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Item 1A. Risk Factors

2026-03-31 compared with 2025-04-07 · 84 added, 83 removed, 196 unchanged (46% of the section changed)

The following risks should be considered in conjunction with Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, including the risks and uncertainties described under the heading "Information Regarding Forward-Looking Statements", and our financial statements and the related notes appearing under Item 8, Financial Statements and Supplementary Data, of this Form 10-K.

The following risks should be considered in conjunction with Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations , of this Form 10-K, including the risks and uncertainties described under the heading "Information Regarding Forward-Looking Statements", and our financial statements and the related notes appearing under Part II, Item 8, Financial Statements and Supplementary Data , of this Form 10-K.

The following is a discussion of the material factors that we believe make an investment in our common stock risky.

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As a result, the trading price of our common stock could decline, and you could lose all or part of your investment in our common stock

Risks Related to our Reliance on CNH Industrial

We are dependent upon CNH Industrial to supply competitive products.

The substantial majority of our business involves the sale and distribution of new equipment and aftermarket parts supplied by CNH Industrial and the servicing of equipment manufactured by CNH Industrial.

Therefore, our financial performance and future success are highly dependent on the overall reputation, brand and success of CNH Industrial in the agricultural and construction equipment manufacturing industries, including its ability to maintain a competitive position in product innovation, product quality, and product pricing.

Our ability to maintain or grow market share is dependent on CNH Industrial’s ability to design, manufacture, allocate and deliver to our stores at the right time high quality and desirable products that compare favorably to those of our principal competitors in terms of price, quality, functionality, features, connected and digital solutions, and autonomy.

Supply chain issues, labor disputes such as strikes, and labor shortages have in the past, and could in the future, diminish the manufacturing output of CNH Industrial's plants, resulting in our stores not receiving inventories in the expected or required quantities and timelines necessary to satisfy customer demand.

Any failure of CNH Industrial to offer competitive products, or delays in bringing strategic new products to market or delivery of ordered products to our stores could have a material adverse effect on our business, results of operations and financial condition.

We are dependent upon CNH Industrial’s financial and marketing support.

CNH Industrial, directly or through its financing affiliate, supports our business by providing financial assistance and marketing support including the following:

Risks Related to our Reliance on CNH

We are dependent upon CNH to supply competitive products.

The substantial majority of our business involves the sale and distribution of new equipment and aftermarket parts supplied by CNH and the servicing of equipment manufactured by CNH.

Therefore, our financial performance and future success are highly dependent on the overall reputation, brand and success of CNH in the agricultural and construction equipment manufacturing industries, including its ability to maintain a competitive position in product innovation, product quality, and product pricing.

Our ability to maintain or grow market share is dependent on CNH's ability to design, manufacture, allocate and deliver to our stores at the right time high quality and desirable products that compare favorably to those of our principal competitors in terms of price, quality, functionality, features, connected and digital solutions, and autonomy.

Supply chain issues, labor disputes such as strikes, and labor shortages have in the past, and could in the future, diminish the manufacturing output of CNH's plants, resulting in our stores not receiving inventories in the expected or required quantities and timelines necessary to satisfy customer demand.

Any failure of CNH to offer competitive products, or delays in bringing strategic new products to market or delivery of ordered products to our stores could have a material adverse effect on our business, results of operations and financial condition.

We are dependent upon CNH's financial and marketing support.

CNH, directly or through its financing affiliate, supports our business by providing financial assistance and marketing support including the following:

• Floorplan payable financing for the purchase of a substantial portion of our equipment inventory;

• Retail financing used by many of our customers to purchase CNH Industrial equipment from us;

• Retail financing used by many of our customers to purchase CNH equipment from us;

• Incentive, financing, and discount programs offered from time to time that enable us to price our products more competitively;

• Promotional and marketing activities on national, regional and local levels.

Our financial performance is dependent on CNH Industrial's continued commitment to these offerings, at a level that allows us to be competitive in our markets.

We are dependent on CNH Industrial’s ongoing commitment to its product warranties and reimbursement of dealers for warranty repairs.

CNH Industrial provides product warranties and, in some cases, extended warranties to our customers.

Our stores perform warranty work for equipment under these product warranties, and we direct bill CNH Industrial as opposed to invoicing the customer.

At any particular time, we have significant receivables from CNH Industrial for warranty work performed.

CNH Industrial’s ongoing commitment to its product warranties and timely payment for warranty work is important to both our market share success and our warranty related parts and service revenue.

Our CNH Industrial Dealer Agreements may be terminated by CNH Industrial and subject us to restrictions that may adversely impact our business.

We have entered into CNH Industrial Dealer Agreements under which we sell CNH Industrial’s branded agricultural and construction equipment, along with aftermarket parts and repair services.

Subject to applicable state statutes that may govern the dealer-manufacturer legal relationship, CNH Industrial may terminate our CNH Industrial Dealer Agreements immediately in certain circumstances, following written notice and cure periods for certain breaches of the agreement, and for any reason under our Case Construction agreement following 120 days' prior written notice.

If CNH Industrial were to

terminate, including non-renewal, all or any of its CNH Industrial Dealer Agreements with us, our business would be severely harmed.

Furthermore, CNH Industrial may unilaterally change its operating practices under the terms of the CNH Industrial Dealer Agreements to, among other things, change or authorize additional dealers in our sales and service areas, change its distribution system to the detriment of its dealers like us, limit our product offerings, and change pricing or delivery terms.

If CNH Industrial were to change the terms of our CNH Industrial Dealer Agreements or its operating practices in a manner that adversely affects us, our business and results of operations would be harmed.

Our CNH Industrial Dealer Agreements impose significant obligations and restrictions on us.

Under our CNH Industrial Dealer Agreements, we are obligated to actively promote the sale of CNH Industrial equipment within our designated geographic areas of responsibility, fulfill the product warranty obligations of CNH Industrial (subject to CNH Industrial’s payment to us of the agreed upon reimbursement), maintain adequate facilities and workforce to service the needs of our customers, stock equipment and parts inventories at the level deemed necessary by CNH Industrial to meet sales goals as stated in the annual business plan mutually agreed upon by us and CNH Industrial, maintain adequate working capital, and maintain stores only in authorized locations.

Consent of CNH Industrial is required for certain material changes in our ownership, governance or business structure, including the acquisition by any person or group of persons of 30% or more of our outstanding stock or 20% or more of our outstanding stock if the acquiring person or group is a competitor of CNH Industrial.

Our financial performance is dependent on CNH's continued commitment to these offerings, at a level that allows us to be competitive in our markets.

We are dependent on CNH's ongoing commitment to its product warranties and reimbursement of dealers for warranty repairs.

CNH provides product warranties and, in some cases, extended warranties to our customers.

Our stores perform warranty work for equipment under these product warranties, and we direct bill CNH as opposed to invoicing the customer.

At any particular time, we have significant receivables from CNH for warranty work performed.

CNH's ongoing commitment to its product warranties and timely payment for warranty work is important to both our market share success and our warranty related parts and service revenue.

Our CNH Dealer Agreements may be terminated by CNH and subject us to restrictions that may adversely impact our business.

We have entered into CNH Dealer Agreements under which we sell CNH's branded agricultural and construction equipment, along with aftermarket parts and repair services.

Subject to applicable state statutes that may govern the dealer-

manufacturer legal relationship, CNH may terminate our CNH Dealer Agreements immediately in certain circumstances, following written notice and cure periods for certain breaches of the agreement, and for any reason under our Case Construction agreement following 120 days' prior written notice.

If CNH were to terminate, including by non-renewal, all or any of its CNH Dealer Agreements with us, our business would be severely harmed.

Furthermore, CNH may unilaterally change its operating practices under the terms of the CNH Dealer Agreements to, among other things, change or authorize additional dealers in our sales and service areas, change its distribution system to the detriment of its dealers like us, limit our product offerings, and change pricing or delivery terms.

If CNH were to change the terms of our CNH Dealer Agreements or its operating practices in a manner that adversely affects us, our business and results of operations would be harmed.

Our CNH Dealer Agreements impose significant obligations and restrictions on us.

Under our CNH Dealer Agreements, we are obligated to actively promote the sale of CNH equipment within our designated geographic areas of responsibility, fulfill the product warranty obligations of CNH (subject to CNH's payment to us of the agreed upon reimbursement), maintain adequate facilities and workforce to service the needs of our customers, stock equipment and parts inventories at the level deemed necessary by CNH to meet sales goals as stated in the annual business plan mutually agreed upon by us and CNH, maintain adequate working capital, and maintain stores only in authorized locations.

Consent of CNH is required for certain material changes in our ownership, governance or business structure, including the acquisition by any person or group of persons of 30% or more of our outstanding stock or 20% or more of our outstanding stock if the acquiring person or group is a competitor of CNH.

This requirement may have the effect of discouraging a sale or other change in control of the Company, including transactions that may be in the best interests of our stockholders.

The acquisition of additional CNH Industrial geographic areas of responsibility and store locations in our Agriculture, Construction, Europe and Australia segments requires the consent of CNH Industrial under our CNH Industrial Dealer Agreements.

CNH Industrial may decline, in its sole discretion, to consent to any acquisition of an additional CNH Industrial store location we may pursue.

If CNH Industrial is unwilling to consent to any future proposed acquisition of additional dealerships, our ability to execute our acquisition strategy and grow our business may be impaired.

Our CNH Industrial Dealer Agreements require us to operate any material business activities not related to sales of CNH Industrial products or services to customers in agricultural, construction, industrial or similar markets separately from our CNH Industrial dealership business.

In addition, our CNH Industrial Dealer Agreements for domestic and international Case Construction equipment prohibit us from carrying other suppliers' products (new equipment and parts) at our domestic and international Case Construction stores that are competitive with CNH Industrial's products, unless consented to by CNH Industrial.

The acquisition of additional CNH geographic areas of responsibility and store locations in our Agriculture, Construction, Europe and Australia segments requires the consent of CNH under our CNH Dealer Agreements.

CNH may decline, in its sole discretion, to consent to any acquisition of an additional CNH store location we may pursue.

If CNH is unwilling to consent to any future proposed acquisition of additional dealerships, our ability to execute our acquisition strategy and grow our business may be impaired.

In the event of a proposed divestiture of a store location, CNH has significant influence on the purchaser given that it retains discretion whether or not to grant a dealer agreement to the new owner.

Our CNH Dealer Agreements require us to operate any material business activities not related to sales of CNH products or services to customers in agricultural, construction, industrial or similar markets separately from our CNH dealership business.

In addition, our CNH Dealer Agreements for domestic and international Case Construction equipment prohibit us from carrying other suppliers' products (new equipment and parts) at our domestic and international Case Construction stores that are competitive with CNH's products, unless consented to by CNH.

These restrictions may discourage or prevent us from pursuing activities that we believe will grow our business.

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▪ the availability of stocks from previous harvests;

• agricultural policies, including aid and subsidies to agricultural enterprises provided by governments, policies impacting commodity prices or limiting the export or import of commodities, and alternative fuel mandates;

• government policies, including aid and subsidies to agricultural enterprises provided by governments, policies impacting commodity prices or limiting the export or import of commodities, and alternative fuel mandates;

• foreign government tariffs that affect export markets for U.S.

farm products

farm products, which is a factor that has been, and may continue to be in the future, more significant due to the tariff policies of the current presidential administration.

In addition to macroeconomic drivers of net farm income, local growing conditions also influence farmers’ buying sentiment.

Therefore, droughts, excess rain, hail, and other unfavorable weather conditions affecting certain geographic regions will adversely impact the local farmers’ buying sentiment.

As evidenced by the current downturn in the demand for agricultural equipment, the nature of the agricultural industry is such that a downturn in equipment demand can occur suddenly, resulting in negative impacts on dealers in the form of declining revenues, reduced or negative profit margins, excess new and used equipment inventories, lower inventory turns, and increased floorplan interest expense.

We cannot predict when the current agriculture equipment downturn will end, as we

believe that this is largely dependent on the improvement of farmer profitability which, in turn, is subject to numerous market, political, and macroeconomic factors.

Therefore, droughts, excess rain, hail, and other unfavorable weather conditions affecting certain geographic regions will adversely impact the affected farmers’ buying sentiment.

declining revenues, reduced or negative profit margins, excess new and used equipment inventories, lower inventory turns, and increased floorplan interest expense.

We cannot predict when the current agriculture equipment downturn will end, as we believe that this is largely dependent on the improvement of farmer profitability which, in turn, is subject to numerous market, political, and macroeconomic factors.

During the current downturn, we have experienced significant reductions in our revenues and profitability.

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Our construction equipment sales are affected by several market factors over which we have no control.

Our construction equipment customers primarily operate in the natural resource, construction, transportation, agriculture, manufacturing, industrial processing and utilities industries.

Our construction equipment customers primarily operate in the mining, energy production, residential and commercial construction, public infrastructure projects, agriculture, and forestry industries.

The construction equipment market is influenced by factors such as:

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The construction industry in many of our geographical areas has experienced periodic, and sometimes prolonged, economic down cycles.

During these downturns, our revenues and profitability could be adversely impacted.

Inflationary increases in the cost of equipment combined with a depressed used equipment market (resulting in lower trade values of used equipment) and higher interest rates have negatively impacted our customers' equipment purchasing decisions.

During these downturns, our revenues and profitability could be materially adversely impacted.

Inflationary increases in the cost of equipment combined with a depressed used equipment market (resulting in lower trade values of customers' used equipment) and higher interest rates have negatively impacted our customers' equipment purchasing decisions.

Many of our customers finance their equipment purchases.

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(i) the cost of the new equipment, which has increased significantly due to inflation and other factors over the past few years, and may experience additional increases due to tariffs on imported materials, parts and components that are required to manufacture the equipment;

(ii) the trade value granted to the customer by the dealer for the used equipment being traded (and in the current down cycle, the value of used equipment has fallen significantly, resulting in less trade value and requiring a greater cash contribution in the transaction);

(ii) the trade value granted to the customer by the dealer for the used equipment being traded (in the current down cycle, the value of used equipment has fallen significantly, resulting in less trade value and requiring a greater cash contribution in the transaction);

and (iii) the interest rate applied to the amount financed in the transaction.

Interest rates have risen significantly over the past four years and remain elevated.

All of these factors, along with significantly lower net farm income, have contributed to make equipment purchases less affordable, resulting in a depressed agriculture equipment market.

As a result, our revenue and profitability decreased significantly in fiscal 2025.

The results of the past fiscal year evidence our susceptibility to these non-controllable market factors that adversely affected our financial performance.

All these factors, along with lower net farm income, have reduced affordability in a depressed equipment market.

As a result, our revenue and profitability decreased significantly in fiscal 2025 and has not recovered in fiscal 2026.

The results of the past two fiscal years evidence our susceptibility to these non-controllable market factors that adversely affected our financial performance.

Risks Related to the Competitive Conditions of the Equipment Distribution Industry

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To the extent we choose not to match or remain within a reasonable range of our competitors' pricing, we may lose sales and market share.

In addition, to the extent CNH Industrial's equipment manufacturer competitors (such as Deere, Caterpillar, Komatsu, Volvo Group, and AGCO) provide their dealers with more innovative or higher quality products, lower cost products, better customer financing, or have more effective marketing programs, or the CNH Industrial reputation is tarnished in the marketplace or with our customers, our ability to compete and our results of operations could be adversely affected.

In addition, e-commerce companies selling parts have

negatively impacted dealers' parts sales and margins, and we expect that this competitive pressure will continue to increase in the future.

The recent agreements of equipment manufacturers, including CNH Industrial, to provide farmers and independent repair shops access to diagnostic tools could negatively impact our repair services business.

In addition, to the extent CNH's equipment manufacturer competitors (such as Deere, Caterpillar, Komatsu, Volvo Group, and AGCO) provide their dealers with more innovative or higher quality products, lower cost products, better customer financing, better warranty programs, or have more effective marketing programs, or the CNH reputation is tarnished in the marketplace or with our customers, our ability to compete and our results of operations could be materially adversely affected.

In addition, e-commerce companies selling parts

have negatively impacted dealers' parts sales and margins, and we expect that this competitive pressure will continue to increase in the future.

The recent agreements of equipment manufacturers, including CNH, to provide farmers and independent repair shops access to diagnostic tools could negatively impact our repair services business.

In the past, state and federal legislation has been introduced, including in states in our footprint, that generally would require the manufacturers of products to provide the purchaser or independent repair technicians with documents, diagnostic software, and other information that would allow the equipment to be repaired without having it returned to the dealer for repair.

Separately, the American Farm Bureau Federation and CNH Industrial brands, Case IH and New Holland, signed a memorandum of understanding in March 2023 (the “Memorandum of Understanding”) that allows farmers and independent repair shops to access CNH Industrial's brand manuals, tools, product guides and information to self-diagnose and self-repair machines, and enables farmers and independent repair shops to directly purchase diagnostic tools.

Separately, the American Farm Bureau Federation and CNH brands, Case IH and New Holland, signed a memorandum of understanding in March 2023 (the “Memorandum of Understanding”) that allows farmers and independent repair shops to access CNH's brand manuals, tools, product guides and information to self-diagnose and self-repair machines, and enables farmers and independent repair shops to directly purchase diagnostic tools.

The Memorandum of Understanding follows a similar format as agreed to by Deere in January 2023 which, in turn, follows the auto industry format.

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This would result in asset write-offs and a loss in revenues and profits.

See additional information in Note 1, Business Activity and Significant Accounting Policies , to the Consolidated Financial Statements at Item 8, Financial Statements and Supplementary Data, of this Form 10-K.

See additional information in Note 1, Business Activity and Significant Accounting Policies , to the Consolidated Financial Statements in Part II, Item 8, Financial Statements and Supplementary Data , of this Form 10-K.

Moreover, upon any sale of our assets in Ukraine the existing currency restrictions may limit our ability to repatriate those funds to the United States or Europe.

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Our orders for the purchase of new equipment and parts are based primarily on pre-sold equipment and projected demand.

Our equipment orders from CNH Industrial typically must be slotted months in advance of actual delivery.

Our equipment orders from CNH typically must be slotted months in advance of actual delivery.

If actual sales are materially less than our forecasts, for example because of a significant drop in net farm income, weather disruptions in our agricultural growing regions, or a construction industry recession, we would experience an over-supply of new equipment and parts inventory.

This over-supply situation occurred in fiscal year 2025, which has generally caused downward pressure on our product sale prices and margins, decreased our inventory turns, and increased our floorplan financing expenses.

Given the variability of the macroeconomic factors affecting demand for equipment, our business will be subject to the risks arising from “over supply”, both in the current downcycle and beyond.

This oversupply situation occurred in fiscal 2025 and continued through fiscal 2026, which has generally caused downward pressure on our product sale prices and margins, decreased our inventory turns, and increased our floorplan financing expenses.

Given the variability of the macroeconomic factors affecting demand for equipment, our business will be subject to the risks arising from an oversupply situation, both in the current economic downcycle and beyond.

Our used equipment is generally acquired as trade-ins from customers in connection with equipment sales.

In accordance with generally accepted accounting principles, each item of our used equipment inventory is valued at the lower of cost or net realizable value.

In the current down market, the agreed upon trade values on new equipment deals (frequently agreed to months in advance of the closing of the transaction) and our used equipment in stock have not retained the value that we attributed to it at the time of the trade or receipt, and accordingly ongoing downward adjustments to those values have occurred over the past several months in accordance with the lower of cost or market accounting principles.

The amount of these write-downs of inventory are included in our cost of goods sold, and reduce our operating income.

Due to the length and severity of the current downturn, or in any future downturn, it is possible that we may need to change from our normal retail marketing channel to more aggressive marketing channels (such as auctions) for specific pieces or categories of equipment inventory, particularly as equipment inventory ages.

If we determine that such measures are appropriate responses in the current or any future downturn, these aggressive measures will generally result in lower profit margins than those we would obtain through our normal marketing channel.

In the current downturn, the agreed upon trade-in values on new equipment deals (frequently agreed to months in advance of the transaction closing) have not retained the values that we previously agreed to with the customer.

Accordingly, ongoing downward adjustments to those trade-in values have occurred throughout fiscal 2025 and fiscal 2026 in accordance with the lower of cost or market accounting principles.

The amounts of these write-downs of inventory are included in our cost of goods sold, and reduce our operating income.

Due to the length and severity of the current economic downcycle, or in any future downcycle, it is possible that we may need to change from our normal retail marketing channel to more aggressive marketing channels (such as auctions) for specific pieces or categories of equipment inventory, particularly as equipment inventory ages.

If we determine that such measures are appropriate responses in the current or any future economic downcycle, these aggressive measures will generally result in lower profit margins than those we would obtain through our normal marketing channel.

Our level of indebtedness could limit our financial and operational flexibility.

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• issue equity instruments.

Our credit facilities with CNH Industrial Capital, DLL Finance, and certain of our real estate lenders require us to satisfy a net leverage ratio and fixed charge coverage ratio on an ongoing basis, measured at the end of each fiscal quarter.

Our credit facilities with CNH Capital, DLL Finance, and certain of our real estate lenders require us to satisfy an adjusted debt to tangible net worth ratio and fixed charge coverage ratio on an ongoing basis, measured at the end of each fiscal quarter.

Under the Bank Syndicate Agreement, if our excess availability (i.e., borrowing base capacity less outstanding loan balance and certain reserves) falls below a certain threshold, we become subject to a minimum fixed charge coverage ratio.

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Our failure to satisfy any covenant, absent a waiver or amendment, would cause us to be in default under our credit facilities and would enable our lenders to accelerate payment of the outstanding indebtedness.

Each of our credit agreements include cross-default provisions which provide that certain types of defaults under any other indebtedness will also constitute a default under that credit agreement.

Each of our credit agreements includes cross-default provisions so that certain types of defaults under any other credit agreement will also constitute a default under that credit agreement.

If a default occurred, and the lender demanded accelerated payment, we may not be able to satisfy a pay-off request, whether through internal funds or new financing.

Our variable rate indebtedness exposes us to interest rate risk.

A substantial portion of our floorplan and working capital borrowings, including the credit facilities with CNH Industrial Capital, the Bank Syndicate, DLL Finance, and our international floorplan facilities are at variable interest rates and expose us to interest rate risk.

A substantial portion of our floorplan and working capital borrowings, including the credit facilities with CNH Capital, the Bank Syndicate, DLL Finance, and our international floorplan facilities are at variable interest rates and expose us to interest rate risk.

There are many factors outside our control that have in the past and may, in the future, impact interest rates including publicly announced indices that underlie the interest obligations related to a certain portion of our debt.

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Any increases in interest rates could have an adverse effect on our results of operations.

The adverse impact of higher rates on our financial performance is magnified during industry downcycles, such as we are experiencing now, when we have an oversupply of inventory.

The adverse impact of higher rates on our financial performance is magnified during industry economic downcycles, such as we are experiencing now, when we are more likely to have an oversupply of inventory.

The agricultural and construction equipment industries are highly seasonal, which can cause significant fluctuations in our results of operations and cash flow.

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Farmers generally purchase agricultural equipment and service work in preparation for, or in conjunction with, the planting and harvesting seasons.

Construction equipment customers’ purchases of equipment and service work, as well as rental of equipment, are also seasonal in our stores located in colder climates where construction work slows significantly in the winter months.

Construction customers purchases of equipment and service work, as well as rental of construction equipment, are also seasonal in our stores located in colder climates where construction work slows significantly in the winter months.

In addition, the fourth quarter typically is a significant period for equipment sales in the U.S.

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Adverse weather conditions may result in fewer acres being planted or harvested by farmers, reduced crop yields on those acres that are planted, and delays or cancellations of construction projects.

This in turn could result in lower demand for our agricultural and construction equipment and services and adversely affect our results of operation.

This in turn could result in lower demand for our agricultural and construction equipment and services and adversely affect our results of operations.

Many scientific reports predict that severe weather events can be expected to become more frequent as a result of global climate change.

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There is global scientific consensus that emissions of greenhouse gases ("GHG") continue to alter the composition of Earth’s atmosphere in ways that are affecting and are expected to continue to affect the global climate.

These considerations have led to certain regulatory responses, including but not limited to the EU Corporate Sustainability Reporting Directive and the SEC’s finalized rules (March 6, 2024) requiring public companies to make disclosures regarding climate risks and related matters (such rules are currently stayed pending the outcome of litigation).

We expect our European subsidiaries to be subject to the CSRD disclosure rules beginning in 2028.

The associated compliance costs are currently uncertain, but we expect that they will be substantial.

These developments have prompted various regulatory responses, though the scope and ultimate impact of these emerging requirements remain subject to uncertainty.

Any associated future compliance costs are similarly uncertain.

Various stakeholders, including legislators and regulators, shareholders and non-governmental organizations, as well as companies in many business sectors are continuing to look for ways to reduce GHG emissions.

The regulation of GHG emissions from the equipment we sell could result in additional manufacturing costs to our suppliers who, in turn, will likely pass along those costs to us through higher wholesale prices of the equipment.

The regulation of GHG emissions from the equipment we sell could result in additional manufacturing costs to our suppliers that, in turn, will likely pass along those costs to us through higher wholesale prices of the equipment.

We may not be successful in passing along the equipment price increases to our customers, which could impact our results of operation and margins.

To the extent that we attempt to pass along price increases to our customers, the increased costs of equipment may negatively affect their purchasing decisions or result in their decision to purchase equipment from a different brand.

Because the impact of any future climate disclosure laws and regulatory or product standard requirements is dependent on the timing and design of mandates or standards, we are unable to predict with any specificity their potential impact at this time.

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If our acquisition plans are unsuccessful, we may not achieve our planned long-term revenue growth.

Our ability to grow through the acquisition of additional CNH Industrial geographic areas of responsibility and store locations or other businesses will be dependent upon the availability of suitable acquisition candidates at acceptable values, our ability to compete effectively for available acquisition candidates and the availability of capital to complete the acquisitions.

Our ability to grow through the acquisition of additional CNH geographic areas of responsibility and store locations or other businesses will be dependent upon the availability of suitable acquisition candidates at acceptable prices, our ability to compete effectively for available acquisition candidates and the availability of capital to complete the acquisitions.

We may not successfully identify suitable targets, or if we do, we may not be able to close the transactions, or if we close the transactions, they may not be profitable.

In addition, CNH Industrial's consent is required for the acquisition of any CNH Industrial dealership, and the consent of our lenders may be required for certain acquisitions.

CNH Industrial typically evaluates management, historical performance, and capitalization of a prospective acquirer, along with CNH Industrial’s desired make-up of its distribution network, in determining whether to consent to the sale of a CNH Industrial dealership.

We may not obtain the consent of CNH Industrial or our lenders for certain acquisitions we may propose.

In addition, CNH's consent is required for the acquisition of any CNH dealership, and the consent of our lenders is required for certain acquisitions.

CNH typically evaluates management, historical performance, and capitalization of a prospective acquirer, along with CNH's desired make-up of its distribution network, in determining whether to consent to the sale of a CNH dealership.

We may not obtain the consent of CNH or our lenders for certain acquisitions we may propose.

Furthermore, there are risks associated with acquisitions of new dealerships.

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and impairing relationships with employees and customers as a result of changes in management.

To the extent we do not successfully avoid or overcome the risks or problems

related to acquisitions, our results of operations and financial condition could be adversely affected.

To the extent we do not successfully avoid or overcome the risks or problems related to acquisitions, our results of operations and financial condition could be adversely affected.

Future acquisitions also may have a significant impact on our financial position and capital needs, and could cause substantial fluctuations in our quarterly and yearly results of operations or result in a diversion of management's time and attention from our core business.

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Moreover, the technician shortage may increase our service technician compensation expense, and reduce our gross margins on service work.

In addition, in recent years it has been increasingly difficult to hire and retain employees, which we believe is primarily attributable to market conditions which in turn has created increased competition in labor markets.

In addition, in recent years it has been increasingly difficult to hire and retain qualified employees, which we believe is primarily attributable to market conditions, which in turn has created increased competition in labor markets.

Difficulties in hiring and retaining employees and heightened competition for employees may impact our ability to serve customers, increase our costs, and impair our efficiency and effectiveness and our ability to pursue growth opportunities.

Labor organizing activities could negatively impact us.

Although none of our employees are covered by a collective bargaining agreement, there have been attempts to unionize our store personnel.

Although none of our employees are covered by a collective bargaining agreement, there have been attempts to unionize our employees at certain stores.

The unionization of all or a substantial portion of our workforce could result in work slowdowns or stoppages, increased overall costs, reduced operating margins, reduced efficiency of our operations at the affected locations, and reduced flexibility in running our business competitively.

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Selling and renting agricultural and construction equipment, selling parts, and providing repair services subject us to liability risks that could adversely affect our financial condition and reputation.

Products sold, rented or serviced by us may expose us to potential liabilities for personal injury or property damage claims that arise from the use of those products.

Products sold, rented or serviced by us may expose us to potential liabilities for personal injury or property damage claims that arise from the use and transportation of those products.

Our commercial liability insurance may not be adequate to cover significant liability claims, or we may not be able to secure such insurance on economically reasonable terms.

An uninsured or partially insured claim for which indemnification from the manufacturer is not available could have a material adverse effect on our financial condition or results of operations.

Furthermore, if any significant claims are made against us or against CNH Industrial or any of our other suppliers, our business may be adversely affected by any related negative publicity or any adverse impact on the reputation or brand of any of our suppliers, including CNH Industrial.

An uninsured or partially insured product liability claim for which indemnification from the manufacturer is not available could have a material adverse effect on our financial condition or results of operations.

Furthermore, if any significant claims are made against us or against CNH or any of our other suppliers, our business may be adversely affected by any related negative publicity or any adverse impact on the reputation or brand of any of our suppliers, including CNH.

Risks Related to our Common Stock

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Additionally, in the ordinary course of our business, we collect and store sensitive data, including proprietary business information of our customers and suppliers, as well as personally identifiable information of our customers and employees, in our data centers and on our networks.

The secure operation of these information technology networks and the systems of the third parties with whom we do business and

the processing and maintenance of information is critical to our operations.

Despite the security measures and business continuity plans, put in place by us and our third party providers, our information technology and infrastructure may be vulnerable to damage, disruptions or shutdowns due to attacks by hackers or breaches due to employee error or malfeasance or other disruptions arising from power outages, telecommunication failures, terrorist acts, including state-sponsored cyberterrorism targeted at the U.S., natural disasters, or other catastrophic events.

The secure operation of these information technology networks and the systems of the third parties with whom we do business and the processing and maintenance of information is critical to our operations.

other disruptions arising from power outages, telecommunication failures, terrorist acts, including state-sponsored cyberterrorism targeted at the U.S., natural disasters, or other catastrophic events.

The occurrence of these events could compromise our networks or the networks of our third-party providers, and the information stored there could be accessed, publicly disclosed, lost or stolen.

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While we have experienced cybersecurity incidents in the past, to date, none has materially impacted the Company or our financial position, results of operations and/or cash flows.

See more information below in Item 1C, Cybersecurity , of this Form 10-K.

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