28 paragraphs in Risk Factors of the 10-K filed Aug 17, 2026
with nothing like them in the 10-K filed Aug 21, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 74 Technology companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
•Our operating results may fluctuate due to changes in demand, industry cycles and the timing of customer deployments, including AI-related data center investments, and our ability to accurately forecast demand as a result of these changing market conditions.
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•Long-term agreements, which we also refer to as New Business Models or “NBMs”, expose us to certain execution, financial, and market risks, which could be significant.
Similar paragraph at 1 of 74 other Technology companies:
WDC
•Our share repurchase program may not enhance shareholder value and could affect the price of our common stock and reduce our financial flexibility.
Similar paragraph at 3 of 74 other Technology companies:
DDOG,
P,
PANW
•Mutual indemnification obligations between WDC and us for certain liabilities in connection with the spin-off may not provide the protection we expect and could result in significant liabilities that could adversely affect our financial results.
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•the impacts of social, political, immigration, and tax and trade policies in the U.S. and abroad;
Similar paragraph at 2 of 74 other Technology companies:
INTC,
TRMB
Constraints on global talent mobility and hiring, including changes in immigration laws and policies, travel restrictions, work permits regulation and administration, government restrictions to contain the spread of infectious disease, and limitations on the ability of employees to enter, leave, or return to jurisdictions in which we operate, may also affect our ability to attract and retain the specialized skills needed to support our business and may disrupt our operations.
As part of our compensation program, we grant equity incentives to our senior leaders to align their interests with stockholder interests and incentivize these leaders to further deliver stockholder value. The unvested value of these awards has appreciated materially as a result of our stock price performance in fiscal 2026. These awards generally vest either in February 2028 or September 2028. If the value of these awards at such time remains materially appreciated above their grant date values, we could experience attrition among these leaders when the awards vest. While our Board of Directors (the “Board”) and management are focused on continued incentives for, and retention of, this group, if we were to lose one or more of our senior leaders following the vest date of these awards, we could experience difficulties in finding qualified successors, competing effectively, executing our business plan and implementing our business strategy, which could adversely impact our operations and operating results.
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We may also have difficulty effectively competing with manufacturers benefiting from governmental investments and may be subject to increased complexity and reduced efficiency in our supply chain as a result of governmental efforts to promote domestic semiconductor industries in various jurisdictions.
Similar paragraph at 1 of 74 other Technology companies:
WDC
Our operating results may fluctuate due to changes in demand, industry cycles and the timing of customer deployments, including AI-related data center investments, and our ability to accurately forecast demand as a result of these changing market conditions.
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9 more
In March 2026, we made an equity investment in Nanya Technology Corporation (“Nanya”).The value of our investment could be impaired by adverse changes in Nanya’s financial performance, operating results, or market conditions, which could result in losses or impairment charges that adversely affect our results of operations. Similarly, increases in the value of our investment could influence our financial results in accordance with GAAP accounting in a manner that is not representative of our core business, and regulatory restrictions on cross-border semiconductor investments, including potential outbound investment screening requirements, could constrain our ability to realize the full value of this investment.
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Long-term agreements, which we also refer to as New Business Models or “NBMs”, expose us to certain execution, financial, and market risks, which could be significant.
Similar paragraph at 1 of 74 other Technology companies:
WDCWe have entered into long-term agreements with certain customers, which we also refer to as New Business Models or “NBMs”, that commit us to deliver, and our customers to purchase, a stated volume of products, mostly over multi-year periods. Our ability to fulfill our obligations under these agreements depends on a number of factors, including our manufacturing capacity, production yields, supply chain performance, and the availability of raw materials and other critical inputs. If we are unable to deliver products in the quantities, at the times, or meeting the specifications required under these agreements, we may face contractual damages, other financial penalties, or early termination. There can be no assurance that we will be able to perform these contractual obligations throughout the contract terms without disruption or shortfall. Any failure to perform could harm our customer relationships, damage our reputation, and, in the aggregate, might have a material adverse effect on our results of operations and financial condition.
Similar paragraph at 1 of 74 other Technology companies:
WDCIf a customer were to breach its purchase obligations, or if we were to breach our obligations and a customer were to terminate or reduce its volume commitments, we may need to find alternative customers for any affected product volumes. Depending on market conditions at the time, we may be unable to resell those products at comparable prices, or at all, which could result in reduced revenue, lower margins, excess inventory, or manufacturing underutilization or asset impairment charges. Additionally, a customer’s failure to satisfy its contractual purchase commitments may require us to enforce our contractual rights or pursue other remedies, and any resulting disputes, litigation, arbitration, or other proceedings could be costly, time-consuming, and could adversely affect our business or customer relationships. Any such disputes, lost sales, reduced pricing, or operational inefficiencies resulting from such contractual breach could have a material adverse effect on our business, results of operations, and financial condition.
Similar paragraph at 1 of 74 other Technology companies:
WDCIn addition, these long-term agreements may constrain a portion of our available supply and limit our flexibility to respond to changes in market conditions, including shifts in demand, pricing opportunities, or customer requirements. As a result, we may be unable to allocate product volumes to other customers or market opportunities that could be more favorable, which could adversely affect our business, results of operations, and financial condition.
Each agreement includes certain financial guarantees that are intended to protect us if the customer fails to perform its purchase obligations. In such event, these financial guarantees are intended to offset a portion of revenue that may be lost due to the customer’s failure to perform its purchase obligations, but they may not fully offset such lost revenue depending on the specific circumstances of such failure to perform, when during the contract term the customer’s failure to perform were to occur and other factors.
Similar paragraph at 1 of 74 other Technology companies:
WDCOur guarantees of certain obligations of Flash Ventures could negatively impact our financial position, and the loan agreement governing our revolving credit facility contains various covenants and restrictions that may restrict our operations and ability to respond to future business opportunities.
Similar paragraph at 1 of 74 other Technology companies:
P
Our ability to comply with our debt covenants will depend on our financial performance, which may be affected by financial, business, economic and other factors.
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The amount and timing of our share repurchases may fluctuate, and share repurchases may not enhance shareholder value and could affect the price of our common stock and reduce our financial flexibility.
Similar paragraph at 3 of 74 other Technology companies:
DDOG,
P,
PANWIn April 2026, our Board authorized a share repurchase program of up to $6.0 billion of our common stock, and in August 2026, the Board authorized an additional share repurchase program of up to $14.0 billion of our common stock. The Board may continue to authorize further repurchase programs from time to time. The authorization does not obligate us to repurchase any particular amount of stock and may be modified, suspended, or terminated at any time. The amount and timing of repurchases will depend on a variety of factors, including general market conditions; our financial condition and operating results; tax regulations impacting share repurchases; the share price of our common stock; contractual restrictions, such as financial or operating covenants in our debt arrangements; our level of cash flow; other priorities for use of cash; and alternative investment opportunities.
Similar paragraph at 1 of 74 other Technology companies:
MCHPWe cannot guarantee that repurchases under the program will enhance shareholder value. Repurchases may be made at prices that exceed future market prices and may not result in efficient use of capital. In addition, funds used for share repurchases will reduce the cash available for other purposes, including investments in our business, technology development, capacity expansion, acquisitions, working capital needs, and debt repayment.
The existence of the repurchase program may create expectations among investors regarding the level, timing, and continuity of repurchases. Any reduction, suspension, or discontinuation of repurchases, or any failure to repurchase shares at levels anticipated by investors, could negatively affect the market price of our common stock. Repurchase activity may also increase volatility in the trading price of our common stock.
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In connection with our spin-off from WDC, we and WDC have assumed certain indemnification obligations. These indemnification obligations may not provide the protection we expect and could result in significant liabilities that could adversely affect our financial results.
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In connection with our separation from WDC, we have established, and are continuing to develop and refine, the standalone financial, administrative, governance, public company compliance, information technology, and other organizations, systems, and processes necessary to operate as an independent, publicly traded company. Building and maturing these functions is a complex, multi-phase undertaking, and we cannot assure you that we will complete it on a timely or cost-effective basis.
The changes in our personnel, systems, and processes associated with operating independently have resulted, and may continue to result, in a loss of institutional knowledge, gaps in continuity, disruptions to our operations, and inefficiencies as our standalone organizations and systems mature. If we fail to effectively implement these initiatives—including integrating our governance structures, establishing and maintaining sufficient internal controls and corporate policies, fully developing our standalone teams and capabilities, and aligning stakeholder expectations—we may experience operational disruptions, material weaknesses or other deficiencies in our internal control over financial reporting, regulatory non-compliance, weakened stakeholder relationships, reputational harm, loss of business opportunities, and an inability to realize the anticipated benefits of the separation.
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•our Board has the sole power to set the number of directors and to fill any vacancies on our Board, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;
•the inability of our stockholders to act by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
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•only our Board, the Chair of the Board or our Chief Executive Officer may call special meetings of stockholders, and stockholders do not have the authority to call a special meeting of stockholders.
Similar paragraph at 1 of 74 other Technology companies:
WDAY
In addition, we are subject to Section 203 of the DGCL, which generally prohibits a publicly held Delaware corporation from engaging in a broad range of business combinations with any stockholder who has acquired 15% or more of its outstanding voting stock for a period of three years following the date on which such stockholder became an interested stockholder, unless the business combination or the transaction in which the stockholder became an interested stockholder is approved in a prescribed manner. This provision may discourage, delay or prevent a change of control of our Company.
Similar paragraph at 3 of 74 other Technology companies:
CDNS,
P,
SMCI
New in the latest 10-Q
41 paragraphs in the 10-Q filed Oct 30, 2026 with nothing like
them in the 10-Q filed May 1, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
• risks associated with strategic initiatives, including restructurings, acquisitions, divestitures, cost saving measures and joint ventures;
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• difficulties or delays in product ramps, manufacturing or other supply chain disruptions;
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• risks related to long-term agreements, which we also refer to as New Business Models or NBMs;
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• fluctuation of operating results, including due to changes in demand, industry cycle and timing of customer deployments, and our ability to accurately forecast demand;
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• risks associated with the use of artificial intelligence in our business operations;
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• changes to relationships with key customers or consolidation among our customer base;
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Financial statements and notes
2026 2025 Revenue, net $ 11,031 $ 2,308 Cost of revenue 1,653 1,621 Gross profit 9,378 687 Operating expenses: Research and development 384 316 Selling, general and administrative 214 179 Business separation costs — 9 Employee termination and other — (3) Loss on business divestiture — 10 Total operating expenses 598 511 Operating income 8,780 176 Interest and other income (expense), net: Gain on equity securities, net 513 — Interest income 51 16 Interest expense (2) (40) Other income (expense), net (23) (28) Total interest and other income (expense), net 539 (52) Income before taxes 9,319 124 Income tax expense 1,218 12 Net income $ 8,101 $ 112 Net income per common share: Basic $ 55.49 $ 0.77 Diluted $ 52.60 $ 0.75 Weighted average shares outstanding: Basic 146 146 Diluted 154 149
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Note 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies
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Refund liabilities relate to consideration received that is expected to be refunded to the customer, following their satisfaction of all performance conditions, and primarily include security deposits collected under NBMs that must be refunded at the end of the contract term. Total refund liabilities as of October 2, 2026 were $ 1.6 billion. The refund liabilities as of July 3, 2026 were $ 1.5 billion.
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NBMs may include terms requiring the customer to establish and maintain collateral with third-party financial institutions. The Company’s right to access such off-balance sheet collateral is contingent upon the occurrence of specified events of default or breach by the customer under the applicable NBM. As the Company does not control the underlying funds and has no unconditional right to them unless and until such an event occurs, no amounts related to these collateral balances have been recognized in the Company’s Condensed Consolidated Financial Statements as of October 2, 2026 and July 3, 2026. The aggregate amount of collateral issued or held by third-party financial institutions was $ 12.8 billion as of October 2, 2026, representing the maximum potential proceeds available to the Company in the event of customer default or breach.
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Goodwill balances recorded by the Company represent the historical goodwill balances in WDC’s business arising from acquisitions specific to the Company. As of October 2, 2026 and July 3, 2026, goodwill amounted to $ 5.0 billion, with an immaterial movement solely relating to foreign currency translation adjustment.
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As of October 2, 2026 and July 3, 2026, the Company had total accounts receivable, net of $ 6.6 billion and $ 4.7 billion, respectively. Additionally, for the periods ended October 2, 2026 and July 3, 2026, the Company had three separate customers that accounted for approximately 16 %, 15 %, and 11 %; and 19 %, 12 % and 10 %, respectively, of the Company’s outstanding accounts receivable, net.
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The Company recorded as part of Cost of revenue, inventory charges of $ 22 million and $ 7 million during the three months ended October 2, 2026 and October 3, 2025, respectively. The Company’s inventory provisions amounted to $ 127 million and $ 125 million as of October 2, 2026 and July 3, 2026, respectively.
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Money Market Funds. The Company’s money market funds are funds invested in U.S. Treasury and U.S. Government agency securities. Money market funds are valued based on quoted market prices.
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Marketable Equity Securities. The Company’s marketable equity securities represent an investment in Nanya Technology Corporation, a publicly-traded entity that has a quoted price in an active market and, therefore, has a readily determinable fair value. The marketable equity securities are measured at fair value with the unrealized gains amounting to $ 512 million for the three months ended October 2, 2026, recognized through the Condensed Consolidated Statements of Operations. The marketable equity securities owned by the Company are subject to a statutory lock-up period of three years, during which the Company will be restricted from transferring or selling the shares, subject to limited exceptions under applicable Taiwanese law.
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Short-term investments. The Company has invested in time deposits with original maturities of greater than 90 days. These instruments are presented within Other current assets and are considered short-term investments.
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Foreign Exchange Contracts. The Company’s foreign exchange contracts are short-term contracts to hedge the Company’s foreign currency risk. Foreign exchange contracts are valued using an income approach that is based on the present value of a future cash flow model. The market-based observable inputs for the model include forward rates and credit default swap rates. See Note 7, Derivative Instruments and Hedging Activities, for additional disclosures.
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On September 9, 2026, the Company entered into Amendment No. 1 (“Amendment No. 1”) to its Revolving Credit Facility, originally dated February 21, 2025. Amendment No. 1 modifies certain interest rate provisions and extends the maturity date from February 21, 2030 to September 9, 2031.
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As a result of WDC’s disposition of all of its shares of the Company, WDC ceased to be a related party of the Company during fiscal year 2026. The transactions outlined below represent agreements with WDC that remained in effect in the current and comparative period.
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2026 2025 Cost of operating leases $ 12 $ 11 Cash paid for operating leases 10 10 Operating lease assets obtained in exchange for operating lease liabilities 6 2
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As of October 2, 2026, the Company had the following minimum long-term commitments:
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The types of awards that may be granted include stock options, stock appreciation rights, RSUs, PSUs, cash awards, and other stock-based awards. Persons eligible to receive awards include officers and employees of the Company or any of its subsidiaries, members of the Board and certain consultants and advisors. The vesting of awards is determined at the grant date. Each award expires on a date determined at the grant date. RSUs typically vest over periods ranging from two to four years from the grant date. PSUs are granted to certain employees and vest only after the achievement of a predetermined performance or market conditions and completion of requisite service periods. Once the performance or market conditions are met, the employee’s vesting of PSUs is generally subject to continued service.
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As of October 2, 2026, the maximum number of shares of the Company’s common stock that was authorized for award grants was 24 million shares. The 2025 Long-Term Incentive Plan terminates on January 25, 2035, unless terminated earlier by the Company’s Board of Directors.
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Number of Shares Weighted Average Grant Date Fair Value (in millions) RSUs and PSUs outstanding at July 3, 2026 6.6 $ 53.99 Granted 0.4 1,652.24 Vested (1.3) 44.49 Canceled/forfeited — 62.05 RSUs and PSUs outstanding at October 2, 2026 5.7 $ —
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Total weighted average fair value, as of their respective vesting dates, were $ 2.7 billion and $ 48 million, respectively for the three months ended October 2, 2026, and October 3, 2025.
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2026 2025 Cost of revenue $ 6 $ 4 Research and development 34 23 Selling, general and administrative 51 26 Subtotal $ 91 $ 53 Tax benefit (7) (6) Total $ 84 $ 47
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2026 2025 (in millions, except per share amounts) Net income $ 8,101 $112 Weighted average shares outstanding: Basic 146 146 Diluted (1) 154 149 Net income per common share: Basic $ 55.49 $0.77 Diluted $ 52.60 $0.75
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On October 29, 2026, the Company announced that its Board of Directors approved an eight -for-one forward stock split (the “Stock Split”) of the Company’s common stock, par value $ 0.01 per share (“Common Stock”). The Stock Split will be effected through an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation. The Charter Amendment, when effected, will proportionately increase the number of authorized shares of the Company’s Common Stock from 450 million to 3.6 billion.
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In connection with the Stock Split, each of the Company’s stockholders of record as of the close of business on November 9, 2026 will receive seven additional shares for each share held, which will be issued after market close on Thursday, November 19, 2026. The Company’s Common Stock is expected to begin trading on a post-split basis at the market open on Friday, November 20, 2026 under the Company’s existing trading symbol “SNDK”.
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The following table reflects basic and diluted weighted average shares and net income per share on an unaudited pro forma basis, giving effect to the stock split as if it had been effective for all periods presented:
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2026 2025 (in millions) Net income $ 8,101 $112 Weighted average shares outstanding: Basic 1,168 1,168 Diluted 1,232 1,192 Net income per common share: Basic $ 6.94 $0.10 Diluted $ 6.58 $0.09
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On September 9, 2026, the Company entered into Amendment No. 1 (“Amendment No. 1”) to its Revolving Credit Facility, originally dated February 21, 2025. Amendment No. 1 modifies certain interest rate provisions and extends the maturity date from February 21, 2030 to September 9, 2031.
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Commencing in the second half of fiscal year 2026, we entered into long-term agreements, which we also refer to as New Business Models, or “NBMs,” with several Datacenter and Edge customers. These agreements generally commit us to deliver, and our customers to purchase, a stated volume of products, mostly over multi-year periods. The agreements include pricing mechanisms consisting of fixed and variable components and are supported by financial guarantees that are intended to provide additional protection in the event a customer does not satisfy their contractual purchase obligations. As NBMs are expected to become our predominant way of doing business, we believe that this business model will contribute to greater predictability of revenue, support production planning, and enhance supply assurance for our customers. While these agreements do not eliminate the risks associated with customer demand, market conditions, or operational execution, we believe they reduce certain elements of industry cyclicality and support our long-term strategic and financial objectives.
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(2) Includes commitments for the purchase of transferable tax credits intended to offset tax liabilities as part of the Company's tax planning strategy.
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Market risk
We are exposed to equity market risk through our investment in marketable equity securities in a foreign entity, which we typically do not attempt to reduce or eliminate through hedging activities.
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As of October 2, 2026, the fair value of our marketable equity securities was $2.3 billion. This represents an investment in Nanya, for which the securities are traded on the Taiwan Stock Exchange. To determine a reasonable possible decrease in the market value of our marketable equity securities, we have analyzed the historical market price sensitivity of our investment. Assuming a decline of 10% in market prices, the aggregate value of our marketable equity securities could decrease by $229 million, based on the fair value as of October 2, 2026.
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During the three months ended October 2, 2026 and October 3, 2025, total net realized and unrealized transaction and foreign exchange contract currency losses were $7 million and $3 million, respectively, were recognized in our Condensed Consolidated Financial Statements.
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Controls and procedures
There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Share sales and buybacks
The following table provides information about repurchases by us of our common stock during the quarter ended October 2, 2026:
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(3) Represents the approximate remaining dollar value of shares that may yet be purchased under the Repurchase Programs. The authorized amounts under these programs are stated exclusive of directly attributable commissions and certain taxes. Accordingly, the remaining repurchase capacity shown in this column may not equal the difference between the total dollar authorization and cumulative amounts reported in the Average Price Paid per Share column.
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Item 6
+ This document has been identified as a management contract or compensatory plan or arrangement.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 30, 2026 against Item 1A of the 10-K filed Aug 17, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-10-30 vs 10-K 2026-08-17
We have described under the heading “Risk Factors” included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 17, 2026 for the year ended July 3, 2026 a number of risks and uncertainties that could cause our actual results of operations and financial condition to vary materially from past, or from anticipated future, results of operations and financial condition. There have been no material changes from these risk factors previously described in our Annual Report on Form 10-K for the year ended July 3, 2026. These risks and uncertainties are not the only risks facing us. Additional risks and uncertainties not presently known to us or that we currently deem not material may also adversely affect our business, financial condition, results of operations or the market price of our common stock.
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