What changed in this filing

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Item 1A. Risk Factors

2025-03-10 compared with 2024-03-08 · 74 added, 78 removed, 463 unchanged (25% of the section changed)

14 unchanged sentences

• Inflationary pressures and rising prices may affect our results of operations and financial condition.

• Rising interest rates have decreased the value of our held-to-maturity securities portfolio, and we would realize losses if we were required to sell such securities to meet liquidity needs.

Operational, Strategic and Business Risk Factors

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• Our concentration of operations in the Anchorage, Matanuska-Susitna Valley, Fairbanks and Southeast areas of Alaska makes us more sensitive to downturns in those areas.

• We pursue a strategy of supplementing internal growth by acquiring other financial companies or their assets and liabilities that we believe will help us fulfill our strategic objectives and enhance our earnings.

We may be adversely affected by risks associated with potential acquisitions.

• We may incur impairment of goodwill.

• Our allowance for credit losses may be insufficient.

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• Deposit insurance premiums could increase further in the future.

• Recent volatility in the banking sector, triggered by the failures of Silicon Valley Bank, Signature Bank and First Republic Bank, may result in legislative initiatives, agency rulemaking activities, or changes in agency policies and priorities that could subject the Company and the Bank to enhanced government regulation and supervision.

• Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business.

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and (iii) the average duration of our mortgage portfolio and other interest-earning assets.

In January 2022, due to elevated levels of inflation and corresponding pressure to raise interest rates, the FRB announced after several periods of historically low federal funds rates and yields on Treasury notes that it would be slowing the pace of its bond purchasing and increasing the target range for the federal funds rate over time.

The FOMC since has increased

the target range eleven times throughout 2022 and 2023.

As of December 31, 2023, the target range for the federal funds rate had been increased to 5.25% to 5.50%.

It remains uncertain whether the FOMC will further increase the target range for the federal funds rate to attain a monetary policy sufficiently restrictive to return inflation to more normalized levels, begin to reduce the federal funds rate or leave the rate at its current elevated level for a lengthy period of time.

Our interest rate spread, net interest margin and net interest income increased during this period of rising interest rates as our interest earning assets generally reprice more quickly than our interest earning liabilities.

Although the FOMC lowered rates slightly in 2024, and as of December 31, 2024, the target range for the federal funds rate had been decreased to 4.25% to 4.50%, it remains uncertain whether the FOMC may return to increase the target range for the federal funds rate to attain a monetary policy sufficiently restrictive to return inflation to more normalized levels, begin to reduce the federal funds rate or leave the rate at its current level for a lengthy period of time.

If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected.

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Inflationary pressures and rising prices may affect our results of operations and financial condition .

Inflation has continued rising in 2023 at levels not seen for over 40 years.

Inflation has continued to be heightened in 2024 at levels not seen for over 40 years.

Inflationary pressures are currently expected to continue in 2025.

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Sustained higher interest rates by the FRB may be needed to tame persistent inflationary price pressures, which could push down asset prices and weaken economic activity.

A deterioration in economic conditions in the United States and our regional markets could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which, in turn, would adversely affect our business, financial condition and results of operations.

Rising interest rates have decreased the value of our held-to-maturity securities portfolio, and we would realize losses if we were required to sell such securities to meet liquidity needs .

As a result of inflationary pressures and the resulting rapid increases in interest rates over the last year, the trading value of previously issued government and other fixed income securities has declined significantly.

These securities make up a majority of the securities portfolio of most banks in the U.S., including ours, resulting in unrealized losses embedded in the held-to-maturity portion of U.S.

banks’ securities portfolios.

The book value of the Company's held-to-maturity securities portfolio was $36.8 million at both December 31, 2023 and 2022.

Unrealized losses on the held-to-maturities portfolio amounted to $3.3 million and $4.1 million at December 31, 2023 and 2022, respectively.

The fair value of the Company's held-to-maturity securities portfolio was $33.4 million and $32.6 million at December 31, 2023 and 2022, respectively.

While we do not currently intend to sell these securities, if we were required to sell such securities to meet liquidity needs, we may incur losses, which could impair our capital, financial condition, and results of operations and, in the event that our other funding sources are insufficient, could require us to raise additional capital.

While we have taken actions to maximize our funding sources, there is no guarantee that such actions will be successful or sufficient in the event of sudden liquidity needs.

A deterioration in economic conditions in the United States and our regional markets could result in an increase in loan

delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which, in turn, would adversely affect our business, financial condition and results of operations.

Operational, Strategic and Business Risks

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In particular, interest rates are highly sensitive to many factors that are beyond our control, including global, domestic and local economic conditions and the policies of various governmental and regulatory agencies and, specifically, the FRB.

Throughout 2022 and 2023, the FOMC raised the target range for the federal funds rate on eleven separate occasions, citing factors including the hardships caused by the ongoing Russia-Ukraine conflict, continued global supply chain disruptions and imbalances, and increased inflationary pressure.

The tightening of the FRB’s monetary policies, including repeated and aggressive increases in target range for the federal funds rate as well as the conclusion of the FRB’s tapering of asset purchases, together with ongoing economic and geopolitical instability, increases the risk of an economic recession.

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Any such downturn in economic output, especially domestically and in the Alaska and other markets in which we operate, may adversely affect our asset quality, deposit levels, loan demand and results of operations.

As a result of the economic and geopolitical factors discussed above, financial institutions also face heightened credit risk, among other forms of risk.

Of note, because we have a significant amount of real estate loans, decreases in real estate values could adversely affect the value of property used as collateral, which, in turn, can adversely affect the value of our loan and investment portfolios.

Adverse economic developments, specifically including inflation-related impacts, may have a negative effect on the ability of our borrowers to make timely repayments of their loans or to finance future home purchases.

According to the Federal Reserve's October 2023 Financial Stability Report, commercial real estate values remained elevated relative to fundamentals, even as prices continued to decline.

While commercial real estate values continue to fluctuate, some markets are showing signs of stabilizing prices.

However, the outlook for commercial real estate remains dependent on the broader economic environment and, specifically, how major subsectors respond to a rising interest rate environment and higher prices for commodities, goods and services.

In any case, credit performance over the medium- and long-term is susceptible to economic and market forces and therefore forecasts remain uncertain;

however, some degree of instability in the commercial real estate markets is expected in the coming quarters as loans are refinanced in markets with higher vacancy rates under current economic conditions.

Instability and uncertainty in the commercial and residential real estate markets, as well as in the broader commercial and retail credit markets, could have a material adverse effect on our financial condition and results of operations.

Current economic conditions in the State of Alaska pose challenges for us and could adversely affect our financial condition and results of operations.

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Our exposure to credit loss, if any, is the outstanding amount of the loan if the collateral is proved to be of no value.

These areas rely primarily upon the natural resources industries, particularly oil production, as well as tourism and government and U.S.

These areas rely primarily upon the natural resources industries,

particularly oil production, as well as tourism and government and U.S.

military spending for their economic success.

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however, prolonged or acute fluctuations could have a material and adverse impact upon our financial condition and results of operation.

We pursue a strategy of supplementing internal growth by acquiring other financial companies or their assets and liabilities that we believe will help us fulfill our strategic objectives and enhance our earnings.

We may be adversely affected by risks associated with potential acquisitions.

As part of our general growth strategy, we periodically expand our business through acquisitions such as the acquisition of SCF in October 2024.

Although our business strategy emphasizes organic expansion, from time to time in the ordinary course of business, we also engage in discussions with potential acquisition targets.

There can be no assurance that we will successfully identify suitable acquisition candidates, complete acquisitions and successfully integrate acquired operations into our existing operations, or expand into new markets.

The consummation of any future acquisitions may dilute shareholder value or may have an adverse effect upon our operating results while the operations of the acquired business are being integrated into our operations.

In addition, once integrated, acquired operations may not achieve levels of profitability comparable to those achieved by Northrim’s existing operations, or otherwise perform as expected.

Further, transaction-related expenses may adversely affect our earnings.

These adverse effects on our earnings and results of operations may have a negative impact on the value of our common stock.

Acquiring banks, bank branches or businesses involves risks commonly associated with acquisitions, including:

• we may be exposed to potential asset quality issues or unknown or contingent liabilities of the banks, businesses, assets, and liabilities we acquire.

If these issues or liabilities exceed our estimates, our results of operations and financial condition may be materially negatively affected;

• potential diversion of our management’s time and attention;

• prices at which acquisitions can be made fluctuate with market conditions.

We have experienced times during which acquisitions could not be made in specific markets at prices we considered acceptable and expect that we will experience this situation in the future;

• the acquisition of other entities generally requires integration of systems, procedures and personnel of the acquired entity into our company to make the transaction economically successful.

This integration process is complicated and time-consuming and can also be disruptive to the clients of the acquired business.

If the integration process is not conducted successfully and with minimal adverse effect on the acquired business and its clients, we may not realize the anticipated economic benefits of particular acquisitions within the expected time frame, and we may lose clients or employees of the acquired business.

We may also experience greater than anticipated client losses even if the integration process is successful;

• to finance an acquisition, we may borrow funds, thereby increasing our leverage and diminishing our liquidity, or raise additional capital, which could dilute the interests of our existing shareholders;

• we have completed various acquisitions over the years that enhanced our rate of growth.

We may not be able to sustain our past rate of growth or to grow at all in the future;

• to the extent our costs of an acquisition exceed the fair value of the net assets acquired, the acquisition will generate goodwill that must be analyzed for impairment at least annually.

We may incur impairment to goodwill.

In accordance with GAAP, we record assets acquired and liabilities assumed in a business combination at their fair value with the excess of the purchase consideration over the net assets acquired resulting in the recognition of goodwill.

As a result, acquisitions, including our acquisition of SCF in October 2024, typically result in recording goodwill.

We perform a goodwill evaluation at least annually to test for goodwill impairment.

Our test of goodwill for potential impairment is based on a qualitative assessment by Management that takes into consideration macroeconomic conditions, industry and market conditions, cost or margin factors, financial performance and share price.

Our evaluation of the fair value of goodwill involves a substantial amount of judgment.

If our judgment was incorrect, or if events or circumstances change, and an impairment of goodwill was deemed to exist, we would be required to record a non-cash charge to earnings in our financial statements during

the period in which such impairment is determined to exist.

Any such charge could have a material adverse effect on our results of operations.

Our allowance for credit losses may be insufficient.

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This would result in an increase in our non-performing assets if more borrowers fail to perform according to loan terms and if we take possession of real estate properties.

Additionally, if real estate values decline, the value of real estate collateral securing

our loans could be significantly reduced.

Additionally, if real estate values decline, the value of real estate collateral securing our loans could be significantly reduced.

If any of these effects continue or become more pronounced, loan losses will increase more than we expect and our financial condition and results of operations would be adversely impacted.

Our commercial real estate lending may expose us to increased lending risks.

Approximately 49% of the Bank’s loan portfolio at December 31, 2023 consisted of commercial real estate loans.

Approximately 49% of the Bank’s loan portfolio at December 31, 2024 consisted of commercial real estate loans and 10% consisted of commercial construction, land development and raw land loans.

Commercial construction and commercial real estate loans typically involve larger loan balances to single borrowers or groups of related borrowers.

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Accordingly, the federal banking agencies have expressed concerns about weaknesses in the current commercial real estate market and have applied increased regulatory scrutiny to institutions with commercial real estate loan portfolios that are fast growing or large relative to the institutions' total capital.

To address supervisory expectations with respect to financial institutions' handling of commercial real estate borrowers who are experiencing financial difficulty, in June of 2023, the federal banking agencies issued an interagency policy statement addressing prudent commercial real estate loan accommodations and workouts.

Our failure to adequately implement enhanced risk management policies, procedures and controls could adversely affect our ability to increase this portfolio going forward and could result in an increased rate of delinquencies in, and increased losses from, this portfolio.

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A security breach or other significant disruption could:

disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our customers;

disrupt the proper functioning of our

networks and systems and therefore our operations and/or those of certain of our customers;

result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of confidential, sensitive or otherwise valuable information of ours or our customers, including account numbers and other financial information;

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Transactions utilizing digital assets, including cryptocurrencies, stablecoins and other similar assets, have increased substantially over the course of the last several years.

Certain characteristics of digital asset transactions, such as the speed with which such transactions can be conducted, the ability to transact without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, and the anonymous nature of the transactions, are appealing to certain consumers notwithstanding the various risks posed by such transactions as illustrated by the current and ongoing market volatility.

Certain characteristics of digital asset transactions, such as the speed with which such transactions can be

conducted, the ability to transact without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, and the anonymous nature of the transactions, are appealing to certain consumers notwithstanding the various risks posed by such transactions as illustrated by the current and ongoing market volatility.

Accordingly, digital asset service providers, which at present are not subject to the extensive regulation of banking organizations and other financial institutions, have become active competitors for our customers’ banking business.

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We may be unable to attract and retain key employees and personnel.

We will be dependent for the foreseeable future on the services of Joseph M.

Schierhorn, our Chairman of the Board, President, Chief Executive Officer, and Chief Operating Officer of the Company;

Michael Huston, our President of Northrim Bank;

We will be dependent for the foreseeable future on the services of Michael Huston, our President, Chief Executive Officer, and Chief Operating Officer and President of the Bank;

Ballard, our Executive Vice President and Chief Financial Officer;

and Amber Zins, our Executive Vice President and Chief Operating Officer of Northrim Bank.

Amber Zins, our Executive Vice President and Chief Operating Officer of the Bank and Jason Criqui, our Executive Vice President and Chief Banking Officer of the Bank.

While we maintain keyman life insurance on the lives of Messrs.

Schierhorn, Huston, Ballard and Ms.

Zins in the amounts of $2.4 million, $2 million, $2 million and $2 million, respectively, we may not be able to timely replace these key employees with a person of comparable ability and experience should the need to do so arise, causing losses in excess of the insurance proceeds.

Huston, Ballard, and Criqui and Ms.

Zins in the amounts of $2 million each, we may not be able to timely replace these key employees with a person of comparable ability and experience should the need to do so arise, causing losses in excess of the insurance proceeds.

The unexpected loss of key employees could have a material adverse effect on our business and possibly result in reduced revenues and earnings.

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Historically, we have been able to meet its cash flow needs as necessary.

If a sufficiently large number of depositors sought to withdraw their deposits for whatever reason, we may be unable to obtain the necessary funding at favorable term.

As of December 31, 2024.

we had 26 customers with balances over $10 million, which accounted for $612.9 million, or 24%, of total deposits.

If a sufficiently large number of depositors, or a smaller number of significant depositors, sought to withdraw their deposits for whatever reason, we may be unable to obtain the necessary funding at favorable term.

A failure of a significant number of our borrowers, guarantors and related parties to perform in accordance with the terms of their loans would have an adverse impact on our results of operations.

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Changes in laws and regulations may also increase our expenses by imposing additional fees or taxes or restrictions on our operations.

Significant changes in SEC regulations, such as the proposed climate change disclosures and other regulatory initiatives, can dramatically shift resources and costs to ensure adequate compliance.

Significant changes in SEC regulations can dramatically shift resources and costs to ensure adequate compliance.

Additional legislation and regulations that could significantly affect our authority and operations may be enacted or adopted in the future, which could have a material adverse effect on our financial condition and results of operations.

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We face risks related to the adoption of future legislation and potential changes in federal regulatory agency leadership, policies, and priorities.

Last Congress, Democrats controlled the White House and both Chambers of Congress.

As a result, Democrats were able to set the policy agenda both legislatively and in the regulatory agencies that have rulemaking and supervisory authority over the financial services industry generally and the Bank specifically.

These dynamics shifted after the 2022 midterm elections.

While Democrats retained control of the U.S.

Senate, the party has a slim majority of 51 seats.

Republicans assumed control of the U.S.

House of Representatives, with a slim majority of 222 seats.

In consideration of the divided control of Congress, the narrow majorities in each chamber, and the current political environment, the legislative process is expected to be more challenging in the current legislative session.

Although agendas are expected to vary substantially in each chamber, congressional committees with jurisdiction over the banking sector have pursued, and likely will continue to pursue, oversight in a variety of areas, including addressing climate-related risks, promoting diversity and equality within the banking industry and addressing other ESG matters, improving competition in the banking sector and enhancing oversight of bank mergers and acquisitions, and establishing a regulatory framework for digital assets and markets.

Following the 2024 elections, Republicans control the White House and both Chambers of Congress.

As a result, Republicans will be able to set the policy agenda both legislatively and in the regulatory agencies that have rulemaking and supervisory authority over the financial services industry generally and the Bank specifically.

Although agendas are expected to vary substantially from the agenda of the prior Democratic administration, congressional committees with jurisdiction over the banking sector may continue to pursue, oversight in a variety of areas, including improving competition in the banking sector and changes to the oversight of bank mergers and acquisitions, and establishing a regulatory framework for digital assets and markets.

The prospects for the enactment of major banking reform legislation under the new Congress are unclear at this time.

Moreover, the turnover of the Presidential Administration in 2025 resulted in certain changes in the leadership and senior staffs of the federal banking agencies and the Treasury Department.

These changes have impacted the rulemaking, supervision, examination and enforcement priorities and policies of the agencies and likely will continue to do so over the next several years.

These changes are likely to impact the rulemaking, supervision, examination and enforcement priorities and policies of the agencies and likely will continue to do so over the next several years.

The potential impact of any changes in agency personnel, policies and priorities on the financial services sector, including the Bank, cannot be predicted at this time.

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from AAA to AA+.

In 2023, Congress narrowly averted two separate government shutdowns by passing continuing resolutions.

In 2024, Congress narrowly averted a government shutdown by passing a continuing resolution and if a budget or another continuing resolution is not passed by March 14, 2025, the U.S.

government would again be faced with a government shutdown.

In part due to repeated debt-limit political standoffs and last-minute resolutions, in 2023 a rating agency downgraded the U.S.

long-term foreign-currency issuer default rating to AA+ from AAA .

long-term foreign-currency issuer default rating to AA+ from AAA and reiterated the AA+ rating in August 2024 .

A further downgrade, or a downgrade by other rating agencies, as well as sovereign debt issues facing the governments of other countries, could have a material adverse impact on financial markets and economic conditions in the U.S.

and worldwide.

In addition, following the 2024 U.S.

Presidential election, the new administration has created the Department of Government Efficiency (“DOGE”), which is tasked with reducing waste and fraud in U.S.

government spending, and reviewing overall U.S.

government spending.

government were to significantly reduce federal funding, including as a result of DOGE, such a reduction could have a material adverse impact on certain customers of the Bank.

The potential impact of any reduction in federal spending on our customers, and the Bank, cannot be predicted as this time.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, Anti-Money Laundering Act of 2020, Real Estate Settlement Procedures Act, Truth-in-Lending Act or other laws and regulations could result in fines, sanctions or other adverse consequences.

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FDIC insurance premiums could increase in the future in response to similar declining economic conditions.

More recently, extraordinary growth in insured deposits and losses occasioned by recent bank failures caused the ratio of the DIF to total insured deposits to fall below the current statutory minimum of 1.35%.

The FDIC has also established a higher reserve ratio of 2% as a long term goal and the minimum level needed to withstand future financial crises of the magnitude of past crises.

The FDIC may continue to increase the assessment rates or impose additional special assessments in the future to restore and then steadily increase the DIF to these statutory target levels.

Any increase in the Bank's FDIC premiums could have an adverse effect on its business, financial condition and results of operations.

Recent volatility in the banking sector, triggered by the failures of Silicon Valley Bank, Signature Bank and First Republic Bank, may result in legislative initiatives, agency rulemaking activities, or changes in agency policies and priorities that could subject the Company and the Bank to enhanced government regulation and supervision .

The recent high-profile bank failures involving Silicon Valley Bank, Signature Bank and First Republic Bank have generated significant market volatility among publicly traded bank holding companies and, in particular, regional banks like the Company.

I nvestor and customer confidence in the banking sector, particularly with regard to mid-size and larger regional banking organizations, waned in response to the failures of Silicon Valley Bank, Signature Bank and First Republic Bank.

Congress and the federal banking agencies have and continue to evaluate the events leading to the failures of Silicon Valley Bank, Signature Bank and First Republic Bank to ascertain possible explanations for these developments.

Legislators and the leadership of the federal banking agencies noted that inadequate prudential regulation of regional banking organizations

(generally, institutions with less than $250 billion in total assets), insufficient supervision of such organizations, poor management and inadequate risk management practices, specifically including interest rate and liquidity risks in consideration of each institution’s business model, and substantial uninsured deposit liabilities were causes of the failures.

Further evaluation of recent developments in the banking sector may lead to governmental initiatives intended to prevent future bank failures and stem significant deposit outflows from the banking sector, including (i) legislation aimed at preventing similar future bank runs and failures and stabilizing confidence in the banking sector over the long term, (ii) agency rulemaking to modify and enhance relevant regulatory requirements, specifically with respect to liquidity risk management, deposit concentrations, capital adequacy, stress testing and contingency planning, and safe and sound banking practices, and (iii) enhancement of the agencies’ supervision and examination policies and priorities.

In fact, in July 2023, the federal banking agencies issued a notice of proposed rulemaking that would substantially revise the regulatory capital framework for banking organizations with total assets of $100 billion or more and banking organizations with significant trading activity.

Among other things, the proposed rule would require all banking organizations with over $100 billion in assets to include unrecognized gains and losses on available for sale debt securities via the inclusion of accumulated other comprehensive income in capital.

In addition, banking organizations with over $100 billion in assets would be subject to the supplementary leverage ratio and countercyclical capital buffer.

The proposed rule, if adopted as proposed, would not apply to the Bank directly based on the Bank's current asset size.

The federal banking agencies may also re-evaluate applicable liquidity risk management standards, such as by reconsidering the mix of assets that are deemed to be "high-quality liquid assets" and/or how "high-quality liquid assets" holdings and cash inflows and outflows are tabulated and weighted for liquidity management purposes.

Although we cannot predict with certainty which initiatives may be pursued by lawmakers and agency leadership, nor can we predict the terms and scope of any such initiatives, any of the potential changes referenced above could, among other things, subject us to additional costs, limit the types of financial services and products we may offer, and limit our future growth, any of which could materially and adversely affect our business, results of operations or financial condition.

Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business.

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Congress, state legislatures and federal and state regulatory agencies have continued to propose and advance numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change, including mandatory substantive and/or disclosure requirements regarding climate change.

Such initiatives have been pursued with rigor under the current Presidential Administration.

The Financial Stability Oversight Council published a report in 2021 identifying climate-related financial risk as an “emerging threat” to financial stability.

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The guidance applies only to banking organizations with total consolidated assets of greater than $100 billion and therefore does not apply to the Bank directly.

Additionally, in March 2022, the SEC proposed new climate-related disclosure rules, which if finalized, would require new climate-related disclosures in SEC filings and audited financial statements, including certain climate-related metrics and direct and indirect GHG emissions data, information about climate-related targets and goals, transition plans, if any, and attestation requirements.

Disclosure requirements imposed by different regulators may not always be uniform, which may result in increased complexity, and cost, for compliance.

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During 2024, the Company repurchased 15,034 shares of common stock at an average price of $52.46 per share under its previously announced share repurchase program.

On January 26, 2024, the Company announced that its Board of Directors had authorized the repurchase of up to an additional 110,000 shares of common stock.

Whether we continue, and the amount and timing of such stock repurchases is subject to capital availability and periodic determinations by our Board.

The Company had an additional 110,000 shares of common stock authorized for repurchase as of December 31, 2024 under ts annual repurchase authorization, which lapsed on December 31, 2024, leaving zero shares currently available for repurchase.

The Board of Directs has not presently authorized any repurchases of is common stock for 2025.

Whether we resume, and the amount and timing of such stock repurchases is subject to capital availability and periodic determinations by our Board of Directors.

The Company continues to evaluate the potential impact that regulatory proposals may have on our liquidity and capital management strategies, including Basel III and those required under the Dodd-Frank Act.

The actual amount and timing of future share repurchases, if any, will depend on market and economic conditions, applicable SEC rules, federal and state regulatory restrictions, and various other factors, including the recently implemented 1% excise tax on repurchases of stock.

In addition, the amount we spend and the number of shares we are able to repurchase under our stock repurchase program may further be affected by a number of other factors, including the stock price and blackout periods in which we are restricted from repurchasing shares.

In addition, the amount we spend and the number of shares, if any, we are able to repurchase under our stock repurchase program may further be affected by a number of other factors, including the stock price and blackout periods in which we are restricted from repurchasing shares.

Our stock repurchases may change from time to time, and we cannot provide assurance that we will continue to repurchase stock in any particular amounts or at all.

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The market price of our common stock has in the past fluctuated significantly.

We expect to see additional volatility in the financial markets due to the uncertainty caused by recent high-profile bank failures involving Silicon Valley Bank, Signature Bank and First Republic Bank, disruption in global supply chains, uncertainty over the U.S.

We expect to see additional volatility in the financial markets due to the uncertainty caused by disruption in global supply chains, uncertainty over the U.S.

government debt ceiling and changing FRB policy.

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•the presence or absence of short selling of our common stock.

•future sales or other issuances by us of our common stock.

•future sales or other issuances by us of our common stock or other securities.

The stock markets in general have experienced substantial price and trading fluctuations.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors