−Removed: The Risk Factors identified in our Annual Report on Form 10-K for the year ended December 31, 2024 continue to represent the most significant risks to the Company’s future results of operations and financial conditions except for the updated risk factor set forth below.
−Removed: wind energy industry is significantly impacted by tax and other economic incentives.
−Removed: Recent changes in these incentives could significantly impact our results of operations and growth.
−Removed: We sell towers to wind turbine manufacturers who supply wind energy generation facilities.
−Removed: wind energy industry is significantly impacted by federal tax incentives and state Renewable Portfolio Standards (“RPSs”).
−Removed: Despite recent reductions in the cost of wind energy, due to variability in wind quality and consistency, and other regional differences, wind energy may not be economically viable in certain parts of the country absent such incentives.
−Removed: These programs have provided material incentives to develop wind energy generation facilities and thereby impact the demand for our products.
−Removed: The increased demand for our products that generally results from the credits and incentives could be impacted by the expiration or curtailment of these programs.
−Removed: The One Big Beautiful Bill Act (the “OBBBA”), which was signed into law on July 4, 2025, significantly shortens the eligibility windows for certain of these federal tax incentives.
−Removed: The expedited phase out of the production tax credit (“PTC”) for new wind energy projects, investment tax credit (“ITC”) created for offshore wind projects, and the AMP credits could have a material adverse impact on our business, results of operations, financial performance and future development efforts.
−Removed: The PTC provides a supplemental payment based on electricity produced from each qualifying wind turbine.
−Removed: Legislative support for the PTC has been intermittent since its introduction in 1992, which has caused volatility in the demand for new wind energy projects.
−Removed: The Consolidated Appropriations Act of 2021 (“COVID IV”) was signed into law on December 27, 2020.
−Removed: As part of COVID IV, the PTC was extended for an additional year, allowing for a 60% credit for projects that start construction by the end of 2021.
−Removed: In order to benefit from the PTC, qualifying projects must either be completed within four years from their start of construction, or the developer must demonstrate that its projects are in continuous construction between start of construction and completion.
−Removed: The PTC tax benefits are available for the first ten years of operation of a wind energy facility, and also apply to significant redevelopment of existing wind energy facilities.
−Removed: Included in COVID IV is the addition of a new 30% ITC created for offshore wind projects that start construction by the end of 2025.
−Removed: The provision will be retroactively applied to projects that started production in 2016.
−Removed: On August 16, 2022, the IRA was enacted to reduce inflation and promote clean energy in the United States.
−Removed: The IRA modified and extended the PTC until the later of 2032 or when greenhouse gas emissions have been reduced by 75% compared to 2022.
−Removed: It provides for tax credits up to a maximum of 30%, adjusted for inflation annually, for electricity generated from qualified renewable energy sources where taxpayers meet prevailing wage standards and employ a sufficient proportion of qualified apprentices from registered apprenticeship programs.
−Removed: It also provides a bonus credit for qualifying clean energy production in energy communities.
−Removed: Under the OBBBA, wind projects that begin construction after July 4, 2026, must be placed in service by December 31, 2027, to qualify for the PTC or the ITC.
−Removed: Any wind project that begins construction after July 4, 2026, and is not placed in service by December 31, 2027, will not qualify for the PTC or the ITC.
−Removed: Wind projects that begin construction prior to July 4, 2026 may take advantage of the four-year construction safe harbor provision in COVID IV.
−Removed: In addition, the PTC and ITC will not be available for wind projects that are owned by, or receive material assistance from, entities from covered nations, including China, Iran, North Korean or Russia.
−Removed: The PTC and ITC also face heightened compliance requirements under executive orders issued alongside the OBBBA.
−Removed: These executive orders instruct the U.S.
−Removed: Treasury Department to issue stricter guidance and oversight regarding qualification standards, including the “beginning of construction” tests.
−Removed: These changes to the PTC and the ITC may lead to a decrease in the number of new wind projects, which could have a material adverse effect on our business.
−Removed: The IRA also includes AMP credits for manufacturers of eligible components, including wind and solar components.
−Removed: Under the IRA, manufacturers qualified for the AMP credits based on the electricity output for each component produced and sold in the US starting in 2023 through 2032.
−Removed: The OBBBA eliminates the AMP credits for wind components produced and sold after December 31, 2027.
−Removed: The credit amount varies based on the eligible component, which includes solar components, wind energy components, inverters, qualifying battery components, and critical minerals.
−Removed: Tower manufacturers are eligible for credits of $0.03 per watt for applicable components produced.
−Removed: Manufacturers can elect a direct pay option where they can receive a payment equal to the full value of the tax credits from the Internal Revenue Service anytime during the ten-year period.
−Removed: That election lasts for five years, after which the AMP credits can be used against tax obligations or transferred to third parties in exchange for cash.
−Removed: We expect certain financial benefits as a result of tax incentives provided by the IRA.
−Removed: If these expected financial benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected.
−Removed: The OBBBA significantly shortened the time period in which we could benefit from the AMP credits, which could have a material adverse effect on our business in the near term.
−Removed: Any further modifications to the AMP credits or its effects arising, for example, through (i) technical guidance and regulations from the IRS and U.S.
−Removed: Treasury Department, (ii) subsequent amendments to or interpretations of the law, and/or (iii) future laws or regulations rendering certain provisions of the IRA less effective or ineffective, in whole or in part, could result in material adverse changes to the benefits we have recognized and expect to recognize.
−Removed: Several significant administrative law cases were decided by the U.S.
−Removed: Supreme Court in 2024, most notably Loper Bright Enterprises V.
−Removed: In Loper Bright, the U.S.
−Removed: Supreme Court held that the U.S.
−Removed: Administrative Procedure Act requires that courts exercise their independent judgment when deciding whether a federal agency has acted within its statutory authority, and not to defer to an agency interpretation solely because a statute is ambiguous.
−Removed: These decisions may result in additional legal challenges to regulations and guidance issued by federal regulatory agencies, including the IRS, which the Company relies on and intends to rely on in the future.
−Removed: Successful challenges of certain regulations, any increased regulatory uncertainty, or delays or other impacts to the federal agency rulemaking process could adversely impact our business and operations.
−Removed: RPSs generally require or encourage state regulated electric utilities to supply a certain proportion of electricity from renewable energy sources or to devote a certain portion of their plant capacity to renewable energy generation.
−Removed: Typically, utilities comply with such standards by qualifying for renewable energy credits evidencing the share of electricity that was produced from renewable sources.
−Removed: Under many state standards, these renewable energy credits can be unbundled from their associated energy and traded in a market system, allowing generators with insufficient credits to meet their applicable state mandate.
−Removed: These standards have spurred significant growth in the wind energy industry and a corresponding increase in the demand for our products.
−Removed: Currently, the majority of states have RPSs in place and certain states have voluntary utility commitments to supply a specific percentage of their electricity from renewable sources.
−Removed: The enactment of RPSs in additional states or any changes to existing RPSs (including changes due to the failure to extend or renew the federal incentives described above), or the enactment of a federal RPS or imposition of other greenhouse gas regulations, may impact the demand for our products.
−Removed: We cannot assure that government support for renewable energy will continue including any assurance regarding the adoption of any of the clean energy provisions of former President Biden’s Build Back Better agenda.
−Removed: The elimination of, or reduction in, state or federal government policies that support renewable energy could have a material adverse impact on our business, results of operations, financial performance and future development efforts.
−Removed: Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Defaults Upon Senior Securities
−Removed: Mine Safety Disclosures
−Removed: Not Applicable.
+Added: The Risk Factors identified in our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the period ended June 30, 2025 continue to represent the most significant risks to the Company’s future results of operations and financial conditions.
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.