What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-19 compared with 2025-02-26 · 49 added, 83 removed, 221 unchanged (37% of the section changed)

5 unchanged sentences

Risks Relating to Our Business, Strategy and Operations

Failure to capitalize on, volatility within, or other adverse changes with respect to the Company’s growth drivers, including significant growth markets and high growth markets, may adversely affect our business.

We derived approximately 18% and 34% of our net sales for the year ended December 31, 2024 from sales relating to the significant growth markets (e.g., EV/HEV) and high growth markets (e.g., ADAS, portable electronics, renewable energy and aerospace and defense), respectively.

These growth drivers, as well as specific market and industry trends within them, may be volatile, cyclical and sensitive to a variety of factors, including general economic conditions (including higher inflation and interest rates), demand disruptions (including third-party component availability at our customers), technology disruptions, consumer preferences and political priorities.

Adverse or cyclical changes to and within these growth drivers, such as delays in adoption or implementation of new technologies, has resulted in, and may continue to result in, reduced demand for certain of our products, production overcapacity, increased inventory levels and related risks of obsolescence, as well as price erosion, ultimately leading to a decline in our operating results.

Acceleration within these growth drivers and corresponding rapid increases in demand for certain products may also require us to make significant capital investments or acquisitions in facilities and information systems and significantly increase our personnel in order to increase production levels and to maintain customer relationships and market positions.

Failure to capitalize on, volatility within, or other adverse changes with respect to the Company’s growth opportunities may adversely affect our business.

We continue to target growth opportunities in the EV/HEV, ADAS, portable electronics, renewable energy, aerospace and defense and other markets.

These growth opportunities, as well as specific market and industry trends within them, may be volatile, cyclical and sensitive to a variety of factors, including general economic conditions (including higher inflation and interest rates), demand disruptions (including third-party component availability at our customers), technology disruptions, consumer preferences and political priorities.

Adverse or cyclical changes to and within these growth opportunities, such as delays in adoption or implementation of new technologies, have resulted in, and may continue to result in, reduced demand for certain of our products, production overcapacity, increased inventory levels and related risks of obsolescence, as well as price erosion, ultimately leading to a decline in our operating results.

Acceleration within these growth opportunities and corresponding rapid increases in demand for certain products may also require us to make significant capital investments or acquisitions in facilities and information systems and significantly increase our personnel in order to increase production levels and to maintain customer relationships and market positions.

However, we may not be able to increase our production levels with sufficient speed or efficiency to capitalize on such increases in demand.

18 unchanged sentences

The value of any design-in largely depends upon the decision of our customers to manufacture their products or systems in sufficient production quantities, the commercial success of the end product and the extent to which the design of our customers’ products or systems could accommodate substitution of competitor products.

A consistent failure to introduce new products in a timely manner, achieve design wins or

achieve market acceptance on commercially reasonable terms could materially adversely affect our business, results of operations and financial position.

A consistent failure to introduce new products in a timely manner, achieve design wins or achieve market acceptance on commercially reasonable terms could materially adversely affect our business, results of

operations and financial position.

The introduction of new products presents particularly significant business challenges in our business because product development commitments and expenditures must be made well in advance of product sales.

1 unchanged sentence

Macroeconomic conditions, such as high inflationary pressure, changes to monetary policy, high interest rates, volatile currency exchange rates, credit and sovereign debt concerns, decreasing consumer confidence and spending, including capital spending, concerns about the stability and liquidity of certain financial institutions, the introduction of or changes in tariffs or trade barriers, and global or local recessions can adversely impact demand for our products, which could negatively impact our business, financial condition, or results of operations.

Recent macroeconomic conditions have been adversely impacted by geopolitical instability and military hostilities in multiple geographies (including the conflict between Ukraine and Russia and the conflict between Israel, Hamas and Hezbollah), and monetary and financial uncertainties.

Recent macroeconomic conditions have been adversely impacted by geopolitical events, instability and military hostilities in multiple geographies, and monetary and financial uncertainties.

The results of these macroeconomic conditions, and the actions taken by governments, central banks, companies, and consumers in response, have resulted in, and may continue to result in, higher inflation in the U.S.

21 unchanged sentences

Our business strategy includes plans for organic growth, and our results of operations and financial position could be adversely affected if we fail to grow or fail to manage our growth effectively.

As part of our general growth strategy, we expect to continue to pursue organic growth (including the significant capital expenditures associated therewith), while also continuing to evaluate potential acquisitions and expansion opportunities that we

believe provide a strategic or geographic fit with our business.

Although we have experienced significant growth in our assets and revenues in the past, we may not be able to sustain our historical growth rate or be able to grow at all.

Our growth strategy may divert management from our existing business and may require us to incur additional expenditures to expand our administrative and operational infrastructure and, if we are unable to effectively manage our growth, including to the satisfaction of our regulators, we could be materially and adversely affected.

As part of our general growth strategy, we expect to continue to pursue organic growth, while also continuing to evaluate potential acquisitions and expansion opportunities that we believe provide a strategic or geographic fit with our business.

In the past, we have experienced periods of significant growth in our assets and revenues, as well as periods of decline.

No assurance can be given that we will be able to return to or replicate these historical growth rates or be able to grow at all.

strategy may divert management from our existing business and may require us to incur additional expenditures to expand our administrative and operational infrastructure and, if we are unable to effectively manage our growth, including to the satisfaction of our regulators, we could be materially and adversely affected.

Consequently, continued organic growth, if achieved, may place a strain on our administrative and operational infrastructure, which could have a material adverse effect on our financial condition and results of operations.

2 unchanged sentences

Our ability to compete effectively and our future success depend on our continuing to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization.

Competition for these personnel from other companies, academic institutions and government entities is intense.

Competition for these personnel from other companies, academic institutions and government entities exists.

In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees.

6 unchanged sentences

If any of these facilities, supply chains or systems were to experience a catastrophic loss or disruption, it could disrupt our operations, delay production and shipments, result in defective products or services, damage customer relationships and our reputation and result in legal exposure and large repair or replacement expenses.

In 2021, we experienced fire damage in our Ansan, South Korea manufacturing facility, the impacts of which have since largely been resolved.

The third-party insurance coverage that we maintain will vary from time to time in both type and amount depending on cost, availability and our decisions regarding risk retention, and may be unavailable or insufficient to protect us against losses or disruptions.

2 unchanged sentences

We expect our net sales in foreign markets to continue to represent a substantial majority of our consolidated net sales.

We maintain significant manufacturing and administrative operations in China, Germany, England, South Korea and Hungary, and approximately 66% of our employees were located outside the U.S.

We maintain significant manufacturing and administrative operations in China, Germany, England, Belgium, South Korea and Hungary, and approximately 63% of our employees were located outside the U.S.

as of December 31, 2025.

Risks related to our extensive international operations include the following:

• foreign currency fluctuations, particularly in the value of the euro, the Chinese renminbi, the South Korean won, the British pound, the Japanese yen and the Hungarian forint against the U.S.

• foreign currency fluctuations, particularly in the value of the euro, renminbi, won, pound, yen and forint against the U.S.

• economic and political instability due to regional or country-specific events or changes in relations between the U.S.

8 unchanged sentences

The foregoing risks may be particularly acute in emerging markets such as China, where our operations are subject to greater uncertainty due to increased volatility associated with the developing nature of the economic, legal and governmental systems of these countries, changes in bilateral and multilateral arrangements with the U.S.

and other governments, and challenges that

some multinational customers that are headquartered in emerging markets may have complying fully with U.S.

and other governments, and challenges that some multinational customers that are headquartered in emerging markets may have complying fully with U.S.

and other developed market extraterritorial regulations.

On February 1, 2025, President Donald J.

Trump signed an executive order imposing 25% tariffs on most goods from Mexico and Canada and a 10% additional tariff on all goods from China, effective February 4, 2025.

The tariffs on Mexico and Canada were delayed by 30 days following negotiations.

Additionally, a 25% tariff on steel and aluminum was reinstated on February 11, 2025.

Beginning in February 2025, President Donald J.

Trump signed multiple executive orders and amendments to these orders, raising tariffs on U.S.

The situation remains fluid, and the duration and outcome of these tariff actions are uncertain.

3 unchanged sentences

or other governments with respect to international trade agreements, the imposition of tariffs on goods imported into the U.S., tax policy related to international commerce, increased export control, sanctions and investment restrictions, import or use of foreign communications equipment, or other trade matters.

Although the ultimate scope and timing of any such tariffs is indeterminable, if implemented, they could have a significant impact on our financial condition and results of operations.

Although the ultimate scope and timing of any such actions is indeterminable, if implemented, they could have a significant impact on our financial condition and results of operations.

Based on our manufacturing practices and locations, there can be no assurance that any future executive or legislative action in the U.S.

11 unchanged sentences

In particular, we have experienced in the past and expect that we may in the future experience impacts on our business due to the increase in trade conflicts between the U.S.

Export controls, as well as retaliatory controls and tariffs that China has imposed and which remain in place to a certain extent under the Phase 1 agreement reached between the U.S.

and China on January 15, 2020, could continue to restrict our ability to do business with Chinese customers.

Export controls, as well as retaliatory controls and tariffs that China has imposed, could continue to restrict our ability to do business with Chinese customers.

government actions to protect domestic economic and security interests could lead to further restrictions.

China continues to be a fast-developing market and an area of potential growth for us.

Sales to customers located in China and the Asia Pacific region have typically accounted for nearly half of our total sales and a substantial majority of our overall sales to customers located outside the U.S.

Sales to customers located in China and the Asia Pacific region accounted for approximately 41% of our total sales and a substantial majority of our overall sales to customers located outside the U.S.

as of December 31, 2025.

In addition, certain of the end products created in China that incorporate our products are ultimately sold outside of the Asia Pacific region.

13 unchanged sentences

We rely on information technology systems to protect this information and to keep financial records, process orders, manage inventory, coordinate shipments to customers, and operate other critical functions.

Our information technology systems are susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, telecommunication failures, systems upgrades (including the planned implementation of a new ERP system) and user errors.

Our information technology systems are susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, telecommunication failures, systems upgrades (including the beginning stage and continued implementation of a new ERP system) and user errors.

If we experience a disruption in our information technology systems, it could result in the loss of sales and customers and significant incremental costs, which could materially adversely affect our business.

1 unchanged sentence

The risk of a security breach or disruption, particularly through cyberattack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased, in part because of evolving technologies, the ubiquitous use of the Internet and telecommunications technologies (including mobile devices) to conduct business transactions.

AI has heightened this risk by accelerating the speed, scale and sophistication of attacks.

Our information technology network and systems have been and, we believe, continue to be under constant attack.

9 unchanged sentences

Governments have passed and are likely to pass additional laws regulating generative AI.

Our use of this technology is currently limited, but could result in additional compliance costs, regulatory investigations and actions, and lawsuits should we determine to increase our adoption and use of the technology.

Our use of this technology could result in additional compliance costs, regulatory investigations and actions, and lawsuits should we determine to increase our adoption and use of the technology.

If we are unable to use generative AI due to these additional costs, it could make our business less efficient and result in competitive disadvantages.

10 unchanged sentences

We are in the midst of a multi-year design and implementation of a new ERP system, which will replace our existing financial and operating systems.

The implementation of this ERP requires an investment of significant personnel and financial resources,

including substantial expenditures for outside consultants, system hardware and software in addition to other expenses in connection with the transformation of our organizational structure and financial and operating processes.

The implementation of this ERP requires an investment of significant personnel and financial resources, including substantial expenditures for outside consultants, system hardware and software in addition to other expenses in connection with the transformation of our organizational structure and financial and operating processes.

As we work to complete the implementation phase of this ERP, and even after the implementation phase, we may experience additional delays, increased costs and other difficulties, including potential design defects, miscalculations, testing requirements, re-work due to changes in business plans or reporting standards, and the diversion of management’s attention from day-to-day business operations.

Additional extended delays could also introduce operational risk, including cybersecurity risks, and other complications.

If we are unable to implement this ERP as planned, the effectiveness of our internal control over financial reporting could be adversely affected, our ability to assess those controls adequately could be delayed, and our business, results of operations, cash flows and financial position could be negatively impacted.

If we are unable to implement this ERP as planned, the effectiveness of our internal control over financial

reporting could be adversely affected, our ability to assess those controls adequately could be delayed, and our business, results of operations, cash flows and financial position could be negatively impacted.

Legal, Compliance and Regulatory Risks

7 unchanged sentences

By way of example, but not limitation, governmental authorities in the U.S.

and in other jurisdictions are increasingly focused on potential contamination resulting from the use of so-called “forever chemicals,” most notable at present are per- and polyfluoroalkyl, substances (PFAS).

Products containing PFAS have been used in manufacturing, industrial, and consumer applications over many decades, including in some of our engineered materials and components, and are virtually ubiquitous in parts of the environment.

Until recently, these substances were largely unregulated.

and in other jurisdictions are increasingly focused on potential contamination resulting from the use of so-called “forever chemicals,” most notable at present are PFAS.

Products containing PFAS have been used in manufacturing, industrial, and consumer applications over many decades, including in some of our engineered materials and components, and, due to their long-term use, have become virtually ubiquitous in parts of the environment.

Until recently, these substances were largely unregulated as a class.

Nevertheless, over the last few years, PFAS regulation has been evolving rapidly.

In 2023, the U.S.

In 2023, China’s Ministry of Ecology and Environment added perfluorooctanoic acid (PFOA), a type of PFAS, to its List of Toxic Chemicals Strictly Restricted;

EPA issued a new rule under the Toxic Substances Control Act, requiring manufacturers and importers of PFAS to submit additional reporting information about production volumes, industrial uses, byproducts, worker exposure, and disposal;

In 2023, certain EU member states submitted a proposal to the European Chemicals Agency calling for the phase out of the manufacture, import, sale, and use of PFAS substances beginning in late 2025.

In 2024, among other things, U.S.

and, certain EU member states submitted a proposal to the European Chemicals Agency calling for the phase out of the manufacture, import, sale, and use of PFAS substances.

Recently, among other actions, the U.S.

EPA issued new regulations regarding PFAS in drinking water, PFAS reporting obligations under Toxic Substances Control Act, and designated two PFAS chemicals (Perfluorooctanoic acid and Perfluorooctane sulfonic acid) as hazardous substances under Comprehensive Environmental Response, Compensation, and Liability Act.

While PFAS regulation continues to advance at the federal level and in many states, the full scope of such regulation is still being developed.

In some cases, PFAS compounds are regulated at, or even below, the ability of current technology to detect their presence, making remediation difficult and complex.

While PFAS regulation continues to evolve at the federal and state levels in the U.S., as well as in jurisdictions around the world, the full scope of such regulation is still being developed.

In some cases, PFAS compounds are regulated at, or even below, the ability of current technology to consistently detect their presence, making remediation difficult and complex.

We may therefore incur costs in connection with any obligations to transition away from the usage of PFAS-containing products, to dispose of PFAS-containing waste or to remediate any PFAS contamination, which could have a negative effect on our financial position, results of operations and cash flows.

4 unchanged sentences

In addition, our customers’ requirements, priorities and ways of doing business with respect to environmental matters, and climate change specifically, also may have an impact on our business, operations and financial success.

For example, the SEC finalized a rule in 2024 to enhance and standardize climate-related disclosures.

The rule, which faces legal challenge and has been voluntarily stayed by the SEC, as well as other changes the government might implement, could impose significant new burdens on our Company and our suppliers, with significant potential costs and operational impacts, and adversely impact our ability to win business and operate successfully.

Environmental matters may significantly impact our business and operations and present evolving risks and challenges.

1 unchanged sentence

Increased worldwide focus on climate change has led to legislative and regulatory efforts to combat both potential causes and adverse impacts of climate change, including regulation of GHG emissions.

New or more stringent laws and

regulations related to GHG emissions and other climate change related concerns have affected and will likely continue to affect us, our suppliers and our customers.

New or more stringent laws and regulations related to GHG emissions and other climate change related concerns have affected and will likely continue to affect us, our suppliers and our customers.

There can be no assurance our Company will meet the evolving sustainability expectations and standards of our investors and other external stakeholders.

7 unchanged sentences

and abroad will be unsuccessful or that the protection afforded will not be sufficiently broad to protect our technology.

Even if domestic and foreign laws do grant initial protection to our technology, our competitors or other third parties may subsequently obtain and unlawfully copy, use or disclose our technologies, products, and processes.

Even if domestic and foreign laws do grant initial protection of our technology, our competitors or other third parties may subsequently obtain and unlawfully copy, use or disclose our technologies, products, and processes.

We believe that the risk of piracy of our technology is particularly acute in the foreign countries in which we operate.

15 unchanged sentences

• changes in tax laws, regulations and interpretations thereof or issuance of new interpretations of laws or regulations applicable to us.

For instance, many foreign jurisdictions are actively considering, and some have enacted, changes to existing tax laws as a result of the base erosion and profit shifting project undertaken by the OECD.

As these changes are enacted, our tax obligations could increase in countries where we do business or sell our products.

The terms of our credit agreement subject us to risks, including potential acceleration of our outstanding indebtedness if we fail to satisfy financial ratios and comply with numerous covenants.

Our credit agreement with JPMorgan Chase contains, and any future debt agreements into which we enter may contain, certain financial ratios and certain restrictive covenants that, among other things, limit our ability to incur indebtedness or liens, acquire other businesses, dispose of assets, or make investments.

The terms of our credit agreement subject us to risks if we fail to satisfy financial ratios and comply with numerous covenants.

Our credit agreement with JPMorgan Chase Bank, N.A.

contains, and any future debt agreements into which we enter may contain, certain financial ratios and certain restrictive covenants that, among other things, limit our ability to incur indebtedness or liens, acquire other businesses, dispose of assets, or make investments.

Our ability to make scheduled payments on these borrowings and to satisfy financial ratios may be adversely affected by changes in economic or business conditions beyond our control, while the restrictive covenants to which we are subject may limit our ability to take advantage of potential business opportunities as they arise.

Failure to satisfy these financial ratios or to comply with the covenants in our credit agreement would constitute a default.

An uncured default with respect to one or more of our covenants could result in outstanding borrowings thereunder being

declared immediately due and payable, which may also trigger an obligation to repay other outstanding indebtedness.

An uncured default with respect to one or more of our covenants could result in outstanding borrowings thereunder being declared immediately due and payable, which may also trigger an obligation to repay other outstanding indebtedness.

Any such acceleration of our indebtedness would have a material adverse effect on our cash flows, financial position and results of operations.

4 unchanged sentences

Legal Proceedings” and “Note 10 – Commitments and Contingencies” to “Item 8.

Financial Statements and Supplementary Data.” We maintain insurance coverage with respect to certain claims, but the policy coverage limits may not be adequate or cover a particular loss.

Statements and Supplementary Data.” We maintain insurance coverage with respect to certain claims, but the policy coverage limits may not be adequate or cover a particular loss.

Costs associated with, among other things, the defense of, or settlements or judgments relating to, claims against us that are not covered by insurance or that result in settlements in excess of insurance coverage may adversely affect our business, results of operations and financial position.

4 unchanged sentences

We may incur substantial costs to comply with climate change legislation and related regulatory initiatives.

Under the 2015 Paris Agreement, parties to the United Nations Framework Convention on Climate Change agreed to undertake ambitious efforts to reduce GHG emissions and strengthen adaptation to the effects of climate change.

Subsequently, there has been a broad range of proposed or promulgated international, national and state laws and/or regulations focusing on GHG emissions reduction, climate-related financial risk management, and global climate change.

On January 21, 2025, President Trump signed an executive order directing his administration to initiate a withdrawal of the U.S.

from the Paris Agreement.

However, laws and/or regulations may still apply or could apply in countries in countries that remain party to the Paris Agreement where we have interests or may have interests in the future.

Laws and regulations in this field continue to evolve and are likely to be increasingly widespread, stringent, and complex, as different countries mandate different disclosure requirements.

We are preparing for required climate-related compliance deadlines in the jurisdictions in which we operate;

however, at this stage it is not possible to accurately estimate either a timetable for implementation in all instances or our future compliance costs relating to implementation.

Jurisdictions in which we operate, including, in particular, the EU, are preparing national legislation and protection plans to implement their emission reduction commitments under the Paris Agreement.

5 unchanged sentences

These and other future regulations could result in increased costs, additional capital expenditures, and/or restrictions on operations.

Addressing climate change was a stated priority of the former presidential administration, including recommitting the U.S.

to the Paris Agreement and enacting legislation to advance objectives to achieve a net zero emissions economy by 2050.

For example, the IRA, the Bipartisan Infrastructure Law, and the CHIPS and Science Act, provide incentives to promote climate-friendly technologies and innovation that may increase the demand for the products we produce.

EPA, in addition to several state governments, promulgated regulations directed at GHG emissions reductions from certain types of facilities.

California adopted the Climate Accountability Package in 2023 that introduces extensive climate-related disclosure requirements, and the SEC finalized a rule in 2024 to enhance and standardize climate-related disclosures.

Both disclosure measures face legal challenge, and the SEC has voluntarily stayed its rule.

On February 11, 2025, the acting Chairman of the SEC directed the SEC staff to request that the courts hearing legal challenges to the climate-related disclosure rules not schedule the case for argument to provide time for the SEC to deliberate and determine the appropriate next steps in these cases.

The Trump administration has indicated that it will take a different approach towards climate change compared to its predecessor and there is uncertainty regarding what regulatory or executive actions may be forthcoming.

uncertainties, it is difficult to accurately estimate at this time if U.S.

Effective January of 2026, the U.S.

withdrew from the Paris Agreement and pulled back various sustainability-related federal commitments and incentives, however, states continue to adopt their own sustainability regulations.

For example, California adopted the Climate Accountability Package in 2023 that introduces extensive climate-related disclosure requirements, although these have been challenged in the courts and there is uncertainty regarding what regulatory or executive actions may be forthcoming.

Given these uncertainties, it is difficult to accurately estimate at this time if U.S.

federal or state-level activity could result in increased operating costs for compliance, required acquisition or trading of emission allowances, or compliance costs associated with additional regulatory frameworks for a range of potential carbon reduction projects, including carbon capture, use, and sequestration projects.

Additionally, demand for the products we produce may be reduced.

Failure to meet environmental, social and governance ESG expectations or standards or achieve our ESG goals could adversely affect our business, results of operations, financial condition, or stock price.

There has been an increased focus from regulators and stakeholders on ESG matters.

Given our commitment to ESG, we actively manage these issues and have established and publicly announced certain goals, commitments, and targets which we may refine or even expand further in the future.

These goals, commitments, and targets reflect our current plans and aspirations and are based on available data and estimates.

However, these are not guaranteed outcomes and are subject to numerous factors, both within and outside of our control.

Initiatives to address such ESG issues may be costly and may not have the desired effect.

Evolving stakeholder expectations and our efforts and ability to manage these issues and accomplish our goals, commitments, and targets present numerous operational, regulatory, reputational, financial, legal, and other risks and opportunities.

Any risks could have adverse impacts on our business, including on our stock price;

however, ESG-related opportunities may result in positive business impacts.

Further, there are ESG-related laws and reporting requirements adopted in multiple jurisdictions that will likely increase future compliance costs.

Our failure, or even perceived failure, to achieve some or all of our ESG goals or maintain ESG practices that meet evolving stakeholder expectations or regulatory requirements could adversely impact our ability to attract and retain employees or customers, expose us to increased scrutiny from the investment community, regulatory authorities and others, or subject us to liability.

Furthermore, perceptions about our action or inaction on certain ESG-related issues could also harm our reputation, particularly if stakeholders disagree with our goals and initiatives.

Damage to our reputation and loss of brand equity may reduce demand for our products and services, adversely affecting our future financial performance and stock price, as well as require additional resources to rebuild our reputation.

Conversely, our efforts to actively manage material ESG issues could increase employee and customer loyalty, support risk mitigation, resiliency, operational efficiencies, and positive reputation, influence cost of capital or access to finance, or other outcomes that may positively benefit our business.

Additionally, demand for the products we produce may be reduced should the Company be unable to meet regulatory requirements.

Our business could be negatively affected as a result of actions of activist shareholders, and such activism could impact the trading value of our securities.

1 unchanged sentence

While we strive to maintain constructive communications with our shareholders, activist shareholders have engaged and may, from time to time, engage in proxy solicitations or shareholder proposals, or otherwise attempt to effect changes and assert influence on our board of directors and management.

For example, as previously reported, in February 2023, after an activist shareholder provided notice of its intention to conduct a proxy contest to seek to elect several director candidates to our board of directors, we entered into a settlement agreement with the shareholder and certain of its affiliates regarding, among other things, changes to the composition of our board of directors, including the appointment of two new independent directors.

Responding to actions by activist shareholders can be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees.

3 unchanged sentences

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