13 unchanged sentences
uncertainty and continued evolution of the markets for our products;
−Removed: complications with the design or implementation of our new enterprise resource planning system could adversely impact our business and operations;
recalls of our products;
+Added: difficulties or liabilities arising from investments in businesses;
Risks Related to Legal, Tax and Regulatory Matters
5 unchanged sentences
our products are marketed pursuant to a policy of FDA enforcement priorities which could change, and our products could become subject to increased regulatory burdens by the FDA;
−Removed: our products are subject to developing and unpredictable regulation, such as court actions that impact obligations;
−Removed: increase in tax of our products could adversely affect our business;
sensitivity of end-customers to increased sales taxes and economic conditions, including as a result of inflation and other declines in purchasing power;
9 unchanged sentences
our ability to establish and maintain effective internal controls over financial reporting;
−Removed: identification of material weaknesses in our internal control over financial reporting, which, if not remediated appropriately or timely, could result in loss of investor confidence and adversely impact our stock price;
Risks Related to our Common Stock
48 unchanged sentences
The Distribution Agreements were most recently renewed in 2012, with pricing terms subject to renegotiation every five years, the most recent of which occurred in 2022.
−Removed: Pursuant to agreements with certain suppliers, we have agreed to store tobacco inventory purchased on our behalf and generally maintain a 12- to 24-month supply of our various tobacco products at their facilities.
+Added: Pursuant to agreements with certain suppliers, we generally maintain a 12- to 24-month supply of our various tobacco products at their facilities.
We cannot guarantee our supply of these products will be adequate to meet the demands of our customers.
Further, a major fire, violent weather conditions or other disasters that affect us or any of our key suppliers or producers, including RTI or Swedish Match, as well as those of our other suppliers and vendors, could have a material adverse effect on our operations.
−Removed: For example, in December 2023, a third-party warehouse in Tennessee used to store some of the Company’s leaf tobacco incurred significant tornado damage including damage to the Company’s leaf tobacco.
+Added: For example, in December 2023, a third-party warehouse in Tennessee used by the Company incurred significant tornado damage including damage to the Company’s property.
Although we have insurance coverage for these events, including Company’s stock throughput insurance, a prolonged interruption in our operations, as well as those of our producers, suppliers or vendors could have a material adverse effect on our business, results of operations, and financial condition.
16 unchanged sentences
The first of these governs licensing, sourcing and the use of the Zig-Zag ® name with respect to cigarette papers, cigarette tubes, and cigarette injector machines, the second governs licensing, sourcing and the use of the Zig-Zag ® name with respect to e-cigarettes, vaporizers, and e-liquids, and the third governs the licensing, sourcing and use of the Zig-Zag trademark on paper cones.
−Removed: In 2024, we generated approximately $192.4 million in net sales of Zig-Zag ® products, of which approximately $131.6 million was generated from products sold through the License Agreements.
+Added: In 2025, we generated approximately $178.5 million in the net sales of Zig-Zag ® product segment, of which approximately $84.7 million was generated from products sold through the License Agreements.
In the event that one or more of these License Agreements are not renewed, the terms of the agreements bind us under a five-year non-compete clause, under which we cannot engage in direct or indirect manufacturing, selling, distributing or otherwise promoting cigarette papers of a competitor to Zig-Zag ® without RTI’s consent, except in limited instances.
64 unchanged sentences
We keep significant amounts of inventory of our products in warehouses and it is possible that this inventory could become contaminated or damaged during the storage period.
−Removed: For example, in December 2023, a third-party warehouse in Tennessee used to store some of the Company’s leaf tobacco incurred significant tornado damage including damage to all the Company’s leaf tobacco stored in that warehouse.
+Added: For example, in December 2023, a third-party warehouse in Tennessee used by the Company incurred significant tornado damage including damage to all the Company’s property stored in that warehouse.
Although we have alternative sources of tobacco to ensure we meet all demand, if another event were to occur we may not have sufficient supply.
16 unchanged sentences
Further, there can be no assurance that we will be able to continue to effectively compete in the novel nicotine and cannabinoid products marketplace.
−Removed: Complications with the design or implementation of our new enterprise resource planning system could adversely impact our business and operations.
−Removed: We rely extensively on information systems and technology to manage our business and summarize operating results.
−Removed: We are currently engaged in the implementation of a new enterprise resource planning (“ERP”) system, which is part of the remediation efforts for our material weakness in internal controls over financial reporting discussed below.
−Removed: This ERP system will replace our existing operating and financial systems.
−Removed: The ERP system is designed to accurately maintain the Company’s financial records, enhance operational functionality and provide timely information to the Company’s management team related to the operation of the business.
−Removed: The ERP system implementation process requires the investment of significant personnel and financial resources.
−Removed: We may not be able to successfully implement the ERP without experiencing delays, increased costs and other difficulties.
−Removed: If we are unable to successfully design and implement the new ERP system as planned, or successfully update or integrate our systems when necessary, our financial positions, results of operations and cash flows could be negatively impacted.
We could decide, or be required to, recall products, which could have a material adverse effect on our business, reputation, financial position, results of operations, or cash flows.
3 unchanged sentences
Any of these events could have a material adverse effect on our business, reputation, financial position, results of operations, or cash flows.
−Removed: We may encounter difficulties or liabilities arising from investments in joint ventures, acquisitions or divestitures.
−Removed: We have made substantial investments acquisitions, joint ventures and strategic initiatives and we expect that we will continue to do so in the foreseeable future.
+Added: We may encounter difficulties or liabilities arising from investments in businesses.
+Added: We have made substantial investments in businesses, and we expect that we will continue to do so in the foreseeable future.
For instance, in January 2025, we contributed our interest in our former CDS segment to GWO, an entity owned by us and affiliates of Standard General, L.P., and now have a 49% interest in GWO.
−Removed: We are continually evaluating acquisitions, divestitures and strategic investments that are significant to our business both in the United States and in Canada.
+Added: We are continually evaluating acquisitions, divestitures and strategic investments that are significant to our business both in the United States and internationally.
However, these activities involve numerous risks.
21 unchanged sentences
A wide variety of federal, state, and local laws limit the advertising, sale and use of tobacco, and these laws have proliferated in recent years.
−Removed: For instance, on May 4, 2022, the FDA proposed two tobacco products standards related to combusted tobacco products:
−Removed: (1) a ban on menthol as a characterizing flavor of cigarettes;
−Removed: and (2) a ban on all characterizing flavors (including menthol) in cigars, and in May 2023, the FDA proposed additional requirements for tobacco product manufacturing practice regarding the manufacture, design, packing and storage of tobacco products.
Together with changing public attitudes towards tobacco consumption, the constant expansion of regulations has been a major cause of the overall decline in the consumption of tobacco products since the early 1970s.
109 unchanged sentences
and for which premarket applications were timely submitted.
−Removed: As a result of recent litigation and subsequent FDA Guidance, marketing applications for newly-deemed products were required to have been submitted no later than September 9, 2020, with the exception of our “preexisting” products (products in commerce as of February 15, 2007) which are already authorized.
−Removed: Under the FDA’s compliance policy, such products could remain on the market until September 9, 2021, unless the FDA makes an adverse determination prior to that date.
+Added: As a result of litigation and subsequent FDA Guidance, marketing applications for newly-deemed products were required to have been submitted no later than September 9, 2020, with the exception of our “preexisting” products (products in commerce as of February 15, 2007) which are already authorized.
+Added: Under the FDA’s compliance policy, such products could remain on the market until September 9, 2021, unless the FDA made an adverse determination prior to that date.
Subsequent to September 9, 2021, the FDA indicated its enforcement priority is those applicants who have received negative action on their application, such as a Marketing Denial Order (“MDO”) or Refuse to File notification and who continue to illegally sell those unauthorized products, as well as products for which manufacturers failed to submit a marketing application.
63 unchanged sentences
On February 10, 2025, the President issued an executive order directing a pause in enforcement of the FCPA for an initial 180-day period while new enforcement guidelines are created.
−Removed: While the scope and substance of the forthcoming new FCPA enforcement guidelines remains unclear, the executive order by itself is not expected to produce a significant or lasting change in the FCPA compliance environment.
−Removed: As such, although we have a compliance system designed to prevent and detect violations of applicable law, no system can provide assurance that it will always protect against improper actions by employees, joint venture partners, investees or third parties.
+Added: On June 10, 2025, the U.S.
+Added: Department of Justice issued new enforcement guidelines which set forth an approach to FCPA enforcement that is explicitly aimed at promoting U.S.
+Added: economic interests and national security.
+Added: It is unclear how these new guidelines may affect our industry as a whole or our business in particular.
+Added: Although we have a compliance system designed to prevent and detect violations of applicable law, no system can provide assurance that it will always protect against improper actions by employees, joint venture partners, investees or third parties.
Violations of these laws, or allegations of such violations could result in reputational harm, legal challenges and significant penalties and other costs.
8 unchanged sentences
We are required to purchase all our cigarette papers, cigarette tubes and cigarette injector machines under the Distribution Agreements from the supplier in France.
−Removed: Additionally, a substantial portion of the Creative Distribution Solutions joint venture’s products are sourced from China.
In 2018, the U.S.
1 unchanged sentence
by executive administrative action, and these tariffs remain in place.
−Removed: These additional tariffs apply to a significant portion of the Creative Distribution Solutions joint venture’s products and may result in increased prices for its customers and in turn, reduced demand where customers are unable to absorb the increased prices or successfully pass them onto the end-user.
were to impose additional tariffs on goods we import, it is likely to make it more costly for us to import goods from other countries.
As a result, our business, financial condition and results of operations could be materially adversely affected.
−Removed: While the President and his administration have taken steps to impose tariffs on a number of countries, most notably Canada, Mexico and China, there is little visibility into how U.S.
+Added: While the U.S.
+Added: has taken steps to impose tariffs on a number of countries, most notably Canada, India, Mexico and China, there is little visibility into how U.S.
trade policies will be affected by these actions.
−Removed: For instance, tariffs initially placed on goods from Mexico and Canada were immediately paused for further consideration.
−Removed: While we do not anticipate any impact on our business from these tariffs as we do not import any raw materials or finished goods from Canada, Mexico or China, we cannot predict whether the current administration may impose additional tariffs on goods imported from other countries, such as those in the European Union.
were to impose additional tariffs on goods we import, it is likely to make it more costly for us to import goods from other countries.
−Removed: While the future administrations may have a desire to repeal some or all of these tariffs, no assurance can be given that they will do so.
As a result, our business, financial condition and results of operations could be materially adversely affected.
−Removed: The scientific community has not yet studied extensively the long-term health effects of certain substances contained in some of the products we previously sold and some products sold by joint ventures in which we have invested .
+Added: The scientific community has not yet studied extensively the long-term health effects of certain substances contained in some of the products we previously sold and some products sold by businesses in which we have invested .
Electronic cigarettes, vaporizers and modern oral nicotine/white pouch products were recently developed and therefore the scientific community has not had a sufficient period of time to study the long-term health effects of their use.
11 unchanged sentences
There can be no assurance that we will not sustain losses in connection with such lawsuits and that such losses will not have a material adverse effect on our business, financial position, results of operations and cash flows.
−Removed: In addition to current and potential future claims related to our core tobacco products, we are subject to several lawsuits alleging personal injuries resulting from malfunctioning vaporizer devices and may be subject to claims in the future relating to our other Creative Distribution Solutions products.
−Removed: We are still evaluating these claims and the potential defenses to them.
−Removed: As a result of their relative novelty, electronic cigarette and vaporizer product manufacturers and sellers have only recently become subject to litigation.
−Removed: We may see increasing litigation over Creative Distribution Solutions products or the regulation of our products, as the regulatory regimes surrounding these products develop.
+Added: We have been, and may become, involved in legal proceedings relating to other matters including insurance claims, employee claims, tort or contract claims, federal or state regulatory investigations, securities class actions and other legal proceedings or investigations, which could have a negative impact on our reputation, business and financial condition and divert the attention of our management from the operation of our business.
+Added: Litigation is inherently unpredictable and can result in excessive or unanticipated verdicts and/or injunctive relief that affect how we operate our business.
For a description of current material litigation to which we or our subsidiaries are a party, see Item 3 “Legal Proceedings” and Note 19 “Contingencies” in Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K, for additional information.
−Removed: As a result, we may face substantial costs due to increased product liability litigation relating to new regulations or other potential defects associated with the products we ship, which could have a material adverse effect on our business, financial position, results of operations and cash flows.
Risks Related to Financial Results, Finances and Capital Structure
−Removed: We have a substantial amount of indebtedness that could affect our financial condition.
+Added: We have indebtedness that could affect our financial condition.
In February 2025, we issued $300.0 million of our 7.625% senior secured notes due 2032 (the “2032 Notes”), the proceeds of which were used to repay our existing 5.625% senior secured notes due 2026.
The 2032 Notes are senior secured obligations of the Company and guarantors and currently comprise all of our outstanding debt.
−Removed: We have the ability to borrow up to $75.0 million under our new asset-backed revolving credit facility entered into in November 2023 (the “2023 ABL Facility”), subject to borrowing base compliance, under which only letters of credit of $2.3 million were outstanding as of December 31, 2024.
+Added: We have the ability to borrow up to $75.0 million under our asset-backed revolving credit facility entered into in November 2023 (the “2023 ABL Facility”), subject to borrowing base compliance, under which only letters of credit of $2.3 million were outstanding as of December 31, 2025.
The 2023 ABL Facility bears interest at a floating rate.
30 unchanged sentences
If the indebtedness under one of our debt instruments were to be accelerated, it could cause an event of default and/or a cross-acceleration of our obligations under our other debt instruments and there can be no assurance that our assets would be sufficient to repay this indebtedness in full, which could have a material adverse effect on our business, results of operations, and financial condition.
−Removed: Even though the Federal Reserve cut interest rates by 100 basis points in 2024, it remains more expensive for us to borrow under the floating rate in our 2023 ABL Facility than it was historically for us to borrow under our previous revolving credit facility.
If we fail to establish and maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed.
2 unchanged sentences
Management is required to provide an annual assessment on the effectiveness of our internal control over financial reporting and our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting.
−Removed: Our and our auditor’s testing may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses and render our internal control over financial reporting ineffective.
−Removed: In 2021, management concluded that we had two material weaknesses in our internal control over financial reporting.
−Removed: As noted below, management concluded, during this year’s assessment, that we had one material weakness in our internal control over financial reporting, which is a material weakness that remains in existence from 2022 which the Company is continuing to remediate.
−Removed: No assurance can be given that we won’t discover additional material weaknesses in the future.
−Removed: We have incurred and we expect to continue to incur substantial accounting and auditing expense and expend significant management time in complying with the requirements of Section 404, including the requirement to have such controls tested by our independent registered public accounting firm.
−Removed: While an effective internal control environment is necessary to enable us to produce reliable financial statements and is an important component of our efforts to prevent and detect financial reporting errors and fraud, disclosure controls and internal control over financial reporting are generally not capable of preventing or detecting all financial reporting errors and all fraud.
−Removed: A control system, no matter how well-designed and operated, is designed to reduce rather than eliminate the risk of material misstatements in our financial statements.
−Removed: There are inherent limitations on the effectiveness of internal controls, including collusion, management override and failure in human judgment.
−Removed: A control system can provide only reasonable, not absolute, assurance of achieving the desired control objectives and the design of a control system must reflect the fact that resource constraints exist.
−Removed: If we are not able to comply with the requirements of Section 404, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses:
−Removed: our reputation may be adversely affected and our business and operating results could be harmed;
−Removed: the market price of our stock could decline;
−Removed: we could fail to meet our financial reporting obligations;
−Removed: we could be subject to litigation and/or investigations or sanctions by the SEC, the New York Stock Exchange or other regulatory authorities.
−Removed: We identified a material weakness in our internal control over financial reporting which, if not remediated appropriately or in a timely manner, could result in loss of investor confidence and adversely impact our stock price.
+Added: The process of designing and implementing effective internal controls over financial reporting is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments in which we operate, and to expend resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.
+Added: The measures we take may not be sufficient to satisfy our obligations as a public company and if we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our results of operations.
+Added: We cannot provide assurances that material weaknesses or significant deficiencies will not be discovered in the future or that we will be able to remediate such weaknesses or deficiencies in a timely manner.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
−Removed: Management previously identified a material weakness in internal control related to ineffective information technology general controls (“ITGCs”) in the areas of user access and program change-management over certain information technology systems that support the Company’s financial reporting processes.
−Removed: See Part II, Item 9A of this Annual Report on Form 10-K for additional information.
−Removed: While we have implemented controls that we believe will remediate the material weakness in 2025, the material weakness remains unremediated as of December 31, 2024, primarily due to the need to finalize testing of the controls and, as a result, management concluded that our internal control over financial reporting was not effective as of December 31, 2024.
−Removed: Our remediation measures have and will continue to result in additional technology, new personnel, the creation of training programs and other expenses.
−Removed: If we are unable to remediate the material weakness, or are otherwise unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and in turn, adversely impact our stock price.
+Added: Management previously identified a material weakness in internal control related to ineffective information technology general controls in the areas of user access and program change management over certain information technology systems that support the Company’s financial reporting process.
+Added: Our management developed and implemented a remediation plan to address such material weakness.
+Added: Based on the implementation of this remediation plan, we have concluded that the material weakness was remediated as of December 31, 2025.
+Added: While we recently remediated the aforementioned material weaknesses in our internal control over financial reporting, there can be no assurance that our remediation efforts will be effective in all respects or that we will be able to successfully remediate any future material weaknesses.
+Added: If we are unable to implement and maintain effective internal controls over financial reporting, we may be unable to timely and accurately report our financial results, which could increase our operating costs, trigger an event of default under our debt agreements or otherwise harm our business, investor confidence or the value of our ordinary shares.
+Added: Failure to maintain effective internal control over financial reporting also could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities.
Risks Related to our Common Stock
31 unchanged sentences
We may also be required to issue common stock at the exercise or vesting of certain of our incentive equity awards of which 719,309 shares remain outstanding and unvested.
−Removed: Further, on December 13, 2024, the Company entered into an at-the-market offering program (the “ATM Program”) with B.
+Added: The Company entered into an at-the-market offering program (the "ATM Program") on December 13, 2024, with B.
Riley Securities Inc.
and Barclays Capital Inc.
−Removed: The Company may sell up to $100.0 million of common stock under the ATM Program.
−Removed: See Note 14, “Notes Payable and Long-Term Debt,” of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
+Added: On November 5, 2025, the Company increased the aggregate dollar amount of shares of common stock that it may sell under the ATM Program by an additional $200,000,000.
+Added: See Note 22, “Dividends, Share Issuances and Share Repurchases” of our Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
We cannot predict the size of future issuances of our common stock or securities convertible into common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock.
14 unchanged sentences
and natural disasters, such as hurricanes, tornados, earthquakes or floods.
−Removed: In December 2023, a third-party warehouse in Tennessee used to store some of the Company’s leaf tobacco incurred significant tornado damage including damage to the Company’s leaf tobacco, which resulted in us recording a $15.2 million inventory reserve related to our leaf tobacco inventory.
+Added: In December 2023, a third-party warehouse in Tennessee used by the Company incurred significant tornado damage including damage to the Company’s property, which resulted in us recording a $15.2 million inventory reserve related to our leaf tobacco inventory.
If such events were to occur or reoccur and disrupt our manufacturing capabilities or supply arrangements, there can be no assurance that we could quickly remedy the impact and there could be a material adverse impact on our business, financial position, results of operations, and cash flows.
20 unchanged sentences
The failure of our information systems to function as intended, or the penetration by outside parties’ intent on disrupting business processes, could result in significant costs, loss of revenue, assets or personal or other sensitive data and reputational harm.
−Removed: Additionally, in connection with the preparation of our consolidated financial statements, management identified a material weakness in internal control related to ineffective ITGCs in the areas of user access and program change-management over certain information technology systems that support the Company’s financial reporting processes.
−Removed: See Part II, Item 9A of this Annual Report on Form 10-K for additional information.
−Removed: In the event we are unable to remediate the material weakness, or are otherwise unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and, in turn, adversely impact our stock price.
Security and privacy breaches may expose us to liability and cause us to lose customers.
18 unchanged sentences
We acquired the Stoker ’ s ® brand in 2003 and have continued to develop it through the introduction of new products, such as moist snuff.
−Removed: In 2024, we accelerated our national roll-out and expanded manufacturing of our white nicotine pouch brand FRE and on behalf of our joint venture, ALP Supply Co, LLC (“ALP”), furthering our entry into the modern oral nicotine space.
+Added: In 2024 and 2025, we accelerated our national roll-out and expanded manufacturing of our white nicotine pouch brand FRE and on behalf of our joint venture, ALP Supply Co, LLC (“ALP”), furthering our entry into the modern oral nicotine space.
The acquisition of certain tobacco assets and distribution rights from Durfort and BluntWrap USA secured long-term control of our Zig-Zag MYO cigar wrap products and provided us access to a portfolio of tobacco products with significant strategic value, and the acquisition of certain tobacco assets from Unitabac expanded our capabilities in the growing cigar market.
64 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.