What changed in this filing

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Item 1A. Risk Factors

2026-02-13 compared with 2025-02-24 · 53 added, 39 removed, 303 unchanged (23% of the section changed)

58 unchanged sentences

Trade restrictions and changes in, or uncertainty surrounding, global trade policy also could affect our competitive position.

government has recently announced tariffs on all imported steel and aluminum.

government has also recently indicated that it intends to impose tariffs on goods imported from foreign countries, including China, Mexico and Canada.

In addition, the U.S.

government has also indicated that additional tariffs may be imposed on imports from other countries in the future.

There is substantial uncertainty surrounding these tariffs, including any retaliatory tariffs and other consequences that may arise from the imposition of tariffs on imports from, and exports to, these other countries.

These risks may delay, adversely impact or reduce our realization of value from our international operations.

The recent announcements of significant trade policy and tariff actions by the U.S.

government, including but not limited to tariffs on imported steel and aluminum products, tariffs on certain imports from China, tariffs on certain imports from Canada and Mexico, announced trade deal between the United States and European Union of baseline tariffs on certain imports from the European Union, and baseline tariffs on most imports from most other countries, continue to create significant uncertainty and potential risks for our business.

These announcements in some cases were followed by delays and changes in implementation, and the ultimate tariff structures are unclear at the current time.

Depending on the countries affected, increases in tariffs have raised the costs of inputs used in manufacturing our products, which in turn has impacted our cost of goods sold.

Additionally, higher tariffs may lead to increased after-tariff sales prices for the products we sell.

The impacts of the tariffs may be partially mitigated as a majority of our sales and manufacturing takes place outside the United States.

While we are actively exploring opportunities to mitigate these increased costs, there can be no guarantee that we will be able to fully offset the impact of these tariffs.

Furthermore, the imposition of retaliatory tariffs from other countries on our exported products could negatively affect our sales and marketplace access in those countries.

Moreover, the uncertainty of the enforceability of the tariffs, any changes to such tariffs and any future trade policy changes has adversely impacted, and is expected to continue to adversely impact, our sales.

For more information on the risks surrounding tariffs and trade regulation, see the risk factor titled “Changes to United States tax, tariff, trade and import/export regulations may have a negative effect on global economic conditions, financial markets and our business.”

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As of December 31, 2025 and 2024, we had less than $15 million in assets in Ukraine.

It is unclear what impact the hostilities in Ukraine going forward will have on our net sales or assets, although we assume that our net sales may continue to decline in Ukraine, possibly significantly.

It is unclear what impact the hostilities in Ukraine going forward will have on our net sales or assets.

We assess the fair value of our assets in Ukraine for potential impairment on a periodic basis as warranted.

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Our expansion plans in emerging markets entail significant risks.

Our long-term strategy includes establishing a greater manufacturing and supply-chain and/or marketing presence in emerging markets such as India and Africa.

Our long-term strategy includes establishing a greater manufacturing and supply-chain and/or marketing presence in emerging markets.

As we progress with these efforts, it will involve a significant investment of capital and other resources and entail various risks.

2 unchanged sentences

Inflation can impact our costs and sales.

During 2022 and 2023, we experienced significant inflation in a range of costs, including for parts and components, labor, transportation, logistics, and energy.

While inflation eased over 2023 and continued to ease in 2024, and we were able to pass along these higher costs through increased prices, there can be no assurance that we will be able to continue to do so in the future.

We have previously experienced significant inflation in a range of costs, including for parts and components, labor, transportation, logistics, and energy.

While inflation has continued to ease in 2025, and we were able to pass along these higher costs through increased prices, there can be no assurance that we will be able to continue to do so in the future.

If we are not, it will adversely impact our performance.

3 unchanged sentences

The success of our new products will depend on a number of factors, including:

• innovation;

• our ability to innovate or adapt to new or emerging technologies, such as artificial intelligence;

• customer acceptance;

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We may need more funding for product development and refinement than is readily available, which could adversely affect our performance.

Our failure to innovate and to develop products that capitalize on new technologies could have an adverse effect on our business, financial condition, and results of operations.

The introduction of new technologies involves risk, and, from time to time, we may fail to realize their anticipated benefits.

Our success depends, in part, on our ability to identify, adopt and integrate new digital technologies, including artificial intelligence, into our operations, business processes, products and services in a timely, cost-effective, compliant, and responsible manner.

Our competitors and other third parties may incorporate artificial intelligence into their operations and processes more quickly or more successfully than us, which could impair our ability to compete effectively.

Legislation and regulations governing the development and use of artificial intelligence have been passed or are under consideration in the United States at the state and local level, as well as internationally.

As a result, the ability to use artificial intelligence and other emerging technologies may be constrained by current or future laws and regulations.

Such regulations may result in significant operational costs to modify, maintain, or align our business practices, or constrain our ability to develop, deploy, or maintain these technologies.

If we are unable to deliver precision agriculture and high-tech solutions to our customers, it could materially adversely affect our performance.

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Such investments may not produce attractive solutions for our customers.

We also may have to depend on third parties

to supply certain hardware or software components or data services in our precision technology products.

Our dealers' ability to support such solutions also may impact our customers, acceptance and demand of such products.

We also may have to depend on third parties to supply certain hardware or software components or data services in our precision technology products.

Our dealers' ability to support such solutions also may impact our customers, acceptance of our products and demand of such products.

Rationalization or restructuring of manufacturing facilities, and plant expansions and system upgrades at our manufacturing facilities, may cause production capacity constraints and inventory fluctuations.

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As a result, our ability to timely and efficiently manufacture current products, to introduce new products, and to shift manufacturing of products from one facility to another depends on the quality of these components and parts and the timeliness of their delivery to our facilities.

During 2022, we experienced significant supply chain interruptions, including delays in timely deliveries of components.

While supply chain disruptions eased in 2023 and 2024, there can be no assurance that there will not be future disruptions.

We have previously experienced significant supply chain interruptions, including delays in timely deliveries of components, and there can be no assurance that there will not be future disruptions.

In addition, the potential of future natural gas shortages in Europe, as well as predicted overall shortages in other energy sources, could also negatively impact our production and that of our supply chain in the future.

2 unchanged sentences

The timely supply of component parts for our products also depends on our ability to manage our relationships with suppliers, to identify and replace suppliers that fail to meet our schedules or quality standards, and to monitor the flow of components and accurately project our needs.

The shift from our existing suppliers to new suppliers, including suppliers in emerging markets, also may impact the quality and efficiency of our manufacturing capabilities, as well as warranty costs.

The shift from our existing suppliers to new suppliers, including

suppliers in emerging markets, also may impact the quality and efficiency of our manufacturing capabilities, as well as warranty costs.

Changes in the availability and prices of certain raw materials, components and parts could result in production disruptions or increased costs and lower profits on the sale of our products.

13 unchanged sentences

We closed the acquisition of the agriculture assets and technologies of Trimble through the formation of the PTx Trimble joint venture, of which we own 85%, on April 1, 2024.

Joint venture transactions involve many risks, including the challenges attendant to integrating the operations, technologies, services and products of the acquired lines of businesses, reactions by customers to the transaction, particularly the rate at which Trimble’s largest OEM customer reduces purchases of Trimble equipment and the levels of the OEM's product supply remaining in the market, and the rate of replacement by the joint venture of those sales, personnel turnover, and the diversion of management's attention from other business matters.

Joint venture transactions involve many risks, including the challenges attendant to integrating the operations, technologies, services and products of the acquired lines of businesses, reactions by customers to the transaction, personnel turnover, and the diversion of management's attention from other business matters.

We may be unable to achieve anticipated benefits from the transaction in the time frame that we anticipate, or at all.

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We are, and in the past have been, subject to the actions of activist stockholders, which could divert management’s attention and negatively impact our business.

The Company values constructive input from investors and regularly engages in dialogue with its shareholders regarding strategy and performance.

The Company’s Board of Directors and management team are committed to acting in the best interests of all the Company’s shareholders.

The Company values constructive input from investors and regularly engages in dialogue with its stockholders regarding strategy and performance.

The Company’s Board of Directors and management team are committed to acting in the best interests of all the Company’s stockholders.

Stockholders may, from time to time, engage in proxy solicitations or advance stockholder proposals, or otherwise attempt to effect changes and assert influence on our Board of Directors and management.

18 unchanged sentences

In recent years, the Argentine government has substantially limited the ability of companies to transfer funds out of Argentina.

As a consequence of these limitations, the spread between the official government exchange rate and the exchange rates resulting implicitly from certain capital market operations, usually effected to obtain United States dollars, has broadened significantly.

In December 2023, the central bank of Argentina adjusted the official foreign currency exchange rate for the Argentine peso, significantly devaluing the currency relative to the United States dollar.

12 unchanged sentences

See the notes to our Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data,” for more information regarding our unfunded or underfunded obligations.

We have substantial goodwill, and impairment of that goodwill could materially impact our results of operation.

We have substantial goodwill, and impairment of that goodwill could materially impact our results of operations.

As of December 31, 2025, we had approximately $1,898.8 million of goodwill reflected on our consolidated balance sheet.

5 unchanged sentences

An impairment of goodwill could be significant and could materially impact our results of operations.

In connection with the PTx Trimble joint venture transaction, we recognized $1,592.2 million of goodwill as of the acquisition date.

During the year ended December 31, 2024, we recognized an impairment charge of $351 million, which resulted from the deterioration of the near-term outlook of the PTx Trimble North America reporting unit driven by weak industry demand and lower market penetration.

While our annual impairment testing in 2024 now supports the carrying amount of this goodwill, we may be required to re-evaluate the carrying amount in future periods, thus utilizing different assumptions that reflect the then current market conditions and expectations, and, therefore, we could conclude that an impairment has occurred.

Additionally, as the carrying value of the PTx Trimble North America reporting unit approximates its fair value following the impairment charge, the PTx Trimble North America reporting unit is considered at risk of future impairment.

If our assumptions are not realized, or if there are future changes in any of the assumptions due to a change in economic conditions or otherwise, it is possible that a further impairment charge may need to be recorded in the future.

We have a substantial amount of indebtedness, and, as a result, we are subject to certain restrictive covenants and payment obligations that may adversely affect our ability to operate and expand our business.

14 unchanged sentences

Although the levels change from period to period, we generally have substantial imports into the United States of products and components that are either produced in our foreign locations or are purchased from foreign suppliers, and also have substantial exports of products and components that we manufacture in the United States.

The impact of any changes to current trade, tariff or tax policies relating to imports and exports of goods is dependent on factors such as the treatment of exports as a credit to

imports, and the introduction of any tariffs or taxes relating to imports from specific countries.

The impact of any changes to current trade, tariff or tax policies relating to imports and exports of goods is dependent on factors such as the treatment of exports as a credit to imports, and the introduction of any tariffs or taxes relating to imports from specific countries.

Tariff changes are difficult to predict and may cause us material short-term or long-term cost fluctuations.

The new political administration in the United States has signaled an intention to use tariffs more robustly in pursuing government policy and has already implemented some new tariffs.

The recent announcements of significant trade policy and tariff actions by the U.S.

These announcements in some cases were followed by delays and changes in implementation, and the ultimate tariff structures are unclear at the current time.

Depending on the countries affected, increases in tariffs have raised the costs of inputs used in manufacturing our products, which in turn has impacted our cost of goods sold.

Additionally, higher tariffs may lead to increased after-tariff sales prices for the products we sell.

The impacts of the tariffs may be partially mitigated as a majority of our sales and manufacturing takes place outside the United States.

While we are actively exploring opportunities to mitigate these increased costs, there can be no guarantee that we will be able to fully offset the impact of these tariffs.

Furthermore, the imposition of retaliatory tariffs from other countries on our exported products could negatively affect our sales and marketplace access in those countries.

When increases are made to U.S.

6 unchanged sentences

Changes to income tax laws and regulations, or the interpretation of such laws, in any of the jurisdictions in which we operate could significantly increase our effective tax rate and ultimately reduce our cash flows from operating activities and otherwise have a material adverse effect on our financial condition.

On December 15, 2022, the European Union Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework that was supported by over 130 countries worldwide.

The European Union effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive.

Based on the issued guidance and interpretation, the Company does not expect a material top-up tax.

As this is an evolving area with new guidance and practices being developed, the Company continues to assess the impact of the Pillar Two income taxes legislation on its future financial performance.

On December 15, 2022, the European Union Member States formally adopted the EU’s Pillar Two Directive, which implements a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework.

The Directive became effective on January 1, 2024, and January 1, 2025, for different components of the rules.

Based on currently issued guidance and the Company's assessment to date, the Company does not expect the legislation to result in a material top‑up tax for fiscal year 2025.

The OECD released a Side‑by‑Side package on January 5, 2026, introducing a safe harbor that allows eligible U.S.-parented multinational groups to elect out of Pillar Two while remaining subject to domestic top‑up taxes.

The package becomes applicable for fiscal years beginning on or after January 1, 2026, with additional safe harbors and transitional relief extending into 2027.

As this is an evolving area with

new guidance and practices being developed, the Company continues to assess the impact of the Pillar Two income taxes legislation on its future financial performance.

Future pandemics and public health crises could materially adversely impact our business, financial condition, liquidity and results of operations.

29 unchanged sentences

Increased input costs, such as fuel and fertilizer, and compliance-related costs also could impact retail customer operations and demand for our equipment.

Because the impact of any future GHG legislative, regulatory or product standard requirements on our global businesses and products is dependent on the timing and design of mandates or standards, we are unable to predict its potential impact at this time.

Because the impact of any future GHG legislative, regulatory or product standard requirements on

our global businesses and products is dependent on the timing and design of mandates or standards, we are unable to predict its potential impact at this time.

In addition, the products that we manufacture or sell, particularly engines, are subject to increasingly stringent environmental regulations, including those that limit GHG emissions.

19 unchanged sentences

Our ability to recruit, develop, train and retain qualified and skilled employees could impact our ability to execute strategies.

Our success is dependent, in part, on our ability to recruit, develop, train and retain qualified employees with the relevant education, background and experience.

Equally we must be able to retain such skilled employees through our efforts to develop, train, compensate and engage them.

Our success is dependent, in part, on our ability to recruit, develop and train qualified employees with the relevant education, background and experience.

We must be able to retain such skilled employees through our efforts to develop, train, compensate and engage them.

Failure to do so could impair our ability to execute our business strategies and could ultimately impact our performance.

Data Security, Privacy and Cybersecurity Risks

Our business increasingly is subject to regulations relating to privacy and data protection, and if we violate any of those regulations we could be subject to significant claims, penalties and damages.

Our business is increasingly subject to regulations relating to privacy and data protection, and if we violate any of those regulations, we could be subject to significant claims, penalties and damages.

Increasingly, the United States, the European Union, Brazil and other governmental entities are imposing regulations designed to protect the collection, maintenance and transfer of personal information.

19 unchanged sentences

Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, and could disrupt our operations and damage our reputation, which could adversely affect our performance.

In addition, as security threats continue to evolve and increase in frequency and sophistication, we increasingly are needing to invest additional resources to protect the security of our systems and likely will need to invest even more in the future.

In addition, as security threats continue to evolve and increase in frequency and sophistication, we increasingly need to invest additional resources to protect the security of our systems and likely will need to invest even more in the future.

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