mttr-20241231

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-K

____________________________

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ____________ to ____________

Commission file number 001-39790

____________________________

MATTERPORT, INC.

(Exact name of registrant as specified in its charter)

____________________________


Delaware									85-1695048
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

352 East Java Drive,
Sunnyvale, California 94089
(Address of Principal Executive Offices, including zip code)

(650) 641-2241

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A Common Stock, par value of $0.0001 per share

MTTR

The Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting stock held by non-affiliates of the registrant, based upon the closing sales price for the registrant’s common stock on June 30, 2024, as reported in the Nasdaq Global Market System, was approximately $1.3 billion. Shares of common stock beneficially owned by each executive officer and director of the Registrant and by each person known by the Registrant to beneficially own 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

The number of shares registrant’s common stock outstanding as of February 24, 2025 was 327,624,104.

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		Page
PART I.
	Cautionary Note Regarding Forward-looking Statements
Item 1.	Business	8
Item 1A.	Risk Factors	19
Item 1B.	Unresolved Staff Comments	44
Item 1C.	Cybersecurity	44
Item 2.	Properties	45
Item 3.	Legal Proceedings	45
Item 4.	Mine Safety Disclosures	48
PART II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	51
Item 6.	[Reserved]	52
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	53
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	74
Item 8.	Financial Statements and Supplementary Data	74







Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	125
Item 9A.	Controls and Procedures	126
Item 9B.	Other Information	128
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	128
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	129
Item 11.	Executive Compensation	140
Item 12.	Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters	159
Item 13.	Certain Relationships and Related Transactions, and Director Independence	162
Item 14.	Principal Accounting Fees and Services	163
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	164
Item 16.	Form 10-K Summary	167
Signatures		168

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BASIS OF PRESENTATION

On July 22, 2021 (the “Gores Closing Date”), we consummated the merger (collectively with the other transactions described in the Gores Merger Agreement, the “Gores Merger”, “Gores Closing”, or “Gores Transactions”) pursuant to an Agreement and Plan of Merger, dated February 7, 2021 (the “Gores Merger Agreement”), by and among Matterport, Inc. (formerly known as Gores Holdings VI, Inc.) (the “Company”), the pre-Merger Matterport, Inc. (now known as Matterport Operating, LLC) (“Legacy Matterport”), Maker Merger Sub, Inc. (“Gores First Merger Sub”), a direct, wholly owned subsidiary of the Company, and Maker Merger Sub II, LLC (“Gores Second Merger Sub”), a direct, wholly owned subsidiary of the Company, pursuant to which Gores First Merger Sub merged with and into Legacy Matterport, with Legacy Matterport continuing as the surviving corporation (the “Gores First Merger”), and immediately following the Gores First Merger and as part of the same overall transaction as the Gores First Merger, Legacy Matterport merged with and into Gores Second Merger Sub, with Gores Second Merger Sub continuing as the surviving entity as a wholly owned subsidiary of the Company, under the new name “Matterport Operating, LLC.” Upon the closing of the Gores Merger, we changed our name to Matterport, Inc. Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiaries following the Gores Merger, “Gores” refers to the Company prior to the Gores Merger and “Legacy Matterport” refers to Matterport, Inc. prior to the Gores Merger.

Unless otherwise indicated or the context otherwise requires, references in this Annual Report on Form 10-K to “Matterport,” the “Company,” “we,” “us,” and “our,” and similar terms refer to Matterport, Inc. and its wholly owned subsidiaries following the consummation of the Gores Merger and to Legacy Matterport prior to the consummation of the Gores Merger. References to “GHVI” refer to Gores Holdings VI, Inc. prior to the consummation of the Gores Merger.

CoStar Group Merger Agreement

On April 21, 2024, the Company entered into an Agreement and Plan of Merger and Reorganization (the “CoStar Group Merger Agreement”) with CoStar Group, Inc., a Delaware corporation (“CoStar Group”), Matrix Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CoStar Group (“CoStar Group Merger Sub I”), and Matrix Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of CoStar Group (“CoStar Group Merger Sub II” and, together with CoStar Group Merger Sub I, the “CoStar Group Merger Subs”). Pursuant to the CoStar Group Merger Agreement, CoStar Group Merger Sub I will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of CoStar Group (the “Costar Group First Merger”). Immediately thereafter, subject to the terms of the CoStar Group Merger Agreement and, in certain circumstances, at the discretion of CoStar Group, the Company will merge with and into CoStar Group Merger Sub II, which will survive the merger as a wholly owned subsidiary of CoStar Group (the “CoStar Group Second Merger” and, together with the CoStar Group First Merger, the “CoStar Group Mergers”).

Subject to the terms and conditions set forth in the CoStar Group Merger Agreement, at the effective time of the CoStar Group First Merger (the “First Effective Time”), each share of Class A common stock, par value $0.0001 per share, of the Company (each a “Matterport Share” and collectively, the “Matterport Shares”) issued and outstanding immediately prior to the First Effective Time (other than Matterport Shares held by the Company (including in treasury), CoStar Group or their respective subsidiaries and Matterport Shares that are held by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Delaware law) will be converted into the right to receive (i) $2.75 in cash (the “Per Share Cash Consideration”) plus (ii) a number of shares of CoStar Group common stock, par value $0.01 per share (the “CoStar Group Shares”), equal to the Exchange Ratio (as defined in the CoStar Group Merger Agreement), subject to a right to receive cash in lieu of fractional shares (such cash and shares collectively, the “CoStar Group Merger Consideration”).

The consummation of the CoStar Group Mergers are subject to various conditions, including, among others, (i) the expiration of the applicable waiting period (or extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) absence of any law or order prohibiting the CoStar Group Mergers, (iii) the accuracy of the parties’ respective representations and warranties in the CoStar Group Merger Agreement, (iv) compliance and performance by the parties with their respective covenants in the CoStar Group Merger Agreement in all material respects, and (v) the absence of a material adverse effect (as defined in the CoStar Group Merger Agreement) with respect to Matterport or CoStar Group on or after the date of the CoStar Group Merger Agreement.

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On July 3, 2024, Matterport and CoStar Group each received a request for additional information and documentary materials (the “Second Request”) from the Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the transaction. The effect of the Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), until 30 days after Matterport and CoStar Group have each substantially complied with their respective second requests, unless that period is extended or terminated sooner by the FTC. Matterport and CoStar Group certified they were in substantial compliance with the Second Request in November 2024 and January 2025, respectively, and the waiting period has expired. Each of Matterport and CoStar Group continue to work cooperatively with the FTC in its review of the transaction and expect that the transaction will be completed in the first quarter of 2025, subject to the satisfaction or waiver of the other closing conditions specified in the CoStar Group Merger Agreement. If the transaction is consummated, the Common Stock will be delisted from the Nasdaq Global Market and deregistered under the Securities Exchange Act of 1934, as amended.

The CoStar Group Merger Agreement contains termination rights for either or each of CoStar Group and the Company, including if the consummation of the CoStar Group Mergers does not occur on or before January 21, 2025, subject to three extensions of three months if on such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived. The Company and CoStar agreed to the first three month extension on January 21, 2025. The Merger Agreement requires the CoStar Group to pay an $85 million fee to the Company in the event the Merger Agreement is terminated under specified circumstances, including, among others: if certain antitrust approvals are not obtained or a governmental order related to antitrust or competition matters prohibits the consummation of the transaction.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. When used in this Annual Report on Form 10-K, words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strategy,” “strive,” “target,” “will,” or “would,” including their antonyms or other similar terms or expressions may identify forward-looking statements. The absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on information available as of the date of this Annual Report on Form 10-K and current expectations, forecasts and assumptions, which involve a number of judgments, risks and uncertainties, including, without limitation, risks related to:

•the inability to consummate the proposed transaction with CoStar Group within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals or to satisfy the other conditions to the consummation of the proposed transaction with CoStar Group;

•the risk that the proposed transaction with CoStar Group disrupts Matterport’s current plans and operations or diverts management’s attention from its going business;

•the effects of the proposed transaction with CoStar Group on Matterport’s business, operating results, and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Matterport does business;

•the risk that Matterport’s stock price may decline significantly if the proposed transaction with CoStar Group is not consummated;

•the nature, costs and outcome of any legal proceedings related to the proposed transactions;

•our ability to grow market share in our existing markets or any new markets we may enter;

•our ability to respond to general economic conditions;

•our ability to manage our growth effectively;

•our success in retaining or recruiting our officers, key employees or directors, or changes required in the retention or recruitment of our officers, key employees or directors;

•the impact of the regulatory environment and complexities with compliance related to such environment;

•our ability to remediate our material weakness, or any other material weakness that we may identify in the future that could result in material misstatements in our financial statements;

•our ability to achieve and maintain profitability in the future;

•our ability to access sources of capital;

•our ability to maintain and enhance our products and brand, and to attract customers;

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•our ability to manage, develop and refine our technology platform;

•the success of our strategic relationships with third parties;

•our history of losses and whether we will continue to incur continuing losses for the foreseeable future;

•our ability to protect and enforce our intellectual property rights;

•our ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities;

•our ability to attract and retain new subscribers;

•the size of the total addressable market for our products and services;

•the continued adoption of spatial data;

•any inability to complete acquisitions and integrate acquired businesses;

•general economic uncertainty and the effect of general economic conditions in our industry;

•environmental uncertainties and risks related to adverse weather conditions and natural disasters;

•the volatility of the market price and liquidity of our Class A common stock, and other securities;

•the increasingly competitive environment in which we operate; and

•other factors detailed under the section entitled “Risk Factors” in this Annual Report on Form 10-K.

Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

While these forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this Annual Report on Form 10-K, except as required by applicable law. For a further discussion of these and other factors that could cause the Company’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see Part I. Item 1A “Risk Factors” in this Annual Report on Form 10-K. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company (or to third parties making the forward-looking statements).

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SUMMARY RISK FACTORS

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” in this Annual Report on Form 10-K, that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business. In particular, the following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy or operating results, which could cause a decline in the price of shares of our common stock and result in a loss of all or a portion of your investment:

Risks Related to Our Business:

•If we fail to manage growth effectively, our business, operating results and financial condition would be adversely affected.

•If the assumptions, analyses or estimates used for our forecasts and projections prove to be incorrect or inaccurate, our actual operating results may differ materially from those forecasted or projected.

•We have a history of losses and expect to incur significant expenses and continuing losses for the near term.

•Certain of our estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

•We currently face competition and expect to face significant competition in the future.

•If third party suppliers upon which we rely are not able to fulfill our needs, our ability to timely and cost effectively bring our products to market could be affected.

•The risks associated with international geopolitical conflicts on the global economy, energy supplies and supply of raw materials are uncertain, but may negatively impact our business, results of operations and financial condition.

•Our business may be negatively affected by domestic and global economic and credit conditions.

•Prolonged economic uncertainties or downturns could materially adversely affect our business.

•If we are unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, our ability to compete and successfully grow our business would be adversely affected.

•An earthquake, wildfire or other natural disaster or resource shortage, including public safety power shut-offs that have occurred and will continue to occur in California or other states, could disrupt and harm our operations.

•If we fail to retain current subscribers or add new subscribers, our business would be seriously harmed.

•We may be unable to build and maintain successful relationships with our strategic alliances and reseller partners, which could adversely affect our business, financial condition, results of operations and growth prospects.

•Potential future acquisitions, strategic investments, partnerships or alliances could be difficult to identify and integrate. Such projects may adversely affect our financial condition and results of operations.

•We may need to raise additional funds to finance our operations which may not be available when needed.

•We operate in a new market, and global economic conditions and instability may adversely affect our business.

•We incur increased costs and administrative burden as a public company, and our management devotes substantial time to maintaining compliance.

•Climate change could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Risks Related to Litigation:

•We are currently involved in litigation with one of our former stockholders relating to the lock-up restrictions included in our Amended and Restated Bylaws.

•We are currently involved in litigation with two of our stockholders relating to the issuance of Earn-Out shares in connection with the February 7, 2021 Agreement and Plan of Merger.

•We are and may be involved from time to time in other lawsuits and litigation matters that are expensive and time-consuming. If resolved adversely, lawsuits and other litigation matters could seriously harm our business.

Risks Related to Our Intellectual Property, Information Technology, Data Privacy, Data Security and Regulatory Issues:

•Any technology failures causing a material disruption to operational technology or cyber-attacks on our systems could harm our reputation and/or could disrupt our operations and negatively impact our business.

•Failure to comply with laws and regulations regarding data privacy and security matters could have a material adverse effect on our reputation, results of operations or financial condition.

•Our products are highly technical and may contain undetected software bugs or hardware errors, which could manifest in ways that could seriously harm our reputation and our business.

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•Our products contain third-party open source software components, and failure to comply with the terms of the underlying licenses could restrict our ability to deliver our platform or subject us to litigation or other actions.

•Our future growth and success are dependent upon the continuing rapid adoption of spatial data.

•Any delays in development of new services, products and service/product innovations could adversely affect market adoption of our products and services and could adversely affect our business and financial results.

•We may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive, and adversely affect our business.

•Our business may be adversely affected if we are unable to protect our spatial data technology and intellectual property from unauthorized use by third parties.

•Changes to applicable U.S. tax laws or exposure to additional tax liabilities could affect our business.

•Our tax rates may fluctuate, tax obligations may become more complex and subject to greater risk of examination by taxing authorities, the impacts of which could adversely affect our after-tax profitability and financial results.

•Our ability to use our net operating loss carryforward and certain other tax attributes may be limited.

•Failure to comply with laws relating to employment could subject us to penalties and other adverse consequences.

•Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

•The warrants are recorded at fair value with changes in fair value reported in our earnings, which could have an adverse effect on the market price of our common stock and/or an adverse effect on our financial results.

Risks Related to Our Common Stock:

•Our financial condition and results of operations are likely to fluctuate on a quarterly basis, which could cause our results for a particular period to fall below expectations, resulting in a decline in the price of our common stock.

•We do not intend to pay cash dividends for the foreseeable future.

General Risk Factors:

•Our quarterly operating results may fluctuate and could fall below expectations due to seasonality.

•The market price and trading volume of our common stock may be volatile and could decline significantly.

•If securities or industry analysts do not publish reports about us or if they change their recommendations regarding our common stock adversely, then the price and trading volume of our common stock could decline.

•Future issuances of debt securities and equity securities may adversely affect us.

•If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

•If we are unable to remediate identified material weaknesses or if additional material weaknesses are identified, we may not be able to accurately or timely report our financial position or results of operations, or prevent misstatements due to fraud or error.

Risk Factors Related to the Proposed CoStar Group Mergers:

•The proposed CoStar Group Mergers are subject to the satisfaction of closing conditions, including government approvals, some or all of which may not be satisfied or completed within the expected timeframe, if at all.

•We may not complete the proposed CoStar Group Mergers within the time frame we anticipate or at all, which could have an adverse effect on our stock price as well as our business, financial results and/or operations.

•We will be subject to various business uncertainties while the CoStar Group Mergers are pending that may cause disruption.

•The CoStar Group Merger Agreement may be terminated under various circumstances, including in connection with a superior proposal, and we would incur fees and expenses in connection with such termination.

•We have incurred, and will continue to incur, direct and indirect costs as a result of the CoStar Group Mergers.

•Litigation challenging the CoStar Group Mergers may increase costs and prevent the CoStar Group Mergers from being completed within the expected timeframe, or from being completed at all.

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Part I

Item 1. Business

Our Company

Matterport is leading the digitization and datafication of the built world. We were incorporated in 2011 and are headquartered in Sunnyvale, California. Matterport’s website address is www.matterport.com.

Matterport’s pioneering technology platform uses spatial data collected from a wide variety of digital capture devices to transform physical buildings and spaces into dimensionally accurate, photorealistic digital twins that provide our subscribers access to valuable building information and insights. For more than a decade, our platform has set the standard for digitizing, accessing and managing buildings, spaces and places online. This has resulted in the world’s largest and most accurate library of spatial data with more than 50.7 billion square feet digitized to date. We deliver value to our customers by leveraging proprietary artificial intelligence (“AI’) insights to enhance customer experiences, improve operational efficiency, lower costs associated with promoting and operating buildings and accelerate business. We believe the digitization and datafication of the built world will fundamentally change the way people interact with buildings and the physical spaces around them.

Matterport’s spatial data platform delivers value across a diverse set of industries and use cases by unlocking a rich set of insights about properties and spaces worldwide. Open access to our structured spatial data is enabling new opportunities and business models for hospitality, facilities management, insurance, construction, real estate and retail, among others. Large retailers can manage thousands of store locations remotely, real estate agencies can provide virtual open houses for hundreds of properties and thousands of visitors at the same time, property developers can monitor the entirety of the construction process with greater detail and speed, and insurance companies can more precisely document and evaluate claims and underwriting assessments with efficiency and precision. We deliver the critical digital experience, tools and information that matter to our subscribers about properties of virtually any size, shape, and location worldwide. As we continue to transform buildings into data, we are extending our spatial data platform to further transform property planning, development, management and intelligence for our subscribers across industries to become the de facto building and business intelligence engine for the built world. We believe the demand for spatial data and resulting insights for enterprises, businesses and institutions across industries, including real estate, architecture, engineering and construction (“AEC”), retail, insurance and government, will continue to grow rapidly.

Matterport’s innovative 3D capture products, the Pro3 and Pro2 Cameras, have played an integral part in shaping the 3D building and property visualization ecosystem. The Pro3 and Pro2 Cameras have driven adoption of our solutions and have generated the unique high-quality and scaled data set that has enabled Cortex, our proprietary AI software engine, to become the pioneering engine for digital twin creation. With this data advantage initially spurred by the Pro2 Camera, we have developed a capture device agnostic platform that scales and can generate new building and property insights for our subscribers across industries and geographies.

Our offerings include software subscription, services and product hardware. As of December 31, 2024, our subscriber base included many of the Fortune 1000 companies, with less than 10% of our total subscription revenue generated from our top 10 subscribers.

Our Industry and Market Opportunity

We estimate our current serviceable addressable market includes approximately 1.3 billion spaces worldwide, primarily from the real estate and travel and hospitality sectors. With approximately 14.1 million spaces under management in our spatial data library as of December 31, 2024, we are continuing to penetrate the global building stock and expand our footprint across various end markets, including residential and commercial real estate, facilities management, retail, AEC, insurance and repair, and travel and hospitality. We estimate our total addressable market to be more than 4 billion buildings and 20 billion spaces globally, yielding a more than $240 billion market opportunity. We believe that as Matterport’s unique spatial data library and property data services continue to grow, this opportunity could increase to more than $1 trillion based on the size of the building stock and the untapped value creation available to buildings worldwide.

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Our Spatial Data Platform

Overview

Our technology platform uses spatial data collected from a wide variety of digital capture devices to transform physical buildings and spaces into dimensionally accurate, photorealistic digital twins that provide our subscribers access to previously unavailable building information and insights.

As a first mover in this market, we have developed and scaled our industry-leading 3D reconstruction technology powered by Cortex, our proprietary AI-driven software engine that uses machine learning to recreate a photorealistic, 3D virtual representation of an entire building structure, including contents, equipment and furnishings. The finished product is a detailed and dynamic replication of the physical space that can be explored, analyzed and customized from a web browser on any device. The power to manage even large-scale commercial buildings is in the palm of each subscriber’s hands, made possible by our advanced technology and breakthrough innovations across our entire spatial data technology stack.

Key elements of our spatial data platform include:

•Bringing offline buildings online. Traditionally, our customers needed to conduct in-person site visits to understand and assess their buildings and spaces. While photographs and floor plans can be helpful, these forms of two-dimensional (“2D”) representation have limited information and tend to be static and rigid, and thus lack the interactive element critical to a holistic understanding of each building and space. With the AI-powered capabilities of Cortex, our proprietary AI software, representation of physical objects is no longer confined to static 2D images and physical visits can be eliminated. Cortex helps to move the buildings and spaces from offline to online and makes them accessible to our customers in real-time and on demand from anywhere. After subscribers scan their buildings, our visualization algorithms accurately infer spatial positions and depths from flat, 2D imagery captured through the scans and transform them into high- fidelity and precise digital twin models. This creates a fully automated image processing pipeline to ensure that each digital twin is of professional grade image quality.

•Driven by spatial data. We are a data-driven company. Our spatial data library is the clearinghouse for information about the built world. Each incremental capture of a space grows the richness and depth of our spatial data library. Spatial data represents the unique and idiosyncratic details that underlie and compose the buildings and spaces in the human-made environment. Cortex uses the breadth of the billions of data points we have accumulated over the years to improve the 3D accuracy of our digital twins. We help our subscribers pinpoint the height, location and other characteristics of objects in their digital twin. Our sophisticated algorithms also deliver significant commercial value to our subscribers by generating data-based insights that allow them to confidently make assessments and decisions about their properties. For instance, property developers can assess the amount of natural heat and daylight coming from specific windows, retailers can ensure each store layout is up to the same level of code and brand requirements, and factories can ensure machinery layouts meet specifications and location guidelines.

•Powered by AI and ML. AI and machine learning (“ML”) technologies effectively utilize spatial data to create a robust virtual experience that is dynamic, realistic, interactive, informative and permits multiple viewing angles. AI and ML also make costly cameras unnecessary for everyday scans—subscribers can now scan their spaces by simply tapping a button on their smartphones. As a result, Matterport is a device agnostic platform, helping us more rapidly scale and drive towards our mission of digitizing and indexing the built world.

Our value proposition to subscribers is designed to serve the entirety of the digital building lifecycle, from design and build to maintenance and operations, promotion, sale, lease, insure, repair, restore, secure and finance. As a result, we believe we are uniquely positioned to grow our revenue with our subscribers as we help them to discover opportunities to drive short- and long-term return on investment by taking their buildings and spaces from offline to online across their portfolios of properties.

Ubiquitous Capture

Matterport has become the standard for 3D space capture. Our technology platform empowers subscribers worldwide to quickly, easily and accurately digitize, customize and manage interactive and dimensionally accurate digital twins of their buildings and spaces.

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The Matterport platform is designed to work with a wide range of LiDAR, spherical, 3D and 360 cameras, as well as smartphones, to suit the capture needs of all of our subscribers. This provides the flexibility to capture a space of any size, scale, and complexity, at anytime and anywhere.

•Matterport Pro3 is our newest 3D camera that scans properties faster than earlier versions to help accelerate project completion. Pro3 provides the highest accuracy scans of both indoor and outdoor spaces and is designed for speed, fidelity, versatility and accuracy. Capturing 3D data up to 100 meters away at less than 20 seconds per sweep, Pro3’s ultra-fast, high-precision LiDAR sensor can run for hours and takes millions of measurements in any conditions.

•Matterport Pro2 is our proprietary 3D camera that has been used to capture millions of spaces around the world with a high degree of fidelity, precision, speed and simplicity. Capable of capturing buildings more than 500,000 square feet in size, it has become the camera of choice for many residential, commercial, industrial and large-scale properties.

•360 Cameras. Matterport supports a selection of 360 cameras available in the market. These affordable, pocket sized devices deliver precision captures with high fidelity and are appropriate for capturing smaller homes, condos, short-term rentals, apartments, and more. The spherical lens image capture technology of these devices gives Cortex robust, detailed image data to transform panoramas into our industry-leading digital twins.

•LEICA BLK360. Through our partnership with Leica, our 3D reconstruction technology and our AI powered software engine, Cortex, transform this powerful LiDAR camera into an ultra-precise capture device for creating Matterport digital twins. It is the solution of choice for AEC professionals when exacting precision is required.

•Smartphone Capture. Our capture apps are commercially available for both iOS and Android. Matterport’s smartphone capture solution has democratized 3D capture, making it easy and accessible for anyone to digitize buildings and spaces with our Matterport for iPhone, Android Capture app, and Matterport Axis.

Cortex AI and 3D Reconstruction (the Matterport Digital Twin)

With our spatial data library, we use our advanced ML and deep learning (“DL”) technologies to algorithmically transform the spatial data we capture into an accurate 3D digital reproduction of any physical space. This intelligent, automated 3D reconstruction is made possible by Cortex, our AI-powered software engine that includes a DL neural network that uses our spatial data library to understand how a building or space is divided into floors and rooms, where the doorways and openings are located, and what types of rooms are present, such that those forms are compiled and aligned with dimensional accuracy into a dynamic, photorealistic digital twin. Other components of Cortex include AI-powered computer vision technologies to identify and classify the contents inside a building or space, and object recognition technologies to identify and segment everything from furnishings and equipment to doors, windows, light fixtures, fire suppression sprinklers and fire escapes. Our highly scalable AI platform enables our subscribers to tap into powerful, enhanced building data and insights at the click of a button.

The Science Behind the Matterport Digital Twin:

Cortex AI Highlights

Cortex is our AI-powered software engine that includes a precision DL neural network to create digital twins of any building or space. Developed using our proprietary spatial data captured with our Pro3 and Pro2 cameras, Cortex delivers a high degree of precision and accuracy while enabling 3D capture using everyday devices.

Generic neural networks struggle with 3D reconstruction of the real world. Matterport-optimized networks deliver more accurate and robust results. More than just raw training data, Matterport’s datasets allow us to develop new neural network architectures and evaluate them against user behavior and real-world data in millions of situations.

•Deep learning: Connecting and optimizing the detailed neural network data architecture of each space is key to creating robust, highly accurate 3D digital twins. Cortex evaluates and optimizes each 3D model against Matterport’s rich spatial data aggregated from millions of buildings and spaces and the human annotations of those data provided by tens of thousands of subscribers worldwide. Cortex’s evaluative abilities and its data-driven optimization of 3D reconstruction yield consistent, high-precision results across a wide array of building configurations, spaces and environments.

•Dynamic 3D reconstruction: Creating precise 3D spatial data at scale from 2D visuals and static images requires a combination of photorealistic, detailed data from multiple viewpoints and millions of spaces that train and

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optimize Cortex’s neural network and learning capabilities for improved 3D reconstruction of any space. Cortex’s capabilities combined with real-time spatial alignment algorithms in our 3D capture technology create an intuitive “preview” of any work in progress, allowing subscribers to work with their content interactively and in real-time.

•Computer vision: Cortex enables a suite of powerful features to enhance the value of digital twins. These include automatic measurements for rooms or objects in a room, automatic 2D-from-3D high-definition photo gallery creation, auto face blurring for privacy protection, custom videos, walkthroughs, auto room labeling and object recognition.

•Advanced image processing: Matterport’s computational photography algorithms create a fully automated image processing pipeline to help ensure that each digital twin is of professional grade image quality. Our patented technology makes 3D capture as simple as pressing a single button. Matterport’s software and technology manage the remaining steps, including white balance and camera-specific color correction, high dynamic range tone mapping, de-noising, haze removal, sharpening, saturation and other adjustments to improve image quality.

Property Intelligence

Property Intelligence is a ground-breaking technology, enabling us to derive powerful insights of the space being captured. New capabilities document and provide insights about the truth of a space, such as measurements, materials, or condition of a space, as it exists today. Property Intelligence eliminates the need for multiple site visits and can help automate previously lengthy or manual workflows, empowering our customers with insights and information about their properties to enable faster, better decisions from anywhere in the world.

Genesis

Genesis is a development project that is intended to combine Matterport’s stable of DL and computer vision innovations including Cortex AI and Property Intelligence, with generative AI to deliver a new generation of digital twins. It builds upon Matterport’s decade-long expertise in artificial intelligence and its market-leading 3D spatial data library of more than 38 billion square feet of digitized physical space. Genesis aims to help our customers market, manage, and reimagine every type of property across the built world– automatically, and empower them with the tools to visually imagine, design, and plan the future of their spaces through simple language prompts.

Spatial Data and AI-Powered Insights

Every Matterport digital twin contains extensive information about a building, room or physical space. The data uses our AI-powered Cortex engine. In addition to the Matterport digital twin itself, our spatial data consists of precision building geometry and structural detail, building contents, fixtures and condition, along with high-definition imagery and photorealistic detail from many vantage points in a space. Cortex employs a technique we call deep spatial indexing. Deep spatial indexing uses AL, computer vision and DL to identify and convey important details about each space, its structure and its contents with precision and fidelity. We have created a robust spatial data standard that enables Matterport subscribers to harness an interoperable digital system of record for any building.

In addition to creating a highly interactive digital experience for subscribers through the construction of digital twins, we ask ourselves two questions for every subscriber: (1) what is important about their building or physical space and (2) what learnings and insights can we deliver for this space? Our AI-powered Cortex engine helps us answer these questions using our spatial data library to provide aggregated property trends and operational and valuation insights. Moreover, as the Matterport platform ecosystem continues to expand, our subscribers, partners and other third-party developers can bring their own tools to further the breadth and depth of insights they can harvest from our rich spatial data layer.

Extensible Platform Ecosystem

Matterport offers the largest and most accurate library of spatial data in the world, with, as of December 31, 2024, approximately 14.1 million spaces under management and approximately 50.7 billion captured square feet. The versatility of our spatial data platform and extensive enterprise software development kit and application programming interfaces (“APIs”) has allowed us to develop a robust global ecosystem of channels and partners that extend the Matterport value proposition by geography and vertical market. We intend to continue to deploy a broad set of workflow integrations with our partners and their subscribers to promote an integrated Matterport solution across our target markets. We are also developing a third-party software marketplace to extend the power of our spatial data platform with easy-to-deploy and easy-to-access Matterport software add-ons. The marketplace enables developers to build new applications and spatial data mining tools, enhance the Matterport 3D experience, and create new productivity and property management tools that

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supplement our core offerings. These value-added capabilities created by third-party developers enable a scalable new revenue stream, with Matterport sharing the subscription and services revenue from each add-on that is deployed to subscribers through the online marketplace. The network effects of our platform ecosystem contribute to the growth of our business, and we believe that it will continue to bolster future growth by enhancing subscriber stickiness and user engagement.

Examples of Matterport add-ons and extensions include:

•Add-ons: Encircle (easy-to-use field documentation tools for faster claims processing); WP Matterport Shortcode (free Wordpress plugin that allows Matterport to be embedded quickly and easily with a Matterport shortcode), WP3D Models (WordPress + Matterport integration plugin); Rela (all-in-one marketing solution for listings); CAPTUR3D (all-in-one Content Management System that extends value to Matterport digital twins); Private Model Embed (feature that allows enterprises to privately share digital twins with a large group of employees on the corporate network without requiring additional user licenses); Views (new workgroup collaboration framework to enable groups and large organizations to create separate, permissions-based workflows to manage different tasks with different teams); Guided Tours and Tags (tool to elevate the visitor experience by creating directed virtual tours of any commercial or residential space tailored to the interests of their visitors); integration with Autodesk (allows project stakeholders to enhance the “Request for Information” (RFI) process in Autodesk Build); and an integration with Amazon Web Services (“AWS”) IoT TwinMaker to enable enterprise customers to seamlessly connect IoT data into visually immersive and dimensionally accurate Matterport digital twins.

•Services: Matterport ADA Compliant Digital Twin (solution to digital twins that are intended to be compliant with the Americans with Disabilities Act) and Enterprise Cloud Software Platform (reimagined cloud software platform for the enterprise that creates, publishes, and manages digital twins of buildings and spaces of any size of shape, indoors or outdoors).

Our Growth Strategies

We believe that Matterport has tremendous growth potential ahead. After securing market leading positions in a variety of geographies and vertical markets, we have demonstrated our repeatable value proposition and the ability of our sales growth model to scale. The magnitude of our total addressable market is so large that even with leading market share, we believe our penetration rates today are a small fraction of the opportunity for Matterport. With a mature and tested go-to-market playbook and team in place, we are focused on scaling execution across a carefully selected set of growth vectors. These include:

•Scale the enterprise across industry verticals. Matterport will continue to drive subscriber growth by expanding use cases and introducing new applications. We are particularly focused on acquiring and retaining enterprise subscribers. With our spatial data library and pioneering AI-powered capabilities, we pride ourselves on our ability to deliver value across the property lifecycle to subscribers from various end markets, including residential and commercial real estate, facilities management, retail, AEC, insurance and repair, and travel and hospitality. Going forward, we will continue to improve our proprietary data library and AI-powered platform to address the workflows of the industries we serve, while expanding our solutions and reaching new industries such as manufacturing and oil and gas. We also plan to increase investments in industry-specific sales and marketing initiatives to increase sales efficiency and drive subscriber and recurring revenue growth, particularly from large enterprise subscribers.

•Expand internationally. The global building stock, with an estimated $327 trillion in total property value, remains largely undigitized today as we estimate that less than 0.1% is penetrated by digital transformation. With the vast majority of the world’s buildings outside of the United States, we expect significant opportunities in pursuing the digitization and datafication of the building stock worldwide. We use a “land and expand” model to capitalize on the potential for geographic expansion. With our current footprints in more than 170 countries, we will seek to further penetrate these existing geographies in order to add their unique spatial data to our platform. This creates a powerful network effect that we believe will allow us to expand further into under-penetrated countries and unlock additional properties and spaces. With multiple sales attachment points and a global marketing effort, we believe that we can further penetrate enterprises and businesses worldwide through channel partnerships and direct sales.

•Invest in research and development. We continuously evaluate our focus on research and development to improve Cortex, expand our solutions portfolio, and support seamless integration of our platform with third-party software applications. We plan to concentrate on in-house innovation and expect to consider acquisitions on an opportunistic basis. Since the launch of Matterport for iPhone, we have been continuously developing a robust

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pipeline of new product releases, including releasing the Android Capture app, collaborating with Facebook AI (now known as Meta) to release the world’s largest dataset of 3D spaces, and launching Notes and Matterport for Mobile. In February 2023, we launched Digital Pro, an all-in-one marketing solution for real estate agents. Digital Pro combines the innovation of Matterport’s 3D digital twin technology with integrated marketing and content production services to create the industry’s most affordable, comprehensive marketing package to help real estate professionals manage more listings and sell homes faster. In June 2023, we announced Genesis, a new initiative that aims to deliver generative AI across its digital twin platform for customers looking to bolster the efficiency and profitability of their property portfolios worldwide. Genesis combines Matterport’s stable of DL and computer vision innovations, including Cortex AI and Property Intelligence, with generative AI to deliver a new generation of digital twins. Combining generative AI and property insights, Matterport’s digital twin platform aims to reshape the real estate landscape, optimizing interior design, space utilization, energy efficiency, safety, and accessibility while transforming property marketing strategies. In September 2023, we announced the launch of a beta program for the next generation of intelligent digital twins with powerful new capabilities fueled by the Company’s rapid advancements in AI and data science. Customers can access automated measurements, layouts, editing, and reporting capabilities generated from their digital twins. Property Intelligence is now available worldwide. In October 2024, we unveiled a suite of new tools designed to enhance the way professionals design, build, and market properties (“Fall 2024 Release”). Our customers can use these tools to help defurnish a home and generate property descriptions automatically. The Fall 2024 Release included additional new features, such as 3D model merge and bill-back processing. While we plan to concentrate on in-house innovation, we may also pursue acquisitions of products, teams and technologies on an opportunistic basis to further expand the functionality of and use cases for our platform. Our philosophy is to adopt a long-term perspective in the evaluation of acquisition opportunities in order to ensure sustainable value creation for our customers.

•Expand partner integrations and third-party developer platform. We aim to foster a strong network of partners and developers around our Matterport platform. Through integration with our open, scalable and secure enterprise platform, organizations across numerous industries have been able to automate workflows, enhance subscriber experiences and create custom extensions for high-value vertical applications. In March 2023, we announced a new integration with Autodesk Construction Cloud, a portfolio of software and services that combines advanced technology, a builders network and predictive insights for construction teams, making it easier for project teams using Matterport and Autodesk Build® to collaborate within critical project management workflows. This new integration allows project stakeholders to enhance the “Request for Information” (RFI) process in Autodesk Build, moving from traditional methods of communication to immersive digital twin technology, powered by Matterport. In April 2023, we announced the general availability of new integrations with IoT TwinMaker, enabling enterprise customers to seamlessly connect Internet of Things (IoT) data into visually immersive and dimensionally accurate Matterport digital twins. Our solution that is integrated with Amazon Web Services (AWS) IoT TwinMaker makes it easier for developers to create digital twins of real-world systems such as buildings, factories, industrial equipment, and production lines. The offering from Matterport supports enterprise digital transformation efforts by providing customers with an efficient and cost-effective solution to remotely optimize building operations, increase production output, improve equipment performance, and increase environmental health and safety at their facilities. We achieved AWS IoT competency status in July 2024. In December 2024, we achieved AWS Manufacturing and Industrial Competency and AWS Energy Competency status within the Health, Safety, Environment category.

Our Subscribers

We primarily sell to enterprises, ranging from Fortune 100 companies to small- and medium-sized businesses. Our subscriber base is global and spans numerous categories, as we have expanded beyond the residential and commercial real estate verticals to AEC, travel and hospitality, repair and insurance, and industrial, facilities and retail. As of December 31, 2024, we served over 1.1 million subscribers across these verticals, and we are building significant market share in each of them. We have long-standing relationships with many of the largest companies in these industries. The biggest companies in each of the verticals we serve represent up to billions of square feet of property that could become part of Matterport’s global spatial data library. We expect our global subscriber base to continue to grow as Matterport continues to establish itself as the digital standard of the built world and an integral component of managing a building’s lifecycle.

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Our Go-to-Market Strategy

Our fundamental go-to-market model is built upon a subscription first, capture device agnostic approach. We have invested aggressively to unlock a scalable subscription flywheel for subscriber adoption with multiple on-ramps to Matterport and a variety of ways to expand subscriber engagement. We will continue to invest in these subscription first on-ramps and cross-sell opportunities to accelerate our growth. The key benefit to this approach is to offer our current and future subscribers a frictionless, cost effective way to start and then scale with Matterport. Our subscription plans are priced from free for a single space captured with a smartphone device to custom plans tailored to large scale enterprise subscriber needs.

We have developed a scalable go-to-market process built upon the strength of our platform and an efficient approach that opens our sales funnel to reach across industries and geographies, targeted at large enterprise subscribers, small businesses and mid-market opportunities. We have deployed a multi-channel sales approach to efficiently reach each of our subscriber segments, from small businesses to enterprise-level subscribers. In general, we employ a direct sales approach for subscribers with the largest number of spaces or square feet under management, a channel partner approach to expand our reach where channel partners offer strong networks in particular verticals or geographies, and an online self-service approach for a frictionless, convenient entry point to Matterport for all potential subscribers. This structure allows us to effectively and efficiently market our solutions to businesses of all sizes across the world.

•Online direct sales and downloads. We are increasing our investment across our online distribution channel to make it easy and frictionless for our subscribers to get started and grow with Matterport. Our software, a variety of subscription plans, and multiple capture device options are available online for purchase today. Our smart-phone capture solution requires just a simple app download and free account sign up to get started, enabling enterprises, small businesses and individual property owners to experience the Matterport solution in just minutes.

•Direct sales. With sales teams distributed across the United States, Europe and Asia, we strive to increase adoption among large enterprise subscribers across various end markets, including residential and commercial real estate, facilities management, retail, AEC, insurance and repair, and travel and hospitality. Matterport’s direct sales teams have domain expertise in specific industries to address the unique needs of our subscribers. We also have a dedicated technical support team that works closely with subscribers to ensure that the Matterport application programming interface can be integrated seamlessly with each enterprise system.

•Subscriber success. Our account management teams work directly with our subscribers and our sales teams to onboard subscribers, articulate the value and scope of our services and drive engagement and cross-selling of our products and services.

•Channel sales. In addition to our online and direct sales efforts, we maintain a robust ecosystem of channel partnerships, which enable us to reach a wider network of enterprise and small business subscribers. Our channel partners are technology and systems integrators with domain expertise in key industries and deep understanding of the unique requirements of their respective markets. Training and education are a cornerstone of our partnerships, and we work closely with our channel partners to ensure they are knowledgeable in addressing our subscribers’ requirements. For example, our channel partners help make our 3D cameras available to subscribers in a wide range of industries and geographies. Our partners in the specialized immersive technology space introduce real estate and travel and hospitality subscribers to Matterport’s spatial data platform to address their unique 3D capturing needs. Specialty construction contractors connect with Matterport through their suppliers to improve the efficiency of construction projects with the help of digital twins.

Backlog

We enter into both single and multi-year subscription contracts for our subscription and support offerings. Contracts are generally billed upfront upon fulfillment and are included in deferred revenue. Contract amounts that are not recorded in deferred revenue or revenue are considered backlog. We expect our backlog will change from period to period for several reasons, including the timing and duration of customer agreements, varying billing cycles of subscription agreements, and the timing and duration of customer renewals. Because revenue for any period is a function of revenue recognized from deferred revenue under contracts in existence at the beginning of the period, as well as contract renewals and new customer contracts during the period, backlog at the beginning of any period is not necessarily indicative of future revenue performance. We do not utilize backlog as a key management metric internally.

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Competition

We primarily compete with traditional methods of managing buildings and spaces, including 2D photography, paper-based building plans, labor-intensive computer-aided design drawings, and other static methods of visualizing and analyzing properties. We are leading a transformation from offline to an online, data-driven approach to interacting with buildings and spaces. Matterport is a fully automated end-to-end system that turns buildings into robust spatial data and digital twins. Our solution has been developed over the years to deliver consistent, precision results for any building or space. This universality differentiates Matterport from vendors that offer industry-specific and building-specific point solutions geared toward narrow parts of the market.

These point solutions address only a portion of the functionality and value that the Matterport platform provides. For example, traditional virtual tour companies create pre-recorded video tours and photo montages with background music to promote properties online. Such vendors do not capture or produce 3D spatial data for analysis and property insights. Point solution providers also offer targeted solutions for specific markets such as specialized solutions for surveying daily documentation for construction projects, and insurance claims documentation and processing. However, these point solutions do not represent a comprehensive and extensible platform solution with broad applicability to all industries, geographies and vertical markets. Matterport provides a unique platform solution expressly designed to fulfill the needs of managing every building type across the property lifecycle.

We believe the principal competitive factors in our market include:

•Scale of data. Our vast spatial data library is a significant competitive advantage. Our spatial data library enhances our solutions and improves the accuracy, dependability and insights available to our subscribers.

•Automation and scale of spaces under management. The ability to consistently and accurately create a digital twin of any building or space at scale, thousands of buildings at a time, requires a unique combination of spatial data, data science, and automation of the entire digitization process.

•Capture ubiquity. The ability to easily capture spatial data removes friction to adoption and scale. We have created a capture technology platform to democratize 3D capture and eliminate camera hardware dependencies to make it easy and affordable for anyone to adopt Matterport. For example, the Matterport for iPhone launch in May 2020 contributed significantly to our subscriber growth. Easier adoption unlocks the flywheel with our ubiquitous capture strategy.

•Open ecosystem. Creating an open ecosystem for our platform is increasingly key to our strategy. An open ecosystem enables enterprises from various verticals to run on top of Matterport’s spatial data layer. Additionally, developers and partners can tap into our APIs and incorporate Matterport into their own workflows.

•Brand recognition. A trusted brand attracts and maintains subscribers. We will continue to leverage our leading position and increasing brand awareness to grow our subscriber base and spaces under management. We believe we compete favorably with respect to these factors.

Intellectual Property

Our ability to drive innovation in our business depends in part upon our ability to protect our core technology and intellectual property. We attempt to protect our intellectual property rights, both in the United States and abroad, through a combination of patent, trademark, copyright and trade secret laws, as well as nondisclosure and invention assignment agreements with our consultants and employees and through non-disclosure agreements with our commercial partners and vendors. Unpatented research, development, know-how and engineering skills make an important contribution to our business, but we pursue patent protection when we believe it is possible and consistent with our overall strategy for safeguarding intellectual property.

As of December 31, 2024, we had 79 issued and 56 pending patent applications and 75 issued trademarks and 5 pending trademark applications.

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Employees and Human Capital Resources

Our employees are critical to our success. Our employees are guided by our mission to fundamentally improve the way people understand and interact with the physical world. We are part of a diverse global community, and we aim to reflect that diversity within our team. We believe diversity and inclusion foster a collaborative culture, which fuels our vision to make every space more valuable and accessible. We proactively seek feedback and guidance from our employees (Matterpeeps), whom we see as our partners in building a strong culture. As of December 31, 2024, we had 455 full-time employees. We also engage consultants and contractors to supplement our permanent workforce. To date, we have not experienced any work stoppages and consider our relationship with our employees to be in good standing. None of our employees are represented by a labor union or subject to a collective bargaining agreement.

Our human capital goals are based on maximizing employee value through talent acquisition, employee onboarding, talent management, learning and development, total rewards, the employee experience and company culture, and internal communications. As a global company, we are committed to creating a diverse, multicultural workforce reflective of our users, customers and the communities where we live and work.

Key areas of focus with respect to human capital include:

Culture and Engagement. We believe it is important to listen to our employees and develop our people. We proactively seek feedback and guidance from our employees, whom we see as our partners in building a strong culture. Maintaining such culture in a remote environment remains a priority in our human capital management programs. The “Three Dimensions of Matterport” are foundational to our culture and our success:

•Be a Leader: Generate Energy, Create Clarity, Be Accountable

•Be Inclusive: Seek Different Perspectives, Foster an Open Dialog, Create a Sense of Belonging

•Be the Customer: Understand Them, Delight Them, Help Them Win

The “Three Dimensions” guide our human capital initiatives and objectives and provide the basis by which we collect feedback and assess the effectiveness of our culture. We also encourage our leadership group to check in with their teams to gather input on how best to improve retention, productivity, and engagement. We have invested substantial time and resources in building our team and our culture. Employee Resource Groups, a platform for courageous conversations, company wide recognition and celebrations of important cultural events, and an open forum to ask questions of leadership are all important aspects of our culture.

Diversity and Inclusion. We are committed to cultivating a diverse and inclusive workplace rooted in trust, fairness, empathy, respect, transparency and accountability. We seek diversity at all levels across the organization, including the representation of women and minorities in leadership positions and to track our efforts, we have built a diversity and inclusion dashboard, monitoring training and promotions. We provide diversity and inclusion training courses to all employees and aim to develop our existing talent through our talent development program for underrepresented groups entitled EMERGE (Elevating Matterpeeps’ Empowerment, Retention, Growth, and Excellence). Participants learn from internal and external thought leaders in robust sessions outlining the importance of mentorship, choosing the right allies, elevating their executive presence, demonstrating achievements effectively, and much more. To promote an inclusive workplace, our eight Employee Resource Groups hold robust discussions and build community through panels and other activities that are reflective of their various heritage months and holidays. We believe diversity and inclusion foster a collaborative culture, which fuels our vision to make every space more valuable and accessible.

Talent Development. We look to attract and retain the best talent to help Matterport deliver against our strategies. We prioritize career growth and leadership development because growing our talent and building our capabilities supports our retention efforts and helps us establish a strong foundation for long-term success. We firmly believe that employee engagement is an integral component of our success. To further develop and retain talent, we also have structured review cycles for employees and robust mentoring programs. We run quarterly performance check-ins to ensure employees have the opportunity to get actionable feedback from their managers. We maintain our ongoing training and development of our employees through various courses including Career Development, Emotional Intelligence, Authentic Conversations, Personal Accountability, and Essential Management Skills.

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Total Rewards and Well-Being. We are committed to delivering a comprehensive compensation and benefits program that provides support for all of our employees. We provide competitive compensation and benefits to attract and retain talented employees, including offering market-competitive salary, bonuses or sales commissions, and equity to most employees. In addition, we provide an Employee Stock Purchase Plan, to foster a strong sense of ownership and engage our employees in being committed to our long-term success; eligibility varies by country in which we operate. Our full-time employees are eligible to participate in our comprehensive benefits package including a holistic suite of well-health and welfare benefits for employees, retirement, charitable gift matching through MatterportCares, and various others. In addition, we provide flexible time off to our exempt employees. While the philosophy around our benefits is the same worldwide, specific benefits vary regionally due to local regulations and preferences. Our goal is to facilitate the attraction and retention of top talent while balancing the interests of our stakeholders.

We recognize the importance of supporting our employees’ overall wellness and generally refer to our “Benefits” as “Wellness.” We focus on employees’ physical wellness, emotional/mental wellness, and financial wellness. We are committed to maintaining a positive, safe, healthy work environment for all our employees, and require compliance with all applicable local laws and regulations governing working conditions, working hours, fair wages, and compensation.

Environmental, Social, and Governance

While Matterport is in the early stages of our Environmental, Social, and Governance (“ESG”) journey, we have always been mindful of our responsibility to act in an environmentally and socially conscious manner and are committed to continuous improvement. We published our latest annual ESG report in August 2024 for the third consecutive year and have named an internal ESG subcommittee responsible for stakeholder input and alignment, and the development of our sustainability targets. Our holistic approach to ESG aspires to have a positive impact on the planet, the people whose lives we touch, and our bottom line. We continued to assess our ESG data and leverage our internal ESG subcommittee responsible for stakeholder input and alignment to further develop our ESG targets. As part of our focus to deliver strong financial results in a way that respects our employees and the environments and communities in which we operate, we consider ESG stakeholder viewpoints when evaluating investment and operational decisions, including our ESG strategy and material topics. Pursuant to our latest ESG report, we established our first ESG targets, reflecting our ongoing commitment to reduce our environmental impact, drive systemic change, and make the world a better place for future generations. To ensure we follow best practices, our reporting is aligned with the requirements of leading ESG frameworks, including the Sustainability Accounting Standards Board (“SASB”).

Location

We are a Delaware corporation with corporate headquarters in Sunnyvale, California and a globally distributed workforce. Since March 2020, the vast majority of our workforce has been working remotely. The remote work environment has given us an advantage in attracting top talent from around the world without being tied to specific locations. We recruit and hire employees globally based on a range of factors, including the available talent pool, the type of work being performed, the relative cost of labor, regulatory requirements and costs, among other considerations.

Our Values and Commitment to Inclusion

We understand that achieving a diverse and inclusive workplace is a journey that requires action, trust, fairness, empathy, respect, transparency and accountability. We strive to be diverse and inclusive in every aspect of our business. Our success depends on it. We don’t just value differences. We prefer them.

We have invested substantial time and resources in building our team and our culture. Employee Resource Groups, a platform for Courageous Discussions, company wide recognition and celebrations of important cultural events, and an open forum to ask questions of leadership are all important aspects of our culture.

Privacy and Data Security

We collect, use, store, transfer, share or otherwise process a variety of personal information in the ordinary course of business. As such, we are subject to a number of U.S. and international laws, regulations, and industry standards governing data privacy and security, including with respect to the collection, storage, use, transmission, sharing, processing and protection of personal information and other sensitive data. Such laws and regulations may be inconsistent among countries or conflict with other rules.

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In the United States, numerous federal and state laws and regulations, including federal and state consumer protection laws and regulations (e.g., Section 5 of the FTC Act), govern the collection, use, storage, transfer, sharing, or other processing of personal information could apply to our operations. In addition, certain state laws govern the privacy and security of personal information, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. These laws include, without limitation, the California Consumer Privacy Act (“CCPA”), California Privacy Rights Act (“CPRA”), Virginia Consumer Data Protection Act (“VCDPA”), Colorado Privacy Act (“CPA”), and other state privacy laws.

In the European Economic Area (“EEA”) and the UK, the General Data Protection Regulation (“GDPR”) and the UK GDPR are law instruments seeking to strengthen individuals’ fundamental rights and to facilitate business by clarifying rules for companies and public bodies by setting a high standard for the protection of personal data and by imposing a strict data protection compliance regime. The GDPR and the UK GDPR apply to the processing of personal data and the term ‘processing’ is defined broadly to include collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, transfer, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of personal data. In addition, as regards transfers of personal data outside the EEA and/or the UK, a recent decision from the Court of Justice of the European Union and the related regulatory guidance may impact/limit our ability to conduct such transfers to the United States and other jurisdictions.

The foregoing description does not include an exhaustive list of the laws and regulations governing or impacting our business. See the discussion contained in the “Risk Factors” section for information regarding how actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate or failure to comply with such legislation and regulations may have a material adverse effect on our business.

Government Regulations

We are subject to various laws, regulations and permitting requirements of federal, state and local authorities, including those related to health and safety; environmental, anti-corruption and export controls. We believe that we are in material compliance with all such laws, regulations and permitting requirements.

Export and Trade Matters

We are subject to various trade restrictions, including trade and economic sanctions and export controls, imposed by governments around the world with jurisdiction over our operations. For example, in accordance with trade sanctions administered by the U.S. Treasury Department, the Office of Foreign Assets Control and the U.S. Department of Commerce, we are prohibited from engaging in transactions involving certain persons and certain countries or territories targeted by U.S. comprehensive sanctions, including currently Cuba, Iran, Syria, North Korea, Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine. Changes in these laws or regulations, or shifts in the approach to their enforcement or scope, could impact our ability to sell our product to existing or potential customers. In particular, sanctions imposed by the U.S., EU, UK, and other jurisdictions in response to Russian activities in Ukraine, and any counter-sanctions enacted in response, could restrict our ability to operate, generate or collect revenue in certain other countries, such as Russia, which could adversely affect our business.

In addition, our products are subject to export regulations that can involve significant compliance and administrative time to address. In recent years, the United States government has a renewed focus on export matters. Our current and future products may be subject to these heightened regulations, which could increase our compliance costs. We are subject to anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, as well as the laws of the countries where we do business. Changes in government and economic policies, such as significant trade disruption or the establishment or increase of any tariffs may also impact our production, sales, cost structure and the competitive landscape and we will continue to adjust accordingly to such developments.

Our global operations expose us to the risk of violating, or being accused of violating, economic and trade sanctions laws and regulations. Our failure to comply may expose us to reputational harm as well as significant penalties, including criminal fines, imprisonment, civil fines, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. Despite our compliance efforts and activities, we cannot assure compliance by our employees or representatives for which we may be held responsible, and any such violation could materially adversely affect our reputation, business, financial condition and results of operations.

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Seasonality

Our capture services, digital marketing content products and small business subscriptions tend to generate higher revenue following the seasonal pattern of the U.S. residential real estate industry, with volume increases typically occurring in the spring and summer months compared to the fall and winter months. Such seasonal impacts have in the past and may in the future be reduced or changed due to changes in the composition of subscribers, uses of the Matterport digital twins, structure of subscription plans, and international availability of capture services and digital marketing content products.

Available Information

We file electronically with the SEC our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information. Our SEC filings are available to the public at the SEC's website at http://www.sec.gov. We make available on our website at www.matterport.com, free of charge, copies of these reports and any amendments as soon as reasonably practicable after filing or furnishing them with the SEC. The contents of these websites are not incorporated into this filing. Further, references to website URLs are intended to be inactive textual references only.

Item 1A. Risk Factors

Our business is subject to numerous risks. You should carefully consider the risks and uncertainties described below and the other information in this Annual Report on Form 10-K before making an investment decision regarding our Class A common stock. Our business, financial condition, results of operations or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our Class A common stock could decline, and you could lose all or part of your investment. This Annual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

Risks Related to Our Business

We have experienced rapid growth and expect to invest in growth for the foreseeable future. If we fail to manage growth effectively, our business, operating results and financial condition would be adversely affected.

We have experienced rapid growth in recent periods, and we expect to continue to experience growth in the future. The growth and expansion of our business has challenged, and may continue to challenge our management, operations, financial infrastructure and corporate culture. While employee growth has rapidly occurred at our Sunnyvale headquarters, across the United States, and internationally, we have undertaken restructuring actions to better align our financial model and our business. For example, in July 2023, we implemented a plan of termination of approximately 30% of our workforce to reduce operating costs and continue to accelerate our path to profitable growth. We may need to take additional restructuring actions in the future to align our business with the market. Steps we take to manage our business operations, including remote work policies for employees, and to align our operations with our strategies for future growth may adversely affect our reputation and brand and our ability to recruit, retain and motivate highly skilled personnel.

To manage growth in operations, we will need to continue to improve our operational, financial and management controls and reporting systems and procedures. Failure to manage growth effectively could result in difficulties or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing or enhancing products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of which could adversely affect our business performance and operating results.

Our forecasts and projections are based upon assumptions, analyses and internal estimates developed by our management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, our actual operating results may differ materially from those forecasted or projected.

Our forecasts and projections, including forecasts and estimates relating to the expected sizes and growth of the markets in which we seek to operate, are subject to significant uncertainty and are based on assumptions, analyses and internal estimates developed by our management, any or all of which may not prove to be correct or accurate. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, our actual operating results may differ materially from those forecasted or projected.

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We have a history of losses and expect to incur significant expenses and continuing losses at least for the near term.

We incurred net losses of approximately $256.6 million, $199.1 million, and $111.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, we had an accumulated deficit of approximately $1,035.1 million. We believe we will continue to incur operating and net losses at least for the near term. Even if we achieve profitability, there can be no assurance that we will be able to maintain profitability in the future. Our potential profitability is particularly dependent upon the continued adoption of spatial data and the use of our platform by commercial and individual consumers, which may not occur at the levels we currently anticipate or at all.

Certain of our estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

This Annual Report on Form 10-K includes estimates of the addressable market for our products and services which are based in part on our internal analyses. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. The estimates and forecasts in this Annual Report on Form 10-K relating to the size and expected growth of the target market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity are difficult to make. The estimated addressable market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasted in this Annual Report on Form 10-K, our business could fail to grow at similar rates.

We currently face competition from a number of companies and expect to face significant competition in the future as the market for spatial data develops.

The spatial data market is relatively new and competition is still developing. We currently face competition from other companies, generally with different competitors in each of our vertical markets, as well as from traditional, offline methods of interacting with and managing buildings and their spaces. Additionally, we have a number of competitors in the spatial data market with limited funding, which could cause poor experiences and hamper consumer confidence in the spatial data market and adoption or trust in providers. We may also face competition from new market entrants with significantly greater resources, or our current competitors may be acquired by third parties with greater resources, either of which could put us at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of our current or future target markets, which could create price pressure. In light of these factors, current or potential customers may accept competitive solutions. If we fail to adapt to changing market conditions or continue to compete successfully with current or new spatial data competitors, our growth will be impacted, which would adversely affect our business and results of operations.

If third party suppliers upon which we rely are not able to fulfill our needs, our ability to timely and cost effectively bring our products to market could be affected.

We rely on a limited number of suppliers to supply our hardware components, including in some cases only a single supplier for some products and components. This reliance on a limited number of manufacturers increases our risks, since we do not currently have proven reliable alternative or replacement manufacturers beyond these key parties. In the event of interruption, we may not be able to increase capacity from other sources or develop alternate or secondary sources, and if such sources become available, they may result in material additional costs and substantial delays.

Unexpected changes in business conditions, materials pricing, labor issues, wars, trade policies, natural disasters, health epidemics, trade and shipping disruptions, port congestions and other factors beyond our or our suppliers’ control could also affect these suppliers’ ability to deliver components to us or to remain solvent and operational. Such disruptions could adversely affect our business if we are not able to meet customer demands. In addition, some of our suppliers are located in China. Our access to suppliers in China may be limited or impaired as a result of tariffs, including those that have been recently introduced by the current U.S. administration, or other government restrictions in response to geopolitical factors. We have used alternative suppliers and alternative parts from time to time to mitigate the challenges caused by these shortages, but there is no guarantee we may be able to continually do so as we scale production to meet our growth targets. Additionally, if our suppliers do not accurately forecast and effectively allocate production or if they are not willing to allocate sufficient production to us, it may reduce our access to components and require us to search for new suppliers. The unavailability of any component or supplier could result in production delays, idle manufacturing facilities, product design changes and loss of access to important technology and tools for producing and supporting our products, as well as impact our capacity expansion and our ability to fulfill our obligations under customer contracts. Moreover, new product launches or product design changes by us have required and may in the future require us to procure additional components in a short amount of time. Our suppliers may not be willing or able to sustainably meet our timelines or our cost, quality and volume needs, or to do so may cost us more, which may require us to replace them with other sources.

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If we face supply constraints for any of the reasons described above, it may not be possible to obtain or increase supplies on acceptable terms, which may undermine our ability to satisfy customer demands in a timely manner. For example, it may take a significant amount of time to identify a manufacturer that has the capability and resources to build and supply necessary hardware components in sufficient volume. Identifying suitable suppliers can be an extensive process that requires us to become satisfied with our suppliers’ quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant suppliers or manufacturers would have an adverse effect on our business, financial condition and operating results.

The impact of the risks associated with international geopolitical conflicts, including escalating tensions between Taiwan and China, the Russian invasion of Ukraine, and the Israeli-Palestinian conflict, on the global economy, energy supplies and supply of raw materials are uncertain, but may negatively impact our business, results of operations and financial condition.

In recent years, diplomatic and trade relationships between the U.S. government and China have become increasingly frayed and the threat of a takeover of Taiwan by China has increased. As we have suppliers in China and Taiwan, our business, operations, and supply chain could be materially and adversely impacted by political, economic or other actions from China or Taiwan, or changes in China-Taiwan relations that impact their economies. Tensions between the U.S. and China have led to a series of tariffs being imposed by the U.S. on imports from mainland China, including those that have been recently introduced by the current U.S. administration, as well as other business restrictions. Tariffs increase the cost of our products and the components that go into making them. These increased costs can adversely impact the gross margin that we earn on our products. Tariffs can also make our products more expensive for customers, which could make our products less competitive and reduce consumer demand. Changing our operations in accordance with new or changed trade restrictions can be expensive, time-consuming and disruptive to our operations.

In addition, we continue to monitor any adverse impact that the ongoing war in Ukraine and the institution of sanctions against Russia by the United States, the Israeli-Palestinian military conflict, and other potential geopolitical tensions may have on the global economy in general, on our business and operations and on the businesses and operations of our suppliers and customers. The war in Ukraine and the Israeli-Palestinian military conflict have further increased existing global economic challenges, including supply chain, logistics, and inflationary challenges. Such global or regional economic and political conditions adversely affect demand for our products. These conditions could have an impact on our suppliers, causing increases in cost of materials and higher shipping and transportation rates, and as a result impact the pricing of our products. We purchase certain products and key hardware components from a limited number of sources, including in some cases only a single supplier for some products and components, and depend on the supply chain, including freight, to receive components, transport finished goods and deliver our products across the world. The industry-wide global supply chain challenges, including with respect to manufacturing, transportation and logistics could impact our operational and financial performance adversely, including impacts on our subscribers and their spending habits, could impact on our marketing efforts, and effects on our suppliers. If macroeconomic and geopolitical conditions do not improve or if they worsen, then our results of operations may be negatively impacted. To the extent that increased political tensions between China and Taiwan, the war in Ukraine, or the Israeli-Palestinian military conflict may adversely affect our business, it may also have the effect of heightening many of the other risks described in our risk factors, such as those relating to data security, supply chain, volatility in prices of inputs, and market conditions, any of which could negatively affect our business, results of operations, and financial condition.

Our business may be negatively affected by domestic and global economic and credit conditions.

We have international operations with sales outside the U.S., and we have plans to expand internationally. In addition, our global supply chain is large and complex and the majority of our supplier facilities are located outside the U.S. As a result, our operations and performance depend significantly on global and regional economic conditions.

Adverse macroeconomic conditions, including inflation, slower growth or recession, new or increased tariffs (including those introduced by the current U.S. administration) and other barriers to trade, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment and currency fluctuations can adversely impact consumer confidence and spending and materially adversely affect demand for our products and services. In addition, consumer confidence and spending can be materially adversely affected in response to financial market volatility, negative financial news, conditions in the real estate and mortgage markets, declines in income or asset values, energy shortages and cost increases, labor and healthcare costs and other economic factors.

In addition to an adverse impact on demand for our products and services, uncertainty about, or a decline in, global or regional economic conditions can have a significant impact on our suppliers and subscribers. These and other economic factors can negatively adversely affect our business, results of operations, financial condition and stock price.

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Additionally, turmoil in the global banking system has the potential to impact our business, results of operations, financial condition and stock price. For example, on March 10, 2023, Silicon Valley Bank (SVB), one of our banking partners, was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. On March 27, 2023, First Citizens Bank & Trust Company assumed all of SVB’s customer deposits and certain other liabilities and acquired substantially all of SVB's loans and certain other assets from the FDIC. We held a minimal amount of cash directly at SVB and, since that date, the FDIC has stated that all depositors of SVB will be made whole, and First Citizens Bank & Trust Company has assumed our deposits from SVB. However, there is no guarantee that the federal government would guarantee all depositors as they did with SVB depositors in the event of further bank closures, and continued instability in the global banking system may adversely impact our business and financial condition as well as the financial condition of our customers and suppliers.

Prolonged economic uncertainties or downturns could materially adversely affect our business.

Negative conditions in the general economy both in the United States and abroad, including inflationary pressure, recession, currency fluctuations and a higher interest rate environment, changes in gross domestic product growth, potential future government shutdowns, the federal government’s failure to raise the debt ceiling, financial and credit market fluctuations, the imposition of trade barriers and restrictions such as a significant trade disruption or the establishment or increase of any tariffs, political deadlock, restrictions on travel, natural catastrophes, warfare and terrorist attacks, could cause a decrease in business investments, including corporate spending in general and negatively affect the rate of growth of our business.

If we are unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, our ability to compete and successfully grow our business would be adversely affected.

Our success depends, in part, on our continuing ability to identify, hire, train and retain highly qualified personnel. Any inability to do so effectively would adversely affect our business. Competition for employees is intense and the ability to attract, hire, train and retain them depends on our ability to provide competitive compensation. We may not be able to attract, hire or retain qualified personnel in the future due to a very competitive labor market for talented individuals with technology experience, or any negative publicity related to us. If we are not successful in managing these risks, our business, financial condition, and operating results may be adversely impacted.

Some of our facilities are located in an active earthquake zone or in areas susceptible to wildfires and other severe weather events. An earthquake, wildfire or other natural disaster or resource shortage, including public safety power shut-offs that have occurred and will continue to occur in California or other states, could disrupt and harm our operations.

Our headquarters and largest facility is located in California, an active earthquake zone. The occurrence of a natural disaster such as an earthquake, drought, flood, fire (such as the recent extensive wildfires in California, Washington, Oregon and Colorado), localized extended outages of critical utilities (such as California’s public safety power shut-offs) or transportation systems, or any critical resource shortages could cause a significant interruption in our business, damage or destroy our facilities or inventory, or cause us to incur significant costs, any of which could harm our business, financial condition, and results of operations. Any insurance we maintain against such risks may not be adequate to cover losses in any particular case.

If we fail to retain current subscribers or add new subscribers, our business would be seriously harmed.

Our future revenue growth will depend in significant part on our ability to retain our existing customers and increase the number of our subscribers. Spatial data is an emerging market, and consumers may not adopt the use of spatial data or our platform on a widespread basis or on the timelines we anticipate. It is possible that our paid subscriber growth rate could decline over time if we achieve higher market penetration rates. If current and potential subscribers do not perceive our platform and products as useful, we may not be able to attract new subscribers or retain existing subscribers.

There are many factors that could negatively affect subscriber retention and growth, including if:

• our competitors attempt to mimic our products, which could harm our subscriber engagement and growth;

• we fail to introduce new products and services or those we introduce are poorly received;

• we are unable to continue to develop products that work with a variety of mobile operating systems, networks, smartphones and computers;

• there are changes in subscriber sentiment about the quality or usefulness of our existing products;

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• there are concerns about the privacy implications, safety, or security of our platform or products;

• there are changes in our platform or products that are mandated by legislation, regulatory authorities or litigation, including settlements or consent decrees that adversely affect the subscriber’s experience;

• technical or other problems frustrate subscribers’ experiences with our platform or products, particularly if those problems prevent us from delivering our products in a fast and reliable manner; or

• we fail to provide adequate service to subscribers.

Decreases to our subscriber retention or growth could seriously harm our business and results of operation.

We may be unable to build and maintain successful relationships with our strategic alliances and reseller partners, and such alliances and partnerships may fail to perform, which could adversely affect our business, financial condition, results of operations and growth prospects.

We employ a go-to-market business model whereby a material portion of our revenue is generated by sales through our channel partners, such as resellers and value-added resellers, which further expand the reach of our direct sales force into additional geographies, sectors and industries. In particular, we have entered, and intend to continue to enter, into strategic alliance and reseller relationships in certain international markets where we do not have a local presence. If our channel partners are unsuccessful in marketing and selling access to our platform, it would limit our expansion into certain geographies, sectors and industries. If we are unable to develop and maintain effective sales incentive programs for our channel partners, we may not be able to incentivize these partners to sell access to our platform to customers.

Some of these partners may also market, sell and support offerings that are competitive with ours, may devote more resources to the marketing, sales and support of such competitive offerings, may have incentives to promote our competitors’ offerings to the detriment of our own or may cease selling access to our products altogether. Our channel partners could subject us to lawsuits, potential liability and reputational harm if, for example, any of our channel partners misrepresents the functionality of our platform to customers or violates laws or our or their corporate policies. In addition, in circumstances where we do not enter into a direct agreement with end customers, we cannot be sure that on every occasion each channel partner has required end customers to agree to our standard terms which are protective of our solutions and technology, nor that the channel partners will enforce each failure by an end customer to comply with such terms. Our ability to achieve revenue growth in the future will depend, in significant part, on our success in maintaining successful relationships with our channel partners, identifying additional channel partners and training our channel partners to independently sell access to our platform. If our channel partners are unsuccessful in selling access to our platform, or if we are unable to enter into arrangements with or retain a sufficient number of high quality channel partners in each of the regions in which we market and sell our platform and keep them motivated to market and sell our platform, our business, financial condition, results of operations, and growth prospects would be adversely affected.

Our business strategy includes growing our portfolio through potential future acquisitions, strategic investments, partnerships or alliances that could be difficult to identify and integrate. Such projects may divert the attention of key management personnel, disrupt our business, dilute our existing stockholders’ value and adversely affect our financial condition and results of operations.

As part of our business strategy, we have in the past acquired, and may in the future acquire, additional assets, products, technologies or businesses that are complementary to our existing business. The process of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into our existing business would require attention from management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations.

Acquired assets or businesses may not generate the expected financial results. Acquisitions could also result in significant cash expenditures, potentially dilutive issuance of equity securities, amortization expenses for other intangible assets, exposure to potential unknown liabilities of acquired businesses, and potential goodwill impairment. We may not successfully evaluate or use the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges and tax liabilities. Further, the issuance of equity or securities convertible to equity to finance any such acquisitions could result in dilution to our shareholders and the issuance of debt could subject us to covenants or other restrictions that would impede our ability to manage our operations. We could become subject to legal claims following an acquisition or fail to accurately forecast the potential impact of any claims. The acquired technology or product may not comply with legal or regulatory requirements and may expose us to regulatory risk and require us to make additional investments to make them compliant. We may not be able to provide the same

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support service levels to the acquired technology or product that we generally offer with our other products. Any of these issues could have a material adverse impact on our business and results of operations. Failure to successfully identify, complete, manage and integrate acquisitions could materially and adversely affect our business, financial condition and results of operations.

In July 2022, we completed the acquisition of VHT, Inc. (“VHT”), known as VHT Studios, a U.S.-based real estate marketing company that offers brokerages and agents digital solutions to promote and sell properties, which expands Matterport Capture Services by bringing together Matterport digital twins with professional photography, drone capture and marketing services. Any integration process may require significant time and resources. We may not be able to manage the process successfully and may experience a decline in our profitability as we incur expenses prior to fully realizing the benefits of an acquisition. We could expend significant cash and incur acquisition related costs and other unanticipated liabilities associated with an acquisition, the product or the technology, such as contractual obligations, potential security vulnerabilities of the acquired company and its products and services and potential intellectual property infringement. Additional risks we may face in connection with acquisitions include:

•diversion of management time and focus from operating our business to addressing acquisition integration challenges;

•coordination of research and development and sales and marketing functions;

•integration of products and service offerings;

•retention of key employees from acquired companies;

•changes in relationships with strategic partners as a result of product acquisitions or strategic positioning resulting from acquisitions;

•cultural challenges associated with integrating employees from acquired companies into our organization;

•integration of acquired companies’ accounting, management information, human resources and other administrative systems in our existing operations;

•the need to implement or improve controls, procedures, and policies at a business that prior to acquisition may have lacked sufficiently effective controls, procedures and policies;

•additional legal, regulatory or compliance requirements;

•financial reporting, revenue recognition or other financial or control deficiencies of acquired companies that we do not adequately address and that cause our reported results to be incorrect;

•liability for activities of acquired companies, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;

•unanticipated write-offs or charges; and

•litigation or other claims in connection with acquired companies, including claims from terminated employees, customers, former stockholders or other third parties.

Our failure to address these risks or other problems encountered in connection with acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities and cause other harm to our business.

We may need to raise additional funds to finance our operations and these funds may not be available when needed.

We may need to raise additional funds in the future to further scale our business and expand to additional markets. We may raise additional funds through the issuance of equity, equity-related or debt securities, or by obtaining credit from financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or other loan transactions, we could face significant interest payments, covenants that restrict our business, or other unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution.

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We operate in a new market, and global economic conditions and instability may adversely affect our business.

Global economic and business activities continue to face widespread macroeconomic uncertainties, including increased inflation and interest rates, recessionary fears, financial and credit market fluctuations, changes in economic policy, and global supply chain constraints. Our business is impacted by both consumer and business spending, both of which are susceptible to changes in macroeconomic conditions, such as growing inflation, rising interest rates, recessionary fears, and economic uncertainty. Sustained or worsening inflation or an economic downturn may result in fewer purchases of our products and services, which could impact our revenue growth and other business and operating results. Additionally, if significant portions of our workforce are unable to work effectively in our remote-first working environment, then our operations will be negatively impacted. The extent to which macroeconomic uncertainties may continue to impact our operational and financial performance remains uncertain and will depend on many factors outside our control. These direct and indirect impacts may negatively affect our business and operating results.

We incur increased costs and administrative burden as a result of operating as a public company, and our management devotes substantial time to maintaining compliance.

As a public company, we incur significant legal, accounting and other expenses. We are subject to the requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (the “PCAOB”), as well as rules adopted, and to be adopted, by the SEC and the Nasdaq Stock Market LLC (“Nasdaq”). Our management and other personnel devote a substantial amount of time to maintaining compliance with these requirements. Moreover, these rules and regulations substantially increase our legal and financial compliance costs and make some activities more time-consuming and costly. The increased costs may increase our net loss and comprehensive loss.

It may also be more expensive to obtain director and officer liability insurance. We cannot always predict or estimate the amount or timing of additional costs the Company may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers. The additional reporting and other obligations imposed by these rules and regulations may increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs may require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Furthermore, if any issues in complying with the above requirements are identified (for example, if we or our independent registered public accounting firm identifies additional material weaknesses or significant deficiencies in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Increased scrutiny of our environmental, social or governance responsibilities have and will likely continue to result in additional costs and risks, and may adversely impact our reputation, employee retention, and willingness of customers and suppliers to do business with us.

There is increasing focus from customers, consumers, employees, regulators, lenders and other stakeholders concerning environmental, social and governance (“ESG”) matters, including corporate citizenship and sustainability. Additionally, public interest and legislative pressure related to public companies' ESG practices continues to grow. If our ESG practices fail to meet regulatory requirements or stakeholders' evolving expectations and standards for responsible corporate citizenship in areas including environmental stewardship, support for local communities, Board and employee diversity, human capital management, employee health and safety practices, corporate governance and transparency and employing ESG strategies in our operations, our brand, reputation and employee retention may be negatively impacted, and customers and suppliers may be unwilling to do business with us.

Climate change and related public focus from regulators and various stakeholders could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Climate change is receiving ever increasing attention worldwide. Many scientists, legislators and others attribute global warming to increased levels of greenhouse gases, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. Climate changes, such as extreme weather conditions, decreased water availability and overall temperature shifts, may have physical impacts on operations. Such impacts are geographically specific, highly

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uncertain and may result in diminished availability of materials, indirect financial risks passed through our supply chain and adverse impacts on our financial performance and operations. These considerations may also result in international, national, regional or local legislative or regulatory responses to mitigate greenhouse gas emissions. Timing and scope of any regulations are uncertain and regulation could result in additional costs of compliance, increased energy, transportation and materials costs and other additional expenses to improve the efficiency of our products and operations.

Relatedly, the expectations of our customers, stockholders and employees have heightened in areas such as the environment, social matters and corporate governance. Increased public focus requires us to provide information on our approach to these issues, including certain climate-related matters such as mitigating greenhouse gas emissions, and continuously monitor related reporting standards. A failure to adequately meet stakeholder expectations may result in a loss of business, diminished ability to successfully market our products to new and existing customers, diluted market valuation or an inability to attract and retain key personnel.

Risks Related to Litigation

We are currently involved in litigation with one of our former stockholders relating to the lock-up restrictions included in our Amended and Restated Bylaws.

On July 23, 2021, plaintiff William J. Brown, a former employee and a stockholder of Matterport, Inc. (now known as Matterport Operating, LLC) (“Legacy Matterport”), sued Legacy Matterport, Gores Holdings VI, Inc. (now known as Matterport, Inc.), Maker Merger Sub Inc., Maker Merger Sub II, LLC, and Legacy Matterport directors R.J. Pittman, David Gausebeck, Matt Bell, Peter Hebert, Jason Krikorian, Carlos Kokron and Michael Gustafson (collectively, the “Brown Defendants”) in the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”). On September 3, 2021, the plaintiff filed an amended complaint advancing three counts. The plaintiff’s complaint claimed that the Brown Defendants imposed invalid transfer restrictions on his shares of Matterport stock in connection with the Gores Merger transactions between Matterport, Inc. and Legacy Matterport (the “Transfer Restrictions”), and that Legacy Matterport’s board of directors violated their fiduciary duties in connection with a purportedly misleading letter of transmittal. The complaint sought damages and costs, as well as a declaration from the court that he may freely transfer his shares of Class A common stock of Matterport received in connection with the Gores Merger transactions. An expedited trial regarding the facial validity of the Transfer Restrictions took place in December 2021. On January 11, 2022, the court issued a ruling that the Transfer Restrictions did not apply to the plaintiff. The opinion did not address the validity of the Transfer Restrictions more broadly or whether Brown suffered any damages as a result of the Transfer Restrictions. Matterport filed a notice of appeal of the court’s ruling on February 8, 2022, and a hearing was held in front of the Delaware Supreme Court on July 13, 2022, after which the appellate court affirmed the lower court’s ruling. Separate proceedings regarding the plaintiff’s remaining claims, including the amount of any damages suffered by Brown were the subject of the second phase of the case. The Company’s position was that Brown did not suffer any damages as he would have sold his shares as soon as possible after the Gores Merger transaction closed had the Company not prevented him from trading based on its application of the Transfer Restrictions. The plaintiff filed a Third Amended Complaint on September 16, 2022, which asserted the causes of action described above but omitted as defendants Maker Merger Sub Inc., Maker Merger Sub II, LLC, and Legacy Matterport directors David Gausebeck, Matt Bell, and Carlos Kokron, and added an additional cause of action alleging that Matterport, Inc. violated the Delaware Uniform Commercial Code by failing to timely register the plaintiff’s requested transfer of Matterport, Inc. shares. The remaining defendants’ answer to the Third Amended Complaint was filed on November 9, 2022. Trial was held in November 2023 and a post-trial hearing was held on February 22, 2024. On May 28, 2024, the court ruled that Matterport had a reasonable basis to deny the plaintiff’s November 2021 demand that the transfer restrictions be removed from his shares and that the plaintiff lacked standing as to whether the transfer restrictions complied with Delaware law. However, the court awarded the plaintiff $79.1 million plus pre- and post-judgment interest as damages for losses caused by Matterport’s initial refusal to issue freely transferable shares (the “Brown Judgment”). The Company recorded an aggregate litigation expense of $95.0 million in its consolidated statement of operations for the year ended December 31, 2024. On July 29, 2024, the Company filed a notice of appeal of the court’s ruling to the Delaware Supreme Court. Brown filed a notice of cross appeal on August 12, 2024. On August 14, 2024, the litigation bond was posted and the Company transferred $95.0 million in cash as collateral into a designated insured account. On September 13, 2024, the Company filed its opening brief with the Delaware Supreme Court. On October 14, 2024, Brown filed its answering brief on appeal and opening brief on cross-appeal. On November 13, 2024, the Company filed its reply brief on appeal and answering brief on cross-appeal. On November 25, 2024, Brown filed his reply brief on

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cross-appeal. Oral argument on the appeal was heard on February 26, 2025. The cash collateral of $95.0 million was classified as restricted cash on the Company’s consolidated financial statements as of December 31, 2024.

We are currently involved in litigation with two of our stockholders relating to the issuance of Earn-Out shares in connection with the February 7, 2021 Agreement and Plan of Merger.

We are currently and may from time to time be involved in lawsuits and other litigation matters that are expensive and time-consuming. If resolved adversely, lawsuits and other litigation matters could seriously harm our business.

We are currently involved in several lawsuits and other litigation proceedings, and we anticipate that we may from time to time be involved in other lawsuits and similar proceedings. Any such lawsuits or other proceedings to which we are a party may result in an onerous or unfavorable outcomes or judgment that may not be reversed on appeal, or we may decide to settle lawsuits or other proceedings on unfavorable terms. Any such negative outcome could result in payments of substantial monetary damages or fines, or changes to our products or business practices, and accordingly our business could be seriously harmed.

Risks Related to Our Intellectual Property, Information Technology, Data Privacy, Data Security and Regulatory Issues

We rely significantly on the use of information technology. Cybersecurity risks – any technology failures causing a material disruption to operational technology or cyber-attacks on our systems affecting our ability to protect the integrity and security of customer and employee information – could harm our reputation and/or could disrupt our operations and negatively impact our business.

We increasingly rely on information technology systems to process, transmit and store electronic information. A significant portion of the communication between personnel, customers, business partners and suppliers depends on information technology. We use information technology systems and networks in our operations and supporting departments such as marketing, accounting, finance, and human resources. We also rely on third party technology and systems for a variety of reasons, including, without limitation, authentication technology, employee email, content delivery to customers, back-office support, and other functions. The future operation, success and growth of our business depends on streamlined processes made available through our uninhibited access to information systems, global communications, internet activity and other network processes.

Like most companies, despite our current security measures, our information technology systems, and those of our third-party service providers, may be vulnerable to information security breaches, malware, viruses, physical or electronic break-ins and similar disruptions, which could lead to interruption and delays in our services and operations and loss, misuse or theft of data. Computer malware, viruses, hacking and phishing attacks against online networks have become more prevalent and may occur on our systems in the future. Ransomware attacks, including those from organized criminal threat actors, nation-states, and nation-state supported actors, are becoming increasingly prevalent and severe, and can lead to significant interruptions in our operations, loss of data and income, reputational loss, diversion of funds, and may result in fines, litigation and unwanted media attention. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations

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prohibiting payments. Further, stored data might be improperly accessed due to a variety of events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues.

Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks which may remain undetected until after they occur. Any attempts by cyber attackers to disrupt our services or systems or those of our third party service providers could result in mandated user notifications, litigation, government investigations, significant fines and expenditures; product fulfillment delays, key personnel being unable to perform duties or communicate throughout the organization, loss of internet sales, significant costs for data restoration; damage our brand and reputation; and materially adversely affect our business and results of operations. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and we may not be able to avoid attacks that arise through computer systems of our third-party vendors. Despite our existing security procedures and controls, if our network were compromised, it could give rise to unwanted media attention, materially damage our customer relationships, harm our business, reputation, results of operations, cash flows and financial condition, result in fines or litigation, and may increase the costs we incur to protect against such information security breaches, such as increased investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud.

We have not experienced any material attacks, disruptions, outages and other performance problems, but may do so in the future, due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. When we have experienced such incidents, we have implemented controls and taken other

preventative actions to further strengthen our systems against future attacks. However, we cannot assure you that such measures will provide absolute security, that we will be able to react in a timely manner, or that our remediation efforts following an attack will be successful.

We have processes and procedures in place designed to enable us to recover from a disaster or catastrophe and continue business operations and have tested this capability under controlled circumstances. However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which would adversely affect our business and financial results.

Moreover, while we maintain cyber insurance that may help provide coverage for these types of incidents, we cannot assure you that our insurance will be adequate to cover costs and liabilities related to security incidents or breaches. The successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.

Because we store, process, and use data, some of which contains personal information, we are subject to complex and evolving federal, state and foreign laws, regulations, industry standards, and other legal obligations regarding data privacy and security matters. Failure to comply with such laws, regulations, industry standards, and legal obligations could have a material adverse effect on our reputation, results of operations or financial condition, or have other adverse consequences.

As part of our normal business activities, we collect, store, retain, process, transmit, and use data, some of which contains personal information. As such, we are subject to various federal, state, and foreign laws and regulations, industry standards, and other legal obligations regarding data privacy and security matters. In addition, these existing laws and regulations are constantly evolving, and new laws and regulations that apply to our business are being introduced at every level of government in the United States, as well as internationally. The legislative and regulatory landscape will be even more complex in 2025 as some countries work to implement laws recently finalized — such as India's Personal Data Protection Law — while others launch or continue discussions around potential privacy legislation. As we seek to expand our business, we are, and may increasingly become subject to various laws, regulations, standards, and regulatory guidance relating to data privacy and security in the jurisdictions in which we operate. Any failure, or perceived failure, by us to comply with any federal or state privacy or security laws, regulations, regulatory guidance, industry standards, or other legal obligations relating to data privacy or security could adversely affect our reputation, results of operations or financial

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condition, and may result in claims, liabilities, proceedings or actions against us by governmental entities, customers or others.

In the United States, there are numerous federal and state data privacy and security laws, rules, and regulations governing the collection, storage, retention, transmission, use, security, transfer, and other processing of personal information, including federal and state data privacy laws, data breach notification laws, and consumer protection laws. For example, the Federal Trade Commission (“FTC”) and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination, and security of data. Such standards require us to publish statements that describe how we handle personal data and choices individuals may have about the way we handle their personal data. If such information that we publish is considered untrue or inaccurate, we may be subject to government claims of unfair or deceptive trade practices, which could lead to significant liabilities and consequences. Moreover, according to the FTC, violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal data secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act. State consumer protection laws provide similar causes of action for unfair or deceptive practices. Some states, such as California and Massachusetts, have passed specific laws mandating reasonable security measures for the handling of consumer data. Further, privacy advocates and industry groups have regularly proposed and sometimes approved, and may propose and approve in the future, self-regulatory standards with which we must legally comply or that contractually apply to us.

Our communications with our customers are subject to certain laws and regulations, including the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act of 2003, the Telephone Consumer Protection Act of 1991 (the “TCPA”), and the Telemarketing Sales Rule and analogous state laws, that could expose us to significant damages awards, fines and other penalties that could materially impact our business. For example, the TCPA imposes various consumer consent requirements and other restrictions in connection with certain telemarketing activity and other communication with consumers by phone, fax or text message. The CAN-SPAM Act and the Telemarketing Sales Rule and analogous state laws also impose various restrictions on marketing conducted use of email, telephone, fax or text message. As laws and regulations, including FTC enforcement, rapidly evolve to govern the use of these communications and marketing platforms, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations could adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.

In addition, many state legislatures have adopted legislation that regulates how businesses operate online, including measures relating to privacy, data security, and data breaches. Such legislation includes the California Consumer Privacy Act (“CCPA”), which increases privacy rights for California consumers and imposes obligations on companies that process their personal information. Among other things, the CCPA gives California consumers expanded rights related to their personal information, including the right to access and delete their personal information and receive detailed information about how their personal information is used and shared. The CCPA also provides California consumers the right to opt-out of certain sales of personal information and may restrict the use of cookies and similar technologies for advertising purposes. The CCPA prohibits discrimination against individuals who exercise their privacy rights and provides for civil penalties for violations enforceable by the California Attorney General as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action is expected to increase the likelihood of, and risks associated with, data breach litigation. Additionally, in November 2020, California passed the California Privacy Rights Act (the “CPRA”), which expands the CCPA significantly, including by expanding California consumers’ rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. Many of the CPRA’s provisions became effective on January 1, 2023. The costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our operational costs, and/or result in interruptions or delays in the availability of systems.

Other states have enacted similar bills. Four states have passed laws that are now enforceable by such states’ Attorney General and/or district attorney. The Virginia Consumer Data Protection Act (“VCDPA”) became enforceable on January 1, 2023 and gives consumers rights similar to the CCPA and also requires covered businesses to implement security measures and conduct data protection assessments. The Colorado Privacy Act ( “CPA”) became enforceable on July 1, 2023 and closely resembles the VCDPA. The Connecticut Personal Data Privacy and Online Monitoring Act and the Utah Consumer Privacy Act are also now enforceable. Seven other states passed laws in 2023 that will become enforceable 2024, 2025 and 2026 – the Oregon Consumer Privacy Act, the Texas Data Privacy and Security Act, the Montana Consumer Data Protection Act, the Iowa Consumer Data Protection Act, the Tennessee Information Protection Act, the Indiana Consumer Data Protection, and the Delaware Personal Data Privacy Act. We must comply with these state

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laws if our operations fall within the scope of these laws, which may increase our compliance costs and potential liability. Similar laws have been proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States. This legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, could impact strategies and availability of previously useful data, and could result in increased compliance costs and/or changes in business practices and policies.

In addition, some laws may require us to notify governmental authorities and/or affected individuals of data breaches involving certain personal information or other unauthorized or inadvertent access to or disclosure of such information. We may need to notify governmental authorities and affected individuals with respect to such incidents. For example, laws in all 50 U.S. states may require businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach. These laws are not consistent with each other, and compliance in the event of a widespread data breach may be difficult and costly. On July 26, 2023, the SEC adopted a suite of new cybersecurity disclosure requirements, including a requirement to disclose material cybersecurity incidents within four business days of the Company’s determination that the cybersecurity incident is material. We also may be contractually required to notify consumers or other counterparties of a security incident, including a breach. Regardless of our contractual protections, any actual or perceived security incident or breach, or breach of our contractual obligations, could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on data security and in responding to any such actual or perceived breach. In the EEA, we are subject to the General Data Protection Regulation 2016/679 (“GDPR”) and in the United Kingdom, we are subject to the United Kingdom data protection regime consisting primarily of the UK General Data Protection Regulation and the UK Data Protection Act 2018. The GDPR, and national supplementing legislation in EEA member states, and the United Kingdom regime, impose a strict data protection compliance regime.

For example, we are subject to European Union and United Kingdom rules with respect to cross-border transfers of personal data out of the EEA and the United Kingdom, respectively. Recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal information from the EEA and the United Kingdom to the United States. On July 16, 2020, the Court of Justice of the European Union (“CJEU”) invalidated the EU-US Privacy Shield Framework (“Privacy Shield”) under which personal information could be transferred from the EEA to US entities who had self-certified under the Privacy Shield scheme. Use of the standard contractual clauses must be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals, and additional measures and/or contractual provisions may need to be put in place. The European Commission has published revised standard contractual clauses for data transfers from the EEA: the revised clauses have been mandatory for relevant transfers since September 27, 2021, and in the United Kingdom, the Information Commissioner’s Office has published new data transfer standard contracts for transfers from the UK under the UK GDPR, which are mandatory for relevant transfers from September 21, 2022. On July 10, 2023, the EU-US Data Privacy Framework (“DPF”), the successor to Privacy Shield, became effective and the European Commission issued an adequacy decision relating to the DPF. These recent developments mean we have to review and may need to change the legal mechanisms by which we transfer data outside of the European Union and United Kingdom, including to the United States. As supervisory authorities issue further guidance on personal data export mechanisms, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, and could adversely affect our financial results.

We are also subject to evolving EU and UK privacy laws on cookies, tracking technologies and e-marketing. In the EU and the UK under national laws derived from the ePrivacy Directive, informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing to individuals (as opposed to businesses). The current national laws that implement the ePrivacy Directive are highly likely to be replaced across the EU (but not directly in the UK) by an EU regulation known as the ePrivacy Regulation which will significantly increase fines for non-compliance. Recent European court and regulatory decisions, as well as actions by NYOB (a not-for-profit privacy activist group), are driving increased attention to cookies and tracking technologies, and if this continues, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, increase costs and subject us to additional liabilities.

We are subject to the supervision of local data protection authorities in the United Kingdom and those EEA jurisdictions where we are established or otherwise subject to the GDPR. Fines for certain breaches of the GDPR and the UK data protection regime are significant: up to the greater of €20 million / £17.5 million or 4 % of total global annual turnover. In addition to the foregoing, a breach of the GDPR or UK GDPR could result in regulatory investigations, reputational damage, orders to cease/ change our processing of our data, enforcement notices, and/ or assessment notices

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(for a compulsory audit). We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

Outside of the US and EU, many countries and territories have laws, regulations, or other requirements relating to privacy, data protection, information security, localized storage of data, and consumer protection, and new countries and territories are adopting such legislation or other obligations with increasing frequency. Many of these laws may require consent from consumers for the use of data for various purposes, including marketing, which may reduce our ability to market our products. There is no harmonized approach to these laws and regulations globally. Consequently, we would increase our risk of non-compliance with applicable foreign data protection laws by expanding internationally. We may need to change and limit the way we use personal information in operating our business and may have difficulty maintaining a single operating model that is compliant.

Further, because we accept debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard, or the PCI Standard, issued by the Payment Card Industry Security Standards Council, with respect to payment card information. The PCI Standard contains compliance guidelines with our security surrounding the physical and electronic storage, processing and transmission of cardholder data. Compliance with the PCI Standard and implementing related procedures, technology and information security measures requires significant resources and ongoing attention. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology, such as those necessary to achieve compliance with the PCI Standard or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations. Any material interruptions or failures in our payment-related systems could have a material adverse effect on our business, results of operations and financial condition. If there are amendments to the PCI Standard, the cost of recompliance could also be substantial and we may suffer loss of critical data and interruptions or delays in our operations as a result. If we are unable to comply with the security standards established by banks and the payment card industry, we may be subject to fines, restrictions, and expulsion from card acceptance programs, which could materially and adversely affect our business.

Lastly, the global landscape of artificial intelligence (AI) legislation and regulation is rapidly evolving as governments and regulatory bodies seek to balance innovation with ethical considerations, privacy, security, and accountability. In the European Union, the Artificial Intelligence Act represents a comprehensive effort to regulate AI, focusing on risk-based categories and setting strict requirements for high-risk applications. The United States, while lacking a unified federal framework, has seen regulatory guidance from agencies like the National Institute of Standards and Technology (NIST) and sector-specific policies addressing AI's ethical use. China has also introduced regulations aimed at enhancing data security and the ethical development of AI, emphasizing the importance of controlling AI's social impacts. Elsewhere, countries like the United Kingdom, Canada, and Australia are developing frameworks that address AI governance, ethics, and safety standards. As global AI regulations continue to evolve and expand, legislation could impose significant compliance costs and operational challenges on our business. Should we fail to adhere to these emerging standards and requirements, we could face legal penalties, operational restrictions, and potentially severe reputational damage. This evolving regulatory landscape underscores the importance of proactive compliance and strategic planning to mitigate risks associated with AI deployment, ensuring that our business operations remain resilient and competitive in a rapidly changing legal environment.

Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or data security, may result in governmental investigations or enforcement actions, litigation (including customer class actions), claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, other obligations, and policies that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for, our platform. Additionally, if third parties we work with violate applicable laws, regulations, or contractual obligations, such violations may put our users’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business.

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Our products are highly technical and may contain undetected software bugs or hardware errors, which could manifest in ways that could seriously harm our reputation and our business.

Our products and services are highly technical and complex. Our platform and any products we may introduce in the future may contain undetected software bugs, hardware errors, and other vulnerabilities. These bugs and errors can manifest in any number of ways in our products and services, including through diminished performance, security vulnerabilities, malfunctions, or even permanently disabled products. We have a practice of rapidly updating our products and some errors in our products may be discovered only after a product has been shipped and used by customers. Any errors, bugs or vulnerabilities discovered in our code after release could damage our reputation, drive away customers, lower revenue, and expose us to damages claims, any of which could seriously harm our business.

We could also face claims for product liability, tort, or breach of warranty. In addition, our contracts with subscribers contain provisions relating to warranty disclaimers and liability limitations, which may not be upheld. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention and seriously harm our reputation and business. In addition, if our liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business could be seriously harmed.

Our products contain 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 deliver our platform or subject us to litigation or other actions.

Our products contain software modules licensed to us by third-party authors under “open source” licenses, and we expect to continue to incorporate such open source software in our products in the future. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification, or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our platform.

Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use, or grant other licenses to our intellectual property. We seek to ensure that our proprietary software is not combined with, and does not incorporate, open source software in ways that would require the release of the source code of our proprietary software to the public. However, if we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors or new entrants to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software. Our platform incorporates software that is licensed under open source licenses which could require release of proprietary code if such platform was released or distributed in any manner that would trigger such a requirement to third parties. We take steps to ensure that our platform is not released or distributed. Additionally, some open source projects have vulnerabilities and architectural instabilities and are provided without warranties or support services to actively provide us patched versions when available, and which, if not properly addressed, could negatively affect the performance of our platform.

Although we have certain processes in place to monitor and manage our use of open source software to avoid subjecting our platform to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our platform. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their platform, and the licensors of such open source software provide no warranties or indemnities with respect to such claims. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Moreover, we cannot assure you that our processes for monitoring and managing our use of open source software in our platform will be effective. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, or if an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations, could be subject to significant damages, enjoined from the sale of subscriptions to our platform or other liability, or be required to seek costly licenses from third parties to continue providing our platform on terms that, if available at all, are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our platform if re-engineering could not be accomplished on a timely basis, or to make generally available, in source code form, our proprietary code, any of which would adversely affect our business, financial condition and results of operations.

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Our future growth and success are dependent upon the continuing rapid adoption of spatial data.

Our future growth is highly dependent upon the adoption of spatial data by businesses and consumers. The market for spatial data is relatively new and rapidly evolving, characterized by rapidly changing technologies, competitive pricing and other competitive factors, evolving government regulation and industry standards and changing consumer demands and behaviors. Although demand for spatial data has grown in recent years, there is no guarantee that such growth will continue. If the market for spatial data develops more slowly than expected, or if demand for spatial data decreases, our business, prospects, financial condition and operating results would be harmed.

The spatial data market is characterized by rapid technological change, which requires us to continue to develop new services, products and service and product innovations. Any delays in such development could adversely affect market adoption of our products and services and could adversely affect our business and financial results.

Continuing technological changes in spatial data could adversely affect adoption of spatial data and/or our platform or products. Our future success will depend upon our ability to develop and introduce new capabilities and innovations to our platform and other existing product offerings, as well as introduce new product offerings, to address the changing needs of the spatial data market.

As the market for spatial data changes, we may need to upgrade or adapt our platform and introduce new products and services in order to serve our customers, which could involve substantial expense. Even if we are able to keep pace with changes in technology and develop new products and services, our research and development expenses could increase, our gross margins could be adversely affected in some periods and our prior products could become obsolete more quickly than expected.

We cannot assure that any new products and services will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering new products and services that meet customer needs could damage our relationships with customers and lead them to seek alternative products or services. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause our subscribers to use our competitors’ products or services.

If we are unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer needs on a timely basis, our platform and other products could lose market share, our revenue could decline, we may experience higher operating losses and our business and prospects could be adversely affected.

We may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive, and adversely affect our business.

Technology companies are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. From time to time, the holders of intellectual property rights have previously and may in the future assert their rights and urge us to take licenses, and/or bring suits alleging infringement or misappropriation of such rights. There can be no assurance that we will be able to mitigate the risk of potential suits or other legal demands by such third parties. Although we may have meritorious defenses, there can be no assurance that we will be successful in defending against these allegations or in reaching business resolutions that are satisfactory to us. In addition, if we are determined to have infringed, or believe there is a high likelihood that we have infringed upon a third party’s intellectual property rights, we may be required to cease making, selling or incorporating key components or intellectual property into the products and services we offer, to pay substantial damages and/or royalties, to redesign our products and services, and/or to establish and maintain alternative branding. Any litigation may also involve non-practicing entities or other adverse patent owners that have no relevant solution revenue, and therefore, our patent portfolio may provide little or no deterrence as we would not be able to assert our patents against such entities or individuals. To the extent that our subscribers and business partners become the subject of allegations or claims regarding the infringement or misappropriation of intellectual property rights related to our products and services, we have previously and may in the future be required to indemnify such subscribers and business partners. For example, we are currently indemnifying our client Redfin Corporation in a lawsuit brought by Appliance Computing III d/b/a Surefield. Specifically, Appliance Computing III d/b/a Surefield has asserted that Redfin’s use of our 3D-Walkthrough technology infringes four patents. The matter went to jury trial in May 2022 and resulted in a jury verdict finding that Redfin had not infringed upon any of the asserted patent claims and that all asserted patent claims were invalid. Final judgment was entered on August 15, 2022. On September 12, 2022, Surefield filed post trial motions seeking to reverse the jury verdict. Redfin has filed oppositions to the motions. In addition, on May 16, 2022, the Company filed a declaratory judgment action against Appliance Computing III, Inc., d/b/a Surefield, seeking

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a declaratory judgment that the Company had not infringed upon the four patents asserted against Redfin and one additional, related patent. The matter is pending in the Western District of Washington and captioned Matterport, Inc. v. Appliance Computing III, Inc. d/b/a Surefield, Case No. 2:22-cv-00669 (W.D. Wash.). Surefield has filed a motion to dismiss or in the alternative transfer the case to the United States District Court for the Western District of Texas. The Company filed an opposition to the motion. On August 28, 2023, the Court denied Surefield’s motion to dismiss the Washington case but stayed the action pending the resolution of the Texas case. On October 7, 2024, the Texas court appointed a technical advisor to assist the court with post-trial motions. On February 20, 2025, the Texas court denied Surefield’s post-trial motions seeking to reverse the jury verdict.

Our agreements with customers, channel partners and certain vendors include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement pertaining to our products and technology. Some of these indemnity agreements provide for uncapped liability and some indemnity provisions survive termination or expiration of the applicable agreement. Any claim of infringement by a third party, even one without merit, whether against us or for which we are required to provide indemnification, could cause us to incur substantial costs defending against the claim, could distract our management from our business, and could require us to cease use of such intellectual property or develop a non-infringing design-around. Further, because of the substantial amount of discovery required in connection with intellectual property litigation, we risk compromising our confidential information during this type of litigation. Any dispute with a customer with respect to these intellectual property indemnification obligations could have adverse effects on our relationship with that customer and other existing or new customers, and harm our business and operating results. We may be required to make substantial payments for legal fees, settlement fees, damages, royalties, or other fees in connection with a claimant securing a judgment against us, we may be subject to an injunction or other restrictions that cause us to cease selling subscriptions to our products, we may be subject to an injunction or other restrictions that cause us to rebrand or otherwise cease using certain trademarks in specified jurisdictions, or we may be required to redesign any allegedly infringing portion of our products or we may agree to a settlement that prevents us from distributing our platform or a portion thereof, any of which could adversely affect our business, financial condition and results of operations. In addition, although we carry insurance, our insurance may not be adequate to indemnify us for all liability that may be imposed, or otherwise protect us from liabilities or damages, and any such coverage may not continue to be available to us on acceptable terms or at all.

Even if we are not a party to any litigation between a subscriber or business partner and a third party relating to infringement by our products, an adverse outcome in any such litigation could make it more difficult for us to defend our products against intellectual property infringement claims in subsequent litigation in which we are a named party. If we are required to take one or more such actions, our business, prospects, brand, operating results and financial condition could be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

With respect to any intellectual property rights claim, we may have to seek a license to continue operations that are found or alleged to violate such rights. Such licenses may not be available, or if available, may not be available on favorable or commercially reasonable terms and may significantly increase our operating expenses. Some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. If a third party does not offer us a license to its intellectual property on reasonable terms, or at all, we may be required to develop alternative, non-infringing technology, which could require significant time (during which we would be unable to continue to offer our affected offerings), effort and expense and may ultimately not be successful. Any of these events could adversely affect our business, results of operations and financial condition.

Our business may be adversely affected if we are unable to protect our spatial data technology and intellectual property from unauthorized use by third parties.

Our success depends, at least in part, on our ability to protect our core spatial data technology and intellectual property. To accomplish this, we rely on, and plan to continue relying on, a combination of patents, trade secrets, employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, our technology. Such agreements may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property or technology, and we may fail to consistently obtain, police and enforce such agreements. Failure to adequately protect our technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in revenue, which would adversely affect our business prospects, financial condition and operating results.

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The measures we take to protect our intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

• any patent applications we submit may not result in the issuance of patents;

• the scope of issued patents may not be broad enough to protect proprietary rights;

• any issued patents may be challenged by competitors and/or invalidated by courts or governmental authorities;

• the costs associated with enforcing patents or other intellectual property rights may make aggressive enforcement impracticable;

• current and future competitors may circumvent patents or independently develop similar proprietary designs or technologies; and

• know-how and other proprietary information we purport to hold as a trade secret may not qualify as a trade secret under applicable laws.

Patent, trademark, and trade secret laws vary significantly throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States, and effective intellectual property protection may not be available in every country in which we operate or intend to operate our business. Further, policing the unauthorized use of our intellectual property in foreign jurisdictions may be difficult or impossible. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States.

Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability.

We are a U.S. corporation that will be subject to U.S. corporate income tax on our worldwide operations. Moreover, most of our operations and customers are located in the United States, and as a result, we are subject to various U.S. federal, state and local taxes. New U.S. laws and policy relating to taxes may have an adverse effect on our business and future profitability. Further, existing U.S. tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us.

As a result of plans to expand our business operations, including to jurisdictions in which tax laws may not be favorable, our tax rates may fluctuate, tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities and we may be subject to future changes in tax law, the impacts of which could adversely affect our after-tax profitability and financial results.

In the event that our business expands domestically or internationally, our effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. law, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect our future effective tax rates include, but are not limited to:

•changes in tax laws or the regulatory environment;

•changes in accounting and tax standards or practices;

•changes in the composition of operating income by tax jurisdiction and pre-tax operating results of our business;

•changes in the valuation of our deferred tax assets and liabilities;

• expected timing and amount of the release of any tax valuation allowances;

• tax effects of stock-based compensation;

• costs related to intercompany restructurings;

• changes in tax laws, regulations or interpretations thereof; or

• lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we have been and may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes of these audits could have an adverse effect on our financial condition and results of operations.

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We may be subject to significant income, withholding and other tax obligations in the United States and may become subject to taxation in numerous additional state, local and non-U.S. jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Our after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including the following:

• the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities,

• changes in the valuation of deferred tax assets and liabilities, if any,

• expected timing and amount of the release of any tax valuation allowances, the tax treatment of stock-based compensation,

• changes in the relative amount of earnings subject to tax in the various jurisdictions,

• the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions,

• changes to existing intercompany structure (and any costs related thereto) and business operations,

• the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions and

• the ability to structure business operations in an efficient and competitive manner.

Outcomes of audits or examinations by taxing authorities could have an adverse effect on our after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If we do not prevail in any such disagreements, our profitability may be affected.

Our after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2024, we had $394.2 million of U.S. federal and $233.8 million of state net operating loss carryforwards available to reduce future taxable income. Certain of these carryforwards may be carried forward indefinitely for U.S. federal tax purposes, while others are subject to expiration beginning in 2031. It is possible that we will not generate taxable income in time to use all or a portion of these net operating loss carryforwards before their expiration or at all. Under legislative changes made in December 2017, U.S. federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such net operating losses is limited. In addition, our net operating loss carryforwards are subject to review and possible adjustment by the IRS, and state tax authorities. The federal and state net operating loss carryforwards and certain other attributes, such as research tax credits, may be subject to significant limitations under Section 382 and Section 383 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), respectively, and similar provisions of U.S. state law. Under those sections of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes to offset its post-change income or tax may be limited. In general, an “ownership change” would occur if the percentage of our equity interests held by one or more of our “5-percent shareholders” (as such term is used in Section 382 of the Code) increased by more than 50 percentage points over the lowest percentage of our equity held by such 5-percent shareholders at any time during the relevant testing period (usually three years). Similar rules may apply under state tax laws. We have not undertaken an analysis of whether the Gores Merger constituted an “ownership change” for purposes of Section 382 and Section 383 of the U.S. Tax Code. Our ability to utilize our net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with the Gores Merger (as defined herein) or other transactions. As of December 31, 2024, the Company has not undertaken any analyses in respect of Section 382 to determine the annual limitation and if any of the tax attributes are subject to a permanent limitation.

Failure to comply with laws relating to employment could subject us to penalties and other adverse consequences.

We are subject to various employment-related laws in the jurisdictions in which our employees are based. We face risks if we fail to comply with applicable United States federal or state employment laws, or employment laws applicable to our employees outside of the United States. In addition, we implemented a reduction in force and furloughed employees in 2020, and the attendant layoffs and/or furloughs could create an additional risk of claims being made on behalf of

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affected employees. Any violation of applicable wage laws or other employment-related laws could result in complaints by current or former employees, adverse media coverage, investigations, and damages or penalties which could have a materially adverse effect on our reputation, business, operating results and prospects. In addition, responding to any such proceedings may result in a significant diversion of management’s attention and resources, significant defense costs, and other professional fees.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

We are subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, we are required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

The warrants are recorded at fair value with changes in fair value reported in our earnings, which could have an adverse effect on the market price of our common stock and/or an adverse effect on our financial results.

Management evaluated the terms of the warrants issued, including the private placement warrants (“Private Placement Warrants”) and the publicly-traded warrants (“Public Warrants,” together with the Private Placement Warrants, the “Warrants”) in accordance with ASC 815, Derivatives and Hedging. Only 1.7 million Private Placement Warrants to purchase common stock remained outstanding as of December 31, 2024. We concluded that the Warrants are accounted for as a derivative liability and that derivative liability was recorded at fair value at their initial fair value on the date of issuance, and at the earlier of each balance sheet date, or the exercised or redemption date thereafter, as determined based upon a valuation report obtained from an independent third-party valuation firm. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. For example, for the year ended December 31, 2024, we recognized non-cash losses on the change in fair value of approximately $0.8 million on the Warrants. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock and/or our financial results.

Risks Related to Ownership of Our Common Stock

Our financial condition and results of operations are likely to fluctuate on a quarterly basis in future periods, which could cause our results for a particular period to fall below expectations, resulting in a decline in the price of our common stock.

Our financial condition and results of operations have fluctuated in the past and may continue to fluctuate in the future due to a variety of factors, many of which are beyond our control. Our results may vary from period to period as a result of fluctuations in the number of subscribers using our products as well as fluctuations in the timing and amount of our expenses. As a result, comparing our results of operations on a period-to-period basis may not be meaningful, and the results of any one period should not be relied on as an indication of future performance. In addition to the other risks described herein, the following factors could also cause our financial condition and results of operations to fluctuate on a quarterly basis:

• our ability to attract new subscribers and retain existing subscribers, including in a cost-effective manner;

• our ability to accurately forecast revenue and losses and appropriately plan our expenses;

• the timing of new product introductions, which can initially have lower gross margins;

• the effects of increased competition on our business;

• our ability to successfully maintain our position in and expand in existing markets as well as successfully enter new markets;

• our ability to protect our existing intellectual property and to create new intellectual property;

• supply chain interruptions and manufacturing or delivery delays;

• the length of the installation cycle for a particular location or market;

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• disruptions in sales, production, service or other business activities or our inability to attract and retain qualified personnel; and

• the impact of, and changes in, governmental or other regulation affecting our business.

Fluctuations in operating results and cash flow could, among other things, give rise to short-term liquidity issues. In addition, revenue and other operating results in future quarters may fall short of the expectations of investors and financial analysts, which could have an adverse effect on our stock price.

We do not intend to pay cash dividends for the foreseeable future.

We currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and future agreements and financing instruments, business prospects and such other factors as our board of directors deems relevant.

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General Risk Factors

Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

Our quarterly operating results may fluctuate significantly because of several factors, including:

•labor availability and costs for hourly and management personnel;

•profitability of our products, especially in new markets and due to seasonal fluctuations;

•changes in interest rates;

•impairment of long-lived assets;

•macroeconomic conditions, both nationally and locally;

•negative publicity relating to products we serve;

•changes in consumer preferences and competitive conditions;

•expansion to new markets; and

•fluctuations in commodity prices.

The market price and trading volume of our common stock may be volatile and could decline significantly.

The stock markets, including Nasdaq, on which we list our shares of common stock under the symbol “MTTR,” have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for our common stock, the market price of our common stock may be volatile and could decline significantly. In addition, the trading volume of our common stock may fluctuate and cause significant price variations to occur. If the market price of our common stock declines significantly, you may be unable to resell your shares at an attractive price (or at all). We cannot assure you that the market price of our common stock will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

• the realization of any of the risk factors presented in this Annual Report on Form 10-K;

• actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, level of indebtedness, liquidity or financial condition;

• additions and departures of key personnel;

• failure to comply with the requirements of Nasdaq;

• failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

• future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities;

• publication of research reports about us;

• the performance and market valuations of other similar companies;

• commencement of, or involvement in, litigation involving us;

• broad disruptions in the financial markets, including sudden disruptions in the credit markets;

• speculation in the press or investment community;

• actual, potential or perceived control, accounting or reporting problems;

• changes in accounting principles, policies and guidelines; and

• other events or factors, including those resulting from infectious diseases, health epidemics and pandemics, natural disasters, war, acts of terrorism or responses to these events.

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on us.

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If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, then the price and trading volume of our common stock could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, our stock price and trading volume would likely be negatively impacted. If any of the analysts who cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

Future issuances of debt securities and equity securities may adversely affect us, including the market price of our common stock and may be dilutive to existing stockholders.

In the future, we may incur debt or issue equity-ranking senior to our common stock. Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing covenants restricting its operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock. Because our decision to issue debt or equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. As a result, future capital raising efforts may reduce the market price of our common stock and be dilutive to existing stockholders.

If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), the rules and regulations of Nasdaq, and other securities rules and regulations that impose various requirements on public companies. Our management and other personnel devote substantial time and resources to comply with these rules and regulations. Such compliance has increased, and will continue to increase our legal, accounting and financial compliance costs; make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls, internal control over financial reporting and other procedures that are designed to ensure information required to be disclosed by us in our consolidated financial statements and in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers.

Our current controls and any new controls we develop may become inadequate because of changes in conditions of our business. Additionally, to the extent we acquire other businesses, each acquired company may not have a sufficiently robust system of internal controls, and we may uncover new deficiencies. Weaknesses in our internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our results of operations, may result in a restatement of our consolidated financial statements for prior periods, may cause us to fail to meet our reporting obligations, could result in an adverse opinion regarding our internal control over financial reporting from our independent registered public accounting firm, and may lead to investigations or sanctions by regulatory authorities.

Section 404 of the Sarbanes-Oxley Act requires our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We are also required to have our independent registered public accounting firm attest to, and issue an opinion on, the effectiveness of our internal control over financial reporting. If we are unable to assert that our internal control over financial reporting is effective, or if, when required, our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A common stock to decline.

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Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and results of operations and could cause a decline in the price of our stock.

We have identified a material weakness in our internal control over financial reporting and if we are not able to remediate the material weakness, or if we identify additional material weaknesses in the future or otherwise fail to design and maintain effective internal control over financial reporting, then we may be unable to accurately report our results of operations, meet our reporting obligations or prevent misstatements due to fraud or error.

As disclosed in Part II, Item 9A of this Annual Report, management identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. We have concluded that due to the material weakness, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed in the reports required to be filed or submitted under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

If we fail to design and maintain effective internal control over financial reporting, there could be material misstatements in our consolidated financial statements that we may not be able to prevent or detect on a timely basis and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could limit our access to capital markets, adversely affect our results of operations and lead to a decline in the trading price of our common stock. Additionally, ineffective internal control over financial reporting could expose us to an increased risk of fraud or misappropriation of assets and subject us to potential delisting from the stock exchange on which we list or to other regulatory investigations and civil or criminal sanctions.

Risk Factors Related to the Proposed CoStar Group Mergers

The proposed CoStar Group Mergers are subject to the satisfaction of closing conditions, including government approvals, some or all of which may not be satisfied or completed within the expected timeframe, if at all.

Completion of the CoStar Group Mergers is subject to a number of closing conditions, including the absence of any law or order prohibiting the CoStar Group Mergers and other customary closing conditions. We can provide no assurance that all closing conditions will otherwise be satisfied (or waived, if applicable), and, even if all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the timing of the completion of the CoStar Group Mergers. Any adverse consequence of the pending CoStar Group Mergers could be exacerbated by any delays in completion of the CoStar Group Mergers or a termination of the CoStar Group Merger Agreement.

Each party’s obligation to consummate the CoStar Group Mergers is also subject to the accuracy of the representations and warranties of the other party (subject to customary materiality qualifications) and compliance in all material respects with the covenants and agreements contained in the CoStar Group Merger Agreement as of the closing of the CoStar Group Mergers, including, with respect to us, covenants to conduct our business and operations in the ordinary course of business consistent with past practice and to not engage in certain kinds of material transactions prior to closing. In addition, the CoStar Group Merger Agreement may be terminated under certain specified circumstances, including, but not limited to, in connection with a change in the recommendation of our Board of Directors to enter into an agreement for a Superior Proposal (as defined in the CoStar Group Merger Agreement). The obligations of the financing parties are subject to a number of customary conditions that must be satisfied prior to the completion of the CoStar Group Mergers. As a result, we cannot assure you that the CoStar Group Mergers will be completed, even though our stockholders approved the CoStar Group Merger Agreement, or that, if completed, the CoStar Group Mergers will be exactly on the terms set forth in the CoStar Group Merger Agreement or within the expected time frame.

We may not complete the proposed CoStar Group Mergers within the time frame we anticipate or at all, which could have an adverse effect on our stock price as well as our business, financial results and/or operations.

The proposed CoStar Group Mergers may not be completed within the expected timeframe, or at all, as a result of various factors and conditions, some of which may be beyond our control. If the CoStar Group Mergers are not completed for any reason, then our stockholders will not receive any payment for their shares of our common stock in connection with the CoStar Group Mergers. Instead, we will remain a public company, our common stock will continue to be listed and

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traded on Nasdaq and registered under the Exchange Act of 1934, as amended, and we will be required to continue to file periodic reports with the SEC. Moreover, our ongoing business may be materially adversely affected, and we would be subject to risks, including the following:

•We may experience negative reactions from the financial markets, including reactions that could have a negative impact on our stock price, and it is uncertain when, if ever, the price of the shares would return to the price at which the shares currently trade;

•we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting employees, customers, partners, suppliers and others with whom we do business;

•we will be required to pay certain significant costs relating to the CoStar Group Mergers, such as legal, accounting, financial advisory, printing and other professional services fees, which may relate to activities that we would not have undertaken other than in connection with the CoStar Group Mergers;

•we may be required to pay a cash termination fee to CoStar Group, as required under the CoStar Group Merger Agreement under certain circumstances;

•while the CoStar Group Merger Agreement is in effect, we are subject to restrictions on our business activities, including, among other things, restrictions on our ability to enter into, modify, amend, renew or terminate certain kinds of material contracts, which could prevent us from pursuing strategic business opportunities, taking actions with respect to our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may as a result materially adversely affect our business, results of operations and financial condition;

•matters relating to the CoStar Group Mergers require substantial commitments of time and resources by our management, which could result in the distraction of management from ongoing business operations and pursuing other opportunities that could have been beneficial to us; and

•we may commit significant time and resources to defending against any litigation that may be filed related to the CoStar Group Mergers.

•If the CoStar Group Mergers are not consummated, the risks described above may materialize, and they may have a material adverse effect on our business operations, financial results and stock price, particularly to the extent that the current market price of our common stock reflects an assumption that the CoStar Group Mergers will be completed.

We will be subject to various business uncertainties while the CoStar Group Mergers are pending that may cause disruption.

Our efforts to complete the CoStar Group Mergers could cause disruptions in, and create uncertainty surrounding, our business, which may materially adversely affect our results of operation and our business. Uncertainty as to whether the CoStar Group Mergers will be completed may affect our ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the CoStar Group Mergers are pending because employees may experience uncertainty about their roles following the CoStar Group Mergers. A substantial amount of our management’s and key employees’ attention is being directed toward the completion of the CoStar Group Mergers and thus is being diverted from our day-to-day operations. Uncertainty as to our future could adversely affect our business and our relationship with existing and potential customers, patients and suppliers. For example, customers, suppliers and other third parties may defer decisions concerning working with us or seek to change existing business relationships with us. Changes to or termination of existing business relationships could adversely affect our revenue, earnings and financial condition, as well as the market price of our common stock. The adverse effects of the pendency of the CoStar Group Mergers could be exacerbated by any delays in completion of the CoStar Group Mergers or termination of the CoStar Group Merger Agreement.

The CoStar Group Merger Agreement may be terminated under various circumstances, including in connection with a superior proposal, and we would incur fees and expenses in connection with such termination.

Under the terms of the CoStar Group Merger Agreement, we may be required to pay CoStar Group a termination fee under specified conditions, including in the event the Company terminates the CoStar Group Merger Agreement to enter into a Superior Proposal (as defined in the CoStar Group Merger Agreement). This payment could affect the structure, pricing and terms proposed by a third party seeking to acquire or merge with us and could discourage a third party from

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making a competing acquisition proposal, including a proposal that would be more favorable to our stockholders than the CoStar Group Mergers.

We have incurred, and will continue to incur, direct and indirect costs as a result of the CoStar Group Mergers.

We have incurred, and will continue to incur, significant costs and expenses, including regulatory costs, fees for professional services and other transaction costs in connection with the CoStar Group Mergers, for which we will have received little or no benefit if the CoStar Group Mergers are not completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. Many of these fees and costs will be payable by us even if the CoStar Group Mergers are not completed and may relate to activities that we would not have undertaken other than to complete the CoStar Group Mergers.

Litigation challenging the CoStar Group Mergers may increase costs and prevent the CoStar Group Mergers from being completed within the expected timeframe, or from being completed at all.

CoStar Group, Matterport and members of their respective boards of directors are currently and may in the future be parties to various claims and litigation related to the CoStar Group Merger Agreement or the CoStar Group Mergers. One of the conditions to completion of the CoStar Group Mergers is the absence of any injunction, order or award restraining or enjoining, or otherwise prohibiting, the consummation of the CoStar Group Mergers. Accordingly, if any complaint that has been or is subsequently filed challenging the CoStar Group Mergers and a plaintiff is successful in obtaining an order enjoining completion of the CoStar Group Mergers, then such order may prevent the CoStar Group Mergers from being completed, or from being completed within the expected time frame.

For example, on June 3, 2024, a purported Matterport stockholder filed a complaint in the U.S. District Court for the Northern District of California, captioned Andrew Rose v. Matterport, Inc., et al., Case No. 5:24-cv-3313 (the “Rose Action”), naming Matterport and each member of the Matterport Board as defendants. The complaint alleged that CoStar Group’s Form S-4 Registration Statement filed with the SEC on May 21, 2024 was materially misleading and omitted certain purportedly material information relating to the sales process, financial projections of Matterport and CoStar Group, the valuation analyses performed by Qatalyst Partners, and negotiations over the terms of post-transaction employment of certain Matterport employees. The complaint asserted violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against all defendants, and violations of Section 20(a) of the Exchange Act against the Company’s Board. The complaint sought, among other things, an injunction enjoining consummation of the CoStar Group Mergers, an order directing the individual defendants to issue a new Registration Statement, and an award of plaintiff’s costs of the action, including plaintiff’s reasonable attorneys’ and experts’ fees. On August 6, 2024, the Rose Complaint was voluntarily dismissed. Additionally, on July 9 and July 11, 2024, purported Matterport stockholders filed complaints in the New York Supreme Court, captioned Hamilton v. Matterport, Inc., et al., Case No. 653458/2024 (the “Hamilton Action”) and Scott v. Matterport, Inc., et al., Case No. 653515/2024 (the “Scott Action”), respectively. These complaints name Matterport and each member of the Matterport Board as defendants and allege, inter alia, that the proxy statement misrepresents or omits certain purportedly material information relating to financial projections for Matterport, the valuation analyses performed by Qatalyst Partners, and potential conflicts of interest faced by Matterport insiders. The complaints assert claims for common law negligent misrepresentation and common law negligence. The complaint seeks, among other things, an injunction enjoining consummation of the CoStar Group Mergers, damages, and an award of plaintiff’s costs of the action, including plaintiff’s reasonable attorneys’ and experts’ fees. Additionally, the plaintiffs in an already-pending action in the Delaware Court of Chancery, captioned Hanna, et al. v. Pittman, et al., Case No. C.A. No. 2024-0088-LWW (the “Hanna Action”) have filed an amended complaint, which alleges, inter alia, that the members of the Matterport Board breached their fiduciary duties by issuing a proxy statement which failed to disclose certain information concerning Matterport’s prior issuance of certain earn-out shares previously issued and the subsequent impact on the amount of the CoStar Group Merger Consideration that would have been received by the plaintiffs and other stockholders if those earn-out shares had not been issued. The amended complaint sought an injunction to enjoin the stockholder vote relating to the CoStar Group Mergers, and seeks, among other things, damages and an award of plaintiffs’ costs of the action, including reasonable attorneys’ and experts’ fees. The Plaintiffs in the Hanna Action have also filed a motion for a preliminary injunction seeking to enjoin the stockholder vote and a motion for expedited proceedings regarding the motion for a preliminary injunction. On July 11, 2024, the court denied Plaintiffs’ motion to expedite. Additionally, certain purported Matterport stockholders have delivered demand letters (the “Demands”) and a draft complaint alleging similar deficiencies or omissions regarding the disclosures made in the Registration Statement, and/or requesting relevant books and records. On July 25, 2024, one such purported Matterport stockholder filed suit in the Delaware Court of Chancery, captioned Layton v. Matterport, Inc., Case No. 2024-0792 (the “Layton Action”). On July 29, 2024, the Delaware Court of Chancery stayed the action at the request of plaintiff’s counsel during the pendency of the CoStar Group Mergers. Matterport notes that: (i) the Hanna Action, the Hamilton Action, the Scott Action, or the Layton Action may be amended; (ii) additional, similar complaints may be filed; or (iii) additional demand letters may be delivered. These events could

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prevent or delay completion of the CoStar Group Mergers and result in additional costs to Matterport. Matterport believes that the Rose Action, the Hanna Action, the Hamilton Action, the Scott Action, the Layton Action and the demand letters are without merit and intends to vigorously defend against them. Litigation could be time consuming and expensive, could divert the attention of CoStar Group’s and Matterport’s management away from their regular businesses, and, if adversely resolved against either CoStar Group or Matterport or their respective directors, could have a material adverse effect on CoStar Group’s and Matterport’s respective financial condition.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Our cybersecurity policies, standards, processes, and practices are fully integrated into the Company’s risk management and incident response program and are based on recognized frameworks established by the National Institute of Standards and Technology (NIST), the American Institute of Certified Public Accountants (AICPA), the International Organization for Standardization (ISO) and other applicable industry standards. We take a multi-layered approach to cybersecurity, continually updating, innovating, and refining our security practices, policies and procedures to mitigate risk, meet new industry standards and address the evolving threat landscape. The overall cybersecurity program is modeled on the NIST Cybersecurity Framework and customized to meet our specific needs.

Governance: Our Board of Directors, in coordination with the Audit Committee, oversees the Company’s risk management process, including the management of risks arising from cybersecurity threats. The Board and the Audit Committee each receive regular presentations and reports on cybersecurity risks, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to the Company’s peers and third parties. The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, and ongoing updates regarding any such incident until it has been addressed.

Security Leadership and Function Team: Our Chief Technology Officer (“CTO”) oversees our Security organization, which is a team of people dedicated to keeping company and personal information and systems safe from unauthorized alteration, disclosure, destruction and intrusion. Our Security Steering Committee is made up of our CTO, members of our Information Security Team, and key individuals depending on the risk being addressed. The Security Steering Committee meets quarterly to review security risks and discuss upcoming priorities. The CTO, in coordination with the Security Steering Committee, works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats, lower risk of a cybersecurity incident, and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response and recovery plans. To facilitate the success of the Company’s cybersecurity risk management program, multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents. We continue to invest in enterprise-grade certification of our practices. In the event of an incident, we intend to follow our detailed incident response protocol, which outlines the steps to be followed from incident detection, investigation, mitigation, recovery and communication including notifying functional areas, senior leadership and the Board, as appropriate.

Our cybersecurity program is focused on the following key areas:

Collaborative Approach: Our cybersecurity program leverages a defense-in-depth strategy to proactively identify and remediate threats. The Company has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

Physical, Administrative, and Technical Safeguards: The Company deploys appropriate safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including endpoint security, intrusion prevention and detection systems, anti-malware functionality, and access controls, which are evaluated and improved through vulnerability assessments, penetration tests, and cybersecurity threat intelligence.

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Incident Response and Recovery Planning: We established and maintain comprehensive incident response and recovery policies and procedures that fully address the Company’s response to a cybersecurity incident, and such plans are tested and evaluated on a regular basis. We build resilience into our business model and roadmap, and work to avoid cybersecurity incidents. If an issue does occur, we rapidly identify and resolve it through our formalized incident response program designed to help us quickly detect, respond to and recover from any incident.

Third-Party Risk Management: We maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.

Education and Awareness: All employees must complete mandatory, annual comprehensive security awareness training. Our Security organization updates the training to address emerging threats and trends. We also conduct periodic phishing and other social engineering simulations to test our defenses and offer focused phishing training for those who may require additional education.

In addition, we also perform the periodic assessment and testing of the Company’s policies, standards, processes and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including internal validation and external audits, risk assessments, penetration tests, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. The Company regularly engages third parties to perform assessments on our cybersecurity measures, including SOC2 reporting, SOX IT audits, and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Security Steering Committee and the Audit Committee. The Company adjusts its cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and threat intelligence. The Company is unaware of any cybersecurity threats that have materially affected or are reasonably likely to impact it.

Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See the risk factor, entitled “We rely significantly on the use of information technology. Cybersecurity risks – any technology failures causing a material disruption to operational technology or cyber-attacks on our systems affecting our ability to protect the integrity and security of customer and employee information – could harm our reputation and/or could disrupt our operations and negatively impact our business” in Item 1A - Risk Factors.

Item 2. Properties

Matterport’s corporate headquarters are located at 352 East Java Drive, Sunnyvale, California 94089, where we occupy approximately 13,822 square feet of leased office space, excluding leases we have ceased to use. Our original lease of this facility expires in February 2025, and we entered an amendment to extend the facility for six months until August 31, 2025. We believe the existing facilities are in good operating condition and adequate to meet our existing needs.

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Item 3. Legal Proceedings

Since the Brown judgment, other former Legacy Matterport stockholders have filed similar complaints (the “Post-Brown Complaints”) in the Delaware Court of Chancery alleging that such stockholders were prevented from trading their Matterport shares through invalid transfer restrictions, and seeking damages for the harm to the plaintiffs. These complaints were filed as follows: on July 19, 2024 by Damien Leostic and William Schmitt; on August 16, 2024 by Greg Coombe; on September 19, 2024 by Build Legacy LLC, Build the Future Trust under agreement dated November 16, 2023, Penchant Capital LLC, Penchant Trust, and iRobot Corporation. On September 16, 2024, Kimberly Burdi-Dumas, a former Matterport employee, filed a putative class action complaint on behalf of all persons or entities who were stockholders of Legacy Matterport as of July 21, 2021, and who, pursuant to the Gores Transaction, were thereafter issued and held Matterport shares that were improperly restricted from being sold until January 18, 2022. On November 26, 2024, Schmitt amended his complaint to bring a class action on behalf of former members of Matterport, Inc. who did not receive their shares immediately following the closing of Gores Transaction. On December 6, 2024, the Burdi-Dumas complaint was amended to include a second plaintiff, Janet Day, and additional claims. On February 7, 2025, the plaintiffs in the post-Brown Complaints provided the Company with a proposed order consolidating the complaints described below with Schmitt being the lead plaintiff. The Company has not yet answered the Post-Brown Complaints. Given the early stage of the cases, the Company is unable to estimate the reasonably possible loss or range of loss that may result from the matters.

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On February 1, 2024, two stockholders, Laurie Hanna and Vasana Smith (collectively “Plaintiffs”) filed a complaint derivatively on behalf of Matterport, Inc. against R.J. Pittman, Michael Gustafson, Peter Hebert, James Krikorian, James Daniel Fay, David Gausebeck, Japjit Tulsi, Judi Otteson, Jay Remley, and numerous stockholders of Matterport, Inc. (collectively “Hanna and Smith Defendants”) in the Delaware Court of Chancery. The complaint alleges that the issuance of 23,460,000 earn-out shares worth $225 million was a breach of fiduciary duty and an act of corporate waste, which unjustly enriched recipients of the earn-out shares at the expense of Matterport and its common stockholders. Specifically, the Plaintiffs allege that issuance of the earn-out shares violated the February 7, 2021 Agreement and Gores Merger Agreement pursuant to which Legacy Matterport and Gores Holding VI, a publicly listed special purpose acquisition company, and two Gores subsidiaries merged, providing Legacy Matterport stockholders with shares of the surviving public company which took the name Matterport. The complaint seeks disgorgement of all unjust enrichment by the Hanna and Smith Defendants, an award of compensatory damages to Matterport, an award of costs and disbursements to the Plaintiffs, as well as a declaration that Plaintiffs may maintain the action on behalf of Matterport and that Plaintiffs are adequate representatives of Matterport, and a finding that demand on the Matterport board is excused as futile. On June 24, 2024, the Plaintiffs filed an amended complaint, which alleges, inter alia, that the members of the Matterport board breached their fiduciary duties by issuing a proxy statement which failed to disclose certain information concerning Matterport’s prior issuance of certain earn-out shares previously issued and the subsequent impact on the amount of the CoStar Group Merger Consideration that would have been received by the plaintiffs and other stockholders if those earn-out shares had not been issued. The amended complaint sought an injunction to enjoin the stockholder vote relating to the Company’s proposed transaction with CoStar Group, and seeks, among other things, damages, and an award of plaintiffs’ costs of the action, including reasonable attorneys’ and experts’ fees. The Plaintiffs in the Hanna Action filed a motion for a preliminary injunction seeking to enjoin the stockholder vote and a motion for expedited proceedings regarding the motion for a preliminary injunction. On July 11, 2024, the court denied Plaintiffs’ motion to expedite.

On June 3, 2024, a purported Matterport stockholder filed a complaint in the U.S. District Court for the Northern District of California, captioned Andrew Rose v. Matterport, Inc., et al., naming Matterport and each member of the Matterport board as defendants (the “Rose Complaint”). The complaint alleged that CoStar Group’s Form S-4 Registration Statement filed with the SEC on May 21, 2024 was materially misleading and omitted certain purportedly material information relating to the sales process, financial projections of Matterport and CoStar Group, the valuation analyses performed by Qatalyst Partners, and negotiations over the terms of post-transaction employment of certain Matterport employees. The complaint asserted violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against all defendants, and violations of Section 20(a) of the Exchange Act against the Company’s board. The complaint sought, among other things, an injunction enjoining consummation of the CoStar Group Mergers, an order directing the individual defendants to issue a new Registration Statement, and an award of plaintiff’s costs of the action, including plaintiff’s reasonable attorneys’ and experts’ fees. On August 6, 2024, the Rose Complaint was voluntarily dismissed.

Additionally, on July 9, and July 11, 2024, purported Matterport stockholders filed complaints in the New York Supreme Court, captioned Hamilton v. Matterport, Inc., et al., Case No. 653458/2024 (the “Hamilton Action”) and Scott v. Matterport, Inc., et al., Case No. 653515/2024 (the “Scott Action”), respectively. These complaints name Matterport and each member of the Matterport board as defendants and allege, inter alia, that the notice of special meeting of stockholders and definitive proxy statement on Schedule 14A, dated June 10, 2024 misrepresents or omits certain purportedly material information relating to financial projections for Matterport, the valuation analyses performed by Qatalyst Partners, and potential conflicts of interest faced by Matterport insiders. The complaints assert claims for common law negligent misrepresentation and common law negligence. The complaints seek, among other things, an injunction enjoining consummation of the CoStar Group Mergers, damages, and an award of plaintiff’s costs of the action, including plaintiff’s reasonable attorneys’ and experts’ fees. In addition to the Hamilton and Scott Actions, Matterport has received additional demand letters alleging similar deficiencies or omissions regarding the disclosures made in the Registration Statement, and requesting relevant books and records. On July 25, 2024, one such purported Matterport stockholder filed suit in the Delaware Court of Chancery, captioned Layton v. Matterport, Inc., Case No. 2024-0792 (the “Layton Action”). On July 29, 2024, the Delaware Court of Chancery stayed the action at the request of plaintiff’s counsel during the pendency of the CoStar Group Mergers. Matterport notes that: (i) the Hanna Action, the Hamilton Action, the Scott Action, or the Layton Action may be amended; (ii) additional, similar complaints may be filed; or (iii) additional demand letters may be delivered. These events could prevent or delay completion of the Mergers and result in additional costs to Matterport. Matterport believes that the Hanna Action, the Hamilton Action, the Scott Action, the Layton Action and the demand letters are without merit and intends to vigorously defend against them.

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On May 11, 2020, Redfin Corporation (“Redfin”) was served with a complaint by Appliance Computing, Inc. III, d/b/a Surefield (“Surefield”), filed in the United States District Court for the Western District of Texas, Waco Division. In the complaint, Surefield asserted that Redfin’s use of Matterport’s 3D-Walkthrough technology infringes four of Surefield’s patents. Redfin has asserted defenses in the litigation that the patents in question are invalid and have not been infringed upon. We have agreed to indemnify Redfin for this matter pursuant to our existing agreements with Redfin. The parties have vigorously defended against this litigation. The matter went to jury trial in May 2022 and resulted in a jury verdict finding that Redfin had not infringed upon any of the asserted patent claims and that all asserted patent claims were invalid. Final judgment was entered on August 15, 2022. On September 12, 2022, Surefield filed post trial motions seeking to reverse the jury verdict. Redfin has filed oppositions to the motions. In addition, on May 16, 2022, the Company filed a declaratory judgment action against Appliance Computing III, Inc., d/b/a Surefield, seeking a declaratory judgment that the Company had not infringed upon the four patents asserted against Redfin and one additional, related patent. The matter is pending in the Western District of Washington and captioned Matterport, Inc. v. Appliance Computing III, Inc. d/b/a Surefield, Case No. 2:22-cv-00669 (W.D. Wash.). Surefield has filed a motion to dismiss or in the alternative transfer the case to the United States District Court for the Western District of Texas. The Company filed an opposition to the motion. On August 28, 2023, the Court denied Surefield’s motion to dismiss the Washington case but stayed the action pending the resolution of the Texas case. On October 7, 2024, the Texas court appointed a technical advisor to assist the court with post-trial motions. On February 20, 2025, the Texas court denied Surefield’s post-trial motions seeking to reverse the jury verdict.

On July 24, 2024, Vinatha Kutagula, the Company’s former Chief Customer Officer, filed a complaint against the Company in the Superior Court of the State of California, County of Santa Clara alleging unlawful retaliation and wrongful termination. On December 11, 2024, the Court granted the Company’s motion to compel arbitration. On August 30, 2024, the Company received notice that Ms. Kutagula had filed a complaint with the U.S. Department of Labor with similar allegations. The Company responded to the Department of Labor on October 17, 2024. On January 31, 2025, the Company was informed that Ms. Kutagula submitted a rebuttal to the Department of Labor on November 7, 2024 to which the Company filed a response on February 17, 2025. On December 10, 2024, the Company received notice that Ms. Kutagula had filed a discrimination complaint with the California Civil Rights Department and the U.S. Equal Employment Opportunity Commission (EEOC). The Company submitted its response on January 20, 2025.

Item 4. Mine Safety Disclosures

Not applicable.

Information About Our Executive Officers

Current executive officers and key employees of the Company, their ages, current positions and business experience are as follows:

Name

Age

Position

Executive Officers

R.J. Pittman

Chief Executive Officer and Chairman

James D. Fay

Chief Financial Officer

Peter Presunka

Chief Accounting Officer

Jay Remley

Chief Revenue Officer

Japjit Tulsi

Chief Technology Officer

Matthew Zinn

Chief Legal Officer

Key Employees

Jean Barbagelata

Chief People Officer

David Gausebeck

Chief Scientist

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Executive Officers

R.J. Pittman. Mr. Pittman serves as Chief Executive Officer of Matterport and as a Class I member and Chairman of the Matterport board. Mr. Pittman has served as Chief Executive Officer of Matterport and as a member of its board of directors since July 2021, and previously served as Chief Executive Officer and as a member of the board of directors of Legacy Matterport since December 2018. Over the past 25 years, Mr. Pittman has held senior leadership positions at eBay, Apple and Google, creating industry-changing Internet software companies and transformational products to accelerate the revolution of the digital economy. Prior to joining Matterport, Mr. Pittman was the Chief Product Officer at eBay from 2013 to July 2018. He led the global brand for one of the most recognized companies in the world as the driving force behind the look, feel, and functionality of the eBay marketplace. Mr. Pittman also served as a co-founder and Chief Executive Officer of several startups, including Groxis, the advanced search engine technology company that created the industry’s first graphical information interface used by hundreds of prominent content services, including Google, Yahoo, and Amazon from 2001 to April 2006. Mr. Pittman has served on the Board of Directors of Jyve Corporation, a business optimization platform and talent marketplace, since 2018. Mr. Pittman holds a B.S. in Computer Engineering from the University of Michigan and an M.S. in Engineering- Economic Systems from Stanford University. We believe that Mr. Pittman is qualified to serve on the board of the Company because he has the long- term vision for Matterport and due to his operational and historical expertise gained from serving as Legacy Matterport’s Chief Executive Officer since December 2018.

James D. Fay. Mr. Fay serves as Chief Financial Officer of Matterport. Mr. Fay has served as Matterport’s Chief Financial Officer since July 2021 and served as the Chief Accounting Officer from October 2021 until December 2021, and Mr. Fay previously served as Chief Financial Officer of Legacy Matterport since September 2017. Mr. Fay has more than 25 years of experience as a globally-focused senior executive, lawyer and advisor for venture-backed and public technology companies and is responsible for Matterport’s financial management and strategy, as well as legal and information technology matters. Prior to joining Matterport, Mr. Fay served as the Chief Financial Officer of View from September 2013 to September 2017, where he was responsible for managing financial, legal, human resources and other operational matters. Mr. Fay also served as Chief Financial Officer and General Counsel of NeoPhotonics Corporation from January 2009 to September 2013. Mr. Fay served as a strategic advisor to Sierra Instruments from March 2016 to May 2019 and as an advisory board member of Top Time Corp. from September 2006 to February 2018. On October 22, 2024, Mitek Inc. announced the appointment of Mr. Fay to its Board of Directors. Mr. Fay holds a B.A. in International Business and a B.A. in French Language from North Central College, and a J.D. from Harvard Law School.

Peter Presunka. Mr. Presunka serves as Chief Accounting Officer of Matterport. Mr. Presunka has served in this position since December 2021. Prior to serving as Chief Accounting Officer of Matterport, Mr. Presunka worked as a Contractor and Director of Technical Accounting Services at SOAProjects, Inc. since 2018. Before entering this role, Mr. Presunka served as a Commercial LED Controller for Lumileds LLC from January 2016 and as a Corporate Controller at NEXTracker from August 2015 to December 2016. Mr. Presunka also served as a Corporate Controller for Nanometrics from 2008 to 2011. Mr. Presunka holds a B.S. in Engineering Physics from McMaster University, an M.B.A. in Finance from McMaster University and a Masters in Accounting Taxation from San Jose State University.

Jay Remley. Mr. Remley serves as Chief Revenue Officer of Matterport. Mr. Remley has served as Matterport’s Chief Revenue Officer since July 2021, and previously served as Chief Revenue Officer of Legacy Matterport since July 2019. Mr. Remley has more than 20 years of business development, sales and operations experience. He has built and led global go-to-market teams from startups to Fortune 100 companies. Mr. Remley served as the Chief Revenue Officer of PredictSpring Inc. from January 2018 to October 2018 and prior to that spent nearly eight years at Google LLC in various executive roles, including the Global Director for Google Cloud, where he led regional and global business teams across Google Commerce and Google Cloud, and served as Global Director of Google Maps. Prior to Google, Jay served as the Vice President of Product Management and Business Development at Seagate Technology, from September 2008 to June 2010, where he led global sales operations before establishing and building the Seagate SaaS business. Mr. Remley has served as the Chairman of the Board of Directors of the Lupus Foundation of Northern California since 2007 and serves as an executive advisor to AMPEL BioSolutions, LLC and DxTerity. Mr. Remley holds a B.S. in Aviation from San Jose State University and an M.B.A. in Operations Management Information Systems from Santa Clara University.

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ownership. Mr. Tulsi also served as the Vice President of Engineering of eBay Inc. from January 2015 to June 2018, where he led engineering for new product technology and development, including eBay’s AI-powered shopping assistant, ShopBot. Prior to that he held executive leadership positions at Microsoft - Product Ads and Google—Google Analytics and YouTube long form media. Mr. Tulsi has served on the Board of Directors of Grassroots Ecology since 2019 and previously served on the Board of Directors of Acterra from April 2014 to June 2019. Mr. Tulsi holds a Bachelor’s Degree from Panjab University.

Matthew Zinn. Mr. Zinn serves as Chief Legal Officer of Matterport. Mr. Zinn has served in this position since December 2022. Prior to his time as Chief Legal Officer of Matterport, Mr. Zinn served as General Counsel and Chief Legal Officer at 8x8, Inc. from 2018 through 2022. Prior to this role, Mr. Zinn was General Counsel and Secretary at Jaunt, Inc. Before joining Jaunt, Inc., Mr. Zinn served as Senior Vice President, General Counsel, Secretary, and Chief Privacy Officer at TiVo, Inc. for over 16 years. Mr. Zinn holds a J.D. from George Washington University National Law Center and earned his B.A. in political science from the University of Vermont.

Key Employees

Jean Barbagelata. Ms. Barbagelata serves as Chief People Officer of Matterport. Ms. Barbagelata has served as Matterport’s Chief People Officer since July 2021, and previously served as Chief People Officer of Legacy Matterport since August 2017. Ms. Barbagelata is responsible for building an incredible team and culture at Matterport. Ms. Barbagelata has more than 20 years of experience with rapidly expanding companies domestically and around the world, serving as a strategic business partner to leadership teams. Prior to Matterport, Ms. Barbagelata was the Vice President of People and Places at The RealReal from May 2015 to August 2017, where she developed and executed human resources strategies in support of the company’s doubled year-over-year growth. Ms. Barbagelata has also held human resources leadership roles with Salesforce, PeopleSoft, and Oracle. Ms. Barbagelata holds a B.S. in Business from the University of Wisconsin, Madison.

David Gausebeck. Mr. Gausebeck serves as Chief Scientist of Matterport. Mr. Gausebeck has served as Chief Scientist of Matterport since July 2021. Mr. Gausebeck is a co-founder of Legacy Matterport and previously served as the Chief Scientist and as a member of its board of directors since its founding in 2011 to July 2021. As one of Legacy Matterport’s founders, he developed much of the computer vision technology that Matterport employs and continues to develop and improve algorithms as he manages the technological research and operations for Matterport. Prior to founding Matterport, Mr. Gausebeck served as a Staff Technical Architect at PayPal, Inc. from August 1999 to January 2008 where he helped build the core back-end security systems as well as the first commercial implementation of a CAPTCHA. Mr. Gausebeck holds a B.S. in Computer Science from the University of Illinois at Urbana-Champaign.

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Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information for Common Stock

Our common stock has been listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “MTTR,” since July 22, 2021. Prior to that date, there was no public trading market for our common stock or warrants. Our warrants were listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “MTTRW” from July 22, 2021 until January 14, 2022.

Holders of Record

As of February 24, 2025, there were approximately 327,624,104 shares of common stock outstanding with 141 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. As of February 24, 2025, there were approximately 1,707,886 private warrants to purchase common stock outstanding, with 8 holders of record, respectively.

Dividend Policy

We have never declared or paid, and do not anticipate declaring or paying in the foreseeable future, any cash dividends on our capital stock. Prior to the Gores Merger, GHVI had not paid any dividends on its common stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to applicable laws, and will depend on then existing business conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

Stock Performance Graph

The stock performance graph and related information presented below is not deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934 and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into such a filing.

The following graph compares the cumulative total stockholder return on our shares, the Russell 2000 Index, and the S&P Small Cap 600 Index. The graph assumes that $100 was invested in our MTTR shares, the Russell 2000 Index, and the S&P Small Cap 600 Index on February 2, 2021 and calculates the annual return through December 31, 2024. The stock price performance on the following graph is not necessary indicative of future stock price performance.

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Company/Index	01/01/2021		12/31/2021	12/31/2022	12/31/2023	12/31/2024
Matterport, Inc.	$	100	195	26	25	45
S&P Small Cap 600	$	100	125	103	118	126
Russell 2000	$	100	114	89	103	113

Recent Sales of Unregistered Equity Securities

None.

Issuer Purchases of Equity Securities

None.

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information that Matterport’s management believes is relevant to an assessment and understanding of Matterport’s consolidated results of operations and financial condition. The discussion should be read together with our audited consolidated financial statements as of and for the years ended December 31, 2024, 2023, and 2022 and the accompanying notes, and other financial information included elsewhere within this Annual Report on Form 10-K. This discussion may contain forward-looking statements based upon Matterport’s current expectations, estimates and projections that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed under “Risk Factors”, “Cautionary Statement Regarding Forward-Looking Statements” and other disclosures included in this Annual Report on Form 10-K. Unless the context otherwise requires, all references in this section to “we,” “our,” “us,” “the Company” or “Matterport” refer to the business of Matterport, Inc., a Delaware corporation, and its subsidiaries.

Overview

Matterport’s pioneering technology platform uses spatial data collected from a wide variety of digital capture devices to transform physical buildings and spaces into dimensionally accurate, photorealistic digital twins that provide our subscribers access to valuable building information and insights. For more than a decade, our platform has set the standard for digitizing, accessing and managing buildings, spaces and places online. This has resulted in the world’s largest and most accurate library of spatial data with more than 50.7 billion square feet digitized to date. We deliver value to our customers by leveraging proprietary artificial intelligence (“AI”) insights to enhance customer experiences, improve operational efficiency, lower costs associated with promoting and operating buildings and accelerate business. We believe the digitization and datafication of the built world will fundamentally change the way people interact with buildings and the physical spaces around them.

The world is rapidly moving from offline to online. Digital transformation has made a powerful and lasting impact across every business and industry today. Nevertheless, the global building stock remains largely offline today, and we estimate that less than 0.1% is penetrated by digital transformation. We were among the first to recognize the increasing need for digitization of the built world and the power of spatial data, the unique details underlying buildings and spaces, in facilitating the understanding of buildings and spaces. With approximately 14.1 million spaces under management as of December 31, 2024, we are continuing to penetrate the estimated $327 trillion global building stock and expand our footprint across various end markets, including residential and commercial real estate, facilities management, retail, architecture, engineering and construction (“AEC”), insurance and repair, and travel and hospitality. We estimate our total addressable market to be more than four billion buildings and 20 billion spaces globally, yielding a more than $240 billion market opportunity.

We believe the total addressable market for the digitization and datafication of the built world could expand beyond $1 trillion as our spatial data platform continues to grow, powered by the following:

•Bringing offline buildings online: Traditionally, our customers needed to conduct site visits in-person to understand and assess their buildings and spaces. With the AI-powered capabilities of Cortex, our proprietary AI software engine, the world’s building stock can move from offline to online and be accessible to our customers real-time and on demand from anywhere.

•Driven by spatial data: Cortex uses the breadth of the billions of data points we have accumulated over the years to improve the 3D accuracy of our digital twins. Our sophisticated algorithms also deliver significant commercial value to our subscribers by generating data-based insights that allow them to confidently make assessments and decisions about their properties. With approximately 14.1 million spaces under management as of December 31, 2024, our spatial data library is the clearinghouse for information about the built world.

•Powered by AI and ML: Artificial intelligence (“AI”) and machine learning (“ML”) technologies effectively utilize spatial data to create a robust virtual experience that is dynamic, realistic, interactive, informative and permits multiple viewing angles. AI and ML also make costly cameras unnecessary for everyday captures—subscribers can now capture their spaces by simply tapping a button on their smartphones. As a result, Matterport is a device agnostic platform, helping us more rapidly scale and drive towards our mission of digitizing and indexing the built world.

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Overview of Transaction with CoStar Group

On July 3, 2024, Matterport and CoStar Group each received a request for additional information and documentary materials (the “Second Request”) from the Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the CoStar Group Mergers. The effect of the Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), until 30 days after Matterport and CoStar Group have each substantially complied with their respective second requests, unless that period is extended or terminated sooner by the FTC. Matterport and CoStar Group certified they were in substantial compliance with the Second Request in November 2024 and January 2025, respectively, and the waiting period has expired. Each of Matterport and CoStar Group continue to work cooperatively with the FTC in its review of the transaction and expect that the transaction will be completed in the first quarter of 2025, subject to the satisfaction or waiver of the other closing conditions specified in the CoStar Group Merger Agreement. If the CoStar Group Mergers are consummated, the Common Stock will be delisted from the Nasdaq Global Market and deregistered under the Securities Exchange Act of 1934, as amended.

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Agreement is terminated under specified circumstances, including, among others: if certain antitrust approvals are not obtained or a governmental order related to antitrust or competition matters prohibits the consummation of the transaction.

Impacts of Macroeconomic and Geopolitical Conditions and Other Factors on our Business

We are being impacted by uncertain macroeconomic and geopolitical conditions. These conditions include but are not limited to inflation, foreign currency fluctuations, slowing of economic activity around the globe, a significant trade disruption or the establishment or increase of any tariffs, unstable global credit markets and financial conditions, in part due to rising interest rates, and cautious consumer spending. In addition, the escalating tensions between Taiwan and China, the war in Ukraine and the Israeli-Palestinian military conflict have further increased existing global economic challenges, including supply chain, logistics, and inflationary challenges. Such global or regional economic and political conditions adversely affect demand for our products. These conditions could have an impact on our suppliers, causing increases in cost of materials and higher shipping and transportation rates, and as a result impact the pricing of our products. We purchase certain products and key hardware components from a limited number of sources, including in some cases only a single supplier for some products and components, and depend on the supply chain, including freight, to receive components, transport finished goods and deliver our products across the world. The industry-wide global supply chain challenges, including with respect to manufacturing, transportation and logistics, could impact our operational and financial performance adversely, including impacts on our subscribers and their spending habits, could impact our marketing efforts, and affect our suppliers. If macroeconomic and geopolitical conditions do not improve or if they worsen, then our results of operations may be negatively impacted. Our cost-restructuring efforts are helping us to improve our operational excellence and to mitigate the impact of these macroeconomic and geopolitical conditions.

For additional information, Part I Item 1A "Risk Factors.”

In July 2023, we initiated a restructuring plan (the “2023 Plan”) to improve our operational cost structure and accelerate the timeline to profitability. This included a workforce reduction of approximately 30% and the cease use of certain lease office spaces. The Company completed all actions under the 2023 Plan as of December 31, 2023.

Total restructuring costs associated with the 2023 Plan impacted cost of revenue and operating expenses in the consolidated statement of operations. No significant restructuring charges were incurred during the year ended December 31, 2024. Restructuring charges during the year ended December 31, 2023 were as follows (in thousands):


	Severance and Other Personnel Costs		Office Space Reductions		Total
Cost of revenue - Subscription	$	5	$	—	$	5
Cost of revenue - Services	167		—		167
Cost of revenue - Product	183		—		183
Cost of revenue	355		—		355
Research and development	669		274		943
Selling, general, and administrative	2,311		687		2,998
Total restructuring charge	$	3,335	$	961	$	4,296

Refer to Note 14 to our consolidated financial statements for further information on our restructuring charges.

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Our Business Model

We generate revenue by selling subscriptions to our AI-powered spatial data platform to customers, selling capture devices (including our Pro3 and Pro2 cameras) and by providing services to customers from our technicians and through in-application purchases. We are focused on driving substantial annual growth in subscription revenue, product and services revenue.

We serve customers of all sizes, at every stage of maturity, from individuals to large enterprises, and we see opportunities for growth across all of our customer segments. We are particularly focused on increasing sales efficiency, driving customer growth, and recurring revenue growth from large enterprises.

Subscription Revenue

Our AI-powered spatial data platform creates high-fidelity and high-accuracy digital twins of physical spaces and generates valuable data analytics and insights for customers. We derive subscription revenue from the sale of subscription plans to subscribers of all sizes ranging from individuals to large enterprises.

Our subscription plans are priced from free to custom plans tailored to meet the needs of larger-scale businesses. Our standard subscription plans for individuals and small businesses range from a free online Matterport account with a single user and a single active space that can be captured with an iPhone or an Android smartphone to multiple-user accounts that provide for the capture of unlimited active spaces. The pricing of our subscription plans increases as the number of users and active spaces increase. The wide variety and flexibility of our subscription plans enable us to retain existing subscribers and grow our subscriber base across diverse end markets, with particular focus on large enterprise subscribers. Subscription revenue accounted for approximately 59%, 55%, and 54% of our total revenue for the years ended December 31, 2024, 2023, and 2022, respectively.

The majority of our subscription services are billed either monthly or annually in advance and are typically non-refundable and non-cancellable. Consequently, for month-to-month subscriptions, we recognize the revenue monthly, and for annual or longer subscriptions, we record deferred revenue on our consolidated balance sheet and recognize the deferred revenue ratably over the subscription term.

Services Revenue

Most of our customers are able to utilize the Pro3 Camera, Pro2 Camera or other compatible capture devices to capture digital twins without external assistance, as the camera is relatively easy to configure and requires minimal training. However, our customers sometimes may also request professional assistance with the data capture process. We generate professional services revenue from Matterport Capture Services, a fully managed solution for enterprise subscribers worldwide that require on-demand scheduling of experienced and reliable Matterport professionals to capture their properties. In addition, we derive services revenue from in-app purchases, made by subscribers using our smartphone applications or by logging in to their subscriber account. In July 2022, we completed the acquisition of VHT, Inc., known as VHT Studios (“VHT”), a U.S.-based real estate marketing company that offers brokerages and enterprise digital solutions to promote and sell properties, which expands Matterport Capture Services by bringing together Matterport digital twins with professional photography, drone capture, and marketing services. Services revenue accounted for approximately 24%, 24%, and 20% of our total revenue for the years ended December 31, 2024, 2023, and 2022, respectively.

Product Revenue

We offer a comprehensive set of solutions designed to provide our customers with access to state-of-the-art capture technology that produces the high-quality data necessary to process images into dimensionally accurate digital twins. We derive product revenue from sales of our innovative 3D capture product. Our product line includes the Pro3 Camera, Pro2 Camera, and Matterport Axis.

Pro3 Camera: In August 2022, we launched and began shipment of our Pro3 Camera along with major updates to our industry-leading digital twin cloud platform. The Matterport Pro3 Camera is an advanced 3D capture device, which includes faster boot time, swappable batteries, and a lighter design. The Pro3 camera can perform both indoors and

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outdoors and is designed for speed, fidelity, versatility, and accuracy. Along with our Pro2 Camera, we expect that future sales of our Pro3 Camera will continue to drive increased adoption of our solutions.

Pro2 Camera: The Pro 2 Camera has played an integral part in shaping the 3D building and property visualization ecosystem, which has driven adoption of our solutions and has generated the unique high-quality and scaled data set that has enabled Cortex to become the pioneering software engine for digital twin creation.

Matterport Axis: A cost-effective, hands-free motor-mount accessory for smartphones.

Product revenue accounted for approximately 17%, 21%, and 26% of our total revenue for the years ended December 31, 2024, 2023, and 2022, respectively.

Key Metrics

We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions. The calculation of the key metrics discussed below may differ from other similarly titled metrics used by other companies, analysts, investors and other industry participants.

Spaces Under Management

We track the number of spaces that have been captured and filed on the Matterport platform, which we refer to as spaces under management, because we believe that the number of spaces under management is an indicator of market penetration and the growth of our business. A space can be a single room or building, or any one contiguous capture of a discrete area, and is composed of a collection of imagery and spatial data that is captured and reconstructed in a dimensionally accurate digital twin of the captured space. For tracking purposes, we treat each captured and filed space as a unique file or model. We have a history of growing the number of our spaces under management and, as of December 31, 2024, we had approximately 14.1 million spaces under management. The scale of our spaces under management allows us to directly monetize each space managed for our paid subscribers as well as increase our ability to offer new and enhanced services to subscribers, which in turn provides us with an opportunity to convert subscribers from free subscription plans to paid plans. We believe our spaces under management will continue to grow as our business expands with our current customers and as we add new free and paid subscribers.

The following chart shows our spaces under management for each of the periods presented (in millions):


	Year ended December 31,
		2024	2023	2022
Spaces under management		14.1	11.7	9.2

Total Subscribers

We believe that our ability to increase the number of subscribers on our platform is an indicator of market penetration, growth of our business and future revenue trends. For purposes of our business, a “subscriber” is an individual or entity that has signed up for a Matterport account during the applicable measurement period. We include both free and paid subscribers in our total subscriber count. We refer to a subscriber that has signed up for a free account and typically captures only one free space allocated to the account as a “free subscriber.” We refer to a subscriber that has signed up for one of our paid subscription levels and typically captures at least one space as a “paid subscriber.” Our paid subscribers typically enter into monthly subscriptions with us. We generally consider a single organization to be a single subscriber if the organization has entered into a discrete enterprise agreement with us, even if the organization includes multiple divisions, segments or subsidiaries that utilize our platform. If multiple individuals, divisions, segments or subsidiaries within an organization have each entered into a discrete subscription with us, we consider each individual account to be a separate subscriber.

We believe the number of paid subscribers on our platform is an important indicator of future revenue trends, and we believe the number of free subscribers on our platform is important because free subscribers may over time become paid subscribers on our platform and are therefore another indicator of our future revenue trend. We continue to demonstrate strong growth in the number of free and paid subscribers on our platform as indicated by our results for the year ended December 31, 2024.

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The following chart shows the number of our free subscribers, paid subscribers and total subscribers for each of the periods presented (in thousands):


	Year ended December 31,
		2024	2023	2022
Free subscribers		1,078	866	637
Paid subscribers		76	72	64
Total subscribers		1,154	938	701

Square Feet Under Management (SFM)

We chose SFM as a measurement of external growth in our Company’s business, and as an objective that is consistent with statistics tracked in the real estate industry. We track growth in SFM, which is the size of spaces that have been scanned and filed on the Matterport platform, because we believe that the growth of square footage under management is an indicator of market penetration and the growth of our business.

The following chart shows our SFM for each of the periods presented (in millions):


	Year ended December 31,
	2024	2023	2022
SFM	50.7	38.0	28.0

Factors Affecting Our Performance

We believe that our growth and financial performance are dependent upon many factors, including the key factors described below, which are in turn subject to significant risks and challenges, including those discussed below and in the section of this Annual Report on Form 10-K titled “Risk Factors.”.

Penetrating a Largely Undigitized Global Property Market

Despite the rapid pace of digital transformation in today’s world, the massive global building stock, estimated by Savills to be $327 trillion in total property value, remains largely undigitized today, and we estimate that less than 0.1% is penetrated by digital transformation. As a first mover in digital twin creation and spatial data library construction, we see significant opportunities to continue leading the digitization and datafication of the built world. We estimate that there are more than 4 billion buildings and 20 billion spaces in the world globally, yielding a more than $240 billion market opportunity. We believe that as Matterport’s unique spatial data library and property data services continue to grow, this opportunity could increase to more than $1 trillion based on the size of the building stock and the untapped value creation available to buildings worldwide. Property digitization and datafication are expected to accelerate on a global basis in both frequency and magnitude as the visually immersive and dimensionally accurate digital twins help increase productivity and reduce costs for our customers with the solutions that we have developed for diverse markets over the past decade.

Through providing a comprehensive set of solutions from cutting-edge capture technology and high-accuracy digital twins to valuable property insights, our AI-powered platform delivers value across the property lifecycle to subscribers from various end markets, including residential and commercial real estate, facilities management and retail, AEC, insurance and repair, and travel and hospitality. As of December 31, 2024, we had over 1,100,000 subscribers on our platform and approximately 14.1 million spaces under management and we aim to continue scaling our platform and strengthen our foothold in various end markets and geographies to deepen our market penetration. With the acquisition of VHT (“VHT Acquisition”) completed in July 2022, we were able to service more property listings and position ourselves to increase adoption of digital twin technology and expand further into the residential real estate industry. We believe that the breadth and depth of the Matterport platform along with the strong network effect from our growing spatial data library will lead to increased adoption of our solutions across diverse end markets, enabling us to drive further digital transformation of the built world.

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Adoption of our Solutions by Enterprise Subscribers

We are pioneering the transformation of the built world from offline to online. We provide a complete, data-driven set of solutions for the digitization and datafication of the built world across a diverse set of use cases and industries. We take a largely offline global property market to the online world using a data-based approach, creating a digital experience for subscribers to interact with buildings and spaces and derive actionable insights. Our Cortex AI-driven engine and software platform uses the breadth of the billions of data points we have accumulated over the years to improve the 3D accuracy of our digital twin models. Our ML algorithms also deliver significant commercial value to our subscribers by generating data-based insights that allow them to confidently make assessments and decisions about their properties. We provide enterprise subscribers with a comprehensive solution that includes all of the capture, design, build, promote, insure, inspect and manage functionality of our platform.

We believe that our scale of data, superior capture technology, continued focus on innovation and considerable brand recognition will drive a continued adoption of our all-in-one platform by enterprise subscribers.

We are particularly focused on acquiring and retaining large enterprise subscribers because of the significant opportunities to expand our integrated solutions to different parts of an organization and utilize digital twins for more use cases within an organization. In January 2023, we announced that our customer selected Matterport’s digital twin platform and 3D capture technology to build a virtual Operations Center for remote management of over 60 facilities across North America, South America, Europe and Asia. Matterport’s platform creates simulated digital replicas of the manufacturing facilities, where teams can remotely track progress, plan for site changes, and collaborate remotely. In September 2023, we announced our latest collaboration with a leading global provider of construction management software, expanding Matterport’s platform ecosystem support for design and construction management software services. Users can now use features directly within Matterport’s photorealistic 3D digital twins, creating a visual system-of-record for site conditions, centralizing record-keeping and enabling better progress tracking, quality control, and more efficient closeout processes. In November 2023, we announced a new partnership intended to deliver 3D digital twin-powered connectivity solutions for facilities management across industrial automation, smart buildings, and broadband with a leading global supplier of network infrastructure and digitization solutions. We also announced a multi-year partnership with a leading vacation rental management platform to leverage Matterport’s Digital Twin Platform and Capture Services to more efficiently and effectively capture, document and promote each of its listings. In April 2024, we announced our partnership with one of the largest fitness companies in North America to use Matterport’s leading digital twin and photography services to ensure brand consistency across marketing materials for its U.S. franchise locations. In May 2024, we announced that one of the largest banks in North America has leveraged Matterport’s digital twin platform to streamline site visits across its physical footprint. In June 2024, we announced our partnership with the leading innovator of Multiple Listing Service (“MLS”) technology to introduce listing-completion features, automatically populating property data and media assets from digital twins, and leapfrogging the current listing process. As of December 31, 2024, many of the Fortune 1000 companies use Matterport to manage their enterprise facilities, real estate portfolios, factories, offices, and retail locations. We will continue improving our proprietary spatial data library and AI-powered platform to strengthen our long-term relationships and commitments with large enterprise customers streamlining our sales and marketing resources to enhance enterprise adoption of our solutions.

Retention and Expansion of Existing Subscribers

Our ability to increase revenue depends in part on retaining our existing subscribers and expanding their use of our platform. We offer an integrated, comprehensive set of solutions including spatial data capturing, digital twin creation, publication, vertical-market specific content, and property analytics. We have a variety of subscription plans to meet the needs of every subscriber, including free subscription plans and several standard paid subscription plans, and we are able to provide customized subscription plans tailored to the specific needs of large enterprises. As we seek to develop long-term subscriber relationships, our value proposition to subscribers is designed to serve the entirety of the property lifecycle, from design and build to maintenance and operations, promotion, insure, repair, restore, secure and finance. As a result, we believe we are uniquely positioned to grow our revenue with our existing subscribers as our platform helps them discover opportunities to drive both short and long term returns on their property investments.

Given the all-in-one nature of our platform and its ease of use, we are also able to drive adoption of our solutions across various parts of an organization. For example, we established our long-term relationship with large commercial real estate clients which included being engaged to create digital twins for available office spaces for promotion and leasing, working with the subscriber’s construction team to redesign office spaces through integrating our digital twins with the construction team’s design software, and conducting due diligence of potential real property acquisitions. As a result of our long-term focus and expansion strategy, we have been able to retain our subscribers and drive increased usage of our platform.

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Scaling Across Various Industry Verticals

Matterport’s fundamental go-to-market model is built upon a subscription first approach. We have invested aggressively to unlock a scalable and cost-effective subscription flywheel for customer adoption. With our large spatial data library and pioneering AI-powered capabilities, we pride ourselves on our ability to deliver value across the property lifecycle to subscribers from various end markets, including residential and commercial real estate, facilities management and retail, AEC, insurance and repair, and travel and hospitality. We focus on industry-specific sales and marketing initiatives to increase sales efficiency and drive subscriber and recurring revenue growth. We will continue to improve our spatial data library and AI-powered platform to address the workflows of the industries we serve, while expanding our solutions and reaching new real estate segments.

International Expansion

We are focused on continuing to expand our AI-powered spatial data platform to all corners of the world. Given that the global building stock remains largely undigitized today and with the vast majority of the world’s buildings located outside of the United States, we expect significant opportunities in pursuing the digitization and datafication of the building stock worldwide. We use a “land and expand” model to capitalize on the potential for geographic expansion. We continue to seek to further penetrate our existing geographies in order to add their spatial data to our platform. In June 2023, we partnered with one of the largest value-added distributors (“VAD”), significantly expanding our presence in Latin America. With a network of more than 2,000 resellers, this partnership will provide Matterport’s digital twin solutions to two of the largest property markets in the region, Mexico and Colombia. In July 2023, we partnered with a distributor of global technologies and managed security services to offer Matterport’s digital twin platform to Government, Enterprise and SMB customers out of its offices in the United Arab Emirates, India, Oman, Saudi Arabia, and South Africa. Subscribers outside the United States accounted for approximately 43% of our subscription revenues for year ended December 31, 2024. Given the flexibility and ease of use of our platform and capture device agnostic data capture strategy, we believe that we are well-positioned to further penetrate existing and additional geographies with our existing multiple sales attachment points and a global marketing effort in place.

Investing in Research and Innovation for Growth

We continuously evaluate our focus in research and development to improve Cortex, expand our solutions portfolio, and support seamless integration of our platform with third-party software applications. We plan to concentrate on in-house innovation and expect to consider acquisitions on an opportunistic basis. Since the launch of Matterport for iPhone, we have been continuously developing a robust pipeline of new product releases, including releasing the Android Capture app, collaborating with Facebook AI (now known as Meta) to release the world’s largest dataset of 3D spaces, and launching Notes and Matterport for Mobile. In February 2023, we launched Digital Pro, an all-in-one marketing solution for real estate agents. Digital Pro combines the innovation of Matterport’s 3D digital twin technology with integrated marketing and content production services to create the industry’s most affordable, comprehensive marketing package to help real estate professionals manage more listings and sell homes faster. In June 2023, we announced Genesis, a new initiative that aims to deliver generative AI across its digital twin platform for customers looking to bolster the efficiency and profitability of their property portfolios worldwide. Genesis combines Matterport’s stable of DL and computer vision innovations, including Cortex AI and Property Intelligence, with generative AI to deliver a new generation of digital twins. Combining generative AI and property insights, Matterport’s digital twin platform aims to reshape the real estate landscape, optimizing interior design, space utilization, energy efficiency, safety, and accessibility while transforming property marketing strategies. In September 2023, we announced the launch of a beta program for the next generation of intelligent digital twins with powerful new capabilities fueled by the Company’s rapid advancements in AI and data science. Customers can access automated measurements, layouts, editing, and reporting capabilities generated from their digital twins. Property Intelligence is now available worldwide. In October 2024, we unveiled a suite of new tools designed to enhance the way professionals design, build, and market properties (“Fall 2024 Release”). Our customers can use these tools to help defurnish a home and generate property descriptions automatically. The Fall 2024 Release included additional new features, such as 3D model merge, field tags, and bill-back processing.

While we plan to concentrate on in-house innovation, we may also pursue acquisitions of products, teams and technologies on an opportunistic basis to further expand the functionality of and use cases for our platform. Our philosophy is to adopt a long-term perspective in the evaluation of acquisition opportunities in order to ensure sustainable value creation for our customers.

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Expanding Partner Integrations and Third-Party Developer Platform

We aim to foster a strong network of partners and developers around our Matterport platform. Through integration with our open, scalable and secure enterprise platform, organizations across numerous industries have been able to automate workflows, enhance subscriber experiences and create custom extensions for high-value vertical applications. In March 2023, we announced a new integration with Autodesk Construction Cloud, a portfolio of software and services that combines advanced technology, a builders network and predictive insights for construction teams, making it easier for project teams using Matterport and Autodesk Build ® to collaborate within critical project management workflows. This new integration allows project stakeholders to enhance the “Request for Information” (RFI) process in Autodesk Build, moving from traditional methods of communication to immersive digital twin technology, powered by Matterport. In April 2023, we announced the general availability of new integrations with IoT TwinMaker, enabling enterprise customers to seamlessly connect Internet of Things (IoT) data into visually immersive and dimensionally accurate Matterport digital twins. Our solution that is integrated with Amazon Web Services (AWS) IoT TwinMaker makes it easier for developers to create digital twins of real-world systems such as buildings, factories, industrial equipment, and production lines. The offering from Matterport supports enterprise digital transformation efforts by providing customers with an efficient and cost-effective solution to remotely optimize building operations, increase production output, improve equipment performance, and increase environmental health and safety at their facilities. In November 2023, we announced in advance of Autodesk University, a new Computer-Aided Design (“CAD”) file add-on that will enable the simple creation of CAD files directly from Matterport digital twins to speed up design workflows using Matterport. The Matterport CAD file add-on is now available. We achieved AWS IoT competency status in July 2024. In December 2024, we achieved AWS Manufacturing and Industrial Competency and AWS Energy Competency status within the Health, Safety, Environment category.

We believe that our future growth and scale depend partially upon our ability to develop a strong ecosystem of partners and developers which can augment the value of our platform. Going forward, we plan to establish additional strategic partnerships with leading software providers through the Matterport Platform Partner Program, in which our industry partners and developers can build, develop, and integrate with our spatial data library. We will also invest in the Matterport Developer Program to enlarge our marketplace of value-added third-party applications built on top of the Matterport platform. We expect that monetization opportunities from partner integrations and the third-party developer marketplace will allow us to drive subscriber growth and develop a more loyal subscriber base, and the revenue derived from the marketplace will grow over time.

Components of Results of Operations

Revenue

Our revenue consists of subscription revenue, services revenue and product revenue.

Subscription revenue — We provide our software as a service on our Matterport platform. Subscribers use our platform under different subscription levels based on the number of active spaces. We typically bill our subscribers monthly or annually in advance based on their subscription level and recognize revenue from subscriptions for our services over the term of the subscription.

Services revenue — Services revenue consists of capture services and add-on services. Capture services consist of professional services in which a Matterport-qualified third-party technician will provide on-site digital capture services for the customer. Our extensive capture solutions also include photos, videos, drone imaging and digital marketing services. Under the capture service arrangements, we pay the third-party technician and bill the customer directly. Add-on services consist of additional software features that the customer can purchase. These services are typically provided by third parties under our direction and oversight, and we pay the third party and bill the subscriber directly for the provisions of such services.

Product revenue — Product revenue consists of revenue from the sale of capture devices, including our Pro3 and Pro2 Cameras, Matterport Axis, and out-of-warranty repair fees. Customers place orders for our products, and we fulfill the orders and ship the devices directly to the customer or, in some cases, we arrange for the shipment of devices from third parties directly to the customer. We recognize product revenue associated with a sale in full at the time of shipment of the product. In some cases, customers prepay for the ordered device and, in other cases we bill the customer upon shipment of the device. Customers purchasing capture devices from us also typically subscribe to the Matterport platform for use with their captured spaces. However, we do not require Pro3 or Pro2 Camera owners to have a subscription when purchasing a

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Pro3 and Pro2 Camera. We will also repair Pro3 or Pro2 Cameras for a fee if the nature of the repair is outside the scope of the applicable warranty.

Cost of Revenue

Cost of revenue consists of cost of subscription revenue, cost of services revenue, and cost of product revenue. Restructuring costs are also included in cost of revenue in the individual categories.

Cost of subscription revenue — Cost of subscription revenue consists primarily of costs associated with hosting and delivery services for our platform to support our subscribers and other users of our subscribers’ spatial data, along with our customer support operations. Cost of subscription revenue also includes amortization of internal-use software and stock-based compensation.

Cost of services revenue — Cost of services revenue consists primarily of costs associated with capture services and costs for add-on features. Costs for capture services are primarily attributable to services rendered by third-party technicians that digitally capture spaces on behalf of the applicable customer, as well as administration and support costs associated with managing the program. Costs for add-on features are primarily attributable to services rendered by third-party contractors that develop the floor plans or other add-ons applications purchased by our subscribers as well as support costs associated with delivering the applications.

Cost of product revenue — Cost of product revenue consists primarily of costs associated with the manufacture of our Pro3 and Pro2 Cameras, warranty and repair expenses relating to Pro3 and Pro2 Cameras and personnel-related expenses associated with manufacturing employees including salaries, benefits, bonuses, overhead and stock-based compensation. Cost of product revenue also includes depreciation of property and equipment, costs of acquiring third-party capture devices, and costs associated with shipping devices to customers.

Operating Expenses

Our operating expenses consist primarily of research and development expenses, selling, general and administrative expenses. Personnel costs are the most significant component of operating expenses and consist of salaries, benefits, bonuses, stock-based compensation, and sales commissions. Operating expenses also include overhead costs and restructuring costs.

Research and development expenses—Research and development expenses consist primarily of personnel-related expenses associated with our research and development employees, including salaries, benefits, bonuses, and stock-based compensation. Research and development expenses also include third-party contractor or professional services fees, and software and subscription services dedicated for use by our research and development organization. In addition, research and development expenses that qualify as internal-use software development costs are capitalized.

Selling, general and administrative expenses — Selling, general, and administrative expenses consist primarily of personnel-related expenses associated with our sales and marketing, finance, legal, information technology, human resources, facilities, and administrative employees, including salaries, benefits, bonuses, sales commissions, and stock-based compensation. We capitalize and amortize commissions associated with attracting new paid subscribers and services revenue over a period of three years, which is the estimated period for which we expect to benefit from the sales commissions. Selling, general and administrative expenses also include external legal, accounting, and other professional services fees, software and subscription services, and other corporate expenses.

Litigation expense — Litigation expense consists of a litigation contingent liability and charges related to a former employee and shareholder of the Company who filed the initial, the second amended and the third amended complaint in July 2021, September 2021, and September 2022, respectively, for the share transfer restriction of his shares of Class A common stock of Matterport received in connection with the Gores Merger, and for damages as a result of the share transfer restrictions.

Interest Income

Interest income consists of interest income earned on our cash and cash equivalents and investments.

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Change in Fair Value of Warrants Liability

The private warrants are subject to fair value remeasurement at each balance sheet date if outstanding, or upon the time immediately before the exercise or redemption. As of December 31, 2024, there were 1.7 million Private Warrants outstanding. Matterport expects to incur incremental income (expense) in the consolidated statements of operations for the fair value change for the outstanding private warrants liability going forward at the end of each reporting period or through the exercise of such warrants.

Other Income, net

Other income, net consists primarily of accretion of discounts, net of amortization of investment premium.

Provision for Income Taxes

Provision for income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business. We record income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. We recognize the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date.

We record a valuation allowance to reduce our deferred tax assets and liabilities to the net amount that we believe is more likely than not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance.

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RESULTS OF OPERATIONS

In this section, we discuss the results of our operations for the year ended December 31, 2024 compared to the year ended December 31, 2023. For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on February 27, 2024, which we specifically incorporated by reference herein.

Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023

The following table sets forth our results of operations for the years ended December 31, 2024 and 2023 (in thousands, except percentages). The period-to-period comparison of results is not necessarily indicative of results for future periods.


	Year Ended December 31,	Change
		2024		2023		Amount		%
Revenue:
Subscription		$	99,590	$	87,348	$	12,242	14	%

Services		41,264		37,621		3,643		10	%
Product		28,845		32,779		(3,934)		(12)	%
Total revenue		169,699		157,748		11,951		8	%
Costs of revenue:
Subscription		32,567		29,007		3,560		12	%

Services		28,293		26,643		1,650		6	%
Product		25,926		31,608		(5,682)		(18)	%
Total costs of revenue		86,786		87,258		(472)		(1)	%
Gross profit		82,913		70,490		12,423		18	%
Gross margin		49%		45%
Operating expenses:
Research and development		60,931		67,305		(6,374)		(9)	%
Selling, general, and administrative		200,836		217,424		(16,588)		(8)	%
Litigation expense		95,000		—		95,000		100	%
Total operating expenses		356,767		284,729		72,038		25	%
Loss from operations		(273,854)		(214,239)		(59,615)		28	%
Other income (expense):
Interest income		11,608		6,406		5,202		81	%


Change in fair value of warrants liability		(833)		513		(1,346)		(262)	%

Other income (expense), net		6,565		8,427		(1,862)		(22)	%
Total other income		17,340		15,346		1,994		13	%
Loss before provision for income taxes		(256,514)		(198,893)		(57,621)		29	%
Provision for income taxes		107		184		(77)		(42)	%
Net loss		$	(256,621)	$	(199,077)	$	(57,544)	29	%

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Revenues

Total revenue increased by $12.0 million, or 8%, to $169.7 million for the year ended December 31, 2024, from $157.7 million for the year ended December 31, 2023. The increase in revenue is attributable to growth primarily driven by subscription and services revenue, partially offset by a decrease in product revenue.


	Year Ended December 31,
	2024	2023		Change
		Amount		Amount		Amount		%
		(dollars in thousands)
Subscription		$	99,590	$	87,348	$	12,242	14	%

Services		41,264		37,621		3,643		10	%
Product		28,845		32,779		(3,934)		(12)	%
Total revenue		$	169,699	$	157,748	$	11,951	8	%

Subscription revenue increased by $12.2 million, or 14%, to $99.6 million for the year ended December 31, 2024, from $87.3 million for the year ended December 31, 2023, primarily due to higher volume of subscription plans from new subscribers, additional sales to existing customers for expanded use of our subscription offerings, and a subscription price increase implemented since the 2nd half of fiscal year 2023. Of the $12.2 million increase, approximately $11.0 million was attributable to the higher volume of subscription plans from new subscribers during the year ended December 31, 2024 and approximately $1.2 million was attributable to additional sales to existing customers during that period.

Services revenue increased by $3.6 million, or 10%, to $41.3 million for the year ended December 31, 2024, from $37.6 million for the year ended December 31, 2023. The increase was primarily attributable to increased sales of capture services and up-scaled add-on services, primarily driven by our investment in growing our capture services business and the increase in the number of our subscribers.

Product revenue decreased by $3.9 million, or 12%, to $28.8 million for the year ended December 31, 2024, from $32.8 million for the year ended December 31, 2023. The decrease was primarily due to the lower sales volume of our Pro2 and Pro3 cameras.

Cost of Revenue

Our cost of revenue consists of cost of subscription revenue, cost of services revenue and cost of product revenue.


	Year Ended December 31,
	2024	2023		Change
		Amount		Amount		Amount		%
		(dollars in thousands)
Cost of subscription revenue		$	32,567	$	29,007	$	3,560	12	%

Cost of services revenue		28,293		26,643		1,650		6	%
Cost of product revenue		25,926		31,608		(5,682)		(18)	%
Total cost of revenue		$	86,786	$	87,258	$	(472)	(1)	%

Total cost of revenue decreased by $0.5 million, or 1%, to $86.8 million for the year ended December 31, 2024, from $87.3 million for the year ended December 31, 2023. The decrease was primarily attributable to a decrease in cost of product revenue.

Cost of subscription revenue increased by $3.6 million, or 12%, to $32.6 million for the year ended December 31, 2024, from $29.0 million for the year ended December 31, 2023. The increase was primarily attributable to increased spending in hosting and delivery services for our platform to enhance our processing efficiency and better support our expanding digital twins for subscription services provided.

Cost of services revenue increased by $1.7 million, or 6%, to $28.3 million for the year ended December 31, 2024, from $26.6 million for the year ended December 31, 2023. The increase was primarily attributable to the increase in volume of the capture services rendered.

Cost of products revenue decreased by $5.7 million, or 18%, to $25.9 million for the year ended December 31, 2024, from $31.6 million for the year ended December 31, 2023. The decrease was primarily attributable to the lower sales volume of our Pro2 and Pro3 cameras.

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Gross Profit and Gross Margin


	Year Ended December 31,
		2024			2023
		(dollars in thousands)
Gross profit		$	82,913		$	70,490
Gross margin		49		%	45		%

Gross margin increased to 49% during the year ended December 31, 2024 from 45% during the year ended December 31, 2023. The increase was primarily driven by the improved margin in subscription revenue due to cost efficiencies resulting from the restructuring plan implemented in the second half of fiscal year 2023.

Research and Development Expenses


	Year Ended December 31,
	2024	2023		Change
		Amount		Amount		Amount		%
		(dollars in thousands)
Research and development expenses		$	60,931	$	67,305	$	(6,374)	(9)	%

Research and development expenses decreased by $6.4 million, or 9%, to $60.9 million for the year ended December 31, 2024 from $67.3 million for the year ended December 31, 2023. The decrease was primarily attributable to a $3.1 million decrease in salary expense and a $2.6 million decrease in stock-based compensation resulting from the restructuring plan implemented in the second half of fiscal year 2023.

Selling, General and Administrative Expenses


	Year Ended December 31,
	2024	2023		Change
		Amount		Amount		Amount		%
		(dollars in thousands)
Selling, general and administrative expenses		$	200,836	$	217,424	$	(16,588)	(8)	%

Selling, general and administrative expenses decreased by $16.6 million, or 8%, to $200.8 million for the year ended December 31, 2024, from $217.4 million for the year ended December 31, 2023. The decrease was primarily attributable to an $18.7 million decrease in professional services, a $7.9 million decrease in salary expense, a $3.0 million decrease in restructuring charges from the 2023 restructuring plan, and a $2.9 million decrease in stock-based compensation, partially offset by a $15.9 million increase in transaction costs related to the pending transaction with CoStar Group.

Litigation Expense


	Year Ended December 31,
	2024		2023		Change
	Amount		Amount		Amount		%

Litigation expense	$	95,000	$	—	$	95,000	100	%

Litigation expense increased for the year ended December 31, 2024 compared to the same period in 2023. A former employee and a stockholder of the Company, William J. Brown, filed the initial, the second amended and the third amended complaint in July 2021, September 2021, and September 2022, respectively, for the share transfer restriction of his shares of Class A common stock of Matterport received in connection with the Gores Merger, and for damages as a result of the share transfer restrictions. Information with respect to this item may be found in Note 8 - “Commitments and Contingencies” in the accompanying notes to the consolidated financial statements included in Part II, Item 8, “Financial Statements” of this Annual Report on Form 10-K, under “Litigation.” The Company recorded an aggregate legal expense of $95.0 million in our consolidated statement of operations for the year ended December 31, 2024.

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Interest Income


	Year Ended December 31,
		2024		2023
		(dollars in thousands)
Interest income		$	11,608	$	6,406

Interest income increased by $5.2 million, or 81%, to $11.6 million for the year ended December 31, 2024, from $6.41 million for the year ended December 31, 2023. The increase was primarily attributable to interest earned on our cash equivalents, restricted cash, and investments during the year ended December 31, 2024.

Change in Fair Value of Warrants Liability


	Year Ended December 31,
		2024		2023
		(dollars in thousands)
Change in fair value of warrants liability		$	(833)	$	513

We recognized an increase in the fair value of warrants liability of $0.8 million for the year ended December 31, 2024 due to the change in the fair value of our outstanding Private Warrants primarily driven by the underlying stock price and volatility. As of December 31, 2024, there were 1.7 million Private Warrants outstanding.

Other Income, Net


	Year Ended December 31,
		2024		2023
		(dollars in thousands)
Other income, net		$	6,565	$	8,427

Other income, net decreased by $1.9 million, or 22%, to $6.6 million for the year ended December 31, 2024 from $8.4 million for the year ended December 31, 2023. The decrease was primarily due to lower amount of amortization related to investment premiums, net of accretion discounts during the year ended December 31, 2024.

Provision for Income Taxes


	Year Ended December 31,
		2024		2023
		(dollars in thousands)
Provision for income taxes		$	107	$	184

For the years ended December 31, 2024 and 2023, our provision for income taxes reflects an effective tax rate of 0.0% and (0.1)%, respectively. Our effective tax rate for the years ended December 31, 2024 and December 31, 2023 differ from the U.S. federal statutory tax rate of 21%, primarily due to losses that cannot be benefited from as a result of the valuation allowance on the U.S. entity’s deferred tax assets and liabilities, foreign earnings being taxed at different tax rates, and stock-based compensation activities.

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Non-GAAP Financial Measures

In addition to our results of operations below, we report certain financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). These measures have limitations as analytical tools when assessing our operating performance and should not be considered in isolation or as a substitute for GAAP measures, including gross profit and net income. We may calculate or present our non-GAAP financial measures differently than other companies who report measures with similar titles and, as a result, the non-GAAP financial measures we report may not be comparable with those of companies in our industry or in other industries.

Non-GAAP Loss from Operations

We calculate non-GAAP loss from operations as GAAP loss from operations excluding stock-based compensation-related charges (including share-based payroll tax expense), restructuring charges, acquisition transaction costs related to the pending transaction with CoStar Group and other historical completed acquisitions, amortization of acquired intangible assets, litigation expenses, and payroll tax related to contingent earn-out share issuance, which we do not consider to be indicative of our overall operating performance. We believe this measure provides our management and investors with consistency and comparability with our past financial performance and is an important indicator of the performance and profitability of our business.

The following table presents our non-GAAP loss from operations for each of the periods presented (in thousands):


	Year ended December 31,
		2024		2023		2022
GAAP loss from operations		$	(273,854)	$	(214,239)	$	(275,485)
Add back: stock based compensation expense, net		125,071		127,755		152,788
Add back: restructuring charges		—		4,296		—
Add back: acquisition-related costs		15,908		—		1,294
Add back: amortization expense of acquired intangible assets		1,772		1,772		1,411
Add back: litigation expense		95,000		—		—
Add back: payroll tax related to contingent earn-out share issuance		—		—		1,164
Non-GAAP loss from operations		$	(36,103)	$	(80,416)	$	(118,828)

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Free Cash Flow

We calculate free cash flow as net cash used in operating activities less purchases of property and equipment and capitalized software and development costs. We believe this metric provides our management and investors with an important indicator of the ability of our business to generate additional cash from our business operations or our need to access additional sources of cash, in order to fund our operations and investments.

The following table presents our free cash flow for each of the periods presented (in thousands):


	Year ended December 31,
	2024		2023		2022
Net cash used in operating activities	$	(21,313)	$	(58,713)	$	(118,562)
Less: purchases of property and equipment	246		139		1,730
Less: capitalized software and development costs	9,320		9,765		12,590
Free cash flow	$	(30,879)	$	(68,617)	$	(132,882)

LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity

Our capital requirements will depend on many factors, including the growth and expansion of our paid subscribers, development of our technology and software platform (including research and development efforts), expansion of our sales and marketing activities and sales, general and administrative expenses. As of December 31, 2024, our principal sources of liquidity were cash, cash equivalents and marketable securities investment of approximately $304.2 million, which were held for working capital purposes and for investment in growth opportunities. Our marketable securities generally consist of U.S. government agency securities, treasury bills, corporate bonds, corporate and other debt securities.To date, our principal sources of liquidity have been proceeds received from the issuance of equity, proceeds from the Gores Merger and proceeds from warrant and option exercises for cash.


	Year Ended December 31,
	2024		2023
	(dollars in thousands)
Cash, cash equivalents, and investments:
Cash and cash equivalents	$	57,228	$	82,902

Investments	246,983		340,098
Total cash, cash equivalents, and investments	$	304,211	$	423,000

On January 14, 2022, the Public Warrants ceased trading on the Nasdaq Global Market. As of the Redemption Date of January 14, 2022, 9.1 million shares of Common Stock have been issued upon the exercise of Public Warrants and Private Warrants by the holders thereof at an exercise price of $11.50 per share during the Exercise Period from December 15, 2021 to January 14, 2022, resulting in aggregate proceeds to Matterport of $104.4 million, including 2.0 million shares issued upon the exercise of Public Warrants and Private Warrants by the holders with total proceeds of $27.8 million received during the year ended December 31, 2022.

On August 14, 2024, the litigation bond related to the Brown case was posted and the Company transferred $95.0 million in cash as collateral into a designated insured account. The cash collateral of $95.0 million was classified as restricted cash on the Company’s consolidated financial statements as of December 31, 2024.

We have incurred negative cash flows from operating activities and significant losses from operations in the past. We expect to continue to incur operating losses at least for the next 12 months due to the investments that we intend to make in our business. Cash used in operations has improved but could also be affected by various risks and uncertainties, including, but not limited to, the impact of litigation expense. As a result, we may require additional capital resources to grow our business. Our future capital requirements will depend on many factors, including an increase in our customer base, the timing and extent of spend to support the expansion of sales, marketing and development activities. Management believes that its current financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements.

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Other commitments

There have been no material changes to our material cash requirements or non-cancellable contractual commitments. We lease office space under operating leases for our U.S. headquarters and other locations in the United States that expire at various dates through 2025. In addition, we have purchase obligations, which include contracts and issued purchase orders containing non-cancellable payment terms to purchase third-party goods and services. As of December 31, 2024, our 12-month lease obligations (through December 31, 2025) totaled approximately $0.2 million. Our non-cancellable purchase obligations as of December 31, 2024 totaled approximately $7.4 million and are due through the year ending December 31, 2025.

Cash Flows

The following table set forth a summary of our cash flows for the year ended December 31, 2024, 2023, and 2022 (in thousands):


	Year Ended December 31,
	2024		2023		2022
Cash provided by (used in):
Operating activities	$	(21,313)	$	(58,713)	$	(118,562)
Investing activities	$	89,760	$	19,538	$	95,177
Financing activities	$	2,583	$	4,795	$	277

Net Cash Used in Operating Activities

Net cash used in operating activities was $21.3 million for the year ended December 31, 2024. This amount primarily consisted of a net loss of $256.6 million, offset by non-cash charges of $130.3 million, and a change in net operating assets and liabilities of $105.0 million. The non-cash charges primarily consisted of $113.1 million of stock-based compensation expense and $23.2 million of depreciation and amortization expense, partially offset by $8.0 million of accretion of discounts, net of amortization premiums. Changes in net operating assets and liabilities primarily consisted of an increase in accruals and other liabilities, deferred revenue and accounts payable and a decrease in inventories, accounts receivable, and prepaid expenses and other assets.

Net cash used in operating activities was $58.7 million for the year ended December 31, 2023. This amount primarily consisted of a net loss of $199.1 million, offset by non-cash charges of $131.9 million, and a change in net operating assets and liabilities of $8.5 million. The non-cash charges primarily consisted of $118.8 million of stock-based compensation expense, $19.4 million of depreciation and amortization expense, $1.8 million of inventory obsolescence, partially offset by $8.9 million of accretion of discounts, net of amortization premiums. Changes in net operating assets and liabilities primarily consisted of a decrease in accounts receivable and prepaid expenses and other assets and an increase in deferred revenue, partially offset by an increase in inventories and a decrease in other liabilities and accounts payable.

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Net Cash Provided by Investing Activities

Net cash provided by investing activities was $89.8 million for the year ended December 31, 2024. This amount primarily consisted of maturities of marketable securities investments of $310.1 million, partially offset by investments in available-for-sale securities of $210.8 million, capitalized software and development costs of $9.3 million, and purchases of property and equipment of $0.2 million.

Net cash provided by investing activities was $19.5 million for the year ended December 31, 2023. This amount primarily consisted of maturities of marketable securities investments of $478.3 million, partially offset by investments in available-for-sale securities of $444.7 million, capitalized software and development costs of $9.8 million, consideration paid (net of cash acquired) for business acquisitions of $4.1 million, and purchases of property and equipment of $0.1 million.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $2.6 million for the year ended December 31, 2024. This amount primarily consisted of $2.6 million of proceeds from the sale of shares through employee equity incentive plans.

Net cash provided by financing activities was $4.8 million for the year ended December 31, 2023. This amount primarily consisted of $5.1 million proceeds from the sale of shares through employee equity incentive plans, partially offset by $0.3 million payment of taxes related to the settlement of equity awards.

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. We evaluated the development and selection of our critical accounting policies and estimates and believe that the following involve a higher degree of judgment or complexity and are most significant to reporting our results of operations and financial position and are therefore discussed as critical. The following critical accounting policies reflect the significant estimates and judgements used in the preparation of our consolidated financial statements. Actual results could differ materially from those estimates and assumptions, and those differences could be material to our consolidated financial statements. We re-evaluate our estimates on an ongoing basis. For information on our significant accounting policies, refer to Note 2—Summary of Significant Accounting Policies of our audited consolidated financial statements included in this Annual Report on Form 10-K.

Revenue

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. We determine the amount of revenue to be recognized through the application of the following steps: (1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) performance obligations are satisfied.

We identify performance obligations in our contracts with customers, which primarily include subscription, license, services and products. The transaction price is determined based on the amount which we expect to be entitled to in exchange for providing the promised goods and services to our customer. The transaction price in the contract is allocated to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when performance obligations are satisfied. In certain transactions the transaction price is considered variable and an estimate of the constrained transaction price is recorded by us. Changes in variable consideration may result in an increase or a decrease to revenue. Changes to the estimated variable consideration were not material for the periods presented.

Contract payment terms vary and are generally net 30 days. Collectability is assessed based on a number of factors including collection history and creditworthiness of the customer. If collectability of substantially all consideration to which we are entitled under the contract is determined to be not probable, revenue is not recorded until collectability becomes probable at a later date.

Stock-Based Compensation

We measure and record the expense related to stock-based awards based on the fair value of those awards as determined on the date of grant. We recognize stock-based compensation expense over the requisite service period of the

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individual grant, generally equal to the vesting period and use the straight-line method to recognize stock-based compensation. For stock-based awards with performance conditions, we record compensation expense when it is deemed probable that the performance condition will be met. We account for forfeitures as they occur. We selected the Black-Scholes option-pricing model as the method for determining the estimated fair value for stock options. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock.

We calculated the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions:

Expected Volatility—We estimated volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected term.

Expected Term—The expected term of the Matterport’s options represents the period that the stock-based awards are expected to be outstanding.

We have elected to use the midpoint of the stock options vesting term and contractual expiration period to compute the expected term, as we do not have sufficient historical information to develop reasonable expectations about future exercise patterns and post vesting employment termination behavior.

Risk-Free Interest Rate—The risk-free interest rate is based on the implied yield available on US Treasury zero coupon issues with a term that is equal to the options’ expected term at the grant date.

Dividend Yield —We have never declared or paid dividends and do not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.

Refer to Note 12—Stock Plan, to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for details regarding our stock-based compensation plans.

Warrants Liability

The Company assumed publicly-traded warrants (“Public Warrants”) and private warrants (“Private Warrants”) upon the Closing. The Company accounts for warrants for shares of the Company’s Class A common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

Earn-out Arrangement

In connection with the reverse recapitalization and pursuant to the Gores Merger Agreement, eligible Legacy Matterport stockholders and Legacy Matterport stock options and restricted share units (RSUs) holders are entitled to receive an aggregate of 23.5 million shares of the Company’s Class A common shares (“Earn-out Shares”) upon the Company achieving certain Earn-out triggering events during the Earn-out Period (as described in Note 11 “Contingent Earn-Out Liability” of our consolidated financial statements included in this Annual Report Form 10-K).

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The Company measures and recognizes stock-compensation expense based on the fair value of the Earn-out Awards over the derived service period for each tranche. Forfeitures are accounted for as they occur.

Upon the forfeiture of Earn-out Shares issuable to any eligible holder of Legacy Matterport stock options and RSUs, the forfeited Earn-out awards are subject to reallocation and grant on a pro rata basis to the remaining eligible Legacy Matterport stockholders and stock options and RSUs holders. The reallocated issuable shares to Legacy Matterport common stockholders are recognized as contingent earn-out liability, and the reallocated issuable shares to Legacy Matterport stock options and RSUs holders are recognized as stock-based compensation over the remaining derived service period based on the fair value on the date of the reallocation.

Upon Closing, the estimated fair value of the Earn-out Shares was allocated proportionally to contingent earn-out liability and the grant date fair value of the Earn-out Awards. The estimated fair value of the Earn-out Shares is determined using a Monte Carlo simulation prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company common stock price, expected volatility, risk-free rate, expected term and dividend rate. The contingent earn-out liability is categorized as a Level 3 fair value measurement because the Company estimates projections during the Earn-out Period utilizing unobservable inputs. See Note 7 “Fair Value Measurement” and Note 11 “Contingent Earn-Out Liability” for additional information.

If the applicable triggering event is achieved for a tranche, the Company will account for the Earn-out Shares for such tranche as issued and outstanding common stock.

The Earn-out triggering events were achieved as of January 18, 2022, and all Earn-out Shares were issued to eligible recipients on February 1, 2022.

Inventory Valuation

We record inventories at the lower of cost and net realizable value and record write-downs of inventories that are obsolete or in excess of anticipated demand or net realizable value. A review of inventory is performed each fiscal quarter that considers factors including the marketability and product lifecycle stage, product development plans, component cost trends, historical sales, and demand forecasts that consider the assumptions about future demand and market conditions. Inventory on hand that is not expected to be sold or utilized is considered excess, and we recognize the write-down in the cost of goods sold at the time of such determination. The write-down is determined by the excess of cost over net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the time of loss recognition, new cost basis per unit and the lower-cost basis for that inventory are established and subsequent changes in facts and circumstances would not result in an increase in the cost basis. If there is an abrupt and substantial decline in demand for our products or an unanticipated change in technological or customer requirements, we may be required to record additional write-downs that could adversely affect gross margins in the period when the write-downs are recorded. We also extend the assessment to non-cancelable purchase orders if the inventories are considered excess and record the liability that is reasonably possible to be incurred in accrued expenses and other current liabilities.

Loss Contingencies

We are subject to the possibility of losses from various contingencies. Significant judgment is necessary to estimate the probability and amount of a loss, if any, from such contingencies. An accrual is made when it is probable that a liability has been incurred or an asset has been impaired, and the amount of loss can be reasonably estimated. In accounting for the resolution of contingencies, significant judgment may be necessary to estimate amounts pertaining to periods prior to the resolution that are charged to operations in the period of resolution and amounts related to future periods.

Intangibles and Other Long-Lived Assets

Accounting for business acquisitions requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed and pre-acquisition contingencies. We use our best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Although we believe the assumptions and estimates we have made are reasonable, they are based in part on historical experience, market conditions and information

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obtained from management of the acquired companies and are inherently uncertain. Examples of judgments used to estimate the fair value of intangibles assets include, but are not limited to, future expected cash flows, expected customer attrition rates, estimated obsolescence rates, assumptions regarding the estimated useful life of the acquired intangibles, and discount rates. These estimates are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Goodwill

We evaluate goodwill for impairment on an annual basis in our fourth fiscal quarter or more frequently if we believe impairment indicators exist. We have elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount, including goodwill. The qualitative assessment includes our evaluation of relevant events and circumstances affecting our single reporting unit, including macroeconomic, industry, and market conditions, our overall financial performance, and trends in the market price of our common stock. If qualitative factors indicate that it is more likely than not that our reporting unit’s fair value is less than its carrying amount, then we will perform the quantitative impairment test by comparing our reporting unit’s carrying amount, including goodwill, to its fair value. If the carrying amount of our reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess but limited to the total amount of goodwill. To date, the results of our qualitative assessment have indicated that the quantitative goodwill impairment test is not necessary.

Recent Accounting Pronouncements

For a discussion of the recent accounting pronouncements, refer to “Accounting Pronouncements” in Note 2. Summary of Significant Accounting Policies of our consolidated financial statements included in this Annual Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Matterport is subject to market risk, primarily relating to potential losses arising from adverse changes in foreign currency exchange rates.

Foreign Currency Exchange Risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Currently, our revenue is primarily generated in U.S. dollars. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are primarily in the United States, the United Kingdom (U.K.), Japan and Singapore. However, there has been, and may continue to be, significant volatility in global stock markets and foreign currency exchange rates that result in the strengthening of the U.S. dollar against foreign currencies in which we conduct business. The strengthening of the U.S. dollar may potentially decrease our revenue given our prices are fixed in foreign currencies for some of our end-customers outside of the United States, and to the extent that our customers pay for our products and services in currencies other than the U.S. dollar. If the U.S. dollar continues to strengthen, this could adversely affect our operations and cash flows in the future. In addition, the increase of non-U.S. dollar denominated contracts and the growth of our international entities in the future may result in greater foreign currency denominated sales, which would increase our foreign currency risk. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our consolidated financial statements as of December 31, 2024. To date, we have not engaged in any hedging strategies. As our international operations grow, we will continue to reassess our approach to managing the risk relating to fluctuations in currency rates.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition, or results of operations. If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and operating results.

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Item 8. Financial Statements and Supplementary Data


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP, Atlanta, Georgia, PCAOB ID: 238)			59
Consolidated Balance Sheets as of December 31, 2024 and 2023			61
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022			62
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022			62
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022			63
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022			64
Notes to the Consolidated Financial Statements			65

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Matterport, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Matterport, Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of redeemable convertible preferred stock and stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to ineffective design and maintenance of controls to ensure allegations received outside of the whistleblower program are evaluated and communicated to those responsible for financial reporting and those charged with governance in a timely fashion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is described in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Subscription, Services, and Product Revenue

As described in Note 2 to the consolidated financial statements, the Company recognizes revenue from subscription, services and sale of products. The Company’s total revenue for the year ended December 31, 2024 was $169.7 million. The Company recognizes revenue upon transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

The principal consideration for our determination that performing procedures relating to revenue recognition of subscription, services, and product revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recognition of subscription, services, and product revenue as the amount of consideration expected in exchange for goods or services. These procedures also included, among others (i) testing the completeness, accuracy, and occurrence of revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as contracts, purchase orders, invoices, proof of shipment or delivery, and subsequent payment receipts and (ii) performing subsequent receipts testing for a sample of outstanding customer invoice balances as of December 31, 2024 and, for invoices not yet paid, obtaining and inspecting source documents, such as contracts, purchase orders, invoices, and proof of shipment or delivery.

/s/PricewaterhouseCoopers LLP

Atlanta, Georgia

February 26, 2025

We have served as the Company's auditor since 2019.

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MATTERPORT INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)


	Year Ended December 31,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	57,228	$	82,902
Restricted cash	96,330		—
Short-term investments	189,372		305,264
Accounts receivable, net of allowance of $1,088 and $1,155, as of December 31, 2024 and December 31, 2023, respectively	13,180		16,925
Inventories	5,576		9,115
Prepaid expenses and other current assets	8,723		8,635
Total current assets	370,409		422,841
Property and equipment, net	29,718		32,471
Operating lease right-of-use assets	91		625
Long-term investments	57,611		34,834
Goodwill	69,593		69,593
Intangible assets, net	7,350		9,120
Other assets	8,896		7,671
Total assets	$	543,668	$	577,155
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	9,254	$	7,586

Deferred revenue	27,861		23,294
Accrued expenses and other current liabilities	106,613		13,354

Total current liabilities	143,728		44,234
Warrants liability	1,123		290



Deferred revenue, non-current	1,674		3,141
Other long-term liabilities	—		206
Total liabilities	146,525		47,871
Commitments and contingencies (Note 8)
Redeemable convertible preferred stock, $0.0001 par value; 30,000 shares authorized as of December 31, 2024 and 2023, respectively; nil shares issued and outstanding as of December 31, 2024 and 2023; and liquidation preference of nil as of December 31, 2024 and 2023, respectively	—		—
Stockholders’ equity:
Common stock, $0.0001 par value; 640,000 shares authorized as of December 31, 2024 and 2023, respectively; and 326,860 shares and 310,061 shares issued and outstanding as of December 31, 2024 and 2023, respectively	33		31
Additional paid-in capital	1,432,064		1,307,324
Accumulated other comprehensive income	141		403
Accumulated deficit	(1,035,095)		(778,474)
Total stockholders’ equity	397,143		529,284
Total liabilities and stockholders’ equity	$	543,668	$	577,155

The accompanying notes are an integral part of these consolidated financial statements.

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MATTERPORT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)


	Year Ended December 31,
		2024		2023		2022
Revenue:
Subscription		$	99,590	$	87,348	$	73,886

Services		41,264		37,621		27,268
Product		28,845		32,779		34,971
Total revenue		169,699		157,748		136,125
Costs of revenue:
Subscription		32,567		29,007		24,259

Services		28,293		26,643		18,992
Product		25,926		31,608		41,028
Total costs of revenue		86,786		87,258		84,279
Gross profit		82,913		70,490		51,846
Operating expenses:
Research and development		60,931		67,305		85,025
Selling, general, and administrative		200,836		217,424		242,306
Litigation expense		95,000		—		—
Total operating expenses		356,767		284,729		327,331
Loss from operations		(273,854)		(214,239)		(275,485)
Other income (expense):
Interest income		11,608		6,406		6,280


Change in fair value of warrants liability		(833)		513		27,035
Change in fair value of contingent earn-out liability		—		—		136,043
Other income (expense), net		6,565		8,427		(3,969)
Total other income		17,340		15,346		165,389
Loss before provision (benefit) for income taxes		(256,514)		(198,893)		(110,096)
Provision for income taxes		107		184		1,243
Net loss		$	(256,621)	$	(199,077)	$	(111,339)


Net loss per share, basic and diluted		$	(0.80)	$	(0.66)	$	(0.39)
Weighted-average shares used in per share calculation, basic and diluted		319,015		300,697		283,585

The accompanying notes are an integral part of these consolidated financial statements.

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MATTERPORT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)


	Year Ended December 31,
	2024		2023		2022
Net loss	$	(256,621)	$	(199,077)	$	(111,339)
Other comprehensive income (loss), net of taxes:

Unrealized gain (loss) on available-for-sale securities, net of tax	(262)		5,437		(3,495)
Other comprehensive income (loss)	$	(262)	$	5,437	$	(3,495)
Comprehensive loss	$	(256,883)	$	(193,640)	$	(114,834)

The accompanying notes are an integral part of these consolidated financial statements.

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MATTERPORT, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

(In thousands)


	Common Stock		Additional Paid-In Capital					Accumulated Other Comprehensive Income (loss)	Accumulated Deficit		Total Stockholders’ Equity
		Shares			Amount





















Balance as of December 31, 2021		250,173	$	25		$	737,735		$	(1,539)	$	(468,058)	$	268,163
Net loss		—	—			—			—		(111,339)		(111,339)
Other comprehensive loss		—	—			—			(3,495)		—		(3,495)
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding		15,525	2			(9,909)			—		—		(9,907)
Issuance of common stock upon the reverse recapitalization, net of transaction costs		—	—			76			—		—		76
Issuance of common stock to a customer		132	—			738			—		—		738
Issuance of common stock upon exercise of public warrants		1,994	—			34,055			—		—		34,055
Issuance of common stock in connection with acquisitions		1,223	—			19,219			—		—		19,219
Issuance of earn-out shares upon triggering events, net of tax withholding		21,494	2			(17,738)			—		—		(17,736)
Earn-out liability recognized upon the re-allocation		—	—			(896)			—		—		(896)
Reclassification of remaining contingent earn-out liability upon triggering events		—	—			242,429			—		—		242,429
Stock-based compensation		—	—			162,604			—		—		162,604
Balance as of December 31, 2022		290,541	$	29		$	1,168,313		$	(5,034)	$	(579,397)	$	583,911
Net loss		—	—			—			—		(199,077)		(199,077)
Other comprehensive income		—	—			—			5,437		—		5,437
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding		19,155	2			4,793			—		—		4,795
Issuance of common stock in connection with acquisitions		365	—			5,748			—		—		5,748
Stock-based compensation		—	—			128,470			—		—		128,470
Balance as of December 31, 2023		310,061	$	31		$	1,307,324		$	403	$	(778,474)	$	529,284
Net loss		—	—			—			—		(256,621)		(256,621)
Other comprehensive loss		—	—			—			(262)		—		(262)
Issuance of common stock in connection with employee equity incentive plans, net of tax withholding		16,799	2			2,581			—		—		2,583

Stock-based compensation		—	—			122,159			—		—		122,159
Balance as of December 31, 2024		326,860	$	33		$	1,432,064		$	141	$	(1,035,095)	$	397,143

The accompanying notes are an integral part of these consolidated financial statements.

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MATTERPORT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Year Ended December 31,
	2024		2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(256,621)	$	(199,077)	$	(111,339)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	23,242		19,437		13,297

Amortization of investment premiums, net of accretion of discounts	(7,999)		(8,919)		2,924
Investment impairment	—		—		1,093
Stock-based compensation, net of amounts capitalized	113,055		118,775		148,490
Cease use of certain leased facilities	—		961		—
Change in fair value of warrants liability	833		(513)		(27,035)
Change in fair value of contingent earn-out liability	—		—		(136,043)
Deferred income taxes	70		(121)		51


Allowance for doubtful accounts	699		601		1,245
Loss of excess inventory and purchase obligation	—		1,821		5,007
Other	374		(185)		(195)
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable	3,046		3,318		(9,609)
Inventories	3,539		(3,830)		(6,484)
Prepaid expenses and other assets	677		3,036		(1,991)
Accounts payable	1,618		(745)		(5,240)
Deferred revenue	3,100		8,503		5,985
Accrued expenses and other liabilities	93,054		(1,775)		1,282
Net cash used in operating activities	(21,313)		(58,713)		(118,562)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(246)		(139)		(1,730)
Capitalized software and development costs	(9,320)		(9,765)		(12,590)
Purchase of investments	(210,780)		(444,695)		(137,631)
Maturities of investments	310,106		478,253		299,002


Business acquisitions, net of cash acquired	—		(4,116)		(51,874)
Net cash provided by (used in) investing activities	89,760		19,538		95,177
CASH FLOW FROM FINANCING ACTIVITIES:



Proceeds from sales of shares through employee equity incentive plans	2,583		5,124		6,781
Payments for taxes related to net settlement of equity awards	—		(329)		(34,424)
Proceeds from exercise of warrants	—		—		27,844





Other	—		—		76
Net cash provided by financing activities	2,583		4,795		277
Net change in cash, cash equivalents, and restricted cash	71,030		(34,380)		(23,108)
Effect of exchange rate changes on cash	(374)		154		249
Cash, cash equivalents, and restricted cash at beginning of year	82,902		117,128		139,987
Cash, cash equivalents, and restricted cash at end of period	$	153,558	$	82,902	$	117,128

Supplemental disclosures of cash flow information

Cash paid for taxes	$	333	$	780	$	651
Supplemental disclosures of non-cash investing and financing information
Earn-out liability recognized upon the re-allocation	$	—	$	—	$	896
Reclassification of remaining contingent Earn-out liability upon triggering events	$	—	$	—	$	242,429



Common stock issued in connection with acquisition	$	—	$	5,748	$	19,219
Unpaid cash consideration in connection with acquisition	$	—	$	—	$	4,348

The accompanying notes are an integral part of these consolidated financial statements.

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MATTERPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Matterport, Inc., together with its subsidiaries (“Matterport” or the “Company”), is leading the digitization and datafication of the built world. Matterport’s pioneering technology has set the standard for digitizing, accessing and managing buildings, spaces and places online. Matterport’s platform, comprised of innovative software, spatial data-driven data science, and 3D capture technology, has broken down the barriers that have kept the largest asset class in the world, buildings and physical spaces, offline and underutilized for so long. The Company was incorporated in the state of Delaware in 2011. The Company is headquartered at Sunnyvale, California.

On July 22, 2021 (the “Gores Closing Date”), the Company consummated the merger (collectively with the other transactions described in the Gores Merger Agreement, the “Gores Merger”, “Gores Closing”, or “Gores Transactions”) pursuant to an Agreement and Plan of Merger, dated February 7, 2021 (the “Gores Merger Agreement”), by and among the Company (formerly known as Gores Holdings VI, Inc.), the pre-Merger Matterport, Inc. (now known as Matterport Operating, LLC) (“Legacy Matterport”), Maker Merger Sub, Inc. (“Gores First Merger Sub”), a direct, wholly owned subsidiary of the Company, and Maker Merger Sub II, LLC (“Gores Second Merger Sub”), a direct, wholly owned subsidiary of the Company, pursuant to which Gores First Merger Sub merged with and into Legacy Matterport, with Legacy Matterport continuing as the surviving corporation (the “Gores First Merger”), and immediately following the Gores First Merger and as part of the same overall transaction as the Gores First Merger, Legacy Matterport merged with and into Gores Second Merger Sub, with Gores Second Merger Sub continuing as the surviving entity as a wholly owned subsidiary of the Company, under the new name “Matterport Operating, LLC”. Upon the closing of the Gores Merger, we changed our name to Matterport, Inc.

Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiaries following the Gores Merger, “Gores” refers to the Company prior to the Gores Merger and “Legacy Matterport” refers to Matterport, Inc. prior to the Gores Merger.

CoStar Group Merger Agreement

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MATTERPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

performance by the parties with their respective covenants in the CoStar Group Merger Agreement in all material respects, and (v) the absence of a material adverse effect (as defined in the CoStar Group Merger Agreement) with respect to Matterport or CoStar Group on or after the date of the CoStar Group Merger Agreement.

The CoStar Group Merger Agreement contains termination rights for either or each of CoStar Group and the Company, including if the consummation of the CoStar Group Mergers does not occur on or before January 21, 2025, subject to three extensions of three months if on such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived. The Company and CoStar agreed to the first extension on January 21, 2025. The Merger Agreement requires the CoStar Group to pay an $85 million fee to the Company in the event the Merger Agreement is terminated under specified circumstances, including, among others: if certain antitrust approvals are not obtained or a governmental order related to antitrust or competition matters prohibits the consummation of the transaction.

During the year ended December 31, 2024, other than CoStar Group Mergers-related expenses incurred, the terms of the CoStar Group Merger Agreement did not materially affect the results reported in our audited consolidated financial statements. CoStar Group Mergers-related transaction costs (“Transaction Costs”) in the year ended December 31, 2024 were approximately $15.9 million and were primarily included in “Selling, general, and administrative expenses” on our consolidated statement of operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Reclassification

Certain prior-period amounts have been reclassified in the accompanying Consolidated Financial Statements and Notes thereto in order to conform to the current period presentation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements and accompanying notes. Significant estimates include assumptions used to measure stock-based compensation, fair value of assets acquired and liabilities assumed in business combinations, fair value of identified intangibles, goodwill impairment, valuation of deferred tax assets, the estimate of net realizable value of inventory, allowance for doubtful accounts, the fair value of warrants liability, loss contingencies, and the determination of stand-alone selling price of various performance obligations. As a result, many of the Company’s estimates and assumptions require increased judgment and these estimates may change materially in future periods.

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MATTERPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and various other factors, including the current economic environment, which management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company adjusts such estimates and assumptions when dictated by facts and circumstances. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. Actual results may differ materially from those estimates.

Segment Information

The Company has a single operating segment and reportable segment. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. Refer to Note 3, for information regarding the Company’s revenue by geography. Substantially all of the Company’s long-lived assets are located in the United States.

The Company has one operating and reportable segment and presents the comparative periods on a consolidated basis to reflect the one reportable segment. The Company’s Chief Executive Officer, its Chief Operating Decision Maker ("CODM"), is regularly provided financial information consistent with the Consolidated Statement of Operations presented within. The CODM also uses segment gross profit for evaluating product pricing. Net income (loss) is used to monitor budget versus actual results. The CODM considers budget-to-actual variances on a monthly basis when making decisions about allocating capital, personnel to the segment, and in establishing management’s compensation.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments, and accounts receivable. The Company maintains its cash balances in accounts held by major banks and financial institutions located in the United States. Such bank deposits from time to time may be exposed to credit risk in excess of the Federal Deposit Insurance Corporation insurance limit, and the Company considers such risk to be minimal.

The Company invests only in high-quality credit instruments and maintains our cash and cash equivalents and available-for-sale investments in fixed income securities. Management believes that the financial institutions that hold our investments are financially sound and, accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits.

The Company’s accounts receivable is derived from customers located both inside and outside the United States. The Company mitigates its credit risks by performing ongoing credit evaluations of the financial condition of its customers and requires advance payment from customers in certain circumstances. The Company generally does not require collateral from its customers.

No customer accounted for more than 10% of the Company’s total accounts receivable at December 31, 2024 and 2023. No customer accounted for more than 10% of the Company’s total revenue for the years ended December 31, 2024, 2023, and 2022.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash and cash equivalents include cash on hand and amounts on deposit with financial institutions. Amounts receivable from credit card processors of approximately $1.6 million and $1.9 million as of December 31, 2024 and 2023, respectively, are also considered cash equivalents because they are both short-term and highly-liquid in nature and are typically converted to cash approximately three to five business days from the date of the underlying transaction.

Restricted cash consists of cash deposited as collateral related to a litigation bond in a third-party insured account. Refer to Note 8. Commitments and Contingencies for additional information.

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Accounts Receivable, Net

Accounts receivable consists of current trade receivables due from customers recorded at the invoiced amount, net of allowances for doubtful accounts.

The Company’s accounts receivable represent amounts due from customers arising from revenue and are stated at the amount the Company expects to collect from outstanding balances. On a periodic basis, the Company evaluates accounts receivable estimated to be uncollectible and provides allowances, as necessary, for doubtful accounts. Management regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice, each customer’s expected ability to pay, and the collection history with each customer, when applicable, to determine whether a specific allowance is appropriate. The allowances are based on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific customers, historical experience with bad debts, receivables aging, current economic conditions, reasonable and supportable forecasts of future economic conditions, and after factors that may affect the ability to collect from customers.

The allowance for doubtful accounts was $1.1 million and $1.2 million as of December 31, 2024 and 2023, respectively.

Fair Value Measurement

The Company accounts for certain of its financial assets and liabilities at fair value. The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risks. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in those financial instruments.

Accounts receivable and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments.

Inventories

Inventories consist primarily of finished goods, assemblies, and raw materials. Assemblies are generally purchased from contract manufacturers. Inventories are valued at the lower of cost or net realizable value. Costs are determined using standard cost, which approximates actual cost on a first-in, first-out basis. The Company assesses the valuation of inventory and periodically adjusts the value for estimated excess and obsolete inventory based upon estimates of future demand and market conditions, as well as damaged or otherwise impaired goods.

The Company recorded a provision for excess and obsolete inventory of nil, $1.7 million, and $1.0 million for the years ended December 31, 2024, 2023, and 2022, respectively. The Company also recorded a liability of nil and $0.1 million respectively, as of December 31, 2024 and 2023, arising from firm, non-cancelable, and unhedged inventory purchase commitments in excess of anticipated demand or net realizable value consistent with its valuation of excess and obsolete inventory. Such liability was included in accrued and other current liabilities on the consolidated balance sheets. Both provision for excess and obsolete and accrued loss on firm inventory purchase commitments were recorded in cost of product revenue in the consolidated statements of operations.

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Property and Equipment, Net

Property and equipment are stated at cost, less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives as follows:


Machinery and equipment			3 - 7 years
Furniture and fixtures			3 years
Capitalized software and development costs			3 years
Leasehold improvements			Shorter of remaining lease term or 10 years

Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheets and the resulting gain or loss is reflected in general and administrative expenses in the consolidated statements of operations. Maintenance and repairs are charged to operations as incurred.

Impairment of Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable assets and liabilities acquired in each business combination. Goodwill will be evaluated for impairment on an annual basis in the fourth quarter of the Company’s fiscal year, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company has elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, including goodwill. If the Company determines that it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the single reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill.

Intangible Assets and Other Long-Lived Assets

The Company evaluates events and changes in circumstances that could indicate carrying amounts of purchased intangible assets and other long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of these assets by determining whether or not the carrying amount will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of an asset group, the Company will record an impairment loss for the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Acquired property and equipment and finite-lived intangible assets are amortized over their useful lives. The Company evaluates the estimated remaining useful life of these assets when events or changes in circumstances warrant a revision to the remaining period of amortization. If the Company revises the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life on a prospective basis.

The Company did not recognize any impairment losses on goodwill, intangible assets, or other long-lived assets for the years ended December 31, 2024, 2023, and 2022, respectively.

Investments

The Company classifies its investments in marketable and non-marketable securities as available-for-sale debt securities at the time of purchase based on the legal form of the security, the Company’s intended holding period for the security, and the nature of the transaction. Investments not considered cash equivalents and with maturities within one year or less from the consolidated balance sheet date are classified as short-term investments. Investments with maturities greater than one year from the consolidated balance sheet date are classified as long-term investments.

The Company determines the classification of the investments in marketable debt securities at the time of purchase and reevaluates such determination at each balance sheet date. Debt securities in an unrealized loss position are written down to its fair value with the corresponding change recorded in other income, net in the consolidated statements of

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operations, if it’s more likely than not that the Company will be required to sell the impaired security before recovery of its amortized costs basis, or have the intention to sell the security. If neither of these conditions are met, it is determined whether a credit loss exists by comparing the present value of the expected cash flows of the security with its amortized cost basis. An allowance for credit losses is recorded in other income, net in the consolidated statements of operations for an amount not to exceed the unrealized loss. Unrealized losses that are not credit-related are included in accumulated other comprehensive loss in stockholders’ equity.

The Company also has certain private equity investments without readily determinable fair values due to the absence of quoted market prices, the inherent lack of liquidity, and the fact that inputs used to measure fair value are unobservable and require management's judgment. The Company elected the measurement alternative to record these investments at cost and to adjust for impairments and observable price changes resulting from transactions with the same issuer within the statement of operations. Refer to Note 7. Fair Value Measurements for additional information.

Business Combination

Business acquisitions are accounted for using the acquisition method under Accounting Standards Codifications (“ASC”) 805, Business Combinations (“ASC 805”), which requires recording assets acquired and liabilities assumed at fair value as of the acquisition date. Under the acquisition method of accounting, each tangible and separately identifiable intangible asset acquired and liabilities assumed is recorded based on their preliminary estimated fair values on the acquisition date. The initial valuations are derived from estimated fair value assessments and assumptions used by management. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Additional information existing as of the acquisition date but unknown to the Company may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded.

Acquisition related transaction costs are expensed as incurred and are recorded in selling, general, and administrative expenses in the Consolidated Statements of Operations. The Company incurred nil, nil, and $1.6 million of acquisition-related costs for the years ended December 31, 2024, 2023, and 2022.

Intangible Assets

Acquisition-related intangible assets with finite lives are accounted for at fair value as of the date of acquisition, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets.

Operating Leases

The Company is a lessee in several noncancellable operating leases, primarily real estate facilities for office space. In accordance with the Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), the Company determines if an arrangement is a lease or contains a lease at contract inception, and accounts for leases to recognize right-of-use (ROU) assets and lease liabilities arising from operating leases with terms longer than 12 months on our consolidated balance sheets beginning January 1, 2022. Lease expense is recognized on a straight-line basis over the lease term. The Company did not have any financing leases in any of the periods presented.

For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at lease commencement date. Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, its incremental borrowing rate. As the rate implicit in the lease is generally not readily determinable for the Company's operating leases, the Company uses an incremental borrowing rate as the discount rate for the lease. The Company's incremental borrowing rate is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses its understanding of what its collateralized credit rating would be as an input to deriving an appropriate incremental borrowing rate. The operating lease right-of-use asset includes any lease payments made and excludes lease incentives.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company uses the non-cancelable lease term when recognizing the ROU assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised. The Company accounts for the lease and non-lease components as a single lease component.

Leases with a term of twelve months or less are not recognized on the consolidated balance sheets but are recognized as expense on a straight-line basis over the term of the lease.

Loss Contingencies and Litigation Expense

The Company is subject to the possibility of losses from various contingencies including certain legal proceedings. Significant judgment is necessary to estimate the probability and amount of a loss, if any, from such contingencies. An accrual is made when it is probable that a liability has been incurred or an asset has been impaired, and the amount of loss can be reasonably estimated. In accounting for the resolution of contingencies, significant judgment may be necessary to estimate amounts pertaining to periods prior to the resolution that are charged to operations in the period of resolution and amounts related to future periods. If only a range of estimated losses can be determined, the Company records an amount within the range that, in its judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, the Company records the low end of the range. Any such accrual would be charged to expense in the appropriate period. The Company recognizes litigation expense in the period in which the litigation services were provided.

Warrants Liability

Earn-out Arrangement

In connection with the reverse recapitalization and pursuant to the Gores Merger Agreement, eligible Legacy Matterport stockholders and Legacy Matterport stock option and restricted stock unit (“RSU”) holders were entitled to receive an aggregate of approximately 23.5 million shares (“Earn-out Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”) upon the Company achieving certain Earn-out Triggering Events during the Earn-out Period (as described in Note 11 “Contingent Earn-Out Awards”).

In accordance with ASC 815-40, Earn-out Shares issuable to Legacy Matterport common stockholders in respect of such common stock are not solely indexed to the common stock and therefore are accounted for as contingent earn-out liability on the consolidated balance sheet at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations. If the applicable triggering event is achieved for a tranche, the Company will reclassify the outstanding earn-out liability to additional paid-in capital upon triggering event and account for the Earn-out Shares for such tranche as issued and outstanding common stock upon the share release.

Earn-out Shares issuable to certain holders of Legacy Matterport stock options and RSUs in respect of such stock options and RSUs (the “Earn-out Awards”) are subject to forfeiture and are accounted for in accordance with ASC 718. The Company measures and recognizes stock-compensation expense based on the fair value of the Earn-out Awards over the derived service period for each tranche. Forfeitures are accounted for as they occur.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

common stockholders are recognized as contingent earn-out liability, and the reallocated issuable shares to Legacy Matterport stock options and RSUs holders are recognized as stock-based compensation over the remaining derived service period based on the fair value on the date of the reallocation.

The estimated fair value of the Earn-out Shares is allocated proportionally to contingent earn-out liability and the grant date fair value of the Earn-out Awards. The estimated fair value of the Earn-out Shares is determined using a Monte Carlo simulation prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current price of shares of Class A common stock, expected volatility, risk-free rate, expected term and dividend rate. The contingent earn-out liability is categorized as a Level 3 fair value measurement because the Company estimates projections during the Earn-out Period utilizing unobservable inputs. See Note 7 “Fair Value Measurement” and Note 11 “Contingent Earn-Out Awards” for additional information.

All six Earn-out Triggering Events occurred as of January 18, 2022, which resulted in the Company issuing an aggregate of 21.5 million Earn-out Shares to the eligible Legacy Matterport stockholders and Legacy Matterport RSU and stock option holders, which reflects the withholding of approximately 2.0 million Earn-out Shares to cover tax obligations. Refer to Note 11 “Contingent Earn-out Awards” and Note 12 “Stock Plan” for additional information.

Comprehensive Loss and Foreign Currency Translation

The functional currency of Matterport, Inc. and its wholly owned subsidiaries in Singapore and Japan is the U.S. dollar. Prior to January 1, 2022, Matterport, Inc.’s United Kingdom (“U.K.”) subsidiary used the British Pound as its functional currency to maintain its books and records. Effective January 1, 2022, the Company considered the economic factors outlined in Financial Accounting Standards Board (“FASB”) ASC Topic No. 830 — Foreign Currency Matters in the determination of the functional currency and concluded that the predominance of factors supports the change in functional currency to the U.S. dollar for the U.K. subsidiary. The Company translates its monetary assets and liabilities for its subsidiaries with a functional currency other than the U.S. dollar by using the applicable exchange rate as of the consolidated balance sheet date, and the consolidated statements of comprehensive loss and consolidated statements of cash flows are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the consolidated financial statements are recorded as accumulated other comprehensive income or loss.

For transactions that occur in a foreign currency other than the functional currency of Matterport, Inc. or its subsidiaries, the Company records the transaction at the applicable rate on the date of recognition. Monetary assets and liabilities are remeasured at each consolidated balance sheet date until settled and changes are reported as transaction gains or losses in other income (expense), net in the consolidated statements of comprehensive loss.

Revenue Recognition

In accordance with ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”), the Company determines the amount of revenue to be recognized through the application of the following steps: (1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) performance obligations are satisfied. The Company recognizes revenue upon transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

Nature of Revenue

The Company recognizes revenue from subscription, license, services and sale of products.

Subscription — Revenues comprise of fees that provide customer access to ordered subscription services. Customers have the ability to select from several levels of subscription to the Matterport platform (“Subscription Levels”). Each selected Subscription Level includes Subscription Level-specific features and Subscription Level-specific pricing for add-ons that are available to the user at any time during the subscription term.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Subscription fees are invoiced in advance of the service being provided to the customer. Typical payment terms provide that customers pay within 30 days of invoice. The portion of the transaction price allocated to the subscription is recognized ratably over the subscription term, which typically ranges from one month to a year as the Company’s management has concluded that the nature of the Company’s promise to the customer is to provide continuous access to the Matterport platform, which represents a stand-ready obligation provided throughout the subscription period. Annual and monthly subscriptions are renewed automatically at the end of each term.

The Company’s contracts with customers typically do not include termination rights for convenience, nor do they include terms with a significant financing component.

Services — The Company provides capture services of spatial data and other add-on services to existing subscription customers. Capture services and other add-on services are typically invoiced in advance or in arrears on a monthly basis as services are provided. The Company recognizes revenue as the services are delivered.

Product — The Company provides 3D capture cameras and third-party capture devices to customers. Cameras are invoiced upon shipment or at the point of sale. The portion of the transaction price allocated to the camera is recognized upon control transferring to the customer. Revenue from sales to end users is recognized upon shipment, net of estimates of returns, as these buyers are entitled to return the camera within 30 days from the date of purchase for a full refund. These rights are accounted for as variable consideration and recognized as a reduction to the revenue recognized. Estimates of returns are made at contract inception and updated each reporting period. Revenue from sales to value-added resellers is recognized upon shipment and resellers do not have rights of return.

The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the Company’s promise to transfer the associated products, rather than as a separate performance obligation. Accordingly, the Company records amounts billed for shipping and handling costs as a component of net product sales and classifies such costs as a component of cost of products.

Arrangements with Multiple Performance Obligations

The Company’s contracts with customers frequently include multiple performance obligations that may consist of subscription, license, services and products. For these contracts, the transaction price is allocated to each performance obligation on a relative standalone selling price (“SSP”). The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation.

The Company determines SSP based on the Company’s best estimates and judgments by considering its pricing strategies, historical selling price of these performance obligations in similar transactions, bundling and discounting practices, customer and geographic information, and other factors. More than one SSP may exist for individual goods and services due to the stratification of those goods and services, considering attributes such as the size of the customer and geographic region. The allocation of transaction price among performance obligations in a contract may impact the amount and timing of revenue recognized in the consolidated statements of operations during a given period.

Deferred Commission, Net

Incremental costs of obtaining a contract with a customer consist primarily of direct sales commissions incurred upon execution of the contract. These costs require capitalization under ASC 340-40, Other Assets and Deferred Costs — Contracts and Customers, and amortization over the estimated period over which the benefit is expected to be received as direct sales commissions paid for subscription renewals are not commensurate with the amounts paid for initial contracts. The Company applies the practical expedient and expenses commissions when incurred if the amortization period is one year or less. The capitalized direct commission costs are included in other assets on the Company’s consolidated balance sheets and the amortization of these costs is included in selling, general, and administrative in the Company’s consolidated statements of operations. Deferred commission, net was $8.0 million and $7.0 million as of December 31, 2024 and 2023, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Advertising Costs

Advertising costs are expensed as incurred and included in selling, general, and administrative in the consolidated statements of operations. Advertising expense was $11.7 million, $8.9 million, and $17.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Research and Development Costs

Research and development costs are expensed as incurred and consist primarily of salaries, consulting services, and other direct expenses.

Internal-Use Software Development Costs

The Company capitalizes certain costs related to developed or modified software solely for its internal use and cloud-based applications used to deliver the Matterport platform. The Company capitalizes costs during the application development stage once the preliminary project stage is complete, management authorizes and commits to funding the project, and it is probable that the project will be completed and that the software will be used to perform the function intended. Costs related to preliminary project activities and post-implementation activities are expensed as incurred.

Restructuring Costs

The Company’s restructuring costs consist of a one-time payment of termination benefits and the ongoing cost of benefits related to the reduction of its workforce and other costs, and the charges related to the cease use of certain facilities to align with the Company’s anticipated operating needs. The timing of recognition for severance costs depends on whether employees are required to render service until they are terminated in order to receive the termination benefits. If employees are required to render service until they are terminated in order to receive the termination benefits, a liability is recognized ratably over the future service period. Otherwise, a liability is recognized when management has committed to a restructuring plan and has communicated those actions to employees. Employee termination benefit costs covered by existing benefit arrangements are recognized when management has committed to a restructuring plan and has determined the severance costs are probable and estimable. Other costs primarily consist of cease use charges for the related operating lease right-of-use assets for office leases, which are recognized ratably from the decision date to the cease-use date.

Stock-Based Compensation

The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and uses the straight-line method to recognize stock-based compensation. For stock options with performance conditions, the Company records compensation expense when it is deemed probable that the performance condition will be met. The Company accounts for forfeitures as they occur. The Company selected the Black-Scholes option-pricing model as the method for determining the estimated fair value for stock options. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock.

The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions:

Expected Volatility — The Company estimated volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected term.

Expected Term — The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company has elected to use the midpoint of the stock options vesting term and contractual expiration period to compute the expected term, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

Risk-Free Interest Rate — The risk-free interest rate is based on the implied yield available on U.S. Treasury zero coupon issues with a term that is equal to the options’ expected term at the grant date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dividend Yield — The Company has never declared or paid dividends and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.

Income Taxes

The Company utilizes the asset and liability method for computing its income tax provision. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating loss, capital loss, and tax credit carryforwards, using enacted tax rates. The Company’s management makes estimates, assumptions, and judgments to determine the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes recovery is not likely, establishes a valuation allowance.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

Net Loss per Share Attributable to Common Stockholders

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of redeemable convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the Company’s redeemable convertible preferred stock do not have a contractual obligation to share in the losses.

Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. As the Company has reported loss for the periods presented, all potentially dilutive securities are antidilutive, and accordingly, basic net loss per share equals diluted net loss per share.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) reflects gains and losses that are recorded as a component of stockholders’ equity and are excluded from net income (loss).

Accounting Pronouncements

Recently Adopted Accounting Standard

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss, the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss. The Company adopted the new standard, effective January 1, 2024 using a retrospective method. As such, the Company has expanded the segment disclosures for the reporting periods in Note 17. Segment Information.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures (“ASU 2023-09”) to enhance the transparency, effectiveness and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

beginning after December 15, 2024 on a prospective basis. Early adoption and retrospective application are permitted. The Company is currently assessing the impact the guidance will have on the Company’s financial statements and disclosures.

In November 2024, the FASB issued ASU No.2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) to require public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating whether this standard will have a material impact on our consolidated financial statements.

3. REVENUE

Disaggregated Revenue—The following table shows the revenue by geography for the years ended December 31, 2024, 2023, and 2022, respectively (in thousands):


	Year ended December 31,
		2024		2023		2022
Revenue:
United States		$	109,224	$	100,164	$	81,842
International		60,475		57,584		54,283
Total revenue		$	169,699	$	157,748	$	136,125

No country other than the United States accounted for more than 10% of the Company’s revenue for the years ended December 31, 2024, 2023, and 2022, respectively. The geographical revenue information is determined by the ship-to address of the products and the billing address of the customers of the services.

The following table shows over time versus point-in-time revenue for the years ended December 31, 2024, 2023, and 2022, respectively (in thousands):


	Year Ended December 31,
		2024		2023		2022
Over time revenue		$	140,854	$	124,859	$	101,057
Point-in-time revenue		28,845		32,889		35,068
Total		$	169,699	$	157,748	$	136,125

Contract Asset and Liability Balances—Contract assets consist of unbilled accounts receivable and are recorded when revenue is recognized in advance of scheduled billings. Scheduled billings in advance of revenue recognized results in the timing of revenue recognition differing from the timing of invoicing to customers, and this timing difference results in contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. The accounts receivable and contract balances as of December 31, 2024 and 2023 were as follows (in thousands):


	Year Ended December 31,
	2024		2023
Accounts receivable, net	$	10,907	$	15,094
Unbilled accounts receivable	$	2,273	$	1,831
Deferred revenue	$	29,535	$	26,435

During fiscal years 2024, 2023, and 2022, the Company recognized revenue of $23.2 million, $14.6 million, and $9.2 million that was included in the deferred revenue balance at the beginning of the fiscal year, respectively. Contracted but unsatisfied performance obligations were $76.2 million and $64.7 million at the end of fiscal years 2024 and 2023, respectively and consisted of deferred revenue and backlog. The contracted but unsatisfied or partially unsatisfied

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performance obligations expected to be recognized over the next 12 months at the end of fiscal year 2024 were $52.1 million and the remaining obligations are expected to be recognized thereafter.

As of December 31, 2024, the contracted but unsatisfied or partially unsatisfied performance obligations expected to be recognized are as follows (in thousands):


	Amount
Fiscal years ending December 31,
2025	$	52,122
2026	17,484
2027	5,031
2028	1,066
2029	495

Total	$	76,198

4. ACQUISITIONS

VHT, Inc. Acquisition

On June 10, 2022, the Company entered into an Agreement and Plan of Merger (the “Purchase Agreement”) with VHT, Inc. (“VHT”), known as VHT Studios, a U.S.-based real estate marketing company that offers brokerages and agents digital solutions to promote and sell properties. On July 7, 2022 (the “VHT Acquisition Date”), pursuant to the Purchase Agreement, the Company completed the acquisition of VHT (the “VHT Acquisition”), which expands Matterport Capture Services by bringing together Matterport digital twins with professional photography, drone capture and marketing services. With this acquisition, the Company aims to increase adoption of digital twin technology and expand further into the residential real estate industry while adding marketing services for other key markets such as commercial real estate, travel and hospitality, and the retail sector.

Under the terms of the Purchase Agreement, the consideration consisted of an all-cash purchase price of $23.0 million subject to certain adjustments based on a determination of closing net working capital, transaction expenses, cash and investments and closing indebtedness. The total purchase consideration for the VHT Acquisition was $22.7 million.

The Company has accounted for the VHT Acquisition as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on the estimated fair values at the VHT Acquisition Date, as presented in the following table (in thousands):


	Amount
Goodwill	$	15,603
Identified intangible assets	6,900
Net assets acquired	215
Total	$	22,718

Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from leveraging VHT’s customer relationships. The goodwill is not deductible for income tax purposes.

The following table summarizes the estimated fair values and estimated useful lives of the components of identifiable intangible assets acquired as of the VHT Acquisition Date (in thousands, except years):


	Fair Value		Estimated Useful Life
Customer Relationships	$	6,900	10 years

Customer relationships represent the fair value of future projected revenue that will be derived from sales to existing customers of VHT. The economic useful life was determined based on historical customer turnover rates and industry benchmarks.

The fair value of customer relationships was estimated using the multi-period excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows. Significant assumptions used in the discounted cash flow analysis for direct customer relationships were the revenue growth rate, customer attrition rate, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and discount rate.

Unaudited Pro Forma Financial Information

The following table summarizes the pro forma consolidated information for the Company assuming the acquisition of VHT had occurred as of January 1, 2022. The unaudited pro forma information for all periods presented includes the business combination accounting effects resulting from the acquisition, including amortization for intangible assets acquired and acquisition-related charges. The unaudited pro forma financial information for the year ended December 31, 2022 as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2022.


	Year Ended December 31,
	2022
(in thousands, except per share data)
Total revenue	$	146,573
Net loss	$	(110,625)
Basic earnings per share	$	(0.39)
Diluted earnings per share	$	(0.39)

Enview Inc. Acquisition

On January 5, 2022 (the “Enview Acquisition Date”), the Company completed the acquisition (the “Enview Acquisition”) of Enview, Inc. (“Enview”), a privately-held company engaged in the development of AI algorithms to identify natural and man-made features in geospatial data using various techniques. The Company has completed the purchase accounting with a total purchase consideration for the Enview Acquisition of $64.3 million. The total purchase consideration consisted of the following (in thousands):


	Amount
Cash(1)	$	39,336
Common stock (1.6 million shares)(2)	24,988

Total	$	64,324

(1) The Company paid $4.3 million and $35.0 million in cash consideration during the year ended December 31, 2023 and 2022.

(2) On the Enview Acquisition Date, the Company's closing stock price was $15.73 per share. The Company issued 0.4 million and 1.2 million shares during the year ended December 31, 2023 and 2022, respectively.

The Company has accounted for the Enview Acquisition as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on the fair values at the Enview Acquisition Date. The purchase price allocation includes adjustments for additional information that existed as of the Enview Acquisition Date but at that time was unknown and became known during the measurement period of 12 months from the Enview Acquisition Date. The following table summarizes the allocation of purchase consideration on the Enview Acquisition Date, inclusive of measurement period adjustments (in thousands):


	Amount
Goodwill	$	53,990
Identified intangible assets	5,400
Net assets acquired	4,934


Total	$	64,324

Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating Enview technology with Matterport’s products and services. The goodwill is not deductible for income tax purposes.

The following table summarizes the estimated fair values and estimated useful lives of the components of identifiable intangible assets acquired as of the Enview Acquisition Date (in thousands, except years):


	Fair Value		Estimated Useful Life
Developed technology	$	5,400	5 years

Developed technology relates to existing Enview technology of its AI algorithms to identify natural and man-made features in geospatial data. The economic useful life was determined based on the technology cycle related to the developed technology of existing services, as well as the cash flows anticipated over the forecasted periods.

The fair value of developed technology was estimated using the multi-period excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows. Significant assumptions used in the discounted cash flow analysis for the developed technology were the revenue growth rates, EBITDA margins, obsolescence technology factor, and discount rate.

Pro forma results of operations have not been presented because the effects of the Enview Acquisition were not material to the Company’s consolidated statements of operations.

5. GOODWILL AND INTANGIBLE ASSETS

The Company performed its annual impairment analysis of goodwill during the fourth quarter of fiscal year 2024 and concluded that it was more likely than not that the fair value of its reporting unit exceeds its carrying amount. In assessing the qualitative factors, the Company considered the impact of these key factors: change in industry and competitive environment, growth in market capitalization, and budgeted-to-actual revenue performance for the twelve months ended December 31, 2024. There have been no triggering events identified affecting the valuation of goodwill subsequent to the annual impairment test.

Goodwill—As of December 31, 2024 and 2023, goodwill was $69.6 million.

Purchased Intangible Assets—The following table presents details of the Company’s purchased intangible assets as of December 31, 2024 and 2023 (in thousands).


	December 31, 2024						December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Developed technology	$	5,400	$	(3,225)	$	2,175	$	5,400	$	(2,146)	$	3,254
Customer relationships	6,900		(1,725)		5,175		6,900		(1,034)		5,866
Total	$	12,300	$	(4,950)	$	7,350	$	12,300	$	(3,180)	$	9,120

The Company recognized amortization expense of $1.8 million, $1.8 million and $1.4 million, for the years ended December 31, 2024, 2023, and 2022, respectively.

The following table summarizes estimated future amortization expense for the Company’s intangible assets as of December 31, 2024 (in thousands):


	Amount
2025	$	1,770
2026	1,770
2027	705
2028	690
2029	690
2030 and thereafter	1,725
Total future amortization expense	$	7,350

6. BALANCE SHEET COMPONENTS

Allowance for Doubtful Accounts—Allowance for doubtful accounts as of December 31, 2024, 2023, and 2022 and the rollforward for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):


	Year Ended December 31,
		2024		2023		2022
Balance—beginning of period		$	(1,155)	$	(1,212)	$	(291)
Increase in reserves		(699)		(601)		(1,245)
Write-offs		766		658		324
Balance—end of period		$	(1,088)	$	(1,155)	$	(1,212)

Inventories—Inventories as of December 31, 2024 and 2023, consisted of the following (in thousands):


	Year Ended December 31,
	2024		2023
Finished goods	$	2,963	$	6,179
Work in process	628		826
Purchased parts and raw materials	1,985		2,110
Total inventories	$	5,576	$	9,115

Property and Equipment, Net—Property and equipment as of December 31, 2024 and 2023, consisted of the following (in thousands):


	Year Ended December 31,
	2024		2023
Machinery and equipment	$	4,294	$	4,087
Furniture and fixtures	406		355
Leasehold improvements	751		713
Capitalized software and development costs	93,546		75,123
Total property and equipment	98,997		80,278
Accumulated depreciation and amortization	(69,279)		(47,807)
Total property and equipment, net	$	29,718	$	32,471

Depreciation and amortization expenses of property and equipment were $21.5 million, $17.7 million and $11.9 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Additions to capitalized software and development costs, inclusive of stock-based compensation in the years ended December 31, 2024, 2023, and 2022, was $18.4 million, $19.5 million and $26.7 million, respectively. These are recorded as part of property and equipment, net on the consolidated balance sheets. Amortization expense was $20.8 million, $16.9 million and $11.2 million for years ended December 31, 2024, 2023, and 2022, respectively, of which $19.0 million, $15.5 million and $10.2 million was recorded to costs of revenue related to subscription and $1.8 million, $1.4 million and $1.0 million to selling, general and administrative in the consolidated statements of operations, respectively.

Accrued Expenses and Other Current Liabilities—Accrued expenses and other current liabilities as of December 31, 2024 and 2023, consisted of the following (in thousands):


	Year Ended December 31,
	2024		2023
Accrued compensation	$	4,575	$	4,362
Tax payable	729		1,107
ESPP contribution	202		243


Short-term operating lease liabilities	206		1,277
Accrued loss on firm inventory purchase commitments	—		36
Litigation expense	95,000		—
Other current liabilities	5,901		6,329
Total accrued expenses and other current liabilities	$	106,613	$	13,354

7. FAIR VALUE MEASUREMENTS

We categorize assets and liabilities recorded or disclosed at fair value on the consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows:

Level 1—Inputs are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The inputs require significant management judgment or estimation.

100

The Company’s financial assets and liabilities that were measured at fair value on a recurring basis were as follows (in thousands):


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	35,102	$	—	$	—	$	35,102
Total cash equivalents	$	35,102	$	—	$	—	$	35,102
Short-term investments:
U.S. government and agency securities	$	87,604	$	—	$	—	$	87,604
Non-U.S. government and agency securities	—		9,847		—		9,847
Corporate debt securities	—		91,921		—		91,921

Total short-term investments	$	87,604	$	101,768	$	—	$	189,372
Long-term investments:
U.S. government and agency securities	$	23,947	$	—	$	—	$	23,947
Non-U.S. government and agency securities	—		6,502		—		6,502
Corporate debt securities	—		27,162		—		27,162

Total long-term investments	$	23,947	$	33,664	$	—	$	57,611




Total assets measured at fair value	$	146,653	$	135,432	$	—	$	282,085

Financial Liabilities:

Private warrants liability	$	—	$	—	$	1,123	$	1,123

Total liabilities measured at fair value	$	—	$	—	$	1,123	$	1,123


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	61,090	$	—	$	—	$	61,090
Total cash equivalents	$	61,090	$	—	$	—	$	61,090
Short-term investments:
U.S. government and agency securities	$	245,447	$	—	$	—	$	245,447
Non-U.S. government and agency securities	—		19,950		—		19,950
Corporate debt securities	—		23,030		—		23,030
Commercial paper	—		16,837		—		16,837
Total short-term investments	$	245,447	$	59,817	$	—	$	305,264
Long-term investments:
U.S. government and agency securities	$	21,323	$	—	$	—	$	21,323

Corporate debt securities	—		13,511		—		13,511

Total long-term investments	$	21,323	$	13,511	$	—	$	34,834




Total assets measured at fair value	$	327,860	$	73,328	$	—	$	401,188

Financial Liabilities:

Private warrants liability	$	—	$	—	$	290	$	290

Total liabilities measured at fair value	$	—	$	—	$	290	$	290

101

Our Private Warrants transferred from Level 2 to Level 3 upon the ceasing of trading activity of our Public Warrants in an active market in January 2022, see Note 10. There were no transfers among the investment fair value hierarchy during the year ended December 31, 2024 and 2023. The changes in fair value of our private warrants were as follows (in thousands):


	Amount



Balance as of December 31, 2022	$	803
Change in fair value	(513)
Balance as of December 31, 2023	$	290
Change in fair value	833
Balance as of December 31, 2024	$	1,123

102

Available-for-sale Debt Securities

The following table summarizes the amortized cost, unrealized gains and losses, and fair value of our available-for-sale debt securities as of December 31, 2024 and 2023 (in thousands):


	December 31, 2024
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Investments:
U.S. government and agency securities	$	111,482	$	148	$	(79)	$	111,551
Non-U.S. government and agency securities	16,353		15		(19)		16,349
Corporate debt securities	118,955		159		(31)		119,083

Total available-for-sale investments	$	246,790	$	322	$	(129)	$	246,983


	December 31, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Investments:
U.S. government and agency securities	$	266,339	$	444	$	(13)	$	266,770
Non-U.S. government and agency securities	19,958		—		(8)		19,950
Corporate debt securities	36,507		69		(35)		36,541
Commercial paper	16,839		6		(8)		16,837

Total available-for-sale investments	$	339,643	$	519	$	(64)	$	340,098

As of December 31, 2024 and 2023, the gross unrealized losses were not material.

Unrealized losses related to these securities are due to interest rate fluctuations as opposed to credit quality. In addition, we do not intend to sell and it is not likely that we would be required to sell these securities before recovery of their amortized cost basis, which may be at maturity. We did not recognize any credit losses related to our available-for-sale debt securities during the years ended December 31, 2024 and 2023.

In January 2021, Legacy Matterport entered a convertible note agreement with a privately-held company as a strategic investment for a principal of $1.0 million. The note bears an interest rate of 5.0% per annum and originally matured in January 2023. The convertible note receivable is accounted for as available-for-sale debt securities in other assets based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates of assumptions that market participants would use in pricing the asset, with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income (loss). The fair value of the convertible note receivable was determined using a probability-weighted assessment of redemption and conversion scenarios upon the investee closing additional financing. The key inputs to determining fair values under that approach included probability of repayment and conversion scenarios, and discount rates. The convertible note became uncollectible due to the change of the privately-held company’s financial condition as of December 31, 2022. We recognized a full impairment loss of $1.1 million in the year ended December 31, 2022, including the amortized-based cost of $1.0 million and the previously accrued interest of $0.1 million.

The following table summarizes the amortized cost and fair value of our available-for-sale debt securities as of December 31, 2024, by contractual years-to-maturity (in thousands):


	Amortized Cost		Fair Value
Due within one year	$	189,092	$	189,372
Due between one and three years	57,698		57,611
Total	$	246,790	$	246,983

103

8. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company's lease arrangements comprise of operating leases with various expiration dates through the third quarter of 2025. The lease term for all of the Company’s leases includes the noncancellable period of the lease. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into our determination of the duration of the lease arrangement.

The Company's leases do not contain any material residual value guarantees.

During the years ended December 31, 2024, 2023 and 2022, the total operating lease costs were $1.3 million, $1.9 million, and $2.1 million, respectively, which included immaterial short-term lease costs. Total variable lease costs were immaterial during the years ended December 31, 2024, 2023, and 2022. The total operating and variable lease costs were included in cost of goods sold, research and development, and selling, general and administrative expenses in the Company's consolidated statement of operations.

Average lease terms and discount rates were as follows:


	Year Ended December 31,
	2024		2023
Weighted-average remaining lease terms (in years)	0.2		1.2
Weighted-average discount rate	3.3	%	3.3	%

For the years ended December 31, 2024, 2023, and 2022 cash paid for amounts included in the measurement of operating lease liabilities was $1.3 million, $1.3 million, and $1.2 million, respectively. There were no right-of-use assets obtained in exchange for new operating lease liabilities for the year ended December 31, 2024, 2023, and 2022, as the Company did not enter any new leases.

104

The following table presents maturities of operating lease liabilities as of December 31, 2024 (in thousands):


	Amount
Fiscal years ending December 31,

2025	$	207



Thereafter	—
Total operating lease payments	207
Less: imputed interest	(1)
Present value of operating lease liabilities	$	206
Current portion of operating lease liabilities (1)	$	206
Long-term operating lease liabilities (2)	$	—

(1) Current portion of operating lease liabilities is included in accrued expenses and other current liabilities in the consolidated balance sheet.

(2) Long-term portion of operating lease liabilities is included in other long-term liabilities in the consolidated balance sheet.

Purchase Obligation—The Company has purchase obligations, which includes agreements and issued purchase orders containing non-cancelable payment terms to purchase goods and services. As of December 31, 2024, future minimum purchase obligations are as follows (in thousands):


	Purchase Obligations
2025	$	7,393





Total	$	7,393

Litigation—The Company is named from time to time as a party to lawsuits and other types of legal proceedings and claims in the normal course of business. The Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss.

105

22, 2024. On May 28, 2024, the court ruled that Matterport had a reasonable basis to deny the plaintiff’s November 2021 demand that the transfer restrictions be removed from his shares and that the plaintiff lacked standing as to whether the transfer restrictions complied with Delaware law. However, the court awarded the plaintiff $79.1 million plus pre- and post-judgment interest as damages for losses caused by Matterport’s initial refusal to issue freely transferable shares (the “Brown Judgment”). The Company recorded an aggregate litigation expense of $95.0 million in its consolidated statement of operations for the year ended December 31, 2024. On July 29, 2024, the Company filed a notice of appeal of the court’s ruling to the Delaware Supreme Court. Brown filed a notice of cross appeal on August 12, 2024. On August 14, 2024, the litigation bond was posted and the Company transferred $95.0 million in cash as collateral into a designated insured account. On September 13, 2024, the Company filed its opening brief with the Delaware Supreme Court. On October 14, 2024, Brown filed its answering brief on appeal and opening brief on cross-appeal. On November 13, 2024, the Company filed its reply brief on appeal and answering brief on cross-appeal. On November 25, 2024, Brown filed his reply brief on cross-appeal. Oral argument on the appeal was heard on February 26, 2025. The cash collateral of $95.0 million was classified as restricted cash on the Company’s consolidated financial statements as of December 31, 2024.

106

information relating to the sales process, financial projections of Matterport and CoStar Group, the valuation analyses performed by Qatalyst Partners, and negotiations over the terms of post-transaction employment of certain Matterport employees. The complaint asserted violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against all defendants, and violations of Section 20(a) of the Exchange Act against the Company’s board. The complaint sought, among other things, an injunction enjoining consummation of the CoStar Group Mergers, an order directing the individual defendants to issue a new Registration Statement, and an award of plaintiff’s costs of the action, including plaintiff’s reasonable attorneys’ and experts’ fees. On August 6, 2024, the Rose Complaint was voluntarily dismissed.

On July 24, 2024, Vinatha Kutagula, the Company’s former Chief Customer Officer, filed a complaint against the Company in the Superior Court of the State of California, County of Santa Clara alleging unlawful retaliation and wrongful termination. On December 11, 2024, the Court granted the Company’s motion to compel arbitration. On August 30, 2024, the Company received notice that Ms. Kutagula had filed a complaint with the U.S. Department of Labor with similar allegations. The Company responded to the Department of Labor on October 17, 2024. On January 31, 2025, the Company was informed that Ms. Kutagula submitted a rebuttal to the Department of Labor on November 7, 2024 to which the Company filed a response on February 17, 2025. On December 10, 2024, the Company received notice that Ms Kutagula had filed a discrimination complaint with the California Civil Rights Department and the U.S. Equal Employment Opportunity Commission (“EEOC”). The Company submitted its response on January 20, 2025.

107

The Company monitors developments in these legal matters that could affect the estimate if the Company had previously accrued. As of December 31, 2024, 2023 and 2022, there were no amounts accrued that the Company believes would be material to its financial position, except as noted above, as the range of reasonably possible losses in excess of accrued liabilities currently cannot be reasonably estimated.

Indemnification—In the ordinary course of business, the Company enters into certain agreements that provide for indemnification by the Company of varying scope and terms to customers, vendors, directors, officers, employees and other parties with respect to certain matters. Indemnification includes losses from breach of such agreements, services provided by the Company, or third-party intellectual property infringement claims. These indemnities may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments, in some circumstances, are not subject to a cap.

9. STOCKHOLDERS’ EQUITY

The Company had reserved shares of common stock for future issuance as of December 31, 2024 as follows (in thousands):


			December 31, 2024



Private warrants to purchase common stock			1,708
Common stock options outstanding and unvested RSUs under the Amended and Restated 2011 Stock Incentive Plan			50,232

Shares available for future grant under 2021 Employee Stock Purchase Plan			13,390
Shares available for future grant under 2021 Incentive Award Plan			14,949
Total shares of common stock reserved			80,279

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive income (loss) by component, net of tax (in thousands):


	Foreign Currency Translation, Net of Tax		Unrealized Gain/ Losses on Available-for-Sale Debt Securities, Net of Tax		Total
Balance at December 31, 2021	$	(52)	$	(1,487)	$	(1,539)
Net unrealized loss	—		(3,495)		(3,495)
Balance at December 31, 2022	$	(52)	$	(4,982)	$	(5,034)
Net unrealized gain	—		5,437		5,437
Balance at December 31, 2023	$	(52)	$	455	$	403
Net unrealized loss	—		(262)		(262)
Balance at December 31, 2024	$	(52)	$	193	$	141

108

10. PUBLIC AND PRIVATE WARRANTS

Prior to the Gores Closing, Gores issued 6,900,000 Public Warrants and 4,450,000 Private Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The Warrants became exercisable on December 15, 2021 and will expire on July 22, 2026, which is five years after the Closing.

Redemption of Public Warrants

Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants for cash, in whole and not in part, upon not less than 30 days’ prior written notice of redemption (“Redemption Period”) at a price of $0.01 per warrant, if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the Public Warrant holders. If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The warrants holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share.

Commencing 90 days after the Public Warrants become exercisable, we may redeem the outstanding Public Warrants, in whole and not in part, for a price equal to a number of shares of the Company’s Class A common stock to be determined based on a predefined rate based on the redemption date and the “fair market value” of the Company’s Class A common stock. The “fair market value” of our Class A common stock shall mean the average last reported sale price of our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants upon a minimum of 30 days’ prior written notice of redemption to each warrant holder, if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share on the trading day prior to the date on which we send the notice of redemption to the warrant holders.

The Private Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Warrants (except to certain permitted transferees) until 30 days after the completion of the Gores Merger. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. The Private Placement Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees.

On December 15, 2021, the Company announced to redeem all outstanding Matterport public warrants that remain outstanding at 5:00 p.m. New York City time on January 14, 2022 (the “Redemption Date”) for a redemption price of $0.01 per warrant. The Public Warrants could be exercised by the holders thereof until 5:00 p.m. New York City time on the Redemption Date to purchase fully paid and non-assessable shares of Common Stock underlying such warrants, at the exercise price of $11.50 per share. Any Public Warrants that remained unexercised at 5:00 p.m. New York City time on the Redemption Date were voided and no longer exercisable, and the holders of those Public Warrants were entitled to receive only the redemption price of $0.01 per warrant.

On January 14, 2022, the Public Warrants ceased trading on the Nasdaq Global Market. A total of 9.1 million shares of Common Stock have been issued upon the exercise of 6.4 million Public Warrants and 2.7 million Private Warrants by the holders thereof at an exercise price of $11.50 per share, including a total proceeds of $27.8 million and 2.0 million shares issued upon the exercise of 2.0 million Public Warrants during the year ended December 31, 2022. The remaining 0.6 million unexercised and outstanding Public Warrants as of 5:00 p.m. January 14, 2022 New York City time were redeemed at a price of $0.01 per Public Warrant and, as a result, no Public Warrants remained outstanding thereafter. Warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the Company’s initial public offering and that are still held by the initial holders thereof or their permitted transferees as of the Redemption Date were not subject to such redemption.

109

The following table summarizes the Public and Private Warrants activities during the fiscal year ended December 31, 2022 (in thousands). There were no activities during the fiscal years ended December 31, 2024 and 2023:


	Public Warrants	Private Warrants	Total Warrants


Outstanding as of December 31, 2021	2,552	1,708	4,260
Warrants Exercised	(1,993)	—	(1,993)
Warrants Redeemed	(559)	—	(559)
Outstanding as of December 31, 2022, 2023 and 2024	—	1,708	1,708

The Public Warrants were classified as Level 1 because there was adequate trading volume to provide a reliable indication of value from the Closing Date to the Redemption Date. The Private Warrants were classified as Level 2, from the Gores Closing Date until the Redemption Date, because the Private Warrants had similar terms and were subject to substantially the same redemption features as the Public Warrants. The fair value of the Private Warrants was deemed to be substantially the same as the fair value of the Public Warrants. Both the Public Warrants and the Private Warrants were valued at $2.00 per unit as of the Redemption Date. Upon the ceasing of trading of the Public Warrants on the Redemption Date, the fair value measurement of Private Warrants transferred from Level 2 to Level 3 and the Company used a Black Scholes model to determine the fair value of the Private Warrants.

On April 21, 2024, the Company entered into the CoStar Group Merger Agreement with CoStar Group, Inc. The CoStar Group Merger Agreement provides that, following the date of the CoStar Group Merger Agreement, Matterport shall use commercially reasonable efforts to cause the holders of each outstanding and unexercised Private Warrants exercisable for shares of Matterport Common Stock to execute a conditional exchange agreement (the “Conditional Exchange Agreement”). Pursuant to the Conditional Exchange Agreement, holders of each Private Warrants agree to exchange their Private Warrants for merger consideration upon the closing of CoStar Group Mergers. The warrant price applicable to the Conditional Exchange Agreements would be calculated in accordance with the terms of the Warrant Agreement. The warrant price applicable to the Conditional Exchange Agreements (“Conditional Warrant Price”) would be equal to the warrant price in effect as of the closing of CoStar Group Mergers, reduced by an amount (in dollars), calculated at the closing, equal to the difference of (i) the warrant price in effect prior to the closing minus (ii) (A) the Per Share Consideration minus (B) the Black-Scholes Warrant Value, which is the value of a Warrant immediately prior to the consummation of the CoStar Group Mergers based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).

Since the Company entered into the CoStar Group Merger Agreement on April 21, 2024, the Company has been using a probability-weighted scenario-based methodology to estimate the fair value of Private Warrants based upon an analysis of future values for the Private Warrants, assuming various outcomes of the pending CoStar Group Mergers. We considered two different scenarios: (a) continue using a Black-Scholes model to determine the fair value of the Private Warrants as Level 3 financial instruments as if the Company remains a standalone public company during the remaining warrant life term, and (b) the intrinsic present value of the Private Warrants upon exercise under the Conditional Warrant Price, assuming the CoStar Group Mergers are consummated during the quarter ended March 31, 2025. The primary significant unobservable input used to evaluate the fair value measurement of the Company’s Private Warrants is the expected volatility of the Company’s Common Stock. The Private Warrants were valued at $0.66 per unit as of December 31, 2024.

The following table provides the assumptions used to estimate the fair value of the Private Warrants:


	December 31, 2024		December 31, 2023
Current stock price	$	4.74	$	2.69
Strike price	$	11.50	$	11.50
Expected term (in years)	1.39 - 1.56		2.56
Expected volatility	67.0 - 69.4%		60.0		%
Risk-free interest rate	4.2%		4.0		%
Expected dividend yield	—%		—		%

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The Warrants are measured at fair value on a recurring basis. The following table presents the changes in the fair value of warrants liability (in thousands) during the years ended December 31, 2024, 2023 and 2022:


	Public Warrants		Private Warrants		Total Warrant Liabilities



Fair value at December 31, 2021	$	23,329	$	15,645	$	38,974
Change in fair value	(12,193)		(14,842)		(27,035)
Warrants Exercised	(10,018)		—		(10,018)
Warrants Redemption	(1,118)		—		(1,118)
Fair value at December 31, 2022	$	—	$	803	$	803
Change in fair value	—		(513)		(513)
Fair value at December 31, 2023	$	—	$	290	$	290
Change in fair value	—		833		833
Fair value at December 31, 2024	$	—	1,123		1,123

11. CONTINGENT EARN-OUT AWARDS

Legacy Matterport stockholders and certain holders of Legacy Matterport Stock Options and RSUs were entitled to receive a number of Earn-out Shares comprising up to 23.5 million shares of Class A common stock in the aggregate. There are six distinct tranches, and each tranche has 3.9 million Earn-out Shares. Pursuant to the Gores Merger Agreement, Common Share Price means the share price equal to the volume weighted average price of the Matterport Class A common stock for a period of at least 10 days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination. If the Common Share Price exceeds $13.00, $15.50, $18.00, $20.50, $23.00, and $25.50, the Earn-out Shares are issuable during the period beginning on the 180th day following the Closing and ending on the fifth anniversary of such date (the “Earn-out Period”). The Earn-out Shares are subject to early release if a change of control that will result in the holders of the Company common stock receiving a per share price equal to or in excess of the price target as above (collectively, the “Earn-Out Triggering Events”).

On January 18, 2022, all six Earn-out Triggering Events for issuing up to 23.5 million Earn-out Shares occurred. A total of 18.8 million shares of common stock became issuable to the eligible Legacy Matterport stockholders. Another total of 4.7 million pro rata Earn-out Shares became issuable to holders of Matterport's eligible legacy RSU and options holders were immediately vested. See Note 12 “Stock Plan” for more information.

Contingent earn-out liability was accounted for as a liability as of the date of the Gores Merger and remeasured to fair value until the Earn-out Triggering Events were met. The estimated fair value of the total Earn-out Shares was determined based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earn-out Period using the most reliable information available to be issued include events that are not solely indexed to the common stock of the Company. Upon the occurrence of the triggering events on January 18, 2022, the Company's common stock price of $12.89 per share represented the fair value of the Earn-out Awards. The Company reclassified the $242.4 million outstanding Earn-out liability to additional paid-in capital as the Earn-out shares become issuable as a fixed number of shares of common shares.

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The following table sets forth a summary of the changes in the estimated fair value of the earn-out liabilities, which were measured at fair value on a recurring basis using significant unobservable inputs (in thousands):


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)




Balance at December 31, 2021	$	377,576
Reallocation of Earn-out Shares to earn-out liability upon forfeitures	896
Change in fair value of earn-out liability	(136,043)
Issuance of Earn-out Shares upon triggering events	(242,429)
Balance at December 31, 2022, 2023, and 2024	$	—

12. STOCK PLAN

2021 Incentive Award Plan

The 2021 Plan provides that the initial aggregate number of shares of Class A common stock, available for issuance pursuant to awards thereunder shall be the sum of (a) 10% of the outstanding shares of Class A common stock as of the Closing, which is equivalent to 24.2 million shares of Class A common stock (the “Initial Plan Reserve”), (b) any shares of Class A common stock subject to outstanding equity awards under the 2011 Stock Plan which, following the effective date of the 2021 Plan, became available for issuance under the 2021 Plan and (c) an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031 equal to a number of shares equal to 5% of the aggregate number of shares of Class A common stock outstanding on the final day of the immediately preceding calendar year. The maximum aggregate number of shares of common stock that may be issued under the 2021 Plan upon the exercise of ISOs is 181.5 million shares of Class A common stock.

Shares forfeited due to employee termination or expiration are returned to the share pool. Similarly, shares withheld upon exercise to provide for the exercise price and/or taxes due and shares repurchased by the Company are also returned to the pool. As of December 31, 2024, a total of 14.9 million shares remained available for future grant under the Company’s 2021 Plan.

2021 Employee Stock Purchase Plan

The 2021 ESPP (ESPP Plan) provides that the aggregate number of shares of Class A common stock available for issuance pursuant to awards under the 2021 ESPP shall be the sum of (a) 3% of the number of outstanding shares of Class A common stock as of the Closing, which is equivalent to 7.3 million shares of Class A common stock (the “Initial ESPP Reserve”), and (b) an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of (i) 1% of the aggregate number of shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of common stock as may be determined by the Company’s board of directors; provided, however, that the number of shares of common stock that may be issued or transferred pursuant to the rights granted under the 2021 ESPP shall not exceed 15.25% of the outstanding shares of Class A common stock as of the Closing, which is equivalent to 36.9 million shares.

Our 2021 ESPP permits eligible employees to acquire shares of our common stock at 85% of the lower of the fair market value of our common stock on the first trading day of each offering period or on the purchase date. If the fair market value of our common stock on the purchase date is lower than the first trading day of the offering period, the current offering period will be cancelled after purchase and a new 24-month offering period will begin. Participants may purchase shares of common stock through payroll deductions of up to 15% of their eligible compensation, subject to purchase limits of 3,000 shares per purchase period, 12,000 per offering period, and $25,000 worth of stock for each calendar year.

The 2021 ESPP provides for consecutive offering periods that will typically have a duration of approximately 24 months in length and is comprised of four purchase periods of approximately six months in length. The offering periods are scheduled to start on the first trading day on or after June 1 and December 1 of each year, except for the first offering

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period commenced on July 23, 2021 and ended on May 31, 2023. Since June 1, 2024, given the pending CoStar Group Mergers, the Company no longer provides new offerings under the 2021 ESPP. For the year ended December 31, 2024, there were 0.7 million shares of common stock purchased under the 2021 ESPP.

The CoStar Group Merger Agreement requires the Company to terminate the final offering period (Final Offering Period), to cause the final exercise of each outstanding purchase right, under the ESPP Plan no later than ten business days before the First Effective Time and to terminate the ESPP Plan immediately prior to and effective as of the First Effective Time. In February 2025, the Company’s Compensation Committee approved the termination of the Final Offering Period under the ESPP Plan. There were 0.2 million shares of common stock issued and purchased on February 12, 2025.

Stock Option Activities—The following table summarizes the stock option activities under the Company’s stock plans for year ended December 31, 2024, 2023 and 2022 (in thousands, except for per share data):


	Options Outstanding
	Number of Shares	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Balance - December 31, 2021	42,227	$	0.63	6.9	$	844,909

Expired or canceled	(1,490)	0.76
Exercised	(7,320)	0.52
Balance - December 31, 2022	33,417	$	0.65	6.1	$	71,842
Expired or canceled	(411)	0.64
Exercised	(5,096)	0.59
Balance - December 31, 2023	27,910	$	0.66	5.3	$	56,638
Expired or canceled	(8)	1.14
Exercised	(2,012)	0.51			$	5,922
Balance - December 31, 2024	25,890	$	0.67	4.4	$	105,309
Options vested and exercisable - December 31, 2024	25,890	$	0.67	4.4	$	105,309

As of December 31, 2024, stock-based compensation expense related to unvested options has been fully amortized.

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RSU and PRSU Activities—The following table summarizes the time-based restricted stock unit (RSU) and performance-based restricted stock unit (PRSU) activity under the Company’s stock plans for the year ended December 31, 2024, 2023 and 2022 (in thousands, except per share data):


	RSUs and PRSUs
	Number of Shares	Weighted- Average Grant-Date Fair Value Price Per Share
Balance - December 31, 2021	24,744	$	17.70
Granted	24,870	4.67
Vested	(7,216)	16.44
Canceled or forfeited	(5,222)	8.85
Balance - December 31, 2022	37,176	$	10.47
Granted	10,352	2.91
Vested	(13,640)	10.24
Canceled or forfeited	(7,539)	6.30
Balance - December 31, 2023	26,349	$	8.81
Granted	14,415	2.54
Vested	(13,741)	9.07
Canceled or forfeited	(2,681)	4.05
Balance - December 31, 2024	24,342	$	5.47

Stock-based compensation expense for awards with only service conditions are recognized on a straight-line basis over the requisite service period of the related award. The PRSU awards have both service-based and performance-based vesting conditions. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter, subject to continued service. The performance-based vesting condition is satisfied upon the occurrence of a liquidity event, as defined in the Amended and Restated 2011 Stock Plan. The performance based vesting condition was deemed satisfied upon the Gores Closing.

As of December 31, 2024, unrecognized compensation costs related to unvested RSUs and PRSUs were $110.1 million and $0.1 million, respectively. The remaining unrecognized compensation costs for RSUs and PRSUs are expected to be recognized over a weighted-average period of 1.6 years and 0.3 years, respectively, excluding additional stock-based compensation expense related to any future grants of stock-based awards.

Earn-out Award Activities

As discussed in Note 11 “Contingent Earn-Out Awards”, the pro rata Earn-out Shares issuable to holders of Legacy Matterport’s RSUs and holders of Legacy Matterport’s Stock Options for such holders with respect to such holders’ Legacy RSUs and Options are expected to be accounted as stock-based compensation expense as they are subject both a market condition and a service condition to the eligible employees.

On January 18, 2022, all six Earn-out Triggering Events for issuing up to 23.5 million Earn-out Shares occurred. A total of 4.7 million pro rata Earn-out Shares issuable to holders of Matterport's eligible legacy RSU and options holders were immediately vested. The Company issued 2.7 million Earn-out Shares to Matterport's eligible legacy RSU and options holders after withholding 2.0 million of these Earn-out Shares to cover tax withholding obligations. The Company recognized all the remaining $27.6 million unamortized stock-based compensation related to the Earn-out Shares during the year ended December 31, 2022, as both Triggering event condition was satisfied and the service condition was met. No further Earn-out Shares remained contingently issuable thereafter.

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The following table summarizes the Earn-out Award activity under the Earn-out Arrangement pursuant to the Gores Merger Agreement during the year ended December 31, 2022 (in thousands, except for per share data):


	Earn-out Award Outstanding
	Number of Shares	Weighted-Average Grant-Date Fair Value Price Per Share




Balance - December 31, 2021	4,700	$	12.64
Granted	13	20.13
Forfeited or Canceled	(61)	13.07
Vested and Canceled (1)	(1,966)	5.35
Vested and Released	(2,686)	7.31
Balance - December 31, 2022, 2023 and 2024	—	$	—

(1) Represents 2.0 million shares withheld for tax obligation upon issuances of the Earn-out Shares on February 1, 2022.

Earn-out Awards Valuation— The assumptions used to estimate the fair value of Earn-out Awards granted during the year ended December 31, 2022:


			Year Ended December 31,
			2022
Current stock price			$13.34 - $19.61
Expected term			5.1 years
Expected volatility			67.0%
Risk-free interest rate			1.3%
Expected dividend yield			0%

Employee Stock Purchase Plan—The fair value of shares issued under our 2021 ESPP are estimated on the grant date using the Black-Scholes option pricing model. The following table summarizes the assumptions used and the resulting grant-date fair values of our ESPP granted during the years ended December 31, 2024, 2023 and 2022:


	Year Ended December 31,
	2024	2023	2022
Expected term	0.50 - 2.0 years	0.50 – 2.0 years	0.5 - 2.0 years
Expected volatility	33.8 - 43.9%	31.4 – 44.1%	40.5% - 48.0%
Risk-free interest rate	4.3 - 5.1%	2.7 – 5.3%	1.6% - 4.7%
Expected dividend yield	0%	0%	0%
Grant-date fair value per share	$0.74 - $1.32	$0.60 – $2.11	$0.85 - $4.64

The expected volatility is based on the average volatility of a peer group of representative public companies with sufficient trading history over the expected term. The expected term represents the term from the first day of the offering period to the purchase dates within each offering period. The dividend yield assumption is based on our expectations about our anticipated dividend policy. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with maturities that approximate the expected term. As of December 31, 2024, unrecognized compensation cost related to the ESPP was $0.2 million, which was fully recognized upon the purchase of 0.2 million shares of our common stock during the Final Offering Period in February 2025.

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Stock-based Compensation— The Company recognizes stock-based compensation expense for awards with only service conditions on a straight-line basis over the requisite service period of the related award and recognizes stock-based compensation expense for awards with performance conditions on a straight-line basis over the requisite service period for each separate vesting portion of the awards when it is probable that the performance condition will be achieved. The stock-based compensation expense of Earn-out Awards were recognized on a straight-line basis over the derived services period during which the market conditions are expected to be met. Forfeitures are accounted for in the period in which they occur.

The amount of stock-based compensation related to stock-based awards to employees in the Company’s consolidated statements of operations for the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Costs of revenue	$	3,034	$	3,281	$	5,406
Research and development	24,286		26,897		34,980
Selling, general, and administrative	85,735		88,597		108,104
Stock-based compensation, net of amounts capitalized	113,055		118,775		148,490
Capitalized stock-based compensation	9,104		9,695		14,114
Total stock-based compensation	$	122,159	$	128,470	$	162,604

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13. INCOME TAXES

The components of the net loss before income taxes, determined by jurisdiction, for the years ended December 31, 2024, 2023, and 2022, were as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
United States	$	(257,063)	$	(200,077)	$	(111,748)
Foreign	549		1,184		1,652
Loss before income taxes	$	(256,514)	$	(198,893)	$	(110,096)

The provision (benefit) for income taxes for the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Current
United States	$	—	$	—	$	—
International	37		305		1,192
Total current tax expense	37		305		1,192
United States	—		—		(323)
International	70		(121)		374
Total deferred tax expense	70		(121)		51
Total tax expense	$	107	$	184	$	1,243

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating losses and tax credit carryforwards.

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The components of the deferred tax assets for the years ended December 31, 2024 and 2023 consisted of the following (in thousands):


	Year Ended December 31,
	2024		2023
Deferred tax assets:
Net operating loss carryforwards	$	97,750	$	88,829
Research and development credits carryforward	16,060		12,919
Accruals	1,164		1,545
Other	1,840		2,262

Fixed assets	100		60
Stock-based compensation	2,559		3,657
Capitalized research and development costs	34,893		28,111
Litigation expense	$	23,205	$	—
Total deferred tax assets	$	177,571	$	137,383
Less: valuation allowance	(167,904)		(127,171)
Deferred tax liabilities:
Intangibles	(7,635)		(8,276)
Deferred commissions	(1,947)		(1,655)
Right-of-use asset	(22)		(148)
Total deferred tax liabilities	(9,604)		(10,079)
Net deferred tax assets	$	63	$	133

For the year ended December 31, 2024, the increase in the Company’s valuation allowance compared to the prior year was primarily due to the 2024 net operating losses, the capitalized research and development costs under Section 174, and litigation expense for ongoing legal proceedings. For the year ended December 31, 2023, the increase in the Company’s valuation allowance compared to the prior year was primarily due to the 2023 net operating losses and the capitalized research and development costs under Section 174.

ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. Management considers projected future taxable income and tax planning strategies in making this assessment. Because of the Company's history of operating losses, management believes that recognition of the domestic deferred tax assets arising from the above-mentioned future tax benefits are currently not likely to be realized. As of December 31, 2024, the Company has a valuation allowance for federal and state deferred tax assets that the Company believes will, more likely than not, be unrealizable.

The table below presents the changes in the valuation allowance for deferred tax assets for the years ended December 31, 2024 and 2023 (in thousands):



Description	Balance at beginning of period		Additions charges to costs and expenses	Write-offs and deductions	Balance at end of period
Valuation allowance for deferred tax assets
For the Year Ended December 31, 2024	$	127,171	40,733	—	$	167,904
For the Year Ended December 31, 2023	$	109,471	17,700	—	$	127,171
For the Year Ended December 31, 2022	$	56,344	53,127	—	$	109,471

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Net operating loss and tax credit carryforwards as of December 31, 2024 were as follows (in thousands):


	Amount		Expiration Years
NOLs, federal (Post December 31, 2017)	$	332,841	Do Not Expire
NOLs, federal (Pre January 1, 2018)	61,397		12/31/2031
NOLs, state	233,758		12/31/2032
Tax credits, federal	18,759		12/31/2032
Tax credits, state	$	10,137	Do Not Expire

The effective tax rate of the Company’s provision for income taxes differed from the federal statutory rate as of December 31, 2024, 2023, and 2022 as follows:


	Year Ended December 31,
	2024		2023		2022
Statutory federal income benefit rate	21.0	%	21.0	%	21.0	%
State income tax rate	2.9		1.4		7.0
Change in valuation allowance	(15.9)		(8.9)		(48.3)
Research and development credits	0.8		0.7		1.7
Other	0.1		0.3		1.7
Convertible notes — nondeductible	—		—		—
Section 162(m) — executive compensation	(1.9)		(1.3)		(1.8)
Stock-based compensation	(5.6)		(13.5)		(12.5)
Change in fair value of contingent earn-out liability	—		—		25.9
Change in fair value of warrants liability	(0.1)		0.1		5.2
Foreign rate differential	—		0.1		(1.0)

Nondeductible transaction costs	(1.3)	%	—	%	—	%
Effective tax rate	—	%	(0.1)	%	(1.1)	%

The Company had net operating loss carryovers (“NOLs”) for federal and state income tax purposes of approximately, $394.2 million and $233.8 million, respectively, as of December 31, 2024. $61.4 million of federal NOLs will expire beginning in 2031, while $332.8 million generated after the Tax Cuts and Jobs Act (the “TCJA”), will have an indefinite life. The state NOLs will expire if unused starting in 2032.

The Company’s utilization of NOLs is subject to an annual limitation due to ownership changes that have occurred previously or that could occur in the future as provided in Section 382 of the Code (“Section 382”), as well as similar state provisions. Section 382 limits the utilization of NOLs when there is a greater than 50% change of ownership as determined under the regulations. Since its formation, the Company has raised capital through the issuance of capital stock and various convertible instruments which, combined with the purchasing shareholders’ subsequent disposition of these shares, has resulted in multiple ownership changes as defined by Section 382, and could result in an ownership change in the future upon subsequent disposition. The Company has not undertaken an analysis of whether the Gores Merger constituted an “ownership change” for purposes of Section 382 and Section 383 of the U.S. Tax Code. Our ability to utilize our net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including changes in connection with the Gores Merger or other transactions. The Company’s utilization of NOLs may also be adversely affected by future changes in federal and state tax laws and regulations. As of December 31, 2024, the Company has not undertaken any analyses in respect of Section 382 to determine the annual limitation and if any of the tax attributes are subject to a permanent limitation.

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The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as income tax expenses in the Consolidated Statement of Operations. Penalties would be recognized as a component of “Selling, general and administrative expenses” in the Consolidated Statement of Operations.

A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2024, 2023, and 2022, was as follows (in thousands):


	Year Ended December 31,
	2024		2023		2022
Unrecognized tax benefits — beginning	$	9,340	$	7,533	$	5,003
Gross Increases — prior-year unrecognized tax benefits	—		—		119
Gross Increases — current-year unrecognized tax benefits	2,218		1,807		2,411
Unrecognized tax benefits — ending	$	11,558	$	9,340	$	7,533

The entire amount of the unrecognized tax benefits would not impact the Company’s effective tax rate if recognized. During the years ended December 31, 2024, 2023, and 2022, the Company did not recognize accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next 12 months.

The Company files income tax returns in the U.S. federal and state jurisdictions. Due to net operating loss carryforwards, all years since the inception of incorporation remain open for income tax authorities’ examination. The Company is not currently under examination by income tax authorities in federal, state, or other foreign jurisdictions.

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14. RESTRUCTURING

July 2023 Restructuring Plan

In July 2023, the Company announced a restructuring plan (the "2023 Plan") to improve the Company’s operational cost structure and accelerate the timeline to achieving profitability. As part of the 2023 Plan, the Company executed a workforce reduction of approximately 30%. The Company also recorded accelerated amortization costs of its operating lease right-of-use assets, which was primarily related to the cease use of certain leased office spaces. The Company completed all actions under the 2023 Plan as of December 31, 2023.

Total restructuring costs associated with the 2023 Plan impacted cost of revenue and operating expenses in the consolidated statement of operations. As of December 31, 2023, $0.1 million restructuring-related liabilities were recorded in accrued expenses and other current liabilities, primarily related to the unpaid severance costs. No significant restructuring charges incurred during the year ended December 31, 2024. Restructuring charges during the year ended December 31, 2023 were as follows (in thousands):


	Severance and Other Personnel Costs		Office Space Reductions(1)		Total
Cost of revenue - Subscription	$	5	$	—	$	5
Cost of revenue - Services	167		—		167
Cost of revenue - Product	183		—		183
Cost of revenue	355		—		355
Research and development	669		274		943
Selling, general, and administrative	2,311		687		2,998
Total restructuring charge	$	3,335	$	961	$	4,296

(1) Office space reductions primarily represent the accelerated amortization expense related to operating lease right-of-use assets.

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15. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Net loss per share attributable to common stockholders was computed by dividing net loss by the weighted-average number of common shares outstanding for the years ended December 31, 2024, 2023, and 2022 (in thousands, except for per share data):


	Year Ended December 31,
		2024		2023		2022
Numerator:


Net loss attributable to common stockholders, basic and diluted		$	(256,621)	$	(199,077)	$	(111,339)
Denominator:
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted		319,015		300,697		283,585
Net loss per share attributable to common stockholders, basic and diluted		$	(0.80)	$	(0.66)	$	(0.39)

The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share attributable to common stockholders, basic and diluted, because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (shares in thousands):


	As of December 31,
	2024	2023	2022
Public and private warrants	1,708	1,708	1,708



Common stock options outstanding	25,890	27,910	33,417
Unvested RSUs	24,342	26,349	37,176
ESPP Shares	637	1,524	2,015
Total potentially dilutive common stock equivalents	52,577	57,491	74,316

16. EMPLOYEE BENEFITS PLANS

The Company contributes to a defined contribution pension plan for eligible employees in the U.K. Pension plan benefits are based primarily on participants’ compensation and years of service credited as specified under the terms of the plan. The Company made $0.3 million, $0.4 million and $0.4 million matching contributions to the U.K. pension plan for the year ended December 31, 2024, 2023, and 2022.

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17. SEGMENT INFORMATION

The Company operates as a single operating segment and reportable segment. The accounting policies used in the segment reporting are the same as those described in the summary of significant accounting policies. Refer to Note 2. Summary of Significant Accounting Policies for details.

The Company's CODM is the Chief Executive Officer. The CODM primarily utilizes segment's consolidated net income or loss as the key indicator in assessing the segment's performance and allocating resources. The CODM also uses segment gross profit for evaluating product pricing. Net income (loss) is used to monitor budget versus actual results. The CODM considers budget-to-actual variances on a monthly basis when making decisions about allocating capital, personnel to the segment, and in establishing management’s compensation.

The Company's reportable segment net revenues, net loss, and significant segment expenses for the years ended December 31, 2024, 2023, and 2022 consisted of the following:


	Year Ended December 31,
	2024		2023		2022
Revenue:
Subscription	$	99,590	$	87,348	$	73,886
Services	41,264		37,621		27,268
Product	28,845		32,779		34,971
Total revenue	169,699		157,748		136,125

Subscription cost of revenue	22,126		20,967		19,439
Services cost of revenue	27,886		26,137		18,085
Product cost of revenue	23,857		29,313		37,436


Research and development	34,508		37,383		48,090
Selling, general and administrative	96,370		106,015		127,675
Legal expenses	1,055		18,349		4,228
Litigation expenses	95,000		—		—

Less: Other segment items*
Stock-based compensation related charges	125,071		127,755		152,788
Restructuring charges	—		4,296		—
Transaction and acquisition-related costs	15,908		—		1,294
Amortization expense of acquired intangible assets	1,772		1,772		1,411
Payroll tax related to contingent earn-out share issuance	—		—		1,164

Loss from operations	(273,854)		(214,239)		(275,485)
Other income	17,340		15,346		165,389
Provision for income taxes	107		184		1,243
Net loss	$	(256,621)	$	(199,077)	$	(111,339)

* Other segment items for each category include:

•Stock-based compensation and related charges: Consists primarily of non-cash share-based compensation expense related to our stock incentive plans, and the employer payroll taxes related to our stock options and restricted stock units.

•Restructuring charges: Consists of severance and other employee separation costs, and cease use charges for operating lease right-of-use assets due to reduction of the leased office spaces. Refer to Note 14. Restructuring for additional information.

•Transaction and acquisition-related costs: Transaction costs consists of acquisition transaction costs incurred for the pending transaction with CoStar Group, Inc. in fiscal year 2024. Acquisition-related costs consist of acquisition transaction costs associated with the VHT and Enview acquisitions in fiscal year 2022.

•Amortization expense of acquired intangible assets. Refer to Note 5. Goodwill and Intangible Assets for additional information.

•Payroll tax related to contingent earn-out share issuance: represents the payroll tax related to earn-out shares issuance and release in 2022.

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18. SUBSEQUENT EVENTS

On July 3, 2024, Matterport and CoStar Group each received a request for additional information and documentary materials (the “Second Request”) from the Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the transaction. The effect of the Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), until 30 days after Matterport and CoStar Group have each substantially complied with their respective second requests, unless that period is extended or terminated sooner by the FTC. Matterport and CoStar Group certified they were in substantial compliance with the Second Request in November 2024 and January 2025, respectively and the waiting period has expired. Each of Matterport and CoStar Group continue to work cooperatively with the FTC in its review of the transaction and expect that the transaction will be completed in the first quarter of 2025, subject to the satisfaction or waiver of the other closing conditions specified in the CoStar Group Merger Agreement.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

None.

125

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), with the participation of management, has evaluated the effectiveness of our disclosure controls and procedures and concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024 because of a material weakness in our internal control over financial reporting, as described in further detail below. In light of the material weakness described below, the Company performed additional analyses and other post-evaluation procedures to determine its consolidated financial statements are prepared in accordance with GAAP. Our CEO and CFO have concluded that our consolidated financial statements included in this annual report are fairly stated in all material respects in accordance with GAAP for each of the periods presented.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 based on criteria established in “Internal Control - Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management has identified a material weakness in the Company’s internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company did not design and maintain appropriate controls to ensure allegations received outside of the whistleblower program are evaluated and communicated to those responsible for financial reporting and those charged with governance in a timely fashion. While the Company has determined that this material weakness did not result in a misstatement to the Company’s consolidated financial statements, until remediated, this material weakness could result in a misstatement of one or more accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

As a result of identifying the material weakness described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024, based on the criteria in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

Remediation Plan

Management is actively engaged in the planning for, and implementation of, remediation efforts to address the material weakness identified above. Our remediation plan includes enhancing the design of controls and procedures related to communicating allegations received outside of the whistleblower program to those responsible for oversight of the Company’s financial reporting and those charged with governance.

126

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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Item 9B. Other Information

During the three months ended December 31, 2024, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On October 31, 2024, the Rule 10b5-1 trading plan of James D. Fay, the Company’s Chief Financial Officer, expired by its terms. The plan covered a maximum of 900,000 shares of the Company’s Class A common stock to be sold at various designated prices during the duration of the plan.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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Part III

Item 10. Directors, Executive Officers and Corporate Governance

CORPORATE GOVERNANCE

Corporate Governance Highlights

Matterport is committed to good governance practices that protect and promote the long-term value of the Company for its stockholders. The Board regularly reviews our governance practices to ensure they reflect the evolving governance landscape and appropriately support and serve the best interests of the Company and its stockholders.


Independent Oversight			•Four of our five directors are independent. •Regular executive sessions of non-employee directors at Board meetings and committee meetings. •100% independent Board committees. •Active Board and Board committee oversight of the Company’s strategy and risk management.
Board Effectiveness			•Directors possess deep and diverse set of skills and expertise relevant to oversight of our business operations and strategy. •Periodic assessment of director skills to ensure Board meets the Company’s evolving oversight needs. •The Board oversees risk management, reviewing and advising management on significant risks facing the Company, and fostering a culture of integrity and risk awareness. •Annual Board and committee self-evaluations. •Ongoing director education.
Stockholder Rights			•One class of common stock with each share entitled to one vote. •No poison pill.
Good Governance Practices			•Code of Business Conduct and Ethics applicable to all of the Company’s directors, officers and employees. •Written related party transactions policy that prohibits any officers, directors or holders of more than 5% of any class of the Company’s voting securities and any member of the immediate family of and any entity affiliated with any of the foregoing persons to enter into a related-party transaction with the Company without prior consent of the audit committee or other independent members of the Board.
Our Commitment to Environmental, Social and Governance Goals			•Developed Company ESG strategy focused on six key topics. •Produced second annual ESG report and plan to produce additional reports going forward.

Directors

Committee Membership

Name

Primary Occupation

Age*

Independent

R.J. Pittman

Chair & CEO, Matterport, Inc.

Peter Hébert

Managing Partner, Lux Capital

●

Michael (Gus) Gustafson

Sole member of Carve Your Destiny, LLC

●

Jason Krikorian

Investor

●

Susan Repo

Chief Financial Officer, ICEYE

●

A = Audit Committee

C = Compensation Committee

N = Nominating and Corporate Governance Committee

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Our Board of Directors

The biographies of each of our current directors are included below. Each of the biographies highlights specific experience, qualifications, attributes and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board exemplifies the highest standards of personal and professional integrity and the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight. No director or executive officer is related by blood, marriage or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director.

The following is a brief biography, as well as ages as of February 26, 2025, of each director.

Class I directors (terms to expire in 2025)


Chief Executive Officer and Chairman of the Board Director Since: 2021 Age: 54 Committee Membership: •None			R.J. PITTMAN Mr. Pittman serves as Chief Executive Officer of Matterport and as a Class I member and Chairman of our Board. Mr. Pittman has served as Chief Executive Officer of Matterport and as a member of our Board since July 2021, and previously served as Chief Executive Officer and as a member of the board of directors of Legacy Matterport since December 2018. Over the past 25 years, Mr. Pittman has held senior leadership positions at eBay, Apple and Google, creating industry-changing Internet software companies and transformational products to accelerate the revolution of the digital economy. Prior to joining Matterport, Mr. Pittman was the Chief Product Officer at eBay from 2013 to July 2018. He led the global brand for one of the most recognized companies in the world as the driving force behind the look, feel, and functionality of the eBay marketplace. Mr. Pittman also served as a co-founder and Chief Executive Officer of several startups, including Groxis, the advanced search engine technology company that created the industry’s first graphical information interface used by hundreds of prominent content services, including Google, Yahoo, and Amazon from 2001 to April 2006. Mr. Pittman has served on the Board of Directors of Jyve Corporation, a business optimization platform and talent marketplace, since 2018. Mr. Pittman holds a B.S. in Computer Engineering from the University of Michigan and an M.S. in Engineering- Economic Systems from Stanford University. Skills and Qualifications: We believe that Mr. Pittman is qualified to serve on the Matterport Board because he has the long-term vision for Matterport and due to his operational and historical expertise gained from serving as Matterport’s Chief Executive Officer since December 2018.

Director Since: 2021 Age: 47 Committee Membership: •Audit			PETER HÉBERT Mr. Hébert serves as a Class I member of our Board of Directors. Mr. Hébert has served on our Board since July 2021, and previously served as a member of the board of directors of Legacy Matterport since February 2013. Mr. Hébert is the co-founder of Lux Capital, for which he has served as the Managing Partner since 2000. Mr. Hébert leads Lux Capital’s active investments in Avail, Bright Machines, Flex Logix, Ingenuity Brands, Matterport, Mendaera, Ripcord, Thematic Capital, Inc. and Vosbor. In 2003, he led the spin-off of Lux Research, and as its founding Chief Executive Officer, helped build Lux Research into a leading emerging technology research firm. Mr. Hébert began his career at Lehman Brothers, where he worked in the firm’s top-ranked Equity Research group. He was a Chancellor’s Scholar and graduated cum laude from Syracuse University’s Newhouse School. Skills and Qualifications: We believe Mr. Hébert is qualified to serve on the Matterport Board based on his extensive experience investing in and supporting the growth of technology companies.

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Class II directors (terms to expire in 2026)


Director Since: 2021 Age: 52 Committee Memberships: •Compensation •Nominating and Corporate Governance			JASON KRIKORIAN Mr. Krikorian serves as a Class II member of our Board of Directors. Mr. Krikorian has served on our Board since July 2021, and previously served as a member of the board of directors of Legacy Matterport since June 2014. Mr. Krikorian served as a General Partner of DCM, an international venture capital firm, from 2010 to 2022, and is the co-founder of Sling Media, the DCM-backed pioneering digital media company that created Slingbox. Prior to Sling Media, Mr. Krikorian was a Partner at id8 Group where he advised leading global technology companies on digital media product strategy. He began his career at BCG where he advised Fortune 500 clients in the retail, automotive and utilities sectors. Mr. Krikorian serves on the board of directors of Augmedix, PLAYSTUDIOS, UJET, and Caavo. He currently serves as a member of the audit committee for each of Augmedix and PLAYSTUDIOS. Mr. Krikorian holds a B.A. in Psychology from the University of California, Berkeley and an M.B.A. and J.D. from the University of Virginia. Skills and Qualifications: We believe Mr. Krikorian is qualified to serve on the Matterport Board based on his extensive experience investing in and supporting the growth of technology companies.
Director Since: 2022 Age: 56 Committee Memberships: •Audit •Nominating and Corporate Governance			SUSAN REPO Ms. Repo serves as a Class II member of our Board of Directors. Ms. Repo has served on our Board since July 2022. Ms. Repo has served as the Chief Financial Officer at ICEYE, a New Space earth observation technology company, since 2021. Prior to ICEYE, she served in finance and operational leadership roles with MariaDB, Tesla, Juniper Networks and Agilent Technologies. She also serves on the board of Mitek Systems, Inc. (Nasdaq: MITK), where she chairs the audit committee and serves on the nomination and governance committee, ICEYE North America, Inc., a subsidiary of ICEYE, GM Financial Bank, a member of the General Motors subsidiaries, and Fiskars Group, a publicly-traded company listed on Nasdaq Helinski, where she serves on the audit committee. Ms. Repo holds a B.S. in Business Administration from the University of Southern California and a J.D. from the Illinois Institute of Technology, Chicago-Kent School of Law. Ms. Repo is currently a member of the California Bar. Skills and Qualifications: We believe Ms. Repo is qualified to serve on the Matterport Board based on her extensive experience driving strategic and transformative results for technology companies. Ms. Repo also brings cybersecurity experience to our Board through her prior professional experiences.

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Class III director (terms to expire in 2027)


Director Since: 2021 Age: 57 Committee Memberships: •Audit •Compensation			MIKE (GUS) GUSTAFSON Mr. Gustafson serves as a Class III member of our Board of Directors. Mr. Gustafson has served on our Board since July 2021, and previously served as a member of the board of directors of Legacy Matterport since January 2018. Mr. Gustafson has served as chairman and a member of the board of directors of Druva, Inc. since April 2016. He is also the sole member of Carve Your Destiny, LLC, a consulting company, and serves as a member of the board of directors of PDF Solutions (Nasdaq: PDFS), Indico Data, Auvik Networks, and Reltio Inc. Mr. Gustafson was previously the Chief Executive Officer and Chairman of Virident Systems from September 2012 to October 2013 and the Chief Executive Officer and member of the board of directors of BlueArc Corporation from June 2004 to September 2011. In addition, he has served as Senior Vice President at Western Digital Corporation, Senior Vice President and General Manager of File & Content Business at Hitachi Data Systems, Senior Vice President of Sales, Marketing and Services at McDATA Corporation, and various executive roles with International Business Machines Corporation early in his career. Mr. Gustafson also serves as a member of the Board of Trustees of the NorCal MS Society. Mr. Gustafson is a graduate of Washington University in St. Louis-John M. Olin School of Business. Skills and Qualifications: We believe Mr. Gustafson is qualified to serve on the Matterport Board based on his extensive experience investing in and supporting the growth of technology companies. Mr. Gustafson also brings cybersecurity experience to our Board through his prior professional experiences.

Director Independence

Our Board has determined that all of our non-employee directors, who are listed below, meet the applicable criteria for independence established by The Nasdaq Stock Market LLC (“Nasdaq”). R.J. Pittman does not qualify as independent under the Nasdaq listing rules due to his employment as our Chief Executive Officer.


Independent Directors
•Peter Hébert
•Mike (Gus) Gustafson
•Jason Krikorian
•Susan Repo

In arriving at the foregoing independence determinations, the Board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities and any relationships they have with us and our management. The Board found that none of these directors had a material or other disqualifying relationship with the Company.

Board Leadership Structure

Our Board does not have a policy requiring the positions of the Chairman of the Board and Chief Executive Officer to be separate or held by the same individual. The Board believes that this determination should be based on circumstances existing from time to time, based on criteria that are in our best interests and the best interests of our stockholders, including the composition, skills and experience of the board and its members, specific challenges faced by us or the industry in which we operate and governance efficiency. Our Board designated Mr. Pittman as Chairman of the Board because it believes that Mr. Pittman’s strategic vision for the business, his in-depth knowledge of Matterport’s operations, and his experience serving as the Chief Executive Officer of Matterport make him well qualified to serve as both Chairman of the Board and Chief Executive Officer.

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Board Meetings and Attendance

Board members are expected to prepare for, attend and participate in all meetings of the Board and committees on which they serve. Our Board held nine meetings in 2024. During 2024, each director attended 100% of the aggregate of the total number of the Board meetings and committee meetings on which they then served. We do not maintain a formal policy regarding director attendance at the annual meeting; however, it is expected that directors will attend all applicable meetings.

Executive Sessions of Independent Directors

The Board holds executive sessions of its independent directors.

Director Orientation and Continuing Education

The Board views orientation and continuing education as vital tools for building an effective Board. We provide all new directors with orientation sessions regarding the Board and the Company’s operations. The orientation consists of presentations by members of senior management on the Company’s strategic plans, financial statements and key issues, policies and practices. We also periodically provide materials, updates and presentations, including in regular Board and committee meetings, to all directors on issues and subjects that assist them in fulfilling their responsibilities, such as key industry developments and the competitive landscape. In addition, the Company intends to pay for certain expenses for any director who wishes to attend seminars, conferences and other continuing education programs designed for directors of public companies.

Selection and Nomination of Directors

The Nominating Committee is responsible for determining the appropriate characteristics, skills, and experience for the Board as a whole and for its individual members. The Board believes that candidates for director should have certain minimum qualifications, including the highest personal integrity and ethics and the ability to read and understand basic financial statements. In considering candidates for Board membership, the Board considers additional criteria, including relevant expertise, sufficient time to devote to our affairs; excellence in their field, the ability to exercise sound judgment; a commitment to represent the long-term interests of our stockholders, and other factors that it deems appropriate to maintain a balance of knowledge, experience, and capability on the Board in the context of the needs of the Board and the Company.

Each year, the Nominating Committee assesses the directors to be nominated for election by stockholders at the annual meeting. To ensure that the Board evolves in a manner that serves the business and strategic needs of the Company, before recommending for nomination a slate of incumbent directors for an additional term, the Nominating Committee will evaluate whether incumbent directors possess the requisite skills and perspective, both individually and collectively. In addition, the Board will review those directors’ overall service to Matterport during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the directors’ independence.

The Nominating Committee is primarily responsible for searching for qualified director candidates for election to the Board and filling vacancies on the Board. To facilitate the search process, the Nominating Committee may solicit current directors and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Nominating Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the Nominating Committee for candidates for election as a director.

Corporate Governance Documents

We believe that good corporate governance is important to ensure that Matterport is managed for the long-term benefit of our stockholders. Our Nominating Committee will periodically review and reassess our Corporate Governance Guidelines, other governance documents and overall governance structure. Complete copies of our Corporate Governance Guidelines and committee charters are available on the “Corporate Governance” section of our website at https://investors.matterport.com/corporate-governance. The reference to the Company’s website address in this Annual Report does not include or incorporate by reference the information on the Company’s website into this Annual Report.

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Code of Conduct

The Board has adopted a written Code of Business Conduct and Ethics (the “Code of Conduct”), which applies to all of our directors, officers and employees, including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Conduct is available in the “Corporate Governance” section of our website. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq listing rules concerning any amendments to, or waivers from, any provision of our Code of Conduct.

Insider Trading Policies

We have adopted insider trading policies and procedures that govern the purchase, sale and/or other dispositions of our securities by our company, our directors, officers, and employees. We believe our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable Nasdaq standards.

Information Regarding Committees of the Board of Directors

Our Board has established three standing committees — the Audit Committee, the Compensation Committee, and the Nominating Committee — each of which operates under a charter that has been approved by our Board. Current copies of the Audit Committee, Compensation Committee, and Nominating Committee charters are posted on the “Corporate Governance” section of our website. Members serve on these committees until their resignation or until otherwise determined by the Board. The Board may establish other committees as it deems necessary or appropriate from time to time. The Audit Committee held five meetings in 2024 and the Compensation Committee held seven meetings in 2024. The Nominating Committee had four meetings in 2024.

Our Board has determined that all of the members of each of its committees are independent as defined under applicable Nasdaq listing rules. In addition, all members of the Audit Committee meet the heightened independence requirements contemplated by Rule 10A-3 under the Exchange Act, and all members of the Compensation Committee satisfy the heightened independence requirements of the Nasdaq listing rules specific to the independence of compensation committee members.

Committee Membership

Name

Audit

Compensation

Nominating and Corporate Governance

Peter Hébert

●+

Jason Krikorian

●

Mike (Gus) Gustafson

●+

●

Susan Repo

●+

●

● = Member

+ = Financial Expert

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Audit Committee Current Committee Members: Peter Hébert Mike (Gus) Gustafson Susan Repo			Primary Responsibilities Include: •Selecting a qualified firm to serve as the independent registered public accounting firm to audit the Company’s financial statements; •Helping to ensure the independence and overseeing the performance of the independent registered public accounting firm; •Reviewing and discussing the results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, the Company’s interim and year-end operating results; •Reviewing the Company’s financial statements and critical accounting policies and estimates; •Reviewing the adequacy and effectiveness of the Company’s internal controls; •Reviewing the Company’s information technology security program and reviewing the controls around cybersecurity, including our business continuity and disaster recovery plans; •Developing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls, or audit matters; •Overseeing the Company’s policies on risk assessment and risk management; •Overseeing compliance with the Company’s code of business conduct and ethics; •Reviewing related party transactions; and •Approving or, as permitted, pre-approving all audit and all permissible non-audit services (other than de minimis non-audit services) to be performed by the independent registered public accounting firm. Financial Expertise and Independence All members of the Audit Committee meet the independence standards of the Nasdaq and the SEC, as well as the financial literacy requirements of Nasdaq. The Board has determined that each of Messrs. Hébert, Gustafson and Ms. Repo qualify as an “audit committee financial expert” as defined by SEC rules


Nominating and Corporate Governance Committee Current Committee Members: Jason Krikorian Susan Repo			Primary Responsibilities Include: •Assisting in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on our Board and, if it deems it appropriate, establishing procedures for stockholders to follow in submitting recommendations for candidates for the Board; •Identifying, evaluating and selecting, or making recommendations to the Board regarding nominees for election to the Board and its committees; •Considering and making recommendations to the Board regarding the composition of the Board and its committees; •Developing and making recommendations to the Board regarding corporate governance guidelines and matters; •Overseeing the Company’s corporate governance practices; •Overseeing the evaluation and the performance of the Board and individual directors; and •Contribute to succession planning. Independence The Nominating and Corporate Governance Committee is composed entirely of directors who are independent under the Nasdaq and SEC rules and regulations.

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Compensation Committee Current Committee Members: Jason Krikorian Mike (Gus) Gustafson			Primary Responsibilities Include: •Evaluating the performance of our Chief Executive Officer in light of any goals and objectives of the Company’s executive compensation plans, and, based on such evaluation, determining and approving, or making recommendations to the Board regarding the Chief Executive Officer’s compensation level; •Reviewing, approving and determining, or making recommendations to the Board regarding the compensation of the Company’s executive officers; •Making recommendations regarding non-employee director compensation to the Company’s full Board; •Administering the Company’s equity compensation plans and agreements with the Company executive officers; •Reviewing, approving and administering incentive compensation and equity compensation plans; and •Reviewing and approving the Company’s overall compensation and human capital management philosophy. The Compensation Committee is composed entirely of directors who are independent under the Nasdaq and SEC rules and regulations.

The Board’s Role in Risk Oversight

The Board recognizes that the achievement of our strategic and commercial objectives involves taking risks and that those risks may evolve over time. The Board has oversight responsibility for Matterport’s risk management function, which is designed to identify, assess and monitor fundamental financial and business risks across the Company’s operations and consider ways to address and mitigate those risks. Consistent with this approach, one of the Board’s primary responsibilities includes reviewing assessments of, and advising management with respect to, significant risks and issues facing the Company, including the risks related to logistical challenges and geopolitical events.

In addition, the Board has tasked designated committees of the Board to assist with the oversight of certain categories of risk management, and the committees report to the Board regularly on these matters.

•The Audit Committee reviews and discusses guidelines and policies governing the process by which senior management assesses and manages the Company’s exposure to risk, as well as the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;

•The Compensation Committee, in approving and evaluating the Company’s executive compensation plans, policies and programs, takes into account the degree of risk to the Company that such plans, policies and programs may create and reviews and discusses, at least annually, the relationship between risk management policies and practices, corporate strategy and the Company’s compensation arrangements; and

•The Nominating Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, as well as our overall corporate governance structure.

Our Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Environmental, Social

We are mindful of the ways in which our business practices may provide us with opportunities to act in an environmentally and socially conscious manner and are committed to the continuous improvement of our operations and engagement with our key stakeholders, including our employees and the communities in which we do business. We have been focused on delivering strong financial results, and we remain committed to doing so in a way that respects our key stakeholders, including our employees and the environments and communities in which we operate. For this reason, we consider material environmental, social and governance (ESG) factors when making investment and operational decisions. Doing so will help our business have a positive impact on the planet, the people whose lives we touch and our bottom line.

In 2021, Matterport engaged Nasdaq ESG Advisory to conduct an assessment and review of our existing policies and procedures with respect to ESG and later produced our first annual ESG report. In 2022, Matterport began collecting data on our greenhouse gas emissions to allow for monitoring, disclosing and reducing its impact over time. In 2023, we developed our ESG strategy focused on the following six key topics: human capital management; business ethics; product responsibility; data privacy and cybersecurity; diversity, equity and inclusion; and climate change. We also produced our second annual ESG report. While we are still early in our ESG journey, we believe that Matterport’s business is aligned with the underlying messages of ESG, and we expect to continue to explore, and report on, our efforts to pursue ESG opportunities as we navigate our ESG risks, challenges and opportunities.

Board Diversity Matrix

The SEC approved a Nasdaq Stock Market proposal to adopt new listing rules relating to board diversity and disclosure. A summary of the diversity attributes of each director are as follows, with each of the categories listed in the table below having the meaning as it is used within Nasdaq Marketplace Rule 5605(f):

Board Diversity Matrix (as of ) February 26, 2025

Total Number of Directors

Five (5)

Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity

Directors

Part II: Demographic Background

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

Stockholder Communications

The Board will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. Our Chief Legal Officer is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors, as appropriate. Historically, the Company has not provided a formal process related to stockholder communications with the Board. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to shareholders in a timely manner. The Company believes its responsiveness to stockholder communications to the Board has been excellent. Nevertheless, during the upcoming year, the Nominating Committee intends to give additional consideration to the adoption of a formal process for stockholder communications with the Board and, if adopted, publish it promptly and post it to the Company’s website.

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Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Chief Legal Officer and Chairman of the Board consider to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications. Stockholders who wish to send communications on any topic to the Board should address such communications to the Board of Directors, c/o Matthew Zinn, Chief Legal Officer, Matterport, Inc., 352 East Java Drive, Sunnyvale, California 94089, or by email at: [email protected].

Prohibition on Hedging, Pledging, and Short Sales

Under the terms of our insider trading policy, our officers and directors are prohibited from short-selling our securities and are prohibited from holding our securities in a margin account. In addition, none of our directors or officers may pledge our securities as collateral for a loan, or buy or sell puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities, at any time, without the approval of the Audit Committee.

OUR EXECUTIVE OFFICERS

The following table sets forth the names and positions of our current executive officers, as well as ages as of February 26, 2025:


Name	Age	Position
R.J. Pittman*	54	Chief Executive Officer and Chairman of the Board
James D. Fay	51	Chief Financial Officer
Jay Remley	54	Chief Revenue Officer
Matthew Zinn	60	Chief Legal Officer
Peter Presunka	66	Chief Accounting Officer
Japjit Tulsi	48	Chief Technology Officer

*Mr. Pittman is a member of our Board. See “Proposal One — Election of Directors” for biographical and additional information about Mr. Pittman.

R.J. Pittman. Mr. Pittman serves as Chief Executive Officer of Matterport and as a Class I member and Chairman of the Matterport Board. Mr. Pittman has served as Chief Executive Officer of Matterport and as a member of our Board since July 2021, and previously served as Chief Executive Officer and as a member of the board of directors of Legacy Matterport since December 2018. Over the past 25 years, Mr. Pittman has held senior leadership positions at eBay, Apple and Google, creating industry-changing Internet software companies and transformational products to accelerate the revolution of the digital economy. Prior to joining Matterport, Mr. Pittman was the Chief Product Officer at eBay from 2013 to July 2018. He led the global brand for one of the most recognized companies in the world as the driving force behind the look, feel, and functionality of the eBay marketplace. Mr. Pittman also served as a co-founder and Chief Executive Officer of several startups, including Groxis, the advanced search engine technology company that created the industry’s first graphical information interface used by hundreds of prominent content services, including Google, Yahoo, and Amazon from 2001 to April 2006. Mr. Pittman has served on the Board of Directors of Jyve Corporation, a business optimization platform and talent marketplace, since 2018. Mr. Pittman holds a B.S. in Computer Engineering from the University of Michigan and an M.S. in Engineering-Economic Systems from Stanford University. We believe that Mr. Pittman is qualified to serve on the board of the Company because he has the long-term vision for Matterport and due to his operational and historical expertise gained from serving as Legacy Matterport’s Chief Executive Officer since December 2018.

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2009 to September 2013. Mr. Fay served as a strategic advisor to Sierra Instruments from March 2016 to May 2019 and as an advisory board member of Top Time Corp. from September 2006 to February 2018. Since 2019, Mr. Fay has served on the board of directors of Lookout Lab, Inc. On October 22, 2024, Mitek announced the appointment of Mr. Fay to its Board of Directors. Mr. Fay holds a B.A. in International Business and a B.A. in French Language from North Central College, and a J.D. from Harvard Law School.

Japjit Tulsi. Mr. Tulsi serves as Chief Technology Officer of Matterport. Mr. Tulsi has served as Matterport’s Chief Technology Officer since July 2021, and previously served as Chief Technology Officer of Legacy Matterport since January 2020. Mr. Tulsi oversees Matterport’s engineering and product team and sets the technical vision for Matterport. Prior to joining Matterport, Mr. Tulsi served as the Chief Technology Officer of Carta from July 2018 to January 2020, where he led technological innovations for private company investors, founders and employees to manage their equity and ownership. Mr. Tulsi also served as the Vice President of Engineering of eBay Inc. from January 2015 to June 2018, where he led engineering for new product technology and development, including eBay’s AI-powered shopping assistant, ShopBot. Prior to that, he held executive leadership positions at Microsoft – Product Ads and Google - Google Analytics and YouTube long form media. Mr. Tulsi has served on the Board of Directors of Grassroots Ecology since 2019 and previously served on the Board of Directors of Acterra from April 2014 to June 2019. Mr. Tulsi holds a Bachelor’s Degree from Panjab University.

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Item 11. Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the material elements of our executive compensation programs for 2024. We also provide an overview of our compensation philosophy and objectives, our process for setting executive compensation, the key factors considered by our Compensation Committee and our Compensation Committee’s rationale for the specific compensation decisions of our named executive officers (our “named executive officers” or “NEOs”). Our NEOs for 2024 were:

•R.J. Pittman, Chairman of the Board of Directors and Chief Executive Officer (our “CEO”);

•James D. Fay, Chief Financial Officer;

•Jay Remley, Chief Revenue Officer;

•Japjit Tulsi, Chief Technology Officer; and

•Matthew Zinn, Chief Legal Officer.

Executive Summary

Who We Are

Matterport is leading the digitization and datafication of the built world. We were incorporated in 2011 and are headquartered in Sunnyvale, California.

Highlights of 2024 Performance

Specific highlights of our 2024 financial performance include:

•Fiscal year 2024 annual revenue of $169.7 million; up 8% from 2023

•Annualized Recurring Revenue (“ARR”) exiting the fourth quarter of fiscal year 2024 was $104.2 million

We define ARR as four times the last quarter’s subscription revenue as such subscription revenue is reported in our financial statements.

Highlights of 2024 Executive Compensation Program

Consistent with our performance and compensation objectives for 2024, our Compensation Committee took the following key actions relating to the compensation of our named executive offers for such year.

•Peer Groups. Our Compensation Committee approved a peer group consisting of 22 similarly situated public companies for executive compensation comparisons and analysis and reviewed competitive market information for executive compensation to help inform its decisions made pertaining to NEO compensation during 2024.

•2024 Base Salary: Effective as of April 1, 2024, our Compensation Committee approved increases to the annual base salaries of our NEOs to reflect each NEO’s performance and to better align their base salary with the competitive market. More details on the base salary adjustments can be found below in the section titled “Base Salary.”

•2024 Short-Term Incentive Compensation Plan (the “2024 Corporate Cash Incentive Program” or “CCIP”) Payouts. Our Compensation Committee adopted the 2024 Short-Term Incentive Compensation Plan

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that consisted of corporate performance measures and targets for all NEOs based on company revenue, Non-GAAP EPS, and a suite of customer metrics. The CCIP pays out quarterly, and corporate performance objectives were achieved in each quarter as follows (as a percentage of target):

◦Q1: 106%

◦Q2: 96%

◦Q3: 79%

◦Q4: 50%

•2024 Long-Term Equity Incentives. In 2024, there were “refresh” equity awards granted to the following NEOs to recognize each of their contributions to the Company and to better align their equity holdings to what our Compensation Committee considered to be consistent with the competitive market for such positions: Mr. Pittman, Mr. Fay, Mr. Remley, Mr. Tulsi, and Mr. Zinn.

Stockholder Advisory Votes on Named Executive Officer Compensation

As of December 31, 2022, we were no longer an “Emerging Growth Company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as a result, we are now required to hold non-binding, stockholder advisory votes on the compensation of our NEOs (a “say-on-pay vote”) and the frequency of future say-on-pay votes (a “say-on-frequency vote”) vote. At our 2024 annual meeting of shareholders, we conducted our initial say-on-pay and say-on-frequency votes. Our stockholders approved our say-on-pay vote with a 96% approval rate.

Our Executive Compensation Philosophy

Through our “pay-for-performance” philosophy, our primary objective is to create value for our stockholders on a consistent and long-term basis. Our executive compensation strategy is designed to attract and retain high-performing individuals who will accelerate our growth. Our Compensation Committee believes our executive compensation program is designed to reward our executive team in alignment with our business objectives and long-term stockholder interests. Over the course of the past two years, our CEO and Board of Directors have been transforming Matterport from a private company into the publicly-traded company that it is today, poised for scale, led by a diverse, experienced and talented executive team and defined by a strong corporate governance structure. In support of this transformation, our executive compensation program and pay policies and practices have been tailored to attract, retain and incent talented leaders uniquely qualified to achieve our goals.

Our compensation philosophy emphasizes a strong correlation between executive pay and our performance, and we have structured our executive compensation program accordingly. Our Compensation Committee evaluates our executive compensation program on an ongoing basis to ensure that it is consistent with our short-term and long-term goals and objectives.

2024 Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. Our Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related policies and practices:

What We Do

•Maintain an Independent Compensation Committee. Our Compensation Committee consists solely of independent directors who establish our compensation policies and practices.

•Retain an Independent Compensation Advisor. Our Compensation Committee directly retains an independent compensation consultant to advise on the Company’s executive compensation program, policies and practices.

•Pay for Performance. A significant portion of our NEOs’ compensation is tied to the Company’s performance and the performance of the Company’s stock price.

•Multiple Performance Metrics. The CCIP uses multiple performance metrics as selected by our Compensation Committee. This approach discourages excessive risk-taking by removing any incentive to focus on a single performance goal to the detriment of the Company.

•Annual Executive Compensation Review. Our Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for

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comparative purposes. Additionally, our Company conducts an annual compensation-related risk assessment under supervision of our Compensation Committee.

•Maintain Stock Ownership Guidelines for Officers and Directors. We maintain a stock ownership policy for our NEOs and our non-employee directors. By February 2027, or within five years of becoming subject to the policy, whichever is sooner, our CEO must hold shares with a fair market value of 5x his base salary, and our other NEOs must hold shares with a fair market value of 3x base salary. Our non-employee directors must hold shares with a fair market value of 5x the value of the base cash retainer within five years of joining our Board.

•Policies and Practices Relating to the Timing of Equity Awards. We generally grant annual equity-based awards during the first quarter of our fiscal year based on the Compensation Committee’s approval of the awards, although such timing may change from year to year. The Compensation Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Compensation Committee. The Compensation Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

What We Do Not Do

•No Executive Retirement Plans. We do not offer retirement arrangements for our NEOs that are different from those offered to our other employees. Our NEOs are eligible to participate in our Section 401(k) retirement savings plan on the same basis as our other employees.

•No Guaranteed Bonuses. We do not provide guaranteed bonuses to any of our NEOs.

•No Enhanced Benefits or Excessive Perquisites: We do not maintain enhanced health benefits for our NEOs, instead providing such benefits on the same terms and conditions for regular, full-time employees, and do not permit excessive perquisites. We did not provide our NEOs with any perquisites in 2024.

•No Tax Gross-Ups. We do not pay tax gross-ups to cover personal income taxes or excise taxes that pertain to executive or change-in-control payments or benefits.

•No Dividends or Dividend Equivalents Payable on Unvested Equity Awards. We do not pay dividends or dividend equivalents on unvested restricted stock unit (“RSU”) awards.

•No “Single Trigger” for Cash Bonus or Equity at Change in Control. We do not provide our NEOs with an acceleration of their CCIP bonus or equity awards unless there is a change in control of the Company accompanied by a qualifying involuntary termination of employment.

•No Hedging or Pledging of our Equity Securities. We prohibit our employees, including our NEOs, and the non-employee members of our Board of Directors, from hedging or pledging our equity securities.

Process for Setting Executive Compensation

Role of the Compensation Committee

Our Compensation Committee acts on behalf of the Board of Directors in overseeing our compensation structure, programs, policies and practices generally, including the compensation of our NEOs. For most compensation determinations relating to our NEOs, our Compensation Committee makes a recommendation to our Board of Directors, which then makes final decisions.

Our Compensation Committee has responsibility for establishing our compensation philosophy and objectives; determining the structure and components of our executive compensation program, including the mix of various elements; and reviewing and approving the compensation of our NEOs and the risk to the Company resulting from our Company-wide compensation policies and practices. Our Compensation Committee has the authority to retain, and has retained, a compensation consultant to provide support to our Compensation Committee in its review and oversight of our executive compensation program. Our Compensation Committee meets several times each year to review our executive compensation program, assess the Company’s compensation risk profile, approve the compensation peer group, establish the Company performance measures used to set the bonus metrics for the year, and review the target total direct compensation opportunities for our NEOs in order to ensure alignment with our compensation philosophy.

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In making decisions about the compensation of our NEOs, the members of our Compensation Committee take a holistic approach that considers a number of factors, including:

•Our executive compensation program objectives;

•Our performance against the financial, operational and/or strategic objectives established by our Compensation Committee and the Board of Directors;

•Each individual NEO’s knowledge, skills, experience, qualifications and tenure;

•The scope of each NEO’s role and responsibilities compared to other similarly-situated executives at the companies in our compensation peer group and other broad-based compensation surveys;

•The performance of each individual NEO, based on a subjective assessment of the NEOs contributions to our overall performance, ability to lead the respective business unit or function and work as part of a team;

•The competitive nature of the technology executive labor market;

•The potential cost of replacing each NEO;

•The long-term potential of each individual NEO to contribute to our financial, operational and strategic objectives;

•Our CEO’s compensation relative to that of our other NEOs, as well as the parity amongst compensation of our other executive officers;

•Our financial, operational, and overall performance relative to that of our peers;

•The compensation practices of our compensation peer group and the positioning of each NEOs’ compensation based on an analysis of competitive market data; and

•The recommendations of our CEO with respect to the compensation of our other NEOs.

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each NEO. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.

Our Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions and/or recommendations to our Board of Directors. The members of our Compensation Committee consider all of this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each NEO and business judgment in making their decision.

Our Compensation Committee also considers the potential risks in our business when designing and administering our executive compensation program, and we believe our balanced approach to performance measurement and pay delivery works to avoid misaligned incentives for individuals to undertake excessive or inappropriate risk.

Role of Chief Executive Officer

Our CEO is present at Compensation Committee meetings, except when our Compensation Committee is in executive session or when his own compensation is being discussed. With regard to executive compensation, our CEO provides his evaluation of each NEO’s performance to our Compensation Committee and makes recommendations with respect to base salary, target annual cash bonus opportunities and long-term incentive compensation opportunities for each of his direct reports. These recommendations are made after considering competitive market data drawn from our compensation peer group and other relevant sources (including broad-based compensation surveys), as well as each NEO’s responsibilities and impact to the organization. While these recommendations are considered by our Compensation Committee, the members of our Compensation Committee make their own determinations in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each NEO and exercise of business judgment.

Role of Compensation Consultant

Compensia, Inc., a national compensation consulting firm (“Compensia”), continued to be engaged in 2024 as the compensation consultant of our Compensation Committee. Our Compensation Committee annually reviews under the applicable SEC rules and the relevant Nasdaq listing standards whether the work of Compensia as a compensation consultant raises any conflict of interest and has determined that the work of Compensia has not created any conflict of interest. Compensia reviews and advises on all principal aspects of our executive compensation program. Its main responsibilities include:

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•Providing independent advice to our Compensation Committee on current trends and best practices in compensation design and program alternatives, and advising on plans or practices that may improve the effectiveness of our compensation program;

•Preparing and presenting compensation peer group and supplemental compensation survey data, as appropriate, for competitive comparisons and, based on this information, preparing independent analyses on NEO compensation and on non-employee directors’ compensation;

•Reviewing our equity compensation plan and assessing total share usage relative to our peers;

•Reviewing the Compensation Discussion and Analysis and other compensation-related disclosures in this Annual Report on Form 10-K;

•Offering recommendations, insights and perspectives on compensation-related matters; and

•Assisting our Compensation Committee in designing an executive compensation program that is competitive and aligns the interests of our NEOs with those of our stockholders.

Compensation Peer Group

Our Compensation Committee has selected and approved a compensation peer group that it uses as a reference in understanding the market competitiveness of our executive compensation program. Our Compensation Committee evaluates this peer group on an annual basis to ensure that the companies selected remain appropriate.

To update the compensation peer group, our Compensation Committee, in consultation with Compensia, considered companies that are in the technology sector and that are similar to us in terms of industry, revenue, and market capitalization. Specifically, in developing our peer group we considered as our primary selection criteria:

•Companies in a similar industry and competitive market for talent, including companies that:

◦are in the software industry;

◦have a similar business model;

◦have recently become a publicly-traded company;

◦have similar revenue growth; and

◦have similar market capitalization as a percent of revenue.

•Companies that had revenue within a range of 0.33 to 3.0 times our annual revenue; and

•Companies that had a market capitalization within a range of 0.33 to 3.0 times our market capitalization.

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The following companies comprised our compensation peer group used to make 2024 compensation decisions:


◦Alkami Technology			◦Amplitude
◦AppFolio			◦Appgate
◦Blend Labs			◦Couchbase
◦CS Disco			◦Domo
◦Enfusion			◦Expensify
◦FARO Technologies			◦Mitek Systems
◦ON24			◦Opendoor Technologies
◦Porch Group			◦Redfin
◦SoundHound AI			◦SoundThinking
◦Sprout Social			◦Upland Software
◦Veritone			◦8x8

Relative to our 2023 compensation peer group, six companies were removed either due to acquisition or no longer meeting our selection criteria (Alarm.com, BlackLine, Five9, nCino, New Relic, and UserTesting), and six companies were added that fit our selection criteria (FARO Technologies, Mitek Systems, Porch Group, SoundHound AI, SoundThinking, Veritone), maintaining an overall peer group size of 22 companies.

Elements of Our Executive Compensation Program

Our executive compensation program consists of three principal elements: base salary, short-term incentive compensation in the form of annual cash bonuses and long-term incentive compensation opportunities in the form of equity awards. We provide our NEOs access to Company-wide health and welfare benefit plans, which are consistent with the arrangements offered to our other employees. Finally, our NEOs are eligible to receive certain post-employment compensation payments and benefits under the Matterport, Inc. Executive Severance Plan (the “Severance Plan”) adopted since 2023.

These principal elements of compensation are summarized below:


Element	Type of Element	Compensation Element	Objective
Base Salary	Fixed	Cash	Designed to attract and retain highly talented executives by providing fixed compensation amounts that are competitive in the market and reward performance
Short-Term Incentive Compensation	Variable	Cash	Designed to motivate our executives to achieve annual financial and operational business objectives and provide financial incentives when we meet or exceed these objectives
Long-Term Incentive Compensation	Variable	Equity awards in the form of RSU awards that may be settled for shares of our common stock	Designed to align the interests of our executives and our stockholders by motivating them to create sustainable stockholder value

Base Salary

Base salary represents the fixed portion of the compensation of our NEOs and is an important element of compensation intended to attract and retain highly talented individuals. Our Compensation Committee reviews and recommends annual base salary adjustments to our Board of Directors, and our Board of Directors determines adjustments to annual base salaries for each of our NEOs as part of the annual executive compensation review conducted by our Compensation Committee with related recommendations to our Board. Generally, our Compensation Committee uses base salary to provide each NEO with a specified level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in the best interests of our Company and our stockholders.

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Generally, we establish the initial base salaries of our NEOs through negotiation at the time we hire the individual, taking into account his or her position, qualifications, experience, prior salary level and the base salaries of our other executive officers. Thereafter, our Compensation Committee reviews the base salaries of our NEOs annually as part of its annual executive compensation review, with input from our CEO (except with respect to his own base salary) and makes adjustments, or recommends adjustments to our Board of Directors, and our Board of Directors makes adjustments, as each determines to be reasonable and necessary to reflect the scope of a NEO’s performance, individual contributions and responsibilities and market conditions.

In 2024, our Compensation Committee reviewed the annual base salaries of our NEOs, taking into consideration the overall labor market and the competitive industry in which our company operates, the recommendations of our CEO (except with respect to his own base salary), as well as the other factors described above. Following this review, our Compensation Committee determined to make changes to the annual base salaries of four NEOs who each received a salary increase to reflect his performance and to better align his base salary with the competitive market for the specific officer position held. The salary increases were effective April 1, 2024 and are set forth in the table below.


Named Executive Officer	Fiscal 2024 Base Salary $	Fiscal 2023 Base Salary $	% Increase
R.J. Pittman	420,000	410,000	2.4%
James D. Fay	400,000	390,000	2.6%
Jay Remley	330,000	320,000	3.1%
Japjit Tulsi	340,000	330,000	3.0%
Matt Zinn	385,000	375,000	2.7%

Short-Term Incentive Compensation

We use the CCIP, an annual cash bonus plan, to motivate our employees, including our NEOs, to achieve our annual business objectives. The CCIP allows our Compensation Committee to provide cash bonus awards to our employees, including our NEOs, based upon our actual achievement of corporate performance objectives approved by our Compensation Committee. Pursuant to the CCIP, our Compensation Committee and our Board of Directors, in their discretion, establish a target annual cash award opportunity for each NEO, with actual awards payable in the form of cash on a quarterly basis with respect to the applicable performance period. For 2024, the bonus payments for our NEOs were based entirely on the achievement of corporate performance objectives, with no individual performance component.

The target annual cash bonus opportunities for our NEOs (expressed as a percentage of annual base salary), were as follows: 100% for Mr. Pittman, 65% for Mr. Fay, 100% for Mr. Remley, 50% for Mr. Tulsi, and 50% for Mr. Zinn. For each participant, their CCIP award is capped at 150% of their individual target opportunity.

As the administrator of the plan, our Compensation Committee may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award for a particular performance period. The actual award payout may be below, at or above a participant’s target annual cash bonus award opportunity, at the discretion of the administrator. Further, the administrator may determine the amount of any increase, reduction or elimination as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.

Under the CCIP, our Compensation Committee determined the corporate performance objectives and related target levels of achievement required for payouts under the 2024 annual bonus awards. As established in 2024, our Compensation Committee determined that, in the case of our NEOs, the bonus awards would be eligible to be earned based on three corporate performance objectives:

•Revenue - 40.0% weighting

•Non-GAAP EPS - 30.0% weighting

•Customer - 30.0% weighting

Our Compensation Committee recommended to the Board of Directors these three corporate performance objectives for the CCIP based on our strategic and business objectives as set forth in our annual operating plan approved by our Board of Directors. We chose revenue as it is a key financial metric that the Company uses to measure growth of our business. We chose Non-GAAP EPS as a key indicator of our profitability. We included a suite of metrics in our customer performance objective – weekly active users, customer satisfaction, net dollar retention, and square feet under management (SFM) – to continue focusing our executives on a customer-centric culture and to action continuous improvements to our customer experience. We calculated a composite customer score reflecting the average of the underlying metrics considered.

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As reflected in our annual operating plan, the quarterly target levels established for each of the three corporate performance objectives for the full year of 2024 by our Compensation Committee were as follows for all of the NEOs except for Mr. Remley:


Performance Metric	Weighting	Target Q1	Target Q2	Target Q3	Target Q4
Revenue	40.00%	$40,500,000	$46,900,000	$51,000,000	$51,100,000
Non-GAAP EPS	30.00%	$(0.20)	$(0.02)	$(0.01)	$—
Customer	30.00%	100%	100%	100%	100%

Mr. Remley’s weightings were Revenue – 60%; Non-GAAP EPS – 20%; and Customer – 20% to reflect more heavily his responsibilities relating to the Company’s annual revenue generation.

The bonus amounts payable under the CCIP for 2024 were as follows:


Named Executive Officer	Fiscal 2024 Base Salary (Earned) $	Fiscal 2024 Target Bonus %	Fiscal 2024 Target Bonus $	Fiscal 2024 Actual Bonus $
R.J. Pittman	417,500	100%	417,500	344,900
James D. Fay	397,500	65%	258,375	213,428
Jay Remley	327,500	100%	327,500	278,750
Japjit Tulsi	337,500	50%	168,750	139,350
Matt Zinn	382,500	50%	191,250	157,969

Long-Term Incentive Compensation

In connection with the closing of the Gores Merger, our Board of Directors adopted our 2021 Incentive Award Plan (the “2021 Plan”) and the Employee Stock Purchase Plan, and, upon the recommendation of the Compensation Committee, granted RSU awards to our NEOs under the 2021 Plan. We grant equity awards to our NEOs to attract and retain them, as well as to align their interests with the interests of our stockholders.

In February 2024, our Board of Directors, upon the recommendation of our Compensation Committee, granted our then executive officers a “refresh grant” of RSUs with the right to be settled for and receive one share of our Class A common stock upon vesting in recognition of their continued service to the Company, with quarterly vesting over a period of four years measured from the date of grant.

The grants issued to each of our NEOs are as set forth in the table below:


Named Executive Officer						Number of RSUs Granted in 2024
R.J. Pittman						2,363,636
James D. Fay						727,273
Jay Remley						727,273
Japjit Tulsi						545,455
Matt Zinn						727,273

Executive Compensation Arrangements

Employment Offer Letters

During 2024, we were party to employment offer letters with Messrs. Pittman, Fay, Remley, Tulsi, and Zinn, the material terms of which are summarized below. Our Compensation Committee and Board of Directors believe that employment offer letters are important to create a contractual relationship between our Company and our NEOs, and to set the initial terms of our employment relationship.

Other Compensation Policies and Practices

Health and Welfare Benefits

Our NEOs are eligible to receive the same employee benefits that are generally available to all employees, subject to the satisfaction of certain eligibility requirements. These benefits include medical, dental and vision insurance, health and

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dependent care flexible spending accounts, health savings accounts, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance and partial reimbursement for mobile phone coverage.

Retirement Plans

We maintain a Section 401(k) retirement savings plan (“401(k) Plan”) that provides eligible U.S. employees, including our NEOs, with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to defer eligible compensation up to certain limits as set forth in the Internal Revenue Code of 1986, as amended (the “Code”), which are updated annually. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. All participant interests in their contributions are fully vested when contributed. The 401(k) Plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation program and further incentivizes our employees, including our NEOs, in accordance with our compensation policies.

Perquisites

We generally do not provide perquisites to our NEOs and did not provide any in 2024.

No Tax Gross-Ups

We do not provide gross-up payments to cover our NEOs’ personal income taxes that may pertain to any of the compensation or, if applicable, perquisites paid or provided by our Company.

Hedging and Pledging Prohibition

Our Board of Directors has adopted an insider trading compliance policy that prohibits our employees, including our officers, and the non-employee members of our Board of Directors from engaging in certain hedging transactions involving our equity securities. The policy provides as follows:

“Certain forms of hedging or monetization transactions, such as zero-cost and forward sale contracts, allow an officer, director or employee to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the officer, director or employee to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the officer, director or employee may no longer have the same objectives as the Company’s other stockholders. Therefore, such transactions involving the Company’s equity securities are prohibited by this Policy.”

Additionally, our insider trading policy prohibits our employees, including our officers, and the non-employee members of our Board of Directors from pledging our equity securities. The policy provides as follows:

“Purchasing on margin means borrowing from a brokerage firm, bank, or other entity in order to purchase the Company’s securities (other than in connection with a cashless exercise of stock options under the Company’s equity plans). Margin purchases of the Company’s securities are prohibited by this Policy. Pledging the Company’s securities as collateral to secure loans is also prohibited. This prohibition means, among other things, that you cannot hold the Company’s securities in a “margin account” (which would allow you to borrow against your holdings to buy securities).”

Tax and Accounting Considerations

Our Compensation Committee takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program.

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Accounting for Stock-Based Compensation

Our Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our NEOs and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers, other employees and the non-employee members of our Board of Directors. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

Clawback Arrangements

Our 2021 Plan provides that the 2021 Plan administrator may specify in an award agreement for awards granted under such plan that the participant’s rights, payments and benefits with respect to the award will be subject to the reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of the award. All awards granted under the 2021 Plan also will be subject to our clawback policy as may be established and/or amended from time to time. The 2021 Plan administrator also may require a participant to forfeit, return or reimburse the Company all or a portion of the award and any amounts paid under the award pursuant to the terms of our clawback policy or as necessary or appropriate to comply with applicable laws.

Effective as of October 2, 2023, we adopted a Compensation Recovery Policy that complies with Nasdaq listing standards adopted to implement compensation recovery rules issued by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under the policy, if we are required to prepare a qualifying accounting restatement, we must, subject to limited exceptions, recover from covered officers, including our NEOs, the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated amounts.

Compensation Committee Report

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, our Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K.

The Compensation Committee of the Board of Directors of Matterport, Inc:

Mike (Gus) Gustafson

Jason Krikorian

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EXECUTIVE COMPENSATION TABLES

Summary Compensation Table for Fiscal 2024

The following table sets forth information concerning the compensation of our named executive officers for the fiscal years presented. Mr. Zinn joined our Company as an officer in December 2022.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Options Awards ($)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)	Total ($)
R.J. Pittman	2024	417,500	—	—	5,672,726	344,900	—	6,435,126
Chief Executive Officer	2023	406,250	—	—	2,649,600	383,625	—	3,439,475
	2022	395,000	—	—	—	101,910	—	496,910

James D. Fay	2024	397,500	—	—	1,643,637	213,428	—	2,254,565
Chief Financial Officer	2023	385,125	—	—	1,152,000	236,325	—	1,773,450
	2022	370,500	—	—	—	111,520	—	482,020

Jay Remley	2024	327,500	—	—	1,634,637	278,750	—	2,240,887
Chief Revenue Officer	2023	313,750	—	—	1,036,800	283,162	—	1,633,712
	2022	295,000	—	—	—	253,701	—	548,701

Japjit Tulsi	2024	337,500	—	—	1,232,728	139,350	—	1,709,578
Chief Technology Officer	2023	318,750	—	—	806,400	150,187	—	1,275,337
	2022	285,000	—	—	—	73,530	—	358,530

Matthew Zinn	2024	382,500	—	—	1,634,637	157,969	—	2,175,106
Chief Legal Officer	2023	375,000	150,000	—	—	177,188	—	702,188
	2022	21,307	—	—	5,000,000	5,095	—	5,026,402

(1) Amounts represent the aggregate grant date fair value of restricted stock units (“RSUs”) granted to our named executive officers, computed in accordance with Accounting Standards Codification Topic 718 (ASC Topic 718). Assumptions used to calculate the foregoing amounts are included in Item 8 Note 12.

(2) Amounts represent bonuses earned under our annual bonus plan, or CCIP. For additional information on these amounts, see “Compensation Discussion and Analysis – Elements of Our Executive Compensation Program – Short-Term Incentive Compensation.”

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Grants of Plan-Based Awards for Fiscal 2024

As described in the Compensation Discussion and Analysis section, we granted restricted stock units under our 2021 Plan and cash awards under our CCIP to certain of our named executive officers in fiscal 2024. The following table sets forth information regarding all such awards.


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards
Name	Grant Date	Approval or Action Date	Threshold ($)(1)		Target ($)		Maximum ($)(2)		Threshold ($)		Target ($)		Maximum ($)		All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Share)		Closing Price on Date of Grant for Option Awards		Grant Date Fair Value of Stock and Option Awards ($)(4)
R.J. Pittman(4)	2/14/2024	2/14/2024	$	—	$	—	$	—	$	—	$	—	$	—	2,363,636	—	$	—	$	—	$	5,672,726
	—	2/14/2024	$	334,000	$	417,500	$	626,250	$	—	$	—	$	—	—	—	$	—	$	—	$	—


James D. Fay	2/13/2024	2/13/2024	$	—	$	—	$	—	$	—	$	—	$	—	727,273	—	$	—	$	—	$	1,643,637
	—	2/13/2024	$	206,700	$	258,375	$	387,563	$	—	$	—	$	—	—	—	$	—	$	—	$	—


Jay Remley	2/13/2024	2/13/2024	$	—	$	—	$	—	$	—	$	—	$	—	727,273	—	$	—	$	—	$	1,643,637
	—	2/13/2024	$	262,000	$	327,500	$	491,250	$	—	$	—	$	—	—	—	$	—	$	—	$	—




Japjit Tulsi	2/13/2024	2/13/2024	$	—	$	—	$	—	$	—	$	—	$	—	545,455	—	$	—	$	—	$	1,232,728
	—	2/13/2024	$	135,000	$	168,750	$	253,125	$	—	$	—	$	—	—	—	$	—	$	—	$	—

Matthew Zinn	2/13/2024	2/13/2024	$	—	$	—	$	—	$	—	$	—	$	—	727,273	—	$	—	$	—	$	1,643,637
	—	2/13/2024	$	153,000	$	191,250	$	286,875	$	—	$	—	$	—	—	—	$	—	$	—	$	—

(1) For each named executive officer, his CCIP award threshold is 80% of his individual target opportunity.

(2) For each named executive officer, his CCIP award is capped at 150% of his individual target opportunity.

(3) RSUs vest in equal quarterly installments thereafter until fully vested on March 1, 2028.

(4) Represents the grant date fair value computed in accordance with ASC Topic 718.

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Outstanding Equity Awards at Fiscal 2024 Year End

The following table summarizes the outstanding equity awards held by our named executive officers as of December 31, 2024.


				Option Awards					Stock Awards
Name	Grant Date	Vesting Start Date		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)		Option Expiration Date		Number of Shares or Unites of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
R.J. Pittman	03/21/2019	12/3/2018	(2) (3)	11,526,565	—	$	0.66	3/20/2029		—	$	—	—	$	—
	03/21/2019	—	(4)	866,597	—	$	0.66	3/20/2029		—	$	—	—	$	—
	03/21/2019	12/3/2018	(2)	605,773	—	$	0.66	3/20/2029		—	$	—	—	$	—
	10/1/2021	07/15/2021	(5)	—	—	$	—	—		1,400,856	$	6,640,057	—	$	—
	03/7/2023	03/1/2023	(5)	—	—	$	—	—		517,500	$	2,452,950	—	$	—
	02/14/2024	03/1/2024	(5)	—	—	$	—	—		1,920,455	$	9,102,957	—	$	—

James D. Fay	10/5/2017	09/11/2017	(2)(3)	720,754	—	$	0.35	10/05/2027		—	$	—	—	$	—
	10/14/2020	10/14/2020	(2)	489,941	—	$	1.14	10/14/2030		—	$	—	—	$	—
	10/1/2021	07/15/2021	(5)	—	—	$	—	—		652,694	$	3,093,770	—	$	—
	03/7/2023	03/1/2023	(5)	—	—	$	—	—		225,000	$	1,066,500	—	$	—
	02/13/2024	03/1/2024	(5)	—	—	$	—	—		590,910	$	2,800,913	—	$	—

Jay Remley	10/23/2019	07/8/2019	(2)	1,996,983	—	$	0.66	10/22/2029		—	$	—	—	$	—
	10/1/2021	07/15/2021	(5)	—	—	$	—	—		391,617	$	1,856,265	—	$	—
	03/7/2023	03/1/2023	(5)	—	—	$	—	—		202,500	$	959,850	—	$	—
	02/13/2024	03/1/2024	(5)	—	—	$	—	—		590,910	$	2,800,913	—	$	—

Japjit Tulsi	02/6/2020	01/21/2020	(2)	2,823,426	60,073	$	0.66	2/05/2030		—	$	—	—	$	—
	10/1/2021	07/15/2021	(6)(7)	—	—	$	—	—		761,477	$	2,048,373	—	$	—
	03/7/2023	03/1/2023	(5)	—	—	$	—	—		227,500	$	611,975	—	$	—
	02/13/2024	03/1/2024	(5)	—	—	$	—	—		443,183	$	2,100,687

Matt Zinn	12/12/2022	12/12/2022	(6)	—	—	$	—	—		902,528	$	4,277,983	—	$	—
	02/13/2024	03/1/2024	(5)	—	—	$	—	—		590,910	$	2,800,913	—	$	—

(1) Amount determined by multiplying the number of RSUs that have not vested, respectively, by the closing price of our Class A common stock on December 31, 2024.

(2) Represents an option vesting with respect to 25% of the shares subject to the option on the first anniversary of the vesting start date, and with respect to 1/48th of the shares subject to the option monthly thereafter, subject to the applicable executive’s continued service through the applicable vesting date.

(3) Represents an option that may be exercised as to all of the shares subject thereto before vesting, with any shares acquired subject to the Company’s right of repurchase at the original exercise price upon a termination of service, which repurchase right lapses in accordance with the option vesting schedule (described in Note (2) above).

(4) This option vested in full upon the closing of the Gores Merger.

(5) 1/16th of the Total Number of RSUs shall satisfy the Service-Based Requirement on each three-month anniversary of the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month).

(6) 25% of the Total Number of RSUs shall satisfy the Service-Based Requirement on the one-year anniversary of the Vesting Commencement Date and 1/16th of the Total Number of RSUs shall satisfy the Service-Based Requirement on each quarterly (3-month) anniversary thereafter (and if there is no corresponding day, on the last day of the month).

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Option Exercises and Stock Vested for Fiscal 2024

The following table sets forth information about the exercise of options and vesting of restricted stock awards of our named executive officers in fiscal 2024.


	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)(1)	Value Realized on Exercise($)(2)		Number of Shares Acquired on Vesting (#)	Value Realized at Vesting ($)(3)
R.J. Pittman	—	$	—	2,540,988	$	10,313,964
James D. Fay	—	$	—	1,106,622	$	4,457,218
Jay Remley	—	$	—	748,518	$	3,041,812
Japjit Tulsi	—	$	—	607,402	$	2,463,227
Matthew Zinn	—	$	—	926,074	$	3,123,398

(1) Represents the gross number of shares acquired upon exercise of vested options without taking into account any shares that may be withheld to cover option exercise price or applicable tax obligations.

(2) Represents the value of exercised options calculated by multiplying (a) the number of shares of our Class A common stock to which the exercise of the option related, by (b) the difference between the per share unadjusted closing price of our Class A common stock on the date of exercise and the exercise price of the options.

(3) The amounts in this column have been computed based on the closing price of our Class A common stock on the vesting date.

Potential Payments upon Termination or Change of Control

The information below describes certain compensation and benefits to which our NEOs are entitled in the event their employment is terminated under certain circumstances and/or a change of control occurs. See the table at the end of this section for the amount of compensation and benefits that would have become payable under existing plans and contractual arrangements assuming a termination of employment and/or change of control had occurred on December 31, 2024 assuming a market value of our Class A common stock on that date of $4.74 (which was the closing sale price of a share of our Class A common stock on the last trading day of the year) given the NEOs’ compensation and service levels as of such date. There can be no assurance that an actual triggering event would produce the same or similar results as those estimated if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

Employment Offer Letters

Mr. Pittman’s Offer Letter

We entered into an employment offer letter with Mr. Pittman in November 2018, pursuant to which Mr. Pittman serves as our CEO. Mr. Pittman’s offer letter sets forth the terms and conditions of his initial employment, including his initial base salary, target annual cash bonus opportunity and terms of his initial stock option grants, and eligibility to participate in our employee benefit plans.

Mr. Fay’s Offer Letter

We entered into an employment offer letter with Mr. Fay in July 2017, pursuant to which Mr. Fay serves as our Chief Financial Officer. Mr. Fay’s offer letter sets forth the terms and conditions of his initial employment, including his initial base salary, target annual cash bonus opportunity, an initial stock option grant, and eligibility to participate in our employee benefit plans.

Under his offer letter, if Mr. Fay’s employment with us is terminated without “cause” (as defined in the option agreement evidencing the stock option granted to him on October 5, 2017) or he resigns due to certain material adverse changes to his position, work location, base compensation or working conditions (an “Involuntary Termination”) within 24 months following a change in control of the Company, then he will be eligible for the following severance payments and benefits: (i) an amount equal to three months of his base salary, and (ii) an amount equal to his target annual cash bonus for the year of termination, prorated based on the period during which Mr. Fay was employed during such year (plus an additional three months).

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Mr. Remley’s Offer Letter

We entered into an employment offer letter with Mr. Remley in July 2019, pursuant to which Mr. Remley serves as our Chief Revenue Officer. Mr. Remley’s offer letter sets forth the terms and conditions of his initial employment, including his initial base salary, target annual cash bonus opportunity, an initial stock option grant, and eligibility to participate in our employee benefit plans.

Mr. Tulsi’s Offer Letter

We entered into an employment offer letter with Mr. Tulsi in January 2020, pursuant to which Mr. Tulsi serves as our Chief Technology Officer.Mr. Tulsi’s offer letter sets forth the terms and conditions of his initial employment, including his initial base salary, target annual bonus opportunity, an initial stock option grant, and eligibility to participate in our employee benefit plans.

Mr. Zinn’s Offer Letter

We entered into an employment offer letter with Mr. Zinn in December 2022, pursuant to which Mr. Zinn serves as our Chief Legal Officer. Mr. Zinn’s offer letter sets forth the terms and conditions of his initial employment, including his initial base salary, target annual cash bonus opportunity, an initial stock option grant, and eligibility to participate in our employee benefit plans.

Executive Severance Plan

In December 2022, our Compensation Committee recommended, and our Board of Directors adopted, a change in control and severance plan under which our CEO and all of our NEOs participate (the “Executive Severance Plan”). We believe that this benefit provides retention value by reducing any potential distractions caused by the possibility of a potential change in control, allowing our NEOs to focus on their duties and responsibilities. We believe these benefits are competitive relative to the severance payments and benefits provided to similarly situated individuals at the companies in our compensation peer group. The Executive Severance Plan superseded any existing change in control and severance benefits previously provided to the participants in the Executive Severance Plan.

The Executive Severance Plan provides for the payment of severance and other benefits to participants in the event of a termination of employment with the Company without cause or for good reason, each as defined in the Executive Severance Plan (each, a “Qualifying Termination”). In the event of a Qualifying Termination and subject to the participant’s execution of a participation notice and a general release of claims in favor of us, the Executive Severance Plan provides the following payments and benefits to the participants:

•a payment in cash equal to one year of base salary for our CEO and six months of base salary for our other executive officers;

•a payment in cash in an amount equal to any earned or unpaid cash bonus for any applicable performance period ending immediately prior to the performance period ongoing during which the date of termination occurs;

•an amount equal to the participant’s pro-rata bonus (calculated on the number of days employed during the performance period), payable at the same time as bonuses are paid to the other executive officers for the performance period, as is based on (a) actual performance for elements of the bonus unrelated to the participant’s individual performance, and (b) full satisfaction of elements of such bonus relating to the participant’s individual performance,

•if the participant has remained continuously employed with us for at least four full years as of the date of termination, accelerated vesting of each unvested equity award (at target performance levels, as applicable) held by the participant to the extent that the awards would have vested during the 12- month period following the date of termination for our CEO or the six month period following the date of termination for our other executive officers;

•an extended exercise period for options held by the participant as of the date of termination until the earlier of the first anniversary of the date of termination and the original expiration date of the option; and

•payment of COBRA premiums, or, if eligible, participant contributions under our group health plans, for the participant and eligible dependents for 12 months, in the case of our CEO, or six months, in the case of our other executive officers, following the date of termination.

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The Executive Severance Plan also provides for the payment of severance and other benefits to participants in the event of a Qualifying Termination during the period beginning three months prior to (and including) the date on which a change in control (as defined) occurs and ending on (and including) the 12- month anniversary of the date of the change of control (a “CIC Termination”). In the event of a CIC Termination during the change in control protection period but prior to the consummation of a change in control, as defined in the Executive Severance Plan, and subject to the applicable participant’s execution of a general release of claims in favor of us, the Executive Severance Plan provides the following payments and benefits to the participants:

•a payment in cash equal to 18 months of base salary for our CEO or one year of base salary for our other executive officers, provided that six months of base salary for each of our CEO and our other executive officers may be paid at the time of the change of control;

•a payment in cash in an amount equal to any earned or unpaid cash performance bonus for any applicable performance period ending immediately prior to the performance period ongoing during which the date of termination occurs;

•an amount equal to 100% of the participant’s target annual cash bonus opportunity, payable in a lump sum, with such amount to be 150% of the target annual cash bonus for our CEO;

•accelerated vesting of each unvested equity award (at target performance levels, as applicable) held by the participant, provided that if the change in control does not happen within three months of the date of termination, then any unvested equity awards will be canceled and forfeited; and

•payment of COBRA premiums, or, if eligible, participant contributions under our group health plans, for the participant and eligible dependents for 18 months, in the case of our CEO, or 12 months, in the case of our other executive officers, following the date of termination.

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Potential Payments Upon Termination or Change in Control

The following table summarizes the estimated value of payments and other benefits to which our named executive officers would have been entitled upon certain terminations of employment, assuming, solely for purposes of such calculations, that the triggering event or events occurred on December 31, 2024.


				Qualifying Termination
Name	Benefit	Voluntary Termination or Termination for Good Cause ($)		Not For Cause ($)(2)		For Cause ($)		Qualifying Termination & Change in Control ($)		Death or Permanent Disability ($)
R.J. Pittman	Non-Equity Incentive Plan	$	—	$	52,500	$	—	$	682,500	$	—
	Accelerated Awards Under Equity Incentive Plans(1)	—		10,531,166		—		18,195,964		—
	Base Salary	—		420,000		—		630,000		—
	Continuation of Medical Benefits Under COBRA (present value)	—		41,400		—		62,100		—
	Reasonable Outplacement Assistance	—		—		—		—		—
	Total	$	—	$	11,045,066	$	—	$	19,570,564	$	—

James D. Fay	Non-Equity Incentive Plan	$	—	$	32,500	$	—	$	292,500	$	—
	Accelerated Awards Under Equity Incentive Plans(1)	—		2,730,420		—		6,961,183		—
	Base Salary	—		200,000		—		400,000		—
	Continuation of Medical Benefits Under COBRA (present value)	—		15,063		—		30,126		—
	Reasonable Outplacement Assistance	—		—		—		—		—
	Total	$	—	$	2,977,983	$	—	$	7,683,809	$	—

Jay Remley	Non-Equity Incentive Plan	$	—	$	41,250	$	—	$	371,250	$	—
	Accelerated Awards Under Equity Incentive Plans(1)	—		1,881,718		—		5,617,028		—
	Base Salary	—		165,000		—		330,000		—
	Continuation of Medical Benefits Under COBRA (present value)	—		20,700		—		41,400		—
	Reasonable Outplacement Assistance	—		—		—		—		—
	Total	$	—	$	2,108,668	$	—	$	6,359,678	$	—

Japjit Tulsi	Non-Equity Incentive Plan	$	—	$	21,250	$	—	$	191,250	$	—
	Accelerated Awards Under Equity Incentive Plans(1)	—		1,520,336		—		4,394,122		—
	Base Salary	—		170,000		—		340,000		—
	Continuation of Medical Benefits Under COBRA (present value)	—		16,332		—		32,665		—
	Reasonable Outplacement Assistance	—		.		—		—		—
	Total	$	—	$	209,102	$	—	$	568,309	$	—

Matthew Zinn	Non-Equity Incentive Plan	$	—	$	24,063	$	—	$	216,563	$	—
	Accelerated Awards Under Equity Incentive Plans(1)	—		—		—		7,078,896		—
	Base Salary	—		192,500		—		385,000		—
	Continuation of Medical Benefits Under COBRA (present value)(3)	—		20,700		—		41,400		—
	Reasonable Outplacement Assistance	—		—		—		—		—
	Total	$	—	$	237,263	$	—	$	7,721,859	$	—

(1) Based on the closing price of our Class A common stock on December 31, 2024.

(2) Under the terms of the Severance Plan, a participant must have remained continuously employed with the Company or its subsidiaries for at least four years as of the date of termination for unvested equity awards to vest. Mr. Zinn had been employed with the Company or its subsidiaries for four years as of December 31, 2024.

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Compensation and Risk

Our Compensation Committee strives to provide strong incentives to our NEOs for the long-term, while avoiding excessive risk-taking in the short-term. We have used Compensia, an independent third party, to advise our Compensation Committee on matters related to the compensation of the non-employee members of our Board of Directors and executive officers. Our Compensation Committee believes that the design of our compensation programs and the level of oversight is sufficient to mitigate potential risks associated with our current policies and practices. In its review of our compensation programs company-wide, policies and practices in 2024, our Compensation Committee concluded that our compensation programs are not reasonably likely to have a material adverse effect on the Company.

CEO Pay Ratio

Our CEO pay ratio was calculated in compliance with the requirements set forth in Item 402(u) of Regulation S-K. In determining the pay ratio calculation, we used the following methodology, assumptions and reasonable estimates.

For purposes of this disclosure, as permitted by SEC regulations, for fiscal year 2024, we used the same median employee that was identified in 2023 given there were no changes to our employee population or employee compensation that we reasonably believe would result in a significant change in the pay ratio disclosure. In 2023, we identified our median employee using 2023 actual total cash compensation plus the grant-date fair value of equity awarded during 2023 as our consistently applied compensation measure.

To calculate the median employee’s 2024 annual compensation for purposes of the 2024 CEO pay ratio, we added together all the elements of such median employee’s compensation for 2024 in the same way that we calculate the annual total compensation for our NEOs in the Summary Compensation Table. On that basis, we calculated the 2024 annual compensation for our median employee as $256,795. Mr. Pittman’s annual total compensation based on all elements of his compensation as reported in the Summary Compensation Table for Fiscal Year 2024 was $6,382,626. Based on this information, the ratio of the annual total compensation of our CEO to the median of the total annual compensation of our other employees was 25 to 1.

DIRECTOR COMPENSATION

Each of our non-employee directors received a combination of cash and equity compensation for their services in 2024. Mr. Pittman receives no additional compensation for his service as a director, and the compensation provided to him during 2024 as an employee is set forth in the Summary Compensation Table above.

In February 2022, our Board of Directors adopted a non-employee director compensation program (the “Director Compensation Program”), which provides our non-employee directors with fixed annual cash retainer fees as well as equity incentive awards for their service on the Board, as summarized below.

Under the Director Compensation Program, which commenced January 1, 2022, each non-employee director receives an annual cash retainer of $30,000. The members of the following committees receive additional annual cash retainers in the amounts set forth below, depending on whether the member serves as chairperson of the committee:


	Chair		Non-Chair
Audit Committee	$	20,000	$	10,000
Compensation Committee	$	14,000	$	7,000
Nominating and Corporate Governance Committee	$	8,000	$	4,000

All cash retainers are paid quarterly in arrears within 30 days following the end of the applicable quarter (and prorated for partial service during a quarter).

Upon a non-employee director’s initial appointment or election to our Board, the director will automatically be granted an award of a number of RSUs calculated by dividing (a) $350,000 by (b) the average closing trading price of our Class A common stock over the 30 consecutive trading days ending with the trading day immediately preceding the grant date (an “Initial Award”). Each Initial Award will vest as to one-third of the total RSUs on each anniversary of the grant date, subject to continued service on the Board through each applicable vesting date.

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Additionally, on the date of each annual stockholders meeting, each non-employee director who serves immediately before and will continue to serve immediately after the meeting will be automatically granted an award of a number of RSUs calculated by dividing (a) $175,000 by (b) the average closing trading price of our Class A common stock over the 30 consecutive trading days ending with the trading day immediately preceding the grant date (the “Annual Award”). Each Annual Award will vest on the earlier of (i) the first anniversary of the grant date, or (ii) immediately before our next annual stockholders meeting following the grant date, subject to continued service on the Board through the applicable vesting date.

If we undergo a change in control, each Initial Award and Annual Award then-held by a non-employee director will vest in full immediately before such change in control if the non-employee director will not continue on the board of directors of the successor company following such change in control.

The table below sets forth information regarding the compensation of our non-employee directors for 2024. Mr. Pittman received no additional compensation for his service as a director and he is therefore not included in the table.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Mike (Gus) Gustafson(2)	$	57,023	$	162,019	$	219,042
Peter Hébert(3)	$	40,000	$	162,019	$	202,019
Jason Krikorian(4)	$	41,000	$	162,019	$	203,019
Susan Repo(5)	$	54,000	$	162,019	$	216,019

(1) Reflects the grant date fair value of restricted stock unit awards as determined pursuant to ASC Topic 718. See Note 12 – Stock Plan, in the notes to the consolidated financial statements contained in our Annual Report on Form 10‑K for the year ended December 31, 2024. Other than Mr. Pittman, each outside director received 39,325 restricted stock units.

(2) As of December 31, 2024, Mr. Gustafson held an option covering 475,645 shares of our Class A common stock and an RSU covering 39,325 shares of our Class A common stock.

(3) As of December 31, 2024, Mr. Hébert held an RSU covering 39,325 shares of our Class A common stock. Mr. Hébert has irrevocably assigned and transferred to Lux Capital Management, LLC (“LCM”), for the ratable benefit of the investment funds and other investment vehicles managed by LCM that hold securities or other financial interests of the Company, all the reporting person’s right, title and interest in and to the fees the reporting person receives for his service as a director of the Company.

(4) As of December 31, 2024, Mr. Krikorian held an RSU covering 39,325 shares of our Class A common stock.

(5) As of December 31, 2024, Ms. Repo held an RSU covering 39,325 shares of our Class A common stock.

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Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our voting shares by:

•each person, or group of affiliated persons, who is known to us to be the beneficial owner of more than 5% of our voting shares;

•each of our named executive officers and directors; and

•all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days of February 24, 2025.

Percentage ownership of our voting securities is based on 327,624,104 shares of our Class A common stock issued and outstanding as of February 24, 2025.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them. All references in the table and in the footnotes are to our Class A common stock.


Name and Address of Beneficial Owners	Number of Shares of Common Stock Beneficially Owned	% of Outstanding Common Stock
Directors and Named Executive Officers
R.J. Pittman(1)(2)	17,642,128	5.4	%
Japjit Tulsi(1)(3)	3,601,022	1.1	%
Jay Remley (1)(4)	3,536,148	1.1	%
James D. Fay(1)(5)	3,118,717	*
Matthew Zinn(1)(6)	618,698	*
Mike (Gus) Gustafson(1)(7)	751,193	*
Peter Hébert(8)(11)	26,418,802	8.1	%
Jason Krikorian(1)(9)	198,889	*
Susan Repo(1)(10)	112,962	*
All Directors and Executive Officers of the Company as a Group (9 individuals)	55,998,559	17.1	%
Five Percent Holders
Entities affiliated with Lux Capital Management(11)	26,139,009	8.0	%
DCM VI, L.P.(12)	17,650,164	5.4	%

___________________

*Less than one percent.

(1)The principal business address is c/o Matterport, Inc., 352 East Java Drive, Sunnyvale, California 94089.

(2)Consists of (a) 4,643,193 shares of Common Stock and (b) 12,998,935 options and RSUs exercisable for shares of Common Stock.

(3)Consists of (a) 717,526 shares of Common Stock and (b) 2,883,496 options and RSUs exercisable for shares of Common Stock.

(4)Consists of (a) 1,539,165 shares of Common Stock and (b) 1,996,983 options and RSUs exercisable for shares of Common Stock.

(5)Consists of (a) 1,908,022 shares of Common Stock and (b) 1,210,695 options and RSUs exercisable for shares of Common Stock.

(6)Consists of 618,698 shares of Common Stock held by Matthew Zinn.

(7)Consists of (a) 718,169 shares of Common Stock, (b) 16,512 Common Stock held by Brock M. Gustafson Trust, (c) 16,512 Common Stock held by Ashley E. Gustafson Trust.

(8)Consists of 279,793 shares of common stock held by Peter Hébert. The principal address is c/o Lux Capital Management, 920 Broadway, 11th Floor, New York, NY 10010.

(9)Consists of 198,889 shares of common stock held by Jason Krikorian.

(10)Consists of 112,962 shares of common stock held by Susan Repo.

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(11)Based on a Schedule 13D/A filed on March 17, 2022. Consists of (a) 98,889 shares of common stock held by Lux Capital Management, LLC, (b) 15,174,620 shares of common stock held by Lux Ventures III, L.P., (c) 5,806,341 shares of common stock held by Lux Co-Invest Opportunities, L.P., (d) 719,947 shares of common stock held by Lux Ventures Cayman III, L.P., (e) 7,466 shares of common stock held by Lux Ventures III Special Founders Fund, L.P. and (f) 4,331,746 shares of common stock held by Lux Total Opportunities, L.P. Lux Venture Partners III, LLC is the general partner of each of Lux Ventures III L.P. and Lux Ventures III Special Founders Fund, L.P. and exercises voting and dispositive power over the shares noted herein held thereby. Lux Co-Invest Partners, LLC is the general partner of Lux Co-Invest Opportunities, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Co-Invest Opportunities, L.P. Lux Ventures Cayman III General Partner Limited is the general partner of Lux Ventures Cayman III, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Ventures Cayman III, L.P. Lux Total Opportunities Partners, LLC is the general partner of Lux Total Opportunities, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Total Opportunities, L.P. Peter Hébert and Josh Wolfe are the individual managing members of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC, Lux Ventures Cayman III General Partner Limited and Lux Total Opportunities Partners, LLC. The individual managers, as the sole managers of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC, Lux Ventures Cayman III General Partner Limited and Lux Total Opportunities Partners, LLC, may be deemed to share voting and dispositive power for the shares noted herein held by Lux Ventures III, L.P., Lux Co-Invest Opportunities, L.P., Lux Ventures Cayman III, L.P., Lux Ventures III Special Founders Fund, L.P. and Lux Total Opportunities, L.P. Each of Lux Venture Partners III, LLC, Lux Co-Invest Partners, LLC, Lux Ventures Cayman III General Partner Limited, and Lux Total Opportunities Partners, LLC and the individual managers separately disclaim beneficial ownership over the shares noted herein except to the extent of their pecuniary interest therein. The address for these entities and individuals is c/o Lux Capital Management, 920 Broadway, 11th Floor, New York, NY 10010.

(12)Based on the Schedule 13G/A filed on January 23, 2023. Consists of shares of Common Stock held by DCM VI, L.P. Jason Krikorian was a general partner at DCM until January 2022, which is an affiliate of DCM VI, L.P. Mr. Krikorian is no longer affiliated with DCM. The address of DCM VI, L.P. is 2420 Sand Hill Road, Suite 200, Menlo Park, CA 94025.

160

Securities Issuable Under Equity Compensation Plans

The following table sets forth information with respect to compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2024.

Equity Compensation Plan Information


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants, and rights(2)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity Compensation plans approved by security holders(1):
2021 Incentive Award Plan:	50,232,318	$	0.67	14,948,811
2021 Employee Stock Purchase Plan:	—	—		13,389,704
Equity compensation plans not approved by security holders	—	—		—
Total	50,232,318	$	0.67	28,338,515

(1) Includes our 2021 Plan. Our 2021 Plan provides that the initial aggregate number of shares of common stock, available for issuance pursuant to awards thereunder shall be the sum of (a) 10% of the outstanding shares of common stock as of the closing of the Gores Merger; (b) any shares of Class A common stock subject to outstanding equity awards under the amended and restated 2011 Stock Plan which, following the effective date of the 2021 Plan, become available for issuance under the 2021 Plan and (c) an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031 equal to a number of shares equal to 5% of the aggregate number of shares of Class A common stock outstanding on the final day of the immediately preceding calendar year. Our 2021 ESPP provides that the aggregate number of shares of Class A common stock available for issuance pursuant to awards under the 2021 ESPP shall be the sum of (a) 3% of the number of outstanding shares of Class A common stock as of the closing of the Gores Merger; and (b) an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of (i) 1% of the aggregate number of shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of common stock as may be determined by the Company; provided, however, that the number of shares of common stock that may be issued or transferred pursuant to the rights granted under the 2021 ESPP shall not exceed 15.25% of the outstanding shares of Class A common stock as of the closing of the Gores Merger.

(2) The weighted average exercise price does not take into account outstanding RSUs and PRSUs, which have no exercise price, or outstanding rights under the 2021 ESPP.

161

Item 13. Certain Relationships and Related Transactions, and Director Independence

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Policies and Procedures for Approval of Related Person Transactions

The Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests (or the perception thereof). We have a written related party transactions policy that is in conformity with the requirements for issuers having publicly held common stock that is listed on Nasdaq. The policy provides that officers, directors, holders of more than 5% of any class of the Company’s voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, will not be permitted to enter into a related-party transaction with the Company without the prior consent of the audit committee, or other independent members of the Board in the event it is inappropriate for the audit committee to review such transaction due to a conflict of interest. Any request for the Company to enter into a transaction with an executive officer, director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000, must first be presented to the Audit Committee for review, consideration, and approval. In approving or rejecting the proposed transactions, the Audit Committee will take into account all of the relevant facts and circumstances available.

Any proposed transaction that has been identified as a related party transaction may be consummated or materially amended only following approval by the Audit Committee in accordance with the provisions of our policy. No director may participate in approval of a related person transaction for which he or she is a related person. In the event that it is inappropriate for the Audit Committee to review the transaction for reasons of conflict of interest or otherwise, after taking into account possible recusals by Audit Committee members, then the related person transaction shall be approved by another independent body of our Board. Any related person transaction, if not a related person transaction when originally consummated, or if not initially identified as a related person transaction prior to consummation, shall be submitted to the Audit Committee for review and ratification as soon as reasonably practicable. The Audit Committee shall consider whether to ratify and continue, amend and ratify, or terminate and rescind such related person transaction.

Our management will update the Audit Committee as to any material changes to any approved or ratified related person transaction and will provide a status report at least annually of all then current related person transactions. No director may participate in approval of a related person transaction for which he or she is a related person.

Relationships and Transactions with Directors, Executive Officers and Significant Stockholders

Other than compensation and indemnification arrangements for our directors and executive officers, which are described elsewhere in this Annual Report on Form 10-K, the following is a description of each transaction since January 1, 2024 and each currently proposed transaction in which:

•we have been or are to be a participant;

•the amounts involved exceeded or exceeds $120,000; and

•any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Indemnification Agreements

Our Certificate of Incorporation contains provisions limiting the liability of executive officers and directors, and our Amended and Restated Bylaws provide that the Company will indemnify each of its executive officers and directors to the fullest extent permitted under Delaware law. The Certificate of Incorporation and the Amended and Restated Bylaws also provide the Board with discretion to indemnify certain key employees when determined appropriate by the Board.

We have entered into indemnification agreements with all of our directors and executive officers and certain other key employees. The indemnification agreements provide that the Company will indemnify each of its directors, executive officers, and other key employees against any and all expenses incurred by such director, executive officer, or other key employee because of his or her status as one of the Company’s directors, executive officers, or other key employees, to the fullest extent permitted by Delaware law, the Certificate of Incorporation and the Amended and Restated Bylaws. In

162

addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, the Company will advance all expenses incurred by its directors, executive officers, and other key employees in connection with a legal proceeding involving his or her status as a director, executive officer, or key employee.

Item 14. Principal Accounting Fees and Services

Principal Accountant Fees and Services

The following tables present the aggregate fees billed by PricewaterhouseCoopers LLP to us (including Legacy Matterport) for the years ended December 31, 2024, 2023, and 2022.


Fee Category (in thousands)	2024		2023		2022(2)
Audit Fees(1)	$	2,605	$	1,904	$	2,497
Audit-Related Fees(2)	87		—		200
Tax Fees(3)	100		—		91
All Other Fees(4)	2		4		4
Total Fees	$	2,794	$	1,908	$	2,792

(1)Audit fees include fees for services performed to comply with the standards established by the Public Company Accounting Oversight Board, including the audit of our consolidated financial statements. This category also includes fees for audits provided in connection with statutory filings or services that generally only the principal independent auditor reasonably can provide, such as consent and assistance with and review of our SEC filings.

(2)Includes fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” The services represent acquisition due diligence services.

(3)Includes fees for professional services for tax due diligence and tax planning.

(4)“All Other Fees” consists of fees related to subscriptions to an accounting regulatory database.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee’s policy is to pre‑approve all audit and permissible non‑audit services provided by our independent registered public accounting firm, the scope of services provided by our independent registered public accounting firm and the fees for the services to be performed. These services may include audit services, audit‑related services, tax services and other services. Pre‑approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre‑approval, and the fees for the services performed to date.

All of the services listed in the table above provided by PricewaterhouseCoopers LLP were approved by the Audit Committee.

163

Part IV

Item 15. Exhibits and Financial Statement Schedules.

(a) Documents filed as part of this report

1. Consolidated Financial Statements

Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.

2. Financial Statement Schedules

Financial statement schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is shown in the Consolidated Financial Statements or the notes thereto.

3. Exhibits †

The following is a list of exhibits filed as part of this Annual Report on Form 10-K.

Exhibit
Number

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

2.1†

Agreement and Plan of Merger, dated as of February 7, 2021, by and among Gores Holdings VI, Inc., Maker Merger Sub, Inc., Maker Merger Sub II, LLC and Matterport, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2021).

8-K

001-39790

2.1

7/28/2021

2.1†

Agreement and Plan of Merger and Reorganization, dated as of April 21, 2024, among CoStar Group, Inc., Matrix Merger Sub, Inc., Matrix Merger Sub II LLC and Matterport, Inc .

8-K

001-39790

2.1

4/21/2024

3.1

Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 28, 2021).

8-K

001-39790

3.1

7/28/2021

3.2

Amended and Restated Bylaws of the Company.

8-K

001-39790

3.2

7/28/2021

4.1

Specimen Class A Common Stock Certificate.

S-1

333-249312

4.2

10/5/2020

4.2

Warrant Agreement, dated as of December 15, 2020, by and between Gores Holdings VI, Inc. and Continental Stock Transfer & Trust Company, as warrant agent.

8-K

001-39790

4.1

12/16/2020

4.3

Amendment to Warrant Agreement, dated as of July 22, 2021, by and among Matterport, Inc., Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company, as warrant agent.

8-K

001-39790

4.3

7/28/2021

10.1

Amended and Restated Registration Rights Agreement, dated as of July 22, 2021, by and among the Company, Gores Sponsor VI LLC and certain other parties.

8-K

001-39790

10.1

7/28/2021

10.2

Form of Indemnification Agreement.

8-K

001-39790

10.2

7/28/2021

10.3+

Matterport, Inc. 2021 Incentive Award Plan and related forms of awards agreements.

8-K

001-39790

10.3(a)

7/28/2021

10.4+

Form of Option Agreement under the Matterport, Inc. 2021 Incentive Award Plan.

8-K

001-39790

10.3(b)

7/28/2021

10.5+

Form of Restricted Stock Unit Agreement under the Matterport, Inc. 2021 Incentive Award Plan.

8-K

001-39790

10.3(c)

7/28/2021

164

10.6†

Matterport, Inc. 2021 Employee Stock Purchase Plan.

8-K

001-39790

10.4

7/28/2021

10.7

Form of Individual Investor Subscription Agreement.

8-K

001-39790

10.1

2/8/2021

10.8

Form of Institutional Investor Subscription Agreement.

8-K

001-39790

10.2

2/8/2021

10.9

Offer Letter, dated November 20, 2018, by and between Matterport, Inc. and R.J. Pittman.

S-4

333-255050

10.6

4/6/2021

10.10

Offer Letter, dated July 28, 2017, by and between Matterport, Inc. and James D. Fay.

S-4

333-255050

10.7

4/6/2021

10.11

Offer Letter, dated January 16, 2020, by and between Matterport, Inc. and Japjit Tulsi.

S-4

333-255050

10.8

4/6/2021

10.12

Offer Letter, dated June 17, 2019, by and between Matterport, Inc. and Jay Remley.

10-K/A

001-39790

10.16

5/18/2022

10.13

Offer Letter, dated November 21, 2022, by and between Matterport, Inc. and Matt Zinn.

10-K

001-39790

10.13

2/28/2023

10.14+

Matterport, Inc. Amended and Restated 2011 Stock Incentive Plan.

8-K

001-39790

10.5

7/28/2021

10.15+

Form of Option Agreement under the Matterport, Inc. Amended and Restated 2011 Stock Incentive Plan.

S-4

333-255050

10.10

4/6/2021

10.16+

Form of Restricted Stock Unit Agreement under the Matterport, Inc. Amended and Restated 2011 Stock Incentive Plan.

S-4

333-255050

10.11

4/6/2021

10.17

Matterport, Inc. Executive Severance Plan.

8-K

001-39790

10.1

12/15/2022

10.18

Matterport, Inc. Non-Employee Director Compensation Program.

S-1

333-258936

10.15

3/18/2022

10.19

Form of Voting Agreement.

8-K

001-39790

10.1

4/21/2024

10.20

Form of Severance Plan Letter Agreement.

8-K

001-39790

10.2

4/21/2024

19.1

I nsider Tra ding Policy

21.1

List of Subsidiaries.

23.1

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Matterport, Inc.

31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Matterport, Inc. Compensation Recovery Policy

10-K

001-39790

2/27/2024

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

165

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Exhibit 104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

_____________

* Filed herewith

+ Indicates a management contract or compensatory plan.

† The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request.

166

Item 16. Form 10-K Summary

None.

167

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	MATTERPORT, INC.

Date: February 26, 2025	By:	/s/ R.J. Pittman
		R.J. Pittman
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

Chairman and Chief Executive Officer
(Principal Executive Officer)

/s/ R.J. Pittman

February 26, 2025

R.J. Pittman

Chief Financial Officer
(Principal Financial Officer)

/s/ James D. Fay

February 26, 2025

James D. Fay

Chief Accounting Officer
(Principal Accounting Officer)

/s/ Peter Presunka

February 26, 2025

Peter Presunka

Director

/s/ Michael B. Gustafson

February 26, 2025

Michael B. Gustafson

Director

/s/ Peter Hébert

February 26, 2025

Peter Hébert

Director

/s/ Jason Krikorian

February 26, 2025

Jason Krikorian

Director

/s/ Susan Repo

February 26, 2025

Susan Repo

168