Blackline (BL) risk factors, FY2025 10-K

Blackline's FY2025 10-K, filed Feb 26, 2026, lists 51 risk factors in 7 groups. Against the prior year's 52: 4 new, 5 dropped, 12 substantially reworded.

Risk factors listed
517 groups
New this year
4vs 52 last year
Dropped
5since the prior 10-K
Substantially reworded
12of those kept
Section length
21k wordsItem 1A

What the changes say

  • BlackLine added risks concerning future profitability, hedging instruments, and convertible notes defaults.
  • International revenue shifted to 31 percent in 2025 from 30 percent in 2024.
  • State NOL carryforwards increased to $82.9 million alongside $81.4 million in federal NOLs.

What changed since the prior 10-K

New

  • NewRisks Related to Our Financial Performance or Results

    We may not be able to sustain or increase profitability in the future

    We reported an accumulated deficit of $24.8 million at December 31, 2025, and our increased investments in cloud development, AI, sales, and international expansion may fail to deliver profitability.

  • NewRisks Related to Our Financial Performance or Results

    Furthermore, our reported net income is impacted by factors beyond our operational spending, including fluctuations in interest income and our provision for income taxes

    Our reported net income is impacted by variables beyond operational spending, such as fluctuating interest income and income tax provisions.

  • NewRisks Related to Our Financial Performance or Results

    differ from our expectations or the expectations of our investors, the trading price of our common stock could be adversely affected

    Our foreign currency forward contracts and other hedging instruments may fail to offset adverse exchange rate movements or introduce additional risks.

  • NewRisks Related to Our Outstanding Convertible Senior Notes

    competitive, and other factors beyond our control. Further, if any series of the Notes convert and we elect to issue common stock in lieu of cash upon conversion, our existing stockholders could suffer significant dilution

    Our inability to repurchase Notes or pay cash upon their conversion or maturity could trigger defaults under our indentures and existing or future debt agreements.

Dropped

  • DroppedRisks Related to Our Business and Industry

    software solutions into their businesses, as such organizations may be reluctant or unwilling to invest in a new product. If we fail to attract new customers or maintain and expand those customer relationships, our revenues will grow more slowly than expected and our business will be harmed

  • DroppedRisks Related to Our Business and Industry

    and market these technologies, may result in reputational harm or liability, or could otherwise adversely affect our business

    Risks of slower customer growth reflecting the maturing size and scale of our business.

  • DroppedRisks Related to Our Financial Performance or Results

    We have a history of losses and we may not be able to generate sufficient revenue to achieve or sustain profitability

  • DroppedRisks Related to Our Dependence on Third Parties

    We rely on GCP, Azure, AWS, Snowflake, and third-party data centers (collectively, “public cloud providers”) to deliver our cloud-based software solutions, and any disruption of our use of public cloud providers could negatively impact our operations and harm our business

  • DroppedRisks Related to Our Legal and Regulatory Environment

    Privacy and cybersecurity concerns and evolving domestic or foreign laws and regulations, including increased restrictions of cross-border data transfers, may limit or reduce the adoption of our services, result in significant costs and compliance challenges, and adversely affect our business

Reworded

  • 91% rewrittenRisks Related to Our Business and Industry

    If we are unable to attract new customers and expand sales to existing customers, our growth could be slower than we expect and our business may be harmed

    Added that customer growth depends on selling additional products and increasing usage as we move to a platform model.

  • 86% rewrittenRisks Related to Our Dependence on Third Parties

    We rely on third-party computer hardware and software that may cause errors or failure of our software solutions, or may be difficult to replace

    Maintained risk language regarding our reliance on third-party computer hardware and software without textual changes.

  • 84% rewrittenRisks Related to Our Legal and Regulatory Environment

    Our long-term success depends, in part, on our ability to expand the sales of our solutions to customers located outside of the U.S., and thus our business is susceptible to risks associated with international sales and operations

    Updated international revenue contribution to 31%, 30%, and 28% for the years ended December 31, 2025, 2024, and 2023, respectively.

  • 62% rewrittenRisks Related to Our Legal and Regulatory Environment

    The enactment of legislation implementing changes in the U.S. and global taxation of international business activities or the adoption of other tax reform policies could materially impact our financial position and results of operations

    Added the enactment of H.R. 1 on July 4, 2025, which permanently suspends the requirement to capitalize and amortize domestic R&D expenditures.

  • 50% rewrittenRisks Related to Our Financial Performance or Results

    We face exposure to foreign currency exchange rate fluctuations that could harm our results of operations

    Added a clause regarding the extent to which currency exchange rate fluctuations cause our results of operations to be impacted.

  • 34% rewrittenRisks Related to Our Financial Performance or Results

    Our ability to use our net operating losses to offset future taxable income may be subject to limitations

    Updated federal and state net operating loss carryforwards to $81.4 million and $82.9 million respectively as of December 31, 2025.

  • 33% rewrittenRisks Related to Our Business and Industry

    Economic uncertainty and other unfavorable conditions in our industry or the global economy could limit our ability to grow our business and negatively affect our operating results

    Added the imposition of tariffs, non-tariff trade barriers, and reciprocal actions to macroeconomic uncertainty factors.

  • 33% rewrittenRisks Related to Our Business and Industry

    We derive substantially all of our revenues from a limited number of software solutions, and our growth is dependent on their success

    Maintained dependency on Financial Close & Consolidation solutions and data security risks without textual changes.

  • 27% rewrittenRisks Related to Our Dependence on Third Parties

    If our relationships with technology vendors and business process outsourcers are not successful, our business and growth will be harmed

  • 26% rewrittenRisks Related to Our Business and Industry

    If we are not able to provide successful enhancements, new features or modifications to our software solutions, our business could be adversely affected

  • 26% rewrittenRisks Related to Our Business and Industry

    If our industry does not continue to develop as we anticipate or if potential customers do not continue to adopt our platform, our sales will not grow as quickly as expected, or at all, and our business and operating results and financial condition would be adversely affected

  • 22% rewrittenRisks Related to Our Outstanding Convertible Senior Notes

    The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results

All 51 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Industry

  1. 01If we are unable to attract new customers and expand sales to existing customers, our growth could be slower than we expect and our business may be harmed91% rewritten
  2. 02Our business and growth depend substantially on customers renewing their subscription agreements with us and any decline in our customer renewals could adversely affect our operating results
  3. 03Economic uncertainty and other unfavorable conditions in our industry or the global economy could limit our ability to grow our business and negatively affect our operating results33% rewritten
  4. 04If we fail to manage growth in our operations and organizational change effectively, we may be unable to execute our business plan
  5. 05If we are not able to provide successful enhancements, new features or modifications to our software solutions, our business could be adversely affected26% rewritten
  6. 06We derive substantially all of our revenues from a limited number of software solutions, and our growth is dependent on their success33% rewritten
  7. 07Interruptions or performance problems associated with our software solutions, platform and technology may adversely affect our business and operating results
  8. 08If our software contains serious errors or defects, we may lose revenue and market acceptance and may incur costs to defend or settle product liability claims
  9. 09We depend on our executive officers and other key employees and the loss of one or more of these employees or an inability to attract and retain highly-skilled employees could adversely affect our business
  10. 10If our industry does not continue to develop as we anticipate or if potential customers do not continue to adopt our platform, our sales will not grow as quickly as expected, or at all, and our business and operating results and financial condition would be adversely affected26% rewritten
  11. 11The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed
  12. 12Failure to effectively organize and motivate our sales resources could harm our ability to increase our customer base
  13. 13If we are not able to maintain and enhance our brand, our business, operating results and financial condition may be adversely affected
  14. 14We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of these transactions and other strategic transactions
  15. 15Incorrect or improper implementation or use of our solutions could result in customer dissatisfaction and negatively affect our business, results of operations, financial condition, and growth prospects
  16. 16Any failure to offer high-quality product support may adversely affect our relationships with our customers and our financial results
  17. 17We provide service level commitments under our customer contracts, and if we fail to meet these contractual commitments, our revenues could be adversely affected

Risks Related to Our Financial Performance or Results

  1. 18We may not be able to sustain or increase profitability in the futureNew
  2. 19Furthermore, our reported net income is impacted by factors beyond our operational spending, including fluctuations in interest income and our provision for income taxesNew
  3. 20Our quarterly results may fluctuate, and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially
  4. 21Our financial results may fluctuate due to our long and increasingly variable sales cycle
  5. 22We recognize subscription revenue over the term of our customer contracts and, consequently, downturns or upturns in new sales may not be immediately reflected in our operating results and may be difficult to discern
  6. 23We face exposure to foreign currency exchange rate fluctuations that could harm our results of operations50% rewritten
  7. 24differ from our expectations or the expectations of our investors, the trading price of our common stock could be adversely affectedNew
  8. 25If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings
  9. 26Our ability to use our net operating losses to offset future taxable income may be subject to limitations34% rewritten

Risks Related to Our Dependence on Third Parties

  1. 27If our relationships with technology vendors and business process outsourcers are not successful, our business and growth will be harmed27% rewritten
  2. 28We rely on third-party computer hardware and software that may cause errors or failure of our software solutions, or may be difficult to replace86% rewritten
  3. 29We depend and rely upon SaaS applications from third parties to operate our business and provide our software solutions, and interruptions, outages, or performance problems with these technologies may adversely affect our business and operating results
  4. 30If we are unable to develop and maintain successful relationships with resellers, our business, operating results and financial condition could be adversely affected

Risks Related to Our Legal and Regulatory Environment

  1. 31Our long-term success depends, in part, on our ability to expand the sales of our solutions to customers located outside of the U.S., and thus our business is susceptible to risks associated with international sales and operations84% rewritten
  2. 32We are subject to governmental export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in full compliance with applicable laws
  3. 33Changes in laws and regulations related to the internet and cloud computing or changes to internet infrastructure may diminish the demand for our solutions and could have a negative impact on our business
  4. 34Our international operations may subject us to potentially adverse tax consequences
  5. 35The enactment of legislation implementing changes in the U.S. and global taxation of international business activities or the adoption of other tax reform policies could materially impact our financial position and results of operations62% rewritten
  6. 36Taxing authorities may successfully assert that we should have collected, or in the future should collect, sales and use, value-added or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our results of operations

Risks Related to Our Intellectual Property

  1. 37Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand
  2. 38Lawsuits or other claims by third parties for alleged infringement of their proprietary rights could cause us to incur significant expenses or liabilities
  3. 39We use open source software in our products, which could subject us to litigation or other actions

Risks Related to Ownership of Our Common Stock

  1. 40The market price of our common stock may be volatile, and you could lose all or part of your investment
  2. 41Provisions of our corporate governance documents could make an acquisition of BlackLine more difficult and may impede attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders
  3. 42We do not intend to pay dividends on our common stock so any returns will be limited to changes in the value of our common stock

Risks Related to Our Outstanding Convertible Senior Notes

  1. 43competitive, and other factors beyond our control. Further, if any series of the Notes convert and we elect to issue common stock in lieu of cash upon conversion, our existing stockholders could suffer significant dilutionNew
  2. 44Our current and future indebtedness may limit our operating flexibility or otherwise affect our business
  3. 45The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results22% rewritten
  4. 46In connection with the issuance of the Notes, we entered into the Capped Calls with the counterparties with respect to each series of Notes
  5. 47We may require additional capital to support business growth, and this capital may not be available on acceptable terms, if at all
  6. 48The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members
  7. 49If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline
  8. 50We may fail to maintain an effective system of internal control over financial reporting in the future and may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and the price of our common stock
  9. 51Natural disasters, climate change, and other events beyond our control could harm our business

Other Blackline 10-Ks

  • FY2024 10-K risk factors
    52 risks

    Growth relies on retaining subscription customers, expanding platform adoption, and successfully migrating financial close clients to GCP. International expansion and complex third-party software integrations create operational, tax, and compliance risks. The business carries historical net losses and a significant accumulated deficit of $49.0 million.

    Filed Feb 21, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.