--- ticker: ENTG company: Entegris Inc. filing_type: 10-K year_current: 2026 year_prior: 2025 risks_added: 2 risks_removed: 2 risks_modified: 10 risks_unchanged: 18 source: SEC EDGAR url: https://riskdiff.com/entg/2026-vs-2025/ markdown_url: https://riskdiff.com/entg/2026-vs-2025/index.md generated: 2026-05-10 --- # Entegris Inc.: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-05-10 > All data extracted directly from official filings. No hallucinated content. > **[AI-Generated Summary]** The paragraph below was produced by a language > model and may contain errors. All other content on this page is deterministically > extracted from the original SEC filing. > Entegris replaced a broad tariff risk with a more operationally specific disclosure addressing how current U.S. and international trade actions directly impact import/export costs and pricing strategy. The company added a new AI risk factor covering compliance, accuracy, intellectual property, and competitive positioning concerns, reflecting emerging operational dependencies. Ten substantive modifications to existing risks, including technology innovation and export control disclosures, suggest Entegris refined risk language to address evolving business challenges while reducing overlap between tariff and trade-related disclosures. --- ## Summary | Status | Count | |--------|-------| | New risks added | 2 | | Risks removed | 2 | | Risks modified | 10 | | Unchanged | 18 | --- ## New in Current Filing: Recent tariffs and other trade actions taken by the U.S. and other countries where we do business have increased, and may continue to increase, our import and export costs, requiring us, in certain situations, to increase our prices, add a surcharge or find alternative suppliers which, in turn, may harm our relationships with customers, reduce demand for our products and decrease our profitability. In recent years, including during 2025, the U.S. government has imposed tariffs and implemented other trade actions affecting products and materials imported into the U.S. In response to these tariffs and other changes in U.S. trade policy, several countries, including China, have threatened or imposed retaliatory tariffs on U.S. exports. The continuing imposition of tariffs by the U.S. and others may also give rise to further escalations of protectionist and retaliatory trade measures. Tariffs and related trade measures may be expanded, modified or restructured, and exemptions or exclusions may be limited or unavailable, which could further increase costs or disrupt supply chains. These tariffs and other trade measures could have a material adverse effect on our business, results of operations, or financial condition. Our business and operating results are heavily dependent on international trade. We import raw materials and finished goods into the U.S. and we export products from the U.S. to our customers throughout the world, including those in China. Because of the recent tariffs and other trade restrictions, we have experienced increased and additional costs with respect to our import and export of such materials, finished goods, and products, and we may continue to experience these costs. In turn, we may be required to increase the prices of our products or add surcharges, which may reduce demand and harm our relationships with our customers. If we do not, or are unable to, increase prices or add surcharges without reducing demand, we may experience reduced profitability. Furthermore, retaliatory tariffs imposed by countries where we have significant sales, like China, could cause our customers to source products from local and non-U.S. competitors, which could further reduce demand for, and the overall competitiveness of, our products and decrease our market share. Additionally, we may be required to source our materials from alternative suppliers which could significantly increase our costs, lead to significant delays, and result in reliability or quality issues, all of which could harm our reputation and decrease demand for our products. 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 negotiations and overall relationships between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets. --- ## New in Current Filing: As we incorporate AI capabilities into our operations, we may be subject to various risks, including compliance risks, the potential for AI to produce inaccurate results, intellectual property and cybersecurity risks, and the risk that we are unable to use AI as successfully as our competitors, which may result in legal liability, reputational damage and other harm to our business. 21 21 21 Table of Contents Table of Contents AI technology is complex and rapidly evolving, as are the operational, competitive, legal and regulatory environments in which it exists. We are increasingly incorporating AI capabilities into our business operations and our ways of working, which can be both challenging and costly. For example, we may experience difficulty in effectively using, or be unable to use, AI in a manner that benefits our business operations, enhances our efficiency and enables us to improve our products and services more rapidly. AI algorithms or training methodologies may also be flawed, and datasets may contain irrelevant, insufficient or biased information, which can cause errors in outputs. This may give rise to legal liability, reputational damage and other adverse effects. Our business may be further negatively impacted if our competitors are more successful than we are in executing their AI strategies and developing superior products and services with the aid of AI technology. In addition, the use of AI in the development of our products and services could cause the loss of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity. Countries may also adopt laws and regulations related to AI that could cause us to incur greater compliance costs or limit the use of AI in our business. Any failure or perceived failure by us to comply with such legal or regulatory requirements could subject us to legal liabilities, damage our reputation, or otherwise have a material and adverse impact on our business. --- ## No Match in Current: Our revenues and operating results have fluctuated in the past and may do so in the future, which could impact our stock price. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Our revenues and operating results may fluctuate significantly from quarter-to-quarter or year-to-year due to a number of factors, many of which are outside our control. A lower volume of sales can have a large and disproportionate impact on our profitability. For example, to remain competitive in the semiconductor industry, we have in the past, and will likely in the future, maintain or increase our ER&D activity and invest in our infrastructure, even during downturns and periods of slower demand. Additionally, if we do not, or are unable to, adequately anticipate changes in our business environment, we may lack the infrastructure, manufacturing capacity and resources to scale up our business to meet customer expectations and compete successfully during a period of growth. Conversely, we may expand our capacity too rapidly, resulting in excess fixed costs and lower profitability. Because some of our expenses are fixed in the short term, a change in the timing of revenue or the amount of profit we generate from a small number of transactions can unfavorably affect operating results in a particular period. Factors that may cause our financial results to fluctuate unpredictably include: •legal, tax, accounting or regulatory changes (including changes in import/export regulations and tariffs, such as regulations imposed by the U.S. government restricting exports to China) or changes in the interpretation or enforcement of existing requirements; •trends in the semiconductor industry, macroeconomic and market conditions and geopolitical uncertainty, including impacts caused by the Russian invasion of Ukraine, the war between Israel and Hamas, conflict and resulting political instability in the Middle East or bank failures; •customer considerations, including the size and timing of customer orders, customers' decisions to accelerate, decelerate or delay shipments, customers' decisions on how to manage their inventory, customers' rate of replacement of our consumable products or their decisions to delay expansion projects, and the consolidation of our customers, which may impact their future purchasing decisions; •procurement shortages, increased prices, the failure of suppliers to perform their obligations and additional expenses we may incur to respond promptly to mitigate any supply shortages or other supplier problems; •changes in our capital expenditure requirements, such as our new facilities in Taiwan and Colorado, and the schedule and timing, including potential delays, thereof; •unanticipated manufacturing difficulties; •changes in average selling prices, customer mix and product mix; •our ability to develop, introduce and market new, enhanced and competitive products in a timely and cost-effective manner; •our competitors' introduction of new products; •disruptions in transportation, communication, demand, information technology ("IT") or supply resulting from factors outside of our control, including strikes, acts of God, wars, terrorist activities, international conflict and natural or man-made disasters; and 17 17 17 Table of Contents Table of Contents •foreign currency exchange rate fluctuations. --- ## No Match in Current: Tariffs, additional taxes, and other protectionist measures resulting from international trade disputes, strained international relations and changes to foreign and national security policy could increase our procurement and manufacturing costs, reduce the competitiveness or availability of our products and have other adverse effects on our operations. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Tariffs, additional taxes, trade barriers and other measures may increase raw material and manufacturing costs, decrease margins, affect customer ordering patterns, reduce the competitiveness of our products or inhibit our ability to sell products or purchase necessary equipment and supplies, any of which could have a material adverse effect on our business, results of operations or financial condition. While significant attention has been paid to protectionist actions between the U.S. and China in recent years, some of which have impacted certain raw materials we use, it is anticipated that the U.S. will employ tariffs and other countermeasures broadly in pursuit of its political and economic strategies and that other countries may take similar or related actions. --- ## Modified: If we are unable to anticipate and respond to rapid technological change and customer requirements by continuing to innovate and introduce new and enhanced products and solutions, we may experience a loss of market share, decreased sales, revenue, profitability and damage to our reputation. **Key changes:** - Reworded sentence: "The semiconductor industry is subject to rapid technological change, changing customer requirements and frequent new product introductions." - Reworded sentence: "In the past, we incurred significant impairment charges for capital expenditures related to developing the capability to manufacture shippers and FOUPs for 450 millimeter wafers, which major semiconductor manufacturers announced that they would not initiate manufacturing for the foreseeable future, and for other projects that failed to find commercial viability." - Reworded sentence: "Developing new products or enhancing existing products is complex, costly and uncertain, and, if a new product is adopted by our customers, we must ramp manufacturing quickly, while also managing costs." **Prior (2025):** We operate in the semiconductor industry, which is subject to rapid technological change, changing customer requirements and frequent new product introductions. In our industry, the first company to introduce an innovative product that addresses an identified market need will often have a significant advantage over competing products. Following development, it may take several years for sales of a new product to reach a substantial level, if ever. If a product concept does not progress beyond the development stage or only achieves limited acceptance in the marketplace, we may not receive a direct return on our expenditures, which may be significant, we may lose market share and our revenue, and profitability may decline. In the past, we incurred significant impairment charges for capital expenditures related to developing the capability to manufacture shippers and FOUPs for 450 millimeter wafers, which major semiconductor manufacturers announced that they would not initiate manufacturing for the foreseeable future. 20 20 20 Table of Contents Table of Contents We believe that our future success will depend upon our ability to continue to develop novel, mission-critical solutions to maximize our customers' manufacturing yields and enable higher performance semiconductor devices. A failure to successfully anticipate and respond to technological changes by developing, marketing and manufacturing new products or enhancements to our existing products could harm our business prospects, limit our market share, result in unanticipated costs and significantly reduce our sales. The new products and technology we choose to develop and market may also not be successful. In addition, if new products have reliability or quality problems, we may experience reduced orders, higher manufacturing costs, delays in acceptance and payment, additional service and warranty expense and damage to our reputation. **Current (2026):** The semiconductor industry is subject to rapid technological change, changing customer requirements and frequent new product introductions. In our industry, the first company to introduce an innovative product that addresses an identified market need will often have a significant advantage over competing products. Following development, it may take several years for sales of a new product to reach a substantial level, if ever. If a product concept does not progress beyond the development stage or only achieves limited acceptance in the marketplace, we may not receive a direct return on our expenditures, which may be significant, we may lose market share and our revenue, and profitability may decline. In the past, we incurred significant impairment charges for capital expenditures related to developing the capability to manufacture shippers and FOUPs for 450 millimeter wafers, which major semiconductor manufacturers announced that they would not initiate manufacturing for the foreseeable future, and for other projects that failed to find commercial viability. We believe that our future success will depend upon our ability to continue to develop novel, mission-critical solutions to maximize our customers' manufacturing yields and enable higher performance semiconductor devices. A failure to successfully anticipate and respond to technological changes by developing, marketing and manufacturing new products or enhancements to our existing products could harm our business prospects, limit our market share, result in unanticipated costs and significantly reduce our sales. Developing new products or enhancing existing products is complex, costly and uncertain, and, if a new product is adopted by our customers, we must ramp manufacturing quickly, while also managing costs. In addition, our customers impose very high quality and reliability standards on our products, which often change and can be difficult and costly to achieve. A failure to satisfy these customer standards or to comply with industry, regulatory and technical requirements may 18 18 18 Table of Contents Table of Contents result in reduced orders, higher manufacturing costs, delays in acceptance and payment, additional service and warranty expense and damage to our reputation, which may adversely affect our revenue and results of operations. --- ## Modified: Risk Factor Summary **Key changes:** - Removed sentence: "•Variability of revenues and operating results." - Removed sentence: "•Regional and global instabilities and hostilities, including the ongoing conflicts between Ukraine and Russia, and between Israel and Hamas." - Reworded sentence: "•The need for continuing innovation and introduction of new products." - Added sentence: "•The impact of tariffs and a volatile trade environment." - Removed sentence: "•The impact of tariffs, additional taxes, and other protectionist measures." **Prior (2025):** Risks Related to Our Business and Industry •Fluctuations in demand for semiconductors and volume of semiconductor manufacturing. •Global economic uncertainty, including volatile financial markets, inflation, fluctuations in interest rates, economic recessions, and national debt and bank failures. •Variability of revenues and operating results. •Supply chain risks, including partial reliance on sole, single or limited source suppliers. •Challenges inherent in operating a global business, including managing complex political, legal, regulatory, and operational environments across the jurisdictions in which the Company operates. •Regional and global instabilities and hostilities, including the ongoing conflicts between Ukraine and Russia, and between Israel and Hamas. •The impact of export controls, economic sanctions and other similar restrictions. •Customer concentration. •Continuing innovation and introduction of new products. •Risks related to competition. •Manufacturing interruptions or delays and other operational disruptions. •Information technology ("IT") system failures, network disruptions, data breaches, and other cybersecurity threats. •The use of hazardous materials in our operations. •The impact of tariffs, additional taxes, and other protectionist measures. •Goodwill impairment. •Loss of key employees. •Our ability to obtain, protect, and enforce intellectual property rights. •Environmental, social, and governance commitments. Risks Related to Government Regulation •The impact of being subject to numerous rapidly evolving environmental laws and regulations across many jurisdictions. •Risks related to the regulatory environment, including compliance costs and being subject to potentially inconsistent or conflicting regulations. •Changes in taxation or adverse tax rulings. •The impact of government incentives, including added operational complexity and competition. 15 15 15 Table of Contents Table of Contents Risks Related to Our Indebtedness •The impact of our indebtedness, including our ability to obtain future financing. •Risks related to our ability to generate sufficient cash to service our indebtedness. •Restrictions on our operations as a result of the terms of the Amended Credit Agreement (as defined below) and the Indentures (as defined below). Risks Related to Owning our Common Stock •The volatility of the price of our common stock. •Changes in capital allocation strategy. •Provisions in our charter documents and Delaware law may delay or prevent us from being acquired. General Risks •Significant competition. •Our ability to successfully acquire or integrate other businesses, form joint ventures, or divest businesses. •The impact of climate change, including changes in market dynamics and stakeholder expectations, and unexpected operational disruptions. **Current (2026):** Risks Related to Our Business and Industry •Fluctuations in demand for semiconductors and volume of semiconductor manufacturing. •Global economic uncertainty, including volatile financial markets, inflation, fluctuations in interest rates, economic recessions, and national debt and bank failures. •Supply chain risks, including partial reliance on sole, single or limited source suppliers. •Challenges inherent in operating a global business, including managing complex political, legal, regulatory, and operational environments across the jurisdictions in which the Company operates. •The impact of export controls, economic sanctions and other similar restrictions. •Customer concentration. •The need for continuing innovation and introduction of new products. •Manufacturing interruptions or delays and other operational disruptions. •Information technology ("IT") system failures, network disruptions, data breaches, and other cybersecurity threats. •The impact of tariffs and a volatile trade environment. •The use of hazardous materials in our operations. •Goodwill impairment. •Loss of key employees. •Our ability to obtain, protect, and enforce intellectual property rights. •Our use, and our competitors' use, of AI •Environmental, social, and governance commitments. Risks Related to Government Regulation •The impact of being subject to numerous rapidly evolving environmental laws and regulations across many jurisdictions. •Risks related to the regulatory environment, including compliance costs and being subject to potentially inconsistent or conflicting regulations. •Changes in taxation or adverse tax rulings. •The impact of government incentives, including added operational complexity and competition. Risks Related to Our Indebtedness •The impact of our indebtedness, including our ability to obtain future financing. •Risks related to our ability to generate sufficient cash to service our indebtedness. •Restrictions on our operations as a result of the terms of the Amended Credit Agreement (as defined below) and the Indentures (as defined below). Risks Related to Owning Our Common Stock •The volatility of the price of our common stock. •Changes in capital allocation strategy. •Provisions in our charter documents and Delaware law may delay or prevent us from being acquired. 13 13 13 Table of Contents Table of Contents General Risks •Significant competition. •Our ability to successfully acquire or integrate other businesses, form joint ventures, or divest businesses. •The impact of climate change, including changes in market dynamics and stakeholder expectations, and unexpected operational disruptions. --- ## Modified: Export controls, economic sanctions, and other similar restrictions may limit our ability to sell our products to certain customers, require us to obtain governmental licenses, put the Company at a competitive disadvantage both domestically and internationally and expose us to additional legal liability, all of which could harm our business and financial condition. **Key changes:** - Reworded sentence: "government and/or other governments before delivering the controlled item or service." - Added sentence: "Even where a license is ultimately granted, the licensing process may result in extended delivery timelines, increased administrative burden, and customer uncertainty, any of which could cause customers to delay, reduce, or cancel orders, shift purchases to competitors, or redesign processes around non-U.S." - Added sentence: "In addition, export controls and sanctions regimes are dynamic and may be expanded to cover additional products, technology, end uses, end users, or jurisdictions (including through restrictions applicable to non-U.S." - Added sentence: "persons or foreign subsidiaries), which could further limit our ability to sell or support products and services in certain markets." - Reworded sentence: "Although we maintain an export and trade control compliance program, it may not be fully effective or may be circumvented, exposing us to legal liabilities." **Prior (2025):** We are subject to export control and economic sanctions laws and regulations that restrict the delivery of some of our products and services to certain countries (and nationals thereof), to certain end users, and for certain end uses. These restrictions may prohibit the sale of certain of our products, services and technologies, and they may require us to obtain a license from the U.S. government before delivering the controlled item or service. Obtaining export licenses may be difficult, costly and time-consuming, and we may fail to receive licenses that we apply for on a timely basis or at all. We must also comply with export control and economic sanctions laws and regulations imposed by other countries. Our export and trade control compliance program may be ineffective or circumvented, exposing us to legal liabilities. Compliance with these laws could significantly 19 19 19 Table of Contents Table of Contents limit our sales in the future. Changes in, and responses to, U.S. trade controls could reduce the competitiveness of our products and cause our sales to decline, which could have a material adverse effect on our business, financial condition and results of operations. Over the last several years, the U.S. government has significantly expanded export controls on certain technologies and commodities to certain markets, particularly with respect to semiconductor and other high technology exports to China, a market which represented approximately 21% of our sales in 2024. These and other regulations have reduced our ability to sell our products to customers in China and it is possible future regulation could further reduce demand for our products. As a result of these restrictive measures, certain of our customers have made efforts to source products domestically in order to mitigate perceived risks to their supply chain. Furthermore, these restrictive measures have incentivized Chinese domestic semiconductor companies to work more closely with local Chinese companies and companies headquartered outside of the United States in an effort to enable these companies to enhance the technology-level and quality of their products and, as a result, to better compete with our products. We may be unable to continue to compete favorably against these local and foreign competitors. If these efforts are successful, are widespread amongst our customers and expand to our products and solutions broadly, overall global demand for our products may be reduced, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, government authorities may take retaliatory actions, impose conditions that require the use of local suppliers or partnerships with local companies, increase tariff and other customs costs or require the license or other transfer of intellectual property, which could have a significant adverse impact on our business. **Current (2026):** We are subject to export control and economic sanctions laws and regulations that restrict the delivery of some of our products and services to certain countries (and nationals thereof), to certain end users, and for certain end uses. These restrictions may prohibit the sale of certain of our products, services and technologies, and they may require us to obtain a license from the U.S. government and/or other governments before delivering the controlled item or service. Obtaining export licenses may be difficult, costly and time-consuming, and we may fail to receive licenses that we apply for on a timely basis or at all. Even where a license is ultimately granted, the licensing process may result in extended delivery timelines, increased administrative burden, and customer uncertainty, any of which could cause customers to delay, reduce, or cancel orders, shift purchases to competitors, or redesign processes around non-U.S. alternatives. In addition, export controls and sanctions regimes are dynamic and may be expanded to cover additional products, technology, end uses, end users, or jurisdictions (including through restrictions applicable to non-U.S. persons or foreign subsidiaries), which could further limit our ability to sell or support products and services in certain markets. We must also comply with export control and economic sanctions laws and regulations imposed by other countries. Although we maintain an export and trade control compliance program, it may not be fully effective or may be circumvented, exposing us to legal liabilities. Compliance with these laws could significantly limit our sales in the future. Changes in, or responses to, U.S. or other countries' trade controls could reduce the competitiveness of our products and cause our sales to decline, which could have a material adverse effect on our business, financial condition and results of operations. Over the last several years, the U.S. and other governments have significantly expanded export controls on certain technologies and commodities to certain markets, particularly with respect to semiconductor and other high technology exports to China, a market which represented approximately 21% of our sales in 2025. These and other regulations have reduced our ability to sell our products to customers in China and it is possible future regulation could further reduce demand for our products. As a result of these restrictive measures, certain of our customers have made efforts to source products domestically in order to mitigate perceived risks to their supply chain. Furthermore, these restrictive measures have incentivized Chinese domestic semiconductor companies to work more closely with local Chinese companies and companies headquartered outside of the U.S. in an effort to enable these companies to enhance the technology-level and quality of their products and, as a result, to better compete with our products. We may be unable to continue to compete favorably against these local and foreign competitors. If these efforts are successful, are widespread amongst our customers and expand to our products and solutions broadly, overall global demand for our products may be reduced, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, government authorities may take retaliatory actions, impose conditions that require the use of local suppliers or partnerships with local companies, increase tariff and other customs costs, impose export restrictions on raw materials and components, such as the restrictions imposed on critical materials and minerals by China in 2025, or require the license or other transfer of intellectual property, which could have a significant adverse impact on our business. These measures could also increase our costs (including logistics, compliance, and supplier qualification costs), disrupt our sourcing and manufacturing plans, and adversely affect our ability to meet customer requirements or contractual commitments. 17 17 17 Table of Contents Table of Contents --- ## Modified: We are subject to a variety of rapidly evolving environmental laws and regulations that could cause us to incur significant liabilities and expenses. **Key changes:** - Reworded sentence: "Further changes to, or our failure to comply with, these and similar regulations could (1) restrict our ability to expand, build or acquire new facilities, (2) require us to acquire costly control equipment, (3) cause us to incur expenses associated with remediation of contamination, (4) cause us to modify our product design, operations, manufacturing or shipping processes or (5) otherwise increase our cost of doing business, which may have a negative impact on our financial condition, results of operations and cash flows." - Reworded sentence: "New or modified regulations could require us to make substantial expenditures to enhance our environmental compliance efforts, or to reformulate our products or substitute raw materials or components with alternatives that may be more expensive, less readily available, or inferior in quality or performance." **Prior (2025):** The wide variety of federal, state, local and non-U.S. regulatory requirements relating to the design, manufacture, sale, shipping, import, export and use of our products, as well as the release, use, storage, treatment, transportation, discharge, disposal and remediation of, and human exposure to, hazardous chemicals, could result in future liabilities, remediation efforts or the suspension of production or shipment. These requirements are dynamic and have become stricter over time. These laws and regulations, among others, increase the complexity and costs of operating our facilities and manufacturing and transporting our products. Further changes to or our failure to comply with these and similar regulations could (1) restrict our ability to expand, build or acquire new facilities, (2) require us to acquire costly control equipment, (3) cause us to incur expenses associated with remediation of contamination, (4) cause us to modify our product design, operations or manufacturing or shipping processes or (5) otherwise increase our cost of doing business, which may have a negative impact on our financial condition, results of operations and cash flows. In addition, the potential adoption of new laws, rules or regulations related to climate change and the use or sale of PFAS-containing products poses risks, including subjecting us to future costs and liabilities, that could harm our results of operations or affect the way we conduct our businesses. For example, new or modified regulations could require us to make substantial expenditures to enhance our environmental compliance efforts. **Current (2026):** The wide variety of federal, state, local and non-U.S. regulatory requirements relating to the design, manufacture, sale, shipping, import, export and use of our products, as well as the release, use, storage, treatment, transportation, discharge, disposal and remediation of, and human exposure to, hazardous chemicals, could result in future liabilities, remediation efforts or the suspension of production or shipment. These requirements are dynamic and have become stricter over time. These laws and regulations, among others, increase the complexity and costs of operating our facilities and manufacturing and transporting our products. Further changes to, or our failure to comply with, these and similar regulations could (1) restrict our ability to expand, build or acquire new facilities, (2) require us to acquire costly control equipment, (3) cause us to incur expenses associated with remediation of contamination, (4) cause us to modify our product design, operations, manufacturing or shipping processes or (5) otherwise increase our cost of doing business, which may have a negative impact on our financial condition, results of operations and cash flows. In addition, the potential adoption of new laws, rules or regulations related to climate change and the use or sale of PFAS-containing products poses risks, including subjecting us to future costs and liabilities, that could harm our results of operations or affect the way we conduct our businesses. New or modified regulations could require us to make substantial expenditures to enhance our environmental compliance efforts, or to reformulate our products or substitute raw materials or components with alternatives that may be more expensive, less readily available, or inferior in quality or performance. Any such changes could increase our production costs, weaken our supply chain, or result in less competitive products and may require requalification by our customers, which could result in delays, loss of design wins, or customers transitioning to competing products.. 22 22 22 Table of Contents Table of Contents --- ## Modified: Climate change may have a long-term impact on our business, including by causing disruptions to our operations which may result in decreased revenue and cash flows. **Key changes:** - Added sentence: "In addition to physical risks, evolving climate-related and sustainability reporting regimes in jurisdictions where we operate (including state and international regimes) may increase compliance costs, require new data collection and assurance processes across our value chain and expose us to reputational harm or litigation if our disclosures, targets or progress are challenged." **Prior (2025):** There are inherent climate-related risks wherever our business is conducted. Changes in market dynamics, stakeholder expectations, local, national and international climate change policies, and the frequency and intensity of extreme weather events on critical infrastructure in the U.S. and abroad, all have the potential to disrupt our business and operations. Such events could result in a significant increase in our costs and expenses and harm our future revenue, cash flows and financial performance. Global climate change is resulting in, and may continue to result, in certain natural disasters and adverse weather events, such as drought, wildfires, severe storms, sea-level rise and flooding, occurring more frequently or with greater intensity, which could cause business disruptions and adverse impacts where we operate. **Current (2026):** There are inherent climate-related risks wherever our business is conducted. Changes in market dynamics, stakeholder expectations, local, national and international climate change policies, and the frequency and intensity of extreme weather events on critical infrastructure in the U.S. and abroad, all have the potential to disrupt our business and operations. Such events could result in a significant increase in our costs and expenses and harm our future revenue, cash flows and financial performance. In addition to physical risks, evolving climate-related and sustainability reporting regimes in jurisdictions where we operate (including state and international regimes) may increase compliance costs, require new data collection and assurance processes across our value chain and expose us to reputational harm or litigation if our disclosures, targets or progress are challenged. Global climate change is resulting in, and may continue to result, in certain natural disasters and adverse weather events, such as drought, wildfires, severe storms, sea-level rise and flooding, occurring more frequently or with greater intensity, which could cause business disruptions and adverse impacts where we operate. --- ## Modified: A significant portion of our sales is concentrated on a limited number of key customers, and our net sales and profitability may materially decline if we were to lose one or more of these customers. **Key changes:** - Reworded sentence: "Sales to a limited number of large customers constitute a significant portion of our overall revenue, shipments, cash flows, collections and profitability and our success is tied in part to their competitive position in their respective markets." - Added sentence: "Furthermore, we rely on independent distributors, in addition to our direct sales force, to market and sell certain of our products globally." - Added sentence: "If these distributors fail to devote sufficient resources to selling our products or are otherwise unsuccessful in doing so, our revenue and results of operations could be materially adversely affected." - Reworded sentence: "As a result, export regulations, the imposition of tariffs or other trends that apply to customers in certain countries, such as those in China, have exposed and may further expose our business and results of operations to greater volatility." **Prior (2025):** Sales to a limited number of large customers constitute a significant portion of our overall revenue, shipments, cash flows, collections and profitability. Our top ten customers accounted for 48%, 43% and 43% of our net sales in 2024, 2023 and 2022, respectively. We would have no or limited contractual recourse if our customers decided to stop buying and using our products in their manufacturing processes with limited advance notice to us. The cancellation, reduction or deferral of purchases of our products by any one of these customers could significantly reduce our revenues in any particular quarter. If we were to lose any of our significant customers, if our products are not specified for our significant customers' products or if we suffer a material reduction in their purchase orders, our revenue could decline and our business, financial condition and results of operations could be materially and adversely affected. Due to the long design and development cycle and lengthy customer product qualification periods required for most of our products, we may be unable to replace these customers quickly, if at all. In addition, our principal customers hold considerable purchasing power and may be able to negotiate sales terms that result in decreased pricing, increased costs, lower margins and/or limit our ability to share jointly-developed technology with others. The semiconductor industry may continue to undergo consolidation, and if any of our customers merge or are acquired, we may experience lower overall sales to, or lower profitability from sales to, the merged or combined companies. Our customer base is also geographically concentrated, particularly in Taiwan, Korea, Japan, China and the U.S. As a result, export regulations or other trends that apply to customers in certain countries, such as those in China, have exposed and may further expose our business and results of operations to greater volatility. The geographic concentration of our customer base could shift over time as a result of changes in technology and competitive landscape, as well as government policy and incentives to develop regional semiconductor industries. **Current (2026):** Sales to a limited number of large customers constitute a significant portion of our overall revenue, shipments, cash flows, collections and profitability and our success is tied in part to their competitive position in their respective markets. Our top ten customers accounted for 50%, 48% and 43% of our net sales in 2025, 2024 and 2023, respectively. Consolidation among semiconductor manufacturers, shifts in customer build plans, and evolving procurement strategies (including efforts to localize supply chains in response to export controls or trade policies) may increase these customers' bargaining power and result in pricing pressure, more restrictive commercial terms (including audit, cybersecurity, ESG, and flow-down requirements), longer payment cycles, or demands for dual sourcing or rapid qualification of alternative products. If we are unable to satisfy these requirements on commercially reasonable terms, we could lose design wins, experience reduced volumes, or incur additional costs, any of which could materially adversely affect our results of operations. Because we have limited or no contractual recourse if our customers decided to stop buying and using our products with limited advance notice, the cancellation, reduction or deferral of purchases of our products by any one of these customers could significantly reduce our revenues in any particular quarter. If we were to lose any of our significant customers, if our products are not specified for our significant customers' products, if our customers lose market share to competitors with whom we do not have as strong relationships or as favorable commercial terms, or if we suffer a material reduction in their purchase orders, our revenue could decline and our business, financial condition and results of operations could be materially and adversely affected. Due to the long design and development cycle and lengthy customer product qualification periods required for most of our products, we may be unable to replace these customers quickly, if at all. In addition, our principal customers hold considerable purchasing power and may be able to negotiate sales terms that result in decreased pricing, increased costs, lower margins and/or limit our ability to share jointly-developed technology with others. The semiconductor industry may continue to undergo consolidation, and if any of our customers merge or are acquired, we may experience lower overall sales to, or lower profitability from sales to, the merged or combined companies. Furthermore, we rely on independent distributors, in addition to our direct sales force, to market and sell certain of our products globally. If these distributors fail to devote sufficient resources to selling our products or are otherwise unsuccessful in doing so, our revenue and results of operations could be materially adversely affected. Our customer base is also geographically concentrated, particularly in Taiwan, Korea, Japan, China and the U.S. As a result, export regulations, the imposition of tariffs or other trends that apply to customers in certain countries, such as those in China, have exposed and may further expose our business and results of operations to greater volatility. The geographic concentration of our customer base could shift over time as a result of changes in technology and competitive landscape, as well as government policy and incentives to develop regional semiconductor industries. --- ## Modified: Because a significant amount of our sales and manufacturing activity occurs outside the U.S., we are exposed to risks inherent in operating a global business, including changes in economic policy, geopolitical tensions and challenges in managing a diverse workforce and operating under differing business and legal environments, which may harm our reputation or profitability. **Key changes:** - Reworded sentence: "accounted for approximately 82%, 79% and 75% of our net sales in 2025, 2024 and 2023, respectively." - Reworded sentence: "We intend to continue to maintain extensive sales, product development and manufacturing operations internationally, which are subject to a number of risks, uncertainties and potential costs that could adversely affect our revenue, profitability and reputation, including: •changes and uncertainties with respect to trade and export regulations (including new and changing regulations for exports of certain technologies to China), trade policies and sanctions, tariffs, international trade disputes and any retaliatory measures; •geopolitical tensions or conflicts, such as Russia's invasion of Ukraine, the ongoing conflict in the Middle East, and tensions between China and Taiwan and between China and the U.S.; •cybersecurity incidents; •challenges in hiring and integrating workers in different countries and in managing a diverse workforce with different experience levels, languages, cultures, customs, business practices and worker expectations, along with differing employment practices and labor issues; •challenges of maintaining appropriate business processes, procedures and internal controls and complying with legal, environmental, health and safety, anti-bribery, anti-corruption, trade compliance, data privacy, cybersecurity and other regulatory requirements that vary by jurisdiction; •challenges in developing relationships with local customers, suppliers and governments; •public health crises; •fluctuations in interest rates and currency exchange rates, including the relative strength or weakness of the U.S." - Reworded sentence: "Furthermore, there is inherent risk, based on the complex relationships among China, Japan, Korea, Taiwan, and the U.S., that political, diplomatic and national security influences could lead to disputes, impacts and/or disruptions, in particular those affecting the semiconductor industry." - Reworded sentence: "A significant dispute, impact and/or disruption in any area where we do business could have a materially adverse impact on our future revenue and profits." **Prior (2025):** Sales to customers outside the U.S. accounted for approximately 79%, 75% and 76% of our net sales in 2024, 2023 and 2022, respectively. We anticipate that international sales will continue to account for a majority of our net sales. In addition, a number of our key domestic customers derive a significant portion of their revenues from sales in international markets. We also develop and manufacture a significant portion of our products outside the U.S. and depend on international suppliers for many of our parts and raw materials. We intend to continue to maintain extensive sales, product development and manufacturing operations internationally, which are subject to a number of risks, uncertainties and potential costs that could adversely affect our revenue, profitability and reputation, including: •changes and uncertainties with respect to trade and export regulations (including new and changing regulations for exports of certain technologies to China), trade policies and sanctions, tariffs, international trade disputes and any retaliatory measures, which impact countries in which we conduct significant business, which could (1) impose 18 18 18 Table of Contents Table of Contents additional costs on our operations, (2) limit our ability to operate our business and (3) adversely impact us, our customers or our suppliers; •positions taken by governments or governmental agencies regarding national, commercial and/or security issues posed by the development, sale or export of certain raw materials, products and technologies; •geopolitical tensions or conflicts, such as Russia's invasion of Ukraine, the ongoing conflict in the Middle East and increasing tensions between China and Taiwan and between China and the U.S., and other political and economic instability and uncertainty; •cybersecurity incidents; •challenges in hiring and integrating workers in different countries; •challenges in managing a diverse workforce with different experience levels, languages, cultures, customs, business practices and worker expectations, along with differing employment practices and labor issues; •challenges of maintaining appropriate business processes, procedures and internal controls and complying with legal, environmental, health and safety, anti-bribery, anti-corruption, trade compliance, data privacy, cybersecurity and other regulatory requirements that vary by jurisdiction; •challenges in developing relationships with local customers, suppliers and governments; •fluctuating pricing and availability of raw materials and supply chain interruptions or slowdowns, including as a result of difficulties, financial or otherwise, faced by segments of the transportation industry; •public health crises; •expense and complexity of complying with U.S. and foreign import and export regulations, including the ability to obtain and renew required import and export licenses; •fluctuations in interest rates and currency exchange rates, including the relative strength or weakness of the U.S. dollar against foreign currencies that are important to our business; •liability for foreign taxes assessed at rates higher than those applicable to our domestic operations; •imposition of a global minimum tax rate, including by the Organization of Economic Co-operation and Development ("OECD"); •challenges and costs associated with the protection of our intellectual property throughout the world; •challenges associated with managing global and regional third-party service providers, including certain engineering, software development, manufacturing, IT and other functions; •customer or government efforts to encourage operations and sourcing in a particular country, such as Korea or China, including efforts to develop and grow local competitors, require local manufacturing, and provide special incentives to government-backed local customers to buy from local competitors; and •impacts of natural disasters and extreme and chronic weather events on our operations and those of our customers and suppliers, which may be exacerbated by climate change. In the past, these factors have disrupted our operations and increased our costs, and we expect that these factors will continue to do so in the future. Furthermore, there is inherent risk, based on the complex relationships among China, Japan, Korea, Taiwan, and the U.S., that political, diplomatic and national security influences could lead to trade disputes, impacts and/or disruptions, in particular those affecting the semiconductor industry. This can adversely affect our business with China, Japan, Korea, and/or Taiwan and potentially the entire Asia Pacific region or global economy. A significant trade dispute, impact and/or disruption in any area where we do business could have a materially adverse impact on our future revenue and profits. **Current (2026):** Sales to customers outside the U.S. accounted for approximately 82%, 79% and 75% of our net sales in 2025, 2024 and 2023, respectively. We anticipate that international sales will continue to account for a majority of our net sales. In addition, a number of our key domestic customers derive a significant portion of their revenues from sales in international markets. We also develop and manufacture a significant portion of our products outside the U.S. and depend on international suppliers for many of our parts and raw materials. We intend to continue to maintain extensive sales, product development and manufacturing operations internationally, which are subject to a number of risks, uncertainties and potential costs that could adversely affect our revenue, profitability and reputation, including: •changes and uncertainties with respect to trade and export regulations (including new and changing regulations for exports of certain technologies to China), trade policies and sanctions, tariffs, international trade disputes and any retaliatory measures; •geopolitical tensions or conflicts, such as Russia's invasion of Ukraine, the ongoing conflict in the Middle East, and tensions between China and Taiwan and between China and the U.S.; •cybersecurity incidents; •challenges in hiring and integrating workers in different countries and in managing a diverse workforce with different experience levels, languages, cultures, customs, business practices and worker expectations, along with differing employment practices and labor issues; •challenges of maintaining appropriate business processes, procedures and internal controls and complying with legal, environmental, health and safety, anti-bribery, anti-corruption, trade compliance, data privacy, cybersecurity and other regulatory requirements that vary by jurisdiction; •challenges in developing relationships with local customers, suppliers and governments; •public health crises; •fluctuations in interest rates and currency exchange rates, including the relative strength or weakness of the U.S. dollar against foreign currencies that are important to our business; •liability for foreign taxes assessed at rates higher than those applicable to our domestic operations; 16 16 16 Table of Contents Table of Contents •imposition of a global minimum tax rate, including by the Organization of Economic Co-operation and Development ("OECD"); •challenges and costs associated with the protection of our intellectual property throughout the world; •challenges associated with managing global and regional third-party service providers, including certain engineering, software development, manufacturing, IT and other functions; •customer or government efforts to encourage operations and sourcing in a particular country, such as Korea or China, including efforts to develop and grow local competitors, require local manufacturing, and provide special incentives to government-backed local customers to buy from local competitors; and •impacts of natural disasters and extreme and chronic weather events on our operations and those of our customers and suppliers, which may be exacerbated by climate change. In the past, these factors have disrupted our operations and increased our costs, and we expect that these factors will continue to do so in the future. Furthermore, there is inherent risk, based on the complex relationships among China, Japan, Korea, Taiwan, and the U.S., that political, diplomatic and national security influences could lead to disputes, impacts and/or disruptions, in particular those affecting the semiconductor industry. This can adversely affect our business with China, Japan, Korea, and/or Taiwan and potentially the entire Asia Pacific region or global economy. A significant dispute, impact and/or disruption in any area where we do business could have a materially adverse impact on our future revenue and profits. --- ## Modified: As a result of global economic uncertainty, we may experience reduced demand for our products, increased costs, challenges in forecasting our operating results and identifying and prioritizing business risks, and other negative effects, any of which may materially and adversely affect our business, financial condition and results of operations. **Key changes:** - Reworded sentence: "Uncertain and volatile economic conditions, including financial market instability, inflation and increased costs, trade wars, fluctuating interest rates, economic slowdowns and/or recessions, difficulties in obtaining capital, and national debt and bank failures, could materially and adversely impact our operating results." **Prior (2025):** Uncertain and volatile economic conditions, including uncertain and volatile financial markets, inflation, fluctuating interest rates, economic slowdowns and/or recessions, national debt and bank failures, could materially and adversely impact our operating results. Such uncertain and volatile conditions in any of our key sales or manufacturing regions can cause or exacerbate negative trends in business and consumer spending, which, in turn, have historically had a negative impact on customer demand for our products and costs of manufacturing and delivering our products. These uncertain and volatile economic conditions can cause material adverse changes in our results of operations and financial condition, including: •a decline in demand for our products, which would have an immediate and potentially long-lasting negative impact on our revenues; •an increase in reserves for accounts receivable due to our customers' inability to pay us; 16 16 16 Table of Contents Table of Contents •lower utilization of our manufacturing facilities, which could lead to lower margins; •an increase in write-offs for excess or obsolete inventory that we cannot sell; •potential impairment charges relating to goodwill, intangible assets, manufacturing equipment or other long-lived assets, to the extent that any downturn indicates that the carrying amount of the asset may not be recoverable; •limiting our suppliers' ability to deliver parts and raw materials, which would negatively affect our ability to manage operations, manage our costs and sell our products; •consolidation or strategic alliances among other suppliers to semiconductor manufacturers, which could adversely affect our ability to compete effectively; •greater challenges in forecasting operating results, making business decisions and identifying and prioritizing business risks; •additional cost reduction efforts, including additional restructuring activities, which may adversely affect our ability to capitalize on opportunities; and •limitations on our ability to access cash maintained in our bank accounts as a result of bank failures, which could affect our ability to manage our operations. **Current (2026):** Uncertain and volatile economic conditions, including financial market instability, inflation and increased costs, trade wars, fluctuating interest rates, economic slowdowns and/or recessions, difficulties in obtaining capital, and national debt and bank failures, could materially and adversely impact our operating results. Such conditions, particularly if present in any of our key sales or manufacturing regions, can cause or exacerbate negative trends in business and consumer spending, which, in turn, historically have increased our manufacturing and delivery costs and reduced customer demand for our products (and may do so in the future). We may also face a number of other negative effects related to global economic uncertainty, including. •an increase in reserves for accounts receivable due to our customers' inability to pay us; •lower utilization of our manufacturing facilities, which could lead to lower margins; •an increase in write-offs for excess or obsolete inventory that we cannot sell; •potential impairment charges relating to goodwill, intangible assets, manufacturing equipment or other long-lived assets, to the extent that any downturn indicates that the carrying amount of the asset may not be recoverable; •an inability of suppliers to deliver parts and raw materials, which would negatively affect our ability to manage operations, manage our costs and sell our products; •consolidation or strategic alliances among other suppliers to semiconductor manufacturers, which could adversely affect our ability to compete effectively; •greater challenges in forecasting operating results, making business decisions and identifying and prioritizing business risks; •a need to undertake additional cost reduction efforts, including additional restructuring activities, which may adversely affect our ability to capitalize on opportunities; and •limitations on our ability to access cash maintained in our bank accounts as a result of bank failures, which could affect our ability to manage our operations. --- ## Modified: Our revenue is primarily dependent upon demand from the global semiconductor ecosystem. Fluctuations in demand, whether from industry cyclicality, changes in consumer spending, macroeconomic conditions, or other factors, may cause our revenues and operating results to vary significantly, which could adversely affect our business. **Key changes:** - Reworded sentence: "Our revenues and operating results may fluctuate significantly from quarter-to-quarter or year-to-year due to a number of factors, many of which are outside our control." - Reworded sentence: "The semiconductor industry is also affected by seasonal shifts in demand, and as a result, we have in the past experienced and may experience in the future short-term fluctuation in our results of operations from one period to the next." - Added sentence: "Furthermore, our performance is dependent, in large part, on our exposure to certain market trends and the growth of certain segments of the semiconductor ecosystem." - Added sentence: "For example, we have less exposure to the market for back-end assembly and testing." - Added sentence: "If certain markets in which we have limited or no exposure grow more rapidly than the markets we serve, our growth relative to our competitors may lag." **Prior (2025):** Our revenue is primarily dependent upon demand from the global semiconductor ecosystem. The semiconductor industry has historically been, and is likely to continue to be, cyclical with periodic downturns, resulting in decreased demand for our products, which has negatively impacted our results of operations in the past and could do so again in the future. Factors that may negatively impact the demand for our solutions include, but are not limited to, decreased consumer spending; macroeconomic uncertainty; slow or negative economic growth; customer inventory corrections; demand trends for different types of electronic devices such as logic versus memory integrated circuit devices, or digital versus analog IC devices; the various technology nodes at which those products are manufactured; customers' rate of use of our consumables products; customers' device architectures and specific manufacturing processes; the short order to delivery time for our products; quarter-to-quarter changes in customer order patterns; market share and competitive losses; and pricing changes by us and our competitors. Furthermore, our limited visibility of future customer orders makes it difficult for us to predict industry trends. During downturns in the semiconductor industry, which can occur suddenly, we typically experience greater pricing pressure and shifts in product and customer mix, which can adversely affect our gross margin and net income. The semiconductor industry is also affected by seasonal shifts in demand, and as a result, we have in the past and may experience in the future short-term fluctuation in our results of operations from one period to the next. We are unable to predict the timing, duration or severity of any current or future downturns in the semiconductor industry. Furthermore, the semiconductor industry is subject to rapid advancements and demand for new and emerging technologies, such as artificial intelligence. If we do not have, or are unable to develop, products and solutions that are utilized to manufacture semiconductors that enable new end-user demand trends, we may not be able to grow our revenue as fast as anticipated and our results of operations may be impacted. **Current (2026):** Our revenue is primarily dependent upon demand from the global semiconductor ecosystem. The semiconductor industry has historically been, and is likely to continue to be, cyclical with periodic downturns, resulting in decreased demand for our products, which has negatively impacted our results of operations in the past and could do so again in the future. Our revenues and operating results may fluctuate significantly from quarter-to-quarter or year-to-year due to a number of factors, many of which are outside our control. A lower volume of sales can have a large and disproportionate impact on our profitability because some of our expenses are fixed in the short term. Factors that may negatively impact the demand for our solutions or cause our financial results to fluctuate unpredictably include, but are not limited to: •decreased consumer spending or changes in purchasing habits related to (1) macroeconomic uncertainty, market conditions, slow or negative economic growth or uncertainty about economic and other policies; or (2) geopolitical instability, including the Russian invasion of Ukraine and conflicts in the Middle East; •trends in the semiconductor industry and demand trends for different types of electronic devices such as logic versus memory integrated circuit ("IC") devices, or digital versus analog IC devices, and the various technology nodes at which those products are manufactured; •customer considerations, which may impact their future purchasing decisions, including (1) the size and timing of customer orders; (2) customers' decisions to accelerate, decelerate or delay shipments; (3) customer inventory management and corrections; (4) customers' rate of use and replacement of our consumable products; (5) customers' decisions to delay expansion projects; (6) customers' device architectures and specific manufacturing processes; (7) consolidation of our customers; and (8) the relative success of our customers vis-à-vis each other; •the short order-to-delivery time for our products; market share and competitive losses; and pricing changes by us and our competitors; •legal, tax, accounting or regulatory changes (including changes in import/export regulations and tariffs, such as regulations imposed by the U.S. government restricting exports to China or regulations imposed by other countries restricting the export of certain materials or the re-export of products containing such materials, or potential additional tariffs on imports, and tariffs imposed by other countries) or changes in the interpretation or enforcement of existing requirements; •procurement shortages and related increased prices, and the failure of suppliers to perform their obligations; •changes in our capital expenditure requirements to meet demand for our solutions, and the schedule and timing, including potential delays, thereof; •unanticipated manufacturing difficulties; •changes in average selling prices, customer mix and product mix; •our ability to develop, introduce and market new, enhanced and competitive products in a timely and cost-effective manner; •our competitors' introduction of new products; •disruptions in transportation, communication, demand, IT or supply resulting from factors outside of our control, including strikes, acts of God, wars, terrorist activities, international conflict and natural or man-made disasters; and •foreign currency exchange rate fluctuations. During downturns in the semiconductor industry, which can occur suddenly, we typically experience greater pricing pressure and shifts in product and customer mix, which can adversely affect our gross margin and net income. The semiconductor industry is also affected by seasonal shifts in demand, and as a result, we have in the past experienced and may experience in the future short-term fluctuation in our results of operations from one period to the next. We are unable to predict the timing, duration or severity of any current or future downturns in the semiconductor industry and cost control or other measures we implement to maintain profitability during such downturns or periods of limited growth may constrain or limit our ability to capitalize on subsequent industry recoveries. 14 14 14 Table of Contents Table of Contents Furthermore, the semiconductor industry is subject to rapid advancements and demand for new and emerging technologies, such as AI. If we do not have, or are unable to develop, products and solutions that are utilized to manufacture semiconductors that enable new end-user demand trends, we may not be able to grow our revenue as fast as anticipated and our results of operations may be impacted. Furthermore, our performance is dependent, in large part, on our exposure to certain market trends and the growth of certain segments of the semiconductor ecosystem. For example, we have less exposure to the market for back-end assembly and testing. If certain markets in which we have limited or no exposure grow more rapidly than the markets we serve, our growth relative to our competitors may lag. To remain competitive in the semiconductor industry, we have in the past, and will likely in the future, maintain or increase our ER&D activity and invest in our infrastructure, even during downturns and periods of slower demand. Additionally, if we do not, or are unable to, adequately anticipate changes in our business environment, we may lack the infrastructure, manufacturing capacity and resources to scale up our business to meet customer expectations and compete successfully during a period of growth. Conversely, we may expand our capacity too rapidly, resulting in excess fixed costs and lower profitability. --- ## Modified: We receive government incentives, grants, and subsidies that are subject to conditions, reporting requirements, and compliance obligations, and failure to satisfy these requirements could result in the reduction, termination, or clawback of benefits, as well as potential penalties or reputational harm, any of which could adversely affect our business, financial condition, and results of operations. **Key changes:** - Reworded sentence: "From time to time, we may receive and enter agreements for grants, subsidies, loans, tax arrangements and other incentives from national, state and local governments in jurisdictions throughout the world designed to encourage us to establish, maintain or increase our investment, research and development and production activities in those jurisdictions." - Added sentence: "In addition, incentives may be subject to ongoing compliance "guardrails," audit rights, domestic sourcing or workforce requirements, and restrictions on certain activities or transactions." - Added sentence: "The timing of any reimbursements or funding may not align with our capital spending or operating needs, and we may be required to fund substantial costs in advance of receiving any benefits (if received at all)." **Prior (2025):** From time to time, we may receive and enter agreements for grants, tax benefits and other incentives from national, state and local governments in jurisdictions throughout the world designed to encourage us to establish, maintain or increase our investment, research and development and production activities in those jurisdictions. Our future business plans are impacted by obtaining these government incentives, which may take various forms, including grants, subsidies, loans, and tax arrangements, and typically require us to achieve or maintain certain levels of investment, capital spending, employment, technology deployment or development milestones, construction or production milestones, or research and development activities to qualify for such incentives or could restrict us from undertaking certain activities. Compliance with these requirements may add complexity to our operations and increase our costs, and a failure to comply could result in cancelation of agreements or transactions, investigations, civil and criminal penalties, forfeiture of profits, reduction, termination or clawback of any funding, suspension or debarment from doing business with the government, or other penalties, any of which could have a material and adverse effect on our business, financial condition and results of operations. For example, we have entered into a direct funding agreement with the U.S. Department of Commerce to receive a grant under the U.S. CHIPS and Science Act of 2022. We may be unable to successfully achieve the milestones and ancillary requirements to qualify for these incentives or such incentives may otherwise be withheld. We also may be unable to obtain future incentives, which may put us at a disadvantage against competitors, especially foreign competitors that may benefit from such incentives in the countries in which they are headquartered. **Current (2026):** From time to time, we may receive and enter agreements for grants, subsidies, loans, tax arrangements and other incentives from national, state and local governments in jurisdictions throughout the world designed to encourage us to establish, maintain or increase our investment, research and development and production activities in those jurisdictions. Our future business plans are impacted by obtaining these government incentives, and they typically require us to achieve or maintain certain levels of investment, capital spending, employment, technology deployment or development milestones, construction or production milestones, or research and development activities to qualify for such incentives or could restrict us from undertaking certain 23 23 23 Table of Contents Table of Contents activities. Compliance with these requirements may add complexity to our operations and increase our costs, and a failure to comply could result in cancellation of agreements or transactions, investigations, civil and criminal penalties, forfeiture of profits, reduction, termination or clawback of any funding, suspension or debarment from doing business with the government, or other penalties, any of which could have a material and adverse effect on our business, financial condition and results of operations. For example, we have entered into a direct funding agreement with the U.S. Department of Commerce to receive a grant under the U.S. CHIPS and Science Act of 2022. We may be unable to successfully achieve the milestones and ancillary requirements to qualify for these incentives or such incentives may otherwise be withheld. In addition, incentives may be subject to ongoing compliance "guardrails," audit rights, domestic sourcing or workforce requirements, and restrictions on certain activities or transactions. The timing of any reimbursements or funding may not align with our capital spending or operating needs, and we may be required to fund substantial costs in advance of receiving any benefits (if received at all). We also may be unable to obtain future incentives, which may put us at a disadvantage against competitors, especially foreign competitors that may benefit from such incentives in the countries in which they are headquartered. --- *Data sourced from SEC EDGAR. Last updated 2026-05-10.*