What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-28 · 49 added, 47 removed, 343 unchanged (22% of the section changed)

8 unchanged sentences

Risks Related to Our Business

Our success depends on our technology partners.

In particular, our technical advantages are highly dependent on our partnership with Microsoft and other major software providers.

Should Microsoft or these other providers acquire competitors that heavily overlap with our capabilities, or develop competing features, we may lose customer acquisition momentum and fail to secure renewals or growth targets.

The significant majority of our customers choose to integrate their products and services with, or as an enhancement of, third-party solutions such as infrastructure, platforms or applications, in particular from Microsoft.

The functionality and popularity of our products and services depend largely on our ability to integrate our platform with third-party solutions, in particular Microsoft’s Azure, SharePoint, and Office 365.

We are dependent on technology partner solutions for several major categories of our offerings, including data management, migration, governance, protection and backup.

As a result, our customers’ satisfaction with our products are highly dependent on their perception of, and satisfaction with, our third-party providers and their respective offerings.

We will continue to depend on various third-party relationships to sustain and grow our business.

Third-party providers may change the features of their solutions, alter their governing terms, or end the solutions’ availability altogether.

They may restrict our ability to add, customize or integrate systems, functionality and customer experiences.

Any such changes could limit or terminate our ability to use these third-party solutions and provide our customers with the full range of our products and services.

Our business would be negatively impacted if we fail to retain these relationships for any reason, including due to third parties’ failure to support or secure their technology or integrations;

errors, bugs, or defects in their technology;

or changes in our products and services.

Our success depends, in part, on our technology partners.

In particular, a portion of our technology works interactively with major software providers.

Should any of these providers change the features of their solutions, suffer disruptions, performance issues, or cybersecurity incidents, or should we fail to retain these relationships, our customer relationships, reputation, business and results of operations could be negatively affected.

The majority of our customers choose to integrate their products and services with, or as an enhancement of, third-party solutions, and the functionality and popularity of our products and services depend largely on our ability to integrate our platform with third-party solutions.

Many of our products work interactively with partner solutions, and, as a result, our customers' satisfaction with our products is, to some extent, contingent on their perception of, and satisfaction with, our third-party providers and their respective offerings.

Third-party providers may change the features of their solutions.

Any such changes could limit our ability to use these third-party solutions and provide our customers with the full range of our products and services, and our business could be negatively impacted if we fail to retain these relationships.

Any such failure, as well as a prolonged disruption, a cybersecurity event or any other negative event affecting our third-party providers and leading to customer dissatisfaction, could harm our relationship with our customers, our reputation and brand, our revenue, our business, and our results of operations.

Strategic technology partners and third parties may not be successful in building integrations, co-marketing our products and services to provide significant volume and quality of lead referrals or continue to work with us as their respective products evolve.

Identifying, negotiating and documenting relationships with additional strategic technology partners require significant resources.

Integrating third-party technology can be complex, costly and time-consuming.

Third parties may be unwilling to build integrations.

We may be required to devote additional resources to develop integrations for our own products.

Strategic technology partners or providers of solutions with which we have integrations may decide to compete with us or enter into arrangements with our competitors, resulting in such partners or providers withdrawing support for our integrations.

Our agreements with our partners are generally non-exclusive, meaning our partners may offer products from several different companies to their customers.

Specifically, Microsoft and other major platform providers could end partnerships, cease marketing our offerings, with limited or no notice and with little or no penalty, or decide to purchase strong competition, or incorporate our capabilities into native solutions.

Any of these developments would negatively impact our business.

Microsoft and other cloud platform providers may furthermore introduce functionality that competes with our products and services, as a result of an acquisition, or their own development.

Additionally, we rely heavily on our early access to preview Microsoft technology, which enables our product strategy and development teams to anticipate future opportunities as well as validate our current direction.

In situations where Microsoft introduces competitive features to our products, including a Microsoft premium option, some customers will choose a simpler first-party solution to their problem, even at a greater cost to them.

Microsoft and other cloud providers may also choose to make it difficult for third party providers like us to continue making the necessary application programming interface (“ API ”) calls to provide their solutions, as illustrated by an increase in API “throttling” in recent years or API quotas provided by Salesforce.

Although we typically receive significant advance notice of new product releases from Microsoft, Microsoft does not always preview their technology with us or other partners and, as a result, it is possible that we may not receive advance notice of changes in features and functionality of new technologies with which our products will need to interoperate.

If this was to happen, there could be an increased risk of product incompatibility.

Any failure of our products and services to operate effectively with solutions could result in customer dissatisfaction and harm to our business, and could reduce the demand for our products and services.

If we are unable to respond to these changes or failures in a cost-effective manner, our products and services may become less marketable, less competitive, or obsolete, and the results of our operations may be negatively impacted.

We have a strategic technology partnership with Microsoft for the collaboration to co-sell and co-market our products and services to new customers.

If our relationships with our strategic technology partners, such as Microsoft, are disrupted or if the co-sell and co-market program was ended for any reason, we may receive less revenue and incur costs to form other revenue-generating strategic technology partnerships.

We have experienced strong growth in recent periods, and our recent growth rates may not be indicative of our future growth.

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This could result in customer dissatisfaction, damage to our reputation, loss of customers, limited growth, and reduction in revenue.

We currently serve the majority of our SaaS offerings from third-party data center hosting facilities in different geographical locations that are operated by Microsoft.

Our products and services, in particular SaaS offerings, are deployed to multiple data centers within these geographies, with additional geographies available for disaster recovery.

Our operations depend, in part, on our third-party providers’ protection of these facilities from natural disasters, power or telecommunications failures, criminal acts, or similar events.

We deliver the AvePoint Confidence Platform and our related cloud services through cloud-hosted infrastructure operated by third-party hyperscaler cloud providers.

Our platform services are deployed across multiple geographically distributed data centers and regions, and may be hosted in environments operated by GCP, Azure, and AWS to support customer requirements for performance, resilience, and data residency.

We deploy our services across multiple data centers within key geographies and maintain additional regional capacity to support disaster recovery and business continuity.

Our operations depend in part on these third-party cloud providers to maintain the availability, security, and physical protection of their facilities and underlying networks from natural disasters, power or telecommunications failures, criminal acts, cyber incidents, and other disruptive events.

If any third-party facility's arrangement is terminated, or our service lapses, we could experience interruptions in our platform latency, as well as delays and additional expenses in arranging new facilities and services.

A significant portion of our operating costs are from our third-party data hosting and transmission services.

If the costs for such services increase due to vendor consolidation, regulation, contract renegotiation or otherwise, we may not be able to increase the fees for our products and services to cover the changes.

As a result, our operating results may be significantly worse than forecasted.

25 unchanged sentences

Any of the above circumstances or events may harm our reputation, cause customers to terminate their agreements with us, impair our ability to grow our customer base, subject us to financial liabilities, and otherwise harm our business, results of operations, and financial condition.

International trade policies, including tariffs, sanctions, and trade barriers, may adversely affect our business, financial condition, results of operations, and prospects.

In recent months, markets, businesses, and consumers have reacted adversely to volatility and uncertainty in international trade policies.

Among other things, significant and new tariffs, sanctions, and trade barriers have been imposed and modified, impacting a broad range of raw materials, goods and international trade.

Although our current business model is not directly reliant on the import or export of physical goods, tariffs or other trade policies may indirectly adversely impact our business.

For example, any future tariffs on software as a service could make our products more expensive, decrease our profitability or lessen demand for our products.

Additionally, any of our customers affected by current or future tariffs may find themselves in an expense-reducing environment and not renew or reduce a contract with us upon renewal.

While we continue to monitor trade developments, the ultimate impact of these risks remains uncertain and any prolonged economic downturn, escalation in trade tensions, or deterioration in international perception of U.S.-based companies could materially and adversely affect our business, financial condition, results of operations, and prospects.

Risks Related to Our Operations and Financial Condition

47 unchanged sentences

Unexpected changes in laws, regulatory requirements, taxes, or trade laws;

More stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe;

More stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe, including the GDPR, the EU Data Act, and the EU AI Act;

Differing labor regulations, especially in Europe, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;

Challenges inherent in efficiently managing an increased number of employees over large geographic distances (including in a work-from-home environment), including the need to implement appropriate systems, policies, benefits, and compliance programs;

Challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs;

Difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems;

5 unchanged sentences

Political instability or terrorist activities;

Exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S.

Foreign Corrupt Practices Act of 1977, as amended (the “ FCPA ”), the U.S.

Exposure to liabilities under anti-corruption and anti-money laundering laws, including the FCPA, the U.S.

domestic bribery statute contained in 18 U.S.C.

13 unchanged sentences

If we invest substantial time and resources to expand our international operations and is unable to do so successfully, our business and operating results will suffer.

We are exposed to fluctuations in currency exchange rates, which could negatively our revenue and earnings.

We are exposed to fluctuations in currency exchange rates, which could negatively affect our revenue and earnings.

We conduct a significant number of transactions and hold cash in currencies other than the U.S.

32 unchanged sentences

In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem.

Risks Related to our Common Stock

Transfer between our common stock traded on the SGX-ST and our common stock traded on Nasdaq may adversely affect the liquidity and/or trading price of each other and price variations may occur between these two markets.

Our common stock is currently traded on Nasdaq and the Main Board of Singapore Exchange Securities Trading Limited (the “ SGX-ST ”).

Subject to compliance with U.S.

securities laws and procedures of The Central Depository (Pte) Limited (“ CDP ”) holders of our common stock may use CDP’s procedures for cross border securities transfers via The Depository Trust Company to transfer common stock traded on the SGX-ST to Nasdaq.

Any holder of common stock traded on Nasdaq may also transfer such interests for trading on the SGX-ST.

In the event that a substantial number of shares of common stock are exchanged between these markets, the liquidity and trading price of our common stock on the SGX-ST and common stock on Nasdaq may be adversely affected.

Additionally, trading in our common stock on these markets will be made in different currencies and take place at different times (resulting from different time zones, different trading days and different public holidays in the United States and Singapore).

The trading prices of our common stock on these two markets may differ due to these and other factors.

Any decrease in the price of our common stock on one of these markets could cause a decrease in the trading price of our common stock on the other market.

On the other hand, investors could also seek to sell or buy our common stock to take advantage of any price differences between the markets through a practice referred to as arbitrage.

Any arbitrage activity could create unexpected volatility in the trading price of our common stock.

The time required for the transfer between our common stock traded on the SGX-ST and our common stock traded on Nasdaq might be longer than expected and investors might not be able to settle or effect any sale of their securities during this period, and the transfer involves costs.

There is no direct trading or settlement between Nasdaq and the SGX-ST.

CDP both acts as central depositary for the SGX-ST and is a DTC participant and facilitates settlement between the two markets via its procedures for cross border securities transfers via DTC.

In addition, the time differences between Singapore and New York, unforeseen market circumstances, temporary closure of the facilities offered by CDP for cross border securities transfers via DTC, the procedures of a stockholder’s brokers in Singapore and/or the United States, or other factors may delay the transfer of common stock from trading on the SGX-ST to Nasdaq (and vice versa).

Investors will be prevented from settling or effecting the sale of their securities during such periods of delay.

In addition, there is no assurance that any transfer of common stock from trading on the SGX-ST to Nasdaq (and vice versa) will be completed in accordance with the timelines that stockholders may anticipate.

Furthermore, CDP and other DTC participants are entitled to charge holders fees for cross border securities transfers via DTC.

Brokers in Singapore and/or the United States may charge additional fees.

As a result, stockholders who transfer common stock from the SGX-ST to Nasdaq (and vice versa) may not achieve the anticipated level of economic return.

Risks Related to Data Privacy and Cybersecurity

12 unchanged sentences

We have security measures in place designed to protect us and our customers’ confidential and sensitive information and prevent data loss, but such measures cannot provide absolute security and may not be effective to prevent a security breach, including as a result of employee error, theft, misuse or malfeasance, third-party actions, unintentional events or deliberate attacks by cyber criminals, any of which may result in someone obtaining unauthorized access to our customers’ data, our data, our intellectual property and/or other confidential or sensitive business information.

Importantly, the scope of our internal information controls and security measures is limited to the scope of our information security management system (“

Importantly, the scope of our internal information controls and security measures is limited to the scope of our information security management system (“ ISMS ”).

All of the legal entities (and each of their respective employees) within our global corporate structure are contractually bound to the ISMS, but failure by any of our subsidiaries or affiliates (or employees thereof) to abide by the terms and conditions imposed by our ISMS could result in increased vulnerabilities, decreased integrity of our assets, and ultimately, liability, loss of business, and loss of customer confidence.

3 unchanged sentences

We are taking further steps to assess globally managed departmental systems to ensure ISMS standards are maintained.

Based on the results of that analysis, if, as, and when necessary, we will subsequently implement a remediation plan that will include tools, training, and education to ensure (A) repeatable procedures are being implemented that protect the confidentiality, availability, and integrity of assets from threats and vulnerabilities in accordance with the ISMA standards and protocols, and (B) that vulnerability testing is being performed, measured, and documented across our global operations landscape.

Based on the results of that analysis, if, as, and when necessary, we will subsequently implement a remediation plan that will include tools, training, and education to ensure (A) repeatable procedures are being implemented that protect the confidentiality, availability, and integrity of assets from threats and vulnerabilities in accordance with the ISMS standards and protocols, and (B) that vulnerability testing is being performed, measured, and documented across our global operations landscape.

Outside of the ISMS and the internal security measures and data protections we have developed (and continue to improve), third parties may attempt to fraudulently induce employees, contractors or users to disclose information, including user names and passwords, to gain access to our customers’ data, our data or other confidential or sensitive information, and we may be the target of email scams that attempt to acquire personal information or our assets.

1 unchanged sentence

We devote significant financial and personnel resources to implement and maintain security measures;

however, such resources may not be sufficient, and as cyber-security threats develop, evolve and grow more complex over time, it may be necessary to make significant further investments to protect our data and infrastructure.

however, such resources may not be sufficient, and as cybersecurity threats develop, evolve and grow more complex over time, it may be necessary to make significant further investments to protect our data and infrastructure.

If our security measures are compromised as a result of third-party action, employee or customer error, malfeasance, stolen or fraudulently obtained log-in credentials, or otherwise, our reputation and business could be damaged and we could incur significant liability.

73 unchanged sentences

We are required, pursuant to Section 404 of SOX, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of December 31, 2025.

This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, including the existing material weakness, if not remediated.

This assessment is required to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, including any existing material weakness, if not remediated.

We are also required to disclose changes made in our internal control and procedures on a quarterly basis.

1 unchanged sentence

Additionally, the existence of any material weakness, or any significant deficiency requires management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner.

The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause shareholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and stock price.

The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and stock price.

Items 1B and 1C

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