What the changes say
- New risk emphasizes significant-customer order cancellations, fixed short-term expenses, and excess inventory write-offs.
- Dropped risks remove explicit Taiwan/Ukraine disruptions, manufacturing defects, obsolete processes, and ESG reporting-cost detail.
- Reworded risks add memory shortages and broader ESG expectations; most semiconductor, manufacturing, market, and personnel risks remain substantively unchanged.
What changed since the prior 10-K
New
- NewBusiness and Operational Risks
and may cancel all or portions of their order if circumstances change. Cancellations, reductions, or delays of orders from any significant customer could have an adverse effect on our business, financial condition, and results of operations and may require us to recognize excess inventory write-off charges
Significant customers may cancel, reduce, or delay orders, while fixed short-term expenses could worsen quarterly results and require excess inventory write-offs.
Dropped
- DroppedBusiness and Operational Risks
Manufacturing defects that we do not discover during the manufacturing or testing process may lead to costly product recalls. These risks may lead to increased costs or delayed product delivery, which would harm our profitability and customer relationships
- DroppedBusiness and Operational Risks
parties to whom we outsource these functions could reduce our sales, damage our customer relationships, and damage our reputation in the marketplace, any of which could harm our business, results of operations, and financial condition
- DroppedGeneral Risks
governance expectations. If we do not meet these goals, we could incur adverse publicity and reaction or the loss of business from certain of our customers, which could adversely impact our reputation, and in turn adversely impact our results of operations
Reworded
- 66% rewrittenBusiness and Operational Risks
Our results may be affected by fluctuation in sales in the consumer electronics and smartphone markets
No substantive change; demand declines, seasonality, cyclical markets, smartphone saturation, replacement cycles, and refurbished devices remain identified.
- 65% rewrittenBusiness and Operational Risks
In general, our customers may cancel or reschedule orders on short notice without incurring significant penalties; therefore, our sales and operating results in any quarter are difficult to forecast
The wording now emphasizes short-notice customer cancellations and forecast difficulty, with the prior excess-inventory write-off language no longer shown.
- 51% rewrittenBusiness and Operational Risks
Strong competition in the semiconductor market may harm our business
No substantive change; rapid technology shifts, price erosion, obsolescence, integration, commoditization, and competitor design wins remain highlighted.
- 46% rewrittenBusiness and Operational Risks
If we fail to attract, hire and retain qualified personnel, we may not be able to develop, market, or sell our products or successfully manage our business
Remote-work competition is framed as a disadvantage against the company’s working arrangements; immigration-related talent risk remains.
- 42% rewrittenGeneral Risks
Corporate social responsibility initiatives, specifically related to environmental, social and governance ("ESG") matters, may impose additional costs and expose us to emerging areas of risk
ESG disclosure expectations now expressly include regulators and other stakeholders, while the prior sentence about additional costs was removed.
- 39% rewrittenBusiness and Operational Risks
Because we depend on subcontractors internationally to perform key manufacturing functions for us, we are subject to political, economic, climate and natural disaster risks that could disrupt the fabrication, assembly, packaging, or testing of our products
No substantive change; Asian subcontractor dependence remains exposed to political, health, currency, trade, climate, and natural-disaster disruptions.
- 38% rewrittenBusiness and Operational Risks
We are dependent on third-party manufacturing and supply chain relationships for all of our products. Our reliance on third-party foundries and suppliers involves certain risks that may result in increased costs, delays in meeting our customers’ demand, and loss of revenue
No substantive change; reliance on third parties for fabrication, assembly, packaging, and testing retains the same listed supply risks.
- 29% rewrittenBusiness and Operational Risks
Our sales could be materially impacted by the failure of other component suppliers to deliver required parts needed in the final assembly of our customers’ end products
Adds memory shortages and price increases as threats that could constrain customers’ production, raise costs, and reduce demand for Cirrus components.
- 22% rewrittenBusiness and Operational Risks
We may not be able to increase the geographic diversity and regional resilience of our supply chain, which could have an adverse impact on our financial results and potential business opportunities
- 21% rewrittenFinancial Risks
Our foreign currency exposures may change over time as the level of activity in foreign markets grows and could have an adverse impact upon financial results
- 20% rewrittenFinancial Risks
We could be subject to changes in tax laws, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities
All 43 risk factors
Headings as the filing states them, in filing order.
Business and Operational Risks
- 01We depend on a limited number of customers and distributors for a substantial portion of our sales, and the loss of, or a significant reduction in orders from, or pricing on products sold to, any key customer or distributor could significantly reduce our sales and our profitability
- 02Changes in government trade policies, including the imposition of tariffs and export restrictions, could have an adverse impact on our business operations and sales
- 03We are dependent on third-party manufacturing and supply chain relationships for all of our products. Our reliance on third-party foundries and suppliers involves certain risks that may result in increased costs, delays in meeting our customers’ demand, and loss of revenue38% rewritten
- 04We may not be able to increase the geographic diversity and regional resilience of our supply chain, which could have an adverse impact on our financial results and potential business opportunities22% rewritten
- 05Our results may be affected by fluctuation in sales in the consumer electronics and smartphone markets66% rewritten
- 06The lack of diversification in our revenue and customer base increases the risk of an investment in our company, and our consolidated financial condition, results of operations, and stock price may deteriorate if we fail to diversify
- 07We may be adversely impacted by global economic conditions. As a result, our financial results and the market price of our common shares may decline
- 08Strong competition in the semiconductor market may harm our business51% rewritten
- 09Additionally, the agreement sets forth pricing for wafer purchases pursuant to the agreement through 2026. If market conditions change and wafer prices in the market decrease significantly below what is contemplated in the agreement, the agreement may put us at a competitive disadvantage relative to our competitors
- 10Our sales could be materially impacted by the failure of other component suppliers to deliver required parts needed in the final assembly of our customers’ end products29% rewritten
- 11If we fail to attract, hire and retain qualified personnel, we may not be able to develop, market, or sell our products or successfully manage our business46% rewritten
- 12Because we operate a fabless business model, we may not be eligible for certain U.S. government incentives and tax credits offered to promote domestic semiconductor production
- 13Because we depend on subcontractors internationally to perform key manufacturing functions for us, we are subject to political, economic, climate and natural disaster risks that could disrupt the fabrication, assembly, packaging, or testing of our products39% rewritten
- 14Risks relating to the adoption, use or application of emerging technologies, including artificial intelligence may impact financial results and could result in reputational and financial harm and liability
- 15In general, our customers may cancel or reschedule orders on short notice without incurring significant penalties; therefore, our sales and operating results in any quarter are difficult to forecast65% rewritten
- 16and may cancel all or portions of their order if circumstances change. Cancellations, reductions, or delays of orders from any significant customer could have an adverse effect on our business, financial condition, and results of operations and may require us to recognize excess inventory write-off chargesNew
- 17Our international operations subject our business to additional political and economic risks that could have an adverse impact on our business
- 18If we are unable to successfully manage the demands of our international operations, it may have an adverse effect on our business, financial condition, or results of operations
- 19We are subject to risks relating to product concentration
- 20International sales represented 99 percent of our net sales in fiscal years 2026, 2025, and 2024
- 21We may acquire other companies or technologies, which may create additional risks, including risks associated with our ability to successfully integrate these acquisitions into our business
- 22We depend on the use of information technology systems; disruptions to these systems could impact our ability to perform necessary business operations and have an adverse impact on our financial condition
Strategic and Industry Risks
- 23Our failure to develop and ramp new products into production in a timely manner could harm our operating results
- 24Both sales and/or margins may be materially affected if new product introductions are delayed, or if our products are not designed into successive generations of new or existing customers’ products. Our failure to develop and introduce new products successfully could harm our business and operating results
- 25Our products are increasingly complex and could contain defects, which could result in material costs to us
- 26Security vulnerabilities may exist in our products, which could expose us to significant costs and damage our business
- 27We continue to invest in research and development efforts for several new markets. If we are unable to commercialize these technologies, our future results and profits could be negatively affected
- 28New and/or more stringent environmental laws, rules, regulations, and/or customer expectations may impact our product design and manufacturing processes, which could increase our costs and adversely impact our future operating results
- 29We may be unable to protect our intellectual property rights
Financial Risks
- 30We could be subject to changes in tax laws, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities20% rewritten
- 31We have historically experienced fluctuations in our operating results and expect these fluctuations to continue
- 32If certain tax credits or incentives we receive change or cease to be in effect or applicable for any reason, or if our assumptions and interpretations regarding tax laws and incentives prove to be incorrect, our financial results could be adversely impacted
- 33Shifts in industry-wide capacity and our practice of ordering and purchasing our products based on sales forecasts may result in significant fluctuations in inventory and our quarterly and annual operating results
- 34Our stock price has been and is likely to continue to be volatile
- 35Our foreign currency exposures may change over time as the level of activity in foreign markets grows and could have an adverse impact upon financial results21% rewritten
- 36Our debt obligations may be a burden on our future cash flows and cash resources
- 37Our Second Amended Credit Agreement contains restrictions that could limit our flexibility in operating our business
Legal and Regulatory Risks
- 38Potential intellectual property claims and litigation could subject us to significant liability for damages and could invalidate our proprietary rights
- 39We have provisions in our Certificate of Incorporation and Bylaws, and are subject to certain provisions of Delaware law, which could prevent, delay, or impede a change of control of our company. These provisions could affect the market price of our stock
- 40We are also subject to the anti-takeover laws of Delaware that may prevent, delay, or impede a third party from acquiring or merging with us, which may adversely affect the market price of our common stock
General Risks
- 41Corporate social responsibility initiatives, specifically related to environmental, social and governance ("ESG") matters, may impose additional costs and expose us to emerging areas of risk42% rewritten
- 42As we carry only limited insurance coverage, uninsured or under-insured losses could adversely affect our financial condition and results of operations
- 43We are subject to the risks of owning real property
Other Cirrus Logic 10-Ks
- FY2025 10-K risk factors45 risks
Heavy reliance on key customers and international sales dominates the risk profile, alongside fabless manufacturing and supply chain concentration.
Filed May 23, 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.