What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-03-03 · 80 added, 64 removed, 513 unchanged (22% of the section changed)

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Risks Related to our Business and Operations:

• The success of our business largely depends on activity levels in the oil and natural gas industry, which can be affected by the amount and volatility of oil and natural gas prices.

• The success of our business largely depends on activity levels in the oil and natural gas industry, which can be affected by the volatility of oil and natural gas prices.

• The markets in which we operate are highly competitive, including some companies that hold substantial market share and have substantially greater resources than we do, as well as a number of regional or local competitors for certain of our product lines.

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• We may not realize revenue on our current backlog due to customer order reductions, cancellations or acceptance delays, which may negatively impact our financial results.

• The industry in which we operate is undergoing continuing consolidation and seeking opportunities to participate in the energy transition, which may impact our results of operations.

• The industry in which we operate is undergoing continuing consolidation and may seek to invest in energy alternatives, which may impact our results of operations.

• A greater focus on budgetary discipline and technological advances have caused a decline in customer spending that may remain at a low level despite an increase in commodity prices.

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• We may incur liabilities, fines, penalties or additional costs, or we may be unable to sell to certain customers if we do not maintain safe operations.

• Our return of capital to shareholders is within the discretion of our board of directors.

• If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.

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Risks Related to our Business and Operations:

The success of our business largely depends on activity levels in the oil and natural gas industry, which can be affected by the amount and volatility of oil and natural gas prices.

The success of our business largely depends on activity levels in the oil and natural gas industry, which can be affected by the volatility of oil and natural gas prices.

We have experienced, and will continue to experience, fluctuations in revenues and operating results due to economic and business cycles.

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• prohibitions, moratoriums or similar limitations on drilling or hydraulic fracturing activity resulting in a cessation or disruption of operations;

• domestic and worldwide economic and political conditions, including inflationary pressures, further increases in interest rates and the cost of capital, a general economic slowdown or recession, political tensions and war (including future developments in the ongoing Russia-Ukraine conflict);

• financial stability of our customers and other industry participants;

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As a result, there are periodic reductions in the demand for our products and services, downward pressure on the prices that we charge and ultimately an adverse impact on our business.

Although during 2023 and 2024, oil and gas prices and demand remained relatively steady, it is uncertain whether prices will maintain current levels, decline or increase.

Furthermore, there can be no assurance that the demand or pricing for oil and natural gas will follow historic

patterns, including as a result of increased availability of alternative energy sources.

Furthermore, there can be no assurance that the demand or pricing for oil and natural gas will follow historic patterns, including as a result of increased availability of alternative energy sources.

Declines in oil and natural gas prices, decreased levels of exploration, development, and production activity, use of alternative sources of energy, and the willingness of customers to invest in their equipment relative to historical norms may negatively affect:

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Given the uncertainty related to long-term commodity prices and associated customer demand, we may hold excess or obsolete inventory, and as a result, may experience a reduction in gross margins and financial results.

We cannot accurately predict what or how many products our customers will need in the future.

We may not accurately predict what or how many products our customers will need in the future.

Orders are placed with our suppliers based on forecasts of customer demand and, in some instances, we may establish buffer inventories to accommodate anticipated demand.

At certain times, we have built capital equipment before receiving customer orders.

Our forecasts of customer demand are based on multiple assumptions, which have introduced errors into the estimates.

At certain times, we build capital equipment before receiving customer orders.

Our forecasts of customer demand are based on multiple assumptions, which can introduce errors into the estimates.

In addition, many of our suppliers, such as those for certain of our standardized valves, require a longer lead time to provide products than our customers demand for delivery of our finished products.

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Our results of operations and overall financial condition may be negatively impacted by a reduction in revenue as a result of these circumstances.

The industry in which we operate is undergoing continuing consolidation and seeking opportunities to participate in the energy transition, which may impact our results of operations.

The industry in which we operate is undergoing continuing consolidation and may seek to invest in energy alternatives, which may impact our results of operations.

Some of our customers have consolidated and are seeking to achieve economies of scale and pricing concessions.

In addition, they are making investments in non-traditional oil and gas markets as part of the energy transition.

In addition, they may make future investments in non-traditional oil and gas markets.

As a result, we may be unable to supply our traditional oil and gas products to these customers if we do not develop new technology that meets their changing needs.

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In some cases, the suppliers own the intellectual property rights to the products we sell, or possess the technology or specialized tooling required to manufacture them.

availability or timely delivery of their products, or if they were to decide to terminate their relationships with us.

For example, we have a limited number of suppliers for our bearings product lines and certain of our valve product lines.

As a result of this concentration in part of our supply chain, our business and operations may be negatively affected if our key suppliers were to experience significant disruptions affecting the price, quality, availability or timely delivery of their products, or if they were to decide to terminate their relationships with us.

example, we have a limited number of suppliers for our bearings product lines and certain of our valve product lines.

The limited number of these suppliers can restrict the quantity and timeliness of customer deliveries.

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Increased costs of raw materials and other components, and inflationary pressure, may result in increased operating expenses.

Should our suppliers be unable to provide the necessary raw materials or finished products or otherwise fail to deliver such materials and products timely and in the quantities required, resulting delays in the provision of products or services to customers could have a material adverse effect on our business.

For example, our Coiled Tubing product line was unable to source a sufficient amount of steel during the third and fourth quarters of 2021 to satisfy customer orders on a timely basis.

In addition, because many of our products are manufactured out of steel, we are particularly susceptible to fluctuations in steel prices and tariffs.

Should we be unable to obtain the necessary raw materials or finished products timely or in the quantities required, resulting delays in the provision of products or services to customers could have a material adverse effect on our business.

For example, our Downhole product line was unable to source a sufficient amount of casing during the first half of 2025 to satisfy customer orders on a timely basis.

In addition, because many of our products are manufactured out of steel, we are particularly susceptible to fluctuations in steel prices, tariffs and other duties.

Our results of operations may be adversely affected by our inability to manage the rising costs and availability of raw materials and components used in our products.

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A deterioration of global economic conditions could adversely affect our financial condition and results of operations.

A deterioration in global economic conditions, including an economic slowdown or recession in the United States or in any other country that significantly affects the supply of or demand for oil or natural gas, inflation, geopolitical issues such as the continuing conflict between Russia and Ukraine, the availability and cost of credit and supply chain disruptions, could adversely affect our financial condition and results of operations.

A deterioration in global economic conditions, including an economic slowdown or recession in the United States or in any other country that significantly affects the supply of or demand for oil or natural gas, inflation, geopolitical issues such as the continuing conflicts in Venezuela, Ukraine and the Middle East, the availability and cost of credit and supply chain disruptions, could adversely affect our financial condition and results of operations.

Global economic conditions have a significant impact on oil and natural gas prices, and any stagnation or deterioration in these conditions could result in less demand for our products and services and could cause our customers to reduce their planned capital spending.

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Our contracts with customers and customer requests for bids often set forth detailed specifications or technical requirements (including that they meet certain industrial code requirements, such as API, ASME or similar codes, or that our processes and facilities maintain ISO or similar certifications) for our products and services, which may also include extensive testing requirements.

We anticipate that such code testing requirements will become more common in our

We cannot assure that our products or facilities will be able to satisfy the specifications or requirements, or that we will be able to perform the full-scale testing necessary to prove that the product specifications are satisfied in future contract bids or under existing contracts, or that the costs of modifications to our products or facilities to satisfy the specifications and testing will not adversely affect our results of operations.

products or facilities to satisfy the specifications and testing will not adversely affect our results of operations.

If our products or facilities are unable to satisfy such requirements, or we are unable to perform or satisfy any required full-scale testing, we may suffer reputational harm and our customers may cancel their contracts and/or seek new suppliers, and our business, results of operations or financial position may be adversely affected.

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Despite our implementation of security measures, which we believe are reasonable to mitigate the risks of a cybersecurity threat, our systems, and those of the third parties we engage, are vulnerable to computer viruses, malware, incursions by intruders or hackers, cyber terrorists, failures in hardware or software, power fluctuations, natural disasters, and other similar disruptions.

Geopolitical tensions or conflicts may further heighten the risk of cyber threats.

Geopolitical tensions or conflicts may further heighten the risk of cyber threats, and the use of artificial intelligence may make intrusion attempts look more legitimate.

In certain instances, our systems have failed to perform as anticipated, resulting in disruptions in operations and other adverse consequences.

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If we are not able to continue to provide new and innovative services and technologies in a manner that allows us to meet evolving industry requirements, including the focus on renewable energy opportunities, at prices acceptable to our customers, our financial results would be negatively affected.

In addition, some of our competitors are large national

and multinational companies that we believe are able to devote greater financial, technical, manufacturing and marketing resources to research and develop more or better systems, services and technologies than we are able to do.

In addition, some of our competitors are large national and multinational companies that are able to devote greater financial, technical, manufacturing and marketing

resources to research and develop more or better systems, services and technologies than we are able to do.

Moreover, as a result of the currently depressed levels of customer activity, we may be unable to allocate sufficient amounts of capital to research and new product development activities, which may limit our ability to compete in the market and generate revenue.

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Failure to maintain safe operations or achieve certain safety performance metrics could disqualify us from doing business with certain customers, particularly major oil companies.

Our return of capital to shareholders, including through the repurchases of outstanding shares of our common stock, is within the discretion of our board of directors, and there is no guarantee that we will return capital to shareholders, including through repurchases of our outstanding shares of common stock, in the future or at levels anticipated by our shareholders.

Although we currently plan to return capital to shareholders, the amount and timing of returns of capital to shareholders may vary from time to time.

The amount and timing of all returns of capital, including future purchases pursuant to our Repurchase Program (as defined below), if any, are subject to the discretion of our board of directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors.

Our board of directors may, without advance notice, limit, suspend or terminate our Repurchase Program.

There can be no assurance that we will make repurchases of our shares of common stock in the future.

The repurchases could diminish our cash reserves, which may impact our ability to meet our working capital needs, satisfy our debt obligations, make capital expenditures, grow and pursue strategic opportunities and acquisitions.

In addition, any elimination of, or downward revision in, the repurchases could have an adverse effect on the market price of our common stock.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.

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These interruptions might involve significant damage to property, among other things, and repairs might take a significant amount of time.

For example, in the third quarter 2017, we were impacted by idled facilities and operations directly related to Hurricane Harvey’s widespread damage in Texas and Louisiana.

For example, in the past we have been impacted by idled facilities and operations due to hurricane damage.

As a result, our financial results were negatively impacted by foregone revenue and under-absorption of manufacturing costs, and, indirectly, due to supplier and logistical delays.

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These rules were rescinded by rule in December 2017.

however, in January 2018, California and a coalition of environmental groups filed a lawsuit in the Northern District of California to challenge the BLM’s rescission of the rules.

The Northern District of California upheld the rescission in 2020, but this decision was then appealed to the Ninth Circuit Court of Appeals.

These challenges remain ongoing and future implementation of the BLM rules is uncertain at this time.

The Trump Administration is expected to continue to strongly diverge from the prior Biden Administration’s positions including by promulgating new or amended regulations that are supportive of oil and natural gas development, including hydraulic fracturing activities.

In past sessions, Congress has considered, but not passed, the adoption of legislation to provide for federal regulation of hydraulic fracturing under the SDWA and to require disclosure of the chemicals used in the hydraulic fracturing process.

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In February 2018, the Oklahoma Corporation Commission released a protocol that requires operators to suspend hydraulic fracturing well completion operations in response to certain levels of seismic activity.

In the absence of stringent federal restrictions, states and localities may increase attempts to pass such restrictions.

If new or more stringent federal, state or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where our oil and natural gas exploration and production customers operate, they could incur potentially significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of exploration, development, and production activities, and perhaps even be precluded from drilling wells, some or all of which could adversely affect demand for our products and services from those customers.

Our financial results could be adversely impacted by changes in regulation of oil and natural gas exploration and development activity in response to significant environmental incidents or climate change actions.

Environmental incidents such as the Macondo well incident could result in drilling moratoria, and could result in increased federal, state, and international regulation of our and our customers’ operations that could negatively impact our earnings, prospects and the availability and cost of insurance coverage.

Environmental incidents, climate change actions, and changes in legal or regulatory priorities could result in drilling moratoria, and could result in increased federal, state, and international regulation of our and our customers’ operations that could negatively impact our earnings, prospects and the availability and cost of insurance coverage.

Any additional regulation of the exploration and production industry as a whole could result in fewer companies being financially qualified to operate offshore or onshore in the U.S.

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jurisdictions, resulting in higher operating costs for our customers and reduced demand for our products and services.

In January 2021, President Biden signed an executive order that, among other things, instructed the Secretary of the Interior to pause new oil and natural gas leases on public lands or in offshore waters pending completion of a comprehensive review and reconsideration of federal oil and natural gas permitting and leasing practices.

For example, in January 2021, former President Biden signed an executive order that, among other things, instructed the Secretary of the Interior to pause new oil and natural gas leases on public lands or in offshore waters pending completion of a comprehensive review and reconsideration of federal oil and natural gas permitting and leasing practices.

Following that executive order, the acting Secretary of the Interior issued an order imposing a 60 day pause on the issuance of new leases, permits and right-of-way grants for oil and gas drilling on federal lands, unless approved by senior officials at the Department of the Interior.

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In August 2022, a federal judge for the U.S.

District Court of the Western District of Louisiana issued a permanent injunction against the pause of oil and natural gas leasing on public lands or in offshore waters of the thirteen plaintiff states that brought the lawsuit, which followed a June 2021 nationwide

preliminary injunction by the district court that was subsequently vacated by the U.S.

Court of Appeals for the Fifth Circuit.

The full impact of these federal actions remains unclear, and if other restrictions or prohibitions become effective in the future, they could have an adverse impact on our business, financial condition, results of operations and cash flows.

Further, there exists the potential that the Trump Administration pursues new or amended laws, regulations, executive actions, or other initiatives that may alter restrictions on hydraulic fracturing activities and states may act to further regulate such activities in the absence of federal regulations or in light of regulatory uncertainty.

The Trump Administration has alternatively pursued new or amended laws, regulations, executive actions, and other initiatives intended to alter restrictions on oil and natural gas development and other activities.

With changing federal initiatives and approaches to oil and gas exploration regulations, and states may act to further regulate such activities, particularly in the absence of federal regulations or in light of regulatory uncertainty.

If restrictions or prohibitions become effective in the future, they could have an adverse impact on our business, financial condition, results of operations and cash flows.

Our operations are subject to environmental and operational safety laws and regulations that may expose us to significant costs and liabilities.

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In addition, these risks may be greater for us because the companies we acquire or have acquired may not have allocated sufficient resources and management focus to environmental compliance, potentially requiring rehabilitative efforts during the integration process or exposing us to liability before such rehabilitation occurs.

The trend in environmental regulation has been to impose increasingly stringent restrictions and limitations on activities that may impact the environment.

Environmental regulations from federal, state, and local regulators are imposing increasingly stringent restrictions and limitations on activities that may impact the environment.

The implementation of new laws and regulations could result in materially increased costs, stricter standards and enforcement, larger fines and liability and increased capital expenditures and operating costs, particularly for our customers.

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government conducted a sunset review on its existing anti-dumping duty on certain hot-rolled steel products from Australia, Brazil, Japan, the Republic of Korea, the Netherlands, the Republic of Turkey, and the United Kingdom that was issued in 2016, and determined to continue the anti-dumping duty order on all subject steel products except for those from Brazil.

More recently, the Trump Administration has proposed significantly increased tariffs on foreign imports into the U.S., particularly from China, which may impact our cost of raw materials.

More recently, the Trump Administration has periodically imposed significantly increased tariffs on foreign imports into the U.S., particularly from China, which may have impacted and may again impact our cost of raw materials.

Our efforts to mitigate the impact of tariffs on raw materials through the diversification of our supply chain, exemption requests and other measures may not be sufficiently successful.

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We are subject to litigation risks that may not be covered by insurance.

In the ordinary course of business, we become the subject of claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters, including occasional claims by individuals alleging exposure to hazardous materials as a result of our

products or operations.

Some of these claims relate to the activities of businesses that we have acquired, even though these activities may have occurred prior to our acquisition of such businesses.

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blowouts or uncontrollable flows of oil, natural gas or well fluids;

and natural disasters on land or in deepwater or shallow-water environments, can cause personal injury;

and natural disasters on land or in deepwater or shallow-water environments,

can cause personal injury;

loss of life;

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In response to scientific studies suggesting that emissions of GHGs, including carbon dioxide and methane, are contributing to the warming of the Earth’s atmosphere and other climatic conditions, the U.S.

Congress has considered adopting comprehensive legislation to reduce emissions of GHGs, and approximately half of the states have already taken legal measures to reduce emissions of GHGs, primarily through measures to promote the use of renewable energy and/or regional GHG cap-and-trade programs.

The EPA has attempted to regulate GHG emissions under the federal Clean Air Act:

Congress has periodically considered adopting comprehensive legislation to reduce emissions of GHGs, and approximately half of the states have already taken legal measures to reduce emissions of GHGs, primarily through measures to promote the use of renewable energy and/or regional GHG cap-and-trade programs.

The EPA has attempted to regulate GHG emissions under the federal Clean Air Act (the “CAA”), though in recent years many such regulatory restrictions have been rolled back or are being reconsidered, leading to uncertainties in the federal regulatory landscape:

• In December 2009, the EPA determined that emissions of carbon dioxide, methane and certain other GHGs endanger public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the Earth’s atmosphere and other climatic changes.

In October 2015, the EPA finalized the Clean Power Plan (“CPP”), which tried to impose additional obligations on the power generation sector to reduce GHG emissions.

The so-called “endangerment finding” has formed the basis for subsequent EPA regulation and rule promulgation.

The Trump Administration has issued a proposal to rescind this endangerment finding and related rulemakings.

For example, in October 2015, the EPA finalized the Clean Power Plan (“CPP”), which tried to impose additional obligations on the power generation sector to reduce GHG emissions.

In August 2019, the EPA finalized the repeal of the 2015 regulations and replaced them with the Affordable Clean Energy rule (“ACE”), which designates heat rate improvement, or efficiency improvement, as the best system of emissions reduction for carbon dioxide from existing coal-fired electric utility generating units.

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In April 2024, the EPA published rules to regulate greenhouse gas emissions from fossil fuel-fired power plants (Clean Power Plan 2.0), which faced immediate criticism and challenges.

On March 12, 2025, EPA Administrator Zeldin announced the EPA will reconsider the prior Biden Administration’s Clean Power Plan 2.0 regulations, and the EPA published a proposed rule to repeal these regulations on June 17, 2025.

The proposal would seek to repeal all GHG emissions standards for the power sector under Section 111 of the CAA.

• In August 2020, the EPA rescinded methane and volatile organic compound emissions standards for new and modified oil and gas transmission and storage infrastructure previously promulgated in 2016, as well as methane limits for new and modified oil and gas production and processing equipment.

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Additionally, at the end of 2024, EPA announced proposed amendment to the NSPS with additional emissions standards and limitations for GHGs and other hazardous air pollutants.

The White House has also taken actions targeting emissions of GHGs.

In August 2022, President Biden signed into law the Inflation Reduction Act, which contains tax inducements and other provisions that incentivize investment, development, and deployment of alternative energy sources and technologies, which could increase operating costs within the oil and gas industry and accelerate the transition away from fossil fuels.

Further, President Trump and the Republican-majority Congress have exhibited significant support of the oil and natural gas sector and have endorsed policies that would be beneficial for the Company.

Efforts have also been made and continue to be made in the international community toward the adoption of international treaties or protocols that would address global climate change issues.

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and other countries entered into the Glasgow Climate Pact, which includes a range of measures designed to address climate change, including but not limited to the phase-out of fossil fuel subsidies, reducing methane emissions 30% by 2030, and cooperating toward the advancement of the development of clean energy.

Although the Biden Administration officially reentered the U.S.

into the Paris Agreement in February 2021, the Trump Administration signed an executive order withdrawing the U.S.

from the agreement in January 2025.

While it is not possible at this time to predict how any such actions may impact our business, such actions could reduce activity from federal, state, and local legislative bodies and administrative agencies and the number of GHG laws, regulations, and other binding commitments.

Following the prior Biden Administration reentering the U.S.

into the Paris Agreement in February 2021, President Trump withdrew the U.S.

from the Paris Agreement in January 2026.

Many of the regulatory actions taken under the prior Biden Administration related to the environment and oil and gas industry have been or are being revised or reversed by the Trump Administration.

For example, in early 2025, President Trump rescinded a number of President Biden’s executive orders on the environment and other matters, including to withdraw the U.S.

from the Paris Agreement.

The EPA has also delayed the effectiveness of certain methane-related regulations and, in July 2025, proposed to rescind the endangerment finding.

If adopted following the extended public comment period, the proposal would result in the repeal of a number of EPA regulations.

The adoption of additional legislation or regulatory programs to reduce emissions of GHGs could require us to incur increased operating costs to comply with new emissions-reduction or reporting requirements.

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If these efforts are successful, our ability to access capital markets may be limited and our stock price may be negatively impacted.

Members of the investment community have recently increased their focus on sustainability practices, including practices related to GHGs and climate change, in the oil and natural gas industry.

As a result, we and our customers have come under increasing pressure to improve our sustainability and other Environmental, Social and Governance (“ESG”) performance and to increase our public reporting and disclosure on our ESG practices.

Some of our customers have begun to screen their service providers, including us, for compliance with sustainability metrics and we may incur additional costs to comply with ESG reporting expectations and ESG-linked contracting policies for our customers and suppliers.

Members of the investment community have focused on sustainability practices, including practices related to GHGs and climate change, in the oil and natural gas industry.

As a result, we and our customers have come under increasing pressure to improve our sustainability performance and to increase our public reporting and disclosure on our sustainability practices.

Some of our customers have begun to screen their service providers, including us, for compliance with sustainability metrics and we may incur additional costs to comply with sustainability reporting expectations and contracting policies for our customers and suppliers.

Additionally, members of the investment community have begun to screen companies such as ours for sustainability performance before investing in our stock.

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Finally, some scientists have concluded that increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events.

At the same time, our stakeholders hold varied views on these issues, and our sustainability efforts and initiatives may not satisfy all of our stakeholders.

Finally, increasing attention to the risks of climate change has resulted in an increased possibility of lawsuits or investigations brought by public and private entities against oil and natural gas companies in connection with their GHG emissions.

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jurisdictions that govern our operations by virtue of our presence or activities there.

We rely on a large number of agents in non-U.S.

countries that have been identified as posing a high risk of corrupt activities and whose local laws and customs differ significantly from those in the U.S.

We rely on agents in non-U.S.

countries that have been identified as posing a heightened risk of corrupt activities and whose local laws and customs differ significantly from those in the U.S.

In many countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by the regulations applicable to us.

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Risks Related to Our Common Stock, Indebtedness and Financial Condition:

Our common stock price has been volatile, and we expect it to continue to remain volatile in the future.

The market price of common stock of companies engaged in the oil and natural gas equipment manufacturing and services industry has been volatile.

Likewise, the market price of our common stock has varied significantly in the past.

For example, in 2024, the market price of our common stock reached a high of $23.21 per share on January 2, 2024, and a low of $12.83 per share on November 1, 2024.

We expect our stock price to continue to remain volatile given the cyclical nature of our industry and our limited public float.

Our common stock price has fluctuated over the last year, and may be subject to wide fluctuations in response to various factors.

The market price of common stock of companies engaged in the oil and natural gas equipment manufacturing and services industry has been subject to fluctuations.

Likewise, the market price of our common stock has varied significantly in the past year and may continue to fluctuate widely in response to various factors, many of which are beyond our control.

These factors include, among others:

actual or anticipated fluctuations in our operating results;

changes in financial estimates by securities analysts;

changes in the economic performance or market valuations of other companies in our industry;

additions or departures of key personnel;

and future sales of our common stock or other securities These and other factors may cause the market price of our common stock to decline.

In 2025, the market price of our common stock reached a high of $38.45 per share on December 24, 2025, and a low of $12.78 per share on April 9, 2025.

Our debt agreements contain operating and financial restrictions that restrict our business and financing activities.

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As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

Our ability to borrow under the Credit Facility and comply with some of the covenants, ratios or tests contained in our debt

agreements may be affected by events beyond our control.

Our ability to borrow under the Credit Facility and comply with some of the covenants, ratios or tests contained in our debt agreements may be affected by events beyond our control.

If market or other economic conditions deteriorate, and there is a decrease in our accounts receivable and inventory, our ability to borrow under our Credit Facility will be reduced and our ability to comply with these covenants, ratios or tests may be impaired.

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If the reporting unit’s carrying value is greater than its calculated fair value, we recognize a goodwill impairment charge for the amount by which the carrying value of goodwill exceeds its fair value.

There was no impairment of goodwill during the year ended December 31, 2024.

There was no impairment of goodwill during the year ended December 31, 2025 or 2024.

There are significant inherent uncertainties and management judgment in estimating the fair value of each reporting unit.

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The fair value is determined either through the use of an external valuation, or by means of an analysis of discounted future cash flows based on expected utilization.

For the year ended December 31, 2024, we recognized intangible asset impairment charges totaling $119.1 million, which are included in “Impairment of intangible assets” in the consolidated statements of comprehensive loss.

See Note 7 Goodwill and Intangible Assets for further information related to these charges.

There was no impairment of intangible assets during the year ended December 31, 2025.

For the year ended December 31, 2024, we recognized intangible asset impairment charges totaling $119.1 million, which were included in “Impairment of intangible assets” in the consolidated statements of comprehensive loss.

If we determine that the carrying value of our long-lived assets is less than their fair value, we would be required to record additional charges in the future, which could adversely affect our financial condition and results of operations.

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