What changed in this filing

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Item 1A. Risk Factors

2026-08-05 compared with 2026-05-06 · 23 added, 1 removed, 4 unchanged (86% of the section changed)

Except to the extent additional factual information disclosed elsewhere in this Quarterly Report relates to such risk factors (including, without limitation, the matters discussed in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ), there were no material changes to the risk factors disclosed in Part I, Item 1A, in our 2025 Annual Report .

Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

The AWM Transaction is subject to the receipt of regulatory clearance as well as the satisfaction of other closing conditions, some or all of which may not be satisfied or completed within the expected timeframe, if at all.

On July 16, 2026, the Company and the AWM Buyer entered into the AWM Purchase Agreement with AWM, DS Equity Holdings LLC, a Delaware limited liability company, Scott R.

Rand and Daniel R.

Smith, pursuant to which the AWM Transaction would be completed.

Completion of the AWM Transaction is subject to a number of closing conditions, including the expiration or termination of the waiting periods (and any extensions thereof) applicable to the consummation of the AWM Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and other customary conditions for a transaction of this type.

We can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, even if all required consents and approvals can be obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the AWM Transaction .

Some of the conditions to completion of the AWM Transaction are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, if applicable).

In addition, certain regulatory agencies from which the approvals and clearances will be sought have broad discretion in administering the governing regulations.

As a condition to their clearance of the AWM Transaction , agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the parties’ business.

These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the consummation of the AWM Transaction .

Any adverse consequence of the pending AWM Transaction could be exacerbated by any delays in completion of the AWM Transaction or termination of the AWM Purchase Agreement.

Each party’s obligation to consummate the AWM Transaction is also subject to the accuracy of the representations and warranties of the other party (subject to customary materiality qualifications) and compliance in all material respects with the covenants and agreements contained in the AWM Purchase Agreement as of the closing of the AWM Transaction .

We may be unable to successfully integrate AWM’s business into our business or achieve the anticipated benefits or synergies of the AWM Transaction, if completed.

Our ability to achieve the anticipated benefits or synergies of the AWM Transaction, if completed, will depend in part upon whether we can integrate AWM’s business into our existing business in an efficient and effective manner.

We may not be able to accomplish this integration process successfully.

The successful integration of AWM’s business requires an assessment and implementation of several factors, including:

• the ability to successfully combine our respective businesses in a manner that permits us to achieve the cost savings, synergies and other anticipated benefits from the AWM Transaction;

• integrating complex systems, operating procedures, compliance programs, technology, networks and other assets while carrying on our ongoing business in a manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;

• managing the expanded operations of a larger and more complex company.

In addition, any potential unknown liabilities, liabilities that are significantly larger than we currently anticipate, and unforeseen increased expenses or delays associated with AWM, including cash costs of integration, may exceed what we currently anticipate.

Any one of these factors could result in increased costs, decreases in the amount of anticipated benefits and diversion of management’s attention, which could materially impact our business, financial condition and results of operations.

In addition, even following successful integration, the anticipated benefits or synergies of AWM may not be realized fully, or at all, or may take longer to realize than expected.

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults Upon Senior Securities

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-Q

Item 1A. Risk Factors