What changed in this filing

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Item 1A. Risk Factors

2026-02-12 compared with 2025-02-13 · 98 added, 60 removed, 263 unchanged (38% of the section changed)

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However, when economic activity declines, many employers reduce their use of temporary employees before laying off full-time employees.

Customer responses to real or perceived economic conditions, including perceptions related to market conditions, labor supply and inflation, could negatively impact customer behavior.

Customer responses to real or perceived economic conditions, including perceptions related to market conditions, labor supply, international trade policy, and inflation, could negatively impact customer behavior.

Historically, significant changes in economic activity have disproportionately impacted staffing industry volumes.

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• commencement of, or involvement in, litigation;

• the effects of our dual-class common stock (including the concentration of voting power in our Class B shares);

• any major change in our board or management;

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• sales of significant amounts of our common stock or other securities in the market.

In addition, the stock market in general, and the Nasdaq Global Market in particular, often experiences significant price and volume fluctuations that frequently are unrelated or disproportionate to the operating performance of listed companies.

In addition, the stock market in general and Nasdaq in particular, often experiences significant price and volume fluctuations that frequently are unrelated or disproportionate to the operating performance of listed companies.

These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.

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As a result, there can be no assurance that we will not encounter increased competition in the future.

Technological advances, including advances in artificial intelligence, may significantly disrupt the labor market and weaken demand for human capital.

Technological advances, including advances in automation and artificial intelligence, may significantly disrupt the labor market and weaken demand for human capital.

Our success is directly dependent on our customers’ demand for talent.

As technology continues to evolve, an increasing number of tasks currently performed by people may be replaced by automation, robotics, machine learning, artificial intelligence, and other technology advances outside of our control.

As technology continues to evolve, an increasing number of tasks currently performed by people may be replaced by automation, robotics, machine learning, artificial intelligence (“AI”), and other technology advances outside of our control.

These changes could result in a decreased demand for human labor.

This trend poses a risk to the staffing industry, particularly in lower-skill job categories and to creative, administrative, customer support and clerical roles vulnerable to advances in artificial intelligence.

Artificial intelligence is beginning to perform tasks previously handled by knowledge workers, including data entry, basic coding, document review, financial analysis, customer service, and administrative support.

As these technologies become more sophisticated and widely adopted, demand for certain categories of professional and technical staff we provide may decline.

While technology may create demand for new types of roles that increase the demand for our services, there is no guarantee that growth in emerging job categories will fully offset potential declines in overall staffing demand.

If we are unsuccessful in responding to this potential shift in customer demand due to advancing technology, it could have a material adverse effect on our results of operations and financial condition.

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In addition, as state and local jurisdictions expand their regulation of the workplace, we may be unable to adequately monitor or timely respond to changes in state and local regulations, which could result in significant fines and penalties, criminal sanctions against us, our officers or our employees, prohibitions on the conduct of our business, damage to our reputation and other adverse consequences.

Unexpected changes in claim trends on our workers’ compensation, unemployment, disability and medical benefit plans may negatively impact our financial condition.

Unexpected changes in claim trends on our workers’ compensation, unemployment, disability, medical benefit plans, and other expenses may negatively impact our financial condition.

We self-insure, or otherwise bear financial responsibility for, a significant portion of expected losses under our workers’ compensation program, disability and medical benefits claims.

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In addition, unemployment insurance costs are dependent on benefit claims experience from employees which may vary from current levels and result in increased costs.

There can be no assurance that we will be able to increase the fees charged to our customers in a timely manner and in a sufficient amount to cover increased costs as a result of any changes in claims-related liabilities.

We face exposure to other significant expenses that could materially impact our financial performance, including cybersecurity incident response and remediation costs, regulatory compliance expenses, litigation and settlement costs, costs associated with employee or candidate misconduct, technology infrastructure investments required to maintain competitive service delivery, and expenses related to bad debt or client payment defaults.

Additionally, we may incur unexpected costs related to regulatory changes, business integration or restructuring activities, or workforce retention initiatives in tight labor markets.

Any of these expense categories could increase materially and unexpectedly.

As customers monitor their third-party relationships for financial risk, such adverse financial changes could result in current customer loss or inability to acquire new customers due to perceived negative financial performance.

We may have additional tax liabilities that exceed our estimates.

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Continuing merger and acquisition activity involving our large corporate customers could put existing business at risk or impose additional pricing pressures.

Since receipts from customers generally lag payroll to temporary employees, the bankruptcy of a major customer could have a material adverse impact on our ability to meet our

working capital requirements.

Since receipts from customers generally lag payroll to temporary employees, the bankruptcy of a major customer could have a material adverse impact on our ability to meet our working capital requirements.

The expansion of payment terms may extend our working capital requirements and reduce available capital for investment.

Additionally, most of our customer contracts can be terminated by the customer on short notice without penalty.

This creates uncertainty with respect to the revenues and earnings we may recognize with respect to our customer contracts.

This creates uncertainty with respect to the revenues and earnings we may recognize with respect to our customer contracts and the loss of a large customer could have a material impact on revenue.

Our business with large customer accounts reflects a market-driven shift in buying behaviors in which reliance on a small number of staffing partners has shifted to reliance upon a network of talent providers.

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In addition, government agencies may temporarily or permanently lose funding for awarded contracts, reduce spending, or deprioritize future spending on contracts on which we participate, or there could be delays in the start-up of projects already awarded and funded.

This creates uncertainty with respect to the revenues and earnings we may recognize with respect to our government contracts.

We are at risk of damage to our brands, which are important to our success.

Our success depends, in part, on the value associated with our brands.

Because we assign employees to work under the direction and supervision of our customer at work locations not under Kelly’s control, we are at risk of our employees engaging in unauthorized conduct that could harm our reputation.

Our Education segment is particularly susceptible to this exposure.

Our Education segment is particularly susceptible to this exposure because it places employees in schools and educational institutions where they work directly with vulnerable populations, including minors.

These placements create heightened reputational and legal exposure related to potential misconduct involving students.

Even a single incident of inappropriate contact, boundary violations, or prohibited interactions between our employees and students could result in significant harm to our brand, loss of client relationships, regulatory scrutiny, and legal liability.

The nature of educational environments—where trust, safety, and duty of care are paramount—means that any allegation of misconduct, regardless of its ultimate validity, can damage our reputation within the education sector and more broadly.

We implement screening, background checks, and training protocols that surpass regulatory compliance requirements, but we cannot entirely eliminate the risk that individuals we place may engage in conduct that violates professional boundaries or legal standards governing interactions with minors.

The impact of such incidents could include contract terminations, difficulty securing new Education clients, litigation costs, regulatory penalties, and lasting damage to the Kelly brand.

Our brand reputation could also be damaged by the actions of unrelated third parties with diverse or unclear motives.

Political activists, social media posts, or traditional news media could reference the Kelly brand as part of a broader communication unrelated to our business, which could result in backlash against our business practices.

Political activists, social media posts, or traditional news media could reference the Kelly brand as part of a broader communication

unrelated to our business, which could result in backlash against our business practices.

In addition, undesirable actions by our competitors could adversely impact the reputation of the staffing industry as a whole, negatively impacting our brand.

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We also plan to expand the outcome-based services we provide, which increases our risk associated with product delivery.

For outcome-based services, customers may impose specific requirements that limit our flexibility and control over service delivery and can increase operational complexity, introduce compliance and security risks, and which could have a material adverse effect on our business.

This could expose us to certain risks unique to that business, including civil liability, product liability, or product recalls.

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Moreover, these third parties are often subject to international laws and regulations regarding their conduct, including compliance with anti-bribery, anti-corruption, human trafficking, forced or child labor, trade sanctions, sustainability and other compliance obligations (“Global Compliance Obligations”).

While we maintain processes to monitor these third-parties for compliance to these standards, failure of these third-parties to adhere to Global Compliance Obligations could result in significant fines and penalties, criminal sanctions against us, our officers or our employees, prohibitions on the conduct of our business, and damage to our reputation.

Our information technology strategy may not yield its intended results.

Our information technology strategy focuses on improvements to our technology stack across the company, including synergies in our applicant onboarding and tracking systems, order management system, and improvements to financial processes.

We do not currently use a single enterprise resource planning ("ERP") system, which limits our ability to react to evolving technology and customer expectations and increases the amount of investment and effort necessary to provide global service integration to our customers.

Although we carefully plan for intelligent integration of our acquisitions with our legacy businesses, there is no assurance that we will adequately resolve the issues presented by lack of a single ERP, or that we will successfully integrate technology across the Company.

Although the technology strategy is intended to increase productivity and operating efficiencies, these initiatives may not yield their intended results.

Any delays in completing, or an inability to successfully complete, these technology initiatives, or an inability to achieve the anticipated efficiencies, could adversely affect our operations, liquidity and financial condition.

While we have launched a multi-year strategic initiative to integrate all of our businesses into a single ERP system, full implementation of a unified ERP system is a complex, multi-year undertaking, and we face significant risks associated with completing the remaining phases of this initiative.

The implementation of our enterprise-wide ERP system may experience delays, cost overruns, or technical challenges that prevent timely completion.

We may encounter difficulties integrating our diverse business units into a single ERP.

The complexity of harmonizing workflows, data migration, user adoption, and system customization could result in business disruptions, operational inefficiencies, or data integrity issues during the transition period.

Even if successfully implemented, the new ERP system may not deliver the anticipated benefits, including improved productivity, cost savings, enhanced data visibility, or improved customer service capabilities.

Although we carefully plan for intelligent integration of our acquisitions with our legacy businesses, there is no assurance that we will

adequately resolve the issues presented by operating multiple disparate systems, or that we will successfully integrate technology across the Company.

In addition to our ERP initiative, we are pursuing opportunities to integrate artificial intelligence into our business operations, including in the recruiting, applicant tracking, screening, assessment, workforce analytics, and talent management domains.

While these AI tools are intended to improve efficiency and services quality, they depend on data quality, algorithmic accuracy, and ongoing maintenance and refinement.

Additionally, the rapid evolution of AI technology may require substantial and ongoing investment to remain competitive, and our competitors or new market entrants may deploy superior AI capabilities that erode our market position.

If we are unable to successfully implement AI tools that meet customer expectations, fail to identify and adapt to changing talent or customer market demands related to AI, or face regulatory restrictions on AI use in employment contexts, our financial condition and results of operations could be materially adversely affected.

Some of the initiatives are dependent on the products and services of third-party vendors.

If our vendors are unable to provide these services, or fail to meet our standards and expectations, we could experience business interruptions or data loss which could have a material adverse effect on our business, financial condition and results of operations.

Past and future acquisitions may not be successful.

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Even where we are able to provide services in relief and support operations, there is no assurance that we will be able to offset the adverse impacts of the catastrophic event.

We are subject to substantial pressure to meet external stakeholder’s sustainability and ESG requirements.

Influential investors, regulators, and advocacy groups have increasingly focused on evaluating environmental, social, and governance ("ESG") commitments of companies in which they invest.

While we have made public sustainability commitments, our customers often require us to comply with their ESG requirements as part of their own practices.

These enhanced expectations from our customers around ESG practices can increase operating costs and require incremental resources to satisfy.

Our inability to meet customer ESG or sustainability requirements could also result in the possible loss of major customer accounts.

We are subject to substantial pressure to meet external stakeholder’s sustainability requirements.

Influential investors, regulators, customers, and advocacy groups have increasingly focused on evaluating the sustainability commitments of companies in which they invest.

While we have made public sustainability commitments, our customers often require us to comply with their requirements as part of their own practices.

These enhanced expectations from our customers around sustainability practices can increase operating costs and require incremental resources to satisfy.

Our inability to meet customer sustainability requirements could also result in the possible loss of major customer accounts.

Although we maintain a sustainability program that we believe currently matches or exceeds our customer demands, there can be no guarantee that our program will be able to adequately meet future regulatory or customer requirements or that we will meet our established commitments.

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Social, political and financial conditions can negatively impact the availability of qualified personnel.

Competition for

individuals with proven specialized knowledge and skills is intense, and demand for these individuals is expected to remain strong in the foreseeable future.

Competition for individuals with proven specialized knowledge and skills is intense and demand for these individuals is expected to remain strong in the foreseeable future.

Our success is dependent on our ability to attract, develop and retain these employees.

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Rapid evolution of technology may widen the skills gap, where the demand for expertise outpaces the availability of suitably skilled professionals.

Low unemployment, as well as social, political and financial conditions can negatively impact the amount of qualified personnel available to meet the talent requirements of our customers.

There can be no assurance that qualified personnel will continue to be available in sufficient numbers and on terms of employment acceptable to us and our customers.

The shifts in workforce demographics, including new generations entering the labor market with different expectations around flexibility, career development, and work-life balance, may make it more difficult to attract and retain qualified talent.

Low unemployment, periods of reduced job movement or hiring activity, as well as social, political and financial conditions can negatively impact the amount of qualified personnel available to meet the talent requirements of our customers.

There can be no

assurance that qualified personnel will continue to be available in sufficient numbers and on terms of employment acceptable to us and our customers.

The proliferation of artificial intelligence-enhanced application materials and fraudulent candidates, including those potentially sponsored by hostile actors, creates operational challenges and exposes us to legal, reputational, and security risks.

The widespread availability of artificial intelligence tools has altered the candidate recruitment and screening landscape, creating operational challenges for our business.

AI technologies enable candidates to rapidly generate resumes, cover letters, skills assessment responses, and interview answers that may misrepresent their actual qualifications, experience, and capabilities.

The growing use of AI by candidates has made it increasingly difficult and costly to identify qualified candidates and assess true competencies.

Candidates may use AI to optimize their resumes for applicant tracking systems, fabricate work histories, exaggerate technical skills, or perform well in initial screenings despite lacking the actual abilities required for the positions.

If we place candidates whose qualifications have been misrepresented through AI assistance, and those individuals fail to perform adequately or cause harm to our clients' operations, we may face damage to client relationships, customer loss, and harm to our reputation.

We also face emerging threats from individuals sponsored or directed by hostile nation-states or criminal organizations.

These actors may use stolen identities, deepfake technology for video interviews, AI-generated documentation, and other advanced techniques to secure placement in customer organizations with the intent to steal intellectual property, commit fraud, conduct corporate espionage, facilitate cyberattacks, or generate revenue for sanctioned regimes or criminal enterprises.

Government agencies have specifically warned about organized schemes involving nationals from foreign countries seeking remote employment at U.S.

and international companies while concealing their true identities and locations.

If we inadvertently place individuals engaged in such schemes, or such individuals are placed by suppliers in our MSPs, we could face severe consequences including violations of international sanctions laws and export control regulations, criminal and civil liability, customer loss, government investigations, substantial fines and penalties, reputational damage, and difficulty obtaining or maintaining government contracts.

While we continue to invest in training, enhanced screening procedures, verification technologies, background checks, and fraud detection capabilities, the sophistication of AI tools and the resources available to criminal enterprises and nation-state actors may exceed our detection capabilities.

The rapidly evolving nature of these threats means our countermeasures may not keep pace with emerging tactics.

These challenges could materially increase our operating costs, reduce our screening effectiveness, expose us to significant legal and financial liability, and damage our competitive position and brand value.

We may be exposed to employment-related claims and losses, including class action lawsuits and collective actions, which could have a material adverse effect on our business.

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In addition, these occurrences may give rise to litigation, which could be time-consuming and expensive.

and certain other countries in which we operate, new employment and labor laws and regulations have been proposed or adopted that may increase the potential exposure of employers to employment-related claims and litigation.

and certain other countries in which we operate, new employment and labor laws and regulations have been proposed or adopted that may increase the

potential exposure of employers to employment-related claims and litigation.

In addition, such laws and regulations are arising with increasing frequency at the state and local level in the U.S.

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Many business processes critical to our continued operation are hosted in outsourced facilities in America, Europe and Asia, hosted at our corporate headquarters or, increasingly, occur in cloud-based computer environments.

We rely on key cloud and Software as a Service (“SaaS”) providers to support critical business processes.

These critical processes include, but are not limited to, payroll, customer reporting and order management.

Although we have taken steps to protect such instances by establishing data backup and disaster recovery capabilities, the loss or inability to access of this data or cloud environment could create a substantial risk of business interruption which could have a material adverse effect on our business, financial condition and results of operations.

Although we have taken steps to protect such instances by establishing data backup and disaster recovery capabilities, a security incident, outage, or operational failure affecting these providers, or a misconfiguration or integration issue involving our environments, impair our ability to serve customers and candidates, and create a substantial risk of business interruption which could have a material adverse effect on our business, financial condition and results of operations.

A failure to maintain the privacy of personal data entrusted to us could have significant adverse consequences.

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We routinely experience cyberattacks, which may include the use or attempted use of malware, ransomware, computer viruses, phishing, social engineering schemes and other means of attempted disruption or unauthorized access.

Advanced social engineering and impersonation techniques by criminal organizations and nation-state adversaries for the purposes of espionage, data theft, or system disruption have sought to exploit information technology job opportunities at many companies.

Although we have not experienced a material attack of this nature, because our services involve providing talent solutions for these roles, we are at increased risk for this advanced type of attack, whether directly or through a supplier in our MSP services.

Advanced social engineering and

impersonation techniques by criminal organizations and nation-state adversaries for the purposes of espionage, data theft, or system disruption have sought to exploit information technology job opportunities at many companies.

Although we have not experienced a material attack of this nature, because our services involve providing talent solutions for information technology roles, we are at increased risk for this advanced type of attack, whether directly or through a supplier in our MSP services.

Additionally, the rapid pace of change in information security and cyber security threats could result in a heightened threat level for us or companies in our industry without notice.

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The actions we take to reduce the risk of impairments to our operations or systems and breaches of confidential or proprietary data may not be sufficient to prevent or repel future cyber events or other impairments of our networks or information technologies, especially as cyberattacks become more sophisticated with advances in artificial intelligence.

An event involving the destruction, modification, accidental or unauthorized release, or theft of sensitive information from systems related to our business, or an attack that results in damage to or unavailability of our key technology systems or those of critical vendors (e.g., ransomware), could result in damage to our reputation, fines, regulatory sanctions or interventions, contractual or financial liabilities, additional compliance and remediation costs, loss of employees or customers, loss of payment card network privileges, operational disruptions and other forms of costs, losses or reimbursements, any of which could materially adversely

affect our operations or financial condition.

Our cyber security and business continuity plans and those of our third parties with whom we do business, may not be effective in anticipating, preventing and effectively responding to all potential cyber risk exposures.

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Our controlling stockholder exercises voting control over our company and has the ability to elect or remove from office all of our directors.

The Terence E.

Adderley Revocable Trust K ("Trust K"), which became irrevocable upon the death of Terence E.

Adderley on October 9, 2018, is our controlling stockholder.

In accordance with the provisions of Trust K, William U.

Parfet, David M.

Hempstead and Andrew H.

Curoe were appointed as successor trustees of the trust.

Parfet is the brother of Donald R.

Parfet, a member of the board of directors of the Company.

The trustees, acting by majority vote, have sole investment and voting power over the shares of our Class B common stock held by Trust K, which represent approximately 95.3% of the outstanding Class B shares.

The voting rights of our Class B common stock are perpetual, and our Class B common stock is not subject to transfer restrictions or mandatory conversion obligations under our certificate of incorporation or bylaws.

We have a controlling stockholder that beneficially owns 92.2% of our outstanding Class B shares.

Our Class B common stock is the only class of our common stock entitled to voting rights.

The trustees of Trust K are therefore able to exercise voting control with respect to all matters requiring stockholder approval, including the election or removal from office of all members of the Company’s board of directors.

We are not subject to certain of the listing standards that normally apply to companies whose shares are quoted on the Nasdaq Global Market.

Our Class A and Class B common stock are quoted on the Nasdaq Global Market.

Under the listing standards of the Nasdaq Global Market, we are deemed to be a “controlled company” due to Trust K having voting power with respect to more than fifty percent of our outstanding voting stock.

The voting rights of our Class B common stock are perpetual and our Class B common stock is not subject to transfer restrictions or mandatory conversion obligations under our certificate of incorporation or bylaws.

Our controlling shareholder therefore, is able to exercise voting control with respect to all matters requiring stockholder approval, including the election or removal from office of all members of the Company’s board of directors.

We are not subject to certain of the listing standards that normally apply to companies whose shares are quoted on the Nasdaq Global Select Market.

Our Class A and Class B common stock are quoted on the Nasdaq Global Select Market.

Under the listing standards of the Nasdaq Global Select Market, we are deemed to be a “controlled company” due to our controlling shareholder having voting power with respect to more than fifty percent of our outstanding voting stock.

A controlled company is not required to have a majority of its board of directors comprised of independent directors.

Director nominees are not required to be selected or recommended for the board’s selection by a majority of independent directors or a nominations committee comprised solely of independent directors, nor do the Nasdaq Global Market listing standards require a controlled company to certify the adoption of a formal written charter or board resolution, as applicable, addressing the nominations process.

A controlled company is also exempt from Nasdaq Global Market’s requirements regarding the determination of officer compensation by a majority of independent directors or a compensation committee comprised solely of independent directors.

A controlled company is required to have an audit committee composed of at least three directors who are independent as defined under the rules of both the SEC and the Nasdaq Global Market.

The Nasdaq Global Market further requires that all members of the audit committee have the ability to read and understand fundamental financial statements and that at least one member of the audit committee possess financial sophistication.

Director nominees are not required to be selected or recommended for the board’s selection by a majority of independent directors or a nominations committee comprised solely of independent directors, nor do the Nasdaq Global Select Market listing standards require a controlled company to certify the adoption of a formal written charter or board resolution, as applicable, addressing the nominations process.

A controlled company is also exempt from the Nasdaq Global Select Market’s requirements regarding the determination of officer compensation by a majority of independent directors or a compensation committee comprised solely of independent directors.

A controlled company is required to have an audit committee composed of at least three directors who are independent as defined under the rules of both the SEC and the Nasdaq Global Select Market.

The Nasdaq Global Select Market further requires that all members of the audit committee have the ability to read and understand fundamental financial statements and that at least one member of the audit committee possess financial sophistication.

The independent directors must also meet at least twice a year in meetings at which only they are present.

We currently comply with the listing standards of the Nasdaq Global Market that do not apply to controlled companies.

Our compliance is voluntary, however, and there can be no assurance that we will continue to comply with these standards in the future.

As a “controlled company” under Nasdaq Global Select Market listing standards, we have elected to rely on the controlled company exemptions from certain corporate governance requirements.

As a result, we are not required to (i) have director nominees selected or recommended to our board of directors by independent directors (either through a committee composed entirely of independent directors or by a majority of the independent directors on our board of directors) or (ii) have a compensation committee composed entirely of independent directors.

Accordingly, the protections that these requirements are intended to provide may not be available to our stockholders, and our controlling stockholder may be able to exert significant influence over matters such as director nominations and executive compensation.

In the future, we may elect to rely on additional controlled company exemptions (including exemptions relating to board and committee independence), to the extent we continue to qualify as a controlled company.

The holders of shares of our Class A common stock are not entitled to voting rights.

Under our certificate of incorporation, the holders of shares of our Class A common stock are not entitled to voting rights, except as otherwise required by Delaware law.

Furthermore, pursuant to a Letter Agreement dated January 30, 2026, between the Company and Hunt Equity Opportunities, LLC (“Hunt”), for a period of three years following the closing of Hunt’s purchase of Class B common stock, certain “controlling stockholder transactions” (including “going private transactions”) must be approved by the holders of Class A common stock and Class B common stock voting together as a single class.

In these specific and limited circumstances, each holder of Class A common stock is entitled to one vote per share, excluding any stockholders that have a material interest in the transaction or a material relationship with Hunt.

As a result, Class A common stockholders do not otherwise have the right to vote for the election of directors or in connection with most other matters submitted for the vote of our stockholders, including most mergers and certain other business combination transactions involving the Company.

See Subsequent Events footnote in the notes to our consolidated financial statements for additional details.

Provisions in our certificate of incorporation and bylaws and Delaware law may delay or prevent an acquisition of our Company.

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Our board of directors also has the ability to issue additional shares of common stock which could significantly dilute the ownership of a hostile acquirer.

In addition, Section 203 of the Delaware General Corporation Law limits mergers and other business combination transactions involving 15 percent or greater stockholders of Delaware corporations unless certain board

or stockholder approval requirements are satisfied.

These provisions and other similar provisions make it more difficult for a third party to acquire us without negotiation.

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If an acquirer is discouraged from offering to acquire us or prevented from successfully completing a hostile acquisition by these or other measures, our shareholders could lose the opportunity to sell their shares at a favorable price.

The holders of shares of our Class A common stock are not entitled to voting rights.

Under our certificate of incorporation, the holders of shares of our Class A common stock are not entitled to voting rights, except as otherwise required by Delaware law.

As a result, Class A common stockholders do not have the right to vote for the election of directors or in connection with most other matters submitted for the vote of our stockholders, including mergers and certain other business combination transactions involving the Company.

At our 2026 Annual Meeting of Stockholders, we expect to seek stockholder approval of an amendment to our certificate of incorporation that would (i) permit stockholder action by written consent, (ii) allow the Chairman of our Board to call special meetings of stockholders, (iii) allow a majority of the holders of our Class B common stock to call special meetings of stockholders, and (iv) permit stockholders to fill vacancies or newly created directorships.

If approved, these changes would reduce certain impediments to stockholder action contained in our current organizational documents and could, depending on the circumstances, either facilitate or deter third-party acquisition efforts.

We may not be able to realize value from, or otherwise preserve and utilize, our tax credit and net operating loss carryforwards.

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tax law if there is a change in the corporation’s equity ownership that exceeds 50% over a rolling three-year period.

If we experience an ownership change, inclusive of our Class A and Class B common stock, our tax credit and net operating loss carryforwards generated prior to the ownership change may be subject to annual limitations that could reduce, eliminate or defer their utilization.

If we experience an ownership change, inclusive of our Class A and Class B common stock, our tax credit and net operating loss carryforwards generated prior to the ownership change may be

subject to annual limitations that could reduce, eliminate or defer their utilization.

Such limitation could materially impact our financial condition and results of operations.

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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