What changed in this filing

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Item 1A. Risk Factors

2026-02-24 compared with 2025-02-24 · 43 added, 49 removed, 258 unchanged (26% of the section changed)

23 unchanged sentences

Our sales are dependent on continued innovations in hardware, software and services by our vendor partners and the competitiveness of their offerings, and our ability to partner with new and emerging technology providers.

The technology industry is characterized by rapid innovation and the frequent introduction of new and enhanced hardware, software and services, such as cloud-based solutions and other virtual services, including SaaS, infrastructure as a service, or IaaS, platform as a service, or PaaS, device as a service, or DaaS, the internet of things, or IoT, and AI.

as a service, or IaaS, platform as a service, or PaaS, device as a service, or DaaS, the internet of things, or IoT, and AI.

We have been and will continue to be dependent on innovations in hardware, software and services, as well as the acceptance of those innovations by customers.

4 unchanged sentences

To the extent that a vendor’s offering that is in high demand is not available to us for resale in one or more customer channels, and there is not a competitive offering from another vendor that we are authorized to sell in such customer channels, our business, results of operations or cash flows could be adversely impacted.

We use artificial intelligence in our business, as do certain of our business partners, and challenges with properly managing its use could result in reputational harm, competitive harm, significant unexpected expenses and legal liability, which may adversely affect our results of operations.

Our business utilizes artificial intelligence and machine learning technologies, which are offered by third parties, to add AI-based applications to our offerings.

Our offerings utilize machine learning algorithms, predictive analytics, and other artificial intelligence technologies.

If these artificial intelligence or machine learning models are incorrectly designed, the performance of our products, services, and business, as well as our reputation, could suffer or we could incur liability through the violation of laws or contracts to which we are a party.

If we fail to deploy AI as intended, our competitors may incorporate AI technology into their products or services more successfully than we do, which may impair our ability to effectively compete in the market.

In addition, market acceptance of artificial intelligence and machine learning technologies is uncertain.

Additionally, we are making, and plan to make in the future, investments in adopting artificial intelligence and machine learning technologies across our business.

As a result, the integration of AI into our operations may not be

successful despite expending significant time and monetary resources to attempt to do so.

Our investments in deploying such technologies may be substantial and may be more expensive than anticipated.

As with many technological innovations, artificial intelligence presents risks and challenges that could affect its adoption, and therefore our business.

Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with U.S.

laws, the nature of which cannot be determined at this time.

Several jurisdictions around the globe, including Europe and certain U.S.

states, have already proposed or enacted laws governing AI.

For example, on October 30, 2023, the Biden administration issued an Executive Order to, among other things, establish extensive new standards for AI safety and security.

Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging.

These obligations may make it harder for us to conduct our business using AI, lead to regulatory fines or penalties, require us to change our product offerings or business practices, or prevent or limit our use of AI.

If we cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

Any of these factors could adversely affect our business, financial condition, and results of operations.

Substantial competition could reduce our market share and may negatively affect our business.

28 unchanged sentences

We could experience product constraints due to the failure of suppliers to accurately forecast customer demand, or to manufacture sufficient quantities of product to meet customer demand (including as a result of shortages of product components), among other reasons.

For example, a global memory (DRAM and NAND) shortage is expected in 2026.

Additionally, the relocation of key distributors utilized in our purchasing model could increase our need for, and the cost of, working capital and have an adverse effect on our business, results of operations or cash flows.

3 unchanged sentences

Other events related to international activities that could cause disruptions to our supply chain include:

● the imposition of additional trade law provisions or regulations, the adoption or expansion of trade restrictions, including new or expanded economic sanctions in response to the ongoing conflicts between Russia and Ukraine and in the Middle East;

● the imposition of additional duties, tariffs and other charges on imports and exports, including any resulting retaliatory tariffs or charges and any reductions in the production of products subject to such tariffs and charges;

6 unchanged sentences

Our services include end-to-end technical configuration services related to the design, configuration, and implementation of IT solutions as well as warranties.

In addition, we deliver and manage mission critical software, systems and network solutions for our customers.

We also offer certain services, such as asset assessment,

implementation, maintenance, and disposal services, to our customers through various third-party service providers engaged to perform these services on our behalf.

In addition, we deliver and manage mission critical software,

systems and network solutions for our customers.

We also offer certain services, such as asset assessment, implementation, maintenance, and disposal services, to our customers through various third-party service providers engaged to perform these services on our behalf.

If we or our third-party service providers fail to provide high quality services to our customers or such services result in an unplanned disruption of our customers’ businesses, this could, among other things, result in legal claims and proceedings and liability for us.

14 unchanged sentences

External factors, such as potential terrorist attacks, acts of war, geopolitical and social turmoil or epidemics and other similar outbreaks in many parts of the world, could prevent or hinder our ability to do business, increase our costs and negatively affect our stock price.

More generally, these geopolitical, social and economic conditions could result in increased volatility in the United States and worldwide in financial markets and in the economy, as well as other adverse impacts.

For example, as discussed in our prior Form 10-K and Form 10-Q filings, our operations were impacted by the COVID-19 pandemic and its related economic challenges.

If, for example, a new health epidemic or outbreak were to occur, we likely would experience broad and varied impacts, including potentially to our workforce and supply chain, with inflationary pressures and increased costs, schedule or production delays, market volatility and other financial impacts.

More generally, geopolitical, social and economic conditions could result in increased volatility in the United States and worldwide in financial markets and in the economy, as well as other adverse impacts.

For example, on February 24, 2022, Russian forces launched significant military actions against Ukraine, and sustained conflict and disruption in the region remains ongoing.

5 unchanged sentences

We acquire products for resale both directly from manufacturers and increasingly indirectly through distributors and other sources.

Although we purchase from a diverse vendor base, product purchases from Ingram Micro, Inc., TD Synnex Corporation, and Dell Inc.

accounted for approximately 25%, 23%, and 11%, respectively, of our total product purchases in 2024.

Although we purchase from a diverse vendor base, product purchases from TD Synnex Corporation, Ingram Micro, Inc., and Microsoft Corporation accounted for approximately 25%, 21%, and 13%, respectively, of our total product purchases in 2025.

No other singular vendor supplied more than 10% of our total product purchases in the year 2025.

83 unchanged sentences

Failure to pass on these cost increases to our customers or mitigate the increase in wages by increasing our operational efficiency could have a material adverse effect on our profitability and results of operations.

We face various risks related to health epidemics, pandemics and similar outbreaks, which may have material adverse effects on our business, financial position, results of operations and/or cash flows.

We face a wide variety of risks related to health epidemics, pandemics and similar outbreaks, especially of infectious diseases.

For example, the COVID-19 pandemic dramatically impacted the global health and economic environment, including millions of confirmed cases and deaths, business slowdowns or shutdowns, labor shortages, supply chain challenges, changes in government spending and requirements, regulatory challenges, inflationary pressures and market volatility.

As discussed in our prior Form 10-K and Form 10-Q filings, our operations were impacted by the COVID-19 pandemic and its related economic challenges.

However, we have worked hard to address and mitigate adverse impacts attributable to COVID-19, and we do not currently anticipate significant additional direct impacts from the pandemic itself on our operations.

Nonetheless, we cannot predict the future course of events.

If, for example, a new health epidemic or outbreak were to occur, we likely would experience broad and varied impacts, including potentially to our workforce and supply chain, with inflationary pressures and increased costs (which may or may not be fully recoverable), schedule or production delays, market volatility and other financial impacts.

If any or all of these items were to occur, we could experience adverse impacts on our overall performance, operations and financial results.

Given the tremendous uncertainties and variables, we cannot at this time predict the impact of any future health epidemics, pandemics or similar outbreaks, but any one could have a material adverse effect on our business, financial position, results of operations and/or cash flows.

Risks Related to Our Technology, Data and Intellectual Property

21 unchanged sentences

As a result, we are subject to the risk that the activities of our business partners and third-party providers may adversely affect our business even if an attack or breach does not directly impact our systems.

We use AI in our business, as do certain of our business partners, and challenges with properly managing its use could result in reputational harm, competitive harm, significant unexpected expenses and legal liability, which may adversely affect our results of operations.

Our business utilizes AI and machine learning technologies, which are offered by third parties, to add AI-based applications to our offerings.

Our offerings utilize machine learning algorithms, predictive analytics, and other AI technologies.

If these AI or machine learning models are incorrectly designed, the performance of our products, services, and business, as well as our reputation, could suffer or we could incur liability through the violation of laws or contracts to which we are a party.

In addition, market acceptance of AI and machine learning technologies is uncertain.

Additionally, we are making, and plan to make in the future, investments in adopting AI and machine learning technologies across our business.

As a result, the integration of AI into our operations may not be successful despite expending significant time and monetary resources to attempt to do so.

Our investments in deploying such technologies may be substantial and may be more expensive than anticipated.

As with many technological innovations, AI presents risks and challenges that could affect its adoption, and therefore our business.

Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with U.S.

laws, the nature of which cannot be determined at this time.

Several jurisdictions around the globe, including Europe and certain U.S.

states, have already proposed or enacted laws governing AI.

For example, on October 30, 2023, the Biden administration issued an Executive Order to, among other things, establish extensive new standards for AI safety and security.

Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging.

If we cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

Any of these factors could adversely affect our business, financial condition, and results of operations.

We are reliant on the continued development of electronic commerce and Internet infrastructure development to grow our overall sales.

We continue to have increasing levels of sales made through our e-commerce sites.

The on-line experience for our clients continues to improve, but the competitive nature of the e-commerce channel also continues to increase.

Growth of our overall sales is dependent on customers continuing to expand their on-line purchases in addition to traditional channels to purchase products and services.

We cannot accurately predict the rate at which on-line purchases will expand.

The online experience for our clients continues to improve, but the competitive nature of the e-commerce channel also continues to increase.

Growth of our overall sales is dependent on customers continuing to expand their online purchases in addition to traditional channels to purchase products and services.

We cannot accurately predict the rate at which online purchases will expand.

Our success in growing our Internet business will depend in large part upon our development of an increasingly sophisticated e-commerce experience and infrastructure.

1 unchanged sentence

We will continue to iterate our website features, but we cannot predict future trends and required functionality or our adoption rate for customer preferences.

As the number of on-line users continues to grow, such growth may impact the performance of our existing Internet infrastructure, which would adversely impact our business.

As the number of online users continues to grow, such growth may impact the performance of our existing Internet infrastructure, which would adversely impact our business.

We could experience Internet and other system failures which would interfere with our ability to process orders.

We depend on the accuracy and proper use of our management information systems, including our telephone system.

Many of our key functions depend on the quality and effective utilization of the information generated by our management information systems, including:

● our ability to purchase, sell, and ship products efficiently and on a timely basis;

● our ability to manage inventory and accounts receivable collection;

● our ability to maintain our operations.

Many of our key functions depend on the quality and effective utilization of the information generated by our management information systems, including our ability to:

● purchase, sell, and ship products efficiently and on a timely basis;

● manage inventory and accounts receivable collection;

● maintain our operations.

Our management information systems require continual upgrades to effectively manage our operations and customer database.

resulting from extreme weather and natural disasters, as well as power loss, telecommunications failure, or similar events, would substantially hinder our ability to process customer orders and thus could have a material adverse effect on our business.

Although we maintain some redundant systems, with full data backup, a significant component of our computer and telecommunications hardware is located in a single facility in New Hampshire, and a substantial interruption in our management information systems or in our telephone communication systems, including those resulting from extreme weather and natural disasters, as well as power loss, telecommunications failure, or similar events, would substantially hinder our ability to process customer orders and thus could have a material adverse effect on our business.

Privacy concerns with respect to list development and maintenance may materially adversely affect our business.

17 unchanged sentences

Government contracting is a highly regulated area.

Noncompliance with government procurement regulations or contract provisions could result in civil, criminal, and administrative liability, including substantial monetary fines or damages, termination of government contracts, and suspension, debarment, or ineligibility from doing business with the government.

Noncompliance with government procurement regulations or contract provisions could result in civil, criminal, and administrative liability, including substantial monetary fines or damages,

termination of government contracts, and suspension, debarment, or ineligibility from doing business with the government.

Our current arrangements with these government agencies allow them to cancel orders with little or no notice and do not require them to purchase products from us in the future.

23 unchanged sentences

Patricia Gallup, our principal stockholder, beneficially owned or controlled, in the aggregate, approximately 55% of the outstanding shares of our common stock as of December 31, 2025.

Because of her beneficial stock ownership, the stockholder can continue to elect the members of the Board of Directors and decide all matters requiring stockholder approval at a meeting or by a written consent in lieu of a meeting.

Because of her beneficial stock ownership, the

stockholder can continue to elect the members of the Board of Directors and decide all matters requiring stockholder approval at a meeting or by a written consent in lieu of a meeting.

Similarly, such stockholder can control decisions to adopt, amend, or repeal our charter and our bylaws, or take other actions requiring the vote or consent of our stockholders and prevent a takeover of us by one or more third parties, or sell or otherwise transfer their stock to a third party, which could deprive our stockholders of a control premium that might otherwise be realized by her in connection with an acquisition of our Company.

1 unchanged sentence

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