.

Implications of being an emerging growth company

We qualify as an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:

•being permitted to present only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s discussion and analysis of financial condition and results of operations” disclosure in this prospectus;

•an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

•an exemption from the requirement that critical audit matters be discussed in our independent auditor’s reports on our audited financial statements or any other requirements that may be adopted by the Public Company Accounting Oversight Board unless the SEC determines that the application of such requirements to emerging growth companies is in the public interest;

•reduced disclosure obligations regarding our executive compensation arrangements;

•exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any golden parachute arrangements not previously approved; and

•extended transition periods for complying with new or revised accounting standards.

We will remain an emerging growth company until the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” as defined in the rules under the Securities Exchange Act of 1934, as amended, with at least $700 million of common equity held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the closing of this offering.

We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies. Further, pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our results of operations and financial statements may not be comparable to the results of operations and financial statements of other companies that have adopted the new or revised accounting standards. See the section titled “Risk factors—Risks related to this offering and ownership of our Class A common stock—We are an “emerging growth company” and the reduced reporting requirements applicable to emerging growth companies could make our Class A common stock less attractive to investors.”

The offering


Class A common stock offered by us			shares (or shares if the underwriters exercise their option to purchase additional shares in full).

Class A common stock offered by the selling stockholders			shares.

Option to purchase additional shares of Class A common stock			We have granted the underwriters an option for a period of 30 days to purchase up to additional shares of Class A common stock.

Class A common stock to be outstanding after this offering			shares (or shares if the underwriters exercise their option to purchase additional shares in full).

Class B common stock to be outstanding after this offering			shares.

Class C common stock to be outstanding after this offering			None.

Total Class A, Class B, and Class C common stock to be outstanding immediately after this offering			shares (or shares if the underwriters exercise their option to purchase additional shares in full).

Use of proceeds			We estimate that the net proceeds from this offering will be approximately $ million (or approximately $ million if the underwriters exercise their option to purchase additional shares in full), based upon the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of our Class A common stock by any of the selling stockholders. The principal purposes of this offering are to create a public market for our Class A common stock, increase our visibility in the marketplace, obtain additional capital, increase our capitalization and financial flexibility, and facilitate an orderly distribution of shares for the selling stockholders. We currently intend to use the net proceeds from this offering primarily for working capital and other general corporate purposes, which may include product development, general and administrative matters, and capital expenditures. We also intend to use approximately $ million of the net proceeds to satisfy our estimated tax withholding and remittance obligations related to the RSU Net Settlement (as defined below). We may also use a portion of the net proceeds, if any, for the acquisition of, or investment in, technologies, solutions, or businesses that complement our business. However, we do not have agreements or commitments for any material acquisitions or investments at this time.


			We will have broad discretion in the way that we use the net proceeds of this offering. See the section titled “Use of proceeds” for additional information.



Voting rights			Upon the closing of this offering, we will have three authorized series of common stock: our Class A common stock, Class B common stock, and Class C common stock. Each share of our Class A common stock is entitled to one vote per share. Each share of our Class B common stock is entitled to 20 votes per share. Shares of our Class C common stock do not have voting rights, except as otherwise required by law. Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our amended and restated certificate of incorporation that will become effective immediately prior to the closing of this offering. Each share of our Class B common stock and Class C common stock will be convertible into one share of our Class A common stock, subject to the satisfaction of certain conditions as described in the section titled “Description of capital stock—Conversion.”

Concentration of ownership			Upon the closing of this offering, and assuming no exercise of the underwriters’ option to purchase additional shares, Shoaib Makani, our co-founder, Chief Executive Officer, and a member of our board of directors, will represent approximately % of the total voting power of our outstanding capital stock following this offering (or approximately % of the total voting power of our outstanding capital stock if the underwriters exercise their option to purchase additional shares in full), which voting power may increase over time upon the exercise or settlement and exchange of equity awards held by Mr. Makani pursuant to the Exchange Agreement (as defined below). As a result, following this offering, Mr. Makani will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change of control transaction. These risks are more fully described in the section titled “Risk factors.” See the sections titled “Principal and selling stockholders” and “Description of capital stock” for additional information.

Dividend policy			We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our capital stock in the foreseeable future. Additionally, our ability to pay dividends or make distributions is limited by certain restrictions provided under the Credit Agreement and the Convertible Securities (each as defined below).


			For additional information regarding the Credit Agreement and the Convertible Securities, see the section titled “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources—Sources of liquidity.” Any future determination to declare dividends will be made at the discretion of our board of directors and will depend, among other things, on our financial condition, results of operations, capital requirements, general business conditions, restrictions in our current or future debt instruments, and other factors that our board of directors may deem relevant. See the section titled “Dividend policy” for additional information.

Directed share program			At our request, the underwriters have reserved up to 5% of the shares of our Class A common stock offered by this prospectus for sale at the initial public offering price to certain individuals and entities identified by our management. The sales will be made at our direction by J.P. Morgan Securities LLC and its affiliates through a directed share program. The number of shares of our Class A common stock available for sale to the general public will be reduced to the extent such individuals or entities purchase the reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the public on the same basis as the other shares offered by this prospectus. Except for any shares acquired by our directors and officers, shares purchased pursuant to the directed share program will not be subject to lock-up agreements with the underwriters. Any shares sold in the directed share program to our directors or officers who have entered into lock-up agreements with the underwriters will be subject to the provisions of such lock-up agreements. See the section titled “Underwriting” for additional information.

Risk factors			See the section titled “Risk factors” for a discussion of factors you should carefully consider before deciding to invest in shares of our Class A common stock.

Proposed NYSE symbol			“MTVE”

The number of shares of our Class A common stock, Class B common stock, and Class C common stock that will be outstanding after this offering is based on shares of our Class A common stock outstanding, shares of our Class B common stock outstanding, and no shares of our Class C common stock outstanding, each as of , 2025 (after giving effect to the Capital Stock Conversion, the Security Conversion, the Option Exercise, and the RSU Net Settlement (each as defined below)), and excludes:

• shares of our Class A common stock issuable upon the exercise of stock options to purchase shares of our Class A common stock outstanding as of , 2025 under our Amended and Restated 2013 Equity Incentive Plan (as amended, the “2013 Plan”), with a weighted-average exercise price of $ per share;

• shares of our Class A common stock issuable upon the exercise of stock options to purchase shares of our Class A common stock outstanding as of , 2025 under the 2013 Plan, with an exercise price of $ per share, for which the market-based vesting condition was not satisfied as of , 2025;

• shares of our Class A common stock issuable upon the vesting and settlement of restricted stock units (“RSUs”) outstanding as of , 2025 under the 2013 Plan (i) for which the service-based vesting condition was not satisfied as of , 2025 and (ii) for which the liquidity event-

based vesting condition will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part, after giving effect to the RSU Net Settlement;

• shares of our Class A common stock issuable upon the vesting and settlement of RSUs, subject to service-based vesting conditions, granted after , 2025 under the 2013 Plan, after giving effect to the RSU Net Settlement;

• shares of our Class A common stock issuable upon the vesting and settlement of RSUs outstanding as of , 2025 under the 2013 Plan (i) for which the market-based vesting condition or performance-based vesting condition was not satisfied as of , 2025 and (ii) for which the liquidity event-based vesting condition will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part, after giving effect to the RSU Net Settlement;

• shares of our Class A common stock issuable upon the exercise of warrants to purchase shares of our Class A common stock outstanding as of , 2025, of which (i) had an exercise price of $ per share and (ii) had an exercise price of $ per share; and

• shares of our common stock reserved for future issuance under our equity compensation plans, consisting of (i) shares of our Class A common stock available for future issuance under the 2013 Plan, as of , 2025 (which amount does not reflect RSUs that may be settled for shares of our Class A common stock granted after , 2025); (ii) shares of our Class A common stock reserved for future issuance under our 2026 Equity Incentive Plan (the “2026 Plan”), which will become effective on the date immediately prior to the date of this prospectus; and (iii) shares of our Class A common stock reserved for issuance under our 2026 Employee Stock Purchase Plan (the “2026 ESPP”), which will become effective on the date of this prospectus.

On the date of this prospectus, any remaining shares of our Class A common stock available for issuance under the 2013 Plan will be added to the shares of our Class A common stock reserved for issuance under the 2026 Plan, and we will cease granting awards under the 2013 Plan. In addition, the shares of our Class A common stock that are withheld by us to satisfy our associated estimated tax withholding and remittance obligations as a result of the RSU Net Settlement (as defined below) will be added to the shares of our Class A common stock reserved for issuance under the 2026 Plan. The 2026 Plan and 2026 ESPP also provide for automatic annual increases in the number of shares reserved thereunder. See the section titled “Executive compensation—Stock plans” for additional information.

Pursuant to a stock exchange agreement (the “Exchange Agreement”) entered into between us and Shoaib Makani, Mr. Makani has the right (but not an obligation) to require us to exchange any shares of our Class A common stock received by him upon the exercise or settlement of equity awards for an equivalent number of shares of our Class B common stock. Such rights under the Exchange Agreement apply to shares of our Class A common stock received upon the exercise or settlement of equity awards that were held by Mr. Makani on the date of the Exchange Agreement and any such equity awards received by him following such date. As of , 2025, there were shares of our Class A common stock subject to outstanding equity awards held by Mr. Makani that may be exchanged, upon the exercise or settlement of such equity awards, for an equivalent number of shares of our Class B common stock.

Unless otherwise noted, the information in this prospectus reflects and assumes or gives effect to the following:

•a -for- reverse stock split of our outstanding capital stock, which we effected on , 2025;

•the automatic conversion of an aggregate of shares of our convertible preferred stock and senior convertible preferred stock outstanding as of , 2025 into the same number of shares of our Class A common stock in connection with the closing of this offering pursuant to the terms of our restated certificate of incorporation, as currently in effect (the “Capital Stock Conversion”);

•(i) shares of our Class A common stock issuable upon conversion of $100.0 million of, and accrued and unpaid yield on, our outstanding amended and restated convertible securities (the “2019

Convertible Notes”) and (ii) shares of our Class A common stock issuable upon conversion of $150.0 million of, and accrued and unpaid yield, if any, on, our outstanding convertible securities (the “2025 Convertible Securities,” and, together with the 2019 Convertible Notes, the “Convertible Securities”), each based upon an assumed conversion date of , 2025 and the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, which Convertible Securities will automatically convert in connection with the closing of this offering pursuant to their terms (the “Security Conversion”). Each $1.00 increase in the assumed initial public offering price per share of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would decrease the number of shares of our Class A common stock issued in the Security Conversion by shares, and each $1.00 decrease in the assumed initial public offering price per share of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase the number of shares of our Class A common stock issued in the Security Conversion by shares (for more information on the Security Conversion, see Note 8 “Convertible securities and debt” in the accompanying notes to our consolidated financial statements included elsewhere in this prospectus);

•the cash exercise of stock options to purchase shares of our Class A common stock, with a weighted-average exercise price of $ per share, for total gross proceeds to us of approximately $ by certain selling stockholders in connection with the sale of all or a portion of such shares by such selling stockholders in this offering as described in the section titled “Principal and selling stockholders” (the “Option Exercise”);

•the net issuance of (i) shares of our Class A common stock in connection with the vesting and settlement of RSUs outstanding as of , 2025 for which the service-based vesting condition was satisfied as of , 2025 and for which the liquidity event-based vesting condition will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part; (ii) shares of our Class A common stock in connection with the vesting and settlement of RSUs outstanding as of , 2025 for which the service-based vesting condition will be satisfied on , 2025, the expected effective date of the registration statement of which this prospectus forms a part, and for which the liquidity event-based vesting condition will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part; and (iii) shares of our Class A common stock in connection with the vesting and settlement of RSUs granted after , 2025 for which we expect the service-based vesting condition will be satisfied on , 2025, the expected effective date of the registration statement of which this prospectus forms a part (clauses (i), (ii), and (iii) collectively, the “IPO Vesting RSUs”), after giving effect to the withholding of shares of our Class A common stock to satisfy our associated estimated tax withholding and remittance obligations (based upon the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and an assumed % tax withholding rate) (the “RSU Net Settlement”);

•the filing and effectiveness of our amended and restated certificate of incorporation and the effectiveness of our amended and restated bylaws, each of which will occur immediately prior to the closing of this offering;

•except as described above, no exercise of outstanding stock options or warrants or settlement of RSUs subsequent to , 2025; and

•no exercise of the underwriters’ option to purchase additional shares.

The assumed % tax withholding rate used in this prospectus is an assumed blended withholding rate for the IPO Vesting RSUs that are subject to withholding in the RSU Net Settlement. The estimates in this prospectus relating to the RSU Net Settlement and related share withholding may differ from actual results due to, among other things, the actual initial public offering price per share and other terms of this offering determined at pricing, actual forfeitures through the date of this prospectus, and actual tax withholding rates.

Summary consolidated financial and other data

The following tables summarize our consolidated financial and other data as of the dates and for the periods presented. We derived our summary consolidated statements of operations data for the years ended December 31, 2023 and 2024 (except for pro forma basic and diluted net loss per share attributable to common stockholders and weighted-average shares used in computing pro forma basic and diluted net loss per share attributable to common stockholders) from our audited consolidated financial statements included elsewhere in this prospectus. We derived our summary consolidated statements of operations data for the nine months ended September 30, 2024 and 2025 (except for pro forma basic and diluted net loss per share attributable to common stockholders and weighted-average shares used in computing pro forma basic and diluted net loss per share attributable to common stockholders) and summary consolidated balance sheet data as of September 30, 2025 from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, reflect all adjustments that are necessary for the fair statement of such data. Our historical results are not necessarily indicative of the results to be expected in the future, and our interim results are not necessarily indicative of results to be expected for the full year or any other period.

You should read the following summary consolidated financial and other data in conjunction with the section titled “Management’s discussion and analysis of financial condition and results of operations” and our consolidated financial statements, the accompanying notes, and other financial information included elsewhere in this prospectus. The summary consolidated financial and other data in this section are not intended to replace our consolidated financial statements and the accompanying notes and are qualified in their entirety by our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.


	Year ended December 31,				Nine months ended September 30,
(in thousands, except share and per share data)	2023		2024		2024		2025
					(unaudited)
Consolidated statements of operations data:
Revenue	$	310,309	$	370,450	$	268,920	$	327,319
Cost of revenue(1)	91,161		111,901		81,904		98,825
Gross profit	219,148		258,549		187,016		228,494
Operating expenses(1)
Sales and marketing	139,609		180,083		133,537		155,181
Research and development	94,369		98,716		72,827		80,914
General and administrative	62,951		87,456		63,301		73,402
Legal settlement	1,800		4,201		—		—
Operating lease impairment and abandonment	7,433		—		—		—
Restructuring	2,188		—		—		—
Total operating expenses	308,350		370,456		269,665		309,497
Loss from operations	(89,202)		(111,907)		(82,649)		(81,003)
Other expense, net	(18,963)		(40,326)		(30,640)		(56,702)
Loss before income taxes	(108,165)		(152,233)		(113,289)		(137,705)
Provision for income taxes	(602)		(752)		(627)		(819)
Net loss	$	(108,767)	$	(152,985)	$	(113,916)	$	(138,524)

Basic and diluted net loss per share:
Deemed dividend - convertible securities	—		—		—		(74,800)
Net loss attributable to common stockholders	$	(108,767)	$	(152,985)	$	(113,916)	$	(213,324)

Net loss per share attributable to common stockholders, basic and diluted(2)	$	(1.24)	$	(1.73)	$	(1.29)	$	(2.35)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted(2)	87,652,608		88,525,717		88,475,427		90,790,180

(1)Includes stock-based compensation expense as follows:


	Year ended December 31,				Nine months ended September 30,
(in thousands)	2023		2024		2024		2025
					(unaudited)
Cost of revenue	$	1	$	—	$	—	$	—
Sales and marketing	403		100		93		—
Research and development	1,066		—		—		102
General and administrative	1,295		1,080		809		207
Total stock-based compensation expense	$	2,765	$	1,180	$	902	$	309

(2)See Note 12 “Net loss per share, basic and diluted” in the accompanying notes to our consolidated financial statements included elsewhere in this prospectus for an explanation of the calculation of our basic and diluted net loss attributable to common stockholders.

The following table sets forth the computation of unaudited pro forma basic and diluted net loss per share attributable to common stockholders for the period presented. Pro forma basic and diluted net loss per share for the year ended December 31, 2024 and the nine months ended September 30, 2025

(unaudited) gives effect to the Capital Stock Conversion, the Security Conversion, the Option Exercise, and the RSU Net Settlement, as if each had occurred as of January 1, 2024.


(in thousands, except per share data)	Year ended December 31, 2024	Nine months ended September 30, 2025
Numerator:
Net loss	$	$
Pro forma adjustment to record stock-based compensation expense related to the RSU Net Settlement
Pro forma adjustment to record stock-based compensation expense related to performance stock options and performance RSUs for which the liquidity event-based vesting condition and certain components of the market-based or performance-based vesting conditions will be satisfied in connection with this offering
Pro forma adjustment to reclassify the fair value of the convertible preferred stock warrant liability
Pro forma adjustment to reclassify the embedded derivative liability in connection with the Security Conversion
Pro forma net loss attributable to common stockholders	$	$
Denominator:
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted
Pro forma adjustment to reflect the Capital Stock Conversion
Pro forma adjustment to reflect the Security Conversion
Pro forma adjustment to reflect the Option Exercise
Pro forma adjustment to reflect the RSU Net Settlement
Weighted-average shares outstanding used in computing pro forma net loss per share attributable to common stockholders, basic and diluted
Pro forma net loss per share, basic and diluted	$	$


	As of September 30, 2025
(in thousands)	Actual		Pro forma(1)	Pro forma as adjusted(2)(3)
Consolidated balance sheet data:
Cash and cash equivalents	$	127,155	$	$
Total current assets	248,914
Total assets	603,252
Deferred revenue, current	172,897
Total current liabilities	296,356
Deferred revenue, net of current portion	147,671
Convertible securities	389,601
Long-term debt, net	245,663
Total liabilities	1,102,490
Convertible preferred stock	428,135
Additional paid-in capital	51,050
Accumulated deficit	(978,433)
Total stockholders’ (deficit) equity	$	(927,373)	$	$

(1)The pro forma column above reflects (i) the Capital Stock Conversion, (ii) the Security Conversion, including the reclassification of the embedded derivative liability related to the Convertible Securities to additional paid-in capital, (iii) the Option Exercise, (iv) an increase to additional paid-in capital and accumulated deficit related to stock-based compensation of $ million associated with the RSU Net Settlement and $ million associated with performance stock options and performance RSUs for which the liquidity event-based vesting condition and certain components of the market-based or performance-based vesting conditions will be satisfied in connection with this offering, (v) the net issuance of shares of our Class A common stock in connection with the RSU Net Settlement, after withholding shares to satisfy our associated estimated tax withholding and remittance obligations of $ million (based upon the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and an assumed % tax withholding rate), and (vi) the filing and effectiveness of our amended and restated certificate of incorporation that will become effective immediately prior to the closing of this offering. To the extent that our actual tax withholding and remittance obligations related to the RSU Net Settlement exceed the estimates set forth herein, we intend to use cash on hand to satisfy any such excess tax withholding and remittance obligations.

(2)The pro forma as adjusted column above gives effect to (i) the pro forma adjustments set forth in footnote (1) above, (ii) the sale and issuance of shares of our Class A common stock in this offering at the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, (iii) the receipt of gross proceeds in connection with the Option Exercise, and (iv) the application of the net proceeds therefrom as described in the section titled “Use of proceeds.”

(3)Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) the amount of our pro forma as adjusted cash and cash equivalents, working capital, total assets, additional paid-in capital, and total stockholders’ (deficit) equity by $ million, assuming that the number of shares of our Class A common stock offered by us remains the same, and after deducting underwriting discounts and commissions. Similarly, an increase (decrease) of 1.0 million shares in the number of shares of our Class A common stock offered by us would increase (decrease) the amount of our pro forma as adjusted cash and cash equivalents, working capital, total assets, additional paid-in capital, and total stockholders’ (deficit) equity by $ million, assuming that the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and offering expenses payable by us. In addition, each 1.0% increase (decrease) in our estimated tax withholding rate would increase (decrease) the amount of our estimated tax withholding and remittance obligations related to the RSU Net Settlement and decrease (increase) cash and cash equivalents, working capital, total assets, additional paid-in capital, and total stockholders’ (deficit) equity by $ million, assuming that the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, remains the same, that the number of shares of our Class A common stock offered by us remains the same, and after deducting underwriting discounts and commissions. Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) the amount of our estimated tax withholding and remittance obligations related to the RSU Net Settlement and decrease (increase) cash and cash equivalents, working capital, total assets, additional paid-in capital, and total stockholders’ (deficit) equity by $ million, assuming that the tax withholding rate remains the same, that the number of shares of our Class A common stock offered by us remains the same, and after deducting underwriting discounts and commissions. Pro forma adjustments in the footnotes above and the related information in the balance sheet data are illustrative only and may differ from actual amounts based on, among other things, the actual initial public offering price per share and other terms of this offering determined at pricing, the actual tax withholding rates, and the actual amount of RSUs settled upon the effectiveness of the registration statement of which this prospectus forms a part.

Key business metrics and non-GAAP financial measures

We review a number of operating and financial metrics, including the following key business metrics and non-U.S. Generally Accepted Accounting Principles (“GAAP”) financial measures, to evaluate and manage our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. See the section titled “Management’s discussion and analysis of financial condition and results of operations—Key business metrics” and “Management’s discussion and analysis of financial condition and results of operations—Non-GAAP financial measures” for additional information and reconciliations of our non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP.

Key business metrics

The following table summarizes our key business metrics for the periods indicated:


	Year ended December 31,				Nine months ended September 30,
(dollars in millions)	2023		2024		2024		2025
Annualized recurring run rate (“ARR”)	$	338	$	417	$	393	$	501
Large Customers	234		349		312		494

Non-GAAP financial measures

The following table summarizes our non-GAAP financial measures (along with the most directly comparable GAAP measures) for the periods indicated:


	Year ended December 31,						Nine months ended September 30,
(in thousands, except percentages)	2023			2024			2024			2025
Loss from operations	$	(89,202)		$	(111,907)		$	(82,649)		$	(81,003)
Non-GAAP loss from operations	$	(75,016)		$	(82,083)		$	(64,506)		$	(55,129)
Operating loss margin	(29)		%	(30)		%	(31)		%	(25)		%
Non-GAAP operating margin	(24)		%	(22)		%	(24)		%	(17)		%
Net cash flows used in operating activities	$	(107,172)		$	(75,807)		$	(72,148)		$	(68,653)
Free cash flow(1)	$	(109,919)		$	(80,134)		$	(75,319)		$	(73,922)
Net cash flows used in operating activities as a percentage of revenue	(35)		%	(20)		%	(27)		%	(21)		%
Free cash flow margin	(35)		%	(22)		%	(28)		%	(23)		%

(1)Includes (i) $23 million and $28 million in interest expense paid in the years ended December 31, 2023 and 2024, respectively, and $21 million and $22 million in interest expense paid in the nine months ended September 30, 2024 and 2025, respectively, and (ii) $5 million in litigation expenses paid in the year ended December 31, 2024 and $3 million and $19 million in litigation expenses paid in the nine months ended September 30, 2024 and 2025, respectively. There were no litigation expenses paid in the year ended December 31, 2023.

Risk factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the section titled “Management’s discussion and analysis of financial condition and results of operations” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus before deciding whether to invest in shares of our Class A common stock. Our business, operating results, or financial condition could also be adversely affected by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, our business, operating results, and financial condition could be adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose all or part of your investment.

Risks related to our business and industry

We have experienced rapid growth which may not be indicative of our future growth, and if we do not effectively manage our future growth, our business, operating results, and financial condition may be adversely affected. Our rapid growth also makes it difficult to evaluate future prospects.

We have experienced rapid growth and we expect to continue to invest broadly across our organization to support our growth. Our revenue was $310.3 million and $370.5 million in 2023 and 2024, respectively. The number of our employees has grown from 1,009 as of December 31, 2018 to 4,508 as of September 30, 2025. Although we have experienced rapid growth historically, we may not sustain our current growth rates, and we cannot assure you that our investments to support our growth will be successful. Even if our revenue continues to increase, we expect our revenue growth rate to decline in the future as our business matures and our platform achieves more widespread adoption. Accordingly, our historical growth makes it difficult to evaluate our business and future prospects and you should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. Overall growth of our revenue will depend on a number of factors, including, but not limited to, our ability to:

•compete with other companies in our industry, including, but not limited to, those with greater financial, technical, marketing, sales, and other resources, as well as with startup companies with innovative products and novel solutions that compete with ours and any of our manufacturers who may begin offering a platform, products, or services similar to our offerings;

•retain and increase adoption of and expansion within our platform by existing customers, as well as attract new customers and grow our customer base;

•develop new offerings and functionality for our platform and successfully optimize our existing products and services, including through the continued integration of AI into our platform;

•successfully expand our business domestically and internationally;

•effectively expand our sales force and leverage our existing sales capacity;

•successfully hire and retain personnel, including product, engineering, and sales personnel;

•successfully introduce and sell our platform in new markets and for new use cases;

•increase awareness of our brand;

•protect against security incidents;

•successfully price and package our platform in a rapidly changing industry, including due to advancements and increasing use of AI, automation, and other technologies, such as driverless vehicles; and

•successfully identify and acquire or invest in businesses, products, offerings, or technologies that we believe could complement or expand our platform and successfully integrate such businesses, products, offerings, or technologies into our business.

We may not successfully accomplish any of these objectives, and, as a result, it may be difficult for us to accurately forecast our future operating results. If the assumptions that we use to plan our business are incorrect or change in reaction to fluctuations in our markets, we may be unable to maintain consistent revenue or revenue growth, the value of our stock could be volatile, and it may be difficult to achieve and maintain profitability. In addition, changes in the global macroeconomic environment, including, but not limited to, changes in tariffs or trade restrictions, volatile interest rates and inflation, actual or perceived global banking and finance related issues, labor shortages, high unemployment rates, labor displacement, supply chain disruptions, changes in spending environments, geopolitical instability, warfare, and uncertainty, including, but not limited to, the effects of geopolitical conflicts, weak economic conditions in certain regions, or a reduction in information technology spending regardless of macroeconomic conditions, may impact our growth.

As we have grown, our number of customers has also increased, and we have increasingly managed more complex deployments of our platform. The rapid growth and expansion of our business places a significant strain on our management, operational, engineering, and financial resources, and rapid development cycles may create technical debt within our platform. Addressing technical debt requires engineering resources that could otherwise be devoted to new features or enhancements. If we fail to properly manage technical debt, our platform performance may suffer and our business, operating results, and financial condition could be harmed. Additionally, as we continue to integrate AI capabilities and expand our product and service offerings, technical complexity may increase, potentially exacerbating these challenges. To manage any future growth effectively, we must continue to improve and expand our infrastructure, including information technology and financial infrastructure, our operating and administrative systems and controls, and our ability to manage headcount, capital, and processes in an efficient manner. If we do not manage future growth effectively, our business, operating results, and financial condition would be adversely impacted.

If we continue to experience rapid growth, we may not be able to successfully implement or scale improvements to our systems, processes, or controls in an efficient, timely, or cost-effective manner. As we grow, our existing systems, processes, and controls may not prevent or detect all errors, omissions, or fraud. Such incidents may increase as we grow. Any future growth will continue to add complexity to our organization and require effective coordination throughout our organization. Failure to manage any future growth effectively could result in increased costs, cause difficulty or delays in deploying our platform to new and existing customers, reduce the quality of our platform, customer satisfaction, and demand for our platform, cause difficulties in introducing new offerings, or cause other operational challenges. Any of these difficulties would adversely affect our business, operating results, and financial condition.

We have a history of losses, anticipate increasing our operating expenses in the future, and may not achieve or sustain profitability. If we cannot achieve and sustain profitability, our business, operating results, and financial condition will be adversely affected.

We have incurred net losses in each fiscal year since inception, and we may not achieve or sustain profitability in the future. In 2023, 2024 and the nine months ended September 30, 2025, we incurred net losses of $108.8 million, $153.0 million, and $138.5 million, respectively. As of December 31, 2024 and September 30, 2025, we had an accumulated deficit of $764.2 million and $978.4 million, respectively. We expect to make significant future expenditures to develop and expand our business, including to acquire new customers, expand relationships with existing customers, expand internationally, invest in product innovation, and incur legal, tax, accounting, and other administrative and compliance expenses to operate as a public company. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses. While our revenue has grown in recent years, if our revenue declines or fails to grow at a rate faster than these increases in our operating expenses, we may not be able to achieve or sustain profitability in future

periods. As a result, we may continue to generate losses. We cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will be able to sustain profitability in any given period, or at all.

If we are unable to attract new customers or retain and increase adoption of our products and services by existing customers, we may not achieve the growth we expect, which would adversely affect our business, operating results, and financial condition.

Our ability to grow our business and revenue depends on attracting new customers and ensuring our existing customers renew and expand their use of our platform. Our standard subscription agreements have an initial term of twelve months or longer and are structured to automatically renew for additional periods. Customers under these standard agreements can prevent renewal by providing timely, formal notice as specified in their contracts. However, some of our agreements, particularly with certain larger customers, do not include automatic renewal provisions and require an affirmative customer election to renew or otherwise provide the customer a right to terminate the agreement during the term (albeit without a refund).

Whether a contract renews automatically or requires an affirmative choice, our customers have no obligation to continue their subscriptions after their current term expires. When customers do renew, the terms are subject to renegotiation, and the number of devices, contract length, and pricing may change. Our agreements generally permit us to adjust fees upon renewal, in some cases subject to a contractual cap, such as a maximum 5% increase. Our customer retention may decline or fluctuate as a result of various factors, including, but not limited to, their satisfaction with our platform and those offered by competitors, security incidents involving our platform, our pricing and packaging models, and the effects of general economic conditions.

As we increasingly sell to larger organizations, such organizations may have more extensive internal approval requirements that prevent or delay the sale or implementation of our platform, which may result in slower growth rates and could cause the costs associated with new customer acquisition to increase in future periods.

In recent years, we have released a number of new products and feature enhancements intended to address a broader set of use cases, and we expect to continue to release additional products and feature enhancements to our platform. Our future success may depend in part on the success of these new products and features and our ability to demonstrate the value of them to a wider set of users, both within current customers and prospective customers. If we are unable to successfully market new products and features to a wider set of customers, we may not achieve the return on our initial investments or long-term growth expected by analysts or investors, and our business may be adversely affected as a result.

As the markets for our products and services mature, our platform evolves, and competitors introduce lower cost and/or differentiated products and services that are perceived to compete with our platform, our ability to maintain or expand usage of our platform could be impaired. The cost of new customer acquisition and ongoing customer support may prove higher than anticipated, thereby adversely impacting our profitability.

Other factors, many of which are out of our control, may now or in the future impact our ability to attract new customers, retain existing customers, and expand usage of our platform by such customers in a cost-effective manner, including, but not limited to:

•potential customers’ commitments to existing platforms, products, or services or greater familiarity or comfort with other platforms, products, or services, including those in which they have made significant investments to integrate into their businesses;

•actual or perceived costs by our customers to switch from existing platforms, products, or services to our platform;

•our ability to expand, retain, effectively train, and motivate our sales and marketing personnel;

•our ability to successfully expand into new markets;

•negative media, industry, or analyst commentary regarding our platform, products, and services;

•decreased spending on fleet operations and other products and services that we offer;

•resistance to our products and services from trade unions whose members may be employed by our customers;

•our ability to help potential customers successfully deploy and use our platform;

•the impact of AI on the markets for our platform, products, and services; and

•general macroeconomic and geopolitical conditions.

If we are not able to effectively introduce enhancements to our platform, including new offerings, features, and functionality, that achieve widespread market adoption, or keep pace with technological developments, our business, operating results, and financial condition could be adversely affected.

The markets for our products and services are characterized by rapidly changing technologies, frequent new product and service releases, and evolving industry standards. The rapid growth and intense competition in our industry exacerbate these market characteristics. Our ability to attract new customers and increase revenue from existing customers depends in large part on our ability to enhance and improve our platform and introduce compelling new products and services that reflect the changing nature of our markets. Further, we will need to adapt to rapidly changing technologies by continually improving the performance, features, and reliability of our platform, products, and services, and by selling in new markets and for new use cases. The success of any enhancement to our platform depends on several factors, including, but not limited to, timely completion and delivery, competitive pricing, adequate quality testing, integration with existing technologies and our platform, and overall market adoption. We may experience difficulties that could delay or prevent the successful development, introduction, or marketing of platform updates or new offerings, features, and functionality. Any new product or service that we develop may not be introduced in a timely or cost-effective manner, may contain bugs, or may not achieve the market adoption necessary to generate significant revenue. If we are unable to successfully develop new products, enhance our existing products to meet customer requirements, or otherwise achieve market adoption, our business, operating results, and financial condition would be harmed.

We have made significant investments to develop, launch, and enhance new products and services and expand the use cases for our platform. We intend to continue investing significant resources to develop and launch new products, services, features, and functionality, including enhancements to our platform’s accessibility. If we do not allocate these resources efficiently, effectively, or in an otherwise commercially successful manner, we may not realize the expected benefits of our strategy. There can be no assurance that customer demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market adoption to generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. It is also possible that products and services developed by others, including, but not limited to, new technologies integrating AI, will render our platform, products and services uncompetitive or obsolete. Further, our development efforts with respect to new technologies, offerings, features, and functionality could distract management from current operations, and would divert capital and other resources from our more established offerings. If we do not realize the expected benefits of our investments, our business, operating results, and financial condition could be adversely affected.

Our significant investment in AI initiatives and use of AI to power our platform exposes us to risk, which could adversely affect our reputation, business, operating results, and financial condition.

We are making significant investments in AI initiatives to, among other things, enhance our existing products and services, develop new products and services, and develop new features for existing

products and services. For our AI initiatives to succeed, we require increased investment in infrastructure and headcount. If our longer-term AI investments do not succeed, our business, operating results, and financial condition could be harmed.

There are significant risks involved in developing and deploying AI, including generative AI, and there can be no assurance that our existing use of AI and the further integration of AI into our platform will enhance our platform or be beneficial to our business, including our efficiency or profitability. For example, our AI-related efforts subject us to risks related to inaccuracy, bias, discrimination, consumer protection, intellectual property infringement or misappropriation, defamation, data privacy, cybersecurity, and sanctions and export controls, among others. In addition, we are subject to the risks of new or enhanced governmental or regulatory scrutiny, litigation, or other legal liability, ethical concerns, negative perceptions as to automation and AI, or other complications that could adversely affect our reputation, business, operating results, and financial condition.

Further, our products and services incorporate recursive improvement mechanisms that enable systems to learn from their outputs, with the assistance of our team of data annotators, to refine and enhance future performance. This approach introduces unique and evolving risks. For example, recursive improvement that relies on human review is still subject to human judgment errors. The annotations completed by our team may amplify biases in the existing training data or prior outputs, potentially leading to discriminatory, inappropriate, or inaccurate outcomes that negatively affect customer experience, regulatory compliance, and our reputation. Recursive improvement that relies on human review can also make it difficult to audit or interpret the rationale for specific decisions or outputs. If we are unable to effectively monitor, govern, and control the recursive improvement processes within our products and services, our business, operating results, and financial condition could be adversely affected.

As a result of the complexity and rapid development of AI, it is also the subject of evolving review by various governmental and regulatory agencies in jurisdictions around the world, which are applying, or are considering applying, platform moderation, intellectual property, cybersecurity, export controls, and data protection laws to AI and/or are considering general legal frameworks or restrictions on AI (such as the E.U. AI Act, the Colorado AI Act, or the Texas Responsible AI Governance Act). We may not always be able to anticipate how courts and regulators will apply existing laws to AI, predict how new legal frameworks will develop to address AI, or otherwise respond to these frameworks as they are still rapidly evolving. We may also have to expend resources to adapt to new legal frameworks, and adjust our platform in certain jurisdictions if the legal frameworks on AI are not consistent across jurisdictions.

Further, we face significant competition from other companies in our industry that are developing their own AI features and technologies, including competition from AI features and technologies that may be similar or superior to ours or more cost-effective to develop and deploy. Our inability to successfully employ AI, or the ability of our competitors to do so more successfully, may negatively impact our gross margins, impair our ability to compete effectively, result in reputational harm, and have an adverse impact on our business, operating results, and financial condition. Further, our ability to continue to develop and effectively deploy AI in our platform is dependent on access to specific third-party equipment and other technical and physical infrastructure, such as processing hardware, network capacity, computing power, and related energy requirements, as to which we cannot control the availability or pricing, especially in a highly competitive environment.

It is not possible to predict all of the risks related to the use of AI and changes in laws, rules, directives, and regulations or other regulatory developments regarding the use of AI, including restrictions around the collection and use of data, may adversely affect our ability to develop and use AI or subject us to legal liability. Any of the foregoing could adversely affect our reputation, business, operating results, and financial condition.

Our operating results may fluctuate significantly, which could make our future results difficult to predict and could cause our operating results to fall below expectations.

Our operating results have varied significantly from period to period in the past, and we expect that our operating results will continue to vary significantly in the future such that period-to-period comparisons of our operating results may not be meaningful. Accordingly, our financial results in any one quarter should not be relied upon as indicative of future performance. To the extent that fluctuations in our quarterly results lead us to underperform relative to market expectations, such fluctuations may negatively impact the trading price of our Class A common stock. Our quarterly financial results may fluctuate as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including, but not limited to:

•the amount and timing of investments and expenditures related to the expansion of our business;

•the impact of AI on the demand for our platform, products, and services;

•general macroeconomic and political conditions, both domestically and in foreign markets where we operate, including, but not limited to, changes in U.S. federal spending, changes in tariffs or trade restrictions, changes in fuel prices, global economic slowdowns, actual or perceived global banking and finance related issues, increased risk of inflation, interest rate volatility, supply chain disruptions, labor shortages, and potential global recession;

•the impact of natural or man-made global events on our business, including, but not limited to, wars and other geopolitical conflicts;

•market acceptance of any changes to our, or our competitors’ pricing, packaging, and billing models;

•our ability to attract new customers and retain and increase adoption of our products and services by existing customers;

•changes in customer requirements or market needs;

•the budgeting cycles, seasonal buying patterns, and purchasing practices of our customers and potential customers;

•the timing and length of our sales cycles;

•the timing of revenue recognition;

•the timing and success of new product and service releases by us or our competitors or any other competitive developments, including consolidation among our customers or competitors;

•our ability to successfully expand our business domestically and internationally;

•decisions by organizations to purchase competitive products and services from other vendors;

•insolvency, credit difficulties, or other financial issues affecting our customers or potential customers, which affects their ability to purchase or pay for our platform, products, and services;

•significant security breaches of, technical difficulties with, or interruptions to, the use of our platform or other cybersecurity incidents;

•extraordinary expenses such as litigation or other dispute-related settlement payments or injunctive relief, taxes, regulatory fines, or penalties;

•our ability to comply with regulatory requirements to certify our product for sale in the United States and Canada, and import and export requirements globally;

•changes in the market value of our investments, including in our marketable securities;

•significant charges in our financial statements relating to any impairment of operating lease right-of-use assets;

•changes to our effective tax rate;

•future accounting pronouncements or changes in our accounting policies or practices;

•negative media and social media coverage or publicity; and

•increases or decreases in our expenses caused by fluctuations in foreign currency exchange rates.

Any of the above discussed fluctuations could result in our failure to meet our operating plan or the expectations of investors or analysts for any period. If we fail to meet such expectations for the reasons described above or other reasons, our stock price could fall substantially, and we could face costly lawsuits, including securities class action lawsuits.

Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense.

Our revenue recognition is difficult to predict because of the length and unpredictability of the sales cycle for our platform, particularly with respect to large enterprises and government entities. Customers often view the subscription to our platform as a significant strategic decision and, as a result, frequently require considerable time to evaluate, test, and qualify our platform prior to entering into or expanding a relationship with us. Large enterprises and government entities in particular often undertake a significant evaluation process that further lengthens our sales cycle and may already have contracts in place with our competitors, which may take additional time to displace, to the extent we are able to do so at all.

Our direct sales team develops relationships with our customers. We spend substantial time and resources on our sales efforts without any assurance that our efforts will produce a sale. Purchases of products and services like ours are frequently subject to budget constraints, multiple approvals, and unanticipated administrative, processing, and other delays. As a result, it is difficult to predict whether and when a sale will be completed. The failure of our efforts to secure sales after investing resources in a lengthy sales process would adversely affect our business, operating results, and financial condition.

We face intense competition and could lose market share to our competitors, which would adversely affect our business, operating results, and financial condition.

The market for fleet management solutions and platforms that connect workers, vehicles, equipment, and spend is intensely competitive, fragmented, and is rapidly evolving, characterized by changes in technology, including the continued integration of AI, customer requirements, industry standards, and frequent introductions of new or improved products and services. We expect to continue to face intense competition from current competitors, including as a result of strategic acquisitions and partnerships, increased use of AI, or evolving customer requirements and industry standards. If we are unable to anticipate or react to these challenges, our competitive position could weaken, and we would experience a decline in revenue or reduced revenue growth, and loss of market share that would adversely affect our business, operating results, and financial condition. For a description of our competitors, see the section titled “Business—Competition.”

Our ability to compete effectively depends upon numerous factors, many of which are beyond our control, including, but not limited to:

•our ability to attract new customers and retain existing customers, expand our platform, or sell additional products and services to our existing customers;

•our ability to attract, train, retain, and motivate talented employees;

•the success of our sales and marketing team, which may be smaller and have fewer resources than those of our competitors;

•our ability to successfully incorporate new technologies into our platform, including the continued incorporation of AI;

•the budgeting cycles, seasonal buying patterns, and purchasing practices of our customers, including any slowdown in technology spending due to U.S. and general global macroeconomic conditions;

•general global macroeconomic and political conditions, both domestically and in our foreign markets, that could impact some or all regions where we operate, including the changes in U.S. federal spending, changes in tariffs and trade restrictions, global economic slowdowns, actual or perceived global banking and finance related issues, increased risk of inflation, interest rate volatility, supply chain disruptions, labor shortages, and potential global recession;

•the impact of natural or man-made global events on our business, including regional geopolitical conflicts around the world;

•changes in customer, distributor, or reseller requirements or market needs;

•price competition;

•the timing and success of new product and service introductions by us or our competitors or any other change in the competitive landscape of our industry, including consolidation among our competitors or customers and strategic partnerships entered into by and between our competitors;

•changes in our mix of products and services sold, including changes in the average contract length for subscriptions and support;

•our ability to successfully and continuously expand our business domestically and internationally;

•changes in the growth rate of our market;

•deferral of orders from customers in anticipation of new or enhanced products and services announced by us or our competitors;

•significant security breaches of, technical difficulties with, or interruptions to the use of our platform;

•the timing and costs related to the development or acquisition of technologies, businesses, or strategic partnerships;

•our ability to execute, complete, or efficiently integrate any acquisitions that we may undertake;

•increased expenses, unforeseen liabilities, or write-downs and any impact on our operating results from any acquisitions we consummate;

•our ability to increase the size and productivity of our distribution channels;

•decisions by potential customers to purchase fleet management solutions from larger, more established vendors;

•timing of revenue recognition and revenue deferrals;

•insolvency or credit difficulties confronting our customers, including our Motive cardholders, which could increase due to U.S. and global macroeconomic issues, including tariffs, actual or perceived global banking and finance related issues, inflation, interest rate volatility, and market downturns, which would adversely affect their ability to purchase or pay for our platform, products, and services in a timely manner or at all;

•the perception of our brand in third-party rankings, as a result of benchmarking studies or other marketing efforts by our competitors;

•the cost and potential outcomes of litigation or other proceedings, which could have a material adverse effect on our business;

•future accounting pronouncements or changes in our accounting policies; and

•increases or decreases in our expenses caused by fluctuations in foreign currency exchange rates.

Many of our competitors have greater financial, technical, marketing, sales, and other resources, greater name recognition, longer operating histories, and a larger base of customers than we do. Our competitors may be able to devote greater resources to the development, promotion, and sale of their products and services than we can, and they may offer lower pricing than we do or bundle certain competing products and services at lower prices. Our competitors may also have greater resources for research and development of new technologies, customer support, and to pursue acquisitions, or they may have other financial, technical, or other resource advantages. Our competitors may also have substantially broader and more diverse product and service offerings and more mature distribution.

We operate a global business that exposes us to risks associated with conducting business in multiple jurisdictions.

We sell our platform in North America and the United Kingdom and have offices in these locations, as well as Pakistan, India, and Taiwan. A majority of our employees are located in the United States and Pakistan. Our ability to manage our business and conduct our operations globally requires considerable management attention and resources, including financial resources, and is subject to the challenges of supporting a rapidly growing business across multiple cultures, customs, legal, regulatory and compliance systems, and commercial infrastructures. Our future operating results and financial condition could be significantly affected by risks associated with conducting business in multiple jurisdictions, including, but not limited to, the following:

•difficulties in staffing and managing international operations due to differing employment laws, regulations, and practices, and differing expectations about ethical conduct and corruption;

•political instability, terrorism, and potential or actual military conflicts or civil unrest;

•economic instability in a specific country or region;

•managing compliance with legal and regulatory requirements and prohibitions that are increasingly complex, including compliance with local laws and regulations that differ or are conflicting among jurisdictions;

•complex and changing tax laws and regulations in various jurisdictions;

•potential restrictions on our ability to repatriate funds from our foreign subsidiaries;

•trade protection laws, policies, and measures;

•tariffs, import and export duties, customs levies, and value-added taxes;

•compliance with foreign and domestic import and export controls, economic sanctions, and anti-money laundering and anti-corruption laws and regulations, including various economic sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of Commerce, the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and similar laws and regulations of other jurisdictions for our business activities outside the United States, the violation of which could result in severe penalties including monetary fines, criminal proceedings, and suspension of import or export privileges;

•laws and regulations regarding consumer and data protection, privacy, AI, network security, encryption, and payments;

•anti-competition regulations and compliance requirements, including any new antitrust legislation that may be passed in the United States;

•environmental laws and regulations, such as those relating to climate change and waste disposal; and

•earthquakes, power shortages, telecommunications failures, water shortages, tsunamis, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics or pandemics, and other natural or man-made disasters or business interruptions in a region or specific country.

The potential criminal penalties for violations of import/export controls, economic sanctions, anti-corruption, and anti-competition laws, particularly the FCPA and similar statutes outside the United States, data privacy and protection laws, and environmental laws and regulations in many non-U.S. jurisdictions create heightened risks for our international operations. In the event that a governing regulatory body determined that we have violated any laws, including applicable import/export controls, economic sanctions, or anti-corruption laws, we could be fined significant sums, incur sizable legal defense costs, be subject to debarment, and/or our import/export capabilities could be restricted, which could have a material and adverse effect on our business and reputation.

Additionally, unethical or fraudulent activities perpetrated by our service providers, associates, third-party suppliers and partners, and strategic partners have exposed us in the past and in the future could continue to expose us to fraud, misappropriation, liability, and reputational damage. Such fraud, misappropriation, liability, and/or damage to our reputation for these or any other reasons could have a material adverse effect on our business, results of operations, and financial condition, particularly when accompanied by a breakdown in our internal controls, accounting processes, or governance oversight, and could require additional resources to rebuild our reputation. Further, failure to comply with applicable laws and regulations and failure to maintain an effective system of internal controls may subject us to fines or sanctions and incurrence of substantial legal fees and costs. While we have established policies, procedures, and internal controls designed to ensure accurate financial reporting and compliance with accounting standards, these controls may be circumvented, overridden, or rendered ineffective due to fraud, human error, or inadequate oversight. Our operating expenses could increase due to implementation of and compliance with existing and future laws and regulations or remediation measures that may be required if we are found to be noncompliant with any existing or future laws or regulations.

Further, regional instability caused by geopolitical conflicts, including but not limited to the conflicts in the Middle East, between India and Pakistan, and between Russia and Ukraine, and the tensions between China and Taiwan, could lead to disruption and volatility that could adversely impact our employees and how we operate our business.

Additionally, we have been and expect to continue to be subject to new and increasingly complex U.S. and non-U.S. government regulations that affect our operations in the United States and globally. Complying with such regulations may be time-consuming and costly, and compliance could result in the delay or loss of business opportunities. While we have implemented, and will continue to implement and maintain, measures designed to promote compliance with these laws, we cannot assure investors that such measures will be adequate or that our business will not be materially and adversely impacted in the event of an alleged violation.

We are also exposed to market risks related to foreign currency and interest rate fluctuations, particularly changes in the value of the U.S. dollar against local currencies, which can significantly impact our financial results. Currency variations, often driven by inflation, may affect sales, margins, profitability, and may positively or negatively impact our financial statements, which are reported in U.S. dollars. While we use a variety of financial instruments to manage these risks and monitor counterparty creditworthiness, our hedging activities may not fully mitigate the financial impact of adverse currency fluctuations.

Further, our long-term success depends, in part, on our ability to increase sales of our platform to customers located outside of the United States and our current, and any further, expansion of our

international operations further exposes us to the risks described above, which could have an adverse effect on our business, operating results, and financial condition. As we expand into new markets, these risks will be intensified and will have the potential to impact a greater percentage of our operations. While our ability to expand our international operations into new jurisdictions or further into existing jurisdictions will depend on limitations by federal, state, and local statutes, rules, regulations, policies and procedures, such expansions (depending on locality) will also depend in part, on our ability to identify potential acquisition candidates, joint venture or other partners, and enter into arrangements with these parties on favorable terms, as well as our ability to make continued investments to maintain and grow existing international operations. If the revenue generated by international operations is insufficient to offset expenses incurred in connection with the maintenance and growth of these operations, our business, operating results, and financial condition would be adversely affected. In addition, in an effort to make international operations in one or more given jurisdictions profitable over the long term, significant additional investments that are not profitable over the short term could be required over a prolonged period.

Because we depend on several third-party manufacturers to build our devices, we are susceptible to manufacturing delays that could prevent us from shipping customer orders on time, if at all, and may result in the loss of sales and customers. Additionally, third-party manufacturing cost increases and changes in the geopolitical environment could result in lower gross margins.

We outsource the manufacturing of our devices to contract manufacturing partners and original design manufacturing partners. Our reliance on our third-party manufacturers reduces our control over the manufacturing process, exposing us to risks, including reduced control over quality assurance, costs, supply, and timing, as well as possible tariffs, which have in the past increased, and may in the future increase, our costs of doing business, and reduce our cash reserves. Any manufacturing disruption related to our third-party manufacturers or their component suppliers for any reason, including global chip shortages, natural disasters and health emergencies, such as earthquakes, fires, power outages, typhoons, floods, health pandemics, and epidemics, and manmade events such as civil unrest, labor disruption, cyber events, international trade disputes, tariffs, international conflicts, terrorism, wars or other foreign conflicts, such as the war in Ukraine, the conflict in the Middle East, or tensions between China and Taiwan, and critical infrastructure attacks, could impair our ability to fulfill orders. If we are unable to manage our relationships with these third-party manufacturers effectively, or if these third-party manufacturers experience delays, increased manufacturing lead-times, disruptions, capacity constraints or quality control problems in their manufacturing operations, or fail to meet our future requirements for timely delivery, our ability to ship devices to our customers could be impaired and our business would be seriously harmed. Further, certain components for our devices come from Taiwan. Any increase in tensions between China and Taiwan, including threats of military actions or escalation of military activities, could adversely affect our manufacturing operations in Taiwan, which would have significant impacts on our business and operations.

These manufacturers fulfill our supply requirements on the basis of individual purchase orders. We have no long-term contracts or arrangements with our third-party manufacturers that guarantee capacity, the continuation of particular payment terms, or the extension of credit limits. Accordingly, they are not obligated to continue to fulfill our supply requirements, and the prices we are charged for manufacturing services could be increased on short notice. If we are required to change third-party manufacturers, our ability to meet our scheduled product deliveries to our customers would be adversely affected, which could cause the loss of sales and existing or potential customers, delayed revenue, or an increase in our costs, which could adversely affect our gross margins. Any production or shipping interruptions for any reason, such as a natural disaster, epidemics, pandemics, capacity shortages, quality problems, or strike or other labor disruption at one of our manufacturing partners or locations or at shipping ports or locations, would severely affect sales of our product lines reliant on devices manufactured by that manufacturing partner. Furthermore, manufacturing cost increases for any reason could result in lower gross margins.

In addition, some of our manufacturers, suppliers, and logistics providers may have more established relationships with larger-volume device manufacturers, and as a result of such relationships, such suppliers may choose to limit or terminate their relationship with us. Developing suitable alternate sources of supply for these devices and components may be time-consuming, difficult, and costly, and we may not be able to source these devices and components on terms that are favorable to us, or at all, which may adversely affect our ability to meet our requirements or provide our customers with our devices in a timely or cost-effective manner. Because our customers often must install our devices before being able to fully utilize our platform, any interruption or delay in the supply of any of these devices or components, or the inability to obtain these devices or components from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to onboard new customers.

Evolving trade policies, including the imposition of tariffs and other trade barriers by the United States and other countries, can have the effect of increasing production costs and creating disruptions and delays in supply chains. We expect that the occurrence of these developments in regions where we operate would likely increase the cost of our devices, disrupt supply chain logistics, and affect our ability to efficiently transport, store, and deliver our devices to customers, which could negatively impact our revenue growth and operating margins. Our efforts to optimize our supply chain and manufacturing practices in light of evolving trade policies, component, production, and transportation costs, and other factors can be expensive, time-consuming, and disruptive to our business, operating results, and financial condition and may not result in their intended consequences.

Managing the supply of our devices is complex. Insufficient supply and inventory may result in lost sales opportunities or delayed revenue, while excess inventory may harm our business, operating results, and financial condition.

Our third-party manufacturers and suppliers procure components for our devices based on our forecasts, and we generally do not hold significant inventory for extended periods of time. These forecasts are based on estimates of future demand for our platform, which can be adjusted based on historical trends and analysis and for overall market conditions, and we cannot guarantee the accuracy of our forecasts. In order to reduce manufacturing lead times and plan for adequate component supply, from time to time we may issue forecasts for components and products that are non-cancelable and non-returnable.

We rely on a limited number of suppliers for certain components of our devices. We generally purchase equipment or the components of equipment on a purchase order basis, and do not have long-term contracts guaranteeing supply. Our reliance on these suppliers exposes us to risks, including reduced control over production costs, constraints based on the then-current availability, terms, and pricing of these components.

Our inventory management systems and related supply chain visibility tools may be inadequate to enable us to accurately forecast and effectively manage supply of our devices. Supply management remains an increased area of focus as we balance the need to maintain supply levels that are sufficient to ensure competitive lead times against the risk of obsolescence because of rapidly changing technology and end-customer requirements. The technology industry has experienced component shortages, delivery delays, price increases, and service interruptions in the past, and we may experience shortages, delays, materially increased costs, or service interruptions in the future, including as a result of natural disasters, acts of war or international conflicts, epidemics or global pandemics, increased demand in the industry, or if our suppliers do not have sufficient rights to supply the components in all jurisdictions in which we may offer our platform, products, and services.

If we ultimately determine that we have excess and obsolete supply, we may have to record a reserve for excess material costs, or reduce our prices and write-down inventory, either of which in turn could result in lower margins. Alternatively, insufficient supply levels may lead to shortages that result in delayed revenue or loss of sales opportunities altogether as potential end customers are unable to access our platform and, as a result, turn to competitors’ products that are readily available. Additionally, any increases in the time required to manufacture our devices or ship these devices could result in supply

shortfalls. If we are unable to effectively manage our supply and inventory, our business, operating results, and financial condition could be adversely affected.

Security and privacy breaches may adversely impact our business, operating results, and financial condition.

Our platform and our third-party service providers host, process, store, and transmit our and our customers’ proprietary and sensitive data, including personal data about customers, employees, business partners, and others, as well as trade secrets. We collect such information from individuals located both in the United States and abroad and may host, process, store, or transmit such information outside the country in which it was collected. While we and our third-party service providers have implemented security measures designed to protect the privacy and security of such data, these measures have failed in the past and could fail or be insufficient in the future, resulting in the unauthorized access or disclosure, modification, misuse, destruction, or loss of our or our customers’ data or other sensitive information. We have experienced, and may in the future experience, security incidents; however, to date, these incidents have not had a material impact on our business, operating results, and financial condition. Any security breach, disruption, or other incident that may affect our platform, our source code and other proprietary information, our operational systems, physical facilities, or the systems of our third-party processors, or the perception that a breach has occurred, or other adverse impact to the availability, integrity, or confidentiality of such platform and systems, could result in litigation (including class actions), indemnity obligations, regulatory enforcement actions, investigations, compulsory audits, fines, penalties, mitigation, and remediation costs, disputes, reputational harm, diversion of management’s attention, and other liabilities and damage to our business, operating results, and financial condition.

We face evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of our or our customers’ confidential or personal data and our and our third-party service providers’ information technology systems, typically caused by human error, system misconfiguration, or from cyber-attacks, including distributed-denial-of-service attacks, reverse-engineering of AI algorithms, web scraping, ransomware attacks, business email compromises, computer malware, viruses, and social engineering (including phishing), malicious code embedded in open-source software, or misconfigurations, “bugs,” or other vulnerabilities in commercial software that is integrated into our and our third-party service providers’ information technology systems, products, or services, which are prevalent in our industry. These threats come from a variety of sources including nation-state sponsored espionage and hacking activities, corporate espionage, organized crime, sophisticated organizations, hacking groups and individuals, and insider threats. Our cybersecurity measures have been circumvented in the past and could be circumvented or fail in the future, leading to the compromise of our customers’ data, trade secrets, or other sensitive information.

We also face increased cybersecurity risks due to employees accessing company resources using personal (i.e., “bring-your-own-device”) or unmanaged devices on open networks that often lack enterprise-grade security controls. Employees may also circumvent existing controls, use shadow information technology that we are unable to monitor with precision, or transfer data outside the network in unforeseen ways, including as part of their use of AI-based tools. Future incidents, exposures, or breaches could compromise our information technology systems, which may result in sensitive information being accessed, publicly disclosed, lost, corrupted, or stolen, and if we have information stolen as a result, we cannot guarantee that the loss of such information will not be used in a manner harmful to us. All of these create additional opportunities for third parties to use or sell such information competitively against us and for cybercriminals to exploit vulnerabilities, enable unauthorized access, and use social engineering techniques to carry out a cyberattack. If our, our customers’, or our partners’ security measures are breached as a result of third-party action, human error, system misconfiguration, malfeasance, or otherwise, and, as a result, someone obtains unauthorized access to our platform including confidential or personal data of our customers, our reputation could be damaged, our business may suffer loss of current customers and future opportunities, and we could incur significant financial liability including fines, cost of recovery, and costs related to remediation measures.

Techniques used to obtain unauthorized access or to sabotage systems change frequently. As a result, we may be unable to fully anticipate these techniques or to implement adequate preventative measures. Further, state-supported and geopolitical-related cyberattacks may rise in connection with regional geopolitical conflicts which have increased the risk of cyberattacks on various types of infrastructure and operations. Threat actors are also beginning to utilize AI-based tools, including generative AI-based tools, to execute attacks, circumvent security controls, evade detection, and remove forensic evidence, creating unprecedented cybersecurity challenges. As a result, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or to avoid a material adverse impact to our information technology systems, confidential or personal data, or business. If an actual or perceived security breach or similar incident occurs, the market perception of our security measures could be harmed, and we could lose sales and customers. If we are, or are perceived to be, not in compliance with data protection, user privacy, or other legal or regulatory requirements or operational norms bearing on the collection, processing, storage, or other treatment of data records, including personal data, our reputation and operating performance may suffer. Any significant violations of data privacy could result in the loss of business, litigation, regulatory investigations and processes, and penalties that could damage our reputation and adversely impact our business, operating results, and financial condition.

We have certain contractual and legal obligations to notify customers and other stakeholders of security breaches. Most jurisdictions have enacted their own laws requiring companies to notify affected individuals, regulatory authorities, and relevant others of security breaches involving certain types of data, including personal data. The foregoing mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and may require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach.

A security breach or similar incident could lead to claims by our customers or other relevant stakeholders that we have failed to comply with such legal or contractual obligations. As a result, we could be subject to legal action or our customers could end their relationships with us. There can be no assurance that any limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages. While we maintain cybersecurity insurance, our insurance may be insufficient or may not cover all liabilities incurred by such attacks and insurance may not be available to us in the future on economically reasonable terms or at all.

Any adverse impact to the availability, integrity, or confidentiality of our data, systems, or physical facilities could result in disputes, claims, or litigation with our customers and impacted third parties, or investigations by government authorities. These proceedings could force us to incur significant expenditures in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation. If required to fundamentally change our business activities and practices or modify our platform, products, and services in response to such litigation, we would experience an adverse effect on our business. If a security breach were to occur, and the confidentiality, integrity, or availability of our data or the data of our customers and users was disrupted, we could incur significant liability, or our platform, products, and services may be perceived as less desirable, which could damage our reputation and negatively affect our business, operating results, and financial condition.

If our platform cannot be used with our customers’ existing vehicles, mobile devices, or third-party technology offerings, our business, operating results, and financial condition may be adversely affected.

The functionality and popularity of our platform depends, in part, on our ability to ensure it works with our customers’ existing vehicles, mobile devices, and third-party technology offerings. These technologies and the terms governing their use may change in a manner that makes our platform incompatible with our customers’ needs and adversely impact our ability to serve them.

For example, changes in vehicle telematics could impact how effectively our hardware devices transmit vehicle data, changes in mobile application design could limit the effectiveness of our Driver App or Fleet

App, and changes by third parties to their software could prevent us from offering effective integrations to our platform on our App Marketplace. These types of changes could negatively affect adoption of our platform and harm our business. If we fail to integrate our platform with our customers’ technologies and with third-party technologies that our customers use, we may not be able to offer the functionality that our customers need, which could adversely impact our business, operating results, and financial condition. In addition, customers may require our platform to comply with certain security or other certifications and standards. If we are unable to achieve, or are delayed in achieving, compliance with these certifications and standards, we may be disqualified from selling our platform to such customers, or may otherwise be at a competitive disadvantage, either of which could adversely affect our business, operating results, and financial condition.

If our platform fails to perform properly, whether due to material defects with the hardware devices, platform software, or mobile applications, our reputation could be adversely affected, our market share could decline, and we could be subject to claims for returns, refunds, credits, damages, indemnity, or other forms of liability, including lawsuits.

Our platform is inherently complex and includes hardware devices, platform software, and mobile applications. Any material interruptions in the availability of our software platform, or mobile applications, or material defects that cause our hardware devices to malfunction, could result in:

•loss of, or delayed, market adoption and sales;

•loss of or unintended disclosure of data;

•breach of warranty claims;

•sales returns, credits, or refunds;

•loss of customers, users, and potential customers;

•diversion of development and customer service resources;

•destruction or compromised integrity of data and/or intellectual property; and

•injury to our brand and reputation.

The costs incurred in correcting any material performance issues in our platform may be substantial and could adversely affect our operating results. For example, we regularly push firmware updates and enhancements to our hardware devices. In the event of an unknown latent “bug,” or of an external compromise, such as a mass attack or breach of our security tokens, the hardware devices that receive these updates and enhancements may be compromised and unable to resume operations. If this were to happen, we would incur expense to resolve the issue for our customers, including to replace any malfunctioning hardware devices, which would adversely impact our reputation, business, operating results, and financial condition.

Moreover, our devices are subject to man-in-the-middle attacks, where a device or single group of devices may be compromised physically, when in customer hands or in transit. Given the nature of our business, we may be the target of state actors or hackers.

In addition, our products rely on data input by our customers for accuracy and continued operations. To the extent that data is inaccurate, due to user error or other manipulation or circumvention (for example, drivers using technology to evade monitoring), our platform will not perform as intended, which may result in harm to our reputation, business, operating results, and financial condition.

Further, we rely on our information technology systems, and those of other third parties, to process, transmit, and store electronic information. Our ability to effectively manage our business depends significantly on the reliability and capacity of these systems.

Our information technology systems, and those of the third parties on whom we rely, may be subject to damage or interruption from telecommunications problems, data corruption, data errors, software errors, fire, flood, acts of war, terrorism, armed conflicts, global pandemics, natural disasters, power outages, systems disruptions, system conversions, system updates, or human error. Our existing controls, safety systems, data backup, access protection, user management, and information technology emergency planning may not be sufficient to prevent data loss, long-term network outages, or other negative impacts to the usability of our platform. Our production systems may not be sufficiently resilient against regional outages and recovery from such an outage may take an extended period of time. While we have a data recovery plan, our data backup systems may fail and our data recovery plans may be insufficient to fully recover all of our or our customers’ data hosted on our system. In addition, we may have to upgrade our existing information technology systems or choose to incorporate new information technology systems from time to time in order to support the requirements of our growing and increasingly complex business. Introduction of new technology, or upgrades and maintenance to our existing systems, could result in increased costs or unforeseen problems which may disrupt or reduce our operating efficacy.

We have in the past and may in the future encounter service interruptions, outages, or disruptions due to issues integrating with our customers’ information technology systems, including, but not limited to, stack misconfigurations or improper environment scaling, defective updates or upgrades, our customers’ inability to access the internet, the failure of our network or software systems, security breaches, variability in user traffic for our platform or due to cybersecurity attacks on our or our customers’ information technology systems. For example, if our cloud hosting providers or the hosting provider of any of our third-party technology partners were to experience interruptions, delays, outages, or other service interruptions, including as a result of customer demand, that may impact our ability to provide service to our customers. We may be required to issue credits or refunds or otherwise be liable to our customers for damages they may incur resulting from certain of these events.

Our subscription agreements typically contain service-level commitments (“SLAs”) regarding platform availability and support. If we fail to meet these commitments, we may be obligated to provide affected customers with service credits, which would reduce our revenue in the periods in which such credits are applied.

Under our current standard agreements, service credits are the exclusive contractual remedy for SLA failures. While these agreements provide a right of termination for a material breach of the agreement that is not cured within the applicable notice period, isolated or recurring SLA shortfalls do not, in and of themselves, give rise to a termination right. However, a limited number of our legacy customer agreements, which are not representative of our current contracting practices, may provide for additional remedies, including, in rare instances, a right of termination for significant SLA failures.

Regardless of the specific contractual remedies, any prolonged downtime or significant performance issues could result in increased costs, reduced renewals, customer attrition, and reputational harm, any of which could adversely affect our business, operating results, and financial condition. While we currently maintain errors and omissions insurance, it may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our policy may not cover all claims made against us and defending a suit, regardless of its merit, could be costly and divert management’s attention.

If we are not able to maintain and enhance our brand and reputation, our business, operating results, and financial condition may be adversely affected.

We believe that maintaining and enhancing our brand and our reputation is critical to our relationship with existing customers and strategic partners and our ability to attract new customers and partners. The successful promotion of our brand depends on a number of factors, including our ability to develop additional features for our platform, our ability to successfully differentiate our platform from competitive products and services, our marketing efforts, and, ultimately, our ability to provide value to our customers. Although we believe it is important for our growth, our brand promotion activities may not be successful or yield increased revenue.

Harm to our brand and our reputation can also arise from many other sources, including competitor litigation and employee misconduct, which we have experienced in the past, and misconduct by our consultants, suppliers, and other third-party service providers that may result in data loss or technology failure. Under certain circumstances, our employees may misuse their access to our platform to secure an improper advantage. Any such misuse of our platform could result in negative press coverage and negatively affect our reputation, which could result in harm to our business, reputation, and operating results.

The perception of our platform in the marketplace may be significantly influenced by independent industry and research firms who evaluate and provide reviews of our platform, as well as those of our competitors. If reviews of our platform are negative, or less positive, compared to those of our competitors’, our brand may be adversely affected.

Our strategic partners may also affect our brand and reputation. If customers do not have a positive experience with these partners, it could harm our reputation with our customers.

Negative publicity about us, including about our management, the efficacy and reliability of our platform, our product offerings, our professional services, and the customers we work with, even if inaccurate, could adversely affect our reputation and brand.

Finally, we rely on a combination of intellectual property laws to establish and protect our rights over our brand. For more information, see the risk factor titled “—Failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights could enable others to copy or use aspects of our platform without compensating us, which could harm our brand, business, operating results, and financial condition.”

We rely heavily on our direct sales force, and any inability to successfully build, scale, retain, or motivate our sales organization could adversely affect our business, operating results, and financial condition.

We rely heavily on our direct sales force to drive customer acquisition, expand adoption and usage among existing customers, and support our growth into new verticals and geographic markets. The successful execution of our strategy requires us to continually build, scale, and expand our direct sales force, both in the United States and internationally.

We have made, and expect to continue to make, significant investments to recruit, hire, train, and retain highly qualified sales personnel with the skills and technical knowledge necessary to market and sell our platform, products, and services. Competition for skilled sales professionals, especially those with experience in fleet management and AI-enabled software, is intense, and the costs associated with attracting and retaining such personnel may be substantial.

Newly hired sales personnel require significant time and resources to become fully productive. Our investments in training, onboarding, and sales operations may not yield anticipated results if new hires do not achieve productivity as quickly as expected or at all, or if turnover increases and we are unable to backfill roles with similarly qualified individuals in a timely manner. Further, as we continue to expand into new customer segments, industries, or geographic markets, we may encounter challenges identifying sales candidates with relevant experience or language and cultural competencies, which could slow or hinder our expansion plans.

If we do not successfully scale, develop, and support our direct sales organization—for example, if we fail to hire enough qualified sales personnel commensurate with our growth and new product releases, fail to provide effective ongoing training, professional development, and incentives, fail to adapt our sales processes as we expand internationally or target new markets or use cases, or fail to retain key sales personnel or replace departing sales leaders and high-performers—then our business, operating results, and financial condition may be materially and adversely affected.

In addition, any significant disruption, restructuring, or realignment of our sales organization (whether due to management changes, adjustments in sales strategy, changes to compensation structures, or internal reorganizations) could temporarily reduce productivity, disrupt customer relationships, or delay new customer acquisition and expansion sales. Motivating, retaining, and scaling our sales force, while also maintaining the quality of customer engagement and support, will require large and sustained investments. There can be no assurance that these investments will produce desired outcomes or that our sales organization will be able to meet our evolving business objectives.

Furthermore, because of our heavy dependence on direct sales execution, our operating results may be subject to significant fluctuations based on the performance, regional allocation, or turnover of our sales personnel. If we fail to hire the right talent, we will be unable to execute on our sales strategy to attract new customers, expand sales to existing customers, achieve our growth targets, and respond to competitive developments, any or all of which could adversely affect our business, operating results, and financial condition.

Business disruptions or performance problems associated with our technology and infrastructure, including interruptions, delays, or failures in service from our third-party cloud computing platform and other third-party service providers, could adversely affect our business, operating results, and financial condition.

We have experienced, and may in the future experience, disruptions, data loss, outages, and other performance problems with our platform and infrastructure due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints, or security-related incidents. If our platform is unavailable or if our customers are unable to access our platform within a reasonable amount of time, or at all, we may experience loss of customers, damage to our brand, or other harm to our business. Our customers rely on our platform to manage their fleets, equipment, sites, and other physical operations, and for compliance with various laws. If we do not effectively address capacity constraints, upgrade our systems, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, operating results, and financial condition could be adversely affected.

A significant portion of our platform and business operations run on a third-party cloud computing platform. Any disruption or failure of our third-party cloud computing platform, or other third-party service providers that we use, could cause delays in completing sales and providing services. The causes for such disruptions or failures could include a major earthquake, blizzard, fire, cyberattack, act of terrorism, or other catastrophic event, a decision by one of our third-party service providers to close facilities that we use without adequate notice, or other unanticipated problems with the third-party services that we use, including a failure to meet service standards.

We rely on third parties to provide many essential financial and operational services to support our business. Many of these vendors are less established and have shorter operating histories than traditional software vendors. Moreover, these vendors may provide their services to us through a cloud-based model instead of software that is installed on our premises. As a result, we depend upon these vendors to provide us with services that are always available and are free of errors or defects that could cause disruptions in our business processes. Any failure by these vendors to do so, or any disruption in our ability to access the internet, would materially and adversely affect our ability to manage our operations.

Some of our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. Further, our business or network interruption insurance may not be sufficient to cover all of our losses that may result from interruptions in our service as a result of system failures and similar events.

Interruptions or performance problems with our technology and infrastructure or that of our third-party service providers could, among other things:

•disrupt our critical business operations, controls, or procedures or IT systems;

•severely affect our ability to conduct normal business operations;

•result in a material weakness in our internal control over financial reporting;

•result in our issuing credits or paying penalties or fines;

•cause our customers to terminate their subscriptions;

•harm our brand and reputation;

•adversely affect our renewal rates or our ability to attract new customers; or

•cause our platform to be perceived as not being secure.

Any of the above could adversely affect our business, operating results, and financial condition.

Our ability to deliver key products and drive growth depends in part on strategic partnerships across a variety of sectors, and any disruption or diminished cooperation could adversely affect our business, operating results, and financial condition.

We maintain and rely on a diverse ecosystem of strategic partners, including insurance companies, professional service providers, vendor finance partners, vehicle and equipment manufacturers, card and network partners, technology integration providers, and public sector channel partners, which strengthen our customer experience, extend our market reach, and support the delivery of our products and services. These relationships are important to our business model, but we do not control our partners’ priorities or resources, and any disruption, termination, or shift in focus could materially impact our business, operating results, and financial condition, including customer retention and growth.

We experience a number of risks in connection with our strategic partnerships, including those relating to supply chain delays and manufacturing dependencies, vendor and customer financing arrangements, card program management and credit and fraud risk, and integration and compatibility challenges. Our strategic partners generally retain the ability to alter, deprioritize, or discontinue their relationship with us; they may also contract with competitors or develop competing offerings. Failure by key partners to deliver on their responsibilities, adverse changes in partner agreements, or reputational harm suffered by our partners could negatively affect our business, operating results, and financial condition.

We may be subject to product liability, warranty, and recall claims that could result in significant direct or indirect costs, or we could experience greater device returns than expected, either of which could have an adverse effect on our business, operating results, and financial condition.

We are subject to the risk of product liability and warranty claims if our devices actually or allegedly fail to perform as expected or result, or are alleged to result, in bodily injury and/or property damage. Certain technologies incorporated in our devices may increase the risk profile of such devices. While we maintain what we believe to be reasonable insurance coverage to appropriately respond to such liability exposures, large product liability claims, if made, could exceed our insurance coverage limits and insurance may not continue to be available on commercially acceptable terms, if at all. We may not obtain enough insurance to adequately mitigate such operations-related risks, and we may have to pay high premiums, self-insured retentions, or deductibles for the coverage we do obtain. There can be no assurance that we will not incur significant costs to defend these claims or that we will not experience any product liability losses in the future.

Most of our hardware, including our AI Dashcam, AI Omnicam, Smart Dashcam, Vehicle Gateway, Asset Gateway Mini, Environmental Sensor, Engine Immobilizer, and Driver ID Reader, is covered by a limited warranty. If a product is found to have certain covered defects within the applicable warranty period, we will, at our discretion, repair or replace the affected hardware or, in certain cases, refund the customer a portion of the purchase price.

If any of our devices or components are, or are alleged to be, defective, we may be required to participate in recalls, exchanges, repairs, or customer claims against us, including warranty claim requests made under these terms. Since our customers use our solutions for critical aspects of their businesses, any errors, defects, disruptions, service degradations, or other performance problems with our solutions could hurt our reputation and may damage our customers’ businesses. Such issues may result in our customers delaying or withholding payment to us, cancelling their agreements, declining to renew, or making service credit claims, warranty claims, or other claims against us, with potential loss of future sales. The costs associated with honoring product warranties and bearing the cost of repair, replacement, or refunds may exceed our historical experience, which could have a material adverse effect on our business, operating results, and financial condition.

We face risks associated with the growth of our business and platform in new use cases.

We have expanded and plan to continue to expand the use cases for our platform, including to those where we may have limited operating experience, and may be subject to increased business, technology, and economic risks that could affect our business, operating results, and financial condition. Expanding the use cases for our platform will continue to require significant resources, and there is no guarantee that such efforts will be successful or beneficial to us. Further, to the extent we expand into and within new use cases that are heavily regulated, we would face additional regulatory scrutiny, risks, and burdens from the governments and agencies which regulate those markets and industries, which could also increase our cost of doing business. Any failure to successfully expand into new markets and within existing use cases for our platform could harm our business, operating results, and financial condition.

Our ability to maintain customer satisfaction depends in part on the quality of our customer support. Failure to maintain high-quality customer support could have an adverse effect on our business, operating results, and financial condition.

We believe that the successful use of our platform, products, and services requires a high level of support and engagement for many of our customers. Increased demand for customer support, without corresponding increases in revenue, could increase our costs and adversely affect our business, operating results, and financial condition.

There can be no assurance that we will be able to hire sufficient support personnel as and when needed, particularly if our sales exceed our internal forecasts. Additionally, our customer support team uses third-party AI tools to assist them with responding to and resolving customer inquiries. To the extent that we are unsuccessful in hiring, training, and retaining adequate support resources or utilizing AI tools for customer support, our ability to provide high-quality and timely support to our customers will be negatively impacted, and our customers’ satisfaction and their usage of our infrastructure could be adversely affected.

Our Spend Management product exposes us to credit risk and other risks related to our customers’ ability to pay the balances incurred on their Motive Cards.

We offer our Motive Cards to a wide range of businesses, and the success of this product depends on our ability to effectively manage risks and detect fraud related to their use of the Motive Card. The credit decision-making process for issuing Motive Cards uses proprietary risk models and other techniques designed to analyze the credit risk of specific businesses based on, among other factors, their past purchase and transaction history. In addition, we bear the entire credit risk and are liable to the issuing bank to settle the transaction and may incur losses as a result of claims from the issuing bank. While we always seek to recover any losses from a customer, we may not fully recover them if a customer is unwilling or unable to pay due to their financial condition. Because we are liable to the issuing bank, we may also bear the risk of losses if a customer does not provide payment due to fraudulent or disputed transactions, which we have experienced in the past. We are also subject to risk from fraudulent acts of our customers’ employees or contractors. We have a fraud protection guarantee of up to $250,000 for customers that use our Motive Card, which exposes us to potentially significant and unpredictable losses in the event of fraudulent activity, which in turn could materially and adversely affect our business,

operating results, and financial condition. Additionally, criminals are using increasingly sophisticated methods to engage in illegal activities which they may use to target us, including “skimming,” counterfeit payment cards, and identity theft. A single, significant incident or a series of incidents of fraud or theft involving Motive Cards could result in reputational damage to us, potentially reducing the use and acceptance of our Spend Management product or leading to greater regulation that would increase our compliance costs. Fraudulent activity could also result in the imposition of regulatory sanctions, including significant monetary fines. The foregoing could have a material adverse effect on our business, operating results, and financial condition.

Our failure to comply with our third-party card issuer’s program requirements may adversely impact our ability to offer our Spend Management product and issue Motive Cards.

We have entered into an agreement with a third-party card program manager to issue Motive Cards, process Motive cardholder transactions, and manage the relationships with the issuing bank and the card network. Our entry into this program requires us to meet security, compliance, and operational obligations. If we are not able to comply with those obligations or our agreement with the third-party card program manager is suspended, limited, or otherwise terminated for any reason (including, but not limited to, the failure by an issuing bank to comply with applicable regulations), we could experience service interruptions as well as suspension of services, delays, and additional expenses, and we may be unable to replace these services on competitive terms, or at all, which could adversely affect our ability to offer our Spend Management product and issue Motive Cards.

Our reliance on third-party vendor financing arrangements for customer purchases exposes us to risks of transaction discounts, deal loss if financing is unavailable or declined, and potential constraints on our customer base and revenue growth. If our customers are unable to obtain necessary credit approval, or our financing partners are unable or unwilling to fund new purchase arrangements, our sales process may be delayed or abandoned, which could adversely affect our business, operating results, and financial condition.

A significant and growing proportion of our customers pay for their subscriptions with funds borrowed from third-party lenders. We refer to these loans as vendor-financing arrangements. Under these arrangements, we receive the contract value net of fees from the lender, who assumes the risk of nonpayment by the customer. As a result, we face only minimal direct exposure to losses from customer non-payment post-funding, and are generally not subject to recourse by the lender in such circumstances, beyond our standard obligations (such as product warranty and customer onboarding).

However, our ability to recognize revenue for these sales is contingent on the customer’s ability to satisfy lender credit approval requirements and the lender’s willingness and capacity to fund new arrangements, which are dependent on the customer’s financial standing, submission of supporting documentation, and prevailing economic and credit market conditions. If a customer is denied credit or the lender declines or delays funding, we may not be able to complete the sale or recognize the associated revenue.

In certain cases, if a customer defaults post-funding, our agreements may require, at the request of the financing partner and subject to contractual terms, that we suspend or interrupt ongoing service to the customer until payment is regularized, which could negatively impact our customer operations and satisfaction, as well as our reputation. These arrangements are generally non-cancellable and cannot be downsized mid-term, and customers remain responsible for their full payment obligation even if their business needs decrease, which may heighten the likelihood of customer frustration, disputes, or non-renewal at contract end.

Any material reduction in the availability of third-party vendor financing, tightening of lender credit criteria, deterioration in lender financial condition, or adverse trends in customer creditworthiness could affect our ability to attract new customers, grow our revenue, and maintain profitability, and would ultimately harm our business, operating results, and financial condition.

Our future growth depends, in part, on sales to the public sector, and significant changes in the contracting or fiscal policies of such government organizations could adversely affect our business, operating results, and financial condition.

Our future growth depends, in part, on increasing sales to state and local government organizations, which we refer to as the public sector. Demand from the public sector is often unpredictable and subject to budgetary uncertainty. We have made significant investments to address the public sector, but we cannot assure you that these investments will be successful, or that we will be able to maintain or grow our revenue from the public sector. Although we anticipate that they may increase in the future, sales to the public sector have not accounted for, and may never account for, a significant portion of our revenue. Sales to the public sector are subject to a number of challenges and risks that may adversely affect our business, operating results, and financial condition, including the following risks:

•selling to the public sector can be highly competitive, expensive, and time consuming, often requiring significant upfront time and expense without any assurance that such efforts will generate a sale;

•we and our third-party vendors are subject to requirements relating to government certification, software supply chain, or source code transparency which may change and, in doing so, restrict our and their ability to sell into the government sector until we or they have attained the revised certification or meet other new requirements;

•government demand and payment for our platform may be impacted by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our platform, including as a result of sudden, unforeseen, and disruptive events such as government shutdowns, government defaults on indebtedness, war, regional geopolitical conflicts around the world, incidents of terrorism, natural disasters, and public health concerns or epidemics;

•governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in their discontinuing use of our platform, which would adversely impact our revenue and operating results, or institute fines or civil or criminal liability if an investigation, audit, or other review, were to uncover improper or illegal activities;

•governments may require certain devices to be manufactured, produced, hosted, or accessed solely in their country or in other relatively high-cost locations, and we may not produce or host all devices in locations that meet these requirements, affecting our ability to sell these products to government organizations; and

•refusal to grant certain certifications or clearance by one government agency, or decision by one government agency that our devices do not meet certain standards, may cause reputational harm and cause concern with other government agencies.

The occurrence of any of the foregoing could cause government organizations to delay or refrain from purchasing our platform in the future or otherwise adversely affect our business, operating results, and financial condition. Furthermore, in January 2025, President Donald Trump announced an executive order establishing the Department of Government Efficiency in an effort to maximize government efficiency and productivity. Pressures on and uncertainty surrounding the U.S. federal government’s budget and potential changes in budgetary priorities, could adversely affect the funding for and purchases of our platform by government organizations.

Seasonality may cause fluctuations in our operating results and financial position.

We have experienced, and expect to continue to experience in the future, seasonality in our business. This seasonal trend affects the timing of our revenue, expenses, and cash flows, and may affect our operating results and financial condition. For example, we believe that the seasonality we experience is in part due to our customers’ procurement cycles, as many customers look to spend the unused portions of their budgets prior to the end of their fiscal years, as well as the timing and structure of our internal sales incentive and compensation programs. We expect to enter into a higher percentage of agreements with

new customers, as well as renewal agreements with existing customers, in the second half of our fiscal year. We expect that this seasonality will continue to affect our operating results in the future and may become more pronounced as we continue to target larger customers.

This seasonality is reflected to a much lesser extent, and sometimes is not immediately apparent, in revenue, due to the fact that we recognize subscription revenue ratably over the term of the subscription. As a result, seasonality may cause fluctuations in our financial results, and other trends that develop may similarly impact our operating results. The variability and unpredictability of our quarterly operating results or other operating metrics could result in our failure to meet our expectations or those of industry or financial analysts. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our Class A common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.

Changes in our pricing, packaging, or billing models could adversely affect our business, operating results, and financial condition.

We have from time to time made changes to our pricing, packaging, and billing models, and we expect to make changes to our pricing, packaging, and billing models in the future. Our current pricing, packaging, and billing models may not accurately reflect the optimal pricing, packaging, and billing models necessary to attract new customers and retain existing customers, which makes it difficult to accurately plan and forecast our operating results. The introduction of alternative billing arrangements may impact our business, operating results, and financial condition and may make forecasting our operating results more difficult and result in comparisons to periods prior to the updates being less meaningful as some of the drivers underlying our business model will have changed.

Moreover, as the market for our platform matures, as we continue to add additional offerings to our platform, and as competitors introduce new products and services that compete with ours, we may be unable to attract new customers and retain existing customers at the same price or based on the same billing models as we have used historically. We may from time to time decide to make further changes to our billing models due to a variety of reasons, including, but not limited to, changes to the market for our platform, increased use of AI, pricing pressures, and the introduction of new products and services by competitors. Changes to the components of our billing models may result in customer dissatisfaction, lead to a loss of customers, and negatively impact our business, operating results, and financial condition. Moreover, our ability to increase or maintain prices may be constrained by competitive dynamics, customer expectations or pressure to provide discounts, or economic conditions. If we are unable to increase prices to offset rising costs, or if price increases significantly reduce customer demand, our business, operating results, and financial condition could be negatively impacted.

Because we recognize revenue from subscriptions to our platform over the term of the subscription, downturns or upturns in new business will not be immediately reflected in our operating results.

We generally recognize revenue from customers ratably over the term of their subscription, which typically ranges from one to five years. As a result, a substantial portion of the revenue we report in each period is attributable to the recognition of deferred revenue relating to agreements that we entered into during previous periods.

Due to our primary model of recognizing revenue ratably, a change in new sales or renewals in any one period is not immediately reflected in our revenue for that period. Any such change, however, will affect our revenue in future periods. Accordingly, the effect of downturns or upturns in new sales and potential changes in our rate of renewals will not be fully reflected in our operating results until future periods. Consequently, we may be unable to adjust our cost structure in a timely manner in response to a significant deterioration in sales or renewals, which could adversely affect our business, operating results, and financial condition.

In arrangements involving third-party vendor finance partners, we also recognize revenue ratably, but receive payment for the entire customer subscription contract upfront, net of financing fees paid by us on behalf of the customer. Under these agreements, the customer makes scheduled repayments directly to the finance partner. While this arrangement accelerates our cash flow and eliminates our exposure to the end customer’s credit risk, we retain certain performance-related risks. Our agreements with these finance partners generally require us to provide warranties and to indemnify them against losses resulting from any material breach of our underlying contract with the customer. A failure to meet these obligations could expose us to financial liability and could harm our business, operating results, and financial condition.

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

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate. Market opportunity estimates and growth forecasts included in this prospectus, 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, including due to the risks described herein. Even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all.

Our market opportunity may change over time and there is no guarantee that any particular number or percentage of addressable customers covered by our market opportunity estimates will purchase our platform at all or generate any particular level of revenue for us. Any expansion in the markets in which we operate depends on a number of factors, including, but not limited to, the cost, performance, and perceived value associated with our platform and those of our competitors. Even if the markets in which we compete meet the size estimates and growth as forecasted, our business could fail to grow at similar rates, if at all. Our growth is subject to many factors, including, but not limited to, our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, our forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

Our platform relies on cellular and GPS networks and any disruption, failure, or increase in costs of these networks could adversely affect the functionality of our platform, products, and services and impede our profitability and harm our business, operating results, and financial condition.

Two critical links in our current platform offerings are between our devices and GPS satellites and between our devices and cellular networks, which allow us to obtain location and other operational data and transmit that data to our platform. Service outages occurring in the cellular network upon which our platform relies or lack of coverage in certain locations have affected and may in the future adversely affect the functionality of our platform, products, and services. Moreover, technologies that rely on GPS depend on the use of radio frequency bands, and any modification of the permitted uses of these bands may adversely affect the functionality of GPS and, in turn, our solution.

Additionally, increases in the fees charged by cellular carriers for data transmission, changes to the conditions by which our cellular carriers provide service on their or their partners’ networks, or changes in the cellular networks themselves, such as a cellular carrier discontinuing support of the network currently used by our or our customers’ devices, could increase our costs and impact our profitability. Mobile carriers regularly discontinue radio frequency technologies as they become obsolete. If we are unable to design our solution into new technologies, our business, operating results, and financial condition could be harmed.

Existing and future acquisitions, strategic investments, partnerships, or alliances could be difficult to identify and integrate, divert the attention of key management personnel, disrupt our business, dilute stockholder value, and adversely affect our business, operating results, and financial condition.

As part of our business strategy, we have in the past and expect to continue to make investments in and/or acquire complementary companies, services, products, technologies, or talent. All of our acquisitions and investments are subject to a risk of partial or total loss of investment capital. Our ability as an organization to acquire and integrate other companies, services, or technologies in a successful manner is not guaranteed.

In the future, we may not be able to find suitable acquisition candidates, and we may not be able to complete such acquisitions on favorable terms, if at all. Our due diligence efforts may fail to identify all of the challenges, problems, liabilities, or other shortcomings involved in an acquisition. Further, current and future changes to the U.S. and foreign regulatory approval process and requirements related to acquisitions may cause approvals to take longer than anticipated, not be forthcoming, or contain burdensome conditions, which may prevent the transaction or jeopardize, delay, or reduce the anticipated benefits or synergies of the transaction, and impede the execution of our business strategy. If we do complete acquisitions, we may not ultimately strengthen our competitive position or ability to achieve our business objectives, and any acquisitions we announce or complete could be viewed negatively by our customers or investors. For example, in 2020, we elected to wind down our acquisition of a freight brokerage company due our inability to achieve our business objectives.

If we are unsuccessful at integrating acquisitions, or the technologies and personnel associated with such acquisitions into our company, the business, operating results, and financial condition of the combined company could be adversely affected. Any integration process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, causing unanticipated write-offs or accounting (including goodwill) charges. Additionally, integrations could take longer than expected, or if we move too quickly in trying to integrate an acquisition, strategic investment, partnership, or other alliance, we may fail to achieve the desired efficiencies.

We have had, and may in the future have, to pay cash, incur debt, or issue equity securities to pay for any such acquisition, each of which could adversely affect our financial condition and the market price of our Class A common stock. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to our stockholders, which, depending on the size of the acquisition, may be significant. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.

Furthermore, our ability to make acquisitions and finance acquisitions through the sale of equity or issuance of debt is limited by certain restrictions contained in the Credit Agreement and the Convertible Securities (each as defined below). For additional information, see the section titled “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources.”

Additional risks we may face in connection with acquisitions include:

•diversion of management’s time and focus from operating our business to addressing acquisition integration challenges;

•the inability to coordinate research and development and sales and marketing functions;

•the inability to integrate solution and service offerings;

•retention of key employees from the acquired company;

•changes in relationships with strategic partners or the loss of any key customers or partners as a result of acquisitions or strategic positioning resulting from the acquisition;

•cultural challenges associated with integrating employees from the acquired company into our organization;

•integration of the acquired company’s accounting, customer relationship management, management information, human resources, and other administrative systems;

•the need to implement or improve controls, procedures, and policies at a business that prior to the acquisition may have lacked sufficiently effective controls, procedures, and policies;

•unexpected security risks or higher than expected costs to improve the security posture of the acquired company;

•higher than expected costs to bring the acquired company’s IT infrastructure up to our standards;

•additional legal, regulatory, or compliance requirements;

•financial reporting, revenue recognition, or other financial or control deficiencies of the acquired company that we do not adequately address and that cause our reported results to be incorrect;

•liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities;

•failing to achieve the expected benefits of the acquisition or investment; and

•litigation or other claims in connection with the acquired company, including claims from or against terminated employees, customers, current and former stockholders, or other third parties.

Our failure to address these risks or other problems encountered in connection with acquisitions and investments could cause us to fail to realize the anticipated benefits or synergies of these acquisitions or investments, cause us to incur unanticipated liabilities, and harm our business generally.

Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.

We regularly review key business metrics, including annualized recurring run-rate (“ARR”) and Large Customers (as defined in the section titled “Management’s discussion and analysis of financial condition and results of operations”), and other measures to evaluate growth trends, measure our performance, and make strategic decisions. These metrics are calculated using internal company data and have not been validated by an independent third party. While these numbers are based on what we believe to be reasonable estimates for the applicable period of measurement at the time of reporting, there are inherent challenges in such measurements. If we fail to maintain effective processes and systems, our metrics calculations may be inaccurate, and we may not be able to identify those inaccuracies. We regularly review our processes for calculating these metrics, and from time to time we make adjustments to improve their accuracy. Moreover, we may periodically change the definition or methodology underlying our metrics. If our key metrics are inaccurate or if investors perceive any changes to our key business metrics or the methodologies for calculating these metrics negatively, our business could be adversely affected.

Adverse global macroeconomic conditions or reduced spending on fleet management technology could adversely affect our business, operating results, and financial condition.

Our business depends on the overall demand for fleet management solutions and technology solutions for the physical economy and on the economic health of our current and prospective customers. As the

landscape for the types of solutions that we offer evolves, the purchase of certain of our products and services may be considered discretionary and involve a significant commitment of capital, implementation, and other resources by an organization and, as a result, prospective customers may decide not to purchase our platform, products, and services and existing customers may reduce their use of our products and services. Weak global and regional economic conditions—including, but not limited to, U.S. and global macroeconomic issues, actual or perceived global banking and finance related issues, any economic impacts due to changes in U.S. federal spending, changes in tariffs and trade restrictions, labor shortages, supply chain disruptions, fluctuating interest rates and inflation, changes in spending environments, geopolitical instability, warfare, and uncertainty, including the effects of geopolitical conflicts—could result in longer sales cycles, pressure to lower prices for our platform, reduced sales to new or existing customers, or slower or declining growth of our business or negatively impact our ability to attract new customers, retain existing customers, or increase the adoption of our platform, products, and services by new and existing customers, any of which would adversely affect our business, operating results, and financial condition. Deterioration in economic conditions in any of the countries in which we do business could also cause slower or impaired collections on accounts receivable, which may adversely impact our liquidity and financial condition.

The imposition of tariffs, border taxes, or other barriers to trade may directly or indirectly impact our business, operating results, financial condition, and stock price, including as a result of any impact on our customers that may reduce demand for our platform, products, and services. For example, the United States has recently announced tariffs, certain of which have been temporarily suspended, on imported goods from most countries and select countries have announced retaliatory tariffs in response, contributing to volatility in the markets. There can be no assurance that we will be able to mitigate the impacts of the foregoing or any future changes in global trade dynamics on our business.

We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as war and regional geopolitical conflicts around the world, that could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce, and the global economy, and thus could have an adverse effect on us. Our business operations are also subject to interruption by fire, power shortages, flooding, and other events beyond our control. In addition, our global operations expose us to risks associated with public health crises, such as pandemics and epidemics, which could harm our business and cause our operating results to suffer. Further, acts of war, armed conflict, terrorism, and other geopolitical unrest, such as the conflicts in the Middle East, between India and Pakistan, and between Russia and Ukraine, could cause disruptions in our business, the businesses of our partners or customers, or the economy as a whole. Moreover, the risks associated with AI technology are still unknown and advances in AI could pose risks, including, but not limited to, cyberattacks, terrorism, disruption to labor markets, criminal misuse, autonomous warfare, and catastrophic accidents.

In the event of a natural disaster, including, but not limited to, a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, cyberattack, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in development of our platform, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results. Climate change could result in an increase in the frequency or severity of such natural disasters. Moreover, any of our office locations may be vulnerable to the adverse effects of climate change. For example, we have corporate offices located in California, a state that frequently experiences earthquakes, wildfires, and resultant air quality impacts and power shutoffs associated with wildfire prevention, heatwaves, and droughts. These events can, in turn, have impacts on inflation risk, food security, water security, and on our employees’ health and well-being. Additionally, all the aforementioned risks will be further increased if we do not implement an effective disaster recovery plan or our partners’ or customers’ disaster recovery plans prove to be inadequate.

Risks related to our people

We rely on Shoaib Makani, our co-founder, Chief Executive Officer, and a member of our board of directors, other members of our management team, and other key employees and will need additional skilled personnel to grow our business. The loss of one or more key employees or our inability to hire, integrate, train, manage, retain, and motivate qualified personnel, including members of our board of directors, could harm our business.

Our future success depends, in part, on our ability to hire, integrate, train, manage, retain, and motivate the members of our management team and other key employees throughout our organization. In particular, we are highly dependent on the services of Shoaib Makani, who is critical to the development of our technology, products, platform, future vision, and strategic direction.

The loss of key personnel, including members of our management team, our board of directors, and certain highly-skilled members of our sales, marketing, product, technology, support, business systems, finance, legal, or people teams, could disrupt our operations and have an adverse effect on our ability to grow our business. We also do not maintain key person insurance on any members of our management team in the event of a loss due to death or disability. From time to time there have been, and may in the future be, changes in our management team. While we seek to manage any such transitions carefully, such changes may result in a loss of institutional knowledge, cause disruptions to our business, and negatively affect our business.

Competition for highly-skilled personnel is intense, especially in markets such as the San Francisco Bay Area where we have a substantial presence and need for highly-skilled personnel, and we may not be successful in hiring or retaining qualified personnel to fulfill our current or future needs. If we fail to attract highly-skilled personnel or fail to retain and motivate our current personnel, our business and future growth prospects would be severely harmed.

In particular, we continuously compete for exceptional engineers and product managers with experience designing, developing, and managing hardware devices, platform software, mobile applications and related services. Competition is especially pronounced in the market for AI talent.

We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining highly-skilled employees with appropriate qualifications at a suitable cost, and this risk may be exacerbated by factors related to, among other things, increased recruiting efforts by other companies.

Many of the companies that we compete with for experienced personnel have greater resources than we have and may offer lucrative compensation packages. In the past, we have used stock-based compensation to recruit and retain qualified employees. If the perceived value of our stock-based compensation is viewed as below market or declines, it may adversely affect our ability to attract and retain highly-skilled employees. Even if we are able to recruit and retain qualified personnel, the cost of doing so may impact our profitability and our ability to meet the expectations of investors and analysts.

Our competitors also may be successful in recruiting and hiring members of our management team, sales team, or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms, or at all. We have in the past, and may in the future, be subject to allegations that employees we hire have been improperly solicited, have divulged proprietary or other confidential information, their former employers own such employees’ inventions or other work product, or they have been hired in violation of non-compete provisions or non-solicitation provisions, all of which may prevent us from hiring or retaining qualified personnel.

We also invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them and increases our costs. Further, the labor market is subject to external factors that are beyond our control, including, but not limited to, our industry’s highly competitive market for skilled workers and leaders, cost inflation, overall macroeconomics, and workforce participation rates. Should our competitors recruit our employees, our level of expertise and ability to execute our business plan would be negatively impacted.

In recent years, the increased availability of hybrid or remote working arrangements has also expanded the pool of companies that can compete for our employees and employment candidates. Although we have entered into employment agreements with our key employees, these agreements are on an “at-will” basis, meaning they are able to terminate their employment with us at any time. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects would be severely harmed.

Restrictive immigration policies or legal or regulatory developments relating to immigration in any of the global markets in which we have employees may also negatively affect our efforts to attract and hire new personnel as well as retain our existing personnel. Our business may be adversely affected if legislative or administrative changes to immigration or visa laws and regulations impair our hiring processes.

If we do not effectively integrate, train, manage, and retain product, engineering, and sales personnel, and expand our product, research, engineering, and sales capabilities, we may be unable to increase our customer base and increase sales to our existing customers.

Our ability to increase our customer base, enhance our platform, and achieve broader market adoption of our products and services will depend to a significant extent on our ability to continue to hire, integrate, and retain talented product, research, and engineering personnel. We have dedicated, and plan to continue to dedicate, significant resources to our product, research, and engineering programs to enhance our platform, including by investing in developing additional features and products, but there is no guarantee that we will be successful in such endeavors. If we are unable to find efficient ways to deploy our product, research, and engineering investments or if these programs are not effective, our business, operating results, and financial condition would be adversely affected.

Additionally, in recent years, we have made significant investments in our sales and marketing teams and plan to continue expanding our sales force. There is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in part, on our success in hiring, integrating, training, managing, and retaining sufficient numbers of qualified sales personnel to support our growth, particularly in international markets.

New hires require significant training and may take extended time before they are productive. Our recent hires and planned hires may not become productive as quickly as we expect, or at all, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. Moreover, our international expansion may be slow or unsuccessful if we are unable to retain qualified personnel with international experience, language skills, and cultural competencies in the geographic markets which we target.

We believe that our company culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our culture, and our business may be harmed.

We believe that our company culture has been and will continue to be vital to our success, including in attracting, developing, and retaining highly-skilled personnel to deliver an exceptional product and service experience to our customers. We have worked to develop our culture, and we strive to empower our employees to continuously learn, evolve, and grow, and treat each other with respect. If we do not continue to develop our company culture as we grow and evolve, including maintaining a culture that encourages a sense of ownership by our employees, it could harm our ability to foster the innovation, creativity, and teamwork that we believe we need to support our growth. We continue to hire to support our growth. As our organization grows and is required to implement more complex organizational structures, we may find it increasingly difficult to maintain the beneficial aspects of our company culture, which could negatively impact its future success. Further, maintaining a cohesive company culture may prove difficult as a significant percentage of our employees work fully remote or remotely for at least part of the workweek. If we are unable to maintain our company culture, we could lose the innovation, passion, and dedication of our team and as a result, our business and ability to focus on our corporate objectives may be harmed.

Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.

We operate in a rapidly changing industry. Accordingly, our risk management policies and procedures may not fully identify, monitor, and manage the major risks facing our business. If our risk management policies and procedures are not fully effective or we are unsuccessful identifying and mitigating the major risks to which we are or may be exposed, we may incur losses that exceed our coverage limits or are not insured or insurable, suffer harm to our reputation, or be subject to litigation or regulatory actions that could adversely affect our business, operating results, or financial condition.

Risks related to our intellectual property

Failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights could enable others to copy or use aspects of our platform without compensating us, which could harm our brand, business, operating results, and financial condition.

We rely on a combination of patent, trademark, copyright, and trade secrets laws, and contractual provisions, including confidentiality agreements, to establish and protect our intellectual property and proprietary technology, including from unauthorized use or disclosure by our customers, third-party partners, employees, and consultants. However, the steps we take to obtain, maintain, protect, and enforce our intellectual property and proprietary rights may be inadequate. We will not be able to protect our intellectual property rights if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property rights. For example, our applications to register the MOTIVE trademark in the United States have been opposed by third parties, and, while one of the third parties has dismissed their opposition, the other opposition proceeding remains pending. If we fail to protect our intellectual property rights adequately, our competitors may gain access to our proprietary technology and develop and commercialize substantially identical products, services, or technologies, and our business, operating results, and financial condition may be harmed.

Valid patents may not issue from our pending or future patent applications, and the claims allowed on any issued patents may not be sufficient to protect our technology or platform. Any issued patents that we have or may obtain may be challenged or circumvented, invalidated, or held unenforceable through administrative processes, including re-examination, inter partes review, interference and derivation proceedings, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings) or litigation, and any rights granted under these patents may not actually provide adequate defensive protection or competitive advantages to us. For example, an inter partes review of one of our patents was instituted in August 2025. In addition, there may be issued patents held by third parties of which we are not aware, that, if found to be valid and enforceable, could be alleged to be infringed by our current or future technologies or products. There may also be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current or future technologies or products. Patent applications in the United States are typically not published until at least 18 months after filing, or, in some cases, not at all, and publications of discoveries in industry-related literature lag behind actual discoveries. We cannot be certain that we were the first to make the inventions claimed in our pending patent applications or that we were the first to file for patent protection. Additionally, the process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Recent changes to patent laws in the United States may also bring into question the validity of certain software patents and may make it more difficult and costly to prosecute patent applications.

Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain, which may lead to increased costs and risks surrounding the prosecution, validity, ownership, enforcement, and defense of our issued patents, patent applications, and other intellectual property rights, as well as uncertainty regarding the outcome of third-party claims of infringement, misappropriation, or other violation of intellectual property rights which may be brought against us and actual or enhanced damages that may be awarded in connection with any such current or

future claims. Such uncertainty could have a material and adverse effect on our business, operating results, and financial condition.

In particular, we are unable to predict or assure that:

•our intellectual property rights will not lapse or be invalidated, circumvented, challenged, or, in the case of third-party intellectual property rights licensed to us, be licensed to others;

•our intellectual property rights will be sufficient to protect our products and services or our business or provide competitive advantages to us;

•rights previously granted by third parties to intellectual property rights licensed or assigned to us, including portfolio cross-licenses, will not hamper our ability to assert our intellectual property rights or hinder the settlement of currently pending or future disputes;

•any of our pending or future patent, copyright, or trademark applications will be issued or have the coverage originally sought; and

•we will be able to enforce our intellectual property rights in certain jurisdictions, in particular in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States and mechanisms for enforcement may be inadequate.

Despite our efforts to protect our proprietary rights, it may be possible for third parties to copy our products and aspects of our platform or obtain and use information that we regard as proprietary due to inadvertent disclosure by our employees, consultants, or vendors, or malfeasance by a third party, including to create products that compete with ours. We enter into confidentiality agreements or other agreements that contain confidentiality provisions with our employees, consultants, vendors, and customers, and limit access to and distribution of our proprietary information, as well as protect our ownership of proprietary information developed by our employees in the course of their work with us. We also enter into agreements governing the assignment to us of our proprietary information created by our service providers in the course of their services to us. However, such agreements may not be enforceable in full or in part in all jurisdictions and no assurance can be given that our employees, consultants, vendors, and customers will fully comply with these agreements and that we will be effective in controlling access to, or distribution, use, misuse, misappropriation, reverse-engineering, or disclosure of our proprietary information, know-how, and trade secrets or that such agreements are effective in granting ownership of our proprietary information to us. In addition, any breach of these agreements could negatively affect our business and our remedy for such breach may be limited. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products and platform capabilities. As such, we cannot guarantee that the steps taken by us to prevent unauthorized access, use, disclosure, and distribution of our proprietary information will adequately protect our technology.

We pursue the registration of our patents, copyrights, trademarks, service marks, and domain names in the United States and in certain foreign jurisdictions. These application processes are expensive and may not be successful in all jurisdictions or for every such application, and we may not pursue such protections in all jurisdictions that may be relevant, for all our goods or services, or in every class of goods and services in which we operate. Additionally, we may not be able to obtain, maintain, protect, exploit, defend, or enforce our intellectual property rights in every foreign jurisdiction in which we operate. For example, effective trade secret protection may not be available in every country in which our products are available or where we have employees or independent contractors. The loss of trade secret protection could make it easier for third parties to compete with our products by copying functionality. Further, many foreign countries limit the enforceability of patents against certain third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. In addition, any changes in the trade secret, employment, and other intellectual property laws in any country in which we operate may compromise our ability to enforce our trade secrets and other intellectual property rights. The legal systems of certain foreign countries do not favor the enforcement of patents,

trademarks, copyrights, trade secrets, and other intellectual property and proprietary protection, which could make it difficult for us to prevent or stop any infringement, misappropriation, dilution, or other violation of our intellectual property rights. If we fail to maintain, protect, and enhance our intellectual property rights, our brand, business, operating results, and financial condition may be harmed. In addition, from time to time we have engaged employees, contractors, and developers located outside of the United States to assist with the development of our technology and intellectual property. Each jurisdiction has different rules regarding the language and procedures required to effectively assign to us certain intellectual property rights, and we may not have effectively implemented such language and procedures in each jurisdiction on every occasion, which may also limit our ability to perfect and protect our technology and intellectual property rights.

From time to time, we have been, currently are, and may in the future be, party to litigation to enforce our patents and other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Protecting our intellectual property rights, both as a defendant and plaintiff, as applicable, through litigation in the United States and internationally has entailed, and may in the future entail, significant time and expense. For example, although an Administrative Law Judge (“ALJ”) in the U.S. International Trade Commission (“ITC”) investigation has determined that we have not violated section 337 of the Tariff Act of 1930, her determination may be reviewed by the ITC. If the ITC decides to review her determination, and disagrees with her final determination, that ITC decision could adversely impact our business, results of operations, and financial condition, and a further appeal to the Federal Court of Appeals would involve additional expense. For additional information, see the section titled “Business—Legal proceedings.” Such litigation could result in substantial costs and diversion of resources and could negatively affect our business, operating results, and financial condition. If we are unable to protect our proprietary rights, including aspects of our software and platform protected other than by patent rights, we will find ourselves at a competitive disadvantage to others who need not incur the expense, time, and effort required to create our platform and other innovative products that have enabled us to be successful to date. Moreover, we may need to expend additional resources to defend our intellectual property rights in foreign countries, and our inability to do so could impair our business or adversely affect our international expansion.

Furthermore, the application of intellectual property law to AI technologies is a new and emerging practice, and there is uncertainty and ongoing litigation in different jurisdictions as to the degree and extent of protection warranted for AI and machine learning systems and relevant system input and outputs. The law is also uncertain across jurisdictions regarding the copyright ownership of content that is produced in whole or in part by AI tools. As a result, our use of AI tools in our product development and engineering processes may make it difficult to assert ownership rights over our technology. If we fail to obtain protection for the intellectual property rights concerning our AI technologies, or later have our intellectual property rights invalidated or otherwise diminished, our competitors may be able to take advantage of our research and development efforts to develop competing products which could adversely affect our reputation, business, operating results, and financial condition. In addition, given the long history of development of AI technologies, other parties may have, or in the future may obtain, patents or other proprietary rights that could prevent, limit, or interfere with our ability to make, use, or sell our own AI technologies.

Third parties have claimed and may claim that our platform infringes, misappropriates, or otherwise violates their intellectual property rights and such claims could be time-consuming or costly to defend or settle, result in the loss of significant rights, or harm our relationships with our customers or reputation in the industry.

We are, and may in the future become, subject to intellectual property disputes. For additional information regarding the intellectual property disputes we are currently a part of, see the section titled “Business—Legal proceedings.” Our success depends, in part, on our ability to develop and commercialize our platform, products, and services without infringing, misappropriating, or otherwise violating the intellectual property rights of third parties. However, we may not be aware that our platform, products, or services are

infringing, misappropriating, or otherwise violating third-party intellectual property rights. Third parties have claimed, and may in the future bring claims alleging, that our current or future platform capabilities, products, and services infringe their intellectual property rights. Such claims may also result in legal claims against our third-party partners and our customers. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such claims will not have an adverse effect on our business, operating results, and financial condition. These claims are and may in the future be time consuming, costly to defend or settle, damage our brand and reputation, harm our customer relationships, and create liability for us. Contractually, we are obligated to indemnify our partners and customers for certain expenses or liabilities they may incur as a result of any such third-party intellectual property infringement claims associated with our products and services. In addition, to the extent that any claim arises as a result of third-party technology we have licensed for use in our products and services, we may be unable to recover from the appropriate third party any expenses or other liabilities that we incur. We expect the number of such claims, whether warranted or not, to increase, particularly as a public company with an increased profile and visibility, as the number of products and services and the level of competition in our market grows, as the functionality of our products and services overlaps with that of other products and services, and as the volume of issued software patents and patent applications continues to increase.

Companies in the software and technology industries, some of whom may compete with us, own large numbers of patents, copyrights, trademarks, and trade secrets and frequently engage in litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, patent holding companies, non-practicing entities, and other adverse patent owners that are not deterred by our existing intellectual property protections may seek to assert patent claims against us. From time to time, third parties have invited us to license their patents and may, in the future, assert patent, copyright, trademark, or other intellectual property rights against us, our third-party partners, or our customers. We have received, and may in the future receive, notices that claim we have misappropriated, misused, or infringed other parties’ intellectual property rights, and, to the extent we gain greater market visibility, we face a higher risk of being the subject of intellectual property infringement claims.

There may be third-party intellectual property rights, including issued or pending patents and trademarks, that cover significant aspects of our technologies or business methods and assets. In the event that we engage software engineers or other personnel who were previously engaged by competitors or other third parties, we may be subject to claims that those personnel have inadvertently or deliberately incorporated proprietary technology of third parties into our products or have otherwise improperly used or disclosed trade secrets or other proprietary information. We may also in the future be subject to claims by employees or contractors asserting an ownership right in our patents, patent applications, or other intellectual property rights as a result of the work they performed on our behalf. In addition, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to develop, market, and support potential products or enhancements, which could severely harm our business.

Further, we may use AI technologies, including tools provided by third parties, to develop or assist in the development of our own software code. While use of such tools makes our development process more efficient, AI technologies have sometimes generated content that is “substantially similar” to proprietary or open source software code on which the AI tool was trained. If the AI technologies we use generate code that is too similar to other proprietary code, or to software processes that are protected by patents, we could be subject to intellectual property infringement claims. We may also not be able to anticipate and detect security vulnerabilities in such AI-generated software code, including those that could be induced by a maliciously trained AI model. If our tools generate code that is too similar to open source code, we risk losing protection of our own proprietary code that is commingled with such code. Finally, to the extent we use third-party AI technologies to develop software code, the terms of use of these tools may state that the third-party provider retains rights in the generated code.

Any intellectual property claims, whether with or without merit, could be very time-consuming, could be expensive to settle or litigate, and could divert our management’s attention and other resources, even if such claims do not result in litigation or are resolved in our favor. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights, and may require us to indemnify our customers for liabilities they incur as a result of such claims. Although we carry general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. These claims could also result in our having to stop using technology found to be in violation of a third party’s rights. We may be required to seek a license for the applicable third-party intellectual property rights, which may not be available on reasonable terms, or at all. Even if a license was available, we could be required to pay significant royalties, which would increase our operating expenses, or we could be required to develop alternative non-infringing technology, which may require significant time, effort, and expense, and may affect the performance or features of our platform. If we cannot license or develop alternative non-infringing substitutes for any infringing technology used in any aspect of our business, we may decide to limit or stop sales of certain of our products or services and may be unable to compete effectively. Moreover, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our Class A common stock. Any of these results would adversely affect our business, operating results, and financial condition.

Some of our technology incorporates “open-source” software, which could under certain circumstances materially and adversely affect our ability to sell our platform and subject us to possible litigation.

Certain hardware designs and software used to build our products and services are, and certain software of our customers, third-party partners, and vendors, may be, derived from “open-source” materials that are made generally available to the public by their authors or other third parties. Open source software is made available under licenses that in some instances may subject us to certain unfavorable conditions, including requirements that we offer our proprietary software, or portions of our proprietary software, which incorporates or links to such open source software, for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating, or using such open source software, and that we license such modifications or derivative works under the terms of the applicable open source licenses.

Our platform contains third-party open-source software components, and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to sell our platform, products, and services. 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, which licensors are not typically required to maintain and update, and licensors can change the license terms on which they offer the open source software without notice. In addition, some open-source projects have known vulnerabilities and architectural instabilities and are provided on an “as-is” basis which, if not properly addressed, could negatively affect the performance of our platform. Further, the shared nature of open source software means the source code for open source software used in our, or our vendors’, offerings is widely available to the public, and a malicious actor could attempt to identify or create vulnerabilities in this open sourced code and exploit those security vulnerabilities, which may increase the likelihood of a data breach, network interruption, or other type of ransomware attack or cyberattack against us or against third parties who may use open source software, such as our key vendors or technology licensors, any of which could negatively impact our business. Although we monitor our use of open source software in an effort to comply with the terms of the applicable open source licenses, to avoid subjecting our platform and products to conditions we do not intend, and to avoid subjecting our platform and products to security vulnerabilities, many of the risks associated with use of open source software cannot be eliminated and such risks could materially and adversely affect our business, operating results, and financial condition, as well as our reputation, including if we are required to take remedial action that may divert resources away from our development efforts.

Our use and distribution of certain software is subject to open-source licenses that may require that we make certain source code publicly available. If we combine and distribute our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the combined source code of our proprietary software to the public, under terms authorizing further modification and redistribution, or otherwise be limited in the licensing of our offerings, each of which could provide an advantage to our competitors or other entrants to the market, create security vulnerabilities in our platform, require us to re-engineer all or a portion of our platform, and reduce or eliminate the value of our platform. This would allow our competitors to create similar offerings with lower development efforts and in less time and ultimately could result in a loss of sales for us. If we inappropriately use or incorporate open-source software subject to certain types of open-source licenses that challenge the proprietary nature of our products, we may be required to re-engineer such products, discontinue the sale of such products, or take other remedial actions. Any efforts to re-engineer all or a portion of our platform could result in potentially prolonged periods of reduced usability and accessibility of our platform, which in turn would adversely affect our business, operating results, and financial condition.

There is evolving legal precedent for interpreting the terms of certain open-source licenses, including the determination of which works are subject to the terms of such licenses. The terms of many open-source licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in ways that could impose unanticipated conditions or restrictions on our ability to commercialize any offerings incorporating such software. Moreover, we may have incorporated or used open-source software in a manner that is inconsistent with the terms of the applicable license or our current policies and procedures, and we cannot guarantee that our processes for controlling our use of open-source software in our platform are or will be effective. From time to time, we may face claims from third parties asserting ownership of, or demanding release of, the open-source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open-source license. These claims, regardless of validity, could result in time consuming and costly litigation, divert management’s time and attention away from developing the business, expose us to customer indemnity claims, or force us to disclose source code. Litigation could be costly for us to defend, result in our paying damages or entering into unfavorable licenses, have a negative effect on our business, operating results, and financial condition, or cause delays by requiring us to devote additional research and development resources to modify our platform.

We license technology from third parties for the development of our products, and our inability to maintain those licenses could harm our business.

We currently rely on or incorporate, and will in the future rely on or incorporate, technology that we license from third parties, including software and large language models, into our products. If we are unable to continue to use or license these technologies on reasonable terms, or if these technologies become unreliable, unavailable, or fail to operate properly, we may not be able to secure adequate alternatives in a timely or cost-effective manner, or at all, and our ability to offer our products and remain competitive in our market would be harmed. Further, licensing technologies from third parties exposes us to increased risk of being the subject of intellectual property infringement claims due to, among other things, our lower level of visibility into the development process with respect to such technology and the care taken to safeguard against infringement risks. We cannot be certain that our licensors do not or will not infringe on the intellectual property rights of third parties or that our licensors have or will have sufficient rights to the licensed intellectual property in all jurisdictions in which we may sell our platform. In addition, some of our third-party license agreements may be terminated by our licensors for convenience, or otherwise provide for a limited term. If we are unable to continue to license technology because of intellectual property infringement claims brought by third parties against our licensors or against us, or if we are unable to continue our license agreements or enter into new licenses on commercially reasonable terms, our ability to develop and sell products and services containing or dependent on that technology would be limited, and our business, including our operating results, financial condition, and cash flows could be harmed. Additionally, if we are unable to license technology from third parties, we may decide to acquire or develop alternative technology, which we may be unable to do in a commercially feasible manner, or at

all, and may require us to use alternative technology of lower quality or performance standards. This could limit or delay our ability to offer new or competitive products and increase our costs. Third-party software we rely on may be updated infrequently, unsupported, or subject to vulnerabilities that may not be resolved in a timely manner, any of which may expose our products to vulnerabilities. Any impairment of the technologies of or our relationship with these third parties could harm our business, operating results, and financial condition.

Risks related to legal and regulatory matters

Our business is subject to complex and evolving U.S. and foreign laws, regulations, and industry standards, many of which are subject to change and uncertain interpretations, which uncertainty could harm our business, operating results, and financial condition.

We are subject to many U.S. and foreign federal, state, and local laws, regulations, and industry standards that involve matters central to our business, including laws and regulations that involve data privacy, data security, intellectual property, including copyright and patent laws, AI technologies, antitrust and competition, employment, labor, immigration, consumer protection, financial services, public health, workplace safety, and taxation. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended, in a manner that could harm our business.

Failure to comply with applicable laws and regulations could require us to incur significant compliance, research and development, and other costs, penalties, and fines; adversely impact our business reputation and customer relationships; and otherwise adversely affect or make impossible our ability to produce, market, and sell our products and services. Some of our products are required to be certified under applicable standards in certain jurisdictions, and failure to obtain or maintain those certifications would prevent or limit our ability to operate in those jurisdictions. For example, some of our customers use our products to comply with hours of service (“HOS”) restrictions and obligations to record compliance with those HOS restrictions by using an electronic logging device (“ELD”). In the United States, to the extent our products and services function as ELDs, they are subject to regulation by the Federal Motor Carrier Safety Administration (the “FMCSA”) which requires that ELD manufacturers register and self-certify that the ELDs they offer for sale have been sufficiently tested to meet certain functional requirements, which are subject to interpretation communicated through formal or informal guidance, or change through formal administrative rulemaking processes. For example, from time to time, we have received and expect to continue to receive inquiries from the FMCSA relating to the functionality of our self-certified ELD. These inquiries could put the self-certification of our ELD product at risk or require changes to our ELD functionality that could make our ELD product less desirable to existing and potential customers. Additionally, meeting existing functional requirements requires reading and interpreting diagnostic information from commercial motor vehicle engines employing communication protocols that differ across vehicle makes, models, and years and continue to evolve. Our ability to design, develop, and sell our products and services will continue to be subject to these rules and regulations, as well as many other federal, state, local, and foreign rules and regulations, for the foreseeable future. Further, applicable law in Canada similarly mandates that motor carriers and drivers subject to HOS requirements use ELDs that have been tested and certified by an accredited third-party certification body to comply with certain functional requirements subject to interpretation and potential change. While we have obtained and maintain certification for our current ELD products in Canada, failure to obtain certification for future ELD products, or to maintain the existing certifications for our certified ELD products, would prevent current and potential customers from using our ELD services for compliance purposes in Canada and could negatively impact the reputation and goodwill of our ELD offering in the United States. Furthermore, our solution may transmit radio frequency waves, the transmission of which is governed by the rules and regulations of the Federal Communications Commission, as well as other regulatory bodies.

The introduction of new products, such as our introduction of the Spend Management product, expansion of our activities in certain jurisdictions, or other actions that we take may subject us to additional laws, regulations, or other government scrutiny. As we expand internationally, we cannot guarantee that we will be able to comply with all relevant laws and regulations of every jurisdiction in which our platform can be

accessed, including, but not limited to, with respect to the data privacy laws of various jurisdictions. We are subject to various laws and regulations, including the Telephone Consumer Protection Act and similar state and foreign laws, that impose specific requirements on communications, including requirements related to obtaining consent from recipients before sending certain communications, and provide for significant statutory damages and penalties for violations. In addition, we are also subject to specific obligations relating to information considered sensitive under applicable laws, such as financial data and biometric data. If we are found to be in violation of the laws, regulations, or standards of any of the jurisdictions where we make our platform available, we could face legal liability, fines, and costly investigations or regulatory processes, and we may decide to restrict access to our platform in such jurisdictions, which would harm our growth, revenue, and operating results. We have been, and may in the future be, subject to claims, lawsuits, and regulatory actions alleging violations of these laws.

In addition, we are subject to evolving laws, regulations, policies, and international accords relating to matters beyond our platform, products, and services, including, but not limited to, environmental sustainability, climate change, human capital, and employment matters. In particular, we face challenges inherent in effectively and efficiently managing a workforce across a large number of jurisdictions, many of which have differing labor law requirements, including the need to implement appropriate systems, policies, benefits, and compliance programs. Compliance with such laws, regulations, and policies may require significant investment and expense. Further, if we fail to implement the necessary programs, frameworks, and principles for compliance, our reputation, business, operating results, and financial condition may be adversely affected.

The costs of complying with these laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are high and likely to increase in the future, particularly as the degree of regulation increases, our business grows, and our geographic scope expands. The impact of these laws and regulations may disproportionately affect our business in comparison to our peers in the technology sector that have greater resources. Any failure or perceived failure of compliance on our part to comply with the laws and regulations may subject us to significant liabilities or penalties, or otherwise adversely affect our business, operating results, and financial condition. Furthermore, it is possible that certain governments may seek to block or limit our platform or otherwise impose other restrictions that may affect the accessibility or usability of any or all of our platform for an extended period of time or indefinitely.

We may need to obtain state or local licenses to expand the use cases for our Spend Management product, which could adversely affect our business, operating results, and financial condition.

Certain states have adopted laws regulating and requiring licensing, registration, or other approval of, or submission of regulatory filings by, parties that engage in certain activity regarding commercial finance transactions, including lending and collections activities in connection with commercial charge card programs similar to Motive Cards. We are currently pursuing commercial lending licenses in certain states to support our Spend Management product, and we do not hold and are not currently pursuing debt collection licenses in any states. While we believe we have obtained, or are in the process of obtaining all necessary licenses, the application of some commercial financial services licensing laws to our business and the related activities we perform is unclear. In addition, state licensing requirements may evolve over time. It is possible that a regulator in states in which we do not hold licenses and are not pursuing licenses could determine that we are required to hold certain lending or debt collection licenses to carry out certain business activities in connection with our Motive Card offering. Obtaining additional licenses could be expensive and could impede our ability to operate in a state until a license is otherwise obtained.

If we were found to be in violation of applicable state licensing requirements by a court or a state, federal, or local enforcement agency, or agree to resolve such concerns by voluntary agreement, we could be subject to or agree to obtain additional licenses, pay fines, damages, injunctive relief (including required modification or discontinuation of our business in certain areas), criminal penalties, and other penalties or consequences, and the Motive Cards could be rendered void or unenforceable in whole or in part, any of

which could have an adverse effect on the enforceability or collectability of receivables related to such cards.

We are subject to governmental economic sanctions requirements and export and import controls that could impair our ability to compete in international markets or subject us to liability if we are not in compliance with applicable laws.

Our platform and associated products are subject to various restrictions under U.S. and other jurisdictions’ export control and sanctions laws and regulations, including the U.S. Department of Commerce’s Export Administration Regulations and various economic and trade sanctions regulations administered by OFAC. These U.S. export control and economic sanctions laws include restrictions or prohibitions on the sale or supply of certain products and services to U.S.-embargoed or sanctioned countries, governments, persons, and entities and require authorization for the export of certain encryption items. In addition, various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted or could enact export control, economic and trade sanctions, or import laws that could limit our ability to distribute our platform or subject us to liability.

Although we take precautions to prevent our platform and associated products and services from being accessed or used in violation of such laws, we can provide no assurances that such precautions will prevent violations in the future. If we are found to be in violation of U.S. economic sanctions, it could result in substantial fines and penalties for us and for individuals working for us. We may also be adversely affected through other penalties, reputational harm, loss of access to certain markets, or otherwise.

Changes in our platform or future changes in export and import regulations may create delays in the introduction of our platform in international markets or prevent our customers with international operations from deploying our platform globally. Any change in export or import regulations, economic sanctions or related legislation, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our platform by, or in our decreased ability to export our technology and services to, existing or potential customers with international operations. Any decreased use of our platform or limitation on our ability to export our platform would adversely affect our business, operating results, and financial condition.

We are subject to anti-bribery, anti-corruption, and similar laws and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.

We are subject to anti-bribery and similar laws, such as the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the USA PATRIOT Act, U.S. Travel Act, the U.K. Bribery Act 2010, and Proceeds of Crime Act 2002, and other anti-corruption, anti-bribery, and anti-money laundering laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees and their agents from directly or indirectly making or offering improper payments or other benefits to government officials and others in the private sector. The FCPA and other applicable anti-corruption laws may also hold us liable for acts of corruption or bribery committed by our third-party business partners, representatives, and agents, even if we do not authorize such activities. As we continue to develop our international sales and business, and increase our use of third parties, our risks under these laws will increase. As a public company, the FCPA will separately require that we keep accurate books and records and maintain internal accounting controls sufficient to assure management’s control, authority, and responsibility over our assets.

We have adopted policies and procedures and conducted training designed to prevent improper payments and other corrupt practices prohibited by applicable laws, but cannot guarantee that improprieties will not occur. Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with specified persons, the loss of export privileges, reputational harm, adverse media coverage, and other

collateral consequences. Any investigations, actions, and/or sanctions could harm our reputation, business, operating results, and financial condition.

Compliance with ever evolving U.S. federal, state, and foreign laws relating to the handling of information about individuals involves significant expenditure and resources and if we fail to adequately protect personal data or other information we collect, process, share, or maintain under applicable laws, our business, operating results, and financial condition could be adversely affected.

We receive, store, and process some personal data from our employees, customers, and the employees of our customers and third-party vendors. Additionally, customers use our platform to create and store their proprietary and confidential data. A wide variety of state, national, and international laws, as well as regulations and industry standards apply to the collection, use, retention, protection, disclosure, transfer, and other processing of personal information and other data, the scope of which is changing, subject to differing interpretations, and may be inconsistent across countries or conflict with other rules. Data protection and privacy-related laws and regulations are evolving and may result in increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions. Failure or perceived failure to comply with U.S. or international laws, regulations, and industry standards regarding personal data or other information could adversely affect our business, operating results, and financial condition. Moreover, compliance with these various laws and regulations often results in substantial costs or requires changes to our business practices, systems, and compliance procedures in a manner adverse to our business.

In the United States, there are numerous federal and state consumer, privacy, and data security laws and regulations governing the collection, use, disclosure, and protection of personal data, including security breach notification laws and consumer protection laws. Each of these laws is subject to varying interpretations and is constantly evolving. Additionally, the Federal Trade Commission and many state attorneys general interpret federal and state consumer protection laws to impose standards on the collection, use, dissemination, and security of data. On the state level, the California Consumer Privacy Act of 2018 (as amended, the “CCPA”) created new data privacy obligations for covered businesses and provided new privacy rights to California residents, including the right to opt out of certain disclosures of their information and receive detailed information about how their personal data is used. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that has increased data breach litigation. Over one-third of other states have enacted consumer privacy laws comparable to the CCPA, and numerous other states have pending consumer privacy legislation under review, which if enacted, would add additional costs and expense of resources to maintain compliance.

We are subject to the GDPR, which governs the collection, use, disclosure, transfer, or other processing of personal data of natural persons located in the EEA and the United Kingdom, and it applies extra-territorially and imposes onerous requirements on controllers and processors of personal data, including, for example, accountability and transparency requirements, obligations to consider data protection as any new products or services are developed and to limit the amount of personal data processed, and obligations to comply with data protection rights of data subjects. We face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements and potential fines for noncompliance of up to €20 million (£17.5 million in the United Kingdom) or four percent of the annual global revenues of the noncompliant company, whichever is greater. A breach of the GDPR may also result in regulatory investigations, orders to cease or change our data processing activities, enforcement notices, assessment notices for a compulsory audit and we may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

The GDPR prohibits transfers of personal data from the EEA or the United Kingdom to countries not formally deemed adequate by the European Commission or the U.K. Information Commission Office, respectively, including the United States, unless a particular compliance mechanism and, if necessary, certain safeguards, are implemented. The mechanisms that we and many other companies, including our

customers, rely upon for European and U.K. data transfers out of the EEA and the United Kingdom are the European Commission Standard Contractual Clauses (“SCCs”), the U.K. Information Commissioner’s Office’s Addendum to the SCCs, the EU-US Data Privacy Framework (“EU-US DPF”), and the U.K. Extension to the EU-US DPF. We also have the Swiss-US Data Privacy Framework in place to legitimize transfers of personal data from Switzerland to the United States. All of these transfer mechanisms are the subject of legal challenge, regulatory interpretation, and judicial decisions by the Court of Justice of the European Union. While so far, challenges to the European Commission’s approval of the current EU-US DPF have not been successful, we expect further challenges and expect international transfers to the United States and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators. Some countries are also considering or have passed legislation requiring local storage and processing of data, or similar requirements, which could increase the cost and complexity of delivering our products and services if we were to operate in those countries. If we are required to implement additional measures to transfer data around the world, our compliance costs would increase, and could adversely affect our business, operating results, and financial condition.

We may be subject to data privacy laws and similar laws in a number of other jurisdictions where our platform is available, including requirements that may require us to process or store customer data in certain jurisdictions or otherwise restrict our ability to serve customers in certain markets. In the event that we are alleged or determined to be not in compliance with local data privacy laws of any other jurisdiction where we make our platform available, including with respect to the data localization, cross-border transfer, or residency requirements, we may decide to make modifications to our platform, products, and services, increase costs, or cease operating in that jurisdiction, which would negatively impact our business, operating results, and financial condition, and may subject us to claims, investigations, regulatory processes, and penalties.

We depend on a number of third parties in relation to the operation of our business, a number of which process personal data on our behalf or as our sub-processor. To the extent required by applicable law, we attempt to mitigate the associated risks of using third parties by performing security assessments and detailed due diligence, entering into contractual arrangements to ensure that providers only process personal data according to our instructions or to the instructions of our customers, and ensuring that they have sufficient technical and organizational security measures in place. There is no assurance that these contractual measures and our own privacy and security-related safeguards will protect us from the risks associated with the third-party processing, storage, and transmission of personal data. Any material violation of privacy, data protection, data, or cybersecurity laws by our third-party processors would likely have an adverse effect on our business and result in significant fines and penalties.

Our compliance efforts are further complicated by the fact that data privacy and security laws, rules, regulations, and standards around the world are rapidly evolving, may be subject to uncertain or inconsistent interpretations and enforcement, and may conflict among various jurisdictions. Any failure or perceived failure by us to comply with our privacy policies, or applicable U.S. and international data privacy and security laws, rules, regulations, standards, certifications, or contractual obligations, or any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release, or transfer of personal data, may result in requirements to modify or cease certain operations or practices, the expenditure of substantial costs, time, and other resources, proceedings or actions against us, legal liability, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions, and costly litigation, including class actions. Any of the foregoing could harm our reputation, distract our management and technical personnel, increase our costs of doing business, adversely affect the demand for our products and services, and ultimately result in the imposition of liability, any of which could have an adverse effect on our business, operating results, and financial condition.

We are subject to payments and other financial services-related regulations and oversight in connection with our Spend Management product and any failure by us to comply with such regulations and oversight could materially harm our business, operating results, and financial condition.

We are directly and indirectly subject to local, state, and federal laws, rules, regulations, licensing and other authorization schemes, including card network schemes, and industry standards in connection with our Spend Management product, which include, or may in the future include, those relating to banking, invoicing, cross-border and domestic money transmission, foreign exchange, payments services (such as payment processing and settlement services), lending, brokering, servicing, debt collection, anti-money laundering, counter-terror financing, escheatment, U.S. and international sanctions regimes, and compliance with the PCI Data Security Standard, a set of requirements designed to ensure that all companies that process, store, or transmit payment card information maintain a secure environment to protect cardholder data.

Specifically, in connection with our Spend Management product, we, or our card issuing partner, may be subject to a host of federal and state laws and regulations, including but not limited to:

•state laws and regulations that are not subject to federal preemption that impose requirements related to, among other issues, interest rates, fees, credit disclosures, data privacy, credit discrimination, credit reporting, credit brokering and solicitation, credit servicing and debt collection, and unfair or deceptive acts and practices;

•state licensing and registration requirements, notwithstanding the fact that our corporate charge cards do not impose interest, to the extent Motive is considered to be “lending” or “engaged in the business of lending,” as defined or interpreted by a specific state or under a specific statute. For example, the solicitation and advertising of credit products or the servicing and collection of charge card receivables, is subject to licensing under state laws specifically regulating such activities separate from, or in addition to, the broader “business of lending,” or otherwise triggering licensing under state laws;

•federal and state fair lending and anti-discrimination laws to the extent that such laws apply to commercial credit transactions;

•state debt collection laws to the extent that such laws apply to first-party collection of commercial debts;

•Section 5 of the Federal Trade Commission Act, which prohibits unfair and deceptive acts or practices in or affecting commerce, including those related to financial products or services; and provisions of the Dodd-Frank Act prohibiting unfair, deceptive, and abusive acts or practices, specifically related to the provision of financial products or services; and

•the Bank Secrecy Act (“BSA”) and its implementing regulations that require covered financial institutions, which include our card issuing partner, to assist the government with the detection and prevention of money laundering and terrorist financing through the U.S. financial system. The BSA requires covered financial institutions to keep records and file suspicious activity and other types of reports that may assist the U.S. in detecting and investigating money-laundering and terrorist financing crime.

These laws, rules, regulations, licensing and other authorization schemes, and industry standards are administered and enforced by multiple authorities and governing bodies in the United States, including but not limited to the U.S. Department of the Treasury, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, OFAC, the Financial Crimes Enforcement Network, state banking departments, self-regulatory organizations, and numerous state and local governmental and regulatory authorities.

Due to our bank partnerships, we are subject to third-party risk management guidance issued by the CFPB and prudential banking regulators. Banking regulators, including the Office of the Comptroller of the Currency, have imposed requirements on regulated financial institutions to manage their third-party service providers. Among other things, these requirements include performing appropriate due diligence when selecting third-party service providers; evaluating the risk management, information security, and information management systems of third-party service providers; imposing contractual protections in agreements with third-party service providers (such as performance measures, audit and remediation rights, indemnification, compliance requirements, confidentiality and information security obligations, insurance requirements, and limits on liability); and conducting ongoing monitoring of the performance of third-party service providers. Our relationships with such third-party service providers, as well as our partnerships with certain banks, require accommodating these requirements and therefore impose additional costs and risks on us in connection with such relationships. We expect to expend significant resources on an ongoing basis in an effort to meet our compliance obligations.

There can be no assurance that we meet, or we will be able to meet, all compliance obligations under applicable law, including obtaining lending licenses or other licenses in all of the jurisdictions in which we offer our Spend Management product. Even if we were able to do so, there could be substantial costs and potential product changes involved in complying with such laws, which could have a material and adverse effect on our business, financial condition, and results of operations. Any failure or perceived failure to comply with existing or new laws and regulations, or orders of any governmental authority, including changes to or expansion of their interpretations, may subject us to significant fines, penalties, criminal and civil lawsuits, forfeiture of significant assets, enforcement actions in one or more jurisdictions, may result in additional compliance and licensure requirements, and may increase regulatory scrutiny of our business. For example, if a state regulator were to determine that, in connection with our Motive Cards, we have engaged in regulated lending activities without the necessary license, we could be subject to fines and penalties, and we could be required to obtain additional licenses or approvals, any of which could result in significant costs and changes to our business. While we are not currently subject to regulatory investigations or other proceedings with respect to our Spend Management product, we may receive inquiries related to this offering in the future, and we could become subject to further investigation if a regulator believes we have not complied with applicable laws. Further, if any of our current or future product offerings become subject to additional payment- or financial service-related laws or regulations in the future, our compliance costs could increase, and we may be forced to restrict or change our operations or business practices, make product changes, or delay planned product launches or improvements. Many of these laws and regulations are evolving, unclear, and inconsistent across various jurisdictions, and ensuring compliance with them is difficult and costly. With increasing frequency, federal and state regulators are holding businesses in the payments industry to higher standards of training, monitoring, and compliance, including monitoring for possible violations of laws by our customers and people who do business with our customers while using our products. If we fail to comply with laws and regulations applicable to our business in a timely and appropriate manner, we may be subject to litigation or regulatory proceedings, we may have to pay fines and penalties, and our customer relationships and reputation may be adversely affected, which could have a material adverse effect on our business, operating results, and financial condition. Any of the foregoing could materially adversely affect our brand, reputation, business, operating results, and financial condition.

Our failure to comply with the requirements of applicable environmental legislation and regulation could have a material adverse effect on our revenue and profitability.

Production, marketing, and selling of our platform in certain jurisdictions may subject us to environmental regulations, requiring registration, reporting, labeling, disclosure, appropriate disposal of, or limiting or eliminating the use of certain substances or components in our devices or packaging. In addition, certain states and countries may pass new regulations requiring our solution to meet certain requirements to use environmentally-friendly components in our products and packaging. For example, the European Union has issued directives relating to chemical substances in electronic products. One directive is the Waste Electrical and Electronic Equipment Directive, which makes producers of certain electrical and electronic equipment financially responsible for the collection, reuse, recycling, treatment, and disposal of

equipment placed in the E.U. market. Another directive is the Restriction of Hazardous Substances Directive, which bans the use of certain hazardous materials in electrical and electronic equipment which are put on the market in the European Union. In the future, various countries, including the United States or state or local governments, may adopt further environmental compliance programs and requirements. If we fail to comply with these regulations in connection with our devices, we may face regulatory fines and other penalties, and may not be able to sell our devices in jurisdictions where these regulations apply, which could have a material adverse effect on our revenue and profitability.

Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our products.

We are subject to requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 regulations that require us to conduct due diligence on and disclose whether our products contain conflict minerals as defined under these provisions. The implementation of these requirements could adversely affect the sourcing, availability, and pricing of the materials used in the manufacture of components used in our devices. In addition, we incur additional costs to comply with the disclosure requirements, including costs related to conducting reasonable diligence procedures to determine the sources of minerals that may be used in or necessary for the production of our devices and, if applicable, potential changes to devices, processes, or sources of supply as a consequence of such due diligence activities. It is also possible that we may face reputational harm or negative customer sentiment for not determining or asserting that each of our devices contain only conflict-free minerals or if we are unable to alter our devices, processes, or sources of supply to avoid materials not determined to be conflict-free.

We are currently in, and may in the future, become involved in litigation that may adversely affect us.

From time to time, we are subject to claims, suits and other legal proceedings. For example, we are currently the subject of intellectual property, breach of contract, privacy, and consumer protection law litigation, including litigation relating to our use of industry benchmarking studies we commissioned. For additional information regarding these litigation matters, see the section titled “Business—Legal proceedings.” Regardless of the outcome, legal proceedings can have an adverse impact on us because of legal costs and diversion of management’s attention and resources, and could cause us to incur significant expenses or liability, adversely affect our brand recognition or require us to change our business practices. The expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change and could adversely affect our business, operating results, and financial condition. It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines, and penalties that would adversely affect our business, operating results, or financial condition in a particular period. These proceedings could also result in reputational harm, sanctions, consent decrees, or orders requiring a change in our business practices. Because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we have meritorious claims or defenses, by agreeing to settlement agreements. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, operating results, and financial condition. Further, any of these consequences could adversely affect our business, operating results, and financial condition.

We could be subject to securities class action litigation.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could adversely affect our business, operating results, or financial condition. Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy limits and coverage or to forgo insurance that we may otherwise rely on to cover significant defense costs, settlements, and damages awarded to plaintiffs, or incur substantially higher costs to maintain the same or similar

coverage. These factors could make it more difficult for us to attract and retain qualified executive officers and members of our board of directors.

We expect operating as a public company to result in a significant diversion of management’s time and attention from operating our business and to result in significantly increased costs.

As a public company, we will incur significant legal, accounting, compliance, and other expenses that we did not incur as a private company. Such additional compliance costs will continue to increase our legal, accounting, and financial compliance costs, make certain activities more difficult, time-consuming, and costly, and place significant strain on our management, personnel, systems, and resources. For example, in anticipation of becoming a public company, we have or will adopt additional internal controls and disclosure controls and procedures, retain a transfer agent, and adopt an insider trading policy. As a public company, we will bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with our obligations under the securities laws.

In addition, regulations and standards relating to corporate governance and public disclosure, including the Exchange Act, Sarbanes-Oxley Act, and rules and regulations implemented by the SEC have increased legal and financial compliance costs and will make some compliance activities more time-consuming. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment will result in increased general and administrative expenses and may divert management’s time and attention from our other business activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed. In connection with this offering, we intend to increase our directors’ and officers’ insurance coverage, which will increase our insurance costs. In the future, it may be more expensive or more difficult for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain and maintain the same or similar coverage. These factors would also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

Investors’ expectations of our performance relating to environmental, social, and governance factors may impose additional costs and expose us to new risks.

There is an increasing focus from certain regulators, investors, employees, users, and other stakeholders concerning corporate responsibility, specifically related to environmental, social, and governance (“ESG”) matters both in the United States and internationally. Some investors may use these non-financial performance factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies and actions relating to corporate responsibility are inadequate. Further, there is particular focus on concerns relating to AI and its impact on the environment, including the power-intensive nature of the industry, high consumption of water, and reliance on critical minerals and rare elements, and we are focused on sustainability goals and initiatives to mitigate the environmental impacts of our operations. We may experience heightened scrutiny from our stakeholders and potential investors around these issues. We may also face reputational damage in the event that we do not meet the ESG standards set by various constituencies or fail, or are perceived to fail, in our achievement of our sustainability goals, initiatives, or commitments.

Our sustainability initiatives, goals, or commitments could be difficult to achieve or costly to implement. Moreover, compliance with recently adopted and potential upcoming ESG requirements, including California legislation that requires various climate-related disclosures, the European Union’s Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive, and the United Kingdom’s Streamlined Energy and Carbon Reporting framework will require the dedication of significant time and resources. In addition, we may also be required to comply with the SEC’s comprehensive climate change disclosure rules, which have been stayed pending judicial review. Additionally, if our competitors’ corporate social responsibility performance is perceived to be better than ours, potential, or current investors may elect to invest with our competitors instead. Our business may face increased

scrutiny related to these activities and our related disclosures, including from the investment community, and our failure to achieve progress or manage the dynamic public sentiment and legal landscape in these areas on a timely basis, or at all, could adversely affect our reputation, business, and financial performance.

Risks related to financial, accounting and tax matters

Our international operations subject us to potentially adverse tax consequences.

We are expanding our international operations to better support our growth into international markets. Significant judgment is required in evaluating our tax positions and our worldwide provision for income taxes. Our existing corporate structure has been implemented in a manner that we believe is in compliance with current prevailing tax laws. Moreover, changes to our corporate structure, including increased headcount and expanded functions outside of the United States, could impact our worldwide effective tax rate and adversely affect our operating results and financial condition. Our intercompany relationships are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with 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 were 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.

If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the New York Stock Exchange (the “NYSE”). The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control, over financial reporting. We are continuing to develop and refine our disclosure controls, internal control over financial reporting, and other procedures that are designed to ensure information required to be disclosed by us in our financial statements and in the reports that we will file with the U.S. Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. In order to maintain and improve the effectiveness of our internal controls and procedures, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

Our current controls and any new controls we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results, cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to develop or maintain effective controls over financial reporting could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will be required to include in the periodic reports we will file with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock.

Our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal control over financial reporting with our annual report on Form 10-K following the loss of our “emerging growth company” status. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, operating results, and financial condition. We have hired and expect to continue to hire additional employees to assist us in complying with these requirements, and we may also engage outside consultants, either of which will increase our operating expenses.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our operating results could be adversely affected.

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as discussed in the section titled “Management’s discussion and analysis of financial condition and results of operations.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, equity, stock-based compensation, the fair value of our Class A common stock, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include, but are not limited to, those related to, revenue recognition, stock-based compensation, common stock valuation, the estimation of the fair value of market-based awards and income taxes. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of industry or financial analysts and investors, potentially resulting in a decline in the market price of our Class A common stock.

Additionally, we regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us. As a result of new standards, changes to existing standards, and changes in their interpretation, we may be required to change our accounting policies, alter our operational policies, and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or we may be required to restate our published financial statements. Such changes to existing standards or changes in their interpretation may have an adverse effect on our reputation, business, financial condition, and profitability, or cause an adverse deviation from our revenue and operating profit target, which may adversely affect our financial condition.

The Credit Agreement and the Convertible Securities contain restrictive and financial covenants that may limit our operational flexibility. If we fail to meet our obligations under the Credit Agreement and Convertible Securities, our operations may be interrupted and our business, operating results, and financial condition could be adversely affected.

As of September 30, 2025, we had $250.0 million in outstanding principal indebtedness under a credit agreement between us, Alter Domus (US) LLC, as administrative agent, and the lenders party thereto (as amended, the “Credit Agreement”) and $100.0 million of outstanding amended and restated convertible securities (the “2019 Convertible Notes”). In December 2025, we borrowed an additional aggregate principal amount of $50 million under the Credit Agreement. Further, in May and July 2025, we issued an aggregate amount of $150.0 million of outstanding convertible securities (the “2025 Convertible Securities,” and, together with the 2019 Convertible Securities, the “Convertible Securities”). The Credit Agreement contains financial covenants requiring, among other things, a specified minimum liquidity threshold and loan to annual recurring revenue ratio. Each of the Credit Agreement and Convertible Securities also contain customary affirmative and negative covenants, including restrictions on indebtedness, liens, dividends, distributions, investments, asset dispositions, and affiliate transactions, each subject to customary exceptions and baskets, and customary events of default. The obligations under the Credit Agreement are secured by liens on substantially all of our assets. For additional

information, see the section titled “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources.”

Various risks, uncertainties, and events beyond our control could affect our ability to comply with these covenants. Failure to comply with any of the covenants could result in a default under the Credit Agreement and/or Convertible Securities. Such a default could permit the lenders under the Credit Agreement and the investors under our Convertible Securities to accelerate the maturity of outstanding amounts under the Credit Agreement and Convertible Securities, as applicable, which in turn could result in material adverse consequences that negatively impact our cash flows, the market price for our Class A common stock, and our ability to obtain other financing in the future, as well as our business, operating results, and financial condition. In addition, our outstanding indebtedness’ covenants, consent requirements, and other provisions may limit our flexibility to pursue or fund strategic initiatives or acquisitions that may be in the long-term interests of us and stockholders.

We may require additional capital to fund our business and support our growth, and any inability to generate or obtain such capital may adversely affect our business, operating results, and financial condition.

In order to support our growth and respond to business challenges, such as developing new features or enhancements to our platform to stay competitive, acquiring new technologies, and improving our infrastructure, we have made significant financial investments in our business and we intend to continue to make such investments. As a result, we may need to engage in additional equity or debt financings to provide the funds required for these investments and other business endeavors. Our ability to engage in additional equity or debt financings is limited by certain restrictions contained in the Credit Agreement and Convertible Securities. If we raise additional funds through equity or convertible debt issuances, our existing stockholders may suffer significant dilution and these securities could have rights, preferences, or privileges that are superior to those of holders of our Class A common stock. We expect that our existing cash, cash equivalents, and marketable securities will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next twelve months. If we obtain additional funds through debt financing, we may not be able to obtain such financing on terms favorable to us. Our ability to raise capital in the future may be impacted by global macroeconomic conditions, which may make it difficult to raise additional capital on favorable terms, if at all. Such terms may involve restrictive covenants making it difficult to engage in capital raising activities and pursue business opportunities, including potential acquisitions. Furthermore, we have authorized the issuance of undesignated preferred stock that our board of directors could use to, among other things, implement a stockholder rights plan or issue other shares of preferred stock or common stock. If we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our currently authorized and issued common stock. The trading prices of the common stock of technology companies have been highly volatile in recent years as a result of inflation, interest rate volatility, actual or perceived instability in the banking system, geopolitical conflicts, and market downturns, which may reduce our ability to access capital on favorable terms or at all. In addition, a recession, depression, or other sustained adverse market event could adversely affect our business and the value of our Class A common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired and our business may be adversely affected, requiring us to delay, reduce, or eliminate some or all of our operations.

Inflation may adversely affect our business, operating results, and financial condition.

Recently, inflation has increased throughout the U.S. economy. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates, and other similar effects. Inflation can adversely affect us by increasing our costs and decreasing discretionary spending by our customers. Inflation also tends to have a negative impact on unemployment rates, interest rates, wages, fuel prices, and tax laws, which may adversely impact our operating results. While we do not believe that inflation has had a material impact on our

financial condition or results of operations to date, we have experienced, and continue to experience, increases in the prices of labor and other costs of doing business. To the extent we take measures to mitigate the impact of inflation, these measures may not be effective and our business, operating results, and financial condition could be adversely affected.

We are exposed to fluctuations in currency exchange rates, which may be exacerbated in the future and could negatively affect our business, operating results, and financial condition.

Our sales are currently denominated in U.S. dollars, Mexico pesos, euros, British pounds, and Canadian dollars and will likely be denominated in other currencies in the future. Because we report our operating results and revenue in U.S. dollars, we currently face exposure to foreign currency exchange risk and may in the future face other foreign currency risks. We do not currently hedge against the risks associated with foreign currency fluctuations. If we are not able to successfully hedge against the risks associated with currency fluctuations, our operating results could be adversely affected. Further, to the extent that our customer agreements with our customers outside of the United States are denominated in U.S. dollars, strengthening of the U.S. dollar increases the real cost of our platform to our customers outside of the United States, which could lead to delays in the purchase of our platform and the lengthening of our sales cycle. If the U.S. dollar continues to strengthen, this could adversely affect our business, operating results, and financial condition. Conversely, if the U.S. dollar weakens relative to the foreign currencies in the jurisdictions in which we have operations, our cost of revenue and operating expenses will increase, which would have an adverse impact on our operating results. In addition, increased international sales in the future, including through continued international expansion and our partners could result in foreign currency denominated sales, which would increase our foreign currency risk.

Our operating expenses incurred outside the United States and denominated in foreign currencies are increasing and are subject to fluctuations due to changes in foreign currency exchange rates. These expenses are denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates. We do not currently hedge against the risks associated with currency fluctuations but may do so, or use other derivative instruments, in the future.

We could be subject to additional tax liabilities and U.S. federal and global income tax reform could adversely affect us.

We are subject to federal, state, and local income taxes, sales, and other taxes in the United States and income taxes, withholding taxes, transaction taxes, and other taxes in numerous foreign jurisdictions. Our existing corporate structure has been implemented in a manner that we believe is in compliance with current prevailing tax laws. Moreover, changes to our corporate structure, including increased headcount and expanded functions outside of the United States, could impact our worldwide effective tax rate and adversely affect our operating results and financial condition. Significant judgment is required in evaluating our tax positions and our worldwide provision for income taxes. During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination is uncertain. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position were 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 business, with some changes possibly affecting our tax obligations in future or past years. In addition, our future income tax obligations could be adversely affected by changes in, or interpretations of, tax laws in the United States or in other jurisdictions in which we operate.

For example, the U.S. tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “TCJA”) significantly reformed the Internal Revenue Code of 1986, as amended (the “Code”), reducing U.S. federal tax rates, making sweeping changes to rules governing international business operations, and imposing significant additional limitations on tax benefits, including the deductibility of interest and the use of net operating loss (“NOL”) carryforwards, and the One Big Beautiful Bill Act of 2025 further reformed the Code, including by permanently extending certain provisions within the TCJA and restoring the deductibility of domestic research and development expenditures in the year incurred for tax years

beginning after 2024. In addition, as part of the Organization for Economic Cooperation and Development’s (“OECD”) Inclusive Framework on Base Erosion and Profit Shifting, 147 jurisdictions have joined a two-pillar plan to reform international taxation rules. The first pillar is focused on the allocation of taxing rights between countries for in-scope multinational enterprises that sell goods and services into countries with little or no local physical presence and is intended to apply to multinational enterprises with global revenues above €20 billion. The second pillar is focused on developing a global minimum tax rate of at least 15% applicable to in-scope multinational enterprises and is intended to apply to multinational enterprises with annual consolidated group revenue in excess of €750 million. We are not currently subject to the OECD pillar one and pillar two rules because our annual consolidated group revenue is below the €750 million threshold, and we are still evaluating the impact of the OECD pillar one and pillar two rules as they continue to be refined by the OECD and implemented by various national governments. However, it is possible that the OECD pillar one and pillar two rules, as implemented by various national governments, could adversely affect our effective tax rate or result in higher cash tax liabilities.

Due to the expanding scale of our international business activities, these types of changes to the taxation of our activities could impact the tax treatment of our foreign earnings, increase our worldwide effective tax rate, increase the amount of taxes imposed on our business, and harm our financial condition. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements.

Our ability to use our NOL carryforwards and certain other tax attributes may be limited.

As of December 31, 2024, we had aggregate U.S. federal and state net operating loss carryforwards (“NOLs”) of $434.8 million and $350.4 million, respectively, which may be available to offset future taxable income for U.S. income tax purposes. Under the TCJA, U.S. federal NOLs we generated in tax years beginning before January 1, 2018 may be carried forward up to twenty taxable years, and U.S. federal NOLs generated in taxable years beginning after December 31, 2017 may be carried forward indefinitely but may only be used to offset 80% of our taxable income in any taxable year (before taking into account certain deductions). If not utilized, our California and other state NOL carryforwards will begin to expire in 2033 and 2025, respectively. As of December 31, 2024, we had federal research and development credit carryforwards of $17.2 million, $0.4 million of Canada research and development credit carryforwards, and $10.3 million of U.S. state research and development credit carryforwards. If not utilized, these credit carryforwards will begin to expire in 2033. Realization of these NOL and research and development credit carryforwards depends on our future taxable income, and there is a risk that certain of our existing carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could adversely affect our operating results and financial condition.

In addition, corporations that undergo an “ownership change” (generally defined as a greater than 50-percentage-point cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year period) are subject to limitations under sections 382 and 383 of the Code on the use of their NOLs and other tax attributes (including tax credit carryforwards) to offset future taxable income and tax liability. We have experienced ownership changes in the second quarter of 2015 and the second quarter of 2019 which resulted in annual limitations for NOLs and other tax attributes (including tax credit carryforwards) generated prior to each of these dates. In addition, we may undergo additional ownership changes in the future, either as a result of the offering or other changes in our stock ownership some of which may be outside of our control. Further, there are periods in which certain states suspend our ability to use our NOLs. As a result of these limitations, even if we attain profitability, we may not be able to utilize our NOLs carryforwards and other tax attributes to reduce our taxable income and reduce our tax liabilities.

We could be required to collect additional sales, use, value added, digital services, or other similar taxes or be subject to other liabilities that may increase the costs our customers would have to pay for our services and adversely affect our operating results.

We currently collect and remit sales, value added, and other similar taxes in multiple jurisdictions in which we conduct business. Tax laws and the application of such laws, including those relating to sales, use,

value added, digital services, and other similar taxes, are subject to varying interpretations and may change over time. One or more U.S. states or municipalities, as well as international jurisdictions, could impose new or incremental tax collection and remittance obligations on us.

Changes or reinterpretations of such tax laws and regulations, or differing application by tax authorities, could result in additional tax liabilities for us or our customers, and may create significant administrative burdens. An expansion by a state or local government, or other country or jurisdiction of sales, use, value added, digital services, or other similar taxes could, among other things, result in additional tax liabilities for us or our customers and/or create additional administrative burdens for us. If we are unsuccessful in collecting such taxes from our customers, we could be held liable for such costs. Such tax assessments, penalties and interest or future requirements may adversely affect our operating results. We cannot predict the timing or effect of any such changes, and any expansion of our tax collection obligations could adversely affect our business, operating results, or financial condition.

In addition, various taxing authorities may challenge our historic practices, positions, or methodologies relating to the collection and remittance of sales, use, value added, digital services, or other similar taxes. Such authorities may seek to audit our records or assess taxes, interest, or penalties for prior periods, including in jurisdictions where we have not historically collected or remitted these taxes. Any such assessments or audits for past sales could result in substantial liabilities, which may adversely affect our business, operating results, or financial condition.

Risks related to this offering and ownership of our Class A common stock

The market price of our Class A common stock may be volatile, and you could lose all or part of your investment.

We cannot predict the prices at which our Class A common stock will trade. The initial public offering price per share of our Class A common stock will be determined by negotiations between us and the underwriters and may not bear any relationship to the market price per share at which our Class A common stock will trade after this offering. Furthermore, the market price of our Class A common stock following this offering may fluctuate substantially and may be lower than the initial public offering price per share. The market price of our Class A common stock following this offering will depend on a number of factors, including, but not limited to, those described in this “Risk factors” section, many of which are beyond our control and may not be related to our operating results. In addition, the limited public float of our Class A common stock following this offering will tend to increase the volatility of the trading price of our Class A common stock. These fluctuations could cause you to lose all or part of your investment in our Class A common stock, since you may not be able to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations in the market price of our Class A common stock include, but are not limited to, the following:

•actual or anticipated changes or fluctuations in our operating results;

•the global political, economic, and macroeconomic climate, including, but not limited to, tariffs or trade restrictions, actual or perceived instability in the financial industry, labor shortages, supply chain disruptions, potential recession, inflation, and interest rate volatility;

•our incurrence of any material amounts of indebtedness;

•our ability to produce timely and accurate financial statements;

•the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;

•announcements by us or our competitors of new offerings or new or terminated significant contracts, commercial relationships, acquisitions, or capital commitments;

•industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC;

•rumors and market speculation involving us or other companies in our industry;

•price and volume fluctuations in the overall stock market from time to time;

•the overall performance of the stock market or the performance of public technology companies;

•the expiration of market standoff or contractual lock up agreements and sales of shares of our Class A common stock by us or our stockholders;

•failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet financial analysts’ estimates or the expectations of investors;

•actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

•developments in AI;

•litigation or other proceedings involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors or others that may be associated with us;

•developments or disputes concerning our intellectual property rights, or third-party intellectual property or other proprietary rights that we rely on or have implemented into our platform;

•new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•any major changes in our management or our board of directors;

•other events or factors, including, but not limited to, those resulting from acts of war, terrorism, armed conflict, including the conflicts in the Middle East and Ukraine and tensions between China and Taiwan, or responses to these events; and

•actual or perceived cybersecurity incidents.

In addition, the stock market in general, and the market for technology companies in particular, has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies, particularly during the current period of global macroeconomic uncertainty. These economic, political, regulatory, and market conditions may negatively impact the market price of our Class A common stock, regardless of our actual operating results. In the past, securities class action litigation and derivative litigation have often been instituted against companies following periods of volatility in the market price of a company’s securities. These types of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could adversely affect our business, operating results, or financial condition. Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy limits and coverage or to forgo insurance that we may otherwise rely on to cover significant litigation defense costs, settlements, and damages awarded to plaintiffs, or incur substantially higher costs to maintain the same or similar coverage. Any of the above potential effects relating to potential volatility in the market price of our Class A common stock could have an adverse effect on our business, operating results, and financial condition.

The multi-class structure of our common stock has the effect of concentrating voting power with Shoaib Makani, our co-founder, Chief Executive Officer, and a member of our board of directors, which will limit your ability to influence the outcome of important transactions, including a change in control.

Our Class B common stock has 20 votes per share, our Class A common stock has one vote per share, and our Class C common stock does not have voting rights, except as required by law.

Following this offering of our Class A common stock, Shoaib Makani will collectively hold all of the issued and outstanding shares of our Class B common stock. For additional information, see the section titled “Description of capital stock.”

Accordingly, upon the closing of this offering, and assuming no exercise of the underwriters’ option to purchase additional shares, Mr. Makani will represent approximately % of the total voting power of our outstanding capital stock, which total voting power may increase over time upon the exercise or settlement of equity awards held by Mr. Makani. Therefore, Mr. Makani will be able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions. Mr. Makani may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing, or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company, and may ultimately affect the market price of our Class A common stock.

Additionally, future issuances of our Class C common stock may further concentrate Mr. Makani’s voting power by prolonging the duration of his control and/or by giving him an opportunity to achieve liquidity without diminishing his voting power. See the risk factor titled “—Any future issuance of our Class C common stock may have the effect of further concentrating voting control in our Class B common stock, may discourage potential acquisitions of our business, and could have an adverse effect on the market price of our Class A common stock.” For information about the multi-class structure of our common stock, see the section titled “Description of capital stock.” If we are unable to effectively manage these risks, our business, operating results, financial condition, and prospects could be adversely affected.

The multi-class structure of our common stock may adversely affect the trading market for our Class A common stock.

We cannot predict whether the multi-class structure of our common stock will result in a lower or more volatile market price of our Class A common stock, adverse publicity, or other adverse consequences. Certain stock index providers exclude or limit the ability of companies with multi-class share structures from being added to certain of their indices. In addition, several stockholder advisory firms and large institutional investors oppose the use of multi-class structures. As a result, the multi-class structure of our common stock may make us ineligible for inclusion in certain indices and may discourage such indices from selecting us for inclusion, notwithstanding our automatic termination provision, may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure, and may result in large institutional investors not purchasing shares of our Class A common stock. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, any exclusion from certain stock indices could result in less demand for our Class A common stock. Any actions or publications by stockholder advisory firms or institutional investors critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A common stock.

No public market for our Class A common stock currently exists, and an active public trading market may not develop or be sustained following this offering.

Prior to this offering, there has been no public market or active private market for our Class A common stock. We have applied to list our Class A common stock on the NYSE. However, an active trading market may not develop following the closing of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the market price of your shares of our Class A common stock. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

Sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could cause the market price of our Class A common stock to decline.

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, could cause the market price of our Class A common stock to decline.

All of the shares of our Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1934, as amended (the “Securities Act”), except that any shares held by our affiliates, as defined in Rule 144 under the Securities Act, would only be able to be sold in compliance with Rule 144 and any applicable lock-up agreements described below.

We, all of our directors and executive officers, the selling stockholders, and substantially all of the holders of our common stock, or securities exercisable for or convertible into our common stock outstanding immediately prior to this offering, are subject to market stand-off provisions or will enter into agreements with the underwriters, under which we and such holders will agree not to offer, sell, or agree to sell, directly or indirectly, any shares of common stock without the consent of J.P. Morgan Securities LLC, on behalf of the underwriters, during the period ending 180 days after the date of this prospectus (the “lock-up period”), subject to customary exceptions and provisions that provide for the release of certain shares of our Class A common stock. When the lock-up period expires, we and our securityholders subject to a lock-up agreement or market standoff provision will be able to sell our shares in the public market. In addition, J.P. Morgan Securities LLC may, in its sole discretion, release all or some portion of the shares subject to lock-up agreements prior to the expiration of the lock-up period. For additional information, see the section titled “Shares eligible for future sale.” Sales of a substantial number of such shares upon expiration of the lock-up agreements and market standoff provisions, or the perception that such sales may occur, or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your shares of our Class A common stock at a time and price that you deem appropriate.

We anticipate that we will net-settle the IPO Vesting RSUs in the RSU Net Settlement as described and defined in the section titled “The offering.” For RSUs that will vest after the effectiveness of the registration statement of which this prospectus forms a part and prior to the expiration of the lock-up period, we will have discretion to sell-to-cover rather than net-settle shares underlying these RSUs to satisfy the associated tax withholding and remittance obligations. The lock-up agreements and market standoff provisions may permit sell-to-cover transactions to cover tax withholding and remittance obligations related to the vesting and/or settlement of RSUs and stock options during the lock-up period. If we decide to sell-to-cover rather than net-settle shares underlying these RSUs and stock options, up to approximately of our Class A common stock underlying RSUs and stock options outstanding as of , 2025 under our Amended and Restated 2013 Equity Incentive Plan (the “2013 Plan”) will be eligible for sale in the open market during the lock-up period in connection with such sell-to-cover transactions. In addition, if the market-based vesting conditions of certain performance-based equity awards held by each of Mr. Makani, our co-founder, Chief Executive Officer, and a member of our board of directors, and Mr. Shah, our Chief Financial Officer, as described in the sections titled “Executive compensation—CEO equity awards” and “Executive compensation—CFO 2024 performance-based equity award,” are achieved and we allow either of Mr. Makani or Mr. Shah to net exercise or net settle, as applicable, all or a portion of the shares underlying such awards, we could expend significant funds to satisfy the associated tax withholding obligations. Further, to the extent that an election is made to sell-to-cover all or a portion of the shares underlying the equity awards granted to Mr. Makani or Mr. Shah, such sales could increase the volatility of the trading price of our Class A common stock.

As of , 2025, we had stock options and RSUs outstanding that, if fully exercised or vested and settled, as applicable, would result in the issuance of shares of our Class A common stock and shares of our Class A common stock, respectively, and we also had outstanding warrants exercisable for the purchase of shares of our Class A common stock. In addition, as of ,

2025, we had stock options and RSUs outstanding that are subject to a stock exchange agreement (the “Exchange Agreement”) with Mr. Makani pursuant to which, if fully exercised or vested and settled, as applicable, would result in the issuance of shares of our Class A common stock and shares of our Class A common stock, respectively, which would be exchangeable for an aggregate of shares of Class B common stock. All of the shares of our Class A common stock issuable upon the exercise or settlement of stock options, warrants, or RSUs, and the shares reserved for future issuance under our equity incentive plans, will be registered for public resale under the Securities Act. Accordingly, these shares will be able to be freely sold in the public market upon issuance subject to existing lock-up agreements or market standoff provisions and applicable vesting requirements.

Further, as of , 2025, we had Convertible Securities outstanding that, if fully converted pursuant to the Security Conversion as described and defined in the section titled “The offering,” would result in the issuance of shares of our Class A common stock.

Immediately following this offering, the holders of shares of our common stock will have rights, subject to some conditions, to require us to file registration statements for the public resale of our Class A common stock issuable upon conversion of such shares or to include such shares in registration statements that we may file for us or other stockholders.

We may also issue our shares of common stock or securities convertible into shares of our common stock from time to time in connection with a financing, acquisition, investment, or otherwise. Any further issuance could result in substantial dilution to our existing stockholders, especially if the issuance were to occur at a price below the then-current market price of our Class A common stock. Any future issuances could cause the market price of our Class A common stock to decline.

Moreover, during the quarter in which this offering is completed, we will begin recording stock-based compensation expense for RSUs that we have granted to our service providers, which vest upon the satisfaction of both a service-based vesting condition and a liquidity event-based vesting condition. We expect the liquidity event-based vesting condition will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part. If the liquidity event-based vesting condition had occurred on , 2025, we would have recorded $ million of stock-based compensation, and we would recognize additional stock-based compensation of $ million over a weighted-average remaining requisite service period of years. At the time of the offering, we expect to recognize stock-based compensation expense of approximately $ million with respect to RSUs for which the service-based vesting condition was satisfied or partially satisfied as of , 2025 and for which we expect the liquidity event-based vesting condition to be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part. Following this offering, our future cost of revenue and operating expenses, particularly during the quarter in which this offering is completed, will include a substantial amount of stock-based compensation expense with respect to these RSUs, as well as any other equity awards we have granted and may grant in the future, which will have an adverse impact on our ability to achieve profitability. For additional information, see the section titled “Management’s discussion and analysis of financial condition and results of operations—Critical accounting estimates—Stock-based compensation.”

If our operating and financial performance in any given period does not meet any guidance that we provide to the public, the market price of our Class A common stock may decline.

We may, but are not obligated to, provide public guidance on our expected operating and financial results for future periods. Any such guidance will be comprised of forward-looking statements subject to the risks and uncertainties described in this prospectus and in our other public filings and public statements. Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty. If, in the future, our operating or financial results for a particular period do not meet any guidance we provide or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of our Class A common stock may decline. Even if we do issue public guidance, there can be no assurance that we will continue to do so in the future.

If financial analysts issue inaccurate or unfavorable research regarding our Class A common stock, our stock price and trading volume could decline.

The trading market for our Class A common stock will be influenced by the research and reports that financial analysts publish about us, our business, our market, and our competitors. We do not control these analysts or the content and opinions included in their reports. As a new public company, the analysts who publish information about our Class A common stock will have had relatively little experience with our company, which could affect their ability to accurately forecast our results and make it more likely that we fail to meet their estimates. If any of the analysts who cover us issue an inaccurate or unfavorable opinion regarding our stock price, our stock price would likely decline. In addition, the stock prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If our financial results fail to meet, or significantly exceed, our announced guidance or the expectations of analysts or public investors, analysts could downgrade our Class A common stock or publish unfavorable research about us. If one or more of these analysts cease coverage of our Class A common stock or fail to publish reports on us regularly, our visibility in the financial markets could decrease, which in turn could cause our stock price or trading volume to decline.

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

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our operating results, financial condition, capital requirements, general business conditions, instruments, and other factors that our board of directors may deem relevant. Additionally, our ability to pay dividends is limited by restrictions on our ability to pay dividends or make distributions under the terms of the Credit Agreement and Convertible Securities. Accordingly, investors must rely on sales of their shares of our Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

The initial public offering price of our Class A common stock may not be indicative of the market price of our Class A common stock after this offering.

The initial public offering price was determined by negotiations between us and representatives of the underwriters, based on numerous factors which we discuss in “Underwriting,” and may not be indicative of the market price of our Class A common stock after this offering. If you purchase our Class A common stock, you may not be able to resell those shares at or above the initial public offering price.

Because the initial public offering price per share of our Class A common stock will be substantially higher than the pro forma net tangible book value per share of our outstanding Class A common stock following this offering, new investors will experience immediate and substantial dilution.

The initial public offering price per share will be substantially higher than the pro forma net tangible book value per share of our Class A common stock immediately following this offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our Class A common stock in this offering, based on the midpoint of the offering price range set forth on the cover page of this prospectus, and the issuance of shares of our Class A common stock in this offering, you will experience immediate dilution of $ per share, the difference between the price per share you pay for our Class A common stock and its pro forma net tangible book value per share as of , 2025 after giving effect to the issuance of shares of our Class A common stock in this offering. Furthermore, if current or future outstanding warrants or equity awards are settled in shares of our capital stock, or if we otherwise issue additional shares of our capital stock, you could experience further dilution. For additional information, see the section titled “Dilution.”

Additional stock issuances could result in significant dilution to our stockholders.

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. For example, we have and expect to continue to grant equity awards to employees, directors, and consultants under our equity incentive plans. Any issuances of common stock resulting from the exercise of outstanding stock options or the settlement of outstanding RSUs would be dilutive to holders of our common stock. We may also raise capital through equity financings in the future. In addition, 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. The amount of dilution as a result of any of these issuances could be substantial and cause the trading price of our Class A common stock to decline.

We are an “emerging growth company” and the reduced reporting requirements applicable to emerging growth companies could make our Class A common stock less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements, and (iii) exemptions from the requirements of holding nonbinding advisory stockholder votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements in this prospectus.

We could be an emerging growth company for up to five years following the closing of this offering, although circumstances could cause us to lose that status earlier, including if we are deemed to be a “large accelerated filer,” which occurs when the market value of our common stock that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30, or if we have total annual gross revenue of $1.235 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging growth company as of the following December 31, or if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time, in which case we would no longer be an emerging growth company immediately.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an “emerging growth company” or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act, upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.

We will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

We will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. If we do not use the net proceeds that we receive in this offering effectively, our business, operating results, and financial condition could be harmed, and the market price of our Class A common stock could decline. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, and

guaranteed obligations of the U.S. government that may not generate a high yield. These investments may not yield a favorable return to our investors.

Provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may limit attempts by our stockholders to replace or remove our current management.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws that will become effective immediately prior to the closing of this offering may have the effect of delaying or preventing a merger, acquisition, or other change of control of the company that the stockholders may consider favorable. In addition, because our board of directors is responsible for appointing the members of our management team, 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. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws that will become effective immediately prior to the closing of this offering include provisions that:

•from and after the Trigger Date (as defined in the section titled “Management—Classified board of directors”), subject to the special rights of any preferred stock then outstanding, provide that our board of directors is classified into three classes of directors with staggered three-year terms;

•permit our board of directors to establish the number of directors and fill any vacancies and newly created directorships, provided that, prior to the Trigger Date, any vacancies and newly created directorships may be filled by our stockholders with the approval of a majority of the voting power of the shares of our capital stock then outstanding;

•from and after the Trigger Date, require supermajority voting to amend some provisions in our amended and restated certificate of incorporation and amended and restated bylaws;

•authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan or issue other shares of preferred stock or common stock;

•from and after the Trigger Date, provide that only the chair of our board of directors, our chief executive officer, or a majority of the total number of our authorized directors will be authorized to call a special meeting of stockholders;

•from and after the Trigger Date, eliminate the ability of our stockholders to call special meetings of stockholders;

•do not provide for cumulative voting;

•from and after the Trigger Date, subject to the special rights of any preferred stock then outstanding, provide that directors may only be removed “for cause” and only with the approval of two-thirds of the voting power of the shares of our capital stock then outstanding;

•provide for a multi-class common stock structure in which holders of our Class B common stock may have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our common stock, including the election of directors and other significant corporate transactions, such as a merger or other sale of our company or its assets;

•from and after the Trigger Date, subject to the special rights of any preferred stock then outstanding, prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

•provide that our board of directors is expressly authorized to adopt, amend, or repeal our amended and restated bylaws; and

•establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Moreover, Section 203 of the Delaware General Corporation Law (the “DGCL”), may discourage, delay, or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.

Our amended and restated bylaws contain exclusive forum provisions for certain claims, which may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated bylaws that will become effective immediately prior to the closing of this offering will provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware), to the fullest extent permitted by law, will be the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the DGCL, our amended and restated certificate of incorporation that will become effective immediately prior to the closing of this offering, or our amended and restated bylaws, any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation, or our amended and restated bylaws, any action asserting a claim against us that is governed by the internal affairs doctrine or any action asserting an internal corporate claim (as defined in the DGCL).

Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for U.S. federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Our amended and restated bylaws provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). Our decision to adopt a Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that U.S. federal or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in U.S. federal court and cannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in U.S. federal court.

Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or employees, which may discourage lawsuits against us and our directors, officers, and employees. Alternatively, if a court were to find the choice of forum provision contained in 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 harm our business, operating results, and financial condition.

Any future issuance of our Class C common stock may have the effect of further concentrating voting control in our Class B common stock, may discourage potential acquisitions of our business, and could have an adverse effect on the market price of our Class A common stock.

Under our amended and restated certificate of incorporation that will become effective immediately prior to the closing of this offering, we will be authorized to issue up to shares of our Class C common stock. Although we have no current plans to issue any shares of our Class C common stock, we may in the future issue shares of our Class C common stock for a variety of corporate purposes, including financings, acquisitions, investments, and equity incentives to our employees, consultants, and directors. Any future issuance of our Class C common stock may have the effect of further concentrating voting control in our Class B common stock, may discourage potential acquisitions of our business, and could have an adverse effect on the market price of our Class A common stock. Our authorized but unissued shares of Class C common stock are available for issuance upon the approval of our board of directors without stockholder approval, except as may be required by the listing rules of the NYSE. Because our Class C common stock carries no voting rights (except as otherwise required by law) and will not be listed for trading on an exchange or registered for sale with the SEC, shares of our Class C common stock may be less liquid and less attractive to any future recipients of these shares than shares of our Class A common stock, although we may seek to list our Class C common stock for trading and register shares of our Class C common stock for sale in the future.

Further, we could issue shares of our Class C common stock to Mr. Makani, and, in that event, he would be able to sell such shares of our Class C common stock and achieve liquidity in his holdings without diminishing his voting power. In addition, because our Class C common stock carries no voting rights (except as otherwise required by law), if we issue shares of our Class C common stock in the future, the holders of our Class B common stock may be able to hold significant voting control over most matters submitted to a vote of our stockholders for a longer period of time than would be the case if we issued our Class A common stock rather than our Class C common stock in such transactions.

In addition, any and all outstanding shares of our Class C common stock will convert automatically into Class A common stock, on a share-for-share basis, following both (a) the earliest to occur of (i) the conversion or exchange of all outstanding shares of our Class B common stock into shares of our Class A common stock, (ii) the Class B Automatic Conversion (as defined in the section titled “Description of capital stock—Common stock—Conversion”), and (iii) the affirmative vote of the holders of a majority of the outstanding shares of our Class B common stock, voting separately as a single class, and (b) the date and time, or occurrence of an event, specified by the holders of a majority of the outstanding shares of our Class A common stock, voting as a separate class.

Special note regarding forward-looking statements

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future results of operations and financial condition, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses, including changes in operating expenses, and our ability to achieve and maintain future profitability;

•our business plan and our ability to effectively manage our growth;

•our total market opportunity;

•anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;

•market acceptance of our platform, products, and services;

•beliefs and objectives for future operations;

•our ability to attract new customers and retain and grow sales within our existing customers;

•our ability to develop and introduce new products and services and bring them to market in a timely manner;

•our ability to successfully incorporate artificial intelligence (“AI”) into our platform, as well as our existing and future products and services and to successfully deploy them;

•our expectations concerning relationships and partnerships with third parties, domestically and internationally;

•our ability to maintain, protect, and enhance our intellectual property rights;

•our ability to successfully defend litigation against us;

•our ability to expand internationally;

•the effects of increased competition in our markets and our ability to compete effectively;

•our ability to identify, recruit, hire, and retain skilled personnel, including key members of senior management;

•future acquisitions or investments in complementary companies or products, technologies, or services;

•our ability to stay in compliance with laws and regulations that currently apply or may become applicable to our business both in the United States and internationally;

•economic and industry trends, projected growth, or trend analysis;

•the effects of seasonal trends on our operating results;

•general economic conditions in the United States and globally, including the effects of global geopolitical conflicts, tariffs, inflation, interest rate volatility, potential instability in the global banking sector, the federal debt ceiling and budget, and foreign currency exchange rates;

•our ability to operate and grow our business in light of macroeconomic uncertainty;

•increased expenses associated with being a public company;

•our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing;

•our intended use of our existing cash and cash equivalents and the net proceeds from this offering; and

•other statements regarding our future operations, financial condition, and prospects and business strategies.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business strategy, and short-term and long-term business operations and objectives. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations, except as required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Although we believe such information to be reliable and we are responsible for all of the disclosure contained in this prospectus, our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

Industry and market data

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity, and market size, is based on information from various sources, including our own estimates, as well as assumptions that we have made that are based on such data and other similar sources and on our knowledge of the markets for our products. This information involves important assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we are responsible for all of the disclosure contained in this prospectus and we believe the third-party market position, market opportunity, and market size data included in this prospectus are reliable, we have not independently verified the accuracy or completeness of this third-party data. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections titled “Risk factors” and “Special note regarding forward-looking statements,” as well as elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

This prospectus contains statistical data, estimates, and forecasts that are based on publications or reports generated by third parties, or other publicly available information, as well as other information based on our internal sources.

The sources of certain statistical data, estimates, and forecasts contained in this prospectus are provided below:

•American Transportation Research Institute, An Analysis of the Operational Costs of Trucking: 2025 Update, July 2025.

•Bob Davis and Jon Hilsenrath, How the U.S. Lost its Place as the World’s Manufacturing Powerhouse, the Wall Street Journal, May 2022.

•Frost & Sullivan, Global Connected Truck Telematics Outlook—Empowering Connectivity and Maximizing Vehicle Uptime are Top Fleet Priorities as Efforts to Future-proof Transportation Intensify, June 2024.

•Frost & Sullivan, Global Connected Truck Telematics Outlook—Intensifying Trade Wars, Reciprocal Tariffs, and an Uncertain Economic Outlook Developed Regions Are Expected to Muffle Growth, August 2025.

•International Data Corporation, Worldwide Video Surveillance Camera Forecast, 2023 – 2027: A Fragmented Market, but Robust Growth, May 2023. Figures from this report are accurate as of the report’s publication date.

•Motive Technologies, Inc., Achieve faster ROI with the only unified AI-powered platform, August 2025.

•Motive Technologies, Inc., Maximize ROI through visibility and control, September 2023.

•Strategy Analytics, Inc. (later acquired by TechInsights Inc.), AI Dash Cam Benchmarking, April 2022, a third-party research study commissioned by Motive Technologies, Inc.

•Virginia Tech Transportation Institute, AI Dash Cam Performance Benchmark Testing, June 2023 (revised August 2023 and October 2025), a third-party research study commissioned by Motive Technologies, Inc.

•World Bank Group, World Development Indicators: Structure of Value Added, July 2025.

Use of proceeds

We estimate that the net proceeds from this offering will be approximately $ million (or approximately $ million if the underwriters exercise their option to purchase additional shares in full) based upon the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of our Class A common stock by any of the selling stockholders.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds from this offering by approximately $ million, assuming that the number of shares of our Class A common stock offered by us remains the same and after deducting underwriting discounts and commissions. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of our Class A common stock offered by us would increase (decrease) the net proceeds from this offering by approximately $ million, assuming that the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to create a public market for our Class A common stock, increase our visibility in the marketplace, obtain additional capital, increase our capitalization and financial flexibility, and facilitate an orderly distribution of shares for the selling stockholders. We currently intend to use the net proceeds from this offering primarily for working capital and other general corporate purposes, which may include product development, general and administrative matters, and capital expenditures. We also intend to use a portion of the net proceeds together with existing cash and cash equivalents, if necessary, to satisfy our estimated tax withholding and remittance obligations related to the RSU Net Settlement. Assuming (i) the fair market value of our Class A common stock at the time of settlement will be equal to the assumed initial public offering price per share of $ , which is the midpoint of the offering price range set forth on the cover page of this prospectus, and (ii) an assumed % tax withholding rate, we estimate that these tax withholding and remittance obligations related to the RSU Net Settlement will be $ million in the aggregate. We may also use a portion of the net proceeds, if any, for the acquisition of, or investment in, technologies, solutions, or businesses that complement our business. However, we do not have agreements or commitments for any material acquisitions or investments at this time.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, assuming no change to the applicable tax rate, would increase (decrease) the amount of our estimated tax withholding and remittance obligations by approximately $ million.

We will have broad discretion in the way that we use the net proceeds of this offering. We cannot specify with certainty all of the particular uses for the remaining net proceeds from this offering. Pending their use as described above, we intend to invest a portion of net proceeds from this offering in one or more capital-preservation investments, which may include short-term, investment-grade interest-bearing securities, such as money market funds, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government.

Dividend policy

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our capital stock in the foreseeable future. Additionally, our ability to pay dividends or make distributions is limited by certain restrictions provided under the Credit Agreement and the Convertible Securities. For additional information regarding the Credit Agreement and the Convertible Securities, see the section titled “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources—Sources of liquidity.” Any future determination to declare dividends will be made at the discretion of our board of directors and will depend, among other things, on our financial condition, results of operations, capital requirements, general business conditions, restrictions in our current or future debt instruments, and other factors that our board of directors may deem relevant.

Capitalization

The following table sets forth our cash and cash equivalents and our capitalization as of , 2025, on:

•an actual basis;

•a pro forma basis, which reflects (i) the Capital Stock Conversion, (ii) the Security Conversion, including the reclassification of the embedded derivative liability related to the Convertible Securities to additional paid-in capital, (iii) the Option Exercise, (iv) an increase to additional paid-in capital and accumulated deficit related to stock-based compensation of $ million associated with the RSU Net Settlement and $ million associated with performance stock options and performance RSUs for which the liquidity event-based vesting condition and certain components of the market-based or performance-based vesting conditions will be satisfied in connection with this offering, (v) the net issuance of shares of our Class A common stock in connection with the RSU Net Settlement, after withholding shares to satisfy our associated estimated tax withholding and remittance obligations of $ million (based upon the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and an assumed % tax withholding rate), and (vi) the filing and effectiveness of our amended and restated certificate of incorporation that will become effective immediately prior to the closing of this offering (such capitalized terms as defined in the section titled “The offering”); and

•a pro forma as adjusted basis, which reflects (i) the pro forma adjustments set forth above, (ii) the sale and issuance of shares of our Class A common stock in this offering at the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, (iii) the receipt by us of gross proceeds in connection with the Option Exercise, and (iv) the application of the net proceeds therefrom as described in the section titled “Use of proceeds.”

The information below is illustrative only and our capitalization following this offering will be adjusted based, among other things, on the actual initial public offering price and other terms of this offering determined at pricing, the actual tax withholding rates, and the actual number of RSUs settled upon the effectiveness of the registration statement of which this prospectus forms a part. You should read this table together with our consolidated financial statements and the accompanying notes, and the section

titled “Management’s discussion and analysis of financial condition and results of operations,” that are included elsewhere in this prospectus.

As of , 2025

Actual

Pro forma

Pro forma as

adjusted(1)

(in thousands, except share and per share data)

(unaudited)

Cash and cash equivalents

Convertible securities

Long-term debt

Total liabilities

Convertible preferred stock, $0.0001 par value per share; shares authorized, shares issued and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted

Stockholders’ (deficit) equity:

Preferred stock, $0.0001 par value per share; no shares authorized, no shares issued and outstanding, actual; shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted

Class A common stock, $0.0001 par value per share; shares authorized, shares issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted

Class B common stock, $0.0001 par value per share; shares authorized, issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted

Class C common stock, $0.0001 par value per share; no shares authorized, issued, and outstanding, actual; shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted

Additional paid-in capital

Accumulated deficit

Total stockholders’ (deficit) equity

Total capitalization

(1)Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) the amount of our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ (deficit) equity, and total capitalization by $ million, assuming that the number of shares of our Class A common stock offered by us remains the same, and after deducting underwriting discounts and commissions. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of our Class A common stock offered by us would increase (decrease) the amount of our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ (deficit) equity, and total capitalization by $ million, assuming that the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and offering expenses payable by us. In addition, each 1.0% increase (decrease) in our estimated tax withholding rate would increase (decrease) the amount of our estimated tax withholding and remittance obligations related to the RSU Net Settlement and decrease (increase) cash and cash equivalents, additional paid-in capital, total stockholders’ (deficit) equity, and total capitalization by $ million, assuming that the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, remains the same, that the number of shares of our Class A common stock offered by us remains the same, and after deducting underwriting discounts and commissions. Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) the amount of our estimated tax withholding and remittance obligations related to the RSU Net Settlement and decrease (increase) cash and cash equivalents, additional paid-in capital, total stockholders’ (deficit) equity, and total capitalization by $ million, assuming that the tax withholding rate remains the same, that the number of shares of our Class A common stock offered by us remains the same, and after deducting underwriting discounts and commissions. If the underwriters’ option to purchase additional shares is exercised in full, the pro forma as

adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ (deficit) equity, and total capitalization would increase by $ million, and after deducting underwriting discounts and commissions, and we would have shares of our Class A common stock issued and outstanding, pro forma as adjusted.

The number of shares of our Class A common stock, Class B common stock, and Class C common stock that will be outstanding after this offering, pro forma and pro forma as adjusted, in the table above, is based on shares of our Class A common stock outstanding, shares of our Class B common stock outstanding, and no shares of our Class C common stock outstanding, each as of , 2025 (after giving effect to the Capital Stock Conversion, the Security Conversion, the Option Exercise, and the RSU Net Settlement), and excludes:

• shares of our Class A common stock issuable upon the exercise of stock options to purchase shares of our Class A common stock outstanding as of , 2025 under the 2013 Plan, with a weighted-average exercise price of $ per share;

• shares of our Class A common stock issuable upon the vesting and settlement of RSUs outstanding as of , 2025 under the 2013 Plan (i) for which the service-based vesting condition was not satisfied as of , 2025 and (ii) for which the liquidity event-based vesting condition will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part, after giving effect to the RSU Net Settlement;

On the date of this prospectus, any remaining shares of our Class A common stock available for issuance under the 2013 Plan will be added to the shares of our Class A common stock reserved for issuance under the 2026 Plan, and we will cease granting awards under the 2013 Plan. In addition, the shares of our Class A common stock that are withheld by us to satisfy our associated estimated tax withholding and remittance obligations as a result of the RSU Net Settlement will be added to the shares of our Class A common stock reserved for issuance under the 2026 Plan. The 2026 Plan and 2026 ESPP also provide for automatic annual increases in the number of shares reserved thereunder. See the section titled “Executive compensation—Stock plans” for additional information.

Dilution

If you invest in our Class A common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after this offering.

As of , 2025, our pro forma net tangible book value was $ million, or $ per share of our common stock. Our pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding as of , 2025, after giving effect to (i) the Capital Stock Conversion, (ii) the Security Conversion, including the reclassification of the embedded derivative liability related to the Convertible Securities to additional paid-in capital, (iii) the Option Exercise, (iv) an increase to additional paid-in capital and accumulated deficit related to stock-based compensation of $ million associated with the RSU Net Settlement and $ million associated with performance stock options and performance RSUs for which the liquidity event-based vesting condition and certain components of the market-based or performance-based vesting conditions will be satisfied in connection with this offering, (v) the net issuance of shares of our Class A common stock in connection with the RSU Net Settlement, after withholding shares to satisfy our associated estimated tax withholding and remittance obligations of $ million (based upon the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and an assumed % tax withholding rate), and (vi) the filing and effectiveness of our amended and restated certificate of incorporation that will become effective immediately prior to the closing of this offering.

After giving effect to (i) the sale and issuance of shares of our Class A common stock in this offering at the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and (ii) the application of the net proceeds therefrom as described in the section titled “Use of proceeds,” our pro forma as adjusted net tangible book value as of , 2025 would have been $ million, or $ per share. This represents an immediate increase in pro forma net tangible book value of $ per share to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $ per share to investors purchasing shares of our Class A common stock in this offering at the assumed initial public offering price, which is the midpoint of the offering price range set forth on the cover page of this prospectus.

The following table illustrates this dilution on a per share basis to new investors:


Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of , 2025, before giving effect to this offering	$
Increase in pro forma net tangible book value per share attributable to new investors purchasing Class A common stock in this offering
Pro forma as adjusted net tangible book value per share immediately after this offering		$
Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering		$

The dilution information discussed above is illustrative only and will change based, among other things, on the actual initial offering price and other terms of this offering determined at pricing, the actual tax withholding rates, and the actual number of RSUs settled upon the effectiveness of the registration statement of which this prospectus forms a part. Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) the amount of our pro forma as adjusted net tangible book value per share after this offering by $ per share and would increase (decrease) the

dilution per share to new investors in this offering by $ per share, assuming that the number of shares of our Class A common stock offered by us remains the same and after deducting underwriting discounts and commissions. Similarly, an increase of 1.0 million shares in the number of shares of our Class A common stock offered by us would increase the amount of our pro forma as adjusted net tangible book value per share after this offering by $ per share and would decrease the dilution to new investors by $ per share, and a decrease of 1.0 million shares in the number of shares of our Class A common stock offered by us would decrease the pro forma as adjusted net tangible book value per share after this offering by $ per share and increase the dilution to new investors by $ per share, in each case assuming that the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares in full, the pro forma as adjusted net tangible book value per share of our common stock after giving effect to this offering would be $ per share, and the dilution in pro forma as adjusted net tangible book value per share to investors in this offering would be $ per share.

The following table summarizes, on a pro forma as adjusted basis as of , 2025, after giving effect to the pro forma adjustments described above, the difference between existing stockholders and new investors purchasing shares of our Class A common stock in this offering with respect to the number of shares purchased from us, the total consideration paid to us, and the weighted-average price per share paid by our existing stockholders or to be paid by investors purchasing shares in this offering at the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us:


	Shares purchased			Total consideration
	Number	Percent		Amount	Percent		Weighted average price per share
Existing stockholders		%		$	%		$
New public investors							$
Total		100	%	$	100	%

The presentation in this table regarding ownership by existing stockholders does not give effect to any purchases that existing stockholders may make through our directed share program or otherwise purchase in this offering. Sales by the selling stockholders in this offering will cause the number of shares held by existing stockholders before this offering to be reduced to shares, or % of the total number of shares of our Class A common stock outstanding immediately after the closing of this offering, and will increase the number of shares held by new investors to shares, or % of the total number of shares of our Class A common stock outstanding immediately after the closing of this offering.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors and total consideration paid by all stockholders by approximately $ million, assuming that the number of shares of our Class A common stock offered by us and the selling stockholders, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares. If the underwriters’ option to purchase additional shares is exercised in full, our existing stockholders would own % and our new investors would own % of the total number of shares of our common stock outstanding upon the closing of this offering.

In addition, to the extent we issue any additional stock options or RSUs or any outstanding stock options are exercised or outstanding RSUs vest and settle, or we issue any other securities or convertible debt in the future, investors will experience further dilution.

The foregoing tables and calculations (other than the historical net tangible book value calculations) are based on shares of our Class A common stock outstanding, shares of our Class B common stock outstanding, and no shares of our Class C common stock outstanding, each as of , 2025 (after giving effect to the Capital Stock Conversion, the Security Conversion, the Option Exercise, and the RSU Net Settlement), and excludes:

• shares of our common stock reserved for future issuance under our equity compensation plans, consisting of (i) shares of our Class A common stock available for future issuance under the 2013 Plan, as of , 2025 (which amount does not reflect RSUs that may be settled for shares of our Class A common stock granted after , 2025); (ii) shares of our Class A common stock reserved for future issuance under the 2026 Plan, which will become effective on the date immediately prior to the date of this prospectus; and (iii) shares of our Class A common stock reserved for issuance under the 2026 ESPP, which will become effective on the date of this prospectus.

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, the accompanying notes, and the other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Special note regarding forward-looking statements” and “Risk factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Our business

Motive is at the forefront of the transformation of the physical economy. For the first time ever, organizations that power the physical economy can connect and automate their operations end to end. Our Integrated Operations Platform enables these organizations to manage their workers, vehicles, equipment, and spend in one system. Powered by AI purpose-built for physical operations, our platform helps customers ensure the safety of their workers, connect their vehicles and equipment, and automate mission critical workflows. The result is safer, more productive, and more profitable operations for the organizations that adopt our platform.

In 2024, the physical economy generated over $50 trillion in annual economic output and comprised approximately 50% of global gross domestic product (“GDP”),11 spanning industries and verticals such as construction, oil and gas, trucking and logistics, manufacturing, agriculture, and the public sector, among others. Despite its scale, the physical economy has been underserved from a technology and innovation perspective relative to the knowledge economy.

Underpinning our Integrated Operations Platform is our AI system, engineered to meet the demanding accuracy requirements of mission-critical physical operations that have little tolerance for false positives. Our AI architecture is defined by a full stack system, including proprietary hardware, large volumes of high-quality annotated data, purpose-built AI models created by our team of highly-skilled AI engineers, and low-latency validation of model outputs to eliminate false positives. Potential false positives are promptly invalidated and removed by human review and incorporated into our data sets to improve their robustness and precision. In addition, we implement guardrails like multi-layer validation (through model benchmarking, human review, and quality assurance sampling), ensuring that erroneous detections are

11 According to estimates from the World Bank and a third-party report.

largely corrected before they reach customers. The design of our AI architecture allows us to offer a wide breadth of AI models with industry-leading precision and recall. We believe this approach is differentiated and makes it possible to deliver a highly reliable experience for our customers.

Our Integrated Operations Platform enables our customers to transform the safety of their workforce, the productivity of their workers and assets, and the profitability of their operations. Since January 1, 2023, we estimate that our platform helped prevent over 170,000 accidents, saved 1,500 lives, and in 2024, delivered over $175 million in fuel and fraud savings to our customers. On average, customers that used our AI Dashcam reduced collisions by 80%.12 Based on our 2025 survey (the “2025 ROI Survey”) on customer return on investment (“ROI”), the top quartile of our surveyed customers reported saving approximately 25% on insurance premiums, and, based on our 2023 survey (the “2023 ROI Survey”) on customer ROI, individual respondents in the top quartile reported saving up to 10.8 hours per week managing vehicle or asset repairs and downtime.13

12 Based on an internal study of customers with 150 or more active monthly vehicles and at least 90% AI Dashcam adoption for at least 12 months.

13 Results are calculated based on customer responses, management estimates, and internal data.

ended September 30, 2025, respectively. Our loss from operations, non-GAAP loss from operations, and net loss in recent periods reflect our continued investment in our business and our large market opportunity.

For definitions and additional information about ARR, NDR, and non-GAAP loss from operations, see the sections titled “—Key business metrics—Annualized recurring run-rate,” “—Key factors affecting our performance—Expansion with existing customers,” and “—Non-GAAP financial measures,” respectively.

In connection with this offering, we expect to recognize a significant non-cash cumulative stock-based compensation expense for RSUs granted to our employees and other service providers, which are subject to service-based and liquidity event-based vesting conditions. We expect the liquidity event-based condition will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part and that, as a result, we will recognize cumulative stock-based compensation expense for RSUs for which the service-based vesting condition has been satisfied at that time. Based on the RSUs outstanding as of , 2025, we expect to recognize approximately $ million of stock-based compensation expense upon the effectiveness of the registration statement of which this prospectus forms a part. We expect to recognize the remaining unrecognized non-cash compensation expense for RSUs that will be outstanding at that time ratably as the service-based vesting condition is satisfied following the closing of this offering. Based on the number of RSUs granted as of , 2025, we expect to recognize approximately $ million of stock-based compensation expense over the subsequent years.

We also expect to recognize a significant non-cash cumulative stock-based compensation expense for performance stock options and performance RSUs granted to certain employees, which are subject to service-based, liquidity event-based, and performance-based or market-based vesting conditions. We expect the liquidity event-based condition and certain components of the market-based or performance-based vesting conditions will be satisfied upon the effectiveness of the registration statement of which this prospectus forms a part. To the extent the requisite service periods of these awards have been completed, and to the extent the market-based vesting conditions are achieved or the performance-based vesting conditions are considered probable of being achieved, we will recognize cumulative stock-based compensation expense for performance stock options and performance RSUs. Based on the performance stock options and performance RSUs outstanding as of , 2025, we expect to recognize approximately $ million and $ million, respectively, of stock-based compensation expense related to the performance stock options and performance RSUs upon the effectiveness of the registration statement of which this prospectus forms a part. We expect to recognize the remaining unrecognized non-cash compensation expense for performance stock options and performance RSUs that will be outstanding at that time ratably as the service-based and remaining components of the market-based vesting conditions are achieved or the performance-based vesting conditions are considered probable of being achieved following the closing of this offering. Based on the number of performance stock-based awards granted as of , 2025, we expect to recognize approximately $ million of stock-based compensation expense for performance stock options and $ million of stock-based compensation expense for performance RSUs over the subsequent years.

For RSUs and other stock-based awards granted after the closing of this offering, we expect to record stock-based compensation expense ratably over the requisite service period.

For additional information regarding the potential risks associated with our stock-based compensation expense, see the section titled “Risk factors—Risks related to this offering an ownership of our Class A common stock—Sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could cause the market price of our Class A common stock to decline.”

Our business model

We generate a substantial majority of our revenue from subscriptions to our platform, contributing approximately 97%, 95%, and 95% of our revenue for 2023, 2024, and the nine months ended September 30, 2025, respectively. The remainder of our revenue in 2023, 2024, and the nine months

100

ended September 30, 2025 was related to our Spend Management product and other ancillary revenue streams.

A subscription to our platform includes the use of our platform, along with an integrated suite of hardware devices. Our subscription pricing is structured on a per asset, per product basis, with contracts typically spanning three years. Subscription revenue is recognized ratably over the term of the contract. Customer billings are issued monthly, quarterly, annually, or fully upfront, and payment terms are generally due upon receipt of invoice or net 30 days.

Revenue from our Spend Management product contributed approximately 2%, 3%, and 4% of our revenue in 2023, 2024, and the nine months ended September 30, 2025, respectively. We generate revenue from Spend Management primarily through interchange fees and rebates from the Motive partner network. We consider the vast majority of revenue generated from subscriptions and revenue from Spend Management collectively as recurring revenue, which contributed approximately 99%, 98%, and 99% of our revenue for the years ended December 31, 2023 and 2024 and the nine months ended September 30, 2025, respectively. Revenue generated from other ancillary items include sale of replacement hardware and accessories, professional services, as well as shipping and handling fees.

Key business metrics

We regularly review the following key business metrics to evaluate our business, measure our performance, identify trends, prepare financial projections, and make business decisions.

Annualized recurring run-rate

ARR reflects our ability to drive new subscription contracts and increased revenue from our Spend Management product, and to maintain and expand our relationships with existing customers. We define ARR as the annualized value of recurring revenue from subscription contracts that have commenced revenue recognition as of the end of the reporting period and the annualized value of revenue from our Spend Management product, which is calculated as four times the trailing three months of revenue as of the end of the reporting period.

ARR highlights trends that may be difficult to ascertain from a review of our consolidated financial statements due to ratable revenue recognition. ARR does not have a standardized definition and is not necessarily comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue prepared in accordance with GAAP and is not intended to be combined with or to replace it. ARR is not intended to be a forecast of future revenue or expected results, and the active contracts at the date used in calculating ARR may or may not be extended or renewed. The graph below shows ARR at the end of each quarter indicated.

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Number of customers with ARR greater than $100,000

The number of Large Customers reflects our performance and ability to maintain and expand our relationship with larger organizations.

We define Large Customers as business entities or organizations with one or more paid subscriptions to one or more of our products, or revenue from Spend Management, that contributed more than $100,000 in ARR as of a particular date. A single organization with multiple divisions, segments, or subsidiaries is generally counted as a single customer, even though we may enter into agreements with multiple parties within that organization. However, in cases where we do not have sufficient information to determine whether multiple parties are affiliated, we may count them as separate customers. Our customer count is also subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity.

Key factors affecting our performance

We believe the growth and success of our business depend on a number of key factors. While these factors present significant opportunities for our business, they also present the challenges that we must successfully address to continue to drive and sustain our growth.

Core Customer base expansion

We believe there remains a significant opportunity to further expand our Core Customer base. Customers in our Core Customer base have average fleet sizes of approximately 300 and typically require medium- to high-touch sales models and medium- to longer-term sales cycles. These organizations face complex operational challenges, but continue to rely on legacy offerings or nothing at all. We intend to capture this opportunity by continuing to invest in sales and marketing to drive adoption of our platform.

Our platform addresses challenges organizations in the physical economy face by enabling safety, operations, and finance teams to manage their workers, vehicles, equipment, and spend within a single system. This value proposition is expected to be a key driver of our ability to continue to acquire larger organizations as customers. As of September 30, 2025, we had 494 Large Customers, which increased by 58% from September 30, 2024.

Multi-product adoption

We believe the strength of our platform is demonstrated by the strong and increasing multi-product adoption rate of our customers. This is particularly evident among our Core Customers, where multi-product adoption rates have consistently increased over 2023, 2024, and the nine months ended September 30, 2025.

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As of September 30, 2025, approximately 89% of our Core Customers had adopted two or more of our products, as compared to 87% as of September 30, 2024, and approximately 40% of our Core Customers had adopted three or more of our products, as compared to 34% as of September 30, 2024. A product is defined as one of Fleet Management, Driver Safety, Equipment Monitoring, Workforce Management, AI Vision, or Spend Management.

Expansion with existing customers

We are focused on driving continued expansion among our existing customers through adopting multiple products across our platform and capturing additional workers, vehicles, and equipment within each customer’s operations. Our ability to expand within our customer base will depend on a number of factors, including our customers’ satisfaction, pricing, competition, and changes in our customers’ spending levels.

We calculate our NDR at the end of a period as of a measurement date by starting with our ARR from the cohort of active customers as of 12 months prior to such measurement date (the “Prior Period ARR”). We then calculate the ARR for those same customers as of the applicable period of measurement (the “Current Period ARR”). We then divide the Current Period ARR by the Prior Period ARR to calculate the NDR for the applicable measurement date. Our NDR reflects customer expansion, contraction, and customer churn. To calculate NDR for Core Customers and Large Customers, we consider the cohort of active customers as of 12 months prior to such measurement date and who have met or exceeded $7,500 of ARR, in the case of Core Customers, and $100,000 of ARR, in the case of Large Customers, during their lifetime as a customer. As of September 30, 2024 and 2025, our Core Customers had an NDR of 109% and 110%, respectively, and our Large Customers had an NDR of 124% and 126%, respectively.

International expansion

Continuous product innovation

We intend to continue developing innovative products, guided by a company culture that is customer-centric and problem seeking.

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Key components of results of operations

Revenue

In the years ended December 31, 2023 and 2024 and the nine months ended September 30, 2025, the vast majority of our revenue, approximately 97%, 95%, and 95%, respectively, was derived from subscriptions to our Integrated Operations Platform. Spend Management contributed approximately 2%, 3%, and 4% to our revenue in the years ended December 31, 2023 and 2024 and the nine months ended September 30, 2025, respectively. The rest of our revenue in all periods primarily came from sale of replacement hardware and accessories, professional services, and shipping and handling fees.

We generate revenue primarily from subscriptions to access and use our platform priced on a per asset, per product basis along with an integrated suite of hardware devices. Our contract terms vary, but typically span three years, and are generally noncancellable with automatic renewal for subsequent one-year terms. Our subscription arrangements reflect a combined performance obligation to access and use our Integrated Operations Platform. The platform is not distinct from the related hardware devices because the platform is highly interdependent and interrelated with the hardware devices, as both comprise a series of distinct services that work together to transform high volumes of operational data to provide customers with predictive, AI-driven insights throughout the customer’s subscription term. Revenue derived from the combined performance obligation to access and use our platform is recognized ratably over the customer’s subscription term, beginning when control of the services is transferred to the customer.

Revenue earned from our Spend Management product is primarily earned through interchange revenue and rebate revenue from the Motive partner network. Interchange revenue is earned under an agreement with a third-party card program manager to process Motive Card transactions and manage the relationship with the issuing bank and the card network. Interchange revenue is recognized when transactions are processed, net of fees for third-party services. We also earn revenue from our partner network by entering into arrangements with strategic partners to establish and enhance brand loyalty, whereby we earn fee rebates on qualifying purchases made by Motive cardholders. Revenue from our partner network is recognized when the qualifying purchase occurs, net of incentives paid to cardholders on qualifying purchases or other milestones.

Other revenue in both years primarily came from sale of replacement hardware and accessories, professional services, and shipping and handling fees.

We anticipate our revenue to increase as we expand our business with both new and current customers across new and established markets.

Cost of revenue

The main components of our cost of revenue include the amortization of deferred expenses related to hardware devices, warranty-related expenditures, costs associated with software hosting, data networks expenses, and employee-related costs for customer support, such as salaries and benefits. Additionally, it includes the amortization of capitalized internal-use software development costs, depreciation of property and equipment and allocated overhead expenses.

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We expect our cost of revenue will continue to increase in absolute dollars as our business grows and will fluctuate as a percentage of our revenue from period to period depending on the timing of continued investments in our platform or other unforeseen expenses. We expect our gross margin to decrease in the near term as we expect to capture new customers and anticipate incurring the associated hardware and installation costs. However, as we continue to scale our operations, we anticipate our gross margin to improve over time as a result of a reduction in amortization of device costs and data network expenses, driven by product efficiencies, economies of scale, and procurement strategies.

Operating expenses

Sales and marketing

Sales and marketing expenses consist primarily of employee-related costs such as salaries, sales commissions, related benefits, and stock-based compensation for our sales and marketing employees. Sales and marketing expenses also include expenses related to marketing and advertising efforts such as online marketing campaigns, events, social media, public relations, and branding, as well as travel and entertainment and allocated overhead costs.

We expect that our sales and marketing expenses will increase in absolute dollars as our business grows and we continue to scale and invest in our go-to-market organization. We anticipate that our sales and marketing expenses will increase in the near term, then decrease as a percentage of our revenue over time. Depending on the timing of our investments, our sales and marketing expenses as a percentage of our revenue may still fluctuate from period to period.

Research and development

Research and development expenses consist primarily of employee-related costs such as salaries, related benefits, and stock-based compensation for our product development employees. Research and development expenses also include third-party services for product development, consulting expenses, software expenses, depreciation expense related to equipment used in research and development activities, and allocated overhead costs.

We expect that our research and development expenses will increase in absolute dollars as we continue to invest in our platform. However, we anticipate that research and development expenses will decrease as a percentage of our revenue over time. Depending on the timing of our investments or other unforeseen expenses, research and development expenses as a percentage of our revenue may still fluctuate from period to period.

General and administrative

General and administrative expenses consist primarily of employee-related costs such as salaries, related benefits, and stock-based compensation for our executive, finance, legal, people operations, IT, and other administrative functions. General and administrative expenses also include professional fees and services, primarily litigation expenses, in addition to expensed software costs, bank fees, provision for credit losses, and allocated overhead costs.

Following the closing of this offering, we expect to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, and increased expenses for directors and officers insurance, investor relations, and professional services. We expect that our general and administrative expenses will increase in absolute dollars as our business grows but will decrease as a percentage of our revenue over time. However, depending on the timing of our investments or other unforeseen expenses such as increased litigation expenses, general and administrative expenses as a percentage of our revenue may still fluctuate from period to period.

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Legal settlement

Legal settlement expenses consist of estimated loss contingencies or known settlements related to certain legal cases.

Operating lease impairment and abandonment

Operating lease impairment and abandonment expenses consist of impairment charges related to the sublease of certain portions of our leased office space and expenses related to the abandonment of other portions of our leased office space.

Restructuring

Restructuring costs consist of charges related to employee severance payments and termination benefits as a result of a restructuring plan that we undertook in July 2023 to prioritize specific company initiatives, resulting in a 5% reduction in headcount.

Other expense, net

Other expense, net consists primarily of interest expense, change in fair value of the derivative liability and the 2025 Convertible Securities, and other items, including interest income and translation gain or loss on foreign exchange.

Provision for income taxes

Provision for income taxes consists primarily of income taxes related to foreign jurisdictions and U.S. federal and state income taxes. We maintain a full valuation allowance on our U.S. federal and state net deferred tax assets as we have concluded that it is not more likely than not that the deferred tax assets will be realized.

Results of operations

The following table sets forth our consolidated statements of operations data for the periods indicated:


	Year ended December 31,								Nine months ended September 30,
(in thousands, except percentages):	2023		2024		$ Change		% Change		2024		2025		$ Change		% Change
Revenue	$	310,309	$	370,450	$	60,141	19	%	$	268,920	$	327,319	$	58,399	22	%
Cost of revenue(1)	91,161		111,901		20,740		23		81,904		98,825		16,921		21
Gross profit	219,148		258,549		39,401		18		187,016		228,494		41,478		22
Operating expenses(1)
Sales and marketing	139,609		180,083		40,474		29		133,537		155,181		21,644		16
Research and development	94,369		98,716		4,347		5		72,827		80,914		8,087		11
General and administrative	62,951		87,456		24,505		39		63,301		73,402		10,101		16
Legal settlement	1,800		4,201		2,401		133		—		—		—		—
Operating lease impairment and abandonment	7,433		—		(7,433)		(100)		—		—		—		—
Restructuring	2,188		—		(2,188)		(100)		—		—		—		—
Total operating expenses	308,350		370,456		62,106		20		269,665		309,497		39,832		15
Loss from operations	(89,202)		(111,907)		(22,705)		25		(82,649)		(81,003)		1,646		(2)
Other expense, net	(18,963)		(40,326)		(21,363)		113		(30,640)		(56,702)		(26,062)		85
Loss before income taxes	(108,165)		(152,233)		(44,068)		41		(113,289)		(137,705)		(24,416)		22
Provision for income taxes	(602)		(752)		(150)		25		(627)		(819)		(192)		31
Net loss	$	(108,767)	$	(152,985)	$	(44,218)	41	%	$	(113,916)	$	(138,524)	$	(24,608)	22	%

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(1)Includes stock-based compensation expense, net of amounts capitalized, as follows:


	Year ended December 31,				Nine months ended September 30,
(in thousands)	2023		2024		2024		2025
Cost of revenue	$	1	$	—	$	—	$	—
Sales and marketing	403		100		93		—
Research and development	1,066		—		—		102
General and administrative	1,295		1,080		809		207
Total stock-based compensation expense	$	2,765	$	1,180	$	902	$	309

The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:


	Year ended December 31,(1)				Nine months ended September 30,(1)
	2023		2024		2024		2025
Revenue	100	%	100	%	100	%	100	%
Cost of revenue	29		30		30		30
Gross profit	71		70		70		70
Operating expenses
Sales and marketing	45		49		50		47
Research and development	30		27		27		25
General and administrative	20		24		24		22
Legal settlement	1		1		—		—
Operating lease impairment and abandonment	2		—		—		—
Restructuring	1		—		—		—
Total operating expenses	99		100		100		95
Loss from operations	(29)		(30)		(31)		(25)
Other expense, net	(6)		(11)		(11)		(17)
Loss before income taxes	(35)		(41)		(42)		(42)
Provision for income taxes	—		—		—		—
Net loss	(35)	%	(41)	%	(42)	%	(42)	%

(1)Percentages may not foot due to rounding.

Comparison of the nine months ended September 30, 2024 and 2025

Revenue

The following table presents our revenue for the periods indicated:


	Nine months ended September 30,
(in thousands, except percentages):	2024		2025		$ Change		% Change
Revenue	$	268,920	$	327,319	$	58,399	22	%

Revenue increased by $58.4 million, or 22%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Subscription revenue increased by $57.1 million, of which $18.8 million was from new customers acquired during the nine months ended September 30, 2025, and the remaining $38.3 million was from customers existing at or prior to December 31, 2024. Additionally, Spend Management revenue increased by $3.5 million due to higher adoption of the product and increased total payment volume on the platform. The increases were partially offset by a $2.3 million decrease in other revenue streams, primarily from a decrease in professional services revenue.

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Cost of revenue

The following table presents our cost of revenue for the periods indicated:


	Nine months ended September 30,
(in thousands, except percentages):	2024		2025		$ Change		% Change
Cost of revenue	$	81,904	$	98,825	$	16,921	21	%

Cost of revenue increased by $16.9 million, or 21%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to a $14.7 million increase in the amortization of hardware devices, with more units fulfilled as a result of our subscription revenue growth.

Gross profit and gross margin

The following table presents our gross profit and gross margin for the periods indicated:


	Nine months ended September 30,
(in thousands, except percentages)	2024			2025			$ Change		% Change
Gross profit	$	187,016		$	228,494		$	41,478	22	%
Gross margin	70		%	70		%

Gross profit increased by $41.5 million, or 22%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 with our continued revenue growth. Gross margin remained consistent year over year at 70%.

Sales and marketing

The following table presents our sales and marketing expenses for the periods indicated:


	Nine months ended September 30,
(in thousands, except percentages)	2024		2025		$ Change		% Change
Sales and marketing	$	133,537	$	155,181	$	21,644	16	%

Sales and marketing expenses increased by $21.6 million, or 16%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to an increase in employee-related costs of $18.0 million from the continued expansion of our sales teams. The remaining increase was primarily due to a $2.5 million increase in travel and entertainment costs from the expanded sales teams, in particular travel to events and trade shows and customer visits.

Research and development

The following table presents our research and development expenses for the periods indicated:


	Nine months ended September 30,
(in thousands, except percentages)	2024		2025		$ Change		% Change
Research and development	$	72,827	$	80,914	$	8,087	11	%

Research and development expenses increased by $8.1 million, or 11%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to an increase in employee-related costs of $6.3 million from the expansion of our product and engineering

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teams and a $2.2 million increase in software-related expenses. These increases were partially offset by a $0.3 million decrease in consulting expenses.

General and administrative

The following table presents our general and administrative expenses for the periods indicated:


	Nine months ended September 30,
(in thousands, except percentages)	2024		2025		$ Change		% Change
General and administrative	$	63,301	$	73,402	$	10,101	16	%

General and administrative expenses increased by $10.1 million, or 16%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily as a result of increased litigation expenses of $9.1 million. Refer to Note 6 “Commitments and contingencies” in the accompanying notes to our consolidated financial statements included elsewhere in this prospectus for further details.

Other expense, net

The following table presents our other expense, net for the periods indicated:


	Nine months ended September 30,
(in thousands, except percentages)	2024		2025		$ Change		% Change
Other expense, net	$	(30,640)	$	(56,702)	$	(26,062)	85	%

Other expense, net increased by $26.1 million, or 85%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by a $27.0 million expense recorded in 2025 resulting from the increase in the fair value of the 2025 Convertible Securities due to the shortened timeline to the associated exit events.

Provision for income taxes

The following table presents our provision for income taxes for the periods indicated:


	Nine months ended September 30,
(in thousands, except percentages)	2024		2025		$ Change		% Change
Provision for income taxes	$	(627)	$	(819)	$	(192)	31	%

Provision for income taxes increased by $0.2 million, or 31%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to increased U.S. state taxes and growth in our foreign operations.

Comparison of the years ended December 31, 2023 and 2024

Revenue

The following table presents our revenue for the periods indicated:


	Year ended December 31,
(in thousands, except percentages):	2023		2024		$ Change		% Change
Revenue	$	310,309	$	370,450	$	60,141	19	%

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Revenue increased by $60.1 million, or 19%, in the year ended December 31, 2024 compared to the year ended December 31, 2023. Subscription revenue increased by $49.8 million, of which $16.4 million was from customers existing at or 12 months prior to December 31, 2023, and the remaining $33.4 million was from new customers added in 2024. Additionally, Spend Management revenue increased by $5.0 million due to higher adoption of the product. The remaining increase of $5.3 million was due to increases in other revenue streams, primarily from increased professional services.

Cost of revenue

The following table presents our cost of revenue for the periods indicated:


	Year ended December 31,
(in thousands, except percentages):	2023		2024		$ Change		% Change
Cost of revenue	$	91,161	$	111,901	$	20,740	23	%

Cost of revenue increased by $20.7 million, or 23%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a $18.0 million increase in the amortization of hardware devices, with more units fulfilled as a result of our subscription revenue growth.

Gross profit and gross margin

The following table presents our gross profit and gross margin for the periods indicated:


	Year ended December 31,
(in thousands, except percentages)	2023			2024			$ Change		% Change
Gross profit	$	219,148		$	258,549		$	39,401	18	%
Gross margin	71		%	70		%

Gross profit increased by $39.4 million, or 18%, in the year ended December 31, 2024 compared to the year ended December 31, 2023 with our continued revenue growth. Gross margin in 2024 was 70%, relatively consistent with 71% in 2023.

Sales and marketing

The following table presents our sales and marketing expenses for the periods indicated:


	Year ended December 31,
(in thousands, except percentages)	2023		2024		$ Change		% Change
Sales and marketing	$	139,609	$	180,083	$	40,474	29	%

Sales and marketing expenses increased by $40.5 million, or 29%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to an increase in employee-related costs of $31.6 million from the expansion of our sales teams. The remaining increase of $8.9 million was primarily due to a $6.1 million increase related to online marketing campaigns and events.

Research and development

The following table presents our research and development expenses for the periods indicated:


	Year ended December 31,
(in thousands, except percentages)	2023		2024		$ Change		% Change
Research and development	$	94,369	$	98,716	$	4,347	5	%

Research and development expenses increased by $4.3 million, or 5%, in the year ended December 31, 2024 compared to the year ended December 31, 2024 compared to 2023, primarily due to an increase in

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employee-related costs of $5.4 million from the expansion of our product and engineering teams. This increase was partially offset by a $1.3 million reduction in allocated overhead costs as we downsized our office lease footprint in the United States.

General and administrative

The following table presents our general and administrative expenses for the periods indicated:


	Year ended December 31,
(in thousands, except percentages)	2023		2024		$ Change		% Change
General and administrative	$	62,951	$	87,456	$	24,505	39	%

General and administrative expenses increased by $24.5 million, or 39%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily as a result of increased litigation expenses of $25.8 million. Refer to Note 6 “Commitments and contingencies” in the accompanying notes to our consolidated financial statements included elsewhere in this prospectus for further details.

Legal settlement

The following table presents our legal settlement expenses for the periods indicated:


	Year ended December 31,
(in thousands, except percentages)	2023		2024		$ Change		% Change
Legal settlement	$	1,800	$	4,201	$	2,401	133	%

Legal settlement expenses increased by $2.4 million, or 133%, in the year ended December 31, 2024 compared to the year ended December 31, 2023. In 2023, we recorded a $1.8 million expense related to a settlement agreement of a patent infringement dispute. In 2024, we recorded a $4.2 million expense related to the settlement of a class action complaint.

Operating lease impairment and abandonment

The following table presents our operating lease impairment and abandonment expenses for the periods indicated:


	Year ended December 31,
(in thousands, except percentages)	2023		2024		$ Change		% Change
Operating lease impairment and abandonment	$	7,433	$	—	$	(7,433)	(100)	%

Operating lease impairment and abandonment expenses decreased by $7.4 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. We recorded $3.6 million of impairment charges related to the sublease of certain portions of our leased office space and $3.8 million related to the abandonment of other portions of our leased office space, both of which were recognized in 2023 and did not recur in 2024.

Restructuring

The following table presents our restructuring charges for the periods indicated:


	Year ended December 31,
(in thousands, except percentages)	2023		2024		$ Change		% Change
Restructuring	$	2,188	$	—	$	(2,188)	(100)	%

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Restructuring charges decreased by $2.2 million in the year ended December 31, 2024 compared to the year ended December 31, 2023 due to one-time charges related to employee severance payments and termination benefits as a result of a restructuring plan we undertook in July 2023.

Other expense, net

The following table presents our other expense, net for the periods indicated:


	Year ended December 31,
(in thousands, except percentages)	2023		2024		$ Change		% Change
Other expense, net	$	(18,963)	$	(40,326)	$	(21,363)	113	%

Other expense, net increased by $21.4 million, or 113%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a $12.3 million gain recorded in 2023, as the value of the embedded derivative associated with the 2019 Convertible Notes decreased as a result of the adjusted timeline for the associated exit events. There was also an increase in interest expense of $4.3 million resulting from the incremental draw down of term loans pursuant to the Credit Agreement in 2024. Additionally, there was a decrease in other income of $3.6 million resulting from a reduction in interest income from lower cash and cash equivalents held in 2024 compared to 2023, as well as lower yields earned on money market and demand deposit accounts.

Provision for income taxes

The following table presents our provision for income taxes for the periods indicated:


	Year ended December 31,
(in thousands, except percentages)	2023		2024		$ Change		% Change
Provision for income taxes	$	(602)	$	(752)	$	(150)	25	%

Provision for income taxes increased by $0.2 million, or 25%, in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to growth in our foreign operations.

Non-GAAP financial measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we consider certain financial measures that are not prepared in accordance with GAAP, as described below, to understand and evaluate our operating performance. These non-GAAP financial measures, which may be different than similarly-titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered substitutes for, or superior to, the financial information prepared and presented in accordance with GAAP.

We use non-GAAP loss from operations and non-GAAP operating margin in conjunction with traditional GAAP measures to evaluate our financial performance. We believe that non-GAAP loss from operations and non-GAAP operating margin provide our management team and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as they are non-recurring or outside the ordinary course of business, other than stock-based compensation expense.

We use free cash flow as a key measure to assess the strength of our liquidity and the amount of cash available for discretionary purposes, such as funding operations, investing in growth opportunities, and returning capital to shareholders. We believe that free cash flow provides investors with an important perspective on our ability to generate cash from business operations after accounting for the investments required to maintain and grow the business. Free cash flow margin provides insight into the efficiency with which we convert revenue into cash that is available for reinvestment or other corporate purposes. By

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evaluating free cash flow margin, investors can better understand our cash generation relative to its revenue, which can be helpful in comparing performance across periods and against peers.

Non-GAAP loss from operations, non-GAAP operating margin, free cash flow and free cash flow margin have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations include:

•Non-GAAP loss from operations excludes stock-based compensation expense to allow investors to make more meaningful comparisons of our performance between periods. Stock-based compensation expense may vary between periods due to various factors unrelated to our core operating performance, including as a result of the assumptions used in the valuation methodologies, timing and amount of grants, the closing of this offering, and other factors. Moreover, stock-based compensation expense is a non-cash expense that is sometimes excluded from our internal management reporting processes and when assessing our actual performance, and forecasting future periods.

•Non-GAAP loss from operations excludes restructuring charges. We excluded these charges from our internal management reporting process when assessing our actual performance as we consider them to be nonrecurring in nature.

•Non-GAAP loss from operations excludes operating lease impairment and abandonment charges. We excluded these changes from our internal management reporting process when assessing our actual performance as we consider them to be outside the ordinary course of business and nonrecurring in nature.

•Non-GAAP loss from operations does not reflect certain legal settlements that we have determined arose outside of the ordinary course of business and are nonrecurring, infrequent and unusual.

•Non-GAAP loss from operations does not reflect certain litigation expenses related to specific proceedings that we have determined arose outside the ordinary course of business and are nonrecurring, infrequent and unusual based on the following considerations which we assess regularly: (i) the frequency of similar cases that have been brought to date, or are expected to be brought; (ii) the complexity of the case; (iii) the nature of the remedies including the size of any monetary damages sought; (iv) the counterparty involved; and (v) our overall litigation strategy.

•Free cash flow does not represent the total residual cash flow available for discretionary purposes because it does not reflect our contractual commitments or obligations, and does not represent the total increase or decrease in our cash balance for any given period.

Non-GAAP loss from operations and non-GAAP operating margin

We define non-GAAP loss from operations as loss from operations excluding the effect of stock-based compensation expense, lease impairment and abandonment charges, certain legal settlement expenses, certain litigation expenses, and restructuring charges. Non-GAAP operating margin is defined as non-GAAP loss from operations as a percentage of revenue.

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	Year ended December 31,						Nine months ended September 30,
(in thousands, except percentages)	2023			2024			2024			2025
Loss from operations	$	(89,202)		$	(111,907)		$	(82,649)		$	(81,003)
Litigation expenses(1)	—			24,443			17,241			25,565
Legal settlement(2)	1,800			4,201			—			—
Stock-based compensation	2,765			1,180			902			309
Operating lease impairment and abandonment(3)	7,433			—			—			—
Restructuring(4)	2,188			—			—			—
Non-GAAP loss from operations	$	(75,016)		$	(82,083)		$	(64,506)		$	(55,129)
Revenue	$	310,309		$	370,450		$	268,920		$	327,319
Operating loss margin	(29)		%	(30)		%	(31)		%	(25)		%
Non-GAAP operating margin	(24)		%	(22)		%	(24)		%	(17)		%

(1)In the year ended December 31, 2024 and the nine months ended September 30, 2024 and 2025, we recorded $24.4 million, $17.2 million, and $25.6 million, respectively, in litigation expenses related to certain patent infringement, trade secret misappropriation, and other claims made against us, which were outside of the ordinary course of business. See Note 6 “Commitments and contingencies” in the accompanying notes to our consolidated financial statements included elsewhere in this prospectus for further details on certain of these cases.

(2)In the year ended December 31, 2023, we recorded a $1.8 million expense related to a settlement agreement of a patent infringement dispute. In the year ended December 31, 2024, we recorded a $4.2 million expense related to the settlement of a class action complaint.

(3)In the year ended December 31, 2023, we incurred charges on certain right-of-use assets and other long-lived assets as a result of the decision to abandon or sublease certain leased office space that was no longer used.

(4)In the year ended December 31, 2023, we implemented workforce reductions to better align our strategic priorities with our investments. In connection with these reductions, we incurred employee-related expenses including severance and other termination benefits.

Free cash flow and free cash flow margin

We define free cash flow as net cash used in operating activities, less cash used for purchases of property and equipment (which includes internal-use software development costs). Free cash flow margin is defined as free cash flow as a percentage of revenue.

The following is a reconciliation of net cash used in operating activities to free cash flow, as well as the calculation of net cash used in operating activities as a percentage of revenue and free cash flow margin, for the periods presented:


	Year ended December 31,						Nine months ended September 30,
(in thousands, except percentages)	2023			2024			2024			2025
Net cash flows used in operating activities	$	(107,172)		$	(75,807)		$	(72,148)		$	(68,653)
Purchases of property and equipment	(2,747)			(4,327)			(3,171)			(5,269)
Free cash flow(1)	$	(109,919)		$	(80,134)		$	(75,319)		$	(73,922)
Revenue	$	310,309		$	370,450		$	268,920		$	327,319
Net cash flows used in operating activities as a percentage of revenue	(35)		%	(20)		%	(27)		%	(21)		%
Free cash flow margin	(35)		%	(22)		%	(28)		%	(23)		%
Net cash flows used in investing activities	$	(2,747)		$	(4,327)		$	(3,171)		$	(5,269)
Net cash flows provided by financing activities	$	270		$	49,371		$	49,034		$	150,191

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in litigation expenses paid in the year ended December 31, 2024 and $3 million and $19 million in litigation expenses paid in the nine months ended September 30, 2024 and 2025, respectively. There were no litigation expenses paid in the year ended December 31, 2023.

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Quarterly results of operations and other data

The following tables set forth our unaudited quarterly consolidated statements of operations for each of the quarters indicated, as well as the percentage that each line item represents of our revenue for each quarter presented. The unaudited quarterly statement of operations data set forth below have been prepared on a basis consistent with our consolidated financial statements and include, in the opinion of management, all normal recurring adjustments necessary for a fair statement of the financial information for these periods. Our historical results are not necessarily indicative of our future performance. The following quarterly financial data should be read in conjunction with our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

Quarterly Consolidated Statements of Operations


	Three months ended
(in thousands)	Mar. 31, 2023		Jun. 30, 2023		Sep. 30, 2023		Dec. 31, 2023		Mar. 31, 2024		Jun. 30, 2024		Sep. 30, 2024		Dec. 31, 2024		Mar. 31, 2025		Jun. 30, 2025		Sep. 30, 2025
Revenue	$	72,035	$	75,810	$	79,697	$82,767		$85,383		$89,342		$94,195		$101,530		$102,853		$108,650		$115,816
Cost of revenue(1)	21,569		22,182		23,153		24,257		25,666		27,584		28,654		29,997		30,637		33,274		34,914
Gross profit	50,466		53,628		56,544		58,510		59,717		61,758		65,541		71,533		72,216		75,376		80,902
Operating expenses
Sales and marketing(1)	35,470		35,065		34,275		34,799		40,803		45,253		47,481		46,546		48,026		53,111		54,044
Research and development(1)	24,106		23,062		23,583		23,618		23,932		24,773		24,122		25,889		25,097		26,802		29,015
General and administrative(1)	17,502		15,463		14,919		15,067		17,370		20,954		24,977		24,155		22,917		26,535		23,950
Legal settlement	—		—		1,800		—		—		—		—		4,201		—		—		—
Operating lease impairment and abandonment	—		—		3,612		3,821		—		—		—		—		—		—		—
Restructuring	—		—		2,188		—		—		—		—		—		—		—		—
Total operating expenses	77,078		73,590		80,377		77,305		82,105		90,980		96,580		100,791		96,040		106,448		107,009
Loss from operations	(26,612)		(19,962)		(23,833)		(18,795)		(22,388)		(29,222)		(31,039)		(29,258)		(23,824)		(31,072)		(26,107)
Other expense, net	(2,809)		(5,752)		(4,919)		(5,483)		(9,994)		(10,524)		(10,122)		(9,686)		(9,335)		(11,056)		(36,311)
Loss before income taxes	(29,421)		(25,714)		(28,752)		(24,278)		(32,382)		(39,746)		(41,161)		(38,944)		(33,159)		(42,128)		(62,418)
Provision for income taxes	(128)		(129)		(149)		(196)		(150)		(363)		(114)		(125)		(251)		(277)		(291)
Net loss	$	(29,549)	$	(25,843)	$	(28,901)	$	(24,474)	$	(32,532)	$	(40,109)	$	(41,275)	$	(39,069)	$	(33,410)	$	(42,405)	$	(62,709)

(1)Includes stock-based compensation expense, net of amounts capitalized, as follows:


	Three months ended
(in thousands)	Mar. 31, 2023		Jun. 30, 2023		Sep. 30, 2023		Dec. 31, 2023		Mar. 31, 2024		Jun. 30, 2024		Sep. 30, 2024		Dec. 31, 2024		Mar. 31, 2025		Jun. 30, 2025		Sep. 30, 2025

Cost of revenue	$	—	$	1	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Sales and marketing	83		154		92		74		31		31		31		7		—		—		—
Research and development	573		112		220		161		—		—		—		—		74		28		—
General and administrative	399		281		331		284		270		268		271		271		201		6		—
Total stock-based compensation expense	$	1,055	$	548	$	643	$	519	$	301	$	299	$	302	$	278	$	275	$	34	$	—

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Quarterly consolidated statements of operations, as a percentage of revenue


	Three months ended(1)
	Mar. 31, 2023		Jun. 30, 2023		Sep. 30, 2023		Dec. 31, 2023		Mar. 31, 2024		Jun. 30, 2024		Sep. 30, 2024		Dec. 31, 2024		Mar. 31, 2025		Jun. 30, 2025		Sep. 30, 2025
Revenue	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%
Cost of revenue(1)	30		29		29		29		30		31		30		30		30		31		30
Gross profit	70		71		71		71		70		69		70		70		70		69		70
Operating expenses
Sales and marketing(1)	49		46		43		42		48		51		50		46		47		49		47
Research and development(1)	33		30		30		29		28		28		26		25		24		25		25
General and administrative(1)	24		20		19		18		20		23		27		24		22		24		21
Legal settlement	—		—		2		—		—		—		—		4		—		—		—
Operating lease impairment and abandonment	—		—		5		5		—		—		—		—		—		—		—
Restructuring	—		—		3		—		—		—		—		—		—		—		—
Total operating expenses	107		97		101		93		96		102		103		99		93		98		92
Loss from operations	(37)		(26)		(30)		(23)		(26)		(33)		(33)		(29)		(23)		(29)		(23)
Other expense, net	(4)		(8)		(6)		(7)		(12)		(12)		(11)		(10)		(9)		(10)		(31)
Loss before income taxes	(41)		(34)		(36)		(29)		(38)		(44)		(44)		(38)		(32)		(39)		(54)
Provision for income taxes	—		—		—		—		—		—		—		—		—		—		—
Net loss	(41)	%	(34)	%	(36)	%	(30)	%	(38)	%	(45)	%	(44)	%	(38)	%	(32)	%	(39)	%	(54)	%

(1)Percentages may not foot due to rounding.

Quarterly revenue trends

Our revenue increased sequentially in each of the quarters presented primarily due to growth from new and existing customer subscriptions to our platform. We recognize revenue ratably over the term of our subscription contracts and as a result, a substantial portion of the revenue we report in a given period is attributable to contracts we entered into in prior periods. Therefore, increases or decreases in sales to new and existing customers in a given period may not be immediately reflected in revenue for that period.

Quarterly cost of revenue trends

Our cost of revenue in dollar terms increased sequentially in each of the quarters presented, primarily as a result of increased amortization expense from hardware devices as more units were fulfilled with the growth in subscription revenue.

Quarterly sales and marketing trends

Our sales and marketing expenses have increased sequentially in most of the quarters presented in dollar terms primarily due to headcount growth on the sales teams. Sales and marketing expenses can fluctuate as a percentage of revenue from quarter to quarter due to the timing of advertising campaigns and events.

Quarterly research and development trends

Our research and development expenses remained relatively consistent in dollar terms while revenue continued to increase in the quarters presented until the three months ended September 30, 2024. Beginning in the three months ended December 31, 2024, research and development expenses increased in dollar terms due to headcount growth. In addition, for the three months ended September 30, 2025, the increase in dollar terms was also attributable to incremental software expenses.

Quarterly general and administrative trends

Our general and administrative expenses have generally increased in dollar terms for most of the quarters presented. The decrease in our general and administrative expenses during the three months ended June 30, 2023 was due to a reduction in the provision for credit losses as a result of more favorable collections from customers, as well as lower employee costs as a result of severance costs that were incurred for certain employees during the three months ended March 31, 2023. The increases in our general and administrative

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expenses for certain quarters beginning with the three months ended June 30, 2024 were primarily due to higher litigation costs related to the various ongoing cases where the extent of litigation costs fluctuated depending on the stage of the cases. Refer to Note 6 “Commitments and contingencies” in the accompanying notes to our consolidated financial statements included elsewhere in this prospectus for further details.

Quarterly other expense, net trends

Changes in other expense, net in the quarters presented are primarily driven by fluctuations in interest rates that impact the interest we pay on our term loans under the Credit Agreement, the amount of term loans drawn down, and changes in fair value of our embedded derivative. The increase in other expense, net, during the three months ended September 30, 2025 was primarily driven by the increase in the fair value of the 2025 Convertible Securities due to the shortened timeline to the associated exit events.

Liquidity and capital resources

As of December 31, 2024, we had total liquidity sources of $51.5 million, which consisted of $48.0 million in cash and cash equivalents comprised primarily of money market funds and demand deposits, and $3.5 million in restricted cash due to outstanding letters of credit for our leased office space. As of September 30, 2025, we had total liquidity sources of $127.8 million, which consisted of $127.2 million in cash and cash equivalents comprised primarily of money market funds and demand deposits, and $0.7 million in restricted cash due to outstanding letters of credit for our leased office space and reserve accounts. Between May 2025 and July 2025, we raised $150.0 million in cash and cash equivalents through the sale and issuance of the 2025 Convertible Securities. We believe our total liquidity sources on hand, together with our operating cash flows, will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months from the date of this prospectus. We expect our operating cash flow requirements to continue to increase in the immediate future as we continue to invest in the expansion of our products and services.

Our future capital requirements will depend on many factors, including our subscription revenue growth rate, customer renewal activity, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support research and development efforts, the introduction of new and enhanced products, and the continuing market adoption of our platform. In addition, macroeconomic factors such as changes in tariffs and trade restrictions, labor shortages, supply chain disruptions, fluctuating interest rates, inflation, and geopolitical instability could increase our capital requirements. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. We continue to assess our capital structure and evaluate the merits of deploying available cash. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, operating results, and financial condition would be adversely affected.

Sources of liquidity

Since our inception, we have financed our operations primarily through proceeds from the sale and issuance of $428.1 million of our convertible preferred stock, the 2019 Convertible Notes, the 2025 Convertible Securities, borrowings under the Credit Agreement and cash collections from our customers.

Term Loans

In April 2021, we entered into the Credit Agreement with each of the various lender parties thereto for the issuance of a term loan in an aggregate principal amount of $75.0 million and the extension of an additional term loan in an aggregate principal amount of up to $25.0 million. During 2021, we drew the full amounts on these initial term loans. During 2021 and 2022, we entered into various amendments to the Credit Agreement which provided additional term loans to us in aggregate principal amounts of $100.0 million. In June 2024, we further amended and restated the Credit Agreement to provide for the issuance of an additional term loan in an aggregate principal amount of $50.0 million. In December 2025, we further amended the Credit Agreement to provide for the issuance of an additional term loan in the aggregate principal amount of $50.0 million.

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Collectively, these term loan borrowings of $300.0 million (the “Term Loans”) are set to mature on April 8, 2027.

See Note 8 “Convertible securities and debt” in the accompanying notes to our consolidated financial statements included elsewhere in this prospectus for a summary of our Term Loans as of December 31, 2023 and 2024, respectively.

2025 convertible securities financing

In May 2025, we sold and issued convertible securities, raising an aggregate amount equal to $117.8 million, and in July 2025, we sold and issued additional convertible securities, raising $32.2 million. The 2025 Convertible Securities are convertible into an applicable series of capital stock or become due and payable upon certain specified conditions or upon maturity in May 2032.

See Note 8 “Convertible securities and debt” in the accompanying notes to our consolidated financial statements included elsewhere in this prospectus for a summary of the 2025 Convertible Securities financing.

Cash flows

The following table summarizes our cash flows for the periods presented:


	Year ended December 31,				Nine months ended September 30,
(in thousands)	2023		2024		2024		2025
Net cash flows used in operating activities	$	(107,172)	$	(75,807)	$	(72,148)	$	(68,653)
Net cash flows used in investing activities	$	(2,747)	$	(4,327)	$	(3,171)	$	(5,269)
Net cash flows provided by financing activities	$	270	$	49,371	$	49,034	$	150,191

Operating activities

During the nine months ended September 30, 2024, net cash flows used in operating activities was $72.1 million. The primary factors affecting our operating cash flows during this period were our net loss of $113.9 million, which was partially offset by net cash inflows of $18.0 million from changes in our operating assets and liabilities, adjusted for $23.8 million in non-cash charges. The cash provided from changes in our operating assets and liabilities was primarily due to a $39.3 million increase in deferred revenue as a result of the increased upfront billings from the continued growth in our customer base and a $31.5 million increase in accounts payable and accrued expenses as a result of our increased operating expenses, particularly legal expenses. These amounts were partially offset by cash flows used in our operating assets and liabilities, which included $25.3 million in deferred device costs that reflect the growth in units purchased as a result of our revenue growth, a $13.2 million decrease in cash inflows resulting from an increase in accounts receivable from the continued growth of customers with payment terms rather than due upon receipt of invoice, and a $5.9 million decrease from deferred commissions caused by increased commission costs related to the increase in revenue. The non-cash charges primarily consisted of $5.5 million in non-cash interest expense, $4.5 million in depreciation and amortization expenses, $4.6 million in amortization of debt discount expenses, and $4.0 million in non-cash operating lease costs.

During the nine months ended September 30, 2025, net cash flows used in operating activities was $68.7 million. The primary factors affecting our operating cash flows during this period were our net loss of $138.5 million, which was partially offset by net cash inflows of $24.0 million from changes in our operating assets and liabilities, adjusted for $45.8 million in non-cash charges. The cash provided from changes in our operating assets and liabilities was primarily due to a $78.4 million increase in deferred revenue as a result of the increased upfront billings from the continued growth in our customer base and a $20.9 million increase in accounts payable and accrued expenses as a result of our increased operating expenses, particularly legal expenses. These amounts were partially offset by cash flows used in our operating assets and liabilities, which included $28.6 million in deferred device costs that reflect the growth in units purchased as a result of our revenue growth, a $22.6 million decrease in cash inflows resulting from an increase in accounts

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receivable reflecting the continued growth of customers with payment terms rather than due upon receipt of invoice, and a $7.6 million decrease from deferred commissions caused by increased commission costs related to the increase in revenue. The non-cash charges primarily consisted of $27.0 million expense from the change in fair value of the 2025 Convertible Securities, $5.7 million in non-cash interest expense, $4.4 million in depreciation and amortization expenses, $3.2 million in amortization of debt discount expenses, and $3.2 million provision for credit losses.

During the year ended December 31, 2023, net cash flows used in operating activities was $107.2 million. The primary factors affecting our operating cash flows during this period were our net loss of $108.8 million and net cash outflows of $24.7 million from changes in our operating assets and liabilities, adjusted for $26.3 million in non-cash charges. The cash used from changes in our operating assets and liabilities primarily included $36.4 million in deferred device costs and $11.5 million in inventory which reflect the growth in units purchased as a result of our revenue growth and a $10.1 million decrease in accounts receivable, net, reflecting an increase in accounts receivable from the continued growth of customers with payment terms rather than due upon receipt of invoice. These amounts were partially offset by cash flows provided by operating assets and liabilities, including a $28.3 million increase in deferred revenue as a result of increased upfront billings from the continued growth in our customer base and a $14.4 million increase in accounts payable and accrued expenses as a result of our increased operating expenses from the continued growth of our business. The non-cash charges primarily consisted of $7.4 million lease impairment and abandonment expense, $6.9 million in non-cash interest expense, $6.5 million in depreciation and amortization expenses, $6.1 million in non-cash operating lease costs, and $5.1 million in amortization of debt discount expenses, partially offset by a $12.0 million gain from the change in fair value of the embedded derivative associated with the 2019 Convertible Notes.

During the year ended December 31, 2024, net cash flows used in operating activities was $75.8 million. The primary factors affecting our operating cash flows during this period were our net loss of $153.0 million, which was partially offset by net cash inflows of $48.4 million from changes in our operating assets and liabilities, adjusted for $28.8 million in non-cash charges. The cash provided from changes in our operating assets and liabilities was primarily due to a $75.3 million increase in deferred revenue as a result of the increased upfront billings from the continued growth in our customer base and a $44.2 million increase in accounts payable and accrued expenses as a result of our increased operating expenses, particularly legal expenses. These amounts were partially offset by cash flows used in our operating assets and liabilities, which included $36.4 million in deferred device costs that reflect the growth in units purchased as a result of our revenue growth, a $20.0 million decrease in accounts receivable, net that reflects an increase in accounts receivable from the continued growth of customers with payment terms rather than due upon receipt of invoice, and a $12.7 million decrease in deferred commissions caused by increased commission costs related to the increase in revenue. The non-cash charges primarily consisted of $7.4 million in non-cash interest expense, $6.1 million in depreciation and amortization expenses, $5.5 million in amortization of debt discount expenses, and $4.3 million provision for credit losses.

Investing activities

Net cash flows used in investing activities during the nine months ended September 30, 2024 and 2025 was $3.2 million and $5.3 million, respectively. This was due to the purchase of property and equipment, particularly internal-use software and computer equipment.

Net cash flows used in investing activities during the years ended December 31, 2023 and 2024 was $2.7 million and $4.3 million, respectively, due to the purchase of property and equipment, particularly internal-use software.

Financing activities

Net cash flows provided by financing activities during the nine months ended September 30, 2024 was $49.0 million, which was primarily due to the drawdown of term loans pursuant to the Credit Agreement, net of discounts and issuance costs.

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Net cash flows provided by financing activities during the nine months ended September 30, 2025 was $150.2 million, which was primarily due to proceeds from the 2025 Convertible Securities issuance, net of discounts and issuance costs.

Net cash flows provided by financing activities during the year ended December 31, 2023 was $0.3 million, which was primarily due to the proceeds from the exercise of stock options.

Net cash flows provided by financing activities during the year ended December 31, 2024 was $49.4 million, which was primarily due to the drawdown of term loans pursuant to the Credit Agreement, net of discounts and issuance costs.

Contractual obligations

The following table summarizes our minimum commitments for software, software hosting, and data network expenses, as well as other non-cancelable obligations as follows, as of December 31, 2024 (in thousands):


Fiscal years ending	Minimum annual commitments
2025	$	20,328
2026	18,269

Motive Technologies, Inc. S-1