What the changes say
- New disclosure and control burdens follow loss of EGC status and large accelerated filer designation.
- Financial reporting risk returns despite remediation; share-sale price pressure is separately emphasized.
- NOL utilization now faces annual limitations, though no expected expiry before use.
- AI, competition, and broad regulation are largely unchanged; tax risk now expressly includes audits and additional collections.
What changed since the prior 10-K
New
- NewRisks Related to Financial, Tax and Accounting Matters
Our internal control over financial reporting may not continue to be effective and we may experience material weaknesses in the future, which could affect the reliability of our financial statements and have other adverse consequences
Despite effective controls as of January 31, 2026, future material weaknesses could impair reporting, reputation, business, and share price.
- NewRisks Related to Ownership of Our Class A Common Stock and Governance
Sales of a substantial number of shares of our Class A common stock (including shares of our Class A common stock issuable upon conversion of our Class B common stock) could depress the trading price of our Class A common stock
Sales by directors, officers, and principal stockholders could pressure the Class A price; 81.96 million Class A and 12.64 million Class B shares were outstanding.
- NewRisks Related to Ownership of Our Class A Common Stock and Governance
We are no longer an “emerging growth company” and, as a result, are subject to certain enhanced disclosure requirements
Losing EGC status as a large accelerated filer brings auditor attestation, possible PCAOB requirements, and enhanced executive-compensation disclosures.
Dropped
- DroppedRisks Related to Financial, Tax and Accounting Matters
We designed and implemented procedures and controls to identify and account for complex accounting transactions and other technical accounting and financial reporting matters including accounting memoranda addressing these matters
- DroppedRisks Related to Financial, Tax and Accounting Matters
We formalized accounting processes, policies and procedures supporting our financial close process, including creating standard balance sheet reconciliation templates, and formalized procedures over the review of financial statements
- DroppedRisks Related to Ownership of Our Class A Common Stock and Governance
Sales, directly or indirectly, of shares of our Class A common stock by existing equityholders could cause the market price of our Class A common stock to decline
- DroppedRisks Related to Ownership of Our Class A Common Stock and Governance
We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors
Reworded
- 52% rewrittenRisks Related to Ownership of Our Class A Common Stock and Governance
The trading price of our Class A common stock may be volatile
The risk now says the trading market may not sustain current levels, rather than emphasizing that an active market may fail to develop.
- 42% rewrittenRisks Related to Financial, Tax and Accounting Matters
Our results of operations may be harmed if we are required to collect or pay sales or other taxes in jurisdictions where we have not historically done so
The tax risk adds potential audits requiring additional collections and remittances from paying customers in the United States and elsewhere.
- 42% rewrittenRisks Related to Legal and Regulatory Environment
Russian military action against Ukraine has adversely affected, and could continue to adversely affect, our operations and the productivity of our employees
The wording now says the Ukraine conflict has, and could continue to, disrupt nearby countries and operations.
- 39% rewrittenRisks Related to Financial, Tax and Accounting Matters
Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations
The January 31, 2026 study found annual limits on pre-change tax attributes, while saying expiration before utilization is not expected.
- 37% rewrittenRisks Related to Our Business and Industry
We have incorporated and are incorporating traditional AI, machine learning and GenAI into our platform. This technology is new and developing and may present operational and reputational risks or result in liability or harm to our reputation, business, results of operations or customers
No substantive change: the risk still centers on developing LLMs producing inaccurate, discriminatory, unexpected, or nonsensical results.
Was: We have incorporated and are incorporating traditional AI, machine learning and GenAI into some of our products. This technology is new and developing and may present operational and reputational risks or result in liability or harm to our reputation, business, results of operations or customers
- 33% rewrittenRisks Related to Our Business and Industry
We face competition from both established and new companies offering services similar to ours, and many of our potential customers have developed, or could develop, proprietary solutions, all of which may have a negative effect on our ability to add new customers, retain existing customers and/or grow our business
No substantive change: competition from named software vendors, point tools, legacy systems, and proprietary customer solutions remains the concern.
- 32% rewrittenRisks Related to Financial, Tax and Accounting Matters
We may be unable to generate sufficient cash flow to satisfy future debt service obligations, which could have an adverse effect on our business, financial condition, results of operations and cash flows
The company now reports no outstanding debt as of January 31, 2026, but could incur future debt under its Amended Credit Agreement.
Was: We may be unable to generate sufficient cash flow to satisfy our significant debt service obligations, which could have an adverse effect on our business, financial condition, results of operations and cash flows
- 28% rewrittenRisks Related to Legal and Regulatory Environment
Our business is subject to extensive government regulation and oversight. Our failure to comply with extensive, complex, overlapping and frequently changing rules, regulations and legal interpretations could adversely affect our business
No substantive change: evolving internet, privacy, cybersecurity, tax, payments, payroll, consumer-protection, and other regulations remain the focus.
- 26% rewrittenRisks Related to Financial, Tax and Accounting Matters
Operating as a public company requires us to incur substantial costs and will require substantial management attention
Was: Operating as a public company will require us to incur substantial costs and will require substantial management attention
- 25% rewrittenRisks Related to Our Business and Industry
The impact of economic conditions, including the resulting effect on consumer spending and on our customers’ finances and operations, may adversely affect our business, financial condition and results of operations
- 25% rewrittenRisks Related to Financial, Tax and Accounting Matters
Changes in tax laws and regulations in the United States and other jurisdictions could adversely affect our business, financial condition and results of operations
Was: Changes in U.S. tax laws and regulations and those which we are subject to in various tax jurisdictions could adversely affect our business, financial condition and results of operations
- 24% rewrittenRisks Related to Our Business and Industry
We have experienced rapid growth in recent periods, and such growth may not be indicative of our future growth. If we fail to properly manage future growth, our business, financial condition, results of operations and prospects could be materially adversely affected
- 23% rewrittenRisks Related to Financial, Tax and Accounting Matters
The Amended Credit Agreement contains financial covenants and other restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our results of operations
Was: The Credit Agreement contains financial covenants and other restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our results of operations
All 58 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01We have experienced rapid growth in recent periods, and such growth may not be indicative of our future growth. If we fail to properly manage future growth, our business, financial condition, results of operations and prospects could be materially adversely affected24% rewritten
- 02You should not rely on our revenue or key business metrics for any previous quarterly or annual period as any indication of our revenue, revenue growth, key business metrics or key business metrics growth in future periods
- 03We have a history of losses and may not be able to achieve or sustain profitability in the future
- 04If we fail to manage our growth effectively, our brand and reputation, business, financial condition and results of operations could be adversely affected
- 05Our results of operations are likely to fluctuate from period to period, which could cause the market price of our Class A common stock to decline
- 06If we fail to effectively develop and commercialize new products, enhance and improve our platform, expand the number of trades we support, respond to changes in trades business demands or preferences or adapt to changes in trade industry practices, processes and technological advances, we may not remain competitive
- 07Our operations can be seasonal, and the results of our operations can vary from quarter to quarter and year-over-year, so our financial performance in certain financial quarters or years may not be indicative of, or comparable to, our financial performance in subsequent financial quarters or years
- 08We have a limited operating history at our current scale in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we are not successful
- 09We engage our team members in various ways, including direct hires, through professional employer organizations and as independent contractors. As a result of these methods of engagement, we face certain challenges and risks that can affect our business, results of operations, and financial condition
- 10The impact of economic conditions, including the resulting effect on consumer spending and on our customers’ finances and operations, may adversely affect our business, financial condition and results of operations25% rewritten
- 11Our business is sensitive to events and trends that impact spend across the trades, including natural disasters, pandemics and climate change
- 12The market for software designed to serve the trades is evolving, and our future success depends on the growth of the trades industry and our ability to adapt, keep pace and respond effectively to evolving markets
- 13We face competition from both established and new companies offering services similar to ours, and many of our potential customers have developed, or could develop, proprietary solutions, all of which may have a negative effect on our ability to add new customers, retain existing customers and/or grow our business33% rewritten
- 14We have incorporated and are incorporating traditional AI, machine learning and GenAI into our platform. This technology is new and developing and may present operational and reputational risks or result in liability or harm to our reputation, business, results of operations or customers37% rewritten
- 15If the estimates and assumptions we have used to calculate the size of our addressable market opportunity are inaccurate, our future growth rate may be limited
- 16We may be unsuccessful in making, integrating and maintaining acquisitions, including past acquisitions
- 17Our business depends on a strong brand, and if we are not able to maintain and enhance our brand and reputation, our ability to maintain and expand our customer base will be impaired, and our business, financial condition and results of operations may be adversely affected
- 18We depend on our management team and other highly skilled personnel, and we may fail to attract, retain, motivate or integrate highly skilled personnel, which could adversely affect our business, financial condition and results of operations
- 19If we cannot create and maintain a successful company culture as we grow, our success and our business may be harmed
Risks Related to Our Customers and Revenue Model
- 20Any failure to offer high quality support for our customers, including throughout the implementation process, may harm our relationships with our customers and, consequently, our business
- 21Our ability to increase our customer base and achieve broader market acceptance of our platform will depend on our ability to develop and expand our sales and marketing capabilities
- 22A majority of our customers are small- and medium-sized businesses, which can be more difficult and costly to retain than large businesses and may increase the impact of economic fluctuations on us
Risks Related to Reliance on Third Parties
- 23We rely on software and services licensed from other third parties. Defects in or the loss of software or services from third parties could increase our costs and adversely affect the quality of our service
- 24Our customers’ experience and satisfaction depend upon the interoperability of our platform across devices, operating systems and third-party applications that we do not control
- 25We rely on third-party data centers, such as Azure, to host and operate our platform, and any disruption of or interference with our use of these facilities may negatively affect our ability to maintain the performance and reliability of our platform, which could cause our business to suffer
- 26The adverse effects of any service interruptions on our reputation, results of operations and financial condition may be disproportionately heightened due to the nature of our business and the fact that our customers have a low tolerance for interruptions of any duration
- 27We are subject to payment processing risk
Risks Related to Data Privacy, Data Protection, Cybersecurity and Technology
- 28Real or perceived defects, errors, or vulnerabilities in our platform could harm our reputation and adversely affect our business, financial condition and results of operations
- 29Our business could be adversely impacted by changes in the Internet and mobile device accessibility of customers
- 30The collection, processing, storage, use and disclosure of personal information are governed by a rapidly evolving framework of privacy, data protection, cybersecurity, data transfers or other laws or regulations worldwide and limit the use and adoption of our services and adversely affect our business
Risks Related to Our Intellectual Property
- 31If we do not adequately protect our intellectual property and our data, our business, financial condition and results of operations could be materially adversely affected
- 32Intellectual property infringement or misappropriation assertions by third parties could result in significant costs and adversely affect our business, financial condition, results of operations and reputation
- 33Our platform, including our purpose-built AI solutions such as Atlas, contains software modules licensed to us by third-party authors under “open-source” licenses
Risks Related to Legal and Regulatory Environment
- 34We may become involved in claims, lawsuits, government investigations and other proceedings that may harm our business, financial condition and results of operations
- 35Our business is subject to extensive government regulation and oversight. Our failure to comply with extensive, complex, overlapping and frequently changing rules, regulations and legal interpretations could adversely affect our business28% rewritten
- 36Significant additional laws or regulations, or our failure to comply with any laws and regulations that now, or could in the future, apply to our business could materially adversely affect our business, financial condition, results of operations and prospects
- 37The expansion of our operations outside the United States, which subjects us to additional costs and risks, could adversely affect our business, financial condition and results of operations
- 38We are subject to governmental export and import controls and economic sanctions programs that could impair our ability to compete in international markets or subject us to liability if we violate these controls
- 39Russian military action against Ukraine has adversely affected, and could continue to adversely affect, our operations and the productivity of our employees42% rewritten
- 40We are subject to anti-corruption and anti-bribery laws and anti-money laundering laws and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation
Risks Related to Financial, Tax and Accounting Matters
- 41Our internal control over financial reporting may not continue to be effective and we may experience material weaknesses in the future, which could affect the reliability of our financial statements and have other adverse consequencesNew
- 42We may be unable to generate sufficient cash flow to satisfy future debt service obligations, which could have an adverse effect on our business, financial condition, results of operations and cash flows32% rewritten
- 43The Amended Credit Agreement contains financial covenants and other restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our results of operations23% rewritten
- 44We may require additional capital, which may not be available on terms acceptable to us, or at all and, if available, may cause dilution to our stockholders
- 45Our estimates or judgments relating to our critical accounting policies may be based on assumptions that change or prove to be incorrect, which could cause our results of operations to fall below expectations of securities analysts and investors, resulting in a decline in the market price of our Class A common stock
- 46We rely on assumptions and estimates to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and our business
- 47Operating as a public company requires us to incur substantial costs and will require substantial management attention26% rewritten
- 48Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations39% rewritten
- 49Our results of operations may be harmed if we are required to collect or pay sales or other taxes in jurisdictions where we have not historically done so42% rewritten
- 50Changes in tax laws and regulations in the United States and other jurisdictions could adversely affect our business, financial condition and results of operations25% rewritten
- 51Our results of operations may be adversely affected by changes in accounting principles applicable to us
Risks Related to Ownership of Our Class A Common Stock and Governance
- 52We cannot predict the effect our multi-class structure may have on the market price of our Class A common stock
- 53The trading price of our Class A common stock may be volatile52% rewritten
- 54Sales of a substantial number of shares of our Class A common stock (including shares of our Class A common stock issuable upon conversion of our Class B common stock) could depress the trading price of our Class A common stockNew
- 55Delaware 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 trading price of our Class A common stock
- 56We are no longer an “emerging growth company” and, as a result, are subject to certain enhanced disclosure requirementsNew
- 57If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our Class A common stock adversely, the trading price and trading volume of our Class A common stock could decline
- 58We do not intend to pay cash dividends for the foreseeable future on our capital stock
Other ServiceTitan 10-Ks
- FY2025 10-K risk factors68 risks
Platform reliability depends on Azure, third-party software, integrations, payment processors, and mobile and internet access.
Filed Apr 02, 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.