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 Reports 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 s and Auguccessfully manage the transition of leadership to our new Chief Executive Officer, which could have an adverse impact on us.

On June 1st 6, 2025, Frank Martell became our new Chief Executive Officer. Our new Chief Executive Officer will be critical to executing on our evolving business strategy. Our success will depend, in part, on the effectiveness of this transition, including the successful integration into his role and the continuity of leadership among the larger workforce. If we do not successfully manage this transition, it could be viewed negatively by our customers, employees, investors, and other third-party partners and could have an adverse impact on our business, results of operations, or our stock price. If Mr. Martell is unsuccessful at leading the management team or is unable to articulate and execute our strategy and vision, we may not be able to achieve our financial and operational goals, which could adversely affect our business and results of operations.

If we cannot meet. There have been no material changes from the NYSE continued listing requirements, the NYSE 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 had 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, we 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. As of July 31, 2025 our closing share price was $1.01 and our average closing share price was greater than $1.00 over the 30-day trading period ending July 31, 2025. On August 1, 2025, we received a written notification from the NYSE that we have regained compliance with the minimum share price requirement under Section 802.01C of the NYSE Listed Company Manual as of July 31, 2025. However, there can be no assurances that we will maintain compliance as there may be continued volatility and fluctuations in the market price of our common stock.

In the future, if we are not able to meet the continued listing requirements of the NYSE, our Class A Common Stock may be delisted. A delisting of our Class A Common Stock could negatively impact us by, among other things, reducing the liquidity and market price of our Class A Common Stock reducing the number of investors willing to hold or acquire our Class A Common Stock, which could negatively impact our ability to raise equity financing decreasing the amount of our news and analyst coverage and limiting our ability to issue additional securities or obtain additional financing in the frisk factors disclosed therein. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future. In addition, delisting from the NYSE could have an adverse effect on our business, reputation, financial condition, and operating results SEC filings.

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