What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-27 · 81 added, 74 removed, 589 unchanged (21% of the section changed)

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Additionally, our organizational structure is becoming more complex as we scale our operational, financial and management controls, as well as our reporting systems and procedures.

For example, our headcount has grown from approximately 1,400 employees as of December 2022 to over 2,100 employees as of December 31, 2024, and we have expanded across all areas of our business.

For example, our headcount has grown from approximately 1,400 employees as of December 2022 to over 2,600 employees as of December 31, 2025, and we have expanded across multiple areas of our business.

To manage growth in our operations, we will need to continue to grow and improve our operational, financial and management controls and our reporting systems and procedures.

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We believe our success and revenue growth depends on a number of factors, including, but not limited to, our ability to:

• successfully develop our Neutron launch vehicle;

• scale our revenue and achieve the operating efficiencies necessary to achieve and maintain profitability;

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We have a history of losses, we anticipate increasing operating expenses and capital expenditures in the future, and we may not be able to achieve and, if ever achieved, maintain profitability.

We may never achieve or sustain profitability and may continue to incur significant losses going forward.

Any failure by us to achieve or sustain profitability on a consistent basis could cause the value of our common stock to decline.

We experienced net losses of $198.2 million, $190.2 million and $182.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

We expect to continue to incur net losses for at least the next 12 months and we may not achieve or maintain profitability in the future.

Because the markets for launch services, space systems, spacecraft components and space data applications are evolving, it is difficult for us to predict our future results of operations or the limits of our market opportunity.

Because the markets for launch services, space systems, spacecraft components and space data applications are evolving.

In addition, our customers for whom we provide these products and services may experience delays or technical challenges with their products and services that limit or delay our expected revenue and future growth opportunities from those customers.

We expect our operating expenses and capital expenditures to significantly increase as we make significant investments, expand our operations and infrastructure, develop and introduce new technologies, and hire additional personnel.

We expect our operating expenses and capital expenditures to significantly increase as we continue to make significant investments, expand our operations and infrastructure, develop and introduce new technologies, and hire additional personnel.

These efforts may be more costly than we expect and may not result in revenue growth or increased efficiency.

In addition, as we grow as a public company, we will continue to incur additional significant administrative expenses that we did not incur as a private company.

If our revenue does not increase to offset these expected increases in our operating expenses, we will not be profitable in future periods.

If our revenue does not increase to offset these expected increases in our operating expenses, our net losses could increase.

Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow on a consistent basis.

If we are unable to successfully address these risks and challenges as we encounter them, our business, results of operations, and financial condition could be adversely affected.

We cannot assure you that we will ever achieve or sustain profitability and may continue to incur significant losses going forward.

Any failure by us to achieve or sustain profitability on a consistent basis could cause the value of our common stock to decline.

Our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products and services and develop new technologies to meet the needs of our customers or potential new customers.

Our financial performance is dependent on our ability to generate a sustainable order rate for our products and services.

Our financial performance is dependent on our ability to generate a sustainable order rate for our products and services as well as our ability to monetize products still in development.

This can be challenging and may fluctuate on an annual basis as the number of contracts awarded varies.

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new reaction wheel sizes;

and a new medium-lift rocket, called Neutron, for constellation deployment, interplanetary missions and human spaceflight.

and a new medium-lift rocket, called Neutron, for constellation deployment, interplanetary missions and potentially human spaceflight.

Our products and services embody complex technology and may not always be compatible with current and evolving technical standards and systems developed by others.

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Failure of suppliers to deliver against end customer requirements could lead to a material adverse effect on our financial results.

We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture and commercialization of new rocket launch services, mission services, spacecraft, spacecraft components and related technology.

We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture and commercialization of new rocket launch services, including the development and launch of our Neutron launch vehicle, mission services, spacecraft, spacecraft components and related technology.

For example, we experienced a qualification testing failure of the Neutron Stage 1 tank on January 21, 2026 which ruptured the tank during a hydrostatic pressure trial resulting in an impact to Neutron’s launch schedule.

If we fail to develop and successfully commercialize new technologies, if we fail to develop such technologies before our competitors, or if such technologies fail to perform as expected, or are inferior to those of our competitors, our business, financial condition and results of operations could be materially and adversely impacted.

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Changes in government policies, priorities, regulations, government agency mandates, funding levels through agency budget reductions, the imposition of budgetary constraints, or a decline in government support or deferment of funding for programs in which we or our customers participate could result in contract terminations, delays in contract awards, reduction in contract scope, performance penalties or breaches of our contracts, the failure to exercise contract options, the cancellation of planned procurements, and fewer new business opportunities, all of which could negatively impact our business, financial condition, results of operations and cash flows.

Such government policies, priorities, regulations and government agency mandates are evolving at a significant pace, and we expect further changes in policy positions and spending priorities from the new U.S.

government administration..

government administration has been aggressively pursuing cost reductions policies and elimination of government agencies and programs that could negatively impact the funding of government projects and programs in which we or our customers participate or compete for new contracts.

They may also pursue changes in contract and payment terms, procurement practices, award criteria;

and other actions that may make such programs or contracts less profitable to us or not economically viable.

government ..

government has been aggressively pursuing cost reductions policies and elimination of government agencies and programs that could negatively impact the funding of government projects and programs in which we or our customers participate or compete for new contracts.

They may also pursue changes in contract and payment terms, procurement practice and award criteria, and pursue other actions that may make such programs or contracts less profitable to us or not economically viable.

The change in practices and policies, termination of projects, reduction or elimination of funding, and reduction in personnel staffing these entities may have a material impact on our or our customer’s existing government projects, including delays in completion and payments, and may eliminate certain contract opportunities in the future.

Additionally, any failure by the new administration and Congress to enact a full-year appropriations bill could cause significant disruption to all government discretionary programs and corresponding impacts on the entire aerospace and defense industry, which could adversely affect our business, results of operations, financial condition and cash flows.

Additionally, any failure by the U.S.

government to enact a full-year appropriations bill could cause significant disruption to all government discretionary programs and corresponding impacts on the entire aerospace and defense industry, which could adversely affect our business, results of operations, financial condition and cash flows.

We are subject to the procurement policies and procedures set forth in the Federal Acquisition Regulation (“FAR”).

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Therefore, we bear the risk of loss if costs increase.

Our ability to pursue many of our business activities is regulated by various agencies and departments of the U.S.

Our ability to participate in and continue to pursue many of our business activities is regulated by various agencies and departments of the U.S.

government and, in certain circumstances, the governments of other countries.

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The Federal Communications Commission also requires licenses for radio communications during our rocket launches.

Our classified programs require that we and certain of our employees maintain appropriate security clearances.

Our classified programs require that we establish certain governance controls and maintain appropriate security clearances for certain of our facilities and employees.

Failure to maintain the necessary clearances may impact our ability to perform classified program contracts or be awarded future contracts.

We also require export licenses from the U.S.

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A loss of, or default by, one or more of these major customers, or a material adverse change in any such customer’s business or financial condition, could materially reduce our future revenues and contracted backlog.

For the year ended December 31, 2024, our top five customers together accounted for approximately 51% of our revenues and our top five backlog customers accounted for approximately 69% of our backlog as of December 31, 2024.

For the year ended December 31, 2025, our top five customers accounted for approximately 49% of our revenues and our top five backlog customers accounted for approximately 77% of our backlog in the aggregate as of December 31, 2025.

Our customers could experience a downturn in their business or find themselves in financial difficulties, which could result in their ceasing or reducing their use of our services or becoming unable to pay for services they had contracted to buy.

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Additionally, disruptions in government operations may negatively impact regulatory approvals and guidance that are important to our operations.

For example, the U.S.

government shutdown that began on October 1, 2025, affected our business operations which caused delays in anticipated contract awards and payments.

Other effects and impacts on our operations included:

State Department delays impacting our ability to timely obtain the necessary licenses to support launches for foreign customers as well as the delay in processing of U.S.

visa application for our foreign personnel;

• reduced government support for U.S.

missions and programs, including the furlough of civilian employees, which have reduced communication and increased response times;

• reduction of workforce at critical mission sites such as at our Wallops facility.

We may not be successful in developing new technology, including our Neutron launch vehicle, and the technology we are successful in developing may not meet the needs of our customers or potential new customers.

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In order to grow our business, we may acquire additional assets or companies.

For example, we acquired Sinclair Interplanetary on April 28, 2020, Advanced Solutions, Incorporated on October 12, 2021, Planetary Systems Corporation on November 30, 2021 and SolAero Technologies Corp.

on January 18, 2022.

For example, we acquired GEOST on August 12, 2025.

In connection with these acquisitions or any future acquisitions, there can be no assurance that we will be able to identify, acquire or obtain the required regulatory approvals, or profitably manage the additional businesses or successfully integrate any acquired businesses, products, or technologies without substantial expenses, delays or other operational, regulatory or financial problems.

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We may become responsible for unexpected liabilities that were not discovered or disclosed in the course of due diligence in connection with historical acquisitions and any future acquisitions.

Additionally, acquisitions with international operations, such as the Sinclair Interplanetary acquisition with operations in Canada, expose us to greater international business risks.

Additionally, acquisitions with international operations expose us to greater international business risks.

If we do not realize the expected benefits or synergies of an acquisition, such as revenue gains or cost reductions, there could be a material adverse effect on our business, results of operations, and financial condition.

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In certain prior periods, we have seen a broad-based weakening in the global macroeconomic environment which has impacted and could impact in the future certain of our markets.

Additionally, instability in the global credit markets, the impact of uncertainty regarding global central bank monetary policy, the instability in the geopolitical environment in many parts of the world (including as a result of the on-going Russia and Ukraine war, the Israel-Hamas war, and China-Taiwan relations), the current economic challenges in China, including global economic ramifications of Chinese economic difficulties, and other disruptions may continue to put pressure on global economic conditions.

Further, the Trump administration has proposed taking certain actions, including the implementation of tariffs, that could adversely impact trade relations and the global economy.

Additionally, instability in the global credit markets, the impact of uncertainty regarding global central bank monetary policy, the instability in the geopolitical environment in many parts of the world (including as a result of the on-going Russia and Ukraine war, the continued uncertainty surrounding the conclusion of the Israel-Hamas war, and China-Taiwan relations), the current economic challenges in China, including global economic ramifications of Chinese economic difficulties, and other disruptions may continue to put pressure on global economic conditions.

The Trump administration has taken certain actions, including the implementation of tariffs, that could continue to adversely impact trade relations and the global economy.

If global economic and market conditions, or economic conditions in key markets, remain uncertain or deteriorate further, we may experience material impacts on our business, operating results, and financial condition.

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The inability of current and potential customers to pay us for our products and services may adversely affect our earnings and cash flows.

The current invasion of Ukraine by Russia has escalated tensions among the United States, the North Atlantic Treaty Organization (“NATO”) and Russia.

The United States and other NATO member states, as well as non-member states, have announced new sanctions against Russia and certain Russian banks, enterprises and individuals.

These and any future additional sanctions and any resulting conflict between Russia, the United States and NATO countries could have an adverse impact on our current operations.

Further, such invasion, ongoing military conflict, resulting sanctions and related countermeasures by NATO states, the United States and other countries are likely to lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance.

We often rely on a single vendor or a limited number of vendors to provide certain key products or services and the inability of these key vendors to meet our needs could have a material adverse effect on our business.

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Exposure of our launch vehicles and spacecraft to an unanticipated catastrophic event, such as collision with space debris, could reduce the performance of, or completely destroy, the affected launch vehicle and spacecraft.

For example, as of December 31, 2024, we have had 54 successful orbital missions and three failed customer launches, which occurred in July 2020, May 2021 and September 2023.

For example, as of December 31, 2025, we have had 75 successful missions and three failed customer launches, which occurred in July 2020, May 2021 and September 2023.

In July 2020, the failed launch resulted from a battery related power-supply issue on the second stage propulsion system.

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In September 2023, our failed launch resulted from high voltage from the second stage’s power supply system resulting in a total loss of power.

The failed missions resulted in the loss of all payloads onboard and prevented us from conducting future launches until we had investigated the cause of the failures and obtained authorization from the Federal Aviation Administration to resume launches, which, in each case, took slightly less than three weeks.

We may experience other problems with our launch vehicles or spacecraft that may reduce their performance and we cannot provide assurances that our spacecraft will continue to operate successfully in space throughout their expected operational lives.

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Additionally, any launch failures could damage our reputation and ability to obtain future customers for our launch services, prevent us from receiving any payments contingent on a successful launch and increase our insurance rates, which could have a material adverse effect on our business and prospects.

Our contracts may include performance-based payment terms that expose us to financial risks.

Certain contracts we enter into include payment structures that are contingent on the ongoing performance of the delivered product or service over an extended period of time.

These payment terms may require us to meet specific performance criteria, and failure to do so could result in reduced payments, the cessation of payments, or the obligation to refund amounts previously received.

Such performance-based payment terms may expose us to financial risks, including unexpected charges or losses, if the product or service does not perform as expected.

Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.

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We may be unable to operate Electron at our anticipated launch rate for a number of reasons, including, but not limited to, production delays or failures, design and engineering flaws, launch failures, natural disasters, epidemics or pandemics, changes in governmental regulations or in the status of our regulatory approvals or applications, customer delays or cancellations, or other events that force us to cancel or reschedule launches.

Disruptions in the supply of key raw materials or components and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us.

Disruptions in the supply of key raw materials or components, including restrictions on our ability to obtain rare earth minerals, and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us.

Many raw materials, major components, and product equipment items are procured or subcontracted on a single or sole-source basis.

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electronic, electro-mechanical and mechanical components;

rare earth minerals;

subassemblies;

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• continued access to our LC-1 at Mahia, New Zealand at lease expiration;

• access to launch capacity at government-controlled launch sites, such as our Launch Complex 2 at the NASA-operated Mid-Atlantic Regional Spaceport at Wallops Island, Virginia;

• access to launch capacity, as well as securing additional capacity, at government-controlled launch sites, such as our LC-2 (and, when completed, LC-3) at the NASA-operated Mid-Atlantic Regional Spaceport at Wallops Island, Virginia;

• weaker protection of intellectual property rights in some countries;

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If we cannot successfully protect our intellectual property, our business could suffer.

We rely on a combination of intellectual property rights, contractual protections, and other practices to protect our proprietary information, technologies and processes.

We primarily rely on patent, copyright and trade secret laws to protect our proprietary technologies and processes, including the operations systems and technology we use throughout our business.

We use a combination of intellectual property rights, contractual protections, and other practices to protect our proprietary information, technologies and processes.

We rely on patent, copyright and trade secret laws to protect our proprietary technologies and processes, including the operations systems and technology we use throughout our business.

Others may independently develop the same or similar technologies and processes or may improperly acquire and use information about our technologies and processes, which may allow them to provide products and services similar to ours, which could harm our competitive position.

To the extent we pursue additional patent protection for our innovations, patents we may apply for may not issue, and patents that do issue or that we acquire may not provide us with any competitive advantages or may be challenged by third parties.

There can be no assurance that any patents we obtain will adequately protect our inventions or survive a legal challenge, as the legal standards relating to the validity, enforceability, and scope of protection of patent and other intellectual property rights are uncertain.

We may be required to spend significant resources to monitor and protect our intellectual property rights, and the efforts we take to protect our proprietary rights may not be sufficient.

We rely in part on trade secrets, proprietary know-how and other confidential information to maintain our competitive position.

We also rely on trade secrets, proprietary know-how and other confidential information to maintain our competitive position.

Although we enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom we have strategic and business relationships, no assurance can be given that these agreements will be effective in controlling access to and distribution of our proprietary information.

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Large indemnity payments could harm our business, operating results and financial condition.

We are highly dependent on the services of Peter Beck, our President, Chief Executive Officer and Chairman, and if we are unable to retain Mr.

We are highly dependent on the services of Sir Peter Beck, our President, Chief Executive Officer and Chairman, and if we are unable to retain Mr.

Beck, our ability to compete could be harmed.

Our success depends, in part, on our ability to retain our key personnel.

We are highly dependent on the services of Peter Beck, our President, Chief Executive Officer and Chairman.

We are highly dependent on the services of Sir Peter Beck, our President, Chief Executive Officer and Chairman.

Beck is the source of many, if not most, of the ideas and execution driving our company.

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We are incurring, and will continue to incur, significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

As a public company, we are facing, and will continue to face, increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company.

As a public company, we are facing, and will continue to face, increased legal, accounting, administrative and other costs and expenses as a public company.

The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies.

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While management uses its best judgment to estimate costs associated with fixed-price development, future events could result in adjustments to those estimates.

We are obligated in our existing equipment financing agreement to comply with covenants that restrict our operating activities, and we may become obligated in future credit facilities or other debt agreements to comply with financial and other covenants that could further restrict our operating activities.

A failure to comply could result in a default which could, if not waived by the lenders, result in increased cost, inability to make future draws on credit facilities to the extent then available, acceleration of the payment of any outstanding amounts and potentially foreclosure on our assets securing our obligations.

Our existing equipment financing agreement contains various restrictive covenants which include, among others, provisions which may restrict our ability to do any of the following, subject to certain exceptions:

• incur additional debt;

• enter into transactions with affiliates;

• create certain liens;

• sell, lease, license, transfer or otherwise dispose of assets;

• consolidate, merge or sell all or substantially all of our assets.

Future credit facilities or other debt agreements also may contain similar or additional covenants, which could include requirements that we maintain certain financial ratios.

Any of the covenants described in this risk factor may restrict our operations and our ability to pursue potentially advantageous business opportunities.

In addition, our failure to pay principal and interest when due, a material adverse change in our business, operations or financial condition, a default under certain other indebtedness, the existence of unpaid fines, penalties or judgments above specified amounts, material misrepresentation and specified other events will constitute an event of default under our existing secured loan agreement and future credit facilities or other debt agreements also may contain similar event of default provisions.

Our failure to comply with these covenants or the occurrence of another event of default, if not cured or waived, could result in increased cost, inability to make future draws on credit facilities to the extent then available, acceleration of the payment of any outstanding amounts and potentially foreclosure on our assets securing our obligations.

Delays in project completion or failure to meet certain requirements could also result in liability for costs incurred by customers, including penalties, liquidated damages, or obligations to address deficiencies in order to meet contractual requirements.

These risks may adversely affect our financial performance and reputation.

Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our debt instruments when they come due.

As of December 31, 2024, we had $413.3 million aggregate principal amount of indebtedness, of which $58.3 million was secured indebtedness.

As of December 31, 2025, we had $157.4 million aggregate principal amount of indebtedness.

We may also incur additional indebtedness to meet future financing needs.

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We are also required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period.

We periodically evaluate our estimates and assumptions including, but not limited to, those relating to business acquisitions, revenue recognition, restructuring costs, recoverability of assets including customer receivables, valuation of goodwill and intangibles, contingencies, stock-based compensation and income taxes.

We periodically evaluate our estimates and assumptions including, but not limited to, those relating to business acquisitions, contingent consideration, revenue recognition, restructuring costs, recoverability of assets including customer receivables, valuation of goodwill and intangibles, contingencies, stock-based compensation and income taxes.

We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances.

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There may be a material adverse effect on our financial condition and results of operations if we are required to alter our business to comply with changes in both domestic and foreign regulations, tariffs, or taxes and other trade barriers that reduce or restrict our ability to sell our products and services on a global basis, or by political and economic instability in the countries in which we conduct business.

Specifically with respect to tariffs, the Trump administration has proposed to implement tariffs on imports from Canada and Mexico, and has implemented tariffs on imports from China.

Specifically with respect to tariffs, the U.S.

government has imposed tariffs on imports into the United States, including higher tariff levels on imports from China, Mexico, and Canada, among several other countries.

continues to implement new, reinstated or adjusted tariffs, and we expect that it will continue with this practice.

Further tariffs with respect to other countries, in particular the European Union, could be on the horizon.

These actions have resulted in, and are expected to continue to result in, retaliatory measures on U.S.-origin goods.

Any failure to comply with such regulatory requirements could also subject us to various penalties or sanctions.

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Commercial space launch activities require licenses from the Department of Transportation and, for launches from Launch Complex 1, the New Zealand Space Agency.

Our license to conduct launches at Launch Complex 2 requires certification of our flight termination system software by NASA.

Our license to conduct launches at LC-2 requires certification of our flight termination system software by NASA.

Radio communications for launch activities and spacecraft operations require licenses from the Federal Communications Commission and/or New Zealand Radio Spectrum Management and frequency coordination with the International Telecommunication Union.

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State Department’s Directorate of Defense Trade Controls and the U.S.

Treasury Department’s Office of Foreign Assets Control, including, but not limited to the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR), may limit certain business opportunities or delay or restrict our ability to contract with potential foreign customers or suppliers.

Treasury Department’s Office of Foreign Assets Control (OFAC), including, but not limited to the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR) and OFAC sanctions, may limit certain business opportunities or delay or restrict our ability to contract with potential foreign customers or suppliers.

To the extent that our non-U.S.

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Failure by our employees, agents, subcontractors, suppliers and/ or partners to comply with anti-corruption laws could impact us in various ways that include, but are not limited to, criminal, civil and administrative fines and/or legal sanctions and the inability to bid for or enter into contracts with certain entities, all of which could have a significant adverse effect on our reputation, operations and financial results.

Changes in trade policies, including tariffs, could cause adverse impacts to our business.

Beginning in April 2025, we observed a significant shift in U.S.

trade policy, with increased tariffs and the imposition of new tariffs that could impact our supply chain and our business.

Even though our suppliers are primarily domestic, we rely on some imported materials, components, or finished goods, and if tariffs increase, our supply chain costs may rise, adversely affecting our business, results of operations and cash flows.

We also operate businesses in Canada and New Zealand, which support our domestic business, which increases our potential exposure to the impact of any tariff and any retaliatory measures that may be levied against U.S.-origin goods.

While certain of such tariffs have been temporarily paused as currently articulated by the U.S.

government, any further changes in trade policies, such as new tariffs, increases in tariffs, imposition of previously paused tariffs or reactionary measures including retaliatory tariffs, legal challenges, or currency manipulation, could adversely impact us.

Additionally, retaliatory measures, or prolonged uncertainty in trade relationships could result in supply chain disruptions, delayed shipments, or increased operational complexity, which could also adversely affect our business, results of operations and cash flows.

The legality of some tariffs is being challenged in U.S.

courts, leaving an open question as to whether such tariffs will continue to be enforced.

Political tensions resulting from changes in trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets.

If further tariffs are imposed on a broader range of imports, or if further retaliatory trade measures are taken by impacted foreign countries in response to additional tariffs, our results of operations could be negatively affected.

While we intend to take steps to mitigate any impacts of tariffs or other impacts resulting from changes in trade policy, our ability to do so may be limited by operational and supply chain constraints, especially in the short term.

Our operations in the U.S.

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The National Industrial Security Program requires that a corporation maintaining a facility security clearance be effectively insulated from foreign ownership, control or influence (“FOCI”).

Failure to maintain an agreement with the DoD regarding the appropriate FOCI mitigation arrangement could result in invalidation or termination of the facility security clearances, which in turn would mean that we would not be able to enter into future contracts with the U.S.

Failure to maintain an agreement with the DoW regarding the appropriate FOCI mitigation arrangement could result in invalidation or termination of the facility security clearances, which in turn would mean that we would not be able to enter into future contracts with the U.S.

government requiring facility security clearances, and may result in the loss of our ability to complete existing contracts with the U.S.

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Changes in law and policy relating to taxes may materially and adversely affect our financial condition, results of operations and cash flows.

For example, on March 27, 2020 the U.S.

enacted the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”).

The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, NOL carryback periods, alternative minimum tax credit refunds, modification to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property.

also enacted the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”) on December 22, 2017, which significantly changed the U.S.

federal income taxation of U.S.

corporations.

The 2017 Tax Act remains unclear in many respects and has been, and may continue to be, the subject of amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and IRS, which have mitigated or increased certain adverse impacts of the 2017 Tax Act and may continue to do so in the future.

In addition, it is unclear how certain of these U.S.

federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.

We continue to examine the impact the CARES Act and the 2017 Tax Act may have on our business in future quarters.

Congress is currently considering other legislative proposals, including increasing the U.S.

federal income tax rate on corporations like us, which, if enacted, could materially impact our financial condition and cash flows in the future.

For example, on July 4, 2025, the One Big Beautiful Bill Act (the “OBBB”) was enacted.

Key income tax-related provisions of the OBBB include repeal of mandatory capitalization of domestic research and development expenditures under Internal Revenue Code Section 174 (reinstating full expensing beginning in 2025) and revisions to international tax regimes, among other provisions.

The OBBB does not significantly impact the Company’s provision for income taxes.

Changes in U.S.

and foreign tax laws, regulations and policies may materially and adversely affect our financial condition, results of operations and cash flows.

Tax laws are subject to change, and future legislative, regulatory or administrative developments could increase our tax obligations, reduce available tax benefits or otherwise affect the manner in which we conduct our business.

We cannot predict whether or when any such changes may occur or the impact they may have on us.

Our operations are subject to governmental law and regulations relating to environmental matters, which may expose us to significant costs and liabilities that could negatively impact our financial condition.

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These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.

As restrictions on resale end and registration statements for the sale of the shares held by parties who have contractual registration rights are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of our common stock, or decreasing the market price itself.

As restrictions on resale end and registration statements for the sale of shares held by parties who have contractual registration rights become available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of our common stock, or decreasing the market price itself.

As a result of any such decreases in price of our common stock, purchasers who acquire shares of our common stock may lose some or all of their investment.

Any significant downward pressure on the price of our common stock as the selling stockholders sell the shares of our common stock, or the prospect of such shares could encourage short sales by the selling stockholders or others.

Any such short sales could place further downward pressure on the price of our common stock.

Any significant downward pressure on the price of our common stock as selling stockholders sell shares of our common stock, or the prospect of such shares being sold, could encourage short sales by others and place further downward pressure on the price of our common stock.

Our issuance of additional capital stock, warrants or convertible debt securities in connection with financings, refinancings of existing indebtedness, acquisitions, investments, the Equity Incentive Plan or otherwise will dilute all other stockholders.

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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