SmartRent Inc

Item 1A - Risk Factors

We are subject to various risks and uncertainties in the course of our business. For a discussion of risks and uncertainties relating to our business, please see the section titled "Risk Factors" in our Annual Report on Form 10-K filed with the SEC on March 5, 2025 and our Quarterly Report on Form 10-Q filed with the SEC on May 7, 2025. Other than the risk factors below, there have been no material changes from the risk factors disclosed therein. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future SEC filings.

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We may not successfully manage the transition of leadership associated with the departure ofto our new Chief Executive Officer, which could have an adverse impact on us.

On April 10June 16, 2025, we announced the depFrank Marture of Michael Shane Paladin as the Companys Cell became our new Chief Executive Officer and as a member of o. Our board of directors. In connection with Mr. Paladin's departure, John Dorman, our Board Chair, was appointed as our Interim Chienew Chief Executive Officer, and Alison Dean, a current member of will be critical to executing on our board of directors, was appointed as lead independent director of the Boardevolving business strategy. Our success will depend, in part, on our management of tthe transition to our Interim Chief Executive Officer, the effeeffectiveness of our Interim Chief Executive Officer, our search for, this transition to and , including the successful integration of a permanent successor Chief Executive Officer, into his role and the effectivenesscontinuity of the permanent successor, if appointed. There can be no assurance thatleadership among the larger workforce. If we will bedo not successful in finding a suitable perly manent successor or that we willage this transition, it could be able to do so in a timviewed negatively manner. The Chief Executive Officer position is critical to executing on by our customers, employees, investors, and achieving our vision, strategic direction, culture,other third-party partners and products. The leadcould have an advership transitie impact on may create uncertainty among employees, suppliers and cuour business, results of operations, or our stomers, divert resources and ck price. If Mr. Martell is unsuccessful at leading the management attention, and impact public or market perception,team or is unable to articulate and execute our stock price or our performance, any of which could negatively impact rategy and vision, we may not be able to achieve our ability tofinancial and operate effectively ional goals, which could have an aadverse impaly affect on our business and results of operations.

We are nIf we cannot in compliance withmeet the NYSEs minimum share price continued listing requirement, and, as a result, shares of our common stock may be delisted from ts, the NYSE, which would have an adverse impact on the trading volume, liquidity and market price of shares of o may delist our Class A Common Stock.

On May 2, 2025, we received a written notification from the NYSE that as of May 2, 2025, we are not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of our Class A common stock was less than $1.00 per share over a consecutive 30 trading-day period. Pursuant to Section 802.01C, we can rehad a period of six months following the receipt of the notice to regain compliance with the minimum share price requirement if, on the last trading-day of any calendar month during the cure period, the company haswe had (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. If we do not regain compliance within six months, the NYSE may commence suspension and delistAs of July 31, 2025 our closing procedures with respect to our Class A common stock. We intend to notify NYSE that we intend to cure the continued listshare price was $1.01 and our average closing standard deficiency and to return to compliance with Section 802.01C. We intend to monitor the closhare price was greater than $1.00 over the 30-day trading price of the Class A common stock and to consider available alternatives, including, but not limited to, aeriod ending July 31, 2025. On August 1, 2025, we reverse stock split, subject to stockholder approval, if necessary to cureceived a written notification from the stock price non-compliance.

WhileNYSE that we expect to have regained compliance with the NYSEs listingminimum share price requirements, there can be no assurance that we will do so. I under Section 802.01C of the NYSE delLists our securities from trading on its exchange and we aed Company Manual as of July 31, 2025. However, there not able to list such securities on another national securities exchange, we expect our securities could be quoted on an over-can be no assurances that we will maintain compliance as there may be continued volatility and fluctuations in the-counter market. If this were to occur, it could adversely affect our business, financial condition, and results of operations and woul price of our common stock.

In the future, if we are not able to meet the continued likely result in decreased listing requidity and greater volatility, which may materially and adversely affectrements of the value of oNYSE, our Class A cCommon sStock may be delisted. A delisting of our Class A cCommon sStock could negatively impact our company and holdersus by, among other things, reducing the liquidity and market price of our Class A cCommon sStock, including by  reducing the willingnessnumber of investors willing to hold our r acquire our Class A cCommon sStock because of the resulting decreased price, liquidity and trading of o, which could negatively impact our Class A common stock, limited availaability of price quotations, and reduced news and analyst coverage. These developments may also require brokers trading in our Class A common stock to adhere to more stringent rules to raise equity financing decreasing the amount of our news and analyst coverage and may limiting our ability to raise capitissue additional by issuingsecurities or obtain additional shares of Class A common stock financing in the future. DIn addition, delisting may afrom the NYSE could have an adversely impact the percepti effect on of our financial condition, cause business, reputational harm with investors, our employees and parties, financial conducting business with usition, and limit our access to debt and equity financingoperating results.

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