What the changes say
- Top-five customer concentration fell to 70% from 77%; three customers represented 26%, 14%, and 11% of fiscal 2026 sales.
- Tariffs and trade restrictions now explicitly threaten input costs, customer orders, supply chains, and capital planning.
- Supplier risks now include intellectual-property transfer limits and protectionism; China-specific geopolitical barriers were removed.
- Shareholder litigation disclosure broadened from resolved lawsuits to future securities, derivative, regulatory, and corporate-governance proceedings.
What changed since the prior 10-K
New
- NewOperational and Other Risks
Changes in U.S. tariff policies, retaliatory trade measures taken by other countries and resulting trade wars may have a material adverse impact on our results of operations
Tariffs, import restrictions, export controls, sanctions, and retaliation could raise costs, disrupt sourcing, and cause customers to delay or cancel orders.
Dropped
- DroppedOperational and Other Risks
Geopolitical tensions and changes in government trade policies could adversely affect our operations in China and our business, results of operations and financial condition
Reworded
- 67% rewrittenRisks Related to Ownership of Our Common Stock
We are exposed to risks associated with shareholder class action lawsuits, which are expensive and could divert management attention
Expanded from describing resolved 2024 lawsuits to covering future securities, derivative, regulatory, and other proceedings, including reputation and governance impacts.
- 43% rewrittenOperational and Other Risks
We purchase materials from suppliers worldwide, which subjects the Company to increased supply chain, trade policy, and foreign sourcing risks that could adversely affect our business
Added protectionist policies and intellectual-property transfer limits, while removing explicit references to tariffs, additional taxes, and tariff uncertainty.
Was: We purchase materials from suppliers worldwide, which subjects the Company to increased risk; tariff uncertainty, trade restrictions, and global supply chain risks could adversely affect our business
- 32% rewrittenOperational and Other Risks
Global unrest may impact our ability to sell our products or obtain critical materials
Generalized geopolitical examples by removing Israel-Hamas, Israel-Iran, and Red Sea disruptions and referring broadly to Middle East conflicts.
- 30% rewrittenRisks Related to our Financial/Legal/Organizational Structure
If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected
No substantive change; the risk still centers on manually intensive financial reporting processes and human error.
- 29% rewrittenRisks Related to Our Business and Industry
A substantial portion of our net sales is generated by relatively small-volume, high-value transactions
No substantive change; high-value sales, cancellable orders, backlog uncertainty, and supplier-related shipment delays remain described.
- 27% rewrittenRisks Related to Our Business and Industry
We are exposed to cybersecurity threats or incidents
Removed the statement that the Company had experienced prior cyber threats and incidents; the remaining cybersecurity exposures are substantially unchanged.
- 26% rewrittenRisks Related to Our Business and Industry
We generate a large portion of our sales from a small number of customers. If we were to lose one or more of our large customers, operating results could suffer dramatically
Fiscal 2026 top-five customer concentration was 70%, versus 77% in fiscal 2025; three customers contributed 26%, 14%, and 11%.
- 25% rewrittenRisks Related to Our Business and Industry
We may experience increased costs associated with new product introductions
No substantive change; new-product reliability, design, manufacturing, engineering, warranty, and return risks remain described.
- 25% rewrittenOperational and Other Risks
We sell our products and services worldwide, and our business is subject to risks inherent in conducting business activities in geographic regions outside of the United States
- 24% rewrittenRisks Related to Our Business and Industry
The semiconductor equipment industry is intensely competitive. In each of the markets we serve, we face competition from established competitors and potential new entrants, many of which have greater financial, engineering, manufacturing and marketing resources than us
All 30 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01We generate a large portion of our sales from a small number of customers. If we were to lose one or more of our large customers, operating results could suffer dramatically26% rewritten
- 02A substantial portion of our net sales is generated by relatively small-volume, high-value transactions29% rewritten
- 03The semiconductor equipment industry is intensely competitive. In each of the markets we serve, we face competition from established competitors and potential new entrants, many of which have greater financial, engineering, manufacturing and marketing resources than us24% rewritten
- 04We rely on increasing market acceptance for our FOX and Sonoma systems, and we may not be successful in attracting new customers or maintaining our existing customers
- 05We may experience increased costs associated with new product introductions25% rewritten
- 06Our industry is subject to rapid technological change, and our ability to remain competitive and enter new markets depends on our ability to introduce new products in a timely manner
- 07We are exposed to cybersecurity threats or incidents27% rewritten
- 08A decrease in customer device failure rates and future changes in semiconductor technologies may result in a decrease in demand for our products
- 09If we fail to operate our business in accordance with our business plan, our operating results, business and stock price may be significantly and adversely impacted
- 10We are exposed to risks related to our commercial terms and conditions, including our indemnification of third parties, as well as the performance of our products
- 11In addition, in our commercial agreements, from time to time in the normal course of business, we indemnify third parties with whom we enter into contractual relationships, including customers, suppliers and lessors, with respect to certain matters
- 12We may not be able to successfully integrate and manage acquired businesses
- 13We are exposed to risks related to the use of artificial intelligence by us and our competitors
Operational and Other Risks
- 14We purchase materials from suppliers worldwide, which subjects the Company to increased supply chain, trade policy, and foreign sourcing risks that could adversely affect our business43% rewritten
- 15Changes in U.S. tariff policies, retaliatory trade measures taken by other countries and resulting trade wars may have a material adverse impact on our results of operationsNew
- 16Supply chain issues, including a shortage of critical components or contract manufacturing capacity, could result in a delay in fulfillment of customer orders, or an increase in costs, resulting in an adverse impact on our business and operating results
- 17We sell our products and services worldwide, and our business is subject to risks inherent in conducting business activities in geographic regions outside of the United States25% rewritten
- 18Global unrest may impact our ability to sell our products or obtain critical materials32% rewritten
- 19Our dependence on subcontractors and sole-source suppliers may prevent us from delivering our products on a timely basis and expose us to intellectual property infringement
- 20Tightening of fiscal monetary policy, and periodic economic and semiconductor industry downturns could negatively affect our business, results of operations and financial condition
- 21Our net sales are affected by the cyclicality of the semiconductor market, which may have a material adverse impact on our business performance and financial condition
- 22We have been and may in the future be subject to litigation relating to intellectual property infringement which would be time-consuming, expensive and a distraction from our business
- 23We cannot assure that we have complied with all applicable environmental laws, and our failure to do so could adversely affect our business as a result of having to pay substantial amounts in damages or fees
- 24The failure to successfully implement enterprise resource planning and other information systems changes could adversely impact our business and operating results
Risks Related to Ownership of Our Common Stock
- 25Our stock price is volatile
- 26We are exposed to risks associated with shareholder class action lawsuits, which are expensive and could divert management attention67% rewritten
Risks Related to our Financial/Legal/Organizational Structure
- 27We depend on our key personnel and our success depends on our ability to attract, retain and motivate talented employees
- 28If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected30% rewritten
- 29Compliance with federal securities laws, rules and regulations, as well as NASDAQ requirements, has become increasingly complex, and the significant attention and expense we must devote to those areas may have an adverse impact on our business
- 30A change in accounting standards or practices or a change in existing taxation rules or practices (or changes in interpretations of such standards, practices or rules) could have a significant effect on our reported results and may affect reporting of transactions completed before the change is effective
Other AEHR Test Systems 10-Ks
- FY2025 10-K risk factors30 risks
Customer concentration, lumpy high-value system sales, and semiconductor capital-spending cycles dominate revenue risk.
Filed Jul 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.