What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-12 compared with 2025-03-17 · 119 added, 67 removed, 615 unchanged (23% of the section changed)

7 unchanged sentences

Risks Related to Our Business and Business Strategy

We intend to grow our company by acquiring additional operating businesses and intellectual property assets which may not occur, and any acquisitions that we complete will be costly and could negatively affect our results of operations, and dilute our stockholders’ ownership, or cause us to incur significant expense, and we may not realize the expected benefits of our operating businesses because of difficulties related to integration.

We intend to grow our company by acquiring additional operating businesses and intellectual property assets.

We intend to grow our company by acquiring additional operating businesses, energy assets and intellectual property assets, which may not occur, and any acquisitions that we complete will be costly and could negatively affect our results of operations, and dilute our stockholders’ ownership, or cause us to incur significant expense, and we may not realize the expected benefits of our operating businesses because of difficulties related to integration.

We intend to grow our company by acquiring additional operating businesses, energy assets and intellectual property assets.

Our growth and success will be dependent on identifying and acquiring operating companies and intellectual property at attractive prices to realize their intrinsic value.

34 unchanged sentences

Our operating businesses also need qualified and competent personnel to execute their business plans and serve their customers, suppliers and other stakeholders.

To compete, we must attract, retain, and motivate both executives and other key employees, and our failure to do so could harm our financial performance.

To compete, we must attract, retain, and motivate both executives and other

key employees, and our failure to do so could harm our financial performance.

Hiring and retaining qualified executives, operations personnel (including operating partners), engineers, technical staff, sales, marketing and support positions are and will be critical to businesses, and competition for experienced employees in the industries of our operating businesses can be intense.

26 unchanged sentences

From time to time, we have made, and we may continue to make, investments in businesses that we will not operate or control.

If we make significant investments in businesses we do not operate or control, or cease to operate and control our operating businesses, we may be deemed to be an investment company under the Investment Company Act of 1940, as

amended (the “Investment Company Act”).

If we were deemed to be an investment company, we would have to register as an investment company under the Investment Company Act, obtain exemptive relief from the SEC, or modify our investments or organizational structure or our contract rights to fall outside the definition of an investment company.

19 unchanged sentences

We cannot predict with certainty when, or whether, we will generate sufficient taxable income to use all or any portion of our net operating losses.

In addition, utilization of net operating losses and tax credit carryovers to offset potential future taxable income and related income taxes that would otherwise be due is subject to annual limitations under the provisions of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state / foreign provisions, if we were to experience an “ownership change.” In particular, under the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating losses and other pre-change tax attributes (such as foreign tax credit carryforwards) to offset its post-change taxable income or taxes may be limited.

foreign provisions, if we were to experience an “ownership change.” In particular, under the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating losses and other pre-change tax attributes (such as foreign tax credit carryforwards) to offset its post-change taxable income or taxes may be limited.

Changes in our stock ownership, some of which may be outside of our control, could in the future result in an ownership change.

Although we have adopted a provision in our certificate of incorporation designed to discourage investors from acquiring ownership

of our common stock in a manner that could trigger a Code Section 382 ownership change, and we have completed studies to provide reasonable assurance that a Code Section 382 ownership change has not occurred to date for our existing businesses, we cannot be certain that a taxing authority would reach the same conclusion.

Although we have adopted a provision in our certificate of incorporation designed to discourage investors from acquiring ownership of our common stock in a manner that could trigger a Code Section 382 ownership change, and we have completed studies to provide reasonable assurance that a Code Section 382 ownership change has not occurred to date for our existing businesses, we cannot be certain that a taxing authority would reach the same conclusion.

If, after a review or audit, a Code Section 382 ownership change were deemed to have occurred, utilization of our net operating losses and other tax attributes could be limited in future periods and a portion of the carryforwards could expire before being available to reduce future income tax liabilities.

We have identified a material weakness in our internal control over financial reporting at Benchmark, which could, if not remediated, have negative consequences for the Company.

We identified a material weakness in our internal control over financial reporting at Benchmark.

As of December 31, 2024, a material weakness existed in our internal control over financial reporting.

We describe this material weakness in Item 9A, “Controls and Procedures,” in this Annual Report on Form 10-K.

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Section 404 of the Sarbanes-Oxley Act of 2002 requires any company subject to the reporting requirements of the U.S.

1 unchanged sentence

To comply with this statute, we are required to issue a statement as to whether or not our internal control over financial reporting is effective; and our independent auditors are required to issue an audit opinion on our internal control over financial reporting.

As of December 31, 2024, we did not maintain effective internal control over financial reporting attributable to a certain identified material weakness.

We describe this material weakness in Item 9A, “Controls and Procedures,” in this Annual Report on Form 10-K.

The material weaknesses will not be considered remediated until the applicable new or enhanced controls operate for a sufficient period and management has concluded, through testing, that these controls are operating effectively.

If our remedial measures are insufficient to address the material weakness, or if one or more additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could, in turn, harm our reputation, cause a decline in investor confidence and in the market price of our stock, or restrict our access to capital markets.

During the year ended December 31, 2025, we remediated the material weaknesses by designing and implementing new or enhanced controls that operated effectively for a sufficient period.

Although we believe we addressed the internal control deficiencies that led to this material weakness, the measures we have taken may not be effective.

We cannot guarantee that we have identified all, or that we will not in the future have additional material weaknesses.

If one or more additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could, in turn, harm our reputation, cause a decline in investor confidence and in the market price of our stock, or restrict our access to capital markets.

Data security and integrity are critically important to our business, and cybersecurity incidents — including cyberattacks, breaches of security, unauthorized access to or disclosure of confidential information, business disruption, or the perception that confidential information is not secure — could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant harm to our reputation, which could have a material adverse effect on our business, financial condition and results of operations.

4 unchanged sentences

Although neither we nor our business have incurred material losses or liabilities to date as a result of any breaches, unauthorized disclosure, loss or corruption of our or their data or the inability of their clients to access their systems, such events could result in proprietary, confidential or otherwise protected information being lost or stolen, including client, employee or business data, disrupt their operations, subject us or them to substantial regulatory and legal proceedings and potential liability and fines, result in a material loss of business and/or significantly harm our or their reputation.

If we are unable to efficiently manage the vulnerability of our systems and effectively maintain and upgrade system safeguards, we and they may incur unexpected costs and certain of our or their systems may become more vulnerable to unauthorized access.

unable to efficiently manage the vulnerability of our systems and effectively maintain and upgrade system safeguards, we and they may incur unexpected costs and certain of our or their systems may become more vulnerable to unauthorized access.

Due to concerns regarding data privacy and security, a growing number of legislative and regulatory bodies have adopted breach notification and other requirements in the event that information subject to such laws is accessed by unauthorized persons and additional regulations regarding the use, access, accuracy and security of such data are possible.

with such numerous and complex regulations can be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny and liability.

Complying with such numerous and complex regulations can be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny and liability.

In many jurisdictions, including North America and the European Union, certain of our operating companies are or may in the future be subject to laws and regulations relating to the collection, use, retention, security and transfer of this information including the European Union and United Kingdom General Data Protection Regulation regimes.

7 unchanged sentences

We have a history of losses, and we may not be consistently profitable in the future .

While we achieved profitability in 2023, we incurred net losses in 2024 and have incurred net losses in certain years prior.

While we achieved profitability in 2023 and 2025, we incurred net losses in 2024 and have incurred net losses in certain years prior.

We will need to generate and sustain increased revenue levels in future periods in order to become consistently profitable, and even if we do, we may not be able to maintain or increase our level of profitability.

24 unchanged sentences

This concentration of voting control could deprive our stockholders of an opportunity to receive a premium for shares of common stock as part of a sale of our Company and ultimately might affect the market price of our common stock.

Changes in U.S.

foreign trade policies, including the imposition of additional tariffs and other trade barriers, and efforts to withdraw from or materially modify international trade agreements, may materially and adversely affect our business, operations and financial condition.

foreign trade policy continues to evolve, and recent actions have resulted in the imposition of new and increased tariffs, as well as other trade barriers on the import of certain materials and products.

For example, in April 2025, the U.S.

government announced a new tariff regime that included a 10% baseline tariff on most products imported from other countries and an additional individualized reciprocal tariffs on countries with which the U.S.

has the largest trade deficits, including China.

Since that time, the U.S.

has expanded tariffs on key industrial inputs, including steel and aluminum imports, and has at times announced, rescinded, modified and temporarily suspended multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions.

In August 2025, however, the U.S.

Court of Appeals for the Federal Circuit ruled that the tariffs imposed under the Trump Administration exceed presidential authority and therefore are invalid, and in February 2026, the U.S.

Supreme Court affirmed such decision.

Following the ruling, the Trump Administration signed an executive order imposing a 10% “global tariff” and later indicated an intention to increase such “global tariff” to 15% effective immediately, using presidential powers under certain U.S.

If implemented, such tariffs can remain in effect for up to 150 days, which may be extended by the U.S.

The Trump Administration may continue to impose additional tariffs under other U.S.

In addition, from time to time, certain leaders in the U.S.

government, including in the Trump administration, have indicated a willingness to revise, renegotiate or terminate various existing bilateral and multilateral trade agreements.

The uncertainty over such policies has caused volatility in commodity, capital and financial markets, increased concerns over domestic and global inflation, and adversely impacted consumer confidence in the U.S.

and worldwide.

Any future tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S.

and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation and diminished expectations for the economy, and ultimately reduced demand for oil and natural gas and adversely affect our business.

Changes in tariffs and trade restrictions can be announced with little or no advance notice.

We cannot predict what additional changes to trade policy or tariffs will be made by the Trump administration or Congress, including whether

existing tariff policies will be maintained or modified, what materials or products may be subject to such policies or whether the entry into new bilateral or multilateral trade agreements, or the amendment or termination of existing trade agreements, will occur, nor can we predict the effects that any such changes would have on our business.

However, such steps, if adopted, could increase our costs, disrupt supply chains, delay project timelines or otherwise adversely impact our businesses and operations.

In addition, changes in U.S.

trade policy and tariffs have resulted, and could again result, in reactions from U.S.

trading partners, including adopting responsive trade policies.

For example, in response to the U.S.

government’s additional tariff on imports from China, on February 4, 2025, the Chinese government announced that it would implement tariffs on certain goods being imported into China from the U.S.

Similar responsive measures have been announced or implemented by other countries affected by U.S.

trade actions.

There can be no assurance that such changes in U.S.

or foreign trade policy or tariffs or in laws and policies governing foreign trade, and any resulting negative sentiments towards the United States as a result of such changes, would not materially and adversely affect our business, financial condition and results of operations.

Disruptions in the worldwide economy may adversely affect our business, results of operations, and financial condition.

The global economy can be negatively impacted by a variety of factors such as the spread of fear, the occurrence of man-made or natural disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest, civil strife, and other geopolitical events of uncertainty.

Such adverse and uncertain economic conditions may impact demand for our products generally and may cause disruptions in our supply chain.

Further escalation of geopolitical tensions (such as those between Israel and Gaza, Taiwan and China, and the U.S., Israel, and Iran) could generate a broader impact, which could expand into other markets where we do business and could adversely affect our business and/or our supply chain, our international subsidiaries, business partners, or customers in the broader region.

This could include potentially destabilizing effects for Europe, Asia, and the Middle East or the global oil and natural gas markets.

In addition, our ability to manage normal commercial relationships with our suppliers, distributors, and customers may suffer.

As a result, certain customers may shift purchases to lower-priced or other perceived value-offerings during economic downturns as a result of various factors, including:

job losses, inflation, higher taxes, reduced access to credit, change in federal economic policy, and recent international trade disputes.

Our suppliers and distributors may become more conservative in response to these conditions and seek to reduce their inventories.

Changes to trade policy, import laws, and tariffs may also have a material adverse effect on our business, financial condition and results of operations.

The effects of current and future economic and political conditions and other events beyond our control on us, our suppliers, distributors, and customers could severely disrupt our operations and have a material adverse effect on our business, results of operations, financial condition, and prospects.

Our results of operations depend upon, among other things, our ability to maintain and increase sales volumes with our existing customers, our ability to attract new consumers, the financial condition of our customers, and our ability to provide products that appeal to customers at the right price.

Decreases in demand for our products without a corresponding decrease in costs would put downward pressure on margins and would negatively impact our financial results.

Prolonged unfavorable economic conditions or uncertainty may have an adverse effect on our revenues and profitability and may result in customers making long-lasting changes to their discretionary spending behavior on a more permanent basis.

For more information, refer to “—Risks Related to our Manufacturing Operations Business—Our Manufacturing Operations Business’s operating results can be adversely affected by inflation, changes in the cost or availability of raw materials, labor, energy, transportation and other necessary supplies and services, as well as the impact of tariffs and changes in a country’s or region’s political or economic conditions.”

Risks Related to our Intellectual Property Business and Industry

7 unchanged sentences

In addition, the United States may, at any time, enact changes to U.S.

patent law and regulations, including by legislation, by regulatory rulemaking, or by judicial precedent, that adversely affects the scope of patent protection available and weakens the rights of patent owners to obtain patents, enforce against patent infringement and obtain injunctions and/or damages.

patent law and regulations, including by legislation, by regulatory

rulemaking, or by judicial precedent, that adversely affects the scope of patent protection available and weakens the rights of patent owners to obtain patents, enforce against patent infringement and obtain injunctions and/or damages.

For example, over the past several years, the Court of Appeals for the Federal Circuit and the Supreme Court issued various opinions, and the USPTO modified its guidance for practitioners on multiple occasions, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations.

8 unchanged sentences

federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action.

In addition to increasing uncertainty regarding our ability to obtain patents in the future,

this combination of events has created uncertainty with respect to the value of patents, once obtained.

In addition to increasing uncertainty regarding our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained.

Depending on decisions by the U.S.

63 unchanged sentences

Risks Related to our Energy Operations Business and Industry

If oil and gas prices decline from current levels, or if there is an increase in the differential between the NYMEX-WTI and NYMEX-Henry Hub or other benchmark prices of oil and the wellhead price we receive for our production, our cash flows from our Energy Operations Business will decline.

If oil and natural gas prices decline from current levels, or if there is an increase in the differential between the NYMEX-WTI and NYMEX-Henry Hub or other benchmark prices of oil and the wellhead price we receive for our production, our cash flows from our Energy Operations Business will decline.

Historically, crude oil, natural gas and NGL prices have been extremely volatile.

9 unchanged sentences

the ability of the members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls;

trading in oil derivative contracts;

trading in oil derivative

the level of consumer product demand;

6 unchanged sentences

and the price and availability of alternative fuels.

Also, the prices that our Energy Operations Business receives for oil and gas production often reflects a regional discount, based on the location of the production, to the relevant benchmark prices, such as the NYMEX-WTI and NYMEX-Henry Hub, that are used for calculating hedge positions.

Also, the prices that our Energy Operations Business receives for oil and natural gas production often reflects a regional discount, based on the location of the production, to the relevant benchmark prices, such as the NYMEX-WTI and NYMEX-Henry Hub, that are used for calculating hedge positions.

These discounts, if significant, could similarly adversely affect cash flows from operations and financial condition.

1 unchanged sentence

If commodity prices decline from current levels, some of Benchmark’s assets may become uneconomic and, if the decline is severe or prolonged, a significant portion of such projects may become uneconomic.

As producing or development

projects become uneconomic, Benchmark's reserve estimates will be adjusted downward, which could negatively impact its borrowing base under its current revolving credit facility and its ability to fund operations.

As producing or development projects become uneconomic, Benchmark's reserve estimates will be adjusted downward, which could negatively impact its borrowing base under its current revolving credit facility and its ability to fund operations.

Additionally, there is a risk that Benchmark will be required to write down the carrying value of its oil and natural gas properties when oil or natural gas prices are low or are declining, as occurred in 2020.

9 unchanged sentences

has been much more significant in recent years.

Energy companies have experienced significant increases in the costs of certain oilfield services, materials and equipment, including diesel, steel, labor, trucking, sand, personnel and completion costs, among others, as a result of recent increases in oil and natural gas prices, as well as availability constraints, supply chain disruptions, increased demand, labor shortages and wage inflation associated with a low U.S unemployment rate, inflation and other factors.

unemployment rate, inflation and other factors.

These supply and demand fundamentals have been further aggravated by disruptions in global energy supply caused by multiple geopolitical events, including the ongoing military conflict between Russia and Ukraine and actions of U.S.

30 unchanged sentences

unexpected operational events and conditions;

adverse weather conditions and natural disasters;

adverse weather conditions and

natural disasters;

injection plant or other facility or equipment malfunctions and equipment failures or accidents;

18 unchanged sentences

Any acquisitions completed by our Energy Operations Business are subject to substantial risks that could adversely affect financial conditions and operational results.

One of the growth strategies of our Energy Operations Business is to capitalize on opportunistic acquisitions of oil and gas reserves.

One of the growth strategies of our Energy Operations Business is to capitalize on opportunistic acquisitions of oil and natural gas reserves.

Our Energy Operations Business may not achieve the expected results of any acquisition it completes, and any adverse conditions or developments related to any such acquisition may have a negative impact on its operations and financial condition.

18 unchanged sentences

In addition, in areas where exploration and production activities are increasing, as has recently been the case in our operating areas, we are subject to increasing competition for drilling rigs, workover rigs, tubulars and other well equipment, services, supplies as well as increased labor costs and a decrease in qualified personnel, which may lead to periodic shortages or delays.

The curtailments arising from these and similar circumstances may last from a few days to

several months or even longer, and, in many cases, we may be provided only limited, if any, notice as to when these circumstances will arise and their duration.

The curtailments arising from these and similar circumstances may last from a few days to several months or even longer, and, in many cases, we may be provided only limited, if any, notice as to when these circumstances will arise and their duration.

Our Energy Operations Business is primarily dependent upon a small number of customers for production sales and may experience a temporary decline in revenues and production if it loses any of those customers.

16 unchanged sentences

The owners of leasehold interests lying contiguous or adjacent to or adjoining our interests could take actions, such as drilling additional wells, which could adversely affect the operations of our Energy Operations Business.

When a new well is completed and produced, the pressure differential in the vicinity of the well causes the migration of reservoir fluids towards the new wellbore (and potentially away from existing wellbores).

When a new well is completed and produced, the pressure differential in the vicinity of the well causes the migration of

reservoir fluids towards the new wellbore (and potentially away from existing wellbores).

As a result, the drilling and production of these potential locations could cause a depletion of proved reserves and may inhibit the ability to further develop our reserves.

4 unchanged sentences

Our Energy Operations Business might not have, or be able to obtain, sufficient funds to make these accelerated payments.

In addition, the obligations of our Energy Operations Business under its revolving credit

facility are secured by substantially all of its assets, and if it is unable to repay its indebtedness under its revolving credit facility, the lenders could seek to foreclose on its assets.

In addition, the obligations of our Energy Operations Business under its revolving credit facility are secured by substantially all of its assets, and if it is unable to repay its indebtedness under its revolving credit facility, the lenders could seek to foreclose on its assets.

The total amount our Energy Operations Business can borrow under its revolving credit facility is limited by a borrowing base, which is primarily based on the estimated value of its oil and natural gas properties and its commodity derivative contracts, as determined by its lenders in their sole discretion.

4 unchanged sentences

The operations of our Energy Operations Business are subject to operational hazards and unforeseen interruptions for which it may not be adequately insured.

Our oil and gas properties can become damaged, our operations may be curtailed, delayed or canceled and the costs of such operations may increase as a result of a variety of factors, including, but not limited to:

Our oil and natural gas properties can become damaged, our operations may be curtailed, delayed or canceled and the costs of such operations may increase as a result of a variety of factors, including, but not limited to:

• unexpected drilling conditions, pressure conditions or irregularities in reservoir formations;

15 unchanged sentences

In addition, pollution and environmental risks generally are not fully insurable.

Additionally, our Energy Operations Business may elect not to obtain insurance if it believes that the cost of available insurance is excessive relative to the perceived

risks presented.

Additionally, our Energy Operations Business may elect not to obtain insurance if it believes that the cost of available insurance is excessive relative to the perceived risks presented.

Losses could, therefore, occur for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage.

23 unchanged sentences

Further, an inability to secure sufficient amounts of water or to dispose of or recycle the water used in our operations could adversely impact our operations in certain areas.

The imposition of new environmental regulations could further restrict our ability to conduct operations such as hydraulic fracturing by restricting the disposal of substances such as produced water and drilling fluids.

The imposition of new environmental regulations that limit the ability to dispose of waste waters we generate could further restrict our ability to conduct operations such as hydraulic fracturing by restricting the disposal of substances such as produced water and drilling fluids.

Our Energy Operations Business depends in part on transportation, pipelines and refining facilities owned by others.

13 unchanged sentences

Based on this endangerment findings, the EPA began adopting and implementing regulations that restrict emissions of GHG under existing provisions of the federal Clean Air Act (“CAA”).

However, in January 2025, the Trump administration issued an executive order directing the EPA to re-evaluate the legality and continuing applicability of the endangerment finding.

Although there have been attempts at comprehensive federal legislation establishing a GHG cap and trade program, these efforts were not successful.

Moreover, on August 1, 2025, the EPA published a proposal to reconsider and rescind the 2009 EPA endangerment finding that underpins EPA regulation of GHG emissions and, on February 12, 2026, announced that it has finalized a rule rescinding the 2009 EPA endangerment finding.

Various states have considered or adopted legislation that seeks to control or reduce GHG emissions from a wide range of sources and there may be future such efforts at the state level.

In addition, the United States has at times been a party to certain international agreements, pacts and other commitments designed to address climate change and reduce GHG emissions, including the Paris Agreement and the Glasgow Climate Pact.

However, in January 2025, the Trump administration issued an executive order directing the U.S.

Ambassador to the United Nations to immediately submit formal written notification of the U.S.’s withdrawal from the Paris Agreement and any agreement, pact, accord or similar commitment made under the United Nations Framework Convention on Climate Change, which would include the Glasgow Climate Pact.

The United States was an original party to the Paris Agreement, but withdrew in 2020, rejoined in 2021, and withdrew again, effective January 27, 2026, pursuant a January 2025 order issued by President Trump.

On January 7, 2026, President Trump issued a Presidential Memorandum entitled “Withdrawing the United States from International Organizations, Conventions, and Treaties that Are Contrary to the Interests of the United States,” which directs executive agencies to take immediate steps to remove the United States from 66 listed treaties or organizations, including the UN Framework Convention on Climate Change, which would include the Glasgow Climate Pact, and the Intergovernmental Panel on Climate Change.

It is possible that the United States will rejoin the Paris Agreement and other

climate change-focused international treaties and organizations in the future and make commitments to reduce GHG emissions as it has done in the past.

The adoption and implementation of any legislation or regulations to reduce GHG emissions or imposing additional GHG reporting obligations could require our Energy Operations Business to incur significant costs to reduce emissions of GHG associated with operations or comply with such reporting obligations.

6 unchanged sentences

Should we be targeted by any such litigation or investigations, we may incur liability, which, to the extent that societal pressures or political or other factors are involved, could be imposed without regard to the causation of or contribution to the asserted damage, or to other mitigating factors.

The ultimate impact of

GHG agreements, legislation and measures on our financial performance is highly uncertain because we are unable to predict, for a multitude of individual jurisdictions, the outcome of political decision-making processes and the variables and trade-offs that inevitably occur in connection with such processes.

The ultimate impact of GHG agreements, legislation and measures on our financial performance is highly uncertain because we are unable to predict, for a multitude of individual jurisdictions, the outcome of political decision-making processes and the variables and trade-offs that inevitably occur in connection with such processes.

In an interpretative guidance on climate change disclosures, the SEC indicated that climate change could influence the severity of weather (including hurricanes, droughts and floods), sea levels, the arability of farmland and water availability and quality.

10 unchanged sentences

To date, these regulations have not adversely impacted such operations.

The adoption and implementation of any new laws, rules, regulations, requests, or directives that restrict the ability to dispose of water, including by plugging back the depths of disposal wells, reducing the volume of oil and natural gas wastewater disposed in such wells, restricting disposal well locations, or by requiring the shut-down of disposal wells, could have a material adverse effect on the ability of our Energy Operations Business to produce oil and natural gas economically, or at all, and accordingly, could materially and adversely affect the business, financial condition and results of operations of our Energy Operations Business.

could have a material adverse effect on the ability of our Energy Operations Business to produce oil and natural gas economically, or at all, and accordingly, could materially and adversely affect the business, financial condition and results of operations of our Energy Operations Business.

Rules regulating air emissions from oil and natural gas operations could result in increased capital expenditures and operating costs for our Energy Operations Business.

2 unchanged sentences

These rules have required changes to our operations, including the installation of new equipment to control emissions.

In December 2023, the EPA issued final NSPS updates and emission guidelines to reduce methane and other pollutants from the oil and gas industry.

On March 8, 2024, the EPA issued a final rule to regulate emissions from oil and natural gas sources that includes NSPS to limit greenhouse gas and volatile organic compound emissions for new, modified or reconstructed sources, as well as emissions guidelines for states to follow when establishing plans to limit methane emissions from existing sources.

On December 3, 2025, the EPA issued a final rule extending certain compliance deadlines in the March 8, 2024 rule.

In April 2024, the EPA issued a final consent decree that established a December 10, 2024 deadline for the EPA to review and propose revisions to the NESHAP for oil and natural gas production facilities and natural gas transmission and storage facilities, which may require us to make additional changes to our operations.

2 unchanged sentences

On November 18, 2024, the EPA published a final rule under authority of the IRA that imposes a waste emissions charge on large emitters of waste methane from the oil and gas sector.

Multiple states have filed suit against the EPA in the United States Court of Appeals for the District of Columbia claiming that the waste emissions charge exceeds

the agency’s statutory authority, and various proposals have been advanced in Congress to either repeal the waste charge portion of the IRA or to reverse the EPA’s implementing regulations through the Congressional Review Act.

The rule was nullified pursuant to a Joint Resolution of Disapproval under the Congressional Review Act signed by President Trump in March 2025, and the EPA issued a final rule in May 2025 removing the waste emissions charge rules from the Code of Federal Regulations.

However, the underlying statute mandating the waste emissions charge remains in effect, though collection of the charge under that law with respect to the oil and gas sector has been delayed until 2034.

Several states are pursuing measures similar to those proposed or adopted by the EPA top regulate emissions of methane from new and existing sources within the oil and natural gas source category.

16 unchanged sentences

The steps they have taken to protect their intellectual property rights may not prevent third parties from using their intellectual property and other proprietary information without their authorization or independently developing intellectual property and other proprietary information that is similar.

In addition, the laws of foreign countries may not protect our businesses’ intellectual property rights effectively or to the same extent as the laws of the United States.

In addition, the laws of foreign countries may not protect our business’s intellectual property rights effectively or to the same extent as the laws of the United States.

Stopping unauthorized use of our Industrial Operations Business’s proprietary information and intellectual property and defending claims that it has made unauthorized use of others’ proprietary information or intellectual property, may be difficult, time consuming, and costly.

3 unchanged sentences

In addition, these lawsuits, regardless of their merits, could be time consuming and expensive to resolve and could divert management’s time and attention.

The costs associated with any of these actions could be substantial and

could have a material adverse effect on our Industrial Operations Business’s financial condition, business, and results of operations.

The costs associated with any of these actions could be substantial and could have a material adverse effect on our Industrial Operations Business’s financial condition, business, and results of operations.

Our Industrial Operations Business’s inability to develop new products and enhance existing products to meet customer product requirements on a cost competitive basis may negatively impact operational results.

4 unchanged sentences

The competitive pressure to develop technology and products and to increase investment in research and development and marketing expenditures also could cause significant changes in the level of the operating expenses of our Industrial Operations Business.

Our Industrial Operations is dependent on a limited number of customers to derive a large portion of its revenue, and the loss of one of these customers may adversely affect its financial condition, business and operational results.

Our Industrial Operations Business is dependent on a limited number of customers to derive a large portion of its revenue, and the loss of one of these customers may adversely affect its financial condition, business and operational results.

Printronix derives a significant amount of revenue from a concentrated number of retailers, distributors, and manufacturers.

4 unchanged sentences

Although our Industrial Operations Business may attempt to select reputable providers and suppliers and attempt to secure its performance on terms documented in written contracts, it is possible that one or more of these providers or suppliers could fail to perform as we expect, or fail to secure or protect intellectual property rights, and such failure could have an adverse impact on our Industrial Operations Business.

In some cases, the requirements of Industrial Operations Business’s business mandate that it obtain certain components and sub-assemblies included in its products from a single supplier or a limited group of suppliers.

In some cases, the requirements of Printronix’s business mandate that it obtain certain components and sub-assemblies included in its products from a single supplier or a limited group of suppliers.

Where practical, our Industrial Operations Business endeavors to establish alternative sources to mitigate the risk that the failure of any single provider or supplier will adversely affect its business, but this is not feasible in all circumstances.

4 unchanged sentences

In addition, the financial failure or loss of a key customer, reseller or supplier could have a material adverse impact on its financial results.

Our Industrial Operations Business must also address production and supply constraints, including product disruptions caused by quality issues, and delays or disruptions in the

supply of key components necessary for production.

Our Industrial Operations Business must also address production and supply constraints, including product disruptions caused by quality issues, and delays or disruptions in the supply of key components necessary for production.

Such delays, disruptions or shortages may result in lost revenue or in additional costs to meet customer demand.

15 unchanged sentences

and unexpected changes in legal or regulatory requirements.

As an example, in addition to indirectly raising transportation costs of the raw materials Printronix uses to manufacture its products, the invasion of Ukraine by Russia in March 2022 required Printronix to adapt its operations and require its customers in the region to pre-pay expenses such that Printronix can avoid accruing accounts receivable.

accruing accounts receivable.

The duration and magnitude of the impacts of Russia’s invasion of Ukraine on Printronix’s business remain uncertain, and we will continue to monitor the situation and adapt our operations accordingly.

21 unchanged sentences

Our Manufacturing Operations Business’s success is dependent, in part, on its continued ability to reduce its exposure to or mitigate the impact of increases in the cost of raw materials, finished goods, energy, transportation and other necessary supplies, while maintaining and improving margins and market share.

Significant inflation in the costs of labor, finished goods, raw materials, energy and transportation has negatively impacted, and will likely continue to negatively impact results of operations.

Significant inflation in the costs of labor, finished

goods, raw materials, energy and transportation has negatively impacted, and will likely continue to negatively impact results of operations.

There is no assurance that we will be able to fully offset any such cost increases through cost reduction programs or price increases of our products, especially given the competitive environment.

9 unchanged sentences

Given our Manufacturing Operations Business’s reliance upon non-domestic suppliers, any significant changes to the United States trade policies (and those of other countries in response) may cause a material adverse effect on its ability to source products from other countries or significant changes could significantly increase the costs of obtaining products, which could result in a material adverse effect on our financial results.

In April 2025, the United States government announced a new tariff regime that included a 10% baseline tariff on most products imported from other countries and an additional individualized reciprocal tariffs on countries with which the United States has the largest trade deficits, including China.

Any additional tariffs on Chinese-origin goods, or on other certain products imported into the United States or European Union, such as carbon import taxes could increase the cost of some of our products and reduce our margins.

Further, the United States has recently imposed tariffs on goods imported from China and certain other countries, and increasingly levied sanctions and export controls on China and other countries.

It is currently unclear what additional actions, if any, will be taken by the United States and other countries with respect to the imposition of tariffs on goods imported into the United States.

During his campaign and during the first months of his administration, President Trump expressed various intentions to impose tariffs on goods shipped from China, Canada, Mexico and other countries to the United States, including up to 60% tariffs on goods shipped from China.

Our Manufacturing Operations Business operates 9 manufacturing facilities across the United States, Canada, the United Kingdom and China, and we are continuing to evaluate the impact of these announced and other proposed tariffs.

Implementation of tariffs by the United States, or the imposition of retaliatory tariffs and other restrictions by other countries, could result in a material increase in the cost of our Manufacturing Operations Business’s products, which may result in the products becoming less attractive relative to products offered by our competitors.

Our Manufacturing Operations Business operates nine manufacturing facilities across the United States, Canada, the United Kingdom and China, and we are continuing to evaluate the impact of announced and other proposed tariffs.

Implementation of additional tariffs by the United States, or the imposition of additional retaliatory tariffs and other restrictions by other countries, could result in a material increase in the cost of our Manufacturing Operations Business’s products, which may result in the products becoming less attractive relative to products offered by our competitors.

These changes, as well as any other changes in social, political, regulatory and economic conditions, or further changes to foreign or domestic laws and policies governing foreign trade (including export, import and sanctions), manufacturing and development and foreign direct investment in the territories and countries where we or our customers operate could adversely affect our operating results and our business including our ability to repatriate cash accumulated outside the United States in a tax efficient manner.

For more information about recent changes in United States foreign trade policies and associated risks, refer to “—Risks Related to Our Business and Business Strategy—Changes in U.S.

Unfavorable shifts in industry-wide demand for our Manufacturing Operations Business’s products could result in inventory valuation risk .

2 unchanged sentences

If inventories on hand are in excess of demand or slow moving, appropriate write-downs may be recorded.

In addition, our Manufacturing Operations Business writes off inventories that are considered obsolete based upon changes in customer demand, product design changes including those required by new product regulation, that result in existing inventory obsolescence, or new product introductions, which eliminate demand for existing products.

eliminate demand for existing products.

Remaining inventory balances are adjusted to approximate net realizable market value.

9 unchanged sentences

Divestitures or discontinuations of businesses or products may result in asset impairments, including those related to goodwill and other intangible assets, and losses upon disposition, both of which could have an adverse effect on our Manufacturing Operations Business’s results of operations and financial condition.

In addition, our Manufacturing Operations Business may encounter difficulty in finding buyers or executing alternative exit strategies at acceptable prices and terms and in a timely manner, and prospective buyers may

have difficulty obtaining financing.

Past and future divestitures and business discontinuations also involve additional risks, including the following:

32 unchanged sentences

Future sales of our common stock could reduce the market price of our common stock .

In the future, we may issue securities to raise cash for operations and patent portfolio investments or pay for interests in additional subsidiary companies by using shares of our common stock or a combination of cash and shares of our common stock.

We may also issue securities convertible into our common stock.

11 unchanged sentences

In addition, Starboard beneficially owns 61,123,595 shares of our common stock as of March 9, 2026, representing approximately 63.4% of our common stock, based on 96,475,469 shares of common stock issued and outstanding as of such date.

As a result, Starboard and its affiliates can determine the outcome of all matters requiring stockholder approval

and are able to cause or prevent a change of control of our Company or a change in the composition of our Board and could preclude any acquisition of our Company.

As a result, Starboard and its affiliates can determine the outcome of all matters requiring stockholder approval and are able to cause or prevent a change of control of our Company or a change in the composition of our Board and could preclude any acquisition of our Company.

We do not currently intend to pay dividends on our common stock in the foreseeable future, and consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

7 unchanged sentences

We agreed to certain Governance Provisions with Starboard.

Under the Recapitalization Agreement, we agreed with Starboard that for a period from the date of the Recapitalization Agreement until May 12, 2026, the Board will include at least two directors that are independent of, and not affiliates (as defined in Rule 144 of the Securities Act of 1933, as amended) of, Starboard, with current Board members Maureen O’Connell and Isaac T.

defined in Rule 144 of the Securities Act of 1933, as amended) of, Starboard, with current Board members Maureen O’Connell and Isaac T.

Kohlberg satisfying this initial condition.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors