What changed in this filing

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Item 1A. Risk Factors

2026-02-20 compared with 2025-02-21 · 67 added, 49 removed, 438 unchanged (21% of the section changed)

12 unchanged sentences

• fluctuations in operating results and cash flows;

• competition with established competitors in the packaging and test business, the internal capabilities of IDMs, and new competitors, including foundries and contract manufacturers;

• competition with established competitors in the packaging and test business, the internal capabilities of IDMs, and other competitors, including foundries and contract manufacturers;

• our substantial investments in equipment and facilities to support the demand of our customers;

9 unchanged sentences

Risks Related to Our International Sales and Operation s

• dependence on international factories and operations, and risks relating to trade restrictions and regional conflict.

• dependence on international factories and operations, and risks relating to trade restrictions and regional conflict, including restrictive trade barriers, export controls, tariffs, customs and duties.

Risks Related to Cybersecurity, Data Privacy and Intellectual Property

4 unchanged sentences

• our substantial indebtedness;

• the effect of interest rate increases on our variable rate indebtedness;

• fluctuations in interest rates and changes in credit risk.

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If the industry or markets in which we compete experience slower, or even negative growth, our business and results of operations may be materially and adversely affected.

number of semiconductor devices, such as communications, computing, automotive and industrial or consumer electronics, could have a material adverse effect on our business and operating results.

Since our business is, and will continue to be, dependent on the requirements of semiconductor companies for outsourced packaging and test services, any downturn in the semiconductor industry or any other industry that uses a significant number of semiconductor devices, such as communications, computing, automotive and industrial or consumer electronics, could have a material adverse effect on our business and operating results.

During downturns, we have experienced, among other things, reduced demand, excess capacity and reduced sales.

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Generally, we acquire our equipment on a purchase order basis and do not enter into long-term equipment agreements.

As a result, depending on market conditions, we could experience adverse changes in pricing, currency risk and potential shortages in equipment, any of which could have a material adverse effect on our results of operations.

As a result, depending on

market conditions, we could experience adverse changes in pricing, currency risk and potential shortages in equipment, any of which could have a material adverse effect on our results of operations.

We are a large buyer of gold and other commodity materials, including substrates and copper.

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• changes in cost, quality, availability and delivery times of raw materials, components, equipment and labor;

• inflation, including wage inflation, and fluctuations in commodity prices, including gold, copper and other precious metals;

• inflation, including wage inflation, and fluctuations in commodity prices, including gold, silver, copper and other precious metals;

• our ability to achieve our major growth objectives, including transitioning second-wave customers to advanced packages and increasing our share of the automotive and industrial end market;

• changes in our capacity and capacity utilization rates;

• fluctuations in interest rates and currency exchange rates, including the current rising interest rate environment;

• fluctuations in interest rates and currency exchange rates;

• changes in average selling prices which can occur quickly due to the absence of long-term agreements on price;

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In recent years, the U.S.

Bureau of Industry and Security announced new export control regulations applicable to the sale of U.S.

Bureau of Industry and Security has announced export control regulations applicable to the sale of U.S.

semiconductor technology in China (collectively, the “BIS Regulations”).

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In addition, these factors may materially and adversely affect our credit ratings, which could make it more difficult and expensive for us to raise capital and could materially and adversely affect the price of our securities.

We compete against established competitors in the packaging and test business as well as internal capabilities of IDMs and face competition from new competitors, including foundries and contract manufacturers.

We compete against established competitors in the packaging and test business as well as internal capabilities of IDMs and face competition from foundries and contract manufacturers.

The outsourced semiconductor packaging and test services market is very competitive.

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If we experience a significant loss of IDM or foundry business, it could have a material adverse effect on our business, liquidity, results of operations, financial condition and cash flows, especially during a prolonged industry downturn.

We face competition from foundries, such as TSMC and Samsung, which offer full turnkey services from silicon wafer fabrication through packaging and final test.

We face competition from foundries, which offer full turnkey services from silicon wafer fabrication through packaging and final test.

These foundries, which are substantially larger than us and have greater financial resources than we do, have expanded their operations to include packaging and test services and may continue to expand these capabilities in the future.

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These competitors have increased and could increase pricing and competitive pressures.

test services or that our business, liquidity, results of operations, financial condition or cash flows will not be materially and adversely affected by such increased competition.

We cannot assure you that we will be able to compete successfully in the future against our existing or potential competitors, that our customers will not rely on internal sources, foundries or contract manufacturers for packaging and test services or that our business, liquidity, results of operations, financial condition or cash flows will not be materially and adversely affected by such increased competition.

We make substantial investments in equipment and facilities to support the demand of our customers, which may materially and adversely affect our business if the demand of our customers does not develop as we expect or is adversely affected.

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and economic, political and other global conditions.

In October 2023, we completed the initial phase of construction for the Vietnam Facility.

While manufacturing has begun at the Vietnam Facility, there can be no assurance that the actual scope, costs or benefits of the project will be consistent with our current expectations.

We began delivering advanced packages from the Vietnam Facility in the third quarter of 2024, and we began construction of our Arizona Facility in the second half of 2025.

While manufacturing has begun at the Vietnam Facility and construction has begun on our Arizona Facility, there can be no assurance that the actual scope, costs or benefits of these projects will be consistent with our current expectations.

We may face warranty claims, product return and liability risks, economic damage claims and negative publicity if our packages fail .

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In addition, our fixed operating costs have increased as a result of capital expenditures for capacity expansion.

The anticipated customer demand for which we have made capital investments may not materialize, and our sales may not

adequately cover fixed costs, resulting in reduced profit levels or even significant losses, either of which may materially and adversely impact our business, liquidity, results of operations, financial condition and cash flows.

The anticipated customer demand for which we have made capital investments may not materialize, and our sales may not adequately cover fixed costs, resulting in reduced profit levels or even significant losses, either of which may materially and adversely impact our business, liquidity, results of operations, financial condition and cash flows.

The lack of contractually committed customer demand may materially and adversely affect our sales.

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Our production yields on new packages, particularly those packages which are based on new technologies, typically are significantly lower than our production yields on our more established packages.

Our failure to qualify new processes, maintain quality standards or acceptable production yields, if significant and prolonged, could result in the loss of customers, increased costs of production, delays, substantial amounts of returned

goods and claims by customers relating thereto.

Any of these problems could have a material adverse effect on our business, liquidity, results of operations, financial condition and cash flows.

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We fund our operations, including capital expenditures and other investments and servicing principal and interest obligations with respect to our debt, from cash flows from our operations, existing cash and cash equivalents, borrowings under available debt facilities, or proceeds from any additional debt or equity financing.

Our liquidity is affected by, among other factors, volatility in the global economy and credit markets, the performance of our business, our capital expenditures and other investment levels, other uses of our cash, including any payments of dividends and purchases of stock under any stock repurchase program, any acquisitions or investments in joint ventures and any decisions we might make to either repay debt and

other long-term obligations out of our operating cash flows or refinance debt at or prior to maturity with the proceeds of debt or equity financings.

Servicing our current and future customers requires that we incur significant operating expenses and continue to make significant capital expenditures and other investments, and the amount of our capital expenditures for 2026 and thereafter may vary materially and will depend on several factors.

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We provide packaging and test services through our factories and other operations located in China, Japan, Korea, Malaysia, the Philippines, Portugal, Singapore, Taiwan and Vietnam.

Substantially all of our property, plant and equipment is located outside of the United States, and many of our customers and the vendors in our supply chain are also located outside the United States.

A significant portion of our property, plant and equipment is located outside of the United States, and many of our customers and the vendors in our supply chain are also located outside the United States.

The following are some of the risks we face in doing business internationally:

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In addition, our success in the Chinese markets may be adversely affected by China’s evolving policies, laws and regulations, including those relating to antitrust, cybersecurity, data protection and data privacy, the environment, indigenous innovation and the promotion of a domestic semiconductor industry and intellectual property rights and enforcement and protection of those rights.

Over the course of 2025, the United States government announced multiple tariff increases and tariff changes for goods imported into the United States from numerous countries, as well as product-based sectoral tariffs.

government also announced various export control changes.

Some countries countered with tariffs, export control changes or other actions, and the U.S.

entered into broad trade negotiations with many countries.

Many of the U.S.

actions, as well as

those of other countries, were subsequently paused or revised.

We cannot predict what further actions may ultimately be taken by the U.S.

with respect to tariffs, export restrictions or other trade measures, what products or entities may be subject to such actions, or what actions may be taken by other countries in response to these U.S.

Imposed tariffs may affect end-user demand in each geography where our customers sell their products and services, which may materially and adversely affect demand for our services, our operating results and our financial condition.

We also have significant facilities and other investments in Korea, and there have been heightened security concerns in recent years stemming from North Korea’s nuclear weapon and long-range missile programs as well as its military actions in the region.

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As a result, we expect to develop, acquire and implement new manufacturing processes and packaging technologies and tools in order to respond to competitive industry conditions and customer requirements.

Technological advances may lead to rapid and significant price erosion and may make our existing packages less competitive or our existing inventories

Technological advances may lead to rapid and significant price erosion and may make our existing packages less competitive or our existing inventories obsolete.

If we cannot achieve advances in packaging design or obtain access to advanced packaging designs developed by others, our business could suffer.

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Our competitors may develop, patent or gain access to know-how and technology similar or superior to our own.

In addition, many of our patents are subject to cross licenses, several of which are with our competitors.

The semiconductor industry is characterized by frequent claims regarding the infringement of patent and other intellectual property rights.

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We depend on our information technology systems for many aspects of our business.

Our systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading, replacing or maintaining software, databases or components thereof, power outages, hardware failures, interruption or failures of third-party provider systems, computer viruses, attacks by computer hackers, ransomware attacks, telecommunication failures, user errors, malfeasance or catastrophic events.

Our systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading, replacing or maintaining software, databases or components thereof, power outages, hardware failures, interruption, failures or vulnerabilities in the systems of third-parties (including those with access to our systems or data, such as customers or vendors), computer viruses, attacks by computer hackers, ransomware, phishing or other cybersecurity attacks, telecommunication failures, user errors, malfeasance or catastrophic events.

Threat actors may utilize emerging technologies, such as AI and machine learning.

Such events have occurred in the past and may occur in the future.

Cybersecurity breaches could result in unauthorized disclosure of confidential information and/or disruptions to our operations.

Cybersecurity breaches could result in unauthorized disclosure of confidential information, disruptions to our operations and/or impacts to a third party with which we have a relationship, such as a customer or vendor, which could result in reputational, competitive, operational or other business harms as well as financial costs and regulatory action.

While we have not experienced a material information security breach, we cannot be sure that such a breach will not occur in the future.

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We have a substantial amount of debt, and the terms of the agreements governing our indebtedness allow us and our subsidiaries to incur more debt, subject to certain limitations.

As of December 31, 2024, our total debt balance was $1,159.5 million, of which $236.0 million was classified as a current liability and $639.5 million was collateralized indebtedness at our subsidiaries.

As of December 31, 2025, our total debt balance was $1,445.2 million, of which $162.4 million was classified as a current liability and $956.2 million was collateralized indebtedness.

We may consider investments in joint ventures, increased capital expenditures, refinancings or acquisitions which may increase our indebtedness.

11 unchanged sentences

• increase our cost of borrowing.

If interest rates increase, our debt service obligations under our variable rate indebtedness would increase, which could have a material adverse effect on our results of operations.

Borrowings under our credit facility, including the outstanding term loan, are at variable rates of interest and as a result expose us to interest rate risk.

Interest rates increased throughout 2022 and 2023.

While interest rates stabilized and have begun to decrease since 2024, if interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.

We currently do not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

To the extent the risk materializes and is not fully mitigated, the resulting increase in interest expense could have a material adverse effect on our results of operations.

Further, significant changes in our credit rating, disruptions in the global financial markets, including bank failures, or incurrence of new or refinancing of existing indebtedness at higher interest rates could have a material and adverse effect on our access to and cost of capital for future financings, and financial condition.

We are exposed to fluctuations in interest rates and changes in credit risk, which could have a material adverse impact on our earnings as it relates to the market value of our investment portfolio.

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Kim and members of her family can effectively determine or substantially influence the outcome of all matters requiring stockholder approval.

As of December 31, 2024, Susan Y.

As of February 12, 2026, Susan Y.

Kim, the Chairman of our Board of Directors and members of the Kim family and affiliates owned approximately 122.1 million shares, or approximately 49.4%, of our outstanding common stock.

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In June 2013, the Kim family exchanged convertible notes issued by Amkor in 2009 for approximately 49.6 million shares of common stock (the “Convert Shares”).

As of December 31, 2024, the Kim family owns 39.6 million Convert Shares.

As of February 12, 2026, the Kim family owns approximately 29.6 million Convert Shares.

The Convert Shares owned by the Kim family are subject to a voting agreement.

4 unchanged sentences

There is also the potential, through the election of members of our Board of Directors, that the Kim family could substantially influence matters decided upon by our Board of Directors.

negatively affect our stock’s market price or decrease any premium over market price that an acquirer might otherwise pay.

This concentration of ownership may also have the effect of impeding a merger, consolidation, takeover or other business consolidation involving us, or discouraging a potential acquirer from making a tender offer for our shares, and could also negatively affect our stock’s market price or decrease any premium over market price that an acquirer might otherwise pay.

Concentration of ownership also reduces the public float of our common stock.

There may be less liquidity and higher price volatility for the stock of companies with a smaller public float compared to companies with broader public ownership.

There may be less liquidity and higher price volatility for the stock of companies with a smaller public float compared to companies with broader public

Also, the sale or the prospect of the sale of a substantial portion of the Kim family shares may cause the market price of our stock to decline significantly.

24 unchanged sentences

We earn a substantial portion of our income in foreign countries, and our operations are subject to tax in multiple jurisdictions with complicated and varied tax regimes.

Tax laws and income tax rates in these jurisdictions are subject to change due to economic and political conditions.

Tax laws and income tax rates in these jurisdictions are subject to

change due to economic and political conditions.

Changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project that was undertaken by the Organization for Economic Cooperation and Development (“OECD”).

The OECD, which represents a coalition of member countries, recommended changes to long-standing tax principles related to transfer pricing and has developed model rules including establishing a global minimum corporate income tax tested on a jurisdictional basis (the “Pillar Two Model Rules”).

Some countries we operate in have enacted laws based on the Pillar Two Model Rules effective in 2024.

While the Pillar Two Model Rules did not have a material impact on our 2024 results, additional countries where we operate, including Singapore, have adopted Pillar Two Model Rules effective in 2025.

Enactment of this legislation is expected to adversely affect our effective tax rate, tax payments and conditional reduced tax rates.

Some countries we operate in have enacted laws based on the Pillar Two Model Rules, which has adversely affected our effective tax rate, expected tax payments and conditional reduced tax rates.

The OECD’s 2026 introduction of the Side-by-Side (“SbS”) framework may impact our future tax obligations and compliance requirements.

Although the United States has been designated as a qualified SbS jurisdiction, enabling U.S.-parented companies to elect relief from certain provisions of the Pillar Two Model Rules beginning in 2026, many jurisdictions continue to require Qualified Domestic Minimum Top-Up Taxes (“QDMTTs”) and may adopt additional administrative rules that affect our operations.

There remains significant uncertainty regarding the pace and consistency of global implementation.

Our ability to accurately forecast tax obligations and the impact on our financial results may be affected.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the United States, which includes significant provisions such as modifications to the international tax framework and the investment tax credit rate under the CHIPS Act, and restoration of tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

Changes in U.S.

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The European Union’s Restriction of Hazardous Substances in Electrical and Electronic Equipment directive and similar laws in other jurisdictions, including China, impose strict restrictions on the placement into the market of electrical and electronic equipment containing lead and certain other hazardous substances.

We may become liable under these and other environmental, health and safety laws and regulations, including for the cost of compliance and cleanup of any disposal or release of hazardous materials arising out of our former or current operations, or otherwise as a result of the emission of GHGs or other chemicals, the existence of hazardous materials on our properties or the existence of hazardous substances in the products for which we perform our services.

We may become liable under these and other environmental, health and safety laws and regulations, including for the cost of compliance and cleanup of any disposal or release of hazardous materials

arising out of our former or current operations, or otherwise as a result of the emission of greenhouse gases (“GHG”) or other chemicals, the existence of hazardous materials on our properties or the existence of hazardous substances in the products for which we perform our services.

We could also be held liable for damages, including fines, penalties and the cost of investigations and remedial actions, and we could be subject to revocation of permits, which may materially and adversely affect our ability to maintain or expand our operations.

Additionally, if Amkor is unable to align its environmental, health and

safety practices with shifting customer preferences, we could suffer reputational harm, which could have a material and adverse effect on our business, results of operations, liquidity and cash flows.

Additionally, if Amkor is unable to align its environmental, health and safety practices with shifting customer preferences, we could suffer reputational harm, which could have a material and adverse effect on our business, results of operations, liquidity and cash flows.

There has also been an increase in regulatory and public attention and industry and customer focus on the materials contained in semiconductor products, the environmental impact of semiconductor operations and the risk of chemical releases from such operations, climate change, sustainability and related environmental concerns.

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The awards and incentives from the agreement with the U.S.

Department of Commerce (“Commerce”) pursuant to the U.S.

Department of Commerce (the “Commerce Department”) pursuant to the U.S.

CHIPS and Science Act of 2022 (“CHIPS Act”) might not materialize as such awards and incentives are conditional upon achieving or maintaining certain outcomes and compliance with other obligations, are subject to reduction, termination, or clawback and would impose certain restrictions on our business.

In December 2024, Commerce awarded us up to $407 million in direct funding pursuant to the CHIPS Act for the Arizona Facility.

In December 2024, the Commerce Department awarded us up to $407 million in direct funding pursuant to the CHIPS Act for the Arizona Facility.

This award requires us to achieve construction and production milestones and restricts us from undertaking certain activities.

We cannot guarantee that we will successfully achieve and maintain outcomes or be able to comply with other obligations required to qualify for this award or that Commerce will provide or continue to provide such funding.

The award arrangements provide Commerce with rights to audit our compliance with their terms and obligations, and such audits could result in modifications to, or termination of, the award.

We cannot guarantee that we will successfully achieve and maintain outcomes or be able to comply with other obligations required to qualify for this award or that the Commerce Department will provide or continue to provide such funding.

The award arrangements provide the Commerce Department with rights to audit our compliance with their terms and obligations, and such audits could result in modifications to, or termination of, the award.

To a lesser extent, we also receive incentives from state and local governments for the Arizona Facility, which have similar terms and conditions.

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Our business and financial condition has been adversely affected, and could be adversely affected in the future, by natural disasters and other calamities, health conditions or pandemics, political instability, hostilities or other disruptions.

We have significant packaging and test services and other operations in China, Japan, Korea, Malaysia, the Philippines, Portugal, Singapore, Taiwan and Vietnam.

We have significant packaging and test services and other operations in China, Japan, Korea, Malaysia, the Philippines, Portugal, Singapore, Taiwan and Vietnam, and the Arizona Facility is a new factory under construction in the United States.

Such operations are or could be subject to:

natural disasters, such as earthquakes, tsunamis, typhoons, floods, droughts, volcanoes and other severe weather and geological events, and other calamities, such as fire;

natural disasters, such as earthquakes, tsunamis, typhoons, floods, droughts, extreme heat, volcanoes and other severe weather and geological events, and other calamities, such as fire;

the outbreak of infectious diseases (such as Covid-19 and other coronaviruses, Ebola or flu);

2 unchanged sentences

breakdowns of equipment;

difficulties or delays in obtaining materials, equipment, utilities and services;

difficulties or delays in obtaining materials, equipment, utilities and services, including electricity and water;

political events or instability;

acts of war or armed conflict (such as ongoing conflicts in Ukraine and Israel);

terrorist incidents and other hostilities in regions where we have facilities;

terrorist incidents and other hostilities in regions where we

have facilities;

and industrial accidents and other events, that could disrupt or even shut down our operations.

While our global manufacturing footprint allows us to shift production to other factories without substantial cost or production delays, certain of our services are currently performed using equipment located in one or only a subset of our factories.

A major disruption or shutdown of any such factory could completely impair our ability to perform those services or require us to

shift them to another location.

While our global manufacturing footprint may allow us to shift production to other factories without substantial cost or production delays, certain of our services are currently performed using equipment located in one or only a subset of our factories.

A major disruption or shutdown of any such factory could completely impair our ability to perform those services or require us to shift them to another location.

As a result, our ability to fulfill customer orders may be impaired or delayed, and we could incur significant losses.

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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