What changed in this filing

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Item 1A. Risk Factors

2025-11-20 compared with 2024-11-14 · 79 added, 77 removed, 390 unchanged (29% of the section changed)

12 unchanged sentences

On October 7, 2023, an escalated armed conflict between Israel and the Hamas terrorist organization commenced, leading to a series of extended hostilities along Israel’s border with the Gaza Strip.

Additionally, since October 8, 2023, the Iran-backed Hezbollah militant group has increased its hostilities against Israel over its northern region, including Haifa.

The situation in Northern Israel and Southern Lebanon remains highly tense and volatile.

Many multinational companies in the semiconductor industry have research, design and development centers situated in Israel, including our Company, which has a manufacturing facility and a business office in Haifa.

Though a ceasefire took effect on October 10, 2025, there have been subsequent claims of breaches on both sides.

Many multinational companies in the semiconductor industry have research, design and development centers situated in Israel.

The Company has a manufacturing facility and a business office in Haifa, and our capillaries are manufactured at this facility, in addition to our facility in China.

The intensity, duration and outcome of the ongoing war is uncertain and its continuation or escalation may have a material adverse effect on our business and operations.

While we are currently maintaining business and operations in Israel without material damage or interruptions at our Israeli facility, our assets and operations in Israel could be vulnerable to future property damage, inventory loss, business disruption, and expropriation.

We have approximately 70 employees in Israel.

The ongoing war could cause harm to our employees and otherwise impair their ability to work for extended periods of time, as well as disrupt supply chains, transport networks, telecommunications and financial systems, and other critical infrastructure necessary to conduct business in Israel.

In late September 2024, missiles fired by the Iran-backed Hezbollah militant group were seen being intercepted by Israeli air defense system over the city of Haifa.

As the intensity of the war has been rapidly evolving, including the potential for heightened geopolitical tensions in the Middle East, we continue to receive and review reports concerning our operations and business partners and remain vigilant.

As the intensity of the war has been rapidly evolving, including the potential for heightened geopolitical tensions in the Middle East, we continue to review reports concerning our operations and business partners and remain vigilant.

Where necessary, we will ramp up our manufacturing capabilities in China as part of our general business contingency strategy.

The risk of cybersecurity incidents may also increase in connection with the ongoing war.

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The semiconductor industry is volatile, with periods of rapid growth followed by industry-wide retrenchment.

These periodic downturns and slowdowns have in the past adversely affected our business, financial condition and operating results.

These periodic downturns and slowdowns have in the past adversely affected our business, financial condition, human resource allocation and operating results.

Downturns have been characterized by, among other things, diminished product demand, excess production capacity, and accelerated erosion of selling prices.

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As a result, demand for our products in future periods is difficult to predict and we sometimes experience inventory shortages or excesses.

We generally order supplies and otherwise plan our production based on internal forecasts for demand.

We generally order supplies and otherwise plan our production based on internal forecasts for demand, especially for supplies with a longer lead time.

We have in the past failed, and may again in the future fail, to accurately forecast demand for our products.

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◦ some sales arrangements have higher gross margins than others;

• canceled or deferred orders;

• cancelled or deferred orders;

• variations in sales channel or mix of direct sales and indirect sales;

• seasonality;

• changes in trade regulations;

• competitive pricing pressures may force us to reduce prices;

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• timing and extent of our research and development efforts;

• severance, restructuring, and other costs of relocating our manufacturing or warehouse facilities;

• retrenchment, severance, restructuring, and other costs of relocating our manufacturing or warehouse facilities;

• inventory write-offs due to obsolescence, project cancellations or other causes;

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Typically, our average selling prices have declined over time due to continuous price pressure from our customers, our competitors and general cost reductions within our industry’s supply chains.

The Chinese government’s initiatives around self-sustainability are propelling China to expand its domestic manufacturing capacity.

The Chinese government’s initiatives around self-sustainability in the semiconductor sector are propelling China to expand its domestic manufacturing capacity.

With considerable incentives from the Chinese government, manufacturers based in China are able to lower selling prices, thereby increasing overall competition.

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In each of our markets, we face competition and the threat of competition from established competitors and potential new entrants.

In addition, established competitors may combine to form larger, better-capitalized companies.

In addition, established competitors may combine to form larger, better-capitalized companies, or enter into strategic collaboration with major process partners.

Some of our competitors have or may have significantly greater financial, engineering, manufacturing and marketing resources than we do.

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Some of these competitors compete across many of our product lines, while others are primarily focused in a specific product area, all of which could result in lowering the barriers to entry.

Some governments may have provided, and will continue to provide, financial assistance or other support to some of our competitors or to new entrants, to advance the nation's growth in the semiconductor equipment and packaging materials industries.

Some governments have provided, and will continue to provide, financial assistance or other support to some of our competitors or to new entrants, to advance the nation's growth in the semiconductor equipment and packaging materials industries.

We expect our competitors to improve their current products’ performance, and to introduce new products and materials with improved price and performance characteristics.

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suppliers for materials and components used in our products, and substantially all of our manufacturing operations are located in countries other than the U.S.

We currently manufacture our ball, wedge, APAMA TM and APTURA TM bonders in Singapore, our Hybrid and Electronic Assembly solutions in the Netherlands, our dicing blades, capillaries and bonding wedges in China, our capillaries in Israel and China, and our advanced dispensing equipment in Taiwan.

We currently manufacture our ball, wedge, APAMA TM and APTURA TM bonders in Singapore, our dicing blades, capillaries and bonding wedges in China, our Hybrid and Electronic Assembly solutions in the Netherlands, our capillaries in Israel, and our advanced dispensing equipment in Taiwan.

We also rely on independent foreign distribution channels for certain of our product lines.

As a result, a major portion of our business is subject to the risks associated with international commerce, particularly Asia/Pacific region, such as:

• stringent and frequently changing trade compliance regulations;

• stringent and frequently changing trade regulations;

• less protective foreign intellectual property laws, and the enforcement of patent and other intellectual property rights;

3 unchanged sentences

• tariff and currency fluctuations;

• trade wars or trade conflicts;

• difficulties of staffing and managing dispersed international operations, including labor work stoppages and strikes in our factories or the factories of our suppliers;

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and those foreign countries in which our customers, subcontractors and materials suppliers have operations.

A protectionist trade environment in either the U.S.

or those foreign countries in which we do business, such as a change in the current tariff structures, export compliance or other trade policies, may materially and adversely affect our ability to sell our products in foreign markets.

In 2025, the U.S.

imposed additional tariffs on a number of countries.

Impacted countries have imposed, and in the future may impose, retaliatory tariffs, and such actions could give rise to an escalation of other trade measures by the countries subject to such tariffs.

In addition to tariffs, the U.S.

has imposed export controls targeted at specific industries, including the semiconductor industry.

These tariffs and other adverse trade actions, as well as the threat of trade wars against foreign countries/regions, have created even more uncertainties in international trade, which may affect our business.

For example, the imposition of tariffs and export controls have indirectly led to an increase in the cost of our products, which if improperly managed, could in turn materially and adversely affect our ability to sell our products in foreign markets.

Catastrophic events, such as pandemics and extreme weather events as a result of climate change, can have a material adverse effect on our operations and financial results.

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We also operate in seismic zones including Taiwan, which is located within a complex zone of convergence between the Philippines Sea Plate and Eurasian Plate.

For example, in April 2024, a magnitude 7.4 earthquake struck Taiwan, resulting in significant injuries and death, leading to a temporary suspension of business and services.

For example, in January 2025, a magnitude 6.4 earthquake struck Tainan, Taiwan, resulting in a temporary suspension of business and services.

Although our advanced dispensing manufacturing operations in Taiwan were not affected, the earthquake resulted in the temporary suspension of other semiconductor factories and suppliers who operate in Taiwan.

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In particular, trade tensions between the U.S.

and China have been escalating since 2018, with U.S.

and China have been ongoing.

There has been a further escalation of trade tensions between the U.S.

and China since 2018, with U.S.

tariffs on Chinese goods and retaliatory Chinese tariffs on U.S.

goods, and there remains significant uncertainty about the future relationship between the U.S.

We cannot predict what further actions may ultimately be taken with respect to tariffs or trade relations between the U.S.

and other countries, what products may be subject to such actions, or what actions may be taken by other countries in response.

inhibit our ability to sell products or purchase necessary equipment and supplies, which could have a material adverse effect on our business, results of operations, or financial condition.

Further changes in trade policy, tariffs, additional taxes, restrictions on exports or other trade barriers, or restrictions on supplies, equipment, and raw materials, may limit our ability to produce products, increase our selling and/or manufacturing costs, reduce the competitiveness of our products, or inhibit our ability to sell products or purchase necessary equipment and supplies, which could have a material adverse effect on our business, results of operations, or financial condition.

Though nearly all of our manufacturing activities take place outside of the U.S., certain of our advanced packaging products are subject to the EAR because they are based on U.S.

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To date, these amendments to the EAR have not had a material direct impact on our business, financial condition or results of operations and we do not expect that they will, although they could have indirect impact, including increasing tensions in U.S.

and Chinese trade relations, potentially leading to negative sentiments towards U.S.-based companies among Chinese consumers.

and Chinese trade relations, potentially leading to negative sentiments towards U.S.

based companies among Chinese consumers.

Additionally, some end users may prefer to avoid the U.S.

1 unchanged sentence

In November 2023, the BIS issued additional rules to update export controls on advanced computing semiconductors and semiconductor manufacturing equipment, as well as items that support supercomputing applications and end uses, to arms embargoed countries, including China.

Further in December 2024, the BIS added new export controls pertaining to high-bandwidth memory, semiconductor manufacturing equipment and related items that enable advanced-node integrated circuit production.

While the BIS rescinded its "Framework for AI Diffusion" in May 2025, there is a possibility of a replacement rule or other similar rules being introduced in the future.

In September 2025, the BIS promulgated the new “ Affiliates Rule ”, which applied restrictions on exports (and reexports and transfers) to any foreign entity that is at least 50% owned, individually or in the aggregate, by one or more entities named on the Entity List, the Military End-User List, or those designated with certain identifiers on the Specially Designated Nationals List of the Office of Foreign Assets Control.

In November 2025, the BIS suspended the application of the Affiliates Rule until November 2026.

We are taking appropriate measures to comply with all applicable BIS Rules.

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Sales to a relatively small number of customers have historically accounted for a significant percentage of our net revenue.

There was no customer with sales representing more than 10% of net revenue in fiscal 2024.

Sales to our ten largest customers comprised 54.8% and 53.6% of our net revenue for fiscal 2025 and fiscal 2024, respectively.

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We may also make commitments from time-to-time to our customers regarding minimum volumes and performance standards, and if we are unable to meet those commitments, we may incur liabilities to our customers.

If we lose orders from a significant customer that we are not

able to replace, or if a significant customer reduces its orders substantially, or if we incur liabilities for not meeting customer commitments, these losses, reductions or liabilities may materially and adversely affect our business, financial condition and operating results.

If we lose orders from a significant customer that we are not able to replace, or if a significant customer reduces its orders substantially, or if we incur liabilities for not meeting customer commitments, these losses, reductions or liabilities may materially and adversely affect our business, financial condition and operating results.

We maintain a backlog of customer orders that is subject to cancellation, reduction or delay in delivery schedules, which may result in lower than expected revenues.

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The semiconductor industry is occasionally subject to double-booking and rapid changes in customer outlooks or unexpected build ups of inventory in the supply channel as a result of shifts in end market demand and macro-economic conditions.

Accordingly, many of these purchase orders or forecasts may be revised or canceled without penalty.

Accordingly, many of these purchase orders or forecasts may be revised or cancelled without penalty.

Even in cases where our standard terms and conditions of sale or other contractual arrangements do not permit a customer to cancel an order without penalty, we may from time to time accept cancellations to maintain customer relationships or because of industry practice, custom or other factors.

The broad-based weakening in the global macroeconomic environment may result in lower than expected demand for our products, and our inability to sell products after we devote significant resources to them could have a material adverse effect on our levels of inventory, revenues and profitability.

The cancellation and wind down of the Project may adversely affect our business, results of operations and financial condition.

In connection with the cancellation of a project with one of its customers (previously referred to as Project W) (the "Project"), on March 11, 2024, the Company committed to a plan to cease operational activities and commence wind down activities concerning various aspects of the Project.

As of September 28, 2024, the wind down activities have been substantially completed and as a result of these activities, the Company incurred certain charges during fiscal year 2024.

The Company's estimates of the anticipated impact on its results of operations and the timing thereof are subject to a number of assumptions and actual amounts may differ materially from estimates.

As we further wind down the Project, we may discover other facts that could require us to incur additional expenses and/or record additional charges that may be different from our initial expectations about the costs of the wind down.

In addition, we may not be able to complete the wind down in all respects due to factors outside of our control.

The cessation of our Electronics Assembly equipment business may adversely affect our business, results of operations and financial condition.

On March 25, 2025, the Board of Directors of the Company approved a strategic plan related to the cessation of the Company's Electronics Assembly ("EA") equipment business.

As part of the plan, the Company began the process of winding down the EA equipment business in an effort to prioritize core semiconductor assembly business opportunities and enhance overall through-cycle financial performance.

The cessation of the EA equipment business is subject to a consultation process with the applicable works council and union representatives, which the Company initiated in the third fiscal quarter of 2025 and, as of October 4, 2025, had substantially completed.

The wind down activities remain ongoing and are expected to be substantially completed by fiscal 2026, after which there will be some service support activities to serve out the remaining customer obligations.

As we work towards the cessation of the EA equipment business, we may discover other facts that could require us to incur additional expenses and/or record additional charges that may be different from our initial expectations.

In addition, we may not be able to complete the wind down in all respects or on time, due to factors outside of our control.

If actual amounts were to differ from our estimates, or if the full and complete wind down takes longer than expected, our results of operations and financial condition could be materially and adversely affected.

Cancellations of significant orders or other similar projects by other customers in the future could also cause the Company to incur additional costs or expenses or lead to a reduction in future revenue, which could materially and adversely affect our results of operations.

As a result of the cancellation of the Project, the Company has refocused its development resources towards other growth-centric opportunities supporting technology changes within the thermocompression, Vertical Fan-Out, Automotive and Dispense markets.

The Company may experience operational difficulties as it shifts its development resources to these other opportunities, which may result in disruptions to the Company's operations.

We cannot be certain that these efforts will be effective or successful, or that we will realize the anticipated benefits of the refocus.

As a result, our results of operations and financial condition could be materially and adversely affected.

Human Capital Risks

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Our future success depends on our ability to hire and retain qualified management, sales, finance, accounting and technical employees, including senior management.

We depend on the continued services and performance of our key personnel, including our executive officers.

If one or more of our executive officers or other key employees were unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be seriously harmed.

Experienced personnel with the relevant and necessary skill sets in our industry are in high demand and competition for their talents is intense, especially in Asia, where most of the Company’s key personnel are located.

If we are unable to continue to attract and retain the managerial, marketing, finance, accounting and technical personnel we require, our business, financial condition and operating results may be materially and adversely affected.

If we are unable to continue to attract and retain the engineering, managerial, sales, supply chain, marketing, finance, field service and technical personnel we require, our business, financial condition and operating results may be materially and adversely affected.

Effective succession planning is also important to our long-term success.

Failure to ensure effective transfer of knowledge and smooth transitions involving senior management could hinder our strategic planning and execution.

From time to time, senior management or other key employees may leave our Company, and the loss of any key employee could result in significant disruptions to our operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of company initiatives, the effectiveness of our

disclosure controls and procedures and our internal control over financial reporting, and the results of our operations.

From time to time, senior management or other key employees may leave our Company, such as the recent departure of our president and chief executive officer on October 28, 2025, and the loss of any key employee could result in significant disruptions to our operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of company initiatives, the effectiveness of our disclosure controls and procedures and our internal control over financial reporting, and the results of our operations.

Changes in immigration policies may also impair our ability to recruit and hire technical and professional talent.

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From time to time we send certain products and equipment to customers or potential customers for testing, evaluation or other purposes in advance of receiving any confirmation of purchase or purchase orders.

Such equipment may be at the customer location for an extended period of time per the agreements with these customers and potential customers.

Such equipment, especially our advanced packaging and advanced dispensing equipment, may be at the customer location for an extended period of time per the agreements with these customers and potential customers.

The customer or potential customer may refuse to buy all or partial quantities of such product or equipment and return this back to us.

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Our efforts to monitor, develop, modify and implement appropriate tests and manufacturing processes for our products may not be sufficient to permit us to avoid a rate of failure in our products that results in substantial delays in shipment, significant repair or replacement costs, potential damage to our reputation or general customer dissatisfaction with our products.

We may also not be able to successfully claim against our suppliers or obtain product liability or other insurance to fully cover such risks.

We may also not be able to successfully claim against our suppliers or obtain product liability or other

insurance to fully cover such risks.

Any of the foregoing risks, if they were to materialize, could have a material adverse effect on our business, results of operations or financial condition.

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Most of our facilities operate under permits that must be renewed periodically.

A violation of those permits may lead to revocation of the permits, fines, penalties or the incurrence of capital or other costs to comply with the permits, including the potential shutdown of operations.

A violation of those permits may lead to revocation of the permits, imposition of fines or penalties, or the incurrence of additional capital expenditure or other costs to comply with the permits, including the potential shutdown of operations.

Compliance with existing or future land use, environmental, climate-related and health and safety laws and regulations may:

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We also could incur significant costs, including cleanup costs, fines or other sanctions and third-party claims for property damage or personal injury, as a result of violations of or liabilities under such laws and regulations.

Increasingly, various agencies and governmental bodies have expressed interest in promulgating rules relating to climate change.

For example, in March 2022, the SEC published a proposed rule that would require companies to provide significantly expanded climate-related disclosures in their Form 10-K, which may require us to incur significant additional costs to comply and impose increased oversight obligations on our management and Board of Directors.

Increasingly, various agencies and governmental bodies, especially in jurisdictions outside the U.S.

where we continue to operate, have expressed interest in promulgating rules relating to climate change.

The cost of complying, or of failing to comply, with these and other regulatory requirements or contractual obligations could adversely affect our operating results, financial condition and ability to conduct our business.

In addition, changes in environmental laws and regulations (including any relating to climate change and greenhouse gas (“GHG”) emissions) could require us, or others in our value chain, to install additional equipment, alter operations to incorporate new technologies or processes and generally enhance audit, surveillance and compliance measures.

In addition, changes in environmental laws and regulations could require us, or others in our value chain, to install additional equipment, alter operations to incorporate new technologies or processes and generally enhance audit, surveillance and compliance measures.

To the extent that higher costs incurred from the above activities result in higher prices for our products, we may experience a reduction in the demand for those products, which could negatively affect our results of operations.

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These transactions place additional demands on our management, our various functional teams and our current labor force.

The combination of businesses may result in the loss of key personnel or an interruption of, or loss of

momentum in, our existing businesses and/or the acquired business.

In addition, we may need to divest existing businesses, which would cause a decline in revenue or profitability and may make our financial results more volatile.

The combination of businesses may result in the loss of key personnel or an interruption of, or loss of momentum in, our existing businesses and/or the acquired business.

In addition, we may need to divest existing businesses, which would cause a decline in revenue or profitability and may make our financial results more

If we fail to integrate and manage acquired businesses successfully or to mitigate the risks associated with divestitures, joint ventures or other alliances, or if the time and costs associated with integration exceeds our expectations, or if our acquired business were to perform poorly, our business, financial condition and operating results may be materially and adversely affected.

Increasing attention to ESG matters, including any targets or other ESG initiatives, could result in additional costs or risks or adversely impact our business

Certain investors, shareholder advocacy groups, other market participants, customers and other stakeholder groups have focused increasingly on companies' environmental, social and governance (“ESG”) initiatives, including those concerning climate change, greenhouse gas emissions, human rights, diversity and inclusion, and shareholder proxy access.

This may result in increased costs, enhanced compliance or disclosure obligations and related costs, or other adverse impacts on our business, financial condition or results of operations.

1 unchanged sentence

Our sustainability report continues to outline our Company’s strategies, initiatives and performance of ESG topics identified through a materiality assessment to be most relevant to the operations and stakeholders of our Company.

In fiscal 2023, we performed an independent, limited external assurance of our direct (Scope 1) and purchased energy indirect (Scope 2) greenhouse gas emission data under the operational control boundary of eight of our global operational sites, and published such limited external assurance in our sustainability report.

In fiscal 2024, we performed an independent, limited external assurance of our direct (Scope 1) and purchased energy indirect (Scope 2) greenhouse gas emission data, as well as selected sustainability performance data that included paper usage, water consumption, and waste generated and disposed, under the operational control boundary of seven of our global operational sites, and published such limited external assurance in our sustainability report.

However, the identification, assessment, and disclosure of such matters remains complex.

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We remain vigilant and take note of similar products and solutions offered by our competitors and, based on reasonable efforts, investigate whether any of our competitors’ products or solutions is the outcome of unlawful reverse engineering.

For example, we are currently investigating a

potential unlawful reverse engineering incident and, where necessary, plan to pursue appropriate legal action against parties that may be involved in such unlawful reverse engineering.

Competitors or third parties (including ex-employees violating their surviving contractual obligations with us) may also copy or reverse engineer aspects of our products or solutions through unlawful means, or illegally use information that we regard as proprietary.

While we conduct active surveillance and monitor potential threats surrounding any unauthorized use from competitors or third parties, we may not be able to detect misuse of our proprietary information before it occurs.

While we conduct active surveillance and monitor potential threats

surrounding any unauthorized use from competitors or third parties, we may not be able to detect misuse of our proprietary information before it occurs.

For example, as a result of our active surveillance, we have learned that certain ex-employees in China, who had access to materials containing proprietary information and trade secrets about our products and designs, may have provided them to their current employer that is our direct competitor.

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In these cases, we defend or in some instances dispel, and will continue to defend or dispel, against claims or negotiate licenses where we consider these actions appropriate.

Intellectual property cases are uncertain, time-consuming and involve complex legal and factual questions.

Intellectual property cases are uncertain, time-consuming and involve complex legal, technical and factual questions.

If we become involved in this type of litigation, it could consume significant resources and divert our attention from our business.

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For example, artificial intelligence (“AI”) may be used to generate cyberattacks with greater scale and efficacy than the traditional threat actors.

In other instance, a cybersecurity threat could be introduced as the result of our business partners incorporating the output of an AI tool that includes a threat, such as introducing malicious code by incorporating an AI generated source code.

In other instance, a cybersecurity threat could be

introduced as the result of our business partners incorporating the output of an AI tool that includes a threat, such as introducing malicious code by incorporating an AI generated source code.

We have experienced, and expect to continue to be subject to, cybersecurity threats and incidents, ranging from employee error or misuse, to individual attempts to gain unauthorized access to information systems, to sophisticated and targeted measures known as advanced persistent threats, none of which have been material to the Company to date.

For example, in May 2024, the Company detected unauthorized access attempts into its network and servers and determined that the threat actor accessed and acquired some of its data, including source code, engineering information, business partner data and personally identifiable information.

The Company believes that this cybersecurity incident has not had a material impact on the Company's operations, and the Company currently does not expect that this incident is reasonably likely to materially impact the Company's overall financial condition, results of operations or business outlook.

Notwithstanding the foregoing, future attempts or breaches might, especially given that threat actors may leverage other means and technologies, including artificial intelligence, to circumvent controls and avoid detection.

However, future attempts or breaches might become more pervasive and sophisticated, especially given that threat actors may leverage other means and technologies, including artificial intelligence, to circumvent controls and avoid detection.

We devote significant resources to network security and other measures to protect our systems and data from unauthorized access or misuse.

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Our failure to implement it successfully, on time and on budget could have a material adverse effect on us.

In 2020 we began implementing a new enterprise resource planning (“ERP”) system, and will continue to implement the new system in phases across our various entities over the next two years.

We are implementing a new enterprise resource planning (“ERP”) system and expect the implementation of new systems across our various entities to take longer than initially expected, which may cause us to incur additional costs.

Notwithstanding the above, we continue to rely on our existing enterprise resource planning system and have not experienced any disruptions to our business, operations and financial reporting.

ERP implementations are complex, time-consuming, labor intensive, and involve substantial expenditures on system software and implementation activities.

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Any such implementation involves risks inherent in the conversion to a new computer system, including loss of information and potential disruption to our normal operations.

The implementation and maintenance of the new ERP system has required, and will continue to require, the investment of significant financial and human resources and the implementation may be subject to delays and cost overruns.

In addition, we may not be able to successfully complete the implementation of the new ERP system without experiencing difficulties.

Any disruptions, delays or deficiencies in the design and implementation or the ongoing maintenance of the new ERP system could adversely affect our ability to process orders, ship products, provide services and customer support, send invoices and track payments, fulfill contractual obligations, accurately maintain books and records, provide accurate, timely and reliable reports on our financial and operating results, including reports required by the

SEC such as the evaluation of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, and otherwise operate our business.

Additionally, if we do not effectively implement the ERP system as planned or the system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess it adequately could be delayed.

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dollar could increase the cost of local operating expenses and procurement of raw materials, both of which could have an adverse effect on our cash flows.

Our primary exposures include the Singapore Dollar, Chinese Yuan, Japanese Yen, Swiss Franc, Philippine Peso, Thai Baht, Taiwan Dollar, South Korean Won, Israeli Shekel, Malaysian Ringgit and Euro.

Our primary exposures include the Singapore Dollar, Chinese Yuan, Japanese Yen, Swiss Franc, Philippine Peso, Thai Baht, New Taiwan Dollar, South Korean Won, New Israeli Shekel, Malaysian Ringgit and Euro.

Although we have entered into foreign exchange forward contracts from time to time to hedge our operating expenses against certain foreign currency exposure, our attempts to hedge against these risks may not be successful and may result in a material adverse impact on our financial results and cash flows.

Changes to our existing tax incentive in Singapore may materially reduce our reported results of operations in future periods.

Our existing tax incentive, scheduled to expire in January 2025, allows certain classes of income to be subject to reduced income tax rates in Singapore provided we meet certain employment and investment conditions.

If we cannot, or elect not to, comply with these conditions, we could be required to refund material tax benefits previously realized with respect to this tax incentive.

There cannot be assurances that we are able to benefit from future tax incentives granted by the Singapore government beyond the expiration of our existing tax incentive.

In the absence of any tax incentive, the income tax rate in Singapore that would otherwise apply is 17%, which would result in a significant increase in our provision for (benefit from) income taxes in future periods.

Changes in tax legislation could adversely impact our future profitability.

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Although the timing and methods of implementation may vary, many countries, including those in the Asia/Pacific region in which we have significant operations, have implemented, or are in the process of implementing, legislation or practices inspired by the base erosion and profit shifting project undertaken by the Organization for Economic Co-operation and Development (“OECD”), for example, Pillar Two.

While we do not expect Pillar Two to have a material tax impact in fiscal 2025, we will continue to monitor new tax legislation and other developments since changes in tax legislation, or in the interpretation of existing legislation, could materially and adversely affect our financial condition and operating results.

While Pillar Two did not have a material tax impact in fiscal 2025, we will continue to monitor new tax legislation and other developments since changes in tax legislation, or in the interpretation of existing legislation, could materially and adversely affect our financial condition and operating results.

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted, introducing amendments to U.S.

tax laws, including expensing of domestic research and development costs, a limitation on business interest expense, and other tax changes, with effective dates beginning in tax year 2025 (the Company's fiscal year 2026).

The Company is still evaluating the impact the tax law changes will have on its future consolidated financial statements.

These legislative changes could materially and adversely affect our financial condition and operating results in future periods.

Other changes in taxation could materially impact our future effective tax rate.

Additionally, our future effective tax rate could be affected by numerous other factors including higher or lower than anticipated foreign earnings in various jurisdictions where we are subjected to tax rates that differ from the U.S.

federal statutory tax rate, by changes in the valuation allowances recorded against certain deferred tax balances, or

by changes in accounting principles and reporting requirements, or including the interpretations and application of such accounting principles and reporting requirements.

federal statutory tax rate, by changes in the valuation allowances recorded against certain deferred tax balances, or by changes in accounting principles and reporting requirements, or including the interpretations and application of such accounting principles and reporting requirements.

Changes in our assertion for foreign earnings, whether permanently or non-permanently reinvested, as a result of changes in facts and circumstances or challenges by tax authorities to our historic or future tax positions and transfer pricing policies, could also significantly adversely impact our future effective tax rate.

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Any such series of preferred shares could contain dividend rights, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences or other rights superior to the rights of holders of our common stock.

In addition, we are authorized to issue, without shareholder approval, up to an aggregate of 200 million common stock, of which approximately 53.9 million shares were outstanding as of September 28, 2024.

In addition, we are authorized to issue, without shareholder approval, up to an aggregate of 200 million common stock, of which approximately 51.9 million shares were outstanding as of October 4, 2025.

We are also authorized to issue, without shareholder approval (except as required by the rules of the Nasdaq stock market), securities convertible into either common stock or preferred stock.

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For example, our articles of incorporation and bylaws contain provisions that:

• classify our board of directors into four classes, with one class being elected each year;

• permit our board to issue “blank check” preferred shares without shareholder approval;

• prohibit us from engaging in some types of business combinations with a holder of 20% or more of our voting securities without super-majority board or shareholder approval.

Further, under the Pennsylvania Business Corporation Law, because our shareholders approved bylaw provisions that provide for a classified board of directors, shareholders may remove directors only for cause.

On June 5, 2025, the Board approved an amendment and restatement of our bylaws to declassify the Board and provide for the annual election of all directors, phased in over a four-year period.

As a result, at the 2029 annual meeting of shareholders and each annual meeting of shareholders thereafter, all directors will be elected for a one-year term expiring at the next annual meeting of shareholders.

Until such time when the above declassification is complete, shareholders may remove directors only for cause.

These provisions and some other provisions of the Pennsylvania Business Corporation Law could delay, defer or prevent us from experiencing a fundamental change and may adversely affect our common shareholders' voting and other rights.

6 unchanged sentences

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What changed 10-K

Item 1A. Risk Factors