As of December 31, 2018, approximately 3,600 advisors2021, the Wealth Management business worked with branch offices in all 50 states utilized our HD Vest platforma nationwide network of 3,416 financial professionals and supported approximately $42.0$89.1 billion of total client assets, for almost 350,000 clients.including $42.2 billion of advisory assets.

As described above, the Wealth Management business consists of the operations of TaxActAvantax Wealth Management and provides digitalAvantax Planning Partners, which we believe provide unique and complementary models through which tax preparation solutions for consumers, small business owners,and financial professionals can affiliate with us. These models include:

Avantax Wealth Management and Tax Preparation businesses.

We believe that tax and accounting professionals, with their existing client relationships and in-depth knowledge of their clients’ financial situations, haveare well positioned to grow their wealth management practices as their tax advisory relationships provide a large base of potential clients. This competitive advantage results in an experienced and stable network of financial professionals who are betteruniquely positioned than competitors to provide tailored and comprehensive financial solutions that enable clients to meet their financial goals, including their tax and wealth management goals. HD Vest primarily recruits independentIn turn, our financial professionals have multiple revenue-generating options to diversify their earnings sources.

To help tax and accounting professionals or financial advisors who partner with established tax practices and offersintegrate wealth management services into their practice, we offer specialized training and support which allows them to join the HD Vest platform as independent financial advisors. HD Vest has designed a learning management system for its advisors with a curriculum that introduces advisorsthese financial professionals to the investment business and helps them build their practices. The comprehensive training curriculum is administered through numerous outlets,a multi-medium approach, including an annual three-day national sales conference, approximately 600 specialized localnumerous advisor- and home-office led training events, held annually,regional meetings, and on-demand learning paths.resources.

Avantax Wealth Management also has a highly experienced home office team that is focused on developing and delivering solutions tailored to the advisor'seach financial professional’s practice. The home office team provides marketing, practice management, insurance and annuity,product support, wealth management, retirement services, compliance, business consulting, succession planning, and other support to our advisors.financial professionals.

TaxAct, a top-threeleading provider of digital tax preparation solutions, based upon the number of e-files made in 2018, has leveraged its strong brand, comprehensive suite of tax preparation solutions, and proven digital lead generation capabilities to enable the filing of more than 6585 million federal consumer tax returns in the U.S. and Canada since 2000. TaxAct operates as thea value player in its market, with a mission to empower peoplebe the preferred tax software solution, enabling customers to navigate the complexities ofmaximize tax preparationoutcomes by providing delightful customer experiences with ease and accuracy at a fair price.our fully-featured value offering.

In addition to TaxAct'sTaxAct’s core offerings, TaxAct offers ancillary services such as Xpert Assist, where customers can get tax questions answered by a tax professional, refund payment transfer, audit defense, stored value cards, gift cards and retirement investment accounts through HD Vest,e-file concierge, as well as presentingproviding customers the optionwith a customized My Tax Plan which provides personalized guidance on ways to reviewimprove their tax situation. We believe that TaxAct’s ease of use, affordable pricing, and take advantage of personalized tax and potential financial savings opportunities offered through third party product providers. TaxAct also has an established brand and reputation that we believe isare attractive to customers.

TaxAct had five primary offerings for consumers for tax year 2017, which is the basis for its 2018 operating results:in 2021:

For TaxAct's offerings, state returns can be filed for free for free simple filers, or through the separately-sold state edition. TaxAct also had offerings for small business owners.owners consisting of separate offerings for sole proprietors, partnerships, C corporations, and S corporations.

TaxAct’s professional tax preparer software allowsfocuses on the unique needs of small tax offices and solo tax preparers and provides the tools for these professional tax preparers to prepare and file individual and business returns for their clients. TaxAct offers flexible pricing and packaging options that help tax professionals save money by paying only for the specific services that they need. In addition, the professional tax preparer software includes valuable features that tax professionals count on to maximize their efficiency and productivity, including the option of entering data directly into tax forms, utilizing a question-and-answer interview method to enter data, or easily toggling between the two data entry methods. TaxAct generates revenue primarily through its digital service offerings at www.TaxAct.com and its mobile applications.

Our evolving growth strategy begins with our mission to enable financial success by changing the way individuals and families plan and achieve their goals through tax-advantaged solutions. Taxes are one of life’s largest expenses, yet the tax preparation industry primarily focuses consumers on maximizing a once-a-year refund. Historically, the wealth management industry has largely ignored the impacts of taxes or only executed tax-advantaged strategies for HD Vestthe wealthiest segment of wealth management clients. Through our Wealth Management and TaxAct includes participating in favorable industry trendsTax Software businesses, we seek to execute holistic, long-term tax minimization strategies for our clients and executingcustomers while expanding access to those strategies to a broader group of taxpayers. We believe this approach will drive better outcomes for our clients leading to higher customer acquisition, greater lifetime values, and overall better retention.

Our growth strategies that we believe will resultinclude:

A key objectiveselement of our growth acceleration strategy:

Increasing support for our advisorsUnderlying this learning and focusing on those advisors that are in the best position to grow, some of whom have significant growth potential.

OurIn our Tax Preparation businessSoftware segment, our revenue and operating income generation is highly seasonal, with a significant portion of our annual revenue for such servicestypically earned in the first four monthstwo quarters of our fiscal year. During the third and fourth quarters, the Tax PreparationSoftware segment typically reports losses because revenue from the segment is minimal while core operating expenses continue. We anticipate that the seasonal nature of that part

We face intense competition in allThe markets in which our businesses operate. Many of our competitors or potential competitors have substantially greater financial, technical,business operates continue to evolve and marketing resources, larger customer bases, longer operating histories, more developed infrastructures, greater brand recognition, better access to vendors, and more established relationships. Our competitors may be able to adopt more aggressive pricing policies, develop and expand their product and service offerings more rapidly, adapt to new or emerging technologies more quickly, take advantage of acquisitions and other opportunities more readily, achieve greater economies of scale, and devote greater resources to the marketing and sale of their products and services than we can.are highly competitive. For our businessesbusiness to be successful, we must be competitiveeffectively compete in the Wealth Managementwealth management and Tax Preparationtax preparation markets, as described in more detail below.

The wealth management industry is a highly competitive and fragmented global industry. We and ourthe financial advisorsprofessionals with whom we partner compete directly with a variety of financial institutions, including traditional wirehouses, independent broker-dealers, registered investment advisers (including CPA firms that have their own in-house registered investment advisor), asset managers, banks and insurance companies, and direct distributors, such as 1st Global and Cetera Financial Specialists, as well as larger broker-dealers, such as Raymond James Financial. Mergers and acquisitions have resulted in consolidation in the wealth management industry. As a result, many of ourrobo-advisors. These competitors may have greater financial, technological, and marketing resources, broader infrastructure and deeper distribution capabilities,networks, greater brand recognition, and broader product and service offerings than us and may offer services at a more comprehensive offering of products and services.lower fee than we do. We and our financial advisors compete directly with those companiesthese financial institutions for the provision of products and services to clients, as well as for retentionrecruitment and hiringretention of financial advisors.professionals.

We believe that our competitive position in the wealth management industry is a function of providing effective, differentiated service and tools to tax professionals, while understanding the needs of these tax professionals with respect to wealth management, in order to maximize the opportunity to provide tax-advantaged financial planning and advice to end clients. We believe that our abilitycompetitive advantage is centered on the following differentiators:

The market for tax situations and more specifically to:

We believe that our competitive position in the market for tax preparation software and services is a function of our ability to differentiate our brand versus those of our competitors by the following:by:

WeRegulatory activity in the areas of privacy and data protection continues to grow worldwide, driven in part by the growth of technology and related concerns about the rapid and widespread dissemination and use of information. To the extent they are also subjectapplicable to us, we must comply with various federal, state, and international laws and regulations and to financial institution and healthcare provider regulatory requirements relating to the privacy and security of the personal information of our customers and employees. In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission, the Health Insurance Portability and Accountability Act of 1996, federal and state labor and employment laws, state data breach notification laws, state privacy laws such as the California Consumer Privacy Act of 2018, the California Privacy Rights Act of 2020, the Colorado Privacy Act, the Virginia Consumer Data Privacy Act, the New York Stop Hacks and Improve Electronic Data Security (SHIELD) Act, the Gramm-Leach-Bliley Act of 1999, SEC Regulation S-P, the Fair Credit Reporting Act of 1970, as amended, and Regulation S-ID, and further potential federal and state requirements.

Many of these laws and regulations provide consumers and employees with a private right of action if a covered company suffers a data breach related to a failure to implement reasonable data security measures. In addition, we are subject to other privacy laws and regulations that apply to the Internet,internet advertising, online behavioral tracking, and advertising, mobile applications, andSMS messaging, telemarketing, email activities,communication, data hosting, anddata retention, financial and health information, and credit reporting. AdditionalThe legal framework around privacy issues is rapidly evolving, as various federal and state government bodies are considering adopting new privacy laws in all of these areas are likely to be passed in the future,and regulations, which could result in significant limitations on or changes to the ways in which we can collect, use, host, store, or transmit the personal information and other data of our customers or employees,employees. These laws could also affect the ways we communicate with our customers, and deliver products and services, or mayand could significantly increase our compliance costs. As our business expands to new industry segments or otherwise becomes subject to rules and new usesregulations of data that are regulated for privacy and security, or to countriesjurisdictions outside the United States that have strictwith stricter data protections laws,protection regimes, such as the E.U. General Data Protection Regulation, our compliance requirements and costs will increase.

Through a privacy policy framework designed to be consistent with globally recognized privacythe principles of individual consent, data subject access, and privacy-by-design, we comply with United States federal and other country guidelines and practicesstrive to help ensure that customers and employees are aware of, and can control, how we use personal information about them. The TaxAct.comTaxAct website and its digital products have been certified by TRUSTe, an independent organization that operates a websiteoffers certification to organizations that have demonstrated responsible data collection and digital productprocessing practices consistent with regulatory expectations and external standards for privacy certification program representing industry standard practices to address users’ and regulators’ concerns about online privacy.accountability. We also use privacy statements to provide notice to customers of our privacy practices, as well as provide them the opportunity to furnish instructions with respect to use of their personal information. We participate in industry groups whose purpose is to develop or shape industry best practices, and to influence public policy, for privacy and security.security of data.

To address data security concerns, we use industry-standard data security safeguards to help protect theour computer systems and the information customers give to us from loss, misuse, and unauthorized alteration. Whenever customers transmit sensitive information, such as credit card information or tax return data to us through one of our websites or products, we use industry standards to encryptindustry-standard encryption as the data as it is transmitted to us. We work to protect our computer systems from unauthorized internal or external access using numerous commercially availablecommercially-available computer security products as well as internally developedinternally-developed security procedures and practices.

See the section entitled "Risks“Risks Associated With our Businesses"Our Business” in Part I, Item 1A of this reportForm 10-K for additional information regarding risks related to privacy and security of customer information and transactions.

Our success depends uponis bolstered by our technology and intellectual property rights. We seek to protect such rights and the value of our corporate brands and reputation through a variety of measures, including: domain name registrations, confidentiality and intellectual property assignment agreements with employees and third parties, protective contractual provisions, and laws regarding copyrights, trademarks, and trade secrets. We hold multiple registered trademarks in the United States and in various foreign countries, and we may apply for additional trademarks as business needs require. We may not be successful in obtaining issuance or registration for such applications or in maintaining existing trademarks. In addition, registered marks may not provide us with any competitive advantages. We may be unable to adequately or cost-effectively protect or enforce our intellectual property rights, and failure to do so could weaken our competitive position and negatively impact our business and financial results. If others claim that our products infringe their intellectual property rights, we may be forced to seek expensive licenses, re-engineer our products, engage in expensive and time-consuming litigation, or stop marketing and licensing our products. See the section entitled "Risks“Risks Associated With our Businesses"Our Business” in Part I, Item 1A of this reportForm 10-K for additional information regarding protecting and enforcing intellectual property rights and defending third-party infringement claims.

We are intensely focused on our customers and our people who are our most valuable resource. We strive to attract, develop, and retain the most talented employees by usproviding programs and third parties against us.services that engage employees, help them to learn and develop, and empower them to enable our business strategies. We believe that a key component of our future success will leverage our continued ability to attract and retain qualified personnel.

Our business and future results may be affected by a number of risks and uncertainties that should be considered carefully. In addition, this reportForm 10-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including the risks described below. The occurrence of one or more of the events listed below could also have a material adverse effect on the Company’s business, prospects, results of operations, reputation, financial condition, cash flows or ability to continue current operations without any direct or indirect impairment or disruption, which is referred to throughout these Risk Factors as a “Material Adverse Effect.”

Our Tax PreparationSoftware business also operates in a very competitive marketplace. There are many competing software products and digital services. Intuit’s TurboTax and H&R Block’s DDIY products and services haveserve a significant percentage of the software and digital service market. These competitors may have greater financial, technological, and marketing resources, broader infrastructure and distribution networks, greater brand recognition, and broader product and service offerings than us. Additionally, certain of our competitors have received, and may receive in the future, preferential treatment by U.S. federal or state governments. The U.S. federal government’s Child Tax Credit website currently provides direct links to certain competitors’ websites. Our Tax PreparationSoftware business must also compete with alternate methods of tax preparation, such as storefront tax preparation services, which includesinclude both local tax preparers and large chains such as H&R Block, Liberty Tax and Jackson Hewitt and Credit Karma, and itHewitt. We may also be subject tocompete against new market entrants who maycould take somea portion of our market share. As digital-do-it-yourselfDDIY tax preparation continues to be characterized by intense competition, including heavy marketing expenditures, price-based competition, and new entrants, maintaining and growing market share becomes more challenging unless brand relevance, customer experience, and feature/functionality provide meaningful incremental value. If we cannot continue to offer software and services that have quality and ease-of-use that are compelling to consumers, market the software and services in a cost-effective manner, offer ancillary services that are attractive to users, and develop the software and services at a low enough cost to be able to offer them at a competitive price point, it could result in a Material Adverse Effect.

The wealth management industry in whichIn addition, from time to time, U.S. federal and state governments have considered various proposals, including mandating that we and our Wealth Management business operates is also highly competitive,competitors refer qualifying customers to the Free File Program and we may not be able to maintain our customers,governmental taxing authorities utilizing taxpayer information provided by employers, financial advisors, distribution network, or the terms on which we provide our products and services. Our Wealth Management business competes based on a number of factors, including name recognition, service, the quality of investment advice, investment performance, technology, product offerings and features, price, and perceived financial strength. Competitors in the wealth management industry include broker-dealers, banks, asset managers, insurers,institutions, and other financial institutions. Many of these competitors have greater market share, offer a broader range of

Customer service and investment performance are important factors in the success of our Wealth Management business, while customer service, ease-of-use, and product performance and accuracy are important factors in the success of our Tax Software business. Strong customer service and investmentproduct performance help increase customer retention and generate sales of products and services. In contrast, poor service or investmentpoor performance of our financial or software products could impair our revenues and earnings, as well as our prospects for growth. CustomersIn our Wealth Management business, clients can terminate their relationships with us or our financial advisorsprofessionals at will.will, and in our Tax Software business, deficiencies in our service or product performance could lead customers to choose a competitor’s product or services. There can be no assurance as to how future investment performance of financial or software products will compare to that of our competitors, and, in the context of financial investment products, historical performance is not indicative of future returns. AParticularly, for the Wealth Management business, a decline or perceived decline in investment performance, on an absolute or relative basis, could cause a decline in sales of mutual funds and other investment products, an increase in redemptions and the termination of asset management relationships. Such actions may reduce our aggregate amount of advisory assets and reduce management fees. Poor investment performance could also adversely affect our ability to expand the distribution of our products through independent financial advisors.professionals.

In addition, the emergence of new financial or software products or services from others, or competitive pressures on pricing of such services or products, may result in the (i) loss of clients or accounts in our Wealth Management business and (ii) loss of customers in our Tax Software business. We must also monitor the pricing of our services and financial and software products in relation to competitors and periodically may need to adjust commissioncosts and fee rates, interest rates on deposits and margin loans, and other fee structures to remain competitive. Competition

For the Wealth Management business, competition from other financial services firms, such as reduced commissions to attract customersclients or trading volume, direct-to-investor online financial services, or higher deposit interest rates to attract customer cash balances, or increased recruiting bonuses to attract financial professionals, could adversely impact our business. CustomersClients of our Wealth Management business could also reduce the aggregate amount of their assets managed by us or shift their funds to other types of accounts with different rate structures for any number of reasons, including investment performance, changes in prevailing interest rates, changes in investment preferences, changes in our (or our financial advisors’professionals’) reputation in the marketplace, changes in customer management or ownership, loss of key investment management personnel and financial market performance. Our customers

A large portion of our revenues are derived from fees generated from the distribution of financial products, such as mutual funds and variable annuities. Changes in the structure or amount of the fees paid by the sponsors of these products could directly affect our revenues, business, and financial condition. In addition, if these products experience losses or increased investor redemptions, we may receive lower fee revenue from the investment management and distribution services we provide on behalf of the mutual funds and annuities. Should issuers of these products leave the market or discontinue offering or paying trail compensation on some or all of their products, our revenues could be negatively impacted. The investment management fees we are paid may also decline over time due to factors such as increased competition, renegotiation of contracts and the introduction of new, lower-priced investment products and services. Changes in market values or in the fee structure of asset management accounts wouldcould adversely affect our revenues, business, and financial condition.

Asset management fees often are primarily comprised of base management and incentive fees, and investment advisers generally are experiencing advisory fee compression due to intense competition. Management fees are primarily based on advisory assets, which are impacted by net inflow/outflow of customer assets and market values. Below-market investment performance by our funds and portfolio managers could result in a loss of managed accounts and could result in reputational damage that might make it more difficult to attract new customers and thus further impact our business and financial condition. If we were to experience the loss of managed accounts, our fee revenue would decline. In addition, inas the total amount of our advisory assets increases as a percentage of our total client assets, our results of operations may become substantially more dependent on revenue generated from management fees. In periods of declining market values, our advisory assets may also decline, which would negatively impact our fee revenues. This risk would become further exacerbated the more dependent our business becomes on revenues from management fees, and our ability to effectively offset declining management fee revenue through commission-based revenues may be limited. In addition, because advisory fees are based on advisory assets on the last day of each quarter, our revenues may be negatively impacted by the timing of market movements relative to when clients are billed. Any of the foregoing could result in a Material Adverse Effect.

In our Wealth Management business, this economic and financial market disruption negatively impacted the value of some of our clients’ assets in the first quarter of 2020, which caused a corresponding decline in the amount of revenue that we derived from these client assets. Further, beginning in the first quarter of 2020, we experienced a decline in commission revenue from lower trading volumes. While positive financial market movement in the second, third and fourth quarters of 2020 and in 2021 increased advisory and brokerage asset balances, there could be additional economic and market disruption as a result of COVID-19 pandemic that could lead to additional decline in client assets. In addition, our client assets could also materially decline as a result of clients being forced to rely on their investments due to the macroeconomic effect of COVID-19. A decline in client assets would lead to a corresponding decline in revenue from client assets. Additionally, in response to this economic and market disruption, the Federal Reserve decreased the federal funds rate in 2020 and maintained a low-interest rate environment in 2021, causing a significant decline in cash sweep revenue. Although the Federal Reserve has recently signaled adjustments to monetary policy that would increase the federal funds rates, if the Federal Reserve does not increase, or further decreases the federal funds rates, cash sweep revenue would continue to be negatively impacted. Overall, we expect that revenues in our Wealth Management business will remain susceptible to being adversely affected in future periods in which pandemic-influenced market factors remain present. The COVID-19 pandemic has also affected the business of our financial professionals in many ways. For example, our financial professionals have not been able to meet with clients face-to-face at times during the pandemic, and they also had to assist clients through extended tax seasons in 2020 and 2021 and in applying for loans under the U.S. Small Business Administration’s Paycheck Protection Program. In addition, during 2020 and 2021, they have had significantly less opportunities, and have at times been unable, to attend conferences and share ideas with other financial professionals. This sustained change in business or the loss of financial professionals who are not able to continue their business during this difficult time could lead to lower revenue and could have a Material Adverse Effect.

As a result of the continued impact of the COVID-19 pandemic, including disruptions associated with the distribution of the second and third rounds of Economic Impact Payments, the IRS delayed the start of the 2021 tax season and extended the filing and payment deadline for tax year 2020 federal tax returns from April 15, 2021 to May 17, 2021. In addition, the IRS extended the federal filing and payment deadline for Texas, Louisiana, and Oklahoma to June 15, 2021. Beyond federal filings, the majority of states also extended their filing and payment deadlines for tax year 2020 state tax returns. This extension resulted in the shifting of a significant portion of Tax Software segment revenue that would typically have been expected to be earned in the first quarter of 2021 to the second quarter of 2021. If the IRS delays the tax filing deadline in the future, we advise can redeem their investmentscould face shifting of revenue or increased costs.

Errors in those funds at any time without prior notice,IRS communications regarding the child tax credit payments could cause a significant number of tax returns, even if otherwise completed accurately, to route to the IRS’s error resolution system, which could adversely affectnegatively impact the success of our earnings.tax software in 2022.

Our ability to comply with all applicable laws, rulesbusiness and regulations and interpretations of such laws, rules and regulations is largelyoperations are substantially dependent on the performance of our establishmentkey employees and maintenance of compliance, audit, and reporting systems and procedures, as well asour future success depends on our ability to identify, attract, hire, retain, and motivate highly skilled management, technical, sales and marketing, and corporate development personnel, including personnel with experience and expertise in the wealth management, tax preparation, and technology industries. Qualified personnel with experience relevant to our business are scarce, and competition to recruit them is intense. Changes of management or key employees may disrupt operations, and if we lose the services of one or more key employees, including potential losses of key employees due to COVID-19 disruptions, illness, or death and are unable to recruit and retain a suitable successor with relevant experience or if we fail to successfully hire, retain and manage a sufficient number of highly qualified compliance, audit,employees, we may have difficulties in timely managing, supporting or expanding our business which could cause a Material Adverse Effect. Realignments of resources, reductions in workforce, or other operational decisions have created and risk management personnel. While wecould continue to create an unstable work environment and may have adopted systems, policies,a negative effect on our ability to hire, retain, and procedures reasonably designed to comply or facilitate compliance with all applicable laws, rules and regulations and interpretations of such laws, rules and regulations, these systems, policies, and procedures may not be fully effective.motivate employees. There can be no assurance that any retention program we initiate will not be subjectsuccessful at retaining employees, including key employees.

We use stock options, restricted stock units, and other equity-based awards, along with cash-based bonus programs, to investigations, claims, or other actions or proceedings by regulators or third parties withrecruit and retain senior-level employees and financial professionals. With respect to those employees or financial professionals to whom we issue such equity-based awards, we face a significant challenge in retaining them if the value of equity-based awards in the aggregate or individually is either not deemed by the employee or financial professional to be substantial enough or deemed so substantial that the employee or financial professional leaves after their equity-based awards vest. If the value of equity-based awards granted to our pastkey employees declines, we may be unsuccessful in retaining our key employees and financial professionals. We may undertake or future compliance with applicable laws, rules, and regulations, the outcome ofseek stockholder approval to undertake other equity-based programs to retain key personnel, which may have a Material Adverse Effect.be viewed

Our Wealth Management business operates in the United States with broad exposure to the global financial markets, and our Tax Software business offers products sponsored by third parties, including, but not limited to, mutual funds, insurance, annuities and alternative investments. These products are subject to complex regulations that change frequently. Although we have controlstax filing services in place to facilitate compliance with such regulations, there can be no assurance that our interpretationthe federal jurisdiction of the regulations will be consistent withUnited States and various regulators’ interpretations,state jurisdictions. Accordingly, we are affected by United States and global economic and political conditions that our procedures will be viewed as adequate by regulatory examiners, or that the operating subsidiaries will be deemed to be in compliance with regulatory requirements in all material respects. If products sold by our Wealth Management business do not perform as anticipated due to market factors or otherwise, or if product sponsors become insolvent or are otherwise unable to meet their obligations, this could result in material litigationdirectly and regulatory action against us. In addition, we could face liabilities for actual or alleged breaches of legal duties to customers with respect to the suitability of the financial products we make available in our open architecture product platform or the investment advice of our financial advisors.

Domestic and international factors that could makeaffect our own products more vulnerable to fraudulent activity. Even if our productsbusiness include, but are not affected directly bylimited to, trading levels, investing, origination activity in the securities markets, security and underlying asset valuations, the absolute and relative level and volatility of interest and currency rates, real estate values, the actual and perceived quality of issuers and borrowers, the supply of and demand for loans and deposits, United States and foreign government fiscal and tax policies, United States and foreign government ability, real or perceived, to avoid defaulting on government securities, inflation, decline and stress or recession in the United States and global economies generally, terrorism, war and armed conflicts, economic sanctions, trade wars and their collateral impacts, the impact of the United Kingdom’s exit from the European Union, climate change, natural disasters such incidents, they could damage our reputationas weather catastrophes, and deter currentwidespread health emergencies, such as the COVID-19 pandemic. Furthermore, changes in consumer economic variables, such as the number and potential customers from adopting our productssize of personal bankruptcy filings, the rate of unemployment, decreases in property values, certain life events, and services or lead customers to cease using onlinethe level of consumer confidence and connected software products to transact financial business altogether.consumer debt, may substantially affect consumer loan levels and credit quality.

In addition, we currently planthe COVID-19 pandemic has had a material negative impact on the U.S. and global economy as a whole, especially during the first quarter of 2020, and has caused substantial disruption in the U.S. and global securities and debt markets. While the United States and global financial markets experienced increased stability in the second, third and fourth quarters of 2020, uncertainty and potential volatility remain. A period of sustained downturns and/or volatility in the securities markets, changes in interest rates by the Federal Reserve, a return to increase our capture and useincreased credit market dislocations, reductions in the value of user data for marketing purposes. In connection with our use of user data for marketing efforts, concerns may be expressed about whether our products, services, or processes compromise the privacy of users, customers and others. Concerns about our practices with regard to the collection, use, disclosure or security of personal information or other privacy related matters, even if unfounded, could damage the reputation of our business and our brands and adversely affect our operating results.

Challenging economic times and changes to the Federal state,or various states’ tax code (personal and/or corporate) could cause potential new customers not to purchase or to delay purchasing of our products and foreign governmental authorities in jurisdictions in which we operateservices, and could cause our existing customers to discontinue purchasing or delay upgrades of our existing products and services, thereby negatively impacting our revenues and future financial results. Poor economic conditions and high unemployment have taken action,caused, and may take actioncould in the future cause, a significant decrease in an attempt to combat stolen identity refund fraud,the number of tax returns filed, which may require changeshave a significant effect on the number of tax returns we prepare and file. In addition, weakness in the end-user consumer and small business markets could negatively affect the cash flow of our distributors and resellers who could, in turn, delay paying their obligations to us, which could increase our systemscredit risk exposure and business practicescause delays in ways we cannot anticipate. These actions mayour recognition of revenue or future sales to these customers. The issuance of additional Economic Impact Payments via the IRS could disrupt the tax season and cause customer confusion, which could have an impact on our financial results. Any of these events could have a Material Adverse Effect on our Tax Preparation business.Effect. See

Other governmental authorities throughout the U.S. and around the world are considering similar types of legislative and regulatory proposals concerning data protection. Each of these privacy, security and data protection laws and regulationsfactors could impose significant limitations, require changes toimpact customer activity in our business require notificationand have a Material Adverse Effect. In addition, these factors may have an impact on our ability to customers or workers of a security breach, restrictachieve our use or storage of personal information, or cause changes in customer purchasing behavior, which may makestrategic objectives and to grow our business more costly, less efficient or impossible to conduct, and may require us to modify our current or future products or services, which may make customers less likely to purchase our products and may harm our future financial results. Additionally, any actual or alleged noncompliance with these laws and regulations could result in negative publicity and subject us to investigations, claims or other remedies, including demands that we modify or cease existing business practices, and expose us to significant fines, penalties and other damages. We have incurred, and may continue to incur, significant expenses to comply with existing privacy and security standards and protocols imposed by law, regulation, industry standards or contractual obligations.

Our business is reliant upon various providers of financial, accounting, technology, marketing, and business products, tools, platforms, systems and services that we use to conduct operations relating to our Wealth Management and Tax PreparationSoftware businesses. In our Wealth Management business, requiresthese key relationships include, among others, our network of financial professionals and CPA partner firms, the provider of our clearing platform,

If a precise developmentsignificant number of our key stakeholders, including financial professionals, customers, or clients, are or become dissatisfied by the different products, tools, platforms, systems and release scheduleservices, including related technology, processes, policies and any delaysproducts, that our key vendors and partners offer and they leave, use a competitor’s product or issuesservices, or seek contractual terms with accuracy or quality may damageus that are less favorable to our reputation andbusiness, it could result inhave a Material Adverse Effect.

The specializedWe are required to evaluate goodwill and highly seasonal natureacquired intangible assets for impairment at least annually or more frequently if there are indicators that the carrying amount of our Tax Preparationgoodwill and acquired intangible assets, which consist primarily of our financial professional, customer, and sponsor relationships, our technology and our trade names, exceed their fair value. For these impairment tests, we use various qualitative or quantitative methods to estimate the fair value of our goodwill and acquired intangible assets. If the fair value of an asset is less than its carrying value, we would recognize an impairment charge for the difference. As of December 31, 2021, we had $454.8 million of goodwill and $302.3 million of acquired intangible assets on our consolidated balance sheets. For the year ended December 31, 2020, in connection with the Wealth Management reporting unit, we recorded a non-cash impairment charge of $270.6 million, as discussed further in “Item 8. Financial Statements and Supplementary Data—Note 5.” For the year ended December 31, 2019, we recorded a non-cash impairment charge of $50.9 million for our HD Vest indefinite-lived trade name, as discussed further in Item 8. Financial Statements and Supplementary Data—Note 5.

It is possible that we could have additional impairment charges for goodwill or acquired intangible assets in future periods if, among other things, (i) overall economic conditions in current or future years decline, (ii) business presents financial risksconditions or our strategies for a specific business unit or our trade names change from our current strategies or assumptions, (iii) we suffer from an event that impacts our reputation or brand, or (iv) we experience significant unfavorable changes in our forecasted revenue, expenses, cash flows, weighted average cost of capital, and/or market valuation multiples. If we divest or discontinue businesses or products that we previously acquired or if the value of those parts of our business become impaired, we also may need to evaluate the carrying value of our goodwill. Any such charges could negatively impact our operating results and operational challenges, which, if not satisfactorily addressed,could cause a Material Adverse Effect.

The tax preparation and wealth management industries are characterized by rapidly changing technology, evolving industry and security standards, and frequent new product introductions. Our competitors in these industries offer new and enhanced products and services every year. Consequently, customer expectations are constantly changing. We must successfully innovate and develop or offer new products and features to meet evolving customer needs and demands, while continually updating our technology infrastructure. We must devote significant resources to developing our skills, tools, and capabilities in order to capitalize on existing and emerging technologies. Our inability to quickly and effectively innovate our products, services, and infrastructure could result in a Material Adverse Effect.

Our Tax Preparation business is highly seasonal, with a significant portionSoftware and Wealth Management businesses collect, use, and retain large amounts of confidential personal and financial information from their customers. Maintaining the integrity of our annualsystems and networks is critical to the success of our business operations, including the retention of our customers and financial professionals, and to the protection of our proprietary information and our customers’ personal information. A major breach or failure of our systems or those of our third-party service providers or partners may have materially negative consequences for our business, including possible fines, penalties and damages, reduced demand for our services, harm to our reputation and brands, further regulation and oversight by federal or state agencies, and loss of our ability to provide financial transaction services or accept and process customer credit card orders or tax returns.

We may detect, or we may receive notices from customers, service providers or public or private agencies that they have detected, vulnerabilities or current or potential failures in our operating systems, network infrastructure, or our software. The existence of vulnerabilities, even if they do not result in a security breach or system failure, may harm customer confidence and require substantial resources to address, and we may not be able to discover or remediate such vulnerabilities, breaches, or failures. Additionally, any system interruptions that result in the unavailability or unreliability of our websites, transaction processing systems, or network infrastructure could materially reduce our revenue forand impair our ability to properly process transactions. Any system unavailability or unreliability may cause unanticipated system disruptions, slower response times, degradation in customer satisfaction, additional expense, or delays in reporting accurate financial information.

During the period in which any of our services or products are unavailable, we could be unable or severely limited in our ability to generate revenues, and we may also be exposed to liability from those third parties to whom we provide such services earned in the first four monthsor products. We could face significant losses as a result of these events, and our fiscal year. The concentration of our revenue-generating activity during this relatively short period presents a number of challengesbusiness interruption insurance may not be adequate to compensate us for us, including cash and resource management during the last eight months of our fiscal year, when our Tax Preparation business generally operates at a loss and incurs fixed costs of preparing for the upcoming tax season, responding to changes in competitive conditions, including marketing, pricing, and new product offerings,all potential losses, which could affect our position during the tax season, and ensuring optimal uninterrupted operations and service delivery during the tax season. If we experience significant business disruptions during the tax season or if we are unable to satisfactorily address the challenges described above and related challenges associated with a seasonal business, it could result in a Material Adverse Effect.

Our Tax PreparationSoftware business processes a significant volume and dollar value of transactions on a daily basis, particularly during tax season. Due to the size and volume of transactions that we handle, effective processing systems and controls are essential to ensure that transactions are handled appropriately. Despite our efforts, it is possible that we may make errors or that fraudulent activity may affect our services. In addition to any direct damages and fines that may result from any such problems, which may be substantial, a loss of confidence in our controls may materially harm our business and damage our brand. The systems supporting our Tax PreparationSoftware business are comprised of multiple technology platforms, some of which are difficult to scale. If we are unable to effectively manage our systems and processes, we may be unable to process customer data in an accurate, reliable, and timely manner, which could result in a Material Adverse Effect.

The IRS is currently operating under an extended continuing resolution and without a confirmed budget. In the past, the failure of the United States government to timely complete its budget process has resulted in shutdowns of the federal government, including most recently a shutdown that began on December 22, 2018 and lasted until January 25, 2019.government. During these shutdowns, certain regulatory agencies, such as the Internal Revenue ServiceIRS and the United States Department of the Treasury, have had to furlough critical employees and cease certain critical activities.

During a prolonged government shutdown, the ability of the Internal Revenue ServiceIRS to timely review and process tax return filings may be significantly delayed, and representatives of the Internal Revenue ServiceIRS may be unable to answer crucial taxpayer questions. Even after the shutdown has ended, the Internal Revenue ServiceIRS may be significantly delayed in processing tax return filings as a result of accumulating a backlog of filings during the shutdown. These may be further exacerbated in years where there are significant changes to existing tax legislation, such aslegislation.

The issuance of additional Economic Impact Payments via the applicationIRS could disrupt the tax season and cause customer confusion or diversion.

During the COVID-19 pandemic, the IRS has closed a number of the Tax Legislation to tax return filings related to the 2018 tax year.its service centers. Any uncertainty surrounding the ability of the Internal Revenue ServiceIRS to process tax return filings and Economic Impact Payments and respond to taxpayer questions could cause our customers not to purchase or to delay purchasing our products and services, thereby negatively impacting our revenues and future financial results, which could result in a Material Adverse Effect.

Our enterprise risk management framework seeks to achieve an appropriate balance between risk and conflictsreturn, which is critical to optimizing stockholder value. We have established processes and procedures intended to identify, measure, monitor, report, analyze and control the types of risk to which we are subject. These risks include liquidity risk, credit risk, market risk, interest rate risk, operational risk, legal and compliance risk, and reputational risk, among others.

We also maintain a compliance program designed to identify, measure, assess, and report on adherence to applicable laws, policies and procedures to which we and our employees, contractors and financial professionals may be ineffectivesubject. While we seek to assess and improve our programs and policies on an ongoing basis, there can be no assurance that our risk management or leave us exposedcompliance programs and policies, along with other related controls, will effectively limit claims or losses and mitigate all risk in our business. As with any risk management or compliance framework, there are inherent limitations to unidentifiedour risk management strategies and certain risks may exist, or unanticipated risks.

In our Wealth Management business, prevention and detection of wrongdoing or fraud by our advisors, whofinancial professionals, many of which are not our employees and tend to be located remotely from our headquarters, present unique challenges. There cannot be any assurance that misconduct by our advisorsfinancial professionals will not lead to a Material Adverse Effect on our business.

Our Wealth Management business is subject to enhanced regulatory scrutiny and is heavily regulated by multiple agencies, including the SEC, FINRA, state securities and insurance regulators, and other regulatory authorities. Failure to comply with these regulators’ laws, rules, and regulations could result in the restriction of the ongoing conduct or growth, or even liquidation of, parts of our business and otherwise cause a Material Adverse Effect. In addition, regulators may adopt new laws, rules or regulations, or their interpretation of existing laws, rules or regulations may differ from our interpretation of the laws, rules or regulations that are applicable to our business. Regulators may undertake certain initiatives or reviews of our business and may also pursue enforcement actions against us based on their initiatives or their interpretation of the laws, rules or regulations that could require or prompt us to change our strong reputationbusiness practices, increase our costs, including resulting in significant fines, penalties and disgorgement, reduce our revenue, or cause reputational harm, any of which could cause a Material Adverse Effect.

The regulatory environment in which our Wealth Management business operates is continually evolving, and the valuelevel of our brands,financial regulation to which we are subject has generally increased in recent years. Regulators have adopted, proposed to adopt, and may in the future adopt regulations that could be negatively impacted by poor performance.

Legislatures and securities regulators in attracting new customers.certain states in which we do business have enacted (or have considered enacting) their own standard of conduct rules for broker-dealers, insurance agents, and investment advisers. The requirements and scope of these state rules are not uniform. Accordingly, we may have to adopt different policies and procedures in different states, which could create added compliance, supervision, training and sales costs for our Wealth Management business. Should more states enact similar legislation or regulations, it could result in material additional compliance costs and could have a Material Adverse publicity (whetherEffect.

Avantax Wealth Management distributes its products and services through financial professionals who affiliate with us as independent contractors. Legislative, judicial, or not justified) relating to regulatory proceedings(including tax) authorities or agencies could introduce and approve proposals or legislation or assert interpretations of existing rules and regulations that would change, or at least challenge, the classification of certain of our financial professionals as independent contractors. Although we believe we have properly classified certain of our financial professionals as independent contractors, the IRS or other eventsU.S. federal or activities attributed to our businesses, our employees, our vendors,state authorities or our partnerssimilar authorities may tarnish our reputation and reduce the valuedetermine that we have misclassified certain of our brands. Damagefinancial professionals as independent contractors for employment tax or other purposes and, as a result, seek additional taxes from us or attempt to impose fines and penalties, which could have a Material Adverse Effect on our reputationbusiness model, financial condition, and results of operations.

brand equityIn addition, the risks we face with respect to complying with regulatory requirements for our Wealth Management business may reduce demandbe exacerbated by the effects of COVID-19, particularly with respect to risks associated with our ability to comply with new regulations. Given the unprecedented nature of the COVID-19 pandemic, it is difficult for us to predict how it will continue to impact our business and our ability to adopt new policies, procedures, and training programs and employ the personnel necessary to ensure compliance with new regulations.

We are subject to federal, state, and local laws, rules, and regulations that affect our business, such as financial services, data privacy, and security requirements, tax, digital content, employment, consumer protection, and fraud protection, among others. In addition, there have been significant new regulations and heightened focus by the government on many of the laws, rules, and regulations that affect both our Wealth Management and our Tax Software businesses. As we expand our products and services and revise our business models, we may become subject to additional government regulation or increased regulatory scrutiny. Regulators may adopt new laws, rules, or regulations, or their interpretation of existing laws, rules, or regulations may differ from our interpretation or the laws, rules, and regulations of other jurisdictions in which we operate. If we are found to not be in compliance with certain laws, rules or regulations, it could have a materialMaterial Adverse Effect. Increased or new regulatory requirements or changes in the interpretation of existing laws, rules or regulations could, among other things, result in penalties, fines and disgorgement, impose significant limitations on the way we conduct our business, require changes to our business, require certain notifications to customers or employees, restrict our use of personal information, cause our customers to cease utilizing our products or services, make our business more costly, less efficient, or impossible to conduct, require us to modify our current or future products or services in a manner that is detrimental to our business and result in additional compliance costs, any of which could have a Material Adverse Effect.

Further, as required by GAAP, we estimate loss contingencies and establish reserves based on our assessment of contingencies where liability is deemed probable and reasonably estimable in light of the facts and circumstances known to us at a particular point in time. Subsequent developments in legal or regulatory proceedings may affect our assessment and estimates of the loss contingency recorded as a liability or as a reserve against assets in our financial statements. See “Item 3. Legal Proceedings” along with “Item 8. Financial Statements and Supplementary Data—Note 10.” Because litigation, regulatory proceedings, and other disputes are inherently unpredictable, the results of any of these matters may have a Material Adverse Effect.

Other governmental authorities throughout the U.S. and around the world are considering similar types of legislative and regulatory proposals. Each of these privacy, security, and data protection laws and regulations could impose significant limitations, require changes to our business, require notification to customers or workers of a security breach, restrict our use or storage of personal information, or cause changes in customer purchasing behavior, which may make our business more costly, less efficient or impossible to conduct, and may require us to modify our current or future products or services, which may make customers less likely to purchase our products and may harm our future financial results. SuchAdditionally, any actual or alleged noncompliance with these laws and regulations could result in negative publicity and subject us to investigations, claims, or other remedies, including demands that we modify or cease existing business practices, and expose us to significant fines, penalties, and other damages. We have incurred, and may continue to incur, significant expenses to comply with existing privacy and security standards and protocols imposed by law, regulation, industry standards, or contractual obligations.

Additionally, the continued occurrence of cyberattacks and data breaches against governments, businesses individuals, indicates that we operate in an external environment where cyberattacks and data breaches are increasingly common. If the global cybersecurity environment worsens, and there are increased instances of security breaches of third-party offerings where consumers’ data and sensitive information is compromised, consumers may be less willing to use online offerings, particularly offerings like ours in which customers often share sensitive financial data. In addition, the increased availability of data unlawfully released as a result of breaches of third-party offerings could make our own products more vulnerable to fraudulent activity. Even if our products are not affected directly by such incidents, certain types of indents could damage also would require additional resources to rebuild our reputation and restoredeter current and

We have begun, and currently plan to continue, increasing our volume of capture and scope of our use of user data for marketing purposes. In connection with our use of user data for marketing efforts, concerns may be expressed about whether our products, services, or processes compromise the valueprivacy expectations of users, customers and others. Concerns about our practices with regard to the brands.collection, use, disclosure or security of personal information or other privacy related matters, even if unfounded, could damage the reputation of our business and our brands and adversely affect our operating results.

Companies and individuals with rights relating to the technology industry have frequently resorted to litigation regarding intellectual property rights. These parties have in the past made, and may in the future make, claims against us alleging infringement of patents, copyrights, trademarks, trade secrets, or other intellectual property or proprietary rights, or alleging unfair competition or violations of privacy or publicity rights. Responding to any such claims could be time-consuming, result in costly litigation, divert management’s attention, cause product or service release delays, or require removal or redesigning of our products or services, payment of damages for infringement, or entry into royalty or licensing agreements. Our technology, services, and products may not be able to withstand any third-party claims or rights against their use. In some cases, the ownership or scope of an entity’s or person’s rights is unclear. In addition, the ownership or scope of such rights may be altered by changes in the legal landscape, such as through developments in U.S. or international intellectual property laws or regulations or through court, agency, or regulatory board decisions. If a successful claim of infringement were made against us and we could not develop non-infringing technology or content or license the infringed or similar technology or content on a timely and cost-effective basis, our financial condition and results of operationswe could be materially and adversely affected.

We rely heavily on our technology and intellectual property, but we may be unable to adequately or cost-effectively protect or enforce our intellectual property rights, thereby weakening our competitive position and negatively impacting our business and financial results. We may have to litigate to enforce our intellectual property rights, which can be time consuming, expensive, and difficult to predict.

To protect our rights related to our services and technology, we rely on a combination of copyright and trademark laws, trade secrets, confidentiality agreements with employees and third parties, and protective contractual provisions. We also rely on laws pertaining to trademarks and domain names to protect the value of our corporate brands and reputation. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our services or technology, obtain and use information, marks, or technology that we regard as proprietary, or otherwise violate or infringe our intellectual property rights. In addition, it is possible that others could independently develop substantially equivalent intellectual property. Effectively policing the unauthorized use of our services and technology is time-consuming and costly, and the steps taken by us may not prevent misappropriation of our technology or other proprietary assets. If we do not effectively protect our intellectual property, or if others independently develop substantially equivalent intellectual property, our competitive position could be materially weakened.

We may seek to acquire companies or assets that complement our Wealth Management and Tax PreparationSoftware businesses. There can be no guarantee that any of the opportunities that we evaluate will result in the purchase by us of any business or asset being evaluated, or that if acquired, we will be able to successfully integrate such acquisition.businesses that we have acquired or may in the future acquire, or that these acquisitions will yield all of the positive benefits and synergies anticipated.

If we are successful in our pursuit of any complementary acquisition opportunities, we intend to use available cash, debt and/or equity financing, and/or other capital or ownership structures designed to diversify our capital sources and attract a competitive cost of capital, all of which may change our leverage profile. There are a number of factors that impact our ability to succeed in acquiring the companies and assets we identify, including competition for these companies and assets, sometimes from larger or better-funded competitors. As a result, our success in completing acquisitions is not guaranteed. Our expectation is that, to the extent we are successful, any acquisitions will be additive to our businesses, taking into account potential benefits of operational synergies. However, these new business additions and acquisitions, if any, involve a number of risks and may not achieve our expectations, and, therefore, we could be materially and adversely affectedimpacted by any such new business additions or acquisitions. There can be no assurance that the short or long-term value of any business or technology that we develop or acquire will be equal to the value of the cash and other consideration that we pay or expenses we incur.

Our level of indebtedness may materially and adversely affectimpact our financial condition and future financial results by, among other things:

In addition, we or our subsidiaries, may incur additional debt in the future. Any additional debt may result in risks similar to those discussed above or in other risks specific to the credit agreements entered into for those debts.

Although we believe that existing cash and cash equivalents and cash generated from operations will be sufficient to meet our anticipated cash needs for servicing debt, working capital, acquisition earn-out payments, and capital expenditures for at least the next 12 months, the underlying levels of revenues and expenses that we project may not prove to be accurate. As of December 31, 2018,2021, we had $265.0$561.3 million in principal amount of outstanding indebtedness under the Term Loan and no amounts outstanding under our term loan.the Revolver. Servicing this debt will require the dedication of a portion of our expected cash flow from operations, thereby reducing the amount of our cash flow available for other purposes. In addition, our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness depends on our future performance, which is subject to the seasonality of our Tax Software segment, as well as other economic, financial, competitive, and other factors beyond our control. Our businessesbusiness may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinanceChanges in the debt and capital markets, including market disruptions, limited liquidity, an increase in interest rates, changes in our indebtedness will depend on the capital marketscredit rating, and our financial condition and results at such time. Wetime, among other potential factors, may not be ablelimit our ability to engage in anyobtain or increase the cost of these activitiesfinancing, as well as the risks of refinancing maturing debt. This may affect our ability to raise needed financing and reduce the amount of cash available to fund our operations, acquisitions, or engage in these activities on desirable terms, which could result in a default on our debt obligations.other growth initiatives.

In addition, we may evaluate complementary acquisitions of businesses, products, or technologies from time to time. Any such transactions, if completed, may use a significant portion of our cash balances and marketable investments.cash equivalents. If we are unable to liquidate our investments when we need liquidity for complementary acquisitions or for other business purposes, we may need to change or postpone such acquisitions or find alternative financing for them. We may seek additional funding through public or private financings, through sales of equity, or through other arrangements. Our ability to raise funds may be materially and adversely affectedimpacted by a number of factors, including factors beyond our control, such as economic conditions in the markets in which we operate and increased uncertainty in the financial, capital, and credit markets. Adequate funds may not be available when needed or may not be available on favorable terms. If we raise additional funds by issuing equity securities, dilution to existing stockholders may result. Any sale of a substantial amount of our common stock in the public market, either in the initial issuance or in a subsequent resale, could have a material adverse effectMaterial Adverse Effect on the market price of our common stock. If funding is insufficient at any time in the future, we may be unable, or delayed in our ability, to develop or enhance our

The trading price of our common stock has been highly volatile, and such volatility does not always correspond to fluctuations in the market. Between January 1, 20172020 and December 31, 2018,2021, our closing stock price ranged from $14.45$8.82 to $40.25.$26.00. On February 22, 2019,18, 2022, the closing price of our common stock was $27.02.$19.53. Our stock price could decline or fluctuate significantly in response to many factors, including the other risks discussed in this reportForm 10-K and the following:

In addition, the equities market has experienced extreme price and volume fluctuations, and our stock has been particularly susceptible to such fluctuations. Often, class action litigation has been instituted against companies after periods of volatility in the price of such companies’ stock. We have been defendants in such class action litigation in prior periods and could be subject to future litigation, potentially resulting in substantial cost and diversion of management’s attention and resources.

Our financial results have varied on a quarterly basis and are likely to continue to fluctuate in the future. These fluctuations could cause our stock price to be volatile or decline. Many factors could cause our quarterly results to fluctuate materially, including but not limited to:

For these reasons, among others, you should not rely on period-to-period comparisons of our financial results to forecast our future performance. Furthermore, our fluctuating operating results may fall below the expectations of securities analysts or investors and financial results volatility could make us less attractive to investors, either of which could cause the trading price of our stock to decline.

As of December 31, 2018,2021, we had federal NOLs of $454.5$105.2 million that will expire primarily between 20202022 and 2027,2037, with the majority of them expiring between 20202022 and 2024. We are currently ableIn 2021, we did not generate sufficient taxable income to offsetutilize all of our tax liabilities with our federal NOLs butthat expired in 2021, and we may not generate sufficient taxable income in future years to utilize all of our federal NOLs prior to their expiration. If our federal NOLs expire unused, their full benefit will not be achieved.realized. In addition, in years where our taxable income exceeds our federal NOLs, which we expect to begin occurring in 2022, we will be required to make additionalfederal cash income tax payments.

In addition, if we were to have a change of ownership within the meaning of Section 382 of the Internal Revenue Code (defined as a cumulative change of 50 percentage points or more in the ownership positions of certain stockholders owning five percent or more of a company’s common stock over a three-year rolling period), then under certain conditions, the amount of NOLs we could use in any one year could be limited. Our certificate of incorporation imposes certain limited transfer restrictions on our common stock that we expect willwould assist us in preventing a change of ownership and preserving our NOLs, but there can be no assurance that these restrictions will be sufficient. In addition, other restrictions on our ability to use the NOLs may be triggered by a merger or acquisition, depending on the structure of such a transaction. It is our intention to limit the potential impact of these restrictions, but there can be no guarantee that such efforts will be successful.

We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire us, even if a change of control would be beneficial to our existing stockholders. For example, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder. In addition, our certificate of incorporation and bylaws contain provisions that may discourage, delay, or prevent a third party from acquiring us without the consent of our board of directors, even if doing so would be beneficial to our stockholders. Provisions of our charterorganizational documents that could have an anti-takeover effect or limit the activities of stockholders include:

certain restrictions in ourOur certificate of incorporation on transfers of our common stock designed to preserve our federal NOLs.

Our common stock trades on the NASDAQ Global Select Market under the symbol “BCOR.” On February 22, 2019,18, 2022, the last reported sale price for our common stock on the NASDAQ Global Select Market was $27.02$19.53 per share.

As of February 22, 2019,18, 2022, there were 359309 holders of record of our common stock. A substantially greater number of holders are beneficial owners whose shares are held of record by banks, brokers, and other financial institutions.

There were noOn March 19, 2019, we announced that our board of directors authorized a stock repurchase plan pursuant to which we may repurchase up to $100.0 million of our common stock. For the year ended December 31, 2019, we repurchased 1.3 million shares of our common stock under the stock repurchase plan for an aggregate purchase price of $28.3 million. On December 9, 2021, we announced that our board of directors authorized the Company to repurchase an additional $28.3 million of our common stock pursuant to the stock repurchase plan, bringing the total authorized repurchases in 2018under the stock repurchase plan back to $100.0 million.

Pursuant to the stock repurchase plan, share repurchases may be made through a variety of methods, including open market or privately negotiated transactions. The timing and 2017.number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Our repurchase program does not obligate us to repurchase any specific number of shares, may be suspended or discontinued at any time, and does not have a specified expiration date.

The COVID-19 pandemic, including precautionary measures and societal response, has had a further discussion of Blucora's businessessignificant negative impact on the U.S. and history, see "Business"global economy and caused substantial disruption in Part I Item 1 of this report.

In 2018, we commenced our new clearing services relationship with Fidelity Clearing & Custody Solutions pursuant to an agreement that we executed during the third quarter of 2017. We expect the new clearing relationship to provide tangible benefits to our advisors and customers in the form of improved technology, product offerings and service. We currently expect that this relationship could generate in excess of $120.0 million of incremental Wealth Management segment income overbusiness, this economic and financial market disruption negatively impacted the 10 years following the conversion to the new platform. In the fourth quartervalue of 2018, we received approximately $9.3 millionsome of operating cash flows from incentives from this relationship, which will benefit Wealth Management segment income over the succeeding 10 years and will offset operating expenses.

Wealth Management revenue is derived from multiple sources. We track sources of revenue, primary drivers of each revenue source, and recurring revenue. In addition, we focus on several business and key financial metrics in evaluating the success of our business relationships, our resulting financial position, and operating performance. A summary of our sources of revenue and business and financial metrics areis as follows.follows: