Table of Contents Risk Factors Our business is subject to a number of risks and uncertainties, as more fully described under “Risk Factors” in this prospectus. These risks could materially and adversely impact our business, financial condition, results of operations and prospects, which could cause the trading price of our Class A common stock to decline and could result in a loss of all or part of your investment. Some of these risks include: • the sustainability of our rapid growth and our ability to manage our growth effectively; • our ability to expand in new and existing markets and enhance our solutions and product and service offerings; • our ability to achieve profitability at a company level in light of our history of losses; • our ability to retain existing members and attract new members; • risks related to the long-term and fixed-cost nature of our leases; • risks relating to our ability to generate sufficient cash and to obtain financing on adequate terms; • our ability to maintain the value and reputation of our brand; • risks related to our transactions with related parties; • our Co-Founder and Chief Executive Officer has control over key decision-making as a result of his control over a majority of the total voting power of our outstanding capital stock; and • the success of our strategic partnerships. Implications of Being an Emerging Growth Company We will be treated as an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), for certain purposes until the earlier of the date we complete this offering and December 31, 2019. As such, we are permitted to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not emerging growth companies. In particular, in this prospectus, we have taken advantage of certain reduced disclosure obligations regarding the provision of selected financial data and executive compensation arrangements. We have also taken advantage of the extended transition period for complying with new or revised accounting standards available to emerging growth companies. Accordingly, the information contained in this prospectus may be different from the information you might receive from other public companies. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations— JOBS Act”. Our Principal Stockholder and Our Status as a Controlled Company Following the completion of this offering, as a result of his share ownership, together with his voting arrangements with certain stockholders, Adam Neumann, our Co-Founder and Chief Executive Officer, will be able to exercise voting control with respect to an aggregate of shares of our Class A common stock, shares of our Class B common stock and shares of our Class C common stock, representing approximately % of the total voting power of our outstanding capital stock (or approximately % of the total voting power of our outstanding capital stock if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). Accordingly, Adam will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors. As a founder-led company, we believe that this voting structure aligns our interests in creating stockholder value. Because Adam will control a majority of our outstanding voting power, we will be a “controlled company” under the corporate governance rules for -listed companies. Therefore, we may elect not to comply with certain corporate governance standards, such as the requirement that our board of directors have a compensation committee and nominating and corporate governance committee composed entirely of independent directors. For at least some period following completion of this offering, we intend to take advantage of these exemptions. 15