Interest rates and inflation

•general economic and capital market conditions, including inflation and recession;

Read in the 10-K filed Feb 19, 2026 ↗

The U.S. government has taken executive action and proposed additional measures intended to alter the U.S. approach to international trade policy, the terms of certain existing bilateral or multi‐lateral trade agreements and trading arrangements with foreign countries. Such changes to U.S. international trade policy, and retaliatory trade measures that foreign governments have taken and may take in the future in response, including the imposition of tariffs, bans, sanctions, export or import controls, or other measures that restrict international trade, or the threat of such actions, and uncertainties about tariffs and their effects on trading relationships, may affect, and in some cases have affected, the Registrants’ ability to access the capital markets, contribute to inflation in the markets in which the Registrants operate, increase costs and cost volatility, impact availability of goods, materials and services (including those necessary for our business and capital plan), further extend lead times or otherwise negatively impact the global supply chain. While the U.S. government has announced various trade deals, many such agreements are preliminary and may be subject to change. Further, any future disagreement between the U.S. government and other countries over the implementation of trade deals or any failure to obtain required governmental approvals or otherwise reach a final agreement could result in prolonged uncertainty regarding the scope and duration of such trade actions by the U.S. government and other countries. Such announcements, rescissions of tariffs on foreign jurisdictions and other trade actions have increased uncertainty regarding the ultimate effects of the tariffs on economic conditions. In addition, related geopolitical and domestic political developments, such as existing and potential trade wars, uncertainty regarding changes in trade policy and other events beyond our control, have increased and may continue to increase levels of political and economic unpredictability globally and the volatility of global financial markets. Such developments could adversely affect our business, financial condition, results of operations and cash flows.

Read in the 10-K filed Feb 19, 2026 ↗

We have made and are planning to make significant investments to satisfy increased customer demand, including expansion of our production capacity in the United States and in other regions where we operate. These projects are highly dependent on available sources of materials, and specialized equipment, as well as labor, skilled sub-contractors and other service providers. Increasing demand, supply constraints, inflation, tariffs, trade restrictions, and other market conditions could result in shortages and higher costs. Additionally, difficulties in obtaining labor, skilled sub-contractors and other service providers or other resources could result in delays in completion of our construction projects and cost increases, including costs to operate these facilities. Our ability to increase production is also subject to regulatory approvals, environmental and operational permits, clean-room and tool availability, hiring and training of qualified personnel, implementation of highly complex manufacturing processes, and the pace of bringing equipment and processes online with the capability to manufacture high-quality products at acceptable yields.

Read in the 10-K filed Aug 14, 2026 ↗

customers may cause us to incur bad debt expense at levels higher than historically experienced. Declining economic conditions or increases in inflation may also increase our costs.

Read in the 10-K filed Nov 25, 2025 ↗

or asset prices that do not keep pace with higher energy prices, significantly higher energy prices, inflation and supply chain

Read in the 10-K filed Mar 2, 2026 ↗

rates, inflation, money supply, political issues, legislative and regulatory changes, including the imposition of new tariffs affecting our

Read in the 10-K filed Mar 2, 2026 ↗

The 2026 Credit Agreement contains restrictive covenants, including a maximum consolidated total net leverage ratio and other customary covenants that limit our and our subsidiaries’ operating and financial flexibility, subject to certain exceptions. If we fail to comply, the lenders could terminate their commitments and accelerate any outstanding borrowings, and because the facility is guaranteed by certain of our subsidiaries, they could be required to satisfy those obligations. If we incur indebtedness under the 2026 Credit Agreement, we will be subject to variable interest rate risk, because borrowings bear interest at a margin over a benchmark rate or a base rate. A substantial increase in interest rates could impair our ability to service our indebtedness. Any refinancing of our debt could be at higher interest rates and could require us to comply with more onerous covenants, which could further restrict our business operations. We also may not be able to refinance indebtedness on commercially reasonable terms, or at all.

Read in the 10-K filed Sep 29, 2026 ↗

Our quarterly results have fluctuated, and are likely to fluctuate in the future, as a result of a number of known and unknown factors, including: the factors described in this Item 1, Part 1A of this Annual Report; the cyclical nature and seasonality of our sales cycle and our customers’ businesses, especially our Commerce service offering customers; the global economic impact of geopolitical events, including ongoing conflicts and uncertainty about the interest rate environment; the timing of contract execution and term software license sales; the amount and timing of operating costs and capital expenditures related to the operations and expansion of our business; the timing of commission, bonus and other compensation payments to

Read in the 10-K filed Mar 2, 2026 ↗

Further, geopolitical tensions, armed conflicts, acts of terrorism, military actions and related sanctions or other governmental responses, including developments in the Middle East and other strategically important regions, may disrupt global trade routes, shipping channels, transportation networks, energy supplies and financial markets. Such events may contribute to volatility in fuel and energy prices, increase freight and distribution costs, adversely affect the operations of suppliers and other business partners, and exacerbate inflationary pressures and broader economic uncertainty. Disruptions affecting key maritime shipping routes, ports or other critical infrastructure could adversely affect the availability, timing and cost of materials and products used in our business and may require us or our suppliers to implement alternative sourcing, transportation or inventory strategies, which could increase costs and reduce operating efficiencies. As a result, these factors could adversely affect our revenue, operating margins, cash flows and consolidated results of operations.

Read in the 10-K filed Jul 29, 2026 ↗

The financial stability of our suppliers can also impact the continuity of our supply chain. A number of our suppliers are facing higher prices due to inflation, increased tariffs or otherwise. If one or more of our suppliers continue to encounter financial hardships, delivery setbacks, or other performance-related difficulties, we may be unable to fulfill our obligations to customers. Furthermore, if any of the raw materials critical to our manufacturing become unavailable to our suppliers, or are only accessible at significantly higher costs, including due to increased tariffs or trade restrictions, or are affected by quality problems or defects, our ability to deliver certain products on schedule or within budget could be compromised.

Read in the 10-K filed Dec 18, 2025 ↗

High interest rates can dampen overall economic activity and/or the financial condition of our customers, either or both of which can negatively affect customer demand for our equipment and our customers’ ability to repay us. High interest rates also increase the cost of carrying inventory for our dealers and the cost of financing for end customers. Interest rates in the U.S. have decreased and Brazil remained elevated in 2025. Higher rates and volatility in rates impact us in several ways, primarily affecting the demand for our products, financing spreads for the financial services operations, the value of our investments, and the financial health of our dealers. The markets for our agriculture, turf, and construction products were negatively impacted in 2025 by elevated interest rates and their effect on borrowing costs for our customers.

Read in the 10-K filed Dec 18, 2025 ↗

inflation, wages and employment, consumer debt, declines in net worth driven by market conditions, interest rates,

Read in the 10-K filed May 22, 2026 ↗

levels or inflationary pressure. Increased discounting or promotional activity by competitors may require us to

Read in the 10-K filed May 22, 2026 ↗

•macroeconomic conditions, including inflation, interest rate volatility, or global economic uncertainty,

Read in the 10-K filed May 22, 2026 ↗

availability, and cost volatility related to fuel costs, labor disputes, inflation, port congestion, or

Read in the 10-K filed May 22, 2026 ↗

We currently earn rewards from the Solana Network through operating two validator nodes. Solana’s current protocol distributes rewards to validators based on a declining inflation model. This model reduces the total amount of Solana rewards available to distribute to validators by 15% each year until it reaches a long-term rate of 1.5%. A significant reduction in validator reward yield could negatively impact our business and results of operations.

Read in the 10-K filed Mar 30, 2026 ↗

The U.S. federal income tax treatment of rewards from staking digital assets such as SOL remains uncertain and is currently the subject of debate and regulatory attention. Under current guidance by the IRS, staking rewards are generally treated as ordinary income upon receipt. However, the Company has taken a position for tax purposes that inflationary rewards (i.e., new SOL tokens minted by the Solana Protocol) are not required to be recognized as income upon receipt, but rather upon use or disposal. This conclusion is based on the view that generally the Internal Revenue Code provides that gross income from dealings in property is recognized at the time of disposition rather than at the time of acquisition. Accordingly, the Company is taking the position that it is not required to recognize income on inflationary rewards until such time that they are used or disposed. If regulation or policy changes, or the interpretation or enforcement thereof, results in adverse tax treatment of rewards from staking SOL, we could be subject to additional tax liabilities.

Read in the 10-K filed Mar 30, 2026 ↗

Collectively, these tariffs increase the cost to us of supplies and components we import, which in turn has required and will require us to implement surcharges and/or increase the price of certain of our products, among other countermeasures; can increase the cost to our customers of certain of our finished goods, which together with the surcharges and price increases noted above can adversely impact demand for our products and our competitive positioning; could adversely impact the availability to us of certain products in certain countries and disrupt our supply chains, with related impacts to our operations; and could exacerbate inflation, diminish investment and result in broader negative impacts including increased political and economic instability and capital markets dislocation that may adversely impact demand for our products. In addition, whenever we are unable to fully recover higher costs, or whenever there is a time delay between the increase in costs and our ability to recover these costs, our margins and profitability are adversely affected. The full impact of the U.S. Supreme Court’s February 2026 ruling and the administration’s response remain uncertain, the U.S. may implement additional tariffs and other measures, further retaliatory tariffs and other retaliatory actions may follow and the risks and adverse effects noted above may increase. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of the impact of these tariffs. Though the risks identified above in certain cases have already adversely impacted parts of our business, the full impact of these tariffs and other actions on the Company and on our business partners remains highly uncertain and subject to rapid change.

Read in the 10-K filed Feb 24, 2026 ↗

Our bitcoin strategy has not been tested over an extended period of time or under all market conditions. We are continually examining the risks and rewards of our strategy to acquire and hold bitcoin. This strategy has not been tested over an extended period of time or under all market conditions. For example, although we believe bitcoin, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of bitcoin declined in recent periods during which the inflation rate increased. If bitcoin prices were to decline or our bitcoin strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted.

Read in the 10-K filed Feb 27, 2026 ↗

Changes in the accounting treatment of our bitcoin holdings could have significant accounting impacts, including increasing the volatility of our results. We have adopted ASU 2023-08 as of January 1, 2025, which requires us to measure our bitcoin holdings at fair value in our statement of financial position, and to recognize gains and losses from changes in the fair value of our bitcoin in net income each reporting period. ASU 2023-08 requires us to provide certain interim and annual disclosures with respect to our bitcoin holdings. Due in particular to the volatility in the price of bitcoin, the adoption of ASU 2023-08 has materially impacted on our financial results, increased the volatility of our financial results, affected the carrying value of our bitcoin on our balance sheet, and we expect these impacts to continue. For example, we incurred an unrealized loss on digital assets of $340,602.9 for the year-ended December 31, 2025. Significant variances in gains and losses could occur in future periods. As described in greater detail under the risk factor heading “Unrealized fair value gains on our bitcoin holdings could cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022,” ASU 2023-08 could also have adverse tax consequences. These impacts could in turn have a material adverse effect on our financial results and the market price of our listed securities.

Read in the 10-K filed Feb 27, 2026 ↗

Changes to the Cronos network—whether technical, economic, or governance-related—may occur without our input and could negatively affect the value, usability, or structure of Cronos. Additionally, Cronos holdings face risks related to custody, security, and uncertain accounting or tax treatment, which could lead to financial loss or reporting challenges. As compared to more established digital assets like bitcoin, the Cronos network is governed by a more concentrated group of stakeholders. Decisions regarding tokenomics, inflation schedules, staking rewards, validator requirements, or network architecture may ultimately be made without our input or consent. Such changes could materially reduce the value, utility, or liquidity of our Cronos holdings.

Read in the 10-K filed Feb 27, 2026 ↗

Unrealized fair value gains on our bitcoin holdings could cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022.

Read in the 10-K filed Feb 27, 2026 ↗

The U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022. Unless an exemption applies, the IRA imposes a 15% corporate alternative minimum tax (“CAMT”) on a corporation with respect to an initial tax year and subsequent tax years, if the average annual adjusted financial statement income (“AFSI”) for any consecutive three-tax-year period preceding the initial tax year exceeds $1 billion.

Read in the 10-K filed Feb 27, 2026 ↗

macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations;

Read in the 10-K filed Feb 27, 2026 ↗

Our ability to make scheduled payments on and to refinance our indebtedness (whether currently existing or incurred in the future) depends, and will depend, on and is subject to our financial and operating performance, which is influenced, in part, by general economic, financial, competitive, legislative, regulatory, counterparty business, and other risks that are beyond our control, including the availability of financing in the U.S. banking and capital markets. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, or restructure or refinance our indebtedness. We cannot assure you that future borrowings will be available to us in an amount sufficient to enable us to service our indebtedness, to refinance our indebtedness, or to fund our other liquidity needs. Even if refinancing indebtedness is available, any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations. In addition, our bitcoin strategy anticipates that we may issue additional debt in future periods to finance additional purchases of bitcoin, but if we are unable to generate sufficient cash flow to service our debt and make necessary capital expenditures, we may be required to sell bitcoin. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations or our financial covenants, which could cause us to default on our debt obligations. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness.

Read in the 10-K filed Feb 27, 2026 ↗

Additionally, the Inflation Reduction Act of 2022 introduced a 1% excise tax on certain share repurchases, which has increased the costs associated with repurchasing shares of our common stock. Even if our share repurchase programs are fully implemented, they may not enhance long-term stockholder value or may not prove to be the best use of our cash. Share repurchases could have an impact on our share trading prices, increase the volatility of the price of our common stock, reduce the market liquidity for our common stock or reduce our available cash balance such that we will be required to seek financing to support our operations.

Read in the 10-K filed Feb 27, 2026 ↗

In connection with the execution of the TAE Merger Agreement, TMTG issued TAE an unsecured convertible promissory note on December 18, 2025 (the “Convertible Note”), pursuant to which TMTG has agreed to fund TAE $200 million within five business days of the date of the Convertible Note, and, upon request from TAE, up to an additional $100 million upon TMTG’s initial filing of a registration statement on Form S-4 in connection with the TAE Merger. The Convertible Note has an interest rate of 7% per annum and is due and payable upon the earlier of (i) the second anniversary of the initial funding date thereof, or (ii) the termination of the Convertible Note for any other reason prior to a maturity date.

Read in the 10-K filed Feb 27, 2026 ↗

•Managing costs with agility, including our strategies to mitigate tariffs and inflationary pressures, manage operating expenses, and reduce corporate SG&A as a percentage of sales;

Read in the 10-K filed Mar 16, 2026 ↗

In addition, our ability to offset the effects of inflation through pricing actions may be constrained by competitive dynamics and consumer demand sensitivity, and if menu pricing does not sufficiently offset rising costs or adversely affects guest traffic, our operating margins and results of operation could be adversely affected.

Read in the 10-K filed Jul 24, 2026 ↗

Risks Related to Supply Chain Disruptions, Inflation, Tariffs and Foreign Export Restrictions

Read in the 10-K filed Feb 26, 2026 ↗

Duke Energy’s operations and capital projects are exposed to supply chain disruptions, inflation, tariffs and export restrictions. These factors may increase costs, extend lead times for critical equipment and/or delay construction and maintenance activities. Rising demand for electric infrastructure and international trade developments, including potential export controls on certain rare earth materials and technologies used in electric utility infrastructure, may further constrain supply availability. These risks may result in higher costs than estimated or than allowed under approved regulatory mechanisms and could impact our financial results, capital plan execution or our ability to deliver on system modernization goals.

Read in the 10-K filed Feb 26, 2026 ↗

Duke Energy’s long-term strategy requires extensive capital investment in generation and transmission facilities. The construction of such projects involve a number of risks, including construction delays, delays in or failure to receive required regulatory approvals and/or siting or environmental permits, nonperformance by equipment and other third-party suppliers, and increases in equipment and labor costs beyond expectations. Uncertainty in long-term customer usage patterns or lower than anticipated load growth could impact the nature, timing or magnitude of the Company’s investments, and consequently, the achievement of the Company’s growth objectives. Additionally, to support expected demand growth, Duke Energy Registrants will have compounding risks due to the simultaneous development and construction of multiple facilities. Completion of these types of large projects is subject to substantial delay or cost overrun risks that have, or may occur again, in the future, including those related to labor costs, availability of materials, productivity of workforce/equipment; as well as supply chain issues including, quality, availability, disruptions and potential tariff impacts; weather related delays; start up issues; public and regulatory support; transmission grid interconnection issues; and potential for increased financing costs as a result of interest rates and impact of delays including loss of otherwise available tax credits and incentives. Project cancellations may result in significant cancellation penalties under the equipment purchase orders and construction contracts or impairment charges. If a construction project is completed, the total costs may be higher than estimated or deemed imprudent and may be disallowed or otherwise not recoverable through regulated rates.

Read in the 10-K filed Feb 26, 2026 ↗

We are subject to interest rate risk on our indebtedness that bears interest at a variable rate. Interest rate increases may increase our cost of borrowing and require us to change or reduce our intended or announced uses or strategies for capital deployment, including, without limitation, stock repurchases, capital expenditures, planned expansions or other strategic initiatives.

Read in the 10-K filed Feb 11, 2026 ↗

Our business model is dependent upon consumer engagement and spending, which is difficult to predict and which can vary materially due to many factors, including macroeconomic conditions (such as job losses, inflation, changes in tax liabilities, access to credit, changes in global trade and tariff policies, recessionary fears, general economic uncertainty, and changes in consumer confidence); geopolitical events and events that capture public attention (such as war, the threat of war, social or political unrest, or terrorist activity); natural and human caused disasters and the impact of climate change (such as earthquakes, hurricanes, droughts, flooding, wildfires, sea level rise, and increased energy and shipping costs); power shortages or outages; major public health issues and pandemics; seasonal and potentially non-durable buying and selling trends; general shifts in the cultural appetite for re-commerce; our promotional and marketing campaigns; and new technologies (such as live commerce and AI shopping agents). For example, we saw significant changes to consumer spending throughout 2025 as our users around the world adjusted to changing global trade policies and tariffs. In addition, over the years, we have experienced numerous non-durable spikes in demand as buyers chase the latest popular items. We rely on unique inventory from our sellers from around the globe to generate buyer interest in our platforms and any of the foregoing factors can also impact the amount of inventory sellers make available on our platforms, which can materially and negatively impact buyer spending.

Read in the 10-K filed Feb 19, 2026 ↗

We remain in a period of economic uncertainty in the U.S. and the international markets in which we operate, including uncertainty regarding expectations for inflation and interest rates. Our current planning for 2026 assumes that U.S. economic activity, as measured by GDP, will grow at a rate consistent with 2025, and that economic activity in the international markets in which we operate will grow at levels below those experienced in 2025. The direction of global economies, inflation and interest rates has an impact on the demand for our services.

Read in the 10-K filed Feb 19, 2026 ↗

We purchase prospective reinsurance for our insurance and reinsurance operations in order to mitigate the volatility of losses on our financial results. From time to time, market conditions have limited, and in some cases have prevented, insurers and reinsurers from obtaining the types and amounts of reinsurance that they consider adequate for their business needs. There is no guarantee that our desired amounts of reinsurance or retrocessional reinsurance will be available in the marketplace in the future. In the current environment, our ability to renew our current reinsurance or retrocessional reinsurance arrangements or obtain desired amounts of new or replacement coverage on favorable terms may be substantially reduced as a result of the impact of inflation, industry catastrophic losses to reinsurer capital and the appetite for certain lines of business. In addition to capacity risk, the remaining capacity may not be on terms we deem appropriate or acceptable or with companies with whom we want to do business.

Read in the 10-K filed Feb 26, 2026 ↗

The global economic environment continues to be impacted by fiscal or monetary policies; uncertainty concerning the future path of interest rates; the effect of social, economic and political conditions and geopolitical events, supply chain disruptions; the implementation of tariffs and other protectionist trade policies; and the possibility of a recession, government shutdowns, debt ceilings and funding. Ongoing global economic uncertainties and evolving market conditions may affect our results of operations, financial condition and capital resources.

Read in the 10-K filed Feb 26, 2026 ↗

Customer affordability concerns, driven by volatility in energy supply costs, evolving public policy mandates and inflationary pressures, may limit our ability to recover costs or fund infrastructure upgrades. Regulators may respond by imposing stricter cost recovery standards, delaying or denying rate increases or cost recovery or requiring alternative funding mechanisms increasing financial uncertainty. Heightened political and public scrutiny of rate-setting processes may also lead to additional compliance obligations or reputational risk. These factors could adversely affect our financial position, results of operations and cash flows.

Read in the 10-K filed Feb 17, 2026 ↗

We also depend on third-party suppliers for power and natural gas. Factors such as inflation, tariffs, geopolitical conflicts, rising energy demand, supply costs, and public policy charges contribute to high customer bills in New England. In extreme cases, ISO-NE may require load shed if regional power capacity is insufficient. High customer bills or failure to meet energy needs could reduce customer satisfaction adversely affecting our business, reputation, financial position, results of operations, and cash flows.

Read in the 10-K filed Feb 17, 2026 ↗

•changes in the cost of these purchases due to inflation, exchange rate fluctuations, taxes, tariffs, commodity market volatility, or other factors that affect our suppliers;

Read in the 10-K filed Feb 26, 2026 ↗

Our global business is sensitive to macroeconomic conditions. Macroeconomic downturns may have an adverse effect on our business, results of operations and financial condition, as well as our distributors, customers and suppliers, and on activity in many of the industries and markets we serve. Among the economic factors that may have such an effect are disruptions in financial markets; adverse changes in the availability and cost of capital; economic downturns; military conflicts; wars; terrorism; pandemics, epidemics and public health emergencies; political changes and trends; tariffs and retaliatory counter measures; monetary policies; interest rates; inflation and deflation; recessions; commodity prices; currency volatility or exchange control; and ability to expatriate earnings.

Read in the 10-K filed Feb 26, 2026 ↗

Entergy and its subsidiaries have in the past, and may in the future, enter into financial arrangements that are subject to variable interest rates and transactions to hedge variable interest rate risk associated with such financing arrangements, such as interest rate swaps, caps or collars. Entergy’s and its subsidiaries’ use of such hedging strategies may not be effective and may adversely affect their business, results of operations, or financial position. Furthermore, no hedging strategy can completely mitigate exposure to variable interest rate risk, and such strategies may limit Entergy’s and its subsidiaries’ ability to participate in the benefits of lower interest rates. Entergy cannot predict the outcome or effectiveness of such hedging strategies to mitigate this risk.

Read in the 10-K filed Feb 19, 2026 ↗

•Fluctuations in interest rates, and rapidly changing interest rate environments could reduce expected revenues

Read in the 10-K filed Mar 11, 2026 ↗

diminished credit availability, bank collapses, rising interest and inflation rates, declines in consumer confidence, declines

Read in the 10-K filed Mar 11, 2026 ↗

interest rate movements, and funding conditions could reduce the value of acquired assets, among other adverse impacts,

Read in the 10-K filed Mar 11, 2026 ↗

Fluctuations in interest rates, and rapidly changing interest rate environments could reduce expected revenues and

Read in the 10-K filed Mar 11, 2026 ↗

ability for digital asset-related businesses to grow and offer certain products. Changes in interest rates could reduce or

Read in the 10-K filed Mar 11, 2026 ↗

eliminate our ability to offer products that are indirectly reliant on such interest rates. The payout of any potential

Read in the 10-K filed Mar 11, 2026 ↗

resources are indirectly reliant upon existing interest rates paid to the stablecoin issuer on the underlying reserve assets.

Read in the 10-K filed Mar 11, 2026 ↗

Should any fluctuation or change in the prevailing interest rates happen, these reward programs may be negatively affected

Read in the 10-K filed Mar 11, 2026 ↗

Our business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. The recent uncertainty over such policies has caused substantial volatility in commodity, capital and financial markets, increased concerns over domestic and global inflation and adversely impacted consumer confidence in the U.S. and worldwide.

Read in the 10-K filed Feb 25, 2026 ↗

Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation and diminished expectations for the economy, and ultimately reduced demand for oil and natural gas. Such conditions could have a material adverse impact on our business, results of operations and cash flows. Also, disruptions and volatility in the financial markets may lead to adverse changes in the availability, terms and cost of capital. Such adverse changes could increase our costs of capital and limit our access to external financing sources to fund acquisitions, repurchases of securities or other capital requirements.

Read in the 10-K filed Feb 25, 2026 ↗

The provisions of the U.S. Inflation Reduction Act of 2022 (the Act), which became applicable to us on January 1, 2023, include, among other provisions, a new Corporate Alternative Minimum Tax (CAMT) of 15% on the adjusted

Read in the 10-K filed Feb 13, 2026 ↗

JCP&L had approximately $1.8 billion of goodwill on our balance sheet as of December 31, 2025. Goodwill is tested for impairment annually, as of July 31, or whenever events or circumstances indicate impairment may have occurred. JCP&L is unable to predict the actual timing and amounts of any impairments in future years, which would depend on many factors, including interest rates, sector market performance, JCP&L’s capital structure, results of future rate proceedings, operating and capital expenditure requirements, the value of comparable acquisitions, environmental regulations and other factors. The recognition of impairments of goodwill, which may result in write-offs of such impaired amount, could have an adverse effect on JCP&L’s results of operations.

Read in the 10-K filed Feb 18, 2026 ↗

Demand for our cloud and power infrastructure solutions also depends on our customers and third-party data center operators securing sufficient and reliable electrical power and water at acceptable costs and within required timelines. The development and expansion of data center capacity is power-intensive and requires significant water resources for cooling, and both power and water availability have become critical factors in determining deployment speed and location for our customers. Limitations on power generation, transmission, and distribution capacity, utility interconnection lead times, planned and unplanned outages, curtailments, and volatility in energy markets can delay the energization of customer facilities, restrict available capacity, increase operating costs, and materially affect project economics and our customers’ ability to deploy our products. Similarly, water scarcity, drought conditions, competing demands for water resources, and regulatory restrictions on water use may constrain data center cooling capacity, limit site selection, increase operating costs, or delay project timelines. In several markets, regulators and local authorities have imposed or are considering restrictions on data center power and water consumption, requirements for operators to fund grid upgrades, and other conditions that may delay or increase the cost of power and water procurement. Public utility capacity constraints, broader grid reliability events, and inflationary or geopolitical pressures on energy prices may further increase volatility and uncertainty for our customers.

Read in the 10-K filed May 20, 2026 ↗

In addition, capital market conditions may indirectly affect our Cloud and Power Infrastructure businesses by constraining our customers’ ability to fund infrastructure investments. The development and expansion of data center capacity, including site acquisition, power procurement, and infrastructure buildouts, are capital intensive and often depend on our customers’ access to debt and equity markets. Higher interest rates, tighter credit conditions, reduced investor appetite for digital infrastructure investment, or broader concerns regarding economic conditions and financial market volatility may lead our data center customers to delay, scale back, or reprioritize projects, renegotiate commercial terms, or reduce order volumes. Any sustained reduction in customer capital spending on data center infrastructure could reduce our order flow, slow program ramps, and adversely affect our business, results of operations, and growth prospects.

Read in the 10-K filed May 20, 2026 ↗

Our business relies on the availability of financing. The capital markets have in the past experienced and may continue to experience extreme volatility or disruptions that may lead to uncertainty and liquidity issues for both borrowers and investors. Any decline in our credit rating may make it more expensive for us to raise additional capital in the future on terms that are acceptable to us, if at all, negatively impact the price of our ordinary shares, increase our interest payments under some of our existing debt agreements, and have other negative implications on our business. A variety of factors beyond our control could impact the availability or cost of capital, such as domestic or international economic conditions, geopolitical uncertainty, tariffs or trade restrictions, increases in key benchmark interest rates and credit spreads, changes in banking or capital market laws or regulations, and volatility in capital and financial markets. We are also exposed to interest rate risk on our variable rate debt, invested cash balances, and factoring activities.

Read in the 10-K filed May 20, 2026 ↗

Our operations are working capital intensive, and inventories, accounts receivable, and accounts payable are significant components of our net asset base. Key factors impacting our working capital include our ability to adequately manage materials purchasing and payment policies, fluctuations in collections of receivables, timing of capital expenditures and debt service obligations, and our ability to optimize terms and conditions with suppliers. Our Cloud and Power Infrastructure businesses may require elevated working capital commitments, including customer-specific materials, specialized test equipment, and inventory for customer programs with longer lead times, which can increase our exposure to demand variability and project delays. Our ability to fund growth depends on internally generated cash and access to debt and other financing on acceptable terms. Market disruptions, interest rate volatility, bank sector instability, or adverse credit conditions could increase borrowing costs, limit available capital, or delay funding, constraining project delivery and capacity expansion. High fixed and semi-fixed costs in our manufacturing operations can magnify the impact of utilization variability on earnings and cash flows. If we fail to manage our working capital effectively, our business, financial condition, results of operations, and liquidity could be materially adversely affected.

Read in the 10-K filed May 20, 2026 ↗

Because we operate in the Americas, Asia, and Europe, we are subject to economic, political, regulatory, and social risks in the countries in which we operate, including currency fluctuations and exchange controls; labor unrest, labor shortages, and rising labor costs; longer payment cycles; inflationary pressures; changes in tax, customs, and regulatory regimes; trade restrictions and sanctions; supply chain disruptions; geopolitical instability and conflict; natural disasters; epidemics and pandemics; expropriation of private enterprises; and limitations on infrastructure, including power, water, transportation, and availability of raw materials and components.

Read in the 10-K filed May 20, 2026 ↗

environment and have experienced, and may continue to experience, shortages of materials and skilled labor, inflationary pressures,

Read in the 10-K filed Jan 29, 2026 ↗

engineering information, products, or materials; inaccurate estimates based on historical data under current conditions (e.g., inflation, labor

Read in the 10-K filed Jan 29, 2026 ↗

certain countries. Changes to tariffs, import/export controls, trade barriers, inflation, sanctions, licensing and authorization requirements,

Read in the 10-K filed Jan 29, 2026 ↗

•The current U.S. Presidential administration has indicated that it plans to pursue additional policies aimed at lowering prescription drug costs. The administration has issued multiple executive orders and statements that illustrate the intent to require pharmaceutical manufacturers to offer U.S. prices based on most favored-nation (“MFN”) lowest prices and that direct specified agency heads to take certain actions if significant progress towards such MFN prices is not achieved. In July 2025, the President sent letters to Gilead and other pharmaceutical manufacturers outlining the steps the President believes pharmaceutical manufacturers must take to bring down the prices of prescription drugs in the U.S. to match the MFN price offered in other developed nations. The administration has announced agreements with certain manufacturers, including Gilead, around these issues and has stated that it has paused the implementation of tariffs on pharmaceuticals to allow for negotiation of agreements with additional manufacturers. In December 2025, Gilead reached an agreement with the administration to (1) pause the imposition of Section 232 tariffs on Gilead for three years, (2) implement MFN prices in Medicaid for select existing and future launched products, (3) set a new direct-to-patient price for Epclusa and (4) return a portion of increased international revenues to the U.S. if the U.S. government is successful in increasing drug prices abroad. In addition, the administration announced several demonstration projects that would implement MFN pricing for certain Medicare Part B and Part D drugs through manufacturer inflation rebates based on utilization. The administration also recently called on Congress to enact legislation codifying the administration’s MFN deals, which are in part being effectuated under the GENErating cost Reductions fOr U.S. Medicaid (GENEROUS) Model. The specifics of these proposals and policies are evolving, and as a result, there is uncertainty as to how these and other potential legal and regulatory changes may impact our business.

Read in the 10-K filed Feb 24, 2026 ↗

We are undertaking significant multi‑year capital investments to expand our U.S. manufacturing capabilities and accelerate R&D, including our initiative to invest $32 billion in the U.S. through 2030. These investments are subject to numerous risks, including construction and commissioning delays, cost inflation, supply chain constraints, contractor performance, permitting and zoning challenges and the availability of skilled labor, and we may not complete our announced investments on a timely basis or at all. New or expanded facilities must meet cGMP and other regulatory requirements, are subject to FDA and other inspections, process validation and qualification, and their construction depends on third-party suppliers and partners whose performance we do not control. Any failure, delay, observation or remediation requirement could defer or limit production, increase costs or result in enforcement actions or other liabilities. We may not realize anticipated economic, employment, productivity, scale or innovation benefits, anticipated cost savings or future growth, and our reputation may be damaged, if these projects are delayed or unable to be completed in a cost-effective manner. This could also lead to underutilized assets, inventory write‑offs or asset impairments. Changes in laws or policies, including drug pricing reform, tax credits and incentives, environmental, health and safety standards, or tariff, trade and sourcing rules, could reduce expected returns on our investments or increase investment or operating costs. In addition, these initiatives require significant attention from management, capital expenditures and ongoing operating expenses and may increase variability in our margins and cash flows. Any of the foregoing could materially adversely affect our business, financial condition, results of operations, cash flows and reputation.

Read in the 10-K filed Feb 24, 2026 ↗

credit ratings, interest rates, the stability of financial institutions with which we partner, and the liquidity of the overall global capital

Read in the 10-K filed Jul 1, 2026 ↗

Volatility in the securities markets, interest rates, and other factors could substantially increase our defined benefit pension,

Read in the 10-K filed Jul 1, 2026 ↗

for commodities, raw materials, energy, and other inputs. These inflationary pressures could, in turn, negatively impact our profitability because we may not be able to pass all of those costs on to our customers or require our suppliers to absorb such costs.

Read in the 10-K filed Jan 27, 2026 ↗

A significant portion of revenue in our collectibles product category is generated from the sale of trading cards, including Pokemon trading cards. The market for these collectibles is in turn affected by the popularity and market value of various trading card releases. The popularity of various trading card releases can vary due to a number of factors, most of which are outside our control, including perceived scarcity or lack of scarcity, changes in consumer confidence and trends and their impact on disposable income, trading card prices, interest rates and other general economic conditions. A decline in the popularity of these products could have a material and adverse impact on our operating income.

Read in the 10-K filed Mar 24, 2026 ↗

Additionally, in the first half of 2025, the United States imposed increased tariffs on foreign imports into the United States, including an additional 20% tariff on all product imports from China, an additional 25% tariff on all product imports from Mexico and Canada, as well as additional proposed tariffs on other countries. The tariff policy environment has been and is expected to continue to be dynamic, and we cannot predict what additional actions may ultimately be taken by the United States or other governments with respect to tariffs or trade relations, including retaliatory trade measures taken by other countries in response to existing or future United States tariffs or other measures. While we have taken steps to mitigate the impact of tariffs on our businesses, including through price increases and supply chain enhancements, tariffs and related inflationary pressures have impacted our SG&A expenses and gross margins. If these pressures continue or worsen, we may be required to take additional steps to mitigate the impact on our business, which could adversely affect our business and financial results.

Read in the 10-K filed Feb 20, 2026 ↗

At December 31, 2025, 60% of our loan portfolio was comprised of loans in our commercial loan portfolio, which includes commercial and industrial loans, commercial real estate loans, and lease financing. While commercial loans are generally more interest rate sensitive and carry higher yields than residential mortgage loans, these types of loans generally expose a lender to greater risk of non-payment and loss than single-family residential mortgage loans because repayment of the loans often depend on the income stream of the borrowers or successful operation of the property. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to single-family residential mortgage loans. At December 31, 2025, we had $1.7 billion of reserves specifically allocated to loans in our commercial loan portfolio. We also monitor loan concentrations on an individual relationship and industry wide basis to evaluate the amount of risk we have in our loan portfolio.

Read in the 10-K filed Feb 13, 2026 ↗

We conduct most of our business with the U.S. Government, primarily the Department. Substantially all of our revenues in 2025 was derived from products and services sold to the U.S. Government. We expect this to continue for the foreseeable future. Our U.S. Government contracts are subject to various risks. We cannot predict the impact on our existing or future contracts due to changes in the global geopolitical and economic environment, including inflationary pressures, defense spending levels and priorities, government efficiency and other budgetary priorities, customer procurement practices and processes, and other factors that may impact our customer’s short- and long-term plans and priorities or our ability to compete, capture, and perform successfully on such contracts. Any of these factors could materially adversely affect our business with the U.S. Government and our financial position, results of operations, or cash flows.

Read in the 10-K filed Feb 5, 2026 ↗

In addition, the Company and each of its businesses has been, and may continue to be, negatively affected by global macroeconomic conditions, including the impacts of inflation, high interest rates, supply chain and labor disruptions, unemployment rates, geopolitical instability and regional conflicts, the adoption and expansion of, and other changes to, trade restrictions and tariffs, quotas, embargoes, and other related actions, and the occurrence or threat of a trade war or other governmental action related to tariffs or trade agreements or policies. Such factors could adversely impact, demand for our products, our costs, our customers, our suppliers, and the world and U.S. economies. The impact of such factors could have a material adverse effect on our business, operating results, cash flows, and financial condition.

Read in the 10-K filed Feb 17, 2026 ↗

Additionally, instability in U.S. and global capital and credit markets, including market disruptions, limited liquidity and interest rate volatility, or reductions in the credit ratings assigned to us by independent rating agencies could reduce our access to capital markets, including in connection with the Separation, or increase the cost of funding our short- and long-term credit requirements. In particular, if we are unable to access capital and credit markets on terms that are acceptable to us, or at all, we may not be able to make certain investments or fully execute our business plans and strategies. If we were to raise funding through the issuance of equity securities, our shareowners would experience dilution of their existing ownership interest. If we were to raise significant additional funds by issuing debt, rating agencies could downgrade our credit ratings or put them on negative watch.

Read in the 10-K filed Feb 17, 2026 ↗

Our revenue from custodial relationships is largely dependent on assets under custody, cash balances, and the trading activity of advisory clients. Adverse market conditions, rising interest rate volatility, or shifts in client behavior may reduce trading volumes or asset levels, which could negatively impact our fee-based and spread income.

Read in the 10-K filed Feb 18, 2026 ↗

•Supply Chain Disruption. Any disruptions to our supply chain, significant increase in component costs or logistics costs, or shortages of critical components, could decrease our sales, earnings, and liquidity or otherwise adversely affect our business and result in increased costs. Disruptions could occur as a result of any number of events, including, but not limited to: an extended closure of, or any slowdown at our suppliers' plants or shipping delays; market shortages due to the surge in demand from other purchasers for critical components; increases in prices (including fuel prices and increases in prices due to inflation); the imposition of regulations, quotas, embargoes, or tariffs on components; labor stoppages; transportation delays, including due to labor strikes; third-party interference in the integrity of the products sourced through the supply chain; cyberattacks; the unavailability of raw materials; severe weather conditions and adverse effects of climate change, or natural disasters; geopolitical developments, war or terrorism; and disruptions in utilities and other services, some of which we have experienced. In addition, the development, licensing, or acquisition of new products in the future may increase the complexity of supply chain management. Failure to effectively manage the supply of components and products would adversely affect our business. Our ongoing efforts to geographically diversify and optimize the efficiency of our supply chain could cause supply disruptions and be more expensive, time-consuming, and resource-intensive than expected, and such impacts may be more pronounced as a result of increased tariffs between the U.S. and its trading partners. In this environment of heightened trade restrictions, we have experienced, and may continue to experience, cost increases from certain of our suppliers that result in price increases for some of our offerings and could subsequently limit demand for such offerings. If we are unable to pass on all or some of such cost increases to our customers, such increased prices may reduce our current margins and future margins. Furthermore, certain of our suppliers have discontinued conducting business with us or failed to perform under their contracts with us.

Read in the 10-K filed Dec 18, 2025 ↗

Macroeconomic circumstances are subject to change, resulting in delays or reversals of such policy positions and actions by governments, including by central banks around the world, which may result in a prolonged unfavorable interest rate or

Read in the 10-K filed Dec 18, 2025 ↗

Solana’s current protocol distributes rewards to validators based on a declining inflation model. This model reduces the total amount of Solana rewards available to distribute to validators by 15% each year until it reaches a long-term rate of 1.5%. A significant reduction in validator reward yield could negatively impact our business and results of operations.

Read in the 10-K filed Mar 31, 2026 ↗

Generally, global macroeconomic conditions remain uncertain, largely due to the effects of geopolitical conflicts in the Middle East, disruptions in the banking system and financial markets, high inflation, sustained high interest rates, and unpredictable trade policies, including U.S. tariffs imposed or threatened to be imposed, any retaliatory actions taken by other countries, and uncertainties regarding the ability to obtain refunds for previously paid tariffs that have subsequently been invalidated, customs regulations and other trade restrictions. Trade disputes, trade restrictions, tariffs and other geopolitical tensions between the U.S. and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns, which may also negatively impact customer demand for our products or services, delay purchases or renewals, limit expansion opportunities with customers, limit our access to capital, or otherwise negatively impact our business and operations. Ongoing tariff, trade restrictions and macroeconomic uncertainty has and may continue to contribute to volatility in the price of our Class A common stock.

Read in the 10-K filed Mar 31, 2026 ↗

supply chain and logistical issues, including tariff and inflationary pressures and a lack of availability, increased prices, delays in obtaining building supplies, raw materials, and equipment for data centers, and/or failure of our infrastructure and equipment suppliers to deliver infrastructure and equipment on time and in accordance with agreed upon specifications;

Read in the 10-K filed Feb 25, 2026 ↗

Such financing may be secured by certain assets or cash flows, involve certain step-in, cure rights, or other remedies, impose certain financial maintenance covenants, operating covenants, or other limitations, or require certain guarantees or other credit enhancements, which may increase our overall risk exposure. Furthermore, we may be unable to secure such financing in a timely manner, in sufficient quantities, or on terms acceptable to us, if at all. Market conditions, including interest rate increases, declining equity valuations, volatility in credit markets, or tightening lending standards, as well as other external events, including impacts on the market’s perception of data center operators and their tenants, including hyperscalers and neoclouds, may further limit our ability to raise capital on favorable terms. In addition, debt financings, whether at the corporate level or the project level, may bear interest at floating rates, which could increase our interest expense in rising interest rate environments, even if a portion of such exposure is hedged.

Read in the 10-K filed Feb 25, 2026 ↗

On December 22, 2025, Howmet entered into a purchase agreement with Stanley Black & Decker, pursuant to which the Company has agreed to purchase CAM for a cash purchase price of approximately $1.8 billion, subject to customary adjustments. Completion of the Proposed CAM Acquisition is subject to a number of conditions set forth in the purchase agreement, some of which are beyond the Company’s control. These conditions may impact the ability of the Company to complete the Proposed CAM Acquisition on the expected terms and within the anticipated closing time period or at all because required regulatory approval or other conditions to closing are not received or satisfied on a timely basis or at all. In addition, the occurrence of certain events, changes or other circumstances could give rise to the termination of the purchase agreement and prevent the completion of the Proposed CAM Acquisition. Howmet may not realize the expected benefits of the Proposed CAM Acquisition, including the anticipated synergies and favorable tax treatment of the proposed transaction and the anticipated broader offering of fastening solutions within the anticipated time frame, or at all. Howmet intends to finance the Proposed CAM Acquisition through utilizing a variety of financing sources, which may include borrowing under its commercial paper program or debt facilities, the issuance of debt securities and cash on hand. For more information, see “Liquidity and Capital Resources—Planned Financing for the Proposed CAM Acquisition” in Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations). However, no assurance can be given that Howmet will obtain the intended financing for the Proposed CAM Acquisition on commercially reasonable terms or terms acceptable to us, and the Company may be required to finance a portion of the purchase price of the Proposed CAM Acquisition at interest rates higher than currently expected. Any failure to complete the Proposed CAM Acquisition on the anticipated time frame or at all, and any limitations on Howmet’s ability to obtain financing and related reductions in the Company’s liquidity or increases in the Company’s borrowing costs may adversely affect Howmet’s business, financial condition, or results of operations.

Read in the 10-K filed Feb 12, 2026 ↗

macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions and fiat currency devaluations;

Read in the 10-K filed Mar 30, 2026 ↗

Unrealized fair value gains on our HYPE holdings could cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act.

Read in the 10-K filed Mar 30, 2026 ↗

The United States enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022. Unless an exemption applies, the IRA imposes a 15% corporate alternative minimum tax (“CAMT”) on a corporation with respect to an initial tax year and subsequent tax years, if the average annual adjusted financial statement income for any consecutive three-tax-year period preceding the initial tax year exceeds $1 billion. On September 12, 2024, the Department of Treasury and the IRS issued proposed regulations with respect to the application of the CAMT.

Read in the 10-K filed Mar 30, 2026 ↗

During 2025, macroeconomic conditions, including changes in the interest rate environment, inflation, and increased market volatility, as well as changes in government policies implemented by new political administrations in the United States and in many other non-U.S. jurisdictions abroad, alongside other geopolitical events, such as the conflicts in Ukraine and the Middle East and the events in Venezuela, and the imposition of sanctions and tariffs, contributed to continued economic and political uncertainty and volatility in global markets. Those factors resulted in a dynamic operating environment and impacted our operations and results. We expect that these impacts may continue in 2026. Moderately higher inflation levels returned in 2025, closely aligned with the imposition of tariffs. In 2025, many of the new political administrations, such as new governments in the U.S. and U.K., adopted domestic growth agendas and implemented new policies aimed at addressing escalating costs of living. Continued inflation resulted in central banks across multiple jurisdictions exercising caution in implementing interest rate reductions. For example, U.S. interest rates were held steady during the first half of the year, with only modest reductions in the second half. In 2026, if inflation and the cost of living continue to increase, central banks may continue to be hesitant to reduce interest rates, which could continue having an adverse effect on revenues for certain portions of our business.

Read in the 10-K filed Feb 5, 2026 ↗

•Increases in input costs, including raw materials, transportation, and energy, have been exacerbated by recent inflationary pressures.

Read in the 10-K filed Feb 27, 2026 ↗

Many of our products are ingredients or components in consumer products which are sold to end-users throughout the world. Demand for such consumer products depends on consumer preferences that are driven by a variety of factors, such as the increasing use of weight management pharmaceutical products, increasing health and wellness awareness, greater transparency in product labeling, and changes in global, regional or local economic conditions (such as inflation, unemployment, salaries and wage rates stagnation, low growth rates, and impacts of supply disruptions, climate events, or geopolitical developments). At the same time, increased regulatory requirements, statements or questions around certain of our products, may result in changes in customer orders or delays in developing, manufacturing or marketing of new or existing products. Moreover, given that the timing or volumes in our customers’ orders are generally at our customers’ discretion, customers may cancel, reduce or postpone orders with us on relatively short notice.

Read in the 10-K filed Feb 27, 2026 ↗

customers to seek alternative suppliers or reformulate products, resulting in long-term sales declines or loss of market share. Additionally, inflationary or deflationary trends may affect the financial health of customers and suppliers, further impacting demand and supply. These factors are beyond our control and may materially affect our business and financial condition.

Read in the 10-K filed Feb 27, 2026 ↗

conditions affecting the cost and availability of raw materials, such as inflation, decreases in available manufacturing capacity, or otherwise, would adversely affect our results of operations.

Read in the 10-K filed Feb 10, 2026 ↗

New tax laws or regulations could be enacted at any time, and existing tax laws or regulations could be interpreted, modified or applied in a manner that is adverse to us or our customers, which could adversely affect our results of operations, business and financial condition. For example, in July 2025, U.S. federal tax legislation commonly referred to as the One Big Beautiful Bill Act was enacted, which, among other things, allows domestic research and development expenditures to be expensed for tax years beginning on or after January 1, 2025, with retroactive elections for such expenditures paid or incurred in the two prior years but also increases the effective tax rate on foreign-derived deduction eligible income (formerly known as “foreign-derived intangible income”) for tax years beginning on or after January 1, 2026. As another example, in August 2022, the Inflation Reduction Act of 2022 was enacted, which, among other things, includes a new 15% alternative minimum tax on the adjusted financial statement income of certain large corporations for tax years beginning after December 31, 2022.

Read in the 10-K filed Feb 10, 2026 ↗

Although the ResiBuilt acquisition includes options to acquire approximately 1,500 lots, no land was acquired in the transaction, and there can be no assurance that we will exercise these options on favorable terms, if at all. The availability, timing, and economics of future lot acquisitions remain subject to market conditions, entitlement risk, competition with other homebuilders and land buyers, inflation in land prices, zoning and density restrictions, and other regulatory approvals, many of which are outside of our control. If we are unable to secure suitable lots at acceptable prices, exercise lot options on favorable terms, or experience delays in land acquisition or development, the number of homes we are able to construct and lease, or the scale of our development activities, could be limited, which could adversely affect our growth, financial condition, cash flows, and results of operations.

Read in the 10-K filed Feb 19, 2026 ↗

significant fluctuations in recycled fiber prices. Taking into account ongoing inflationary conditions in domestic and

Read in the 10-K filed Feb 27, 2026 ↗

developments associated with interest rates, asset values, currency exchange rates and the availability of credit,

Read in the 10-K filed Feb 27, 2026 ↗

been characterized not only by persistent inflationary pressures, elevated interest rates, challenging labor market

Read in the 10-K filed Feb 27, 2026 ↗

to commodity inflation), adverse tax consequences or rulings, import restrictions, controls or other trade protection

Read in the 10-K filed Feb 27, 2026 ↗

Certain of our debt agreements provide for an interest rate increase in case of a credit rating downgrade. This

Read in the 10-K filed Feb 27, 2026 ↗

We are subject to interest rate risk associated with short-term cash investments, variable rate debts, supply chain

Read in the 10-K filed Feb 27, 2026 ↗

amount of approximately $2.1 billion as of December 31, 2025. Interest rates rose significantly during 2022-2024

Read in the 10-K filed Feb 27, 2026 ↗

in actual market returns on plan assets, changes in general interest rates and in the number of retirees may impact

Read in the 10-K filed Feb 27, 2026 ↗

plan assets and changes in interest rates. If benefit obligations under the qualified pensions exceed the value of

Read in the 10-K filed Feb 27, 2026 ↗

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law by the president of the United States. It includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key provisions (both U.S. and non-U.S.) of the Tax Cuts & Jobs Act of 2017, and expanding certain Inflation Reduction Act incentives while accelerating the phase-out of others. The impact of the OBBBA is currently reflected on our consolidated financial statements as of December 31, 2025 and we are continuing to assess the impact for future years.

Read in the 10-K filed Feb 17, 2026 ↗

Our operating results could be negatively impacted by global economic conditions. Our business is impacted by general economic conditions and trends in the United States and abroad, including without limitation inflation, slowing growth, rising

Read in the 10-K filed Feb 12, 2026 ↗

•the impact of inflation and high interest rates and/or construction costs, particularly on any fixed-price contract, which we may not be able to fully mitigate,

Read in the 10-K filed Nov 20, 2025 ↗

The United States has announced tariffs and reciprocal tariffs on a wide range of products manufactured or produced worldwide, including Canada, China, the European Union, Japan and Mexico, among others. Several countries have similarly announced reciprocal or other tariffs impacting products manufactured or produced in the United States. The United States has and may in the future pause, reimpose or increase tariffs, and countries subject to such tariffs have and, in the future, may impose reciprocal tariffs or other restrictive trade measures in response to the imposition of tariffs by the United States. We maintain operations worldwide, including the jurisdictions impacted by announced and contemplated tariffs. If the actual and potential tariffs and reciprocal tariffs are implemented, we expect that such actions could negatively impact our revenue growth and margins in future periods through increased costs, decreased demand and other adverse economic impacts. We could also experience increased material cost inflation and component shortages, as well as disruptions and delays in our supply chain. The net effect of these actions will depend on our ability to successfully mitigate and offset their impact, which may not be effective.

Read in the 10-K filed Nov 14, 2025 ↗

All of these outcomes could adversely affect JPMorganChase’s earnings or its liquidity and capital levels, with more severe impacts in a prolonged period of high interest rates.

Read in the 10-K filed Feb 13, 2026 ↗

An inability to grow cash flow or pressure on expenses created by supply chain, insurance, or interest rate increases would result in an increase in the level of payment defaults within the sector, as well as limiting refinance options. Further, these pressures would likely result in an outflow of capital from the real estate markets, which would in turn drive up capitalization rates and decrease property values.We are subject to the risk of defaults by our loan clients and counterparties.

Read in the 10-K filed Feb 23, 2026 ↗

We rely on customer deposits as a low-cost and stable source of funding. KeyBank competes with banks and other financial institutions, and increasingly with non-banks that offer non-deposit and other alternative savings vehicles, such as stablecoins, for deposits. If demand for deposit alternatives were to grow materially, KeyBank could experience deposit outflows or be compelled to materially increase deposit interest rates to retain its deposits. Customers may also shift their deposits from non-interest bearing to interest bearing accounts or otherwise to higher cost products at KeyBank. Our ability to maintain and grow deposits may be constrained by gaps in our product offerings, emerging technologies and changes in consumer behaviors and preferences, our scale relative to other banks and financial institutions, underlying macroeconomic conditions and monetary policy, and loss of confidence in our brand and our business. To the extent that KeyBank is unable to retain deposits, funding costs may increase as such deposits are replaced with more expensive wholesale funding. Any adverse movement in deposits and associated higher funding costs could reduce our net interest margin and net interest income and otherwise materially and adversely affect our liquidity, financial condition, and results of operations.

Read in the 10-K filed Feb 23, 2026 ↗

•Exposing us to interest rate risk at the time of refinancing outstanding debt or on the portion of our debt obligations that are issued at variable rates.

Read in the 10-K filed Feb 12, 2026 ↗

•changes in property taxes including from impacts of inflation as property values are reassessed;

Read in the 10-K filed Feb 20, 2026 ↗

conditions relating to interest rates, fiscal and monetary stimulus (and stimulus withdrawal), availability of credit, inflation

Read in the 10-K filed Feb 27, 2026 ↗

common stock), valuation, material interest rate changes, supply chain disruptions, such as simultaneous supply and demand

Read in the 10-K filed Feb 27, 2026 ↗

shock to global, regional and national economies, and an increase in inflationary pressures. These events and the disruptions

Read in the 10-K filed Feb 27, 2026 ↗

based on the level and volatility of interest rates, prevailing foreign currency exchange rates, the types of investments that are

Read in the 10-K filed Feb 27, 2026 ↗

future capital investments by us in such companies, future market and economic conditions, including interest rates, and

Read in the 10-K filed Feb 27, 2026 ↗

terms or offerings, changes in interest rates that make other financial products more attractive, changes in investor

Read in the 10-K filed Feb 27, 2026 ↗

analysis, so a change in interest rates could significantly impact the value of our infrastructure investments.

Read in the 10-K filed Feb 27, 2026 ↗

and our investment vehicles own. Interest income earned from debt investments with floating interest rates should increase

Read in the 10-K filed Feb 27, 2026 ↗

if the applicable benchmark interest rate were to rise, and the reverse is true if the applicable benchmark interest rate were

Read in the 10-K filed Feb 27, 2026 ↗

to decline. However, during periods of rising interest rates, the obligor of such floating rate debt may become less able to pay

Read in the 10-K filed Feb 27, 2026 ↗

interest rates, changes in interest rates generally will also cause the value of the fixed rate debt to vary inversely to such

Read in the 10-K filed Feb 27, 2026 ↗

increased interest rate or on unfavorable terms, we may have difficulty completing otherwise profitable acquisitions or may

Read in the 10-K filed Feb 27, 2026 ↗

market conditions, including changes to interest rates, cause the cost of our financing to increase relative to the income that

Read in the 10-K filed Feb 27, 2026 ↗

increases in their company’s expenses, interest rate changes, and other adverse economic, market and industry

Read in the 10-K filed Feb 27, 2026 ↗

vehicles are also sensitive to changes in interest rates because these strategies rely on borrowed money and because the

Read in the 10-K filed Feb 27, 2026 ↗

value of the underlying portfolio loans can fall when interest rates rise. As a result of their use of large amounts of leverage,

Read in the 10-K filed Feb 27, 2026 ↗

inflation, supply chain disruptions, labor shortages, delays in completion, defects, the inability to obtain or maintain

Read in the 10-K filed Feb 27, 2026 ↗

sustained downturns in securities markets, increased equity volatility, reduced interest rates, or deviations in expected

Read in the 10-K filed Feb 27, 2026 ↗

Interest rate risk is a particularly significant market risk for our insurance business. Fluctuations in market interest rates

Read in the 10-K filed Feb 27, 2026 ↗

financial, capital and operating profile. This risk arises from Global Atlantic’s holdings in interest rate-sensitive assets and

Read in the 10-K filed Feb 27, 2026 ↗

to the level of interest rates or with market values which fluctuate based on the level of interest rates, as well as the fixed

Read in the 10-K filed Feb 27, 2026 ↗

adequately cash flow match liabilities sold with higher benefits and interest rates fall while Global Atlantic holds that liability,

Read in the 10-K filed Feb 27, 2026 ↗

Both rising and declining interest rates can negatively affect our insurance business. This risk is present across most of

Read in the 10-K filed Feb 27, 2026 ↗

charge, at any time. Higher interest rates may result in increased surrenders on interest-sensitive products, such as annuity

Read in the 10-K filed Feb 27, 2026 ↗

interest rate environment the cost of insurance on new business is generally expected to be elevated, including higher

Read in the 10-K filed Feb 27, 2026 ↗

Atlantic’s ability to lower crediting rates is subject to several constraints. Prolonged periods of low interest rates could

Read in the 10-K filed Feb 27, 2026 ↗

business volumes than it has historically earned. Lower interest rates may reduce the demand for Global Atlantic’s insurance

Read in the 10-K filed Feb 27, 2026 ↗

potential clients. In a period of declining or lower interest rates, Global Atlantic’s investment earnings may decline because

Read in the 10-K filed Feb 27, 2026 ↗

existing investments may prepay or refinance and new investments will likely bear lower interest rates, and Global Atlantic

Read in the 10-K filed Feb 27, 2026 ↗

support. In addition, the yield on Global Atlantic’s floating rate assets will decline as interest rates decline, reducing Global

Read in the 10-K filed Feb 27, 2026 ↗

force contracts in response to declining interest rates may result in greater surrenders than originally estimated, which may

Read in the 10-K filed Feb 27, 2026 ↗

Additionally, to the extent that changes in market conditions, including changes to interest rates and net spreads, cause

Read in the 10-K filed Feb 27, 2026 ↗

economic factors, including interest rates and equity markets. Inaccuracies could result in, among other things, an increase in

Read in the 10-K filed Feb 27, 2026 ↗

•Our interest rate hedging activities expose us to risks related to changes in floating interest rates;

Read in the 10-K filed Aug 6, 2026 ↗

parts of Israel and attacks on marine vessels traversing the Red Sea. The recent escalation of conflicts in the region has heightened instability, disrupted airspace, and increased freight and insurance costs. Disruptions in shipping routes in the Red Sea could result in delays in shipping our products to customers, which could delay the timing of revenue recognition and create uncertainty related to timeliness of shipments from the region. In addition, some of our employees in Israel are obligated to perform annual reserve duty in the Israel Defense Forces, and may be called to active military duty in emergency circumstances. The ongoing conflicts, including additional military actions, retaliatory measures, sanctions, cyberattacks, or other governmental or market responses, could lead to further disruption of global energy supplies, heighten inflationary pressures on our input costs, adversely affect global supply chains, commodity prices, currency exchange rates, financial markets and overall macroeconomic conditions. These developments could impact our ability to operate our business directly and indirectly through a similar impact on our suppliers and customers.

Read in the 10-K filed Aug 6, 2026 ↗

In 2026, we entered into interest rate swaps which are designated as fair value hedges and allow us to convert a portion of our fixed-rate payments under the senior, unsecured long-term notes issued in June 2022 (“2022 Senior Notes”) into floating-rate payments based on the Daily Secured Overnight Financing Rate swap rate plus a fixed number of basis points. As of June 30, 2026, we had an aggregate principal amount of $2.00 billion in fixed-rate debt that was swapped to floating-rate debt.

Read in the 10-K filed Aug 6, 2026 ↗

Because the interest rate swaps convert a portion of our fixed-rate debt to floating-rate debt, an increase in interest rates would require us to pay additional interest on the swapped debt, which may have an adverse effect on our results of operations and cash flows. These hedges may be inadequate to achieve their intended purpose of managing the fair value of our fixed-rate debt exposure. Furthermore, if a financial counterparty to our hedges experiences financial difficulties or is otherwise unable to honor the terms of the interest rate hedges, we may experience material financial losses.

Read in the 10-K filed Aug 6, 2026 ↗

•Increasing the exposure of the combined company to a rise in interest rates, which would generate greater interest expense to the extent the combined company does not have applicable interest rate fluctuation hedges; and

Read in the 10-K filed Feb 12, 2026 ↗

Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation, and diminished expectations for the economy, and ultimately reduced demand for our and our customers’ products and services. Such conditions could have a material adverse impact on our business, results of operations, and cash flows. Also, disruptions and volatility in the financial markets may lead to adverse changes in the availability, terms, and cost of capital. Such adverse changes could increase our costs of capital and limit our access to external financing sources to fund acquisitions, capital projects, or refinancing of debt maturities on similar terms, which could in turn reduce our cash flows and limit our ability to pursue growth opportunities.

Read in the 10-K filed Feb 13, 2026 ↗

Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global economies and commodity markets and inflation, and reduced demand for Boardwalk Pipelines’ and its customers’ products and services. Such conditions could have a material adverse impact on Boardwalk Pipelines’ business, results of operations and cash flows. Also, disruptions and volatility in the financial markets may lead to adverse changes in the availability, terms and cost of capital. Such adverse changes could increase Boardwalk Pipelines’ costs of capital and limit its access to external financing sources to fund acquisitions, capital projects, or refinancing of debt maturities on similar terms.

Read in the 10-K filed Feb 10, 2026 ↗

In the U.S., no comprehensive climate change legislation has been implemented at the federal level, though the Inflation Reduction Act of 2022 (“IRA”) advanced numerous climate-related objectives. The IRA required the EPA to impose and collect a methane emissions fee that applies to excess methane emissions from certain facilities that exceed statutory methane emissions thresholds. In November 2024, the EPA issued a final rule implementing the methane emissions fee, although in February 2025, Congress repealed the rule under the Congressional Review Act. Additionally, in the One Big Beautiful Bill Act, Congress delayed the implementation of the methane emission fee until 2034. While the EPA cannot reissue its rule implementing the methane emissions fee (either in substantially the same form or in a new rule), the underlying requirement in the IRA remains unchanged. Boardwalk Pipelines cannot predict if the Trump Administration and/or Congress may take further actions with respect to the IRA or methane emissions fee. However, compliance with this and other air pollution control and permitting requirements has the potential to delay or increase the costs of development

Read in the 10-K filed Feb 10, 2026 ↗

We cannot predict the extent to which total funding and/or funding for individual programs will be changed as part of the annual appropriations process ultimately approved by Congress and the President or in separate supplemental appropriations or continuing resolutions, as applicable. Budget and appropriations decisions made by the U.S. Government are outside of our control and may have long-term consequences for our business. U.S. Government spending priorities and levels remain uncertain and difficult to predict. This uncertainty could be exacerbated by procurement reform initiatives that could result in more frequent changes to program funding, scope, or priorities, increasing the risk of contract modifications, terminations, or delays, and making it more difficult to forecast revenue and resource needs. A change in U.S. Government spending priorities or an increase in non-procurement spending at the expense of our programs, or a reduction in total U.S. Government spending on an absolute or inflation-adjusted basis, could have material adverse consequences on our current or future business.

Read in the 10-K filed Feb 12, 2026 ↗

Our results of operations and cash flows are substantially affected by our contract mix. Fixed-price contracts, particularly for development programs, could subject us to losses from cost overruns or inflation. In fiscal 2025, 75% of our revenue was derived from fixed-price contracts that allow us to benefit from cost savings, but subject us to the risk of potential cost overruns, including due to greater than anticipated or a sustained period of increased inflation or unexpected delays because we assume all of the cost burden. If our initial estimates are incorrect, we can lose money (or make more or less money than estimated) on these contracts. Fixed-price U.S. Government contracts can expose us to potentially large losses because the U.S. Government can hold us responsible for completing a project or, in limited circumstances, paying the entire cost of its replacement by another provider.

Read in the 10-K filed Feb 12, 2026 ↗

Contracts for development programs include complex design and technical requirements and are generally contracted on a cost-type basis, however, some existing development programs are contracted on a fixed-price basis or include cost-type contracting for the development phase with fixed-price production options. Because many of these contracts involve new technologies and applications and can last for years, unforeseen events, such as technological difficulties, increases in the price of materials, a significant increase in or a sustained period of increased inflation, problems with our suppliers, labor market conditions and cost overruns, can result in less favorable economics or even losses over time (which, especially in the case of sharp and significant sustained inflation, could happen quickly and have long lasting impacts). Furthermore, if we do not meet contract deadlines or specifications, we may need to renegotiate contracts on less favorable terms, be forced to pay penalties or liquidated damages or suffer losses if the customer exercises its right to terminate. Some of our contracts have

Read in the 10-K filed Feb 12, 2026 ↗

To the extent feasible, we have consistently followed the practice of contractually adjusting our prices to reflect the impact of inflation on salaries and fringe benefits for employees and the cost of purchased materials and services and in some cases seeking the inclusion of adjustment clauses to incorporate certain cost adjustments in fixed-price contracts for unexpected inflation. However, we may not be successful in accurately accounting for all increased costs, and our fixed-price contracts could subject us to losses in the event of cost overruns or a significant increase in or a sustained period of increased inflation if we are unable to account for and receive cost adjustments in our fixed-price contracts.

Read in the 10-K filed Feb 12, 2026 ↗

In recent years, global supply chains, including ours, have experienced significant disruption from material availability and supplier performance, as well as extended lead times, pricing volatility, inflationary pressures and labor issues. We and our subcontractors and suppliers have also experienced difficulties in the timely procurement of necessary materials and components, including microelectronics. Current geopolitical conditions, including sanctions and other trade restrictive activities and strained inter-country relations, have contributed to issues procuring necessary materials and components. For example, some materials and components in our supply chain have previously been sourced from areas now under sanctions or other trade restrictions, such as specialty metals from Russia and certain equipment from China, or are currently sourced from areas which are at risk of sanctions or other trade restrictive actions, not just by the United States but by other nations or groups, such as the European Union.

Read in the 10-K filed Feb 12, 2026 ↗

Our profitability can be adversely affected when estimated contract costs increase from our initial estimates, especially without comparable increases in revenue. There are many reasons estimated contract costs can increase, including: (i) supply chain disruptions, inflation and labor issues; (ii) design or other development challenges; and (iii) program execution challenges (including from technical or quality issues and other performance concerns). Because of the significance of the judgments and the difficulties inherent in estimating future costs, we cannot guarantee that estimated revenues and contract costs will not change in the future. Any cost growth or changes in estimated contract revenues and costs may adversely affect results of operations and financial condition. For additional information regarding our critical accounting estimates applicable to our accounting for our contracts, see “Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations - Critical Accounting Estimates” of this Report.

Read in the 10-K filed Feb 12, 2026 ↗

External environmental factors have also caused, and in the future may cause, delays in, and/or increase costs related to, distribution of our medicines, the construction or other acquisition of additional manufacturing capacity, procurement activity, and supplier or contract manufacturer arrangements. Relevant external environmental factors include (i) tariffs, (ii) cost inflation and global transportation and logistics challenges; (iii) labor market dynamics; (iv) natural disasters (including increased instances or severity of natural disasters or other events that may be due to climate change); (v) public health outbreaks, epidemics, or pandemics; (vi) periods of uneven economic growth or downturns; and (vii) the emergence or escalation of, or responses to international tension and conflicts.

Read in the 10-K filed Feb 12, 2026 ↗

Significant portions of our business are conducted in Europe, Asia, and other international geographies. Our global operations and complex supply chain expose us to legislation and regulatory action in or regarding foreign jurisdictions as well as geopolitical and other cross-border risks. Trade and other global disputes, interruptions, and developments, including those related to tariffs, trade protection measures, import or export licensing requirements or disagreements with authorities regarding tariff classifications, transfer pricing, or valuations, the imposition of trade sanctions or similar restrictions by the U.S. or other governments, international tension and conflicts, as well as economic stagnation, cost inflation, strains on global transportation, manufacturing, and labor markets, and public health outbreaks, epidemics, or pandemics affect our ability to do business and, in some cases, result in financial, operational, legal, business, or reputational harm. Among other risks, the use of tariffs and other trade restrictions may increase costs, impact clinical trials or sales of our products, result in supply disruptions or delays, or otherwise complicate aspects of our business. In 2025, the U.S. and other countries imposed or reached alignment on new tariffs. In some cases, imposed tariffs have been paused but may come into effect quickly and unpredictably. While pharmaceuticals are exempt from certain of these tariffs, such exemptions may be terminated or may not apply to any future tariffs.

Read in the 10-K filed Feb 12, 2026 ↗

For example, the growth of AI technologies and related infrastructure has been and is expected to continue to be a significant driver of capital equipment expenditures of semiconductor manufacturers across both the memory and non-memory market segments we serve. However, customer decisions regarding the amount and timing of capital expenditures and the demand for our products and services could change rapidly and be impacted by factors outside of our control. These factors may include, without limitation: changes in actual or anticipated AI-driven demand for AI-related infrastructure or compute power to support AI models, tools, and other applications, including due to slower-than-anticipated adoption of AI technologies, increases in compute efficiency, or oversupply of AI-related infrastructure compute power; advances in fabrication processes, technology inflections or changes in technology architectures; new and emerging technologies or market drivers; actual or anticipated production capacity, utilization, and volumes of semiconductor manufacturers relative to demand for semiconductor devices; changes in end-user demand or behavior; the timing of or constraints on increases to AI-related infrastructure or semiconductor manufacturing capacity; the availability and cost of capital, including increases in interest rates or tightening in global capital markets; the availability and amount of government subsidies and incentives; the regulation of AI or related infrastructure technologies by government or other regulatory agencies; and geopolitical or macroeconomic instability, including wars, terrorism, political unrest, public health emergencies, inflation, recessionary conditions, trade restrictions, export controls, boycotts, and other business disruptions.

Read in the 10-K filed Aug 7, 2026 ↗

•the impact of stagnating or worsening business and economic conditions, including inflationary pressures, general economic slowdown or a recession, actual or anticipated changes in interest rates, reductions in government spending or other changes in monetary policy, or adverse financial or commodity markets activity or macroeconomic conditions, including as a result of geopolitical conflicts;

Read in the 10-K filed Aug 7, 2026 ↗

•the impact of stagnating or worsening business and economic conditions, including inflationary pressures, general economic slowdown or a recession, actual or anticipated changes in interest rates, reductions in government spending or other changes in monetary policy, or adverse financial or commodity markets activity or macroeconomic conditions, including as a result of geopolitical conflicts;

Read in the 10-K filed Aug 7, 2026 ↗

Macroeconomic volatility, inflationary pressures, and shifts in consumer sentiment may reduce demand for our products.

Read in the 10-K filed Mar 17, 2026 ↗

Our performance depends on consumers’ willingness and ability to purchase discretionary products. That willingness can be affected by general economic conditions and uncertainty regarding the overall future environment, tariffs, inflation, changes in interest rates, foreign exchange fluctuations, energy and fuel costs, employment levels, consumer debt, housing market trends, commodity price volatility, and tax policy changes. Geopolitical instability, public health crises, and other macroeconomic events can also weaken consumer confidence. In 2025, we experienced lower store traffic in the Americas, partially reflective of inflationary pressures and economic uncertainty weighing on discretionary spending. Prolonged or worsening macroeconomic volatility could reduce demand, impair our ability to achieve growth targets, and materially impact our net revenue, margins, and cash flows.

Read in the 10-K filed Mar 17, 2026 ↗

Changes in global trade policies, including tariffs, have caused inflationary pressures and higher costs on certain raw materials and imports. These actions have impacted our business through increased costs and uncertainty. If maintained, the tariffs, as well as related measures that have been taken and which could be taken by other countries in the future could pose a risk to our business and results of operations. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as legal challenges to the applicability of these tariffs, negotiations between affected countries, the responses of other countries or regions, exemptions, exclusions or other relief that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.

Read in the 10-K filed Jan 22, 2026 ↗

Demand for our construction materials is inherently cyclical and may decline or become more volatile due to economic and political uncertainty, elevated interest rates and inflation, reduced housing affordability, lower private nonresidential investment, or tightening credit conditions that delay, downsize, or cancel projects. Our products are used in public infrastructure projects, which include the construction, maintenance and improvement of highways, streets, roads, bridges, schools and similar projects. Public infrastructure activity depends on federal, state, and local budgets and letting schedules. Changes in fuel-tax or other alternative financing, prolonged federal budget disputes or government shutdowns or other factors can reduce, defer, cap, suspend, or reprioritize transportation spending. The level and timing of federal, state or local transportation or infrastructure or public projects funding, including any issues arising from such budgets, particularly in our Building Materials business’ top ten revenue-generating states of Texas, North Carolina, Colorado, California, Georgia, Florida, South Carolina, Arizona, Iowa and Minnesota, can have an adverse impact on our business and construction projects that we supply.

Read in the 10-K filed Feb 19, 2026 ↗

resulting in continued restrictive monetary policy. Sustained high interest rates may affect our business in an adverse manner. The residential construction market accounted for 22% of our 2025 aggregates shipments. Higher mortgage rates and reduced affordability can dampen new residential construction. Higher borrowing costs and return thresholds can delay or cancel private nonresidential projects. Elevated municipal and state borrowing costs can affect the timing and scope of infrastructure lettings. Any of these dynamics can lower volumes and pressure pricing in the local markets we serve.

Read in the 10-K filed Feb 19, 2026 ↗

At December 31, 2025, we had $2.09 billion in cash and cash equivalents, $677.1 million in short-term investments and $487.3 million in long-term investments, including commercial paper, certificates of deposit, municipal securities, U.S. treasuries and corporate bonds. Certain of these investments are subject to general credit, liquidity, market and interest rate risks. These risks associated with our investment portfolio may have an adverse effect on our future results of operations, liquidity and financial condition.

Read in the 10-K filed Feb 27, 2026 ↗

Our cloud and AI strategy requires substantial investments and depends on evolving customer demand, technological developments, competitive dynamics, and regulatory conditions, any of which could adversely affect our business, financial condition, and results of operations. We have made and are continuing to make significant capital and operational investments to develop, train, deploy, and support AI models and related cloud-based services, including building and expanding datacenters, acquiring necessary components, and securing energy resources. These investments are being made at significant scale and on an accelerated timeline, require substantial and increasing capital expenditures and continued access to capital, and are in advance of fully developed revenue streams. The associated revenue may not be realized in the expected timeframes or at expected levels. Our capital and operational investments are complex and involve projects in multiple locations around the world that expose us to increased compliance risks and political challenges, among others. Our ability to fund these investments depends on our ability to generate sufficient cash flows and obtain financing on acceptable terms. Adverse changes in interest rates, credit markets, investor sentiment, our credit ratings, or other factors affecting capital availability could increase our cost of capital or limit our ability to execute our infrastructure strategy. The financial success of these investments depends on a number of uncertain factors, including customer demand for cloud-based and AI products and services and continued customer use of Azure to build, train, deploy, and run AI workloads, our ability to price and monetize those services at levels sufficient to recover our costs, competitive dynamics affecting pricing, and the pace of adoption of AI. Customers may reduce, delay, or shift AI workloads to competing platforms, on-premises or local deployments, or other alternatives. If adoption of our AI services develops more slowly than expected, or if customers do not continue to utilize Azure for AI workloads at anticipated levels, we may not realize the expected returns on our investments.

Read in the 10-K filed Jul 29, 2026 ↗

The construction and operation of datacenters also requires significant numbers of skilled technical, engineering, construction, and operational personnel. Labor shortages, competition for talent, wage inflation, labor disputes, immigration restrictions, or shortages of specialized contractors could increase operating and construction costs, extend project timelines, and adversely affect our ability to deploy infrastructure at the pace required to meet demand.

Read in the 10-K filed Jul 29, 2026 ↗

Despite our current intention, which is to adjust the monthly regular dividend rate per annum in such a manner as we believe will maintain STRC Stock’s trading price at or close to its stated amount of $100 per share, since we are permitted to exercise our right to adjust the monthly regular dividend rate per annum for any reason, the trading price of STRC Stock could be significantly volatile. For example, we could choose to adjust the monthly regular dividend rate per annum for reasons not directly related to the fair market value of our bitcoin holdings, the credit spreads on our other debt and preferred stock instruments, or the interest rate environment. Accordingly, the trading profile of our STRC Stock could be significantly different than that of our other securities or other securities with variable dividend or interest rate features.

Read in the 10-K filed Feb 19, 2026 ↗

Our Bitcoin strategy has not been tested over an extended period or under various market conditions. We implemented a Bitcoin strategy following the closing of the merger by and among Nakamoto Holdings Inc., Kindly Holdco Corp., and Kindly MD, Inc. (the “Nakamoto Merger”). We intend to continually examine the risks and rewards of our strategy to acquire and hold Bitcoin. Our strategy has not been tested over an extended period or under various market conditions. For example, we believe Bitcoin, due to its fixed supply, has the potential to serve as a hedge against inflation in the long term. However, if Bitcoin prices were to decrease or our Bitcoin strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted.

Read in the 10-K filed Mar 30, 2026 ↗

the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, exchanges, trading venues, lending platforms, investment funds, or other digital asset industry participants, such as the filing for bankruptcy protection by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms Celsius Network and Voyager Digital Holdings in prior years, and the prior exit of Binance from the U.S. market as part of its settlement with the Department of Justice and other federal regulatory agencies; regulatory, legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of Bitcoin, or that adversely affect the operations of or otherwise prevent digital asset custodians, exchanges, trading venues, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry; further reductions in mining rewards of Bitcoin, including reductions due to block reward halving events, which are events that occur after a specific period of time that reduce the block reward earned by “miners” who validate Bitcoin transactions (the most recent reduction in mining rewards occurred in April 2024), which may cause a decline in support for the Bitcoin network; increases in the costs associated with Bitcoin mining, including increases in electricity costs and hardware and software used in mining, or new or enhanced regulation or taxation of Bitcoin mining, which could further increase the costs associated with Bitcoin mining, any of which may cause a decline in support for the Bitcoin network; transaction congestion and fees associated with processing transactions on the Bitcoin network; macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations; developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the Bitcoin blockchain becoming insecure or ineffective; and changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, the adverse impacts attributable to the current conflict between Russia and Ukraine and the economic sanctions adopted in response to the conflict, and the broadening of the Israel-Hamas conflict to other countries in the Middle East.

Read in the 10-K filed Mar 30, 2026 ↗

Our ability to make scheduled payments on and refinance our indebtedness depends on our financial and operating performance, which is influenced by general economic, financial, competitive, legislative, regulatory, and other risks beyond our control, including the availability of financing in U.S. banking and capital markets. If our cash flows and capital resources are insufficient to fund our debt service obligations or to secure acceptable refinancing of the Loan, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, or restructure our indebtedness. We cannot assure you that future borrowings will be available to us in an amount sufficient to enable us to service our indebtedness, including the Loan, to refinance our indebtedness, or to fund our other liquidity needs. Any refinancing could be at higher interest rates and may require more onerous covenants. In addition, our Bitcoin acquisition strategy anticipates that we may issue additional debt in future periods to finance additional purchases of Bitcoin, but if we are unable to generate sufficient cash flow to service our debt and make necessary capital expenditures, we may be required to sell Bitcoin. Whether we will be able to successfully repay or refinance the Loan will depend on market conditions, our financial performance, and other factors. Failure to make payments of interest and principal on outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness.

Read in the 10-K filed Mar 30, 2026 ↗

Unrealized fair value gains on our Bitcoin holdings may cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022, and our effective tax rate may fluctuate.

Read in the 10-K filed Mar 30, 2026 ↗

The Inflation Reduction Act of 2022 (“IRA”) imposes a 15% corporate alternative minimum tax (“CAMT”) on corporations with average annual adjusted financial statement income exceeding $1 billion for any consecutive three-tax-year period, unless an exemption applies. We may be required to adopt ASU 2023-08, under which our Bitcoin holdings must be measured at fair value with gains and losses recognized in net income each reporting period. When determining CAMT applicability and liability, adjusted financial statement income must include any unrealized gains or losses. As a result, we may be subject to CAMT in 2026 and beyond, which could result in a material tax obligation that would need to be satisfied in cash, materially affecting our financial results, including earnings and cash flow.

Read in the 10-K filed Mar 30, 2026 ↗

Our business and financial performance may be adversely affected by unfavorable global economic conditions, including recession, inflation, deflation, rising interest rates, changes in fiscal or monetary policy, tightening of credit markets, geopolitical instability, and other macroeconomic factors. Economic downturns could negatively affect investor sentiment toward risk assets, including Bitcoin, potentially reducing the market price of our Bitcoin holdings and adversely affecting our financial condition. Additionally, adverse economic conditions could make it more difficult or expensive for us to obtain debt or equity financing, increase our borrowing costs, reduce the availability of credit, and limit our ability to execute our Bitcoin acquisition strategy. Unfavorable economic conditions could also affect the financial stability of our counterparties, including our custodians, trading partners, and lenders, increasing our exposure to counterparty risk. Any of these factors could have a material adverse effect on our business, financial condition, and results of operations.

Read in the 10-K filed Mar 30, 2026 ↗

Rising interest rates could increase our borrowing costs and adversely affect our financial condition.

Read in the 10-K filed Mar 30, 2026 ↗

Changes in interest rates could have a material impact on our business and financial condition. Rising interest rates could increase our borrowing costs on any variable-rate debt we incur, as well as the cost of refinancing our existing indebtedness when it matures. Higher interest rates could also make it more expensive for us to raise capital through debt financing to execute our Bitcoin acquisition strategy. Additionally, rising interest rates may reduce the attractiveness of Bitcoin as an investment relative to interest-bearing assets, which could negatively affect the market price of Bitcoin and, consequently, the value of our Bitcoin holdings. Conversely, falling interest rates, while potentially reducing borrowing costs, could indicate broader economic weakness that may adversely affect our business. We do not currently hedge against interest rate risk, and any significant changes in interest rates could have a material adverse effect on our financial condition and results of operations.

Read in the 10-K filed Mar 30, 2026 ↗

Inflation has recently increased in the United States and globally, and may continue to increase in the future. Inflationary pressures could increase our operating costs, including compensation, professional services, and other expenses, and may not be fully offset by price increases or other measures. Inflation could also affect the broader economy, leading to reduced consumer and investor confidence, tighter monetary policy, and higher interest rates, any of which could adversely affect our business and the market price of Bitcoin. While Bitcoin has been characterized by some as a potential hedge against inflation, there is no assurance that Bitcoin will perform as expected in an inflationary environment, and the price of Bitcoin could decline during periods of high inflation. If we are unable to effectively manage the impact of inflation on our business, our financial condition and results of operations could be materially adversely affected.

Read in the 10-K filed Mar 30, 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 ↗

Ghana is showing signs of economic recovery from the worsening socioeconomic conditions in recent years. The recovery has been marked by decline in inflation from 23.8% in December 2024 to 5.4% in December 2025; the Ghana cedi has appreciated by 29% year-to-date as of December 2025; building up of international reserves and renewed investor confidence. Ghana’s sovereign credit ratings have recently been upgraded by Fitch, S&P, and Moody's reflecting the progress being made in its economic recovery. In spite of the positive economic recovery, the country continues to be under the IMF program for support, signaling progress but not completely out of the conditions that got Ghana to seek an IMF support program. The Government continues to be under pressure for more revenue generation, keeping in place levies such as the Growth and Sustainability Levy (introduced in 2023) and the Emissions Levy and VAT on electricity. The Government of Ghana has announced plans to amend the country’s mineral royalty regime by replacing the current maximum 5% royalty rate with a sliding scale ranging from 5% to 12%, linked to prevailing gold prices. The

Read in the 10-K filed Feb 19, 2026 ↗

Our ability to construct the currently contemplated generation and transmission assets, and any future generation, transmission or distribution assets in a timely manner and within budget is contingent upon many variables and subject to substantial risks. These variables include, but are not limited to, the ability of key suppliers, general contractors and subcontractors to timely satisfy their obligations under existing or future contracts and in compliance with the terms of such contracts, including the EPC Contracts and equipment supply contracts we have already entered into; the impact of new tariffs, if any, inflation and other trade or economic factors that may impact the cost of supplies and services; any other changes in the availability or costs of materials, equipment or commodities; changes in law or regulation, including environmental compliance requirements; the availability of and ability of our contractors to hire and retain qualified labor and the cost of such labor; delays caused by construction incidents or injuries, work stoppages, poor initial cost estimates and unforeseen engineering issues; the impact of public health emergencies or natural disasters or other severe weather events; capital market conditions, including the availability of credit and our ability to obtain financing on acceptable terms; charges allocated to us by MISO with respect to these assets; the impact of public involvement, intervention or litigation; and our ability to obtain any necessary land rights, easements and/or zoning approvals in a timely manner, or at all.

Read in the 10-K filed Feb 11, 2026 ↗

Inflation and customer affordability concerns may limit the Company’s ability to recover costs, constrain its pricing and reduce market demand for its products and services.

Read in the 10-K filed Feb 24, 2026 ↗

The Company’s electricity, natural gas, and smart home businesses are exposed to the risk that sustained inflation, commodity price volatility and other macroeconomic pressures will increase its costs and adversely affect the affordability of its products and services. The cost of fuel, natural gas, purchased power, labor, construction materials, equipment and financing have risen in recent years and may continue to rise. Such cost increases may continue to put upward pressure on the overall affordability of the Company’s products and services for its residential, commercial and industrial customers, which may impair the Company’s customers’ ability to pay their bills and/or subscriptions, cause some customers to reduce usage, and increase disconnections and bad debt expenses, all of which could negatively impact the Company.

Read in the 10-K filed Feb 24, 2026 ↗

•The imposition of tariffs and escalation of international trade disputes, and any inflationary impacts resulting therefrom;

Read in the 10-K filed Feb 24, 2026 ↗

We invest in debt instruments relating to real estate-related assets, which subject us to additional potential risks, including with respect to fluctuations in the value of the underlying assets, the risks of delinquency or defaults by borrowers, increased regulatory burdens or risks associated with lending, fluctuations in interest rates and credit spreads, loan repayment timing, the limitations on our rights with respect to, or control of, the underlying assets, risk of cost overruns, and increased illiquidity of the investments in light of the limited market for such investments. In addition, certain of our investments in debt instruments are subordinated, which can significantly reduce our ability to control decisions with respect to underlying assets or foreclosure, and, if a borrower were to default, the claims under our debt instrument would only be satisfied after senior debt is paid in full. As a result, a partial loss in the value of the underlying collateral can result in a total loss of the value of the debt instruments. For more information regarding the risks related to defaults by our borrowers, see “---The bankruptcy or insolvency of a client, borrower or guarantor could result in the termination of the lease agreement, loan agreement, or guarantee, as applicable.”

Read in the 10-K filed Feb 25, 2026 ↗

•Global economic (e.g., inflation, fluctuations in interest rates or foreign exchange rates, economic downturns or recessions), political and financial market conditions including as a result of geopolitical tensions and instability;

Read in the 10-K filed Feb 25, 2026 ↗

There are risks associated with our outstanding and future indebtedness. As of May 31, 2026, we had an aggregate of $129.5 billion of outstanding indebtedness that will mature between calendar year 2026 and calendar year 2066. We may incur additional indebtedness from time to time to finance capital expenditures, future investments or acquisitions, to finance the payment of cash dividends on or repurchases of our common stock, to refinance existing debt or for other purposes. Future financing or funding needs could differ from our projections. Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our business operations, generate sufficient cash flows to service such debt and the other factors discussed in this Risk Factors section. There can be no assurance that we will be able to manage any of these risks successfully. The incurrence of additional indebtedness will also result in increased fixed obligations and increased interest expense and could also include covenants or other restrictions that may impede our ability to manage our operations. Some of our indebtedness may bear interest at variable rates, and increases in interest rates could increase our debt service obligations. In addition, changes in interest rates could adversely affect the economics of certain long-term commitments or customer arrangements, particularly where pricing is fixed or committed.

Read in the 10-K filed Jun 22, 2026 ↗

less efficient, in particular in a significant inflationary wage pressured environment, and, as a result, may adversely impact our sales and profitability. For a discussion of our management, see the “Business” section of Item 1 of this annual report on Form 10-K.

Read in the 10-K filed Feb 27, 2026 ↗

Managing the supply of our products and underlying components is complex and has become increasingly difficult, in part, due to component quality, component scarcity, increased global demand, and inflationary pressure. Our supply chain has been, and may continue to be adversely impacted by component cost increases in our supply chain. In response to these cost increases, we raised our prices during the first quarter of fiscal year 2027, which may result in reduced sales or the loss of customers, and adversely impact our business and results of operations. We enter into agreements with our suppliers to provide components at specified prices, volume, and timing. Our suppliers have in the past, and may in the future, seek to renegotiate terms of our supply agreements. Furthermore, in the current environment of increased global demand and component scarcity, suppliers may lack the capacity to allocate the necessary volume of components to meet our manufacturing requirements. If our suppliers fail to perform their obligations or if they are unable or refuse to provide components to us at the specified prices, volumes, or at the times that we have agreed upon, or if they are simply unable to allocate the volume of components that we need, we may be unable to secure alternate supply on commercially reasonable terms or within our required timeframes. As a result, we could face component shortages, higher component costs, manufacturing disruptions, longer customer lead times and delays in shipping our products, or lost sales opportunities altogether. Such a disruption could cause us to miss revenue opportunities, damage our relationships with customers and partners, and negatively impact our reputation. A significant or sustained supply chain failure of this nature could adversely affect our business, financial condition, product margins, results of operations, and prospects.

Read in the 10-K filed Mar 25, 2026 ↗

In the past, we experienced supply chain disruption and have incurred increased costs resulting from inflationary pressures and changes in U.S. trade policy. For example, we experienced supply chain disruption and inflationary pressures during our fourth quarter of fiscal 2026, resulting in increased costs for memory and other components, which have negatively affected our gross margin and could continue to affect our gross margin. Our manufacturing partners typically fulfill supply requirements on individual purchase orders without long-term capacity or pricing guarantees. Our contract with Flex permits termination for convenience, subject to prior notice requirements. Our manufacturing partners procure components and build products based on our forecasts, and from time to time, we

Read in the 10-K filed Sep 10, 2026 ↗

We and our customers are subject to the impacts related to inflationary pressure, economic instability, changes in interest rates, tariffs, potential instability of the banking environment, climate change-based obligations, and other macroeconomic and/or

Read in the 10-K filed Jul 17, 2026 ↗

The conflict in the Middle East could also adversely impact our financial results and operations due to, for example, volatility in global energy markets, supply chain disruptions, inflationary pressures or trade restrictions.

Read in the 10-K filed Aug 4, 2026 ↗

Any epidemic, pandemic, or similar public health issue, including events like COVID-19, and the related governmental, regulatory, or private sector responses could adversely affect our operations, supply chain, workforce availability, customer demand, and ability to deliver products or services. Such events and responses could also contribute to broader macroeconomic effects, including inflation, labor shortages, changes in consumer behavior, and supply chain disruptions, which could further negatively impact our business, financial condition, and results of operations.

Read in the 10-K filed Feb 4, 2026 ↗

•Current Market Conditions. The imposition of tariffs and retaliatory actions could result in, among other things, rising interest rates, significant equity market declines, stagnant economic growth and high inflation, which could adversely impact our liquidity and capital positions, cash flows, results of operations, and financial position. For example, the combination of stagnant economic growth and high inflation would increase investment risk, including the underperformance of investments in more leveraged companies or companies exposed to weaker consumers. Also, the statutory capital of certain of our insurance subsidiaries could be negatively affected by such things as increased reserve requirements, which could be caused by equity market declines, and asymmetrical and non-economic statutory accounting impacts from rising rates.

Read in the 10-K filed Feb 12, 2026 ↗

Although we conduct due diligence and aim to carefully evaluate the risks associated with this debt and other investments, we could incur losses from our lending decisions, which includes subjective and complex judgments and forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to operate their business and/or make all required payments. For example, volatility of the capital and credit markets, increased interest rates, lower demand for self-storage and general economic conditions may adversely affect the solvency, creditworthiness or operations of our borrowers. If our forecasts prove incorrect, or if any of our borrowers fail to perform as expected, we may incur losses from these bridge loans which could have a material adverse effect on our operating revenue and results of operations.

Read in the 10-K filed Feb 12, 2026 ↗

including employee compensation costs, reduce demand for our products or those of our customers or licensees due to increased prices of those products, or result in employee attrition to the extent our compensation does not keep up with inflation, particularly if our competitors’ compensation does.

Read in the 10-K filed Nov 4, 2026 ↗

Our business, and the businesses of our tenants, are significantly influenced by overall economic conditions and consumer spending in the United States. A variety of macroeconomic, political, and geopolitical factors, driven in some cases by governmental policy decisions, individually or in the aggregate, could adversely affect the operating environment for retailers and service providers, including increasing the potential for a recession. These factors include federal budgetary and spending policies, actions taken by the Board of Governors of the Federal Reserve System (the "U.S. Federal Reserve"), inflationary pressures, changes in interest rates, energy price changes, labor availability and shortages (including those influenced by governmental immigration policies), supply chain disruptions, tightening credit markets, decreases in consumer confidence and discretionary spending, increases in unemployment and broader uncertainty in the macroeconomic outlook and capital markets.

Read in the 10-K filed Feb 13, 2026 ↗

The U.S. Federal Reserve has changed its benchmark federal funds rate at different times since 2021. Currently, the federal funds rate remains elevated as compared with the 2010-2020 period. The federal funds rate has historically been adjusted by the U.S. Federal Reserve to address its perception of economic conditions, including inflation and the jobs market.

Read in the 10-K filed Feb 13, 2026 ↗

The full extent to which the policy changes described above will ultimately impact reimbursement levels of our marketed products, including those covered under Medicare Part B (such as EYLEA HD and EYLEA), or our product candidates that may be covered under Medicare Part B or Medicare Part D in the future, is currently unclear. In addition, the current U.S. administration is pursuing other measures to reduce the cost of drugs in the United States. For example, in May 2025, an executive order directed the U.S. Department of Health and Human Services ("HHS") and other federal agencies to take certain steps intended to, among other things, reduce the prices of drugs sold in the United States to match the lowest price available for the same drugs in comparably developed nations (commonly referred to as "most-favored-nation" ("MFN") pricing). In July 2025, as a follow-up to this executive order, President Trump sent a letter to several pharmaceutical companies (including Regeneron) requesting that within the next 60 days they, among other matters, provide their existing drugs at MFN rates to Medicaid patients, guarantee MFN pricing for newly launched drugs, and provide for direct-to-consumer and direct-to-business distribution models for high-volume, high-rebate prescription drugs. In addition, a prior executive order from April 2025 directed the HHS to take appropriate steps to, among other things, modify certain provisions of the Medicare Drug Price Negotiation Program, develop and implement a payment model to reduce the price of high-cost prescription drugs and biological products covered by Medicare, accelerate approval of generic and biosimilar products, and facilitate the ability of states to import pharmaceuticals from other countries. In response to these executive orders, in December 2025, the Center for Medicare and Medicaid Innovation proposed two mandatory Medicare payment models that, if enacted into law, would apply to certain drugs covered under Medicare Parts B and D and test whether alternative methodologies for calculating inflationary rebates based on international reference pricing would reduce Medicare spending. It is currently unclear how and to what extent the measures described in this paragraph may be implemented and what impact any such implementation would have on our Company.

Read in the 10-K filed Feb 4, 2026 ↗

These dynamics can lead to higher and more volatile commodity and energy prices, strained global supply chains, increased inflationary pressures and weaker economic growth both globally and in the United States. Financial markets may experience abrupt swings in asset valuations, higher risk premiums and periods of reduced liquidity. Geopolitical events can also spur elevated cyber threats, including state-sponsored and opportunistic cyber-attacks aimed at critical infrastructures and financial systems. Such attacks could disrupt our operations, compromise sensitive data, increase compliance and remediation costs and harm customer relationships.

Read in the 10-K filed Feb 24, 2026 ↗

Our strategic growth initiatives may require the construction, expansion or conversion of associated power facilities. These activities expose us to risks that include, among others: construction delays; shortages of parts or labor; increased equipment and materials costs, including those driven by inflation; delays in receiving data center components; labor disputes or work stoppages, including those arising from pandemics or other public health emergencies; unanticipated environmental conditions or geological issues; delays in obtaining necessary permits, licenses, and approvals from governmental agencies or utility providers; delays in site readiness that could prevent us from meeting contractual commitments; and delays or suspensions related to evaluations of prospective growth projects. Construction projects also depend heavily on the skill, reliability, and financial stability of designers, general contractors, subcontractors, and key suppliers. If any such party encounters financial difficulties, operational issues, or performance problems during the design or construction process, we could experience significant delays, cost overruns, and other adverse impacts on expected project returns. If we are unable to mitigate these risks and complete our growth initiatives on schedule and within our anticipated budget, if at all, such delays or failures could prevent us from realizing expected benefits from these initiatives and could materially and adversely affect our business, financial condition, and results of operations.

Read in the 10-K filed Mar 2, 2026 ↗

Our business may be adversely affected by global economic conditions, geopolitical developments and conflicts, shifts in governmental policy, trade restrictions, and public health events, including pandemics, epidemics, or other disease outbreaks. These events can contribute to port congestion, supplier shutdowns, logistics delays, and increased freight and transportation costs, all of which may result in higher expenses to procure and deploy new miners and acquire other critical materials needed for our expansion initiatives. We may also experience volatility and uncertainty in our supply chain resulting from recessions, inflation, tariffs, sanctions, and other restrictive actions by the United States or foreign governments, as well as broader social, political, and economic risks, including acts of war or regional instability. Changes in domestic or foreign policy priorities may further heighten such volatility.

Read in the 10-K filed Mar 2, 2026 ↗

Miner manufacturers have been affected by constrained semiconductor supply—particularly shortages involving the highly specialized ASIC chips used in bitcoin miners—as well as increased labor costs and broader disruptions to global supply chains. These factors have contributed to higher prices for new miners and may continue to do so. Inflationary pressures, combined with supply chain challenges, have increased the cost of goods, services, and personnel, raising both our capital expenditures and operating costs. Until these global pressures ease, we expect to continue incurring elevated costs to obtain and deploy miners, and we may face difficulties securing the materials or pricing necessary to support our growth plans. Adverse macroeconomic, public health, or geopolitical developments may also reduce market confidence in Bitcoin, shift investor preferences toward less volatile assets, and impair our access to capital or other financial markets, potentially increasing our cost of capital. Any of these events could have a material adverse effect on our business, operations, financial results, and the value of the bitcoin we mine.

Read in the 10-K filed Mar 2, 2026 ↗

ETH is a highly volatile asset. ETH is a highly volatile asset that has traded below $1,472 per ETH and above $4,821 per ETH on the Coinbase exchange in the calendar year 2025. Our ETH holdings significantly impact our financial results and the market price of our listed securities. Our ETH holdings could significantly affect our financial results and if we continue to increase our overall holdings of ETH in the future, they will have an even greater impact on our financial results and the market price of our listed securities. Our assets are concentrated in ETH. The vast majority of our assets are concentrated in our ETH holdings or other receipt ETH related tokens (i.e., LsETH, WeETH, etc.) from staking. The concentration of our assets in ETH limits our ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio of treasury assets. If there is a significant decrease in the price of ETH, we may experience a more pronounced impact on our financial condition than if we invested our cash in a more diverse portfolio of treasury assets. We primarily purchase ETH using proceeds from equity financings. Our ability to continue future purchases of ETH within our ETH Treasury Management strategy depends in significant part on our ability to continue raising capital to purchase ETH. If we are unable to obtain equity, equity-linked or debt financing on favorable terms or at all, we may not be able to successfully execute on our ETH Treasury Management strategy. Our ETH Treasury Management Strategy has not been tested over an extended period of time or under different market conditions. We are continually examining the risks and rewards of our strategy to acquire and hold ETH and to stake such ETH to generate staking rewards. This strategy has not been tested over an extended period of time or under different market conditions. For example, although we believe ETH has the potential to serve as a hedge against inflation in the long term, the short-term price of ETH declined in recent periods during which the inflation rate increased. If ETH prices were to decrease or our ETH Treasury Management strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted. Our ETH staking activities could result in “slashing risks” and loss of staked ETH. ETH staking exposes us to slashing risks, defined as a punitive mechanism built into the Ethereum network, designed to penalize validators and their delegators for misbehavior or failing to follow network rules, which could result in the loss of our staked ETH. Our ETH Treasury Management Strategy may result in partial or total loss of deployed principle. Our strategies may employ on-chain and off-chain trading, credit and investing both via on-team deployments as well as via external allocations. These may be ETH denominated, USD denominated, or other similar exposure types. As a result, we have a risk of loss of partial or the entirety of the deployed principal, typical of these aforementioned activities. We are subject to provider and counterparty risks, including risks relating to our custodians. Although we have implemented various measures that are designed to mitigate our counterparty risks, including by storing substantially all of the ETH and other ETH-related digital assets we own in custody accounts at U.S.-based, institutional-grade custodians and negotiating contractual arrangements intended to establish that our property interest in custodied ETH and other ETH-related digital assets are not subject to claims of our custodians’ creditors, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodially-held ETH and other ETH-related digital assets were nevertheless considered to be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership rights with respect to such ETH, or delaying or hindering our access to our ETH holdings or other ETH-related digital asset holdings, and this may ultimately result in the loss of the value related to some or all of such ETH and other ETH-related digital assets which could have a material adverse effect on our financial condition as well as the market price of our listed securities. The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of ETH. A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting in digital assets. Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation of our ETH or other ETH-related digital assets, nor have such events adversely impacted our access to our ETH or other ETH-related digital assets, they have, in the short-term, likely negatively impacted the adoption rate and use of ETH. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of ETH, limit the availability to us of financing collateralized by ETH, or create or expose additional counterparty risks. Changes in the accounting treatment of our ETH holdings or ETH-related digital assets holdings could have significant accounting impacts, including increasing the volatility of our results. We have adopted ASU 2023-08 as of January 1, 2025, which requires us to measure our ETH holdings at fair value in our statement of financial position, and to recognize unrealized gains and losses from changes in the fair value of our ETH in net income each reporting period beginning January 1, 2025. ASU 2023-08 also requires us to provide certain interim and annual disclosures with respect to our ETH holdings. Due to the volatility in the price of ETH, we expect the measurement at fair value to have a material impact on our financial results in future periods, increase the volatility of our financial results, and affect the carrying value of our ETH on our balance sheet. ASU 2023-08 could also have adverse tax consequences. In addition, on September 30, 2025, the Treasury and the IRS issued interim guidance (the “Interim Guidance”) which, in relevant part, clarifies that a corporation may disregard unrealized gains and losses on its digital asset holdings when computing adjusted financial statement income for purposes of determining whether it is subject to the 15% corporate minimum alternative tax under the Inflation Reduction Act. The Treasury and IRS intend to issue revised proposed regulations similar to this Interim Guidance. These impacts could in turn have a material adverse effect on our financial results and the market price of our listed securities. Additionally, our LsETH digital assets holdings as of December 31, 2025 are accounted for at cost-less-impairment. Significant declines in the price of LsETH have, and may in the future, result in material impairment within our financial results.

Read in the 10-K filed Mar 9, 2026 ↗

decreased user and investor confidence in ETH, including due to the various factors described herein; investment and trading activities, such as (i) trading activities of highly active retail and institutional users, speculators, and investors; (ii) actual or expected significant dispositions of ETH by large holders, including the expected liquidation of digital assets associated with entities that have filed for bankruptcy protection and the transfer and sale of ETH associated with significant hacks, seizures, or forfeitures; and (iii) actual or perceived manipulation of the spot or derivative markets for ETH or spot ETH exchange-traded products (“ETPs”); negative publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, ETH or the broader digital assets industry, for example, (i) public perception that ETH can be used as a vehicle to circumvent sanctions, including sanctions imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist activities, such as the purported use of digital assets by Hamas to fund its terrorist attack against Israel in October 2023; (ii) expected or pending civil, criminal, regulatory enforcement or other high profile actions against major participants in the ETH ecosystem; (iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding of FTX Trading and its affiliates; (iv) the actual or perceived environmental impact of ETH and related activities, including environmental concerns raised by private individuals, governmental and non-governmental organizations, and other actors related to the energy resources consumed in ETH related processes, and (v) changes in government regulations ; changes in consumer preferences and the perceived value or prospects of ETH; competition from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored characteristics, that are backed by governments, including the U.S. government, or reserves of fiat currencies, or that represent ownership or security interests in physical assets; a decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange for ETH purchase and sale transactions to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of ETH or adversely affect investor confidence in digital assets generally; developments relating to the ETH protocol that may impact (i) its security, speed, scalability, usability, or value, (b) failures to upgrade the protocol to adapt to security, technological, legal or other challenges, and (iii) changes to the ETH protocol that introduce software bugs, security risks or other elements that adversely affect ETH; disruptions, failures, unavailability, or interruptions in service of trading venues for ETH; the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, trading venues, lending platforms, investment funds, or other digital asset industry participants; regulatory, legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of ETH, or that adversely affect the operations of or otherwise prevent digital asset custodians, trading venues, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry; reductions in staking rewards of ETH, or increases in the costs associated with ETH staking, including increases in electricity costs and hardware and software used in staking, or new or enhanced regulation or taxation of ETH staking, which could further increase the costs associated with ETH staking, any of which may cause a decline in support for the Ethereum protocol; transaction congestion and fees associated with processing transactions of ETH or lengthened periods to exit ETH staking or other delays to unstaking or withdrawing ETH from staking protocols; ETH staking exposes us to slashing risks, defined as a punitive mechanism built into the Ethereum network, designed to penalize validators and their delegators for misbehavior or failing to follow network rules, which could result in the loss of our staked ETH; macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations; and developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the ETH blockchain becoming insecure or ineffective.

Read in the 10-K filed Mar 9, 2026 ↗

marketing environment. Decisions to collaborate or refrain from collaborating with certain parties may impact our brand image and, consequently, our financial performance. Our programs may not always reach consumers as intended, particularly given the wide range of generational, geographical, cultural, and socioeconomic characteristics and channels of communication used by our customers, and effective resource allocation across channels, including digital, is critical. Additionally, factors such as operating costs, competitor strategies, and inflation may affect our pricing decisions, which could impact demand. For example, there is no guarantee future cost increases will be absorbed by customers. If our marketing or pricing strategies underperform relative to competitors, our sales and market share could decline. Likewise, if we do not continuously strengthen our capabilities in marketing, data analytics (including artificial intelligence and machine learning) and innovation to understand and maintain or grow consumer interest, brand loyalty, and market share while strategically expanding into other profitable categories of the commercial beverage industry, our business could be negatively affected.

Read in the 10-K filed Nov 14, 2025 ↗

Our growth depends in part on our ability to open new stores and operate them profitably within projected timelines. Store development costs have risen due to construction labor inflation and increased material and equipment expenses. Each new store involves substantial startup costs and a ramp-up period during which profitability may be delayed as we train partners and build a customer base. If we fail to attract sufficient customers or offset higher startup costs, new stores may underperform relative to existing ones.

Read in the 10-K filed Nov 14, 2025 ↗

As a retailer reliant on discretionary spending, our financial results are sensitive to macroeconomic conditions. A prolonged downturn or slow recovery may reduce consumer spending, leading to lower demand or shifts to lower-priced products. Factors such as job loss, inflation, interest rate changes, taxation, credit access, public health crises, trade disputes, and geopolitical instability can all impact consumer behavior, including spending and routines, potentially affecting demand for our products. Reduced customer traffic or transaction value without corresponding cost reductions could pressure margins. If economic uncertainty persists, consumers may adopt lasting changes in spending habits, potentially affecting our sales, profitability, and growth plans.

Read in the 10-K filed Nov 14, 2025 ↗

Raw materials, components and certain purchased finished goods can exhibit price and demand cyclicality, including as a result of tariffs, other trade protection measures, inflationary factors and supply chain inefficiencies. Starting in the first quarter of 2025, the United States government announced additional tariffs on goods imported into the U.S. from numerous countries and multiple nations countered with reciprocal tariffs and other actions in response. While Snap-on is relatively advantaged in the tariff environment, generally manufacturing products in the markets where they are sold, the company’s costs can be affected by trade policies. Unexpected variability associated with these and other factors has resulted, and in the future could result, in an increase in product costs and require Snap-on to increase prices or reduce costs to maintain margins.

Read in the 10-K filed Feb 12, 2026 ↗

▪shortages of or delays in obtaining equipment, materials, supplies, commodities or labor, which have been and may continue to be exacerbated by supply chain and gas transportation capacity constraints, tight labor markets, and cost increases due to inflation, tariffs or otherwise, that may not be recoverable in a timely manner or at all

Read in the 10-K filed Feb 26, 2026 ↗

Indebtedness, credit ratings, interest rate fluctuations, and credit market disruptions or volatility

Read in the 10-K filed Apr 22, 2026 ↗

generate sufficient cash flow from operations to meet all our debt service requirements, return value to stockholders such as through payment of dividends or repurchases of shares of our common stock, achieve or maintain our target comparable net leverage ratio, and fund our general corporate and capital requirements. Interest rate fluctuations and credit market disruption or volatility may also impact our consumers, Customers, and/or suppliers which could, in turn, adversely effect our business, liquidity, financial condition, and/or results of operations.

Read in the 10-K filed Apr 22, 2026 ↗

changes in the level of interest rates and inflation, monetary policies of governments, trade restrictions, and fiat currency devaluations;

Read in the 10-K filed Feb 27, 2026 ↗

Investors’ expectations with respect to interest rates, the rates of inflation of fiat currencies or SUI, and Digital Asset Trading Platform rates;

Read in the 10-K filed Feb 27, 2026 ↗

things, regional conflicts or commodity inflation), as well as disruptions and government intervention in national economies

Read in the 10-K filed Feb 27, 2026 ↗

Through Transmissive, we are developing a proprietary produced water desalination technology and advancing the beneficial reuse process. Development of a produced water treatment facility requires substantial capital and may result in total project costs exceeding initial estimates due to inflation, supply chain constraints, labor and equipment availability, design changes, regulatory requirements or technical challenges. Delays in permitting, produced water sourcing, waste disposal arrangements, construction or commissioning could defer or reduce expected cash flows and impair the anticipated return on our investment. Actual throughput, pricing, operating costs and utilization may also differ from forecasts because they depend on competing treatment or disposal options, and changes in environmental or water‑handling regulations. As a result, Transmissive may fail to achieve targeted returns or require additional unplanned capital, which could lead to impairments of invested capital and have a material adverse effect on our business, financial condition, results of operations and liquidity.

Read in the 10-K filed Feb 18, 2026 ↗

the recent resolution of a March 2023 civil enforcement action brought by the U.S. Securities and Exchange Commission that had been pending in the Southern District of New York (the “SEC Action”). Among other claims, the SEC Action had alleged that certain contests, giveaways, and secondary market trading involving TRX tokens in 2018 and 2019 constituted unregistered securities offerings under the law. In February 2025, the SEC Action was stayed by the Court at the request of the parties. On March 9, 2026, pursuant to a global agreement to resolve the matter, the Court entered final judgment which, among other things, dismissed with prejudice the unregistered securities offerings claims concerning TRX tokens; transaction congestion and fees associated with processing transactions on the TRON network; macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations; developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the TRON blockchain becoming insecure or ineffective; and changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, the adverse impacts attributable to the current conflict between Russia and Ukraine and the economic sanctions adopted in response to the conflict, and the broadening of the Israel-Hamas conflict to other countries in the Middle East.

Read in the 10-K filed Mar 25, 2026 ↗

Moreover, TRX tokens may be “staked” on various platforms, including centralized cryptocurrency exchanges, or directly on decentralized platforms. “Staking” is a crypto-related process that allows network participants to earn rewards by locking their tokens in wallets. The TRX tokens in the Treasury Wallet are currently “staked” on JustLend, a decentralized finance (DeFi) protocol, in exchange for Staked TRX (sTRX) tokens. sTRX token is a derivative token that represents the “staked” TRX tokens, which can automatically generate yield for the token holders. For the avoidance of doubt, the sTRX token does not generate discrete staking rewards. Instead, the economic benefit of staking is reflected through a floating conversion rate between TRX and sTRX, which increases over time based on accrued protocol rewards. While “staking” can generate yields and rewards, there are inherent risks such as (i) smart contract risk – any vulnerabilities of the smart contract may potentially lead to loss of funds, and the redemption of “staked” tokens which is governed by smart contract may be modified by the operator; (ii) interest rate fluctuations – rates can change rapidly based on market conditions, and therefore the amount of yields or rewards is not guaranteed; and (iii) liquidity risk – it may take days or even weeks to release TRX tokens from “staking”. Other than yields and rewards generated from “staking” of the TRX tokens, the TRX token itself does not pay interest or other returns and we can only generate cash from our TRX token holdings if we sell our TRX tokens or implement strategies to create income streams or otherwise generate cash by using our TRX token holdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our TRX token holdings, and any such strategies may subject us to additional risks.

Read in the 10-K filed Mar 25, 2026 ↗

Our performance is subject to economic conditions and their impact on levels of discretionary consumer spending. Some of the factors that have an impact on discretionary consumer spending include general economic conditions, unemployment, consumer debt, reductions in net worth, residential real estate and mortgage markets, taxation, energy prices, interest rates, consumer confidence, tariffs, and other macroeconomic factors. A deterioration of general macroeconomic conditions, including slower growth or recession,

Read in the 10-K filed Feb 13, 2026 ↗

Our $700 million, 1.65% senior notes ("2026 Notes") mature on September 1, 2026. Market interest rates have increased significantly since the 2026 Notes were issued in 2021. We expect that we will refinance the 2026 Notes at significantly higher interest rates which will significantly increase our interest expense thereby decreasing our net income attributable to UHS.

Read in the 10-K filed Feb 25, 2026 ↗

Any insurance we carry reflects deductibles, self-insured retentions, limits of liability, and similar provisions that we believe are prudent based on our operations. To offset negative insurance market trends, we may elect to self-insure, accept higher insurance deductibles, or reduce the amount of insurance coverage in response to market changes. Additionally, we self-insure a portion of expected losses under our workers’ compensation, general liability, Texas non-subscription plan, and group health insurance programs. We currently self-insure a portion of our commercial insurance deductible risk through our captive insurance company. To the extent that our captive insurance company is unable to bear the insured risk, we may be required to fund additional capital to our captive insurance company or to bear the loss. We use the services of independent actuaries for loss adjustment expense reserve analyses for the aforementioned lines of insurance. Liabilities associated with these lines of insurance are based on actual claim data and estimates of incurred but not reported claims developed using actuarial methodologies, and may be based on historical claim trends, industry factors, claim development, as well as other actuarial assumptions. Unanticipated changes in any applicable actuarial assumptions and management estimates underlying our recorded liabilities for these losses, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency of insurance carriers, and changes in discount rates could result in materially different expenses than expected under these programs, which could have a material adverse effect on our results of operations and financial condition.

Read in the 10-K filed Mar 26, 2026 ↗

Solana’s current protocol distributes rewards to validators based on a declining inflation model. This model reduces the total amount of Solana rewards available to distribute to validators by 15% each year until it reaches a long-term rate of 1.5%. A significant reduction in validator reward yield could negatively impact our business and results of operations.

Read in the 10-K filed Sep 17, 2026 ↗

Uncertainty in the macroeconomic environment, including heightened interest rates and uncertainty regarding future interest rates, have and may continue to negatively affect us.

Read in the 10-K filed Feb 25, 2026 ↗

Changes in foreign currency rates, interest rate risks, the value of our investment portfolio, and inflation affect our results

Read in the 10-K filed Feb 13, 2026 ↗

investments in cash equivalents and debt securities, and fluctuations in interest rates, among other factors, could materially

Read in the 10-K filed Feb 13, 2026 ↗

negatively affect the value of this investment portfolio. In addition, systemic economic downturns, as well as inflationary

Read in the 10-K filed Feb 13, 2026 ↗

We rely heavily on our managers, tenants and borrowers and on their ability to perform their obligations to us, regardless of whether our relationship is structured as a management agreement, lease or loan. We have limited control over the success or failure of their businesses. At any time, our managers, tenants or borrowers may experience a weakening in their overall financial or operating condition as a result of deteriorating operating performance or trends affecting their businesses and industries in which they operate. See also “—Macroeconomic trends, including trends relating to labor costs, unemployment, inflation, interest rates and exchange rates, may affect our business and financial results,” “—To the extent that we or our managers, tenants and borrowers are unable to navigate successfully the trends affecting our or their businesses and the industries in which we or they operate, we may be adversely affected” and “—Changes in the U.S. political and regulatory environment could affect availability of government funding that we or our managers, tenants or borrowers rely on, which could negatively impact our business.”

Read in the 10-K filed Feb 6, 2026 ↗

In addition, in certain of the Company’s businesses demand depends on customers’ capital spending budgets, government funding policies and interest rates, and matters of public policy and government budget, fiscal and monetary dynamics as well as product and economic cycles can affect the spending decisions of these entities. Demand for the Company’s products and services is also sensitive to changes in customer order patterns, which may be affected by announced price changes, marketing or promotional programs, new product introductions, the

Read in the 10-K filed Feb 23, 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 ↗

Further, Williams has invested in several power innovation projects and continues to evaluate power innovation projects related to data center growth. Additional risks associated with identifying, evaluating, and executing on power innovation projects may include accurately predicting future power needs of data centers due to rapidly changing technology and market dynamics, which could result in underutilized or stranded assets; managing the potential power demand; obtaining or constructing power generation sources, including sourcing turbines and batteries and maintaining other transmission capabilities to meet potential load growth from any data center customer; financing the capital investment needed to build and maintain the necessary infrastructure to support data center development; managing community opposition; managing the possible environmental impact of power innovation projects, and evaluating and complying with evolving regulations related to data center development. Risks associated with construction are similar to those described above for other capital projects, including obtaining long-lead specialized equipment and materials, such that projects are completed, on time or at all, and the risk that construction cost overruns, including due to inflation or the imposition of tariffs on foreign-made materials and goods necessary to conduct business, could cause total project costs to exceed budgeted costs. Williams’ behind the meter power generation projects require the constant, reliable production of electricity, which if not met, may result in contractual penalties and reputational damage, among other consequences. If realized, any of these risks could have an adverse impact on Williams’ financial condition, results of operations, including the possible impairment of assets, or cash flows.

Read in the 10-K filed Feb 24, 2026 ↗

Adverse economic factors, including recessions, inflation, periods of high unemployment, the impact of tariffs or lower economic activity could result in the sale of fewer policies than expected or an increase in frequency or severity of claims and premium defaults or both, which, in turn, could affect our growth and profitability.

Read in the 10-K filed Feb 27, 2026 ↗

Numerous factors, such as business revenue, economic conditions, the impact of tariffs, the volatility and strength of the capital markets and inflation can affect the business and economic environment. These same factors affect our ability to generate revenue and profits. In an economic downturn that is characterized by higher unemployment, declining spending and reduced corporate revenues, the demand for insurance products is generally adversely affected, which directly affects our premium levels and profitability. Negative economic factors may also affect our ability to receive the appropriate rate for the risk we insure with our policyholders and may adversely affect the number of policies we can write, including with respect to our opportunities to underwrite profitable business. In an economic downturn, customers may have less need for insurance coverage, cancel existing insurance policies, modify their coverage or not renew the policies they hold. Existing policyholders may exaggerate or even falsify claims to obtain higher claims payments. These outcomes would reduce our underwriting profit to the extent these factors are not reflected in the rates we charge.

Read in the 10-K filed Feb 27, 2026 ↗

Our approach to risk management relies on subjective variables that entail significant uncertainties. For example, we consider estimates of probability of exceedance and deterministic scenarios for certain events that are generated by computer-run models. In addition, we use historical data and scenarios, among other factors, to analyze and manage credit and interest rate risks in our investment portfolio. It is possible that actual events could give rise to losses materially different to those estimated by these models.

Read in the 10-K filed Feb 27, 2026 ↗

Revenue generated by our loan products such as Square Loans, as well as Cash App Borrow, and our BNPL products depends on our ability to recoup the loan amount and to effectively manage risk. Square Loans is our commercial lending program. Cash App Borrow is a consumer credit product, allowing our Cash App customers access to short-term loans for a fee. Our BNPL products facilitate commerce between retail merchants and consumers by allowing retail merchant clients to offer their customers the ability to buy goods and services on a BNPL basis. Our loan products are generally unsecured obligations of our borrowers. To the extent a seller breaches a contractual obligation, such as the requirement to make minimum payments or other breach, the seller would be liable for an accelerated business loan repayment, and our recourse is generally to the business and not to any individual or other asset. Although we rely on technology to assess repayment capability for our loan products, there can be no guarantee that such assessment processes will accurately predict repayments. If our underwriting processes fail to adequately capture risks or otherwise miscalculate repayment ability, we may experience higher levels of delinquencies, default and credit losses. As we expand into new products, customer segments, and geographies, including offering existing products to borrowers on different repayment terms or expanding product eligibility, or as inflation, economic downturns, or market volatility increases repayment failures, our ability to appropriately evaluate and manage credit risk may be further challenged, and we may experience higher levels of delinquencies or defaults than we have historically experienced, which could negatively impact our business, results of operations, and financial condition.

Read in the 10-K filed Feb 26, 2026 ↗

As of December 31, 2025, our total outstanding short-term borrowings and long-term debt was approximately $12.0 billion. Subject to the limits contained in the agreements governing our outstanding indebtedness, we may incur additional debt from time to time, which would increase the risks related to our level of indebtedness. Our level of indebtedness could have important potential consequences, including, but not limited to: increasing our vulnerability to, and reducing our flexibility to plan for and respond to, adverse economic and industry conditions and changes in our business and the competitive environment; requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, indebtedness, thereby reducing or eliminating the availability of such cash flow to fund working capital, capital expenditures, acquisitions, dividends, share repurchases or other corporate purposes; increasing our vulnerability to a downgrade of our credit rating, which could adversely affect our cost of funds, liquidity and access to capital markets; restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; placing us at a disadvantage compared to other less leveraged competitors or competitors with comparable debt at more favorable interest rates; increasing our exposure to the risk of increased interest rates insofar as current and future borrowings are subject to variable rates of interest or we are forced to refinance indebtedness at higher interest rates, which risks are heightened by the current elevated interest rate environment; increasing our exposure to the risk of discontinuance, replacement or modification of certain reference rates; limiting our ability to repay, refinance or satisfy our existing debt obligations, as well as to borrow additional funds in the future and increasing the cost of any such borrowing; imposing restrictive covenants on our operations due to the terms of our indebtedness, which, if not complied with, could result in an event of default, which if not cured or waived, could result in the acceleration of the applicable debt or the acceleration of any other debt to which a cross-acceleration or cross-default provision applies; and increasing our exposure to risks related to fluctuations in foreign currency as we earn profits in a variety of currencies around the world and our debt is primarily denominated in U.S. dollars.

Read in the 10-K filed Feb 20, 2026 ↗