Remitly Global (RELY) Risk Analysis

The market price of our common stock has been, and may continue to be, volatile. In addition to the factors discussed in this Annual Report on Form 10-K, the market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including: - overall performance of the equity markets;- actual or anticipated fluctuations in our revenue and other operating results;- changes in the financial projections we may provide to the public or our failure to meet these projections;- failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow us, or our failure to meet these estimates or the expectations of investors;- recruitment or departure of key personnel;- the economy as a whole and conditions in our industry;- negative publicity related to the real or perceived quality of our service or those of our competitors, as well as the failure to timely launch new products and services that achieve acceptance;- rumors and speculation involving us or other companies in our industry;- efforts by short sellers to spread negative or misrepresentative information about us in order to gain a market advantage;- announcements by us or our competitors of new products or services (including with respect to cryptocurrency, stablecoins, or blockchain technology), commercial relationships, or significant technical innovations;- acquisitions, strategic partnerships, joint ventures, or capital commitments;- new laws or regulations or new interpretations of existing laws or regulations applicable to our business;- lawsuits threatened or filed against us, litigation involving our industry, or both;- developments or disputes concerning our or other parties' products, services, or IP Rights;- changes in accounting standards, policies, guidelines, interpretations, or principles;- interpretations of any of the above or other factors by trading algorithms, including those that employ natural language processing and related methods to evaluate our public disclosures;- other events or factors, including those resulting from war, incidents of terrorism, natural disasters, pandemics, or responses to those events; and - sales of shares of our common stock by us, our directors and executive officers, or our stockholders. In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies, and technology companies in particular, have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business, financial condition, operating results, and future prospects.

In August 2025, we announced that our board of directors had approved a share repurchase program that provides for the repurchase of up to an aggregate of $200 million of our outstanding common stock. The timing, method, and total amount of share repurchases will be determined by us at our discretion and will depend on a variety of factors, including business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, alternative investment opportunities, and other considerations. The share repurchase program does not expire and may be suspended, discontinued, or modified at any time without notice at our discretion, and the program does not obligate us to acquire any amount of common stock. Repurchase activity under the program could affect the trading price of our common stock and increase the volatility thereof. We cannot guarantee that the share repurchase program will be fully consummated, and any future announcement of a suspension or discontinuation of the program, or our decision not to utilize the full authorized repurchase amount under the program, may reduce investor confidence and could negatively impact the trading price of our common stock. There can be no assurance that the share repurchase program will enhance long-term stockholder value, in particular if the trading price of our common stock declines below the levels at which we repurchased such shares. Additionally, short-term share price fluctuations could reduce the number or amount of shares we may ultimately repurchase pursuant to the program and reduce the program's effectiveness. Furthermore, repurchases under this program will diminish our working capital, which could impact our ability to execute on our business plan.

Based upon the information available to us about our shares outstanding as of December 31, 2025, our executive officers, directors, and current beneficial owners of 5% or more of our common stock, in the aggregate, beneficially own a substantial percentage of our outstanding common stock. These persons, acting together, will be able to significantly influence all matters requiring stockholder approval, including the election and removal of directors and any merger or other significant corporate transactions. The interests of this group of stockholders may not coincide with the interests of other stockholders.

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our common stock. We may issue our shares of common stock or securities convertible into our common stock from time to time in connection with financings, acquisitions, investments, or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: - authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our common stock;- require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;- specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, or our Chief Executive Officer;- establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;- establish that our board of directors is divided into three classes, with each class serving three-year staggered terms;- prohibit cumulative voting in the election of directors;- provide that our directors may be removed for cause only upon the vote of sixty-six and two-thirds percent (66 2/3%) of our outstanding shares of common stock;- provide that vacancies on our board of directors may be filled only by a majority vote of directors then in office, even though less than a quorum; and - require the approval of our board of directors or the holders of at least sixty-six and two-thirds percent (66 2/3%) of our outstanding shares of common stock to amend our bylaws and certain provisions of our certificate of incorporation. 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, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally, subject to certain exceptions, prohibit a Delaware corporation from engaging in any of a broad range of business combinations with any "interested" stockholder for a period of three years following the date on which the stockholder became an "interested" stockholder. Furthermore, while state statutes governing Licenses vary, most require investors to receive the approval of, or provide notice to, the relevant licensing authority before exceeding a certain ownership threshold, including indirect ownership, in a Licensed entity. Accordingly, current or prospective investors seeking to acquire ownership of securities above certain thresholds in the aggregate may need to first obtain such regulatory approvals and provide such notices to the relevant regulators. Any of the foregoing provisions could limit the price that investors might be willing to pay in the future for shares of our common stock, and they could deter potential acquirers of our company, thereby reducing the likelihood that you would receive a premium for your shares of our common stock in an acquisition.

Our stock price and trading volume is heavily influenced by the way analysts and investors interpret our financial information and other disclosures. If securities or industry analysts do not publish research or reports about our business, downgrade our common stock, or publish negative reports about our business, our stock price would likely decline.