What changed in this filing

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Item 1A. Risk Factors

2026-03-11 compared with 2025-03-11 · 147 added, 112 removed, 218 unchanged (54% of the section changed)

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You should understand that it is not possible to predict or identify all risk factors that could impact us.

For example, it is unclear what effects the on-going war between Russia and Ukraine and the conflict in the Middle East between Israel and Hamas are likely to have on the world economy and certain of our target markets, including particularly the oil and gas market, in the near and long term.

In addition, macroeconomic factors such as inflation, unemployment, interest rates, and tariffs or trade barriers (including recent U.S.

tariffs imposed or threatened to be imposed on China, Canada, Mexico and other countries and any retaliatory actions take by such countries) amongst others, will impact our business.

Accordingly, you should not consider the following to be a complete discussion of all risks and uncertainties pertaining to us and our common stock.

For example, ongoing geopolitical conflicts, including the war between Russia and Ukraine, the unrest in the Middle East, including the recent conflict between the U.S.

and Iran, and the recent intervention in Venezuela, continue to contribute to global energy market volatility, supply chain disruption, and economic uncertainty that could affect certain of our end markets, particularly oil and gas.

Broader macroeconomic conditions, including inflationary pressures, higher interest rates, labor market tightness, and evolving trade policies or tariffs and retaliatory responses, may also impact our costs, customer spending, and project timing.

In addition, emerging regulatory and market developments related to climate change, the use of AI, cybersecurity, and sustainability reporting may introduce new compliance requirements or operational risks.

Accordingly, the following discussion should not be viewed as an exhaustive list of all risks and uncertainties that could impact our business or the value of our common stock.

Risks Related to Our Business

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Although we have expanded our customer base into industries other than the oil and gas industry, we still receive a majority of our revenues from this industry.

Our services are vital to the operators of plants, refineries, and pipelines, and we have expanded our services offerings, such as expanding our mechanical and in-line inspection services capabilities.

However, economic slowdowns or low oil prices have, and could continue to, result in cutbacks in contracts for our services.

In addition, low oil prices could depress the level of new exploration and construction, which would adversely affect our market opportunities.

If the price of oil were to decrease, our revenues, profits and cash flows may be reduced.

If the price of oil reaches record, or near record levels as it did in 2023, we may experience delays or deferrals in performing inspection services to customers in the oil and gas industry.

While we continue to expand our market presence in the aerospace, power generation and transmission, and the chemical processing industries, among others, these markets are also cyclical in nature and as such, are subject to economic downturns.

In addition, it is unclear what the continued effects the war between Russia and Ukraine and the conflict in the Middle East between Israel and Hamas are likely to have on the world economy and certain of our target markets, including particularly the oil and gas market, in the near and long term.

However, the on-going war between Russia and Ukraine continues to create disruptions in the oil and gas market and the supply chain in general, which is resulting in some disruption to our business operations.

Our European operations are currently experiencing increased costs associated with higher energy costs, among

others, due in part to the on-going war between Russia and Ukraine.

We may also experience increased costs associated with tariffs or trade barriers (including recent U.S.

tariffs imposed or threatened to be imposed on China, Canada, Mexico and other countries and any retaliatory actions taken by such countries).

Our services remain critical to the integrity and safety of energy infrastructure, including refineries, pipelines, offshore platforms, and petrochemical facilities.

We have broadened our portfolio to include enhanced mechanical and in-line inspection services, digital and data-driven integrity solutions, and asset protection technologies.

However, the oil and gas industry is cyclical and subject to fluctuations in commodity prices, capital spending, and production activity.

In addition, economic slowdowns or low oil prices have, and could continue to, result in cutbacks in contracts for our services.

While oil prices have generally stabilized in 2025 following periods of volatility in prior years, any sustained decline could lead to reduced maintenance spending and deferrals of nonessential projects by our customers, which would adversely affect demand for our services and our results of operations.

Conversely, sustained periods of elevated oil prices can also negatively impact our business if our customers delay inspection and maintenance activities due to higher operating costs, supply chain constraints, or labor shortages.

Demand for a substantial portion of our products and services depends on the level of capital expenditures invested in the oil and natural gas industry.

Ongoing uncertainties related to future crude oil demand and the willingness of operators to invest in U.S.

land-based drilling, completion and production activities given efficiencies gained and regulatory pressures may result in a material adverse impact on our financial condition, results of operations and cash flows.

Any prolonged reduction in the overall level of exploration and production activities, whether resulting from changes in oil and natural gas prices or otherwise, could have an adverse effect on our equipment utilization, revenues, cash flows and profitability;

our ability to obtain additional capital to finance our business and the cost of that capital;

and our ability to attract and retain skilled personnel.

We continue to diversify our business across other end markets, including aerospace and defense, power generation and transmission, chemical processing, and infrastructure, as well as emerging opportunities in renewable energy and advanced materials.

These industries, however, are also cyclical and can be affected by economic slowdowns, supply chain challenges, and changes in government policies or investment levels.

Geopolitical instability, including the ongoing war between Russia and Ukraine, conflict in the Middle East, including the recent conflict between the U.S.

and Iran, and the recent intervention in Venezuela, continues to contribute to energy market volatility and broader macroeconomic uncertainty.

These conflicts have disrupted global supply chains and contributed to elevated energy and material costs in certain regions, particularly impacting our European operations.

Additionally, evolving trade policies, tariffs, and other regulatory or retaliatory actions affecting the flow of goods and materials, particularly between the United States, China, and other major trading partners, could increase our operating costs or impact customer demand in certain markets.

Any of these factors could adversely affect our revenues, profitability, and cash flows.

If we are unable to successfully execute our growth strategy, our business, financial condition, and results of operations could be materially and adversely affected

Our long‑term growth strategy depends on expanding and digitalizing our asset‑protection solutions, increasing our presence in certain end markets, broadening our mechanical services, enhancing technology‑enabled offerings, and expanding our solutions to new and existing customers.

Successful execution of our long-term growth strategy requires ongoing innovation, effective technology development, sufficient capital investment, scalable operations, qualified personnel, and strong customer and partner relationships.

We may not achieve the growth contemplated by our strategic plans.

Our growth initiatives could take longer or cost more than expected, may not generate anticipated returns, or may be constrained by customer adoption rates, competitive pressures, regulatory changes, or operational limitations.

If we fail to implement these growth initiatives successfully, or if they do not produce the expected benefits, our revenue trajectory, profitability, and competitive position could be materially harmed.

As a result, our actual performance may differ materially from our expectations.

We may be affected by climate change and market or regulatory responses to climate change

Climate change could have a material adverse effect on our results of operations, financial condition, and liquidity.

Climate change and related legislative, regulatory, and market developments could have a material adverse effect on our results of operations, financial condition, and liquidity.

Restrictions on emissions, including those that have already been adopted and others that are expected to be adopted in the future, could affect our customers that (i) use commodities to produce energy, (ii) use significant amounts of fossil fuel to produce or deliver commodities, or (iii) manufacture or produce goods that consume significant amounts of fossil fuels or burn fossil fuels.

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Any of these factors, individually or with one or more of the other factors, or other unforeseen impacts of climate change could have a material adverse effect on our results of operations, financial condition and liquidity.

In addition, changes in international, federal, state and local legislation and regulation based on concerns about climate change and increasing climate-related disclosures, including the rules proposed by the SEC, could result in increased compliance and data collection costs if, and when, such laws and regulations become effective.

In addition, government incentives supporting renewable energy development and the broader energy transition may cause shifts in capital allocation away from traditional oil and gas infrastructure, which could reduce activity levels in markets we serve.

Conversely, increased investment in renewable and alternative energy sources may create new opportunities for our services;

however, the pace and scale of such transitions remain uncertain.

New and evolving international, federal, state, and local legislation and regulation based on concerns about climate change, including emerging climate disclosure and reporting requirements such as the SEC’s final climate-related disclosure rules, which were stayed in April 2024, may also increase our compliance, data collection, and reporting costs.

In addition, in October 2023, California enacted the Climate Corporate Data Accountability Act (“SB-253”), which mandates the disclosure of greenhouse gas emissions, including Scope 1, Scope 2 and Scope 3 emissions;

and the Climate-Related Financial Risk Act (“SB-261”), which mandates the disclosure of climate-related financial risks, and measures adopted to reduce and adapt to such risks.

California has delayed formal rulemaking for SB-253 until the first quarter of 2026.

As of the date of this Annual Report, SB-261 is subject to a court injunction on its implementation.

We continue to monitor and review developments relating to SB-253 and SB-261.

Meeting these evolving regulatory and stakeholder expectations may require additional investment in systems, processes, and personnel, and noncompliance could result in reputational or legal risks.

Any of these factors, individually or collectively, could adversely affect our results of operations, financial condition, and liquidity.

Our international operations are subject to risks relating to non-U.S.

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We also have operations in Belgium, Greece, India and Mexico.

From time to time, we may conduct business in other jurisdictions where we do not maintain significant or core operations.

There are numerous risks inherent in doing business in international markets, including:

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This concentration pertains almost exclusively to our North America segment, which accounted for 81%, 81%, and 82% of our revenues for the years ended December 31, 2025, 2024 and 2023, respectively.

These customers are primarily in the oil and gas

These customers are primarily in the oil and gas sector.

Generally, our customers do not have an obligation to make purchases from us and may stop ordering our products and services or may terminate existing orders or contracts at any time with little or no financial penalty.

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Many of our customers have strict requirements concerning safety or loss time occurrences and if we are unable to meet these requirements it could result in lost revenues.

In the future, governmental agencies may seek to change current regulations or impose additional regulations on our business.

In the future, governmental agencies may seek to change current regulations or impose additional regulations on our

Any modified or new government regulation applicable to our current or future asset protection solutions may negatively impact the marketing and provision of those solutions and increase our costs of providing these solutions and have a corresponding adverse effect on our margins.

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While we do have insurance, our insurance coverage does not cover non-payment by customers and may not be adequate to cover the damages from any of the prior referenced claims, forcing us to bear these uninsured damages directly, which could harm our operating results and may result in additional expenses and possible loss of revenues.

An accident or incident for which we are found partially or fully responsible, even if fully insured, or even an incident at a customer or site for which we provide services although we were

found not to be responsible, may also result in negative publicity, which would harm our reputation among our customers and the public, cause us to lose existing and future contracts or make it more difficult for us to compete effectively, thereby significantly harming our operating performance.

An accident or incident for which we are found partially or fully responsible, even if fully insured, or even an incident at a customer or site for which we provide services although we were found not to be responsible, may also result in negative publicity, which would harm our reputation among our customers and the public, cause us to lose existing and future contracts or make it more difficult for us to compete effectively, thereby significantly harming our operating performance.

In addition, the occurrence of an accident or incident might also make it more expensive or extremely difficult for us to insure against similar events in the future.

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If our safety record is not within the levels required by our customers, or compares unfavorably to our competitors, we could lose business, be prevented from working at certain facilities or suffer other adverse consequences, all of which could negatively impact our business, revenues, reputation and profitability.

If our software or system produces inaccurate information or are incompatible with the systems used by our customers and

make us unable to successfully provide our solutions, it could lead to a loss of revenues and customers.

If our software or system produces inaccurate information or are incompatible with the systems used by our customers and make us unable to successfully provide our solutions, it could lead to a loss of revenues and customers.

Our software and systems are complex and, accordingly, may contain undetected errors or failures.

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The extent of our future success depends on how successful we are in these endeavors.

In 2023, we commenced a broad review of our operations, which we refer to as "Project Phoenix".

Through Project Phoenix, we have been exploring ways to improve profitability and Adjusted EBITDA, through meaningful margin improvement and sustained cost savings.

We have completed most phases of the project in 2023, wherein efficiency and profitability opportunities were identified, actionable initiatives were validated, and many of these actions have been implemented prospectively throughout 2024.

Project Phoenix has resulted in significant cost reductions, primarily through headcount reductions, more efficient workflows, and streamlining of processes, and also led to developing and initiating action plans to increase revenue.

We believe our Project Phoenix initiatives will benefit the Company and our stockholders in the long run.

However, we cannot be certain that some of the cost reductions could result in problems with our operations, lost opportunities, weakening of controls and procedures or other adverse effects if we misjudged the impact of the headcount reductions and other changes that we have implemented and are currently implementing.

In addition, headcount reductions can result in lower employee morale and result in employees deciding to leave the Company, which would further adversely impact our businesses.

In 2023, we initiated a broad operational review, referred to as “Project Phoenix,” aimed at improving profitability and Adjusted EBITDA through meaningful margin enhancement and sustained cost savings.

Most phases of Project Phoenix were completed in 2023, including the identification of efficiency and profitability opportunities, validation of actionable initiatives, implementation of key changes throughout 2024, and the continuation of ongoing cost containment and related initiatives during 2025.

These efforts have resulted in cost reductions through headcount optimization, streamlined workflows, and process improvements, as well as the development of plans to increase revenue.

While we believe Project Phoenix and ongoing cost containment initiatives will benefit the Company and its stockholders over the long term, there is no certainty that the initiatives will produce the intended results on our expected timeframes or at all.

Cost reductions and operational changes could inadvertently disrupt our business, weaken internal controls or procedures, limit growth opportunities, or otherwise adversely affect operations.

Additionally, headcount reductions and process changes may negatively impact employee morale, potentially leading to higher turnover, loss of key personnel, and further operational challenges, which could materially affect our financial performance.

We operate in competitive markets and if we are unable to compete successfully, we could lose market share and revenues and our margins could decline.

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In addition, because the asset protection solutions industry is evolving, we could lose insight into trends that may be emerging, which would further harm our competitive position by making it difficult to predict and respond to customer needs.

If the market for our asset protection

solutions does not continue to develop, our ability to grow our business would be limited and we might not be able to maintain profitability.

If the market for our asset protection solutions does not continue to develop, our ability to grow our business would be limited and we might not be able to maintain profitability.

If we cannot convince our customers of the advantages and value of our advanced NDT services, we could lose large contracts or suffer lower profit margin.

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Our credit agreement contains financial covenants that require us to maintain compliance with specified financial ratios.

fail to comply with these covenants, the lenders could prevent us from borrowing under our credit agreement, require us to pay

all amounts outstanding, require that we cash collateralize letters of credit issued under the credit agreement and restrict us from

making acquisitions.

If the maturity of our indebtedness is accelerated, we then may not have sufficient funds available for

repayment or the ability to borrow or obtain sufficient funds to replace the accelerated indebtedness on terms acceptable to us,

We believe that it is probable, based on the Credit Agreement (as defined herein), that we will be able to comply

with the financial covenants in our existing credit agreement and that sufficient credit remains available under the credit agreement to meet our liquidity needs.

If we fail to comply with these covenants, the lenders could prevent us from borrowing under our credit agreement, require us to pay all amounts outstanding, require that we cash collateralize letters of credit issued under the credit agreement and restrict us from making acquisitions.

If the maturity of our indebtedness is accelerated, we then may not have sufficient funds available for repayment or the ability to borrow or obtain sufficient funds to replace the accelerated indebtedness on terms acceptable to us, or at all.

We believe that it is probable, based on the Credit Agreement (as defined herein), that we will be able to comply with the financial covenants in our existing credit agreement and that sufficient credit remains available under the credit agreement to meet our liquidity needs.

However, due to the uncertainties being caused by the significant volatility in oil prices and volatility in the aerospace production, such matters cannot be predicted with certainty.

Our current credit agreement also imposes restrictions on our ability to engage in certain activities, such as creating liens,

making certain investments, incurring more debt, disposing of certain property, paying dividends and making distributions and

entering into a new line of business.

While these restrictions have not impeded our business operations to date, if our plans

change, these restrictions could be burdensome or require that we pay fees to have the restrictions waived.

In addition, due to

our current debt levels and restrictions related to the debt covenants in our credit facility, we do not expect to make any

acquisitions in 2025 other than small acquisitions with the approval of the lenders under our Credit Agreement.

Our current credit agreement also imposes restrictions on our ability to engage in certain activities, such as creating liens, making certain investments, incurring more debt, disposing of certain property, paying dividends and making distributions and entering into a new line of business.

While these restrictions have not impeded our business operations to date, if our plans change, these restrictions could be burdensome or require that we pay fees to have the restrictions waived.

In addition, due to our current debt levels and restrictions related to the debt covenants in our credit facility, we do not expect to make any acquisitions in 2026 other than small acquisitions with the approval of the lenders under our Credit Agreement.

Currency exchange rate fluctuations in various currencies in which we do business, especially the Euro and the U.S.

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Dollar relative to these foreign currencies have a direct impact on the value in U.S.

Dollars of our foreign currency denominated

assets and liabilities, even if the value of these items has not changed in their original currency.

Dollars of our foreign currency denominated assets and liabilities, even if the value of these items has not changed in their original currency.

We do not currently enter into forward exchange contracts to hedge exposures denominated in foreign currencies.

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We face risks regarding our information technology and security.

Significant disruptions of our information technology systems or breaches of information security could adversely affect our

We rely upon information technology systems to operate many parts of our business.

We routinely collect, store and

transmit large amounts of sensitive or confidential information, including data from the results of our testing and inspections.

We deploy and operate various technical and procedural controls to maintain the confidentiality and integrity of such sensitive

or confidential information.

Furthermore, as we automate more of our inspection process and procedures, including through the

use of MISTRAS Digital, we become more vulnerable to security breaches and other system disruptions.

In addition, we rely on

third parties for significant elements of our information technology infrastructure and, as a result, we are managing many

independent vendor relationships with third parties who may or could have access to our confidential information.

complexity of our information technology and information security systems, and those of our third-party vendors with whom we contract (and the large amounts of confidential information that is present on them), make such systems potentially vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees or vendors, or from attacks by malicious third parties.

Such attacks are of ever-increasing levels of sophistication and expertise, including organized criminal groups, “hacktivists” and others.

Due to the nature of some of these attacks, there is a risk that they may remain undetected for a period of time.

While we have invested in the protection of data and information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches.

Any such interruption or breach of our systems could adversely affect our business operations and/or result in the loss of critical or sensitive confidential information, and could result in financial, legal, business and reputational harm to us.

We maintain cyber liability insurance.

However, this insurance may not be sufficient to cover the financial, legal, business or reputational losses that may result from an interruption or breach of our systems.

The occurrence or perception of security breaches in connection with our asset protection solutions or our customers’ concerns about internet security or the security of our solutions, whether warranted or not, would likely harm our reputation and business, inhibit market acceptance of our asset protection solutions and cause us to lose customers, any of

which would harm our financial condition and results of operations.

In addition, much of our computer and communications hardware is located at a single facility.

We have a back-up data-center

and storage in a different geographic area.

Should a natural disaster or some other event occur that damages our primary data

center or significantly disrupts its operation, such as human error, fire, flood, power loss, telecommunications failure, break-ins,

terrorist attacks, acts of war and similar events, we could suffer temporary interruption of key functions and capabilities before

the back-up facility is fully operational.

Events such as natural disasters, industrial accidents, epidemics, pandemics, war and acts of terrorism, and adverse weather

conditions could disrupt our business or the business of our customers, which could significantly harm our operations, financial results and cash flow.

Our operations and those of our customers are susceptible to the occurrence of catastrophic events outside our control, which

may include events like epidemics, pandemics and other health crises, severe weather conditions, industrial accidents, and acts

of war and terrorism, to name a few.

We continue to actively monitor the conflict in the Middle East between Israel and Hamas, and the war between Russia and Ukraine and the sanctions imposed upon Russia in order to assess impacts to our customers and our operations.

At this time, we do not believe there is a material impact on our operations, however the future impact of the conflict, and additional sanctions imposed, are uncertain.

Any such events could cause a serious business disruption that reduces our customers’ need or interest in purchasing our asset

protection solutions.

In the past, such events have resulted in order cancellations and delays because customer equipment,

facilities or operations have been damaged, or are not then operational or available.

A large portion of our customer base has

operations in the Gulf of Mexico, which is subject to hurricanes and tropical storms.

Hurricane-related disruptions to our

customers’ operations have adversely affected our revenues in the past.

Such events in the future may result in substantial delays in the provision of solutions to our customers and the loss of valuable equipment.

In addition, our results can be adversely impacted by severe winter weather conditions, which can result in lost workdays and temporary closures of customer facilities or outdoor projects.

In addition, these events could disrupt commodity prices or financial markets or have other negative macroeconomic impacts,

such as the conflict in the Middle East between Hamas and Israel and the on-going war between Ukraine and Russia, which could harm our business.

We rely extensively on information technology systems to operate and support many aspects of our business, including data management, customer communications, and financial and operational processes.

We routinely collect, store, process, and transmit significant amounts of sensitive, confidential, or proprietary information, including customer data, intellectual property, and the results of our testing and inspection services.

As we continue to automate and digitize our inspection processes, deploy cloud-based applications, and use remote connectivity tools, our exposure to cybersecurity threats has increased.

Cybersecurity incidents, whether resulting from malicious attacks (such as ransomware, phishing, or other network intrusions), employee or contractor error, system malfunction, or inadequate security practices by third parties, could compromise the confidentiality, integrity, or availability of our systems and data.

These threats continue to evolve in frequency, scale, and sophistication and may be difficult to prevent, detect, or mitigate.

Although we employ a range of security measures, including technical, administrative, and physical safeguards, as well as incident response procedures and cyber liability insurance, these controls and safeguards may not prevent or mitigate all cybersecurity incidents or service interruptions.

Furthermore, we rely on third-party vendors and cloud service providers for various elements of our information technology infrastructure.

A cybersecurity breach or failure of a third-party vendor’s systems could expose our confidential information or disrupt our operations.

Any such event, whether involving our systems or those of a third party, could result in the loss, unauthorized access, or disclosure of sensitive data;

interruptions in our operations;

reputational harm;

loss of customers;

regulatory investigations;

or other financial losses.

Our cyber liability insurance coverage may not be sufficient to offset all costs or consequences arising from a significant cybersecurity incident.

In addition, much of our computer and communications hardware is located at a primary facility, and although we maintain a geographically separate backup data center, a natural disaster, human error, fire, flood, power loss, telecommunications failure, cyberattack, or similar event could cause temporary interruptions of our key functions and capabilities.

Events such as natural disasters, industrial accidents, epidemics, pandemics, war and acts of terrorism, and adverse weather conditions could disrupt our business or the business of our customers, which could significantly harm our operations, financial results and cash flow.

Our operations, and those of our customers, are susceptible to catastrophic events outside our control, including natural disasters, severe weather events, industrial accidents, epidemics or pandemics, acts of war or terrorism, and other large-scale disruptions.

Any such events could cause significant business interruption, property damage, or supply chain disruption that could adversely affect our operations, financial results, and cash flows.

We continue to monitor geopolitical instability, including the ongoing war between Russia and Ukraine, the conflict in the Middle East, including the recent conflict between the U.S.

and Iran, and the recent intervention in Venezuela, as well as sanctions and other government actions arising from these conflicts.

While, to date, these events have not had a material impact on our operations, their duration, escalation, or economic ripple effects, such as volatility in energy markets, supply chain challenges, or inflationary pressures, could adversely affect our customers, particularly those in the oil and gas, power generation, and chemical processing industries.

Our business can also be affected by severe weather and natural disasters.

Many of our customers operate in regions such as the Gulf of Mexico that are vulnerable to hurricanes and tropical storms.

In the past, hurricane-related disruptions to customer operations have adversely impacted our revenues, and similar events in the future could result in delays to our projects, lost equipment, or reduced demand for our services.

Likewise, severe winter weather and other adverse conditions can cause temporary work stoppages, reduced field activity, and customer facility closures.

Beyond physical disruptions, these events can also negatively impact commodity prices, financial markets, and overall customer spending levels.

Extended or repeated disruptions from such events could materially affect our ability to provide services, damage customer relationships, and negatively impact our results of operations, financial condition, and cash flows.

We may use artificial intelligence in our business, which could result in reputational harm, competitive harm, and legal liability, and adversely affect our business, results of operations and financial condition.

We are increasingly integrating digital technologies, data analytics, and artificial intelligence (“AI”), including machine learning and generative AI, into our operations, service delivery, and business support functions.

For example, we may use AI-driven tools to assist in data interpretation, automate aspects of inspection and analysis, enhance asset integrity assessments, improve workflow efficiency, and support back-office and administrative functions.

We also utilize, and may further adopt, third-party software and platforms that incorporate AI technology.

While we believe these technologies offer opportunities to enhance our productivity and competitiveness, their use presents new and evolving risks.

Our competitors or other third parties may adopt and implement AI tools more rapidly or effectively than we do, which could adversely affect our competitive position.

In addition, AI systems can be complex and may produce unintended or inaccurate outputs, particularly when trained on incomplete or biased data.

Misapplication or errors in AI-generated analyses could negatively affect service quality, lead to flawed asset integrity assessments, or otherwise result in operational or reputational harm.

The legal requirements relating to AI continue to evolve and remain uncertain, including how legal developments could impact our business and ability to enforce our proprietary rights or protect against infringement of those rights.

Cybersecurity threat actors may utilize AI tools to automate and enhance cybersecurity attacks against us.

Such cybersecurity attacks, if successful, could lead to data breaches, loss of confidential or sensitive information, and financial or reputational harm.

In addition, investors, analysts, and other market participants may use AI tools to process, summarize or interpret our financial information or other data about us.

The use of AI tools in financial and market analysis may introduce risks similar to those described above, including an inaccurate interpretation of our financial or operational performance or market trends or conditions, which in turn could result in inaccurate conclusions or investment recommendations.

The regulatory and legal framework governing AI use is rapidly developing across multiple jurisdictions, including emerging requirements around transparency, accountability, cybersecurity, and data privacy.

Compliance with these evolving laws and

regulations could increase our operating costs or limit our ability to deploy certain AI-enabled tools.

Moreover, there has been a notable rise in AI-related litigation and regulatory actions involving areas such as intellectual property, privacy, product liability, consumer protection, and defamation.

If our use of AI or that of our vendors results in errors, misuse, data breaches, or regulatory non-compliance—or is perceived as unethical or unsafe—our reputation, customer relationships, and brand value could be harmed.

Any of these outcomes could adversely affect our business, financial condition, results of operations, or cash flows.

Changes to U.S.

tariff and import/export regulations may have a negative effect on us.

There have been significant changes to United States trade policies, treaties and tariffs, and in the future there may be additional significant changes.

These and any future developments, and continued uncertainty surrounding trade policies, treaties and tariffs, may have a material adverse effect on global economic conditions, inflation and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States.

Such uncertainty limits our ability to anticipate, plan for, or effectively mitigate the adverse impacts of such measures on our operations and supply chain costs.

Any of these factors could depress economic activity and restrict our access to suppliers or customers, increase our supply-chain costs and expenses and could have material adverse effects on our business, financial condition and results of operations.

Risks Related to Our Common Stock

The family of our late founder and Chairman Emeritus has significant influence over the direction of our business.

The family of our late founder and Chairman Emeritus may be able to exert significant influence over the direction of our business.

The concentrated ownership of our common stock may prevent other stockholders from influencing significant corporate decisions.

Vahaviolos, our late fo under and Chairman Emeritus, who passed away on February 6, 2025, owned at the time of his passing, approximately 6% of our outstanding common stock, his three adult children owned, at the time of his passing an additional 6%, in the aggregate, and a grantor retained annuity trust he created, for which his daughter is the sole trustee, owned approximately 22% at the time of his passing.

As a result, the family of Dr.

Vahaviolos has significant control over the Company and they have the ability to exert substantial influence over all matters requiring approval by our stockholders, including the election and removal of directors, amendments to our certificate of incorporation, and any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions.

This concentration of ownership could be disadvantageous to other stockholders with differing interests from the family of Dr.

The widow of Dr.

Vahaviolos, our late founder and Chairman Emeritus, who passed away on February 6, 2025, and his three adult children beneficially own, to our knowledge, approximately 33.7% of our outstanding common stock.

As a result, these shareholders, acting individually or potentially as a group, have significant control and the ability to exert influence over all matters requiring approval by our stockholders.

This concentration of ownership could be disadvantageous to our other stockholders with interests differing from interests of the family members.

We currently have no plans to pay dividends on our common stock.

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We cann ot predict the size of future issuances of our common stock or the effect, if any, that future sales and issuances of shares of our common stock, or the perception of such sales or issuances, would have on the market price of our common stock.

We currently have approximately 170 million shares of common stock available for issuance.

We currently have approximately 168 million shares of common stock available for issuance as of the date of this Annual Report.

Provisions of our certificate of incorporation, bylaws and of Delaware law could discourage, delay or prevent a change of control of our company, which may adversely affect the market price of our common stock.

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• prohibit cumulative voting in the election of directors, which may otherwise allow holders of less than a majority of stock to elect some directors;

• establish advance notice requirements for stockholder nominations to our Board or for stockholder proposals that can be acted on at stockholder meetings and limit the right to call special meetings of stockholders to the Chairman of our board, our Chief Executive Officer, our Board acting pursuant to a resolution adopted by a majority of directors or our

Secretary upon the written request of stockholders entitled to cast not less than 35% of all the votes entitled to be cast at such meeting.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which may, unless certain criteria are met, prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a prescribed period of time.

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Our quarterly operating results have fluctuated in the past and may do so in the future.

Accordingly, we believe that

period-to-period comparisons of our results of operations may be the best indicators of our business.

You should not rely upon

the results of one quarter as an indication of future performance.

Accordingly, we believe that period-to-period comparisons of our results of operations may be the best indicators of our business.

You should not rely upon the results of one quarter as an indication of future performance.

Our revenues and operating results may fall below the expectations of securities analysts or investors in any future period.

Our failure to meet these expectations may cause the market price of our common stock to decline, perhaps substantially.

Our quarterly revenues and operating results may vary depending on a number of factors, including those listed previously under “—Risks Related to Our Business.” In addition, the price of our

common stock is subject to general economic, market, industry, and competitive conditions, the risk factors discussed herein

and numerous other conditions outside of our control.

Our quarterly revenues and operating results may vary depending on a number of factors, including those listed previously under “Risks Related to Our Business.” In addition, the price of our common stock is subject to general economic, market, industry, and competitive conditions, the risk factors discussed herein and numerous other conditions outside of our control.

Deteriorations in economic conditions in certain markets or other factors may cause us to recognize additional impairment charges for our goodwill.

During the year ended December 31, 2023, we recognized goodwill impairment charges of $13.8 million within the International reporting units.

Future deterioration in industry or economic conditions in which we operate, including increased inflationary costs, costs associated with proposed tariffs or other trade restrictions, energy costs, labor costs, social pressures and disruptions in Europe, the Middle East or elsewhere as a result of the war between Russia and Ukraine and the conflict between Israel and Hamas, disruptions to our business, not effectively integrating acquired businesses, macroeconomic factors or other factors, may cause impairment charges to our goodwill in future periods.

Future deterioration in industry or economic conditions in which we operate, including increased inflationary costs, costs associated with tariffs or other trade restrictions, energy costs, labor costs, social pressures and disruptions in Europe, the Middle East, including the recent conflict between the U.S.

and Iran, or elsewhere as a result of the ongoing war between Russia and Ukraine and the conflict between Israel, Hamas and other actors, disruptions to our business, not effectively integrating acquired businesses, macroeconomic factors, other geopolitical tensions or other factors, may cause impairment charges to our goodwill in future periods.

We are subject to privacy and data security/protection laws in the jurisdictions in which we operate and may be exposed to substantial costs and liabilities associated with such laws and regulations.

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In addition, no assurance can be given that adequate or acceptable financing will be available to us, in which case we may not be able to grow our business, including through acquisitions, or respond to business challenges.

Changes in Tax Laws, Including the One Big Beautiful Bill Act, Could Adversely Affect Our Effective Tax Rates, Financial Condition, and Results of Operations

We are a U.S.-based multinational company subject to taxes in multiple U.S.

and foreign jurisdictions.

Our operations and results are affected by U.S.

federal and state tax laws, as well as foreign tax laws in the countries in which we conduct business.

These laws and related guidance, regulations, and interpretations are subject to change, and changes could be retroactive or have unanticipated consequences, which could materially increase our tax obligations or affect our financial results.

In July 2025, the U.S.

federal government enacted the One Big Beautiful Bill Act (“OBBBA”), implementing significant corporate tax reforms.

OBBBA allows for immediate deductibility of domestic research and experimental expenses for tax years beginning after December 31, 2024, and provides elections to accelerate deductions for previously capitalized research and experimental expenses from 2022 through 2024.

Corporations may deduct remaining unamortized amounts either fully in their first taxable year beginning after December 31, 2024, or ratably over two years.

OBBBA also increased the effective tax rate associated with international operations and reduced the benefit of certain foreign-derived deductions for U.S.-domiciled corporations.

In addition, the Base Erosion and Anti-Abuse Tax (BEAT) rate applicable to payments from U.S.

corporations to foreign subsidiaries treated as Controlled Foreign Corporations was increased.

Treasury Department is expected to issue extensive guidance addressing implementation and transition rules, and Congress may enact technical corrections.

The ultimate impact of such guidance and corrections on our business, including our effective tax rate and cash flows, is uncertain at this time.

In addition, the Organization for Economic Cooperation and Development (“OECD”) has developed frameworks, including its global minimum corporate tax under Pillar 2, intended to prevent base erosion and profit shifting.

While the United States has withdrawn support for Pillar 2, certain foreign jurisdictions in which we operate have adopted legislation to impose minimum “Top Up” taxes or other non-income-based taxes, including digital services or revenue-based taxes.

Due to our international business activities, changes under OBBBA or other U.S.

or foreign tax reforms, new legislation, or the adoption of OECD-based rules could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and materially harm our financial position, results of operations, or cash flows.

Such changes could apply retroactively, and there can be no assurance that future tax law changes will not increase our tax liabilities, limit deductions or credits, or otherwise negatively impact our business and 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