What changed in this filing

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Item 1A. Risk Factors

2026-02-25 compared with 2025-02-25 · 130 added, 81 removed, 704 unchanged (23% of the section changed)

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• Companies that sell CGN products, which were originally designed for other networking purposes, such as edge routers and security appliances from vendors like Cisco Systems, Inc.

(“Cisco Systems”), Juniper Networks, Inc.

(“Cisco Systems”), Hewlett Packard Enterprise (division f/k/a Juniper Networks, Inc.

(“Juniper Networks”)) and Fortinet, Inc.

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• the ability to incorporate functionality into existing products to gain business in a manner that discourages users from purchasing our products, including through product bundling or closed technology platforms;

• broader distribution and established relationships with distribution channel partners in a greater number of worldwide locations;

• broader distribution and established relationships with distribution channels in a greater number of worldwide locations;

• access to larger end-customer bases;

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Many companies in our industry, including some of our competitors, are developing and deploying cloud-based solutions for their customers.

In addition, the emergence of new cloud infrastructures and artificial intelligence or other tools may enable new companies to compete with our business.

In addition, the emergence of new cloud infrastructures and AI or other tools may enable new companies to compete with our business.

These new competitors may include large cloud providers who can provide their own ADC functionality as well as smaller companies targeting applications that are developed exclusively for delivery in the cloud.

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• greater risk of a failure of foreign employees to comply with both U.S.

and foreign laws, including antitrust regulations, the U.S.

and foreign laws, including antitrust regulations, relevant accounting standards the U.S.

Foreign Corrupt Practices Act (“FCPA”), and any trade regulations ensuring fair trade practices;

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Our reliance on these third-party manufacturers reduces our control over the manufacturing process and exposes us to risks, including reduced control over quality assurance, product costs, and product supply and timing.

Any manufacturing disruption at these manufacturers, including but not limited to disruptions due to tensions with China, could severely impair our ability to fulfill orders.

Any manufacturing or other form of disruption at these manufacturers, including but not limited to disruptions due to tensions with China, could severely impair our ability to fulfill orders.

In addition, the ongoing global supply chain issues are expected to continue and may adversely impact our suppliers to a degree that could materially impact us.

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If any companies or governments that are publicly known to use our platform are the subject of a cyber-attack that becomes publicized, our other current or potential channel partners or end-customers may look to our competitors for alternatives to our products.

Real or perceived security breaches of our end-customers’ networks could cause disruption or damage to their networks or other negative consequences and could result in negative publicity to us, damage to our reputation, declining sales, increased expenses and end-customer relations issues.

To the extent potential end-customers or industry

analysts believe that the occurrence of any actual or perceived failure of our products to detect or prevent malware, viruses, worms or similar threats is a flaw or indicates that our products do not provide significant value, our reputation and business could be harmed.

declining sales, increased expenses and end-customer relations issues.

To the extent potential end-customers or industry analysts believe that the occurrence of any actual or perceived failure of our products to detect or prevent malware, viruses, worms or similar threats is a flaw or indicates that our products do not provide significant value, our reputation and business could be harmed.

Any real or perceived defects, errors, or vulnerabilities in our products, or any failure of our products to detect a threat, could result in:

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• litigation, regulatory inquiries, or investigations that may be costly and harm our reputation.

Our use of open source software and position regarding the potential use of generative artificial intelligence (AI) in our products could negatively affect our ability to sell our products and subject us to possible litigation.

Our use of open source software and position regarding the potential use of generative AI in our products could negatively affect our ability to sell our products and subject us to possible litigation.

We incorporate open source software such as the Linux operating system kernel into our products.

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We are in the process of reviewing our open source use and our compliance with open source licenses and implementing remediation and changes necessary to comply with the open source licenses related thereto.

While we do not currently utilize software generated by artificial intelligence tools in our products we may at some point choose to do so, and, if we do, we will likely treat AI generated code as a form of open source software.

While we do not currently utilize software generated by AI tools in our products we may at some point choose to do so, and, if we do, we will likely treat AI generated code as a form of open source software.

We cannot guarantee that our use of open source software has been, and will be, managed effectively for our intended business purposes and/or compliant with applicable open source licenses.

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Risks Related to Intellectual Property, Litigation, Laws and Regulations

Enhanced U.S.

tariffs, import/export restrictions, Chinese regulations, countermeasures taken by affected countries or other trade barriers may have a negative effect on global economic conditions, financial markets and our business.

There is currently significant uncertainty about the future relationship between the U.S.

and various other countries, including China, with respect to trade policies, treaties, tariffs and taxes.

The current U.S.

administration has imposed a range of tariff actions on U.S.

trading partners.

In April 2025, acting under the International Economic Emergency Powers Act (“IEEPA”), the Trump administration temporarily increased IEEPA tariffs on Chinese imports to 145% (reduced back to 30% in May 2025) and set a baseline 10% tariff applicable to almost every country, with exemptions for certain products.

In August 2025, the United States increased reciprocal tariffs on many trading partners to individually-set levels, subject again to certain exemptions.

On January 20, 2026, the U.S.

Supreme Court held in Learning Resources v.

Trump that IEEPA did not authorize the President to impose tariffs.

The White House subsequently released an Executive Order terminating all IEEPA-based duties.

However, the Trump Administration moved immediately to impose new duties under Section 122 of the Trade Act, which authorizes a 15% duty to address “balance of payments” issues for up to 150 days.

The Administration has also indicated that it will initiate new trade investigations under Section 301 of the Trade Act to backfill the IEEPA duties for individual trading partners that the Supreme Court declared unlawful.

Ongoing trade investigations, including investigations under Section 232 of the Trade Expansion Act and Section 301 of the Trade Act, could also lead to greater restrictions on international trade and further increases in tariffs on goods imported into the U.S.

An investigation by the U.S.

Trade Representative (“USTR”) into Chinese legacy semiconductors resulted in deferred tariffs, which will not take effect until 2027.

In January 2026, the Trump Administration announced that the U.S.

Department of Commerce (“Commerce”) had concluded its investigation into semiconductors and derivative articles, among other actions.

The Trump Administration opted to impose limited duties on semiconductor articles meeting certain narrow technical characteristics, with exclusions available for most domestic applications.

On August 1, Commerce imposed 50% duties under Section 232 on certain articles of copper and copper derivative products, followed by Section 232 duties on imports of wood products in September.

Commerce continues to investigate the national security impact of imports of myriad other products, including polysilicon and pharmaceuticals, with decisions likely to be made in 2026.

Further, the U.S.

continues to negotiate and enter into trade agreement frameworks with various countries, which may result in lower tariffs on those trading partners.

The status of these trade agreements in the wake of the Supreme Court’s ruling on IEEPA tariffs remains unclear, as IEEPA was the predicate for the tariff rates set in the trade framework agreements.

Meanwhile, China and the U.S.

continue to engage in trade negotiations following a mutual de-escalation and pause of certain tariffs, export controls, and other trade actions in November 2025.

Although A10's supply chain does not depend exclusively upon imports from China, an increase in tariffs generally will cause our costs to increase, which could narrow the profits we earn from sales of products requiring such materials and/or compel us to increase our prices to customers.

Furthermore, while we are not presently aware of duties applicable to digital services, if trade restrictions or barriers are placed on our products by foreign governments, the prices for such products may increase, which may result in the loss of customers and harm to our business, financial condition and results of operations.

There can be no assurance that we will not experience a disruption in business related to these or other changes in trade practices and the process of changing suppliers in order to mitigate any such tariff costs could be complicated, time consuming and costly.

Furthermore, the U.S.

tariffs may cause customers to delay orders as they evaluate where to take delivery of our products in connection with their efforts to mitigate their own tariff exposure.

Such delays create forecasting difficulties for us and increase the risk that orders might be canceled or never be placed.

Current or future tariffs may also negatively impact our customers’ revenue, thereby causing an indirect negative impact on our sales.

Any reduction in customers’ revenue, and/or any apprehension among distributors and customers of a possible reduction in such revenue, could cause an indirect negative impact on our own sales.

As noted, the current U.S.

administration has taken a variety of tariff actions against other countries, and other countries such as China have at times responded with retaliatory tariffs and non-tariff measures as trade negotiations continue.

Certain of these tariffs have been struck down by the courts, while the Administration relies on new, untested authorities.

The duration and magnitude of these tariffs and other trade disruptions remains uncertain and could lead to economic decline in affected countries, which could negatively impact purchases of our products.

Moreover, an increase in the cost of our products due to tariffs or other trade actions could cause us to be impacted to a greater degree than our competitors

who are based in countries that are not subject to tariffs, placing us at a disadvantage.

Simply put, future U.S.

tariffs on imports and retaliatory tariffs could increase the cost of, and reduce demand for, our products, which may materially adversely affect our results of operations.

Additionally, the current uncertainty about the future relationship between the U.S.

and other countries with respect to the trade policies, treaties, taxes, sanctions, government regulations and tariffs makes it difficult to plan for the future.

New developments in these areas, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between these nations and the U.S.

Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations and affect our strategy.

Given the uncertainty of further developments related to tariffs, international trade agreements and policies we can give no assurance that our business, financial condition and operating results would not be adversely affected.

We have been, may presently be, or in the future may be, a party to litigation and claims regarding intellectual property rights, resolution of which has been and may in the future be time-consuming, expensive and adverse to us, as well as require a significant amount of resources to prosecute, defend, or make our products non-infringing.

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In addition, effective trademark, patent, copyright and trade secret protection may not be available or cost-effective in every country in which we have rights.

There may be instances where we are not able to protect intellectual

property or other proprietary rights in a manner that maximizes competitive advantage.

There may be instances where we are not able to protect intellectual property or other proprietary rights in a manner that maximizes competitive advantage.

If we are unable to protect our intellectual property and other proprietary rights from unauthorized use, the value of those assets may be reduced, which could negatively impact our business.

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Any litigation, whether or not resolved in our favor, could result in significant expense to us and divert the efforts of our management and technical personnel, as well as cause other claims to be made against us, which might adversely affect our business, operating results and financial condition.

Enhanced United States tariffs, import/export restrictions, Chinese regulations or other trade barriers may have a negative effect on global economic conditions, financial markets and our business.

There is currently significant uncertainty about the future relationship between the U.S.

and various other countries, most significantly China, with respect to trade policies, treaties, tariffs and taxes.

Some within the U.S.

government have called for substantial changes to U.S.

foreign trade policy with respect to China and other countries, including the possibility of imposing greater restrictions on international trade and significant increases in tariffs on goods imported into the U.S.

In 2018, the Office of the U.S.

Trade Representative (the “USTR”) enacted tariffs on imports into the U.S.

from China, including communications equipment products and components manufactured and imported from China.

In October 2021 the USTR confirmed these enacted U.S.

tariffs will stay in place for the time being.

In May 2022, the USTR initiated a statutory four-year review of the section 301 duties to determine the continued need for the tariffs on numerous products from China, including communications equipment products and components.

The USTR is currently evaluating comments submitted as part of the four-year review process and a decision on the tariffs is likely to be made later this year.

An increase in tariffs will cause our costs to increase, which could narrow the profits we earn from sales of products requiring such materials.

Furthermore, if tariffs, trade restrictions, or trade barriers are placed on products such as ours by foreign governments, especially China, the prices for our products may increase, which may result in the loss of customers and harm to our business, financial condition and results of operations.

Furthermore, the U.S.

tariffs may cause customers to delay orders as they evaluate where to take delivery of our products in connection with their efforts to mitigate their own tariff exposure.

Such delays create forecasting difficulties for us and increase the risk that orders might be canceled or might never be placed.

Current or future tariffs imposed by the U.S.

may also negatively impact our customers’ sales, thereby causing an indirect negative impact on our own sales.

Any reduction in customers’ sales, and/or any apprehension among distributors and customers of a possible reduction in such sales, would likely cause an indirect negative impact on our own sales.

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

presidential administration threatened or imposed tariffs on imports from various countries, including China, Mexico, and Canada.

In response, some of these countries threatened or announced tariffs on imports from the U.S.

The extent to which these threats will be enacted and the duration for which enacted tariffs will be in place remain uncertain and could lead to economic decline in affected countries, which could negatively impact demand for our products.

Moreover, if our products are subject to tariffs, we may be impacted to a greater degree than our competitors who operate in countries that are not subject to tariffs, placing us at a disadvantage.

result, future U.S.

tariffs on imports and retaliatory tariffs could increase the cost of, and reduce demand for, our products, which may materially adversely affect our results of operations.

Additionally, the current uncertainty about the future relationship between the U.S.

and China, as well as other countries, with respect to the trade policies, treaties, taxes, government regulations and tariffs makes it difficult to plan for the future.

Failure to protect and ensure the confidentiality and security of data, trade secrets and personally identifiable information (“PII”) could lead to legal liability, adversely affect our reputation and have a material adverse effect on our operating results, business and reputation.

We may collect, store and use certain confidential information in the course of providing our services, and we have invested in preserving the security of this data.

We may also outsource operations to third-party service providers to whom we transmit certain confidential data.

While the Cyber Incident we experienced in January 2023 did not result in material degradation of our systems, it did expose a vulnerability in our security measures which we believe has been corrected.

We may also outsource operations to third-party service providers to whom we transmit certain confidential data.

There are no assurances that any security measures we have in place, or any additional security measures that our subcontractors may have in place, will be sufficient to protect this confidential information from unauthorized security breaches.

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If current or prospective resellers and end-customers believe that our systems and solutions do not provide adequate security for their businesses’ needs, our business and our financial results could be harmed.

Additionally, future actual, potential or

anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

A significant number of our employees are currently working from home or other remote locations.

Additionally, future actual, potential or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

A number of our employees are currently working from home or other remote locations.

There are additional risks and challenges associated with having a large portion of our workforce working remotely, and our IT systems may experience additional stress as a result.

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A wide variety of provincial, state, national, foreign, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer, and other processing of personal data.

These data protection, privacy and cyber resilience-related laws and regulations are evolving and being tested in courts and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions.

These data protection, privacy and cyber resilience-related laws and regulations continue to evolve, are increasingly being tested in courts, and remain subject to ongoing governmental review and reform.

Such laws may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions.

For example, the European Union’s General Data Protection Regulation, or GDPR, which took effect back in May 2018, has caused EU data protection requirements to be more stringent and provides for greater penalties.

Because the GDPR may be subject to new or changing interpretations by courts, our interpretation of the law and efforts to comply with the rules and regulations of the law may be ruled invalid.

Noncompliance with the GDPR can trigger regulator fines of up to €20 million or 4% of global annual revenues, whichever is higher, in the most serious cases and/or legal claims.

The United Kingdom enacted legislation that substantially implements the GDPR.

In the EU/UK, various cyber resilience related laws (for example the EU Cyber Resilience Act, Network and Information Systems Directive 2, and the Digital Operational Resilience Act) have either recently been enacted or are in the process of being enacted, which essentially oblige those doing business in the EU/UK to implement robust cybersecurity standards with respect to the products and services they provide.

The EU has also implemented a comprehensive law regulating the development and use of AI systems (the EU AI Act) which also protects data and privacy by requiring confidentiality, transparence and risk assessments where AI systems and built and used.

The United Kingdom enacted legislation that substantially implements the GDPR, and has since enacted legislation which amends certain aspects of the UK GDPR which may further diverge UK requirements from those applicable in the European Union.

In addition, the European Union has proposed amendments to aspects of the GDPR as part of its proposed “Digital Omnibus” legislative package, which remains subject to negotiation and has not yet been adopted.

Because the GDPR and related UK data protection laws may be subject to new or changing interpretations by courts and regulators, as well as legislative modification or reform, our interpretation of the law and efforts to comply with the rules and regulations of the law may be challenged or ruled invalid.

Noncompliance with the GDPR can trigger regulatory fines of up to €20 million or 4% of global annual revenues, whichever is higher, in the most serious cases and/or legal claims.

In the European Union, various cyber resilience related laws (for example the EU Cyber Resilience Act, Network and Information Systems Directive 2, and the Digital Operational Resilience Act) have been enacted and will apply in phases, included through Member State implementing

measures and secondary legislation specifying certain technical and reporting requirements.

These frameworks essentially oblige those doing business in the EU/UK to implement robust cybersecurity standards with respect to the products and services they provide, and aspects of these laws, including breach reporting requirements, are also subject to proposed amendments under the EU’s Digital Omnibus initiative.

In the United Kingdom, cybersecurity and resilience obligations arise under, among other laws, the UK Network and Information Systems Regulations 2018 (as amended), the Product Security and Telecommunications Infrastructure Act 2022, and financial sector resilience frameworks.

The UK government has also proposed reforms to its cyber resilience regime, which may expand the scope of regulated entities and enhance incident reporting and supervisory powers.

The EU has also enacted a comprehensive law regulating the development and use of AI systems (the EU AI Act).

The EU AI Act imposes enhanced requirements on certain “high-risk” AI systems, including obligations relating to risk management, data governance, documentation, human oversight and conformity assessments, and also establishes transparency obligations that apply to a broad range of AI systems.

The EU AI Act is expected to be supplemented by implementing measures and guidance, and aspects of the framework are subject to proposed amendments under a broader AI-related legislative “Omnibus” initiative.

The timing and content of certain European Commission guidance has been delayed, creating additional uncertainty regarding implementation expectations.

Breaches of such laws could also lead to significant fines and legal claims, and allegations of breach could lead to significant investigative or defense related costs.

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Further, U.S.

states have passed or introduced legislations regulating the development and deployment or artificial intelligence and automated decision making technologies across different sectors and in some instances have passed or introduced legislations or regulations that apply across sectors.

states have passed or introduced legislations regulating the development and deployment or AI and automated decision making technologies across different sectors and in some instances have passed or introduced legislations or regulations that apply across sectors.

Our failure to comply with applicable laws and regulations, or to protect such data, could result in enforcement action against us, including significant investigatory costs, fines, imprisonment of company officials and public censure (in the most serious, criminal cases, in certain jurisdictions), claims for damages by end-customers and other affected persons and entities, damage to our reputation and loss of goodwill (both in relation to existing and prospective channel partners and end-customers), and other forms of injunctive or operations-limiting relief, any of which could have a material adverse effect on our operations, financial performance, and business.

Evolving and changing definitions of personal data and personal information, within the EU, the U.S., and elsewhere, especially relating to classification of Internet Protocol (“IP”) addresses, machine identification, location data, biometric data and other information, may limit or inhibit our ability to operate or expand our business, including limiting strategic partnerships that may involve the sharing of

We may be required to expend significant resources to modify our solutions and otherwise adapt to these changes, which we may be unable to do on commercially reasonable terms or at all, and our ability to develop new solutions and features could be limited.

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Failure to comply with governmental laws and regulations could harm our business.

Our business is subject to regulation by various federal, state, local and foreign governmental entities, including agencies responsible for monitoring and enforcing employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, anti-bribery laws, import/export controls, artificial intelligence, data privacy laws, federal securities laws, and tax laws and regulations.

Our business is subject to regulation by various federal, state, local and foreign governmental entities, including agencies responsible for monitoring and enforcing employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, anti-bribery laws, import/export controls, AI, data privacy laws, federal securities laws, and tax

laws and regulations.

In certain jurisdictions, these regulatory requirements may be more stringent than those in the U.S.

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We are also subject to laws which restrict certain hazardous substances, including lead, used in the construction of our products, such as the European Union Restriction on the Use of Hazardous Substances in electrical and electronic equipment directive.

properly label products, register as a WEEE producer, and provide for the collection, disposal and recycling of waste electronic products.

We are also subject to the European Union Directive, known as the Waste Electrical and Electronic Equipment Directive (“WEEE Directive”), which requires producers of certain electrical and electronic equipment to properly label products, register as a WEEE producer, and provide for the collection, disposal and recycling of waste electronic products.

Failure to comply with these environmental directives and other environmental laws could result in the imposition of fines and penalties, inability to sell covered products in certain countries, the loss of revenue, or subject us to third-party property damage or personal injury claims, or require us to incur investigation, remediation or engineering costs.

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We have, in the past, and may, in the future, conclude that our internal control over financial reporting is not effective.

We have identified significant deficiencies and material weakness in the past that has resulted in a restatement of certain of our financial reports.

We have identified significant deficiencies and material weaknesses in the past that has resulted in a restatement of certain of our financial reports.

If any new internal control procedures which may be adopted or our existing internal control procedures are deemed inadequate, or if we identify additional material weaknesses in our disclosure controls or internal controls over financial reporting in the future, we will be unable to assert that our internal controls are effective.

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• the ability of our Board of Directors, by majority vote, to amend the bylaws, which may allow our Board of Directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt;

from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

• advance notice procedures with which stockholders must comply to nominate candidates to our Board of Directors or not to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law.

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It could apply, however, to a suit that falls within one or more of the categories enumerated in the exclusive forum provision and asserts claims under the Securities Act of 1933, as amended, or the Securities Act, inasmuch as Section 22 of the Securities Act, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

There is uncertainty as to whether a court would enforce this provision with respect to claims under the Securities Act, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

There is uncertainty as to whether a court would enforce this provision with respect to claims under the Securities

Act, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

This choice of forum provision may limit our stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents even though an action, if successful, might benefit our stockholders.

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Alternatively, if a court were to find this provision of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could have a material adverse effect on our business, financial condition or results of operations.

Increasing attention on environmental, social and governance (“ESG”) matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks.

Companies are facing increasing attention from investors, customers, partners, consumers and other stakeholders relating to ESG matters, including environmental stewardship, social responsibility, diversity and inclusion, racial justice and workplace conduct.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.

Increasing attention on sustainability, human capital, governance and other corporate responsibility matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks.

Companies are facing increasing attention from investors, customers, partners, consumers and other stakeholders relating to sustainability, human capital and governance matters, including environmental stewardship, social responsibility and workplace conduct.

Such ratings are used by some investors to inform their investment and voting decisions.

Unfavorable ESG ratings may lead to negative investor sentiment toward the Company, which could have a negative impact on our stock price and our access to and costs of capital.

We have established corporate social responsibility programs aligned with sound environmental, social and governance principles.

Unfavorable ratings may lead to negative investor sentiment toward the Company, which could have a negative impact on our stock price and our access to and costs of capital.

We have established corporate social responsibility programs aligned with our business objectives and applicable legal and regulatory requirements.

An overview of these programs can be found on our corporate website at https://investors.A10networks.com within the “Governance - Governance Documents” section.

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Additionally, the implementation of these initiatives imposes additional costs on us.

If our ESG initiatives fail to satisfy investors, customers, partners and our other stakeholders, our reputation, our ability to sell products and services to customers, our ability to attract or retain employees, and our attractiveness as an investment, business partner or acquirer could be negatively impacted.

Similarly, our failure or perceived failure to pursue or fulfill our goals, targets and objectives or to satisfy various reporting standards within the

timelines we announce, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigation.

If our initiatives fail to satisfy investors, customers, partners and our other stakeholders, our reputation, our ability to sell products and services to customers, our ability to attract or retain employees, and our attractiveness as an investment, business partner or acquirer could be negatively impacted.

Similarly, our failure or perceived failure to pursue or fulfill our goals, targets and objectives or to satisfy various reporting standards within the timelines we announce, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigation.

Risks Related to Capitalization and Financial Markets

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Revenue resulting from selling in local currencies and costs incurred in local currencies are exposed to foreign currency exchange rate fluctuations that can affect our operating income.

The currency exchange impact of the foreign exchange rates on our net income was $2.1 million and $0.1 million favorable during the years ended December 31, 2024 and 2023, respectively.

The currency exchange impact of the foreign exchange rates on our net income was $0.3 million unfavorable during the year ended December 31, 2025.

The currency exchange impact of the foreign exchange rates on our net income was $2.1 million and $0.1 million favorable during the years ended December 31, 2024 and 2023, respectively.

As exchange rates vary, our operating income may differ from expectations.

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In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company.

The price of our common stock has been highly volatile since our initial public offering in March 2014.

The price of our common

stock has been highly volatile since our initial public offering in March 2014.

We have experienced securities class action and related derivative litigation and SEC investigations.

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A reduction in or suspension or elimination of our dividend payments could have a negative effect on our stock price.

On October 28, 2021, we announced that our Board of Directors approved a capital allocation strategy to return capital to our stockholders.

As part of this strategy, the Board began declaring quarterly cash dividends.

On October 28, 2021, we announced that our Board of Directors approved a capital allocation strategy for our stockholders.

As part of this strategy, the Board of Directors began declaring quarterly cash dividends.

The declaration, amount and timing of any cash dividends are subject to capital availability and determinations by our Board of Directors that cash dividends are in the best interest of our stockholders and are in compliance with all respective laws and our agreements applicable to the declaration and payment of cash dividends.

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There is no assurance that the existence of a stock repurchase program will result in repurchases of our common stock or enhance long term stockholder value, and repurchases, if any, could affect our stock price and increase its volatility and will diminish our cash reserves.

On October 28, 2021, we announced that our Board of Directors approved a capital allocation strategy to return capital to our stockholders.

As part of this strategy, the Company announced on November 7, 2024, that its Board of Directors had authorized a new, non-expiring stock repurchase program under which the Company may repurchase up to $50 million of its outstanding common stock.

On October 28, 2021, we announced that our Board of Directors approved a capital allocation strategy for our stockholders.

As part of this strategy, the Company announced on May 1, 2025, that its Board of Directors had authorized a new, non-expiring stock repurchase program under which the Company may repurchase up to $ 75 million of its outstanding common stock.

Under the Company’s stock repurchase programs, we may repurchase shares in the open market, privately negotiated transactions, in block trades or a combination of the foregoing.

We are not obligated under the stock repurchase program to repurchase any specific number or dollar amount of shares of common stock, and we may modify, suspend or discontinue the stock repurchase program at any time.

Our management and Board will determine the timing and

amount of any repurchase in its discretion based on a variety of factors, such as the market price of our common stock, corporate requirements, general market economic conditions and legal requirements.

Our management and Board will determine the timing and amount of any repurchase in its discretion based on a variety of factors, such as the market price of our common stock, corporate requirements, general market economic conditions and legal requirements.

The Company plans to fund repurchases from its existing cash balance and cash provided by operating activities.

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Although the stock repurchase programs are intended to enhance long term stockholder value, short-term stock price fluctuations could reduce their effectiveness.

Risks Related to Our Convertible Indebtedness

The issuance of shares of our common stock could depress the trading price of our common stock.

We have the right to elect to settle conversion of the 2030 Notes (as defined below) either entirely in cash or in combination of cash and shares of common stock.

Our election to convert the 2030 Notes into common stock may further dilute the economic and voting rights of our existing stockholders and/or reduce the market price of our common stock.

In addition, the market’s expectation that conversions may occur could depress the trading price of our common stock even in the absence of actual conversions.

Moreover, the expectation of conversions could encourage the short selling of our common stock, which

could place further downward pressure on the trading price of our common stock.

In addition, our issuance of additional shares of common stock will dilute the ownership interests of our existing common stockholders.

We may be unable to raise the funds necessary to repurchase the 2030 Notes for cash following a fundamental change or to pay the cash amounts due upon maturity or conversion of the 2030 Notes, and our future indebtedness may limit our ability to repurchase the 2030 Notes or to pay any cash amounts due upon their maturity or conversion.

Noteholders may, subject to a limited exception, require us to repurchase their 2030 Notes following a “fundamental change” (which is defined in the 2030 Notes Indenture (as defined below) to include certain change-of-control events and the delisting of our common stock) at a cash repurchase price generally equal to the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, if any.

Upon maturity of the 2030 Notes, we must pay their principal amount and accrued and unpaid interest in cash, unless they have been previously repurchased, redeemed or converted.

In addition, all conversions of the 2030 Notes will be settled into solely cash, or a combination of cash and shares of common stock.

While we expect to have sufficient cash and marketable securities to fulfill our repurchase or conversion obligations if and when due, we may not have enough available cash or be able to obtain financing at the time we are required to repurchase the 2030 Notes or pay any cash amounts due upon their maturity or conversion.

In addition, applicable law, regulatory authorities and the agreements governing our future indebtedness may restrict our ability to repurchase the 2030 Notes or to pay the cash amounts due upon their maturity or conversion.

Our failure to repurchase 2030 Notes or to pay any cash amounts due upon their maturity or conversion when required will constitute a default under the indenture governing the 2030 Notes.

A default under the 2030 Notes Indenture or the fundamental change itself could also lead to a default under agreements governing our other or future indebtedness, which may result in that other or future indebtedness becoming immediately payable in full.

If repayment of the related indebtedness were to be accelerated after an applicable notice or grace periods, we may not have sufficient funds to satisfy all amounts due under the 2030 Notes, any other indebtedness, repurchase such notes or make cash payments upon conversion of such notes, if applicable.

Provisions in the 2030 Notes Indenture could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the 2030 Notes and the 2030 Notes Indenture could make a third-party attempt to acquire us more difficult or expensive.

For example, if a takeover constitutes a fundamental change, then noteholders will have the right to require us to repurchase their 2030 Notes for cash.

In addition, if a takeover constitutes a make-whole fundamental change, then we may be required to temporarily increase the conversion rate for the 2030 Notes.

In either case, and in other cases, our obligations under the 2030 Notes and the 2030 Notes Indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable.

The conversion of 2030 Notes could impair our financial position and liquidity.

Because we must settle at least a portion of our conversion obligation for the 2030 Notes in cash, the conversion of 2030 Notes could materially and adversely affect our financial position and liquidity.

Before December 1, 2029, noteholders will have the right to convert their 2030 Notes only upon the occurrence of certain events.

From and after December 1, 2029, noteholders may convert their 2030 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

However, many of the conditions that permit the conversion of 2030 Notes before December 1, 2029 are beyond our control.

We could be required to expend a significant amount of cash to settle conversions, which could significantly harm our financial position and liquidity.

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