What changed in this filing

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Item 1A. Risk Factors

2026-03-11 compared with 2025-03-05 · 40 added, 19 removed, 342 unchanged (15% of the section changed)

37 unchanged sentences

Changes of administration in the U.S.

federal government may affect our business in a manner that currently cannot be reliably predicted, especially given the potentially significant changes to various laws and regulations that affect us.

These uncertainties may include changes in laws and policies in areas such as corporate taxation, taxation and tariffs on imports of internationally sourced products, international trade including trade treaties such as the United States-Mexico-Canada Agreement, environmental protection and workplace safety laws, labor and employment law, immigration and health care.

For example, President Trump has indicated that his administration is likely to impose significant tariffs on imported goods.

The imposition of such tariffs may strain international trade relations or impact costs of raw materials.

Additionally, an advisory commission, the “Department of Government Efficiency” was announced to reform federal government processes and reduce expenditures.

For example, during 2025, President Trump's administration has imposed significant tariffs on goods imported into the United States from many countries around the world.

The imposition of such tariffs has strained and may continue to strain international trade relations and has impacted and may continue to impact the costs of raw materials.

Pressures on and uncertainty surrounding the U.S.

federal government’s budget, and potential change in budgetary priorities could adversely affect individual programs and delay purchasing or payment decisions by certain of our customers.

federal government’s budget, and potential change in budgetary priorities could adversely affect individual programs including programs that incentivize the development of wind power generation capacity, and may delay purchasing or payment decisions by certain of our customers.

All of these uncertainties may individually or in the aggregate materially and adversely affect our business, results of operations or financial condition.

12 unchanged sentences

In November 2022, a four-year collective bargaining agreement was ratified by the collective bargaining union in our Neville Island facility and will remain in effect through October 2026.

A four-year collective bargaining agreement in regard to the Cicero, Illinois facility was negotiated in February 2022, and is expected to remain in effect through February 2026.

On March 6, 2026, we agreed to a new four-year collective bargaining agreement with the union representing the workforce at our Cicero, Illinois facility replacing a previous agreement.

The new four-year collective bargaining agreement is expected to remain in effect through February 2030.

Any failure to negotiate and conclude a new collective bargaining agreement with a union when the applicable agreement expires could result in strikes, boycotts, or other labor disruptions.

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See Item 1C of this Form 10-K, “Cybersecurity,” for more information on our cybersecurity risk management and governance.

Recent increases in inflation and interest rates in the United States and elsewhere could adversely affect our business.

Recent increases in inflation and high interest rates in the United States and elsewhere could adversely affect our business.

We are exposed to fluctuations in inflation and interest rates, which could negatively affect our business, financial condition and results of operations.

3 unchanged sentences

Certain government agencies, including the U.S.

Treasury, have previously implemented and may implement policies that have resulted and may continue to result in significantly increased interest rates and borrowing costs.

Recent increases in interest rates will result in increased interest expense to the extent we cannot limit our debt balances.

A severe or prolonged economic downturn, whether due to inflationary pressures, increased interest rates, or otherwise, could result in a variety of risks to our business, including weakened demand for our products.

Treasury, have previously implemented and may implement policies that have resulted and continue to result in historically high interest rates and borrowing costs.

Even though the Federal Funds Effective Rate was cut on multiple occasions during 2025, the cuts were relatively small and interest rates remain relatively high on a historical basis.

These relatively high interest rates may continue to result in significant interest expense to the extent we cannot limit our debt balances.

A severe or prolonged economic downturn, whether due to inflationary pressures, historically high interest rates, or otherwise, could result in a variety of risks to our business, including weakened demand for our products.

RISKS RELATED TO OUR INDUSTRIES

21 unchanged sentences

Our businesses are subject to risks associated with competition from new or existing industry participants who may have more resources and better access to capital.

Certain of our competitors and potential competitors may have substantially greater financial resources, customer support, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry than we do.

Certain of our competitors and potential competitors may have substantially greater financial resources, customer support, technical, market intelligence and marketing resources, faster and more effective adoption of new technologies including artificial intelligence and machine learning, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry than we do.

Among other things, these industry participants compete with us based upon price, quality, location and available capacity.

4 unchanged sentences

We continue to seek to strategically diversify and grow the business to improve operational efficiency and meet customer demand.

Our diversification efforts into natural gas turbine power generation (also known as aeroderivatives), defense, mining, precision machining, O&G and other power generation markets may require additional investments in personnel, equipment and operational infrastructure.

Our diversification efforts into natural gas turbine power generation, defense, mining, precision machining, O&G and other power generation markets may require additional investments in personnel, equipment and operational infrastructure.

Moreover, although we have historically participated in most of these lines of business, there is no assurance that we will be able to grow our presence in these markets at a rate sufficient to compensate for a potentially weaker wind energy market.

113 unchanged sentences

The Rights Plan is intended to deter any person or group from being or becoming the beneficial owner of 4.9% or more of our common stock and thereby triggering a further limitation of our available NOL carryforwards.

On February 3, 2025, the Board approved an amendment which included an extension of the Rights Plan for an additional three years.

The amendment is subject to approval by our stockholders at our 2025 Annual Meeting of Stockholders.

See Note 15, “Income Taxes” of our consolidated financial statements for further discussion of our Rights Plan.

There can be no assurance that the Rights Plan will be effective in protecting our NOL carryforwards or that it will be approved by our stockholders at our 2025 Annual Meeting of Stockholders.

There can be no assurance that the Rights Plan will be effective in protecting our NOL carryforwards.

Additionally, because the Rights Plan subjects any person that acquires 4.9% of our common stock without the Board’s permission to significant dilution, it could make it harder for a third party to acquire us without the consent of the Board.

In particular, the Rights Plan may deter a third party from completing or even initiating an acquisition of the Company, which may prevent stockholders from realizing a control premium from a potential acquirer, or from otherwise maximizing stockholder value.

We cannot predict the risks associated with the implementation and use of artificial intelligence and related technologies.

We may, now and in the future, use artificial intelligence, generative artificial intelligence, or related technologies (collectively, “Artificial Intelligence”).

However, the implementation and use of Artificial Intelligence could present various risks and uncertainties to our business and there is no assurance that using such Artificial Intelligence will produce the desired results.

If we are unable to effectively adopt new technologies including Artificial Intelligence and data analytics to develop new commercial insights and improve operating efficiencies, our competitors could more effectively adopt these technologies, develop better products, faster and at a lower cost, negatively impacting our sales outcomes and profitability.

The risks and uncertainties related to the use of Artificial Intelligence include, but are not limited to, concerns around privacy, security, intellectual property, and ethics, and if the Artificial Intelligence technologies that we use (or create) turn out to be controversial or otherwise flawed, we could face competitive, brand, or reputational harm, legal liability, regulatory action, or other adverse impacts on our business.

As the regulatory framework surrounding Artificial Intelligence evolves, it is possible that new laws or regulations will be adopted both within the United States and in non-U.S.

jurisdictions, or that existing laws and regulations may be interpreted in ways that could affect the ways in which we might use Artificial Intelligence.

Since these technologies are rapidly and constantly evolving and extremely complex, we cannot predict all of the business and legal risks that may arise from our use of such technologies, any of which could adversely affect our business, financial condition, and results of operations.

INTELLECTUAL PROPERTY RISKS

38 unchanged sentences

On August 16, 2022, the IRA was enacted to reduce inflation and promote clean energy in the United States.

The IRA modifies and extends the PTC until the later of 2032 or when greenhouse gas emissions have been reduced by 75% compared to 2022.

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.

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.

It also provides a bonus credit for qualifying clean energy production in energy communities.

Under the OBBBA, enacted on July 4, 2025, 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.

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.

The PTC and ITC drive demand for new wind projects by providing financial incentives to developers.

The IRA also includes AMP credits for manufacturers of eligible components, including wind and solar components.

Manufacturers qualify for the AMP credits based on the electricity output for each component produced and sold in the US starting in 2023 through 2032.

The OBBBA eliminates the credit for components produced and sold after 2027.

The credit amount varies based on the eligible component, which includes solar components, wind energy components, inverters, qualifying battery components, and critical minerals.

6 unchanged sentences

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.

The OBBBA also introduced new restrictions on foreign supply chains and foreign owners or investors in tax-credit-supported facilities, referred to as “Prohibited Foreign Entity” or “PFE” restrictions.

Taxpayers cannot claim AMP credits in taxable years beginning after enactment of the OBBBA if they are prohibited foreign entities (which are generally entities that are formed in or controlled by covered nations, including China, Russia, Iran, and North Korea, as well as entities determined to be under effective control as a result of contracts entered into with such entities).

AMP credits are also disallowed in taxable years beginning after enactment of the OBBBA for eligible components that receive material assistance from a PFE.

These restrictions generally took effect on January 1, 2026, and the Treasury Department is required to issue final regulations implementing them by December 31, 2026.

On February 12, 2026, the Treasury Department released interim guidance that further clarified methods for calculating material assistance and included a request for comments by March 30.

We cannot predict with certainty what the final guidance, or any other future guidance, will provide, or how it will impact the potential impact for our AMP credits claimed in 2026 and future years.

Several significant administrative law cases were decided by the U.S.

19 unchanged sentences

Additionally, the existence of government subsidies available to our competitors in certain countries may affect our ability to compete on a price basis.

Additionally, the war in Ukraine has led to economic sanctions imposed against Russia by the U.S.

In August 2025, the United States Department of Commerce Bureau of Industry and Security commenced a Section 232 investigation under the authority of the Trade Expansion Act of 1962, as amended, for the purpose of determining the effect of imports of wind turbines and their parts and components on the national security.

The Trump administration has significantly increased the use of these types of investigations throughout 2025 and based on the results of such investigations in other industries, the administration has taken trade actions to limit imports of or impose protective tariffs on the import of the goods subject to the investigation.

We do not know what the results of the current investigation will be, nor the range of trade actions the administration might impose on the wind turbine imports.

Imposition of import restrictions or tariffs on the import of wind turbines, their parts and components could cause shortages or increased costs for those goods, which may negatively impact our customers, the wind industry generally and may negatively impact our sales and profitability of those sales.

Additionally, the ongoing war in Ukraine has led to economic sanctions imposed against Russia by the U.S.

and certain European nations, including a prohibition on doing business with certain Russian companies which may have led to, or may lead to, certain retaliatory trade restrictions from Russia.

Such sanctions may impact companies in many sectors and has lead to volatility of prices in the global energy industry and disruption and volatility in the U.S.

Such sanctions may impact companies in many sectors and has led to volatility of prices in the global energy industry and disruption and volatility in the U.S.

and global markets.

1 unchanged sentence

The extent and duration of the war and extent and strength of the sanctions are still developing, and the corresponding effect on the Company remains uncertain.

Certain other geopolitical conflicts, including the war between Israel and Hamas has also lead to material disruptions to certain supply chains and volatility in prices.

Certain other geopolitical events, including the war between Israel and Hamas as well as the recent the political, economic, and social instability in both Venezuela and Iran could lead to material disruptions to certain supply chains and volatility in prices for the inputs to our manufacturing process and the resulting prices we charge to our customers.

We could incur substantial costs to comply with environmental, health and safety (“EHS”) laws and regulations and to address violations of or liabilities under these requirements.

24 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-K

Item 1A. Risk Factors