• the impact of economic downturns on us and our customers, including the ongoing impact of the COVID-19 pandemic;

• the impact of cost increases and general inflationary pressures, as well as supply chain shortages and disruptions, on our operating expenses;

• risks related to our new secured term loan due 2027 and new convertible senior notes due 2028, including the impact of increased interest expense and timing of any future repayments or refinancing on our stock price;

• customer cancellations and rate of customer churn;

• ongoing volatility and conflict in the political and economic environment, including the impact of Russia’s invasion of Ukraine and any macro-economic impact that may have;

• customer acceptance and demand for our new and existing cloud communication and collaboration services and features, including voice, contact center, video, messaging, and communication application programming interfaces;

• competitive market pressures, and any changes in the competitive dynamics of the markets in which we compete;

• the quality and reliability of our services;

• our ability to scale our business;

• customer acquisition costs;

• our reliance on a network of channel partners to provide substantial new customer demand;

• timing and extent of improvements in operating results from increased spending in marketing, sales, and research and development;

• the amount and timing of costs associated with recruiting, training, and integrating new employees and retaining existing employees;

• our reliance on infrastructure of third-party network service providers;

• risk of failure in our physical infrastructure;

• risk of defects or bugs in our software;

• risk of cybersecurity breaches;

• our ability to maintain the compatibility of our software with third-party applications and mobile platforms;

• continued compliance with industry standards and regulatory and privacy requirements, globally;

• introduction and adoption of our cloud software solutions in markets outside of the United States;

• risks that any reduction in spending may not achieve the desired result or may result in a reduction in revenue;

• risks relating to the acquisition and integration of businesses we have acquired or may acquire in the future, including most recently, Fuze, Inc.;

• risks related to the fluctuations in the value of the United States Dollar and other currencies that underlie our business transactions;

• risks related to our substantial amount of indebtedness, which could have important consequences to our business;

• risks related to our remaining convertible senior notes due 2024 and our new convertible senior notes due 2028, including the timing of any future repayment;

• potential future intellectual property infringement claims and other litigation that could adversely impact our business and operating results; and

• the current instability in the banking system, which could adversely impact our operations and operating results.

• Unified Communications, Collaboration, and Contact Center on a Single, Modern Technology Platform. We believe that a common platform for communication, collaboration and customer interaction drives more efficient employee and customer engagement, greater business productivity and improved employee and customer experiences. Our modern, microservices-based platform enables rapid innovation, broad integration with third-party applications, Unlike many of our principal competitors, we own the core technology that drives and manage the communications platform that powers our solutions. Control over our entire platform enables us to deliver a more consistent and seamless experience for our customers across all aspects of the service, from the user interface to the technical support experience.

• AI/ML Workflow Automation and Self-Service. Our platform integrates artificial intelligence and machine learning of our technology and our third party partners with a focus on simplifying and automating workflows for our customers. We continue to make strategic investments in artificial intelligence and machine learning to develop new capabilities and features for our customers, such as context-rich customer engagements, intelligent call routing and faster first-call resolution. In late fiscal 2023, we integrated generative AI natural language learning models from OpenAI across our platform and launched an early adopter program for our Intelligent Customer Assistant offering.

• Platform-Wide Data Capture and Real-Time Analytics. We have developed a suite of web-based analytics tools to help our customers capture data on customer interactions across multiple channels and services integrated within our XCaaS platform. Using built-in analytics, customers can leverage real-time business intelligence to improve customer experiences across the range of self-service, AI-assisted, and agent engagements.

• Intuitive User Interface (UX). Our web, desktop, and mobile interfaces act as the communications portal for all 8x8 services and provide users with a familiar, consistent, and integrated experience across all endpoints. Tailored workspaces for agents, supervisors and other users meet the communication requirements of users based on their customer engagement profile to drive increased productivity and scale resources.

• Microsoft Teams Integrations. For organizations that have adopted Microsoft Teams for internal team messaging and meetings, we offer 8x8 Voice for Microsoft Teams, a direct routing solution that allows users to make and receive calls over the public switched telephone network (PSTN) without exiting the Microsoft Teams desktop, mobile or mobile app, and 8x8 Contact Center for Microsoft Teams, a Microsoft certified solution that leverages the Connect model to provide omnichannel contact center functionality. 8x8 integrations for Microsoft Teams provide reliable, integrated, global telephony and customer engagement capabilities to Microsoft Teams users, including value added services such as integrated business messaging, conversational AI, and advanced analytics.

• Integration with Third-Party Business Applications and AI-Based Solutions to Automate Workflows. Our open platform enables deep integration with AI-based solutions purposely built for specific vertical markets or tasks to simplify and automate workflows for our customers. Our ecosystem of AI technology partners includes organizations focused on conversational AI, CRM, workforce engagement, automation and enterprise collaboration. Additionally, our software uses a combination of open APIs and pre-built integrations to retrieve contextually relevant data from, and to enhance the functionality of, a wide variety of customers' third-party applications, such as Salesforce, Microsoft Dynamics, Google, NetSuite, Okta, Zendesk, Oracle Sales Cloud, Bullhorn, Aryaka, and HubSpot.

• Emphasis on Security and Compliance. Our security program is designed to protect the confidentiality, integrity and availability of our customers data. We believe we have created a top-down culture of security and compliance, including a commitment to secure architecture and development processes. As such, we have made significant investments in achieving compliance with various industry standards for data security and related third-party certifications.

• Global Reach®. 8x8's Global Reach technology provides enterprise-grade quality of service, reliability, security and support for our multinational customers with users in over 180 countries and full public switched telephone network ("PSTN") replacement in 58 countries. Our platform utilizes intelligent geo-routing technology and leverages data centers across globally dispersed regions - including North America, South America, Continental Europe, Asia, and Australia - to provide consistently high-quality voice service and meet data sovereignty requirements of customers worldwide.

• 8x8 Work: a self-contained, feature-rich, end-to-end United Communications as a service ("UCaaS") solution that delivers enterprise-grade voice with PSTN connectivity, secure video meetings, and unified messaging including direct messages, public and private team messaging rooms, and short and multimedia services ("SMS/MMS") .

• 8x8 Contact Center: a multi-channel cloud-based contact center solution that enables both large and small contact centers to build the same tailored customer experiences and achieve agent productivity benefits previously available only to large contact centers at a much higher cost.

• 8x8 CPaaS: a comprehensive set of global communications platform-as-a-service ("CPaaS") capabilities that enable businesses to directly integrate our platform services within their websites, mobile apps and business systems for personalized customer engagement at a high scale. Our SMS, Chat App, Video Interaction, 8x8 Jitsi-as-a-Service, and Voice APIs enable companies to reach their customers anywhere with a proven, reliable global network. The AI-powered 8x8 Callstats Service provides real-time metrics and analytics on a WebRTC session to improve voice and video quality of service.

• X1 through X4 service plans provide enterprise-grade voice, unified communications, video meetings, and team collaboration functionality, as well as contact center-like features for users with direct customer engagement. Delivered through the 8x8 Work solution, these service plans provide one application for business voice, team messaging, and meetings. Users can access the essential communication and collaboration features through the desktop app, mobile app, or desk phone. Advanced features, such as auto attendants; worldwide extension dialing; corporate directory with click-to-call functionality; presence, messaging and chat; call recording; call monitoring; internet fax; and the ability to interact contextually with inbound communication (email, call or chat) can be mixed and matched in customizable packages to most effectively meet the needs of individual users.

• X5 through X8 service plans generally provide the features of X1 through X4, plus contact center functionality. These service plans deliver tailored employee and customer experiences through integrated cloud communication, contact center software, and video meetings solutions. The advanced features and AI-driven automation and analytics of the 8x8 X Series contact center service plans allow organizations to deliver personalized customer experiences for higher customer satisfaction and loyalty, while scaling their contact center capacity though AI-based automation, self-service, and intelligent call routing.

• Manager Training - This curriculum will provide in-person classroom training, focus group collaboration, and ongoing follow-up for supervisors, team leads, and managers.

• LinkedIn Learning - This rich curriculum will be offered to all employees, with an emphasis on alignment with individual development plans.

• Senior Leadership Assessment and Coaching - Leaders at the vice president level and above will be provided a commercially available behavioral assessment and will be assigned coaches for personal support and development assistance.

• Product Technical Training – We are testing two programs to encourage employee growth in technical skills and coding expediency. Once the evaluation has been completed, either one or both services will be employed globally.

• Regular meetings of the Employee Diversity, Equity, and Inclusion ("DEI") Council and the formation of a Leadership Steering Committee to serve as the sounding board for the Employee DEI Council.

• Activities to celebrate International Women's Day in locations around the world and Veterans Day in U.S. locations.

• Creation of a video of our employees speaking to the importance and value of supporting and enabling our female employees.

• Work with Society of Women Engineers and Women in Technology International to establish local chapters for our women in technical roles.

• Our history of losses and anticipated continued losses.

• Unpredictability of our future operating results.

• Reductions in either spending or collections may result in reductions in revenue.

• Future increases in our customer churn.

• Dependence on new customer acquisition and retention and upsell to existing customers.

• Intense competition in our industry.

• Failure to manage and grow our indirect sales channels.

• Complexity and length of enterprise customer sales cycle.

• Dependence on new product and services to maintain and grow our business.

• Difficulty attracting and retaining key management, technical and sales personnel.

• We may not realize all of the anticipated benefits of our acquisition of Fuze, Inc.

• Potential past and future liabilities related to federal, state, local and international taxes, fees, surcharges and levees.

• Service outages due to software vulnerabilities or failures of physical infrastructure.

• Scalability of our cloud software services to meet existing and new customer demand.

• Risks related to international expansion, including the Russia and Ukraine war.

• Risks related to current and future acquisitions.

• Our ability to maintain compatibility with third-party applications and mobile platforms.

• Reliance on third-parties to provide network services and connectivity.

• Reliance on third-party vendors for IP phones and certain software endpoints.

• Difficulty executing local number porting requests.

• Risks related to cybersecurity breaches and malicious acts.

• Liabilities related to credit card transaction processing services.

• Failure to comply with data privacy and protection laws.

• Services must comply with industry standards and government regulations.

• New regulations addressing robo-calling and caller ID spoofing.

• Infringement of third-party proprietary technology.

• Inability to protect our proprietary technology.

• Inability to use third-party or open-source software.

• Cash flow may be insufficient to service or pay down our substantial debt.

• Inability to raise necessary funds in the future.

• Conditional conversion features of our debt could adversely affect our financial condition.

• Change in accounting standards, including for our debt, may cause adverse financial reporting fluctuations and affect our reported operating results.

• The current instability in the banking system could adversely impact our operations.

• Future sales of common stock or equity-linked securities.

• Certain provisions in our charter may discourage takeover attempts.

• Risks related to the ongoing impact of the COVID-19 pandemic.

• Secure financing on favorable terms.

• Risks related to natural disasters, war, terrorist attacks, global pandemics, and other unforeseen events.

• changes in market demand;    

• customer cancellations, subscription downgrades, and/or service credits;

• changes in the competitive dynamics of our market, including consolidation among competitors or customers;

• lengthy sales cycles and/or regulatory approval cycles;

• new product introductions by us or our competitors;

• unpredictability of CPaaS business at times, as it is mainly usage-based revenue and does not involve long-term subscription commitments;

• the mix of our customer base, sales channels, and services sold;

• the number of additional customers, on a net basis;

• the amount and timing of costs associated with recruiting, training and integrating new employees;

• unforeseen costs and expenses related to the expansion of our business, operations and infrastructure;

• price increases which we are unable to pass along to our customers;

• continued compliance with industry standards and regulatory requirements;

• decline in usage related to increases in return to office;

• material security breaches or service interruptions due to cyberattacks or infrastructure failures or unavailability; and

• introduction and adoption of our cloud software solutions in markets outside of the United States.

• our ability to successfully and timely integrate Fuze’s business and operations with ours;

• obtaining and maintaining intellectual property rights relating to Fuze technology;

• retaining and attracting key employees;

• the reaction of Fuze’s customers, business partners and competitors to the acquisition;

• consolidating corporate and administrative functions; and

• minimizing the diversion of management’s attention from ongoing business concerns.

• cause our customers to seek service credits or damages for losses incurred;    

• require us to replace existing equipment or add redundant facilities;

• affect our reputation as a reliable provider of communications services;    

• cause existing customers to cancel or elect to not renew their contracts; or    

• make it more difficult for us to attract new customers.

• localization of our services, including translation into foreign languages and associated expenses;

• regulation of our services as traditional telecommunications services, requiring us to obtain authorizations or licenses to operate in foreign jurisdictions, or alternatively preventing us from selling our full suite of services, or any services at all, in such jurisdictions;

• changes in a specific country's or region's regulatory requirements, taxes, trade laws, or political or economic condition;    

• increased competition from regional and global cloud communications competitors in the various geographic markets in which we compete, where such markets may have different sales cycles, selling processes, and feature requirements, which may limit our ability to compete effectively in different regions globally;

• more stringent regulations relating to data security and the unauthorized use of, access to, and transfer of, commercial and personal information, particularly in the EU;

• differing labor regulations, especially in the EU and Latin America, where labor laws are generally more advantageous to employees as compared to those in the United States, including deemed hourly wage and overtime regulations in these locations;

• challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs;

• difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems;

• increased travel, real estate, infrastructure, and legal compliance costs associated with international operations;

• different pricing environments, longer sales cycles, longer accounts receivable payment cycles, and other collection difficulties;

• currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future;

• limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;    

• laws and business practices favoring local competitors or general preferences for local vendors;    

• limited or insufficient intellectual property protection;

• political instability or terrorist activities;

• a military conflict with China and/or Russia that will likely involve cyberattacks on critical infrastructure, including, but not limited to, global data centers, power grids, and communication companies;

• exposure to liabilities under anti-corruption and anti-money laundering laws, including the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, trade and export laws such as those enforced by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury, and similar laws and regulations in other jurisdictions;

• continuing uncertainty regarding social, political, immigration, and tax and trade policies in the United States and abroad, including as a result of the United Kingdom's vote to withdraw from the EU;

• regional travel restrictions, business closures, government actions and other restrictions in connection with the COVID-19 pandemic; and

• adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.

• we may experience difficulty and delays in integrating the products, technology platform, operations, systems and personnel of the acquired business with our own, particularly if the acquired business is outside of our core competencies;

• we may not be able to manage the acquired business or the integration process effectively, which may limit our ability to realize the financial and strategic benefits we expected from the transaction;

• the acquisition and integration may divert management’s attention from our day-to-day operations and disrupt the ordinary functioning of our ongoing business;

• we may have difficulty establishing and maintaining appropriate governance, reporting relationships, policies, controls, and procedures for the acquired business, particularly if it is based in a country or region where we did not previously operate;    

• any failure to successfully manage the integration process may also adversely impact relationships with our employees, suppliers, customers, and business partners, or those of the acquired business, and may result in increased churn or the loss of key customers, business partners or employees for our business or those of the acquired business;

• we may become subject to new or more stringent regulatory compliance obligations and costs by virtue of the acquisition, including risks related to international acquisitions that may operate in new jurisdictions or geographic areas where we may have no or limited experience;    

• we may become subject to litigation, investigations, proceedings, fines or penalties arising from or relating to the transaction or the acquired business, and any resulting liabilities may exceed our forecasts;

• we may acquire businesses with different revenue models, customer concentration risks, and contractual relationships;

• we may assume long-term contractual obligations, commitments or liabilities (for example, those relating to leased facilities), which could adversely impact our efforts to achieve and maintain profitability and impair our cash flow;

• we may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges;

• the acquisition may create a drag on our overall revenue growth rate, which could lead analysts and investors to reduce their valuation of our company;

• we may be exposed to existing cyber risks not identified prior to an acquisition that could impact our core operations until mitigated; and

• if an acquired business’s cybersecurity controls are materially weaker than ours, we may be exposed to existing cyber risks not identified prior to an acquisition that could impact our core operations until mitigated.    

• license requirements that apply to providers of communications services in many jurisdictions;

• our obligation to contribute to various Universal Service Fund programs, including at the state level;

• monitoring on rural call completion rates;

• safeguarding and use of CPNI;

• rules concerning access requirements for users with disabilities;

• our obligation to offer 7-1-1 abbreviated dialing for access to relay services;

• requirements to enable access to services for disabled persons;

• compliance with the requirements of United States and foreign law enforcement agencies, including the Communications Assistance for Law Enforcement Act ("CALEA"), and cooperation with local authorities in conducting wiretaps, pen traps and other surveillance activities;

• the ability to dial 9-1-1 (or corresponding numbers in regions outside the United States), auto-locate E-911 calls (or corresponding equivalents) when required, and access emergency services;

• the transmission of telephone numbers associated with calling parties between carriers and service providers like us;

• regulations governing outbound dialing, including the Telephone Consumer Protection Act; and

• FCC and other regulators efforts to combat robo-calling and caller ID spoofing.

• requiring us to comply with restrictive covenants in our senior secured debt facility, which limits the manner in which we conduct our business, and which obligations under the Credit Agreement are guaranteed by our wholly-owned subsidiaries. For example, our Credit Agreement contains a minimum adjusted cash Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) financial covenant, a minimum liquidity covenant and a maximum secured leverage ratio financial covenant and contains affirmative and negative covenants customary for transactions of this type, including limitations with respect to indebtedness, liens, investments, dividends, disposition of assets, change in business, and transactions with affiliates;

• making it more difficult for us to satisfy our obligations with respect to our indebtedness;

• requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments on our debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;

• limiting our flexibility in planning for, or reacting to, changes in the industry in which we operate;

• placing us at a competitive disadvantage compared to any of our less-leveraged competitors;

• increasing our vulnerability to both general and industry-specific adverse economic conditions; and

• limiting our ability to obtain additional debt or equity financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing.

• no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

• the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

• the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

• a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

• the requirement that a special meeting of stockholders may be called only by a majority vote of our board of directors or by stockholders holdings share of our common stock representing in the aggregate a majority of votes then outstanding, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

• the ability of our board of directors, by majority vote, to amend our by-laws, which may allow our board of directors to take additional actions to prevent a hostile acquisition and inhibit the ability of an acquirer to amend our by-laws to facilitate a hostile acquisition; and

• advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders' meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of us.

• net income or loss;

• cash paid for interest expense associated with the outstanding Term Loan, 2024 Notes and 2028 Notes;

• non-cash expense items, such as depreciation, amortization, and impairments;

• non-cash expense associated with stock options and stock-based compensation and awards; and

• changes in working capital accounts, particularly related to the timing of collections from receivables and payments of obligations, such as commissions.