소송·합의

Any such claims could result in costly litigation, adverse judgments, or settlements.

•be subject to investigations by governmental authorities.

Defaults by counterparties or systemic stress in crypto-asset markets may also pose significant liquidity, settlement, or valuation risks.

We are currently subject to a class action lawsuit and other proceedings and may be subject to additional proceedings in the future, which could distract our management, harm our reputation and result in substantial costs or judgments against us

On June 23, 2025, the Bankruptcy Court approved the transactions contemplated in the Settlement Term Sheet.

See Note 14 to the Consolidated Financial Statements for more details regarding this lawsuit and above in these risk factors regarding patent infringement litigation and other claims.

We have in the past and may in the future receive notices or be subject to lawsuits that claim we have misappropriated, infringed, or otherwise misused other parties’ intellectual property rights.

We may face risks related to securities litigation that could result in significant legal expenses and settlement or damage awards.

Our business and those of our suppliers and customers are subject to sustainability-related laws, regulations and lawsuits.

For example, the SEC has not permitted public permissionless blockchain-based clearance and settlement systems for securities.

In January 2025, Airbnb Ireland signed a similar agreement in settlement of the 2023 audit period for an aggregate payment of 179 million Euro ($186 million).

Our failure to comply with the terms of the settlement agreement could result in significant penalties, including the loss of the suspension of the denial order which would prohibit us from exporting certain of our products outside of the United States.

However, a settlement on acceptable terms may not always be feasible.

For example, the DOJ and a number of state Attorneys General filed a lawsuit concerning our Search and Search advertising practices and our compliance with US antitrust laws.

In addition, Brazil recently enacted regulation requiring PSOs in Brazil (including Mastercard and Visa) to extend their responsibility for the financial and settlement integrity of payments to merchants.

Additional lawsuits arising out of the Capitalization Changes may be filed in the future.

As a result, any future conversion of the Synaptics Convertible Notes may, depending on the settlement method, result in the issuance of a significant number of additional shares of our common stock, which may only be partially offset by the capped call transactions entered into by Synaptics concurrently with the issuance of the Synaptics Convertible Notes.

Additional information regarding this lawsuit is discussed under Note 15 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

Securities class action litigation has often been brought against companies that experience periods of volatility in the market price of such company’s securities.

Further, we have faced and are currently defending against class actions and civil lawsuits alleging that our Platform has been used by criminal offenders to identify and communicate with children and to possibly entice them to interact off-Platform, outside of the restrictions of our moderated chat, content blockers, and other on-Platform safety measures.

These lawsuits and other matters can be time-consuming, divert management’s attention and resources from the operation of our business and cause us to incur significant expenses or liability or require us to change our business practices.

We also have been and in the future may be a party to class action lawsuits, including those brought by health care professional groups, consumers and investors.

Termination of a significant distributor or a group of distributors, whether at our initiative or the distributor’s initiative or through consolidation in the distribution industry, or the inability of a distributor to perform its obligations, could divert management’s attention and resources, result in disputes, litigation and settlement costs, increase risk that our products may be diverted from authorized distribu

Also, we may be adversely impacted by matters related to fraud perpetrated against our clients in connection with their use of electronic payments (including Zelle) and other similar products and services, which could result in judgments or settlements, and adversely affect our businesses and strategies.

Our performance under our U.S. government awards and our compliance with the terms of those awards and applicable laws and regulations are subject to periodic investigation audits, reviews and investigations by various U.S. government agencies.

Additionally, under the ASR agreements, volatility in our stock price may obligate us to deliver shares of our common stock or make a cash payment to the counterparty upon final settlement.

In addition, foreign currency derivative transactions involve risks, including counterparty credit risk, potential cash flow impact upon settlement, and the risk that foreign currency movements differ from our expectations or historical trends, which could render our hedging strategies ineffective or result in losses.

For example, in the second quarter of 2022, several of our stockholders filed securities class action complaints against us and certain of our officers in the United States District Court for the District of Maryland.

Such recalls, whether caused by systems or components engineered or manufactured by us or our suppliers, would involve significant expense, the possibility of lawsuits, and diversion of management’s attention and other resources, which could adversely affect our brand image in our target markets and our business, prospects, results of operations and financial condition.

However, we may be unable in the future to negotiate necessary licenses or reach agreement on other settlements on commercially reasonable terms, or at all.

In September 2025, we reached a settlement with the IRS for fiscal 2007 to fiscal 2015.

•the amount and timing of legal expenses, including settlements, judgments, fines, legal fees, and other charges associated with litigation, governmental investigations or inquiries, regulatory investigations or inquiries, or other legal proceedings;

For example, we have been the subject of media and government scrutiny relating to AI and AI chatbots, including inquiries and investigations by the FTC, members of Congress and state attorneys general.

Further, in connection with offsetting certain of our earnout obligations, we entered into a cash-settled forward stock purchase transaction on our common stock that is scheduled to mature in approximately one year from March 31, 2026 and is subject to early termination under certain circumstances; as a result, we may be exposed to additional market, liquidity, operational and counterparty risks, including the risk t

These relationships could also result in exposure to congressional, regulatory, or other government investigations or inquiries, as well as lawsuits from private parties.

Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the Nasdaq Stock Market LLC (“Nasdaq”) or other regulatory authorities, which would require additional financial and management resources.

In addition, we could become subject to investigations by the SEC and other regulatory authorities, which could require additional financial and management resources.

In October 2025, the parties reached a preliminary settlement of these consolidated matters, subject to court approval.

•our involvement in litigation or governmental or regulatory investigations or inquiries and the development and outcome of such litigation, investigations, or inquiries(including the amount and timing of related settlements, judgments, fines, legal fees, and other charges);

These cases include purported class actions under federal and state antitrust and competition, consumer protection and related laws brought by customers, retailers and others, including cases related to our wholesale purchase and retail sale of batteries and soft drinks.

We also may be adversely affected by the outcome of litigation, including class actions or arbitrations, especially in countries such as the United States that permit large and unpredictable punitive and non-economic damage awards.

We take reasonable efforts to comply with applicable labor laws and regulations impacting our workforce, but failure to comply with such laws could result in government enforcement actions and penalties or lawsuits by employees, may negatively impact business operations and may be harmful to our reputation and our ability to attract and retain employees.

It is not always possible to identify and deter misconduct by these parties, and any other precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses, or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations.

In addition, we are currently, and may in the future be, subject to regulatory orders or consent decrees.

Further, as a result of this type of settlement, we are no longer a “well-known seasoned issuer,” which places limitations on the manner in which we can market our securities.

previously inquiries, such as ongoing investigation by the Korean Fair Trade Commission previously

investigations by authorities,

● subject us to securities class action litigation; and

For example, we are currently defending against a putative securities class action complaint, and related derivative complaints, alleging that we or our executives made false or misleading statements and/or failed to disclose issues with our product platform.