DoorDash (DASH) FY2025 10-K Risk Factors: 10 New, 6 Dropped

What the changes say

New risks focus heavily on $2.75 billion of 2030 Notes, including refinancing, conversion, dilution, hedge-counterparty, accounting and liquidity exposure.
Cybersecurity incidents now receive a dedicated risk, while tax and global regulatory uncertainty are consolidated and broadened.
Removed risks suggest less emphasis on early-stage execution, marketing efficiency, infrastructure scaling, Internet access and general tax/regulatory boilerplate.

What changed since the prior 10-K

New

NewRisks Related to Our Business and Operations
We have been subject to cybersecurity incidents in the past and anticipate being the target of future attacks
Cyberattacks or privacy breaches involving DoorDash, its data, systems or critical providers could disrupt operations, trigger liability and damage its reputation.
NewRisks Related to our Legal and Regulatory Environment
We have exposure to changing tax legislation and administrative practices, and to tax authorities successfully imposing additional non-income tax obligations or liabilities on us
Changing payroll, sales, value-added, digital-services and other non-income tax rules or challenges could increase DoorDash’s tax liabilities.
NewRisks Related to our Legal and Regulatory Environment
Our business is subject to a variety of laws and regulations globally, many of which are unsettled and still developing, and any of which could subject us to legal claims, increased costs, operational burdens, or otherwise adversely affect our business, financial condition, or results of operations
Evolving laws governing online services, e-commerce, privacy, taxes and related areas could force business changes and increase compliance costs.
NewRisks Related to Our Indebtedness and Liquidity
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt agreements
$2.75 billion of 2030 Notes and potential additional debt could constrain cash flow, financing flexibility, operations and shareholder value.
NewRisks Related to Our Indebtedness and Liquidity
We may be unable to raise the funds necessary to repurchase the 2030 Notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and our other indebtedness limits our ability to repurchase the 2030 Notes or pay cash upon their conversion
DoorDash may lack cash or financing to repurchase 2030 Notes after a fundamental change or settle maturity and conversion obligations.
NewRisks Related to Our Indebtedness and Liquidity
The accounting method for the 2030 Notes could adversely affect our reported financial condition and results
2030 Notes accounting could increase interest expense, affect diluted earnings per share or reclassify the debt as current and reduce working capital.
NewRisks Related to Our Indebtedness and Liquidity
The convertible note hedge and warrant transactions may affect the value of the 2030 Notes and our Class A common stock
Warrant transactions tied to the 2030 Notes could dilute Class A stockholders if the share price exceeds the warrants’ strike price.
NewRisks Related to Our Indebtedness and Liquidity
We are subject to counterparty risk with respect to the convertible note hedge transactions, and the convertible note hedge transactions may not operate as planned
A hedge-counterparty default could leave DoorDash unsecured, cause adverse tax consequences and create more Class A share dilution than expected.
NewRisks Related to Ownership of our Class A Common Stock
The trading volume of the 2030 Notes and the conversion features of the 2030 Notes, if triggered, may impact the trading price of our Class A common stock
2030 Note conversions, hedging and related stock sales could depress Class A shares, dilute holders and require substantial cash payments.
NewRisks Related to Ownership of our Class A Common Stock
Our Bylaws designate a U.S. state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees
Delaware and federal courts are designated as exclusive forums for most stockholder and Securities Act disputes, limiting forum choices.

Dropped

DroppedRisks Related to Our Business and Operations
We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful
Limited operating history and an evolving industry made DoorDash’s prospects and future challenges difficult to evaluate.
DroppedRisks Related to Our Business and Operations
Our marketing efforts to help grow our business may not be effective
DroppedRisks Related to Our Business and Operations
We may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our platform is accessible, which would adversely affect our business, reputation, financial condition, and results of operations
DroppedRisks Related to Our Business and Operations
Our business could be adversely impacted by changes in the Internet and mobile device accessibility of users
DroppedRisks Related to our Legal and Regulatory Environment
Legislative changes or administrative practices may increase our tax obligations and exposures and could adversely affect our business results and operations
DroppedRisks Related to our Legal and Regulatory Environment
Government regulation of the Internet, mobile devices, and e-commerce is evolving, and unfavorable changes could substantially adversely affect our business, financial condition, and results of operations

Reworded

84% rewrittenRisks Related to our Legal and Regulatory Environment
Our ability to use our net operating loss carryforwards and certain other tax attributes is subject to limitations
The wording is substantively unchanged; it still covers expiration and utilization limits on federal, state and non-U.S. NOLs and tax credits.
75% rewrittenRisks Related to Our Business and Operations
We expect our results of operations to fluctuate on a quarterly and annual basis due to a number of factors, which may make it difficult to predict our future performance
The risk now attributes volatility to DoorDash’s platform, category, pricing and geographic expansion plus macroeconomic and regulatory conditions.
Was: We expect a number of factors to cause our results of operations to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance
73% rewrittenRisks Related to our Legal and Regulatory Environment
We may be subject to various regulations relating to payment processing
The U.S.-focused version removes the prior discussion of payment and financial-services regulation outside the United States.
71% rewrittenRisks Related to Our Business and Operations
We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to consistently maintain or increase profitability in the future
The text removes 2023–2024 net-loss, net-income and accumulated-deficit figures and adds specific planned investments in offerings, technology, markets, users and marketing.
70% rewrittenRisks Related to Our Business and Operations
Growth of our business will depend on a strong reputation and brand, and any failure to maintain, protect, and enhance our brand could hurt our ability to retain or expand our base of merchants, consumers, and Dashers and our ability to increase their level of engagement
The reference to maintaining Wolt’s brand in Europe and Asia becomes maintaining a cohesive DoorDash brand for growth inside and outside the United States.
58% rewrittenRisks Related to Our Business and Operations
Our business may not continue to grow on pace with historical rates
The risk newly identifies slowing demand, user growth, competition, market deceleration, missed opportunities and regulatory costs as possible growth constraints.
57% rewrittenRisks Related to Ownership of our Class A Common Stock
Delaware law and provisions in our Certificate of Incorporation, amended and restated bylaws ("Bylaws"), and the Indenture could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our Class A common stock
The text now refers to the Certificate of Incorporation and Bylaws rather than the amended and restated versions and adds a voting-approval provision.
Was: Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our Class A common stock
57% rewrittenRisks Related to our Legal and Regulatory Environment
We are subject to various claims, lawsuits, investigations, and proceedings, and face potential liability, expenses, and harm to our business as a result
Cybersecurity incidents were added to the listed sources of claims, investigations, expenses and potential business harm.
55% rewrittenRisks Related to Our Business and Operations
If we fail to manage our growth effectively, our brand, business, financial condition, and results of operations could be adversely affected
46% rewrittenRisks Related to Our Business and Operations
We face certain risks in connection with our self-operated convenience, grocery, and other retail businesses
46% rewrittenRisks Related to Our Business and Operations
Our international operations and any future international expansion will subject us to additional costs and risks and our plans may not be successful
44% rewrittenRisks Related to Our Business and Operations
We are committed to the long-term success of our business, including by expanding our platform and enhancing the consumer experience, which may not maximize short-term financial results and may yield results that conflict with the market’s expectations, which could result in our stock price being adversely affected
44% rewrittenRisks Related to Our Business and Operations
If we fail to retain our existing merchants and consumers or acquire new merchants and consumers in a cost-effective manner, our revenue, revenue growth, and margins may decrease and our business, financial condition, and results of operations could be adversely affected
41% rewrittenRisks Related to Our Business and Operations
We face certain risks associated with our pay models for Dashers
41% rewrittenRisks Related to Our Business and Operations
We use artificial intelligence in our business, and challenges with properly managing its use could result in competitive harm, legal liability, and brand or reputational harm, and adversely affect our results of operations
Was: We may use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations
40% rewrittenRisks Related to our Intellectual Property
Failure to adequately protect our intellectual property could adversely affect our business, financial condition, and results of operations
38% rewrittenRisks Related to Our Business and Operations
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired
37% rewrittenRisks Related to Our Business and Operations
If we fail to cost-effectively attract and retain Dashers or to increase the use of our platform by existing Dashers, our business, financial condition, and results of operations could be adversely affected
37% rewrittenRisks Related to Our Business and Operations
If we do not continue to innovate and further develop our platform, our platform developments do not perform, we do not successfully manage our platform strategy, or we are not able to keep pace with technological developments, we may not remain competitive and our business and results of operations could suffer
36% rewrittenRisks Related to our Legal and Regulatory Environment
If Dashers that utilize our platform as independent contractors are reclassified as employees under U.S. federal or state law, or the laws of other jurisdictions in which we operate, it could have an adverse effect that is material to our business, financial condition, and results of operations
Was: If Dashers that utilize our platform are reclassified as employees under U.S. federal or state law, or the laws of other jurisdictions in which we operate, it could have an adverse effect that is material to our business, financial condition, and results of operations
34% rewrittenRisks Related to Our Business and Operations
If we are unable to make acquisitions and investments, or successfully integrate acquisitions into our business, our business, financial condition, and results of operations could be adversely affected
31% rewrittenRisks Related to Our Business and Operations
Systems failures and resulting interruptions in the availability of our websites, mobile applications, technology infrastructure, or platform could adversely affect our business, financial condition, and results of operations
Was: Systems failures and resulting interruptions in the availability of our websites, mobile applications, or platform could adversely affect our business, financial condition, and results of operations
28% rewrittenRisks Related to our Dependence on Third Parties
Our platform, services, and operations depend on a wide variety of third-party software and services and any interruption in services provided by these third parties could adversely affect our business and results of operations
25% rewrittenRisks Related to Our Business and Operations
We experience significant seasonal fluctuations in our financial results, which could cause our Class A common stock price to fluctuate
23% rewrittenRisks Related to Our Business and Operations
The impact of adverse economic conditions and other trends, including the resulting effects on consumer spending and merchant operations, may adversely affect our business, financial condition, and results of operations
22% rewrittenRisks Related to Our Business and Operations
We face intense competition and if we are unable to compete effectively, our business, financial condition, and results of operations could be adversely affected
22% rewrittenRisks Related to Our Business and Operations
We are subject to risks related to fluctuations in foreign currency exchange rates
20% rewrittenRisks Related to Our Business and Operations
Defects, errors, or vulnerabilities in our applications, backend systems, or other technology systems and those of third-party technology providers could harm our reputation and brand and adversely affect our business, financial condition, and results of operations

All 63 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Operations

01We expect our results of operations to fluctuate on a quarterly and annual basis due to a number of factors, which may make it difficult to predict our future performance75% rewritten
02We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to consistently maintain or increase profitability in the future71% rewritten
03Our business may not continue to grow on pace with historical rates58% rewritten
04We face intense competition and if we are unable to compete effectively, our business, financial condition, and results of operations could be adversely affected22% rewritten
05If we fail to retain our existing merchants and consumers or acquire new merchants and consumers in a cost-effective manner, our revenue, revenue growth, and margins may decrease and our business, financial condition, and results of operations could be adversely affected44% rewritten
06If we fail to cost-effectively attract and retain Dashers or to increase the use of our platform by existing Dashers, our business, financial condition, and results of operations could be adversely affected37% rewritten
07We rely on merchants on our platform for many aspects of our business, and to the extent they fail to adequately maintain their service levels or materially increase the prices they charge consumers on our platform, our business could be adversely affected
08Systems failures and resulting interruptions in the availability of our websites, mobile applications, technology infrastructure, or platform could adversely affect our business, financial condition, and results of operations31% rewritten
09If we are unable to make acquisitions and investments, or successfully integrate acquisitions into our business, our business, financial condition, and results of operations could be adversely affected34% rewritten
10Our international operations and any future international expansion will subject us to additional costs and risks and our plans may not be successful46% rewritten
11Our pricing methodologies are impacted by a number of factors, and we may not ultimately be successful in attracting and retaining merchants, consumers, and Dashers
12We face certain risks associated with our pay models for Dashers41% rewritten
13If we fail to manage our growth effectively, our brand, business, financial condition, and results of operations could be adversely affected55% rewritten
14Growth of our business will depend on a strong reputation and brand, and any failure to maintain, protect, and enhance our brand could hurt our ability to retain or expand our base of merchants, consumers, and Dashers and our ability to increase their level of engagement70% rewritten
15We have been subject to cybersecurity incidents in the past and anticipate being the target of future attacksNew
16If the on-demand local commerce category does not continue to grow, or grows slower than we expect, our business, financial condition, and results of operations could be adversely affected
17We are committed to the long-term success of our business, including by expanding our platform and enhancing the consumer experience, which may not maximize short-term financial results and may yield results that conflict with the market’s expectations, which could result in our stock price being adversely affected44% rewritten
18Illegal, improper, or otherwise inappropriate activity of merchants, consumers, Dashers, or other third party service providers, whether or not occurring while using our platform, could expose us to liability and adversely affect our business, brand, financial condition, and results of operations
19Our platform facilitates deliveries to consumers from non-partner merchants, and we face certain risks associated with these deliveries
20If we do not continue to innovate and further develop our platform, our platform developments do not perform, we do not successfully manage our platform strategy, or we are not able to keep pace with technological developments, we may not remain competitive and our business and results of operations could suffer37% rewritten
21We face certain risks in connection with our self-operated convenience, grocery, and other retail businesses46% rewritten
22If we fail to maintain or improve the cost-effectiveness of our local commerce platform, our business, financial condition, and results of operations could be adversely affected
23Any failure to offer high-quality support may harm our relationships with merchants, consumers, and Dashers and could adversely affect our business, financial condition, and results of operations
24We experience significant seasonal fluctuations in our financial results, which could cause our Class A common stock price to fluctuate25% rewritten
25The impact of adverse economic conditions and other trends, including the resulting effects on consumer spending and merchant operations, may adversely affect our business, financial condition, and results of operations23% rewritten
26We are subject to risks related to fluctuations in foreign currency exchange rates22% rewritten
27Our company culture has contributed to our success and if we cannot maintain and evolve our culture as we grow, our business could be adversely affected
28If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired38% rewritten
29We use artificial intelligence in our business, and challenges with properly managing its use could result in competitive harm, legal liability, and brand or reputational harm, and adversely affect our results of operations41% rewritten
30Defects, errors, or vulnerabilities in our applications, backend systems, or other technology systems and those of third-party technology providers could harm our reputation and brand and adversely affect our business, financial condition, and results of operations20% rewritten
31We have implemented “sell-to-cover” in which shares of our Class A common stock are sold into the market on behalf of RSU holders upon vesting or settlement of RSUs to cover tax withholding liabilities and such sales will result in dilution to our stockholders
32We track certain operational metrics with internal systems and tools and do not independently verify such metrics. Certain of our operational metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation
33Our actual losses may exceed our insurance reserves, which could adversely affect our financial condition and results of operations

Risks Related to our Legal and Regulatory Environment

34If Dashers that utilize our platform as independent contractors are reclassified as employees under U.S. federal or state law, or the laws of other jurisdictions in which we operate, it could have an adverse effect that is material to our business, financial condition, and results of operations36% rewritten
35We are subject to various claims, lawsuits, investigations, and proceedings, and face potential liability, expenses, and harm to our business as a result57% rewritten
36We have exposure to greater than anticipated income tax liabilities
37We have exposure to changing tax legislation and administrative practices, and to tax authorities successfully imposing additional non-income tax obligations or liabilities on usNew
38Our ability to use our net operating loss carryforwards and certain other tax attributes is subject to limitations84% rewritten
39Our business is subject to a variety of laws and regulations globally, many of which are unsettled and still developing, and any of which could subject us to legal claims, increased costs, operational burdens, or otherwise adversely affect our business, financial condition, or results of operationsNew
40We are subject to various U.S. and non-U.S. anti-corruption laws and other anti-bribery and anti-kickback laws and regulations
41We may be subject to various regulations relating to payment processing73% rewritten

Risks Related to our Dependence on Third Parties

42We rely on third-party background check providers to screen potential Dashers, and if such providers fail to provide accurate information or we are not able to maintain business relationships with them, our business, financial condition, and results of operations could be adversely affected
43Our platform, services, and operations depend on a wide variety of third-party software and services and any interruption in services provided by these third parties could adversely affect our business and results of operations28% rewritten
44Internet search engines drive traffic to our platform and our new user growth could decline if we fail to appear prominently in search results

Risks Related to our Intellectual Property

45Failure to adequately protect our intellectual property could adversely affect our business, financial condition, and results of operations40% rewritten
46Intellectual property infringement assertions by third parties could result in significant costs and adversely affect our business, financial condition, results of operations, and reputation
47Our 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 provide our platform

Risks Related to Our Indebtedness and Liquidity

48Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt agreementsNew
49We may be unable to raise the funds necessary to repurchase the 2030 Notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and our other indebtedness limits our ability to repurchase the 2030 Notes or pay cash upon their conversionNew
50The accounting method for the 2030 Notes could adversely affect our reported financial condition and resultsNew
51The convertible note hedge and warrant transactions may affect the value of the 2030 Notes and our Class A common stockNew
52We are subject to counterparty risk with respect to the convertible note hedge transactions, and the convertible note hedge transactions may not operate as plannedNew
53We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all
54Our revolving credit facility contains financial covenants and other restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our results of operations

Risks Related to Ownership of our Class A Common Stock

55Although we do not expect to rely on the “controlled company” exemption under the listing standards of Nasdaq, we expect to have the right to use such exemption and therefore we could in the future avail ourselves of certain reduced corporate governance requirements
56The trading price of our Class A common stock may be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control
57The trading volume of the 2030 Notes and the conversion features of the 2030 Notes, if triggered, may impact the trading price of our Class A common stockNew
58The market price of our Class A common stock could decline as a result of sales of a large number of shares of our Class A common stock in the market, and the perception that these sales could occur may also depress the market price of our Class A common stock
59We may not realize the anticipated long-term stockholder value of our share repurchase programs, and any failure to repurchase our Class A common stock after we have announced our intention to do so may negatively impact our stock price
60Delaware law and provisions in our Certificate of Incorporation, amended and restated bylaws ("Bylaws"), and the Indenture could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our Class A common stock57% rewritten
61Our Bylaws designate a U.S. state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employeesNew
62If securities or industry analysts publish inaccurate or unfavorable research about us, our business, or our market, or if they change their analysis regarding our Class A common stock adversely, the market price and trading volume of our Class A common stock could decline
63We do not expect to pay dividends in the foreseeable future

Other DoorDash 10-Ks

FY2024 10-K risk factors
60 risks
Marketplace growth depends on retaining merchants, consumers, and Dashers while keeping delivery costs and service quality competitive.
Filed Feb 14, 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.