Labor and talent
73 of 521 companies added a paragraph in Risk Factors that uses one of these words:
labor shortage, labor union, labor unions, unionized, collective bargaining, key personnel, attract and retain.
The paragraph is in the latest 10-K and nothing like it was in the one before.
It counts text; it does not say how serious a risk is. Words in capitals only (such as AI) must be in capitals.
By sector
Sector is the SEC's industry description of the company. Each count opens that sector's quotes below.
| Sector | Companies | Compared |
|---|---|---|
| Air Courier Services | 1 | 1 |
| Farm Machinery & Equipment | 1 | 1 |
| Food and Kindred Products | 1 | 1 |
| Meat Packing Plants | 1 | 1 |
| Misc Industrial & Commercial Machinery & Equipment | 1 | 1 |
| Miscellaneous Manufacturing Industries | 1 | 1 |
| Paper Mills | 1 | 1 |
| Real Estate Operators (No Developers) & Lessors | 1 | 1 |
| Retail-Retail Stores, NEC | 1 | 1 |
| Services-Engineering, Accounting, Research, Management | 1 | 1 |
| Services-Management Services | 1 | 1 |
| Services-Misc Health & Allied Services, NEC | 1 | 1 |
| Railroads, Line-Haul Operating | 2 | 3 |
| Search, Detection, Navigation, Guidance, Aeronautical Sys | 2 | 4 |
| Computer Peripheral Equipment, NEC | 1 | 2 |
| Cutlery, Handtools & General Hardware | 1 | 2 |
| Mining & Quarrying of Nonmetallic Minerals (No Fuels) | 1 | 2 |
| Printed Circuit Boards | 1 | 2 |
| Rubber & Plastics Footwear | 1 | 2 |
| Services-Medical Laboratories | 1 | 2 |
| Wholesale-Groceries & Related Products | 1 | 2 |
| Finance Services | 12 | 28 |
| Beverages | 2 | 5 |
| Orthopedic, Prosthetic & Surgical Appliances & Supplies | 2 | 5 |
| General Industrial Machinery & Equipment | 1 | 3 |
| Measuring & Controlling Devices, NEC | 1 | 3 |
| Perfumes, Cosmetics & Other Toilet Preparations | 1 | 3 |
| Water Transportation | 1 | 3 |
| Pharmaceutical Preparations | 3 | 11 |
| Investment Advice | 2 | 8 |
| Electronic & Other Electrical Equipment (No Computer Equip) | 1 | 4 |
| Motor Vehicles & Passenger Car Bodies | 1 | 4 |
| Retail-Eating Places | 1 | 4 |
| Security & Commodity Brokers, Dealers, Exchanges & Services | 1 | 4 |
| Services-Computer Processing & Data Preparation | 1 | 4 |
| Semiconductors & Related Devices | 3 | 15 |
| Biological Products, (No Diagnostic Substances) | 1 | 5 |
| Computer Storage Devices | 1 | 5 |
| Services-Computer Programming, Data Processing, Etc. | 1 | 5 |
| National Commercial Banks | 2 | 11 |
| State Commercial Banks | 1 | 6 |
| Crude Petroleum & Natural Gas | 1 | 7 |
| Electric Services | 2 | 15 |
| Services-Business Services, NEC | 2 | 16 |
| Real Estate Investment Trusts | 3 | 27 |
| Services-Prepackaged Software | 2 | 19 |
| Surgical & Medical Instruments & Apparatus | 1 | 10 |
117 paragraphs
We depend on the efforts of our key personnel and the key personnel of Hut 8, including our and Hut 8’s senior leadership, two of whom are current directors and executive officers of both us and Hut 8. They are important to our success for many reasons, including that they attract investors and business and investment opportunities and assist us in negotiations with investors, lenders, and industry personnel. If we lost their services, or Hut 8 lost the services of its key personnel, our business and investment opportunities and our relationships with lenders and other capital markets participants and industry personnel could suffer. As the number of our competitors increases or their competitive strength increases, it becomes more likely that a competitor would attempt to hire certain of these individuals away from us or Hut 8. The loss of any of these key personnel would result in the loss of these and other benefits and could materially and adversely affect our business, financial condition, and results of operations.
Read in the 10-K filed Mar 27, 2026 ↗
Seamless leadership transitions for key positions are critical to sustaining our culture and organizational success. If our succession planning is ineffective, it could adversely impact our business. Organizational changes, such as our past and any future restructuring efforts, such as the restructuring plans we have implemented in each of the past three fiscal years, and most recently in the third quarter of 2025, may increase attrition and adversely impact our ability to successfully attract, motivate, and retain key personnel. In September, 2025, we required most of our employees to return to working five days per week in the office for most locations, which could impact our ability to attract and retain qualified personnel, particularly if companies that we compete with for talent have adopted work policies and arrangements that our employees may consider to be more appealing. We have experienced and may continue to experience difficulties attracting and retaining personnel that meet the qualifications, experience, compliance mindset and values we expect and share our core values of Agility, Customer and Accountability, which could impact our ability to achieve our strategic objectives and maintain compliance with obligations under our internal controls and other requirements. We provide significant training and experience to our personnel that, for certain roles, can make key personnel, such as our commercial and sales personnel, highly desirable to competitors and lead to increased attrition.
Read in the 10-K filed Feb 27, 2026 ↗
We are required to comply with EHS laws and regulations in each of the countries we operate and do business. Federal, state, provincial, and local laws and requirements related to the provision of a safe and healthy workplace represent critical obligations for the Company to ensure that our people are able to return home safely each day. In addition, workers throughout our value chain may be exposed to adverse impacts related to inadequate working conditions. Changes to EHS laws and regulations and evolving legal and regulatory requirements relating to human rights due diligence and supply chain transparency may result in increased compliance costs and require enhanced monitoring, reporting and remediation activities across our Company and value chain. Failure to identify, prevent, mitigate or adequately report actual or perceived worker or labor-related impacts in our own operations or value-chain operations could adversely affect our reputation, customer relationships, ability to attract and retain business, results of operations, financial condition or cash flows.
Read in the 10-K filed Aug 14, 2026 ↗
The ability of the FDA to review and clear or approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, shifting policy priorities as a result of changes in the Presidential administration and political appointees tasked to oversee the agency, and statutory, regulatory, and policy changes. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of other government agencies on which our operations may rely is subject to the impacts of political events, which are inherently fluid and unpredictable.
Read in the 10-K filed Mar 19, 2026 ↗
•transition and integration of key personnel, including Mr. Hider who was elected as CEO in 2025;
Read in the 10-K filed Feb 12, 2026 ↗
if rewards and transaction fees for miners or validators on any particular digital asset network are not sufficiently high to attract and retain miners or validators, a blockchain network’s security and speed may be adversely affected, increasing the likelihood of a malicious attack;
Read in the 10-K filed Nov 21, 2025 ↗
Loss of key personnel or inability to recruit and retain qualified employees may adversely affect our operations and growth.
Read in the 10-K filed Nov 21, 2025 ↗
brand and reputation, reduced demand for our products, inability to attract and retain employee talent or other negative impacts on our business and operations.
Read in the 10-K filed Feb 11, 2026 ↗
if rewards and transaction fees for miners or validators on any particular digital asset network are not sufficiently high to attract and retain miners or validators, a blockchain network’s security and speed may be adversely affected, increasing the likelihood of a malicious attack;
Read in the 10-K filed Mar 27, 2026 ↗
If WhiteFiber establishes data centers in areas with lower populations such as Iceland or remote parts of North America, recruiting and retaining the necessary staff to operate its locations may pose a challenge. When WhiteFiber encounters a relatively low population, the pool of available employees is limited. In addition, some employers have offered significantly higher wages in order to fill vacant positions. This may adversely affect WhiteFiber’s ability to attract and retain qualified personnel and may increase its employee costs if it has to increase the compensation we pay in response to the market.
Read in the 10-K filed Mar 27, 2026 ↗
(“OTC”) derivative transactions, central counterparties and trade repositories (“EMIR”), the EU Central Securities Depositories Regulation (“CSDR”) and the Markets in Financial Instruments Directive 2014 (2014/65/EU) (“MiFID II”). These regimes and regulations involve enhanced internal governance, disclosure and reporting requirements, create significant compliance and administrative burdens, and may require meaningful changes to the ways in which we conduct our business and operations. In addition, certain changes to AIFMD that comes into effect in 2026 may limit the use of leverage in certain funds, which could impact their fund returns, as well as may restrict certain alternative investment funds from marketing in specific EEA jurisdictions, which may impact our ability to raise capital from EEA investors. We additionally have regulatory capital and liquidity adequacy requirements for certain of our entities licensed under MiFID, as well as remuneration requirements of certain senior staff. Additional regulation around remuneration may make it harder for us to attract and retain talent, compared to competitors not subject to the same rules.
Read in the 10-K filed Feb 27, 2026 ↗
In addition to risks associated with acquisitions and integrations, we may also face risks in executing strategic exits, divestitures, or wind downs of businesses. For example, we have announced the wind down of our Japan equities business, initiated sale processes for our Australia and Canada equities businesses and, subsequent to December 31, 2025, announced the wind down of CEDX. These actions may involve transitional disruptions, regulatory complexities, loss of customer relationships, reputational impacts, or challenges in retaining key personnel during the transition. If we are unable to effectively manage these exits or realize the anticipated cost savings and strategic benefits, our business, financial condition, and operating results could be materially adversely affected.
Read in the 10-K filed Feb 20, 2026 ↗
Our management team has spent, and continues to spend, a significant amount of time and effort focusing on the integration of Discover. This diversion of attention may have an adverse effect on the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the time it takes to complete the integration is protracted. During this period of integration, our employees may face distraction and uncertainty, and we may experience increased levels of employee attrition. A loss of key personnel or material erosion of employee morale could have a materially adverse effect on our ability to meet customer expectations, thereby adversely affecting our business and results of operations. The failure to retain members of our management team and other key personnel could also impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations.
Read in the 10-K filed Feb 19, 2026 ↗
Our ability to attract and retain customers is highly dependent upon the perceptions of consumer and commercial borrowers and deposit holders and other external perceptions of our products, services, business practices, workplace culture, compliance practices or our financial health. Capital One’s brands, including Discover, PULSE and Diners Club, are some of our most
Read in the 10-K filed Feb 19, 2026 ↗
with our existing compensation and salary structure at this stage in our development. We may be unable to attract and retain our senior
Read in the 10-K filed Mar 2, 2026 ↗
establishment and maintenance of our compliance, audit, and reporting systems, as well as our ability to attract and retain qualified
Read in the 10-K filed Mar 2, 2026 ↗
benefits and compensation may make it difficult to retain key personnel and we may need to enter into retention or other arrangements
Read in the 10-K filed Mar 2, 2026 ↗
that could be costly to maintain. If executives, managers or other key personnel resign, retire or are terminated, or their service is
Read in the 10-K filed Mar 2, 2026 ↗
Governmental authorities, certain investors, and other stakeholders continue to focus on, set and revise, expectations relating to corporate responsibility matters, both in the United States and internationally. Such expectations are evolving and may be contradictory. Our actions, undertakings and decisions in connection with corporate responsibility and/or sustainability-related initiatives, goals, or commitments, including whether to pursue them, and/or the extent to which we achieve them, may be challenged and could harm our reputation, adversely impact our ability to attract and retain employees or customers and expose us to increased scrutiny from investors, governmental authorities and others, or subject us to liability. Additionally, compliance with current or future legal requirements or stakeholder expectations regarding corporate responsibility and/or sustainability matters, including disclosure and reporting obligations, may result in increased costs and legal and operational risks. For example, the proliferation of regulations and guidance addressing corporate responsibility topics at various government levels has required and may continue to require significant effort and resources, and our efforts may not ensure compliance with evolving standards. Any such damage to our reputation, adverse impact to our ability to attract and retain employees or customers, increased scrutiny, exposure to liability and increased compliance costs may adversely impact our business, financial condition, or results of operations.
Read in the 10-K filed Mar 5, 2026 ↗
Many of our production and maintenance employees are represented by labor unions under various collective bargaining agreements with different expiration dates. There is no certainty that we will successfully negotiate new agreements with these unions that extend beyond the current expiration dates, or that these new agreements will be on terms that will allow us to be competitive.
Read in the 10-K filed Dec 18, 2025 ↗
In addition, additional employees may choose to join or seek recognition for forming a labor union. If additional employees organize in the future, such employees may threaten and/or engage in work stoppages or organize campaigns. The outcomes from such actions may affect our reputation, and could adversely affect our business, results of operations, and financial condition.
Read in the 10-K filed Dec 18, 2025 ↗
To execute our growth plan, we must continue to attract and retain highly qualified talent, including executive
Read in the 10-K filed May 22, 2026 ↗
to shop, comparison shop, and engage with brands, and we rely on these channels to attract and retain customers.
Read in the 10-K filed May 22, 2026 ↗
the ability for cryptocurrency networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;
Read in the 10-K filed Feb 27, 2026 ↗
The TAE Merger may be more difficult, costly, or time‑consuming than expected, and we may fail to realize anticipated benefits and synergies. The success of the TAE Merger depends on effective integration of operations, systems, and personnel across finance, compliance, technology, vendor management, and other functions; delays or underperformance could adversely affect revenue growth and margins. Integration efforts may divert management attention, cause loss of key personnel, and disrupt relationships with customers, suppliers, and partners, any of which could harm operating results. Even if we execute our plans, actual cost savings could be lower or realized later than expected, and unforeseen expenses may arise.
Read in the 10-K filed Feb 27, 2026 ↗
Uncertainty about the effect of the TAE Merger on employees and customers may have an adverse effect on TMTG. These uncertainties may impair TMTG’s ability to attract, retain and motivate key personnel until the TAE Merger is completed, and could cause customers and others that deal with TMTG to seek to change existing business relationships with TMTG. Subject to certain exceptions, TMTG has agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions, including actions that may adversely affect its ability to consummate the transactions contemplated by the TAE Merger Agreement on a timely basis, without the consent of TAE. Subject to certain exceptions, TAE has agreed to refrain from taking certain actions, including actions that may adversely affect its ability to consummate the transactions contemplated by the TAE Merger Agreement on a timely basis, without the consent of TMTG. These restrictions may prevent TMTG from pursuing attractive business opportunities that may arise prior to the completion of the TAE Merger.
Read in the 10-K filed Feb 27, 2026 ↗
•our business is labor intensive and we may experience increases in labor costs, our ability to attract and retain key leadership talent or employees, or union organizing activities;
Read in the 10-K filed Feb 11, 2026 ↗
•reduced employee morale, hiring and retention issues, and the loss of key personnel due to changes in compensation, management, reporting relationships, corporate culture, and strategy following an acquisition or disposition;
Read in the 10-K filed Feb 19, 2026 ↗
As part of our strategy, we pursue strategic transactions, including but not limited to acquisitions, joint ventures, and investments. Acquisitions and investments may involve significant cash expenditures, debt incurrences, equity issuances, operating losses and expenses, in addition to integration challenges whether foreseen or unforeseen, which may be dilutive to earnings and unfavorably impact cash flow. Acquisitions also involve numerous other risks, including: the diversion of management attention to integration matters; difficulties in integrating operations and systems; challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures; difficulties in assimilating employees and in attracting and retaining key personnel; challenges in keeping existing customers and obtaining new customers; difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects; contingent liabilities (including contingent tax liabilities and earn-out obligations) that are larger than expected; and potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with acquired companies. Financial success of a strategic transaction requires balancing both short- and long-term inputs driven by internal and external factors difficult to fully identify prior to transaction consummation. Transactional challenges post-closing could materially and adversely impact our business, financial condition and results of operations.
Read in the 10-K filed Feb 26, 2026 ↗
The departure of key management personnel and the failure to attract and retain talent could adversely affect our operations.
Read in the 10-K filed Feb 18, 2026 ↗
53 more companies
effectively; retain customers, counterparties, and key personnel; achieve expected cost synergies or revenue opportunities;
Read in the 10-K filed Mar 11, 2026 ↗
unionized, we may be subject to actual or threatened strikes, work interruptions or stoppages, which could materially and adversely affect our business, financial condition, cash flows, and results of operations.
Read in the 10-K filed Jul 20, 2026 ↗
As a result of the Comerica Merger, existing customers, suppliers and other business partners of Fifth Third and of Comerica could decide to no longer do business with Fifth Third, reducing its anticipated benefits. Employee attrition could delay or disrupt the integration process. A loss of key personnel or material erosion of employee morale could have a materially adverse effect on Fifth Third’s ability to meet customer expectations, thereby adversely affecting business and results of operations. The failure to retain members of Fifth Third’s management team and other key personnel could also impair its ability to execute its strategy and implement operational initiatives, thereby having a material adverse effect on its financial condition and results of operation. It is possible that the integration process could result in the disruption of Fifth Third’s ongoing businesses or cause inconsistencies in standards, controls, procedures and policies that adversely affect the ability of Fifth Third to maintain relationships with customers and employees or to achieve anticipated benefits of the Comerica Merger.
Read in the 10-K filed Feb 24, 2026 ↗
of the business or other instability and may make it more difficult to attract and retain qualified personnel and business partners and may affect our relationships with vendors, customers and other third parties. In addition, negative publicity concerning our company, industry, brand, personnel, or operations, regardless of accuracy, could harm our reputation and adversely affect our business, financial condition, and results of operations. Media coverage can spread rapidly through digital platforms and social media, making it difficult to remediate. Negative commentary may reduce customer trust and demand for our products and services, which could negatively impact our performance.
Read in the 10-K filed May 20, 2026 ↗
We are subject to U.S. and foreign employment, labor, benefits, immigration, and related laws governing wage-and-hour requirements, worker classification, workplace safety, anti-discrimination, pay equity, collective bargaining, work authorization, and related matters, among others. These requirements vary significantly by jurisdiction and are subject to frequent change, and compliance can be costly and time-consuming. Government agencies and private plaintiffs, including through class or collective actions, regularly pursue audits, investigations, and enforcement. Adverse outcomes may include monetary penalties, back pay, damages, tax assessments, injunctive or equitable relief, operational restrictions, restrictions on staffing models, and immigration-related sanctions, any of which can be costly and disruptive to address. We have in the past been, and expect in the future to be, subject to certain of these actions, audits and investigations. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations, and reputation.
Read in the 10-K filed May 20, 2026 ↗
If we lose key personnel, if we fail to recruit additional highly skilled personnel, or if we lose the services of our Asset Manager, our ability to operate and manage our digital asset treasury strategy will be impaired.
Read in the 10-K filed Dec 11, 2025 ↗
Our ability to operate and manage our digital asset treasury strategy depends upon our ability to attract and retain highly qualified personnel, including our newly appointed Chairman, Kyle Samani, members of our executive team, or other key personnel. In addition, we rely heavily on the services of our Asset Manager for the management of our digital asset treasury and for strategic guidance relating to our business, operations, growth initiatives and industry trends in the crypto technology sector. The loss of the services of any of our executive officers, key employees, or the Asset Manager, or our inability to find suitable replacements, could result in significant disruptions to our operations and management of our digital assets.
Read in the 10-K filed Dec 11, 2025 ↗
safety requirements and to attract and retain skilled workers, and some roles—such as the installation, operation, and maintenance of
Read in the 10-K filed Jan 29, 2026 ↗
Labor disputes, collective bargaining obligations, and other labor actions could disrupt our operations and increase our costs. A
Read in the 10-K filed Jan 29, 2026 ↗
significant number of our employees are represented by labor unions under collective bargaining agreements, and many of our European
Read in the 10-K filed Jan 29, 2026 ↗
of our collective bargaining agreements, which limit our flexibility to adjust personnel costs to changes in demands for our products, may further exacerbate the risks associated with incorrectly assessing demand for our vehicles.
Read in the 10-K filed Jan 27, 2026 ↗
Deterioration of labor relations, labor availability or increases in labor costs could harm the Company’s business. The Company's ability to meet its labor needs while controlling its costs is subject to external factors such as labor laws and regulations, labor availability, unemployment levels, prevailing wage rates, benefit costs, changing demographics, immigration laws, regulations, and enforcement policies, and the Company's reputation within the labor market. If the Company is unable to attract and retain a workforce meeting its needs (including for specialized roles with significant competition for talent) or is unable to successfully execute on succession planning and continuity at all levels of the organization, including as a result of the Company's recent corporate restructuring plan, the Company's operations, strategy, and competitiveness could suffer. Any of these outcomes could adversely affect the Company's reputation, results of operations, and financial condition. In addition, a significant increase in labor costs, a reduction of available labor, or a deterioration of labor relations at any of the Company’s owned facilities or co-manufacturing facilities could result in work slowdowns or stoppages, which could adversely affect the Company's reputation, results of operations, and financial condition.
Read in the 10-K filed Dec 5, 2025 ↗
The successful integration of ResiBuilt’s operations, personnel, systems, and development pipeline into our organization is subject to execution risk. We may encounter challenges in retaining key personnel, aligning development standards and processes, managing increased operational scale, or realizing anticipated benefits from the acquisition. If we are unable to effectively integrate these operations or manage expanded development activities, our growth strategy, results of operations, and cash flows could be adversely affected.
Read in the 10-K filed Feb 19, 2026 ↗
Our ability to operate and grow our business depends on our ability to attract and retain employees with the skills
Read in the 10-K filed Feb 27, 2026 ↗
national works councils. We have collective bargaining agreements in place with U.S. and international trade
Read in the 10-K filed Feb 27, 2026 ↗
unions. In the U.S., we may not be able to successfully negotiate new collective bargaining agreements once our
Read in the 10-K filed Feb 27, 2026 ↗
such contracts on favorable terms. The mill master collective bargaining agreement and related mill joint pension
Read in the 10-K filed Feb 27, 2026 ↗
September 2027, respectively. The converting master collective bargaining agreements and related converting joint
Read in the 10-K filed Feb 27, 2026 ↗
If there is a substantial change to the terms of any collective bargaining agreements or an agreement acceptable to
Read in the 10-K filed Feb 27, 2026 ↗
disruptions as a result of labor union activity in the future. If we experience any extended interruption of operations
Read in the 10-K filed Feb 27, 2026 ↗
In addition, the successful development and deployment of AI in our business depends on our ability to timely and effectively upskill our existing workforce and attract and retain personnel with AI‑related skills and experience. Competition for AI‑native talent is intense, and if we are unable to develop or recruit the necessary capabilities, we may be unable to fully realize potential efficiency gains, innovation opportunities or competitive advantages from AI, or to respond effectively to AI‑enabled competitive, technological or regulatory developments.
Read in the 10-K filed Feb 17, 2026 ↗
Our ability to attract and retain customers, particularly in our Global Digital Solutions business, depends on our ability to offer innovative products and services, including through developing or deploying emerging technologies such as AI. Some of our products, services and processes leverage AI, including both machine learning and generative AI, and we continue to make investments in initiatives focused on the further development and deployment of these technologies. However, there is no assurance that our use or development of AI will enhance our products or services or their marketability, improve operating results, or deliver anticipated benefits, and our product development initiatives involving AI may be unsuccessful. While implementation of these technologies offers the potential for innovation and competitive differentiation, it also poses significant risks and uncertainties, especially given its early stage of commercial adoption.
Read in the 10-K filed Feb 12, 2026 ↗
harm our reputation, adversely affect our ability to attract and retain employees or clients and expose us to increased scrutiny from investors and regulatory authorities.
Read in the 10-K filed Feb 12, 2026 ↗
•difficulties in assimilating employees and in attracting and retaining key personnel;
Read in the 10-K filed Feb 24, 2026 ↗
Further, the success of the JDE Peet's Acquisition will depend in part on the retention of key employees. We may not be able to retain senior executives or key personnel. Furthermore, uncertainty about the effect of the JDE Peet's Acquisition on JDE Peet's employees may impair its ability to retain and motivate key personnel until and after the completion of the JDE Peet's Acquisition. If such key employees are not retained, we may not realize the anticipated benefits of the JDE Peet's Acquisition.
Read in the 10-K filed Feb 24, 2026 ↗
The loss of key personnel or their services, or any misconduct by key personnel, could have a material
Read in the 10-K filed Feb 27, 2026 ↗
Our Co-Founders, Co-Chief Executive Officers, employees, and other key personnel, including certain consultants and
Read in the 10-K filed Feb 27, 2026 ↗
products. As a result, the loss of key personnel could jeopardize our relationships with these individuals and entities, result in
Read in the 10-K filed Feb 27, 2026 ↗
If we cannot retain and motivate our employees and other key personnel or recruit, retain and motivate new employees
Read in the 10-K filed Feb 27, 2026 ↗
and other key personnel, our business may be materially and adversely affected. Our ability to recruit, retain and motivate
Read in the 10-K filed Feb 27, 2026 ↗
our employees and other key personnel is dependent on our ability to offer highly attractive incentive opportunities, benefits,
Read in the 10-K filed Feb 27, 2026 ↗
employees and other key personnel, we may be required to pay them a higher amount of non-carry cash compensation to
Read in the 10-K filed Feb 27, 2026 ↗
impact our ability to successfully identify, hire, and promote employees and other key personnel and may necessitate changes
Read in the 10-K filed Feb 27, 2026 ↗
personnel. Misconduct by our employees or other key personnel could impair our ability to retain and recruit employees, to
Read in the 10-K filed Feb 27, 2026 ↗
attract and retain clients and investors, and may subject us to significant legal liability, regulatory scrutiny, and reputational
Read in the 10-K filed Feb 27, 2026 ↗
taxation of carried interest and our ability to recruit, retain and motivate employees and key personnel. Investments must be
Read in the 10-K filed Feb 27, 2026 ↗
employees and other key personnel, which could materially increase the amount of taxes that they would be required to pay,
Read in the 10-K filed Feb 27, 2026 ↗
•key employees might decide not to remain with the combined company after the Proposed Transaction is completed, and the loss of key personnel could adversely affect the combined company’s results of operations, financial condition, and growth prospects;
Read in the 10-K filed Feb 20, 2026 ↗
We depend on the experience and industry knowledge of our management personnel and other key employees to execute our business plans. The success of the combined company after the Proposed Transaction will depend, in part, on its ability to retain or attract key management personnel and other key employees. During the pendency or following the consummation of the Proposed Transaction, our current and prospective employees may experience uncertainty or have concerns regarding their roles within the combined company, the timing and consummation of the Proposed Transaction, or the operations of the combined company, any of which may have an adverse effect on our ability to retain or attract key management and other key personnel. If we are unable to retain personnel, including our key management, who are critical to the future operations of the combined company, we or the combined company could face disruptions in our operations, loss of existing customers, loss of key information, expertise, or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Proposed Transaction. No assurance can be given that the combined company, following the Proposed Transaction, will be able to retain or attract our key management personnel and other key employees to the same extent that we have previously been able to retain or attract our own employees.
Read in the 10-K filed Feb 20, 2026 ↗
revenue and margins, and similar disruptions may continue. Increasing patient cost-sharing and evolving value-based care models also pose collection challenges and may affect the Company’s ability to attract and retain MCOs.
Read in the 10-K filed Feb 24, 2026 ↗
We must attract and retain key employees, and any failure to do so could harm us. Our future success depends to a significant degree upon the continued contributions of our management and our ability to attract and retain highly-qualified management and technical personnel, including engineers and employees who have, or can obtain, U.S. Government security clearances, particularly clearances of top secret and above. To the extent that the demand for qualified personnel exceeds supply in certain areas, we could experience higher labor, recruiting or training costs in order to attract and retain such employees. Failure to attract and retain such personnel would damage our future prospects and could adversely affect our ability to succeed in our human capital goals and priorities, as well as negatively impact our business and operating results.
Read in the 10-K filed Feb 12, 2026 ↗
We must address changes in, and that affect, our workforce and satisfy the legal requirements associated with how we manage and compensate our employees. This includes our management of employees represented by labor unions or workers’ councils, who represent approximately 56% of our 79,000 employees outside the United States
Read in the 10-K filed Feb 4, 2026 ↗
Our geographically dispersed footprint and the physically demanding nature of many roles can intensify recruiting and retention challenges, particularly in rural or less-populated areas. If we are unable to fill vacancies timely, maintain appropriate crew sizes, or retain key personnel and subject-matter experts, we may experience more frequent equipment downtime, slower maintenance or capital work, reduced operating days, and delays in customer service or project support.
Read in the 10-K filed Feb 19, 2026 ↗
the loss of key personnel and our ability to retain key employees to maintain or upgrade our business systems and maintain internal controls;
Read in the 10-K filed Feb 27, 2026 ↗
ESG reporting standards are relatively new, have not been harmonized and continue to evolve, and differing interpretations, changing frameworks and evolving regulatory expectations could make compliance more complex and result in inconsistent or revised disclosures over time. If our ESG practices, disclosures or progress do not meet evolving stakeholder or regulatory expectations, or if we fail or are perceived to fail to achieve or accurately report progress toward our goals, our reputation, ability to attract and retain employees and attractiveness as an investment or business partner could be adversely affected, and we could be subject to enforcement actions or litigation. Additionally, the increased focus on ESG matters by policymakers, regulators and investors has in some instances resulted in diverging expectations and standards, which could make it more difficult to comply with ESG-related regulations across our global business.
Read in the 10-K filed Feb 20, 2026 ↗
Certain of our employees have formed or joined labor unions, and additional unionization efforts may occur in the future. Labor unions representing a portion of our workforce have been engaged in union organizing and collective bargaining activities, including formal mediations (which, if not successful, could permit strike actions), and public demands for revised incentive structures. Such disputes could escalate rapidly and affect manufacturing output across the industry.
Read in the 10-K filed Oct 9, 2026 ↗
The trading price of our Common Stock has fluctuated widely and may continue to fluctuate due to factors largely outside our control, including: variations in operating results; changes in market interest rates, earnings estimates, or market valuations; actions by competitors; market reaction to indebtedness; changes in key personnel; stockholder actions; speculation in media or investment communities; and our ability to maintain Nasdaq listing. This volatility may affect the price at which you could sell shares, and you may not be able to sell at or above your purchase price. The stock market, and particularly digital asset and blockchain technology companies, have experienced extreme price and volume fluctuations often unrelated to operating performance. Such volatility could also subject us to securities class action litigation, resulting in substantial costs and diversion of management attention.
Read in the 10-K filed Mar 30, 2026 ↗
We maintain equity compensation plans under which we grant stock options, restricted stock units, and other equity-based awards to our directors, officers, and employees. We have previously and may also in the future assume equity compensation plans in connection with acquisitions we complete. The issuance of shares pursuant to these equity awards will dilute existing stockholders’ ownership interests and may adversely affect the market price of our Common Stock. In addition, the exercise of stock options and the vesting of restricted stock units will increase the number of shares of Common Stock outstanding, which may put downward pressure on our Common Stock price. The dilutive effect of equity compensation may also reduce our earnings per share. Furthermore, we may need to increase the number of shares available for issuance under our equity compensation plans to attract and retain talented employees, which could result in additional dilution to our stockholders.
Read in the 10-K filed Mar 30, 2026 ↗
As a public company, we incur legal, accounting, and other expenses not incurred as a private company. The Dodd-Frank Act, Sarbanes-Oxley Act, Nasdaq listing requirements, and other regulations require establishment and maintenance of effective disclosure and financial controls and corporate governance practices. We have hired additional accounting, finance, legal, and other personnel in our efforts to comply with these requirements. Management devotes substantial time to compliance, which has increased our costs and made some activities more time-consuming. Operating as a public company also makes it more difficult and expensive to obtain director and officer liability insurance, which may make it harder to attract and retain qualified board members and executive officers.
Read in the 10-K filed Mar 30, 2026 ↗
The success of our investment advisory business depends on the skills, experience, and reputation of our key investment personnel, including portfolio managers, analysts, and other investment professionals. These individuals are responsible for developing and executing our investment strategies, maintaining client relationships, and generating investment returns. The departure of one or more key investment personnel could disrupt our investment operations, result in the loss of institutional knowledge, and trigger client redemptions if clients followed our personnel because of their individual track records or relationships. Competition for qualified investment professionals is intense, and we may not be able to retain our key personnel or attract suitable replacements on favorable terms or at all. Employment agreements, non-compete provisions, and other retention mechanisms may not be enforceable or effective in preventing departures. Any significant loss of key investment personnel could adversely affect our investment performance, client retention, ability to attract new clients, and overall reputation, which could have a material adverse effect on our advisory business and results of operations.
Read in the 10-K filed Mar 30, 2026 ↗
The SEC’s Marketing Rule (Rule 206(4)-1 under the Advisers Act) imposes comprehensive requirements on registered investment adviser advertising and marketing activities, including requirements related to performance advertising, testimonials, endorsements, and third-party ratings. The Marketing Rule prohibits certain practices, such as making untrue statements of material fact, making material claims that cannot be substantiated, and presenting performance in a manner that is not fair and balanced. Compliance with the Marketing Rule requires robust policies and procedures, substantiation of claims, required disclosures, and ongoing monitoring of marketing materials. Violations of the Marketing Rule can result in SEC enforcement actions, civil penalties, and reputational damage. Additionally, the use of testimonials and endorsements, including from satisfied clients or third-party influencers, is subject to specific disclosure and oversight requirements. If we fail to comply with any applicable provision of the Marketing Rule or make misleading claims in our marketing materials, we could face regulatory sanctions, client claims, and damage to our reputation, which could adversely affect our ability to attract and retain clients.
Read in the 10-K filed Mar 30, 2026 ↗
We are highly dependent on David Bailey, our Chairman and CEO, and other members of our senior management team. The loss of any key personnel could impact our ability to maintain relationships with customers, partners, and investors, execute our business strategy, and meet business objectives. The unanticipated departure of key executives could cause uncertainty among investors and employees, leading to Common Stock price volatility or operational challenges.
Read in the 10-K filed Mar 30, 2026 ↗
Limitations on directors and officers insurance may affect our ability to attract and retain qualified executives.
Read in the 10-K filed Mar 30, 2026 ↗
Actions by activist shareholders that target our company and our business may not align with our business strategies or the best interests of all of our shareholders. Responding to activist shareholders can be costly and time-consuming, diverting the attention of our Board of Directors and management from the pursuit of our business strategies. We have incurred, and may in the future incur, significant expenses related to such matters, including legal, financial, advisory and proxy solicitation costs. Shareholder activism could also give rise to perceived uncertainties as to our future direction, make it more difficult to attract and retain qualified personnel, and cause our share price to fluctuate based on speculative market perceptions that do not reflect our underlying business fundamentals, which could adversely affect our business, financial condition, results of operations and share price.
Read in the 10-K filed Mar 2, 2026 ↗
Conversely, any failure by the Company to effectively and timely develop and implement AI technologies, or to attract and retain AI talent, could impair the Company’s ability to compete, particularly if competitors incorporate AI more quickly or more successfully to lower costs, improve customer experience, and accelerate innovation.
Read in the 10-K filed Feb 24, 2026 ↗
•negative reactions from the financial markets or from its customers (certain of whom have and may continue to diversify their distribution networks, including in response to actions by our competitors), suppliers, employees, labor unions, or other business partners; and
Read in the 10-K filed Feb 9, 2026 ↗
Uncertainties associated with the Mergers may cause a loss of management personnel and other key employees, and the Company may have difficulty attracting and motivating management personnel and other key employees. The Company is dependent on the experience and industry knowledge of its management personnel and other key employees to execute its business plans. The combined company’s success after the completion of the Mergers will depend in part upon the ability of the Company to attract and retain key management personnel and other key employees. Prior to completion of the Mergers, current and prospective employees of the Company may experience uncertainty about their roles within the combined company following the completion of the Mergers, which may have an adverse effect on the ability of the Company to attract or retain management personnel and other key employees.
Read in the 10-K filed Feb 9, 2026 ↗
We have significantly expanded our participation in what is commonly referred to as the “identity security” market. However, this market lacks a standardized definition and is subject to varying interpretations by industry analysts, customers, and competitors. This ambiguity could lead to mischaracterization of our identity security products or market positioning by industry stakeholders, resulting in unfavorable evaluations, reviews, or accreditations. Industry analyst reports and rankings can materially influence customer purchasing decisions in the security industry, and unfavorable reviews, downgrades in accreditation, or evolving definitions of the identity security category could negatively affect our reputation, competitive standing, and ability to attract and retain customers.
Read in the 10-K filed Sep 10, 2026 ↗
costs. Increases in costs not incorporated into service fees timely or fully could have a material adverse effect on our results of operations. Incorporating cost increases into service fees could also impact our ability to attract and retain customers.
Read in the 10-K filed Jul 17, 2026 ↗
productivity and availability of key personnel and other employees necessary to conduct our business; and on third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices.
Read in the 10-K filed Feb 17, 2026 ↗
impair or limit our advertising attribution and conversion capabilities. Such restrictions, in combination with evolving legal and regulatory requirements, may impede our ability to attract and retain advertisers who rely on access to such data.
Read in the 10-K filed Feb 6, 2026 ↗
The functioning of the FDA is affected by a variety of factors, such as shifting government priorities, budgets and funding levels, authorization and payment of user fees, the ability to hire and retain key personnel, as well as other statutory, regulatory, and policy changes impacting HHS, the FDA, or other HHS agencies. U.S. policy changes have recently been implemented at a rapid pace, and additional changes may occur. For example, efforts implemented or commenced in 2025 to reduce the size and budgets of U.S. government agencies, downsize the federal workforce, and restructure parts of the executive branch of the federal government have directly or indirectly impacted agencies that support research and development activities or are otherwise important to our business, including the HHS and the FDA. If legislation, administrative action, or changes in policy prevent the FDA or other regulatory authorities from conducting routine inspections, reviews, or other regulatory activities, it could significantly impact the ability of the FDA to provide feedback on our clinical programs, meet with or engage in other informal interactions with us, and review and process our regulatory submissions (including our pending regulatory submissions) in a timely manner. These developments may also reduce the FDA's capacity to engage in pre-approval or guidance meetings or meetings to negotiate labeling or post-marketing commitments. Furthermore, changes in FDA personnel and policy (such as the 2025 reductions in communication and policymaking roles) may negatively impact the transparency of agency actions, lead to modifications in FDA approval requirements, and alter the FDA's existing guidance pertinent to the development strategy for our products and product candidates. In addition, the U.S. government has shut down multiple times in the recent past and certain regulatory agencies, such as the FDA, had to furlough employees and stop some of their activities. A prolonged government shutdown or a widespread freeze on federal funding could significantly impact the ability of the FDA to timely review and process our regulatory submissions or cause other agencies that support the FDA to slow their work. Any such factors could have a material adverse effect on our business.
Read in the 10-K filed Feb 4, 2026 ↗
Our success depends, in part, on our executive officers and other key personnel. The market for qualified individuals is highly competitive, and we may not be able to attract and retain qualified personnel or candidates to replace or succeed
Read in the 10-K filed Feb 24, 2026 ↗
Our success in the data center sector depends on our ability to attract and retain qualified third-party partners and customers.
Read in the 10-K filed Mar 2, 2026 ↗
Our future success depends on our continuing ability to attract and retain highly skilled personnel. Competition for employees is intense. We may not be able to retain our current key employees or attract, train, and retain other highly skilled personnel in the future. Competition for qualified employees in the technology industry has historically been high. Our future success also depends in large part on the continued service of Joseph Lubin, our Chairman of the Board of Directors, Joseph Chalom as Chief Executive Officer of the Company, and Robert DeLucia, Chief Financial Officer of the Company. If we lose the services of Messrs. Lubin, Chalom or DeLucia, or if we are unable to attract, train and retain the highly skilled personnel we need, our business, operating results and financial condition could be materially adversely impacted.
Read in the 10-K filed Mar 9, 2026 ↗
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.
Read in the 10-K filed Aug 17, 2026 ↗
Our continued success also depends on our ability to attract and retain a high-quality workforce that reflects the consumers and communities we serve in a competitive environment for talent and to implement our human capital
Read in the 10-K filed Apr 22, 2026 ↗
The expenses incurred by public companies for reporting and corporate governance compliance have been increasing and can decrease our net income or increase our net loss and may require us to reduce costs in other areas of our business or increase the prices of our products. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and operating results. These requirements increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, we expect that the rules and regulations applicable to us as a public company may make it increasingly more difficult and more expensive for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage as a private company. These laws and regulations can make it more difficult for us to attract and retain qualified persons to serve on the Board and committees of the Board, or as executive officers.
Read in the 10-K filed Feb 27, 2026 ↗
The Company may be unaware of intellectual property rights of others that may cover some of its technology, brands, or products. Any dispute or litigation regarding patents or other intellectual property could be costly and time-consuming and could divert the attention of the Company’s management and key personnel from its business operations. Allegations of intellectual property infringement may also require the Company to enter into costly license agreements or necessitate redesigns of its products at substantial cost. The Company also may be subject to significant damages or injunctions against development and sale of certain products.
Read in the 10-K filed Feb 24, 2026 ↗
We have expended, and continue to expend, significant management time and resources in an effort to complete the Mergers, which may have a negative impact on our ongoing business and operations. Uncertainty regarding the outcome of the Mergers and our future could disrupt our business relationships with our existing and potential customers, distributors, service providers and other business partners, who may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than Qorvo. Uncertainty regarding the outcome of the Mergers could also adversely affect our ability to recruit and retain key personnel and other employees. The pendency of the Mergers may also result in negative publicity and a negative impression of us in the financial markets, and may lead to litigation against us and our directors and officers. Even if the lawsuits are without merit, defending against or otherwise resolving these claims can result in substantial costs and divert management time and resources. Such litigation would be distracting to management and, may, in the future, require us to incur significant costs. Such litigation could result in the Mergers being delayed and/or enjoined by a court of competent jurisdiction, which could prevent the Mergers from being completed. The occurrence of any of these events individually or in combination could have a material and adverse effect on our business, results of operations, and financial condition.
Read in the 10-K filed Nov 7, 2025 ↗
Competitive dynamics in the consumer credit and payments industry may adversely impact our ability to attract and retain customers, and the utilization of our products.
Read in the 10-K filed Feb 6, 2026 ↗
Uncertainty about the effect of the Transactions on employees, commercial partners, clients, customers, suppliers and vendors may have an adverse effect on our and/or Jetro Restaurant Depot’s ongoing business operations and, consequently, have an adverse impact on the business operations of Sysco Holdings. Parties with whom we or Jetro Restaurant Depot have business relationships may be uncertain as to the future of such relationships or seek to alter their present business relationships. Parties with whom we and Jetro Restaurant Depot otherwise may have sought to establish business relationships may seek alternative relationships with third parties. These uncertainties may impair our or Jetro Restaurant Depot’s ability to retain and motivate key personnel and could cause customers, suppliers and others that deal with us or Jetro Restaurant Depot to defer or decline entering into contracts with us or Jetro Restaurant Depot. While the Transactions are pending, the uncertainties could
Read in the 10-K filed Aug 21, 2026 ↗
In January 2026, the President issued an executive order that imposes obligations on U.S. defense contractors, including immediately prohibiting any “major defense contractor” from conducting future stock buybacks or issuing dividends at the expense of accelerated procurement and increased production capacity. The executive order also orders a historical review of defense contractor performance and directs the Secretary of War to develop and implement additional provisions related to prohibition of stock buybacks and corporate distributions, prohibition on the use of certain metrics in determining executive compensation and authorizing the U.S. Government to cap executive base salaries. At this time, it is unclear the extent to which the executive order will apply to us and significant uncertainties exist as to how the executive order will be implemented and interpreted. Depending on its implementation and application to us, the executive order could have a material adverse impact on our ability to make stock repurchases or issue dividends and continue to attract and retain executive talent.
Read in the 10-K filed Feb 20, 2026 ↗
Changes in any of these areas could increase our compliance burden, raise our operating costs, or require us to alter our business practices. Violations of these diverse regulatory systems could result in financial penalties or operational disruptions and could harm our brand, our international expansion efforts, our ability to attract and retain employees, and our business, financial condition and results of operations.
Read in the 10-K filed Feb 25, 2026 ↗
cyberattacks. Any actual or perceived failure to maintain the performance, reliability, security, and availability of our products, offerings, and technical infrastructure to the satisfaction of platform users, shareholders and certain regulators would likely harm our reputation and result in loss of revenue from the adverse impact to our reputation and brand, disruption to our business, decreased ability to attract and retain Drivers, consumers, merchants, Shippers, and Carriers, and subject us to regulatory scrutiny or legal liability.
Read in the 10-K filed Feb 13, 2026 ↗
Although none of our associates are currently covered under collective bargaining agreements, we cannot guarantee that our associates will not elect to be represented by labor unions in the future. If some or all of our workforce were to become unionized and collectively bargained terms were significantly different from our current compensation arrangements or work practice, it could have a material adverse effect on our business, financial condition, and results of operations.
Read in the 10-K filed Mar 26, 2026 ↗
We offer most of our beauty products for sale through our Ulta.com website and through our mobile applications. As a result, we encounter risks and difficulties frequently experienced by internet-based businesses, including risks related to our ability to attract and retain guests on a cost-effective basis and our ability to operate, support, expand, and develop our internet operations, website, mobile applications and software, and other related operational systems. Although we
Read in the 10-K filed Mar 26, 2026 ↗
Harm to our reputation could adversely impact our ability to attract and retain guests, associates, vendors, and/or other partners.
Read in the 10-K filed Mar 26, 2026 ↗
Negative publicity or perceptions involving us or our brands, products, associates, operations, vendors, spokespersons, or marketing and other partners may negatively impact our reputation and adversely affect our ability to attract and retain guests, associates, vendors, and/or other partners. Failure to detect, prevent, or mitigate issues that might give rise to reputational risk or failure to adequately address negative publicity or perceptions could adversely impact our business, results of operations, and financial condition. Issues that might pose a reputational risk include failure of our cybersecurity measures to protect against cybersecurity incidents; product liability and product recalls; inaccurate claims regarding the sustainability or content/ingredients of the products sold in our stores, including in connection with our Conscious Beauty program; our social media activity; our handling of issues relating to corporate responsibility matters, including our responses to such matters; failure to comply with applicable laws and regulations or enforce our own policies; public stances on controversial social or political issues; concerns surrounding labor, environmental, workplace
Read in the 10-K filed Mar 26, 2026 ↗
safety, and other practices that may vary from U.S. standards in any of our foreign vendors or partners, whether directly or indirectly; and any of the other risks enumerated in these risk factors. As part of our marketing efforts, we rely on social media platforms and other digital marketing to attract and retain guests. A variety of risks are associated with our social media activity and digital marketing, including the improper disclosure of proprietary information, negative comments about or negative incidents regarding us, exposure of personally identifiable information, fraud, or out-of-date information. The inappropriate use of social media and digital marketing vehicles by us, our guests, associates, or others could increase our costs, lead to litigation, or result in negative publicity that could damage our reputation. Many social media platforms immediately publish the content, videos, and/or photographs created or uploaded by their subscribers and participants, often without filters or checks on accuracy of the content posted. Information posted on such platforms at any time may be adverse to our interests and/or inaccurate. The dissemination of negative information related to us or our brands, products, associates, operations, vendors, spokespersons, or partners could harm our business, results of operations, and financial condition, regardless of the information’s accuracy, and the harm may be immediate without affording us an opportunity for redress or correction. It may be difficult to address negative publicity across media channels, regardless of its accuracy or the reputability of its source, and this challenge could be further exacerbated by fictitious media content, such as content produced by generative AI or bad actors. Furthermore, the prevalence of news coverage, the internet, and social media may accelerate and increase the potential scope of any negative publicity we might receive and could increase the negative impact of these issues on our reputation, business, results of operations, and financial condition.
Read in the 10-K filed Mar 26, 2026 ↗
•we may experience negative reactions from the financial markets or from customers, suppliers, employees, labor unions, or other business partners; and
Read in the 10-K filed Feb 6, 2026 ↗
We must attract and retain highly qualified and trained scientists, as well as employees with experience in the
Read in the 10-K filed Feb 13, 2026 ↗
Even if the Cogentrix Transactions are completed, we may not realize the anticipated synergies and other expected benefits of the Cogentrix Transactions on the anticipated timeline or at all. The success of the Cogentrix Transactions will depend, in part, on our ability to integrate the Cogentrix assets and operations into our existing business, manage and operate the acquired facilities efficiently, retain key personnel, and effectively manage the increased scale and geographic footprint of our generation portfolio. Further, the acquired assets may be subject to operational, regulatory, environmental, market or other risks that differ from or are greater than those associated with our existing assets, including unanticipated capital expenditure requirements, potential unknown liabilities, or changes in market rules or regulatory requirements applicable to the regions in which the Cogentrix assets operate. We will be required to devote significant management attention and resources to the integration of Cogentrix Energy’s business practices and operations into our existing business.
Read in the 10-K filed Feb 27, 2026 ↗
not limited to: (i) foreign currency fluctuations and challenges with respect to the repatriation of foreign earnings and cash; (ii) treatment of international currency gains or losses under certain tests required for us to maintain our status as a REIT; (iii) impact from international trade disputes and the associated impact on our managers’, tenants’ and borrowers’ supply chain and consumer spending levels; (iv) changes in foreign political, regulatory and economic conditions; (v) challenges in staffing and labor and managing international operations, including negotiating with foreign labor unions; (vi) challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, licensing, taxes, data privacy (including U.K. GDPR), cybersecurity, employment and legal proceedings; (vii) changes in regulatory and environmental requirements, taxes, tariffs, trade wars and laws; (viii) foreign ownership restrictions with respect to operations in foreign countries; (ix) local businesses and cultural factors that differ from our usual standards and practices; (x) differences in lending practices and the willingness of domestic or foreign lenders to provide financing; (xi) regional or country-specific business cycles and political and economic instability; and (xii) failure to comply with applicable laws and regulations in the United States that affect foreign operations, such as the U.S. Foreign Corrupt Practices Act.
Read in the 10-K filed Feb 6, 2026 ↗
The largest component of the transactions we announced in 2025 is the acquisition of a real estate portfolio of seniors housing communities in the U.K. for £5.2 billion. Other properties we acquire may be located in new markets, either within or outside the U.S., where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office, hiring and retaining key personnel and unfamiliarity with local governmental oversight, regulation and permitting regimes. These risks may be exacerbated by the volume and complexity of such activity, as well as by geopolitical tension or instability, political and social conditions, inflationary pressures, interest rate fluctuations, climate and weather-related risks and supply chain disruptions.
Read in the 10-K filed Feb 12, 2026 ↗
We expect to incur significant expenses in connection with this process, and there are risks inherent with this process, including the potential diversion of management’s attention, interference with our ability to retain or attract key personnel and business partners, disruption of Pizza Hut or other businesses and exposure to litigation. It may also be disruptive to our business operations and long-term planning, which may cause concern to our current or potential investors, employees, strategic partners, vendors and other stakeholders and may have a material impact on our operating results or result in increased volatility in our stock price. Further, there can be no assurance that we will be able to realize the anticipated benefits of any transaction, if completed, or other outcome. We are taking steps to mitigate any impact to Pizza Hut's near-term results as a result of this review. In addition, we have aligned with stakeholders in the U.S. on a marketing program, modernization of certain technology and franchise agreements and a YUM contribution to marketing support. However, if we are unable to mitigate these and other risks related to this process, our business may be adversely affected.
Read in the 10-K filed Feb 20, 2026 ↗
We are converting substantial portions of our U.S. sales force from independent distributors and sales representatives to our employees in a multi-year initiative. We are also increasing product category specialization and focus across our U.S. sales force, which may lead to disruptions for our sales personnel. We may not successfully execute or manage this transformation and transition, which could materially and adversely affect our business, results of operations and financial condition. These transformative actions present significant operational, legal, financial and cultural challenges and require effective planning and execution across recruiting, onboarding, training, systems integration, compensation, compliance and management. We could experience operational disruptions, increased costs and reduced sales, and we may lose key sales personnel, including high-performing distributors, sales leaders and sales representatives, to competitors if they decline employment with us or depart following the transition. Any such departures could lead to loss of customer relationships, sales coverage gaps, diminished sales effectiveness and lower net sales. Even if we are able to retain key personnel, we expect to experience disruption to our U.S. sales force as roles, territories, product category sales coverage, compensation structures, incentive plans, reporting lines, systems and processes change, which could reduce morale, productivity and continuity in customer engagement, which could adversely affect our business, results of operations and financial condition. Additionally, competitors are attempting, and may continue to attempt, to recruit our sales personnel (whether independent or employed) and target our customer relationships during and after the transition. The magnitude and duration of these impacts are uncertain and may be exacerbated by macroeconomic conditions, competition or other factors.
Read in the 10-K filed Feb 20, 2026 ↗